GOLD BANC CORP INC, S-4, 1998-10-09

GOLD BANC CORP INC
S-4, 1998-10-09
NATIONAL COMMERCIAL BANKS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1998

REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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GOLD BANC CORPORATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

KANSAS 6712 48-1008593
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
INCORPORATION OR CODE NUMBER)
ORGANIZATION)

11301 NALL AVENUE
LEAWOOD, KANSAS 66211
(913) 451-8050
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

MICHAEL W. GULLION
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
(913) 451-8050
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES TO:
STEVEN F. CARMAN, ESQ. MICHAEL M. STEWART, ESQ.
BLACKWELL SANDERS PEPER MARTIN LLP CROWE & DUNLEVY, P.C.
TWO PERSHING SQUARE 1800 MID-AMERICA TOUR
2300 MAIN, SUITE 1000 20 NORTH BROADWAY
KANSAS CITY, MISSOURI 64108 OKLAHOMA CITY, OKLAHOMA 73102-8273
(816) 983-8153 (405) 235-7747
FAX: (816) 983-9153 FAX: (405) 272-5238

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this registration statement is declared
effective and all other conditions to the Merger (as defined herein) have been
satisfied or waived.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT (2) (2) FEE (2)(3)
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<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share......... 4,250,000 N/A $13,775,000 $4,064
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</TABLE>
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(1) Under the Amended and Restated Agreement and Plan of Reorganization (the
"Agreement") to which this Registration Statement relates, outstanding
shares of Citizens Bancorporation, Inc. ("Citizens") common stock will be
converted into shares of Gold Banc Corporation, Inc. (the "Registrant")
based on the stockholders' equity of Citizens on the Closing Date, as
provided in the Agreement. Since the number of shares of the Registrant's
common stock to be issued will not be determined until the Closing Date,
the number of shares registered hereby is an arbitrary number intended to
be more than sufficient to cover the maximum number that is expected to be
issued under the formula.
(2) Pursuant to Rule 457(f)(2) under the Securities Act of 1933, and solely
for the purpose of calculating the registration fee, the proposed maximum
aggregate offering price represents the book value of the maximum amount
of common stock, $1.00 par value per share of Citizens Bancorporation,
Inc., estimated to be outstanding immediately prior to, and to be canceled
in, the Merger as of June 30, 1998.
(3) This Registration Statement may also cover the public reoffering of the
securities registered hereunder by persons who may be deemed to be
underwriters through the use of a separate reoffering prospectus to be
included in a post-effective amendment hereto on Form S-3, with no
additional registration fee.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.

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[LOGO OF GOLD BANC CORPORATION, INC.]

, 1998

Dear Gold Banc Corporation, Inc. Stockholder:

You are cordially invited to attend the special meeting of stockholders of Gold
Banc Corporation, Inc. (the "Company") to be held at , Kansas, on
, , 1998, commencing at a.m., local
time. At this important meeting, holders of common stock of the Company will be
asked to consider and vote on a proposal relating to the merger of Citizens
Bancorporation, Inc. with and into Gold Banc Acquisition Corporation IX, Inc.,
a wholly-owned subsidiary of the Company.

This merger is subject to certain required regulatory approvals and other
conditions. The merger will be consummated shortly after the conditions to the
merger are satisfied or waived. Under Kansas law, holders of common stock of
the Company do not have dissenters' rights of appraisal.

The enclosed Prospectus-Proxy/Information Statement describes the terms of the
transaction in more detail. You should review the Prospectus-Proxy/Information
Statement carefully. Your Board of Directors has carefully reviewed and
considered the terms and conditions of the transaction and believes that it is
fair and in the best interests of the Company and its stockholders and
unanimously recommends that stockholders vote "FOR" the proposal.

The affirmative vote of a majority of the outstanding shares of common stock of
the Company is required to approve the transaction. To ensure your shares will
be represented at the meeting, whether or not you plan to attend, I urge you to
promptly sign, date and mail your proxy in the enclosed self-addressed
envelope, which requires no postage. You may cancel your proxy by attending the
meeting and voting in person.

Sincerely,

Michael W. Gullion
Chairman of the Board
President and Chief Executive
Officer
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GOLD BANC CORPORATION, INC.
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
(913) 451-8050

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On , 1998

To the Stockholders of Gold Banc Corporation, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Gold Banc
Corporation, Inc. (the "Company") will be held at Kansas, on
, 1998, commencing at a.m., local time (the "Company
Special Meeting"). At the Company Special Meeting, stockholders will be asked
to consider and vote upon the following matter, which is more fully described
in the accompanying Prospectus-Proxy/Information Statement:

A proposal to approve and adopt the Amended and Restated Agreement and Plan
of Reorganization, dated as of October 5, 1998 (the "Agreement"), by and
among the Company, Gold Banc Acquisition Corporation IX, Inc., and Citizens
Bancorporation, Inc. ("Citizens").

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY AND RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
APPROVAL OF THE AGREEMENT.

By Order of the Board of Directors

Keith E. Bouchey
Corporate Secretary

Leawood, Kansas
, 1998
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CITIZENS BANCORPORATION, INC.
2500 W. EDISON
TULSA, OKLAHOMA 71427
(918) 582-2600

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On , 1998

To the Stockholders of Citizens Bancorporation, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Citizens
Bancorporation, Inc. (the "Citizens ") will be held at Tulsa,
Oklahoma, on , 1998, commencing at a.m., local time
(the "Citizens Special Meeting"). At the Citizens Special Meeting, stockholders
will be asked to consider and vote upon the following matter, which is more
fully described in the accompanying Prospectus-Proxy/Information Statement:

A proposal to approve and adopt the Amended and Restated Agreement and Plan
of Reorganization, dated as of October 5, 1998 (the "Agreement"), by and
among Gold Banc Corporation, Inc., Gold Banc Acquisition Corporation IX,
Inc., and Citizens.

Pursuant to the Agreement, a copy of which is attached as Annex A to the
accompanying Prospectus-Proxy/Information Statement, Citizens will be merged
with and into Gold Banc Acquisition Corporation IX, Inc. Holders of Citizens
common stock of record at the close of business on , 1998, will be
entitled to notice of and to vote at the Citizens' Special Meeting or any
adjournment or postponement thereof. A list of such stockholders will be
available at least 10 days before the Citizens Special Meeting at the offices
of Citizens, 5120 S. Garnett, Tulsa, Oklahoma and will be open for examination
by any stockholder for any purpose germane to the Citizens Special Meeting
during ordinary business hours. Approval of the Agreement, which is a condition
to the consummation of the transactions contemplated by the Agreement, requires
the affirmative vote of a majority of the outstanding shares of Citizens common
stock. Pursuant to Section 1091 of the Oklahoma General Corporation Act, a copy
of which is attached as Annex B to the accompanying Prospectus-
Proxy/Information Statement, Citizens stockholders are entitled to dissenters'
rights.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY AND RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
APPROVAL OF THE AGREEMENT.

By Order of the Board of Directors

Gentry Parker
Corporate Secretary

Tulsa, Oklahoma
, 1998
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PROSPECTUS

GOLD BANC CORPORATION, INC.

4,250,000 COMMON SHARES OF
$1.00 PAR VALUE

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PROXY STATEMENT OF
GOLD BANC CORPORATION, INC.
INFORMATION STATEMENT OF
CITIZENS BANCORPORATION, INC.

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This Prospectus-Proxy/Information Statement relates to the issuance of up to
4,000,000 shares of $1.00 par value common stock of Gold Banc Corporation, Inc.
in exchange for shares of $1.00 par value common stock of Citizens
Bancorporation, Inc. in the merger described herein, pursuant to which Citizens
will be merged into Gold Banc Acquisition Corporation IX, Inc., a wholly-owned
subsidiary of Gold Banc Corporation, Inc.

This Prospectus-Proxy/Information Statement is also a proxy statement furnished
at the direction of the Board of Directors of Gold Banc Corporation, Inc.
because of the solicitation of proxies from its stockholders to be voted at a
special meeting of stockholders of Gold Banc Corporation, Inc. to be held on
, 1998, and at any adjournment thereof, for the purpose of
considering and voting upon approval of the agreement described herein.

This Prospectus-Proxy/Information Statement is also an information statement
furnished to stockholders of Citizens Bancorporation, Inc. in preparation for a
special meeting of stockholders of Citizens Bancorporation, Inc. to be held on
, 1998, and at any adjournment thereof, for the purpose of
considering and voting upon approval of the agreement described herein. Proxies
are not being solicited from the stockholders of Citizens Bancorporation, Inc.

This Prospectus-Proxy/Information Statement does not cover any resale of the
securities to be received by stockholders of Citizens Bancorporation, Inc. upon
consummation of the proposed transaction, and no person is authorized to make
any use of this Prospectus-Proxy/Information Statement in connection with any
such resale.

STOCKHOLDERS SHOULD CAREFULLY CONSIDER THE INFORMATION UNDER "RISK FACTORS"
BEGINNING ON PAGE 13.

The common stock of Gold Banc Corporation, Inc. is listed for trading on the
Nasdaq National Market System ("NASDAQ") under the symbol "GLDB." On
, 1998, the last reported sale price of Gold Banc Corporation,
Inc.'s common stock on NASDAQ was $ .

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THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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The date of this Prospectus-Proxy/Information Statement is ,
1998, and it is first being mailed on or about , 1998.
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TABLE OF CONTENTS

<TABLE>
<S> <C>
AVAILABLE INFORMATION....................................................... 4
INCORPORATION BY REFERENCE.................................................. 4
SUMMARY..................................................................... 6
The Companies.............................................................. 6
The Meetings............................................................... 7
The Merger................................................................. 7
Stock Certificates; Dividend Withholding................................... 8
Conditions to the Merger................................................... 8
Reasons for the Merger..................................................... 8
Dissenters' Rights of Appraisal............................................ 8
Accounting Treatment....................................................... 9
Federal Income Tax Consequences............................................ 9
Risk Factors............................................................... 9
Comparative Stock Prices................................................... 9
Comparative Rights of Stockholders......................................... 10
Comparative Per Share Data................................................. 11
Pro Forma and Selected Financial Data...................................... 12
RISK FACTORS................................................................ 13
Key Personnel.............................................................. 13
Anti-Takeover Measures..................................................... 13
Limited Trading History.................................................... 13
Year 2000 Risks............................................................ 14
Integration of Acquired Banks and Businesses; Business Combinations........ 14
THE COMPANIES............................................................... 16
The Company................................................................ 16
The Company Subsidiaries................................................... 16
Brokerage Services......................................................... 17
Pending Acquisitions....................................................... 17
Legal Proceedings.......................................................... 18
Citizens................................................................... 18
Sub........................................................................ 19
THE MEETINGS................................................................ 19
Company Special Meeting.................................................... 19
Citizens Special Meeting................................................... 20
THE MERGER.................................................................. 20
General.................................................................... 20
Conversion of Citizens Common Stock........................................ 20
Exchange of Stock Certificates............................................. 21
Fractional Shares.......................................................... 21
Background of Negotiations................................................. 22
Reasons for the Merger..................................................... 23
Operations and Management After the Merger................................. 24
</TABLE>

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<TABLE>
<S> <C>
Conditions to the Merger................................................. 25
Conduct of Business Pending the Merger................................... 26
No Solicitation.......................................................... 26
Waiver and Amendment..................................................... 26
Termination of the Merger................................................ 27
Effective Time........................................................... 27
Federal Securities Laws Consequences..................................... 27
Resale of Company Common Stock........................................... 28
Fees and Expenses of the Merger.......................................... 28
Rights of Dissenting Stockholders........................................ 29
Transactions Between the Company and Citizens............................ 31
Accounting Treatment; Restrictions on Sales by Affiliates................ 32
FEDERAL INCOME TAX CONSEQUENCES........................................... 32
SECURITY OWNERSHIP OF CITIZENS COMMON STOCK............................... 33
COMMON STOCK PER SHARE PRICES AND DIVIDENDS............................... 34
COMPARATIVE RIGHTS OF STOCKHOLDERS........................................ 34
General.................................................................. 34
Number of Directors and Term............................................. 35
Removal of Directors..................................................... 35
Special Meetings......................................................... 35
Amendment of Articles or Certificate of Incorporation.................... 35
Action by Written Consent of Stockholders................................ 35
Amendment of Bylaws...................................................... 36
Notice of Stockholder Proposals; Nominations of Directors................ 36
PRO FORMA UNAUDITED COMBINED FINANCIAL STATEMENTS......................... 37
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE COMPANY AND SUBSIDIARIES............................... 45
Results Of Operations.................................................... 45
Financial Condition...................................................... 53
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF CITIZENS................................................... 65
Results Of Operations.................................................... 65
Financial Condition...................................................... 70
LEGAL MATTERS............................................................. 79
EXPERTS................................................................... 79
Independent Public Accountants for the Company........................... 79
Independent Public Accountants for Citizens.............................. 79
STOCKHOLDER PROPOSALS..................................................... 80
INDEX TO FINANCIAL STATEMENTS............................................. F-1
ANNEX A Amended And Restated Agreement And Plan Of Reorganization......... A-1
ANNEX B Okla. Stat. Tit. 18, (S) 1091..................................... B-1
</TABLE>

3
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AVAILABLE INFORMATION

Gold Banc Corporation, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). Such
reports, proxy statements and other information can be inspected and copied at
the offices of the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549; Room 1400, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
and 7 World Trade Center, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The SEC maintains an Internet
web site that contains reports, proxy and information statements and other
information regarding issuers who file electronically with the SEC. The address
of that site is http://www.sec.gov.

The Company has filed a Registration Statement on Form S-4 with the SEC with
respect to shares of $1.00 par value common stock (the "Company Common Stock")
of the Company to be issued in connection with the Merger. This Prospectus-
Proxy/Information Statement (the "Prospectus") does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. The
Registration Statement and any amendments thereto, including exhibits filed as
a part thereof, are available at the SEC for inspection and copying as set
forth above.

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INCORPORATION BY REFERENCE

This Prospectus incorporates documents by reference that are not presented
herein or delivered herewith. Copies of such documents relating to the Company,
and the exhibits to such documents, are available without charge to each person
to whom a copy of this Prospectus has been delivered upon written or oral
request of any such person, from Gold Banc Corporation, Inc., 11301 Nall
Avenue, Leawood, Kansas 66211, Attention: Keith E. Bouchey, Telephone Number:
(913) 451-8050. In order to ensure timely delivery of the documents, any
request should be made by , 1998. Documents will be sent via
first class mail within one day upon receipt of a request.

The following documents filed by the Company with the SEC are hereby
incorporated by reference herein:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998.

(d) The description of the Company Common Stock set forth in the Form 8-
A12G Registration Statement as filed with the SEC on November 1, 1996.

4
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All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the date of the Citizens Special Meeting shall be
deemed to be incorporated by reference into this Prospectus from the date of
filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified, to
constitute a part of this Prospectus.

No person is authorized to give any information or to make any representation
not contained in this Prospectus, and, if given or made, such information or
representation should not be relied upon as having been authorized. This
Prospectus does not constitute an offer to sell, or solicitation of an offer to
purchase, the securities offered by this Prospectus, or the solicitation of a
proxy, in any jurisdiction, to or from any person to whom it is unlawful to
make such offer, solicitation of an offer or proxy solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any distribution of
the securities pursuant to this Prospectus shall, under any circumstances,
create an implication that there has been no change in the information set
forth herein since the date of this Prospectus.

The information contained in this Prospectus with respect to the Company and
Sub has been supplied by the Company. The information contained herein with
respect to Citizens Bancorporation, Inc. ("Citizens") and Citizens Bank of
Tulsa has been supplied by Citizens.

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SUMMARY

The following is a brief summary of certain information appearing elsewhere or
incorporated by reference in this Prospectus. This summary is qualified in its
entirety by the more detailed information, including "Risk Factors," appearing
elsewhere in this Prospectus, the information contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
Company" and the Company's supplemental consolidated financial statements
(including the notes thereto) appearing elsewhere in this Prospectus, and the
information contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations of Citizens" and Citizens' consolidated
financial statements (including the notes thereto) appearing elsewhere in this
Prospectus.

THE COMPANIES

The Company is a Kansas corporation organized on December 5, 1985 and is a
registered bank holding company under the Bank Holding Company Act of 1956, as
amended. The Company, through its ownership of its subsidiaries (the "Company
Subsidiaries"), is engaged primarily in a general commercial banking business,
and its primary source of earnings is derived from income generated by the
Company Subsidiaries. The Company also provides brokerage services through a
wholly-owned non-bank subsidiary that operates as a broker-dealer in
securities. As of December 31, 1997 as restated for the pending acquisition of
First State Bancorp in a transaction that will be accounted for as a pooling of
interest, the Company had total assets of $620.5 million, net loans of $401.1
million, total deposits of $510.7 million, and stockholders' equity of $51.9
million. The Company and the Company Subsidiaries employ 268 persons on a full-
time equivalent basis. The principal executive offices of the Company are
located at 11301 Nall Avenue, Leawood, Kansas 66211 (telephone number (913)
451-8050).

Citizens is an Oklahoma corporation organized on November 30, 1993 and is a
registered bank holding company under the Bank Holding Company Act of 1956, as
amended. Citizens is headquartered in Tulsa, Oklahoma. Citizens owns all of the
issued and outstanding common stock of Citizens Bank of Tulsa (the "Bank"), an
Oklahoma banking corporation also headquartered in Tulsa, Oklahoma. The total
assets of Citizens on a consolidated basis, as of December 31, 1997 were
approximately $204.8 million and net income for the year ended December 31,
1997, was approximately $4,885,000. The principal executive offices of Citizens
are located at 2500 W. Edison, Tulsa, Oklahoma 71427 (telephone number (918)
582-2600).

Sub is a wholly owned subsidiary of the Company. Pursuant to the Amended and
Restated Agreement and Plan of Reorganization among the Company, Citizens, and
Sub dated as of October 5, 1998 (the "Agreement"), Citizens will be merged into
Sub (the "Merger"). The principal executive offices of Sub are located at 11301
Nall Avenue, Leawood, Kansas 66211 (telephone number (913) 451-8050).

6
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THE MEETINGS

Company Special Meeting. A special meeting of the stockholders of the Company
will be held at , Leawood, Kansas on , , 1998, at
a.m., local time (the "Company Special Meeting"), for the purpose of
approving and adopting the Agreement. Only holders of record of Company Common
Stock at the close of business on , 1998, will be entitled to
notice of and to vote at the Company Special Meeting. At the Company Special
Meeting, each holder of Company Common Stock will be entitled to one vote for
each share held, and the affirmative vote of a majority of the outstanding
shares of Company Common Stock entitled to vote is required to approve the
Agreement. Abstentions and failures to vote will have the same effect as votes
cast against approval of the Agreement. On September 30, 1998, directors and
executive officers of the Company beneficially owned approximately % of the
outstanding shares of Company Common Stock. All directors and executive
officers of the Company owning Company Common Stock have indicated they intend
to vote in favor of the Agreement.

Citizens Special Meeting. A special meeting of the stockholders of Citizens
will be held at , Tulsa, Oklahoma on , 1998, at
a.m., local time (the "Citizens Special Meeting"), for the purpose of approving
and adopting the Agreement. Only holders of record of shares of $1.00 par value
common stock (the "Citizens Common Stock") of Citizens, at the close of
business on , 1998, will be entitled to notice of and to vote at the
Citizens Special Meeting. At the Citizens Special Meeting, each holder of
Citizens Common Stock will be entitled to one vote for each share held, and the
affirmative vote of a majority of the outstanding shares of Citizens Common
Stock entitled to vote is required to approve the Agreement. Abstentions and
failures to vote will have the same effect as votes cast against approval of
the Agreement. On September 30, 1998, directors and executive officers of
Citizens beneficially owned approximately 80% of the outstanding shares of
Citizens Common Stock. All directors and executive officers of Citizens owning
Citizens Common Stock have indicated they intend to vote in favor of the
Agreement.

THE MERGER

The Company, Sub and Citizens have entered into the Agreement, a copy of which
is attached hereto as Annex A and incorporated herein by reference, pursuant to
which Citizens will be merged with and into Sub, which will be the surviving
corporation. As more fully set forth below, the Agreement provides, generally,
that each share of Citizens Common Stock outstanding immediately prior to the
Effective Time (as defined in the Agreement) of the Merger will be converted
into the right to receive that number of shares of the Company Common Stock as
is equal to the applicable conversion ratio determined pursuant to the
Agreement. See "The Merger--General;--Conversion of Citizens Common Stock."

The conversion ratio is subject to change, depending on: (i) the price of
Company Common Stock prior to the Closing Date, and (ii) the adjusted
Stockholder's Equity of Citizens prior to the Closing Date. The formula to
determine the conversion ratio is set forth in Section 2.2 of the Agreement and
is described in more detail below in "The Merger--Conversion of Citizens Common
Stock." If the Merger had been consummated as of September 30, 1998, when the
Stockholders' Equity of Citizens

7
<PAGE>

and the Average Gold Future Price (both terms as defined in the Agreement) were
$16,839,303 and $17.1313, respectively, each outstanding share of Citizens
Common Stock would have been converted into approximately 151 shares (or a
total of approximately 3,777,094 shares) of Company Common Stock.

Fractional shares of the Company Common Stock will not be issued in connection
with the Merger. Holders of Citizens Common Stock otherwise entitled to a
fractional share will be paid the value of the fractional share in cash. See
"The Merger--Fractional Shares."

STOCK CERTIFICATES; DIVIDEND WITHHOLDING

Stockholders of Citizens other than those Citizens stockholders who perfect
their dissenters' rights of appraisal must surrender to the Company the
certificates for their shares of Citizens Common Stock, and inform the Company
of their federal taxpayer identification number, before receiving any cash or a
certificate for the number of shares of the Company Common Stock to which such
stockholders are entitled. Until a Citizens stockholder surrenders the
certificates for his or her Citizens Common Stock and informs the Company of
his or her federal taxpayer identification number, the Company may withhold the
payment of any or all dividends otherwise payable to such stockholder as a
stockholder of the Company. See "The Merger--Exchange of Stock Certificates."

CONDITIONS TO THE MERGER

The Merger is subject to certain conditions, including approval of the
Agreement by the stockholders of Citizens, the stockholders of the Company, and
appropriate state and federal banking authorities. Applications seeking
approval of the Merger have been filed with the appropriate state and federal
banking authorities. See "The Merger--Conditions to the Merger."

REASONS FOR THE MERGER

Company. The Board of Directors of the Company (the "Company Board") believes
that the Merger is in the best interest of the Company and its stockholders and
unanimously recommends that stockholders vote "FOR" the approval of the
Agreement. The Company Board believes that the Merger will result in the
addition to the Company's existing organization of a well-suited and positioned
banking institution. See "The Meetings--Company Special Meeting;--
Recommendation of the Board of Directors;" and "The Merger--Reasons for the
Merger."

Citizens. The Board of Directors of Citizens (the "Citizens Board") believes
that the Merger is in the best interest of Citizens and its stockholders and
unanimously recommends that stockholders vote "FOR" the approval of the
Agreement. The Citizens Board believes that the Merger will provide significant
value to all Citizens stockholders and will enable them to participate in the
opportunities for growth that the Citizens Board thinks possible. See "The
Meetings--Citizens Meeting; --Recommendation of the Board of Directors" and
"The Merger--Reasons for the Merger."

DISSENTERS' RIGHTS OF APPRAISAL

Under the Kansas General Corporation Code ("KGCC"), the stockholders of the
Company are not entitled to appraisal rights in connection with the
transactions related to the consummation of the

8
<PAGE>

Merger. See "The Meetings--Company Special Meeting" and "The Merger--Rights of
Dissenting Stockholders."

Holders of Citizens Common Stock who are opposed to the Merger have the right
to dissent from the Merger in accordance with Section 1091 of the Oklahoma
General Corporation Act ("OGCA"), which provides that holders of record of
Citizens Common Stock who object to the Merger in writing and who follow the
procedures prescribed by Section 1091 will be entitled to receive a cash
payment equal to the fair value of the Citizens Common Stock owned by them in
lieu of receiving the consideration proposed under the Agreement. See "The
Merger--Rights of Dissenting Stockholders."

ACCOUNTING TREATMENT

The Merger has been structured to qualify as a pooling of interest for
accounting and financial reporting purposes. The obligation of the Company to
consummate the Merger is subject to the receipt of assurance from KPMG Peat
Marwick LLP, its independent accountants, that the Merger will qualify for
pooling of interest accounting treatment. See "The Merger--Conditions to the
Merger" and "--Accounting Treatment."

FEDERAL INCOME TAX CONSEQUENCES

The Merger is intended to qualify as a reorganization under Section 368(a) of
the Internal Revenue Code of 1986, as amended (the "Code"). Blackwell Sanders
Peper Martin LLP will deliver as a condition to closing of the Merger an
opinion, based upon certain customary assumptions and representations, to the
effect that, for federal income tax purposes, no gain or loss will be
recognized by the Citizens stockholders as a result of the Merger to the extent
they receive Company Common Stock in exchange for their Citizens Common Stock.
With respect to cash paid to the holders of Citizens Common Stock as the result
of the exercise of dissenters' rights (or for fractional shares), normal
recognition and gain and loss treatment will apply. For a more complete
description of the federal income tax consequences, see "Federal Income Tax
Consequences."

RISK FACTORS

In determining whether to exchange Citizens Common Stock for Company Common
Stock, the Citizens stockholders should consider carefully the information set
forth under the caption "Risk Factors" and all information contained in this
Prospectus before making any decision to acquire Company Common Stock. See
"Risk Factors."

COMPARATIVE STOCK PRICES

As of September 30, 1998, there were 301 holders of record (representing
approximately 2,161 beneficial owners) of Company Common Stock. Shares of the
Company Common Stock are listed on the Nasdaq National Market System
("NASDAQ"). The last sale price of the Company Common Stock as reported on
NASDAQ on September 1, 1998 (the last trading day preceding the announcement of
the execution of the Agreement, which was also the date of the execution of the

9
<PAGE>

Agreement), was $14.00. The last sale price for the Company Common Stock as
reported by NASDAQ on , 1998 (the most recent date for which it was
practicable to obtain market price data prior to the printing of this
Prospectus), was $ .

As of September 30, 1998, there were six holders of record of Citizens Common
Stock. There is no established trading market for the shares of Citizens Common
Stock.

The market price of the Company Common Stock will fluctuate between the date of
this Prospectus and the Effective Time. A change in the market price of the
Company Common Stock before the Effective Time will affect the market value of
the Company Common Stock to be received in the Merger in exchange for the
Citizens Common Stock. There can be no assurance as to the market price of the
Company Common Stock at any time before, at or after the Effective Time.
Citizens Stockholders are urged to obtain current market quotations for Company
Common Stock. The Company Common Stock issued in connection with the Merger
will be listed on NASDAQ.

COMPARATIVE RIGHTS OF STOCKHOLDERS

At the Effective Time, stockholders of Citizens who receive shares of Company
Common Stock will have their rights governed by the KGCC and the Restated
Articles of Incorporation and Amended and Restated Bylaws of the Company,
rather than by the OGCA and the Certificate of Incorporation and Bylaws of
Citizens. For a discussion of certain differences in the rights of stockholders
under Kansas law and stockholders under Oklahoma law, and under the respective
articles or certificate of incorporation and bylaws of the Company and
Citizens, see "Comparative Rights of Stockholders."

10
<PAGE>

COMPARATIVE PER SHARE DATA

The following table sets forth per share data of the Company and Citizens on a
historical and pro forma basis and on an equivalent pro forma basis for
Citizens. This table should be read in conjunction with the historical
supplemental financial statements and notes thereto for the Company and the
historical financial statements for Citizens contained herein. Pro forma
combined and equivalent pro forma per share data reflect the combined results
of the Company and Citizens presented as though they were one company for all
periods shown. Pro forma and equivalent pro forma cash dividends paid per share
reflect the Company's cash dividends paid in the periods indicated. The pro
forma amounts do not include any adjustments for estimated operating
efficiencies or revenue enhancements resulting from the Merger.

The following pro forma and equivalent pro forma information is based on an
exchange ratio of 158.32 shares of Company Common Stock for each share of
Citizens Common Stock. The actual exchange ratio will depend on the
Stockholders' Equity of Citizens on the closing date. See "Merger--Conversion
of Citizens Common." In addition to the proposed merger with Citizens, the
Company has a pending merger with First State Bancorp, Inc. in a business
combination to be accounted for as a pooling of interests. The effects of that
merger are included in the historical supplemental financial statements of the
Company presented elsewhere herein, and in the information presented below. The
Company also has pending a merger with The Trust Company. That pending merger
is not included in the historical supplemental financial statements of the
Company presented elsewhere herein, nor in the information presented below. See
"The Companies--Pending Acquisitions."

<TABLE>
<CAPTION>
HISTORICAL
--------------------
EQUIVALENT
PRO FORMA PRO FORMA
COMPANY (1) CITIZENS COMPANY CITIZENS
----------- -------- --------- ----------
<S> <C> <C> <C> <C>
Basic net income per common
share:
Twelve months ended:
December 31, 1997............ $0.43 $195.40 $0.64 $101.91
December 31, 1996............ 0.43 71.12 0.45 70.54
December 31, 1995............ 0.30 44.00 0.30 47.19
December 31, 1994............ 0.20 19.44 0.29 45.25
December 31, 1993............ 0.20 -5.17 0.22 35.56
Six months ended:
June 30, 1998................ 0.26 122.76 0.39 61.97
June 30, 1997................ 0.21 80.04 0.29 45.81
Dividends paid per common share:
Twelve months ended:
December 31, 1997............ $0.06 $ 0.00 $0.06 $ 9.50
December 31, 1996............ 0.00 0.00 0.00 0.00
December 31, 1995............ 0.00 0.00 0.00 0.00
December 31, 1994............ 0.00 0.00 0.00 0.00
December 31, 1993............ 0.00 0.00 0.00 0.00
Six months ended:
June 30, 1998................ 0.04 158.80 (2) 0.04 6.33
June 30, 1997................ 0.02 0.00 0.02 3.17
Book value per common share at:
December 31, 1997............ $4.36 $586.44 $4.19 $663.87
December 31, 1996............ 3.82 389.08 3.47 549.06
December 31, 1995............ 3.42 229.08 2.69 426.21
December 31, 1994............ 2.86 178.44 2.23 353.67
December 31, 1993............ 2.74 169.44 2.16 341.60
June 30, 1998................ 4.85 550.52 4.52 716.14
June 30, 1997................ 4.02 489.28 3.84 607.22
</TABLE>
- -------
(1) On May 18, 1998, the Company completed a 2-for-1 stock split. All per share
data presented above has been restated for the effect of the stock split.
(2) Citizens converted to Subchapter S corporation status for tax purposes
effective January 1, 1997. Dividends paid in 1998 represent distributions
sufficient for stockholders of Citizens to pay applicable tax liabilities.

11
<PAGE>

PRO FORMA AND SELECTED FINANCIAL DATA
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE)

The following table presents for the Company and Citizens, on a historical
basis, selected consolidated financial data and unaudited pro forma combined
amounts reflecting the Merger. The pro forma amounts assume the Merger had been
effective during the periods presented. Pro forma per share amounts assume an
exchange ratio of 158.32 shares of Company Common Stock for each share of
Citizens. The actual exchange ratio will depend on the Stockholders' Equity of
Citizens on the closing date. See "The Merger--Conversion of Citizens Common
Stock." In addition to the proposed merger with Citizens, the Company has a
pending merger with First State Bancorp, Inc. in a business combination to be
accounted for as a pooling of interests. The effects of that merger are
included in the historical supplemental financial statements of the Company
presented elsewhere herein, and in the information presented below. The Company
also has pending a merger with The Trust Company. That pending merger is not
included in the historical supplemental financial statements of the Company
presented elsewhere herein, nor in the information presented below. See "The
Companies--Pending Acquisitions."

<TABLE>
<CAPTION>
SIX MONTHS ENDED FOR THE YEAR ENDED DECEMBER 31,
----------------- --------------------------------------------
6/30/98 6/30/97 1997 1996 1995 1994 1993
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income and
other income
Company................ $ 15,021 $ 10,385 $ 22,575 $ 18,142 $ 16,399 $ 12,608 $ 8,992
Citizens............... 5,459 4,321 9,545 6,407 4,156 2,694 1,216
Pro Forma.............. 20,480 14,707 32,120 24,549 20,555 15,302 10,208
Net Income
Company............... $ 3,177 $ 2,436 $ 4,989 $ 3,128 $ 2,105 $ 2,646 $ 2,276
Citizens............... 3,069 2,001 4,885 1,778 1,100 486 -129
Pro Forma.............. 6,246 4,438 9,874 4,906 3,205 3,132 2,147
Basic net income per
common share
Company (1)........... $ 0.26 $ 0.21 $ 0.43 $ 0.43 $ 0.30 $ 0.20 $ 0.20
Citizens............... 122.76 80.04 195.40 71.12 44.00 19.44 -5.17
Pro Forma.............. 0.39 0.29 0.64 0.45 0.30 0.29 0.22
Historical dividends
paid per common share
Company (1)............ $ 0.04 $ 0.02 $ 0.06 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Citizens (3)........... 158.80 0.00 0.00 0.00 0.00 0.00 0.00
Pro Forma.............. 0.04 0.02 0.06 0.00 0.00 0.00 0.00
Total assets (end of
period)
Company................ $697,086 $497,794 $620,526 $471,386 $422,104 $380,735 $267,577
Citizens............... 231,501 186,883 204,897 161,647 110,125 72,330 31,917
Pro Forma.............. 928,587 684,677 825,423 633,033 532,229 453,065 299,494
Longterm borrowings (end
of period)
Company (2)............ $ 47,601 $ 5,682 $ 32,735 $ 4,893 $ 12,392 $ 12,833 $ 4,987
Citizens............... 888 1,000 925 1,000 1,000 0 0
Pro Forma.............. 48,489 6,682 33,660 5,893 13,392 12,833 4,987
Total stockholders'
equity (end of period)
Company................ $ 60,642 $ 45,702 $ 51,906 $ 43,393 $ 23,148 $ 20,018 $ 15,432
Citizens............... 13,763 12,232 14,661 9,727 5,727 4,461 5,281
Pro Forma.............. 74,405 57,934 66,567 53,120 28,875 24,479 20,623
Book value per common
share (end of period)
Company (1)............ $ 4.85 $ 4.02 $ 4.36 $ 3.82 $ 3.42 $ 2.86 $ 2.74
Citizens............... 550.52 489.28 586.44 389.08 229.08 178.44 211.24
Pro Forma.............. 4.52 3.84 4.19 3.47 2.69 2.23 2.16
</TABLE>
- --------
(1) On May 18, 1998, the Company completed a 2 for 1 stock split. All per share
data presented above has been restated for the effect of the stock split.
(2) The long-term borrowings of the Company include $28.8 million of 8.75%
guaranteed preferred beneficial interests in Company's debentures issued on
December 15, 1997
(3) Citizens converted to Subchapter S corporation status for tax purposes
effective January 1, 1997. Dividends paid in 1998 represent distributions
sufficient for stockholders of Citizens to pay applicable tax liabilities.

12
<PAGE>

RISK FACTORS

Certain statements in the Summary and under the captions "Risk Factors," "The
Merger--Reasons for the Merger;--Operations and Management After the Merger"
and elsewhere in this Prospectus (including the documents incorporated by
reference herein) constitute "forwarding looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of the Company
or Citizens to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, those discussed below.

In considering whether to approve the Merger, stockholders should consider, in
addition to the other information in this Prospectus, the matters described
below.

KEY PERSONNEL

Continued profitability of the Company after the Merger will be dependent on
the retention of a limited number of key persons, including Michael W. Gullion,
the Chairman, President and Chief Executive Officer of the Company, and Keith
E. Bouchey, the Executive Vice President, Secretary and Chief Financial Officer
of the Company. There will likely be a difficult transition period if the
Company loses the services of either or both men. In recognition of this risk,
the Company owns and is the beneficiary of an insurance policy on the life of
Mr. Gullion providing death benefits of $1.5 million and has entered into
employment agreements with Mr. Gullion and Mr. Bouchey. The Company also places
great value on the experience of presidents of the Company Subsidiaries and the
branches of the Company Subsidiaries and on their relationships with the
communities served by the Company Subsidiaries. The loss of these key persons
could negatively impact the affected banking locations. There is no assurance
the Company will be able to retain its current key personnel or attract
additional qualified key persons as needed.

ANTI-TAKEOVER MEASURES

The Company has adopted certain provisions in its Restated Articles of
Incorporation and Amended and Restated Bylaws that may be considered as having
the effect of discouraging attempts to take over control of the Company. In
addition, the employment agreements of Mr. Gullion and Mr. Bouchey may require
the Company to make certain cash payments to them following a change in control
of the Company. Such provisions may benefit the Company's stockholders if a
takeover were attempted with a view to impose a merger, a sale of all or
substantially all of the assets of the Company, or a similar transaction that
may not be in the best interests of all of the stockholders. Alternatively, the
anti-takeover provisions could adversely affect stockholders of the Company by
discouraging takeovers that are structured in a way that would be favorable to
the interests of the stockholders.

LIMITED TRADING HISTORY

The Company Common Stock has been listed on NASDAQ since November 1996. Prior
to that time there was no public market for the Company Common Stock. There is
no assurance that the

13
<PAGE>

Company Common Stock will experience in the future the trading performance
experienced since November 1996. Public markets such as that on which the
Company Common Stock is traded from time to time experience price and volume
volatility. These fluctuations may be unrelated to the operating performance of
particular companies whose shares are traded on such markets. The market price
could be subject to significant fluctuations in response to the Company's
operating results, the results of its competitors, government regulations,
litigation, and other factors.

YEAR 2000 RISKS

Certain of the Company's older computer programs identify years with two digits
instead of four. This is likely to cause problems because the programs may
recognize the year 2000 as the year 1900. As with other financial institutions,
the Company engages in a significant amount of business and reporting activity
that depends on accurate date information, such as interest and other
calculations pertaining to loans, deposits, assets and investments. As a
result, Year 2000 problems could result in a system failure or miscalculations
that disrupt operations. The Company is taking steps to implement permanent
solutions during 1998, rather than waiting until potential problems develop. A
task force began work on identifying and assessing potential issues in 1997,
and the Company is currently evaluating hardware and software solutions. Most
of the Company Subsidiaries are scheduled to convert their core data processing
from their current providers to Bankline Midamerica, Inc. The Company does not
expect to convert any Company Subsidiaries later than May of 1999. The Company
plans to fully test the first two Company Subsidiaries to convert for Year 2000
compliance. This testing will occur in the fourth quarter of 1998. It is
expected that this testing procedure will suffice for proxy testing for Year
2000 compliance for the Company Subsidiaries converting subsequent to the first
two. Appropriate resources are being allocated for hardware systems and
software as needed at each of the Company Subsidiaries. The Company expects to
be fully Year 2000 compliant by late 1998, prior to any anticipated impact on
operating systems. Although the Company does not expect Year 2000 issues to
have a material adverse affect on its internal operations, it is possible that
Year 2000 issues could have a material adverse affect on (i) the Company's
service providers and their ability to service the Company; and (ii) the
Company's customers and their ability to repay loans. The cumulative effect of
such problems, if they occur, could have a material adverse effect on the
Company and the value of the Company Common Stock and its other securities.

INTEGRATION OF ACQUIRED BANKS AND BUSINESSES; BUSINESS COMBINATIONS

As part of its general strategy, the Company may, from time to time, acquire
community banks and other businesses that it believes provide a strategic fit
with its business. In fact, the Company currently has agreements with respect
to the acquisitions of First State Bancorp, Inc. of Pittsburg, Kansas and The
Trust Company of St. Joseph, Missouri, and it has reviewed potential
acquisition candidates and has held preliminary discussions with a number of
these candidates. The acquisition of Citizens and any other banks or businesses
will be accompanied by the risks commonly associated with acquisitions. These
risks include potential exposure to unknown liabilities of acquired banks and
businesses, the difficulty and expense of integrating the operations and
personnel of the banks or businesses, the potential disruption to the business
of the Company, the potential diversion of management time and attention, the
impairments of relationships with and the possible loss of key

14
<PAGE>

employees and customers of the acquired banks or businesses, the incurrence of
amortization expenses if an acquisition is accounted for as a purchase and
dilution to the stockholders of the Company if the acquisition is made for
stock. The risks associated with the acquisition of Citizens (as well as other
acquisitions) could have a material adverse effect on the Company and the value
of the Company Common Stock and its other securities. See "The Companies--
Pending Acquisitions."

15
<PAGE>

THE COMPANIES

THE COMPANY

The Company is a Kansas corporation organized on December 5, 1985 and is a
registered bank holding company under the Bank Holding Company Act of 1956, as
amended. The Company, through its ownership of the Company Subsidiaries, is
engaged primarily in a general commercial banking business, and its primary
source of earnings is derived from income generated by the Company
Subsidiaries. As of December 31, 1997 as restated for the pending acquisition
of First State Bancorp in a transaction that will be accounted for as a pooling
of interests, the Company had total assets of $620.5 million, net loans of
$401.1 million, total deposits of $510.7 million, and stockholders' equity of
$51.9 million. The Company and the Company Subsidiaries employ 268 persons on a
full-time equivalent basis. The principal executive offices of the Company are
located at 11301 Nall Avenue, Leawood, Kansas 66211 (telephone number (913)
451-8050).

THE COMPANY SUBSIDIARIES

Exchange National Bank ("Exchange Bank"). Exchange Bank has five locations and
is headquartered in Marysville, Kansas. The Marysville location's loan
portfolio as of December 31, 1997 consisted primarily of commercial and real
estate loans. Since April 1992 and October 1995, Exchange Bank has been
operating branches in Shawnee and Leawood, Kansas, respectively. These branches
are located in Johnson County, the rapidly developing suburbs southwest of
Kansas City, Missouri. In addition, Exchange Bank opened a new Shawnee branch
on March 2, 1998 and has plans to open a third location in Shawnee during the
second quarter of 1999. The three Johnson County, Kansas branches of Exchange
Bank's loan portfolio as of December 31, 1997 consisted primarily of
commercial, real estate construction and residential real estate loans. As of
December 31, 1997, Exchange Bank had assets of $226.4 million.

Provident Bank f.s.b. ("Provident Bank"). Provident Bank, a federally chartered
savings and loan, has one location and a second location under construction
both in the city of St. Joseph, Missouri. Provident Bank's loan portfolio as of
December 31, 1997 consisted primarily of real estate loans. As of December 31,
1997, Provident Bank had assets of $82.9 million.

Citizens State Bank ("Citizens"). Citizens State Bank has two locations in the
town of Seneca, Kansas. As of December 31, 1997 Citizens State Bank's loan
portfolio consisted primarily of the agricultural sector, including farm real
estate, agricultural production and agricultural industrial and residential
home loans. As of December 31, 1997, Citizens State Bank had assets of $57.3
million.

Peoples National Bank ("Peoples"). Peoples has one location in the town of Clay
Center, Kansas. Peoples was acquired by the Company on August 22, 1997. As of
December 31, 1997, Peoples' loan portfolio consisted primarily of real estate
and agricultural loans. As of December 31, 1997, Peoples had assets of $71.0
million.

Farmers National Bank ("Farmers"). Farmers has two locations and is
headquartered in Oberlin, Kansas. Farmers was acquired by the Company on
October 1, 1997. As of December 31, 1997, Farmers' loan portfolio consisted
primarily of agricultural and real estate loans. As of December 31, 1997,
Farmers had assets of $53.6 million.

16
<PAGE>

Farmers National in Alma ("Alma"). Alma has one location in the town of Alma,
Kansas. Alma was acquired by the Company on February 19, 1998. As of December
31, 1997 Alma's loan portfolio consisted primarily of agricultural and real
estate loans. As of December 31, 1997, Alma had assets of $30.1 million.

Farmers State Bank of Sabetha ("Sabetha"). Sabetha has three locations in the
town of Sabetha, Kansas. The Company acquired Sabetha on July 9, 1998. As of
December 31, 1997, Sabetha's loan portfolio consisted primarily of agriculture
and real estate loans. Sabetha had assets of $41.9 million as of December 31,
1997.

Peoples State Bank, Colby, Kansas ("Colby"). Colby has two locations and is
headquartered in the town of Colby, Kansas. The Company acquired Colby on
August 4, 1998. As of December 31, 1997, Colby's loan portfolio consisted
primarily of real estate and agricultural loans. As of December 31, 1997, Colby
had assets of $20.0 million.

Tri-County National Bank ("Tri-County"). Tri-County is headquartered in
Washington, Kansas, with locations in Concordia and Linn, Kansas. The Company
acquired Tri-County on August 17, 1998. As of December 31, 1997, Tri-County's
loan portfolio consisted primarily of agricultural, real estate and commercial
loans. As of December 31, 1997, Tri-County had assets of $43.7 million. The
Company plans to merge Tri-County into Peoples during the fourth quarter of
1998.

BROKERAGE SERVICES

The Company provides brokerage services through Midwest Capital Management,
Inc. ("Midwest Capital"), a wholly-owned nonbank subsidiary, which operates as
a broker-dealer in securities. Customers consist primarily of financial
institutions located throughout the United States, with concentration in the
Midwestern section of the United States. Midwest Capital manages a wide variety
of stock, bond and money market portfolios for clients that currently include a
significant number of commercial banks located primarily in Kansas, Missouri,
Oklahoma, Nebraska and Iowa, as well as trusts, pension plans, insurance
companies, commercial businesses, government entities, foundations and high net
worth individuals. Midwest Capital is registered with the National Association
of Securities Dealers as a broker/dealer and investment advisor.

PENDING ACQUISITIONS

On May 19, 1998, the Company entered into a definitive merger agreement with
First State Bancorp, Inc. ("First State Bancorp") to acquire First State
Bancorp and its wholly-owned subsidiary, The First State Bank and Trust
Company, both headquartered in Pittsburg, Kansas. The transaction, a tax-free
stock exchange valued at approximately $25.0 million, is expected to close in
the fourth quarter of 1998. The transaction will be accounted for as a pooling
of interest. Under the terms of that agreement, First State Bancorp
stockholders will receive 19.6082 shares of Company Common Stock for each
outstanding share of common stock of First State Bancorp or a total of
1,787,248 shares of Company Common Stock. Applications seeking approval of that
merger have been filed with and approved by appropriate federal and state
banking authorities. The First State Bank and Trust Company had total assets of
$111.4 million, deposits of $93.0 million and loans of $59.6 million as of June
30, 1998.

17
<PAGE>

Also, on August 28, 1998, the Company entered into a definitive merger
agreement with The Trust Company ("The Trust Company"), a Midwest trust
services business headquartered in St. Joseph, Missouri, to acquire The Trust
Company in a tax-free stock exchange valued at approximately $4.3 million. The
transaction will be accounted for as a pooling of interest. The transaction is
expected to close in the fourth quarter of 1998. Under the terms of that
agreement, stockholders of The Trust Company will receive ten (10) shares of
Company Common Stock for each outstanding share of common stock of The Trust
Company or a total of 300,000 shares of Company Common Stock. Regulatory
approvals are pending. As of June 30, 1998, The Trust Company had approximately
$250 million in trust assets under management.

LEGAL PROCEEDINGS

Exchange Bank, along with approximately twenty-four other persons and entities
including a number of depository institutions, is a named defendant in a case
filed in the United States District Court for the District of Kansas on
September 11, 1997 on behalf of a putative class of over 2,400 persons who
allegedly invested at least $14,900 each in entities known as Parade of Toys
and Bandero Cigar Company. The complaint alleges violations of the Racketeer
Influenced Corrupt Organizations ("RICO") statute (18 U.S.C. 1962(c)),
conspiracy to violate RICO, negligent misrepresentation, fraud, civil
conspiracy and negligence on the part of the defendants. The plaintiffs contend
that the defendants, including Exchange Bank, were listed in trade reference
sheets provided to plaintiffs by Parade of Toys and Bandero Cigar Company and
that the defendants made false and misleading representations on which the
plaintiffs relied to their detriment. In each count, the plaintiffs have sought
actual damages in an amount in excess of $75,000 each, treble damages under
RICO, and punitive damages. Exchange Bank denies liability and is in the
process of vigorously defending this claim.

A hearing was conducted on March 25, 1998, on the issue of class certification.
On September 29, 1998, the Court denied class certification and entered a
scheduling order.

A second lawsuit arising out of the same facts was filed in the United States
District Court for the District of Kansas on September 23, 1998 on behalf of
670 individually named persons. The complaint, which names Exchange Bank along
with approximately sixteen (16) other persons and entities as defendants,
alleges similar causes of action as the federal court action previously filed
on behalf of a putative class of over 2,400 persons. The defendants, including
Exchange Bank, now have until November 30, 1998 to file an answer. Exchange
Bank denies any liability and intends to vigorously defend this claim.

CITIZENS

Citizens is a registered bank holding company headquartered in Tulsa, Oklahoma.
Citizens owns all of the issued and outstanding common stock of the Bank, an
Oklahoma banking corporation also headquartered in Tulsa. The total assets of
Citizens on a consolidated basis, as of December 31, 1997 were approximately $
204.9 million and net income for the year ended December 31, 1997 was
approximately $4.9 million. See "Financial Statements of Citizens and
Subsidiary." The principal executive offices of Citizens are located at 2500 W.
Edison, Tulsa, Oklahoma 71427 (telephone number (918) 582-2600).

18
<PAGE>

SUB

Sub is a wholly owned subsidiary of the Company. Pursuant to the Agreement,
Citizens will be merged into Sub.

THE MEETINGS

COMPANY SPECIAL MEETING

Purpose of the Special Meeting. The purpose of the Company Special Meeting is
to consider and vote upon a proposal to approve and adopt the Agreement which
provides, among other things, for the merger of Citizens with and into Sub and
in which Sub will be the surviving corporation.

Recommendation of the Board of Directors. The Board of Directors of the Company
(the "Company Board") has unanimously approved the Agreement and has determined
that the terms of the Merger and the Agreement are fair to and in the best
interests of the Company and its stockholders. The Company Board therefore
unanimously recommends that the Company's stockholders vote "FOR" approval and
adoption of the Agreement.

Solicitation and Revocation of Proxies. This Prospectus is being furnished to
the stockholders of the Company because of the solicitation of proxies by the
Company Board for use at the Company Special Meeting to be held at
a.m., local time, on , 1998 at Leawood, Kansas and
at any adjournment or adjournments thereof. Any proxy given does not affect the
right to vote in person at the Company Special Meeting and may be revoked at
any time before it is exercised; there is no formal method required for
revocation. The cost of solicitation of proxies for the Company Special Meeting
will be borne by the Company. In addition to solicitation by mail, the Company
may cause proxies to be solicited personally or by telephone or facsimile by
the Company's employees.

HOLDERS OF COMPANY COMMON STOCK ARE REQUESTED TO COMPLETE, SIGN AND DATE THE
ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID,
ADDRESSED ENVELOPE.

Voting of Proxies, Persons Entitled to Vote, and Vote Required. All shares
represented by a proxy given pursuant to this solicitation will be voted as
specified thereon at the Company Special Meeting. If no specification is given,
such shares will be voted in favor of the proposal to approve and adopt the
Agreement. The Company Board is not aware of any other business to be presented
at the Company Special Meeting. Should any such other business be presented at
the Company Special Meeting, the person or persons named in the proxy will vote
the same in accordance with their judgment; provided, however, that shares
voted against approval and adoption of the Agreement will not be used to
adjourn or postpone the Company Special Meeting.

The affirmative vote of the holders of at least a majority of the outstanding
shares of the Company Common Stock entitled to vote is required to approve and
adopt the Agreement. Only holders of Company Common Stock of record as of the
close of business on , 1998 are entitled to vote at the Company
Special Meeting. At the close of business on that date,

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shares of Company Common Stock were outstanding. Holders of shares of Company
Common Stock are entitled to one vote for each share held on the record date.

CITIZENS SPECIAL MEETING

Purpose of the Special Meeting. The purpose of the Citizens Special Meeting is
to consider and vote upon a proposal to approve and adopt the Agreement which
provides, among other things, for the merger of Citizens with and into Sub and
in which Sub will be the surviving corporation

Recommendation of the Board of Directors. The Board of Directors of Citizens
(the "Citizens Board") has unanimously approved the Agreement and has
determined that the terms of the Merger and the Agreement are fair to and in
the best interests of Citizens and its stockholders. The Citizens Board
therefore unanimously recommends that the Citizens' stockholders vote "FOR"
approval and adoption of the Agreement.

Persons Entitled to Vote and Vote Required. The affirmative vote of the holders
of at least a majority of the outstanding shares of the Citizens Common Stock
entitled to vote is required to approve the Agreement. Only holders of Citizens
Common Stock of record as of the close of business on , 1998 are
entitled at the Citizens Special Meeting. At the close of business on that
date, 25,000 shares of Citizens Common Stock were outstanding. Holders of
shares of Citizens Common Stock are entitled to one vote for each share held on
the record date. The Citizens Board is not soliciting proxies for use at the
Citizens Special Meeting.

THE CITIZENS BOARD IS NOT ASKING HOLDERS OF CITIZENS COMMON STOCK FOR A PROXY
AND HOLDERS OF CITIZENS COMMON STOCK ARE REQUESTED NOT TO SEND A PROXY.

THE MERGER

GENERAL

The Agreement and certain related matters are summarized below. This summary
does not purport to be a complete statement of the terms and conditions of the
Merger and is qualified in its entirety by, and made subject to, the more
complete information set forth in the Agreement attached as Annex A to this
Prospectus and incorporated herein by reference.

At the Effective Time, Citizens will merge with and into Sub, the separate
corporate existence of Citizens will cease and Sub will survive and continue to
exist as a wholly-owned subsidiary of the Company. The Agreement has been
structured so that the aggregate number and value of the Company Common Stock
to be issued to Citizens stockholders in the Merger is uncertain until the
closing date.

CONVERSION OF CITIZENS COMMON STOCK

At the Effective Time, automatically by virtue of the Merger and without any
action on the part of any party or stockholder, each share of Citizens Common
Stock (excluding (i) shares held by

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Citizens or by the Company or any of the Company Subsidiaries, in each case
other than in a fiduciary capacity and (ii) any shares with respect to which
dissenters' rights are being exercised) issued and outstanding immediately
prior to the Effective Time will be converted into that number of shares of the
Company Common Stock as is equal to the applicable conversion ratio determined
pursuant to the Agreement. The actual conversion ratio will be determined by
dividing the "Common Per Share Amount" by $15.00. The "Common Per Share Amount"
is determined by dividing the "Aggregate Company Value" by 25,000. The
"Aggregate Company Value" at the closing date depends on: (i) the Stockholders'
Equity (as defined in the Agreement) of Citizens at the Closing Date, and (ii)
the price of Company Common Stock for the ten trading days ending on the third
day prior to the Closing Date. If the merger had been consummated as of
September 30, 1998, when the Stockholders' Equity of Citizens and the Average
Gold Future Price (both terms as defined in the Agreement) were $16,839,303 and
$17.1313, respectively, each outstanding share of Citizens Common Stock would
have been converted into approximately 151 shares (or a total of approximately
3,777,094 shares) of Company Common Stock. The formula for calculating the
conversion ratio is set forth in Section 2.2 of the Agreement

EXCHANGE OF STOCK CERTIFICATES

At and after the Effective Time, the Company will make available to Exchange
Bank and/or to Midwest Capital (the "Exchange Agents"), such number of shares
of Company Common Stock as shall be issuable to the holders of Citizens Common
Stock. At the Effective Time, certificates evidencing shares of Citizens Common
Stock to be exchanged for shares of the Company Common Stock will be deemed for
all corporate purposes, other than the payment of dividends and other
distributions on such stock, to evidence ownership of such shares of the
Company Common Stock. As soon as practicable after the Effective Time, the
Company, on behalf of the Exchange Agents, will send a notice and transmittal
form to each record holder of certificates for Citizens Common Stock advising
such holder of the procedures for surrendering Citizens certificates to the
Company or its agent in exchange for a certificate for the number of whole
shares of the Company Common Stock to which such holder is entitled. The shares
of the Company Common Stock will be deemed to have been issued at the Effective
Time. Promptly following the surrender of the Citizens certificates, the
Company or its agent will deliver to the surrendering Citizens stockholders, or
to a brokerage account established at Midwest Capital, at the option of each
surrendering Citizens stockholder, certificates evidencing whole shares of the
Company Common Stock and a check for the cash amount of any fractional
interest. See "--Fractional Shares." Holders of Citizens Common Stock will be
entitled to dividends, without interest, that may be declared and payable to
holders of record of the Company Common Stock after the Effective Time;
provided, however, that any such dividends will be remitted to each Citizens
stockholder entitled thereto, without interest, at the time that such
certificates representing shares of Citizens Common Stock are surrendered for
exchange, subject to any applicable abandoned property, escheat or similar law.

FRACTIONAL SHARES

Neither certificates nor scrip representing fractional shares of the Company
Common Stock will be issued. In lieu thereof, each holder of shares of Citizens
Common Stock who would otherwise have been entitled to a fraction of a share of
the Company Common Stock will be paid the cash value of

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<PAGE>

such fraction determined by multiplying such fraction by $15.00. The Company
will make available to the Exchange Agents, as required from time to time, any
cash necessary for this purpose.

BACKGROUND OF NEGOTIATIONS

The Buford family has owned directly or indirectly a majority of the
outstanding stock of Citizens since 1991. Under Oklahoma law, a simple majority
of the outstanding Citizens Common Stock has the power to approve a merger.

In recent years, management of Citizens has periodically received inquiries or
expressions of interest with respect to a possible acquisition of the Bank from
various entities; however, neither Citizens nor the Bank engaged any finder or
broker. With the exception of the following, such inquiries did not result in
serious negotiations or in the exchange of confidential information.

In May 1998, John O'Connor from the Kansas City office of GRA Thompson White &
Co. P.C., on behalf of the Company, contacted Citizens to arrange a meeting to
discuss a possible business combination. Subsequently, on May 26, 1998 Michael
W. Gullion, President and Chief Executive Officer of the Company, met with E.
E. Dillard and Eric Bohne in Tulsa, Oklahoma to discuss a possible acquisition
of Citizens by the Company.

On June 24, 1998, the Company sent a letter to Mr. Dillard expressing formally
the Company's interest in acquiring Citizens. The letter proposed an exchange
ratio of approximately 86.36 shares of Company Common Stock for each
outstanding share of Citizens Common Stock, which would have resulted in a
total price of approximately $47,500,000 based upon the market price of the
Company Common Stock on the date of that letter. That proposal was not
acceptable to Citizens and no counter offer was made. On July 9, 1998, the
Company sent another letter to Mr. Dillard confirming its earlier expression of
interest in acquiring Citizens and increasing the amount of proposed
consideration. This letter increased the proposed exchange ratio to 95.24
shares of Company Common Stock for each outstanding share of Citizens Common
Stock, which would have resulted in a total price of approximately $50,000,000
based upon the market price of the Company Common Stock on the date of that
letter.

On July 22, 1998, representatives of the Company (Mr. Gullion from the Company
and Thomas G. Rudkin from Advest, Inc.), Mr. Dillard, Mr. Bohne, Daniel Buford,
Sam Buford, Stephen Buford, and a representative of Crowe and Dunlevy, P.C.
(outside legal counsel for Citizens and the Bank) met in Oklahoma City,
Oklahoma to further discuss the possibility of the Company acquiring Citizens.
At the meeting, representatives of the Company presented a proposal that
included an increase in the consideration over that previously proposed in the
Company's July 9 letter that would be paid to the stockholders of Citizens. The
parties then executed a confidentiality agreement and certain information was
provided to the Company describing the operations and financial conditions of
Citizens and the Bank.

Following the July 22 meeting, on July 24, 1998, the Company sent another
letter to Mr. Dillard. This letter proposed an exchange ratio of approximately
106.67 shares of Company Common Stock for each outstanding share of Citizens
Common Stock, which would have resulted in a total price of approximately
$56,000,000 based upon the market price of the Company Common Stock on the date

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<PAGE>

of the letter. In addition, this letter contemplated the granting of
registration rights to "affiliates" of Citizens in order to register the
reoffering or resales of Company Common Stock to be received by affiliates of
Citizens in the Merger.

On August 3, 1998, the Company commenced its due diligence investigation of
Citizens and the Bank. Shortly thereafter, Mr. Dillard and other
representatives of Citizens began active negotiation of the price, terms, and
structure of the transaction with management of the Company which resulted in
the final terms as set forth in the Agreement and Plan of Reorganization, dated
as of September 1, 1998 (the "Original Agreement"). The Company Board reviewed
the form of the Original Agreement at a meeting held on August 11, 1998 and
approved the Merger and the Original Agreement. The Citizens Board reviewed the
form of the Original Agreement at a meeting held on September 1, 1998 and
approved the Merger and the Original Agreement. The Original Agreement was
executed by both parties on September 1, 1998.

On October 1, 1998, Messrs. Gullion and Bouchey met with Mr. Daniel Buford, Mr.
Dillard and Mr. Bohne in Tulsa, Oklahoma to discuss an amendment to the
Original Agreement to ensure that the proposed transaction qualifies for
pooling of interest accounting treatment. At this meeting, the parties
negotiated changes to the formula in the Original Agreement used to determine
the conversion ratio. Specifically, the adjustment to the conversion ratio for
contributions to Citizens' capital for the repayment of Citizens' debt, as
previously contemplated, was eliminated. On October 5, 1998, the parties
executed the Amended and Restated Agreement and Plan of Reorganization (the
"Agreement"). A copy of the Agreement is included herein as Annex A.

REASONS FOR THE MERGER

Company. In negotiating the terms of the Merger and in considering its
recommendation for the approval for the Agreement, the Company Board considered
a number of factors including, without limitation, the following (which are all
the material factors that the Company Board considered):

(a) The anticipated merger consideration to be paid to the Citizens
stockholders in relation to the book value and earnings per share of the
Citizens Common Stock;

(b) The Company Board's review of the business, operations and financial
condition of Citizens, as well as the market presence, economies of scale,
cost savings opportunities, and enhanced opportunities for growth made
possible by the Merger;

(c) The Company Board's recognition of the complimentary nature of the
markets served and products offered by the Company and Citizens in
expectation that the Merger would provide it with opportunities for
additional growth, and permitted the Company to establish its market
presence in Oklahoma in a manner that would provide greater geographic
diversification;

(d) The impact of the Merger on depositors, employees, customers and
communities served by the Company and Citizens;

(e) The expectation that the Merger will be a tax-free transaction to the
Company, Citizens and their stockholders and that the Merger will be
accounted for under the pooling of interest method of accounting. See "--
Federal Income Tax Consequences" and "--Accounting Treatment;"

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<PAGE>

(f) The Merger is consistent with the Company's ongoing strategy of growth
through acquisitions of community banks and businesses with strong existing
management; and

(g) The terms of the Agreement and the other documents executed in
connection with the Merger.

The Company Board did not assign any specific or relative weights to the
factors under consideration and reviewed all of the foregoing factors as
favoring the proposed transaction.

THE COMPANY BOARD UNANIMOUSLY RECOMMENDS THAT COMPANY STOCKHOLDERS VOTE "FOR"
APPROVAL AND ADOPTION OF THE AGREEMENT.

Citizens. The Citizens Board believes that the terms of the Agreement are fair
to, and in the best interests of, Citizens and its stockholders. In considering
the terms and conditions of the Agreement, the Citizens Board considered a
number of factors. They did not assign any relative or specific weights to the
factors considered. The material factors considered were:

The Financial Terms and Structure of the Merger. The Citizens Board is of
the view that, based on historical and anticipated trading ranges for the
Company Common Stock, the value of the consideration to be received by
Citizens stockholders represents a fair multiple of Citizens per share book
value and earnings. Additionally, the Board recognized that the shares of
the Company Common Stock are listed for trading on NASDAQ and provide a
liquid investment as compared to shares of Citizens Common Stock. The
Citizens Board also considered that the Merger would qualify as a tax-free
reorganization under the Internal Revenue Code of 1986, as amended (the
"Code"). See "Federal Income Tax Consequences."

The Non-Financial Terms of the Merger. The Citizens Board considered the
social and economic effect on the employees, depositors and customers of,
and others dealing with, the Bank and on the community in which the Bank
operates. They concluded that because of its large menu of banking and
banking related products, strong management, transaction experience and
history of operating acquired banking locations as community banks, the
Company would be an excellent successor to Citizens as the owner of the
Bank. In addition, the Citizens Board considered that the Company has an
operating policy and history of retaining the names of financial
institutions it has acquired, retaining a local board of directors to
govern such institutions, and maintaining a local presence in the
communities where such institutions are located.

THE CITIZENS BOARD UNANIMOUSLY RECOMMENDS THAT CITIZENS STOCKHOLDERS VOTE "FOR"
APPROVAL AND ADOPTION OF THE AGREEMENT.

OPERATIONS AND MANAGEMENT AFTER THE MERGER

At the Effective Time, the separate corporate existence of Citizens will
terminate and all of the assets and liabilities of Citizens will become assets
and liabilities of Sub. The Articles of Incorporation and Bylaws of Sub as in
effect immediately prior to the Effective Time shall be and remain the Articles
of Incorporation and Bylaws of the surviving corporation from and after the
Effective Time until amended as provided by law. The officers and directors of
Sub will become the officers and directors of the surviving corporation from
and after the Effective Time. The Bank will receive assistance in

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<PAGE>

bringing new methods and systems to the Bank. The Company also expects to
enhance the net interest margin and non-interest income of the Bank by
expanding the products and services offered.

The Company will analyze the Bank's operations for potential efficiencies. The
Company anticipates achieving operating cost savings through the proposed
consolidation and the elimination of redundant costs. While there can be no
assurances that operating cost savings will be realized or in what fiscal
period the savings will actually be recorded, plans are currently being
developed to realize operating cost savings. It is expected that the annualized
level of operating cost savings achieved will be realized unevenly throughout
the period of consolidation, with the majority of any savings realized in the
latter part of the period. The extent to which operating cost savings will be
achieved depends, among other things, on the regulatory environment and
economic conditions, and may be affected by unanticipated changes in business
activities, inflation and operating costs.

CONDITIONS TO THE MERGER

Consummation of the Merger is subject to the fulfillment of certain conditions
set forth in the Agreement, including the following:

(a) Approval of the Agreement by the holders of a majority of all the
outstanding shares of Citizens Common Stock;

(b) Approval of the Agreement by the holders of a majority of all
outstanding shares of Company Common Stock.

(c) The accuracy of representations of the Company, Sub and Citizens made
in the Agreement and the performance of their respective obligations
thereunder;

(d) The absence of a material adverse event since September 1, 1998,
affecting the financial condition, properties, assets, liabilities, rights
or business of the Company, Citizens or the Bank;

(e) The absence on the Closing Date, except as previously disclosed, of (1)
any actions, suits, claims, demands or other proceedings or investigations
pending or threatened against or affecting the properties, assets, rights
or business of Citizens or the Bank or the right to carry on their
respective businesses; (2) any debt, liability or obligation of Citizens or
the Bank not reflected in their financial statements or not incurred in the
ordinary course of business; and (3) any material breach or default of
Citizens or the Bank under any material agreement or commitment.

(f) The receipt by the Company, Citizens and the Citizens stockholders of
an opinion from Blackwell Sanders Peper Martin LLP relating to certain tax
matters;

(g) The receipt by the Company of an opinion from Crowe & Dunlevy, P.C. as
to certain corporate matters regarding Citizens and the Bank;

(h) The receipt by Citizens of an opinion from Blackwell Sanders Peper
Martin LLP as to certain corporate matters regarding the Company and Sub;

(i) The receipt by the Company of an opinion from KPMG Peat Marwick LLP
that the transaction will qualify for pooling of interest accounting
treatment;

(j) The receipt by Citizens of a registration rights agreement (in the form
of exhibit 6.5 to the Agreement) properly executed and dated as of the
Closing Date;

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<PAGE>

(k) The receipt by the Company of an affiliate letter from each person who
is an "affiliate" of Citizens or the Bank at the time the Agreement is
submitted for approval of the stockholders of the Company;

(l) The absence of any pending or threatened litigation that could
reasonably result in restraining, enjoining or prohibiting consummation of
the Merger; and

(m) The receipt of necessary regulatory approvals.

CONDUCT OF BUSINESS PENDING THE MERGER

Until either the Merger is completed or the Agreement is terminated, the
Company, Sub, Citizens and the Bank have agreed to carry on their business in
the usual, regular and ordinary course in substantially the same manner as they
conducted prior to the execution of the Agreement. Both the Company and
Citizens have also agreed to certain limitations on their ability to engage in
material transactions. Among those limitations, Citizens and the Bank have
agreed, subject to certain exceptions, to refrain from:

. Amending its articles of incorporation or bylaws;

. Making any capital expenditure or entering into any material contract or
commitment (except loan commitments) in excess of $15,000;

. Making any single loan or commitment for a loan in an amount greater than
$500,000.00;

. Acquiring a substantial equity interest in or substantial portion of the
assets in any business or entity that would be material; or

. Entering into, modifying, amending, renewing, or terminating any material
contract, agreement or lease for goods, services or office space.

The Company has agreed among other limitations, subject to certain exceptions,
to refrain from acquiring other entities other than acquisitions in existing or
related lines of business of the Company where the fair market value of the
total consideration does not exceed $56,000,000 per acquisition. The Company
and Sub have also agreed not to amend its articles of incorporation or bylaws.

NO SOLICITATION

The Agreement provides that, unless and until the Merger has been terminated,
neither Citizens nor the Bank will directly or indirectly solicit or encourage
or hold discussions or negotiations with, or provide information to, any person
in connection with any proposal from any person relating to the transfer of all
or a substantial portion of the business, assets or stock of Citizens or the
Bank. Citizens is required to promptly advise the Company of the receipt of,
and the substance of, any such proposal or inquiry.

WAIVER AND AMENDMENT

Prior to or at the Effective Time, any provision of the Agreement, including,
without limitation, the conditions to consummation of the Merger, may be (i)
waived, to the extent permitted under law, in writing by the party which is
entitled to the benefits thereof; or (ii) amended at any time by written
agreement of the parties, whether before or after approval of the Agreement by
the stockholders of

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<PAGE>

Citizens; provided, however, that after any such approval, no such amendment or
modification shall alter the amount or change the form of the consideration or
alter or change any of the terms of the Agreement if such alteration or change
would adversely affect the holders of Citizens Common Stock. It is anticipated
that a condition to consummate the Merger would be waived only in those
circumstances where the Board of Directors of the Company, Sub, or Citizens, as
the case may be, deems such waiver to be in the best interests of such company
and its stockholders.

TERMINATION OF THE MERGER

The Agreement and the Merger may be terminated at any time prior to the closing
date, provided that the terminating party is not then in material breach of the
Agreement, by:

(a) The mutual consents of the Boards of Directors of the Company, Sub and
Citizens;

(b) The Company, if any regulatory approval shall be denied or if any such
regulatory approval shall be conditioned or restricted in any manner which
would materially adversely affect the operations of or would be unduly
burdensome to the Company;

(d) Citizens or the Company upon written notice to the other of any other
condition imposed for the benefit of such party that shall not have been
satisfied or waived prior to the Closing Date;

(e) Citizens or the Company if the Merger has not been consummated by
December 31, 1998, unless the Company and Citizens agree to extend the
deadline;

(f) Citizens or the Company in the event the Company stockholders fail to
vote their approval of the Agreement;

(g) Citizens or the Company in the event the Citizens stockholders fail to
vote their approval of the Agreement; or

(h) The Company, in the event the Citizens Board (i) fails to recommend to
its stockholders the approval of the Agreement; or (ii) has resolved not to
recommend to its stockholders approval of the Merger to the exclusion of
any other business combination involving the acquisition of Citizens or the
Bank; or (iii) has affirmed, recommended or authorized entering into
another transaction involving a merger, share exchange, consolidation or
transfer of substantially all of the assets of Citizens or Bank; or (iv)
fails to call and hold the Citizens Special Meeting for purposes of voting
on the approval of the Merger.

EFFECTIVE TIME

It is presently anticipated that the Effective Time of the Merger will occur
sometime in the fourth quarter of 1998, but no assurance can be given to that
effect.

FEDERAL SECURITIES LAWS CONSEQUENCES

The shares of the Company to be issued pursuant to the Merger have been
registered under the Securities Act of 1933, as amended (the "Securities Act").
The provisions of Rule 145 under the Securities Act allow such shares to be
sold without restriction by stockholders of Citizens who are not deemed to be
"affiliates" (as that term is defined in the rules under the Securities Act) of

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<PAGE>

Citizens and who do not become affiliates of the Company. The shares of the
Company to be issued to affiliates of Citizens may be resold only pursuant to
an effective registration statement, pursuant to Rule 145 under the Securities
Act, or in transactions otherwise exempt from registration under the Securities
Act.

RESALE OF COMPANY COMMON STOCK

The shares of Company Common Stock issued pursuant to the Agreement will be
freely transferable under the Securities Act, except that shares received by an
affiliate of Citizens may not be resold except in transactions permitted by
Rule 145 or as otherwise permitted under the Securities Act. It is a condition
to the obligations of the Company and Sub to consummate the Merger that
Citizens shall deliver to the Company a letter from each affiliate (an
"Affiliate Letter") in substantially the form of Exhibit 7.9 attached to the
Agreement. As of the date of the Agreement, Citizens has identified its
affiliates as being each of its directors, each of its executive officers, and
Sharon Buford.

An Affiliate Letter will constitute an agreement by each affiliate with the
Company to the effect that such affiliate: (i) will not sell, transfer or
otherwise dispose of any shares of Company Common Stock issued to such a person
in connection with the Merger, except pursuant to an effective registration
statement or in compliance with Rule 145 or another exemption from the
registration requirements of the Securities Act, and (ii) has not made or will
not make any disposition or other reduction of such person's risk relative to
any Company or Citizens stock during the period commencing 30 days prior to the
Effective Time of the Merger and ending at such time as the financial results
covering at least 30 days of post-Merger combined operations have been
published by the Company. The "affiliates" of the Company are also subject to
the restrictions referred to in clause (i) during such risk-sharing period.

The Company has agreed to enter into a registration rights agreement with the
affiliates of Citizens, to be dated the Closing Date, in substantially the form
of Exhibit 6.5 attached to the Agreement (the "Registration Rights Agreement").
In the Registration Rights Agreement, the Company will agree to register for
resale, after the risk-sharing period has been satisfied, the shares of Company
Common Stock received by the affiliates in connection with the Merger, either
by filing a post-affective amendment to the Registration Statement that would
replace this Prospectus with a reoffering prospectus, or by filing another
registration statement to cover such resales. The Registration Rights Agreement
will contain customary provisions for indemnification against certain
liabilities, including liabilities under the Securities Act. This Prospectus
does not cover resales of Company Common Stock by the affiliates of Citizens,
but, as discussed above, the Registration Statement may be amended to include a
reoffering prospectus that would cover such resales.

FEES AND EXPENSES OF THE MERGER

Each party is responsible for its own expenses in connection with the Merger;
provided, however, that Citizens will pay up to $30,000.00 of the total cost
associated with (i) the certified audit of the financial statements of Citizens
and (ii) the preparation and filing of the Registration Statement and
Prospectus.

Notwithstanding the foregoing, the Company must pay all of Citizens' out-of-
pocket costs and expenses incurred in connection with the Agreement, up to but
not exceeding $100,000, if the

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<PAGE>

Agreement is terminated by the Company or Citizens in the event the
stockholders of the Company fail to vote their approval of the Agreement.
Similarly, Citizens must pay all of the Company's out-of-pocket costs and
expenses incurred in connection with the Agreement, up to but not exceeding
$100,000, if the Agreement is terminated by:

(a) The Company in the event the Citizens Board (i) fails to recommend to
its stockholders the approval of the Merger to their exclusion of any other
business combination involving the acquisition of Citizens or the Bank;
(ii) have resolved to recommend to its stockholders the approval of the
Merger; (iii) have affirmed, recommended or authorized entering into any
other business combination; and (iv) failed to call and hold a special
meeting for purposes of voting on the approval of the Merger; or

(b) The Company or Citizens in the event stockholders of Citizens fail to
vote approval of the Agreement.

RIGHTS OF DISSENTING STOCKHOLDERS

Availability of Appraisal Rights

Under the KGCC, holders of the Company Common Stock have no dissenters'
appraisal rights in connection with the Merger. However, holders of record of
Citizens Common Stock will have the right to exercise dissenters' appraisal
rights under the OGCA. Pursuant to Section 1091 of the OGCA, holders of record
of Citizens Common Stock who object to the Merger in writing and who follow the
procedures prescribed by Section 1091 will be entitled to receive a cash
payment equal to the value of the Citizens Common Stock held by them in lieu of
receiving the consideration proposed under the Agreement. Set forth below is a
summary of the procedures that holders of Citizens Common Stock must follow in
order to exercise dissenters' appraisal rights under Section 1091. This summary
does not purport to be complete and is qualified in its entirety by reference
to Section 1091, a copy of which, as of the date hereof, is attached hereto as
Appendix B and is incorporated herein by reference, and to any amendments to,
or modifications of, such provisions as may be adopted after the date hereof.

ANY HOLDER OF CITIZENS COMMON STOCK CONTEMPLATING THE POSSIBILITY OF OBJECTING
TO THE MERGER IN WRITING SHOULD CAREFULLY REVIEW THE TEXT OF APPENDIX B
(PARTICULARLY THE SPECIFIED PROCEDURAL STEPS REQUIRED TO PERFECT DISSENTERS'
APPRAISAL RIGHTS) AND SHOULD CONSULT AS APPROPRIATE WITH SUCH HOLDER'S LEGAL
COUNSEL. DISSENTERS' APPRAISAL RIGHTS WILL BE LOST IF THE PROCEDURAL
REQUIREMENTS OF SECTION 1091 OF THE OGCA ARE NOT FULLY AND PRECISELY SATISFIED.

Exercise of Appraisal Rights

A stockholder of Citizens who desires to dissent from the Merger pursuant to
Section 1091 of the OGCA and receive cash payment for his or her shares must
comply with each of the following conditions and requirements:

1. Such stockholder must deliver to Citizens before the taking of the vote
on the Merger a written demand for appraisal of such stockholder's shares.
Such demand should be delivered or

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<PAGE>

mailed in time to arrive before the vote to be taken at the Citizens
Special Meeting, to Citizens at 2500 W. Edison, Tulsa, Oklahoma 71427, to
the attention of the corporate secretary. Such a written demand must be
made in addition to, and separate from, any proxy or vote against adoption
and approval of, the Merger. Neither a proxy vote against, nor a vote at
the Citizens Special Meeting against, nor a failure to vote for, nor
abstaining from voting on the Merger will constitute the required written
demand.

2. Such stockholder must not vote by proxy or in person in favor of
adoption and approval of the Merger. A stockholder who abstains from voting
by marking a proxy "abstain" or by otherwise not voting will not thereby be
foreclosed from exercising dissenters' rights. The failure of a stockholder
to vote at the Citizens Special Meeting will not constitute a waiver of his
or her rights as a dissenting stockholder.

Within 10 days from the Effective Time of the Merger, the Company must mail to
any stockholder who has complied with the two conditions described above (a
"Dissenting Stockholder") written notice that the Merger has become effective.

Within 120 days after the Effective Time of the Merger, either the Company or
any Dissenting Stockholder may file a petition with the district court
demanding a determination of the value of the stock of all Dissenting
Stockholders of Citizens represented by the shares of stock owned by the
Dissenting Stockholder. Any Dissenting Stockholder may, at any time within 60
days after the Effective Time of the Merger, withdraw the demand for appraisal
and accept the terms of the Merger Agreement. Dissenting Stockholders are
entitled to receive from the Company, upon written request, a statement setting
forth the aggregate number of shares not voted in favor of the Merger and with
respect to which demands for appraisal have been received and the aggregate
number of holders of such shares.

If such an action is commenced, the Company would be required to file with the
court a certified list containing the names and addresses of all Dissenting
Stockholders. If so ordered by the court, the clerk of the court would then
give notice of the time and place fixed for the hearing on the petition by
registered or certified mail to the Company and to all Dissenting Stockholders.
Notice would also be published in a newspaper of general circulation in
Oklahoma City, Oklahoma or other publication as the court deems advisable.

At the hearing, the court would determine the stockholders who have perfected
their dissenters' rights and may require them to submit their stock
certificates to the court clerk for notation thereon of the tendency of the
appraisal proceedings, and may dismiss the proceedings with respect to any
Dissenting Stockholder who fails to comply with that order. The court would
then, taking into account all relevant factors, determine the fair value of the
stock of all of the Dissenting Stockholders of such corporation exclusive of
any element of value arising from the accomplishment or expectation of the
Merger, and order its payment to the Dissenting Stockholders, together with a
fair rate of interest, if any, to be paid upon such amount. Discovery and other
pretrial proceedings would be conducted to the extent permitted by the court in
its discretion. Interest may be simple or compound as the court may direct.
Court costs would be imposed upon the parties as the court directs. Upon
application of any Dissenting Stockholder, the court may order all or a portion
of the expenses incurred by any Dissenting Stockholder in connection with the
appraisal proceedings,

30
<PAGE>

including, without limitation, reasonable attorney's fees and the fees and
expenses of experts, to be charged pro rata against all of the shares entitled
to an appraisal.

Any stockholder who has duly demanded appraisal in compliance with Section 1091
of the OGCA will not, after the Effective Time, be entitled to vote for any
purpose the shares of stock subject to such demand or to receive payment of
dividends or other distributions with respect to the shares held by such
holder, except for dividends or distributions payable to stockholders of record
at a date prior to the Effective Time of the Merger.

A demand for appraisal must be made by or for and in the name of the
stockholder of record, fully and correctly, as such stockholder's name appears
on the stockholder's stock certificates. Such demand cannot be made by the
beneficial owner if the stockholder does not also hold the shares of record. If
the stock is owned of record in a fiduciary capacity, such as by a trustee,
guardian, or custodian, such demand must be executed by the fiduciary. If the
stock is owned of record by more than on person, as in a joint tenancy or
tenancy in common, such demand must be executed by all joint owners. An
authorized agent, including an agent for two or more joint owners, may execute
the demand for appraisal for a stockholder of record; however, the agent must
identify the record owner and expressly disclose the fact that, in exercising
the demand, he or she is acting as agent for the record owner.

A record owner, such as a broker, who holds stock as a nominee for others, may
exercise the right of appraisal with respect to the shares held for all or less
than all beneficial owners of shares held by the record owner. In such case,
the written demand must set forth the number of shares as to which appraisal is
sought. If the number of shares as to which appraisal is sought is not
expressly mentioned, the demand will be presumed to cover all shares of stock
outstanding in the name of such record owner. Persons whose shares are held by
brokers or other nominees and who desire to exercise dissenters' rights of
appraisal should consider either (a) arranging to have their shares transferred
into their own names of record and making the necessary written demand for
appraisal or (b) arranging to have their broker or other nominee, as the case
may be, take all of the steps necessary to comply with the applicable statute.

Stockholders who have elected to dissent are bound by their election unless
they withdraw their demand within 60 days after the Effective Time and may not
thereafter withdraw their election and receive Company Common Stock or cash, as
the case may be, without the written consent of the Company.

The foregoing summary does not purport to be a complete statement of the
appraisal rights of dissenting stockholders, and is qualified in its entirety
by reference to the applicable provisions of Section 1091 of the OGCA, which
are reproduced in full as Appendix B to this Prospectus.

TRANSACTIONS BETWEEN THE COMPANY AND CITIZENS

No shares of Citizens Common Stock are presently owned by the Company or by any
of the Company Subsidiaries or principals, or by trustees for the benefit of
the Company or any of the Company Subsidiaries, stockholders or employees as a
class or by an escrow arrangement instituted by the Company.

31
<PAGE>

ACCOUNTING TREATMENT; RESTRICTIONS ON SALES BY AFFILIATES

It is intended that the Merger will qualify as a pooling of interest for
accounting and financial reporting purposes. Under this method of accounting,
the consolidated assets and liabilities of Citizens will be carried forward to
the consolidated financial statements of the Company at their recorded amounts
and the historical consolidated net income of Citizens, if material, will be
included in the historical net income of the Company.

In order for the Merger to qualify as a pooling of interest, each person who is
an "affiliate" (as defined in the rules under the Securities Act) of Citizens
at the time the Agreement is submitted for the approval of Citizens'
stockholders must agree in writing not to sell, pledge, transfer or otherwise
dispose of, or reduce such stockholder's risk relative to, any shares of the
Company Common Stock until financial results covering at least 30 days of
combined operations of the Company and Citizens have been published. Pursuant
to the Agreement, the Company has agreed to publish such results in a timely
manner.

FEDERAL INCOME TAX CONSEQUENCES

The following discussion is based upon the provisions of the Code, the
applicable regulations thereunder, judicial authority, current administrative
rulings and practice as of the date hereof and the opinion to be provided by
Blackwell Sanders Peper Martin LLP. The opinion of Blackwell Sanders Peper
Martin LLP will be based upon certain assumptions and representations by the
management of each of Citizens and the Company. A ruling from the Internal
Revenue Service concerning the tax consequences of the Merger will not be
requested. The following discussion does not address the federal income tax
consequences to special classes of taxpayers including, without limitation,
foreign corporations, tax exempt entities and persons who acquired their
Citizens Common Stock pursuant to the exercise of an employee option or
otherwise as compensation.

In the opinion of Blackwell Sanders Peper Martin LLP, the Merger will
constitute a reorganization within the meaning of Section 368(a)(1) of the
Code. Consequently:

1. Stockholders of Citizens will not recognize gain or loss upon the
receipt of the Company Common Stock in exchange for their shares of
Citizens Common Stock.

2. The basis of the Company Common Stock received by stockholders of
Citizens in the Merger will equal the basis of their stock exchanged,
adjusted for any gain or loss realized in the transaction.

3. The tax holding period of the Company Common Stock received by
stockholders of Citizens in the Merger will include the holding period of
their stock exchanged.

4. Cash paid to holders of shares of Citizens Common Stock who dissent from
the Merger and cash paid to holders of shares of Citizens in lieu of
fractional shares will be treated as proceeds of sales on which gain or
loss will be recognized.

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. EACH CITIZENS STOCKHOLDER SHOULD CONSULT HIS OR HER OWN TAX
ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO HIM OR HER,
INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE AND LOCAL AND OTHER TAX
LAWS.

32
<PAGE>

SECURITY OWNERSHIP OF CITIZENS COMMON STOCK

The following information pertains to Citizens Common Stock beneficially owned,
directly or indirectly, as of September 30, 1998, by (i) each director and
executive officer of Citizens, (ii) all directors and executive officers as a
group and (iii) each person known to Citizens to own beneficially 5% or more of
the outstanding Citizens Common Stock. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission which
generally attribute beneficial ownership of securities to persons who possess
sole or shared voting power and/or investment power with respect to those
securities. Except as noted below, beneficial owners have sole voting and
investment power with respect to all shares shown as beneficially owned by
them.

<TABLE>
<CAPTION>
NAME OF DIRECTOR OR EXECUTIVE
OFFICER
OR NAME AND ADDRESS OF NUMBER OF SHARES PERCENTAGE OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
----------------------------- ------------------ ---------------------
<S> <C> <C>
Daniel Buford(2)............... 3,750 15.00%
P.O. Box 3669
Tulsa, OK 74101
Sam Buford(3).................. 5,167 20.67%
P.O. Box 3669
Tulsa, OK 74101
Sharon Buford.................. 5,166 20.66%
P.O. Box 3669
Tulsa, OK 74101
Stephen Buford(4).............. 5,167 20.67%
P.O. Box 3669
Tulsa, OK 74101
Eric Bohne(5).................. 2,875 11.50%
5120 S. Garnett
Tulsa, OK 74146
E.E. Dillard(6)................ 2,875 11.50%
5120 S. Garnett
Tulsa, OK 74146
All Directors and Executive
Officers (five persons) as a
group......................... 19,834 79.34%
</TABLE>
- --------
(1) At the close of business on September 30, 1998, there were 25,000 shares of
Citizens Common Stock outstanding.
(2) Daniel Buford is a director of Citizens.
(3) Sam Buford is a director of Citizens.
(4) Stephen Buford is a director of Citizens.
(5) Eric Bohne is the President and a director of Citizens.
(6) E.E. Dillard is the Chief Executive Officer and Chairman of the Board of
Citizens.

33
<PAGE>

COMMON STOCK PER SHARE PRICES AND DIVIDENDS

Shares of the Company Common Stock are listed on NASDAQ. As of September 30,
1998, there were 301 holders of record (representing approximately 2,161
beneficial owners) of Company Common Stock. As of September 30, 1998, there
were six (6) holders of record of Citizens Common Stock. There is no
established public trading market for the shares of Citizens Common Stock.

The following table sets forth the high and low sales prices for Company Common
Stock and cash dividends declared on Citizens Common Stock and Company Common
Stock thereon during the periods indicated.

<TABLE>
<CAPTION>
CITIZENS(2) COMPANY(1)
----------- --------------------
STOCK
PRICES
-----------
1996 DIVIDENDS HIGH LOW DIVIDEND
---- ----------- ----- ----- --------
<S> <C> <C> <C> <C>
Fourth Quarter........................... $ 0.00 $4.63 $4.19 $0.00
<CAPTION>
1997
----
<S> <C> <C> <C> <C>
First Quarter............................ 0.00 5.94 4.25 0.00
Second Quarter........................... 0.00 7.25 5.25 0.02
Third Quarter............................ 0.00 10.25 6.94 0.02
Fourth Quarter........................... 0.00 13.13 9.25 0.02
<CAPTION>
1998
----
<S> <C> <C> <C> <C>
First Quarter............................ 0.00 13.38 11.63 0.01
Second Quarter........................... 158.80(3) 22.75 12.50 0.03
Third Quarter............................ 0.00 21.75 14.00 0.00
</TABLE>
- --------
(1) The high and low sale prices of, and dividends declared on, Company Common
Stock are adjusted to reflect the 2 for 1 stock split completed on May 18,
1998.
(2) There were no known sales of Citizens Stock during such periods.
(3) Citizens converted to Subchapter S corporation status for tax purposes
effective January 1, 1997. Dividends paid in 1998 represent distributions
sufficient for stockholders of Citizens to pay applicable tax liabilities.

COMPARATIVE RIGHTS OF STOCKHOLDERS

GENERAL

Citizens is incorporated in the State of Oklahoma. Citizens stockholders, whose
rights are currently governed by Oklahoma law (including the OGCA), the
Certificate of Incorporation of Citizens (the "Citizens Certificate") and the
Amended and Restated Bylaws of Citizens (the "Citizens Bylaws"), will, upon
consummation of the Merger, become stockholders of the Company. After such
time, their rights will be governed by Kansas (including the KGCC) law; and
they will be subject to the provisions of the Restated Articles of
Incorporation of the Company (the "Company Articles") and the Amended and
Restated Bylaws of the Company (the "Company Bylaws").

Material differences that may affect the rights and interests of stockholders
of Citizens are set forth below. This summary is not intended to be an
exhaustive description of the provisions discussed. It is qualified in its
entirety by reference to the Citizens Certificate, the Citizens Bylaws, the
Company Articles, the Company Bylaws and the OGCA and the KGCC.

34
<PAGE>

NUMBER OF DIRECTORS AND TERM

Under the Citizens Bylaws, the Citizens Board consists of at least one, but not
more than ten directors and currently consists of five directors until such
number is changed by the Board, each of who serve a term of one year. Under the
Company Articles and the Company Bylaws, the Company Board consists of at least
three, but not more than fifteen directors. Currently, the Company Board
consists of six directors. The Company Bylaws provide that directors are
elected to a three year term. The Company Articles and the Company Bylaws
provide for a staggered Board of Directors comprised of three classes as nearly
equal in size as practicable. Each class holds office until the third annual
meeting for election of directors following the election of such class.

Under the Company Bylaws, the Company Board may also appoint individuals to
serve as members of an advisory board of directors. Such advisory directors
attend all meetings of the Company Board and serve in the same capacity as a
director of the Company, however, advisory directors do not have the power to
vote. There are currently no advisory directors of the Company. The Citizens
Bylaws also provide for the appointment of advisory directors who advise with
respect to the affairs of Citizens. There are currently no advisory directors
of Citizens.

REMOVAL OF DIRECTORS

Under the OGCA, any director or the entire Citizens Board may be removed by a
majority of the stockholders with or without cause. The Company Articles
provide that any director or the entire Company Board may only be removed for
"cause," as defined in the Company Articles.

SPECIAL MEETINGS

The Citizens Bylaws provide that the President, the Citizens Board, or
stockholders holding not less than a majority of the outstanding capital stock
entitled to vote may call a special meeting of the Citizens stockholders. The
Company Bylaws provide that special meetings of the Company stockholders may
only be called by the Chief Executive Officer, the Company Board, or upon the
written request of the holders of not less than fifty-five percent of the
outstanding shares of Company Common Stock.

AMENDMENT OF ARTICLES OR CERTIFICATE OF INCORPORATION

Under the OGCA, the Citizens Certificate may be amended upon a resolution
adopted by the Citizens Board proposing the amendment and its submission to the
Citizens stockholders for their approval by the majority of the shares of
Citizens Common Stock entitled to vote. The Company Articles provide that
certain provisions of the Company Articles may not be repealed or amended
without the affirmative vote of holders of at least two-thirds of the
outstanding shares of voting stock. Company stockholders holding a majority of
the Company Common Stock may otherwise amend, alter, change or repeal any
provision of the Company Articles.

ACTION BY WRITTEN CONSENT OF STOCKHOLDERS

The Citizens Bylaws permit any action that may be taken at a meeting of the
stockholders, to be taken without a meeting if authorized in writing by
stockholders having not less than the minimum

35
<PAGE>

number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote were present and voted. The
Company Articles provide that any action required or permitted to be taken by
the stockholders of the Company must be effected at a duly called annual or
special meeting and may not be effected by any consent in writing by such
stockholders.

AMENDMENT OF BYLAWS

The power to adopt, amend or repeal the Citizens Bylaws is conferred on the
Citizens Board under the Citizens Certificate. The Company Articles authorize
the Company Board to make, alter and repeal bylaws, subject to the rights of
stockholders at any regular or special meeting to alter or repeal the Company
Bylaws. In addition, stockholders of the Company may make, alter, amend or
repeal the Company Bylaws by a majority vote, except that the amendment of
certain provisions requires a two-thirds vote.

NOTICE OF STOCKHOLDER PROPOSALS; NOMINATIONS OF DIRECTORS

The Citizens Bylaws do not require advance notice for the introduction by
stockholders of business to be transacted at stockholder meetings.

The Company Bylaws provide that any stockholder who intends to bring a matter
before the annual meeting of stockholders must deliver written notice of such
stockholder's intent to the Secretary of the Company. Such notice must be
received by the Secretary not later than 120 days prior to the day
corresponding to the date on which the Company released its proxy statement in
connection with the previous years annual meeting. Such written notice must set
forth (i) a brief description of the proposal and the reasons for it, (ii) the
name and address of the stockholder, (iii) the class and number of shares of
capital stock of the Company beneficially owned by the stockholder, (iv) any
arrangement between such stockholder and any other person in connection with
the proposal and any material interest of the stockholder in the proposed
business described in the notice, (v) a representation that such stockholder
will appear in person or proxy at the annual meeting and (vi) if such business
is a nomination for director, each nomination sought to be made, together with
a description of the qualifications and business or professional experience of
each proposed nominee and disclosing the information about him or her that is
required by the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, to be disclosed in the proxy materials for the meeting
involved as if he or she were a nominee of the corporation for election as one
of its directors.

36
<PAGE>

PRO FORMA UNAUDITED COMBINED FINANCIAL STATEMENTS

The following pro forma unaudited combined financial statements assume a
business combination between the Company and Citizens (in the form of a merger)
accounted for on a pooling of interests basis. The pro forma combined balance
sheets combine the Company's June 30, 1998, and December 31, 1997 consolidated
balance sheets with Citizens' June 30, 1998, and December 31, 1997 consolidated
balance sheets, respectively, giving effect to the merger as if such
transaction had occurred as of such dates. The pro forma combined statements of
income combine the Company's historical consolidated statements of income for
the unaudited six month periods ended June 30, 1998 and 1997, and for each of
the three fiscal years ended December 31, 1997, 1996 and 1995, with the
corresponding historical consolidated statements of income of Citizens for such
periods, giving effect to the merger as if such transaction had happened at the
beginning of the respective periods.

The unaudited historical consolidated financial statement data of the Company
as of June 30, 1998 and for the six month periods ended June 30, 1998 and 1997,
and the unaudited historical consolidated financial statement data of Citizens
as of June 30, 1998 and for the six month periods ended June 30, 1998 and 1997,
have been prepared on the same basis as the historical information derived from
audited financial statements, and, in the opinion of their respective
management, reflect all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation of the financial position and
results of operation for such periods.

Historical financial statement data of the Company has been restated to reflect
the pending acquisition of First State Bancorp in a business combination to be
accounted for as a pooling of interest.

The pro forma information is presented for illustrative purposes only and is
not necessarily indicative of the actual operating results or financial
position of the combined entity that would have been achieved had the merger
been consummated at the dates presented, nor is it necessarily indicative of
the combined entity's future operating results or financial position. The
unaudited pro forma combined financial statements do not incorporate any
benefits from cost savings or synergies of operations of the combined entity
that may occur. The Company and Citizens anticipate incurring direct
transaction costs and integration costs related to the merger. Such anticipated
costs are not reflected in the pro forma information.

The pro forma combined financial statements are based on the historical
consolidated supplemental financial statements of the Company and the
historical financial statements of Citizens and the notes thereto, and should
be read in conjunction with the supplemental financial statements of the
Company and the historical financial statements of Citizens included elsewhere
in this document.

37
<PAGE>

PRO FORMA COMBINED BALANCE SHEET

JUNE 30, 1998
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
GOLD BANC
CORPORATION,
GOLD BANC ADJUSTMENTS INC. AND
CORPORATION, INC. CITIZENS ------------- SUBSIDIARIES
AND SUBSIDIARIES (3) BANCORPORATION, INC. DR CR PRO FORMA
-------------------- -------------------- ------ ------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents.......... $ 32,332 $ 36,717 $ 69,049
Available-for-sale
securities........... $155,525 $ 25,555 $181,080
Other securities...... $ 14,452 $ 30 $ 14,482
Loans, net............ $446,670 $163,042 $609,712
Accrued interest and
other assets......... $ 48,107 $ 6,157 $ 54,264
-------- -------- --------
Total Assets........ $697,086 $231,501 $928,587
======== ======== ========
LIABILITIES
Deposits.............. $558,367 $213,709 $772,076
Accrued interest and
other liabilities.... $ 78,077 $ 4,029 $ 82,106
-------- -------- --------
Total Liabilities... $636,444 $217,738 $854,182
-------- -------- --------
STOCKHOLDERS' EQUITY
Common stock.......... $ 12,491 $ 25 $3,933(1) $ 16,449
Additional paid-in
capital.............. $ 23,216 $ 6,683(2) $3,933 $ 25,966
Undivided profits..... $ 24,760 $ 6,987 $ 31,747
Accumulated other
comprehensive
income............... $ 411 $ 68 $ 479
Unearned
compensation......... $ (236) -- $ (236)
-------- -------- --------
Total Stockholders'
Equity............... $ 60,642 $ 13,763 $ 74,405
-------- -------- --------
Total Liabilities
and Stockholders'
Equity............. $697,086 $231,501 $928,587
======== ======== ========
</TABLE>
- --------
(1) Adjustment to common stock to account for merger computed as follows:

<TABLE>
<S> <C>
Number of Citizens Bancorporation shares outstanding prior to
merger........................................................... 25
Exchange ratio of Gold Banc Corporation stock for Citizens
Bancorporation stock............................................. 158.32
------
Gold Banc Corporation shares to be issued ($1 par value).......... 3,958
Gold Banc Corporation shares outstanding prior to merger ($1 par
value)........................................................... 12,491
------
Pro forma common stock............................................ 16,449
======
</TABLE>
(2) Adjustment to additional paid-in capital to account for merger computed as
follows:

<TABLE>
<S> <C>
Historical capital:
Gold Banc Corporation common stock............................. $ 12,491
Citizens Bancorporation common stock........................... $ 25
Gold Banc Corporation additional paid-in capital............... $ 23,216
Citizens additional paid-in capital............................ $ 6,683
--------
Total historical common stock and paid-in capital............ $ 42,415
Less: Pro forma common stock................................... ($16,449)
--------
Pro forma additional paid-in capital........................... $ 25,966
========
</TABLE>
(3) Restated for the pending acquisition of First State Bancorp.

38
<PAGE>

PRO FORMA COMBINED INCOME STATEMENT

SIX MONTHS ENDED JUNE 30, 1998

(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
GOLD BANC
CORPORATION,
GOLD BANC INC. AND
CORPORATION, INC. CITIZENS SUBSIDIARIES
AND SUBSIDIARIES(2) BANCORPORATION, INC.(1) PRO FORMA
------------------- ----------------------- ------------
<S> <C> <C> <C>
Interest income
Loans, including
fees................. $20,291 $ 7,743 $28,034
Investment
securities........... $ 4,721 $ 711 $ 5,432
Other................. $ 527 $ 664 $ 1,191
------- ------- -------
$25,539 $ 9,118 $34,657
------- ------- -------
Interest expense
Deposits.............. $11,873 $ 4,169 $16,042
Borrowings and other.. $ 2,041 $ 70 $ 2,111
------- ------- -------
$13,914 $ 4,239 $18,153
------- ------- -------
Net interest
income............. $11,625 $ 4,879 $16,504
Provision for loan
losses............... $ (754) $ (670) $(1,424)
------- ------- -------
Net interest income
after provision for
loan losses.......... $10,871 $ 4,209 $15,080
------- ------- -------
Other income
Service fees.......... $ 836 $ 533 $ 1,369
Net gains on sale of
mortgage loans....... $ 519 -- $ 519
Investment trading
fees and
commissions.......... $ 1,409 -- $ 1,409
Other................. $ 632 $ 47 $ 679
------- ------- -------
$ 3,396 $ 580 $ 3,976
------- ------- -------
Other expense
Salaries and employee
benefits............. $ 5,102 $ 808 $ 5,910
Occupancy expense..... $ 1,263 $ 114 $ 1,397
Other................. $ 3,205 $ 798 $ 4,003
------- ------- -------
$ 9,570 $ 1,720 $11,290
------- ------- -------
Earnings before
income taxes....... $ 4,697 $ 3,069 $ 7,766
Income tax expense...... $ 1,520 -- $ 1,520
------- ------- -------
Net earnings............ $ 3,177 $ 3,069 $ 6,246
======= ======= =======
Basic and diluted
earnings per share..... $ 0.26 $122.76 $ 0.39
======= ======= =======
</TABLE>
- --------
(1) Citizens Bancorporation converted to Subchapter S Corporation status on
January 1, 1997 and, as such, taxes on earnings are the obligations of the
Citizens Bancorporation stockholders. Distributions made to stockholders in
order to pay taxes have been charged to retained earnings. Pro forma net
earnings and basic earnings per share, as if Citizens Bancorporation had
been subject to income tax at the regular corporate rates, would be
$5,049,000 and $.32, respectively.
(2) Restated for the pending acquisition of First State Bancorp.

39
<PAGE>

PRO FORMA COMBINED INCOME STATEMENT

SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
GOLD BANC
CORPORATION,
GOLD BANC INC. AND
CORPORATION, INC.AND CITIZENS SUBSIDIARIES
SUBSIDIARIES(2) BANCORPORATION, INC.(1) PRO FORMA
-------------------- ----------------------- ------------
<S> <C> <C> <C>
Interest income
Loans, including
fees................. $13,947 $6,528 $20,475
Investment
securities........... $ 3,919 $ 550 $ 4,469
Other................. $ 293 $ 340 $ 633
------- ------ -------
$18,159 $7,418 $25,577
------- ------ -------
Interest expense
Deposits.............. $ 8,591 $3,516 $12,107
Borrowings and other.. $ 717 $ 54 $ 771
------- ------ -------
$ 9,308 $3,570 $12,878
------- ------ -------
Net interest
income............. $ 8,851 $3,847 $12,699
Provision for loan
losses............... $ (315) $ (420) $ (735)
------- ------ -------
Net interest income
after provision for
loan losses........ $ 8,536 $3,427 $11,964
------- ------ -------
Other income
Service fees.......... $ 662 $ 437 $ 1,099
Net gains on sale of
mortgage loans....... $ 289 -- $ 298
Other................. $ 583 $ 37 $ 620
------- ------ -------
$ 1,534 $ 474 $ 2,008
------- ------ -------
Other expense
Salaries and employee
benefits............. $ 3,362 $ 694 $ 4,056
Occupancy expense..... $ 1,033 $ 89 $ 1,122
Other................. $ 2,043 $ 722 $ 2,765
------- ------ -------
$ 6,438 $1,505 $ 7,943
------- ------ -------
Earnings before
taxes.............. $ 3,632 $2,396 $ 6,029
Income tax expense...... $ 1,196 $ 395 $ 1,591
------- ------ -------
Net earnings............ $ 2,436 $2,001 $ 4,438
======= ====== =======
Basic and diluted
earnings per share..... $ 0.21 $80.04 $ 0.29
======= ====== =======
</TABLE>
- --------
(1) Citizens Bancorporation converted to Subchapter S Corporation status on
January 1, 1997 and, as such, taxes on earnings are the obligations of the
stockholders. Distributions made to stockholders in order to pay taxes have
been charged to retained earnings. Pro forma net earnings and basic
earnings per share, as if Citizens Bancorporation had been subject to
income tax at the regular corporate rates, would be $3,942,000 and $0.26,
respectively.
(2) Restated for the pending acquisition of First State Bancorp.

40
<PAGE>

PRO FORMA COMBINED INCOME STATEMENT

DECEMBER 31, 1997
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
GOLD BANC
CORPORATION,
GOLD BANC ADJUSTMENTS INC. AND
CORPORATION, INC. CITIZENS ------------- SUBSIDIARIES
AND SUBSIDIARIES (3) BANCORPORATION, INC. DR CR PRO FORMA
-------------------- -------------------- ------ ------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents.......... $ 45,858 $ 32,411 $ 78,269
Available-for-sale
securities........... $137,171 $ 22,435 $159,606
Other securities...... $ 4,094 $ 517 $ 4,611
Loans, net............ $396,728 $145,246 $541,974
Accrued interest and
other assets......... $ 36,675 $ 4,288 $ 40,963
-------- -------- --------
Total Assets........ $620,526 $204,897 $825,423
======== ======== ========
LIABILITIES
Deposits.............. $510,700 $186,463 $687,163
Accrued interest and
other liabilities.... $ 57,920 $ 3,773 $ 61,693
-------- -------- --------
Total Liabilities... $568,620 $190,236 $758,856
-------- -------- --------
STOCKHOLDERS' EQUITY
Common Stock.......... $ 11,920 $ 25 $3,933 (1) $ 15,878
Additional paid-in
capital.............. $ 17,791 $ 6,683 (2) $3,933 $ 20,541 (3)
Undivided profits..... $ 22,140 $ 7,888 $ 30,028
Accumulated other
comprehensive
income............... $ 291 $ 65 $ 356
Unearned
compensation......... $ (236) -- $ 0
-------- -------- --------
Total Stockholders'
Equity............. $ 51,906 $ 14,661 $ (236)
-------- -------- --------
$ 66,567
--------
Total Liabilities
and Stockholders'
Equity............. $620,526 $204,897 $825,423
======== ======== ========
</TABLE>
- --------
(1) Adjustment to common stock to account for merger computed as follows:

<TABLE>
<S> <C>
Number of Citizens Bancorporation shares outstanding prior to
merger............................................................ 25
Exchange ratio of Gold Banc Corporation common stock for Citizens
Bancorporation
common stock...................................................... 158.32
------
Gold Banc Corporation shares to be issued ($1 par value)........... 3,958
Gold Banc Corporation shares outstanding prior to merger ($1 par
value)............................................................ 11,920
------
Pro forma common stock............................................. 15,878
======
</TABLE>
(2) Adjustment to additional paid-in capital to account for merger computed as
follows:

<TABLE>
<S> <C>
Historical capital:
Gold Banc Corporation common stock............................. $ 11,920
Citizens Bancorporation common stock........................... $ 25
Gold Banc Corporation additional paid-in-capital............... $ 17,791
Citizens Bancorporation additional paid-in-capital............. $ 6,683
--------
Total historical common stock and paid-in capital............ $ 36,419
Less: Pro forma common stock................................... $(15,878)
--------
Pro forma additional paid-in-capital........................... $ 20,541
========
</TABLE>
(3) Restated for the pending acquisition of First State Bancorp.

41
<PAGE>

PRO FORMA COMBINED INCOME STATEMENT

DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
GOLD BANC
GOLD BANC CORPORATION,
CORPORATION, CITIZENS INC. AND
INC. AND BANCORPORATION, SUBSIDIARIES
SUBSIDIARIES(2) INC.(1) PRO FORMA
--------------- --------------- ------------
<S> <C> <C> <C>
Interest income
Loans, including fees........... $31,045 $13,878 $44,923
Investment securities........... $ 7,623 $ 1,179 $ 8,802
Other........................... $ 757 $ 991 $ 1,748
------- ------- -------
$39,425 $16,048 $55,473
------- ------- -------
Interest expense
Deposits........................ $18,703 $ 7,468 $26,171
Borrowings and other............ $ 1,671 $ 129 $ 1,800
------- ------- -------
$20,374 $ 7,597 $27,971
------- ------- -------
Net interest income........... $19,051 $ 8,451 $27,502
Provision for loan losses....... $ (985) $(1,145) $(2,130)
------- ------- -------
Net interest income after
provision for loan losses.... $18,066 $ 7,306 $25,372
------- ------- -------
Other income
Service fees.................... $ 1,409 $ 903 $ 2,312
Net gains on sale of mortgage
loans.......................... $ 679 -- $ 679
Other........................... $ 1,436 $ 191 $ 1,627
------- ------- -------
$ 3,524 $ 1,094 $ 4,618
------- ------- -------
Other expense
Salaries and employee benefits.. $ 7,391 $ 1,419 $ 8,810
Occupancy expense............... $ 2,143 $ 194 $ 2,337
Other........................... $ 4,635 $ 1,507 $ 6,142
------- ------- -------
$14,169 $ 3,120 $17,289
------- ------- -------
Earnings before taxes......... $ 7,421 $ 5,280 $12,701
Income tax expense................ $ 2,432 $ 395 $ 2,827
------- ------- -------
Net earnings...................... $ 4,989 $ 4,885 $ 9,874
======= ======= =======
Basic and diluted earnings per
share............................ $ 0.43 $195.40 $ 0.64
======= ======= =======
</TABLE>
- --------
(1) Citizens Bancorporation converted to S.-Corp status on January 1, 1997 and
as such taxes on earnings are the obligations of the stockholders.
Distributions made to stockholders in order to pay taxes have been changed
to retained earnings. Pro forma earnings, and basic earnings per share as
if Citizens Bancorporation had been subject to income tax at the regular
corporate rates, would be $8,295,000, and $.54, respectively.
(2) Restated for the pending acquisition of First State Bancorp.

42
<PAGE>

PRO FORMA COMBINED INCOME STATEMENT

DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
GOLD BANC
GOLD BANC CORPORATION,
CORPORATION, CITIZENS INC. AND
INC. AND BANCORPORATION, SUBSIDIARIES
SUBSIDIARIES(1) INC. PRO FORMA
--------------- --------------- ------------
<S> <C> <C> <C>
Interest income
Loans, including fees........... $24,649 $10,025 $34,674
Investment securities........... $ 7,872 $ 905 $ 8,777
Other........................... $ 558 $ 643 $ 1,201
------- ------- -------
$33,079 $11,573 $44,652
------- ------- -------
Interest expense
Deposits........................ $16,537 $ 5,799 $22,336
Borrowings and other............ $ 1,862 $ 84 $ 1,946
------- ------- -------
$18,399 $ 5,883 $24,282
------- ------- -------
Net interest income........... $14,680 $ 5,690 $20,370
Provision for loan losses....... $ (93) $(1,169) $(1,262)
------- ------- -------
Net interest income after
provision for loan losses.... $14,587 $ 4,521 $19,108
------- ------- -------
Other income
Service fees.................... $ 1,341 $ 641 $ 1,982
Net gains on sale of mortgage
loans.......................... $ 1,128 -- $ 1,128
Other........................... $ 993 $ 76 $ 1,069
------- ------- -------
$ 3,462 $ 717 $ 4,179
------- ------- -------
Other expense
Salaries and employee benefits.. $ 7,145 $ 1,156 $ 8,301
Occupancy expense............... $ 1,853 $ 181 $ 2,034
Other........................... $ 4,422 $ 1,290 $ 5,712
------- ------- -------
$13,420 $ 2,627 $16,047
------- ------- -------
Earnings before taxes......... $ 4,629 $ 2,611 $17,240
Income tax expense................ $ 1,501 $ 833 $ 2,334
------- ------- -------
Net earnings...................... $ 3,128 $ 1,778 $ 4,906
======= ======= =======
Basic and diluted earnings per
share............................ $ 0.43 $ 71.12 $ 0.45
======= ======= =======
</TABLE>
- --------
(1) Restated for the pending acquisition of First State Bancorp.

43
<PAGE>

PRO FORMA COMBINED INCOME STATEMENT

DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
GOLD BANC GOLD BANC
CORPORATION, CORPORATION, INC.
INC. AND CITIZENS AND SUBSIDIARIES
SUBSIDIARIES(1) BANCORPORATION, INC. PRO FORMA
--------------- -------------------- -----------------
<S> <C> <C> <C>
Interest income
Loans, including
fees................. $21,867 $6,411 $28,278
Investment
securities........... $ 7,574 $ 587 $ 8,161
Other................. $ 287 $ 630 $ 917
------- ------ -------
$29,728 $7,628 $37,356
------- ------ -------
Interest expense
Deposits.............. $14,321 $3,939 $18,260
Borrowings and other.. $ 1,819 $ 44 $ 1,863
------- ------ -------
$16,140 $3,983 $20,123
------- ------ -------
Net interest
income............. $13,588 $3,645 $17,233
Provision for loan
losses............... $(1,394) $ (419) $(1,813)
------- ------ -------
Net interest income
after provision for
loan losses........ $12,194 $3,226 $15,420
------- ------ -------
Other income
Service fees.......... $ 1,233 $ 464 $ 1,697
Net gains on sale of
mortgage loans....... $ 1,058 -- $ 1,058
Other................. $ 520 $ 47 $ 567
------- ------ -------
$ 2,811 $ 511 $ 3,322
------- ------ -------
Other expense
Salaries and employee
benefits............. $ 6,369 $ 909 $ 7,278
Occupancy expense..... $ 1,601 $ 131 $ 1,732
Other................. $ 4,110 $ 997 $ 5,107
------- ------ -------
$12,080 $2,037 $14,117
------- ------ -------
Earnings before
taxes.............. $ 2,925 $1,700 $ 4,625
Income tax expense...... $ 820 $ 600 $ 1,420
------- ------ -------
Net earnings............ $ 2,105 $1,100 $ 3,205
======= ====== =======
Basic and diluted
earnings per share..... $ 0.30 $44.00 $ 0.30
======= ====== =======
</TABLE>
- --------
(1) Restated for the pending acquisition of First State Bancorp.

44
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE COMPANY AND SUBSIDIARIES

The following discussion of financial condition and results of operations
should be read in conjunction with the supplemental consolidated financial
statements of the Company as restated for the pending acquisition of First
State Bancorp, a business combination to be accounted for as a pooling of
interest, and the notes thereto, that are included elsewhere in the Prospectus.

OVERVIEW

The Company's net income was $3.2 million for the six months ended June 30,
1998, compared to net income of $2.4 million for the six months ended June 30,
1997, yielding an annualized return on average assets ("ROA") 0.94% for the six
months ended June 30, 1998, compared to 1.02% for the six months ended June 30,
1997. Return on average common stockholders' equity ("ROE") for the six months
ended June 30, 1998 and 1997 was 10.83% and 11.39%, respectively. The earnings
increase for the first half of 1998 over 1997 was primarily due to the addition
of three new subsidiaries to the organization and greater interest income
through greater loan volume. On October 1, 1997 the Company acquired Farmers.
In January, 1998 the Company acquired Midwest Capital, a full service
broker/dealer, through a purchase transaction. In February, 1998 the Company
acquired Alma through a purchase transaction. There were no transactions closed
during the second quarter of 1998.

RESULTS OF OPERATIONS

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997

Net Interest Income

Total interest income for the six months ended June 30, 1998 was $25.5 million,
a 40.6% increase over the six months ended June 30, 1997. Average total
earnings assets increased $177.5 million or 40.0% at June 30, 1998, compared to
June 30, 1997. The increase is primarily the result of loan growth at Exchange
National Bank's offices in Leawood and Shawnee, Kansas in addition to the
acquisitions of Farmers, Midwest Capital and Alma.

Total interest expense for the first six months of 1998 was 49.5% higher than
the same period in 1997 as a result of 36.8% increase in deposits. Average
total interest-bearing liabilities increased by $166.2 million or 41.4% during
the second quarter of 1998 compared to June 30, 1997, primarily due to the
acquisitions of Farmers and Alma and to the increased volume in interest
bearing deposits.

Net interest income was $11.6 million for the first six months ended June 30,
1998, compared to $8.9 million for the same period in 1997, an increase of
31.3%. This increase is attributable to significantly greater loan volumes
primarily originated from Exchange National Bank's Leawood and Shawnee, Kansas
locations and the acquisitions of Farmers, Midwest Capital and Alma. The
Company's net interest margin decreased from 4.05% for the six months ended
June 30, 1997 to 3.79% for the six months ended June 30, 1998, as a result of
additional interest expense associated with the Company's issuance of
subordinated debentures in December 1997 and increased cost of funds.

45
<PAGE>

Provisions for Loan Losses

The provision for loan losses for the six months ended June 30, 1998, was
$754,000, an increase of $439,000, or 139.4% from the $315,000 provision during
the comparable 1997 period. This increase is consistent with the Company's
significant loan growth. The allowance represented 1.43% and 1.27% of total
loans as of June 30, 1998 and June 30, 1997, respectively.

Other Income

Other income for the six months ended June 30, 1998, increased $1.9 million, or
121.4% from the same period in 1997. This increase is primarily a result of the
Company's acquisition of Midwest Capital and increased gain on the sale of
mortgage loans through Provident Bank.

Other Expense

Other expense increased by $3.1 million for the six months ended June 30, 1998,
as compared to the same period in 1997. This increase was primarily due to an
increased salaries and benefits expenses and other non interest expenses, such
as investor relations, professional fees, advertising, and acquisition-related
expenses. Net occupancy expense increased primarily due to the acquisitions of
Farmers, Midwest Capital and Alma. The Company's overall efficiency ratio
increased during the first half of 1998 to 67.4% compared to 65.2% for the
first half in 1997.

Income Tax Expense

Income tax expense for the six months ended June 30, 1998 and June 30, 1997 was
$1.5 million and $1.2 million respectively. The effective tax rates for those
periods were 32.4% and 32.9%, respectively.

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1997 AND 1996

The Company's net income was $5.0 million for the year ended December 31, 1997,
an increase of 59.5% from $3.1 million for the year ended December 31, 1996.
The primary reason for the earnings increase was a 29.8% increase in net
interest income as a result of significantly higher loan volume, coupled with
an improved net interest margin. The Company's acquisition of Farmers in the
fourth quarter of 1997 also contributed to higher earnings, as did cost
management efforts that improved the Company's efficiency ratio. In addition,
net income in 1996 was negatively impacted by a one-time, industry-wide Savings
Association Insurance Fund ("SAIF") assessment by the FDIC on SAIF assessable
deposits, which was paid in the third quarter of 1996.

These results yielded an improvement in annual return on average assets ("ROA")
to 0.91% for the year ended December 31, 1997 compared with 0.71% for the
previous year. Return on average common stockholders' equity ("ROE") was 9.99%
for the year ended December 31, 1997 compared with 11.49% for the year ended
December 31, 1996, the decrease in 1997 is primarily due to increased equity
capital following the initial public offering in late 1996.

Total assets were $620.5 million at December 31, 1997, an increase of 31.7%
from $471.1 million at December 31, 1996. The growth in assets was achieved
both through acquisitions and through internal growth in 1997, particularly in
the Johnson County locations. Total average assets were

46
<PAGE>

$547.6 million for the year ended December 31, 1997, compared to $438.7 million
for the year ended December 31, 1996. Average interest-earning assets were
$504.4 million for the year ended December 31, 1997 and $404.8 million for
1996.

The increase in loans from December 31, 1996 to December 31, 1997 was funded
through increases in deposits of $111.0 million and an increase in short-term
borrowings of $2.1 million. The allowance for loan losses increased to $5.3
million at December 31, 1997 from $3.6 million at December 31, 1996. The
allowance represented 1.31% and 1.22% of total loans as of December 31, 1997,
and December 31, 1996, respectively.

COMPARISON OF YEARS ENDED DECEMBER 31, 1996 AND 1995

The Company's net income was $3.1 million for the year ended December 31, 1996,
compared to net income of $2.1 million for the year ended December 31, 1995,
yielding an ROA of 0.71% for the year ended December 31, 1996, compared to
0.54% for the year ended December 31, 1995. ROE for 1996 and 1995 was 11.49%
and 9.35%, respectively.

Total assets of $471.1 million at December 31, 1996, represented an increase of
11.7% from $421.7 million at December 31, 1995. Total average assets were
$438.7 million for the year ended December 31, 1996, compared to $390.8 million
for the previous year. Average interest-earning assets were $404.8 million for
the year ended December 31, 1996, and $361.4 million for 1995. Assets increased
primarily because of the opening of Exchange Bank's office in Leawood in the
fourth quarter of 1995, as well as growth at its Shawnee location.

The Company's net loans totaled $287.8 million and $243.5 million, as of
December 31, 1996 and 1995, respectively. The increase in net loans of $44.3
million during 1996 compared to 1995 was funded primarily through increases in
deposits of $35.8 million, Federal Funds purchased and other short-term
borrowings of $1.0 million, and $3.0 million from proceeds of the Company's
public stock offering. The allowance for loan losses decreased to $3.6 million
at December 31, 1996, from $3.8 million at December 31, 1995. This represented
1.22% and 1.53% of total loans as of December 31, 1996 and 1995, respectively.
See "Allowance for Loan Losses."

NET INTEREST INCOME

Total interest income was $39.4 million for the year ended December 31, 1997, a
19.2% increase from 1996. The increase was primarily the result of growth in
total average interest-earning assets of approximately $99.7 million.

Total interest expense was $20.4 million for 1997, or 10.7% higher than in
1996, as a result of an increase in total interest-bearing liabilities,
partially offset by slightly lower interest rates paid. Average total interest-
bearing liabilities increased by $75.1 million or 19.7% for 1997 compared to
1996, primarily due to the increased volume of deposits originated by Exchange
Bank in connection with the opening of its Leawood location and increased
short-term borrowings to fund loan demand in Johnson County. Exchange Bank has
offered slightly above-market rates in an effort to attract and retain deposits
in order to fund loan growth. The Company intends to periodically offer above-
market rates in certain markets to gain market share and liquidity.

47
<PAGE>

Net interest income was $19.1 million for 1997, up 29.8% from 1996. This
increase is due to significantly greater loan volumes, primarily from Exchange
Bank's Leawood and Shawnee locations, as well as a 3.89% net interest margin in
1997 compared with 3.76% in 1996.

For the year ended December 31, 1996, total interest income was $33.1 million,
an 11.3% increase from the previous year. Average total earning assets
increased $43.4 million, or 12.0%, for 1996 compared to 1995, primarily as a
result of growth in Exchange Bank's business in Johnson County.

Total interest expense for 1996 was $18.4 million, a 14.0% increase from 1995,
reflecting an increase in the rate paid on interest-bearing liabilities.
Average total interest-bearing liabilities increased by $32.4 million for 1996,
or 9.3%, primarily due to the increased volume of deposits originated by
Exchange Bank in connection with its Leawood location.

Net interest income was $14.7 million for 1996, an increase of 8.0% from 1995.
The Company believes this growth would have been greater but for an increase in
interest expense resulting from offering above-market rates on time deposits to
promote the opening of Exchange Bank's Leawood location. Although these
deposits are maturing, a substantial portion of such deposits has been
retained.

The following table presents the Company's average balances, interest income or
expense, and the related yields and rates on major categories of the Company's
interest-earning assets and interest-bearing liabilities for the periods
indicated:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------
1997 1996 1995
-------------------------- -------------------------- --------------------------
INTEREST INTEREST INTEREST
YIELDS YIELDS YIELDS
AVERAGE AND AVERAGE AND AVERAGE AND
BALANCE INTEREST RATES BALANCE INTEREST RATES BALANCE INTEREST RATES
-------- -------- -------- -------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Loans, net.............. $352,952 $31,045 8.80% $260,816 $24,649 9.45% $230,839 $21,866 9.47%
Investment securities--
taxable................ 115,685 6,602 5.71% 110,522 6,812 6.16% 98,334 6,169 6.27%
Investment securities--
nontaxable............. 21,457 1,603 7.47% 20,876 1,613 7.73% 23,172 1,715 7.40%
Other earning assets.... 14,347 750 5.23% 12,537 554 4.42% 9,048 531 5.87%
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total earnings assets.. 504,441 40,000 7.93% 404,751 33,628 8.31% 361,393 30,281 8.38%
------- ---- ------- ---- ------- ----
Noninterest-earning
assets................. 43,190 33,927 29,434
-------- -------- --------
Total assets........... $547,631 $438,678 $390,827
======== ======== ========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Savings deposits and
interest- bearing
checking............... $163,784 $ 5,145 3.14% $114,969 $ 3,810 3.31% $109,862 $ 3,093 2.82%
Time deposits........... 263,845 13,558 5.14% 234,981 12,729 5.42% 208,731 11,230 5.38%
Short-term borrowings... 21,727 1,281 5.90% 17,928 1,022 5.70% 14,778 824 5.58%
Long-term borrowings.... 6,013 391 6.50% 12,429 839 6.75% 14,563 993 6.82%
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total interest-bearing
liabilities........... 455,369 20,375 4.47% 380,307 18,400 4.84% 347,934 16,140 4.64%
------- ----
Noninterest-bearing
liabilities............ 42,335 31,152 20,327
Shareholders' equity.... 49,927 27,219 22,566
-------- -------- --------
Total liabilities and
shareholders' equity.. $547,631 $438,678 $390,827
======== ======== ========
Net interest income..... $19,625 $15,228 $14,141
======= ======= =======
Net interest spread..... 3.46% 3.47% 3.74%
==== ==== ====
Net interest margin..... 3.89% 3.76% 3.91%
==== ==== ====
</TABLE>

48
<PAGE>

- --------
(1) Non-accruing loans are included in the computation of average balance.
(2) Yield is adjusted for the tax effect of tax exempt securities. The tax
effects in 1997, 1996 and 1995 were $574, $549 and $553, respectively. The
combined marginal tax rate used was 34%.
(3) The Company includes loan fees in interest income. Such fees totaled
$1,155, $974, and $746 in 1997, 1995 and 1995, respectively.
(4) The net yield on average earnings assets is the net interest income divided
by average interest-earning assets.

The following table presents the components of changes in the Company's net
interest income as attributed to volume and rate on a tax-equivalent basis. The
net change attributable to the combined impact of volume and rate has been
solely allocated to the change in rate.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1997 COMPARED TO 1996 1996 COMPARED TO 1995
----------------------- -----------------------
AVERAGE AVERAGE
CHANGES CHANGES
VOLUME RATE TOTAL VOLUME RATE TOTAL
------ ------- ------ ------ ------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME
Loans...................... $8,825 $(2,429) $6,396 $2,897 $ (114) $2,783
Investment securities--
taxable................... 602 (812) (210) 766 (123) 643
Investment securities--
nontaxable................ 84 (56) (10) (172) 70 (102)
Other earning assets....... (97) 293 196 205 (182) 23
------ ------- ------ ------ ------- ------
Total interest income........ $9,376 $(3,004) $6,372 $3,696 $ (349) $3,347
------ ------- ------ ------ ------- ------
INTEREST EXPENSE
Savings deposits and
interest-bearing
checking.................. $1,721 $ (386) $1,335 $ 145 $ 573 $ 718
Time deposits.............. 1,568 (739) 829 1,412 87 1,499
Short-term borrowings...... 216 43 259 176 22 198
Long-term borrowings....... (432) (16) (448) (145) (10) (155)
------ ------- ------ ------ ------- ------
Total interest expense....... $3,073 $(1,098) $1,975 $1,588 $ 672 $2,260
------ ------- ------ ------ ------- ------
Increase (decrease) in net
interest income............. $6,303 $(1,906) $4,397 $2,108 $(1,021) $1,087
====== ======= ====== ====== ======= ======
</TABLE>

PROVISION FOR LOAN LOSSES

The provision for loan losses for the year ended December 31, 1997, was
$985,000, an increase of $892,000 over 1996. This increase reflects the
Company's recognition of strong expansion in its loan business. The allowance
represented 1.31% of total loans as of December 31, 1997, and 1.22% of total
loans as of December 31, 1996. For the year ended December 31, 1996, the
provision for loan losses was $93,000, compared to $1.4 million for 1995. The
lower provision in 1996 as compared to 1995 was the result of management's
estimate of the required reserve, coupled with loan recoveries realized in the
fourth quarter of 1996 by Peoples, a subsidiary acquired by the Company in
pending transaction completed in 1997.

NON-INTEREST INCOME

Non-interest income for the year ended December 31, 1997 was $3.5 million, an
increase of 1.8% from 1996. Non-interest income remained relatively unchanged
in 1997 compared to 1996 as lower gains on sales of mortgage loans were offset
by gains on sales of investment securities coupled with greater other non-
interest income. The Company sold its loan servicing business in 1997, and all
mortgages sold into the secondary market are now sold without servicing rights
retained. Of the $3.5 million in other non-interest income in 1997, $229,000
was unrealized gain on trading securities.

49
<PAGE>

Non-interest income for the year ended December 31, 1996 was $3.5 million, an
increase of 23.2% from 1995, primarily as a result of increased service fees,
gains on sales of assets in the second half of 1996 and the gain on the sale of
loans in the first half of 1996. The Company realizes periodic gains and losses
in connection with the sale of securities to meet its liquidity needs and in
anticipation of changes in interest rates. See "Investment Activities."

The following table presents the components of the Company's non-interest
income for the periods indicated (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31
----------------------
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Service charges on deposit accounts............. $1,409 $1,341 $1,233
Gain/(loss) on sale of loans.................... 679 1,128 1,058
Gain/(loss) on sale of securities............... 116 -- (93)
Insurance premium income........................ 99 35 67
Fiduciary income................................ 405 338 252
Other noninterest income........................ 816 620 294
------ ------ ------
Total non-interest income..................... $3,524 $3,462 $2,811
====== ====== ======
Noninterest income as a percentage of average
total assets................................... 0.64% 0.79% 0.72%
====== ====== ======
</TABLE>

NON-INTEREST EXPENSE

Certain savings deposits of two of the Company Banks are insured by the Savings
Association Insurance Fund ("SAIF"), with the remaining deposits of the Company
Banks insured by the Bank Insurance Fund ("BIF"). Both SAIF and BIF have had a
designated reserve ratio of 1.25%. On September 30, 1996, the President signed
into law the Deposit Insurance Fund Act of 1996 ("DIFA"). DIFA directed the
FDIC to impose a special assessment on SAIF-assessable deposits insured as of
March 31, 1995. The one-time expense for the Company, incurred in 1996, totaled
$389,100 ($240,000 net after tax). In addition to this special one-time
assessment, the premiums for BIF deposits were increased to 1.29 basis points
per $100 of deposits and for SAIF deposits were decreased to 6.44 basis points
per $100 of deposits. The new premiums took effect January 1, 1997, and
continue through December 31, 1999.

Non-interest expense increased 5.6% to $14.2 million for the year ended
December 31, 1997, as compared to 1996. The Company experienced an increase in
professional services expenses as a result of legal and accounting expenses
associated with the Company's recent acquisitions and its obligation to comply
for the first time with the periodic reporting requirements of the SEC imposed
on publicly held companies. This was partially offset by the ongoing
centralization of certain administrative functions, increases in operating
efficiencies, and the realization of cost savings.

Non-interest expense was $13.4 million for the year ended December 31, 1996, an
11.1% increase from 1995. This increase was primarily due to the addition of
employees at the newly opened Leawood location and Provident Bank's mortgage
loan production office and also was affected by annual increases in salaries
and employee benefits and the addition of two executive positions at the

50
<PAGE>

Company. Net occupancy expense increased due to remodeling projects that were
completed in Shawnee and St. Joseph and because Exchange Bank's Leawood
location was not open in the first half of 1995. Non-interest expense as a
percentage of average assets was 2.59%, 3.06% and 3.09% as of December 31,
1997, 1996 and 1995, respectively.

The following table presents the components of non-interest expense for the
periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1997 1996 1995
------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Salaries and employee benefits................ $ 7,391 $ 7,145 $ 6,369
Net occupancy expense......................... 1,857 1,644 1,444
Deposit insurance expense..................... 106 553 491
Professional services......................... 916 591 636
Data processing expense....................... 412 407 319
Supplies...................................... 366 393 332
Telephone..................................... 173 197 174
Postage....................................... 252 255 245
Advertising/Promo............................. 679 575 359
Other......................................... 2,017 1,660 1,711
------- ------- -------
Total non-interest expense.................. $14,169 $13,420 $12,080
======= ======= =======
Efficiency Ratio (1)...................... 67.28% 75.60% 80.08%
======= ======= =======
</TABLE>
- --------
(1) The efficiency ratio represents total non-interest expense divided by net
interest income after provision for loan losses plus total non-interest
income adjusted for non-recurring gains and losses.

INCOME TAX EXPENSE

Income tax expense was $2.4 million for the year ended December 31, 1997,
compared with $1.5 million for 1996. The effective tax rate was 32.8% for 1997,
virtually unchanged from 1996. The 1996 income tax expense of $1.5 million,
representing an effective tax rate of 32.4%, was an increase from $681,000 for
1995, an effective tax rate of 28.0%. The 1995 effective tax rate was lower
than subsequent years, primarily because a larger portion of income before
taxes in 1995 came from tax-exempt securities.

ASSET/LIABILITY MANAGEMENT

Asset/liability management refers to management's efforts to minimize
fluctuations in net interest income caused by interest rate changes. This is
accomplished by managing the repricing of interest rate sensitive interest-
earning assets and interest-bearing liabilities. An interest rate sensitive
balance sheet item is one that is able to reprice quickly, through maturity or
otherwise. Controlling the maturity or repricing of an institution's
liabilities and assets in order to minimize interest rate risk is commonly
referred to as gap management. Close matching of the repricing of assets and
liabilities will normally result in little change in net interest income when
interest rates change. A mismatched gap position will normally result in
changes in net interest income as interest rates change.

Along with internal gap management reports, the Company and the Company Banks
use an asset/liability modeling service to analyze each Company Bank's current
gap position. The system

51
<PAGE>

simulates the Banks' asset and liability base and projects future net interest
income results under several interest rate assumptions. The Company strives to
maintain an aggregate gap position such that changes in interest rates will not
affect net interest income by more than 10% in any twelve-month period. The
Company has not engaged in derivatives transactions for its own account.

The following table indicates that, at December 31,1997, if there had been a
sudden and sustained increase in prevailing market interest rates, the
Company's 1998 net interest income would be expected to increase, while a
decrease in rates would indicate a decrease in income.

<TABLE>
<CAPTION>
NET
INTEREST PERCENT
CHANGES IN INTEREST RATES INCOME CHANGE CHANGE
------------------------- ----------- ----------- -------
<S> <C> <C> <C>
200 basis point rise..................... $23,135,400 $ 744,800 3.33%
100 basis point rise..................... 22,750,600 360,000 1.61%
Base Rate Scenario....................... 22,390,600
100 basis point decline.................. 21,831,400 (559,200) -2.50%
200 basis point decline.................. 21,302,000 (1,088,600) -4.86%
</TABLE>

The following table sets forth the maturities of interest-earning assets and
interest-bearing liabilities outstanding at December 31, 1997.

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
TERM TO REPRICING
-----------------------
ZERO TO OVER ONE
THREE FOUR MONTHS TO TO FIVE OVER FIVE
MONTHS TWELVE MONTHS YEARS YEARS TOTAL
-------- -------------- -------- --------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans.................. $153,496 $ 93,207 $137,051 $22,656 $406,410
Investment securities.. 27,726 20,663 65,484 27,235 141,108
Other interest-bearing
assets................ 24,601 -- -- -- 24,601
-------- -------- -------- ------- --------
Total interest-
earning assets...... $205,823 $113,870 $202,535 $49,891 $572,119
Interest-bearing
liabilities:
Savings deposits and
interest-bearing
checking.............. $182,636 $ -- $ -- $ -- $182,636
Time deposits.......... 76,307 105,604 98,924 2,166 283,001
Short-term borrowings.. 16,471 2,230 1,365 -- 20,066
Long-term borrowings... 828 1,906 1,376 29,256 33,366
-------- -------- -------- ------- --------
Total interest-
bearing
liabilities......... $276,242 $109,740 $101,665 $31,422 $519,069
Interest sensitivity
gap..................... $(70,419) $ 4,130 $100,870 $18,469 $ 53,050
Cumulative gap........... $(70,419) $(66,289) $ 34,581 $53,050
Cumulative ratio of
interest-earning assets
to interest-bearing
liabilities............. 74.51% 82.83% 107.09% 110.22%
Ratio of cumulative gap
to interest-earning
assets.................. -34.21% -20.74% 6.62% 9.27%
</TABLE>

The cumulative gap value indicated above for the zero to five-year time periods
indicates that a rise in interest rates would have a positive effect on net
interest income. The Company has the ability to reprice the rates on savings
deposits and interest bearing checking. Historically the rates on these
deposits have not been repriced when rates have had small movements.

52
<PAGE>

FINANCIAL CONDITION

Total assets were $697.1 million at June 30, 1998, in increase of $76.6 million
from December 31, 1997. Total average assets were $677.1 million for the six
months ended June 30, 1998, compared to $478.3 million for the six months ended
June 30, 1997. Average interest-earning assets were $621.2 million for the six
months ended June 30, 1998 and $443.7 million for the six months ended June 30,
1997. Assets increased during the first half of 1998 due to two acquisitions
and internal growth. Net loans grew $49.9 million during the first half of 1998
of which $28.7 million primarily at Exchange National Bank's Leawood and
Shawnee, Kansas locations.

The increase in net loans from December 31, 1997 to June 30, 1998 attributed to
internal growth, was primarily funded through an increase in deposits and
additional advances of Federal Home Loan Bank borrowings. The allowance for
loan losses increased to $6.5 million at June 30, 1998 from $5.3 million at
December 31, 1997. The allowance represented 1.43% and 1.27% of total loans as
of June 30, 1998 and December 31, 1997, respectively.

LENDING ACTIVITIES

Commercial Loans. This category includes loans to service, retail, wholesale
and light manufacturing businesses, including agricultural service businesses.
Commercial loans were $96.0 million as of December 31, 1997, or 23.6% of total
loans. The proportion of commercial loans increased in 1997, due primarily to
Exchange Bank's expanding business in Shawnee and Leawood. Provident Bank has
also increased its commercial loan portfolio.

Real Estate Loans. Real estate loans represent the largest class of loans of
the Company. The Company categorizes real estate loans as follows:

i) Commercial. Commercial real estate loans increased from December 31,
1995 to December 31, 1997, due primarily to increased lending activity in
the Johnson County suburbs southwest of Kansas City.

ii) Construction. Construction lending consists primarily of single family
construction in Johnson County. The Company has experienced steady growth
in the suburban Kansas City market, and the December 31, 1997 balance
reflects continued, although seasonal, growth in the Johnson County market.

iii) 1 to 4 Family Residential. Loans in this category consist primarily of
owner-occupied residential loans. Since December 31, 1995 the mix of loans
has begun to shift from fixed rate loans to variable rate products.

The Company has elected to portfolio selected variable rate real estate loans,
which has resulted in the loan growth in this category.

iii) Agricultural. This category consists of loans secured by agricultural
real estate. The demand for agricultural real estate loans has remained
flat due to an historically low turnover of farm property.

iv) Held for Sale. Loans held for sale represent residential loans intended
to be sold to secondary market investors and in the process of being
delivered.

53
<PAGE>

Agricultural Loans. Agricultural loans are typically made to farmers, small
corporate farms and feed and grain dealers. Agricultural loans were $37.7
million as of December 31, 1997, or 9.3% of total loans. The proportion
compared to total loans has been relatively stable, as the Company's
acquisitions have added to agricultural loans, while internal growth has been
stronger in other categories. Agricultural loan demand, generally, has remained
stable due to a stable agricultural economy.

Consumer and Other Loans. Loans classified as consumer and other loans include
automobile, residential, other personal loans and credit card loans. The
majority of these loans are installment loans with fixed interest rates.
Consumer and other loans were $33.1 million as of December 31, 1997, or 8.15%
of total loans, only slightly changed from the proportion a year earlier. The
Company issues credit cards to its existing customers.

The following table presents the balance of each major category of the
Company's loans at the dates indicated.

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------------
1997 1996 1995
---------------- ---------------- ----------------
PERCENT PERCENT PERCENT
OF OF OF
TOTAL TOTAL TOTAL
AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS
-------- ------- -------- ------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Loan Category
Commercial................ $ 96,045 23.63% $ 58,850 20.20% $ 47,314 19.13%
Real estate construction.. 50,689 12.47% 31,129 10.69% 22,508 9.10%
Real estate............... 184,489 45.40% 148,362 50.93% 119,069 48.15%
Loans Held for Sale....... 4,359 1.07% 4,934 1.69% 9,631 3.89%
Agricultural.............. 37,720 9.28% 21,783 7.48% 20,775 8.40%
Consumer and other loans.. 33,108 8.15% 26,270 9.02% 27,995 11.32%
-------- ------ -------- ------ -------- ------
Total loans............. $406,410 100.00% $291,328 100.00% $247,292 100.00%
Less allowance for loan
losses................... 5,322 3,568 3,784
-------- -------- --------
Total..................... $401,088 $287,760 $243,508
======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------
1994 1993
---------------- ----------------
PERCENT PERCENT
OF OF
TOTAL TOTAL
AMOUNT LOANS AMOUNT LOANS
-------- ------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Loan Category
Commercial................................ $ 40,707 18.29% $ 29,542 20.66%
Real estate construction.................. 43,249 19.43% 23,948 16.75%
Real estate............................... 81,184 36.47% 43,888 30.69%
Loans Held for Sale....................... 1,786 0.80% -- 0.00%
Agricultural.............................. 23,332 10.48% 17,614 12.32%
Consumer and other loans.................. 32,346 14.53% 27,992 19.58%
-------- ------ -------- ------
Total loans............................. $222,604 100.00% $142,984 100.00%
Less allowance for loan losses............ 3,210 1,685
-------- --------
Total..................................... $219,394 $141,299
======== ========
</TABLE>

54
<PAGE>

The following table sets forth the repricing of portfolio loans outstanding at
December 31, 1997:

<TABLE>
<CAPTION>
AFTER
ONE YEAR
AFTER BUT
IN THREE FOUR MONTHS BEFORE
MONTHS BUT BEFORE FIVE AFTER
OR LESS ONE YEAR YEARS FIVE YEARS TOTAL
-------- ----------- -------- ---------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Loan category:
Commercial.................. $ 55,799 $18,720 $ 20,193 $ 1,424 $ 96,136
Real estate construction.... 43,890 6,224 575 -- 50,689
Real estate................. 24,626 49,449 93,524 16,890 184,489
Agricultural................ 15,253 14,573 7,033 861 37,720
Consumer and other.......... 8,585 8,726 12,226 3,481 33,018
Loans held for sale......... 858 -- 3,500 -- 4,358
-------- ------- -------- ------- --------
Total loans............... $149,011 $97,692 $137,051 $22,656 $406,410
======== ======= ======== ======= ========
</TABLE>

As of December 31, 1997, loans repricing after one year include approximately
$78 million in fixed rate loans and $82 million in floating or adjustable rate
loans.

ASSET QUALITY

The Company's asset quality compares favorably to its peer institutions. The
Company follows regulatory guidelines in placing loans on a non-accrual basis
and places loans with doubtful principal repayment on a non-accrual basis,
whether current or past due. The Company considers non-performing assets to
include all non-accrual loans, other loans past due 90 days or more as to
principal and interest (with the exception of those loans which in management's
opinion are well collateralized or exhibit other characteristics suggesting
they are collectable), other real estate owned ("OREO") and repossessed assets.
The Company does not return a loan to accrual status until it is brought
current with respect to both principal and interest and future principal
payments are no longer in doubt. When a loan is placed on non-accrual status,
any previously accrued and uncollected interest income is reversed.

Restructured and impaired loans are considered insignificant for all periods
presented. The Company would have recorded additional interest in the amounts
of $40,000, $24,000 and $27,000 for the years ended December 31, 1997, 1996 and
1995, respectively, if non-accrual loans had been current during these periods.

Non-performing assets are summarized in the following table:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------
1997 1996 1995 1994 1993
------ ---- ------ ---- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Loans:
Loans 90 days or more past due still
accruing................................ $ 102 $234 $ 23 $319 $ 367
Non-accrual loans........................ 969 367 1,889 169 437
------ ---- ------ ---- ------
Non-performing loans................... 1,071 601 1,912 488 804
Other assets............................. 44 5 39 0 0
Other real estate owned.................. 723 70 170 294 221
------ ---- ------ ---- ------
Non-performing assets.................. $1,838 $676 $2,121 $782 $1,025
====== ==== ====== ==== ======
Non-performing loans as a percentage of
total loans............................. 0.26% 0.21% 0.47% 0.22% 0.56%
====== ==== ====== ==== ======
Non-performing assets as a percentage of
total assets............................ 0.30% 0.25% 0.49% 0.21% 0.39%
====== ==== ====== ==== ======
</TABLE>

55
<PAGE>

ALLOWANCE FOR LOAN LOSSES

The success of a particular Company Bank depends to a significant extent upon
the quality of its assets, particularly loans. This is highlighted by the fact
that net loans represented 64% of the Company's total assets as of December 31,
1997. In originating loans, there is a substantial likelihood that some credit
losses will be experienced. 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 of the collateral in the case of a
collateralized loan, among other things. Management maintains an allowance for
loan losses based on industry standards, management's experience, historical
experience, an evaluation of economic conditions and regular reviews of
delinquencies and loan portfolio quality. Based upon such factors, management
makes various assumptions and judgments about the ultimate collectability of
the loan portfolio and provides an allowance for potential loan losses based
upon a percentage of the outstanding balances and for specific loans if their
ultimate collectability is considered questionable. Since certain lending
activities involve greater risks, the percentage applied to specific loan types
may vary.

The Company actively manages its past due and non-performing loans in each
Company Bank to minimize credit losses and monitors asset quality to maintain
an adequate loan loss allowance. Although management believes its allowance for
loan losses is adequate for each Company Bank and collectively, there can be no
assurance that the allowance will prove sufficient to cover future loan losses.
Further, although management uses the best information available to make
determinations with respect to the allowance for loan losses, future
adjustments may be necessary if economic conditions differ substantially from
the assumptions used or adverse developments arise with respect to non-
performing or performing loans. Accordingly, there can be no assurance that the
allowance for loan losses will be adequate to cover loan losses or that
significant increases to the allowance will not be required in the future if
economic conditions should worsen. Material additions to the allowance for loan
losses would result in a decrease of the Company's net income and capital and
could result in the inability to pay dividends, among other adverse
consequences.

The allowance for loan losses on December 31, 1997 totaled $5.3 million, a
$1.8 million increase from a year earlier, resulting from charge-offs of
$510,000, recoveries of $471,000, provisions of $985,000, and additional
adjustments of $808,000 related to the purchase of Farmers.

The allowance for loan losses on December 31, 1996 totaled $3.6 million, a
decrease from December 31, 1995, resulting from charge-offs of $566,000,
recoveries of $257,000 and provisions of $93,000. The allowance for loan losses
totaled $3.8 million as of December 31, 1995. The allowance increased during
1995 by $574,000 due to a combination of additional provisions of $1.4 million
and net charge-offs of $680,000.

56
<PAGE>

The following table sets forth activity in the Company's allowance for loan
losses during the periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Total net loans outstanding
at the end of period....... $401,088 $287,760 $243,508 $219,394 $141,299
Average net loans
outstanding during the
period..................... $352,952 $260,816 $230,839 $204,549 $125,958
Allowance for loan losses,
beginning of period........ $ 3,568 $ 3,784 $ 3,210 $ 1,685 $ 1,386
-------- -------- -------- -------- --------
Charge-Offs:
Commercial................ 262 320 542 137 189
Real Estate
Commercial................ 80 -- -- -- --
Construction.............. 3 24 -- -- --
1 to 4 family
residential.............. 28 32 17 27 --
Agricultural.............. -- -- -- -- --
Loans held for sale....... -- -- -- -- --
Agricultural.............. 2 99 260 88 1
Consumer and other........ 135 91 165 60 32
-------- -------- -------- -------- --------
Total charge-offs........... $ 510 $ 566 $ 984 $ 312 $ 222
-------- -------- -------- -------- --------
Recoveries:
Commercial................ 349 90 10 164 27
Real Estate
Commercial................ 29 -- -- -- --
Construction.............. -- 11 -- -- --
1 to 4 family
residential.............. 5 7 5 22 12
Agricultural.............. 20 100 53 8 --
Loans held for sale....... -- -- -- -- --
Agricultural................ 28 27 58 25 --
Consumer and other.......... 40 22 38 19 15
-------- -------- -------- -------- --------
Total Recoveries............ $ 471 $ 257 $ 164 $ 238 $ 138
-------- -------- -------- -------- --------
Net charge-offs
(recoveries)............... 39 309 820 74 84
Provision charged to
operations................. 985 93 1,394 247 383
Adjustments due to mergers
and sales.................. 808 -- -- 728 --
Adjustments due to reclass
to ORE reserve............. -- -- -- 624 --
-------- -------- -------- -------- --------
Balance at end of year...... $ 5,322 $ 3,568 $ 3,784 $ 3,210 $ 1,685
======== ======== ======== ======== ========
Allowance as a percentage of
total loans................ 1.31% 1.22% 1.53% 1.44% 1.18%
Net charge-offs to average
loans Outstanding.......... 0.01% 0.12% 0.36% 0.04% 0.07%
Allowance as a percentage of
non-performing loans....... 496.92% 593.68% 197.91% 657.79% 209.58%
</TABLE>

57
<PAGE>

The following table sets forth the allocation of the Company's allowance for
loan losses among categories of loans at December 31, 1997:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995
--------------- --------------- ---------------
PERCENT PERCENT PERCENT
OF LOANS OF LOANS OF LOANS
IN EACH IN EACH IN EACH
CATEGORY CATEGORY CATEGORY
TO TOTAL TO TOTAL TO TOTAL
LOAN CATEGORY AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS
- ------------- ------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Commercial..................... $1,258 23.6% $ 721 20.2% $ 724 19.1%
Real Estate Construction....... 664 12.5% 441 12.3% 412 10.9%
Real Estate.................... 2,427 45.6% 1,818 51.0% 1,902 50.3%
Agricultural................... 494 9.3% 267 7.5% 318 8.4%
Consumer and other loans....... 479 9.0% 324 9.0% 428 11.3%
------ ----- ------ ----- ------ -----
Total Loans.................. $5,322 100.0% $3,568 100.0% $3,784 100.0%
====== ===== ====== ===== ====== =====
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1994 1993
--------------- ---------------
PERCENT PERCENT
OF LOANS OF LOANS
IN EACH IN EACH
CATEGORY CATEGORY
TO TOTAL TO TOTAL
LOAN CATEGORY AMOUNT LOANS AMOUNT LOANS
- ------------- ------ -------- ------ --------
<S> <C> <C> <C> <C>
Commercial..................................... $ 587 18.3% $ 348 20.7%
Real Estate Construction....................... 624 19.4% 282 16.7%
Real Estate.................................... 1,195 37.3% 517 30.7%
Agricultural................................... 318 10.5% 208 12.3%
Consumer and other loans....................... 428 14.5% 330 19.6%
------ ----- ------ -----
Total Loans.................................. $3,210 100.0% $1,685 100.0%
====== ===== ====== =====
</TABLE>

INVESTMENT ACTIVITIES

The Company's investment portfolio serves three important functions: First, it
enables the adjustment of the balance sheet's sensitivity to changes in
interest rate movements; second, it provides an outlet for investing excess
funds; and third, it provides liquidity. The investment portfolio is structured
to maximize the return on invested funds within conservative risk management
guidelines.

The portfolio is comprised of U.S. Treasury securities, U.S. government agency
obligations, state municipal obligations, Federal Reserve Bank stock, FNMA
stock, and FHLB stock. The U.S. government agency obligations include Federal
Home Loan Mortgage Corporation ("FHLMC"), FNMA notes and mortgage-backed
securities, FHLB notes and Government National Mortgage Association ("GNMA")
mortgage-backed securities. As of December 31, 1997, the portfolio included
$11.5 million of collateralized mortgage obligations, all of which are rated AA
or better. Federal Funds sold are not classified as investment securities.

The investment portfolio increased $2.4 million, or 1.89%, during the year
ended December 31, 1996, and increased $10.6 million, or 8.12%, for the year
ended December 31, 1997. The decreases are primarily due to strong loan demand.

58
<PAGE>

The composition of the investment portfolio as of December 31, 1997 was 59.8%
U.S. Treasury notes and U.S. government obligations, 23.1% mortgage-backed
securities, 13.9% state, municipal securities, 0.9% trading securities and 2.3%
other securities. The comparable distribution for December 31, 1996 was 52.3%
U.S. Treasury notes and U.S. government obligations, 29.5% mortgage-backed
securities, 15.8% state and municipal securities, and 2.4% other securities.
The estimated maturity of the investment portfolio on December 31, 1997 was 2
years and 2 months. The average balance of the investment portfolio as of
December 31, 1997 represented 27.2% of average earning assets as compared to
32.5% on December 31, 1996. In 1997, the Company invested in trading securities
for the purpose of generating additional non-interest income. The Company
intends to turn over these securities as market conditions dictate in order to
maximize their profitability.

The Company periodically changes its balance sheet strategy to accommodate a
new interest rate environment when, in management's opinion, economic and
policy signals indicate a changing trend in interest rates. Accordingly, in the
first half of 1995 the Company sold bonds in anticipation of an increase in
interest rates.

The following table sets forth the composition of the Company's investment
portfolio at the dates indicated:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1997 1996 1995
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Securities held to maturity:
Obligations of states and political
subdivisions................................ 100 102 99
-------- -------- --------
Total........................................ $ 100 $ 102 $ 99
======== ======== ========
Securities Available for sale:
U.S. Treasury and other U.S. agencies and
corporations................................ $ 84,714 $ 68,518 $ 65,742
Obligations of states and political
subdivisions................................ 19,683 20,636 21,358
Mortgage-backed securities................... 32,774 38,585 37,136
Trading...................................... 1,072
Other*....................................... 3,240 3,114 4,196
-------- -------- --------
Total........................................ $141,483 $130,853 $128,432
======== ======== ========
Total Investment Securities.................. $141,583 $130,955 $128,531
======== ======== ========
</TABLE>

59
<PAGE>

The following table sets forth a summary of maturities in the investment
portfolio at December 31, 1997:

<TABLE>
<CAPTION>
MATURITY SCHEDULE OF SECURITIES
(AT MARKET VALUE)
OVER ONE YEAR OVER 5 YEARS
ONE YEAR OR LESS THROUGH 5 YEARS THROUGH 10 YEARS OVER 10 YEARS TOTAL
---------------- ---------------- ---------------- --------------- -----------------
WEIGHTED WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
------- -------- ------- -------- ------- -------- ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury and other
U.S. agencies and
corporations........... $35,222 5.25% $37,997 5.97% $10,966 6.86% $ 529 7.05% $ 84,714 5.62%
Obligations of states
and political
subdivisions........... 2,252 6.77% 9,466 7.79% 6,254 7.99% 1,811 8.38% 19,783 7.73%
Mortgage-backed
securities............. 2,463 5.82% 21,970 6.10% 6,632 6.99% 1,709 6.72% 32,774 6.29%
Other................... 4,312 4.58% -- -- -- -- 4,312 4.58%
------- ------- ------- ------ --------
Total................... $44,249 $69,433 $23,852 $4,049 $141,583 6.04%
======= ======= ======= ====== ========
</TABLE>

DEPOSIT ACTIVITIES

Deposits are the major source of the Company Banks' funds for lending and other
investment purposes. In addition to deposits, the Company Banks derive funds
from interest payments, loan principal payments, loan and securities sales, and
funds from operations. Scheduled loan repayments are a relatively stable source
of funds, while deposit inflows are significantly influenced by general
interest rates and money market conditions. The Company Banks may use
borrowings on a short-term basis if necessary to compensate for reductions in
the availability of other sources of funds, or borrowings may be used on a
longer-term basis for general business purposes.

Deposits are attracted principally from within the Company Banks' primary
market area through the offering of a broad variety of deposit instruments,
including checking accounts, money market accounts, savings accounts,
certificates of deposit (including jumbo certificates in denominations of
$100,000 or more), and retirement savings plans. The Company Banks have
aggressively attempted to obtain deposits in selected markets to increase
market share or meet particular liquidity needs. The Company has not used
brokered deposits and has not sought to attract deposits outside its market
areas.

Maturity terms, service fees and withdrawal penalties are established by the
Company Banks on a periodic basis. The determination of rates and terms is
predicated on funds transaction and liquidity requirements, rates paid by
competitors, growth goals and federal regulations.

The growth in deposits is primarily the result of the Company's relatively new
locations in Leawood and Shawnee. During 1997 the Company experienced an
increase in savings and interest-bearing transaction accounts with balances of
less than $100,000. The non-interest-bearing account balance as of December 31,
1997, showed a $11.3 million or 33.7% increase from the balance as of December
31, 1996. The average balance increased accordingly by $9.1 million or 31.5%
primarily as a result of growth at the Company's Shawnee and Leawood locations.

60
<PAGE>

The following table sets forth the average balances and weighted average rates
for the Company's categories of deposits at the dates indicated:

<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1995
------------------------- ------------------------- -------------------------
% OF % OF % OF
AVERAGE AVERAGE TOTAL AVERAGE AVERAGE TOTAL AVERAGE AVERAGE TOTAL
BALANCE RATE DEPOSITS BALANCE RATE DEPOSITS BALANCE RATE DEPOSITS
-------- ------- -------- -------- ------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Noninterest-bearing
demand................. $ 38,134 0.00% 8% $ 29,006 0.00% 8% $ 23,972 0.00% 7%
Savings and interest-
bearing................ 163,784 3.14% 35% 114,969 3.31% 30% 103,873 2.98% 31%
Time Deposits........... 263,845 5.14% 57% 234,981 5.42% 62% 208,689 5.38% 62%
-------- ---- -------- ---- -------- ----
Total.................. $465,763 100% $378,956 100% $336,534 100%
======== ==== ======== ==== ======== ====
</TABLE>

The Company does not have a concentration of deposits from any one source, the
loss of which would have a material adverse effect on its business. Management
believes that substantially all of the Company Banks' depositors are residents
in their respective primary market areas.

The following table sets forth a summary of the deposits of the Company at the
dates indicated:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1997 1996 1995
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Non-interest-bearing.......................... $ 45,033 $ 33,691 $ 30,793
Interest-bearing:
Savings and NOW accounts.................... 182,666 125,332 100,295
Time accounts less than $100,000............ 231,579 190,155 193,570
Time accounts greater than $100,000......... 51,422 50,526 39,261
-------- -------- --------
Total deposits............................ $510,700 $399,704 $363,919
======== ======== ========
</TABLE>

The following table summarizes at December 31, 1997, the Company's certificates
of deposit of $100,000 or more by time remaining until maturity:

<TABLE>
<CAPTION>
DECEMBER 31, 1997
----------------------
(DOLLARS IN THOUSANDS)
<S> <C>
< 3 Months................. $19,261
3 Months to 6 Months....... 10,874
6 Months to 12 Months...... 9,551
> 12 Months................ 11,736
-------
Total.................... $51,422
=======
</TABLE>

FINANCIAL CONDITION

Following are key financial and operating ratios for the Company for all
periods reported:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
--------------- --------------------------
6/30/98 6/30/97 12/31/97 12/31/96 12/31/95
------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Return on average assets............ 0.94% 1.02% 0.91% 0.71% 0.54%
Return on average equity............ 10.83% 11.39% 9.99% 11.49% 9.35%
Average equity to average assets.... 8.67% 8.95% 9.12% 6.20% 5.77%
Dividend payout ratio............... 17.58% 9.03% 13.07% 0.00% 0.00%
</TABLE>

CAPITAL AND LIQUIDITY

Liquidity defines the ability of the Company and the Company Banks to generate
funds to support asset growth, satisfy other disbursement needs, meet deposit
withdrawals and other fund reductions,

61
<PAGE>

maintain reserve requirements and otherwise operate on an ongoing basis. The
immediate liquidity needs of the Company Banks are met primarily by Federal
Funds sold, short-term investments, deposits and the generally predictable cash
flow (primarily repayments) from each Company Bank's assets. Intermediate term
liquidity is provided by the Company Banks' investment portfolios. The Company
Banks also have established a credit facility with the FHLB under which the
Company Banks are eligible for short-term advances secured by real estate loans
or mortgage-related investments. The Company's liquidity needs and funding are
provided through non-affiliated bank borrowing, cash dividends and tax payments
from its subsidiary banks.

The Company and the Company Banks actively monitor their compliance with
regulatory capital requirements. The elements of capital adequacy standards
include strict definitions of core capital and total assets, which include off-
balance sheet items such as commitments to extend credit. Under the risk-based
capital method of capital measurement, the ratio computed is dependent on the
amount and composition of assets recorded on the balance sheet and the amount
and composition of off-balance sheet items, in addition to the level of
capital. Historically, the Company Banks have increased core capital through
the retention of earnings or capital infusions. Each Company Bank's ability to
incur additional indebtedness or to issue or pay dividends on common stock may
be limited by regulatory policies and the terms of the outstanding securities.

At June 30, 1998, the Company's leverage, Tier 1 risk-based capital, and total
risk-based capital ratios were 10.3%, 14.7%, and 16.0%, respectively, compared
to minimum required levels of 4%, 8% and 4%, respectively (subject to change
and the discretion of regulatory authorities to impose higher standards in
individual cases). At June 30, 1998, the Company had risk-weighted assets of
$484.1 million. On August 11, 1998, the Company's Board of Directors declared a
quarterly dividend in the amount of $.02 per common share.

The Company had approximately $14.7 million in cash and short-term investment
grade securities at June 30, 1998 remaining from the issuance of subordinated
debentures in December 1997. Those proceeds are expected to be used to finance
the Company's growth strategy and for general corporate purposes. Additionally,
$8.3 million of cash was utilized for the acquisition of Sabetha on July 9,
1998. The Company established a line of credit in the amount of $15 million
with a correspondent bank during the second quarter of 1998. No amounts had
been drawn under the line as of June 30, 1998.

At December 31, 1997, the Company's Tier 1 risk-based capital, total risk-based
capital and leverage ratios were 14.68%, 15.89% and 11.50% respectively,
compared to minimum required levels of 4%, 8% and 4%, respectively (subject to
change and the discretion of regulatory authorities to impose higher standards
in individual cases).

Proceeds from the Trust Preferred Securities issued in December 1997 by GBCI
Capital Trust, a statutory business trust established by the Company, accounted
for 25%, or $16.1 million, of the Company's Tier I, or core, capital at
December 31, 1997. In the offering, approximately $27 million in net proceeds
was raised for expansion, debt retirement and general corporate purposes.

62
<PAGE>

IMPACT OF INFLATION AND CHANGING PRICES

The primary impact of inflation on the operations of the Company is reflected
in increased operating costs. Unlike most industrial companies, virtually all
of the assets and liabilities of a financial institution are monetary in
nature. As a result, changes in interest rates have a more significant impact
on the performance of a financial institution than do changes in the general
rate of inflation and changes in prices. Interest rate changes do not
necessarily move in the same direction or have the same magnitude as changes in
the prices of goods and services.

ACCOUNTING AND FINANCIAL REPORTING

The Financial and Accounting Standards Board (FASB) issued SFAS No. 130,
"Reporting Comprehensive Income," and SFAS No. 131, "Disclosures About Segments
of an Enterprise and Related Information," in June 1997. SFAS No. 130 will
require the Company to classify items of other comprehensive income by their
nature in the financial statements and display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of the statement of stockholders' equity. SFAS
No. 131 requires that public enterprises report financial and descriptive
information about their reportable operating segments. Operating segments are
components of an enterprise about which separate financial information is
available that is evaluated regularly by management. Both SFAS No. 130 and No.
131 are effective for fiscal years beginning after December 15, 1997. The
adoption of the standards is not expected to have a significant impact on the
financial statements of the Company.

The FASB adopted SFAS No. 133, "Accounting for Derivative Financial Instruments
and Hedging Activities." This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning June 15, 1999, may
be adopted early for periods beginning after issuance of the statement and may
not be applied retroactively. The Company does not expect to adopt SFAS No. 133
early. Management is currently unable to determine whether the effects of
adoption of SFAS No. 133 will have a material impact on the Company's
supplemental consolidated financial statements.

YEAR 2000 INITIATIVES

In response to potential Year 2000 transition issues for computer systems, the
Company is actively addressing these issues as they relate to the Company
Subsidiaries and corporate systems. As with other financial institutions, the
Company engages in a significant amount of business and reporting activity that
depends on accurate date information, such as interest and other calculations
pertaining to loans, deposits, assets and investments. The Company is taking
steps to implement permanent solutions during 1998, rather than waiting until
potential problems develop. A task force began work on identifying and
assessing potential issues in 1997, and the Company is currently evaluating
hardware and software solutions. Appropriate resources are being allocated for
hardware systems and software, as needed, at each of the Company's current as
well as newly acquired entities.

Expenses associated with this issue are expensed as incurred. Management
expects to report periodically on its progress in addressing the Year 2000
transition and expects to be fully Year 2000 compliant by December 31, 1998.

63
<PAGE>

Year 2000 issues are being addressed as they relate to the Company's hardware,
information processing systems, environmental systems and the Company's vendors
and customers. All of these issues are contained within the Company's timeline
for Year 2000 compliance. The Company's timeline for Year 2000 compliance
addresses each material element of Year 2000 compliance within regulatory
guidelines. Present progress indicates that the Company will comply with its
timeline.

The Company's historical remediation costs associated with Year 2000
preparation approximate $ . It is expected that total Year 2000
related remediation costs will approximate $ .

The Company is uncertain whether the event of Year 2000 noncompliance will have
a material effect on its operations, liquidity or financial position. The most
significant worst case scenario would involve Year 2000 noncompliance by
Bankline Midamerica, Inc., to whose data processing system the Company
Subsidiaries will convert. The Company is monitoring Bankline Midamerica,
Inc.'s data processing system in the fourth quarter of 1998.

64
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CITIZENS

The following discussion of financial condition and results of operations
should be read in conjunction with the consolidated financial statements of
Citizens and the Bank (together "Citizens") and the notes thereto, that are
included elsewhere in the Prospectus.

RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997

General

Citizens' consolidated net earnings totaled $3,069,000 for the six months ended
June 30, 1998 compared to $2,001,000 for the same period in 1997. As a result
of Citizens election to S-Corp status in 1997, only minimal income tax expense
was recorded for the period ended June 30, 1997. No income tax expense was
recorded for the period ended June 30, 1998. The primary reason for higher
earnings in 1998 is an increase in net interest income resulting from an
increase in total average loans outstanding and an increase in the yield earned
on loans.

Net Interest Margin

Total interest income was $9,118,000 for the six months ended June 30, 1998
compared to $7,418,000 for the same period in 1997. Interest income on loans
increased $1,215,000, or 18.6%, primarily due to a $23,554,000 increase in the
average balance of loans outstanding during the period ended June 30, 1998
compared to the same period ended June 30, 1997. Interest earned on federal
funds sold and interest-bearing deposits in other financial institutions
increased $324,000, or 95.1% for the six months ended June 30, 1998 compared to
the same period in 1997. This increase is attributable to higher average
balances outstanding in the first six months of 1998 compared to the same
period in the previous year.

Total interest expense increased $667,000, or 18.7%, for the six months ended
June 30, 1998 compared to the same period in 1997. The increase in interest is
primarily attributed to an increase in interest bearing deposits for 1998
compared to the same period in 1997.

As a result of the changes described above, the net interest margin increased
$1,033,000, or 26.7%, for the six months ended June 30, 1998 compared to the
same period in 1997.

Provision for Loan Losses

The provision for loan losses was $670,000 for the first six months ended June
30, 1998 compared to $420,000 for the same period in 1997. Citizens experienced
an increase in chargeoffs during the first six months of 1998, as a result,
additional provisions have been recorded in that period. The increase is
consistent with management's philosophy of maintaining reserves at or near 1.5%
of total loans outstanding.

65
<PAGE>

Other Income

Other income increased by $106,000, or 22.2% for the six months ended June 30,
1998 compared to the same period in 1997. The increase was primarily the result
of a $97,000 increase in service charges on deposit accounts resulting from
overall deposit growth.

Other Expense

Other expense increased by $215,000, or 14.7% for the six months ended June 30,
1998 compared to the same period in 1997. The increase was primarily due to an
increase in salaries and benefits of $114,000 and an increase in occupancy
expense of $26,000 related to depreciation and real estate taxes.

Income Tax Expense

Citizens recognized no income tax expense for the period ended June 30, 1998
due to its Subchapter S Corporation status. The 1997 income tax expense
reflects the write-off of Citizens' existing deferred tax asset of $395,000 at
the time of election.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

General

Citizens' consolidated net earnings totaled $4,885,000 for the year ended
December 31, 1997 compared to $1,778,000 for the same period in 1996. Earnings
before taxes were $5,280,000 for the year ended December 31, 1997 compared to
$2,611,000 for the same period in 1996. The primary reason for higher earnings
before tax is an increase in net interest income of $2,761,000 attributable to
overall growth of the Bank in 1997, compared to the previous year. The primary
reason for higher consolidated net earnings is due to Citizens' election of S-
Corp status in 1997. As a result of the S-Corp election, Citizens was tax
exempt for the year ended December 31, 1997 and only recorded income tax
expense to the extent net deferred tax assets were written off.

Net Interest Margin

Total interest income was $16,048,000 for the year ended December 31, 1997
compared to $11,573,000 for the same period in 1996. Interest income on loans
increased $3,853,000, or 38.4%, primarily due to a $35,403,000 increase in the
average balance of loans outstanding during the period ended December 31, 1997
compared to the same period ended December 31, 1996. This increase was also
attributable to a moderate increase in the yield earned on loans, 10.18% in
1997 compared to 9.93% in 1996. Interest earned on federal funds sold and
interest-bearing deposits in other financial institutions increased $348,000,
or 54.1% for the year ended December 31, 1997 compared to the same period in
1996. This increase is attributable to higher average balances outstanding
during 1997 compared to the previous year.

Total interest expense increased $1,714,000, or 29.1%, in 1997 compared to
1996. Interest expense on time deposits increased $1,385,000 in 1997 compared
to 1996 primarily as a result of an increase in the average balance of time
deposits of $24,650,000, or 30.9% in 1997 compared to 1996. The

66
<PAGE>

average balance of savings deposits and interest-bearing checking also
increased to $38,668,000 in 1997 compared to $30,665,000 for 1996, contributing
to the remaining increase in interest expense.

As a result of the changes described above, the net interest margin increased
$2,761,000, or 48.5%, for the year ended December 31, 1997 compared to the same
period in 1996.

Provision for Loan Losses

The provision for loan losses was $1,145,000 for the year ended December 31,
1997 compared to $1,169,000 for the same period in 1996. The increase is
consistent with management's philosophy of maintaining reserves at or near 1.5%
of total loans outstanding.

Other Income

Other income increased by $377,000, or 52.5% for the year ended December 31,
1997 compared to the same period in 1996. The increase was primarily the result
of a $261,000 increase in service charges on deposit accounts resulting from
overall deposit growth.

Other Expense

Other expense increased by $493,000, or 18.8% for the year ended December 31,
1997 compared to the same period in 1996. The increase was primarily due to an
increase in salaries and benefits of $263,000. The remaining increase is due to
an increase in data and film processing fees. The increase in such expenses is
attributable to the increase in the number of customer accounts outstanding and
transactions processed.

Income Tax Expense

Citizens' recognized $395,000 and $833,000 in income tax expense for the years
ended December 31, 1997 and 1996, respectively. The income tax expense
recognized in 1997 reflects the write-off of Citizens existing deferred tax
asset at the time of election to Subchapter S-Corp status.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

General

Citizens consolidated net earnings totaled $1,778,000 for the year ended
December 31, 1996 compared to $1,100,000, for the same period in 1995. The
primary reason for higher earnings is an increase in net interest income of
$2,045,000 for the period ended December 31, 1996 compared to the previous year
partially offset by increased provisions for loan losses of $751,000 in 1997.

Net Interest Margin

Total interest income was $11,573,000 for the year ended December 31, 1996
compared to $7,628,000 for the same period in 1995. Interest income on loans
increased $3,614,000, or 56.4%, primarily due to a $36,448,000 increase in the
average balance of loans outstanding during the period ended December 31, 1996
compared to the same period ended December 31, 1995. Interest earned on
securities increased $318,000, or 54.2% for the year ended December 31, 1996
compared to the

67
<PAGE>

same period in 1995. This increase is attributable to higher average balances
outstanding during 1996 compared to the previous year. This increase was
partially offset by an overall decrease in the yield earned on securities.

Total interest expense increased $1,899,000, or 47.7%, in 1996 compared to
1995. The increase is primarily attributed to an increase in interest-bearing
deposits for 1996 compared to the same period in 1995.

As a result of the changes described above, the net interest margin increased
$2,046,000, or 63.4%, for the year ended December 31, 1996 compared to 1995.

Provision for Loan Losses

The provision for loan losses was $1,169,000 for the year ended December 31,
1996 compared to $419,000 for the same period in 1995. Such increase is a
result of total loans increasing by $43,360,000 in 1996 and management's
conscious decision to increase the ratio of allowance for loan losses to total
loans to a level consistent with that of their peers.

Other Income

Other income increased from $511,000 in 1995 to $717,000 in 1996. The increase
is directly attributable to the increased service fees on deposit accounts of
$177,000, or 38.1%, in 1996. This increase is attributable to higher average
deposit account balances outstanding for each period.

Other Expense

Other expense increased steadily from $2,037,000, in 1995 to $2,627,000 in
1996. The increase is directly attributable to the increase in salaries and
employee benefits of $247,000 in 1996. The remaining increase is due to an
increase in data and film processing fees. The increase in both such expenses
is attributable to the increase in average customer accounts outstanding and
transactions processed.

Income Tax Expense

Citizens' recognized $833,000 and $600,000 in income tax expense for the years
ended December 31, 1996 and 1995, respectively. The effective tax rates were
32% and 35% for the years ended December 31, 1996 and 1995, respectively.

The following table sets forth Citizens' average balances of assets,
liabilities and stockholders' equity as well as the amount of interest income
or interest expense and the average rate for each category of interest earning
assets and interest bearing liabilities. Included in the average balances are
non-accruing loans. Loan fees are included in interest income. Average balances
are computed on a daily basis.

68
<PAGE>

COMPARATIVE AVERAGE BALANCES AND YIELDS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
1997 1996 1995
------------------------ ------------------------ -----------------------
AVERAGE AVERAGE AVERAGE
RATE RATE RATE
AVERAGE INCOME/ EARNED/ AVERAGE INCOME/ EARNED/ AVERAGE INCOME/ EARNED/
BALANCE EXPENSE PAID BALANCE EXPENSE PAID BALANCE EXPENSE PAID
-------- ------- ------- -------- ------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest Earnings Assets
Loans, net (1) (3)..... $136,362 $13,877 10.18% $100,959 $10,025 9.93% $64,511 $6,411 9.94%
Investment securities-
taxable............... 19,348 1,153 5.96% 15,065 878 5.83% 9,855 578 5.85%
Investment securities-
nontaxable (2)........ 640 26 4.36% 672 27 4.25% 208 9 4.71%
Federal funds sold..... 18,605 971 5.22% 12,438 608 4.90% 11,118 616 5.55%
Interest bearing
deposits in other
financial
institutions.......... 350 21 6.02% 544 35 6.37% 219 14 6.17%
-------- ------- ----- -------- ------- ---- ------- ------ ----
Total interest-earning
assets................ 175,305 16,048 9.15% 129,678 11,573 8.92% 85,911 7,628 8.88%
------- ----- ------- ---- ------ ----
Non-interest earning
assets................. 10,503 8,625 6,274
-------- -------- -------
Total assets........... $185,808 $138,303 $92,185
======== ======== =======
LIABILITIES AND
STOCKHOLDER'S EQUITY
Interest bearing
liabilities
Savings deposits and
interest bearing
checking.............. $ 38,668 $ 1,468 3.80% $ 30,665 $ 1,184 3.86% $20,162 $ 787 3.90%
Time deposits.......... 104,493 6,000 5.74% 79,843 4,615 5.78% 52,574 3,152 6.00%
Borrowed funds......... 1,617 129 7.96% 1,000 84 8.43% 500 45 8.91%
-------- ------- ----- -------- ------- ---- ------- ------ ----
Total interest bearing
liabilities........... 144,778 7,597 5.25% 111,508 5,883 5.28% 73,236 3,984 5.44%
------- ----- -------- ------- ---- ------- ------ ----
Non-interest bearing
liabilities............ 28,166 18,778 13,493
STOCKHOLDER'S EQUITY.... 12,864 8,017 5,456
-------- -------- -------
Total liabilities and
stockholder's equity.. $185,808 $138,303 $92,185
======== ======== =======
Net interest income..... $ 8,451 $ 5,690 $3,644
======= ======= ======
Interest rate spread.... 3.90% 3.64% 3.44%
===== ==== ====
Net yield on interest-
earning assets (4)..... 4.82% 4.39% 4.24%
===== ==== ====
</TABLE>
- --------
(1) Non-accruing loans are included in the computation of average balances.
(2) Yield is adjusted for the tax effect of tax exempt securities. The tax
effects in 1997, 1996, and 1995 were $1,545, $1,618, and $555 respectively.
The marginal state tax rate used was 6%.
(3) Citizens includes loan fees in interest income. Such fees totaled $904,404,
$457,239, and $190,472 in 1997, 1996, and 1995, respectively.
(4) The net yield on average earning assets is the net interest income divided
by average interest-earning assets.

The following table presents the components of changes in Citizens' net
interest income as attributed to volume and rate on a tax-equivalent basis. The
net change attributable to the combined impact of volume and rate has been
solely allocated to the change in rate.

69
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER YEAR ENDED DECEMBER
31, 1997 COMPARED 31, 1996 COMPARED TO
TO 1996 1995
--------------------- ---------------------
TOTAL TOTAL
VOLUME RATE CHANGES VOLUME RATE CHANGES
------ ---- ------- ------ ----- -------
(DOLLARS IN (DOLLARS IN
THOUSANDS) THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Loans (1)........................ $3,515 $337 $3,852 $3,622 $ (8) $3,614
Investment Securities-taxable.... 250 25 275 304 (4) 300
Investment Securities-
nontaxable...................... (2) 1 (1) 22 (4) 18
Federal funds sold............... 302 61 363 73 (81) (8)
Interest bearing deposits in
other financial institutions.... (12) (1) (14) 20 1 21
------ ---- ------ ------ ----- ------
Total interest income.......... $4,053 $422 $4,475 $4,049 $(115) $3,945
====== ==== ====== ====== ===== ======
Interest expense
Savings deposits and interest-
bearing checking................ $ 309 $(25) $ 284 $ 410 $ (13) $ 397
Time deposits.................... 1,425 (40) 1,385 1,635 (172) 1,463
Borrowed funds................... 52 (7) 45 45 (6) 39
------ ---- ------ ------ ----- ------
Total interest expense......... $1,786 $(71) $1,714 $2,089 $(190) $1,899
------ ---- ------ ------ ----- ------
Increase (decrease) in net interest
income............................ $2,267 $351 $2,761 $1,959 $ 75 $2,034
====== ==== ====== ====== ===== ======
</TABLE>
- --------
(1) Citizens includes loan fees in interest income. Such fees totaled $904,404,
$457,239, and $190,472 in 1997, 1996, and 1995, respectively.

FINANCIAL CONDITION

Following are key financial and operating ratios for Citizens for all periods
reported:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
--------------- --------------------------
6/30/98 6/30/97 12/31/97 12/31/96 12/31/95
------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Return on average assets............ 2.85% 2.25% 2.63% 1.29% 1.19%
Return on average equity............ 36.63% 35.92% 37.97% 22.18% 20.16%
Average equity to average assets.... 7.78% 6.25% 6.92% 5.80% 5.92%
Dividend payout ratio............... 77.31% 0.00% 0.00% 0.00% 0.00%
</TABLE>

Liquidity and Capital Reserves

Liquidity risk is managed by Citizens through the composition of its assets and
liabilities in an effort to efficiently meet the borrowing needs and withdrawal
requirements of its customers.

Cash and cash equivalents include cash, due from banks, interest bearing
deposits in other financial institutions, and Federal funds sold. The primary
sources of Citizens' liquidity are cash and cash equivalents and investment
securities with short term maturities or those identified as available-for-
sale. Citizens believes its process of asset/liability management allows
adequate reaction time for trends in the market place as they occur, minimizing
the negative impact of such trends on the net interest margin.

As of June 30, 1998 and December 31, 1997, Citizens had cash and cash
equivalents of approximately $36.7 million and $32.4 million, respectively and
investment securities maturing in less than one year of $8.6 million and $9.4
million, respectively. These amounts represent approximately 3.7%

70
<PAGE>

and 4.6% of Citizens total assets at June 30, 1998 and December 31, 1997 and,
in the opinion of Citizens' management, provide Citizens with sufficient
resources to handle unforeseen deposit outflows and loan requirements.

Citizens' cash and cash equivalents increased approximately $13.4 million for
the year ended December 31, 1997 compared to 1996. Net cash provided by
operating activities aggregated $6.9 million. Net cash used in investing
activities for the year was $30.9 million, primarily as the result of the
increase in loans outstanding as well as the purchases of investment
securities. This increase was offset by the net cash provided by financing
activities of approximately $37.4 million. This increase was the result of the
increase in deposits outstanding.

Citizens' cash and cash equivalents increased approximately $10.7 million for
the six months ended June 30, 1998 compared to the same six months in 1997. Net
cash provided by operating activities aggregated $3.0 million. Net cash used in
investing activities for the six months was $21.9 million, primarily as the
result of the increase in loans outstanding as well as the purchases of
investment securities. This increase was offset by the net cash provided by
financing activities of approximately $23.2 million. This increase was the
result of the increase in deposits outstanding partially offset by a $3.9
million dividend paid to stockholders.

Stockholders' equity represented 5.94% and 7.16% of total assets at June 30,
1998 and December 31, 1997, respectively. Risk based capital and leverage
ratios of the Bank exceeded levels considered necessary to be classified as an
"adequately capitalized" institution by regulatory banking authorities, for
both periods.

Effects of Economic Conditions

Citizens' consolidated financial statements have been prepared in accordance
with generally accepted accounting principles, which require the measurement of
financial position and operating results in terms of historical dollars without
consideration for changes in the relative purchasing power of money over time
due to inflation. The primary impact of inflation on the operations of Citizens
is reflected in increased operating costs. Unlike most industrial companies,
virtually all of the assets and liabilities of a financial institution are
monetary in nature. As a result, changes in interest rates have a more
significant impact on the performance of a financial institution than do
changes in prices. Interest rate changes do not necessarily move in the same
direction or have the same magnitude as changes in the prices of goods and
services.

YEAR 2000 COMPLIANCE

Rapid and accurate data processing is essential to the operation of Citizens.
Many computer programs that can only distinguish the final two digits of the
year entered (a common programming practice in earlier years) are expected to
read entries for the year 2000 as the year 1900 and compute payment, interest
or delinquency based on the wrong date or are expected to be unable to compute
payment, interest or delinquency.

Citizens and the Bank are actively addressing the Year 2000 issue. The Bank has
appointed a Year 2000 committee and approved a Year 2000 Plan, including a
testing plan for applicable hardware and software. In addition, large borrowers
and large depositors have been contacted regarding the Year 2000 issues in
their own companies, which could potentially indirectly affect Citizens.

71
<PAGE>

All of the material data processing of Citizens is currently provided by a
third party service bureau. The service bureau has advised the Bank that it
will be compliant prior to any interruption in service. Citizens does not
however, anticipate that it will utilize its existing service bureau when the
Year 2000 occurs because the Company intends to convert Citizens data
processing to the Company's data processing system following consummation of
the Merger.

LOAN PORTFOLIO--TYPES OF LOANS

The following table presents the amount of loans outstanding at the dates
indicated, according to loan category (dollars in thousands).

<TABLE>
<CAPTION>
% OF % OF % OF % OF
TOTAL TOTAL TOTAL TOTAL
6/30/98 LOANS 12/31/97 LOANS 12/31/96 LOANS 12/31/95 LOANS
-------- ----- -------- ----- -------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate--mortgage... $ 78,763 47.54% $ 69,892 47.33% $ 54,840 44.75% $30,743 38.82%
Commercial.............. 62,172 37.53% 54,573 36.96% 48,557 39.62% 35,415 44.72%
Consumer................ 20,899 12.61% 18,942 12.83% 16,340 13.33% 13,034 16.46%
Other................... 3,844 2.32% 4,253 2.88% 2,815 2.30% 0 0.00%
-------- ----- -------- ----- -------- ----- ------- -----
Total.................. $165,678 100% $147,660 100% $122,552 100% $79,192 100%
======== ======== ======== =======
<CAPTION>
% OF % OF
TOTAL TOTAL
12/31/94 LOANS 12/31/93 LOANS
-------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate--mortgage... $ 5,896 11.29% $ 4,153 20.50%
Commercial.............. 28,274 54.14% 4,699 23.42%
Consumer................ 18,052 34.57% 11,211 55.88%
Other................... 0 0.00% 0 0.00%
-------- ----- -------- -----
Total.................. $ 52,222 100% $ 20,063 100%
======== ========
</TABLE>

Real Estate--mortgage

Real Estate--mortgage loans consist primarily of multi-family residential and
investment properties located in Tulsa, Oklahoma. Citizens does not fund any
single family residential mortgages.

Commercial

This category of loans is comprised mainly of small business loans to customers
in the Tulsa trade area. A portion of such loans are guaranteed by the Small
Business Administration.

Consumer

The consumer loan portfolio consists of both secured and unsecured loans to
individuals for various personal reasons such as automobile financing, home
improvement, educational, and recreational purposes.

Other

This category of loans consists of factoring of accounts receivable of small
businesses in the Tulsa area. Such loans consist of the purchasing of accounts
receivable held by the business at a discount. Payments for those receivables
are then sent directly to Citizens.

72
<PAGE>

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES AS OF
DECEMBER 31, 1997

The following table sets forth the scheduled maturities of the loan portfolio
as of December 31, 1997 (in thousands):

<TABLE>
<CAPTION>
ONE ONE TO OVER
YEAR OR FIVE FIVE
LESS YEARS YEARS TOTAL
------- ------- ------- --------
<S> <C> <C> <C> <C>
Real estate--mortgage.................... $20,401 $37,123 $12,368 $ 69,892
Commercial............................... $30,538 $23,531 $ 504 $ 54,573
Consumer................................. $ 7,302 $11,531 $ 109 $ 18,942
Other.................................... $ 4,253 $ 0 $ 0 $ 4,253
------- ------- ------- --------
Total Loans............................ $62,494 $72,185 $12,981 $147,660
======= ======= ======= ========
</TABLE>

As of December 31, 1997, fixed and adjustable rate loans due after one year
were approximately $90.2 million and $57.5 million, respectively.

Net loans increased $26.7 million, $42.3 million, and $24.4 million in 1995,
1996, and 1997 respectively. Additionally, the interest rate spread increased
from 3.95% in 1995 to 4.11% and 4.55% in 1996 and 1997 respectively. The
increase in loans and interest rate spread is a result of Citizens' aggressive
loan strategy as well as a strong economy throughout the lending area. Total
deposits increased $35.1 million, $47.4 million, and $36.7 million in 1995,
1996, and 1997 respectively. The increase is the result of above market
interest rates offered on these accounts as Citizens has sought to fund loan
demand through an increase in deposit accounts. As a result, loan to deposit
ratios have remained steady at 76% in 1995, 82% in 1996 and 78% in 1997,
respectively.

73
<PAGE>

ALLOWANCE FOR LOAN LOSSES

Provision for losses on loans receivable are based upon management's estimate
of the amount required to maintain an adequate allowance for loan losses,
relative to the risk in the loan portfolio. This estimate is based on reviews
of the loan portfolio, including assessment of the estimated net realizable
value of the related underlying collateral, and based upon consideration of
past loss experience, current economic conditions and such other factors that,
in the opinion of management, deserve current recognition. Amounts are charged
off as soon as probability of loss is established, taking into consideration
such factors as the borrowers financial condition and underlying collateral and
guarantees. Loans are subject to periodic examination by regulatory agencies.
Such agencies may require charge-offs or additions to the allowance based upon
their judgments about information available at the time of their examination.
The following table presents the allowance for loan losses at the dates
indicated (dollars in thousands):

<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
ENDED 6/30/98 12/31/97 12/31/96 12/31/95 12/31/94 12/31/93
------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of
period................. 2,414 1,754 702 468 176 107
Loans charged-off:
Real estate--
mortgage........... -- -- (1) -- -- --
Commercial.......... (386) (377) (77) -- -- (11)
Consumer............ (169) (118) (103) (279) (79) (162)
Other............... -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
Total charge-
offs............. $ (555) $ (495) $ (181) $ (279) $ (79) $ (173)
Recoveries
Real estate
mortgage........... -- -- -- -- -- --
Commercial.......... 93 2 8 -- -- 3
Consumer............ 14 8 56 95 37 40
Other............... -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
Total recoveries.. $ 107 $ 10 $ 64 $ 95 $ 37 $ 43
Net charge-offs......... (448) (485) (117) (184) (42) (130)
Provision for loan
losses................. 670 1,145 1,169 418 334 199
-------- -------- -------- -------- -------- --------
Balance at end of
period........... $ 2,636 $ 2,414 $ 1,754 $ 702 $ 468 $ 176
======== ======== ======== ======== ======== ========
Ratio of net charge-offs
during the period to
average loans
outstanding during the
period................. -0.00029% -0.00036% -0.00012% -0.00029% -0.00012% -0.00117%
Ratio of allowance for
loan losses to loans,
end of period.......... 1.59% 1.64% 1.43% .88% .90% .94%
</TABLE>

Provision for Loan Losses

Citizens recorded provisions for loan losses of $1,145,000, $1,169,000 and
$419,000 in 1997, 1996 and 1995 respectively. The increase in the provision for
loan losses in 1997 and 1996 was attributable to the increase in average loans
outstanding during the same periods as well as higher charge-offs in 1997. Net
charge-offs were $485,000 in 1997 compared to $117,000 in 1996.

74
<PAGE>

As of December 31, 1997, 1996, 1995, 1994, and 1993, the allowance for loan
losses was allocated to Citizens loan categories as follows (dollars in
thousands):

<TABLE>
<CAPTION>
12/31/97 12/31/96 12/31/95
-------------------- -------------------- --------------------
PERCENT OF PERCENT OF PERCENT OF
LOANS IN EACH LOANS IN EACH LOANS IN EACH
CATEGORY TO CATEGORY TO CATEGORY TO
AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS
------ ------------- ------ ------------- ------ -------------
<S> <C> <C> <C> <C> <C> <C>
Real Estate-mortgage.... $ 869 36% $ 667 38% $281 40%
Commercial.............. 1,304 54% 912 52% 351 50%
Consumer................ 241 10% 175 10% 70 10%
Other................... 0 0% 0 0% 0 0%
------ ---- ------ ---- ---- ----
$2,414 100% $1,754 100% $702 100%
====== ==== ====== ==== ==== ====
<CAPTION>
12/31/94 12/31/93
-------------------- --------------------
PERCENT OF PERCENT OF
LOANS IN EACH LOANS IN EACH
CATEGORY TO CATEGORY TO
AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS
------ ------------- ------ -------------
<S> <C> <C> <C> <C> <C> <C>
Real Estate-mortgage.... $ 159 34% $ 49 28%
Commercial.............. 215 46% 56 32%
Consumer................ 94 20% 70 40%
Other................... 0 0% 0 0%
------ ---- ------ ----
$ 468 100% $ 176 100%
====== ==== ====== ====
</TABLE>

NON-PERFORMING LOANS

The following table presents the amount of non-performing loans outstanding at
the dates indicated, by category (dollars in thousands):

<TABLE>
<CAPTION>
6/30/98 12/31/97 12/31/96 12/31/95 12/31/94 12/31/93
------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Non-accrual loans........ $ 20 $ 78 $ 5 $ 0 $ 0 $ 0
Loans 90 days past due
and still accruing...... $509 $411 $101 $64 $ 0 $ 0
Restructured loans....... $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
---- ---- ---- --- --- ---
Total non-performing
loans................. $529 $489 $106 $64 $ 0 $ 0
==== ==== ==== === === ===
</TABLE>

If non-accrual loans had been current in accordance with their original terms
and had been outstanding throughout 1997 and 1996, Citizens would have
recognized an additional interest income of $7,119 in 1997 and 1996 on these
loans, respectively. No interest from these loans was included in net income in
the periods presented.

Management of Citizens reviews the loan portfolio on a continuous basis for
problem loans. During the ordinary course of business, management may become
aware of borrowers that may not be able to meet contractual requirements of
loan agreements. Such loans are placed under close supervision, with
consideration given to placing the loan on nonaccrual status. Management then
determines the need for additions to the allowance for loan loss, or, if
appropriate, partial or full charge-off of the loan. Depending upon the
circumstances, certain of these loans may be renegotiated. Those loans on which
management does not expect to collect interest in the normal course of
business, or which are 90 days or more past due as to principal or interest,
are placed on a nonaccrual status. After a loan is

75
<PAGE>

placed on nonaccrual status, any interest previously accrued but not yet
collected is reversed against current income. Such income was insignificant for
all periods presented. Interest is included in income subsequent to the date
the loan is placed on nonaccrual status on a cash basis so long as management
is satisfied there is no impairment in the book value of the loan. The loan is
returned to accrual status only when the borrower has brought all past due
principal and interest payments current, and in the opinion of management, the
borrower has demonstrated the ability to make future payments of principal and
interest as scheduled.

INVESTMENT ACTIVITIES

Citizens invests a portion of its available funds in short-term and long-term
instruments, including federal funds sold and investment securities. Investment
securities are comprised almost entirely of obligations of the U.S. Government
or its agencies with relatively little risk.

Federal funds sold are used primarily for daily cash management purposes.
Citizens investment securities portfolio is utilized to collateralize certain
of the Bank's line of credit and public fiduciary deposits. It also provides
liquidity through proceeds from scheduled maturities. The majority of Citizens'
investment securities carry fixed interest rates, and at December 31, 1997
Citizens investment portfolio reflected an unrealized gain of $65,000.

The following table presents Citizens' investments in certain securities
accounted for as available for sale (AFS), and held to maturity (HTM). Other
investments is composed of Federal Home Loan Bank Stock and Federal Reserve
Stock, both of which carry no stated maturity.

<TABLE>
<CAPTION>
DECEMBER 31,
---------------
1997 1996
------- -------
<S> <C> <C>
U.S. Government, AFS..................................... $21,044 $15,958
U.S. Agency, AFS......................................... 617 650
Municipal Securities, HTM................................ 517 707
Other.................................................... 709 341
------- -------
Total Securities....................................... 22,887 17,656
Federal Funds Sold..................................... 12,450 24,275
------- -------
Total Investments...................................... 35,337 41,931
======= =======
</TABLE>

The following tables set forth the amounts by book value and weighted average
yields, as of December 31, 1997, of each category of investments listed in the
preceding table maturing during certain time periods.

<TABLE>
<CAPTION>
AFTER ONE AFTER FIVE
YEAR BUT YEARS BUT
WITHIN ONE WITHIN FIVE WITHIN TEN
YEAR YEARS YEARS
------------ ------------ ------------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
U.S. Government, AFS.................. $8,731 5.81% $7,813 5.94% $4,500 5.96%
U.S. Agency, AFS...................... 250 5.25% 250 5.04% -- --
Municipal Securities, HTM............. 487 4.11% 30 4.56% -- --
Other................................. -- -- -- -- -- --
------ ---- ------ ---- ------ ----
Total............................... $9,468 5.70% $8,093 5.91% $4,500 5.96%
====== ==== ====== ==== ====== ====
</TABLE>

76
<PAGE>

<TABLE>
<CAPTION>
AFTER TEN
YEARS TOTAL
------------ -------------
AMOUNT YIELD AMOUNT YIELD
------ ----- ------- -----
<S> <C> <C> <C> <C>
U.S. Government, AFS............................... $-- 0.00% $21,044 5.89%
U.S. Agency, AFS................................... 117 0.00% $ 617 5.26%
Municipal Securities, HTM.......................... -- 0.00% $ 517 1.73%
Other.............................................. 709 0.00% $ 709 --
---- ---- ------- ----
$826 0.00% $22,887 5.76%
==== ==== ======= ====
</TABLE>
- --------
(1) Interest on municipal securities classified as HTM is not subject to state
tax. Yields have been calculated on a tax equivalent basis.

REPRICING AND INTEREST RATE SENSITIVITIES AS OF DECEMBER 31, 1997

Interest Rate Risk

Asset and liability management encompasses both interest rate risk and
liquidity management. Citizens' net interest margin can be vulnerable to wide
fluctuations arising from a change in the general level of interest rates which
may affect the yield on interest earning assets differently than the cost of
interest bearing liabilities. Citizens monitors its asset and liability mix in
an effort to maintain a consistent earnings performance through control of
interest rate risk.

Below is a "static gap" schedule for Citizens as of December 31, 1997 (in
thousands). This is just one of several tools which may be used to measure and
manage interest rate sensitivity. Earning assets and interest bearing
liabilities are presented below within selected time intervals based on their
repricing and maturity characteristics. In this view, the sensitivity position
is perfectly matched when an equal amount of assets and liabilities reprice
during any given period. Excess assets or liabilities repricing in a given time
period result in the "Interest Sensitivity Gap" shown at the bottom of the
schedule. A positive gap indicates more assets than liabilities will reprice in
that time period, while a negative gap indicates more liabilities than assets
will reprice.

<TABLE>
<CAPTION>
0-3 4-12 1-5 OVER 5
MONTHS MONTHS YEARS YEARS TOTAL
-------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Interest Earning Assets
Loans........................... $ 24,302 $ 38,194 $72,183 $12,981 $147,660
Investment Securities--taxable.. $ 1,802 $ 7,357 $12,452 $ 823 $ 22,434
Investment Securities--
nontaxable..................... $ 100 $ 387 $ 30 $ 0 $ 517
Fed funds sold.................. $ 24,275 $ 0 $ 0 $ 0 $ 24,275
Interest-bearing deposits at
other financial institutions... $ 250 $ 0 $ 100 $ 0 $ 350
-------- -------- ------- ------- --------
Total interest earning
assets....................... $ 50,729 $ 45,938 $84,765 $13,804 $195,236
-------- -------- ------- ------- --------
Interest Bearing Liabilities
Interest bearing demand and
savings........................ $ 43,401 $ 0 $ 0 $ 0 $ 43,401
Time and CD's less than
$100,000....................... $ 19,897 $ 47,584 $15,623 $ 0 $ 83,104
Time and CD's of $100,000 and
greater........................ $ 9,135 $ 14,520 $ 4,217 $ 0 $ 27,872
Borrowed funds.................. $ 9 $ 52 $ 305 $ 518 $ 884
-------- -------- ------- ------- --------
Total interest bearing
liabilities.................. $ 72,442 $ 62,156 $20,145 $ 518 $155,261
-------- -------- ------- ------- --------
-------- -------- ------- ------- --------
Interest Sensitivity GAP.......... $(21,713) $(16,218) $64,620 $13,286 $ 39,975
======== ======== ======= ======= ========
</TABLE>

77
<PAGE>

The schedule indicates Citizens is liability sensitive in the 0-3 month and 4-
12 month periods and it is asset sensitive for all other periods. This means,
that during the 0-3 and 4-12 months periods, interest bearing liabilities would
be repriced faster than earning assets, thereby improving net interest income
when rates are declining and reducing net interest income when rates are
rising. While the "static gap" is a widely used measure of interest
sensitivity, it is not, in management's opinion, the only indicator of Citizens
sensitivity position.

DEPOSIT ACTIVITIES

The following table sets forth the average balances and weighted average rates
for Citizens' categories of deposits for the periods indicated (dollars in
thousands):

<TABLE>
<CAPTION>
AVERAGE DEPOSIT BALANCES AND RATES
-------------------------------------------------------------------------------
YEAR ENDED 12/31/97 YEAR ENDED 12/31/96 YEAR ENDED 12/31/95
------------------------- -------------------------- --------------------------
% OF % OF % OF
AVERAGE AVERAGE TOTAL AVERAGE AVERAGE TOTAL AVERAGE AVERAGE TOTAL
BALANCES RATE DEPOSITS BALANCES RATE DEPOSITS BALANCES RATE DEPOSITS
-------- ------- -------- -------- ------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Noninterest-bearing
demand................. $ 26,600 0.00% 15.67% $ 17,581 0.00% 13.73% $12,706 0.00% 14.87%
Interest-bearing
NOW & Money Market..... $ 15,023 3.33% 8.85% $ 24,289 3.86% 18.96% $15,664 3.96% 18.33%
Money Market........... $ 14,181 4.15% 8.35% (1) (1) (1) (1) (1) (1)
Savings................. $ 9,464 3.99% 5.57% $ 6,376 3.86% 4.98% $ 4,498 3.69% 5.26%
Time Deposits........... $104,493 5.74% 61.55% $ 79,843 5.78% 62.33% $52,574 6.00% 61.53%
-------- ---- ------ -------- ---- ------ ------- ---- ------
Total................ $169,761 100.00% $128,089 100.00% $85,442 100.00%
======== ====== ======== ====== ======= ======
</TABLE>
- --------
(1) For these periods, money market accounts were combined with NOW accounts in
Citizens detail records.

The following table summarizes at December 31, 1997, Citizens' certificates of
deposits of $100,000 or greater by time remaining until maturity.

<TABLE>
<CAPTION>
CERTIFICATES OF DEPOSIT
$100,000 OR GREATER
-----------------------
(DOLLARS IN THOUSANDS)
<S> <C>
Maturity Period
Less than three months.......................... $ 9,135
Over three months through six months............ $ 6,774
Over six months through twelve months........... $ 7,746
Over twelve months.............................. $ 4,217
-------
Total CD's of $100,000 or greater............. $27,872
=======
</TABLE>

Citizens had no other time deposits in excess of $100,000.

ACCOUNTING AND FINANCIAL REPORTING

The Financial and Accounting Standards Board (FASB) issued SFAS 130 "Reporting
Comprehensive Income" in June 1997. This statement requires the reporting and
display of comprehensive income and its components (revenues, expenses, gains,
and losses) in a full set of general-purpose financial statements,
specifically, that an enterprise (a) classify items of other comprehensive
income by their nature in a financial statement and (b) display the accumulated
balance of other comprehensive income separately from retained earnings and
additional paid-in

78
<PAGE>

capital in the equity section of a statement of financial position. In
accordance, Citizens recognizes unrealized holding gains and losses on
available-for-sale securities as a separate equity component.

The FASB issued SFAS 131, Disclosures about Segments of an Enterprise and
Related Information in June 1997. This statement requires that public entities
report financial and descriptive information about their reportable operating
segments. Operating segments are components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. Adoption of the Statement is not expected to have a
material effect on the consolidated financial statements.

The FASB adopted SFAS No. 133, Accounting for Derivative Financial Instruments
and Hedging Activities. This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts and for heeding activities. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning June 15, 1999, may
be adopted early for periods beginning after issuance of the statement and may
not be applied retroactively. The Company does not expect to adopt SFAS No. 133
early. Management is currently unable to determine whether the effects of
adoption of SFAS No. 133 will have a material impact on the Company's
supplemental consolidated financial statements.

LEGAL MATTERS

Certain legal matters in connection with the Merger will be passed upon by
Blackwell Sanders Peper Martin LLP.

EXPERTS

INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY

The consolidated supplemental financial statements of the Company as of
December 31, 1997 and 1996 and for each of the years in the 3-year period ended
December 31, 1997, have been included herein in reliance upon the reports of
KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in auditing and accounting. In those reports,
that firm states that, with respect to certain acquired entities, its opinion
is based on the reports of other independent public accountants, namely GRA,
Thompson, White & Co., P.C. and Baird, Kurtz & Dobson. The financial statements
referred to above have been included herein in reliance upon the reports of
those firms given upon the authority of those firms as experts in accounting
and auditing.

INDEPENDENT PUBLIC ACCOUNTANTS FOR CITIZENS

The consolidated financial statements of Citizens as of December 31, 1997 and
1996 and for each of the years in the three-year period ended December 31,
1997, have been included herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, appearing elsewhere
herein, such report given upon the authority of said firm as experts in
auditing and accounting.

79
<PAGE>

STOCKHOLDER PROPOSALS

If the Merger is consummated, stockholders of Citizens will have the right to
become stockholders of the Company at the Effective Time. The Company
stockholders may submit to the Company proposals for formal consideration at
the 1999 annual meeting of the Company's stockholders and inclusion in the
Company's proxy statement for such meetings. All such proposals to be
considered for inclusion in the Company's proxy statement for the 1999 annual
meeting must be received in writing by the Corporate Secretary at the Company
by November 24, 1998.

80
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GOLD BANC CORPORATION, INC.
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors' Report............................................ F-2
Supplemental Consolidated Balance Sheets................................ F-3
Supplemental Consolidated Statements of Earnings........................ F-4
Supplemental Consolidated Statements of Stockholders Equity............. F-5
Supplemental Consolidated Statement of Cash Flows....................... F-6
Notes to Supplemental Consolidated Financial Statements................. F-7
SUPPLEMENTAL INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Consolidated Balance Sheets................................ F-26
Supplemental Consolidated Statements of Earnings........................ F-27
Supplemental Consolidated Statements of Cash Flows...................... F-28
Notes to Supplemental Interim Unaudited Consolidated Financial
Statements............................................................. F-29
CITIZENS BANCORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
Independent Accountant's Report......................................... F-33
Consolidated Balance Sheets............................................. F-34
Consolidated Statements of Earnings..................................... F-35
Consolidated Statements of Stockholder's Equity......................... F-36
Consolidated Statements of Cash Flows................................... F-37
Notes to Consolidated Financial Statements.............................. F-38
INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets............................................. F-51
Consolidated Statements of Earnings..................................... F-52
Consolidated Statements of Cash Flows................................... F-56
Notes to Interim Unaudited Consolidated Financial Statements............ F-54
</TABLE>

F-1
<PAGE>

When the transaction referred to in note 1 to Notes to Supplemental
Consolidated Financial Statements has been consummated, we will be in a
position to render the following report.

/s/ KPMG Peat Marwick LLP

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Gold Banc Corporation, Inc.:

We have audited the accompanying supplemental consolidated balance sheets of
Gold Banc Corporation, Inc. and subsidiaries (the Company) as of December 31,
1997 and 1996 and the related supplemental consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997. These supplemental consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these supplemental consolidated
financial statements based on our audits. We did not audit the financial
statements of First State Bancorporation, Inc. (First State) for any of the
periods presented. Those statements reflect total assets constituting 17% and
20% at December 31, 1997 and 1996 and total revenues constituting 19%, 20% and
21% in 1997, 1996 and 1995, respectively, of the related consolidated totals.
Additionally, we did not audit the financial statements of Peoples Bancshares,
Inc. (Peoples) for 1996 and 1995. Those statements reflect total assets
constituting 15% at December 31, 1996 and total revenues constituting 15% and
17% in 1996 and 1995, respectively, of the related consolidated totals. The
financial statements of First State and Peoples were audited by other auditors
whose reports have been furnished to us, and our opinion, insofar as it relates
to the amounts included for First State and Peoples, is based solely on the
reports of the other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the supplemental consolidated financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the supplemental
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall supplemental consolidated financial statement
presentation. We believe that our audits and the reports of the other auditors
provide a reasonable basis for our opinion.

The supplemental consolidated financial statements give retroactive effect to
the merger of Gold Banc Corporation, Inc. and First State Bancorporation, Inc.
on October , 1998, which has been accounted for as a pooling-of-interests as
described in note 1 to the supplemental consolidated financial statements.
Generally accepted accounting principles proscribe giving effect to a
consummated business combination accounted for by the pooling-of-interests
method in financial statements that do not include the date of consummation.
These financial statements do not extend through the date of consummation.
However, they will become the historical consolidated financial statements of
Gold Banc Corporation, Inc. and subsidiaries after financial statements
covering the date of consummation of the business combination are issued.

In our opinion, based on our audits and the reports of the other auditors, the
supplemental consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Gold Banc
Corporation, Inc. and subsidiaries as of December 31, 1997 and 1996 and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1997, in conformity with generally
accepted accounting principles applicable after financial statements are issued
for a period which includes the date of consummation of the business
combination.

KPMG Peat Marwick LLP

Kansas City, Missouri
October , 1998

F-2
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1997 AND 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS 1997 1996
------ -------- --------
<S> <C> <C>
Cash and due from banks.................................... $ 21,414 $ 16,853
Federal funds sold and interest-bearing deposits........... 24,444 11,713
-------- --------
Total cash and cash equivalents........................ 45,858 28,566
-------- --------
Investment securities (note 2):
Held-to-maturity......................................... 100 102
Available-for-sale....................................... 137,171 128,181
Trading securities....................................... 1,072 --
Other.................................................... 3,240 2,672
-------- --------
Total investment securities............................ 141,583 130,955
-------- --------
Mortgage and student loans held for sale, net.............. 4,359 4,934
Loans, net (note 3)........................................ 396,729 282,826
Premises and equipment, net (note 4)....................... 17,441 14,600
Deferred taxes (note 9).................................... 130 179
Accrued interest and other assets.......................... 14,426 8,999
-------- --------
433,085 311,538
-------- --------
Total assets........................................... $620,526 $471,059
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Liabilities:
Deposits (note 5)........................................ $510,700 $399,704
Securities sold under agreements to repurchase (note 6).. 6,516 5,966
Federal funds purchased and Federal Home Loan Bank
advances (note 7)....................................... 14,199 12,675
Guaranteed preferred beneficial interests in Company's
debentures (note 1)..................................... 28,750 --
Long-term debt (note 8).................................. 3,967 6,074
Accrued interest and other liabilities................... 4,488 3,247
-------- --------
Total liabilities...................................... 568,620 427,666
-------- --------
Stockholders' equity (notes 10 and 13):
Preferred stock, no par value, 25,000,000 shares
authorized, no shares issued............................ -- --
Common stock, $1 par value, 25,000,000 shares authorized;
11,920,478 and 11,374,478 shares issued and outstanding
at December 31, 1997 and 1996, respectively............. 11,920 11,374
Additional paid-in capital............................... 17,791 14,583
Retained earnings........................................ 22,140 17,804
Unrealized gain (loss) on available-for-sale securities,
net..................................................... 291 (92)
Unearned compensation (note 10).......................... (236) (276)
-------- --------
Total stockholders' equity............................. $ 51,906 $ 43,393
======== ========
Commitments and contingent liabilities (notes 16 and 17)
Total liabilities and stockholders' equity............. $620,526 $471,059
======== ========
</TABLE>

See accompanying notes to supplemental consolidated financial statements.

F-3
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF EARNINGS

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Interest income:
Loans, including fees............................... $31,045 $24,649 $21,867
Investment securities............................... 7,623 7,872 7,574
Other............................................... 757 558 287
------- ------- -------
39,425 33,079 29,728
------- ------- -------
Interest expense:
Deposits............................................ 18,703 16,537 14,321
Borrowings and other................................ 1,671 1,862 1,819
------- ------- -------
20,374 18,399 16,140
------- ------- -------
Net interest income................................... 19,051 14,680 13,588
Provision for loan losses (note 3).................... 985 93 1,394
------- ------- -------
Net interest income after provision for loan losses... 18,066 14,587 12,194
------- ------- -------
Other income:
Service fees........................................ 1,409 1,341 1,233
Net gains on sale of mortgage loans................. 679 1,128 1,058
Net securities gains (losses)....................... 116 -- (93)
Unrealized gains on trading securities.............. 229 -- --
Gain on sale of other assets (note 3)............... 198 297 14
Other............................................... 893 697 599
------- ------- -------
3,524 3,463 2,811
------- ------- -------
Other expense:
Salaries and employee benefits...................... 7,391 7,145 6,369
Net occupancy expense............................... 2,143 1,853 1,601
Federal deposit insurance premiums (note 5)......... 96 551 400
Other............................................... 4,539 3,871 3,710
------- ------- -------
14,169 13,420 12,080
------- ------- -------
Earnings before income taxes.......................... 7,421 4,630 2,925
Income taxes (note 9)................................. 2,432 1,501 820
------- ------- -------
Net earnings.......................................... $ 4,989 $ 3,129 $ 2,105
======= ======= =======
Net earnings per share--basic......................... $ .43 $ .43 $ .30
Net earnings per share--diluted....................... $ .43 $ .43 $ .30
======= ======= =======
</TABLE>

See accompanying notes to supplemental consolidated financial statements.

F-4
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
UNREALIZED
GAIN (LOSS)
ADDITIONAL ON SECURITIES
PREFERRED COMMON PAID-IN RETAINED AVAILABLE- UNEARNED TREASURY
STOCK STOCK CAPITAL EARNINGS FOR-SALE, NET COMPENSATION STOCK TOTAL
--------- ------- ---------- -------- ------------- ------------ -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1994................... $100 $ 6,859 $ 1,836 $12,639 $(1,446) $ -- $ (35) $19,953
Purchase and retirement
of 132,551 shares of
common stock........... -- -- (347) -- -- -- -- (347)
Purchase of 235,512
shares of common
stock.................. -- -- -- -- -- -- (1,095) (1,095)
Issuance of 106,692
shares of common
stock.................. -- 106 294 -- -- -- -- 400
Sale of 46,678 shares of
common stock........... -- -- (25) -- -- -- 288 263
Retirement of 35 shares
of Class B preferred
stock and 188,832
shares of common stock
held in treasury....... (35) (190) (617) -- -- -- 842 --
Change in unrealized
gain on securities
available-for-sale..... -- -- -- -- 1,869 -- -- 1,869
Net earnings............ -- -- -- 2,105 -- -- -- 2,105
---- ------- ------- ------- ------- ----- ------- -------
Balance at December 31,
1995................... 65 6,775 1,141 14,744 423 -- -- 23,148
Purchase and retirement
of 3,922 shares of
common stock........... -- -- (12) -- -- -- -- (12)
Conversion of 65 shares
of preferred stock into
28,096 shares of common
stock.................. (65) 28 37 -- -- -- -- --
Redemption and
retirement of 29,640
shares of common
stock.................. -- (29) (105) -- -- -- -- (134)
Issuance of 4,600,000
shares of common stock,
net of issuance costs
of $1,942.............. -- 4,600 13,522 -- -- -- -- 18,122
Purchase of 63,776
shares of common stock
for the employee stock
ownership plan......... -- -- -- -- -- (276) -- (276)
Change in unrealized
loss on securities
available-for-sale..... -- -- -- -- (515) -- -- (515)
Cash dividends
declared............... -- -- -- (69) -- -- -- (69)
Net earnings............ -- -- -- 3,129 -- -- -- 3,129
---- ------- ------- ------- ------- ----- ------- -------
Balance at December 31,
1996................... -- 11,374 14,583 17,804 (92) (276) -- 43,393
Issuance of 546,000
shares of common
stock.................. -- 546 3,208 -- -- -- -- 3,754
Reduction of unearned
compensation........... -- -- -- -- -- 40 -- 40
Change in unrealized
gain on securities
available-for-sale..... -- -- -- -- 383 -- -- 383
Net earnings............ -- -- -- 4,989 -- -- -- 4,989
Dividends paid ($.045
per share)............. -- -- -- (653) -- -- -- (653)
---- ------- ------- ------- ------- ----- ------- -------
Balance at December 31,
1997................... $-- $11,920 $17,791 $22,140 $ 291 $(236) $ -- $51,906
==== ======= ======= ======= ======= ===== ======= =======
</TABLE>

See accompanying notes to supplemental consolidated financial statements.

F-5
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings...................................... $ 4,989 $ 3,129 $ 2,105
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activites:
Provision for loan losses....................... 985 93 1,394
Net (gains) losses on sales of securities....... (116) -- 93
Amortization of investment securities' premiums,
net of accretion............................... 73 243 216
Depreciation and amortization................... 1,353 1,045 982
Gain on sale of assets, net..................... (215) (367) (18)
Purchases of trading securities................. (998) -- --
Proceeds from sales of trading securities....... 169 -- --
Unrealized gains on trading securities.......... (229) -- --
Net (increase) decrease in mortgage loans held
for sale....................................... 1,324 4,483 (4,879)
Other changes:
Accrued interest receivable and other assets.. (2,226) (37) (424)
Accrued interest payable and other liabili-
ties......................................... 1,227 536 503
------- ------- -------
Net cash provided by (used in) operating ac-
tivities.................................... 6,336 9,125 (28)
------- ------- -------
Cash flows from investing activities:
Net increase in loans............................. (88,422) (48,790) (20,835)
Principal collections and proceeds from maturities
of held-to-maturity securities................... 2 73 16,600
Principal collections and proceeds from sales and
maturities of available-for-sale securities...... 53,435 51,986 41,956
Purchases of available-for-sale securities........ (45,224) (55,376) (52,379)
Purchases of held-to-maturity securities.......... -- (99) (1,645)
Purchases of other securities, net................ (547) (13) (279)
Net additions to premises and equipment........... (3,530) (5,491) (3,482)
Proceeds from sale of other assets................ 421 961 317
Cash received in bank acquisition, net of cash
paid............................................. 362 -- --
------- ------- -------
Net cash used in investing activities........ (83,503) (56,749) (19,747)
------- ------- -------
Cash flows from financing activities:
Increase in deposits.............................. 68,159 35,784 39,662
Proceeds from long-term debt...................... -- -- 763
Principal payment on long-term debt............... (3,869) (8,175) (1,421)
Proceeds from issuance of subordinated deben-
tures............................................ 28,750 -- --
Purchase of treasury stock........................ -- (146) (1,442)
Proceeds from issuance of common stock, net of
costs............................................ -- 18,122 350
Proceeds from sale of treasury stock.............. -- -- 263
Increase (decrease) in repurchase agreements...... 550 (6,187) 87
Increase (decrease) in federal funds purchased,
advances and other short-term borrowings......... 1,523 7,087 (1,688)
Payment of dividends.............................. (653) (68) --
------- ------- -------
Net cash provided by financing activities.... 94,460 46,417 36,574
------- ------- -------
Increase (decrease) in cash and cash equivalents... 17,293 (1,207) 16,799
Cash and cash equivalents, beginning of year....... 28,565 29,772 12,973
------- ------- -------
Cash and cash equivalents, end of year............. $45,858 $28,565 $29,772
======= ======= =======
Supplemental disclosure of cash flow information:
Cash paid during the year for interest............ $19,376 $18,284 $15,653
======= ======= =======
Cash paid during the year for income taxes........ $ 1,982 $ 1,238 $ 1,562
======= ======= =======
Supplemental schedule of noncash investing activi-
ties:
Loans transferred to other real estate owned...... $ 768 $ 741 $ 94
Transfer of held-to-maturity investment securities
to available-for-sale............................ -- -- 42,968
======= ======= =======
Supplemental schedule of noncash financing activi-
ties:
Issuance of common stock for acquisitions......... $ 3,754 $ -- $ --
Common stock subscribed........................... -- -- 50
======= ======= =======
Noncash activities related to purchase acquisi-
tions:
Investing activities:
Increase in investments......................... $17,498 -- --
Net increase in loans........................... 27,269 -- --
Increase in land, buildings and equipment....... 474 -- --
Financing activities:
Increase in deposits............................ 42,838 -- --
Increase in borrowed funds...................... 1,762 -- --
</TABLE>

See accompanying notes to supplemental consolidated financial statements.

F-6
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997, 1996 AND 1995

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The supplemental consolidated financial statements include the accounts of Gold
Banc Corporation, Inc. and its subsidiary banks, Exchange National Bank,
Marysville, Kansas, Citizens State Bank and Trust Company, Seneca, Kansas,
Provident Bank, f.s.b., St. Joseph, Missouri, The Peoples National Bank, Clay
Center, Kansas, Farmers National Bank, Oberlin, Kansas, First State Bank and
Trust Company, Pittsburg, Kansas and GBCI Capital Trust, collectively referred
to as the Company. All significant intercompany transactions have been
eliminated.

In May 1998, the Company announced a two-for-one stock split in the form of a
100% stock dividend. All share and per share information has been restated for
the split for all periods presented.

On October , 1998, the Company issued 1,787,248 shares of its common stock
in exchange for all of the shares of common stock of First State
Bancorporation, Inc. (the merger). First State Bancorporation, Inc. owned all
of the outstanding common stock of First State Bank and Trust Company in
Pittsburg, Kansas. The merger has been accounted for as a pooling-of-interests
and, accordingly, the 1997, 1996 and 1995 supplemental consolidated financial
statements have been restated to include the accounts and results of operations
of the combining companies.

Nature of Operations

The Company is a multibank holding company that owns and operates community
banks located in Kansas and northwestern Missouri. The banks provide a full
range of commercial and consumer banking services primarily to small and
medium-sized communities and the surrounding market areas, including suburban
Kansas City.

Initial Public Offering

Effective November 19, 1996, the Company completed an initial public offering,
selling 4,000,000 shares of its common stock at $4.38 per share. Subsequently,
the Company's underwriter exercised its over-allotment option and on December
19, 1996, the Company sold an additional 600,000 shares at $4.38 per share.
Total expenses, including underwriter's discounts, aggregated $1,942,000. The
Company's shares are registered on the NASDAQ under the symbol GLDB.

Guaranteed Preferred Beneficial Interests in Company's Debentures

On December 15, 1997, GBCI Capital Trust (the Trust), a Delaware business trust
wholly-owned by the Company, completed the sale of $28.75 million of 8.75%
Preferred Securities (the Preferred Securities). The Trust used the net
proceeds from the offering to purchase a like amount of 8.75% Guaranteed
Preferred Beneficial Interests in Company's Debentures (the Debentures) of the
Company. The Debentures are the sole assets of the Trust and are eliminated,
along with the related

F-7
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

income statement effects, in the consolidated financial statements. The Company
used the proceeds from the sale of the Debentures to retire certain debt and
for general corporate purposes. Total expenses associated with the offering
approximating $1,219,000 are included in other assets and are being amortized
on a straight-line basis over the life of the Debentures.

The Preferred Securities accrue and pay distributions quarterly at an annual
rate of 8.75% of the stated liquidation amount of $25 per Preferred Security.
The Company has fully and unconditionally guaranteed all of the obligations of
the Trust. The guarantee covers the quarterly distributions and payments on
liquidation or redemption of the Preferred Securities, but only to the extent
of funds held by the Trust.

The Preferred Securities are mandatorily redeemable upon the maturity of the
Debentures on December 31, 2027 or upon earlier redemption as provided in the
Indenture. The Company has the right to redeem the Debentures, in whole or in
part, on or after December 31, 2002 at a redemption price specified in the
Indenture plus any accrued but unpaid interest to the redemption date.

Estimates

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the 1996 and 1995 consolidated
financial statements to conform to the 1997 presentation.

Investment Securities

The Company classifies investment securities in one of three categories:
trading, available-for-sale or held-to-maturity. Trading securities are bought
and held principally for the purpose of selling them in the near term. Held-to-
maturity securities are those which the Company has the positive intent and
ability to hold to maturity. All other securities are classified as available-
for-sale.

Held-to-maturity securities are recorded at amortized cost. Trading and
available-for-sale securities are recorded at fair value. Unrealized holding
gains and losses on trading securities are included in earnings. Unrealized
holding gains and losses, net of related tax effect, on available-for-sale
securities are excluded from earnings and are reported as a separate component
of stockholders' equity until realized. Realized gains and losses upon
disposition of available-for-sale securities are included in income using the
specific identification method for determining the cost of the securities sold.

F-8
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

A decline in the market value of any security below cost that is deemed other
than temporary is charged to income, resulting in the establishment of a new
cost basis for the security. Premiums and discounts are amortized or accreted
over the life of the related security as an adjustment to interest income.
Dividend and interest income is recognized when earned.

Mortgage and Student Loans Held for Sale

Mortgage and student loans originated and intended for sale in the secondary
market are carried at the lower of aggregate cost or estimated fair value. Fees
received on such loans are deferred and recognized in income as part of the
gain or loss on sale. Net unrealized losses are recognized through a valuation
allowance by charges to income.

Loans

Loans receivable that management has the intent and ability to hold for the
foreseeable future or until maturity or payoff are reported at their
outstanding principal balance adjusted for any charge-offs, the allowance for
loan losses, and any deferred fees or costs on originated loans and unamortized
premiums or discounts on purchased loans.

Interest income on loans is accrued and credited to operations based on the
principal amount outstanding. The accrual of interest on impaired loans is
discontinued when, in management's opinion, the borrower may be unable to meet
payments as they become due. When interest accrual is discontinued, all unpaid
accrued interest is reversed. Interest income is subsequently recognized only
to the extent cash payments are received. Significant loan and commitment fee
income and related costs are deferred and amortized over the term of the
related loan or commitment.

Allowance for Loan Losses

Provisions for losses on loans receivable are based upon management's estimate
of the amount required to maintain an adequate allowance for losses, relative
to the risk in the loan portfolio. This estimate is based on reviews of the
loan portfolio, including assessment of the estimated net realizable value of
the related underlying collateral, and upon consideration of past loss
experience, current economic conditions and such other factors which, in the
opinion of management, deserve current recognition. Amounts are charged off as
soon as probability of loss is established, taking into consideration such
factors as the borrower's financial condition, underlying collateral and
guarantees. Loans are also subject to periodic examination by regulatory
agencies. Such agencies may require charge-offs or additions to the allowance
based upon their judgments about information available at the time of their
examination.

Premises and Equipment

Premises and equipment are stated at cost, less accumulated depreciation and
amortization. Depreciation and amortization are computed using the straight-
line and accelerated methods based on the estimated useful lives of the related
assets.

F-9
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Goodwill

The excess cost over fair value of assets acquired of consolidated subsidiaries
is being amortized on a straight-line basis over periods of ten to twenty-five
years.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the supplemental
consolidated financial statement carrying amounts of existing assets and
liabilities and their respective tax bases, and are measured using enacted tax
rates expected to apply to taxable income in the years in which those
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities for subsequent changes in tax rates is recognized in the
period that includes the tax rate change.

Stock Option Plan

Prior to January 1, 1996, the Company accounted for its stock option plan in
accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees, and related interpretations.
As such, compensation expense would be recorded on the date of grant only if
the current market price of the underlying stock exceeded the exercise price.
On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, which
permits entities to recognize as expense over the vesting period the fair value
of all stock-based awards on the date of grant. Alternatively, SFAS No. 123
also allows entities to continue to apply the provisions of APB Opinion No. 25
and provide pro forma net income and pro forma earnings per share disclosures
for employee stock option grants made in 1995 and future years as if the fair
value-based method defined in SFAS No. 123 had been applied. The Company has
elected to continue to apply the provisions of APB Opinion No. 25 and provide
the pro forma disclosure provisions of SFAS No. 123.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash equivalents
include cash on hand, amounts due from banks, federal funds sold and interest-
bearing deposits.

Earnings Per Share

Earnings per share are computed in accordance with SFAS No. 128, Earnings per
Share. Basic earnings per share is based upon the weighted average number of
common shares outstanding during the periods presented. Diluted income per
share includes the effects of all dilutive potential common shares outstanding
during each period. All per share data has been restated to conform to SFAS No.
128.

F-10
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The shares used in the calculation of basic and diluted income per share are
shown below (in thousands):

<TABLE>
<CAPTION>
1997 1996 1995
------ ----- -----
<S> <C> <C> <C>
Weighted average common shares outstanding............. 11,511 7,267 6,901
Stock options.......................................... 40 -- --
------ ----- -----
11,551 7,267 6,901
====== ===== =====
</TABLE>

Future Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information, in June
1997. SFAS No. 131 requires that public enterprises report financial and
descriptive information about their reportable operating segments. Operating
segments are components of an enterprise about which separate financial
information is available that is evaluated regularly by management. SFAS No.
131 is effective for fiscal years beginning after December 15, 1997. The
adoption of the standard is not expected to have a significant impact on the
supplemental consolidated financial statements of the Company.

The FASB adopted SFAS No. 133, Accounting for Derivative Financial Instruments
and Hedging Activities. This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning June 15, 1999, may
be adopted early for periods beginning after issuance of the statement and may
not be applied retroactively. The Company does not expect to adopt SFAS No. 133
early. Management is currently unable to determine whether the effects of
adoption of SFAS No. 133 will have a material impact on the Company's
supplemental consolidated financial statements.

F-11
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(2) INVESTMENT SECURITIES

The amortized cost, gross unrealized gains and losses and estimated fair value
of investment securities by major security type at December 31, 1997 and 1996
are as follows (in thousands):

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
1997
Held-to-maturity:
Obligations of states and
political subdivisions... $ 100 $-- $ -- $ 100
======== ==== ===== ========
Available-for-sale:
U.S. treasury and agency
securities............... $ 84,588 $205 $ (79) $ 84,714
Obligations of states and
political subdivisions... 19,273 423 (13) 19,683
Mortgage-backed securi-
ties..................... 32,878 107 (211) 32,774
-------- ---- ----- --------
Total................... $136,739 735 (303) 137,171
======== ==== ===== ========
1996
Held-to-maturity:
Obligations of states and
political subdivisions... $ 102 $-- $ -- $ 102
======== ==== ===== ========
Available-for-sale:
U.S. treasury and agency
securities............... $ 68,637 $184 $(304) $ 68,517
Obligations of states and
political subdivisions... 20,312 380 (55) 20,637
Mortgage-backed securi-
ties..................... 38,962 116 (493) 38,585
Equity securities......... 435 7 -- 442
-------- ---- ----- --------
Total................... $128,346 $687 $(852) $128,181
======== ==== ===== ========
</TABLE>

The amortized cost and estimated fair values of investment securities at
December 31, 1997, by contractual maturity, are shown below (in thousands).
Expected maturities will differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without call or
prepayment penalties.

<TABLE>
<CAPTION>
HELD-TO-MATURITY AVAILABLE-FOR-SALE
------------------- -------------------
ESTIMATED ESTIMATED
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Due in one year or less......... $ 75 $ 75 $ 38,524 $ 38,525
Due after one year through five
years.......................... 25 25 47,549 47,762
Due after five years through ten
years.......................... -- -- 18,270 18,539
Due after ten years............. -- -- 2,771 2,841
Mortgage-backed securities...... -- -- 29,625 29,504
---- ---- -------- --------
Total....................... $100 $100 $136,739 $137,171
==== ==== ======== ========
</TABLE>

F-12
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company's trading securities consist of a segregated portfolio of equity
securities purchased with the intent to actively manage and trade such
securities frequently. Realized gains since the trading portfolio was
established aggregate $14,000.

Other securities at December 31, 1997, 1996 and 1995 consist primarily of stock
in the Federal Reserve Bank, Federal Home Loan Bank and Kansas Venture Capital
Stock. The cost of such investments approximates their fair value. At December
31, 1997, investment securities with fair values of approximately $78,855,000
were pledged to secure public deposits and for other purposes.

(3) LOANS

Loans are summarized as follows (in thousands):

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Real estate--mortgage................................. $184,489 $148,362
Real estate--construction............................. 50,689 31,129
Commercial............................................ 96,045 58,850
Agricultural.......................................... 37,720 21,783
Consumer.............................................. 26,181 22,630
Other................................................. 6,927 3,640
-------- --------
402,051 286,394
Allowance for loan losses............................. (5,322) (3,568)
-------- --------
$396,729 $282,826
======== ========
</TABLE>

Prior to June 1997, the Company serviced loans of approximately $29,035,000 for
investors. During June 1997, the Company sold the right to service such loans
to another company, realizing a gain of approximately $198,000. Service fee
income of approximately $33,000, $82,000 and $90,000, respectively, related to
these portfolios is included in service fee income in the consolidated
statements of earnings for the years ended December 31, 1997, 1996 and 1995.

Loans made to directors and executive officers of the Company approximated
$10,652,000, $11,228,000 and $6,835,000 at December 31, 1997, 1996 and 1995,
respectively. Such loans were made in the ordinary course of business on normal
credit terms, including interest rate and collateralization. Changes in such
loans for 1997 are as follows (in thousands):

<TABLE>
<S> <C>
Balances at January 1, 1997..................................... $ 11,228
Additions....................................................... 15,395
Amounts collected............................................... (16,034)
Amounts of acquired bank........................................ 63
--------
Balance at December 31, 1997.................................... $ 10,652
========
</TABLE>

Impaired loans are considered insignificant at December 31, 1997 and 1996.
Nonaccrual loans approximated $969,000 and $367,000 at December 31, 1997 and
1996, respectively. The interest income not recognized on these loans was
approximately $40,000, $24,000 and $28,000 in 1997, 1996 and 1995,
respectively.

F-13
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Activity in the allowance for loan losses during the years ended December 31,
1997, 1996 and 1995 are as follows (in thousands):

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Balance at beginning of year...................... $3,568 $3,784 $3,210
Allowance of acquired bank........................ 808 -- --
Provision for loan losses......................... 985 93 1,394
Charge-offs....................................... (510) (566) (973)
Recoveries........................................ 471 257 153
------ ------ ------
Balance at end of year............................ $5,322 $3,568 $3,784
====== ====== ======
</TABLE>

(4) PREMISES AND EQUIPMENT

Premises and equipment are summarized as follows (in thousands):

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Land..................................................... $ 3,976 $ 3,142
Buildings and leasehold improvements..................... 11,797 6,591
Construction in progress................................. 1,059 3,525
Furniture, fixtures and equipment........................ 6,891 5,755
Automobiles.............................................. 134 146
------- -------
23,857 19,159
Accumulated depreciation and amortization................ 6,416 4,559
------- -------
$17,441 $14,600
======= =======
</TABLE>

Depreciation expense aggregating $1,104,000, $926,000 and $884,000 for the
years ended December 31, 1997, 1996 and 1995, respectively, has been included
in net occupancy expense in the accompanying consolidated statements of
earnings.

(5) DEPOSITS

Deposits are summarized as follows (in thousands):

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Demand:
Noninterest bearing................................... $ 45,063 $ 33,732
-------- --------
Interest-bearing:
NOW................................................. 77,476 50,786
Super NOW........................................... 20,318 14,916
Money market........................................ 59,678 37,670
-------- --------
157,472 103,372
-------- --------
Total demand...................................... 202,535 137,104
Savings................................................. 25,164 21,917
Time.................................................... 283,001 240,683
-------- --------
$510,700 $399,704
======== ========
</TABLE>

F-14
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Time deposits include certificates of deposit of $100,000 and over totaling
approximately $51,422,000 and $50,526,000 at December 31, 1997 and 1996,
respectively.

Principal maturities of time deposits at December 31, 1997 are as follows (in
thousands):

<TABLE>
<CAPTION>
YEAR AMOUNT
---- --------
<S> <C>
1998............................ $180,094
1999............................ 60,860
2000............................ 32,841
2001............................ 6,821
2002............................ 1,944
Thereafter...................... 441
--------
$283,001
========
</TABLE>

During 1996, the Federal Deposit Insurance Corporation imposed a one-time
special assessment on Savings Association Insurance Fund (SAIF) assessable
deposits. The assessment on the Company's SAIF deposits was $389,000 and is
included in federal deposit insurance premiums in the accompanying 1996
consolidated statement of earnings.

(6) SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Information concerning securities sold under agreements to repurchase is as
follows (in thousands):

<TABLE>
<CAPTION>
1997 1996
------ -----
<S> <C> <C>
Average monthly balance during the year.................... $6,835 7,825
Weighted average interest rate during the year............. 5.75% 5.46%
Maximum month-end balance during the year.................. $6,516 8,053
</TABLE>

At December 31, 1997, such agreements were secured by investment and mortgage-
backed securities. Pledged securities are maintained by a safekeeping agent
under the control of the Company.

(7) FEDERAL FUNDS PURCHASED AND FEDERAL HOME LOAN BANK ADVANCES

Federal funds purchased fluctuate daily based on the liquidity needs of the
Company. At December 31, 1997 and 1996, the Company had federal funds purchased
of $1,900,000 and $6,675,000, respectively, with weighted average interest
rates of 6.53% and a one-day maturity.

Federal Home Loan Bank (FHLB) advances represent short-term advances received
from the FHLB. Such advances mature within one year and are secured by
qualifying one-to-four family mortgage loans. At December 31, 1997 and 1996,
these advances totaled $12,298,572 and $6,000,000, respectively.

F-15
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(8) LONG-TERM DEBT

Following is a summary of long-term borrowings at December 31, 1997 and 1996
(in thousands):

<TABLE>
<CAPTION>
1997 1998
------ ------
<S> <C> <C>
Notes payable to bank, interest at corporate base rate
adjusted daily not to exceed 9.5%, due February 17,
1999, secured by stock of First State Bank and Trust
Company................................................. $ 631 $1,181
Notes payable of subsidiary to former stockholders of
Farmers Bank, interest rates ranging from 6.62% to
7.59%, maturities ranging from January 31, 2005 to July
31, 2005................................................ 1,500 --
Notes payable of subsidiary to former stockholders of
Farmers Bank, interest rates at NationsBank corporate
base rate (8.50% at December 31, 1997), maturing
February 1, 2000........................................ 262 --
Note payable to bank, interest at 6.6%, maturing April 1,
1997.................................................... -- 3,015
Note payable of Gold Banc Corporation, Inc. Employee
Stock Ownership Plan, interest at NationsBank corporate
base rate (8.50% at December 31, 1997), secured by
27,333 shares of Company stock (see note 10)............ 236 276
FHLB borrowings by a subsidiary bank bearing weighted
average fixed interest rates of 6.10% and 5.48% at
December 31, 1997 and 1996, secured by qualifying one-
to-four family mortgage loans........................... 1,338 1,602
------ ------
$3,967 $6,074
====== ======
</TABLE>

Principal maturities of long-term borrowings at December 31, 1997 are as
follows (in thousands):

<TABLE>
<CAPTION>
YEAR AMOUNT
---- ------
<S> <C>
1998.............................. $ 613
1999.............................. 1,204
2000.............................. 471
2001.............................. 371
2002.............................. 334
Thereafter........................ 974
------
$3,967
======
</TABLE>

None of the Company borrowings have any related compensating balance
requirements which restrict the usage of Company assets. However, regulations
of the Federal Reserve System require reserves to be maintained by all banking
institutions according to the types and amounts of certain deposit liabilities.
These requirements restrict usage of a portion of the amounts shown as
consolidated "cash and due from banks" from everyday usage in operation of the
banks.

F-16
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(9) INCOME TAXES

Income tax expense (benefit) related to operations for 1997, 1996 and 1995 is
summarized as follows (in thousands):

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- ------
<S> <C> <C> <C>
1997:
Federal......................................... $2,176 $ (36) $2,140
State........................................... 310 (18) 292
------ ----- ------
$2,486 $ (54) $2,432
====== ===== ======
1996:
Federal......................................... $ 809 $ 424 $1,233
State........................................... 265 3 268
------ ----- ------
$1,074 $ 427 $1,501
====== ===== ======
1995:
Federal......................................... $ 924 (413) $ 511
State........................................... 319 (10) 309
------ ----- ------
$1,243 $(423) $ 820
====== ===== ======
</TABLE>

The tax effects of temporary differences that give rise to significant portions
of deferred tax assets and deferred tax liabilities at December 31, 1997 and
1996 are presented below (in thousands):

<TABLE>
<CAPTION>
1997 1996
------ -----
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses............................... $1,051 $ 458
State taxes............................................. 250 488
Other................................................... 144 154
------ -----
Total deferred tax assets............................. 1,445 1,100
====== =====
Deferred tax liabilities:
Unrealized gains (losses) on available-for-sale
securities............................................. 149 (93)
FHLB stock dividends.................................... 142 125
Premises and equipment ................................. 858 768
Other................................................... 166 119
------ -----
Total deferred tax liabilities........................ 1,315 919
------ -----
Net deferred tax asset.................................... $ 130 $ 181
====== =====
</TABLE>

A valuation allowance for deferred tax assets was not necessary at December 31,
1997 or 1996.

F-17
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

A reconciliation of expected income tax expense based on the statutory rate of
34% to actual tax expense for 1997, 1996 and 1995 is summarized as follows (in
thousands):

<TABLE>
<CAPTION>
1997 1996 1995
--------------- --------------- ---------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Expected federal income
tax expense............ $2,523 34.00% $1,574 34.00% $ 994 33.98%
Municipal interest...... (299) (4.03) (311) (6.72) (339) (11.59)
State taxes, net of
federal tax benefit.... 309 4.16 226 4.88 224 7.66
Other, net.............. (101) (1.36) 12 0.26 (59) (2.02)
------ ----- ------ ----- ----- ------
$2,432 32.77% $1,501 32.42% $ 820 28.03%
====== ===== ====== ===== ===== ======
</TABLE>

(10) EMPLOYEE BENEFIT PLANS

On January 1, 1986, the Company established the Gold Banc Corporation, Inc.
Employee Stock Ownership Plan (ESOP) to acquire shares of the Company common
stock for the benefit of all eligible employees. The amount of annual
contributions from the Company, if any, is determined by the Board of
Directors. Contributions were approximately $92,000, $78,000 and $75,000 for
the years ended December 31, 1997, 1996 and 1995, respectively. The ESOP, which
is noncontributory, covers substantially all employees of the corporation.

During 1996, the ESOP borrowed $275,800 from an unaffiliated bank to purchase
63,776 shares of common stock from a stockholder of the Company (see note 8).
The ESOP will repay the loan with contributions received from the Company.
Accordingly, the Company has recorded the obligation with an offsetting amount
of unearned compensation included in stockholders' equity in the accompanying
consolidated balance sheets. During 1997, the Company contribution was used to
make principal payments on the note of $40,000 and in connection with that
payment, 4,555 shares were released to participants.

In 1995, the Company established a 401(k) savings plan for the benefit of all
eligible employees. Prior to December 31, 1997, the Company did not match
employee contributions. Effective January 1, 1998, the Company will match 50%
of employee contributions up to 5% of base compensation, subject to certain
Internal Revenue Service limitations. The 401(k) plan covers substantially all
employees of the corporation.

First State Bank and Trust Company has an established defined contribution
profit sharing plan in which substantially all full-time employees are covered.
Contributions to the plan are made at the discretion of the Board of Directors.
Amounts charged to expense were approximately $49,000, $55,000 and $50,000 for
the years ended December 31, 1997, 1996 and 1995, respectively.

In 1996, the Company established a stock option plan. Under the stock option
plan, options to acquire 500,000 shares of the Company's common stock may be
granted to certain officers, directors and employees of the Company. The
options will enable the recipient to purchase stock at an

F-18
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

exercise price equal to or greater than the fair market value of the stock at
the date of the grant. On April 7, 1997, the Company granted options to acquire
141,000 shares for $5.25 per share. Each of the options vested as of October 6,
1997 and expire in 2007.

No options have been exercised at December 31, 1997. The Company applies APB
Opinion No. 25 in accounting for its plan and, accordingly, no compensation
expense has been recognized for its incentive stock options. Had compensation
cost for the Company's incentive stock options been determined based upon the
fair value at the grant date consistent with the methodology prescribed under
SFAS No. 123, the Company's net earnings and basic earnings per share would
have been decreased by approximately $185,000 and $.02 per share in 1997. The
weighted average fair value of the options granted during 1997 is estimated at
$2.12 per share on the date of grant using an option-pricing model with the
following assumptions: expected dividend yield of 1.0%, risk-free interest rate
of 7.0% and an expected life of ten years.

(11) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

Financial instruments, which represent off-balance sheet credit risk, consist
of open commitments to extend credit, irrevocable letters of credit and loans
sold with recourse. Open commitments to extend credit and irrevocable letters
of credit amounted to approximately $84,193,000 at December 31, 1997. Such
agreements require the Company to lend to a customer as long as there is no
violation of any condition established in the contract. Commitments generally
have fixed expiration dates or other termination clauses. Since many of the
commitments are expected to expire without being fully drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The
Company evaluates each customer's creditworthiness on a case-by-case basis. The
amount of collateral obtained (if deemed necessary by the Company upon
extension of credit) is based on management's credit evaluation of the
customer. Collateral held varies, but may include accounts receivable,
inventory, property, plant and equipment, and income-producing commercial
properties.

The Company processes residential home mortgage loans for sale in the secondary
market. In conjunction with the sale of such loans, the Company has entered
into agreements with the purchasers of the loans, setting forth certain
provisions. Among those provisions is the right of the purchaser to return the
loans to the Company in the event the borrower defaults within a stated period.
This period ranges among the various purchasers from between one to twelve
months. Loans sold with recourse amounted to approximately $3,642,000,
$6,021,000 and $26,511,000 at December 31, 1997, 1996 and 1995, respectively.
The Company's exposure to credit loss in the event of default by the borrower
and the return of the loan by the purchaser is represented by the difference in
the amount of the loan and the recovery value of the underlying collateral.

(12) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosures of the estimated fair value of financial instruments
are made in accordance with the requirements of SFAS No. 107, Disclosures About
Fair Value of Financial Instruments. The estimated fair value amounts have been
determined by the Company and its subsidiaries using

F-19
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

available market information and valuation methodologies. However, considerable
judgment is necessarily required to interpret market data to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts the Company and its subsidiaries could
realize in a current market exchange. The use of different market assumptions
and/or estimation methodologies may have a material impact on the estimated
fair value amounts.

The estimated fair value of the Company's financial instruments is as follows
(in thousands):

<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Investment securities............. $141,265 $141,265 $130,657 $130,657
======== ======== ======== ========
Mortgage and student loans held
for sale......................... $ 4,359 $ 4,359 $ 4,934 $ 4,934
======== ======== ======== ========
Loans............................. $396,728 $396,654 $282,825 $282,825
======== ======== ======== ========
Deposits.......................... $510,700 $503,387 $399,704 $399,704
======== ======== ======== ========
Securities sold under agreements
to repurchase.................... $ 6,516 $ 6,516 $ 5,966 $ 5,966
======== ======== ======== ========
Federal funds purchased, FHLB
advances and other short-term
borrowings....................... $ 14,199 $ 14,200 $ 12,675 $ 12,675
======== ======== ======== ========
Long-term debt.................... $ 3,967 $ 3,967 $ 6,074 $ 6,074
======== ======== ======== ========
</TABLE>

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate
that value:

. Investment securities--Various methods and assumptions were used to
estimate fair value of the investment securities. For investment
securities, excluding other securities, fair values are based on quoted
market prices or dealer quotes. If a quoted market price is not
available, fair value is estimated using quoted prices for similar
securities. The carrying value of other securities approximates fair
values.

. Mortgage and student loans held for sale--The fair value of mortgage and
student loans held for sale equals the contractual sales price agreed
upon with third-party investors.

. Loans--For certain homogenous categories of loans, such as some Small
Business Administration guaranteed loans, student loans, residential
mortgages, consumer loans and commercial loans, fair value is estimated
using quoted market prices for similar loans or securities backed by
similar loans, adjusted for differences in loan characteristics. The fair
value of other types of loans is estimated by discounting the future cash
flows using the current rates at which similar loans would be made to
borrowers with similar credit ratings and for the same remaining
maturities.

F-20
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

. Deposits--The fair value of demand deposits, savings accounts and money
market deposits is the amount payable on demand at the reporting date.
The fair value of fixed maturity certificates of deposit is estimated by
discounting the future cash flows using the rates currently offered for
deposits of similar remaining maturities.

. Federal funds purchased, securities sold under agreements to repurchase,
FHLB advances and other short-term borrowings--For these instruments, the
current carrying amount is a reasonable estimate of fair value.

. Long-term debt--The fair value of long-term debt is estimated using
discounted cash flow analyses based on the Company's and subsidiaries'
current incremental borrowing rates for similar types of borrowing
arrangements.

. Commitments to extend credit and irrevocable letters of credit--The fair
value of commitments is estimated using the fees currently charged to
enter into similar agreements, taking into account the remaining terms of
the agreements and the present creditworthiness of the customers. For
fixed rate loan commitments, fair value also considers the difference
between current levels of interest rates and the committed rates. The
estimated fair value of letters of credit is based on the fees currently
charged for similar agreements. These instruments were determined to have
no positive or negative market value adjustments and are not listed in
the following table.

. Loans sold with recourse--The fair value of loans sold with recourse is
limited to the contractual amount of the loans required to be
repurchased. Loans currently under the recourse provision have been sold
to investors within the last twelve months. Because the recourse
provisions have not yet expired, it is impractical to determine the fair
value; however, it is not believed they would have a material market
value adjustment.

The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1997 and 1996. Although management
is not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for purposes
of the supplemental consolidated financial statements since that date and,
therefore, current estimates of fair value may differ significantly from the
amounts presented herein.

(13) CAPITAL ADEQUACY

Quantitative measures established by regulation to ensure capital adequacy
require the Company and its subsidiaries to maintain minimum amounts and ratios
(set forth in the table below on a consolidated basis, dollars in thousands) of
total and Tier I capital (as defined in the regulations) to risk-weighted
assets and of Tier I capital to average assets. Tier I capital includes
approximately $14,000,000 of subordinated debentures (see note 1) which is
permitted under regulatory guidelines. Management believes, as of December 31,
1997, that the Company meets all capital adequacy requirements to which it is
subject.

F-21
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
TO BE WELL
CAPITALIZED
UNDER PROMPT
FOR CAPITAL CORRECTIVE
ADEQUACY ACTION
ACTUAL PURPOSES PROVISIONS
------------- ------------- -------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------- ----- ------- ----- ------- -----
<S> <C> <C> <C> <C> <C> <C>
At December 31, 1997:
Total risk-based capital (to
risk-weighted assets)...... $68,351 16.69% $32,903 8.00% $41,130 10.00%
Tier I capital (to risk-
weighted assets)........... 63,030 15.39 16,452 4.00 24,678 6.00
Tier I capital (to average
assets).................... 63,030 11.16 22,592 4.00 28,239 5.00
At December 31, 1996:
Total risk-based capital (to
risk-weighted assets)...... $45,276 15.43% $23,440 8.00% $29,300 10.00%
Tier I capital (to risk-
weighted assets)........... 41,708 14.22 11,720 4.00 17,580 6.00
Tier I capital (to average
assets).................... 41,708 9.48 17,490 4.00 21,863 5.00
</TABLE>

(14) PARENT COMPANY CONDENSED FINANCIAL STATEMENTS

Following is condensed financial information of the Company as of and for the
years ended December 31, 1997, 1996 and 1995 (in thousands):

CONDENSED BALANCE SHEETS

DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
ASSETS 1997 1996
------ ------- -------
<S> <C> <C>
Cash.......................................................... $ 196 $ 62
Investment securities......................................... 7,488 77
Federal funds sold, securities purchased under agreements to
resell and interest-bearing deposits......................... 16,819 8,641
Investment in subsidiaries.................................... 55,508 37,393
Other......................................................... 1,974 606
------- -------
Total assets.............................................. $81,985 $46,779
======= =======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Guaranteed preferred beneficial interests in Company's
debentures................................................... $29,639 $ --
Long-term debt................................................ 236 3,291
Other......................................................... 204 95
Stockholders' equity.......................................... 51,906 43,393
------- -------
Total liabilities and stockholders' equity................ $81,985 $46,779
======= =======
</TABLE>

F-22
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

CONDENSED STATEMENTS OF EARNINGS

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Dividends from subsidiaries............................. $ 783 $1,477 $3,015
Interest income......................................... 366 61 28
Unrealized gains on trading securities.................. 229 -- --
Other expense, net...................................... 1,800 1,442 1,563
------ ------ ------
Income (loss) before equity in undistributed earnings of
subsidiaries........................................... (422) 96 1,480
Increase in undistributed equity of subsidiaries........ 4,958 2,555 93
------ ------ ------
Earnings before income taxes............................ 4,536 2,651 1,573
Income tax benefit...................................... 453 478 532
------ ------ ------
Net earnings............................................ $4,989 $3,129 $2,105
====== ====== ======
</TABLE>

CONDENSED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
1997 1996 1995
-------- ------- ------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings...................................... $ 4,989 $ 3,129 $2,105
Increase in undistributed equity of subsidiaries.. (6,630) (2,984) (799)
Net change in trading securities.................. (1,072) -- --
Other............................................. (812) 344 31
-------- ------- ------
Net cash provided by (used in) operating
activities..................................... (3,525) 489 1,337
-------- ------- ------
Cash flows from investing activities:
Net change in held-to-maturity securities......... 2 (5) (75)
Net change in available-for-sale securities....... (6,341) -- --
Net change in loans............................... -- 501 (501)
Net additions to premises and equipment........... (18) 5 12
Capital contributions to subsidiaries............. (6,000) (3,000) --
Cash paid for acquisition......................... (1,964) -- --
-------- ------- ------
Net cash used in investing activities........... (14,321) (2,499) (564)
-------- ------- ------
Cash flows from financing activities:
Principal payments on long-term debt.............. (3,055) (7,385) (491)
Purchase of treasury stock........................ -- (134) (832)
Issuance of common stock.......................... -- 18,122 350
Issuance of subordinated debentures............... 29,639 -- --
Payment of dividends.............................. (426) -- --
-------- ------- ------
Net cash provided by (used in) financing
activities..................................... 26,158 10,603 (973)
-------- ------- ------
Net increase (decrease) in cash..................... 8,312 8,593 (200)
Cash at beginning of year........................... 8,703 110 310
-------- ------- ------
Cash at end of year................................. $ 17,015 $ 8,703 $ 110
======== ======= ======
</TABLE>

F-23
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The primary source of funds available to the Company is the payment of
dividends by the subsidiaries. Subject to maintaining certain minimum
regulatory capital requirements, regulations limit the amount of dividends that
may be paid without prior approval of the subsidiaries' regulatory agencies. At
December 31, 1997, the subsidiaries could pay dividends of $13,406,000 without
prior regulatory approval.

(15) MERGERS AND ACQUISITIONS

As discussed in note 1, the 1997, 1996 and 1995 supplemental consolidated
financial statements have been restated to include the accounts and results of
operations of First State Bancorporation, Inc. with those of the Company. The
results of operations previously reported by each of the companies and the
amounts presented in the accompanying supplemental consolidated financial
statements for the years ended December 31, 1997, 1996 and 1995 are summarized
below (in thousands):

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Net interest income, after provision for loan
losses:
Gold Banc Corporation, Inc................... $14,391 $11,359 $ 9,213
First State Bancorporation, Inc.............. 3,675 3,228 2,981
------- ------- -------
$18,066 $14,587 $12,194
======= ======= =======
Net income:
Gold Banc Corporation, Inc................... $ 3,731 2,078 1,218
First State Bancorporation, Inc.............. 1,258 1,051 887
------- ------- -------
$ 4,989 $ 3,129 $ 2,105
======= ======= =======
</TABLE>

Effective October 1, 1997, the Company acquired all the outstanding common
stock of Farmers Bancshares of Oberlin, Inc. (Farmers) and its wholly-owned
subsidiary, Farmers National Bank, in exchange for cash of $1,964,000 and
546,000 shares of Company common stock valued at $3,754,000. The acquisition
has been accounted for by the purchase method and, accordingly, the results of
operations of Farmers have been included in the Company's consolidated
financial statements from October 1, 1997. The excess of the purchase price
over the fair value of the underlying net assets acquired of $269,000 has been
recorded as goodwill and is being amortized on a straight-line basis over
twenty years.

(16) SUBSEQUENT EVENTS

On September 2, 1998, the Company executed a definitive agreement to acquire
Citizens Bancshares, Inc. (Citizens). Citizens is a one bank holding company
that owns all of the stock of Citizens Bank of Tulsa, located in Tulsa,
Oklahoma. The agreement calls for the issuance of approximately 3.9 million
shares of common stock in exchange for all of the outstanding common stock of
Citizens. The acquisition, which is subject to regulatory approval and the
satisfaction of other conditions, will be accounted for as a pooling. Citizens
had assets of $204.9 million, net loans of $145.2 million, deposits of $186.5
million and stockholders' equity of $14.7 million as of December 31, 1997 and
net income of $4.9 million for the year then ended.

F-24
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

During 1998 the Company has acquired the following banking and related
institutions: Alma Bancshares, Alma, Kansas; Midwest Capital Management, Inc.,
Kansas City, Missouri; Farmer State Bancshares, Inc., Sabetha, Kansas; and Tri-
County Bancshares, Inc., Washington, Kansas. These acquisitions were accounted
for as purchase business combinations. Combined, the Company paid approximately
$23.9 million through a combination of cash and 992,000 shares of common stock.
At December 31, 1997, these entities had total assets of approximately $124
million.

(17) LITIGATION

Exchange Bank, a wholly-owned subsidiary of the Company, with approximately
twenty-four other persons and entities including a number of depository
institutions, is a named defendant in a case filed in the United States
District Court for the District of Kansas on September 11, 1997 on behalf of a
putative class of over 2,400 persons who allegedly invested at least $14,900
each in entities known as Parade of Toys and Bandero Cigar Company. The
complaint alleges violations of the Racketeer Influenced Corrupt Organizations
(RICO) Statute (18 U.S.C. 1962(c)), conspiracy to violate RICO, negligent
misrepresentation, fraud, civil conspiracy and negligence on the part of the
defendants. The plaintiffs contend that the defendants, including Exchange
Bank, were listed in trade reference sheets provided to plaintiffs by Parade of
Toys and Bandero Cigar Company and that the defendants made false and
misleading representations on which the plaintiffs relied to their detriment.
In each count, the plaintiffs have sought actual damages in an amount in excess
of $75,000 each, treble damages under RICO, and punitive damages. Exchange Bank
denies liability and is in the process of vigorously defending this claim.

A hearing was conducted on March 25, 1998 on the issue of class certification.
On September 29, 1998, the Court denied class certification and entered a
scheduling order.

A second lawsuit arising out of the same facts was filed in the United States
District Court for the District of Kansas on September 23, 1998 on behalf of
670 individually-named persons. The complaint, which names Exchange Bank along
with other persons and entities as defendants, alleges similar causes of action
as the federal court action previously filed on behalf of a putative class of
over 2,400 persons. The defendants, including Exchange Bank, now have until
November 22 to file an answer. Exchange Bank denies any liability and is in the
process of vigorously defending this claim. The Company is not yet in a
position to determine whether the expenses and losses in connection with this
action will be material.

F-25
<PAGE>

GOLD BANC CORPORATION, INC.

SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS

JUNE 30, 1998 AND DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents............................ $ 32,332 $ 45,858
Available-for-sale-securities........................ 155,525 137,171
Other securities..................................... 11,287 4,094
Loans, net........................................... 446,670 396,728
Other Assets......................................... 51,272 36,675
-------- --------
$697,086 $620,526
======== ========
LIABILITIES
Deposits............................................. 558,367 510,700
Other Liabilities.................................... 78,077 57,920
-------- --------
Total Liabilities.................................. 636,444 568,620
-------- --------
EQUITY CAPITAL
Common Stock......................................... 12,491 11,920
Additional paid-in capital 23,216 17,791
Undivided profits.................................... 24,760 22,140
Accumulated other comprehensive income............... 411 291
Unearned compensation................................ (236) (236)
-------- --------
Total stockholders' equity......................... 60,642 51,906
-------- --------
Total liabilities and stockholders' equity......... $697,086 $620,526
======== ========
</TABLE>

F-26
<PAGE>

GOLD BANC CORPORATION, INC.

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
JUNE JUNE
30, 30,
1998 1997
------- -------
(UNAUDITED)
<S> <C> <C>
Interest income:
Loans, including fees........................................ $20,291 $13,947
Investment securities........................................ 4,721 3,919
Other interest income........................................ 527 293
------- -------
Total interest income...................................... 25,539 18,159
------- -------
Interest expense:
Deposits..................................................... 11,873 8,591
Borrowings and other......................................... 2,041 717
------- -------
Total interest expense..................................... 13,914 9,308
------- -------
Net interest income............................................ 11,625 8,851
Provision for loan losses...................................... 754 315
------- -------
Net interest income after provision for loan losses........ 10,871 8,536
------- -------
Noninterest income:
Service charges on deposits.................................. 836 662
Investment trading fees and commissions...................... 1,409 --
Net gains on sale of mortgage loans.......................... 519 289
All other noninterest income................................. 632 583
------- -------
Total noninterest income................................... 3,396 1,534
------- -------
Noninterest expense:
Salaries and employee benefits............................... 5,102 3,362
Net occupancy expense........................................ 1,263 1,033
Other noninterest expense.................................... 3,205 2,043
------- -------
Total noninterest expense.................................. 9,570 6,438
------- -------
Income before income taxes..................................... 4,697 3,632
Provision for income taxes..................................... 1,520 1,196
------- -------
Net income..................................................... $ 3,177 $ 2,436
======= =======
Basic earnings per share....................................... $ 0.26 $ 0.21
======= =======
Diluted earnings per share..................................... $ 0.26 $ 0.21
======= =======
</TABLE>

F-27
<PAGE>

GOLD BANC CORPORATION, INC.

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1998 1997
----------- --------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net earnings.......................................... $ 3,177 $ 2,436
Adjustments to reconcile net earnings (loss) to net
cash provided by operating activities:
Provisions for loan losses.......................... 754 315
Accretion of discounts on investment securities' net
of amortization of premiums........................ (585) 62
Net gains on sales of AFS securities................ (58) (4)
Depreciation and amortization....................... 794 636
Gain on sale of assets, net......................... (11) (209)
Purchases of trading securities..................... (6,441) --
Unrealized gain on trading securities............... (13) --
Originations of mortgage loans held for sale, net of
sales proceeds..................................... (1,396) (127)
Other changes:
Accrued interest, deferred taxes and other
assets........................................... (4,862) (801)
Accrued interest and other liabilities............ (1,471) 228
----------- --------
Net cash provided (used) by operating
activities..................................... (10,112) 2,536
----------- --------
Cash flows from investing activities:
Net increase in loans................................. (32,662) (33,980)
Purchases of available-for-sale securities............ (1,176,032) (24,545)
Purchases of held-to-maturity securities.............. -- --
Proceeds from sales and maturities of available-for-
sale securities...................................... 1,172,202 27,709
Proceeds from maturities of held-to-maturity
securities........................................... 75 1
Proceeds from sale of other assets.................... 52 202
Purchases of other investments........................ (447) (70)
Proceeds from sale of loans........................... 1,377 99
Purchases of property, plant and equipment............ (2,629) (751)
----------- --------
Net cash used by investing activities........... (38,064) (31,335)
----------- --------
Cash flows from financing activities:
Increase (decrease) in deposits....................... 18,250 8,397
Net increase in short-term borrowings................. 5,159 15,959
Proceeds from N/P..................................... 11,983 --
Principle payments on N/P............................. (200) (552)
Reissuance of treasury stock.......................... 15 --
Dividends paid........................................ (557) (220)
----------- --------
Net cash provided by financing activities....... 34,650 23,584
----------- --------
Increase in cash and cash equivalents................... (13,526) (5,215)
Cash and cash equivalents, beginning of period.......... 45,858 28,564
----------- --------
Cash and cash equivalents, end of period................ $ 32,332 $ 23,349
=========== ========
</TABLE>

F-28
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1998 AND DECEMBER 31, 1997

(1) BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
accordance with the instructions for Form 10-Q.

The consolidated financial statements include the accounts of the Gold Banc
Corporation, Inc. and subsidiaries (the Company), Exchange National Bank,
Citizens State Bank, Provident Bank, f.s.b., Peoples National Bank, Farmers
National Bank and First National Bank in Alma (the banks) and Midwest Capital
Management, Inc. All significant intercompany balances and transactions have
been eliminated.

In May 1998, the Company announced a two-for-one stock split in the form of a
100% stock dividend. All share and per share information has been restated for
the split for all periods presented.

On October 1998, the Company issued 1,787,248 shares of its common stock
in exchange for all of the shares of common stock of First State
Bancorporation, Inc. (the merger). First State Bancorporation, Inc. owned all
of the outstanding common stock of First State Bank and Trust Company in
Pittsburg, Kansas. The merger has been accounted for as a pooling-of-interests.
These supplemental consolidated financial statements reflect a restatement of
the Company's previously filed 10-Q to reflect the anticipated merger.

The consolidated financial statements as of June 30, 1998 and for the six
months ended June 30, 1998 and 1997 are unaudited but include all adjustments
(consisting only of normal recurring adjustments) which the Company considers
necessary for a fair presentation of financial position and results of
operations for those periods. The consolidated statements of earnings for the
six months ended June 30, 1998 are not necessarily indicative of the results
that will be achieved for the entire year.

The Company announced a two-for-one stock split in the form of a 100% stock
dividend distributed on May 18, 1998 to shareholders of record as of May 6,
1998. All per share data has been restated to reflect the 100% stock dividend.
In addition, the Company declared a $.02 cash dividend on post-split shares to
shareholders of record as of May 20, 1998, payable on May 29, 1998.

(2) EARNINGS PER COMMON SHARE

Earnings per share are computed in accordance with Statement of Financial
Accounting Standards (SFAS) No. 128, Earnings per Share. Basic earnings per
share is based upon the weighted average number of common shares outstanding
during the periods presented. Diluted income per share includes the effects of
all dilutive potential common shares outstanding during each period. All per
share data has been restated to conform to SFAS No. 128.

F-29
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The shares used in the calculation of basic and diluted income per share for
the three and six months ended June 30, 1998 and 1997 are shown below (in
thousands):

<TABLE>
<CAPTION>
FOR THE THREE FOR THE SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, JUNE 30,
------------- -------------
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Weighted average common shares outstanding.. 11,624 10,507 11,500 10,507
Stock options............................... 158 -- 128 --
------ ------ ------ ------
Weighted average common shares and common
share equivalents outstanding.............. 11,782 10,507 11,628 10,507
====== ====== ====== ======
</TABLE>

(3) STOCK OPTIONS

On February 11, 1998, the Company granted options to certain officers of the
Company to purchase a total of 183,000 shares of the Company's common stock at
the fair market value of the Company's stock on that date. These options vest
over a five-year period at 20% per year.

(4) PENDING ACQUISITIONS

On April 29, 1998, the Company announced a definitive merger agreement with
Tri-County Bancshares, Inc. of Washington, Kansas for a combination cash and
stock-for-stock/tax-free transaction valued at $4.4 million. Tri-County
National Bank, a wholly-owned subsidiary of Tri-County Bancshares with
locations in Concordia, Linn and Washington, Kansas, had total assets of $43.2
million, deposits of $39.8 million and net loans of $26.1 million at June 30,
1998. On July 17, 1998, the SEC declared effective the Company's Registration
Statement on Form S4. The transaction is expected to close in the third quarter
of 1998.

On May 20, 1998, the Company announced a definitive merger agreement to acquire
First State Bancorp, Inc. of Pittsburg, Kansas in a tax-free exchange of stock
valued at approximately $25.0 million. First State Bank & Trust Company, a
wholly-owned subsidiary of First State Bancorp, Inc. had total assets of $110.2
million, deposits of $93.4 million and loans of $62.9 million at June 30, 1998.

(5) SUBSEQUENT EVENTS

On July 9, 1998, the Company acquired Farmers State Bancshares, Inc. of
Sabetha, Kansas and its whollyowned subsidiary, Farmers State Bank, in a cash
transaction valued at $8.5 million. Farmers State Bank had total assets of
$47.6 million, deposits of $41.6 million and net loans of $21.7 million at June
30, 1998.

On August 4, 1998 the Company acquired Northwest Bancshares, Inc. and its
wholly-owned subsidiary, Peoples State Bank of Colby, Kansas, in a tax-free
exchange of stock valued at approximately $2.95 million. Peoples State Bank had
total assets of $21.8 million, total deposits of $19.2 million and net loans of
$18.1 million at June 30, 1998.

F-30
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(6) LEGAL PROCEEDINGS

Exchange Bank, a wholly-owned subsidiary of the Company, with approximately
twenty-four other persons and entities including a number of depository
institutions, is a named defendant in a case filed in the United States
District Court for the District of Kansas on September 11, 1997 on behalf of a
putative class of over 2,400 persons who allegedly invested at least $14,900
each in entities known as Parade of Toys and Bandero Cigar Company. The
complaint alleges violations of the Racketeer Influenced Corrupt Organizations
(RICO) Statute (18 U.S.C. 1962(c)), conspiracy to violate RICO, negligent mis-
representation, fraud, civil conspiracy and negligence on the part of the
defendants. The plaintiffs contend that the defendants, including Exchange
Bank, were listed in trade reference sheets provided to plaintiffs by Parade of
Toys and Bandero Cigar Company and that the defendants made false and
misleading representations on which the plaintiffs relied to their detriment.
In each count, the plaintiffs have sought actual damages in an amount in excess
of $75,000 each, treble damages under RICO, and punitive damages. Exchange Bank
denies liability and is in the process of vigorously defending this claim.

A hearing was conducted on March 25, 1998 on the issue of class certification.
On September 29, 1998, the Court denied class certification and entered a
scheduling order.

(7) COMPREHENSIVE INCOME

Comprehensive income, as defined by SFAS No. 130, Reporting Comprehensive
Income, was $2,698,000 and $1,839,000 for the six months ended June 30, 1998
and 1997, respectively, and $1,300,000 and $1,064,000 for the three months
ended June 30, 1998 and 1997, respectively. The difference between
comprehensive income and net earnings presented in the consolidated statements
of earnings is attributed solely to unrealized gains and losses on available-
for-sale securities.

(8) GUARANTEED PREFERRED BENEFICIAL INTERESTS IN COMPANY'S DEBENTURES

On December 15, 1997, GBCI Capital Trust (the Trust), a Delaware business trust
formed by the Company, completed the sale of $28.75 million of 8.75% Preferred
Securities (the Preferred Securities). The Trust also issued Common Securities
to the Company and used the net proceeds from the offering to purchase a like
amount of 8.75% Junior Subordinated Deferrable Interest Debentures (the
Debentures) of the Company. The Debentures are the sole assets of the Trust and
are

F-31
<PAGE>

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

eliminated, along with the related income statement effects, in the
consolidated financial statements. The Company used the proceeds from the sale
of the Debentures to retire certain debt and for general corporate purposes.
Total expenses associated with the offering approximating $1,219,000 are
included in other assets and are being amortized on a straight-line basis over
the life of the debentures.

F-32
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Citizens Bancorporation, Inc.:

We have audited the accompanying consolidated balance sheets of Citizens
Bancorporation, Inc. and subsidiary as of December 31, 1997 and 1996 and the
related consolidated statements of earnings, stockholders' equity and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Citizens
Bancorporation, Inc. and subsidiary as of December 31, 1997 and 1996 and the
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP

September 4, 1998

F-33
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1997 AND 1996
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS 1997 1996
------ -------- --------
<S> <C> <C>
Cash and due from banks...................................... $ 7,786 $ 6,254
Interest-bearing deposits at other institutions.............. 350 350
Federal funds sold........................................... 24,275 12,450
Investment securities (note 2):
Held-to-maturity........................................... 517 707
Available-for-sale......................................... 22,435 16,976
-------- --------
Total investment securities.............................. 22,952 17,683
-------- --------
Loans, net (note 3).......................................... 145,246 120,798
Land, buildings and equipment, net (note 4).................. 2,787 2,706
Accrued interest and other assets (note 7)................... 1,501 1,406
-------- --------
Total assets............................................. $204,897 $161,647
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Deposits (note 5)............................................ $186,463 $149,805
Borrowed funds (note 6)...................................... 1,808 1,000
Accrued interest and other liabilities....................... 1,965 1,115
-------- --------
Total liabilities........................................ 190,236 151,920
-------- --------
Stockholders' equity (note 9):
Common stock, $1 par value, 25,000 shares authorized,
issued and outstanding.................................... 25 25
Capital surplus............................................ 6,683 6,683
Retained earnings.......................................... 7,888 3,003
Other comprehensive income................................. 65 16
-------- --------
Total stockholders' equity............................... $ 14,661 $ 9,727
======== ========
Commitments and contingent liabilities (note 10)
Total liabilities and stockholders' equity............... $204,897 $161,647
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-34
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF EARNINGS

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Interest and fee income:
Loans........................................... $13,878 $10,025 $6,411
Investment securities........................... 1,179 905 587
Other........................................... 991 643 630
------- ------- ------
Total interest and fee income................. 16,048 11,573 7,628
------- ------- ------
Interest expense:
Deposits........................................ 7,468 5,799 3,939
Other........................................... 129 84 45
------- ------- ------
Total interest expense........................ 7,597 5,883 3,984
------- ------- ------
Net interest margin............................... 8,451 5,690 3,644
Provision for loan losses (note 3)................ 1,145 1,169 418
------- ------- ------
Net interest income after provision for loan
losses....................................... 7,306 4,521 3,226
------- ------- ------
Other income:.
Service charges on deposit accounts............. 903 641 464
Other........................................... 191 76 47
------- ------- ------
Total other income............................ 1,094 717 511
------- ------- ------
Other expenses:
Salaries and employee benefits.................. 1,419 1,156 909
Furniture and equipment......................... 210 170 124
Occupancy expense............................... 194 181 131
Professional services........................... 396 346 282
Other........................................... 901 774 591
------- ------- ------
Total other expenses.......................... 3,120 2,627 2,037
------- ------- ------
Earnings before income taxes...................... 5,280 2,611 1,700
Income tax expense (note 7)....................... 395 833 600
------- ------- ------
Net earnings.................................. $ 4,885 $ 1,778 $1,100
======= ======= ======
Other comprehensive income--unrealized
appreciation (depreciation) on available-for-sale
securities, net of income taxes.................. 49 (28) 266
======= ======= ======
Comprehensive income.............................. 4,934 1,750 1,366
======= ======= ======
Basic and diluted net earnings per share.......... $195.40 $71.12 $44.00
======= ======= ======
</TABLE>

See accompanying notes to consolidated financial statements.

F-35
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON CAPITAL RETAINED COMPREHENSIVE
STOCK SURPLUS EARNINGS INCOME TOTAL
------ ------- -------- ------------- -------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994
(unaudited)................... $25 $4,433 $ 125 $(222) $ 4,361
Other comprehensive income (un-
audited)...................... -- -- -- 266 266
Net earnings (unaudited)....... -- -- 1,100 -- 1,100
--- ------ ------ ----- -------
Balance at December 31, 1995
(unaudited)................... 25 4,433 1,225 44 5,727
Capital contribution........... -- 2,250 -- -- 2,250
Other comprehensive income..... -- -- -- (28) (28)
Net earnings................... -- -- 1,778 -- 1,778
--- ------ ------ ----- -------
Balance at December 31, 1996... 25 6,683 3,003 16 9,727
Other comprehensive income..... -- -- -- 49 49
Net earnings................... -- -- 4,885 -- 4,885
--- ------ ------ ----- -------
Balance at December 31, 1997... $25 $6,683 $7,888 $ 65 $14,661
=== ====== ====== ===== =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-36
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings................................. $ 4,885 $ 1,778 $ 1,000
Adjustments to reconcile net earnings to net
cash from operating activities:
Provision for loan losses.................. 1,145 1,169 418
Depreciation and amortization.............. 202 195 126
Deferred tax expense (benefit)............. 405 (563) (207)
Accretion of discounts on investments
securities, net of amortization of
premiums.................................. (85) 29 (8)
Increase in other assets................... 850 287 479
Increase in other liabilities.............. (490) (174) (41)
-------- -------- --------
Net cash provided by operating
activities.............................. 6,912 2,721 1,767
-------- -------- --------
Cash flows from investing activities:
Net increase in loans........................ (25,593) (43,477) (27,154)
Purchases of available-for-sale securities... (10,868) (9,372) (5,071)
Purchases of held-to-maturity securities..... -- (243) (443)
Proceeds from maturities of available-for-
sale securities............................. 5,533 4,251 1,664
Proceeds from maturities of held-to-maturity
securities.................................. 190 60 52
Interest-bearing deposits at other
institutions................................ -- -- (350)
Maturities of interest-bearing deposits at
other institutions.......................... -- -- 99
Purchases of land, buildings and equipment,
net......................................... (283) (154) (1,831)
-------- -------- --------
Net cash used in investing activities.... (31,021) (48,935) (33,034)
-------- -------- --------
Cash flows from financing activities:
Net increase in deposits..................... 36,658 47,397 35,125
Proceeds from borrowed funds................. 914 -- 1,000
Repayment of borrowed funds.................. (106) -- --
Capital contribution by stockholders......... -- 2,250 --
-------- -------- --------
Net cash provided by financing activities.. 37,466 49,647 36,125
-------- -------- --------
Net increase in cash and cash equivalents...... 13,357 3,433 4,858
Cash and cash equivalents at beginning of
year.......................................... 18,704 15,271 10,413
-------- -------- --------
Cash and cash equivalents at end of year....... $ 32,061 $ 18,704 $ 15,271
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-37
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997, 1996 AND 1995
(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements include the accounts of Citizens
Bancorporation, Inc. and its wholly-owned subsidiary, Citizens Bank of Tulsa
(the Bank), collectively referred to as the Company. All significant
intercompany transactions have been eliminated.

(b) Investment Securities

The Company classifies investment securities as either available-for-sale or
held-to-maturity. Held-to-maturity securities are those which the Company has
the positive intent and ability to hold to maturity. All other securities are
classified as available-for-sale.

Held-to-maturity securities are recorded at amortized cost. Available-for-sale
securities are recorded at fair value. Unrealized holding gains and losses, net
of related tax effect, on available-for-sale securities are excluded from
earnings and reported as a separate component of stockholders' equity until
realized.

A decline in the fair value of any security below cost that is deemed other
than temporary is charged to income resulting in the establishment of a new
cost basis for the security.

Premiums and discounts are amortized or accreted over the life of the related
security as an adjustment to interest income. Interest income is recognized
when earned. Realized gains and losses are included in income using the
specific identification method for determining the basis of the securities
sold.

Land, buildings and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful life of the respective
assets, ranging from five to thirty-nine years, utilizing primarily the
straight-line and accelerated methods.

Costs of maintenance and repairs are charged to expense as incurred. Major
betterments are considered individually and are expensed or capitalized as the
facts dictate.

(d) Recognition of Income on Loans

Interest income on loans is accrued based on the principal amount outstanding.
Loan fees are deferred and recognized over the life of the loan as an
adjustment of yield using the interest method. The accrual of interest on
impaired loans is discontinued when, in management's opinion, the interest will
not be collectible in the ordinary course of business. When interest accrual is
discontinued, all unpaid accrued interest is reversed.

F-38
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

(e) Provision for Loan Losses

(f) Income Taxes

Effective January 1, 1997, the Company elected Subchapter S Corporation status.
As an S Corporation, taxes are the obligation of the Company's stockholders. In
connection with the election, the Company's deferred taxes at December 31, 1996
became part of 1997 income tax expense. Prior to 1997, the Company recorded
deferred tax assets and liabilities for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective income tax bases. Deferred
tax assets and liabilities were measured using enacted tax rates applied to
taxable income in the years in which those temporary differences are expected
to be recovered or settled.

(g) Use of Estimates

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these consolidated financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.

(h) Consolidated Statements of Cash Flows

For purposes of the consolidated statements of cash flows, cash and cash
equivalents include cash-on-hand, due from banks and federal funds sold.

Supplemental information for the consolidated statements of cash flows for
1997, 1996 and 1995 was as follows (in thousands):

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- ------
<S> <C> <C> <C>
Interest and fees received....................... $15,663 $11,263 $7,393
======= ======= ======
Interest paid.................................... $ 7,376 $ 5,669 $3,735
======= ======= ======
Income taxes paid, net of refunds received....... $ (41) $ 1,403 $ 640
======= ======= ======
</TABLE>

F-39
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

(i) Earnings Per Common Share

Basic earnings per share is based upon the weighted average number of common
shares outstanding during the periods presented. Weighted average common shares
outstanding were 25,000 for 1997, 1996 and 1995. During 1997, 1996 and 1995,
there were no dilutive securities outstanding.

(j) Future Accounting Pronouncements

The FASB adopted SFAS No. 133, Accounting for Derivative Financial Instruments
and Hedging Activities. This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after June 15,
1999, may be adopted early for periods beginning after issuance of the
statement and may not be applied retroactively. The Company does not expect to
adopt SFAS No. 133 early. Management is currently unable to determine whether
the effects of adoption of SFAS No. 133 will have a material impact on the
Company's financial statements.

F-40
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

(2) INVESTMENT SECURITIES

The amortized cost, gross unrealized gains (losses) and fair values of
available-for-sale and held-to-maturity securities by type at December 31, 1997
and 1996 follow (in thousands):

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -------
<S> <C> <C> <C> <C>
1997
Available-for-sale:
United States government and
federal agency
obligations................ $21,661 $77 $(12) $21,726
Other....................... 709 -- -- 709
------- --- ---- -------
$22,370 $77 $(12) $22,435
======= === ==== =======
Held-to-maturity--state and
local obligations............ $ 517 $ 1 $-- $ 518
======= === ==== =======
1996
Available-for-sale:
United States government and
federal agency
obligations................ $16,608 $72 $(45) $16,635
Other....................... 341 -- -- 341
------- --- ---- -------
$16,949 $72 $(45) $16,976
======= === ==== =======
Held-to-maturity--state and
local obligations............ $ 707 $ 1 $ (3) $ 705
======= === ==== =======
</TABLE>

The amortized cost and fair value of United States government and federal
agency obligations at December 31, 1997 and 1996 by contractual maturity are
shown below (in thousands):

<TABLE>
<CAPTION>
1997 1996
----------------- -----------------
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
--------- ------- --------- -------
<S> <C> <C> <C> <C>
Available-for-sale:
Within one year........................... $ 8,981 $ 8,989 $ 5,496 $ 5,524
After one but within five years........... 12,563 12,618 10,980 10,979
After five years but within ten years..... 117 119 132 132
Other..................................... 709 709 341 341
------- ------- ------- -------
$22,370 $22,435 $16,949 $16,976
======= ======= ======= =======
Held-to-maturity:
Within one year........................... $ 487 $ 488 $ 181 $ 181
After one but within five years........... 30 30 526 524
------- ------- ------- -------
$ 517 $ 518 $ 707 $ 705
======= ======= ======= =======
</TABLE>

There were no sales of securities in 1997, 1996 or 1995.

F-41
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

Investment securities with a fair value of approximately $3,171,000 and
$2,693,000 were pledged to secure public deposits, federal funds purchased and
borrowed funds at December 31, 1997 and 1996, respectively.

(3) LOANS AND ALLOWANCES FOR LOAN LOSSES

The Company is a community banking institution operating in Tulsa, Oklahoma.
Substantially all of the loans made by the Company are within its primary
market area.

The Company evaluates each customer's creditworthiness on an individual basis.
The amount of collateral obtained, if deemed necessary, by the Company upon
extension of credit is based on management's credit evaluation of the
counterparty. Collateral held varies but may include accounts receivable,
inventory, property, plant, equipment and income-producing commercial
properties.

Loans consisted of the following at December 31, 1997 and 1996 (in thousands):

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Real estate--mortgage................................. $ 69,892 $ 54,840
Commercial............................................ 54,573 48,557
Consumer.............................................. 18,942 16,340
Other................................................. 4,253 2,815
-------- --------
147,660 122,552
Less allowances for loan losses....................... (2,414) (1,754)
-------- --------
Total loans....................................... $145,246 $120,798
======== ========
</TABLE>

Loans made to executive officers and directors of the Company approximated
$37,000 and $39,000 at December 31, 1997 and 1996, respectively. The Company
has also issued outstanding letters of credit to executive officers and
directors as of December 31, 1997 and 1996, aggregating approximately $950,000
and $900,000, respectively. Such loans and letters of credit were made in the
ordinary course of business at market rates.

The activity in the allowance for loan losses is summarized as follows for the
years ended December 31, 1997 and 1996 (in thousands):

<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Balance at beginning of year.............................. $1,754 $ 702
Provision for loan losses................................. 1,145 1,169
Charge-offs............................................... (495) (181)
Recoveries................................................ 10 64
------ ------
Balance at end of year.................................... $2,414 $1,754
====== ======
</TABLE>

F-42
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

Impaired loans, including nonaccrual loans, are considered immaterial to the
financial statements at December 31, 1997 and 1996.

(4) LAND, BUILDINGS AND EQUIPMENT

A summary of the Company's land, building and equipment at December 31, 1997
and 1996 is as follows (in thousands):

<TABLE>
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Land...................................................... $ 469 $ 469
Buildings and improvements................................ 2,276 2,193
Furniture, fixtures and equipment......................... 1,040 839
------ ------
3,785 3,501
Less accumulated depreciation............................. (998) (795)
------ ------
Total................................................. $2,787 $2,706
====== ======
</TABLE>

Depreciation of buildings and equipment charged to expense was approximately
$213,000 and $199,000 for 1997 and 1996, respectively, and is included in
occupancy and furniture and equipment expense in the consolidated statements of
earnings.

(5) DEPOSITS

Deposits consist of the following at December 31, 1997 and 1996 (in thousands):

<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Noninterest bearing demand............................. $ 32,086 $ 22,781
Savings and interest-bearing demand.................... 43,401 35,700
Time, $100,000 and greater............................. 27,872 22,365
Time, other............................................ 83,104 68,959
-------- --------
$186,463 $149,805
======== ========
</TABLE>

Maturities of time deposits are as follows at December 31, 1997 (in thousands):

<TABLE>
<CAPTION>
YEAR AMOUNT
---- --------
<S> <C>
1998............................ $ 91,136
1999............................ 14,011
2000............................ 3,879
2001............................ 1,437
2002............................ 513
--------
$110,976
========
</TABLE>

(6) BORROWED FUNDS

Borrowed funds consist of borrowings from the Federal Home Loan Bank (FHLB) and
a note payable to an unrelated bank of the Company.

F-43
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

The FHLB borrowings of $883,363 at December 31, 1997 bear interest at
approximately 7%. Such notes mature on May 11, 2007 and March 13, 2012 and are
secured by loans and securities of the Bank.

The note payable to bank of $925,000 and $1,000,000 at December 31, 1997 and
1996, respectively, bears interest at the prime rate (8.5% at December 31,
1997). The note matures on September 30, 2007 and is secured by common stock of
the Bank.

(7) INCOME TAXES

Pursuant to its S Corporation status the Company did not recognize income tax
expense on its 1997 earnings because such taxes are the obligations of the
stockholders. 1997 income tax expense of $395,000 results from the write-off of
deferred tax assets existing at December 31, 1996.

Income tax expense (benefit) from operations for the years ended December 31,
1996 and 1995 is comprised of (in thousands):

<TABLE>
<CAPTION>
1996 1995
------ ----
<S> <C> <C>
Current...................................................... $1,228 $600
Deferred..................................................... (395) --
------ ----
Total.................................................... $ 833 $600
====== ====
</TABLE>

Based on the statutory federal income tax rate of 34%, actual income taxes for
the years ended December 31, 1996 and 1995 differ from expected income taxes as
a result of the following (in thousands):

<TABLE>
<CAPTION>
1996 1995
----- ----
<S> <C> <C>
Expected federal income tax expense.......................... $ 921 $578
Nontaxable interest income, net.............................. (161) (73)
State taxes, net of federal benefit.......................... 129 46
Other, net................................................... (56) 49
----- ----
Total income tax expense................................. $ 833 $600
===== ====
</TABLE>

The tax effects of temporary differences that give rise to significant portions
of deferred tax assets and deferred tax liabilities at December 31, 1996 is
presented below (in thousands):

<TABLE>
<S> <C>
Allowance for loan losses........................................... $527
Deferred loan fees.................................................. 113
----
Total deferred tax assets....................................... 640
----
Fixed assets........................................................ 115
Other............................................................... 130
----
Total deferred tax liabilities.................................. 245
----
Net deferred tax assets included in other assets.................... $395
====
</TABLE>

No valuation allowance for deferred tax assets was necessary at December 31,
1996 and 1995.

F-44
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

(8) EMPLOYEE BENEFIT PLANS

The Company has a 401(k) savings plan covering substantially all of their
employees. The Company matches 50% of the employee's contributions not to
exceed 3% of their total compensation. Contributions to the 401(k) plan charged
to salaries and employee benefits amounted to $19,000, $14,000 and $8,000 in
1997, 1996 and 1995, respectively.

(9) REGULATORY CAPITAL REQUIREMENTS

Current regulatory capital regulations require financial institutions to meet
three different regulatory capital requirements. Institutions are required to
have minimum leverage capital equal to 4% of total average assets, minimum Tier
1 risk-based capital equal to 4% of total risk-weighted assets and total
qualifying capital equal to 8% of total risk-weighted assets in order to be
considered "adequately capitalized." The following is a comparison of the
Company's regulatory capital to minimum capital requirements at December 31,
1997 and 1996 (in thousands):

<TABLE>
<CAPTION>
TO BE WELL
CAPITALIZED
UNDER PROMPT
CORRECTIVE
FOR CAPITAL ACTION
ACTUAL ADEQUACY PURPOSES PROVISIONS
------------- ------------------- -------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------- ----- ---------- -------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1997:
Total risk-based capital
(to risk-weighted
assets)................... $17,210 11.05% $ 12,455 >8.0% $15,569 >10.0%
Tier I capital (to risk-
weighted assets).......... 14,796 9.50 6,227 >4.0 9,341 > 6.0
Tier I capital (to average
assets)................... 14,796 7.37 8,029 >4.0 10,036 > 5.0
As of December 31, 1996:
Total risk-based capital
(to risk-weighted
assets)................... 11,531 8.85 10,427 >8.0 13,033 >10.0
Tier I capital (to risk-
weighted assets).......... 9,777 7.50 5,213 >4.0 7,820 > 6.0
Tier I capital (to average
assets)................... 9,777 5.80 6,744 >4.0 8,430 > 5.0
</TABLE>

(10) COMMITMENTS

The Company has outstanding commitments to provide loans to customers and has
also issued letters of credit. Loan commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. Since many
of the commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements.
Letters of credit are conditional commitments issued by the Company to
guarantee the performance of a customer to a third party. The credit risk
involved in issuing letters of credit is essentially the same as is involved in
extending loan facilities to customers. The Company has unfunded loan
commitments and outstanding letters of credit amounting to $27,878,000 and
$17,493,000 at December 31, 1997 and 1996, respectively.

F-45
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

(11) FAIR VALUE OF FINANCIAL INSTRUMENTS

In December 1991, the FASB issued SFAS No. 107, Disclosure of Fair Value of
Financial Instruments. SFAS No. 107 requires disclosure of the estimated fair
value of all financial instruments, both assets and liabilities, held by the
Company. Fair value estimates, including the methods and assumptions utilized
to make those estimates, are set forth below.

Financial Instruments - Assets

The carrying amounts for federal funds sold and securities purchased under
agreements to resell approximate fair value because they mature in ninety days
or less and do not present unanticipated credit concerns. The estimated fair
value of interest-bearing deposits in other financial institutions is based on
scheduled cash flows discounted at market rates for similar instruments. The
estimated fair value of the Company's debt and equity securities is based on
bid prices published in financial newspapers or bid quotations received from
security dealers. The fair value of certain state and municipal securities that
are not available through market sources are based on quoted market prices of
similar instruments.

The estimated fair value of the Company's loan portfolio is based on the
segregation of loans by type commercial, real estate mortgage and consumer.
Each loan category is further segmented into fixed and adjustable rate interest
categories. In estimating the fair value of each category of loans, the
carrying amount of the loan is reduced by an allocation of the allowance for
loan losses. Such allocation is based on management's loan classification
system which is designed to measure the credit risk inherent in each
classification category.

The estimated fair value for variable rate loans is the carrying value of such
loans, reduced by an allocation of the allowance for loan losses based on
management's loan classification system.

The estimated fair value of fixed rate loans is calculated by discounting the
scheduled cash flows for each loan category - commercial, residential real
estate and consumer. The cash flows through maturity for each category of fixed
rate loans are aggregated for each of the Company's subsidiary banks.
Prepayment estimates for residential real estate and installment consumer loans
are based on estimates for similar instruments in the secondary market with
similar maturity schedules and interest rates. Estimated credit losses
affecting the scheduled cash flows have been reflected as a reduction in the
scheduled cash flows in the discounting model. Discount rates used for each
loan category of fixed rate loans are the effective rates that the Company's
subsidiary bank would charge under current conditions to originate a similar
loan based on credit risk and the maturity of the loan being originated.

F-46
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

The following represents the Company's aggregate carrying value and estimated
fair value of interest-bearing deposits in other financial institutions, short-
term money market obligations, investment securities and loans at December 31,
1997 and 1996 (in thousands):

<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Interest-bearing deposits in
other financial institutions.... $ 350 $ 350 $ 350 $ 350
======== ======== ======== ========
Federal funds sold............... $ 24,275 $ 24,275 $ 12,450 $ 12,450
======== ======== ======== ========
Investment securities (1)........ $ 22,887 $ 22,953 $ 17,656 $ 17,681
======== ======== ======== ========
Loans (2)(3)..................... $145,246 $146,558 $120,798 $122,353
======== ======== ======== ========
</TABLE>
- --------
(1) A breakdown of the investment securities by category and maturity is
provided in note 2.
(2) A breakdown of loans by category is provided in note 3.
(3) Management believes that the discount rates used in determining the
estimated fair value of the loan portfolio are reasonable; however, since
there is no market for the majority of these loans, the estimated fair
value indicated above does not necessarily represent the value that would
be negotiated in an actual sale.

Financial Instruments-Liabilities

In accordance with the provisions of SFAS No. 107, the estimated fair value of
deposits with no stated maturity, such as noninterest bearing demand deposits,
savings, money market and NOW accounts, is equal to the amount payable on
demand as of December 31, 1997 and 1996. The estimated fair value of
certificates of deposit of the Company is determined by discounting the
contractual cash flows of such deposits. The discount rates utilized are based
on each of the subsidiary bank's rates currently offered for deposits of
similar maturities.

The estimated fair value of federal funds purchased and securities sold under
agreements to repurchase of the Company is determined by discounting the
contractual cash flows using discount rates for similar instruments currently
being offered.

The estimated fair value of other borrowings is estimated using the discounted
cash flow analysis based on the Company's current incremental borrowing rates
for similar types of borrowing arrangements.

F-47
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

The following represents the Company's aggregate carrying value and estimated
fair value of deposits, federal funds purchased and securities sold under
agreements to repurchase, and borrowed funds as of December 31, 1997 and 1996
(in thousands):

<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Noninterest bearing demand........ $ 32,086 $ 32,086 $ 22,781 $ 22,781
Savings, money market and
interest-bearing demand.......... 43,401 43,401 35,700 35,700
Time deposits..................... 110,976 112,196 91,324 92,045
-------- -------- -------- --------
Total deposits.................... $186,463 $187,683 $149,805 $150,526
======== ======== ======== ========
Borrowed funds.................... $ 1,808 $ 1,889 $ 1,000 $ 1,000
======== ======== ======== ========
</TABLE>

The estimated fair value of deposits does not include the benefit that results
from the low-cost funding provided by deposit liabilities compared to the cost
of borrowing funds in the market.

Financial Instruments-Other

The carrying amount of accrued interest receivable and payable approximate fair
value due to their short-term nature.

The estimated fair value of letters of credit and commitments to extend credit
is based on the fees currently charged to enter into similar agreements. The
aggregate of these fees are not material.

Limitations

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instruments. These
estimates do not reflect any premium or discount that could result from
offering for sale at one time the Company's entire holdings of a particular
financial instrument. Because no market exists for a significant portion of the
Company's financial instruments, fair value estimates are based on judgments
regarding future loss experience, current economic conditions, risk
characteristics of various financial instruments and other factors. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates. Fair value estimates
are based on existing balance sheet financial instruments without attempting to
estimate the value of anticipated future business and the value of assets and
liabilities that are not considered financial instruments.

F-48
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

(12) PARENT COMPANY CONDENSED FINANCIAL STATEMENTS

Following is condensed financial information of the Company as of and for the
years ended December 31, 1997 and 1996 (amounts in thousands):

CONDENSED BALANCE SHEETS

DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
1997 1996
ASSETS ------- -------
<S> <C> <C>
Investment in subsidiary....................................... $15,586 $10,727
------- -------
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Borrowed funds................................................. $ 925 $ 1,000
Stockholders' equity........................................... 14,661 9,727
------- -------
Total liabilities and stockholders' equity................. $15,586 $10,727
======= =======
</TABLE>

CONDENSED STATEMENTS OF EARNINGS

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Dividends from subsidiary............................. $ 160 $ 84 $ 45
Other expense, net.................................... (85) (84) (45)
------ ------ ------
Income before equity in undistributed earnings of
subsidiary........................................... 75 -- --
Increase in undistributed equity of subsidiary........ 4,810 1,778 1,100
------ ------ ------
Net earnings.......................................... $4,885 $1,778 $1,100
====== ====== ======
</TABLE>

CONDENSED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings.................................... $ 4,885 $ 1,778 $ 1,100
Increase in undistributed equity of subsidiary.. (4,810) (4,028) (2,100)
------- ------- -------
Net cash provided by (used in) operating
activities................................... 75 (2,250) (1,000)
------- ------- -------
Cash flows from financing activities:
Capital contribution by stockholders............ -- 2,250 --
Proceeds from borrowed funds.................... -- -- 1,000
Payment on borrowed funds....................... (75) -- --
------- ------- -------
Net cash provided by (used in) financing
activities................................... (75) 2,250 1,000
Net increase (decrease) in cash................... -- -- --
Cash at beginning of year......................... -- -- --
------- ------- -------
Cash at end of year............................... $ $ $
======= ======= =======
</TABLE>

F-49
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 IS UNAUDITED)

(13) SUBSEQUENT EVENTS

The Company made distributions to stockholders aggregating $3,970,000 ($158.80
per share) through June 30, 1998 so that the stockholders could make the
necessary 1997 and 1998 actual and estimated income tax payments.

On September 2, 1998, the Company entered into a definitive merger agreement
with Gold Banc Corporation, Inc. for a stock-for-stock/tax free transaction
valued at approximately $56 million. Gold Banc Corporation had total assets of
$567 million, deposits of $455 million and loans of $368 million at March 31,
1998. The completion of the merger is contingent upon regulatory and
shareholder approval.

F-50
<PAGE>

CITIZENS BANCORPORATION, INC.

CONSOLIDATED BALANCE SHEETS

JUNE 30, 1998 AND DECEMBER 31, 1997
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ASSETS 1998 1997
------ ----------- ------------
(UNAUDITED)
<S> <C> <C>
Cash and due from banks............................... $ 8,317 $ 7,436
Federal funds sold.................................... 28,050 24,275
Interest-bearing deposits at other institutions....... 350 350
-------- --------
Investment securities:
Held-to-maturity securities......................... 30 517
Available-for-sale securities....................... 25,555 22,435
-------- --------
Total investment securities....................... 25,585 22,952
-------- --------
Loans, net............................................ 163,042 145,246
Land, buildings and equipment, net.................... 3,520 2,787
Accrued interest, deferred taxes and other assets..... 2,637 1,501
-------- --------
Total assets...................................... $231,501 $204,547
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Liabilities:
Deposits............................................ $213,708 $186,463
Federal funds purchased............................. -- --
Borrowed funds...................................... 1,740 1,808
Accrued interest and other liabilities.............. 2,290 1,965
-------- --------
Total liabilities................................. 217,738 190,236
-------- --------
Stockholders' equity:
Common stock, $1 par value, 25,000 shares
authorized, 25,000 shares issued, 25,000 shares
outstanding........................................ 25 25
Additional paid-in capital.......................... 6,683 6,683
Retained earnings................................... 6,987 7,888
Other comprehensive income.......................... 68 65
-------- --------
Total stockholders' equity........................ 13,763 14,661
-------- --------
Total liabilities and stockholders' equity........ $231,501 $204,897
======== ========
</TABLE>

F-51
<PAGE>

CITIZENS BANCORPORATION, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE INFORMATION)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
-----------------
JUNE 30, JUNE 30,
1998 1997
-------- --------
(UNAUDITED)
<S> <C> <C>
Interest and fee income:
Loans...................................................... $ 7,743 $6,528
Investment securities...................................... 1,375 890
Other...................................................... -- --
------- ------
Total interest and fee income............................ 9,118 7,418
------- ------
Interest expense:
Deposits................................................... 4,169 3,518
Other...................................................... 70 54
------- ------
Total interest expense................................... 4,239 3,572
Net interest income.......................................... 4,879 3,846
Provision for loan losses.................................... 670 420
------- ------
Net interest income after provision for loan losses...... 4,209 3,426
------- ------
Other income:
Service fees............................................... 533 437
Other...................................................... 48 38
------- ------
Total other income....................................... 581 475
Other expense:
Salaries and employee benefits............................. 808 693
Furniture and equipment.................................... 101 100
Net occupancy expense...................................... 114 89
Professional services...................................... 236 194
Advertising................................................ 38 44
Other...................................................... 424 385
------- ------
Total other expense...................................... 1,721 1,505
Earnings (loss) before income taxes.......................... 3,069 2,396
Income tax expense (benefit)................................. -- 395
------- ------
Net earnings (loss).......................................... $ 3,069 $2,001
======= ======
Other comprehensive income-unrealized appreciation
(depreciation) on available-for-sale securities, net of
tax......................................................... $ 3 $ (17)
======= ======
Comprehensive income......................................... $ 3,072 $1,984
======= ======
Basic and diluted net earnings per share..................... $122.76 $80.04
======= ======
</TABLE>

F-52
<PAGE>

CITIZENS BANCORPORATION, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1998 1997
-------- --------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss)...................................... $ 3,069 $ 2,001
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:
Provisions for loan losses............................. 670 420
Accretion of discounts on investments securities' net
of amortization of premiums........................... (17) (1)
Depreciation and amortization.......................... 110 104
Other changes:
Accrued interest, deferred taxes and other assets.... (1,136) 73
Accrued interest and other liabilities............... 324 422
-------- --------
Net cash provided (used) by operating activities... 3,020 3,019
-------- --------
Cash flows from investing activities:
Net increase in loans.................................... (18,466) (16,452)
Purchases of available-for-sale securities............... (7,365) (3,645)
Purchases of held-to-maturity securities................. -- --
Proceeds from maturities of available-for-sale
securities.............................................. 4,267 2,082
Proceeds from maturities of held-to-maturity securities.. 485 --
Purchases of interest-bearing deposits................... -- --
Proceeds from maturities of interest-bearing deposits.... -- --
Purchases of PP&E........................................ (843) (316)
-------- --------
Net cash provided (used) by investing activities... (21,922) (18,331)
-------- --------
Cash flows from financing activities:
Increase (decrease) in deposits.......................... 27,246 21,394
Increase (decrease in FHLB Advances...................... 7 914
Principle payments on N/P................................ (75) --
Dividends paid........................................... (3,970) --
-------- --------
Net cash provided (used) by financing activities... 23,208 22,308
-------- --------
Increase in cash and cash equivalents...................... 4,306 6,996
Cash and cash equivalents, beginning of period............. 32,061 18,704
-------- --------
Cash and cash equivalents, end of period................... $ 36,367 $ 25,700
======== ========
</TABLE>

F-53
<PAGE>

CITIZENS BANCORPORATION, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1998 AND DECEMBER 31, 1997

(1) BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
accordance with the instructions for Form 10-Q

The consolidated financial statements as of June 30, 1998 and for the six
months ended June 30, 1998 and 1997 are unaudited but include all adjustments
(consisting only of normal recurring adjustments) which Citizens
Bancorporation, Inc. and subsidiary (the Company) considers necessary for a
fair presentation of financial position and results of operations for those
periods. The consolidated statements of earnings for the six months ended June
30, 1998 are not necessarily indicative of the results that will be achieved
for the entire year.

(2) SUBSEQUENT EVENTS

On September 2, 1998, the Company entered into a definitive merger agreement
with Gold Banc Corporation. Inc. for a stock-for-stock/tax-free transaction
valued at approximately $56 million. Gold Banc Corporation, Inc. had total
assets of $567 million, deposits of $455 million and loans of $368 million at
March 31. 1998. The completion of the merger is contingent upon regulatory and
shareholder approval.

F-54
<PAGE>

ANNEX A
AMENDED AND RESTATED
AGREEMENT AND PLAN OF REORGANIZATION

This Amended and Restated Agreement and Plan of Reorganization (the
"Agreement") is made and entered into as of October 5, 1998, by and among GOLD
BANC CORPORATION, INC., a Kansas corporation ("Gold"), GOLD BANC ACQUISITION
CORPORATION IX, INC., a Kansas corporation ("Sub") and CITIZENS BANCORPORATION,
INC., an Oklahoma corporation ("Company").

Witnesseth:

Whereas, the Boards of Directors of Gold, Sub and Company have approved and
deem it advisable and in the best interests of their respective companies and
stockholders that Gold and Company become affiliated through the merger of
Company with and into Sub in the manner hereinafter set forth (the "Merger");
and

Whereas, the parties desire to make certain representations, warranties and
agreements in connection with the Merger and also to prescribe certain
conditions to the Merger.

Now, Therefore, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereby agree as follows:

ARTICLE I

The Company Merger

1.1 The Company Merger. Upon the terms and subject to the conditions of this
Agreement at the Effective Time (as hereinafter defined), Company shall be
merged with and into Sub and the separate existence and corporate organization
of Company shall thereupon cease and Sub and Company shall thereupon be a
single corporation. Sub shall be the surviving corporation in the Merger and
the separate corporate existence of Sub shall continue unaffected and
unimpaired by the Merger.

1.2 Effective Time of the Company Merger. On the Closing Date (as hereinafter
defined), the proper officers of Company and Sub shall execute and acknowledge
appropriate certificates of merger that shall be filed as soon as possible
following the closing, but not later than the first business day following the
closing with (i) the Kansas Secretary of State in accordance with the Kansas
General Corporation Code (the "KGCC") and (ii) the Oklahoma Secretary in
accordance with the Oklahoma General Corporation Act (the "OGCA"). The Merger
shall become effective upon filing the last of the certificates of merger with
the Kansas Secretary of State or the Oklahoma Secretary of State (the
"Effective Time"). The closing shall be on a day (the "Closing Date") occurring
no later than forty-five (45) days following the satisfaction or waiver, to the
extent permitted hereunder, of the last of the conditions to the consummation
of the Merger specified in Articles VII and VIII of this Agreement at 10:00
a.m. at the offices of Gold, located at 11301 Nall Avenue, Leawood, Kansas,
which day shall be specified by notice from Gold to Company (such notice to be
at least five (5) days in advance of such Closing Date), or on such other date
and at such other place and time as the parties hereto may mutually agree. The
parties shall use their best efforts to cause the Closing Date to occur on or
before November 30, 1998.

A-1
<PAGE>

1.3 The Articles of Incorporation. The Articles of Incorporation and Bylaws of
Sub as in effect immediately prior to the Effective Time shall be and remain
the Articles of Incorporation and Bylaws of the surviving corporation from and
after the Effective Time until amended as provided by law and the officers and
directors of Sub shall continue as the officers and directors of the surviving
corporation from and after the Effective Time.

1.4 Effect of Company Merger. Subject to the laws of Kansas and Oklahoma, at
the Effective Time (a) Sub shall possess all assets and property of every
description, and every interest therein, wherever located, and the rights,
privileges, immunities, powers, franchises, and authority, of a public as well
as of a private nature, of Company and all obligations belonging to or due each
of Company and Sub shall be vested in Sub without further act or deed; (b)
title to any real estate or any interest therein vested in Company shall not
revert or in any way be impaired by reason of the Company Merger; (c) all
rights of creditors and all liens on any property of the Company shall be
preserved unimpaired; and (d) Sub shall be liable for all the obligations of
Company, and any claim existing, or action or proceeding pending, by or against
either of Company or Sub, may be prosecuted to judgment with the right of
appeal, as if the Merger had not taken place.

1.5 Further Assurances. If at any time after the Effective Time, Sub shall
consider it advisable that any further conveyances, agreements, documents,
instruments or assurances of law or any other actions or things are necessary
or desirable to vest, perfect, confirm, or record in Sub the title to any
property, rights, privileges, powers, or franchises of the Company, the former
Board of Directors and officers of the Company shall, and will be authorized
to, execute and deliver in the name and on behalf of the Company or otherwise,
any and all proper conveyances, agreements, documents, instruments, and
assurances of law and do all things necessary or proper to vest, perfect, or
confirm title to such property, rights, privileges, powers and franchises in
Sub, and otherwise to carry out the provisions of this Agreement.

ARTICLE II

Provisions of Merger Transaction

2.1 Effect of Merger on Sub Stock. At the Effective Time, each share of common
stock, $1.00 par value per share, of Sub ("Sub Common Stock") issued and
outstanding immediately prior to the Effective Time shall remain issued and
outstanding, and shall be unaffected by the Merger.

2.2 Conversion of the Company Common Stock in the Merger. At the Effective
Time, by virtue of the Merger and without any action on the part of any holder
thereof:

(a) Each share of common stock, $1.00 par value per share of the Company
("Company Common Stock"), that is either authorized but unissued or held in
the treasury of the Company, if any, or held by the Company or any
subsidiary of the Company other than as trustee, fiduciary, nominee or in
some similar capacity shall be canceled and retired and shall cease to
exist from and after the Effective Time, and no cash or other consideration
shall be delivered in exchange therefore;

A-2
<PAGE>

(b) The following definitions are relevant in determining the conversion of
each outstanding share of Company Common Stock:

(i) The "Average Gold Price" shall equal $15.00;

(ii) The "Average Gold Future Price" shall equal the average of the
closing price of Gold Common Stock for the ten trading days preceding
the closing date.

(iii) "Stockholders' Equity" shall equal total capital, surplus
undivided profits and year-to-date earnings, excluding FASB 115
adjustments to "available for sale" securities.

(iv) The "Aggregate Company Value" shall equal: (A) the product of (w)
the Stockholders' Equity of the Company on the Closing Date, as
determined on the basis of the June 30, 1998 financial statements of
the Company previously delivered to Gold, and after adjustments for
retained income subsequent to June 30, 1998 and increases for any loan
loss reserves greater than $1,591,847, (x) multiplied by 3.03; plus (B)
$1,725,500, plus, (C) the greater of zero or the product of (y) the
Average Gold Future Price minus 15 (z) multiplied by the quotient of
850,000 divided by the Average Gold Future Price.

(v) The "Common Per Share Amount" shall equal the Aggregate Company
Value divided by 25,000;

(c) Each outstanding share of Company Common Stock, shall be converted into
that fraction of a share (rounded to the nearest one/one-thousandth of a
share) of Gold Common Stock, as defined in Section 3.6 below, equal to the
quotient derived from dividing the Common Per Share Amount by the Average
Gold Price (the "Common Stock Conversion Ratio").

2.3 Exchange of Certificates.

(a) Gold, on behalf of Sub, shall make available to Exchange National Bank
and/or to Midwest Capital Management, Inc., which are hereby designated as
exchange agents (the "Exchange Agents"), in trust for the benefit of holders of
shares of Company common stock, at or prior to the Effective Time, such number
of shares of Gold Common Stock as shall be issuable to the holders of Company
Common Stock in accordance with Section 2.2 hereof. As soon as practicable
after the Closing Date, Gold, on behalf of the Exchange Agents, shall mail to
each holder of record of a certificate that immediately prior to the Closing
Date represented outstanding shares of Company Common Stock (i) a form letter
of transmittal and (ii) instructions for effecting the surrender of
certificates of Company Common Stock for exchange into certificates of Gold
Common Stock. The Gold Common Stock into which the Company Common Stock is
being converted in accordance with Section 2.2(c) hereof may be delivered to a
brokerage account established at Midwest Capital Management, Inc. for each
stockholder of the Company; provided, however, that definitive stock
certificates for shares of Gold Common Stock will be issued by the Exchange
Agents and delivered to each Company stockholder that requests such
certificates.

(b) Notwithstanding any other provision herein, no fractional shares of Gold
Common Stock and no certificates or script therefor or other evidence of
ownership thereof will be issued. All fractional shares of Gold Common Stock to
which a holder of Company Common Stock would otherwise be entitled under
Section 2.2 hereof shall be aggregated. If a fractional share results from such
aggregation, such stockholder shall be entitled, after the Effective Time and
upon the surrender of

A-3
<PAGE>

such stockholder's certificate or certificates representing shares of Company
Common Stock, to receive from the Exchange Agent an amount in cash in lieu of
such fractional share equal to the product of such fraction and the Average
Gold Price. Gold, on behalf of Sub, shall make available to the Exchange Agent,
as required from time to time, any cash necessary for this purpose.

2.4 Closing of the Company Transfer Books. At the Effective Time, the stock
transfer books of the Company shall be closed and no transfer of Company Common
Stock shall thereafter be made.

2.5 Dividends. No dividends or other distributions that are declared after the
Effective Time with respect to Gold Common Stock payable to holders of record
thereof after the Effective Time shall be paid to the Company stockholders
entitled to receive certificates representing Gold Common Stock until such
stockholders surrender to the Exchange Agent their certificates representing
Company Common Stock. Upon such surrender, there shall be paid to the
stockholder in whose name the certificates representing such Gold Common Stock
shall be issued any dividends which shall have become payable with respect to
such Gold Common Stock between the Effective Time and the time of such
surrender, without interest. After such surrender there shall also be paid to
the stockholder in whose name the certificates representing such Gold Common
Stock shall be issued any dividend on such Gold Common Stock that shall have
(a) a record date subsequent to the Effective Time and prior to such surrender
and (b) a payment date after such surrender, and such payment shall be made on
such payment date. In no event shall the stockholders entitled to receive such
dividends be entitled to receive interest on such dividends.

2.6 Dissenting Shares. Notwithstanding anything to the contrary contained in
this Agreement, to the extent appraisal rights are available to the Company's
stockholders pursuant to the OGCA, any shares of Company Common Stock held by a
person who objects to the Merger, whose shares of Company Common Stock were not
entitled to vote or were not voted in favor of the Merger and who complies with
all of the provisions of the OGCA concerning the rights of such person to
dissent from the Merger and to require appraisal of such person's shares of
Company Common Stock and who has not withdrawn such objection or waived such
rights prior to the Closing Date ("Company Dissenting Shares") shall not be
converted pursuant to Section 2.2 but shall become the right to receive such
consideration as may be determined to be due to the holder of such Company
Dissenting Shares pursuant to the OGCA, including, if applicable, any costs
determined to be payable by Sub or the Company to the holders of the Company
Dissenting Shares pursuant to the OGCA. Notwithstanding the foregoing, as set
forth hereinafter, the obligation of Gold to close on this transaction is
contingent upon the total required cash payments due Company's stockholders
totaling less than 5% of the total consideration being provided by Gold as
consideration for this Merger.

2.7 Adjustments. If at any time during the period between the date hereof and
the Effective Time, any change in the outstanding shares of Gold Common Stock
is effected by reason of any reclassification, recapitalization, stock split or
combination, exchange or readjustment of shares, or any stock dividend thereon
with a record date during such period, the Common Stock Conversion Ratio shall
be adjusted on a pro rata basis.

A-4
<PAGE>

ARTICLE III

Representations and Warranties of Gold and Sub

Except as set forth on the Gold Disclosure Schedule attached hereto, Gold and
Sub, jointly and severally, hereby represent and warrant to the Company and the
Stockholders of the Company as follows:

3.1 Organization and Authority.

(a) Gold is a corporation duly organized, validly existing and in good standing
under the laws of the State of Kansas with the corporate power and authority to
own its properties and conduct its business as it is now being conducted and is
duly registered as a bank holding company under the provisions of the Bank
Holding Company Act of 1956, as amended.

(b) Sub is a corporation duly organized, validly existing and in good standing
under the laws of the State of Kansas. Sub has the corporate power to enter
into and perform this Agreement and the execution, delivery and performance of
this Agreement by Sub and the consummation by Sub of the transactions
contemplated hereby have been duly authorized by its Board of Directors and by
Gold as the sole stockholder of Sub.

3.2 Authority. Gold has all requisite corporate power and authority to enter
into this Agreement, and to consummate the transactions contemplated hereby
with the exception of Gold stockholder approval as contemplated by Section 3.3
below. The execution, delivery and performance of this Agreement, and the
consummation by Gold of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on the part of Gold. This
Agreement has been duly executed and delivered by Gold, and assuming due
execution and delivery by Company, constitutes a valid and binding obligation
of Gold, enforceable against Gold in accordance with its terms subject to
applicable conservatorship, receivership, bankruptcy, insolvency and similar
laws affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity (including without limitation
specific performance), whether applied in a court of law or a court of equity.

3.3 Gold Stockholder Approval. The Board of Directors of Gold will direct that
this Agreement and the transactions contemplated hereby be submitted to Gold's
stockholders for approval at a special meeting of such stockholders and, except
for approval of this Agreement by the majority of the outstanding shares of
Gold Common Stock entitled to vote with respect to such matter, no other
stockholder action is necessary to consummate the transactions contemplated
hereby.

3.4 No Violations. Subject to approval by the appropriate regulatory agencies,
the execution, delivery and performance of this Agreement by Gold and Sub do
not, and the consummation of the transactions contemplated hereby will not,
constitute (i) a breach or violation of, or a default under, any law, rule or
regulation or any judgment, decree, order, governmental permit or license, or
agreement, indenture or instrument of Gold or any subsidiary of Gold or to
which Gold or any subsidiary (or any of their respective properties) is
subject, (ii) a breach or violation of, or a default under, the Articles of
Incorporation, or Bylaws of Gold or any subsidiary of Gold or (iii) a breach or
violation of, or a default under (or an event which with due notice or lapse of
time or both would

A-5
<PAGE>

constitute a default under), or result in the termination of, accelerate the
performance required by, or result in the creation of any lien, pledge,
security interest, charge or other encumbrance upon any of the properties or
assets of Gold or any subsidiary of Gold under any of the terms, conditions or
provisions of any note, bond, indenture, deed of trust, loan agreement or other
agreement, instrument or obligation to which Gold or any subsidiary of Gold is
a party, or to which any of their respective properties or assets may be bound
or affected.

3.5 Consents. Except for approvals of the appropriate regulatory agencies and
such filings and registrations as are required under federal and state
securities and Blue Sky laws, no filing or registration with, or authorization,
consent or approval of, any public body or authority is necessary for the
consummation by Gold of the Merger or the other transactions contemplated by
this Agreement.

3.6 Capital Stock of Gold. Gold has authorized capital stock consisting of (a)
25,000,000 shares of common stock, $1.00 par value ("Gold Common Stock"), of
which 11,124,801 shares were issued and outstanding on August 21, 1998, (b)
$28.75 Million of 8.75% Junior Subordinated Deferrable Interest Debentures and
(c) 25,000,000 shares of preferred stock, none of which are issued and
outstanding. All of the issued and outstanding shares of Gold Common Stock are
validly issued, fully paid and non-assessable. Holders of Gold Common Stock do
not have any preemptive rights with respect to the issuance of additional
authorized shares of Gold Common Stock.

3.7 Government Regulation. Gold and its subsidiaries hold all material
licenses, certificates, permits, franchises and rights from all appropriate
federal, state or other public authorities necessary for the lawful conduct of
their respective businesses and ownership of their respective properties. Gold
and its subsidiaries have substantially complied with all material federal,
state and local statutes, regulations, ordinances or rules applicable to the
ownership of their respective properties or the conduct of their respective
businesses.

3.8 Financial Statements. The consolidated balance sheets of Gold as of
December 31, 1997, the consolidated statement of earnings for the year ended
December 31, 1997, and all related schedules and notes to the foregoing, all of
which have been delivered to Company, have been audited by KPMG Peat Marwick
LLP, independent certified public accountants. All of the foregoing financial
statements, together with the unaudited financial statements of Gold dated as
of June 30, 1998 and for the period then ending, have been prepared in
accordance with generally accepted accounting principles and practices which
were applied on a consistent basis, and present fairly in all material respects
the financial position, results of operation and changes in financial position
of Gold as of their respective dates and for the periods indicated. From June
30, 1998 until the date hereof, there has been no material adverse change in
the financial condition, properties, assets, liabilities, business or prospects
of Gold.

3.9 SEC Reports. Gold's Report on Form 10-K for the year ended December 31,
1997, filed with the Securities and Exchange Commission and all subsequent
reports and proxy statements filed by Gold thereafter pursuant to Section 13(a)
or 14(a) of the Securities Exchange Act of 1934 do not and will not contain a
misstatement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading as of
the time the document was filed. Since the filing of such Report on Form 10-K,
no other report, proxy statement, or other

A-6
<PAGE>

document has been required to be filed by Gold pursuant to Section 13(a) or
14(a) of the Securities Exchange Act of 1934 which has not been filed. Gold has
delivered to Company the Form 10-K for the fiscal year ended December 31, 1997
and unaudited financial statements for the six months ended June 30, 1998.

3.10 Status of Gold Common Stock to be Issued. The shares of Gold Common Stock
into which the Company Common Stock are to be exchanged or converted pursuant
to this Agreement will be, when delivered as specified in this Agreement,
validly authorized and issued, fully paid and non-assessable, and registered
pursuant to an effective registration statement under the Securities Act of
1933, as amended, or any successor federal statute and the rules and
regulations promulgated thereunder, all as the same shall be in effect at the
time (the "Securities Act").

3.11 Legal Proceedings. There are as of the date hereof no actions, suits,
claims, demands or other proceedings or investigations, either judicial or
administrative, pending or, to the best knowledge of Gold, threatened against
or affecting the properties, assets, rights or business of Gold or any
subsidiary of Gold or the right to carry on or conduct their business, nor are
there to the best knowledge of Gold any grounds therefor, which, if adversely
determined, would have a material adverse effect on the business, operations,
properties or financial condition of Gold. There are as of the date hereof no
actions, suits, claims, demands or other proceedings or investigations, either
judicial or administrative, pending or, to the best knowledge of Gold,
threatened which will or could prevent or interfere with the consummation of
the transactions contemplated by this Agreement.

3.12 Taxes. Gold and Sub have timely filed all federal, state and local tax
returns required to be filed by them, and have timely paid and discharged any
taxes due in connection with all such tax returns. To the best knowledge of
Gold, the liability for taxes set forth on each such tax return adequately
reflects the taxes due with respect to such returns. Neither the Internal
Revenue Service nor any other taxing authority is now asserting, either through
audits, administrative proceedings, court proceedings or otherwise any
deficiency or claim for additional taxes against Gold or Sub or any subsidiary
of Gold. Neither Gold nor Sub has granted any waiver of any statute of
limitations with respect to, or any extension of a period for the assessments
of, any tax. There are no tax liens on any of the assets of Gold or Sub or any
subsidiary of Gold.

3.13 Defaults. Neither Gold nor any of its subsidiaries is in material breach
or material default under any material agreement or commitment to which Gold or
any of its subsidiaries is a party, or under any loan agreement, note, security
agreement, guarantee or other document pursuant to or in connection with Gold's
or any of its subsidiaries' extension of credit; and, to their knowledge, there
has not occurred any event which, after the giving of notice, the lapse of time
or otherwise, would constitute any such default under, or result in any such
breach of, any such agreement, commitment or extension of credit.

3.14 Information Supplied. Gold will ensure that none of the information
supplied or to be supplied by Gold and Sub for inclusion or incorporation by
reference in (a) the Registration Statement (as defined in Section 10.1) will,
at the time the Registration Statement is filed with the Securities and
Exchange Commission (the "SEC") and at the time it becomes effective under the
Securities Act, contain any untrue statement of a material fact or omit to
state any material fact required to be stated

A-7
<PAGE>

therein or necessary to make the statements therein not misleading, and (b) the
proxy statements of Gold and the Company will, at the date of mailing to the
respective stockholders of the Company and Gold and at the time of the
respective meetings of the stockholders of the Company and Gold to be held in
connection with the Merger, contain any untrue statement of a material fact or
omit to have stated a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading, other than information supplied by
Company.

3.15 Absence of Adverse Agreements. Neither Gold nor Sub nor any other
subsidiary of Gold is a party to any agreement or instrument or any judgment,
order or decree or any rule or regulation of any court or other governmental
agency or authority which materially and adversely affects or in the future may
have a material adverse effect on the financial condition, results or
operations, assets, business or prospects of Gold or Sub or any subsidiary of
Gold, taken as a whole.

3.16 Broker's Fees. Neither Gold nor Sub nor any of their respective officers
or directors has employed any broker or finder or incurred any liability for
any broker's fees, commissions or finder's fees in connection with any of the
transactions contemplated by this Agreement.

ARTICLE IV

Representations and Warranties of Company

Except as set forth on the Company Disclosure Schedule hereto, Company hereby
represents and warrants to each of Gold and Sub as follows:

4.1 Organization and Good Standing.

(a) Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Oklahoma with the corporate power and
authority to own its properties and conduct its business as it is now being
conducted and is duly registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended. The conduct of Company's business and
the ownership of its properties do not require Company to qualify as a foreign
corporation in any jurisdiction except where the failure to be so qualified
individually or in the aggregate would not materially and adversely affect the
business, operations, properties or financial condition of Company and its
subsidiary.

(b) Company has one subsidiary, Citizens Bank of Tulsa (the "Bank"), which is
an Oklahoma banking corporation duly organized, validly existing and in good
standing under the laws of the State of Oklahoma, with the corporate power and
authority to carry on its business as it is now being conducted. Bank is duly
qualified to do business in each jurisdiction in which the conduct of its
business requires such qualification except where the failure to be so
qualified individually or in the aggregate would not materially and adversely
affect the business, operations, properties or financial condition of Company
and/or Bank.

4.2 Authority. Company has all requisite corporate power and authority to enter
into this Agreement, and to consummate the transactions contemplated hereby
with the exception of Company stockholder approval as contemplated by Section
4.3 below. The execution and delivery of this

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Agreement, and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of Company.
This Agreement has been duly executed and delivered by Company, and assuming
due execution and delivery by Gold, constitutes a valid and binding obligation
of Company, enforceable in accordance with its terms subject to applicable
conservatorship, receivership, bankruptcy, insolvency and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity (including without limitation
specific performance), whether applied in a court of law or a court of equity.

4.3 Company Stockholder Approval. The Board of Directors of Company will
direct, that this Agreement and the transactions contemplated hereby be
submitted to Company's stockholders for approval at a special meeting of such
stockholders and, except for approval of this Agreement by the majority of the
outstanding shares of Company Common Stock entitled to vote with respect to
such matter, no other stockholder action is necessary to consummate the
transactions contemplated hereby.

4.4 No Violations. Except for the approvals of the appropriate regulatory
agencies and such filings and registrations as are required under federal and
state securities and Blue Sky laws, the execution, delivery and performance of
this Agreement by Company do not, and the consummation of the transactions
contemplated hereby will not, constitute (i) a breach or violation of, or a
default under, any law, rule or regulation or any judgment, decree, order,
governmental permit or license, or agreement, indenture or instrument of
Company or Bank or to which Company or Bank (or any of their respective
properties) is subject, (ii) a breach or violation of, or a default under, the
Articles of Incorporation, Bylaws of Company or Bank or (iii) a breach or
violation of, or a default under (or an event which with due notice or lapse of
time or both would constitute a default under), or result in the termination
of, accelerate the performance required by, or result in the creation of any
lien, pledge, security interest, charge or other encumbrance upon any of the
properties or assets of Company or Bank under any of the terms, conditions or
provisions of any note, bond, indenture, deed of trust, loan agreement or other
agreement, instrument or obligation to which the Company or Bank is a party, or
to which any of their respective properties or assets may be bound or affected.

4.5 Consents. Except for the approvals of the appropriate regulatory agencies
and such filings and registrations as are required under federal and state
securities and Blue Sky laws, no filing or registration with, or authorization,
consent or approval of, any public body or authority is necessary for the
consummation by Company of the Merger or the other transactions contemplated by
this Agreement.

4.6 Capitalization. Company has authorized capital stock consisting of 50,000
shares of common stock, par value $1.00 per share, of which 25,000 shares are
issued and outstanding, and no shares held as treasury stock. All of the issued
and outstanding shares of Company Common Stock are validly issued, fully paid
and non-assessable. There are no outstanding warrants, options, subscriptions,
contracts, rights or other agreements or commitments obligating Company to
issue or sell any additional shares of Company Common Stock nor are there
outstanding any securities, debts, obligations or rights which are convertible
into or exchangeable for shares of Company Common Stock. The authorized capital
stock of Bank consists of 125 shares of common stock, $8,000.00 par value per
share ("Bank Stock"), of which 125 shares have been duly and validly issued,
are fully

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paid, and, are owned directly by Company. Such shares are free and clear of all
liens, encumbrances, equities or claims. There are no outstanding warrants,
options, subscriptions, contracts, rights or other arrangements or commitments
obligating Company or Bank to issue or sell any additional shares of Bank's
capital stock nor are there outstanding any securities, debts, obligations or
rights which are convertible into or exchangeable for shares of capital stock
or any other equity security of Bank.

4.7 Government Regulation. Company and Bank hold all material licenses,
certificates, permits, franchises and rights from all appropriate federal,
state or other public authorities necessary for the lawful conduct of their
respective businesses and ownership of their respective properties. Company and
Bank have substantially complied with all material federal, state and local
statutes, regulations, ordinances or rules applicable to the ownership of their
respective properties or the conduct of their respective businesses.

4.8 Financial Statements. The Company has previously delivered to Gold and Sub
balance sheets for the Company as of June 30, 1998, December 31, 1997 and
December 31, 1996, the statements of earnings for the period ended June 30,
1998 and for the years ended December 31, 1997 and December 31, 1996, the
balance sheet and statement of earnings for the Bank as of June 30, 1998 and
for the period then ending, and all related schedules and notes to the
foregoing (collectively the "Company Financial Statements"). Although such
statements have not been certified as of the date hereof by independent
certified public accountants, the Company Financial Statements have been
prepared (except for the absence of notes thereto) in accordance with generally
accepted accounting principles and practices required by applicable bank
regulatory agencies that were applied on a consistent basis, and present fairly
in all material respects the financial position, results of operation and
changes of financial position of Company or the Bank, as applicable, as of
their respective dates and for the periods indicated. Company has no material
liabilities or obligations of a type which would be included in a balance sheet
prepared in accordance with regulatory accounting principles whether related to
tax or non-tax matters, accrued or contingent, due or not yet due, liquidated
or unliquidated, or otherwise, except as and to the extent disclosed or
reflected in the balance sheet of Company as of June 30, 1998, or incurred
since June 30, 1998, in the ordinary course of business.

4.9 Legal Proceedings. There are as of the date hereof no actions, suits,
claims, demands or other proceedings or investigations, either judicial or
administrative, pending or, to the best knowledge of Company, threatened
against or affecting the properties, assets, rights or business of Company or
Bank or the right to carry on or conduct their respective businesses, nor are
there to the best knowledge of Company any grounds therefor, which, if
adversely determined, would in the aggregate materially adversely affect the
business, operations, properties or financial condition of Company or Bank.
There are as of the date hereof no actions, suits, claims, demands or other
proceedings or investigations, either judicial or administrative, pending or,
to the best knowledge of Company, threatened which will or could prevent or
interfere with the consummation of the transactions contemplated by this
Agreement. The Company agrees to advise Gold and Sub if at any time between the
date hereof and the Effective Time, any legal proceeding as described in this
paragraph is initiated or, to the best knowledge of Company, threatened.

4.10 Title to Assets. Except for securities pledged to secure public funds
deposits or subject to customer repurchase agreements entered into in the
ordinary course of business, and leased property discussed below, Company and
Bank have good and marketable title to and possession of all of their

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respective real and personal properties and assets, in each case free and clear
of any liens, restrictions, encumbrances, rights, title and interests of
others, except for other real estate owned and except as reflected on their
respective financial statements and except for the lien of current taxes,
covenants and restrictions of record, and other minor imperfections of title
not affecting marketability, which liens, covenants, restrictions and
imperfections do not materially affect the value of such property and do not
interfere with the use made of such property by Company and Bank. The real and
personal properties and assets held under lease by Company and Bank are held by
them under valid, subsisting and enforceable leases with such exceptions as do
not interfere with the use made of such properties and assets by Company and
Bank. No consent is necessary under the terms of any such lease in connection
with the consummation of the transactions contemplated hereby.

4.11 Undisclosed Liabilities. As of the date hereof, neither Company nor Bank
have any debt, liability or obligation (whether accrued, contingent, absolute
or otherwise) of the nature which would customarily be included in a corporate
balance sheet or the notes thereto prepared in accordance with regulatory
accounting principles that is not reflected or reserved against in the Company
Financial Statements or was not incurred in the ordinary course of their
business.

4.12 Taxes. The Company and Bank have timely filed all tax returns required to
be filed by them, and the Company and Bank have timely paid and discharged all
taxes due in connection with or with respect to the filing of such tax returns
and have timely paid all other taxes as are due, except such as are being
contested in good faith by appropriate proceedings and with respect to which
the Company is maintaining reserves adequate for their payment. To the best
knowledge of the Company, the liability for taxes set forth on each such tax
return adequately reflects the taxes required to be reflected on such tax
return. Neither the IRS nor any other governmental entity or taxing authority
or agency is now asserting, either through audits, administrative proceedings,
court proceedings or otherwise, or, to the best of Company's knowledge,
threatening to assert against Company or Bank any deficiency or claim for
additional taxes. Neither the Company nor Bank has granted any waiver of any
statute of limitations with respect to, or any extension of a period for the
assessment of, any tax. There are no tax liens on any assets (excluding OREO
properties) of the Company or Bank. Neither the Company nor Bank has received a
ruling or entered into an agreement with the Internal Revenue Service or any
other governmental entity or taxing authority or agency.

4.13 Contracts. Neither Company nor Bank is party to or bound by any:

(a) employment contract or letter or other writing or oral agreement
relating to employment;

(b) bonus, deferred compensation, savings, profit sharing, severance pay,
pension or retirement plan or arrangement, except for the Plans referenced
in Section 4.16 hereof;

(c) material lease or license with respect to any property, real or
personal, whether Company or Bank is landlord or tenant, licensor or
licensee, involving a liability or obligation of Company or Bank as obligor
in excess of $5,000 on an annual basis;

(d) agreement, contract or indenture relating to the borrowing of money by
Company or any subsidiary, excluding deposit obligations, obligations under
certificates of deposit, letters of credit, items in the process of
collection, commitments to loan or discount, endorsements made for
collection and guarantees made in the ordinary course of business;

(e) agreement with any present or former officer, director or stockholder
of Company or Bank; or

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<PAGE>

(f) other contract, agreement or other commitment which is material to the
business, operations, property, prospects or assets or to the condition,
financial or otherwise, of Company or Bank or which involve a payment by
Company or Bank of more than $5,000 on an annual basis.

4.14 Regulatory Reports; Examinations. Company and Bank have timely filed all
material reports, registrations and statements, together with any amendments
required to be made with respect thereto, with all governmental or regulatory
authorities, agencies, courts, commissions or other entity ("Governmental
Entity") and have paid all fees and assessments due and payable in connection
therewith. Except for normal examinations conducted by a Governmental Entity in
the regular course of the business of Company and Bank, no Governmental Entity
has initiated any proceeding or, to the best knowledge of Company,
investigation into the business or operations of Company or Bank. There is no
unresolved material violation, criticism, or exception by any Governmental
Entity with respect to any written report or statement relating to any
examinations of Company or Bank. Company has made available to Gold all reports
of examinations conducted by any Governmental Entity with respect to Company
and/or Bank, during the preceding three (3) years. Company will also make
available to Gold and Sub any subsequent reports of examination received from
any Government Entity between the date hereof and the Effective Time.

4.15 Conduct. From June 30, 1998 until the date hereof:

(a) There has been no material adverse change in the financial condition
of, or in the properties, assets, liabilities, rights or business, taken as
a whole, of Company or Bank or in the relationship of Company or Bank with
respect to their employees, creditors, suppliers, distributors, customers
or others with whom they have business relationships ("Material Adverse
Effect").

(b) The business affairs of Company and Bank have been conducted and
carried on only in their ordinary and regular course of business, and
Company and Bank have not incurred or become subject to any liabilities or
obligations other than those incurred in their ordinary course of business,
those incurred pursuant to existing contracts included on the Company
Disclosure Schedule and those incurred pursuant to commitments permitted
hereby.

(c) Neither Company nor Bank have entered into any employment contract or
agreement of any nature with any director, officer or salaried employee,
paid any or made any accrual or arrangement for payment of bonuses or
special compensation of any kind or any severance or termination pay to any
of their officers, employees or directors, increased the rate of
compensation, if any, or instituted or made any material increase in any
officer's, employee's or director's welfare, retirement or similar plan or
arrangement, other than merit increases made in accordance with past
practices and procedures.

4.16 Compliance with ERISA. Neither Company nor Bank has established,
maintained or contributed at any time during the five-year period ending as of
the Effective Time to any employee benefit plan (as defined in Sections 3(3) or
3(37) of the Employment Retirement Income Security Act of 1974 ("ERISA")) or
any other plan with respect to which any governmental filings are required,
except for the plans listed on the Company Disclosure Schedule (collectively,
the "Plans"). A true and accurate copy of each of the Plans, any related trust
agreements and each of the amendments thereto has been provided to Gold
together with (i) all determination letters received in respect of any

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<PAGE>

qualified plans, and (ii) all required reports and supporting schedules filed
with any government agency in respect of the Plans for the three most recent
years ending on or before the date hereof. To Company's knowledge as sponsor of
the Plans, the Plans and each fiduciary (as defined in Section 3(21) of ERISA)
of the Plans are in compliance in all material respects with all applicable
requirements (including nondiscrimination requirements in effect as of the date
hereof) of the Internal Revenue Code of 1986 ("Code"), including, but not
limited to, Sections 79, 105, 106, 125, 401, 501, and 4975 of the Code. For
purposes of this Section 4.16, noncompliance with the Code or ERISA is material
if such noncompliance could have a Material Adverse Effect on the condition of
one or more of the Plans or of Company or Bank, either as of the Effective Time
or upon discovery of the noncompliance. To Company's knowledge as sponsor of
the Plans, all required contributions to the Plans through the date hereof have
been made. To Company's knowledge, Company and Bank (each with respect to the
Plans), as well as the Plans, have no material current or threatened liability
of any kind to any person, including but not limited to any government agency,
as of the date hereof, other than for the payment of benefits in the ordinary
course.

4.17 Defaults. Neither Company nor Bank is in material breach or material
default under any material agreement or commitment to which the Company or Bank
is a party, or under any loan agreement, note, security agreement, guarantee or
other document pursuant to or in connection with the Company's or Bank's
extension of credit; and to Company's knowledge, there has not occurred any
event which, after the giving of notice, the lapse time or otherwise, would
constitute any such default under, or result in any such breach of, any such
agreement, commitment or extension of credit.

4.18 Insurance. Complete and correct copies of all material policies of fire,
product or other liability, workers' compensation and other similar forms of
insurance owned or held by Company and Bank have been delivered or made
available to Gold. Subject to expirations and renewals of insurance policies in
the ordinary course of business, all such policies are in full force and
effect, all premiums with respect thereto covering all periods up to and
including the date as of which this representation is being made have been paid
(other than retrospective premiums which may be payable with respect to
worker's compensation insurance policies), and no notice of cancellation or
termination has been received with respect to any such policy. Such policies
are valid and enforceable policies. To the best knowledge of Company, the
insurance policies to which Company or Bank are parties are sufficient for
compliance with all material requirements of law and all material agreements to
which Company or Bank are parties and will be maintained by Company and Bank
until the Effective Time. Neither Company nor Bank has been refused any
insurance with respect to any material assets or operations, nor has coverage
been limited in any respect material to their operations by any insurance
carrier to which they have applied for any such insurance or with which they
have carried insurance during the last five (5) years.

4.19 Absence of Adverse Agreements. Neither the Company nor Bank is a party to
any agreement or instrument or any judgment, order or decree or any rule or
regulation of any court or other governmental agency or authority which
materially and adversely affects or is reasonably likely to result in a
Material Adverse Effect on the financial condition, results of operations,
assets, business or prospects of the Company or Bank, taken as a whole.

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<PAGE>

4.20 Internal Controls and Records. The Company and Bank maintain books of
account which accurately and validly reflect, in all material respects, all
loans, mortgages, collateral and other business transactions and maintain
accounting controls sufficient to ensure that all such transactions are (a) in
all material respects, executed in accordance with its management's general or
specific authorization, and (b) recorded in conformity with generally accepted
accounting principles. The Company has furnished to Gold all of Company's and
Bank's written internal policies and procedures that are identified on the
Company Disclosure Schedule.

4.21 Loans. (a) Bank is not a party to any written or oral loan agreement, note
or borrowing arrangement which has been classified as "substandard",
"doubtful," "loss," "other loans especially mentioned" or any comparable
classifications by Company or Bank or banking regulators except as previously
disclosed to Gold; (b) neither Company nor Bank is a party to any written or
oral loan agreement, note, or borrowing arrangement, including any loan
guaranty, with any director or executive officer of Company or Bank, or any
person, corporation or enterprise controlling, controlled by or under common
control with any of the foregoing; (c) to the best knowledge of Company neither
Company nor Bank is a party to any written or oral loan agreement, note or
borrowing arrangement in violation of any law, regulation or rule of any
governmental authority.

4.22 Environmental Laws. To the best knowledge of the Company: (i) the
operations of Company and Bank comply in all material respects with all
applicable past and present federal, state and local environmental statutes and
regulations and neither the condition of any property owned by Company or Bank
nor the operation of the business of any of such entities violates in all
material respects any applicable federal, state or local environmental statute
or regulation; (ii) none of the operations of Company or Bank is subject to any
judicial or administrative proceeding alleging the violation of any federal,
state or local environmental health or safety statute or regulation nor is it
the subject of any claim alleging damages to health or property pursuant to
which the Company or Bank may be liable; (iii) none of the operations of nor
any of the properties owned by Company or Bank is the subject of any federal,
state or local investigation in evaluating whether any remedial action is
needed to respond to a release or threatened release of any hazardous waste or
substance from whatever source; (iv) no condition or event has occurred which,
with notice or the passage of time or both, would constitute a violation of any
federal, state or local environmental law and at no time has the Company or
Bank stored or used any pollutants, contaminants or hazardous or toxic waste,
substances or materials on or at any location owned by Company or Bank; (v)
there are no underground storage tanks now or heretofore located on any real
property owned by Company or Bank; (vi) neither Company nor Bank has ever been
notified by either a federal, state or local governmental authority, or any
private party, that Company or Bank is a potentially responsible party for
remedial costs spent addressing the release, or threat of a release, of a
hazardous substance and to the environment pursuant to the Comprehensive
Environmental Response, Compensation or Liability Act, 42 U.S.C. (S)(S) 9601,
et seq. or any corresponding state law.

Gold may obtain at its option and expense an environmental audit of all
properties and assets of Company and Bank whether directly owned or classified
as other real estate owned. Such environmental audit shall constitute a part of
the due diligence process, should Gold choose to pursue it, and if Gold
determines in its sole discretion that such environmental audit reflects the
potential of

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<PAGE>

a material environmental problem with respect to any of the properties or
assets of Company or Bank, then Gold may deem the due diligence unsatisfactory
and terminate this Agreement under the terms of Section 9.1 hereinafter.

4.23 Broker's Fees. Neither Company nor Bank nor any of their respective
officers or directors has employed any broker or finder or incurred any
liability for any broker's fees, commissions or finder's fees in connection
with any of the transactions contemplated by this Agreement.

4.24 Labor Matters. To the best knowledge of Company, (a) Company and Bank are
in compliance in all material respects with all applicable laws respecting
employment and employment practices, terms and conditions of employment and
wages and hours, and are not engaged in any unfair labor practice; (b) there is
no unfair labor practice complaint against Company or Bank pending before the
National Labor Relations Board; (c) there is no labor strike, dispute,
slowdown, representation campaign or work stoppage actually pending or
threatened against or affecting Company or Bank; (d) no grievance or
arbitration proceeding arising out of or under collective bargaining agreements
is pending and no claim therefor has been asserted against Company or Bank; and
(e) neither Company nor Bank is experiencing any material work stoppage.

4.25. Information Supplied. None of the information supplied or to be supplied
by Company or Bank for inclusion or incorporation by reference in (i) the
Registration Statement will, at the time the Registration Statement is filed
with the SEC and at the time it becomes effective under the Securities Act,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and (ii) the proxy statements of Gold and the Company will, at
the date of mailing to the respective stockholders of Gold and the Company and
at the times of the respective meetings of stockholders of Gold and the Company
to be held in connection with the Merger, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, other than
information supplied by Gold or Sub.

4.26 Full Disclosure. No statement contained in any document, certificate, or
other writing furnished or to be furnished by or at the direction of Company or
Bank to Gold in, or pursuant to the provisions of, this Agreement contains or
shall contain any untrue statement of a material fact or omits or shall omit to
state any material fact necessary, in light of the circumstances under which it
was made, in order to make the statements herein or therein not misleading.

ARTICLE V

Covenants of Company

5.1 Affirmative Covenants of the Company. Unless the prior written consent of
Gold shall have been obtained, and which consent will be given or denied within
five (5) business days of receipt of written request for such consent, and
except as otherwise expressly contemplated herein, the Company shall and shall
cause Bank to (i) operate its business only in the usual, regular, and ordinary
course; (ii) preserve intact its business organization and assets and maintain
its rights and franchises; (iii) maintain as valid and enforceable all policies
of insurance as referenced in Section

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<PAGE>

4.18 herein; and (iv) take no action which would (a) materially adversely
affect the ability of any party to obtain any consents required for the
transactions contemplated hereby, (b) would prevent the transactions
contemplated hereby, including the Merger, from qualifying as a reorganization
within the meaning of Section 368(a) of the Code, or (c) materially adversely
affect the ability of any party to perform its covenants and agreements under
this Agreement.

5.2 Negative Covenants of the Company. Except as specifically permitted by this
Agreement or as disclosed on the Company Disclosure Schedule, from the date of
this Agreement until the earlier of the Effective Time or the termination of
this Agreement, the Company covenants and agrees that it will not do or agree
to commit to do, or permit Bank to do or agree to commit to do, any of the
following without the prior written consent of Gold, which consent shall not be
unreasonably withheld and which consent will be given or denied within three
(3) business days of receipt of written request for such consent:

(a) make any single loan (or series of loans to the same or related
entities or persons) or any commitment (verbal or written) for a loan (or
series of commitments to the same or related entities or persons) in an
amount greater than $500,000.00 other than renewals of existing loans or
commitments to loan;

(b) purchase or invest in any securities, other than U.S. government
obligations or other securities backed by the full faith and credit of the
United States having a maturity of not more than two years from the date of
purchase;

(c) amend or adopt any employee benefit plan or grant any increase in the
rates of pay of their employees or any increase in the compensation payable
or to become payable, if any, to any director, officer, employee or agent
thereof, or contribute to any pension plan or otherwise increase in any
amount the benefits or compensation of any such directors, officers or
employees of Company or Bank under any pension plan or other contract or
commitment except for merit increases in accordance with past practices;

(d) make any capital expenditure or enter into any material contract or
commitment (except loan commitments as permitted in Subparagraph (a) of
this Section 5.2); involving an obligation or commitment in excess of
$15,000 or engage in any transaction not in their usual and ordinary course
of business and consistent with past practices;

(e) except as set forth in Section 7.6 hereinafter, declare or pay any
dividend or make any other distribution in respect of any capital stock of
Company or Bank, split, combine or reclassify any shares of its capital
stock or, directly or indirectly, redeem, purchase or otherwise acquire any
share of the capital stock of the Company or Bank;

(f) amend the Articles of Incorporation or Bylaws of either of the Company
or Bank or make any change in the authorized, issued or outstanding capital
stock (or any change in the par value thereof) of Company or Bank;

(g) acquire or purchase any assets of or make any investment in any
financial institution other than the purchase of loans or participations
therein in the ordinary course of business, but subject to Section 5.2(a);

(h) enter into any new line of business;

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<PAGE>

(i) acquire or agree to acquire, by merging or consolidating with, or by
purchasing a substantial equity interest in or a substantial portion of the
assets of, or by any other manner, any business or any corporation,
partnership, association or other business organization or division
thereof, or otherwise acquire any assets, which would be material,
individually or in the aggregate, to Company or Bank, other than in
connection with foreclosures, settlements in lieu of foreclosure or
troubled loan or debt restructuring in the ordinary course of business
consistent with prudent banking practices;

(j) take any action that is intended or may reasonably be expected to
result in any of its representations and warranties set forth in this
Agreement being or becoming untrue in any material respect, or in any of
the conditions to the Merger set forth in Article VII not being satisfied,
or in a violation of any provisions of this Agreement except, in every
case, as may be required by applicable law;

(k) change its methods of accounting in effect on the date hereof, except
as required by changes in generally accepted accounting principles ("GAAP")
or regulatory accounting principles;

(l) other than activities in the ordinary course of business consistent
with prior practice, sell, lease, encumber, assign or otherwise dispose of
any of its material assets or properties;

(m) file any application to relocate or terminate the operations of any
banking office;

(n) make any equity investment or commitment to make such an investment in
real estate or in any real estate development project, other than in
connection with foreclosures, settlements in lieu of foreclosure or
troubled loan or debt restructuring in the ordinary course of business
consistent with prudent banking practices;

(o) create, renew, amend or terminate or give notice of a proposed renewal,
amendment or termination of, any material contract, agreement or lease for
goods, services or office space to which the Company or Bank is a party or
by which the Company or Bank or their respective properties is bound; or

(p) make any new loan or new extension of credit, or commit to make any
such loan or extension of credit, to any director or officer of the Company
or Bank without giving Gold five (5) days' notice in advance of the
Company's or Bank's approval of such loan or extension of credit or
commitment relating thereto.

(q) cause, or allow, on the Closing Date, the reserve for loan and lease
loss of Bank to be less than $1,591,847 or the total indebtedness of the
Company to exceed $887,500, as determined on the basis of the June 30, 1998
financial statements of the Bank and the Company delivered to Gold.

5.3 Inspection. Between the date hereof and the Closing Date and upon
reasonable notice, Gold and its authorized representatives shall be permitted
full access during regular business hours to all properties, books, employees,
records, contracts and documents of Company and Bank. The Company shall furnish
to Gold and its authorized representative all information with respect to the
affairs of Company and Bank as Gold may reasonably request.

5.4 Financial Statements and Call Reports. From and after the date hereof
through the Closing Date, Company shall deliver to Gold monthly reports of
condition and income statements of Bank and shall deliver to Gold copies of the
call reports for Bank as filed with any regulatory agency promptly after such
filing.

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5.5 Right to Attend Meetings. Company and Bank shall allow a representative of
Gold to attend as an observer all meetings of the Board of Directors of Company
and Bank and all meetings of the committees of each such board, including,
without limitation, the audit and executive committees thereof and any other
meetings of Company or Bank officials at which policy is being made; provided,
however, that representatives of Gold shall not be allowed to attend any
meeting or portion of any meeting at which Company or Bank officials discuss
this Agreement and the transactions contemplated hereby. Company and Bank shall
give reasonable notice to Gold of any such meeting and, if known, the agenda
for or business to be discussed at such meeting. Company and Bank shall provide
to Gold all information provided to the directors on all such boards and
committees in connection with all such meetings or otherwise provided to the
directors and shall provide any other financial reports or other analyses
prepared for senior management of Company or Bank.

5.6. Data Processing. Prior to the Effective Time the Company shall cooperate
with Gold in taking those planning actions necessary to be in a position to
convert its data processing procedures and formats to procedures and formats
used by Gold as soon as practicable after the Effective Time. All such data
processing conversion shall be at Gold's expense. Gold shall provide such
assistance and consultation as Company may reasonably require in such planning
process.

5.7 No Solicitation. Neither Company nor Bank nor any affiliates, associates,
agents, or others acting for or on behalf of Company or Bank shall, directly or
indirectly, make, encourage, facilitate, solicit, assist or initiate any
inquiry or proposal, or participate in any negotiations with, or provide any
information to, any corporation, partnership, agent, attorney, financial
adviser, person, or other entity or group (other than (a) Gold, Sub, an
affiliate or associate of Gold or Sub or an officer, employee or other
authorized representative of Gold, Sub or such affiliate or associate or (b)
the Company's counsel, accountants and financial adviser solely for use in
connection with the transactions contemplated hereby) relating to any (i)
liquidation, dissolution, recapitalization, merger or consolidation of the
Company or Bank, (ii) sale of a significant amount of assets of the Company or
Bank, (iii) purchase or sale of shares of capital stock of the Company or Bank,
or (iv) any similar transactions involving Company or Bank, other than the
transactions contemplated by this Agreement. Company shall immediately cease
and cause to be terminated any and all such contacts and negotiations with
respect to any such transaction. Company shall immediately inform Gold and Sub
of any inquiry, proposal or request for information (including the terms
thereof and the person making such inquiry) which it may receive in respect of
such a transaction.

5.8 Regulatory Approvals. Subject to the terms and conditions of this
Agreement, Company agrees to use its reasonable best efforts to cooperate with
Gold in Gold's efforts to secure as expeditiously as practicable all the
necessary approvals, regulatory or otherwise, needed to consummate the
transactions contemplated herein.

5.9 Information. Company shall provide such information and answer such
inquiries as Gold may reasonably request or make concerning the subject matter
of the representations and warranties of Company herein.

5.10 Tax Free Reorganization Treatment. Company shall not intentionally take or
cause to be taken any action, whether before or after the Effective Time, which
would disqualify the Merger as a tax free "reorganization" within the meaning
of Section 368(a) of the Code.

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5.11 Accounting Matters. Neither the Company nor any of its "affiliates" (for
purposes of pooling of interests accounting treatment) shall take or cause to
be taken any action, whether before or after the Effective Time, that would
prevent the accounting for the transactions contemplated by the Agreement as a
pooling of interests in accordance with GAAP and applicable SEC regulations.

ARTICLE VI

Covenants of Gold and Sub

6.1 Regulatory Approvals. Subject to the terms and conditions of this
Agreement, Gold and Sub agree to use their reasonable best efforts to secure as
expeditiously as practicable all the necessary approvals, regulatory or
otherwise, needed to consummate the transactions contemplated herein and agree
to exercise best efforts to file applications relating to such approvals within
thirty (30) days from the date hereof or as soon thereafter as is reasonably
possible. Gold and Sub shall provide to Company's counsel a copy of all
applications for such approvals and shall keep such counsel or the Company
advised of the status of the regulatory review process.

6.2 Information. Gold and Sub shall provide such information and answer such
inquiries, as the Company may reasonably request or make concerning the subject
matter of the representations and warranties of Gold and Sub herein.

6.3 Tax Free Reorganization Treatment. Neither Gold nor Sub shall intentionally
take or cause to be taken any action, whether before or after the Effective
Time, which would disqualify the Merger as a tax free "reorganization" within
the meaning of Section 368(a) of the Code.

6.4 Employee Benefits. Employees of Company or Bank shall be eligible to
participate in all Gold employee welfare benefit plans in accordance with their
terms, and for such purpose all service of such employees with the Company and
Bank shall be counted as service with Gold.

6.5 Registration Rights Agreements. Gold will properly execute and date as of
the Closing Date the registration rights agreement, in substantially the form
of Exhibit 8.8 attached to this Agreement (the "Registration Rights
Agreement").

6.6 Ordinary Course. Gold and Sub shall carry on their respective businesses in
the usual, regular and ordinary course in all material respects, in
substantially the same manner as heretofore conducted, and shall use all
reasonable efforts to preserve intact their present lines of business, maintain
their rights and franchises and preserve their relationships with customers and
others having business dealings with them to the end that their ongoing
businesses shall not be impaired in any material respect at the Effective Time.

6.7 Governing Documents. Except to the extent required to comply with their
respective obligations hereunder, required by law or required by the rules and
regulations of NASDAQ, Gold and Sub shall not amend in any material respect
their respective articles of incorporation, by-laws or other governing
documents.

6.8 Acquisitions. Other than acquisitions in existing or related lines of
business of Gold the fair market value of the total consideration (including
the value of indebtedness or other liability acquired or assumed) for which
does not exceed $56,000,000 per acquisition and other than pending

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acquisitions, Gold, shall not, and shall not permit its subsidiaries to,
acquire or agree to acquire by merging or consolidating with, or by purchasing
a substantial equity interest in or a substantial portion of the assets of, or
by any other manner, any business or any corporation, partnership, association
or other business organization or division thereof or otherwise acquire or
agree to acquire any assets (other than the acquisition of assets used in the
ordinary course); provided, however, that the foregoing shall not prohibit (x)
internal reorganizations or consolidations involving existing subsidiaries of
Gold or (y) the creation of new subsidiaries of Gold organized to conduct or
continue activities otherwise permitted by this Agreement.

ARTICLE VII

Conditions Precedent to Gold's Obligations

The obligations of Gold and Sub to consummate the transactions hereunder shall
be subject to the satisfaction on or before the Closing Date of all of the
following conditions, except such conditions as Gold or Sub may waive in
writing:

7.1 Representations, Warranties and Covenants. All representations and
warranties of Company contained in this Agreement shall be true and correct in
all material respects on and as of the Closing Date, except for changes
permitted by or contemplated by this Agreement and except to the extent that
any such representation or warranty is made solely as of a specified date.
Company shall have performed all agreements and covenants in all material
respects required by this Agreement to be performed on or prior to the Closing
Date and Gold shall have received a certificate signed by an executive officer
of the Company, dated the Closing Date, to the foregoing effect.

7.2 Material Actions; Debts or Defaults. On the Closing Date, there shall not
be: (i) except as set forth on the Company Disclosure Schedule, any actions,
suits, claims, demands or other proceedings or investigations, either judicial
or administration, pending or, to the knowledge of Company or Bank, threatened
against or affecting the properties, assets, rights or business of Company or
Bank or the right to carry on or conduct their respective businesses that, if
adversely determined, would have a Material Adverse Effect; (ii) any debt,
liability or obligation of Company or Bank (whether accrued, contingent,
absolute or otherwise) required to be reflected in a corporate balance sheet or
the notes thereto that is not reflected or reserved against in their respective
financial statements or was not incurred in ordinary course of their respective
businesses; or (iii) any material breach or material default of Company or Bank
under any material agreement or commitment to which either is a party.

7.3 Adverse Changes. From the date hereof to the Closing Date, there will have
been no material adverse change in the financial condition of, or in the
properties, assets, liabilities, rights or business, taken as a whole, of
Company or Bank, and taking into account for this purpose the proceeds of any
applicable insurance.

7.4 Regulatory Authority Approval. Orders, consents and approvals in form and
substance reasonably satisfactory to Gold shall have been entered by or
obtained from the appropriate regulatory authorities authorizing consummation
of the transactions contemplated hereby pursuant to the provisions of the Bank
Holding Company Act and any other applicable federal or state banking

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regulatory statute or rule, and no such order, consent or approval shall be
conditioned or restricted in any manner which in the reasonable judgment of
Gold would materially adversely affect the operations of or be unduly
burdensome to Gold.

7.5 Litigation. At the Closing Date, there shall not be pending or threatened
litigation in any court or any proceeding by any governmental commission, board
or agency which Gold reasonably believes could reasonably result in
restraining, enjoining or prohibiting the consummation of this Agreement.

7.6 Financial Measures. The parties agree that prior to the Closing Date, the
Company may make a dividend distribution to its stockholders subject to the
limitation that such distribution shall not exceed the federal and state income
taxes payable by the stockholders of the Company on the consolidated earnings
of Bank and Company for the period from July 1, 1998 through the earlier of
September 30, 1998 or Closing Date; provided, however, that for purposes of
determining the amount of tax payable by the Company's stockholders on such
earnings, the combined federal and state income tax shall not exceed 40%.

7.7 Approval by Stockholders. The stockholders of the Company and Gold shall
have duly approved this Agreement and the other transactions contemplated
hereby to the extent required by applicable requirements of law, the NASDAQ
Rules and the respective Articles of Incorporation and bylaws of the Company
and Gold.

7.8 Tax Representations. Each stockholder of Company owning more than 10% of
the outstanding Company Common Stock shall have made those representations
reasonably requested by counsel and necessary to enable them to render the
opinion described in Section 7.11 hereof.

7.9 Affiliate Agreements. Each person who is an "affiliate" (for purposes of
Rule 145 under the Securities Act and for pooling-of-interests accounting
treatment) of the Company and Bank at the time this Agreement is submitted to
approval of the stockholders of the Company and Bank shall deliver to Gold a
letter in substantially the form set forth in Exhibit 7.9 (the "Affiliate
Letter").

7.10. Satisfactory Due Diligence. Representatives of Company and Bank have
cooperated with Gold, Sub and representatives of Gold and Sub in conducting its
due diligence in accordance with the terms of Section 5.3 above.

7.11 Federal Tax Opinion. Gold shall have received an opinion of Blackwell
Sanders Peper Martin LLP, counsel to Gold ("Gold's Counsel"), in form and
substance reasonably satisfactory to Gold, dated the Closing Date, stating that
the Merger will be treated as a tax-free reorganization within the meaning of
Section 368(a) of the Code.

7.12 Opinion of Counsel. Gold shall have received an opinion of Crowe &
Dunlevy, ("Company's Counsel"), dated the Closing Date, in form and substance
reasonably satisfactory to Gold covering the matters set out in Exhibit 7.12
hereto.

7.13 Qualification for Pooling-of-Interest Treatment. Gold shall have received
an opinion from KPMG Peat Marwick LLP that this transaction will qualify for
pooling-of-interest accounting treatment and that all conditions applicable
thereto (including limitation of any cash consideration paid by Gold hereunder
and absence of any capital transactions involving any parties hereto) have been
met.

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ARTICLE VIII

Conditions Precedent to Obligation
of Company and Bank

The obligations of Company to consummate the transactions contemplated
hereunder shall be subject to satisfaction on or before the Closing Date of all
of the following conditions, except such conditions as Company may waive in
writing:

8.1 Representations, Warranties and Covenants. All representations and
warranties of Gold and Sub contained in this Agreement shall be true in all
material respects on and as of the Closing Date, except to the extent that any
such representation or warranty is made solely as of a specified date, and Gold
shall have performed all agreements and covenants in all material respects
required by this Agreement to be performed on or prior to the Closing Date, and
Company shall have received a certificate signed by an executive officer of
Gold, dated the Closing Date, to the foregoing effect.

8.2 Regulatory Authority Approval. Orders, consents and approvals in form and
substance reasonably satisfactory to Company shall have been entered by or
obtained from the appropriate regulatory authorities authorizing consummation
of the transactions contemplated by this Agreement pursuant to the provisions
of the Bank Holding Company Act and any other applicable federal or state
banking regulatory statute or rule.

8.3 Litigation. There shall not be pending or threatened litigation in any
court or any proceeding by any governmental commission, board or agency which
Company believes could reasonably result in restraining, enjoining or
prohibiting the consummation of the transactions contemplated by this
Agreement.

8.4 Approval by Stockholders. The stockholders of the Company and Gold shall
have duly approved and adopted this Agreement, the Merger and the transactions
contemplated hereby to the extent required by applicable requirements of law,
the NASDAQ Rules and the respective Articles of Incorporation and Bylaws of the
Company and Gold.

8.5 Adverse Changes. From the date of this Agreement to the Closing Date, there
will have been no material adverse change in the financial condition,
properties, assets, liabilities, rights, business or prospects of Gold.

8.6. Federal Tax Opinion. The Company shall have received, at Gold's expense,
an opinion of Gold's Counsel, addressed to the Company and its stockholders in
form and substance reasonably satisfactory to the Company and Company's
Counsel, dated the Closing Date, to the effect that the Merger will be a tax-
free reorganization under Section 368(a) of the Code and that to the extent
Company stockholders receive solely Gold Common Stock in exchange for shares of
Company Common Stock, such holders of Company Common Stock will receive
"tacked" holding periods and will incur no income tax liability.

8.7. Opinion of Counsel. Company shall have received, at Gold's expense, an
opinion of Gold's Counsel, dated the Closing Date, in form and substance
reasonably satisfactory to Company, covering the matters set out in Exhibit 8.7
hereto.

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8.8 Registration Rights Agreement. The Company shall have received the
Registration Rights Agreement properly executed and dated as of the Closing
Date.

ARTICLE IX

Termination of Agreement; Indemnification

9.1 Basis for Termination. Notwithstanding any other provision of this
Agreement, this Agreement and the transactions contemplated hereby may be
terminated at any time prior to the Closing Date:

(a) by mutual consent in writing of the parties hereto; or

(b) by Gold upon written notice to Company if any regulatory approval of
the transactions contemplated under the terms of this Agreement shall be
denied or if any such regulatory approval shall be conditioned or
restricted in any manner which in the reasonable judgment of Gold would
materially adversely affect the operations of or would be unduly burdensome
to Gold; or

(c) by Gold upon written notice to Company, in the event that the Board of
Directors of the Company shall (i) have failed to recommend to its
stockholders the approval of the Merger and the transactions contemplated
by this Agreement, to the exclusion of any other tender offer or exchange
offer or any proposal for a merger, acquisition of all of the stock or
assets of, or other business combination involving the acquisition of the
Company or Bank or the acquisition of a substantial equity interest in, or
a substantial portion of the assets of, the Company or Bank (an
"Acquisition Proposal"), or (ii) have resolved not to recommend to its
stockholders the approval of the Merger, or (iii) have affirmed,
recommended or authorized entering into any other Acquisition Proposal or
other transaction involving a merger, share exchange, consolidation or
transfer of substantially all of the assets of the Company or Bank, or (iv)
failed to call and hold a special stockholders' meeting of the Company for
purposes of voting on the approval of the Merger and the transactions
contemplated hereby; or

(d) by Gold or Company (provided that the terminating party is not then in
material breach of any representation, warranty, covenant, or other
agreement contained in this Agreement) in the event the stockholders of
Gold fail to vote their approval of the matters relating to this Agreement
and the transactions contemplated hereby; or

(e) by Gold or Company in the event the stockholders of the Company fail to
vote their approval of the matters relating to this Agreement and the
transactions contemplated hereby; or

(f) by Gold or Company (provided that the terminating party is not then in
material breach of any representation, warranty, covenant, or other
agreement contained in this Agreement) if the other party has materially
breached this Agreement and has not cured such breach within the earlier of
(i) 10 days after the nonbreaching party shall have given notice to the
breaching party of the existence of such breach or (ii) the Closing Date;
or

(g) by Gold or Company (provided that the terminating party is not then in
material breach of any representation, warranty, covenant, or other
agreement contained in this Agreement) upon written notice to the other of
any other condition imposed for the benefit of the notifying party, other
than the approval of stockholders of the other entity, that shall not have
been satisfied or waived prior to the Closing Date; or

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(h) by either Gold or Company if the Closing Date shall not have occurred
by December 31, 1998, unless Gold and Company agree in writing to extend
such deadline; provided that the terminating party is not then in material
breach of this Agreement; or

As used in this Section 9.1, actions contemplated as being taken by Gold or the
Company must be taken by their respective Board of Directors.

9.2 Effect of Termination. Except as provided in Sections 11.1(b) and (d), in
the event of termination of this Agreement for any reason set forth in Sections
9.1 (a), (b), (d) or (g), no party hereto shall have any liability to the other
of any nature whatsoever, including any liability for loss, damages or expenses
suffered or claimed to be suffered by reason thereof.

In the event Gold and Sub have performed all of their obligations hereunder and
all conditions precedent to the obligation of Company to close have been met or
waived in writing by Company, but Company fails or otherwise refuses to close,
then Gold shall be entitled to enforce the terms hereof by an action seeking
specific performance. Such right is not exclusive and shall not preclude Gold
from also pursuing an action to recover any and all damages resulting from the
Company's default hereunder. All remedies available to Gold hereunder or by law
are cumulative.

In the event Company has performed all of its obligations hereunder and all
conditions precedent to the obligations of Gold and Sub to close have been met
or waived in writing by Gold and Sub, but Gold and Sub fail or otherwise refuse
to close, then Company shall be entitled to enforce the terms hereof by an
action seeking specific performance. Such right is not exclusive and shall not
preclude Company from also pursuing an action to recover any and all damages
resulting from the default by Gold and Sub hereunder. All remedies available to
Company hereunder or by law are cumulative.

9.3 Amendment. This Agreement may be amended by the parties hereto, by action
taken or authorized by their respective Boards of Directors, at any time before
or after approval of the matters presented in connection with the Merger by the
stockholders of Company and Gold, but, after any such approval, no amendment
shall be made which by law requires further approval by such stockholders
without such further approval. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

9.4 Extension; Waiver. At any time prior to the Effective Time, the parties
hereto, by action taken or authorized by their respective Board of Directors,
may, to the extent legally allowed, (a) extend the time for the performance of
any of the obligations or other acts of the other parties hereto, (b) waive any
inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant hereto and (c) waive compliance with any of the
agreements or conditions contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in a
written instrument signed on behalf of such party.

9.5 Indemnification by Company. The Company agrees to indemnify and hold
harmless Gold, Sub and the officers, stockholders and directors of each such
entity from and against and in respect of any and all damages, losses,
diminution of value, or expenses suffered or incurred by any such party
(whether as a result of third party claims, demands, suits, causes of action,
proceedings, investigations, judgments or liabilities or otherwise), including
costs of investigation in defense and

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reasonable attorneys' fees assessed, incurred or sustained by or against any of
them, with respect to or arising out of any breach of the representations,
warranties and/or covenants of the Company set forth herein.

9.6 Indemnification by Gold. Gold agrees to indemnify, defend and hold harmless
Company and the Bank, and the stockholders, directors, officers, employees,
agents and representatives of each such entity, from and against and in respect
of any and all damages, losses, diminution of value, or expenses suffered or
incurred by Company (whether as a result of third party claims, demands, suits,
causes of action, proceedings, investigations, judgments, liabilities or
otherwise), including costs of investigation and defense and reasonable
attorneys' fees assessed or incurred or sustained by or against Company or its
stockholders, with respect to or arising out of any breach of the
representations, warranties and covenants of Gold and Sub set forth herein.

9.7 Limitations on Indemnification. Notwithstanding anything herein contained
to the contrary, no person shall be entitled to indemnification under the
provisions of this Agreement: (i) unless such party shall have given written
notice to the indemnifying party setting forth its claim for indemnification in
reasonable detail, (ii) unless the total aggregate claims for indemnification
have exceeded $50,000.00 and (iii) to the extent that the aggregate amount of
all indemnification liability under Section 9.5 or Section 9.6, as applicable,
exceeds the total value of consideration provided (as of the Closing Date) by
Gold and Sub under Section 2.2 in exchange for Company Common Stock.

9.8 Procedure for Indemnification. If a party hereto becomes aware of an event
which gives rise to a claim for indemnification hereunder, such party shall
give the other party prompt notice of any such action, claim, liability,
assessment or notice of deficiency received by such party which might result in
any liability under this provision. Further, any party who may claim a right of
indemnification hereunder agrees to refrain from paying, settling or
compromising any such claim for which indemnification may be sought without
giving notice of same to the other party. If the other party wishes to contest
or defend such third party claim, then the party against whom the claim was
made shall be obligated to cooperate fully with such party in contesting and
preserving all rights with respect to such contest; provided, however, that if
the other party does not wish to challenge or contest such third party claim,
then the party against whom the claim was being made by settle same on terms
and conditions it deems to be the most favorable it can be obtained and then
asserting the indemnification claim against the other party hereto. When giving
a notice under this provision, a party may specify a time for a response from
the other party as to whether such other party wishes to contest or defend such
third party claim. Such deadline for response may be established consistent
with the facts and circumstances surrounding the situation. If a party
hereunder claims indemnification for a claim other than a third party claim,
the party seeking indemnification shall notify the indemnifying party in
writing of the basis for such claim setting forth the nature and amount of the
damages resulting from such claim. To the extent a party is deemed to have
ultimately been responsible for indemnification, then interest shall be deemed
to accrue on the unpaid amount of indemnification obligation at the prime rate
of interest announced from time to time by Exchange National Bank, such
interest to be calculated based on the actual number of days elapsed from the
date each indemnification obligation becomes due and owing until paid in full
and based on 365 day year.

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ARTICLE X

Securities Laws Matters

10.1 Registration Statement and Proxy Statement. Gold shall, at Gold's expense
(but subject to the terms of Section 11.1 hereinafter) as soon as practicable
prepare and file a registration statement on Form S-4 to be filed with the SEC
pursuant to the Securities Act for the purpose of registering the shares of
Gold Common Stock to be issued in the Merger (the "Registration Statement").
Company, Gold and Sub shall each provide promptly to the other such information
concerning their respective businesses, financial conditions, and affairs as
may be required or appropriate for inclusion in the Registration Statement or
the proxy statement to be used in connection with the special stockholders'
meetings of the Company and Gold and to be called for the purpose of
considering and voting on the Merger (the "Proxy Statement"). Company, Gold and
Sub shall each cause their counsel and auditors to cooperate with the other's
counsel and auditors in the preparation and filing of the Registration
Statement and the Proxy Statement. Gold shall not include in the Registration
Statement any information concerning Company or Bank to which Company shall
reasonably and timely object in writing. Gold, Sub and Company shall use their
reasonable best efforts to have the Registration Statement declared effective
under the Securities Act as soon as may be practicable and thereafter Company
and Gold shall distribute the respective Proxy Statement to its stockholders in
accordance with applicable laws and the NASDAQ Rules not fewer than 20 business
days prior to the date on which this Agreement is to be submitted to its
respective stockholders for voting thereon. If necessary, in light of
developments occurring subsequent to the distribution of the Proxy Statement,
Company and Gold shall mail or otherwise furnish to its stockholders such
amendments to the Proxy Statement or supplements to the Proxy Statement as may,
in the reasonable opinion of Gold, Sub or the Company, be necessary so that the
Proxy Statement, as so amended or supplemented, will contain no untrue
statement of any material fact and will not omit to state any material fact
required to be stated therein or necessary to make the statement therein, in
light of the circumstances under which they were made, not misleading, or as
may be necessary to comply with applicable law. For a period of at least two
years from the Effective Time, Gold shall make available "adequate current
public information" within the meaning of and as required by paragraph (c) of
Rule 144 adopted pursuant to the Securities Act.

10.2 State Securities Laws. The parties hereto shall cooperate in making any
filings required under the securities laws of any state in order either to
qualify or register the Gold Common Stock so it may be offered and sold
lawfully in such state in connection with the Merger or to obtain an exemption
from such qualification or registration.

10.3 Publication of Combined Financial Results. Gold will file with the
Securities and Exchange Commission a Periodic Report on Form 8K containing
financial statements which include no less than 30 days of combined operations
of Gold and the Company, ended on a normal closing date, as soon as practicable
after the Effective Time unless the first 30 day period of combined operations
is reflected in and ends on the normal closing date for an annual report on
Form 10K or quarterly report on Form 10Q.

10.4. Affiliates. Certificates representing shares of Gold Common Stock issued
to "Affiliates" (as defined in Rules 145 and 405 adopted under the Securities
Act) of the Company pursuant to this Agreement will be subject to stop transfer
orders (as reasonably required in connection with Rule

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145) and will bear a restrictive legend set out in the Affiliate Letter;
provided, however, that following publication of financial results covering at
least thirty (30) days of combined operations of Gold and the Company and upon
receipt of an opinion of counsel reasonably satisfactory to Gold that a
proposed sale, pledge, transfer or other disposition of a specified number of
shares of Gold Common Stock by an Affiliate will comply with or will be exempt
from the Securities Act, Gold shall, as promptly as practicable after receipt
of the stock certificates representing such Affiliate's Gold Common Stock (and
in any event within seven (7) business days after such receipt), direct the
Transfer Agent for the Gold Common Stock to remove the stock transfer order
related thereto and reissue a stock certificate evidencing such shares to the
Affiliate with such restrictive legend.

10.5. Indemnification. Gold agrees to indemnify and hold harmless the Company
and its stockholders, directors, officers, employees, representatives and
agents from and against any and all claims, liabilities, damages and expenses
(including reasonable attorneys' fees), whether arising under federal or state
securities or Blue Sky laws or otherwise, which may be asserted against any of
them and which arise as a result of any alleged act or failure to act, or any
alleged statement or omission, of Gold done or made in connection with the
Merger, Registration Statement, Proxy Statement, or any other statement or form
filed or required to be filed with the SEC or any state securities department
or delivered or required to be delivered to the holders of Company Common
Stock, except to the extent any such alleged act, failure to act, statement or
omission is a result of information provided by the Company or Bank or any
employee, officer, director, or stockholder of Company or Bank.

ARTICLE XI

Miscellaneous

11.1 Expenses.

(a) Except as provided elsewhere in this Agreement and as set forth herein,
each party shall be responsible for its own expenses in connection with
this transaction. Specifically, each party shall be responsible for their
own legal and accounting fees and any related costs or charges associated
with the negotiation, execution and consummation of this Agreement.

(b) Notwithstanding the foregoing, it is understood and agreed that the
Company shall pay up to an aggregate of $30,000 of the total cost of (i)
the certified audit of the consolidated balance sheets of the Company as of
December 31, 1996, December 31, 1997 and June 30, 1998 (if required) and
the statement of income for the periods then ended and (ii) the preparation
and filing of the Registration Statement and the Proxy Statement referenced
in Section 10.1 above.

(c) Notwithstanding the foregoing, if this Agreement is terminated (i) by
Gold pursuant to either of Sections 9.1(c) or (e) or (ii) by the Company
pursuant to Section 9.1(e), then the Company shall promptly pay Gold as
liquidated damages an amount equal to all of the out-of-pocket costs and
expenses of Gold, including reasonable costs of counsel and accountants up
to but not exceeding $100,000.

(d) Notwithstanding the foregoing, if this Agreement is terminated by the
Company or Gold pursuant to Section 9.1(d), then Gold shall promptly pay
the Company as liquidated damages an
amount equal to all of the out-of-pocket costs and expenses of the Company,
including reasonable costs of counsel and accountants (including amounts
the Company is obligated to pay Gold under Section 11.1(b)) up to but not
exceeding $100,000.

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(e) In the event this Agreement is terminated for any reason except as set
forth in Sections 11.1(c) or (d), the parties shall retain the rights and
remedies available to them at law or in equity.

11.2 Parties in Interest. This Agreement and the rights hereunder are not
assignable unless such assignment is consented to in writing by all parties
hereto. Except as otherwise expressly provided herein, all of the terms and
provisions of this Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the respective heirs, beneficiaries, personal
and legal representatives, successors and permitted assigns of the parties
hereto.

11.3 Entire Agreement, Amendments, Waiver. This Agreement contains the entire
understanding of Gold, Sub and Company with respect to the Merger and
supersedes all prior agreements and understandings, whether written or oral,
between them with respect to the Merger contemplated herein other than that
certain Confidentiality Agreement dated July 22, 1998, between Gold and the
Company (the "Confidentiality Agreement") that is hereby reaffirmed and
adopted, and incorporated by reference herein, and shall survive the execution
and delivery of this Agreement. This Agreement may be amended only by a written
instrument duly executed by the parties or their respective successors or
permitted assigns. Any condition to a party's obligation hereunder may be
waived by such party in writing.

11.4 Notices. All notices, requests, demands or other communications hereunder
shall be in writing and shall be deemed to have been duly given when personally
delivered or transmitted by telefacsimile with a copy thereof transmitted by a
nationally recognized overnight delivery service or deposited in the United
States mail, certified or registered, return receipt requested, postage
prepaid, addressed to the parties at the following addresses or at such other
address as shall be given in like manner by any party to the other:

If to Company: Citizens Bancorporation, Inc.
5120 S. Garnett
Tulsa, OK 74146
Telephone: (918) 665-2227
FAX: (918) 622-3756

with a copy to: Michael Stewart, Esq.
Crowe & Dunlevy
1800 Mid-America Tower
20 North Broadway
Oklahoma City, OK 73102-8273
Telephone: (405) 235-7747
FAX: (405) 272-5238

If to Gold: Mr. Michael W. Gullion
Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, KS 66211
Telephone: (913) 451-8050
FAX: (913) 451-8004

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<PAGE>

with a copy to: Steven F. Carman, Esq.
Blackwell Sanders Peper Martin LLP
2300 Main Street, Suite 1000
Kansas City, MO 64108
Telephone: (816) 983-8153
FAX: (816) 983-8080

11.5 Law Governing. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Kansas.

11.6 Further Acts. Gold, Company and Sub agree to execute and deliver on or
before the Closing Date such other documents, certificates, agreements or other
writings and take such other actions as may be necessary or desirable in order
to consummate or implement expeditiously the transactions contemplated by this
Agreement.

11.7 No Third Party Beneficiaries. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any rights, benefit or remedy of any nature whatsoever under or by
reason of this Agreement, other than Sections 6.3, 9.5, 9.6 and 10.3 (which are
intended to be for the benefit of the persons covered thereby and may be
enforced by such persons).

In Witness Whereof, the parties hereto have duly executed this Agreement as of
October 5, 1998.

Gold Banc Corporation, Inc.

By: /s/ Michael W. Gullion
Name: Michael W. Gullion
Title: President and Chief Executive
Officer

Attest:

/s/ Keith E. Bouchey
Name: Keith E. Bouchey
Title: Secretary

Gold Banc Acquisition Corporation
IX, Inc.

By: /s/ Michael W. Gullion
Name: Michael W. Gullion
Title: President and Chief Executive
Officer

Attest:

/s/ Keith E. Bouchey
Name: Keith E. Bouchey
Title: Secretary

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<PAGE>

Citizens Bancorporation, Inc.

By: /s/ E.E. Dillard
Name: Gene Dillard
Title: Chief Executive Officer

Attest:

/s/ Gentry Parker
Name: Gentry Parker
Title: Secretary

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<PAGE>

EXHIBIT 6.5

GOLD BANC CORPORATION, INC.
REGISTRATION RIGHTS AGREEMENT

This Agreement is made as of , 1998, by and among Gold Banc
Corporation, Inc., a Kansas corporation ("Gold"), and the affiliates of
Citizens Bancorporation, Inc. ("Citizens") who are identified on the signature
page to this Agreement (each an "Affiliate" for purposes hereof and,
collectively, the "Affiliates").

Whereas, pursuant to that certain Agreement and Plan of Reorganization entered
into by and among Gold, Gold Banc Acquisition Corporation IX, Inc., a wholly
owned subsidiary of Gold, and Citizens dated as of August , 1998 (the
"Merger Agreement"), each share of the issued and outstanding capital stock of
Citizens was converted into or exchanged for common stock of Gold, par value
$1.00 per share ("Common Stock"), registered on Form S-4 (the "S-4 Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), resulting in the issuance of an aggregate of shares of Common
Stock (the "Merger Shares"); and

Whereas, the Merger Shares have been registered on the S-4 Registration
Statement for issuance pursuant to the Merger Agreement in accordance with Rule
145 ("Rule 145") promulgated by the Securities and Exchange Commission (the
"SEC") under the Securities Act, with the result that the Merger Shares
received by Affiliates are eligible for resale without registration under the
Securities Act in compliance with the conditions set forth in Rule 145(d); and

Whereas, Gold desires to register the Merger Shares received by Affiliates for
resale in order to provide additional liquidity during the period that the
conditions of Rule 145(d) continue to apply to such shares; and

Whereas, concurrently with the execution of this Agreement the Affiliates are
exercising their demand registration rights and the Company has agreed to
register the Merger Shares received by Affiliates for resale as described in
this Agreement (the "Requested Registration").

Now, Therefore, in consideration of the mutual covenants, conditions, and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby agreed
as follows:

Section 1. Definitions. The definitions set forth in the Merger Agreement will
apply to terms used in this Agreement. In addition, the following terms shall
have the following meanings:

(a) "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any similar federal statute and the rules and regulations thereunder,
all as the same shall be in effect at the time.

(b) "Register," "registered" and "registration" refers to a registration
effected by preparing and filing a registration statement in compliance
with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement, and compliance with
applicable state securities laws of such states in which Affiliates notify
Gold of their intention to offer Registrable Securities.

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<PAGE>

(c) "Registrable Securities" means all of the following to the extent the
same have not been sold to the public (i) any and all Merger Shares issued
to Affiliates pursuant to the Merger Agreement; or (ii) stock issued in
respect of stock referred to in (i) above in any reorganization; or (iii)
stock issued in respect of the stock referred to in (i) or (ii) as a result
of a stock split, stock dividend, recapitalization or combination.
Notwithstanding the foregoing, Registrable Securities shall not include
otherwise Registrable Securities (i) sold to or through a broker in a
transaction pursuant to Rule 145(d) or otherwise exempt from the
registration and prospectus delivery requirements of the Securities Act
under Section 4(l) thereof so that all transfer restrictions, and
restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale, or (ii) as to which the registration rights have
been terminated pursuant to this Agreement.

(d) "Rule 144" means Rule 144 under the Securities Act or any successor or
similar rule as may be enacted by the SEC from time to time.

Section 2. Registration. Upon execution of this Agreement, Gold shall use its
reasonable efforts to register the Registrable Securities for resale on or
before the expiration date of the pooling transfer restrictions outlined in
subparagraph E of the Affiliates Letters; provided, however, that Gold shall
not be obligated to register the Registrable Securities in any particular state
in which Gold would be required to: (i) qualify to do business as a foreign
corporation and where it would not otherwise be required to so qualify, (ii)
subject itself to taxation in any such jurisdiction, or (iii) execute a general
consent to service of process in any such jurisdiction.

The registration of the Registrable Securities pursuant to this Agreement shall
not relieve the Affiliates of their respective obligations pursuant to
subparagraph E of the Affiliate Letters.

Section 3. Expenses of Registration. In addition to the fees and expenses
contemplated by Section 4 hereof, all expenses incurred in connection with the
registration pursuant to Section 2 hereof, including without limitation all
registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel for Gold, and expenses of any special audits of Gold's
financial statements incidental to or required by such registration, shall be
borne by Gold, except that Gold shall not be required to pay (a) any fees and
expenses in excess of $1,500.00 (per amendment or supplement) in order to amend
or supplement the registration statement or prospectus to reflect donees or
pledges pursuant to Section 4(b) and (b) any underwriters' fees, discounts or
commissions relating to the sale of the Registrable Securities. Gold shall not,
under any circumstances, be required in connection with a registration
hereunder, to (x) conduct any road shows or similar sales efforts for the
Affiliates, (y) pay any expenses to Affiliates for any road shows or similar
sales efforts, or (z) pay any fees and disbursements of counsel(s) for the
Affiliates.

Section 4. Registration Procedures. In the case of the registration effected by
Gold pursuant to this Agreement, Gold will keep each Affiliate advised in
writing as to the initiation of each registration and as to the completion
thereof. At its expense Gold will use reasonable efforts to:

(a) keep such registration pursuant to Section 2 continuously effective for
such reasonable period as necessary to permit the Affiliates to complete
the distribution in the manner requested by the Affiliates and described in
the registration statement relating thereto, but in no event beyond the
date that is one year from the Closing Date of the Merger;

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<PAGE>

(b)prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as
may be necessary to comply with the provisions of the Securities Act
including any supplement or amendment required to name donees or pledgees
of Affiliates, and to keep such registration statement effective for the
applicable period of time specified in Section 4(a) above;

(c) furnish such number of prospectuses and other documents incident
thereto as an Affiliate from time to time may reasonably request and assist
the Affiliates in satisfying their prospectus delivery obligations by
furnishing to any national securities exchange, including the National
Association of Securities Dealers Automated Quotation National Market
System ("NASDAQ"), on which the Registrable Securities are then listed,
copies of the prospectus and each amendment or supplement thereto in
accordance with Rule 153 under the Securities Act (or any comparable rule
then in existence);

(d) obtain the withdrawal of any order suspending the effectiveness of a
registration statement, or the lifting of any suspension of the
qualification of any of the Registrable Securities for sale in any
jurisdiction;

(e) subject to Section 2(b), register or qualify such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions as any Affiliate reasonably requires, and keep such
registration or qualification effective for the applicable period specified
in Section 4(a) above;

(f) cause all Registrable Securities covered by such registrations to be
listed on NASDAQ;

(g) notify each Affiliate promptly of any request by the SEC for the
amending or supplementing of the registration statement or prospectus or
for additional information;

(h) advise each Affiliate, after Gold receives notice or obtains knowledge
of the issuance of any order by the SEC suspending the effectiveness of the
registration statement or amendment thereto or of the initiation or
threatening of any proceeding for that purpose, and promptly use reasonable
efforts to prevent the issuance of any stop order or to obtain its
withdrawal promptly if such stop order should be issued;

(i) use its best efforts to timely file with the SEC all of the reports it
is required to file under the Exchange Act as a prerequisite to
availability of Form S-3;

(j) notify each Holder, at any time a prospectus covered by such
registration statement is required to be delivered under the Securities
Act, of the happening of any event of which it has knowledge as a result of
which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; and

(k) take such other actions as shall be requested by any Affiliate that is
reasonably necessary to obtain effectiveness of the registration statement.

Section 5. Registration Covenants of the Affiliates. In consideration of the
benefits accruing to them pursuant to this Agreement and in addition to their
other obligations set forth in this Agreement, each Affiliate covenants and
agrees to:

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<PAGE>

(a) cooperate with Gold, its counsel, advisors and other representatives,
and comply with all applicable provisions of law (including without
limitation the prospectus delivery requirements of the Securities Act and
Rule 10b-5 and Regulation M under the Exchange Act) in connection with any
registration effected pursuant to the provisions of this Agreement;

(b) promptly provide to Gold, in writing, such information as Gold or its
counsel deems necessary or appropriate for inclusion in the registration
statement, which information, when given, shall be true and correct in all
material respects and shall not omit any information necessary to make the
information furnished not misleading;

(c) execute all questionnaires, custody agreements, powers of attorney or
other documents as Gold may reasonably request;

(d) discontinue sales of Registrable Securities upon notification of any
stop order or suspension of the effectiveness of the registration
statement;

(e) notify Gold immediately upon any material change in the plan of
distribution or other information concerning such Affiliate described in
the prospectus;

(f) discontinue sales of Registrable Securities and use of the related
prospectus following notification by Gold that the registration statement
must be amended or supplemented;

(g) not use any prospectus other than the most recent prospectus related to
the registration statement;

(h) upon presentation of a stock certificate representing Registrable
Securities sold under the registration statement, certify that the sale was
made in accordance with the terms hereof and the plan of distribution
described in the Registration Statement; and

(i) notify Gold of any request by the SEC or any state securities
commission or agency for additional information or for such registration
statement or prospectus to be amended or supplemented.

In the event that any Affiliate fails to comply in any material respect with
its obligations pursuant to Sections 5(a) through (c), any Registrable
Securities held by such Affiliate may be excluded from the registration
statement and all of such Affiliate's rights pursuant to the Agreement shall
terminate. In the event that any Affiliate fails to comply in any material
respect with its obligations pursuant to Sections 5(d) through (i), all of such
Affiliate's rights pursuant to this Agreement shall terminate other than with
respect to Registrable Shares then registered on a Registration Statement.

Section 6. Indemnification.

(a) Gold shall indemnify and hold harmless each Affiliate against any
losses, claims, damages or liabilities, joint or several, to which such
Affiliate may become subject under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration
statement under which such Registrable Securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by Gold of any rule or regulation

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<PAGE>

promulgated under the Securities Act or any state securities law applicable
to Gold and relating to action or inaction required of Gold in connection
with any such registration, and will reimburse each such Affiliate for any
reasonable legal and any other expenses incurred in connection with
investigating, defending or settling any such claim, loss, damage,
liability or action; provided, however, that Gold will not be liable in any
such case to the extent that any such claim, loss, damage or liability
arises out of or is based on (i) the failure of any Affiliate to comply in
any material respect with its obligations pursuant to Sections 5(d) through
(i) or (ii) any untrue statement or omission based upon information
furnished to or requested by Gold by or from any Affiliate for use therein.

(b) Each Affiliate will, if Registrable Securities held by or issuable to
such Affiliate are included in the securities as to which such registration
is being effected, indemnify and hold harmless Gold, each of its directors
and officers, each person who controls Gold, and each other Affiliate,
against all claims, losses, expenses, damages and liabilities (or actions
in respect thereof) arising out of or based on (i) the failure of any
Affiliate to comply in any material respect with its obligations pursuant
to Sections 5(d) through (i), or (ii) any untrue statement (or alleged
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
Gold, each person who controls Gold, such directors or officers, or such
Affiliates for any reasonable legal or any other expenses incurred in
connection with investigating, defending or settling any such claim, loss,
damage, liability or action, in each case to the extent, but only to the
extent that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with
information furnished to or requested by Gold by or from such Affiliate
specifically for use therein; provided, however, the total amount for which
any Affiliate shall be liable under this Section 6(b) shall not in any
event exceed the aggregate proceeds received by such Affiliate from the
sale of Registrable Securities sold by such Affiliate in such registration.

(c) Each party entitled to indemnification under this Section 6 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claims as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom, provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval
shall not be unreasonably withheld), and the Indemnified Party may
participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations hereunder,
unless such failure resulted in actual detriment to the Indemnifying Party.
No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry
of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a full and unconditional release from all liability in
respect of such claim or litigation.

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<PAGE>

(d) If the indemnification provided for in this Section 6 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party
with respect to any loss, liability, claim, damage or expense referred to
therein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party thereunder, shall contribute the amount paid or payable
by such Indemnified Party as a result of such loss, liability, claim,
damage or expense in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other hand in connection with the statements or
omissions which resulted in such loss, liability, claim, damage or expense
as well as any other relevant equitable considerations. The relevant fault
of the Indemnifying Party and the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the
Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. Notwithstanding the foregoing, the amount any Affiliate shall be
obligated to contribute pursuant to this Section 6(d) shall be limited to
an amount equal to the proceeds to such Affiliate of the Registrable
Securities sold pursuant to the registration statement which gives rise to
such obligation to contribute (less the aggregate amount of any damages
which the Affiliate has otherwise been required to pay in respect of such
loss, claim, damage, liability or action or any substantially similar loss,
claim, damage, liability or action arising from the sale of such
Registrable Securities).

(e) The indemnification provided by this Section 6 shall be a continuing
right to indemnification and shall survive the registration and sale of any
securities by any person entitled to indemnification hereunder and the
expiration or termination of this Agreement.

Section 7. Certificate Legends. Within five (5) business days after a
registration statement filed under Section 2 hereof becomes effective, Gold
will notify each Affiliate. Upon receipt of such notice, each Affiliate may
return its certificate representing the Registrable Securities and request that
Gold issue a new certificate in such Affiliate's name free of any restrictive
legend relating to compliance with federal securities laws and Gold shall take
all reasonable steps to do so; provided, however, that Gold shall only be
obligated to remove the legend for that number of Registrable Securities which
any Affiliate represents is being sold pursuant to the registration statement.

Section 8. Termination of Rights. All rights of the Affiliates under this
Agreement shall terminate at 5:00 P.M. Eastern time on the date one year after
the date hereof.

Section 9. Representations and Warranties of Gold. Gold represents and warrants
to the Affiliates as follows:

(a) The execution, delivery and performance of this Agreement by Gold have
been duly authorized by all requisite corporate action and will not violate
any provision of law, any order of any court or other government agency,
the Amended and Restated Articles of Incorporation or the Amended and
Restated Bylaws of Gold or any provision of any indenture, agreement or
other instrument to which it or any of its properties or assets is bound,
conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any such indenture, agreement or
other instrument or result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever upon any of the properties
or assets of Gold.

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<PAGE>

(b) This Agreement has been duly executed and delivered by Gold and
constitutes the legal, valid and binding obligation of Gold, enforceable in
accordance with its terms, subject to (i) applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance and moratorium laws and
other laws of general application affecting enforcement of creditors'
rights generally and (ii) the availability of equitable remedies as such
remedies may be limited by equitable principles of general applicability
(regardless of whether enforcement is sought in a proceeding in equity or
at law).

Section 10. Miscellaneous.

(a) Amendments. This Agreement may be amended only by a writing signed by
Gold and all of the Affiliates.

(b) Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute a single instrument.

(c) Notices, Etc. All notices and other communications required or
permitted hereunder shall be in writing and may be sent by facsimile
transmission (with written confirmation of successful transmission), by
registered or certified mail, postage prepaid, or delivered by hand or by
messenger, addressed (a) if to an Affiliate, at such Affiliate's address
set forth on the books of Gold, or at such other address as such Affiliate
shall have furnished to Gold in writing pursuant to this Section, or (b) if
to Gold, to Gold's then current executive office address, or at such other
address as Gold shall have furnished to the Affiliates pursuant to this
Section. Each such notice or other communication shall for all purposes of
this Agreement be treated as effective or having been given when delivered
if delivered personally, or, if sent by registered or certified mail or
facsimile transmission, upon its receipt.

(d) Severability. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any
manner affect or render illegal, invalid or unenforceable any other
provision of this Agreement, and this Agreement shall be carried out as if
any such illegal, invalid or unenforceable provision were not contained
herein.

(e) Dilution. If, and as often as, there is any change in the Common Stock
of Gold by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be
made in the provisions hereof so that the rights and privileges granted
hereby shall continue with respect to the Common Stock of Gold as so
changed.

(f) Specific Performance. The parties hereto acknowledge that they will be
irreparably damaged in the event that this Agreement is not specifically
enforced. Upon any breach threatened, breach of the terms, covenants or
conditions of this Agreement by any party hereto, the other party shall, in
addition to all other remedies, be entitled to a temporary permanent
injunction, without showing any actual damage or posting any bond, or a
decree for specific performance, in accordance with the provisions hereof.

(g) Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Kansas without regard to principles of conflict of
law.

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<PAGE>

(h) Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any Affiliate without the prior
written consent of Gold; provided, however, this Agreement may be assigned
by an Affiliate to any donee or pledgee of the Registrable Securities if at
the time of assignment Gold is given written notice by the Affiliate of
said assignment, stating the name and address of the donee or pledgee.
Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.

(i) Entire Agreement. This Agreement, the Affiliate Letters delivered
pursuant to the Merger Agreement and the other documents referred to herein
and therein contain the entire understanding of the parties with respect to
the subject matter hereof. There are no restrictions, promises, warranties,
covenants or undertakings concerning the subject matter other than those
expressly set forth in this Agreement and such Affiliate Letters. This
Agreement and the Affiliate Letters supercede all prior negotiations,
agreements and undertakings between the parties with respect to such
subject matter.

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<PAGE>

In Witness Hereof, the parties hereto have duly executed this Agreement as of
the date first written above.

Gold Banc Corporation, Inc.

By: _________________________________
Name: Michael W. Gullion
Title: President and Chief Executive
Officer
Affiliates
By: _________________________________
Daniel Buford
P.O. Box 3669
Tulsa, OK 74101
Facsimile: _______________________

By: _________________________________
Sam Buford
P.O. Box 3669
Tulsa, OK 74101
Facsimile: _______________________

By: _________________________________
Sharon Buford
P.O. Box 3669
Tulsa, OK 74101
Facsimile: _______________________

By: _________________________________
Stephen Buford
P.O. Box 3669
Tulsa, OK 74101
Facsimile: _______________________

By: _________________________________
Eric Bohne
5120 S. Garnett
Tulsa, OK 74146
Facsimile: _______________________

By: _________________________________
E.E. Dillard
5120 S. Garnett
Tulsa, OK 74146
Facsimile: _______________________

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EXHIBIT 7.9

FORM OF AFFILIATE LETTER

, 1998

Gold Banc Corporation, Inc.
11301 Nall
P. O. Box 7368
Leawood, KS 66211-7368

Gentlemen:

I have been advised as of the date hereof I may be deemed an "affiliate"
("Affiliate") of Citizens Bancorporation, Inc., an Oklahoma corporation (the
"Company"), as that term is defined for purposes of paragraphs (c) and (d) of
Rule 145 of the rules and regulations (the "Rules and Regulations") under the
Securities Act of 1933, as amended (the "Act"). Pursuant to the terms of the
Agreement and Plan of Merger among Gold Banc Corporation, Inc., a Kansas
corporation ("Gold"), the Company and Gold Banc Acquisition Corporation IX,
Inc., a Kansas corporation ("Sub") (the "Merger Agreement"), Company will be
merged with and into Sub (the "Merger"), and as a result of the Merger, I will
receive shares of common stock of Gold, $5.00 par value ("Gold Common Stock").

In connection with the above transaction, I represent and warrant to Gold and
agree that:

A. I will not make any sale, transfer or other disposition of the shares of
Gold Common Stock in violation of the Act or the Rules and Regulations.

B. I have been advised that the offering, sale and delivery of the shares
of Gold Common Stock to me pursuant to the Merger will be registered under
the Act on a Registration Statement on Form S-4. I have also been advised,
however, that, since I may be deemed to be an Affiliate of Company at the
time the Merger Agreement is submitted for a vote of the stockholders of
Company, the shares of Gold Common Stock must be held by me indefinitely,
unless (i) such shares of Gold Common Stock have been registered for
distribution under the Act, (ii) a sale of the shares of Gold Common Stock
is made in conformity with the volume and other limitations of Rule 145, or
(iii) in the opinion of counsel acceptable to Gold, some other exemption
from registration under the Act is available with respect to any such
proposed sale, transfer or other disposition of the shares of Gold Common
Stock.

C. I have carefully read this letter and the Merger Agreement and have
discussed their requirements and other applicable limitations upon my
ability to sell, transfer or otherwise dispose of the shares of Gold Common
Stock, to the extent I felt necessary, with my counsel or counsel for
Company.

D. I understand that Gold is under no obligation, except pursuant to the
terms and conditions of that certain Registration Rights Agreement dated
, 1998 and pursuant to Section 10.1 of the Merger Agreement, to
register the sale, transfer or other disposition of the shares of Gold
Common Stock for sale, transfer or other disposition by me or to make a
compliance with an exception from registration available.

A-40
<PAGE>

E. Notwithstanding the other provisions hereof, I agree not to sell,
pledge, transfer or otherwise dispose (other than by bona fide gift) of the
shares of Gold Common Stock, or reduce my risk relative to the Gold Common
Stock in any way, from the date hereof until such time as financial results
covering at least 30 days of combined operations of the parties to the
Merger have been published within the meaning of Section 201.01 of the
Codification of Financial Reporting Policies of the Securities and Exchange
Commission ("SEC"); provided, however, I shall be permitted to make de
minimis transfers of Gold common stock if such de minimis transfers are
approved in advance in writing by Gold and that will not cause the
transactions contemplated by this Agreement to fail to qualify for pooling
of interests accounting treatment. I have not reduced my risk of the Gold
Common Stock from the period beginning 31 days prior to the Effective Time
(as such term is defined in the Merger Agreement) to the date hereof.

F. I understand that stop transfer instructions will be given to the
registrar of the certificates for the shares of Gold Common Stock and that
there will be placed on the certificates for the shares of Gold Common
Stock, or any substitutions therefore, a legend stating in substance:

"The shares represented by this certificate were issued in a
transaction (the acquisition of Citizens Bancorporation, Inc.)
to which Rule 145 promulgated under the Securities Act of 1933,
as amended (the "Act"), applies and may be sold or otherwise
transferred only in compliance with the limitations of such Rule
145, or upon receipt by Gold Banc Corporation, Inc., of an
opinion of counsel acceptable to it that some other exemption
from registration under the Act is available, or pursuant to a
registration statement under the Act. The shares represented by
this certificate may not be sold or otherwise transferred prior
to the publication by Gold Banc Corporation, Inc. of an earnings
statement covering at least 30 days of operations subsequent to
the effective date of the Merger."

G. I hereby agree that, for a period of one (1) year following the
effective date of the Merger, I will obtain an agreement similar to this
agreement from each transferee of the shares of Gold Common Stock sold or
otherwise transferred by me, but only if such transfer is effected other
than in a transaction involving a registered public offering or as a sale
pursuant to Rule 145.

It is understood and agreed that this Agreement will terminate and be of no
further force and effect and the legend set forth in Paragraph F will be
removed by delivery of substitute certificates without such legend, and the
related transfer restrictions shall be lifted forthwith, if the period of time
specified in Paragraph E of this Agreement has passed and (i) my shares of
Gold Common Stock shall have been registered under the Act for sale, transfer
or other disposition by me or on my behalf, (ii) I am not at the time an
Affiliate of Gold and have held the shares of Gold Common Stock for at least
one (1) year (or such other period as may be prescribed by the Act and the
Rules and Regulations) and Gold has filed with the SEC all of the reports it
is required to file under the Securities Exchange Act of 1934, as amended,
during the preceding twelve (12) months, (iii) I am not and have not been for
at least three (3) months an Affiliate of Gold and I have held the shares of
Gold Common Stock for at least two (2) years, or (iv) Gold shall have received
a letter from the staff of the SEC, or an opinion of counsel acceptable to
Gold, to the effected that the stock transfer restrictions and the legend are
not required.

A-41
<PAGE>

This Agreement shall be binding on my heirs, legal representatives and
successors.

Yours very truly,

-------------------------------------
Name:
Title:

Accepted as of the day of , 1998.

Gold Banc Corporation, Inc.

By: _________________________________

A-42
<PAGE>

EXHIBIT 7.12

MATTERS AS TO WHICH CROWE & DUNLEVY WILL OPINE

a. Citizens Bancorporation, Inc. (the "Company") is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Oklahoma and is duly registered as a bank holding company with the Board of
Governors of the Federal Reserve System under the Bank Holding Company Act of
1956, as amended.

b. Citizens Bank of Tulsa ("Bank") is an Oklahoma banking corporation duly
organized, validly existing and in good standing under the laws of the State of
Oklahoma.

c. The Company and the Bank each possesses the corporate power and authority to
own its properties and to conduct its business as it is now being conducted.

d. The Company has all requisite corporate power and authority to enter into
the Agreement and to consummate the transactions contemplated thereby.

e. The execution and delivery of the Agreement, and the consummation of the
transactions contemplated thereby, have been duly and validly authorized by all
necessary corporate action on the part of the Company and, assuming due
authorization, execution and delivery of the Agreement by Gold and Sub, the
Agreement constitutes a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as may be limited by
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
the rights of creditors generally, or the exercise of judicial discretion in
accordance with general principles applicable to equitable and similar
remedies.

f. The execution and delivery by the Company of the Agreement, and the
consummation of the transactions contemplated thereby, will not (i) violate its
Certificate of Incorporation or Bylaws, (ii) breach, or result in a default
under, any of its existing obligations under any agreement listed on the
Company Disclosure Schedule, (iii) to the best of our knowledge, breach or
otherwise violate any of its existing obligations under any order, writ, decree
or injunction of any court or government agency, or (iv) violate any applicable
provisions of statutory law or regulation.

g. Except as disclosed in the Agreement, no filing or registration with, or
authorization, consent or approval of, any public body or authority is
necessary for the consummation by the Company of the Merger or the other
transactions contemplated by the Agreement.

h. The authorized and issued capital stock of the Company conforms to the
description thereof contained in Section 4.6 of the Agreement. All of the
issued and outstanding shares of the Company Common Stock are validly issued,
fully paid and nonassessable and none of such shares has been issued in
violation of any statutory preemptive right.

i. The authorized and issued capital of the Bank conforms to the description
thereof contained in Section 4.6 of the Agreement. The Company is the owner of
record of all of the issued and outstanding shares of Common Stock of the Bank,
other than director's qualifying shares. The Company has no direct or indirect
subsidiaries other than the Bank. All of the issued and outstanding shares of
common stock of the Bank are validly issued, fully paid and nonassessable and
none of such shares has been issued in violation of any statutory preemptive
right.

A-43
<PAGE>

j. To the best of our knowledge, neither the Company nor the Bank is the
subject of any order, decree or injunction of a court or governmental agency
that enjoins or prohibits the consummation of the Merger.

k. To the best of our knowledge, there is no litigation, proceeding or
controversy before any court or governmental agency whether federal, state or
local, pending or threatened, that is likely to have a material and adverse
effect on the business, operations, properties or financial condition of the
Company and the Bank, taken as a whole.

A-44
<PAGE>

EXHIBIT 8.7

MATTERS AS TO WHICH BLACKWELL SANDERS
PEPER MARTIN LLP WILL OPINE

a. Gold is a corporation duly organized, validly existing and in good standing
under the laws of the State of Kansas with full corporate power and authority
to carry on the business in which it is engaged, and to own and use its assets.

b. Sub is a corporation duly organized and validly existing and in good
standing under the laws of the State of Kansas with full corporate power and
authority to carry on the business in which it is engaged, and to own and use
its assets.

c. The execution and delivery of the Agreement and compliance with its terms do
not and will not violate or contravene any provision of the Amended and
Restated Articles of Incorporation or Amended and Restated Bylaws of Gold or,
to our knowledge but without any independent investigation, any law or order to
which Gold is a party or by which Gold is bound. The adoption of the Agreement
and compliance with its terms do not and will not violate or contravene any
provision of the Articles of Incorporation or Bylaws of Sub or, to our
knowledge but without any independent investigation, any law or order to which
Sub is a party or by which Sub is bound.

d. The Agreement has been duly and validly executed and delivered by Gold and
Sub, and assuming valid authorization, execution and delivery by the Company,
constitutes a valid and binding agreement of Gold and Sub enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, or similar laws affecting creditors'
rights generally, provided, however, that we express no opinion as to the
availability of the equitable remedy of specific performance.

e. The shares of Gold Common Stock to be issued to the stockholders of the
Company as contemplated by the Agreement have been registered under the
Securities Act of 1933, as amended, and when properly issued and delivered
following consummation of the Merger will be fully paid and non-assessable
under the Kansas General Corporation Code.

A-45
<PAGE>

ANNEX B

SECTION 1091 OF THE OKLAHOMA GENERAL CORPORATION ACT

1091. APPRAISAL RIGHTS

A. Any shareholder of a corporation of this state who holds shares of stock on
the date of the making of a demand pursuant to the provisions of subsection D
of this section with respect to the shares, who continuously holds the shares
through the effective date of the merger or consolidation, who has otherwise
complied with the provisions of subsection D of this section and who has
pursuant to the provisions of Section 1073 of this title shall be entitled to
an appraisal by the district court of the fair value of the shares of stock
under the circumstances described in subsections B and C of this section. As
used in this section, the word "shareholder" means a holder of record of stock
in a stock corporation and also a member of record of a nonstock corporation;
the words "stock" and "share" mean and include what is ordinarily meant by
those words and also membership or membership interest of a member of a
nonstock corporation; and "depository receipt" means an instrument issued by a
depository representing an interest in one or more shares, or fractions
thereof, solely of stock of a corporation, which stock is deposited with the
depository. The provisions of this subsection shall be effective only with
respect to mergers or consolidations consummated pursuant to an agreement of
merger or consolidation entered into after November 1, 1998.

B. 1. Except as otherwise provided for in this subjection, appraisal rights
shall be available for the shares of any class or series of stock of a
constituent corporation in a merger or consolidation, or of the acquired
corporation in a share acquisition, to be effected pursuant to the provisions
of Section 1081, other than a merger effected pursuant to subsection G of
Section 1081, and Sections 1082, 1086, 1087, 1090.1 or 1090.2 of this title.

2. a. No appraisal rights under this section shall be available for the shares
of any class or series of stock which stock, or depository receipts in respect
thereof, at the record date fixed to determine the shareholders entitled to
receive notice of and to vote at the meeting of shareholders to act upon the
agreement of merger or consolidation, were either:

(1) listed on a national securities exchange or designated as a national
market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc.; or

(2) held of record by more than two thousand holders.

No appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the shareholders of the surviving corporation
as provided in subsection G of Section 1081 of this title.

b. In addition, no appraisal rights shall be available for any shares of stock,
or depository receipts in respect thereof, of the constituent corporation
surviving a merger if the merger did not require for its approval the vote of
the shareholders of the surviving corporation as provided for in subsection F
of Section 1081 of this title.

3. Notwithstanding the provisions of paragraph 2 of this subsection, appraisal
rights provided for in this section shall be available for the shares of any
class or series of stock of a constituent corporation if the holders thereof
are required by the terms of an agreement of merger or

B-1
<PAGE>

consolidation pursuant to the provisions of Sections 1081, 1082, 1086, 1087,
1090.1 or 1090.2 of this title to accept for the stock anything except:

a. shares of stock of the corporation surviving or resulting from the
merger or consolidation or depository receipts thereof, or

b. shares of stock of any other corporation, or depository receipts in
respect thereof, which shares of stock or depository receipts at the
effective date of the merger or consolidation will be either listed on a
national securities exchange or designated as a national market system
security on an interdealer quotation system by the National Association of
Securities Dealers, Inc. or held of record by more that two thousand
holders; or

c. cash in lieu of fractional shares or fractional depository receipts
described in subparagraphs a and b of this paragraph; or

d. any combination of the shares of stock, depository receipts, and cash in
lieu of the fractional shares or depository receipts described in
subparagraphs a, b, and c of this paragraph.

4. In the event all of the stock of a subsidiary Oklahoma corporation party to
a merger effected pursuant to the provisions of Section 1083 of this title in
not owned by the parent corporation immediately prior to the merger, appraisal
rights shall be available for the shares of the subsidiary Oklahoma
corporation.

B. Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains such a
provision, the procedures of this section, including those set forth in
subsections D and E of this section, shall apply as nearly as is practicable.

C. Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains such a
provision, the procedures of this section, including those set forth in
subsections D and E of this section, shall apply as nearly as is practicable.

D. Appraisals rights shall be perfected as follows:

1. If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
shareholders, the corporation, not less than twenty (20) days prior to the
meeting, shall notify each of its shareholders entitled to the appraisal
rights that appraisal rights are available for any or all of the shares of
the constituent corporations, and shall include in the notice a copy of
this section. Each shareholder electing to demand the appraisal of the
shares of the shareholder shall deliver to the corporation, before the
taking of the note on the merger or consolidation, a written demand for
appraisal of the shares of the shareholder. A proxy or vote against the
merger or consolidation shall not constitute such a demand. A shareholder
electing to take such action must do so by a separate written demand

B-2
<PAGE>

as herein provided. Within ten (10) days after the effective date of the
merger or consolidation, the surviving or resulting corporation shall
notify each shareholder of each constituent corporation who has complied
with the provisions of this subsection and has not voted in favor of or
consented to the merger or consolidation as of the date that the merger or
consolidation has become effective; or

2. If the merger or consolidation is approved pursuant to the provisions of
Section 1073 or 1083 of this title, each constituent corporation, either
before the effective date of the merger or consolidation or within ten (10)
days thereafter, shall notify each of the holders of any class or series of
stock of such constituent corporation who are entitled to appraisal rights
of the approval of the merger or consolidation and that appraisal rights
are available for any or all of the shares of the class or series of stock
of the constituent corporation, and shall include in such notice a copy of
this section; provided, if the notice is given on or after the effective
date of the merger or consolidation, the notice shall be given by the
surviving or resulting corporation to all the holders of any class or
series of stock of a constituent corporation that are entitled to appraisal
rights. The notice may, and, if given on or after the effective date of the
merger or consolidation, shall, also notify the shareholders of the
effective date of the merger or consolidation. Any shareholder entitled to
appraisal rights may, within twenty (20) days after the date of mailing of
the notice, demand in writing from the surviving or resulting corporation
the appraisal of the holder's shares. The demand will be sufficient if it
reasonably informs the corporation of the identity of the shareholder and
that the shareholder intends to demand the appraisal of the holder's
shares. If the notice does not notify shareholders of the effective date of
the merger or consolidation either:

a. each constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the
holders of any class or series of stock of the constituent corporation
that are entitled to appraisal rights of the effective date of the
merger or consolidation, or

b. the surviving or resulting corporation shall send a second notice to
all holders on or within ten (10) days after the effective date of the
merger or consolidation; provided, however, that if the second notice
is sent more than twenty (20) days following the mailing of the first
notice, the second notice need only be sent to each shareholder who is
entitled to appraisal rights and who has demanded appraisal of the
holder's shares in accordance with this subsection. An affidavit of the
secretary or assistant secretary or of the transfer agent of the
corporation that is required to give either notice that the notice has
been given shall, in the absence of fraud, be prima facie evidence of
the facts stated therein. For purposes of determining the shareholders
entitled to receive either notice, each constituent corporation may
fix, in advance, a record date that shall be not more than ten (10)
days prior to the date the notice is given; provided, if the notice is
given on or after the effective date of the merger or consolidation,
the record date shall be the effective date. If no record date is fixed
and the notice is given prior to the effective date, the record date
shall be the close of business on the day next preceding the day on
which the notice is given.

E. Within one hundred twenty (120) days after the effective date of the merger
or consolidation, the surviving or resulting corporation or any shareholder who
has complied with the provisions of subsections A and D of this section and who
is otherwise entitled to appraisal rights, may file a

B-3
<PAGE>

petition in district court demanding a determination of the value of the stock
of all such shareholders; provided, however, at any time within sixty (60) days
after the effective date of the merger or consolidation, any shareholder shall
have the right to withdraw the demand of the shareholder for appraisal and to
accept the terms offered upon the merger or consolidation. Within one hundred
twenty (120) days after the effective date of the merger or consolidation, any
shareholder who has complied with the requirements of subsection A and D of
this section, upon written request, shall be entitled to receive from the
corporation surviving the merger or resulting from the consolidation a
statement setting forth the aggregate number of shares not voted in favor of
the merger or consolidation and with respect to which demands for appraisal
have been received and the aggregate number of holders of the shares. The
written statement shall be mailed to the shareholder within (10) days after the
shareholder's written request for a statement is received by the surviving or
resulting corporation or within ten (10) days after expiration of the period
for delivery of demands for appraisal pursuant to the provisions of subsection
D of this section, whichever is later.

F. Upon the filing of any such petition by a shareholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which,
within twenty (20) days after service, shall file in the office of the court
clerk of the district court in which the petition was filed a duly verified
list containing the names and addresses of all shareholders who have demanded
payment for their shares and with whom agreements regarding the value of their
shares have not been reached by the surviving or resulting corporation. If the
petition shall be filed by the surviving or resulting corporation, the petition
shall be accompanied by such a duly verified list. The court clerk, if so
ordered by the court, shall give notice of the time and place fixed for the
hearing on the petition by registered or certified mail to the surviving or
resulting corporation and to the shareholders shown on the list at the
addresses therein stated. Notice shall also be given by one or more
publications at least one (1) week before the day of the hearing, in a
newspaper of general circulation published in the City of Oklahoma City,
Oklahoma, or other publication as the court deems advisable. The forms of the
notices by mail and by publication shall be approved by the court, and the
costs thereof shall be borne by the surviving or resulting corporation.

G. At the hearing on the petition, the court shall determine the shareholders
who have complied with the provisions of this section and who have become
entitled to appraisal rights. The court may require the shareholders who have
demanded an appraisal of their shares and who hold stock represented by
certificates to submit their certificates of stock to the court clerk for
notation thereon of the pendency of the appraisal proceedings; and if any
shareholder fails to comply with this direction, the court may dismiss the
proceedings as to that shareholder.

H. After determining the shareholders entitled to an appraisal, the court shall
appraise the shares, determining their fair value exclusive of any element of
value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining the fair value, the
court shall take into account all relevant factors. In determining the fair
rate of interest, the court may consider all relevant factors, including the
rate of interest which the surviving or resulting corporation would have to pay
to borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any shareholder entitled to
participate in the appraisal proceeding, the court may, in its discretion,
permit discovery or other pretrial proceedings and may

B-4
<PAGE>

proceed to trial upon the appraisal prior to the final determination of the
shareholder entitled to an appraisal. Any shareholder whose name appears of the
list filed by the surviving or resulting corporation pursuant to the provisions
of subsection F of this section and who has submitted the certificates of stock
of the shareholder to the court clerk, if required, may participate fully in
all proceedings until it is finally determined that the shareholder is not
entitled to appraisal rights pursuant to the provisions of this section.

I. The court shall direct the payment of the fair value of the shares, together
with interest, if any, by the surviving or resulting corporation to the
shareholders entitled thereto. Interest may be simple or compound, as the court
may direct. Payment shall be so made to each shareholder, in the case of
holders of uncertificated stock immediately, and in the case of holders of
shares represented by certificates upon the surrender to the corporation of the
certificates representing the stock. The court's decree may be enforced as
other decrees in the district court may be enforced, whether the surviving or
resulting corporation be a corporation of this state or of any other state.

J. The costs of the proceeding may be determined by the court and taxed upon
the parties as the court deems equitable in the circumstances. Upon application
of a shareholder, the court may order all or a portion of the expenses incurred
by any shareholder in connection with the appraisal proceeding, including,
without limitation, reasonable attorney's fees and the fees and expenses of
experts, to be charged pro rata against the value of all of the shares entitled
to an appraisal.

K. From and after the effective date of the merger or consolidation, no
shareholder who has demanded appraisal rights as provided for in subsection D
of this section shall be entitled to vote the stock for any purpose or to
receive payment of dividends or other distributions on the stock, except
dividends or other distributions payable to shareholders of record at a date
which is prior to the effective date of the merger or consolidation; provided,
however, that if no petition for an appraisal shall be filed within the time
provided for in subsection E of this section, or if the shareholder shall
deliver to the surviving or resulting corporation a written withdrawal of the
shareholder's demand for an appraisal and acceptance of the merger or
consolidation, either within sixty (60) days after the effective date of the
merger or consolidation as provided for in subsection E of this section or
thereafter with the written approval of the corporation, then the right of the
shareholder to appraisal shall cease; provided further, no appraisal
proceedings in the district court shall be dismissed as to any shareholder
without the approval of the court, and approval may be conditioned upon terms
as the court deems just.

L. The shares of the surviving or resulting corporation into which the shares
of any objecting shareholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation.

B-5
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company Articles and the Company Bylaws require it to indemnify its
directors and officers and advisory directors against liabilities, fines,
penalties, settlements, claims and reasonable expenses incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those capacities to the fullest extent permitted by the KGCC.
The KGCC permits a corporation to indemnify its present and former directors
and officers if ordered to do so by a court or after a determination by its
independent counsel, stockholders or a majority of its disinterested directors
that the person to be indemnified acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation.

ITEM 21. EXHIBITS

The following exhibits are filed herewith or incorporated herein by reference.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
2 Amended and Restated Agreement and Plan of Reorganization, dated as
of October 5, 1998, by and among the Company, Sub and Citizens
(included as Annex A to the Prospectus).
3(a) Amended and Restated Articles of Incorporation of the Company.*
3(a)(i) Certificate of Amendment to Restated Articles of Incorporation.**
3(b) Restated Bylaws of the Company.*
4 Form of Common Stock Certificate.*
5 Opinion of Blackwell Sanders Peper Martin LLP.
8 Opinion of Blackwell Sanders Peper Martin LLP.
9(a) Proxy Agreement/Stockholder Agreement between Michael W. Gullion and
William Wallman, dated as of September 15, 1996.*
9(b) Proxy Agreement/Stockholder Agreement between Michael W. Gullion,
William F. Wright and Allen D. Petersen dated as of September 15,
1996.*
9(c) Accession of The Lifeboat Foundation to the Proxy
Agreement/Stockholder Agreement among Michael W. Gullion, William F.
Wright, and Allen D. Petersen, dated May 28, 1997.***
10(a) Employment Agreement between the Company and Michael W. Gullion.*
10(b) Employment Agreement between the Company and Keith E. Bouchey.*
10(c) Gold Banc Corporation, Inc. 1996 Equity Compensation Plan.*
10(d) Form of Tax Sharing Agreements between the Company and the Company
Subsidiaries.*
10(e) Form of Federal Home Loan Bank Credit Agreement to which each of the
Banks is a party.*
10(f) Form of Junior Subordinated Indenture dated as of December 15, 1997
between the Company and Banker's Trust Company as Trustee.***
10(g) Form of Trust Agreement dated as of December 15, 1997 between the
Company and Banker's Trust (Delaware) as Trustee.***
</TABLE>

II-1
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
10(h) Form of Amended and Restated Trust Agreement among the Company,
Banker's Trust Company, as Property Trustee, Banker's Trust
(Delaware), as Delaware Trustee and various holders of Trust
Securities.***
10(i) Form of Guaranty Agreement between the Company, as Guarantor, and
Banker's Trust Company, as Trustee, dated as of December 15, 1997.***
10(j) Agreement and Plan of Reorganization by and among the Company, Gold
Banc Acquisition Corporation VIII, Inc., and The Trust Company, dated
as of August 28, 1998.****
10(k) Agreement and Plan of Reorganization by and among the Company, Gold
Banc Acquisition Corporation VII, Inc., and First State Bancorp, Inc.,
dated as of May 19, 1998.****
21 List of Subsidiaries of the Company.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of KPMG Peat Marwick LLP.
23(c) Consent of GRA, Thompson, White & Co., P.C.
23(d) Consent of Baird, Kurtz & Dobson.
23(e) Consent of Blackwell Sanders Peper Martin LLP (included in Exhibits 5
and 8).
24 Powers of Attorney (included in signature page to Registration
Statement).
99(a) Form of Proxy of the Company.
</TABLE>
- --------
*Previously filed as an Exhibit to the Company's Registration Statement on Form
SB-2 No. 333-12377 and the same is incorporated herein by reference.
**Previously filed as an Exhibit to the Company's Registration Statement on
Form S-4 No. 333-28563 and the same is incorporated herein by reference.
***Previously filed as an Exhibit to the Company's Registration Statement on
Form SB-2 No. 333-39849 and the same is incorporated herein by reference.
****Previously filed as an Exhibit to the Company's Registration Statement on
Form S-4 No. 333-62355 and the same is incorporated herein by reference.

ITEM 22. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of employee benefit plans annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

(2) That, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form.

II-2
<PAGE>

(3) That, every prospectus (i) that is filed pursuant to paragraph (2)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415 (section 230.415 of this chapter), will be
filed as part of an amendment of the registration statement and will not be
used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(4) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date of responding
to the request.

(5) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF LEAWOOD, KANSAS ON
OCTOBER 7, 1998.

Gold Banc Corporation, Inc.
(Registrant)

/s/ Michael W. Gullion
-------------------------------------
Michael W. Gullion
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, THAT WE, THE UNDERSIGNED DIRECTORS OF GOLD BANC
CORPORATION, INC., HEREBY SEVERALLY CONSTITUTE MICHAEL W. GULLION AND KEITH E.
BOUCHEY, AND EACH OF THEM SINGLY, OUR TRUE AND LAWFUL ATTORNEYS WITH FULL POWER
TO THEM, AND EACH OF THEM SINGLY, TO SIGN FOR US AND IN OUR NAMES IN THE
CAPACITIES INDICATED BELOW, THE REGISTRATION STATEMENT FILED HEREWITH AND ANY
AND ALL AMENDMENTS TO SAID REGISTRATION STATEMENT, AND GENERALLY TO DO ALL SUCH
THINGS IN OUR NAMES AND IN OUR CAPACITIES AS DIRECTORS TO ENABLE GOLD BANC
CORPORATION, INC. TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT OF 1933,
AND ALL REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION, HEREBY
RATIFYING AND CONFIRMING OUR SIGNATURE AS THEY MAY BE SIGNED BY OUR SAID
ATTORNEYS, OR ANY OF THEM, TO SAID REGISTRATION STATEMENT AND ANY AND ALL
AMENDMENTS THERETO.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
/s/ Michael W. Gullion Chairman of the Board, October 7, 1998
____________________________________ President and Chief
Michael W. Gullion Executive Officer
(Principal Executive
Officer)

/s/ Keith E. Bouchey Director, Executive Vice October 7, 1998
____________________________________ President, Chief Financial
Keith E. Bouchey Officer and Corporate
Secretary (Principal
Financial Officer)

/s/ Brian J. Ruisinger Treasurer and Controller October 7, 1998
____________________________________ (Principal Accounting
Brian J. Ruisinger Officer)

/s/ William Wallman Director October 7, 1998
____________________________________
William Wallman

/s/ D. Michael Browne Director October 7, 1998
____________________________________
D. Michael Browne

/s/ William F. Wright Director October 7, 1998
____________________________________
William F. Wright

/s/ Allen D. Petersen Director October 7, 1998
____________________________________
Allen D. Petersen

</TABLE>

II-4

<PAGE>

Exhibit 5
October 8, 1998

Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, Kansas 66211

Ladies and Gentlemen:

We have acted as counsel to Gold Banc Corporation, Inc., a Kansas
corporation ("the Company"), in connection with the transactions contemplated by
the Amended and Restated Agreement and Plan of Reorganization, dated as of
October 5, 1998 (the "Agreement"), by and among the Company, Gold Banc
Acquisition Corporation IX, Inc. ("Sub") and Citizens, Inc. ("Citizens ").

This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").

Pursuant to the Agreement, Citizens will be merged with and into Sub, with
Sub being the surviving corporation (the "Merger"). In the Merger, the
outstanding shares of common stock, $1.00 par value of Citizens, other than any
shares owned by the Company, Sub or Citizens (which shares will be canceled),
will be exchanged for fully paid and nonassessable shares of common stock, $1.00
par value, of the Company (the "Company Common Stock").

In connection with the transactions contemplated by the Agreement, the
Company will file with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form S-4 (the "Registration Statement") relating to
the registration under the Securities Act of the shares of the Company Common
Stock to be issued in the Merger.

In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement, (ii) the Articles of Incorporation and By-laws
of the Company, as in effect on the date hereof, (iii) the Agreement and (iv)
certain resolutions of the Board of Directors of the Company relating to the
Merger. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the completeness and authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the
completeness and authenticity of the originals of such latter documents. In
making our examination of documents executed by parties other than the Company,
we have assumed that such parties had the power, corporate or other, to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents. As to any facts material to the
opinion expressed herein which were not independently established or verified,
we have relied upon oral or written statements and representations of officers
and other representations of the Company and others.

Members of our firm are admitted to the Bar in the State of Kansas, and we
do not express any opinion as to the laws of any other jurisdiction.

Based upon and subject to the foregoing, we are of the opinion that the
shares of the Company Common Stock, when issued upon the consummation of the
Merger in accordance with the terms of the Agreement and as set forth in the
Registration Statement, will be validly issued, fully paid and nonassessable.
<PAGE>

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to our firm under the
heading "Legal Matters" in the related Prospectus-Proxy/Information Statement
which forms a part of the Registration Statement. In giving such consent we do
not thereby admit or imply that we are in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
of the Commission thereunder.

Very truly yours,

/s/ Blackwell Sanders Peper Martin LLP

<PAGE>

Exhibit 8

October 8, 1998

Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, Kansas 66211

Citizens Bancorporation, Inc.
5120 S. Garnett
Tulsa, Oklahoma 74146

Stockholders of Citizens Bancorporation, Inc.

Ladies and Gentlemen:

We have acted as counsel to Gold Banc Corporation, Inc., a corporation
organized under the laws of Kansas (the "Company"), in connection with its
acquisition of Citizens Bancorporation, Inc., a corporation organized under the
laws of Oklahoma ("Citizens") whereby Citizens will merge with and into Gold
Banc Acquisition Corporation IX, Inc., a corporation organized under the laws of
Kansas ("Sub"), pursuant to the Amended and Restated Agreement and Plan of
Reorganization ("Agreement"), dated as of October 5, 1998 by and among the
Company, Sub and Citizens. In our capacity as counsel to the Company, our
opinion has been requested with respect to certain of the federal income tax
consequences of the Merger and the federal income tax consequences to holders of
Citizens Common Stock who exercise dissenters' rights.

For purposes of the opinion set forth below, we have relied, with the
consent of Citizens and the Company, upon the accuracy and completeness of the
factual statements and factual representations (which factual statements and
factual representations we have neither investigated nor verified) contained in
the certificates of the officers of the Company and Citizens to us dated October
8, 1998, and October 8, 1998, respectively, attached hereto, and have assumed
that such certificates will be complete and accurate as of the effective date of
the Merger. Our opinion cannot be relied upon if any of the factual statements
and factual representations contained in the certificates of the Company and
Citizens is, or later becomes, inaccurate.

In rendering this opinion, we have relied upon the accuracy of the
Registration Statement on Form S-4 filed by the Company and the Prospectus-
Proxy/Information Statement included therein (together, the "Prospectus"). We
have also assumed that the transactions contemplated by the Agreement will be
consummated in accordance therewith and as described in the Prospectus and that
the Merger will qualify as a statutory merger under the applicable laws of
Kansas and Oklahoma. All capitalized terms used herein without definition shall
have the respective meanings specified in the Agreement, and unless otherwise
specified, all section references herein are to the Internal Revenue Code of
1986 ("Code").

On the basis of the foregoing and our consideration of such other matters
of fact and law as we have deemed necessary or appropriate, it is our opinion,
under presently applicable federal income tax law, that, with respect to
Citizens, the Company and Sub:

(i) Each of Citizens, Sub, and the Company will be a party to a
reorganization within the meaning of Section 368(b) of the Code.

(ii) No gain or loss will be recognized by Citizens, Sub, or the Company as a
consequence of the Merger.

With respect to holders of Citizens Common Stock, their potential differing
individual situations make it impractical to address all of the possible federal
income tax consequences of the Merger. Thus, we have made no attempt to comment
on the federal income tax consequences to holders of Citizens Common Stock who:

(i) Are subject to special tax rules, such as dealers in securities, mutual
funds, insurance companies, financial institutions or tax-exempt
entities;

(ii) Do not hold their Citizens Common Stock as capital assets;

(iii) Immediately prior to the Merger own shares of Company Common Stock;
<PAGE>

(iv) Received their Citizens Common Stock upon the exercise of employee stock
options or otherwise as compensation;

(v) For federal income tax purposes;

(a) Have attributed to them Citizens Common Stock or Company Common
Stock owned by family members or related entities;

(b) Are non-resident alien individuals, foreign corporations, foreign
partnerships or foreign estates or trusts;

(d) Hold their Citizens Common Stock as part of a "straddle" or
"conversion transaction."

Except with respect to the foregoing special situations, it is our opinion,
under presently applicable federal income tax law, that the material federal
income tax consequences with respect to consideration to be received in the
Merger by Citizens stockholders and by Citizens stockholders exercising
dissenters' rights are set forth below:

(i) The Citizens stockholders will recognize no gain or loss upon their
exchange of Citizens Common Stock solely for shares of Company Common
Stock.

(ii) The basis of the Company Common Stock received by each Citizens
stockholder will be the same as the basis of all of the shares of
Citizens Common Stock owned by such Citizens stockholder, decreased by
the amount of cash received by such stockholder, increased by any amount
that is treated as a dividend.

(iii) The holding period of the Company Common Stock received by a Citizens
stockholder will include the period during which the Citizens Common
Stock surrendered in exchange therefor was held.

(iv) If a Citizens stockholder receives solely cash in exchange for shares of
Citizens Common Stock because of the exercise of any right to dissent to
the Merger, such stockholder will recognize gain or loss measured by the
difference between the amount of cash received and the adjusted basis of
the Citizens Common Stock surrendered.

(v) A Citizens stockholder who receives cash in the Merger in lieu of a
fractional share interest in Company Common Stock will be treated as
having received cash in redemption of such fractional share interest
which should generally result in capital gain or loss equal to the
difference between the amount of cash received and the portion of such
Citizens stockholder's adjusted basis in the shares of Citizens Common
Stock allocable to the fractional share interest.

The opinions expressed herein are based upon existing statutory, regulatory
and judicial authority, any of which may be changed at any time with retroactive
effect.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement filed by the Company and to the reference to our firm
under the caption "Legal Matters" in the Prospectus Proxy/Information Statement
included therein.

Very truly yours,

/s/ Blackwell Sanders Peper Martin LLP
--------------------------------------
Blackwell Sanders Peper Martin LLP
<PAGE>

GOLD BANC CORPORATION, INC.

OFFICER'S CERTIFICATE

Reference is hereby made to that certain Amended and Restated Agreement and
Plan of Reorganization (the "Agreement") made and entered into as of October 5,
1998, which sets forth the terms and conditions of the merger (the "Merger") of
Citizens Bancorporation, Inc. ("Citizens"), a corporation organized under the
laws of Oklahoma, with and into Gold Banc Acquisition Corporation IX, Inc.
("Sub"), a corporation organized under the laws of Kansas and a wholly-owned
subsidiary of Gold Banc Corporation, Inc. (the "Company"), a corporation
organized under the laws of Kansas. Capitalized terms used herein without
definition shall have the respective meanings specified in the Agreement, and
unless otherwise specified, all section references herein are to the Internal
Revenue Code of 1986, as amended (the "Code").

The undersigned hereby certifies that he is a duly elected officer of the
Company and in such capacity has access to and knowledge of the information
contained herein, and that each of the following facts and representations are
true, correct, and complete, in all material respects, as of the date hereof,
and such facts and the representations will be true, correct, and complete, in
all material respects, on the effective date of the Merger (the "Effective
Time"). The undersigned further certifies that he has reviewed the Registration
Statement on Form S-4 filed by The Company and the Prospectus-Proxy/Information
Statement included therein (together, the "Prospectus"), is fully informed with
respect to the Merger, that all facts set forth in the Prospectus are true and
accurate, and that the proposed actions described in the Prospectus will be
consummated as described therein. The undersigned, on behalf of the Company,
submits this certificate to be relied upon by Blackwell Sanders Peper Martin,
LLP in delivering its tax opinion with respect to the tax consequences of the
Merger.

1. The fair market value of the Company Common Stock and other
consideration to be received by each stockholder of Citizens will be
approximately equal to the fair market value of the Citizens Common Stock
surrendered in exchange therefor.

2. Neither the Company nor Sub has any plan or intention to sell, transfer
or otherwise dispose of any of the assets of Citizens acquired in the Merger,
except for (i) dispositions made in the ordinary course of business, and (ii) a
transfer immediately after the Merger by Sub of all of the assets of Citizens
acquired in the Merger (the "Citizens assets") to the Company pursuant to the
Merger of Sub with and into the Company which merger qualifies as a statutory
merger under Kansas law.

3. Following the Merger, either the Company or Sub, will use at least one
hundred percent (100%) of Citizens historic assets in a business.

4. The Company and Sub have paid and will pay their respective expenses,
if any, incurred in connection with the merger.

5. There is no intercorporate indebtedness existing between Citizens and
the Company or between Citizens and Sub that was issued, acquired, or will be
settled at a discount.

6. None of the compensation received by any stockholder-employees of
Citizens will be separate consideration for, or allocable to, any of their
shares of Citizens Common Stock; none of the shares of Company Common Stock
received by any stockholder-employees will be separate consideration for, or
allocable to, any employment agreement; and the compensation paid to any
stockholder-employees of Citizens will be for services actually rendered, or to
be rendered.

7. Neither the Company nor Sub is an investment company. For purposes
hereof, an "investment company" is a corporation that is a regulated investment
company, a real estate investment trust, or a corporation fifty percent (50%) or
more of the value of whose total assets are stock and securities and eighty
percent (80%) or more of the value of whose total assets are assets held for
investment. In making the fifty percent (50%) and eighty percent (80%)
determinations under the preceding sentence, stock and securities in any
subsidiary corporation shall be disregarded and the parent corporation shall be
deemed to own its ratable share of the subsidiary's assets, and a corporation
shall be considered a subsidiary if parent owns fifty percent (50%) or more of
the combined voting power of all classes of stock entitled to vote or fifty
percent (50%) or more of the total value of shares of all classes of stock
outstanding.
<PAGE>

8. None of (i) the Company, (ii) any member of the Company's affiliated
group as defined in Section 1504 of the Code without regard to Section 1504(b)
of the Code (including but not limited to Sub), (iii) any corporation in which
at least fifty percent (50%) of the total combined voting power of all classes
of stock entitled to vote or at least fifty percent (50%) of the value of all
classes of stock is owned directly or indirectly by the Company, or (iv) any
entity that is treated as a partnership for federal income tax purposes and has
an owner a corporation described in (i), (ii) or (iii) of this paragraph has the
intent to, at the time of the Merger, or shall, in a transaction that may be
considered in connection with the Merger, acquire or redeem (directly or
indirectly) any shares of Company Common Stock issued in connection with the
Merger. For purposes hereof, an entity described in (i), (ii), or (iii) shall be
referred to as a Company Related Party. An entity will be treated as a Company
Related Party if the requisite relationship exists immediately before or
immediately after the acquisition or redemption. In addition, an entity will be
treated as a Company Related Party if the requisite relationship is created in
connection with the Merger.

9. None of the Company, Sub or any other Company Related Party has at any
time owned (directly or indirectly) any Citizens Common Stock during the three
(3) year period ending at the Effective Time.

10. Sub has been newly formed as a Kansas corporation solely for the
purpose of the Merger and all of its stock has been since inception wholly owned
by the Company. Following the Merger, Sub will not issue any additional shares
of its stock to any person other than the Company.

11. Following the Merger, at all times during the existence of Sub, the
Company will not sell or otherwise transfer any of the shares of Sub that it
owns, other than a transfer pursuant to the merger of Sub with and into the
Company which occurs immediately after the Merger.

12. The payment of cash to stockholders of Citizens in lieu of fractional
shares of Company Common Stock will not be a separately bargained for
consideration, but will be undertaken solely for the purpose of avoiding the
expense and inconvenience of issuing and transferring fractional shares, and the
total cash consideration that will be paid to the Citizens shareholders in lieu
of fractional shares of Company Common Stock will represent less than one
percent (1%) of the total consideration issued in the Merger.

13. The Agreement represents the entire understanding of Citizens, Sub and
the Company with respect to the merger.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
8th day of October, 1998.

GOLD BANC CORPORATION, INC.

By: /s/ Keith E. Bouchey
--------------------

Name: Keith E. Bouchey
----------------

Title: Executive Vice President and
----------------------------
Chief Financial Officer
-----------------------
<PAGE>

CITIZENS BANCORPORATION, INC.

OFFICER'S CERTIFICATE

Reference is hereby made to that certain Amended and Restated Agreement and
Plan of Reorganization (the "Agreement") made and entered into as of October 5,
1998, which sets forth the terms and conditions of the merger (the "Merger") of
Citizens Bancorporation, Inc. ("Citizens"), a corporation organized under the
laws of Oklahoma, with and into Gold Banc Acquisition Corporation IX, Inc.
("Sub"), a corporation organized under the laws of Kansas and a wholly-owned
subsidiary of a corporation organized under the laws of Kansas. Capitalized
terms used herein without definition shall have the respective meanings
specified in the Agreement, and unless otherwise specified, all section
references herein are to the Internal Revenue Code of 1986, as amended (the
"Code").

The undersigned hereby certifies that he is a duly elected officer of
Citizens and in such capacity has access to and knowledge of the information
contained herein, and that each of the following facts and representations are
true, correct, and complete, in all material respects, as of the date hereof.
The undersigned further certifies that he has reviewed the Registration
Statement on Form S-4 filed by the Company and the Prospectus-Proxy/Information
Statement included therein (together, the "Prospectus"), is fully informed with
respect to the Merger, and that the Prospectus accurately describes the Merger.
The undersigned, on behalf of Citizens, submits this certificate to be relied
upon by Blackwell Sanders Peper Martin LLP in delivering its tax opinion with
respect to the tax consequences of the Merger.

1. The fair market value of the Company Common Stock and other
consideration received by each stockholder of Citizens will be approximately
equal to the fair market value of the Citizens Common Stock surrendered in
exchange therefor.

2. Other than cash paid to former stockholders of the Citizens who dissent
from the Merger and perfect their rights of appraisal, neither Citizens nor any
corporation in which at least fifty percent (50%) of the total combined voting
power of all classes of stock entitled to vote or at least fifty percent (50%)
of the value of all classes of stock is or was owned directly or indirectly by
Citizens ("Citizens Related Party") has redeemed or acquired any Citizens Common
Stock prior to the Merger in a transaction that may be considered in connection
with the Merger, except as set forth on the schedule attached hereto.

3. The liabilities of Citizens assumed in the Merger and the liabilities
to which the transferred assets of Citizens are subject were incurred by
Citizens in the ordinary course of its business.

4. Citizens and the stockholders of Citizens will pay their respective
expenses, if any, incurred in connection with the transaction.

5. There is no intercorporate indebtedness existing between Citizens and
the Company or between Citizens and Sub that was issued, acquired, or will be
settled at a discount.

6. Citizens is not under the jurisdiction of a court in a case under Title
11 of the United States Code or a receivership, foreclosure, or similar
proceeding in a federal or state court.

7. The fair market value of the assets of Citizens to be transferred in
the Merger will equal or exceed the sum of the liabilities assumed in the Merger
plus the amount of the liabilities, if any, to which the transferred assets are
subject.

8. None of the compensation received, or to be received, by any
stockholder-employees of Citizens will be separate consideration for or
allocable to, any of their shares of Citizens Common Stock; none of the shares
of the Company Common Stock received by any stockholder-employees will be
separate consideration for, or allocable to, any employment agreement; and the
compensation paid to any stockholder-employees of Citizens will be for services
actually rendered, or to be rendered, and will be commensurate with amounts paid
to third parties bargaining at arm's length for similar services.

9. Citizens is not an investment company. For purposes of the foregoing,
an "investment company" is a corporation that is a regulated investment company,
a real estate investment trust, or a corporation fifty percent (50%) or more of
the value of whose total assets are stock and securities and eighty percent
(80%) or more of the value of whose total assets are assets held for investment.
In making the fifty percent (50%) and eighty percent (80%) determinations under
the preceding sentence, stock and securities in any subsidiary corporation shall
be disregarded and the parent corporation shall be deemed to own its ratable
share of the
<PAGE>

subsidiary's assets, and a corporation shall be considered a subsidiary if the
parent owns fifty percent (50%) or more of the combined voting power of all
classes of stock entitled to vote or fifty percent (50%) or more of the total
value of shares of all classes of stock outstanding.

10. The Agreement represents the entire understanding of Citizens, Sub and
the Company with respect to the Merger.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
8th day of October, 1998.

CITIZENS BANCORPORATION, INC.

By: /s/ E.E. Dillard
----------------

Name: E.E. Dillard
------------

Title: Chief Executive Officer
-----------------------

<PAGE>

Exhibit 21

LIST OF SUBSIDIARIES OF THE COMPANY

Exchange National Bank
Citizens State Bank & Trust Co
Provident Bank f.s.b.
Peoples National Bank (a subsidiary of Gold Banc Acquisition Corporation II,
Inc.)
Farmers National Bank (a subsidiary of Gold Banc Acquisition Corporation II,
Inc.)
First National Bank in Alma
Midwest Capital Management, Inc.
Gold Banc Financial Services, Inc. (a subsidiary of Exchange National Bank)
Citizens Investments, Inc. (a subsidiary of Citizens State Bank & Trust Co.)
Farmers State Bank, Sabetha
Gold Banc Acquisition Corporation II, Inc.
Farmers National Investments, Inc. (a subsidiary of Farmers National Bank)
FSB Financial Services, Inc. (a subsidiary of Farmers State Bank, Sabetha)
Tri-County National Bank (a subsidiary of Gold Banc Acquisition Corporation II,
Inc.)
Gold Banc Acquisition Corporation VI, Inc.
Peoples State Bank, Colby, Kansas
Gold Banc Acquisition Corporation VII, Inc.
Gold Banc Acquisition Corporation IX, Inc.

<PAGE>

Exhibit 23(a)

ACCOUNTANTS' CONSENT

Board of Directors
Gold Banc Corporation, Inc.

We consent to the use of our report on the supplemental consolidated financial
statements of Gold Banc Corporation, Inc. as of December 31, 1997 and for each
of the years in the three-year period then ended included herein and to the
reference to our firm under the heading "Experts" in the Registration Statement.
The supplemental consolidated financial statements give retroactive effect to
the merger with First State Bancorporation, Inc. which is expected to be
consummated October 1998. Our opinion on the supplemental consolidated financial
statements is based in part on the report of other auditors.

/s/ KPMG Peat Marwick LLP

Kansas City, Missouri
October 7, 1998

<PAGE>

Exhibit 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the use of our report on the consolidated financial
statements of Citizens Bancorporation, Inc. as of and for the years ended
December 31, 1997 and 1996 included herein and to the reference to our firm
under the heading "Experts" in the Registration Statement filed for the planned
merger with Gold Banc Corporation, Inc.

/s/ KPMG Peat Marwick LLP

Kansas City, Missouri
October 7, 1998

<PAGE>

Exhibit 23(c)

ACCOUNTANTS' CONSENT

We hereby consent to the use of our independent auditors' report dated May
23, 1997 (on the consolidated financial statements of Peoples Bancshares, Inc.
and Subsidiary as of and for the years ended December 31, 1996 and 1995)
included in this Form S-4 Registration Statement and to the reference to our
firm under the heading "Experts" included herein.

/s/ GRA, Thompson, White & Co., P.C.

Merriam, Kansas
October 7, 1998

<PAGE>

Exhibit 23(d)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the inclusion of our report in the Registration Statement
on Form S-4 of Gold Banc Corporation, Inc. filed for the planned merger with
Citizens Bancorporation, Inc. dated February 6, 1998, except for Note 17 as to
which the date is May 19, 1998, with respect to First State Bancorp, Inc.'s
financial statements as of December 31, 1997 and 1996, and for each of the years
in the three-year period ended December 31, 1997. We also consent to the
reference to our firm under the heading "Experts" in the related Prospectus.

/s/ Baird Kurtz & Dobson

Joplin, Missouri
October 6, 1998

<PAGE>

Exhibit 99(a)

PROXY/VOTING INSTRUCTION CARD
GOLD BANC CORPORATION, INC.
Common Stock
Proxy for Special Meeting of Stockholders to be held on _______________, 1998

The undersigned hereby appoint ___________________ and __________________
and any one or more of them, with full power of substitution, as a proxy or
proxies to vote all shares of stock of the undersigned as specified below at the
special meeting of stockholders of Gold Banc Corporation, Inc. to be held on
_______________, 1998, and any adjournment or postponements thereof.

The Board of Directors Recommends a Vote FOR the Following Proposal:

Approval of the Amended and Restated Agreement and Plan of Reorganization,
dated as of October 5, 1998, by and among Gold Banc Corporation, Inc., Gold Banc
Acquisition Corporation IX, Inc. and Citizens Bancorporation, Inc. (the
"Agreement").

[_] FOR [_] AGAINST

Specify your choice by marking the appropriate box. If not otherwise specified,
this proxy will be voted for the approval of the Agreement and Plan of
Reorganization. The named proxies may vote in their discretion upon such other
business as may properly come before the meeting, or any adjournments or
postponements thereof, including without limitation upon any proposal to
postpone or adjourn the Special Meeting.

, 1998 , 1998
- ---------------------------------- ----------------------------------
SIGNATURE Date SIGNATURE(S) IF HELD JOINTLY Date

- ----------------------------------
PRINTED NAME
, 1998
- ---------------------------------- ----------------------------------
TITLE (IF APPLICABLE) SIGNATURE(S) IF HELD JOINTLY Date

Should any joint tenants be deceased please attach certified copy of the
death certificate or affidavit of death.
<PAGE>

YOUR VOTE IS IMPORTANT!

UNDER KANSAS LAW, THE FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS A VOTE
AGAINST APPROVAL OF THE AGREEMENT.

Please follow these steps to ensure that your proxy is properly executed and
returned in time to be counted:

1. Mark your vote for the proposal in one of the two boxes on the other side
of this card.

2. Please sign exactly as your name or names appear on your stock
certificate(s). Also enter the date. Joint owners should each sign
personally. When signing as attorney, executor, administrator, trustee or
guardian, or on behalf of a corporation or other entity, the full title as
such should be given.

3. Mail the completed card with signature in the enclosed reply envelope to:

Gold Banc Corporation, Inc.
Attention: Keith E. Bouchey
11301 Nall Avenue
Leawood, Kansas 66211

If you have any questions regarding completion of this proxy card, contact Keith
E. Bouchey at (913) 451-8050.