GOLD BANC CORP INC, S-4, 1999-11-23

GOLD BANC CORP INC
S-4, 1999-11-23
NATIONAL COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on November 23, 1999

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)

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KANSAS 6712 48-1008593
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification No.)
of incorporation or Classification Code
organization) Number)

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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)

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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:

RONALD R. LEVINE, II, ESQ.
CRAIG L. EVANS, ESQ. Davis Graham & Stubbs, LLP
Stinson, Mag & Fizzell, P.C. 370 Seventeenth Street, Suite 4700
1201 Walnut Street, Suite 2800 Denver, Colorado 80202
Kansas City, Missouri 64106 (303) 892-9400
(816) 842-8600 Facsimile: (303) 893-1379
Facsimile: (816) 691-3495

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
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered (1) Per Unit Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share $51,006,085
(3)...................................... 5,389,363 N/A (2) (2) $14,179.69 (2)
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</TABLE>
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(1) This Registration Statement relates to Common Stock, par value $1.00 per
share ("Gold Banc Common Stock"), of Gold Banc Corporation, Inc. ("Gold
Banc") issuable to holders of Common Stock, par value $.001 per share
("Union Bankshares Common Stock"), of Union Bankshares, Ltd. ("Union
Bankshares") in the proposed merger of Union Bankshares into Gold Banc
Acquisition Corporation VIII, Inc., a wholly-owned subsidiary of Gold
Banc. The amount of Gold Banc Common Stock to be registered has been
determined by multiplying the exchange ratio (1.7731 shares of Gold Banc
Common Stock for each outstanding share, and each share issuable upon
exercise of stock options, of Union Bankshares Common Stock) by 3,039,514,
the maximum aggregate number of shares of Union Bankshares Common Stock
convertible in the merger (the "Maximum Number of Union Bankshares Common
Shares").
(2) The registration fee was calculated pursuant to Rule 457(f) as 0.000278 of
$16.781 (the average of the high and low sale prices per share of Union
Bankshares Common Stock on the Nasdaq National Market System on November
22, 1999), multiplied by the Maximum Number of Union Bankshares Common
Shares.
(3) Includes associated Rights (the "Rights") to purchase one one-thousandth
of a share of Gold Banc's Series A Preferred Stock. Until the occurrence
of certain prescribed events, the Rights are not exercisable, are
evidenced by the certificates representing Gold Banc Common Stock and will
be transferred only with such shares of Gold Banc Common Stock.

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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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<PAGE>

MERGER PROPOSED--YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Gold Banc and Union Bankshares

The boards of directors of Gold Banc Corporation, Inc. and Union
Bankshares, Ltd. have approved a merger agreement that would result in Gold
Banc acquiring Union Bankshares. The merger offers Union Bankshares
stockholders the opportunity to become stockholders of Gold Banc, a larger
organization. We believe the combination of these two companies will result in
an opportunity to create substantially more stockholder value than could be
achieved by the companies individually.

If we complete the merger, Union Bankshares stockholders will receive for
each share of Union Bankshares common stock a number of shares of Gold Banc
common stock equal to $23.05 divided by the average of the closing sale prices
for Gold Banc common stock for the ten consecutive trading days preceding the
third trading day prior to the effective time of the merger. For example, if
such average of the closing sale prices is $14.00, a Union Bankshares
stockholder would receive 1.6464 shares of Gold Banc common stock for each
share of Union Bankshares. However, there are two exceptions:

. If the average of the closing prices during such ten day period is more than
$16.00, then each Union Bankshares stockholder will receive 1.4406 shares of
Gold Banc common stock for each share of Union Bankshares common stock, and

. If the average of the closing prices during such ten day period is less than
$13.00, then each Union Bankshares stockholder will receive 1.7731 shares of
Gold Banc common stock for each share of Union Bankshares common stock.

Gold Banc stockholders will continue to own their existing shares after the
merger.
[/s/ Michael W. Gullion]
Michael W. Gullion
Chairman of the Board and
Chief Executive Officer
Gold Banc Corporation, Inc.

We cannot complete the merger unless the stockholders of both of our
companies approve it. Each of us will hold a meeting of our stockholders to
vote on the merger. Your vote is very important. Whether or not you plan to
attend your stockholder meeting, please vote by completing and mailing the
enclosed proxy card to us. If you sign, date and mail your proxy card without
indicating how you want to vote, your proxy will be counted as a vote in favor
of the merger. For Union Bankshares stockholders, not returning your proxy
card or not instructing your broker how to vote shares held for you in "street
name" will have the same effect as voting those shares against the merger. For
Gold Banc stockholders, not returning your proxy card or not instructing your
broker how to vote shares held for you in "street name" will affect Gold
Banc's ability to obtain a quorum to be present for purposes of transacting
business at the special meeting. However, once a quorum has been obtained an
abstension or broker non-vote will not have the same effect as voting those
Gold Banc shares against the merger.

The date, times and places of the meetings are:

For Gold Banc stockholders:

, 2000, 10:00 a.m. local time

For Union Bankshares stockholders:

, 2000, 9:00 a.m. local time

This document provides you with detailed information about the proposed
merger. We encourage you to read this entire document carefully.

[/s/ Charles R. Harrison]
Charles R. Harrison
Chairman of the Board and
Chief Executive Officer
Union Bankshares, Ltd.
For a discussion of certain risk factors which you should consider in
evaluating the merger, see "Risk Factors" beginning on page 1.

Neither the Securities and Exchange Commission nor any state securities
regulators have approved the Gold Banc common stock to be issued in the
merger or determined whether this document is truthful or complete. Any
representation to the contrary is a criminal offense.

This Joint Proxy Statement/Prospectus is dated , 2000, and is being
first mailed to stockholders on , 2000.

i
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{Gold Banc Logo]
11301 Nall Avenue
Leawood, Kansas 66211

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NOTICE OF SPECIAL MEETING OF THE STOCKHOLDERS OF
GOLD BANC CORPORATION, INC.

To be held on , 2000

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To the stockholders of Gold Banc Corporation, Inc.:

A special meeting of stockholders of Gold Banc Corporation, Inc., a Kansas
corporation, will be held at the offices of Gold Banc at 11301 Nall Avenue,
Leawood, Kansas, on , 2000, commencing at 10:00 a.m., local
time, to consider and act upon:

1. A proposal to adopt the Agreement and Plan of Reorganization, by and
among Gold Banc, Union Bankshares, Ltd., and Gold Banc Acquisition
Corporation VIII, Inc., dated August 9, 1999, which is described in this
joint proxy statement/prospectus, and the transactions contemplated
thereby. Under the merger agreement:

. Union Bankshares will merge with and into Gold Banc Acquisition
Corporation VIII, Inc.

. Each outstanding share of Union Bankshares common stock will be
converted into a number of shares determined by dividing $23.05 by
the average price for Gold Banc common stock during the 10-day
trading period ending three days prior to the effective time of the
merger, unless such average price is less than $13.00 or greater than
$16.00, in which case the exchange ratio shall be fixed at 1.7731 and
1.4406 shares of Gold Banc stock, respectively.

2. Such other business as may properly come before the meeting.

These proposals and other related matters are more fully described in the
accompanying joint proxy statement/prospectus. A copy of the merger agreement
is attached to the joint proxy statement/prospectus as Appendix A.

Only holders of record of common stock of Gold Banc at the close of
business on , 2000 are entitled to notice of and to vote at the
meeting.

The board of directors of Gold Banc has approved the merger agreement,
declared its advisability and recommends that you vote FOR adoption of the
merger agreement.

Your vote is important. Please date, sign and return the accompanying proxy
card promptly in the enclosed envelope, whether or not you intend to be
present at the meeting. Sending in your proxy now will not interfere with your
rights to attend the meeting or to vote your shares personally at the meeting
if you wish to do so. If your shares are held in "street name" by your broker
or other nominee, only that holder can vote your shares. You should follow the
directions provided by them regarding how to instruct them to vote your
shares.

You may revoke your proxy with respect to any proposal at any time prior to
the completion of the voting on such proposal at the meeting, by following the
procedures set forth in the accompanying joint proxy statement/prospectus.

By Order of the Board of Directors

_____________________________________
Keith E. Bouchey
Corporate Secretary
Leawood, Kansas
, 2000

ii
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NOTICE OF SPECIAL MEETING OF THE STOCKHOLDERS OF
UNION BANKSHARES, LTD.

To be held on , 2000

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To the stockholders of Union Bankshares, Ltd.:

A special meeting of stockholders of Union Bankshares, Ltd., a Delaware
corporation, will be held at , on , 2000,
commencing at 9:00 a.m., local time, to consider and act upon:

1. A proposal to adopt the Agreement and Plan of Reorganization, by and
among Gold Banc Corporation, Inc., Union Bankshares, Ltd. and Gold Banc
Acquisition Corporation VIII, Inc., dated August 9, 1999, which is
described in this joint proxy statement/prospectus, and the transactions
contemplated thereby. Under the merger agreement:

. Union Bankshares will merge with and into Gold Banc Acquisition
Corporation VIII, Inc.

2. Such other business as may properly come before the meeting.

Only holders of record of common stock of Union Bankshares at the close of
business on , 2000 are entitled to notice of and to vote at the
meeting.

The board of directors of Union Bankshares has approved the merger
agreement, declared its advisability and recommends that you vote FOR adoption
of the merger agreement.

By Order of the Board of Directors

_____________________________________
Bruce E. Hall
Secretary

Denver, Colorado
, 2000

iii
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
WHAT UNION BANKSHARES STOCKHOLDERS WILL RECEIVE IN THE MERGER.............. v
QUESTIONS AND ANSWERS ABOUT THE MERGER..................................... vi
WHO CAN HELP ANSWER QUESTIONS.............................................. vii
SUMMARY.................................................................... viii
The Companies............................................................ viii
The Merger............................................................... viii
SUMMARY FINANCIAL INFORMATION.............................................. xii
Gold Banc Historical Financial Information............................... xii
Union Bankshares Historical Consolidated Financial Information........... xiii
Recent Developments...................................................... xiv
Unaudited Pro Forma Financial Information................................ xviii
COMPARATIVE PER SHARE DATA................................................. xxi
COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION.......................... xxvi
RISK FACTORS............................................................... 1
It May be Difficult for Us to Maintain Our Rapid Growth.................. 1
We are Uncertain That the Integration of Union Bankshares Will Achieve
the Desired Cost Savings Opportunities.................................. 1
The Loss of Certain Key Personnel Could Adversely Affect Our Operations.. 2
Changes in the Local Economic Conditions Could Adversely Affect Our Loan
Portfolio............................................................... 2
Our Allowance for Loan Losses May Not Be Adequate to Cover Actual Loan
Losses.................................................................. 2
We May be Unable to Manage Interest Rate Risk that Could Reduce Our Net
Interest Income......................................................... 3
We Cannot Predict How Changes in Technology Will Impact Our Business..... 3
The Banking Business is Highly Competitive............................... 3
Our Operations May be Adversely Affected if We, or Certain Persons With
Whom We Do Business, Fail to Adequately Address the Year 2000 Issue..... 3
We Are Subject to Extensive Regulation................................... 4
Our Subsidiary Banks May be Forced to Pay For Any Losses the FDIC Incurs
If It Provides Assistance to Any of Our Other Subsidiary Banks.......... 4
THE SPECIAL MEETINGS....................................................... 4
Date, Times and Places................................................... 4
Matters to be Considered at the Special Meetings......................... 4
Record Date; Stock Entitled to Vote; Quorum.............................. 5
Votes Required........................................................... 5
</TABLE>
<TABLE>
<CAPTION>
Page
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<S> <C>
Security Ownership of Management........................................ 5
Voting of Proxies....................................................... 6
THE PROPOSED MERGER....................................................... 7
General................................................................. 7
Exchange of Union Bankshares Shares..................................... 7
Stock Options........................................................... 8
Background of the Merger................................................ 8
Our Reasons for the Merger.............................................. 10
Opinion of Union Bankshares' Financial Advisor.......................... 12
Opinion of Gold Banc's Financial Advisor................................ 16
Operations and Management after the Merger.............................. 20
Federal Securities Laws Consequences.................................... 21
Resale of Gold Banc Common Stock........................................ 21
Harrison Registration Rights............................................ 21
Fees and Expenses of the Merger......................................... 22
Accounting Treatment; Restrictions on Sales by Affiliates............... 22
Federal Income Tax Consequences......................................... 22
Interests of Union Bankshares' Management and Directors in the Merger... 23
Dissenters' Rights...................................................... 23
Conditions to the Merger................................................ 24
Regulatory Approval..................................................... 25
Conduct of Business Pending the Merger.................................. 25
No Solicitation......................................................... 25
Waiver and Amendment.................................................... 25
Termination of the Merger Agreement..................................... 26
Effective Time.......................................................... 26
UNAUDITED PRO FORMA FINANCIAL STATEMENTS.................................. 27
FINANCIAL INFORMATION REGARDING UNION BANKSHARES.......................... 44
UNION BANKSHARES' MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS...................................... 45
COMPARATIVE RIGHTS OF STOCKHOLDERS........................................ 58
EXPERTS................................................................... 66
LEGAL MATTERS............................................................. 66
FUTURE STOCKHOLDERS PROPOSALS............................................. 66
WHERE YOU CAN FIND MORE INFORMATION....................................... 67
INDEX TO FINANCIAL STATEMENTS OF UNION BANKSHARES, LTD. AND SUBSIDIARIES.. F-1
APPENDIXA--Agreement and Plan of Reorganization
APPENDIXB--Opinion of Union Bankshares' Financial Advisor
APPENDIXC--Opinion of Gold Banc's Financial Advisor
</TABLE>

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WHAT UNION BANKSHARES STOCKHOLDERS WILL RECEIVE IN THE MERGER

We refer to the amount of Gold Banc common stock into which one share of
Union Bankshares common stock would be converted in the merger as the
"conversion number". The conversion number is determined by dividing the
"target" Union Bankshares share price of $23.05 by the average of the closing
sales prices of Gold Banc common stock as reported on the Nasdaq National
Market over the 10 trading days immediately preceding the third trading day
prior to the effective time of the merger (referred to as the "Gold Banc share
price"), subject to certain adjustments based on the Gold Banc share price as
follows:

. If the Gold Banc share price is greater than $16.00, the Gold Banc share
price used to determine the conversion number is equal to $16.00.

. If the Gold Banc share price is equal to or between $13.00 and $16.00,
each Union Bankshares share would be exchanged for that number of shares
of Gold Banc common stock that have a value of $23.05 (based upon the
Gold Banc share price).

. If the Gold Banc share price is less than $13.00, the Gold Banc share
price used to determine the conversion number is equal to $13.00.
Therefore, if the Gold Banc share price is less than $13.00, Union
Bankshares stockholders could receive merger consideration valuing their
shares of Union Bankshares common stock at less than $23.05 per share.
The Union Bankshares board of directors has the right to terminate the
merger agreement within 5 business days after the Union Bankshares
special stockholder meeting should the average of the closing sales
prices for the 10 trading days ending on the day prior to the Union
Bankshares special stockholders meeting be below $11.00. The Union
Bankshares board is not required to exercise this right and does not
currently intend to resolicit stockholder approval should it decide to
exercise, or not to exercise, such right. The Union Bankshares board has
not undertaken any analysis, or made any decision, about its course of
action should the Gold Banc share price calculated as discussed above be
less than $11.00 during the period contemplated above.

Illustrations of calculation of the conversion number are provided below:

<TABLE>
<CAPTION>
(2) (4)
(1) The Gold Banc share price (3) The value of the merger
If the average used in the calculation of the The conversion number consideration per Union Bankshares
Gold Banc trading conversion number is [$23.05 / Gold Banc share share [based on Gold Banc
share price is: deemed to be: price in column (2)] is: share price in column (1)] is:
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<S> <C> <C> <C>
$11.00 $13.00 1.7731 $19.50
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$12.00 $13.00 1.7731 $21.28
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$13.00 $13.00 1.7731 $23.05
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$14.00 $14.00 1.6464 $23.05
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$15.00 $15.00 1.5367 $23.05
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$16.00 $16.00 1.4406 $23.05
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$17.00 $16.00 1.4406 $24.49
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</TABLE>

Union Bankshares expects to announce the average Gold Banc share price, the
conversion number and the per share merger consideration value on
, 2000, assuming a Union Bankshares special stockholders
meeting date of , 2000. Such information will also be
available by calling on or after , 2000
and until the closing of the merger.

Because the period for calculating the average trading price of Gold Banc
common stock will end before the subsequent effectiveness of the merger, the
actual market value of the Gold Banc common stock you receive as merger
consideration may differ from the calculated value of the merger consideration
shown above, which is provided here for illustrative purposes only.

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QUESTIONS AND ANSWERS
ABOUT THE MERGER

Q: Why are the two companies proposing to merge?

A: We believe the proposed merger is in the best interests of both of the
companies and their respective stockholders. The board of directors of Gold
Banc believes that the merger will result in the addition to Gold Banc's
existing organization of a well-suited and positioned banking institution.
The board of directors of Union Bankshares believes the merger provides
significant value opportunity to Union Bankshares stockholders and enables
them to participate in the opportunities for growth offered by Gold Banc.

You should review the reasons for the merger described in greater detail at
pages 10 through 12.

Q: When and where are the special meetings?

A: Both of the Gold Banc and Union Bankshares special meetings are scheduled to
take place on , 2000. The Gold Banc special meeting will take
place at 10:00 a.m., local time, at . The Union
Bankshares special meeting will take place at 9:00 a.m., local time, at
.

Q: When do you expect the merger to be completed?

A: We expect to complete the merger promptly after receiving stockholder
approvals at the special meetings.

Q: What do I need to do now?

A: You should carefully read and consider the information contained in this
document. Then, please fill out, sign and mail your proxy card in the
enclosed return envelope as soon as possible so that your shares may be
represented at the special meeting. If the card does not specify a choice it
will be voted "FOR" the merger and all other proposals.

Q: What if I don't vote or I abstain from voting?

A: If you are a Union Bankshares stockholder and you do not vote or you
abstain, the effect will be a vote against the merger.

If you are a Gold Banc stockholder and you do not vote or you abstain, it
will affect Gold Banc's ability to obtain a quorum to be present for
purposes of voting, however, only votes "for" or "against" the merger will
affect the result of the vote.

Q: If my shares are held by my broker in "street name," will my broker vote my
shares for me?

A: Your broker will vote your shares only if you provide instructions on how to
vote. You should follow the directions provided by your broker to vote your
shares.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. You may change your vote at any time before your proxy is voted at the
special meeting. You can do this in one of three ways. First, you can send a
written notice stating that you would like to revoke your proxy. Second, you
can complete and submit a new proxy card. If you choose either of these two
methods, you must submit your notice of revocation or your new proxy card to
Gold Banc Corporation, Inc., at 11301 Nall Avenue, Leawood, Kansas 66211,
Attention: Keith E. Bouchey, Secretary, if you are a Gold Banc stockholder,
or to Union Bankshares, Ltd., 1825 Lawrence Street, Suite 444, Denver,
Colorado 80202, Attention: Bruce E. Hall, Secretary, if you are a Union
Bankshares stockholder. Third, you can attend the special meeting and vote
in person. Simply attending the meeting, however, will not revoke your
proxy; you must request a ballot and vote the ballot at the meeting. If you
have instructed a broker to vote your shares, you must follow directions
received from your broker to change your vote.

Q: Should I send in my stock certificate now?

A: No. After the merger is completed, Union Bankshares stockholders will
receive written instructions for exchanging their stock certificates for
certificates of Gold Banc common stock. Gold Banc stockholders will keep
their existing certificates.

Q: What happens to my future dividends?

A: Gold Banc pays a quarterly dividend of $0.02 per share on its common stock.
Gold Banc intends to continue paying a quarterly dividend after the merger,
although all dividends are subject to approval and declaration by Gold
Banc's board of directors. Union Bankshares currently does not pay dividends
on its common stock.

vi
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WHO CAN HELP ANSWER QUESTIONS?

If you have more questions about the merger, you should call:

Gold Banc stockholders: Union Bankshares stockholders:

Keith E. Bouchey, Corporate Secretary Bruce E. Hall, Secretary
Gold Banc Corporation, Inc. Union Bankshares, Ltd.
11301 Nall Avenue 1825 Lawrence Street
Leawood, Kansas 66211 Suite 444
(913) 451-8050 Denver, Colorado 80202
(303) 298-5352

vii
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SUMMARY

This Summary, together with the preceding Question and Answer section,
highlights selected information from this joint proxy statement/prospectus and
may not contain all the information that is important to you. To better
understand the merger and related transactions and for a more complete
description of the legal terms of the merger and related transactions, you
should carefully read this entire document and the documents we have referred
you to. See "Where You Can Find More Information" on page .

The Companies

Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, Kansas 66211
(913) 451-8050

Gold Banc provides a full range of community banking and related financial
services in Kansas, Oklahoma and Missouri. As a multi-bank holding company,
Gold Banc owns nine commercial banks, one federal savings bank, an investment
advisory company, a trust company, a computer services business, a mortgage
banking operation and an insurance agency. Its growth has been based on a
community banking strategy, which it believes its customers value because it
combines a focus on local communities with the breadth in product and service
offerings of a larger bank. At September 30, 1999, Gold Banc had total assets
of $1.3 billion, total deposits of $967.3 million, and total stockholders'
equity of $90.3 million.

Union Bankshares, Ltd.
1825 Lawrence Street
Suite 444
Denver, Colorado 80202
(303) 298-5352

Union Bankshares is an independent bank holding company that owns Union Bank
& Trust, a state chartered commercial bank located in Denver, Colorado. Its
strategy for growth has been to develop startup branches around the Denver
metropolitan area. In December 1998, it acquired Lakewood State Bank, a state
chartered bank located in Lakewood, Colorado, which it now operates as a
branch. At September 30, 1999, Union Bankshares had total assets of $351.9
million, total deposits of $292.2 million, and total stockholders' equity of
$19.5 million.

The Merger

We have attached the Agreement and Plan of Reorganization to this document
as Appendix A. We encourage you to read this merger agreement as it is the
legal document that governs the merger.

Our Reasons for the Merger (see pages 10 through 12)

Our companies are proposing to merge because we believe that by combining
them we can create a stronger and more diversified company that will provide
significant benefits to our stockholders and customers alike.

Gold Banc's board considered a number of factors, including:

. the anticipated merger consideration in relation to the book value and
earnings per share of the Union Bankshares common stock,

. the business, operations and financial condition of Union Bankshares, its
market presence and enhanced opportunities for growth made possible by the
merger,

. the anticipated revenue enhancement and cost savings opportunities,

. the complimentary nature of the markets served and products offered by the
two companies and the expansion of market presence into Colorado,

. the impact of the merger on customers, depositors, employees, and communities
served by the company, and

. the merger's consistency with Gold Banc's ongoing growth strategy.

In addition to the foregoing and their effect on Gold Banc, Union Bankshares'
board considered a number of additional factors, including:

. alternatives to enhance stockholder value,

viii
<PAGE>

. the opportunity for stockholders to realize a premium over historical market
prices for their shares through a tax-free exchange, and

. minimal disruption to customers, depositors, employees and communities
serviced by Union Bankshares.

Our Recommendations to Stockholders (see pages 10 and 12)

To Gold Banc Stockholders: The Gold Banc board of directors believes that
the merger is fair to you and in your best interests and unanimously recommends
that you vote "FOR" the proposal to approve the merger.

To Union Bankshares Stockholders: The Union Bankshares board of directors
believes that the merger is fair to you and in your best interests and
unanimously recommends that you vote "FOR" the proposal to approve the merger.

What Union Bankshares Stockholders will Receive (see page 7)

If we complete the merger, you will receive for each share of Union
Bankshares common stock a number of shares of Gold Banc common stock equal to
$23.05 divided by the average of the closing sale prices for Gold Banc common
stock for the ten consecutive trading days preceding the third trading day
prior to the effective time of the merger. For example, if such average of the
closing sale prices is $14.00, a Union Bankshares stockholder would receive
1.6464 shares of Gold Banc common stock for each share of Union Bankshares
common stock. However, there are two exceptions:

. If the average of the closing prices during such ten day period is less than
$13.00, then each Union Bankshares stockholders will receive 1.7731 shares of
Gold Banc common stock for each share of Union Bankshares common stock.

Gold Banc will not issue any fractional shares in the merger. Instead, you
will receive cash for any fractional share of Gold Banc common stock owed to
you. The amount of cash you will receive will be calculated based on an average
of Gold Banc's stock closing sale prices ten trading days preceding the third
trading day before the effective time of the merger.

Example:

If you currently own 1,000 shares of Union Bankshares common stock, and the
average of the closing sale prices of Gold Banc common stock during such
10-day period is $14.00, then the conversion number is 1.6464 (or $23.05
divided by $14.00). Therefore, after the merger you will receive 1,646
shares of Gold Banc common stock and a $5.60 check for the sale proceeds
for .40 of one share of Gold Banc common stock, rounded to the nearest one
cent.

Following the merger, you will be entitled to exchange your shares of Union
Bankshares common stock for shares of Gold Banc common stock by sending your
Union Bankshares common stock share certificates, and a form that we will send
to you, to the exchange agent, American Stock Transfer & Trust Company, which
will then exchange them for shares of Gold Banc common stock. For more
information on how this exchange procedure works, see "Exchange of
Certificates" on page .

The formula for determining the number of shares of Gold Banc stock that
will be exchanged for each share of Union Bankshares stock is intended to
provide Union Bankshares stockholders with $23.05 of value for each of their
shares unless Gold Banc stock exceeds $16.00 per share or is less than $13.00
per share. Of course, the market price of Gold Banc common stock will fluctuate
after the merger. Gold Banc common stock trades on the Nasdaq Stock Market
under the symbol "GLDB." You may obtain current stock price quotations for Gold
Banc common stock from your stockbroker, in major newspapers such as The Wall
Street Journal and on the Internet.

What Gold Banc Stockholders will Retain

You will not receive any shares in the merger. If you currently own shares
of Gold Banc common stock, you will continue to hold those shares after the
merger, without any changes.

ix
<PAGE>

Federal Income Tax Consequences (see page 22)

Union Bankshares Stockholders. If you are a Union Bankshares stockholder,
you should not recognize gain or loss for federal income tax purposes in the
merger except to the extent of cash you receive in payment of any fractional
share that may result from the exchange ratio of the merger.

Gold Banc Stockholders. If you are a Gold Banc stockholder, you should not
recognize gain or loss for federal income tax purposes in connection with the
merger.

No Appraisal Rights (see page 23)

Gold Banc is incorporated under Kansas law, and Union Bankshares is
incorporated under Delaware law. Under the applicable Kansas and Delaware law,
neither Gold Banc stockholders nor Union Bankshares stockholders have any right
to an appraisal of value of their shares in connection with the merger.

Directors and Management Following the Merger (see page 21)

Upon completion of the merger, the board of directors of Gold Banc will
consist of the seven present Gold Banc directors and Charles R. Harrison, the
present CEO of Union Bankshares. No changes will be made to the Gold Banc
management in connection with the merger.

Opinion of Union Bankshares' Financial Advisor (see pages 12 through 16)

In deciding to approve the merger, the Union Bankshares board considered the
opinion from its financial advisor, The Wallach Company, Inc. as to the
fairness from a financial point of view of the shares of Gold Banc common stock
to be exchanged for each one share of Union Bankshares. This opinion is
attached as Appendix B to this joint proxy statement/prospectus.

Opinion of Gold Banc's Financial Advisor (see pages 16 through 20)

In deciding to approve the merger, the Gold Banc board considered the
opinion from its financial advisor, U.S. Bancorp Piper Jaffray as to the
fairness from a financial point of view of the merger. This opinion is attached
as Appendix C to this joint proxy statement/prospectus.

Conditions to the Merger (see page 24)

The completion of the merger depends upon the satisfaction of a number of
conditions, including the following:

. approval by both the Gold Banc and the Union Bankshares stockholders,

. the continued accuracy of each company's representations and warranties and
compliance by each company with its agreements contained in the merger
agreement,

. receipt of a legal opinion from Gold Banc's counsel as to the tax
consequences of the merger,

. receipt of required regulatory approvals,

. there being no legal action or court order that prohibits the merger,

. the average of the closing sale prices of Gold Banc common stock for the ten
trading days immediately preceding the third trading day before the effective
time of the merger is not less than $11.00 per share,

. there has not been a material adverse change in the financial condition or
assets of either Gold Banc or Union Bankshares,

. the pooling of interests method of accounting for the merger continues to be
available, and

. certain financial measures applicable to Union Bank & Trust are satisfied.

Termination of the Merger Agreement (see page 26)

Gold Banc and Union Bankshares can agree to terminate the merger agreement
without completing the merger, and either company can terminate the merger
agreement on its own without completing the merger under various circumstances,
including if any of the following occurs:

. by either company if the merger has not been consummated by May 5, 2000,

x
<PAGE>

. by Gold Banc, if any regulatory approval of the merger is denied or requires
a condition or restriction that would be materially adverse or unduly
burdensome to Gold Banc,

. by either company if the other has materially breached the merger agreement
and has not cured such breach within 30 days of notice of the breach or the
closing date, whichever is earlier,

. by either company if the conditions to the merger benefitting that party are
not satisfied or waived before the closing date of the merger,

. by Union Bankshares if it receives an unsolicited acquisition proposal from
another party that the Union Bankshares board believes is superior to the
merger,

. by Gold Banc if Union Bankshares has entered into an agreement to be
acquired by another party or if the Union Bankshares board or a committee of
the board approves such a transaction to be acquired, or

. by Union Bankshares within five business days after the special meeting of
Union Bankshares stockholders if the average closing sales price of Gold
Banc common stock on the 10 consecutive trading days ending on the day
immediately preceding the special meeting is less than $11.00 per share.

Termination Fees and Expenses (see page 26)

Union Bankshares is required to pay Gold Banc a termination fee of $2
million if:

. Union Bankshares terminates the merger agreement because it received an
unsolicited acquisition proposal from another party that the Union
Bankshares board believes is superior to the merger, or

. Gold Banc terminates the merger agreement because Union Bankshares entered
into an agreement to be acquired by another party or because the Union
Bankshares board or a committee of the board approved such a transaction to
be acquired.

Stock Options (see page 8)

Union Bankshares Stock Options. Upon completion of the merger, each option
to acquire Union Bankshares common stock that is outstanding and unexercised
immediately before completing the merger will become an option to purchase
Gold Banc common stock. The number of shares of Gold Banc common stock subject
to the new stock options, as well as the exercise price of those stock
options, will be adjusted to account for the conversion ratio in the merger.
Additionally, the stock options contain provisions that cause the options to
become fully vested upon a change in control. Therefore, the options will vest
as a result of the merger. The options will continue to be governed by the
Union Bankshares stock option plans.

Gold Banc Stock Options. Upon completion of the merger, each option to
acquire Gold Banc common stock granted under Gold Banc's stock option plans
that is outstanding and unexercised immediately before completing the merger
will remain unchanged. The options will continue to be governed by the terms
of Gold Banc's stock option plans.

xi
<PAGE>

SUMMARY FINANCIAL INFORMATION

We are providing the following financial information to aid you in your
analysis of the financial aspects of the merger. This information is only a
summary and you should read it in conjunction with the historical financial
statements of Gold Banc and Union Bankshares and the related notes and
Management's Discussion and Analysis of Financial Condition and Results of
Operations. These items for Union Bankshares are contained in its Management's
Discussion and Analysis of Financial Condition and Results of Operations
beginning on page 45 and in the Union Bankshares financial statements beginning
on page F-1. These items for Gold Banc are contained in its annual, quarterly
and other reports that Gold Banc has filed with the Securities and Exchange
Commission that are incorporated herein by reference. See "Where You Can Find
More Information" on page 67.

Gold Banc Selected Historical Consolidated Financial Information

The historical consolidated financial information for Gold Banc reflects the
following items which you should consider in making period-to-period
comparisons.

<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
--------------------- ----------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---------- ---------- ---------- -------- -------- -------- --------
(in thousands, except for per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Financial
Data--Gold Banc:
Net interest income and
other income........... $ 42,684 $ 32,003 $ 44,386 $ 32,309 $ 24,549 $ 20,555 $ 16,820
Net earnings............ 10,192 9,906 11,919 9,874 4,906 3,105 3,132
Pro Forma (1)......... 10,192 8,124 9,122 8,295 4,906 3,105 3,132
Basic and diluted net
earnings per common
share.................. 0.59 0.60 0.71 0.64 0.45 0.30 0.29
Pro Forma (1)......... 0.59 0.49 0.55 0.54 0.45 0.30 0.29
Cash dividends paid per
common share (2)....... 0.06 0.06 0.08 0.05 -- -- --
Total assets (end of
period)................ 1,278,662 1,039,874 1,111,356 824,464 632,561 532,044 453,065
Long-term borrowings
(end of period)........ 128,940 52,634 78,708 35,174 7,074 14,973 14,631
Total stockholders'
equity (end of period). 90,290 80,347 83,811 66,566 53,120 28,875 24,479
Book value per common
share (end of period).. $ 5.25 $ 4.76 $ 4.88 $ 4.19 $ 3.46 $ 2.69 $ 2.26
</TABLE>
- --------
(1) Citizens Bank of Tulsa (Citizens) was acquired in a pooling of interests in
December 1998 and was taxed as a Subchapter S corporation for 1997 and
1998. As a Subchapter S corporation, Citizens was not subject to federal
income taxes; rather such income was included in the taxable income of
stockholders. The 1998 and 1997 data has been adjusted to include pro forma
tax expense, net earnings, and net earnings per share as if Citizens had
not been a Subchapter S corporation.
(2) Prior to the second quarter of 1997, Gold Banc had not paid cash dividends
on its common stock. The dividends paid do not reflect a restatement of
dividends paid out prior to 1998 by entities acquired in poolings of
interests.

xii
<PAGE>

Union Bankshares Selected Historical Consolidated Financial Information

The historical consolidated financial information for Union Bankshares
reflects the following items which you should consider in making period-to-
period comparisons:

<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
----------------- --------------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(in thousands, except for per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Financial
Data--Union Bankshares:
Net interest income and
other income........... $ 11,997 $ 9,278 $ 12,559 $ 11,800 $ 10,351 $ 8,856 $ 7,303
Net earnings............ 1,054 1,248 1,637 2,136 1,573 1,226 1,043
Basic net earnings per
common share........... 0.45 0.53 0.70 0.92 0.68 0.53 0.44
Diluted net earnings per
common share........... 0.40 0.47 0.62 0.84 0.65 0.53 0.44
Total assets (end of
period)................ 351,888 249,398 314,577 221,505 183,186 167,232 145,772
Long-term borrowings
(end of period)........ 10,304 11,000 15,304 12,000 3,500 6,512 6,700
Total stockholders'
equity (end of period). 19,511 19,859 20,344 18,222 16,032 14,912 12,055
Book value per common
share (end of period).. $ 8.30 $ 8.48 $ 8.69 $ 7.81 $ 6.97 $ 6.51 $ 5.19
</TABLE>

xiii
<PAGE>

Recent Developments

Proposed Acquisitions by Gold Banc Corporation, Inc.
of American Bancshares, Inc.,
CountryBanc Holding Company,
First Business Bancshares of Kansas City, Inc.
and DSP Investments, Limited

American Bancshares, Inc.

On September 6, 1999 Gold Banc entered into an Agreement and Plan of
Reorganization to acquire American Bancshares, Inc., a Florida corporation. As
of September 30, 1999, American Bancshares had total assets of $471.5 million,
total deposits of $352.1 million and total stockholders' equity of $27.0
million. American Bancshares, founded in 1989, has grown rapidly to ten
locations and is the largest independent bank in Manatee County, Florida. Most
of the bank's customers are small and medium-sized businesses and individuals
located in the west central coastal area of Florida. The total purchase price
of American Bancshares is approximately $91 million in a stock-for-stock, tax-
free exchange. The transaction is subject to approval of regulatory authorities
and the stockholders of both Gold Banc and American Bancshares. The transaction
will be accounted for as a pooling of interests and is expected to close in the
first quarter of 2000.

Should the merger of Gold Banc and American Bancshares occur, American
Bancshares' shares would be converted into Gold Banc shares using a "conversion
number." The conversion number is determined by dividing the "target" American
Bancshares' share price of $18.18 by the average of the high and low sales
prices of Gold Banc common stock as reported on the Nasdaq National Market and
calculated on a daily basis for the 10 trading days ending the third trading
day prior to the date of merger, subject to certain adjustments based on the
Gold Banc share price as follows:

. If the Gold Banc share price is greater than $13.75, the Gold Banc share
price used to determine the conversion number is equal to $13.75.

. If the Gold Banc share price is equal to or between $11.00 and $13.75,
each American Bancshares' share would be exchanged for Gold Banc common
stock with an $18.18 value (based upon the Gold Banc share price).

. If the Gold Banc share price is less than $11.00, the Gold Banc share
price used to determine the conversion number is deemed to be $11.00.
American Bancshares has the right to terminate the merger should the Gold
Banc share price be below $10.00.

We are providing the following American Bancshares Selected Historical
Consolidated Financial Information to aid you in your analysis of the financial
aspects of the recent development and its possible impact to Gold Banc's and
Union Bankshares' stockholders. This information is only a summary and you
should read it in conjunction with the historical financial statements of
American Bancshares and the related notes contained in its financial statements
that Gold Banc has filed with the Securities and Exchange Commission on its
Form 8-K dated November 19, 1999 that are incorporated herein by reference.

xiv
<PAGE>

American Bancshares Selected Historical Consolidated Financial Information

<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
----------------- --------------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(in thousands, except for per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Financial
Data-- American
Bancshares:
Net interest income and
other income........... $ 17,277 $ 14,792 $ 20,258 $ 15,870 $ 11,614 $ 9,460 $ 6,753
Net earnings............ 1,670 1,233 1,627 1,920 782 850 712
Basic net earnings per
common share........... 0.33 0.25 0.33 0.38 0.17 0.27 0.26
Diluted net earnings per
common share........... 0.33 0.25 0.32 0.38 0.17 0.27 0.26
Total assets (end of
period)................ 471,459 436,732 455,164 353,901 273,630 218,993 183,901
Long-term borrowings
(end of period)........ 42,249 42,249 42,249 500 5,000 -- --
Total stockholders'
equity (end of period). 26,993 27,651 27,427 26,079 23,504 14,632 11,484
Book value per common
share (end of period).. $ 5.36 $ 5.54 $ 5.49 $ 5.22 $ 4.77 $ 4.40 $ 4.07
</TABLE>

CountryBanc Holding Company

On October 22, 1999, Gold Banc entered into an Agreement and Plan of
Reorganization to acquire CountryBanc Holding Company of Edmond, Oklahoma. On a
pro forma restated basis, as of September 30, 1999, CountryBanc had total
assets of $530.2 million, total deposits of $455.5 million and total
stockholders' equity of $49.7 million. CountryBanc's September 30, 1999
financial position on a restated pro forma basis includes its planned
acquisition of American Heritage Bancorp, Inc. ("American Heritage"). American
Heritage is expected to be acquired during December 1999. The acquisition will
be accounted for as a pooling of interests. As of September 30, 1999, American
Heritage had total assets of $81.2 million, total deposits of $67.0 million,
total stockholders' equity of $9.8 million and year to date net earnings of
$1.1 million. The companies are expected to incur transaction related costs of
$1.8 million associated with the acquisition.

CountryBanc, founded in 1995, acquired three banks in Oklahoma in 1996 and
to date has completed three additional acquisitions plus American Heritage as
discussed above. CountryBanc operates in 17 central and western Oklahoma
communities including Oklahoma's fastest growing market of Oklahoma City. The
total purchase price of CountryBanc is approximately $83 million in a stock-
for-stock, tax free exchange. The transaction is subject to approval of
regulatory authorities and the stockholders of both Gold Banc and CountryBanc.
The transaction will be accounted for as a pooling of interests and is expected
to close in the first quarter of 2000.

Should the merger of Gold Banc and CountryBanc occur, 1,794,955 shares of
CountryBanc would be exchanged for 7,971,589 shares of Gold Banc's common
stock. CountryBanc has the right to terminate the merger should the Gold Banc
share price prior to closing be less than $9.50 per share.

We are providing the following CountryBanc Selected Historical Consolidated
Financial Information to aid you in your analysis of the financial aspects of
the recent development and its possible impact to Gold Banc's and Union
Bankshares' stockholders. This information does not include any adjustments or
restatements for CountryBanc's acquisition of American Heritage Bancorp, which
is expected to take place in December 1999.

xv
<PAGE>

This information is only a summary and you should read it in conjunction with
the historical financial statements of CountryBanc and the related notes
contained in its financial statements that Gold Banc has filed with the
Securities and Exchange Commission on its Form 8-K dated November 19, 1999 that
are incorporated herein by reference.

CountryBanc Selected Historical Consolidated Financial Information

<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
----------------- ---------------------------
(90 Days)
1999 1998 1998 1997 1996
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Selected Financial Data--
CountryBanc (1):
Net interest income and other
income.......................... $ 17,625 $ 15,875 $ 21,218 $ 19,196 $ 4,765
Net earnings (loss).............. 3,830 3,560 4,741 3 ,789 (8)
Basic net earnings per common
share........................... 3.17 3.04 4.02 3.38 (0.03)
Diluted net earnings per common
share........................... 2.69 2.57 3.40 2.84 (0.02)
Total assets (end of period)..... 449,065 430,483 444,090 387,325 381,520
Long-term borrowings (end of
period)......................... 15,090 9,700 18,900 7,225 7,100
Total stockholders' equity (end
of period)...................... 40,184 36,331 37,437 30,524 26,716
Book value per common share (end
of period)...................... $ 33.26 $ 30.08 $ 30.99 $ 27.23 $ 23.83
</TABLE>
- --------
(1) CountryBanc commenced operations in October 1996 with three acquisitions;
previous operations of the company were insignificant.

First Business Bancshares of Kansas City, Inc.

On October 19, 1999, Gold Banc entered into an Agreement and Plan of
Reorganization to acquire First Business Bancshares of Kansas City, Inc.. First
Business Bancshares' principal asset is an 86% ownership in First Business Bank
of Kansas City, N.A. As of September 30, 1999 the bank had total assets of
$125.0 million, total deposits of $105.1 million and total stockholders equity
of $7.1 million. First Business Bancshares was founded in 1989. Most of the
bank's customers are small and medium-sized businesses and individuals located
in and around metropolitan Kansas City, Missouri. The total purchase price of
First Business Bancshares is approximately $29 million in a stock-for-stock,
tax-free exchange. The transaction is subject to approval of regulatory
authorities and the stockholders of both Gold Banc and First Business
Bancshares. The transaction will be accounted for as a pooling of interests and
is expected to close in the first quarter of 2000.

In conjunction with the acquisition of First Business Bancshares and
included in the approximately $29 million purchase price is a stock-for-stock,
tax-free exchange of Gold Banc stock for the 14% minority interest held by
third parties in First Business Bank of Kansas City, N.A. The acquisition of
the minority interests will be accounted for as a purchase.

Should the merger of Gold Banc and First Business Bancshares occur, First
Business Bancshares' shares would be converted into Gold Banc shares using a
"conversion number." The conversion number is determined by dividing the
"target" First Business Bancshares' share price of $109.79 by the average of
the high and low sales prices of Gold Banc common stock as reported on the
Nasdaq National Market and calculated on a daily basis for the 10 trading days
ending the third trading day prior to the date of merger, subject to certain
adjustments based on the Gold Banc share price as follows:

. If the Gold Banc share price is greater than $13.50, the Gold Banc share
price used to determine the conversion number is equal to $13.50.

xvi
<PAGE>

. If the Gold Banc share price is equal to or between $11.00 and $13.50,
each First Business Bancshares' share would be exchanged for Gold Banc
common stock with an $109.79 value (based upon the Gold Banc share
price).

. If the Gold Banc share price is less than $11.00, the Gold Banc share
price used to determine the conversion number is deemed to be $11.00.
First Business Bancshares has the right to terminate the merger should
the Gold Banc share price be below $10.50.

Should the merger of Gold Banc and First Business Bancshares occur, the
minority interests in First Business Bank would be acquired using Gold Banc
shares using a "conversion number." The conversion number is determined by
dividing the "target" minority share price of $101.73 by the average of the
high and low sales prices of Gold Banc common stock as reported on the Nasdaq
National Market and calculated on a daily basis for the 10 trading days ending
the third trading day prior to the date of merger, subject to certain
adjustments based on the Gold Banc share price as follows:

. If the Gold Banc share price is greater than $13.50, the Gold Banc share
price used to determine the conversion number is equal to $13.50.

. If the Gold Banc share price is equal to or between $11.00 and $13.50,
each minority share would be exchanged for Gold Banc common stock with an
$101.73 value (based upon the Gold Banc share price).

. If the Gold Banc share price is less than $11.00, the Gold Banc share
price used to determine the conversion number is deemed to be $11.00.

We are providing the following First Business Bancshares' Selected
Historical Consolidated Financial Information to aid you in your analysis of
the financial aspects of the recent development and its possible impact to Gold
Banc's and Union Bankshares' stockholders. This information is only a summary
and you should read it in conjunction with the historical financial statements
of First Business Bancshares and the related notes contained in its financial
statements that Gold Banc has filed with the Securities and Exchange Commission
on its Form 8-K dated November 19, 1999 that are incorporated herein by
reference.

First Business Bancshares Selected Historical Consolidated Financial
Information

<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
----------------- ----------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- ------- ------- ------- -------
(in thousands, except for per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Financial
Data--First Business
Bancshares:
Net interest income and
other income........... $ 4,684 $ 4,210 $ 5,734 $ 4,719 $ 4,557 $ 3,970 $ 3,584
Net earnings............ 596 651 962 560 1,458 734 476
Basic net earnings per
common share........... 3.65 4.02 5.94 3.48 9.11 4.59 2.98
Diluted net earnings per
common share........... 2.86 2.99 4.41 2.70 6.77 3.52 2.41
Total assets (end of
period)................ 125,118 119,444 112,874 90,602 81,908 80,785 63,296
Long-term borrowings
(end of period)........ 4,008 1,868 2,425 1,567 1,567 1,367 1,318
Total stockholders'
equity (end of period). 7,129 6,190 6,333 5,790 5,215 3,744 2,844
Book value per common
share (end of period).. $ 42.43 $ 40.72 $ 42.23 $ 36.82 $ 33.17 $ 23.81 $ 18.09
</TABLE>

DSP Investments, Limited

On October 21, 1999, Gold Banc entered into a definitive agreement to
acquire all the outstanding common stock of DSP Investments, Limited, whose
only asset is its 100% ownership of Linn County Bank. Linn County Bank is the
oldest established community bank in Kansas. As of September 30, 1999 DSP
Investments, Limited

xvii
<PAGE>

had total assets of $53.2 million, total deposits of $35.6 million, total
equity of $4.2 million and consolidated year to date earnings of $420,000.

The total purchase price of DSP Investments, Limited is approximately $9
million. The purchase price will be paid in cash (48% of the price) and Gold
Banc stock (52% of the price). The number of shares of Gold Banc stock to be
exchanged will be determined at closing based upon the average of the closing
sales price of Gold Banc common stock on each of the ten consecutive trading
days immediately preceding the third day prior to closing divided into $4.7
million (52% of the $9 million total purchase price). The transaction will be
accounted for as a purchase. DSP Investments, Limited's results of operations
and financial position are not material to Gold Banc operations or its
financial position or to the combined Gold Banc and Union Bankshares' pro forma
operations or their financial position. The transaction is expected to close in
the fourth quarter of 1999.

Selected Unaudited Pro Forma Financial Information

Selected Unaudited Pro Forma Financial Information. Gold Banc and Union
Bankshares are providing the following unaudited pro forma financial
information to illustrate what the results of operations and financial position
of the combined company would have looked like, absent any operational or other
changes, had Gold Banc's and Union Bankshares' businesses been combined for the
periods and at the dates indicated. Gold Banc and Union Bankshares are also
providing unaudited pro forma financial information to illustrate the results
of operations and financial position of the combined Gold Banc, Union
Bankshares, American Bancshares, CountryBanc and First Business Bancshares
merged entity absent any operational or other changes had Gold Banc's, Union
Bankshares', American Bancshares', CountryBanc's and First Business Bancshares'
businesses been combined for the periods and at the dates indicated. DSP
Investments, Limited's results of operations and financial position are not
included in the pro forma data because it is immaterial to the combined group
and will be accounted for as a purchase. This information is provided for
illustrative purposes only and does not show what their results of operations
or financial position would have been if the mergers had actually occurred on
the dates assumed. This information also does not indicate what their future
operating results or consolidated financial position will be. Only normal
recurring adjustments necessary for a fair statement of results of unaudited
historical interim periods have been included. Please see "Unaudited Pro Forma
Financial Statements" on page 27 for a more detailed explanation of this
analysis.

Pooling Accounting Treatment. Each of the mergers will be accounted for as a
pooling of interests, which means that we will treat our companies as if they
had always been combined for accounting and financial reporting purposes. For a
more detailed description of pooling of interests accounting, see "The Proposed
Merger--Accounting Treatment; Restrictions on Sales by Affiliates" on page 22.

Periods Covered. The unaudited pro forma income statement data combines Gold
Banc's results for its years 1996, 1997 and 1998 and for the nine months ended
September 30, 1999 and 1998, with Union Bankshares' results for its years 1996,
1997 and 1998 and the nine months ended September 30, 1999 and 1998, and with
Union Bankshares, American Bancshares, CountryBanc and First Business
Bancshares results for their years 1996, 1997 and 1998 and the nine months
ended September 30, 1999 and 1998, giving effect to the mergers as if they had
occurred as of January 1, 1996.

The unaudited pro forma balance sheet data combines Gold Banc's and Union
Bankshares' balance sheets at September 30, 1999 and December 31, 1998, giving
effect to the merger as if it had occurred as of September 30, 1999 and
December 31, 1998. The unaudited pro forma balance sheet data also combines
Gold Banc's, Union Bankshares', American Bancshares', CountryBanc's and First
Business Bancshares' balance sheets at September 30, 1999 and December 31,
1998, giving effect to the mergers as if they had occurred as of September 30,
1999 and December 31, 1998. Pro forma cash dividends paid per share reflect
Gold Banc's cash dividends paid in the periods indicated.

xviii
<PAGE>

Combined Pro Forma Financial Information
Gold Banc and Union Bankshares

<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
--------------------- ------------------------------
1999 1998 1998 1997 1996
---------- ---------- ---------- ---------- --------
(in thousands, except for per share data)
<S> <C> <C> <C> <C> <C>
Selected Pro Forma
Financial Data--
Gold Banc and Union
Bankshares combined:
Net interest income and
other income............. $ 54,681 $ 41,281 $ 56,945 $ 44,109 $ 34,900
Net earnings.............. 11,246 11,154 13,556 12,010 6,479
Pro Forma (1)........... 11,246 9,372 10,759 10,431 6,479
Basic net earnings per
common share (2)......... 0.53 0.55 0.66 0.62 0.43
Pro Forma (1)........... 0.53 0.46 0.53 0.54 0.43
Diluted net earnings per
common share (2)......... 0.52 0.53 0.64 0.60 0.42
Pro Forma (1)........... 0.52 0.45 0.51 0.52 0.42
Cash dividends paid per
common share............. 0.06 0.06 0.08 0.05 --
Total assets (end of
period).................. 1,623,672 1,290,257 1,426,888 1,046,902 816,125
Long-term borrowings (end
of period)............... 139,244 63,634 94,012 47,174 10,574
Total stockholders' equity
(end of period).......... 104,367 100,864 104,728 85,348 69,379
Book value per common
share (end of period).... $ 4.96 $ 4.86 $ 4.98 $ 4.33 $ 3.63
</TABLE>
- --------
(1) Citizens Bank of Tulsa (Citizens) was acquired in a pooling of interests in
December 1998 and was taxed as a Subchapter S corporation for 1997 and
1998. As a Subchapter S corporation, Citizens was not subject to federal
income taxes; rather such income was included in the taxable income of
stockholders. The 1998 and 1997 data has been adjusted to include pro forma
tax expense, net earnings, and net earnings per share as if Citizens had
not been a Subchapter S corporation.
(2) Pro forma data of the combined Gold Banc and Union Bankshares are computed
using a $14.00 share price for Gold Banc stock in the exchange.

xix
<PAGE>

Combined Pro Forma Financial Information
Gold Banc, Union Bankshares, American Bankshares,
CountryBanc and First Business Bancshares

<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
--------------------- --------------------------------
1999 1998 1998 1997 1996
---------- ---------- ---------- ---------- ----------
(in thousands, except for per share data)
<S> <C> <C> <C> <C> <C>
Selected Pro Forma
Financial Data--Gold
Banc, Union Bankshares,
American Bancshares,
CountryBanc and First
Business Bancshares
combined:
Net interest income and
other income........... $ 98,125 $ 79,833 $ 109,090 $ 88,550 $ 56,931
Net earnings............ 18,400 17,663 22,303 19,655 9,032
Pro Forma (1)......... 18,400 15,881 19,506 18,076 9,032
Basic net earnings per
common share (2)....... 0.50 0.49 0.61 0.56 0.36
Pro Forma (1)......... 0.50 0.44 0.54 0.52 0.36
Diluted net earnings per
common share (2)....... 0.47 0.46 0.58 0.53 0.34
Pro Forma (1)......... 0.47 0.41 0.51 0.49 0.34
Cash dividends paid per
common share........... 0.06 0.06 0.08 0.05 --
Total assets (end of
period)................ 2,741,250 2,362,866 2,531,673 1,970,784 1,632,321
Long term borrowings
(end of period)........ 199,821 117,011 156,816 55,896 24,571
Total stockholders'
equity (end of period). 184,211 184,730 189,887 160,591 136,664
Book value per common
share (end of period).. $ 4.80 $ 4.88 $ 4.98 $ 4.40 $ 3.82
</TABLE>
- --------
(1) Citizens Bank of Tulsa (Citizens) was acquired in a pooling of interests in
December 1998 and was taxed as a Subchapter S corporation for 1997 and
1998. As a Subchapter S corporation, Citizens was not subject to federal
income taxes; rather such income was included in the taxable income of
stockholders. The 1998 and 1997 data has been adjusted to include pro forma
tax expense, net earnings, and net earnings per share as if Citizens had
not been a Subchapter S corporation.
(2) Pro forma data of the combined Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business Bancshares are computed using a
$14.00 share price for Gold Banc stock in the Union Bankshares exchange,
using a $12.50 share price for Gold Banc stock in the American Bankshares
exchange, using 4.441 shares of Gold Banc stock for each share of
CountryBanc in the exchange and using a $12.25 share price for Gold Banc
stock in the First Business Bancshares exchange. The midpoint price of the
floating exchange conversion price was used for transactions contemplating
a fluctuating exchange ratio based upon Gold Banc's share price at closing.

xx
<PAGE>

COMPARATIVE PER SHARE DATA

The following table sets forth per share data of:

. Gold Banc on a historical basis adjusted to include the tax effect of the
Subchapter S corporation acquired as a poolings of interests as if it was
subject to Federal income tax.

. Union Bankshares on a historical basis.

. Gold Banc and Union Bankshares combined on a pro forma basis.

. Gold Banc and Union Bankshares combined on a pro forma basis stated on an
equivalent Union Bankshares basis.

. Gold Banc, Union Bankshares, American Bancshares, CountryBanc and First
Business Bancshares combined on a pro forma basis.

. Gold Banc, Union Bankshares, American Bancshares, CountryBanc and First
Business Bancshares combined on a pro forma basis stated on an equivalent
Union Bankshares basis.

This table should be read in conjunction with the historical supplemental
financial statements and notes thereto for Gold Banc and the historical
financial statements for Union Bankshares contained herein. Pro forma combined
and equivalent pro forma per share data reflect the combined results of Gold
Banc and Union Bankshares presented as though they were one company for all
periods shown. Pro forma combined and equivalent pro forma per share data
reflect the combined results of Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business Bancshares as though they were one
company for all periods shown. Pro forma and equivalent pro forma cash
dividends paid per share reflect Gold Banc's cash dividends paid in the periods
indicated.

The relative exchange ratios for the business combination are as follows:

. 1.7731 Gold Banc shares for one Union Bankshares share--assumes the
average Gold Banc price is $13.00 or less.

. 1.6464 Gold Banc shares for one Union Bankshares share--assumes the
average Gold Banc price is $14.00.

. 1.5367 Gold Banc shares for one Union Bankshares share--assumes the
average Gold Banc price is $15.00.

. 1.4406 Gold Banc shares for one Union Bankshares share--assumes the
average Gold Banc price is $16.00 or more.

The Union Bankshares equivalent per share pro forma information shows the
effect of the merger from the perspective of an owner of Union Bankshares
common stock.

The pro forma data of the combined Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business Bancshares merger are computed using
a $12.50 share price for Gold Banc stock in the American Bankshares exchange,
using 4.441 shares of Gold Banc stock for each share of CountryBanc in the
exchange and using a $12.25 share price for Gold Banc stock in the First
Business Bancshares exchange. The midpoint price of the floating exchange
conversion price was used for transactions contemplating a fluctuating exchange
ratio based upon Gold Banc's share price at closing.

xxi
<PAGE>

<TABLE>
<CAPTION>
Nine Months
Ended
September Years Ended
30, December 31,
----------- -----------------
1999 1998 1998 1997 1996
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Basic Earnings Per Share:
Gold Banc historical basis..................... $0.59 $0.49 $0.55 $0.54 $0.45
Gold Banc and Union Bankshares combined on a
pro forma basis assuming a Gold Banc price of:
$13.00 or less............................... $0.53 $0.45 $0.52 $0.53 $0.42
$14.00....................................... $0.53 $0.46 $0.53 $0.54 $0.43
$15.00....................................... $0.54 $0.47 $0.53 $0.55 $0.44
$16.00 or more............................... $0.55 $0.47 $0.54 $0.55 $0.45
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis
assuming a Gold Banc price of:
$13.00 or less............................... $0.49 $0.44 $0.53 $0.51 $0.35
$14.00....................................... $0.50 $0.44 $0.54 $0.52 $0.36
$15.00....................................... $0.50 $0.44 $0.54 $0.52 $0.36
$16.00 or more............................... $0.50 $0.44 $0.54 $0.52 $0.36
Union Bankshares historical basis.............. $0.45 $0.53 $0.70 $0.92 $0.68
Gold Banc and Union Bankshares combined on a
pro forma basis per Union Bankshares
equivalent common share assuming a Gold Banc
price of:
$13.00 or less............................... $0.93 $0.81 $0.92 $0.94 $0.75
$14.00....................................... $0.88 $0.76 $0.87 $0.89 $0.71
$15.00....................................... $0.83 $0.72 $0.82 $0.84 $0.67
$16.00 or more............................... $0.79 $0.68 $0.78 $0.80 $0.64
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
Union Bankshares equivalent share assuming
Gold Banc price of:
$13.00 or less............................... $0.87 $0.77 $0.94 $0.91 $0.63
$14.00....................................... $0.82 $0.72 $0.88 $0.85 $0.59
$15.00....................................... $0.77 $0.68 $0.83 $0.80 $0.56
$16.00 or more............................... $0.72 $0.64 $0.78 $0.76 $0.53
</TABLE>

xxii
<PAGE>

<TABLE>
<CAPTION>
Nine Months
Ended
September Years Ended
30, December 31,
----------- -----------------
1999 1998 1998 1997 1996
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Diluted Earnings Per Share:
Gold Banc historical basis..................... $0.59 $0.49 $0.55 $0.54 $0.45
Gold Banc and Union Bankshares combined on a
pro forma basis assuming a Gold Banc price of:
$13.00 or less............................... $0.51 $0.44 $0.50 $0.52 $0.41
$14.00....................................... $0.52 $0.45 $0.51 $0.52 $0.42
$15.00....................................... $0.52 $0.45 $0.52 $0.53 $0.43
$16.00 or more............................... $0.53 $0.46 $0.52 $0.54 $0.43
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis
assuming a Gold Banc price of:
$13.00 or less............................... $0.46 $0.41 $0.50 $0.48 $0.34
$14.00....................................... $0.47 $0.41 $0.51 $0.49 $0.34
$15.00....................................... $0.47 $0.42 $0.51 $0.49 $0.35
$16.00 or more............................... $0.47 $0.42 $0.51 $0.50 $0.35
Union Bankshares historical basis.............. $0.40 $0.47 $0.62 $0.84 $0.65
Gold Banc and Union Bankshares combined on a
pro forma basis per Union Bankshares
equivalent common share assuming a Gold Banc
price of:
$13.00 or less............................... $0.90 $0.78 $0.89 $0.91 $0.73
$14.00....................................... $0.85 $0.73 $0.84 $0.86 $0.69
$15.00....................................... $0.80 $0.69 $0.79 $0.82 $0.65
$16.00 or more............................... $0.76 $0.66 $0.75 $0.78 $0.62
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
Union Bankshares equivalent share assuming a
Gold Banc price of:
$13.00 or less............................... $0.82 $0.73 $0.89 $0.86 $0.60
$14.00....................................... $0.77 $0.68 $0.83 $0.80 $0.56
$15.00....................................... $0.72 $0.64 $0.78 $0.76 $0.53
$16.00 or more............................... $0.68 $0.60 $0.74 $0.71 $0.50
</TABLE>

xxiii
<PAGE>

<TABLE>
<CAPTION>
Nine Months
Ended Years Ended
September 30, December 31,
------------- ----------------
1999 1998 1998 1997 1996
------ ------ ----- ----- ----
<S> <C> <C> <C> <C> <C>
Dividends Paid Per Common Share:
Gold Banc historical basis.................... $ 0.06 $ 0.06 $0.08 $0.05 $--
Gold Banc and Union Bankshares combined on a
pro forma basis assuming a Gold Banc price
of:
$13.00 or less.............................. $ 0.06 $ 0.06 $0.08 $0.05 $--
$14.00...................................... $ 0.06 $ 0.06 $0.08 $0.05 $--
$15.00...................................... $ 0.06 $ 0.06 $0.08 $0.05 $--
$16.00 or more.............................. $ 0.06 $ 0.06 $0.08 $0.05 $--
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis
assuming a Gold Banc price of:
$13.00 or less.............................. $ 0.06 $ 0.06 $0.08 $0.05 $--
$14.00...................................... $ 0.06 $ 0.06 $0.08 $0.05 $--
$15.00...................................... $ 0.06 $ 0.06 $0.08 $0.05 $--
$16.00 or more.............................. $ 0.06 $ 0.06 $0.08 $0.05 $--
Union Bankshares historical basis............. $ -- $ -- $ -- $ -- $--
Gold Banc and Union Bankshares combined on a
pro forma basis per Union Bankshares
equivalent common share assuming a Gold Banc
price of:
$13.00 or less.............................. $ 0.11 $ 0.10 $0.13 $0.08 $--
$14.00...................................... $ 0.10 $ 0.09 $0.12 $0.07 $--
$15.00...................................... $ 0.09 $ 0.08 $0.12 $0.07 $--
$16.00 or more.............................. $ 0.09 $ 0.08 $0.11 $0.06 $--
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
Union Bankshares equivalent share assuming
Gold Banc price of:
$13.00 or less.............................. $ 0.11 $ 0.10 $0.13 $0.08 $--
$14.00...................................... $ 0.10 $ 0.09 $0.12 $0.07 $--
$15.00...................................... $ 0.09 $ 0.08 $0.12 $0.07 $--
$16.00 or more.............................. $ 0.09 $ 0.08 $0.11 $0.06 $--
</TABLE>

xxiv
<PAGE>

<TABLE>
<CAPTION>
Nine Months
Ended Year Ended
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
Book Value Per Share:
Gold Banc historical basis........................ $5.25 $4.88
Gold Banc and Union Bankshares combined on a pro
forma basis assuming a Gold Banc price of:
$13.00 or less.................................. $4.89 $4.91
$14.00.......................................... $4.96 $4.98
$15.00.......................................... $5.02 $5.04
$16.00 or more.................................. $5.07 $5.09
Gold Banc, Union Bankshares, American Bancshares,
CountryBanc and First Business Bancshares on a
pro forma basis assuming a Gold Banc price of:
$13.00 or less.................................. $4.77 $4.99
$14.00.......................................... $4.80 $5.03
$15.00.......................................... $4.84 $5.07
$16.00 or more.................................. $4.87 $5.10
Union Bankshares historical basis................. $8.30 $8.69
Gold Banc and Union Bankshares combined on a pro
forma basis per Union Bankshares equivalent
common share assuming a Gold Banc price of:
$13.00 or less.................................. $8.67 $8.70
$14.00.......................................... $8.16 $8.20
$15.00.......................................... $7.71 $7.74
$16.00 or more.................................. $7.31 $7.34
Gold Banc, Union Bankshares, American Bancshares,
CountryBanc and First Business Bancshares
combined on a pro forma basis per Union
Bankshares equivalent share assuming Gold Banc
price of:
$13.00 or less.................................. $8.45 $8.86
$14.00.......................................... $7.91 $8.29
$15.00.......................................... $7.43 $7.79
$16.00 or more.................................. $7.01 $7.35
</TABLE>

xxv
<PAGE>

COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION

Gold Banc. The shares of Gold Banc common stock are listed for trading under
the symbol "GLDB" as a Nasdaq National Market issue on The Nasdaq Stock Market.
The following table sets forth the quarterly high and low sales prices of Gold
Banc common stock as reported by Nasdaq and cash dividends declared, in each
case based on published financial sources.

<TABLE>
<CAPTION>
Cash Dividends
Declared
High Low per Share
------ ------ --------------
<S> <C> <C> <C>
1997
First quarter.............................. $ 5.94 $ 4.25 $.000
Second quarter............................. 7.25 5.25 .015
Third quarter.............................. 10.25 6.94 .015
Fourth quarter............................. 13.13 9.25 .015
1998
First quarter.............................. $13.38 $11.63 $.015
Second quarter............................. 22.75 12.50 .020
Third quarter.............................. 21.75 14.00 .020
Fourth quarter............................. 17.25 13.00 .020
1999
First quarter.............................. $16.25 $12.80 $.020
Second quarter............................. 16.38 11.88 .020
Third quarter.............................. 13.88 9.75 .020
</TABLE>

On August 6, 1999, the last full trading day prior to the public
announcement of the merger, the reported closing price of Gold Banc common
stock on The Nasdaq Stock Market was $11.75 per share. On
[date of proxy], the reported closing price of Gold Banc common stock was
$ per share.

Union Bankshares. The shares of Union Bankshares common stock are listed for
trading under the symbol "UBSC" as a Nasdaq National Market issue on The Nasdaq
Stock Market. The following table sets forth the quarterly high and low sales
prices of Union Bankshares common stock as reported by Nasdaq based on
published financial sources. During the periods indicated, Union Bankshares did
not pay any dividends.

<TABLE>
<CAPTION>
High Low
------ ------
<S> <C> <C>
1997
First quarter............................................. $17.50 $15.25
Second quarter............................................ 17.25 15.50
Third quarter............................................. 28.75 16.38
Fourth quarter............................................ 28.50 22.63
1998
First quarter............................................. $14.38 $11.75
Second quarter............................................ 16.00 14.19
Third quarter............................................. 15.63 10.50
Fourth quarter............................................ 14.00 10.50
1999
First quarter............................................. $12.50 $10.00
Second quarter............................................ 15.50 10.00
Third quarter............................................. 19.00 12.50
</TABLE>

On August 6, 1999, the last full trading day prior to the public
announcement of the merger, the reported closing price of Union Bankshares
common stock on The Nasdaq Stock Market was $12.50 per share. On
[date of proxy], the reported closing price of Union Bankshare common stock was
$ per share.

xxvi
<PAGE>

RISK FACTORS

You should carefully consider the following risk factors concerning Gold
Banc in determining whether to approve the merger. This prospectus contains
forward-looking statements that involve risk and uncertainties. You can
identify these forward-looking statements because they may include terms such
as "believes," "anticipates," "intends," "expects," or similar expressions and
may include discussions of future strategy. We caution you not to rely unduly
on any forward-looking statements in this prospectus. Our actual results could
differ materially from the forward-looking statements. The risk factors
described below could cause or contribute to these differences and apply to
all forward-looking statements wherever they appear in this prospectus.
However, there could be other factors not listed below that may affect us. We
may not update these risk factors or publicly announce revisions to forward-
looking statements contained in this joint proxy statement/prospectus.

It may be difficult for us to maintain our rapid growth.

We have completed several acquisitions in the past few years that have
significantly enhanced our rate of growth. We cannot be certain that we will
continue to sustain this rate of growth or grow at all. Competition for
suitable acquisition candidates is intense. We are targeting acquisition
candidates, particularly in the metropolitan and suburban areas, that a
variety of larger financial institutions are also interested in acquiring.

We continue to review potential acquisition candidates and hold preliminary
discussions with several of these candidates. We cannot assure you that any of
these discussions will be successful. We may not be successful in identifying
acquisition candidates or be able to acquire banks and financial services
businesses on terms we feel are favorable.

The rural market areas we now serve afford limited, if any, opportunities
for growth. We believe future growth in our revenues and net earnings will
depend, in addition to acquisitions, on our growth in the metropolitan and
suburban market areas where we have locations. The financial institutions in
these metropolitan and suburban areas also compete intensely for assets and
deposits. This competition may adversely affect our ability to grow our asset
and deposit base profitability.

In addition, the proposed elimination of pooling of interests accounting,
if adopted, may impede Gold Banc's ability to acquire other banks or
businesses without adversely impacting our future earnings due to the
amortization expense related to goodwill.

We are uncertain that the integration of Union Bankshares or future
acquisitions will be successful.

We cannot assure that the integration of Union Bankshares or future mergers
or acquisitions (including those referred to herein) will be successful or
that the anticipated strategic benefits of the merger or future mergers or
acquisitions will be realized. Mergers and acquisitions involve a number of
special risks, including adverse short-term effects on Gold Banc's reported
operating results, diversion of management's attention, standardization of
operating and accounting systems, dependence on retaining, hiring and training
personnel and unanticipated problems or legal liabilities. If Gold Banc is
unable to successfully integrate Union Bankshares or future mergers or
acquisitions for these or any other reasons, Gold Banc's desired revenue and
cost savings opportunities may be adversely affected. Acquiring other banks
and businesses will involve risks commonly associated with acquisitions,
including:

. potential exposure to liabilities of banks and financial services
businesses we acquire;

. difficulty and expense of integrating operations and personnel of banks
and financial services businesses we acquire;

. potential disruption to our business;

. potential diversion of our management's time and attention;

1
<PAGE>

. impairment of relationships with and the possible loss of key employees
and customers of the banks and financial services businesses we acquire;

. incurrence of amortization expense if we account for an acquisition as a
purchase rather than as a pooling of interests; and

. dilution to our stockholders if we use our common stock as consideration
for the acquisition.

The loss of certain key personnel could adversely affect our operations.

Our success depends in large part on the retention of a limited number of
key persons, including:

. Michael W. Gullion, our Chairman and Chief Executive Officer;

. Malcolm M. Aslin, our President and Chief Operating Officer;

. Keith E. Bouchey, our Executive Vice President, Mergers and Acquisitions;

. J. Craig Peterson, our Executive Vice President and Chief Financial
Officer; and

. Joseph F. Smith, our Executive Vice President and Chief Technology
Officer.

We will likely undergo a difficult transition period if we lose the
services of any or all of these individuals. In recognition of this risk, we
own and are the beneficiary of an insurance policy on the life of Mr. Gullion
providing death benefits of $1.5 million and have entered into employment
agreements with Messrs. Gullion, Aslin, Bouchey and Smith.

We also place great value on the experience of the presidents of our
subsidiaries and the branches of our subsidiaries and on their relationships
with the communities they serve. The loss of these key persons could
negatively impact the affected banking locations. There is no assurance we
will be able to retain our current key personnel or attract additional
qualified key persons as needed.

Changes in the local economic conditions could adversely affect our loan
portfolio.

Our success depends to a certain extent upon the general economic
conditions of the local markets that we serve. Unlike larger banks that are
more geographically diversified, we provide banking and financial services to
customers in those markets in Kansas, Oklahoma, Missouri, Colorado and
Florida, including a number of rural markets, where our subsidiary banks
operate or are expected to operate. Our commercial, real estate and
construction loans, and the ability of the borrowers to repay these loans and
the value of the collateral securing these loans, are impacted by the local
economic conditions. In the rural markets we serve, the predominant economic
sector is agriculture. We cannot assure you that favorable economic conditions
will exist in such markets.

Our allowance for loan losses may not be adequate to cover actual loan
losses.

As a lender, we are exposed to the risk that our customers will be unable
to repay their loans according to their terms and that any collateral securing
the payment of their loans may not be sufficient to assure repayment. Credit
losses are inherent in the lending business and could have a material adverse
effect on our operating results. Our credit risk with respect to our real
estate and construction loan portfolio relates principally to the general
creditworthiness of individuals and the value of real estate serving as
security for the repayment of loans. Our credit risk with respect to our
commercial and consumer installment loan portfolio relates principally to the
general creditworthiness of businesses and individuals within our local
markets.

We make various assumptions and judgments about the collectability of our
loan portfolio and provide an allowance for potential losses based on a number
of factors. If our assumptions are wrong, our allowance for loan losses may
not be sufficient to cover our loan losses. We may have to increase the
allowance in the future. Material additions to our allowance for loan losses
would decrease our net earnings.

2
<PAGE>

We may be unable to manage interest rate risk that could reduce our net
interest income.

Like other financial institutions, our results of operations are impacted
principally by net interest income, which is the difference between interest
earned on loans and investments and interest expense paid on deposits and
other borrowings. We cannot predict or control changes in interest rates.
Regional and local economic conditions and the policies of regulatory
authorities, including monetary policies of the Federal Reserve, affect
interest income and interest expense. While we continually take measures
intended to manage the risks from changes in market interest rates, changes in
interest rates can still have a material adverse effect on our profitability.

We cannot predict how changes in technology will impact our business.

The financial services market, including banking services, is increasingly
affected by advances in technology, including developments in:

. telecommunications;

. data processing;

. automation;

. Internet-based banking;

. telebanking; and

. debit cards and so-called "smart cards."

Our ability to compete successfully in the future will depend on whether we
can anticipate and respond to technological changes. To develop these and
other new technologies we will likely have to make additional capital
investments. Although we continually invest in new technology, we cannot
assure you that we will have sufficient resources or access to the necessary
proprietary technology to remain competitive in the future.

The banking business is highly competitive.

We operate in a competitive environment. In the metropolitan and suburban
areas in which we compete, other commercial banks, savings and loan
associations, credit unions, finance companies, mutual funds, insurance
companies, brokerage and investment banking firms and other financial
intermediaries offer similar services. We also face competition in our rural
markets. Many of these competitors have substantially greater resources and
lending limits and may offer certain services our subsidiary banks and
businesses do not currently provide. In addition, some of the non-bank
competitors are not subject to the same extensive regulations that govern our
subsidiary banks and businesses. Our profitability depends upon the ability of
our subsidiaries to compete in our primary market areas.

Our operations may be adversely affected if we, or certain persons with whom
we do business, fail to adequately address the Year 2000 issue.

Certain older computer programs identify years with two digits instead of
four. If not remedied, this is likely to cause problems because these programs
may recognize the Year 2000 as the year 1900. As with other financial
institutions, we engage in a significant amount of business and reporting
activity that depends on accurate date information, such as calculation of
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 our operations. We continue to address these
issues as they relate to our subsidiaries and corporate systems and are in the
implementation phase of our preparations for the year change from 1999 to
2000.

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The process of remediating, the costs of remediating or failing to remediate
Year 2000 issues may be more burdensome than we anticipate. In addition, it is
possible that Year 2000 issues could have a material adverse effect on:

. our service providers and their ability to provide us services, including
SLMsoft.com, Inc. formerly Bankline MidAmerica, Inc., which provides a
data processing system to which most of our subsidiary banks have
converted.

. our customers, their businesses and their ability to repay loans.

The cumulative effect of such problems, if they occur, could adversely
affect our operations. For a more detailed discussion of our Year 2000
initiatives, see the disclosure under "Year 2000 Initiatives" in Gold Banc's
annual report on Form 10-K for the year ended December 31, 1998, which has been
incorporated by reference into this prospectus.

We are subject to extensive regulation.

The banking industry is heavily regulated under both federal and state law.
These regulations are primarily intended to protect depositors and the Federal
Deposit Insurance Corporation, not our creditors or stockholders. Our non-bank
subsidiaries are also subject to the supervision of the Federal Reserve Board,
in addition to other regulatory and self-regulatory agencies including the
Securities and Exchange Commission, the National Association of Securities
Dealers, and state securities and insurance regulators. Regulations affecting
banks and financial services businesses are undergoing continuous change, and
the ultimate effect of such changes cannot be predicted. Regulations and laws
may be modified at any time, and new legislation may be enacted that affects
us, our subsidiary banks or our non-bank subsidiaries. We cannot assure you
that such modifications or new laws will not adversely affect us.

Our subsidiary banks may be forced to pay for any losses the Federal Deposit
Insurance Corporation incurs if it provides assistance to any of our other
subsidiary banks.

Federal law contains a "cross guarantee" provision that could require any of
our insured subsidiary banks to pay for losses incurred by the Federal Deposit
Insurance Corporation if it provides assistance to another of our insured
subsidiary banks or in the event a subsidiary bank fails. If another of our
subsidiary banks is assessed for any assistance the Federal Deposit Insurance
Corporation may provide, such assessment could materially effect that
subsidiary bank's financial condition as well as ours.

THE SPECIAL MEETINGS

Date, Times and Places

Gold Banc. Gold Banc's special meeting will be held at Gold Banc, 11301 Nall
Avenue, Leawood, Kansas, at 10:00 a.m., local time, on
, 2000.

Union Bankshares. Union Bankshares' special meeting will be held at
, at 9:00 a.m., local time, on , 2000.

Matters to be Considered at the Special Meetings

Gold Banc. At Gold Banc's special meeting, holders of Gold Banc common stock
are being asked to consider and approve the merger agreement that provides for
the merger of Union Bankshares with and into Gold Banc Acquisition VIII, as
well as the resulting issuance of Gold Banc common stock to Union Bankshares'
stockholders as provided under the terms of the agreement.

Union Bankshares. At Union Bankshares' special meeting, holders of Union
Bankshares common stock are being asked to approve the merger agreement that
provides for the merger of Union Bankshares with and into Gold Banc Acquisition
VIII.

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Record Date; Stock Entitled to Vote; Quorum

Gold Banc. The Gold Banc board of directors has established the close of
business on , 2000 as the date to determine those record
holders of Gold Banc common stock entitled to notice of and to vote at the
Gold Banc special meeting. On that date, there were shares of Gold Banc
common stock outstanding held by approximately holders of record. A
majority of the shares of Gold Banc issued and outstanding and entitled to
vote on the record date must be represented in person or by proxy at Gold
Banc's special meeting in order for a quorum to be present for purposes of
transacting business at Gold Banc's special meeting. In the event that a
quorum is not present at Gold Banc's special meeting, it is expected that the
meeting will be adjourned or postponed to solicit additional proxies. Holders
of record of Gold Banc common stock on the record date are each entitled to
one vote per share on each matter to be considered at Gold Banc's special
meeting.

Union Bankshares. The Union Bankshares board of directors has established
the close of business on , 2000 as the date to
determine those record holders of Union Bankshares common stock entitled to
notice of and to vote at the Union Bankshares special meeting. On that date,
there were shares of Union Bankshares common stock outstanding held by
approximately holders of record. One-third of the shares outstanding and
entitled to vote on the record date are required to be represented in person
or by proxy in order for a quorum to be present for purposes of approving the
merger at Union Bankshares' special meeting, although the vote of a majority
of such shares is required for approval of the merger. In the event a quorum
is not present at Union Bankshares' special meeting, it is expected that the
meeting will be adjourned or postponed to solicit additional proxies. Holders
of record of Union Bankshares common stock on the record date are each
entitled to one vote per share on each matter to be considered at Union
Bankshares' special meeting.

Votes Required

Gold Banc. The approval of the merger agreement and issuance of the shares
of Gold Banc common stock to Union Bankshares stockholders requires the
affirmative vote of a majority of the votes cast with respect to that proposal
and entitled to vote at Gold Banc's special meeting. An abstention or a broker
non-vote, as described below, will not count as a vote cast at the special
meeting.

Union Bankshares. The approval and adoption of the merger agreement
requires the affirmative vote of the majority of the shares of Union
Bankshares common stock outstanding on , 2000. An abstention
or a broker non-vote, as described below, will have the same effect as a vote
against the merger.

Security Ownership of Management

Gold Banc. As of the record date for the Gold Banc special meeting, the
directors and executive officers of Gold Banc as a group beneficially owned
(excluding shares purchasable upon exercise of stock options) % of the
outstanding shares of Gold Banc common stock. The approval of the merger
agreement and issuance of the shares of Gold Banc common stock to Union
Bankshares stockholders requires the affirmative vote of a majority of the
votes cast with respect to that proposal and entitled to vote at Gold Banc's
special meeting.

Union Bankshares. As of the record date for the Union Bankshares special
meeting, the directors and executive officers of Union Bankshares as a group
beneficially owned (excluding shares purchasable upon exercise of stock
options) % of the outstanding shares of Union Bankshares common stock.
Additionally, certain executive officers, Charles R. Harrison, Herman J. Zueck
and Bruce E. Hall (as an individual and as a trustee), who in the aggregate
hold approximately 35.6% of the outstanding shares, have entered into a voting
agreement with Gold Banc. The voting agreement requires these persons to vote
all shares of Union Bankshares common stock beneficially owned by them in
favor of the merger agreement and against any competing acquisition proposal
or other proposal inconsistent with the merger agreement. The approval and
adoption of the merger agreement requires the affirmative vote of the majority
of the shares of Union Bankshares common stock outstanding on
, 2000.

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Voting of Proxies

Submitting Proxies.

Gold Banc and Union Bankshares stockholders may vote their shares in person
by attending their respective special meeting or vote their shares by proxy by
completing the enclosed proxy card, including signature and date, and mailing
it to us in the enclosed postage-paid envelope. If a Gold Banc or Union
Bankshares stockholder signs and returns a written proxy card without
instructions, the shares represented by the proxy will be counted as a vote in
favor of the merger.

For Union Bankshares stockholders whose shares are held in "street name"
(i.e., in the name of a broker, bank, or other record holder), not returning a
proxy card or directing the record holder of their shares as to how to vote
their shares will have the same effect as voting those shares against the
merger.

Revoking Proxies.

Gold Banc. Gold Banc stockholders of record may revoke their proxies at any
time before their proxies are voted at Gold Banc's special meeting. Proxies
may be revoked by (1) submitting a written revocation to the Corporate
Secretary of Gold Banc, (2) duly executing another valid proxy bearing a later
date or (3) attending the Gold Banc special meeting and voting in person. A
stockholder's attendance at the Gold Banc special meeting will not by itself
revoke a proxy. Gold Banc stockholders of record should address any revocation
to:

Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, Kansas 66211
Attention: Corporate Secretary

Stockholders who require assistance in changing or revoking a proxy should
contact: Keith E. Bouchey, Corporate Secretary.

Union Bankshares. Union Bankshares stockholders of record may revoke their
proxies at any time before the their proxies are voted at Union Bankshares's
special meeting. Proxies may be revoked by (1) submitting a written revocation
to the Corporate Secretary of Union Bankshares, (2) duly executing another
valid proxy bearing a later date or (3) attending the Union Bankshares special
meeting and voting in person. A stockholder's attendance at the Union
Bankshares special meeting will not by itself revoke a proxy. Union Bankshares
stockholders of record should address any revocation to:

Union Bankshares, Ltd.
1825 Lawrence Street
Suite 444
Denver, Colorado 80202
Attention: Corporate Secretary

Stockholders who require assistance in changing or revoking a proxy should
contact: Bruce E. Hall, Corporate Secretary.

General Information.

Abstentions may be specified on the proposals. Shares of Gold Banc common
stock or Union Bankshares common stock represented at their respective special
meeting for which proxies have been received, but with respect to which
stockholders have abstained on any matter, will be treated as present at the
applicable special meeting for purposes of determining the presence or absence
of a quorum for the transaction of all business. For Gold Banc stockholders,
an abstention or a broker non-vote will not count as a vote cast for purposes
of

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determining whether the votes representing at least a majority of the shares
voted at the meetings were cast in favor of the merger. For Union Bankshares
stockholders, an abstention or a broker non-vote will have the same effect as
a vote against the merger.

Neither Gold Banc or Union Bankshares is aware of any matters expected to
be presented for consideration at its respective special meeting other than as
described in their respective notice of special meeting. If any other matters
are properly presented, the persons named as proxies will vote in accordance
with their best judgment with respect to such matters, unless authorization to
use that discretion is withheld. However, proxies having instructions to vote
against the adoption of the merger agreement will not be allowed to be voted
in favor of a motion to adjourn or postpone either meeting to another time or
place.

Gold Banc and Union Bankshares will each bear the cost of the solicitation
of proxies from its own stockholders. In addition to solicitation by mail, the
directors, officers and employees of Gold Banc and Union Bankshares, who will
receive no compensation for their services other than their regular salaries,
may also solicit proxies from stockholders by telephone, telecopy, telegram or
in person. In addition, Gold Banc and Union Bankshares may engage brokerage
houses and other custodians, nominees and fiduciaries to forward copies of
these proxy materials to those persons for whom they hold shares, and in that
event, incur additional costs.

Stockholders who submit proxy cards should not send in any stock
certificates with their proxy cards. A letter of transmittal with instructions
for the surrender of certificates representing shares of Union Bankshares
common stock will be mailed by Gold Banc to former Union Bankshares
stockholders shortly after the merger is completed.

THE PROPOSED MERGER

General

Gold Banc and Union Bankshares are furnishing this document to their
stockholders in connection with the solicitation of proxies by their boards of
directors for use at their special meetings of their stockholders.

Gold Banc Proposal. At the Gold Banc stockholders' meeting, holders of Gold
Banc common stock will be asked to vote on the approval of the merger
agreement and the issuance of the shares of Gold Banc common stock to Union
Bankshares stockholders. The number of shares needed to approve this proposal
is a majority of the votes cast at the Gold Banc stockholders' meeting. The
merger will not be completed unless the merger agreement is approved by Gold
Banc stockholders.

Union Bankshares Proposal. At the Union Bankshares stockholders' meeting,
holders of Union Bankshares common stock will be asked to vote on the approval
and adoption of the merger agreement. The number of shares needed to approve
this proposal is a majority of the shares outstanding on , 2000.
The merger will not be completed unless the merger agreement is approved and
adopted by the Union Bankshares stockholders.

Exchange of Union Bankshares Shares

If you are a record holder of Union Bankshares common stock immediately
prior to the effective time of the merger and the proposals are approved, you
will receive in exchange for each share of Union Bankshares common stock, a
number of shares of Gold Banc common stock equal to $23.05 divided by the
average of the closing sales prices of Gold Banc common stock on the 10
consecutive trading days immediately preceding the third trading day prior to
the effective time of the merger. However, if such average is greater than
$16.00, then each share of Union Bankshares common stock will be converted
into 1.4406 shares of Gold Banc common stock, and if such average is less than
$13.00, then each share of Union Bankshares common stock will be converted
into 1.7731 shares of Gold Banc common stock.

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Stock Options

Union Bankshares Stock Options. As the surviving corporation, Gold Banc
will assume each outstanding option to purchase Union Bankshares common stock
that is outstanding at the effective time, whether or not then exercisable.
Those options will become options to purchase a number of shares of Gold Banc
common stock determined as if such shares were held at the effective time of
the merger, at a price and on terms adjusted from the existing option
agreements for the purchase of Union Bankshares common stock. In addition, the
stock options contain provisions that cause the options to become 100% vested
upon a change in control. Therefore, the options will vest as a result of the
merger.

Gold Banc Stock Options. No adjustments will be made to the stock options
issued by Gold Banc, and no options will vest or become exercisable as a
result of the merger.

Background of the Merger

Set forth below is a description of the contacts between Union Bankshares
and Gold Banc that led up to the execution of the merger agreement. When these
discussions began, Union Bankshares was not engaged in a search for a business
combination.

In 1998, Union Bankshares negotiated with Gold Bank (a subsidiary of Gold
Banc) for a revolving line of credit, which line of credit remains in
existence. In connection with this relationship, Gold Banc became familiar
with the operations of Union Bankshares.

During March 1999, Charles R. Harrison, Chairman and Chief Executive
Officer of Union Bankshares, was contacted for the first time by John
O'Connor, an officer of Gold Bank, to arrange a meeting between the management
teams of the two entities. On March 23, 1999, Michael W. Gullion, Chairman and
Chief Executive Officer of Gold Banc, and John O'Connor met in Denver,
Colorado with Mr. Harrison, Herman Zueck, Union Bankshares' President, and
Bruce E. Hall, Union Bankshares' Chief Financial Officer, at which time Mr.
Gullion reviewed the strategic challenges that Gold Banc faced in entering the
Denver market and then discussed informally with the Union Bankshares
management a possible business relationship that would create a stronger
combined entity and enhance shareholder value for the stockholders of Union
Bankshares and Gold Banc. Union Bankshares and Gold Banc executed a
confidentiality agreement on March 23, 1999, to protect confidential
information and prevent disclosure of the discussions. At that time, the
parties exchanged preliminary financial and business information related to
future projections and business plans.

On April 14, 1999, Gold Banc presented a letter to Union Bankshares
offering to acquire all of the outstanding shares of Union Bankshares Common
Stock for a price of $19.74 per share payable in shares of Gold Banc common
stock. On April 19, 1999, Messrs. Harrison, Zueck, and Hall reviewed and
discussed the letter and the proposed business combination with their legal
counsel and Union Bankshares' financial advisor, The Wallach Company, Inc. On
April 27, 1999, Union Bankshares formally engaged Wallach to act as its
financial advisor in connection with the proposed transaction and to render a
fairness opinion.

On April 27, 1999, the board of directors of Union Bankshares met with its
legal counsel and financial advisor to discuss the initial offer from Gold
Banc and other possible alternatives that would be in the interests of the
stockholders of Union Bankshares. Following extensive discussions and a
detailed presentation from Wallach, the Union Bankshares board determined to
pursue further discussions with Gold Banc. Wallach was also directed to
perform an analysis of other potential acquirors who might be interested in an
acquisition of Union Bankshares. The Union Bankshares board formed a special
committee of certain directors (the "Special Committee"), consisting of
Messrs. Harrison, Zueck, Hall and one of Union Bankshares' non-employee
directors, Harold Logan, Jr. The Special Committee was charged with the
responsibility of analyzing and negotiating the proposed transaction and
reporting to the board of directors. At the direction of the Union Bankshares
board, on April 28, 1999, Mr. Harrison called Mr. Gullion and expressed Union
Bankshares' interest in pursuing further discussions regarding a possible
strategic business combination between Union Bankshares and Gold Banc.

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<PAGE>

On May 7, 1999, Gold Banc's management made a presentation to the Union
Bankshares board regarding the historical and current operations of Gold Banc
and its strategic plans assuming the business combination. Gold Banc discussed
the history of Gold Banc, reviewed growth prospects, local deposit and loan
activities, senior level management structure, products and services, data
processing and overall credit quality and culture. Following the departure of
the Gold Banc team, the Union Bankshares board met and discussed the
presentation and the advisability of pursuing further negotiations with Gold
Banc.

On May 11, 1999, the Union Bankshares board met to consider the ongoing
negotiations with Gold Banc regarding the proposed merger. At this meeting,
the Union Bankshares board authorized Wallach, after a discussion of other
potential acquirors and Wallach's analysis of other potential acquirors and
the economics of other transactions in which they had been involved in the
Colorado market, to approach one potential acquiror to determine its interest
in the acquisition of Union Bankshares. On May 17, 1999, after receipt of a
signed confidentiality agreement, Wallach met with this potential acquiror and
exchanged information regarding Union Bankshares. Subsequent to this meeting,
this potential acquiror informed Wallach that it was not interested in
pursuing a transaction.

On May 24, 1999, Union Bankshares management and representatives of Wallach
met with Gold Banc's management. They discussed the economic terms of the
proposed combination and reviewed pro forma financial forecasts prepared by
Union Bankshares management and assembled by Wallach, which emphasized the
potential cost savings due to the combination of Gold Banc and Union
Bankshares.

On May 27, 1999, Gold Banc delivered a revised proposal to Union Bankshares
increasing the per share price being offered for the Union Bankshares common
stock to $23.05 subject to a fluctuating price collar. The revised offer
provided for the assumption of the outstanding Union Bankshares options.
Negotiations continued concerning other terms under consideration.

On May 27, 1999, at its annual board meeting, the Union Bankshares board
and management of Union Bankshares discussed Gold Banc's revised proposal.
Their decision was to accept the basic financial terms of the revised proposal
subject to due diligence and the negotiation and execution of final documents.

During the week of June 8, 1999, Gold Banc completed its due diligence
review of Union Bankshares.

On June 22, 1999, certain representatives of Union Bankshares' management,
legal and financial advisers met in Kansas City to conduct due diligence.
Messrs. Hall and Zueck toured several of the Gold Banc branches and spoke at
length with Gold Banc's management.

On June 25, 1999, Mr. Harrison flew to Kansas City to meet with Gold Banc's
management to discuss the proposed transaction and Gold Banc's expansion
plans. On July 5, 1999, Mr. Zueck flew to Kansas City to meet with Gold Banc's
management to discuss the proposed merger and the effect on post-merger
operations of Union Bankshares. On July 27, 1999, Union Bankshares' management
met with Gold Banc's management in Colorado Springs, Colorado to negotiate
certain terms of the proposed combination.

On August 3, 1999, the Union Bankshares board held a meeting to consider
the proposed merger agreement. The Special Committee reported the resolution
of the major negotiating points and the Union Bankshares board held an
extensive discussion regarding the terms of the merger agreement with Union
Bankshares' legal counsel and representatives of Wallach. Wallach reported to
the Union Bankshares board that they had determined the transaction was fair
to the stockholders of Union Bankshares from a financial point of view and
reviewed their analysis. After further discussion, the Union Bankshares board
voted unanimously to approve the merger and to authorize the officers of Union
Bankshares to execute the merger agreement on behalf of Union Bankshares and
submit the merger to the stockholders of Union Bankshares with a
recommendation for approval. On August 9, 1999, the merger agreement and
voting agreements were executed and delivered by the parties and an
announcement of the agreement was made to the public.

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Our Reasons for the Merger

Gold Banc. In negotiating the terms of the merger and in considering its
recommendation for the approval of the merger agreement, the Gold Banc board
of directors considered a number of factors including the following (which are
all the material factors that the Gold Banc board considered):

(1) The anticipated merger consideration to be paid to the Union
Bankshares stockholders in relation to the book value and earnings per
share of the Union Bankshares common stock;

(2) The Gold Banc board's review of the business, operations and
financial condition of Union Bankshares, as well as the market presence,
cost savings opportunities and enhanced opportunities for growth made
possible by the merger;

(3) The Gold Banc board's recognition of the complimentary nature of the
markets served and products offered by Gold Banc and Union Bankshares in
expectation that the merger would provide it with opportunities for
additional growth, and permit Gold Banc to further establish its market
presence in Colorado in a manner that would provide greater geographic
diversification;

(4) The impact of the merger on customers, depositors, employees and
communities served by Gold Banc and Union Bankshares;

(5) The expectation that the merger will be accounted for under the
pooling of interests method of accounting. See "Accounting Treatment;
Restrictions on Sales by Affiliates" on page 22;

(6) The merger is consistent with Gold Banc's ongoing strategy of growth
through acquisitions of community banks and financial services businesses
with strong existing management; and

(7) The terms of the merger agreement and the other documents executed
in connection with the merger.

Gold Banc's board of directors did not assign any specific or relative
weights to the factors considered and reviewed all of the foregoing factors as
favoring the merger.

The board of directors of Gold Banc unanimously recommends that its
stockholders vote "FOR" approval of the merger agreement and the issuance of
shares of Gold Banc common stock to the Union Bankshares stockholders.

Union Bankshares. In reaching its decision that the merger is fair to, and
in the best interests of, Union Bankshares and its stockholders and
recommending that the Union Bankshares stockholders vote in favor of the
merger and approve and adopt the merger agreement, the board of Union
Bankshares concluded that the material reasons supporting the merger were as
follows:

(1) The Union Bankshares board recognized that the merger would provide
the stockholders of Union Bankshares with the opportunity to receive a
premium for their shares of Union Bankshares common stock, compared to the
market price at the time the merger agreement was executed and Union
Bankshares' historical trading prices. The merger would also qualify as a
tax-free reorganization for the stockholders of Union Bankshares.

(2) The merger would result in a company with a market capitalization
significantly larger than the market capitalization of Union Bankshares.
The Union Bankshares board believed that the increased market
capitalization of the combined company would enhance liquidity through
increased trading volumes and encourage investment in the combined company
by institutional investors.

(3) The Union Bankshares board considered Wallach's analysis of
alternative potential acquirors of Union Bankshares. The Union Bankshares
board considered the strategic and financial alternatives available to
Union Bankshares, the value to stockholders of such alternatives and the
timing and likelihood of achieving additional value from these
alternatives. The Union Bankshares board concluded that there was no
assurance that Union Bankshares future performance as an independent
company would lead to a stock price having a higher present value than the
merger consideration, particularly in view of the intensely

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competitive environment in which it operates. It also concluded that other
potential acquirors of Union Bankshares were unlikely to pay a higher price
than Gold Banc and so did not find any alternative which it believed was
superior to the merger.

(4) Union Bankshares would benefit from the combination of Gold Banc's
experienced management team, with continuing roles for Mr. Zueck as
Chairman of the Board of Union Bank & Trust ("UBT"), Mr. Harrison as a
member of the board of Gold Banc and many of UBT's senior management team.

(5) Wallach has advised the Union Bankshares board that, as of August 9,
1999 and updated as of , 2000, the merger consideration is fair
to the stockholders of Union Bankshares from a financial point of view. See
the "Opinion of Union Bankshares' Financial Advisor" which we have attached
to this joint proxy statement prospectus as Appendix B.

(6) The Union Bankshares board expected that the combined operations of
Union Bankshares and Gold Banc would achieve certain synergies that would
allow the combined business to compete more effectively in the Colorado
financial services market than either Union Bankshares or Gold Banc could
while operating as separate companies. The merger could also result in
ongoing operational cost savings, including general and administrative cost
savings as a result of consolidated operating functions and the elimination
of duplicative public company costs, as well as legal and accounting
savings.

The Union Bankshares board selected the above stated reasons for the merger
after reviewing and considering a significant amount of information that
provided the background necessary to evaluate the merger fairly. The Union
Bankshares board considered information concerning Union Bankshares' and Gold
Banc's respective businesses, prospects, financial performance, financial
conditions and operations and concluded that the combined operations of Union
Bankshares and Gold Banc would achieve certain synergies and operational cost
savings that would allow the combined business to compete more effectively in
the Colorado financial services industry than either Union Bankshares or Gold
Banc would while operating as single entities. The Union Bankshares board
considered the current and historical trading prices and volumes of Union
Bankshares and Gold Banc stock and concluded that the merger would provide
Union Bankshares stockholders with the opportunity to receive a premium for
their shares of Union Bankshares common stock compared to the market price at
the time the merger agreement was executed and its historical trading prices.
The Union Bankshares board considered the material assumptions and valuation
methodologies underlying Wallach's fairness opinion, including projections
provided by management of Gold Banc, and found such assumptions and
methodologies to be reasonable and to justify the conclusion of Wallach that
the merger consideration is fair to the stockholders of Union Bankshares from
a financial point of view. The Union Bankshares board also considered
Wallach's financial presentation in connection with its opinion and found the
presentation supported Wallach's conclusion as to the fairness of the merger
consideration to the Union Bankshares stockholders. The Union Bankshares board
considered Wallach's analysis of alternative potential acquirors of Union
Bankshares. The Union Bankshares board considered the strategic and financial
alternatives available to Union Bankshares, the value to stockholders of such
alternatives and the timing and likelihood of achieving additional value from
these alternatives. The Union Bankshares board concluded that there was no
assurance that Union Bankshares' future performance as an independent company
would lead to a stock price having a higher present value than the merger
consideration, particularly in view of the intensely competitive environment
in which it operates. It also concluded that other potential acquirors of
Union Bankshares were unlikely to pay a higher price than Gold Banc and so did
not find any alternative which it believed was superior to the merger. The
Union Bankshares board evaluated the prospects and pro forma operations of the
combined companies and decided that the company resulting from the merger
would be a larger company better able to compete in the financial services
industry. The Union Bankshares board considered the terms and conditions of
the merger agreement and the related voting agreement and determined that such
agreements were acceptable and appropriate to effect the transaction as
contemplated by the parties. The Union Bankshares board considered the risks
inherent in Gold Banc's business, including the difficulties of successfully
managing the combined operations of entities with a different management team
and Gold Banc's acquisition program, and decided that such risks, while
present, did not materially diminish the potential benefits of the merger.
Although the Union Bankshares board considered the possibility that the merger

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might not be consummated and that the expenses associated with the merger
would adversely affect Union Bankshares' financial results, the Union
Bankshares board elected to proceed with the merger because it believed that
the advantages of the merger to both Gold Banc and Union Bankshares were
sufficient to provide a strong incentive to complete the transaction and
because the merger agreement created a legally binding obligation to do so,
subject to certain conditions. The Union Bankshares board believes that the
information reviewed, taken as a whole, supports the approval of the merger
agreement.

Union Bankshares' board of directors did not assign any specific or
relative weights to the factors considered and reviewed all of the foregoing
factors as favoring the merger.

The board of directors of Union Bankshares unanimously recommends that
Union Bankshares stockholders vote "FOR" approval and adoption of the merger
agreement.

Opinion of Union Bankshares' Financial Advisor

Union Bankshares retained The Wallach Company, Inc. to act as its financial
advisor in connection with the proposed merger and to evaluate the fairness,
from a financial point of view, to Union Bankshares stockholders of the
consideration to be delivered by Gold Banc in the merger.

Union Bankshares has received an opinion from Wallach that, as of the date
of this joint proxy statement/prospectus, the merger consideration to be
received from Gold Banc was fair to Union Bankshares' stockholders from a
financial point of view. The full text of Wallach's opinion dated as of the
date of this joint proxy statement/prospectus, which sets forth matters
considered in connection with such opinion, is attached hereto as Appendix B
and should be read in its entirety by Union Bankshares' stockholders. This
summary of the opinion is qualified in its entirety by reference to the full
text of the opinion.

Union Bankshares' board retained Wallach as its financial advisor on the
basis of the firm's experience and expertise with the financial services and
banking industry and with transactions similar to the merger and
reorganization. Since 1993, the Wallach Company has acted as investment banker
for either the seller or buyer in more than 50% of Colorado bank and savings
and loan merger and acquisition transactions for institutions with assets of
over $100 million (excludes failed bank transactions, branch and charter
sales).

In connection with delivering its fairness opinion, Wallach, among other
things, did the following:

. reviewed certain publicly available financial statements and other
financial information of Union Bankshares not publicly available;

. reviewed the current condition and growth prospects for Union Bankshares
and its subsidiary operations, including confidential financial
projections prepared by Union Bankshares' management;

. discussed with Union Bankshares' management the past and current
operations and financial condition of Union Bankshares and the prospects
of Union Bankshares if it were to remain independent;

. reviewed Union Bankshares' historical stock trading activity and
considered the prospect for value, liquidity, dividend yield and growth
if Union Bankshares were to remain independent;

. compared Union Bankshares to other publicly traded regional financial
institutions of similar size;

. evaluated the economic, financial and competitive climate for financial
institutions in Colorado;

. reviewed the process used leading to the Gold Banc offer, including a
review of other potential acquirors and their acquisition approaches,
along with an analysis of multiples of book value paid by them for
institutions such as Union Bankshares;

. contacted one other potential acquiror to determine its interest in a
potential acquisition of Union Bankshares;

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. compared the Gold Banc offer to recent transactions involving other
institutions of similar size in the same geographic market, to the extent
publicly available;

. compared the Gold Banc offer to valuation estimates of Union Bankshares'
common stock using various valuation methods;

. examined the price and trading activity for Gold Banc;

. reviewed the implications for Union Bankshares' stockholders receiving
Gold Banc stock with regards to prospects for value, liquidity, dividend
yield and growth;

. met with Gold Banc management and reviewed certain publicly available
financial statements and other information of Gold Banc not publicly
available, visited certain Gold Banc facilities in Kansas City, and
discussed the prospects of Gold Banc with Gold Banc's management; and

. reviewed the merger agreement.

Neither Gold Banc nor Union Bankshares imposed any limitations upon the
scope of the work performed by Wallach in forming an opinion. Wallach relied
without independent verification upon the accuracy and completeness of all
financial and other information reviewed by it for purposes of the fairness
opinion. The fairness opinion is necessarily based on information as of the
date thereof. The fairness opinion is directed only to the consideration to be
received by Union Bankshares' stockholders for their shares of company stock
if the merger is consummated and does not constitute a recommendation to any
shareholder as to how such shareholder should vote at the special meeting.

Following is a brief summary of the material analysis utilized by Wallach
in arriving at its fairness opinions. This summary does not purport to be a
complete description of the analysis performed by Wallach. Wallach has issued
two fairness opinions: (1) on August 9, 1999, the signing of the definitive
purchase agreement; and, (2) on , 2000, the date of this joint
proxy statement/prospectus.

Implied Gold Banc Offer Price. The trailing ten-day average stock price of
Gold Banc was $13.09 on August 9, 1999, the date for which Union Bankshares
signed a definitive merger agreement and the date of Wallach's first fairness
opinion. Based on the pricing formula, the resulting Gold Banc offer price for
each share of Union Bankshares' common stock was $23.05. The implied multiple
of trailing 12 month earnings of Union Bankshares for the twelve months ended
June 30, 1999, was 45.2. The implied multiple of book value at June 30, 1999,
was 307.3%.

Analysis of Selected Colorado Bank Mergers. Wallach reviewed publicly
available information on the four bank merger and acquisition transactions
known by Wallach to have occurred since January 1, 1998, in Colorado, for
which Wallach believed the acquired institutions were similar to Union
Bankshares in size, market and financial performance. Wallach compared certain
percentages and multiples implied by the Gold Banc offer with comparable
percentages and multiples for those transactions. The average price offered in
the four transactions as a multiple of twelve months trailing earnings was
21.4 as compared to 45.2 associated with the Gold Banc offer on August 9,
1999, the date of Wallach's first fairness opinion. Since several of the
acquired companies had higher capital levels than Union Bankshares, Wallach
chose to use the adjusted capital method when comparing price to book value
ratios. The adjusted capital method adjusts the bank's capital level to 6.5%
of assets (the equity to assets ratio of Union Bankshares at June 30, 1999),
under the assumption that an acquiror will not assign a multiple of value for
excess capital. The average multiple of adjusted book value in these
transactions was 313.9%, as compared to 307.3% associated with the Gold Banc
offer at the time of the signing of the definitive merger agreement on August
9, 1999. Wallach is not aware of any merger or acquisition transactions
involving the sale of commercial banks in Colorado which it believes are
similar to Union Bankshares in size, market and financial performance and for
which information has been publicly available since August 9, 1999.

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Analysis of Selected National Bank Mergers. Wallach also reviewed publicly
available information on four national bank merger and acquisition
transactions known by Wallach to have occurred since December 1, 1998, for
which Wallach believed the acquired institutions were similar to Union
Bankshares in size, market and financial performance. Wallach compared certain
percentages and multiples implied by the Gold Banc offer with comparable
percentages and multiples for these transactions. The average price offered in
these transactions as a multiple of trailing earnings was 32.1 as compared to
45.2 associated with the Gold Banc offer on August 9, 1999, the date of
Wallach's first fairness opinion. Since several of the acquired companies had
higher capital levels than Union Bankshares, Wallach chose to use the adjusted
capital method when comparing price to book value ratios. The average multiple
of adjusted book value in these transactions was 248.2%, as compared to 307.3%
associated with the Gold Banc offer on August 9, 1999.

Analysis of Selected National Bank Mergers Subsequent to August 9, 1999.
Subsequent to August 9, 1999, Wallach revised its analysis to include one
recently announced transaction. Wallach reviewed publicly available
information on five national bank mergers and acquisition transactions known
by Wallach to have occurred since December 1, 1998, for which Wallach believes
the acquired institutions to be similar to Union Bankshares in size, market
and financial performance. Wallach compared certain percentages and multiples
implied by the Gold Banc offer with comparable percentages and multiples for
these transactions. The average price offered in these transactions as a
multiple of trailing earnings was 31.1 as compared to associated with
the Gold Banc offer at the mailing of the proxy statement. Since several of
the acquired companies had higher capital levels than Union Bankshares,
Wallach chose to use the adjusted capital method when comparing price to book
value ratios. The average multiple of adjusted book value in these
transactions was 249.4%, as compared to % associated with the Gold Banc
offer at the mailing of the proxy statement.

Comparison with Selected Comparable Public Companies. Wallach compared
selected operating and stock market results of Union Bankshares to four
publicly traded financial institutions in the Rocky Mountain region which
Wallach deemed to be relevant, including Vail Banks, Inc., MegaBank Financial
Corporation, Colorado Business Bankshares, Inc., and First State Bancorp.
(collectively, the "Comparable Index"). Wallach then adjusted the multiples of
the financial institutions in the Comparable Index to reflect a valuation
using the average premium paid for financial institutions nationwide from
January 1, 1999 to August 9, 1999 of 30.5%. The premium is the percent premium
of the offer price for a company, in an arm's length transaction, above the
trading price of its stock price five days prior to the announcement of the
transaction. Wallach compared certain percentages and multiples implied by the
Gold Banc offer with comparable percentages and multiples for the Comparable
Index adjusted up for the premium. This comparison showed, among other things,
the following: (1) assuming closing stock prices on August 9, 1999 and
earnings data for the trailing twelve months ended June 30, 1999, the Gold
Banc offer price/earnings ratio was 45.2 compared to a mean price/earnings
ratio of 21.9 for the Comparable Index adjusted for premium; and (2) assuming
closing stock prices on August 9, 1999, and adjusted equity balances at June
30, 1999, the Gold Banc offer price to equity ratio was 307.3% compared to an
adjusted price to equity ratio of 307.7% for the Comparable Index adjusted for
premium. Wallach chose to use the adjusted capital method when comparing price
to book value ratios because several of the comparable public companies had
higher capital levels than Union Bankshares.

Comparison with Selected Comparable Public Companies Subsequent to August
9, 1999. Subsequent to August 9, 1999, Wallach compared selected operating and
stock market results of Union Bankshares to the publicly available
corresponding data of certain other financial institutions which Wallach
deemed to be relevant, including Vail Banks, Inc., MegaBank Financial
Corporation, Colorado Business Bankshares, Inc., and First State Bancorp.
(collectively, the "Comparable Index"). Wallach then adjusted the multiples of
the financial institutions in the Comparable Index to reflect a valuation
using the average premium paid for financial institutions nationwide from
January 1, 1999 to [date of proxy] of %. Wallach reviewed operating and
stock market results of Union Bankshares compared to the Comparable Index
adjusted up for the premium subsequent to August 9, 1999. This comparison
showed, among other things, the following: (1) assuming closing stock prices

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on [date of proxy] and earnings data for the trailing twelve months
ended June 30, 1999, the Gold Banc offer price/earnings ratio was
compared to a mean price/earnings ratio of for the Comparable Index
adjusted for premium; and (2) assuming closing stock prices on [date
of the proxy], and adjusted equity balances at June 30, 1999, the Gold Banc
offer price to equity ratio was % compared to an adjusted price to
equity ratio of % for the Comparable Index adjusted for premium.
Wallach chose to use the adjusted capital method when comparing price to book
value ratios because several of the comparable public companies had higher
capital levels than Union Bankshares.

Comparison of Gold Banc Offer to Union Bankshares' Stock Price. Wallach
examined the trailing ten-day average stock price for Union Bankshares on
August 9, 1999 relative to the Gold Banc offer price at August 9, 1999 and
relative to Union Bankshares's trailing fifty-two week high and low stock
price on August 9, 1999. This analysis showed, among other things, that (i)
Union Bankshares' trailing ten-day average stock price on August 9, 1999 was
$13.09 compared to the Gold Banc offer price of $23.05, representing a 76.1%
premium to the trailing ten-day average stock price, and (ii) Union
Bankshares's trailing fifty-two week high stock price at August 9, 1999 was
$15.25 and Union Bankshares' trailing fifty-two week low stock price at August
9, 1999 was $11.71 relative to the Gold Banc offer price of $23.05. This
represented a 51.2% premium to the trailing fifty-two week high stock price
and a 96.9% premium to the trailing fifty-two week low stock price.

Wallach also examined the trailing ten-day average stock price for Union
Bankshares on August 9, 1999 relative to the Gold Banc offer price at [Date of
Proxy] and relative to Union Bankshares' trailing fifty-two week high and low
stock price on August 9, 1999. This analysis showed, among other things, that
(1) Union Bankshares' trailing ten-day average stock price on August 9, 1999
was $13.09 compared to the Gold Banc offer price of , representing a
premium to the trailing ten-day average stock price, and (2) Union
Bankshares' trailing fifty-two week high stock price at August 9, 1999 was
$15.25 and Union Bankshares' trailing fifty-two week low stock price at August
9, 1999 was $11.71 relative to the Gold Banc offer price of $ . This
represented a % premium to the trailing fifty-two week high stock price
and a % premium to the trailing fifty-two week low stock price.

Gold Banc Stock Trading History and Valuation. Wallach examined the history
of trading prices for Gold Banc compared to a select group of seven other
regional bank holding companies who are active in acquisitions in the Rocky
Mountain region. The "Index Group" is comprised of Banc One Corporation,
Commercial Federal Corporation, Community First Bankshares, Inc., KeyCorp,
U.S. Bancorp, Wells Fargo & Co., and Zions Bancorporation. Wallach also
examined the valuation of Gold Banc relative to the Index Group in relation to
earnings, book value and dividend yield. For projected earnings, Wallach used
consensus analyst estimates. The analysis showed, among other things, that for
the trailing 12-month period ended June 30, 1999, and consensus analyst
projected 1999 calendar year, based on stock prices at August 9, 1999, the
price to earnings ratio for Gold Banc was 14.7 and 13.9, respectively,
compared to 16.8 and 14.6 for the Index Group, respectively. Based on Gold
Banc's stock price on August 8, 1999, the price to book value for Gold Banc
was 227.0% compared to 302.0% for the Index Group, and the common dividend
yield for Gold Banc was 0.7% compared to 2.4% for the Index Group. As of
August 9, 1999, the consensus of research analysts' projections of a five-year
earnings growth rate was 20.0% for Gold Banc compared to 13.1% for the Index
Group.

Recent Gold Banc Offer Price. The trailing ten-day average stock price of
Gold Banc was $ . on [insert date of proxy], the date of Wallach's fairness
opinion. Based on the pricing formula, the resulting Gold Banc offer price for
each share of Union Bankshares' Common Stock was $ . . The implied multiple
of trailing 12-month earnings of Union Bankshares for the year ended June 30,
1999, was [P/E multiple]. The implied multiple of book value at June 30, 1999,
was [P/B multiple].

At [date of proxy], Wallach was of the opinion that the Union
Bankshares/Gold Banc Merger Consideration is fair to Union Bankshares'
stockholders from a financial point of view.

Wallach believes that its analyses and the summary set forth above must be
considered as a whole and that selecting portions of its analyses and the
factors considered by them could create an incomplete view of the process
underlying the preparation of its fairness opinion. No company or transaction
used in Union Bankshares'

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<PAGE>

comparable transaction analysis is identical to Union Bankshares, Gold Banc or
the merger. Accordingly, in its analysis Wallach used complex considerations
and judgments concerning differences in financial and operating
characteristics of the companies and other factors that could affect the
public trading value or the acquisition value of the companies to which they
are being compared.

For Wallach's services in connection with negotiating such acquisition
offers, rendering its opinion as to the fairness of the merger consideration
to Union Bankshares' stockholders from a financial point of view, and for
certain other advisory services in connection therewith, Union Bankshares has
agreed to pay Wallach certain fees. Wallach will receive a cash fee upon the
effectiveness of the merger with Gold Banc equal to 0.75% of the first $55.0
million and 3.00% of the amount in excess of $55.0 million of the amount
received by Union Bankshares' stockholders in the transaction based on the
value of the Gold Banc common stock issued to Union Bankshares' stockholders
in the merger (the fee approximates $715,000 at August 9, 1999 assuming a
$23.05 Union Bankshares per share purchase price). From May 1999 to the
effective date of the merger, Wallach has or will receive a monthly retainer
of $7,500, which amounts will be credited against the transaction fee due at
the effectiveness of the merger. Wallach has also received reimbursement of
its actual out-of-pocket expenses and Union Bankshares has agreed to indemnify
Wallach against certain liabilities, including liabilities under securities
laws.

Opinion of Gold Banc's Financial Advisor

U.S. Bancorp Piper Jaffray Inc. was retained by Gold Banc pursuant to an
engagement letter dated September 9, 1999 to render its opinion to the Gold
Banc board regarding the fairness, from a financial point of view, to Gold
Banc of the consideration proposed to be paid by Gold Banc to Union Bankshares
stockholders in the merger.

U.S. Bancorp Piper Jaffray is an investment banking firm engaged, among
other things, in the valuation of businesses and their securities in
connection with mergers and acquisitions, underwriting and secondary
distributions of securities, private placements and valuations for estate,
corporation and other purposes. U.S. Bancorp Piper Jaffray was selected to
prepare a fairness opinion based on its experience and expertise in
transactions similar to the merger and its reputation in the financial
services and investment banking industries in general and the community
banking industry in particular. Except as set forth above, U.S. Bancorp Piper
Jaffray has not otherwise acted as financial advisor to Gold Banc or the Gold
Banc board in connection with the merger and did not participate in the
discussions or negotiations with respect to the merger. U.S. Bancorp Piper
Jaffray has acted as a manager of one underwriting of Gold Banc securities and
may provide other investment banking services for Gold Banc in the future.
Neither the past or potential future services relate to or were a condition of
U.S. Bancorp Piper Jaffray's delivery of its opinion. In the ordinary course
of its business, U.S. Bancorp Piper Jaffray actively trades Gold Banc common
stock for its own account and for the accounts of its customers, and,
therefore, may from time to time hold a long or short position in such
securities. U.S. Bancorp Piper Jaffray also provides research coverage for
Gold Banc.

On November 15, 1999, U.S. Bancorp Piper Jaffray delivered its oral opinion
to members of senior management of Gold Banc (subsequently confirmed to Gold
Banc's board by a written opinion dated as of the same date) to the effect
that, as of the date of the opinion and based on and subject to the
assumptions, factors and limitations as set forth in the opinion and as
described below, the consideration proposed to be paid by Gold Banc pursuant
to the merger agreement was fair, from a financial point of view, to Gold
Banc. A copy of the U.S. Bancorp Piper Jaffray opinion letter is attached to
this document as Appendix C and is incorporated herein by reference.

While U.S. Bancorp Piper Jaffray rendered its opinion and provided certain
analyses, U.S. Bancorp Piper Jaffray was not requested to and did not make any
recommendation as to the form or amount of the consideration to be exchanged
by Gold Banc in the merger, which was determined through negotiations between
Union Bankshares and Gold Banc. The U.S. Bancorp Piper Jaffray opinion, which
was delivered for use by the Gold Banc board and management, is directed only
to the fairness to Gold Banc, from a financial point of view, of the

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<PAGE>

proposed consideration to be paid by Gold Banc in connection with the merger,
does not address the value of a share of Gold Banc common stock, does not
address Gold Banc's underlying business decision to participate in the merger
and does not constitute a recommendation to any Gold Banc stockholder as to
how such stockholder should vote with respect to the merger. U.S. Bancorp
Piper Jaffray does not admit that it is an expert within the meaning of the
term "expert" as used in the Securities Act and the rules and regulations
promulgated thereunder, or that its opinions constitute a report or valuation
within the meaning of Section 11 of the Securities Act and the rules and
regulations promulgated thereunder. However, U.S. Bancorp Piper Jaffray has
consented to the use of its name in this joint proxy statement/prospectus and
the inclusion of its opinion as Appendix C.

U.S. Bancorp Piper Jaffray was not advised by Gold Banc, Union Bankshares
or their respective legal counsel concerning the probable outcome of, or
estimated damages which might arise from, any pending or threatened
litigation, possible unasserted claims or other contingent liabilities, to
which Gold Banc or Union Bankshares or their affiliates are parties or may be
subject and undertook no analysis independent thereof. Accordingly, U.S.
Bancorp Piper Jaffray's opinion made no assumption concerning, and therefore
did not consider, the possible assertion of claims, outcomes or damages
arising out of any such matters.

The summary of the U.S. Bancorp Piper Jaffray opinion set forth below is
qualified in its entirety by reference to the full text of the opinion. Gold
Banc stockholders are urged to read the opinion in its entirety for a complete
description of the assumptions made, matters considered and limits of the
review undertaken.

In arriving at its opinion, U.S. Bancorp Piper Jaffray reviewed, analyzed
and relied upon material bearing upon the financial and operating condition
and prospects of Gold Banc and Union Bankshares and material prepared in
connection with the merger, and considered such financial and other factors as
it deemed appropriate under the circumstances, including, among other things,
the following:

(1) the merger agreement;

(2) information relative to the business, financial condition and
operations of Gold Banc and Union Bankshares furnished by management of
Gold Banc and Union Bankshares, respectively;

(3) certain internal financial planning information of Union Bankshares
furnished by management of Union Bankshares and certain pro forma internal
financial planning information for Union Bankshares and Gold Banc furnished
by management of Gold Banc;

(4) certain financial and securities data of Gold Banc;

(5) to the extent publicly available, the financial terms of certain
merger and acquisition transactions deemed relevant;

(6) publicly available information relative to Gold Banc and Union
Bankshares; and

(7) certain financial and securities data of Union Bankshares and
companies deemed similar to Union Bankshares or representative of the
business sector in which Union Bankshares operates. In addition, U.S.
Bancorp Piper Jaffray engaged in discussions with members of management of
Union Bankshares and Gold Banc concerning the respective financial
conditions, current operating results and business outlooks of Union
Bankshares and Gold Banc, including the prospects for the combined
companies and any potential operating efficiencies and synergies which may
arise from the merger.

For purposes of its opinion, U.S. Bancorp Piper Jaffray relied upon and
assumed the accuracy, completeness and fairness of the financial and other
information made available to it and did not attempt to independently verify
such information. U.S. Bancorp Piper Jaffray relied upon the assurances of
Gold Banc and Union Bankshares management that the information provided by
Gold Banc and Union Bankshares had a reasonable basis and, with respect to
financial planning data and other business outlook information, reflected the
best available estimates, and that they were not aware of any information or
fact that would make the information provided to U.S. Bancorp Piper Jaffray
incomplete or misleading. U.S. Bancorp Piper Jaffray relied, without
independent verification, on the assessments by management of Gold Banc of the
amount and timing of potential

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<PAGE>

cost savings and other synergies realizable as a result of the merger and
assumed that the merger would be accounted for as a pooling of interests under
generally accepted accounting principles. In arriving at its opinion, U.S.
Bancorp Piper Jaffray did not perform, nor was it furnished, any appraisal or
valuation of specific assets or liabilities of Gold Banc or Union Bankshares
and expressed no opinion regarding the liquidation value of any entity. No
limitations were imposed by Gold Banc on the scope of U.S. Bancorp Piper
Jaffray's investigation or the procedures to be followed in rendering its
opinion. U.S. Bancorp Piper Jaffray expressed no opinion as to the price at
which shares of Gold Banc common stock or Union Bankshares common stock may
trade at any future time. The U.S. Bancorp Piper Jaffray opinion is based upon
information available to U.S. Bancorp Piper Jaffray as of November 12, 1999,
and the facts and circumstances as they existed and were subject to evaluation
on that date. Events occurring, or facts and circumstances or economic, market
and other conditions becoming available for evaluation after such date could
materially affect the assumptions used in preparing the opinion.

U.S. Bancorp Piper Jaffray performed certain financial and comparative
analyses, including those summarized below, which it discussed with members of
senior management of Gold Banc on November 15, 1999. U.S. Bancorp Piper
Jaffray also prepared and delivered to the Gold Banc board certain written
materials containing various analyses and other information relevant to the
opinion. The analyses referred to below were made in connection with rendering
the opinion.

Selected Market Information. U.S. Bancorp Piper Jaffray reviewed certain
stock trading characteristics of Gold Banc common stock and Union Bankshares
common stock, including stock price and volume comparisons for periods ending
November 12, 1999. U.S. Bancorp Piper Jaffray also analyzed the per share
price and aggregate transaction value based on the exchange ratio and other
terms set forth in the merger agreement.

Pro Forma Analysis. U.S. Bancorp Piper Jaffray analyzed the hypothetical
pro forma effects of the merger on Gold Banc's earnings per share for the
years ending December 31, 1999, 2000 and 2001, with and without expected
synergies. In this analysis, among other things, Gold Banc's internal
projected pre-merger earnings per share and tangible book value per share were
compared to the internal projected post-merger earnings per share and tangible
book value per share reflecting the addition of Union Bankshares' earnings and
tangible book value as well as certain other pro forma changes. The analysis
without synergies was based on internal projections for Union Bankshares
provided by Union Bankshares' management. The analysis with synergies was
based on internal projections for Union Bankshares provided by Union
Bankshares' management and reviewed and modified by Gold Banc's management.
The projected earnings per share and the tangible book value per share for the
combined entities were compared to Gold Banc's projected earnings per share
and tangible book value per share over the same periods on a stand alone
basis. Based on an exchange ratio of 1.7731 shares of Gold Banc common stock
for each share of Union Bankshares common stock, this analysis indicated that,
with expected synergies, the merger would be dilutive to Gold Banc's projected
earnings per share in 1999, would have a negligible effect on Gold Banc's
projected earnings per share in 2000, and would be modestly accretive to Gold
Banc's projected earnings per share in 2001. Without expected synergies, the
analysis indicated that the merger would be dilutive to Gold Banc's projected
earnings per share in 1999 through 2001. Based on an exchange ratio of 1.7731
shares of Gold Banc common stock for each share of Union Bankshares' common
stock, this analysis indicated that both with and without synergies, the
merger would be dilutive to Gold Banc's tangible book value per share.

Contribution Analysis. U.S. Bancorp Piper Jaffray analyzed the hypothetical
pro forma contribution of Gold Banc to the combined company for the year ended
December 31, 1998 and the years ending December 31, 1999 through 2001. For
these periods, U.S. Bancorp Piper Jaffray analyzed Gold Banc's expected
contribution, with and without expected synergies from the merger, to the pro
forma net income, tangible book value and book value of the combined entity.
This analysis shows that Gold Banc would have contributed 87.9%, 84.3%, and
80.5% to combined net income, tangible book value and book value,
respectively, in fiscal 1998. In fiscal 1999, where no synergies are expected
due to timing of the consummation of the merger, the Gold Banc contribution is
estimated to be 90.5%, 82.2% and 82.3% of combined net income, tangible book
value and book value, respectively. In fiscal 2000, taking into account the
expected synergies, the Gold Banc contribution is estimated to be 77.6%, 81.1%
and 81.3% of combined net income, tangible book value and book value,
respectively. Without such expected synergies, the Gold Banc contribution
would be 86.4%, 83.2% and 82.8% of combined net income, tangible book value
and book value, respectively, in fiscal 2000. In fiscal 2001, taking into
account

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the expected synergies, the Gold Banc contribution is estimated to be 76.0%,
79.9% and 80.4% of combined net income, tangible book value and book value,
respectively. Without such expected synergies, the Gold Banc contribution
would be 84.4%, 83.3% and 83.1% of combined net income, tangible book value
and book value, respectively, in fiscal 2001. Assuming an exchange ratio of
1.7731 shares of Gold Banc common stock for each share of Union Bankshares
common stock, Gold Banc stockholders will account for approximately 77.7% of
the combined companies' equity on a fully diluted basis.

Discounted Implied Dividend Analysis. Using a discounted implied dividend
analysis, U.S. Bancorp Piper Jaffray calculated a range of theoretical per
share values for Union Bankshares based on the net present value of: (1) Union
Bankshares' implied annual dividend income through 2003, subject to a
constraint of maintaining a minimum ratio of equity to assets of 6.5% and (2)
a terminal value for Union Bankshares in 2003 calculated based upon a multiple
of net income. The projected financial data for Union Bankshares for 1999
through 2003 utilized by U.S. Bancorp Piper Jaffray in this analysis was
prepared by Union Bankshares and reviewed and modified by Gold Banc
management. U.S. Bancorp Piper Jaffray calculated the range of net present
values per share for Union Bankshares based on a range of discount rates of
13% to 17% and a range of terminal value multiples of forecasted 2003 net
income of 12.0x to 16.0x. This analysis yielded a range of estimated present
values per share for Union Bankshares of approximately $19.69 to $29.09 taking
into account the expected synergies relating to the merger and approximately
$12.15 to $18.49 without such synergies.

Comparable Merger and Acquisition Analysis. U.S. Bancorp Piper Jaffray
reviewed selected transactions involving acquired companies deemed comparable
to Union Bankshares that have been completed from January 1, 1997 to November
12, 1999 where the target was 100% acquired, was located in the Rocky Mountain
or Western regions of the United States, and had total assets between $100
million and $1 billion. This analysis was based on publicly available
information obtained from Commission filings, public company disclosures,
press releases, industry and popular press reports, databases and other
sources. This search yielded 66 comparable transactions. Based on its analysis
of the comparable transactions, U.S. Bancorp Piper Jaffray derived the mean,
median and ranges of various multiples for the comparable transaction group
and compared such multiples to Union Bankshares' comparable multiples. The
comparable transaction group's mean and median deal value/assets multiples of
0.21x and 0.20x, and range of 0.12x to 0.35x, were compared with Union
Bankshares' multiple of 0.16x; the mean and median deal value/book value
multiples of 2.67x and 2.64x, and range of 1.21x to 5.10x, were compared with
Union Bankshares' multiple of 2.93x; the mean and median deal value/tangible
book value multiples of 2.80x and 2.72x, and range of 1.29x to 5.50x, were
compared with Union Bankshares' multiple of 4.48x; and the mean and median
deal value/latest twelve months net income of 20.49x and 18.58x, and range of
7.67x to 62.50x, were compared with Union Bankshares' multiple of 39.61x.

Premium Analysis. U.S. Bancorp Piper Jaffray reviewed publicly available
information for selected completed transactions from January 1, 1997 to
November 12, 1999 involving publicly traded banks and bank holding companies
where the target was 100% acquired, was located west of the Mississippi River
and had total assets between $100 million and $1 billion. U.S. Bancorp Piper
Jaffray selected 38 transactions which were deemed comparable. Based on its
review of the comparable transactions, U.S. Bancorp Piper Jaffray derived the
mean, median and range of premiums paid in the comparable transactions and
compared them to the premium to be paid to Union Bankshares' stockholders. The
comparable transaction group's mean and median premiums of 23.12% and 22.63%
above the trading price 1 day prior to announcement, and range of (1.80)% to
93.18%, were compared to a 63.12% premium to be paid to Union Bankshares'
stockholders; and the mean and median premiums of 32.01% and 32.04% above the
trading price 30 days prior to the announcement, and range of (2.75)% to
149.26%, were compared to the 45.64% premium to be paid to Union Bankshares's
stockholders.

Comparable Public Company Analysis. U.S. Bancorp Piper Jaffray reviewed
information relating to 12 publicly traded companies involved in the banking
industry where the company had total assets of approximately $300 million to
$500 million and was located in the Rocky Mountain or Western regions of the
United States. Share pricing for the publicly traded companies in the public
market reflects the value of a minority interest and

19
<PAGE>

does not reflect a control premium. Based on its review, U.S. Bancorp Piper
Jaffray derived mean and median return on average assets of 1.41% and 1.48%,
and a range of 0.97% to 1.92% (compared to 0.37% for Union Bankshares); mean
and median return on average equity of 14.19% and 13.64%, and a range of 7.88%
to 22.15% (compared to 5.74% for Union Bankshares); mean and median Tier 1
capital ratios of 11.90% and 11.43%, and a range of 8.00% to 17.22% (compared
to 10.12% for Union Bankshares); mean and median total capital ratios of
13.51% and 11.71%, and a range of 10.37% to 22.11% (compared to 13.5% for
Union Bankshares); and mean and median efficiency ratios of 62.51% and 60.44%,
and a range of 51.36% to 77.60% (compared to 82.94% for Union Bankshares).
U.S. Bancorp Piper Jaffray also derived mean and median latest twelve months
price to earnings multiples of 14.86x and 15.45x, and a range of 11.48x to
19.07x (compared to a multiple of 32.64x for Union Bankshares); mean and
median price to estimated calendar 1999 earnings multiples of 16.99x and
15.11x, and a range of 11.02x to 45.96x (compared to a multiple of 28.43x for
Union Bankshares); mean and median price to estimated calendar 2000 earnings
multiples of 12.37x and 13.28x, and a range of 10.00x to 13.91x (compared to a
multiple of 14.81x for Union Bankshares); mean and median price to book value
multiples of 1.93x and 1.80x, and a range of 1.07x to 3.25x (compared to a
multiple of 2.35x for Union Bankshares); and mean and median price to tangible
book value multiples of 2.14x and 2.02x, and a range of 1.55x to 3.27x
(compared to a 3.65x multiple for Union Bankshares).

In reaching its conclusions as to the fairness to Gold Banc of the
consideration to be paid by Gold Banc in the merger and in its presentation to
members of senior management of Gold Banc, U.S. Bancorp Piper Jaffray did not
rely on any single analysis or factor described above, assign relative weights
to the analyses or factors considered by it, or make any conclusions as to how
the results of any given analysis, taken alone, supported its opinion. The
preparation of a fairness opinion is a complex process and not necessarily
susceptible to partial analyses or summary description. U.S. Bancorp Piper
Jaffray believes that its analyses must be considered as a whole and that
selecting portions of its analyses and of the factors considered by it,
without considering all factors and analyses, would create a misleading view
of the process underlying the opinion. The analyses of U.S. Bancorp Piper
Jaffray are not necessarily indicative of actual values or future results,
which may be significantly more or less favorable than suggested by such
analyses. Analyses relating to the value of companies do not purport to be
appraisals or valuations or necessarily reflect the price at which companies
may actually be sold. No company or transaction used in any comparable
analysis as a comparison is identical to Gold Banc, Union Bankshares or the
merger. Accordingly, an analysis of the results is not mathematical; rather it
involves complex considerations and judgments concerning, among other things,
differences in financial and operating characteristics of the comparable
companies and other factors that could affect the public trading value of such
companies.

For acting as financial advisor to Gold Banc in connection with the merger,
Gold Banc has agreed to pay U.S. Bancorp Piper Jaffray a fee of $125,000. Gold
Banc has also agreed to pay the reasonable out-of-pocket expenses of U.S.
Bancorp Piper Jaffray, not to exceed $15,000 without Gold Banc's approval, and
to indemnify U.S. Bancorp Piper Jaffray against certain liabilities incurred
(including liabilities under the federal securities laws) in connection with
the engagement of U.S. Bancorp Piper Jaffray by Gold Banc. The fees payable to
U.S. Bancorp Piper Jaffray are not contingent upon consummation of the merger.

Operations And Management After The Merger

At the effective time of the merger, the separate corporate existence of
Union Bankshares will terminate as it merges into Gold Banc's acquisition
subsidiary. The Articles of Incorporation and Bylaws of the acquisition
subsidiary 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 Gold Banc's acquisition subsidiary will become the
officers and directors of the surviving corporation from and after the
effective time of the merger. At the effective time, Union Bank & Trust will
become an operating subsidiary of Gold Banc's acquisition subsidiary.

Union Bank & Trust will receive assistance in bringing new methods and
systems to the bank. Gold Banc also expects to enhance the net interest margin
and non-interest income of Union Bank & Trust by expanding the products and
services offered.

20
<PAGE>

Gold Banc will analyze Union Bank & Trust's operations for potential
efficiencies. Gold Banc 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. 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.

The board of directors of Gold Banc will consist of the seven present Gold
Banc directors. Charles R. Harrison, the present Chief Executive Officer of
Union Bankshares, will be added to the board. Harrison will serve as a Class
II director with a term that expires in 2001. No changes will be made to Gold
Banc's management in connection with the merger.

Federal Securities Laws Consequences

The shares of Gold Banc to be issued pursuant to the merger have been
registered under the Securities Act of 1933. The provisions of Rule 145 under
the Securities Act allow such shares to be sold without restriction by
stockholders of Union Bankshares who are not deemed to be "affiliates" (as
that term is defined in the rules under the Securities Act) of Union
Bankshares and who do not become affiliates of Gold Banc. The shares of Gold
Banc common stock to be issued to affiliates of Union Bankshares 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 Gold Banc Common Stock

The shares of Gold Banc common stock issued pursuant to the merger will be
freely transferable under the Securities Act, except that shares received by
an affiliate of Union Bankshares 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 Gold Banc to consummate the merger that
Union Bankshares shall deliver to Gold Banc an affiliate letter from each
affiliate in the form attached to the merger agreement. As of the date of the
merger agreement, Union Bankshares has identified its affiliates as being each
of its directors and executive officers.

An affiliate letter will constitute an agreement by each affiliate with
Gold Banc to the effect that such affiliate: (a) will not sell, transfer or
otherwise dispose of any shares of Gold Banc 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 (b) has not made
or will not make any disposition or other reduction of such person's risk
relative to any Gold Banc or Union Bankshares 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 Gold. The "affiliates" of Gold Banc
are also subject to the restrictions referred to in clause (a) during such
risk-sharing period.

Harrison Registration Rights

On the closing date, Gold Banc will enter into a registration rights
agreement with Charles R. Harrison under which Gold Banc will, at Charles R.
Harrison's request, effect a registration on Form S-3, with respect to the
shares of Gold Banc common stock acquired by Charles R. Harrison in the
merger, such that Charles R. Harrison may sell all of such securities acquired
in the merger in brokered transactions at market prices on the Nasdaq National
Market System.

21
<PAGE>

Fees And Expenses of the Merger

Each party is responsible for its own expenses in connection with the
merger.

Accounting Treatment; Restrictions on Sales by Affiliates

It is intended that the merger will qualify as a pooling of interests for
accounting and financial reporting purposes. Under this method of accounting,
the consolidated assets and liabilities of Union Bankshares will be carried
forward to the consolidated financial statements of Gold Banc at their
recorded amounts and the consolidated earnings of Union Bankshares will be
included in the earnings of Gold Banc.

To ensure that the merger will qualify as a pooling of interests, each
person who is an "affiliate" (as defined in Rule 144 adopted under the
Securities Act) of Union Bankshares at the time the merger agreement is
submitted for the approval of Union Bankshares' stockholders will agree in
writing not to sell, pledge, transfer or otherwise dispose of, or reduce such
stockholder's risk relative to, any shares of Gold Banc common stock until
financial results covering at least 30 days of combined operations of Gold
Banc and Union Bankshares have been published. Pursuant to the merger
agreement, Gold Banc has agreed to publish such results as soon as practicable
after the effective time of the merger.

Federal Income Tax Consequences

The following discussion is based upon the provisions of the Internal
Revenue Code, the applicable regulations thereunder, judicial authority,
current administrative rulings and practice as of the date hereof and the
opinion to be provided by Stinson, Mag & Fizzell, P.C. The opinion of Stinson,
Mag & Fizzell will be based upon certain assumptions and representations by
the management of each of Union Bankshares and Gold Banc and by certain
holders of the outstanding Union Bankshares common stock. 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 Union Bankshares common stock pursuant to the exercise of an employee
option or otherwise as compensation.

In the opinion of Stinson, Mag & Fizzell, P.C., the merger will constitute
a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D)
of the Code. Consequently:

1. No gain or loss will be recognized by the stockholders of Union
Bankshares who exchange all of their Union Bankshares common stock solely
for Gold Banc common stock pursuant to the merger, except for gain or loss
which may be recognized with respect to cash received in lieu of a
fractional share interest in Gold Banc common stock.

2. The tax basis of Gold Banc common stock received by the stockholders
of Union Bankshares in the merger will equal the tax basis of Union
Bankshares common stock exchanged therefor, adjusted to reflect the impact
of the payments of cash for fractional share interests in Gold Banc common
stock.

3. The holding period of Gold Banc common stock received by the
stockholders of Union Bankshares in the merger will include the holding
period of Union Bankshares common stock exchanged therefor.

The federal income tax discussion set forth above is included for general
information only. Each Union Bankshares 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.

22
<PAGE>

Interests of Union Bankshares' Management and Directors in the Merger

You should be aware that certain members of Union Bankshares' management
and board of directors have certain interests in the merger that differ from,
and are in addition to, your interests generally. These interests, which are
described below, may present these individuals with potential conflicts of
interest. Gold Banc was aware of these interests and considered them, among
other matters, in adopting the merger agreement and approving the merger.

Employee Stock Option Plans. Union Bankshares' Employee Stock Option Plans
will be assumed by Gold Banc on the same terms and conditions, except that the
options will be modified to provide for issuance of shares of Gold Banc common
stock, to adjust each option price by dividing the option price by the
exchange ratio and to adjust the number of shares subject to each option by
multiplying the number of shares by the exchange ratio. In addition, the stock
options contain provisions that cause the options to become fully vested upon
a change in control. Therefore, the options will vest as a result of the
merger.

Continuation of Employee Benefits. Union Bankshares' employees will be
eligible to participate in all Gold Banc employee benefit plans (as defined in
Sections 3(3) and 3(37) of ERISA) in accordance with their terms. Gold Banc
will recognize years of service by employees with Union Bankshares in
determining eligibility and vesting of benefits. Gold Banc will maintain all
of Union Bankshares' welfare plans (as defined in Section 3(1) of ERISA) until
Gold Banc determines it will terminate such plans.

Employment Agreement Severance Payments from Union Bankshares. On December
31, 1992, Union Bankshares entered into employment agreements with each of
Bruce E. Hall, Charles R. Harrison and Herman J. Zueck (the "Executives").
Pursuant to such employment agreements, if an Executive is terminated upon a
change in control of Union Bankshares, he is entitled to receive severance
payments from Union Bankshares in an amount generally equal to three times the
sum of the Executive's base salary plus bonus, limited to the amount which
would be deductible under Section 280G of the Code. Accordingly, under the
employment agreements the Executives are entitled to receive combined
severance payments from Union Bankshares of approximately $1,950,000 upon
completion of the merger. The employment agreements do not contain
noncompetition provisions following a termination upon change of control.

Noncompetition Agreements with Gold Banc. On the Closing Date, Bruce E.
Hall and Charles R. Harrison will each enter into one-year noncompetition
agreements with Gold Banc each at $4,000 per month. On the Closing Date,
Herman J. Zueck will enter into a two-year noncompetition agreement with Gold
Banc at $4,000 per month. All three will agree not to compete with Gold Banc
at a financial institution located in or having a branch in Denver, Boulder
and Greeley, Colorado, and agree not to solicit customers or employees of Gold
Banc or any of its subsidiaries.

Indemnification of Directors and Officers and Insurance. The merger
agreement requires Gold Banc to indemnify Union Bankshares' directors and
officers in the same manner and to the same extent as is provided for in Union
Bankshares' Certificate and Bylaws. For a period up to three years following
the merger, Gold Banc will maintain the current policies of directors' and
officers' liability insurance maintained by Union Bankshares with respect to
matters arising before the merger is effective, so long as the total premiums
do not exceed $35,000.

Dissenters' Rights

Under the applicable Kansas and Delaware law, neither Gold Banc
stockholders nor Union Bankshares stockholders have dissenters' rights with
respect to the merger.

23
<PAGE>

Conditions to the Merger

The merger is conditioned upon the fulfillment prior to the closing of
certain conditions set forth in the merger agreement, including the following:

. Approval of the merger agreement by the holders of a majority of all the
outstanding shares of Union Bankshares common stock;

. Approval of the merger agreement by the holders of a majority of all
shares of Gold Banc common stock voting at the Gold Banc stockholders'
meeting;

. The accuracy of the representations of Gold Banc, the Gold Banc
acquisition subsidiary and Union Bankshares made in the merger agreement
and the performance of their respective obligations thereunder;

. The absence of a material adverse change since August 9, 1999, affecting
the financial condition, properties, assets, liabilities, rights or
business of Gold Banc, Union Bankshares or its subsidiary, Union Bank;

. On the closing date of the merger, the total equity capital of Union Bank
& Trust is not less than $23 million, the reserve for loan and lease loss
of Union Bank & Trust is not less than $2.7 million, and the total
indebtedness of Union Bankshares (on a nonconsolidated basis) is not more
than $10.4 million;

. The receipt by Gold Banc and Union Bankshares of letters of resignation
of positions held with Union Bankshares and Union Bank & Trust from Bruce
E. Hall, Charles R. Harrison and Herman J. Zueck (except that Mr. Zueck
will remain as a director and Chairman of the Board of Union Bank), and
each of these individuals will have received the severance payments they
are entitled to receive under their respective employment agreements and
will have entered into noncompetition agreements;

. Union Bankshares board of directors (or a committee of the board) has not
authorized any cash payment in connection with any outstanding stock
option and each committee member empowered to act with respect to any
stock option plan will have resigned;

. The receipt by Gold Banc from Baird, Kurtz & Dobson, accountants for
Union Bankshares of (1) a certified calculation of all payments due to
Messrs. Hall, Harrison and Zueck in connection with the merger under
their respective employment agreements, and (2) an opinion that such
payments will not constitute non-deductible "parachute payments" under
Section 280G of the Internal Revenue Code;

. The receipt by Gold Banc and Union Bankshares of an opinion from Stinson,
Mag & Fizzell, P.C. relating to certain tax matters;

. The receipt by Gold Banc of certain tax representations from Union
Bankshares and holders of more than 10% of the outstanding Union
Bankshares common stock;

. The receipt by Gold Banc of an opinion from Davis, Graham & Stubbs, LLP
as to certain corporate matters regarding Union Bankshares and Union
Bank;

. The receipt by Union Bankshares of an opinion from Stinson, Mag & Fizzell
P.C. as to certain corporate matters regarding Gold Banc and its
acquisition subsidiary;

. The receipt by Gold Banc of an opinion from Baird, Kurtz & Dobson and
KPMG, LLP that the transaction will qualify for pooling of interests
accounting treatment;

. The receipt by Gold Banc of an affiliate letter from each person who is
an "affiliate" of Union Bankshares and Union Bank & Trust at the time the
merger agreement is submitted for approval of the stockholders of Gold
Banc;

. The absence of any pending or threatened litigation that could reasonably
result in restraining, enjoining or prohibiting consummation of the
merger;

. The average closing sales price of Gold Banc common stock as reported by
Nasdaq on the ten consecutive trading days immediately preceding the
third trading day prior to the effective time of the merger is not less
than $11.00 per share; and

. The receipt of necessary regulatory approvals.

24
<PAGE>

Regulatory Approval

Pursuant to Section 3(a)(5) of the Bank Holding Company Act, the merger is
subject to the approval of the Federal Reserve System. Gold Banc filed on
September 9, 1999, an application for approval with the Federal Reserve Bank
of Kansas City, which approval was obtained on November 4, 1999. The merger
also required the approval of the Colorado Division of Banking, which approval
was obtained on October 21, 1999. No other regulatory approvals are required
in order to consummate the merger.

Conduct of Business Pending the Merger

Until either the merger is completed or the merger agreement is terminated,
Gold Banc, its acquisition subsidiary, Union Bankshares and Union Bank & Trust
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 merger agreement. Union Bankshares has agreed to certain
limitations on their ability to engage in material transactions. Among those
limitations, Union Bankshares and Union Bank & Trust have agreed, subject to
certain exceptions, to refrain from:

. Amending its certificate of incorporation or bylaws;

. Making any capital expenditure or entering into any material contract or
commitment (except loan commitments) in excess of $25,000;

. Making any single loan or commitment for a loan in an amount greater than
$500,000;

. 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.

No Solicitation

The merger agreement provides that, unless and until the merger agreement
has been terminated, neither Union Bankshares nor Union Bank & Trust 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 Union Bankshares or Union Bank,
except that to the extent required by the fiduciary obligations of the board
of directors of Union Bankshares, it may provide information in response to an
unsolicited request and participate in negotiations regarding any such
unsolicited proposal. Union Bankshares is required to promptly advise Gold
Banc of the receipt of, and the substance of, any such proposal or inquiry.

Waiver and Amendment

Prior to or at the effective time of the merger, any provision of the
merger agreement, including, without limitation, the conditions to
consummation of the merger, may be (a) waived, to the extent permitted under
law, in writing by the party which is entitled to the benefits thereof; or (b)
amended at any time by written agreement of the parties, whether before or
after approval of the merger agreement by the stockholders of Union Bankshares
and Gold Banc. However, no such amendment or modification may, after the
stockholder approval, alter the amount or change the form of the consideration
or alter or change any of the terms of the merger agreement if such alteration
or change would adversely affect the holders of Union Bankshares' 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 Union
Bankshares and Gold Banc, as the case may be, deems such waiver to be in the
best interests of Union Bankshares and Gold Banc and their respective
stockholders.

25
<PAGE>

Termination of the Merger Agreement

The merger 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 merger agreement, by:

(a) The mutual consent of Gold Banc, its acquisition subsidiary and
Union Bankshares;

(b) Gold Banc or Union Bankshares if the merger has not been consummated
by May 5, 2000, unless Gold Banc and Union Bankshares agree to extend the
deadline;

(c) Gold Banc, 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 Gold Banc;

(d) Gold Banc or Union Bankshares if the other party has materially
breached the merger agreement and has not cured such breach within 30 days
of notice of the breach or the closing date, whichever is earlier;

(e) Gold Banc or Union Bankshares 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 of the merger;

(f) Union Bankshares if it receives an unsolicited acquisition proposal
from another party that the Union Bankshares board of directors believes is
superior to the merger;

(g) Gold Banc if Union Bankshares enters into an agreement to be
acquired by another party or if Union Bankshares board of directors or a
committee of the board of directors approves such a transaction to be
acquired; or

(h) Union Bankshares, within five business days after the special
meeting of Union Bankshares stockholders, if the average closing sales
price of Gold Banc common stock as reported by Nasdaq on the ten
consecutive trading days ending on the day immediately preceding the
special meeting is less than $11.00 per share.

If the merger agreement is terminated for the reasons described in clauses
(f) or (g) above, Union Bankshares must pay Gold Banc a termination fee of $2
million.

Effective Time

It is presently anticipated that the effective time of the merger will
occur sometime during the first quarter of 2000, but no assurance can be given
to that effect.

26
<PAGE>

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Gold Banc Corporation, Inc. and Union Bankshares, Ltd.

The following unaudited pro forma consolidated financial statements combine
the historical consolidated balance sheets and statements of earnings of Gold
Banc and Union Bankshares giving effect to the merger using the pooling of
interests method of accounting for a business combination.

We are providing the following information to aid you in your analysis of
the financial aspects of the merger. We derived this information from the
financial statements of Gold Banc for the interim periods ended September 30,
1999 and 1998 and for the years ended December 31, 1998, 1997 and 1996 and
from the financial statements of Union Bankshares for the interim periods
ended September 30, 1999 and 1998 and for the years ended December 31, 1998,
1997 and 1996. The information is only a summary and you should read it in
conjunction with our historical financial statements and related notes
contained in the annual reports and other information that we have filed with
the SEC and incorporated by reference. See "Where You Can Find More
Information" on page 67.

The unaudited pro forma consolidated statements of earnings for the interim
periods ended September 30, 1999 and 1998 and for the years ended December 31,
1998, 1997 and 1996 assume the merger was effected on January 1, 1996. The
unaudited pro forma consolidated balance sheets give effect to the merger as
if it had occurred on September 30, 1999 and December 31, 1998. The accounting
policies of Gold Banc and Union Bankshares are substantially comparable.

The unaudited pro forma combined financial information is for illustrative
purposes only. The companies may have performed differently had they always
been combined and may not be indicative of the historical results that would
have been achieved had the companies always been combined or the future
results that the combined company will experience after the merger.

27
<PAGE>

Gold Banc Corporation, Inc. and Union Bankshares, Ltd.

Unaudited Pro forma Consolidated Balance Sheets

September 30, 1999
(In thousands)

<TABLE>
<CAPTION>
Union
Assets Gold Banc Bankshares Dr Cr Pro Forma
------ ---------- ---------- ------ ------ ----------
<S> <C> <C> <C> <C> <C>
Cash and due from banks...... $ 39,935 14,528 6,500(3) $ 47,963
Federal funds sold and
interest-bearing deposits... 21,255 7,200 28,455
---------- ------- ----------
Total cash and cash
equivalents ............ 61,190 21,728 76,418
---------- ------- ----------
Investment securities........
Held-to-maturity........... 25 34,045 34,045(2) 25
Available-for-sale......... 257,593 113,677 34,045(2) 378(2) 404,937
Trading securities......... 4,873 -- 4,873
---------- ------- ----------
Total investment
securities.............. 262,491 147,722 409,835
---------- ------- ----------
Mortgage and student loans
held for sale, net ......... 50,506 -- 50,506
Loans, net................... 806,930 166,440 973,370
Premises and equipment, net.. 31,415 3,245 34,660
Goodwill, net................ 29,383 6,765 36,148
Accrued interest and other
assets...................... 36,747 5,988 42,735
---------- ------- ----------
Total assets............. $1,278,662 351,888 $1,623,672
========== ======= ==========
<CAPTION>
Liabilities and Stockholders'
Equity
- -----------------------------
<S> <C> <C> <C> <C> <C>
Liabilities:
Deposits................... $ 967,295 292,159 $1,259,454
Securities sold under
agreements to repurchase.. 61,176 -- 61,176
Federal funds purchased and
other short-term
borrowings................ 20,625 28,600 49,225
Guaranteed preferred
beneficial interests in
Company's debentures...... 66,300 10,304 76,604
Long-term debt............. 62,640 -- 62,640
Accrued interest and other
liabilities............... 10,336 1,314 1,444(2)(3) 10,206
---------- ------- ----------
Total liabilities........ 1,188,372 332,377 $1,519,305
---------- ------- ----------
Stockholders' equity:
Preferred stock, no par
value; 50,000,000 shares
authorized; no shares
issued at September 30,
1999...................... -- -- --
Common stock, $1 par value;
50,000,000 shares
authorized; 17,181,618
shares issued and
outstanding at September
30, 1999 (21,051,504 pro
forma).................... 17,182 2 2(1) 3,870(1) 21,052
Additional paid-in capital. 29,200 9,672 3,868(1) 35,004
Retained earnings.......... 46,386 11,114 5,200(3) 52,300
Accumulated comprehensive
income (loss), net........ (2,281) (1,277) 234(2) (3,792)
Unearned compensation...... (197) -- (197)
---------- ------- ----------
Total stockholders'
equity.................. 90,290 19,511 104,367
---------- ------- ----------
Total liabilities and
stockholders' equity.. $1,278,662 351,888 $1,623,672
========== ======= ==========
</TABLE>
- --------
(1) Entry to reflect merger of Union Bankshares, Ltd. through exchange of
stock. Exchange ratio used: 1.6464 to one.
(2) Entry to adjust securities classified as held-to-maturity to fair value
and reclassify into available-for-sale in accordance with Gold Banc
policy.
(3) Gold Banc and Union Bankshares estimate they will incur direct transaction
costs of approximately $6.5 million associated with the merger. These
costs consist primarily of investment banking, legal, accounting, printing
and severance payments and operational consolidation costs. The unaudited
pro forma combined balance sheet reflects such expenses as if they had
been paid as of September 30, 1999. Pro forma net earnings and earnings
per share do not reflect these one-time transaction costs.

28
<PAGE>

Gold Banc Corporation, Inc. and Union Bankshares, Ltd.

Unaudited Pro Forma Consolidated Balance Sheets

December 31, 1998
(In thousands)

<TABLE>
<CAPTION>
Union
Assets Gold Banc Bankshares Dr Cr Pro Forma
------ ---------- ---------- ------ ------ ----------
<S> <C> <C> <C> <C> <C>
Cash and due from banks...... $ 36,305 18,914 $ 55,219
Federal funds sold and
interest-bearing deposits... 62,798 26,505 89,303
---------- ------- ----------
Total cash and cash
equivalents............. 99,103 45,419 144,522
---------- ------- ----------
Investment securities:
Held-to-maturity........... 63 27,469 955(2) 28,424(2) 63
Available-for-sale......... 225,606 78,582 28,424(2) 332,612
Trading securities......... 3,851 -- 3,851
---------- ------- ----------
Total investment
securities.............. 229,520 106,051 336,526
---------- ------- ----------
Mortgage and student loans
held for sale, net.......... 5,425 4,285 9,710
Loans, net................... 717,939 144,517 862,456
Premises and equipment, net.. 26,183 3,276 29,459
Goodwill, net................ 13,328 7,169 20,497
Accrued interest and other
assets...................... 19,858 3,860 23,718
---------- ------- ----------
Total assets............. $1,111,356 314,577 $1,426,888
========== ======= ==========
<CAPTION>
Liabilities and Stockholders'
Equity
- -----------------------------
<S> <C> <C> <C> <C> <C>
Liabilities:
Deposits................... $ 926,687 271,650 $1,198,337
Securities sold under
agreements to repurchase.. 6,644 -- 6,644
Federal funds purchased and
other
short-term borrowings..... 7,568 5,000 12,568
Guaranteed preferred
beneficial interests in
Company's debentures...... 28,750 10,304 39,054
Long-term debt............. 49,958 5,000 54,958
Accrued interest and other
liabilities............... 7,938 2,279 382(2) 10,599
---------- ------- ----------
Total liabilities........ 1,027,545 294,233 1,322,160
---------- ------- ----------
Stockholders' equity:
Preferred stock, no par
value; 50,000,000 shares
authorized; no shares
issued.................... -- -- --
Common stock, $1 par value;
50,000,000 shares
authorized; 17,181,618
shares issued and
outstanding (21,037,510
pro forma)................ 17,182 2 2(1) 3,856(1) 21,038
Additional paid-in capital. 29,200 9,639 3,854(1) 34,985
Retained earnings.......... 37,235 10,060 47,295
Accumulated comprehensive
income (loss), net........ 391 643 573(2) 1,607
Unearned compensation...... (197) -- (197)
---------- ------- ----------
Total stockholders'
equity.................. 83,811 20,344 104,728
---------- ------- ----------
Total liabilities and
stockholders' equity.. $1,111,356 314,577 $1,426,888
========== ======= ==========
</TABLE>
- --------
(1) Entry to reflect merger of Union Bankshares, Ltd. through exchange of
stock. Exchange ratio used: 1.6464 to one.
(2) Entry to adjust securities classified as held-to-maturity to fair value
and reclassify into available-for-sale in accordance with Gold Banc
policy.

29
<PAGE>

Gold Banc Corporation, Inc. and Union Bankshares, Ltd.

Unaudited Pro Forma Consolidated Statements of Earnings

September 30, 1999
(In thousands)

<TABLE>
<CAPTION>
Gold Union Pro
Banc Bankshares Forma
------- ---------- --------
<S> <C> <C> <C>
Interest Income:
Loans, including fees........................ $52,616 11,033 $663,649
Investment securities........................ 10,315 6,221 16,536
Other ....................................... 2,284 334 2,618
------- ------ --------
65,215 17,588 82,803
------- ------ --------
Interest expense:
Deposits..................................... 28,558 5,284 33,842
Borrowings and other......................... 6,461 1,595 8,056
------- ------ --------
35,019 6,879 41,898
------- ------ --------
Net interest income............................ 30,196 10,709 40,905
Provision for loan losses...................... 1,301 102 1,403
------- ------ --------
Net interest income after provisions for loan
losses...................................... 28,895 10,607 39,502
------- ------ --------
Other Income:
Service fees................................. 3,031 491 3,522
Investment trading fees and commissions...... 2,556 -- 2,556
Net gains on sale of mortgage loans.......... 1,559 -- 1,559
Net securities gains......................... 170 266 436
Unrealized gains (losses) on trading
securities.................................. (22) -- (22)
Gain (loss) on sale of assets................ 23 -- 23
Other income................................. 5,171 531 5,702
------- ------ --------
12,488 1,288 13,776
------- ------ --------
Other expense:
Salaries and employee benefits............... 13,783 5,387 19,170
Net occupancy expense........................ 4,323 873 5,196
Outside services............................. 1,545 613 2,158
Data processing.............................. 1,238 566 1,804
Advertising.................................. 686 271 957
Goodwill amortization........................ 721 404 1,125
Other expense................................ 3,950 2,213 6,163
------- ------ --------
26,246 10,327 36,573
------- ------ --------
Earnings before income taxes................... 15,137 1,568 16,705
Income tax expense............................. 4,945 514 5,459
------- ------ --------
Net earnings................................... $10,192 1,054 $ 11,246
======= ====== ========
Earnings per share-basic....................... $ 0.59 0.45 $ 0.53
======= ====== ========
Earnings per share-diluted..................... $ 0.59 0.40 $ 0.52
======= ====== ========
Weighted average shares outstanding (basic).... 17,182 2,349 21,049 (1)
======= ====== ========
Weighted average shares outstanding (diluted).. 17,244 2,634 21,830 (1)
======= ====== ========
</TABLE>
- --------
(1) Reflects merger of Union Bankshares through exchange of stock. Exchange
ratio used: 1.6464 to one.

30
<PAGE>

Gold Banc Corporation, Inc. and Union Bankshares, Ltd.

Unaudited Pro Forma Consolidated Statements of Earnings

September 30, 1998
(In thousands)

<TABLE>
<CAPTION>
Gold Union Pro
Banc Bankshares Forma
------- ---------- -------
<S> <C> <C> <C>
Interest income:
Loans, including fees......................... $44,309 9,385 $53,694
Investment securities......................... 8,287 3,207 11,494
Other......................................... 1,977 487 2,464
------- ------ -------
54,573 13,079 67,652
------- ------ -------
Interest expense:
Deposits...................................... 25,289 3,932 29,221
Borrowings and other.......................... 3,271 584 3,855
------- ------ -------
28,560 4,516 33,076
------- ------ -------
Net interest income............................. 26,013 8,563 34,576
Provision for loan losses....................... 1,801 243 2,044
------- ------ -------
Net interest income after provisions for loan
losses....................................... 24,212 8,320 32,532
------- ------ -------

Other income:
Service fees.................................. 2,275 292 2,567
Investment trading fees and commissions....... 2,177 -- 2,177
Net gains on sale of mortgage loans........... 769 -- 769
Net securities gains.......................... 92 25 117
Unrealized gains (losses) on trading
securities................................... (367) -- (367)
Gain (loss) on sale of assets................. (10) -- (10)
Other income.................................. 1,054 398 1,452
------- ------ -------
5,990 715 6,705
------- ------ -------
Other expense:
Salaries and employee benefits................ 9,272 4,009 13,281
Net occupancy................................. 2,743 663 3,406
Outside services.............................. 1,427 511 1,938
Data processing............................... 417 248 665
Advertising................................... 488 254 742
Goodwill amortization......................... 300 170 470
Other expense................................. 3,544 1,692 5,236
------- ------ -------
18,191 7,547 25,738
------- ------ -------
Earnings before income taxes.................... 12,011 1,488 13,499
Income tax expense.............................. 2,105 240 2,345
------- ------ -------
Net earnings.................................... $ 9,906 1,248 $11,154
======= ====== =======
Earnings per share-basic........................ $ 0.60 0.53 $ 0.55
======= ====== =======
Earnings per share-diluted...................... $ 0.60 0.47 $ 0.53
======= ====== =======
Pro forma net earnings and earnings per share
data (2):
Earnings before income taxes.................. $12,011 1,488 $13,499
Pro forma income tax expense.................. 3,887 240 4,127
------- ------ -------
Pro forma net earnings........................ $ 8,124 1,248 $ 9,372
======= ====== =======
Pro forma earnings per common share-basic....... $ 0.49 0.53 $ 0.46
======= ====== =======
Pro forma earnings per common share-diluted..... $ 0.49 0.47 $ 0.45
======= ====== =======
Weighted average shares outstanding (basic)..... 16,458 2,338 20,308(1)
======= ====== =======
Weighted average shares outstanding (diluted)... 16,600 2,631 21,057(1)
======= ====== =======
</TABLE>
- --------
(1) Reflects merger of Union Bankshares through exchange of stock. Exchange
ratio used: 1.6464 to one.
(2) Citizens Bank of Tulsa (Citizens) was acquired in a pooling of interests in
December 1998 and was taxed as a Subchapter S corporation for 1997 and
1998. As a Subchapter S corporation, Citizens was not subject to federal
income taxes; rather such income was included in the taxable income of
stockholders. The 1998 and 1997 data has been adjusted to include pro forma
tax expense, net earnings and net earnings per share as if Citizens had not
been a Subchapter S corporation.

31
<PAGE>

Gold Banc Corporation, Inc. and Union Bankshares, Ltd.

Unaudited Pro Forma Consolidated Statements of Earnings

December 31, 1998
(In thousands)

<TABLE>
<CAPTION>
Gold Union Pro
Banc Bankshares Forma
------- ---------- -------
<S> <C> <C> <C>
Interest income:
Loans, including fees........................ $61,017 12,585 $73,602
Investment securities........................ 11,110 4,536 15,646
Other........................................ 3,069 796 3,865
------- ------ -------
75,196 17,917 93,113
------- ------ -------
Interest expense:
Deposits..................................... 34,931 5,519 40,450
Borrowings and other......................... 4,657 801 5,458
------- ------ -------
39,588 6,320 45,908
------- ------ -------
Net interest income............................ 35,608 11,597 47,205
Provision for loan losses...................... 2,781 278 3,059
------- ------ -------
Net interest income after provisions for loan
losses...................................... 32,827 11,319 44,146
------- ------ -------
Other income:
Service fees................................. 3,275 405 3,680
Investment trading fees and commissions...... 3,265 -- 3,265
Net gains on sale of mortgage loans.......... 1,106 -- 1,106
Net securities gains......................... 94 43 137
Unrealized gains (losses) on trading
securities.................................. (399) -- (399)
Gain (loss) on sale of assets................ (85) -- (85)
Other income................................. 1,522 514 2,036
------- ------ -------
8,778 962 9,740
------- ------ -------
Other expense:
Salaries and employee benefits............... 13,307 5,311 18,618
Net occupancy................................ 3,023 884 3,907
Outside services............................. 3,065 796 3,861
Data processing.............................. 1,115 400 1,515
Advertising.................................. 1,124 332 1,456
Goodwill amortization........................ 103 232 335
Other expense................................ 6,342 2,312 8,654
------- ------ -------
28,079 10,267 38,346
------- ------ -------
Earnings before income taxes................... 13,526 2,014 15,540
Income tax expense............................. 1,607 377 1,984
------- ------ -------
Net earnings................................... $11,919 1,637 $13,556
======= ====== =======
Earnings per share--basic...................... $ 0.71 0.70 $ 0.66
======= ====== =======
Earnings per share--diluted.................... $ 0.71 0.62 $ 0.64
======= ====== =======
Pro forma net earnings and earnings per share
data (2):
Earnings before income taxes................. $13,526 2,014 $15,540
Pro forma income tax expense................. 4,404 377 4,781
======= ====== =======
Pro forma net earnings....................... $ 9,122 1,637 $10,759
======= ====== =======
Pro forma earnings per common share--basic..... $ 0.55 0.70 $ 0.53
======= ====== =======
Pro forma earnings per common share--diluted... $ 0.55 0.62 $ 0.51
======= ====== =======
Weighted average shares outstanding (basic).... 16,566 2,339 20,417 (1)
======= ====== =======
Weighted average shares outstanding (diluted).. 16,707 2,623 21,166 (1)
======= ====== =======
</TABLE>
- --------
(1) Reflects merger of Union Bankshares through exchange of stock. Exchange
ratio used: 1.6464 to one.
(2) Citizens Bank of Tulsa (Citizens) was acquired in a pooling of interests
in December 1998 and was taxed as a Subchapter S corporation for 1997 and
1998. As a Subchapter S corporation, Citizens was not subject to federal
income taxes; rather such income was included in the taxable income of
stockholders. The 1998 and 1997 data has been adjusted to include pro
forma tax expense, net earnings and net earnings per share as if Citizens
had not been a Subchapter S corporation.

32
<PAGE>

Gold Banc Corporation, Inc. and Union Bankshares, Ltd.

Unaudited Pro Forma Consolidated Statements of Earnings

December 31, 1997
(In thousands)

<TABLE>
<CAPTION>
Gold Union Pro
Banc Bankshares Forma
------- ---------- -------
<S> <C> <C> <C>
Interest income:
Loans, including fees.......................... $44,977 11,448 $56,425
Investment securities.......................... 8,767 4,286 13,053
Other.......................................... 1,787 226 2,013
------- ------ -------
55,531 15,960 71,491
------- ------ -------
Interest expense:
Deposits....................................... 26,175 4,121 30,296
Borrowings and other........................... 1,800 997 2,797
------- ------ -------
27,975 5,118 33,093
------- ------ -------
Net interest income.............................. 27,556 10,842 38,398
Provision for loan losses........................ 2,130 360 2,490
------- ------ -------
Net interest income after provisions for loan
losses........................................ 25,426 10,482 35,908
------- ------ -------
Other income:
Service fees................................... 2,446 371 2,817
Investment trading fees and commissions........ -- -- --
Net gains on sale of mortgage loans............ 679 -- 679
Net securities gains........................... 116 101 217
Unrealized gains (losses) on trading
securities.................................... 229 -- 229
Gain (loss) on sale of assets.................. 203 -- 203
Other income................................... 1,080 486 1,566
------- ------ -------
4,753 958 5,711
------- ------ -------
Other expense:
Salaries and employee benefits................. 8,884 4,477 13,361
Net occupancy.................................. 2,145 732 2,877
Outside services............................... 1,340 666 2,006
Data processing................................ 677 328 1,005
Advertising.................................... 728 232 960
Goodwill amortization.......................... 95 226 321
Other expense.................................. 3,609 1,792 5,401
------- ------ -------
17,478 8,453 25,931
------- ------ -------
Earnings before income taxes..................... 12,701 2,987 15,688
Income tax expense............................... 2,827 851 3,678
------- ------ -------
Net earnings..................................... $ 9,874 2,136 $12,010
======= ====== =======
Earnings per share--basic........................ $ 0.64 0.92 $ 0.62
======= ====== =======
Earnings per share--diluted...................... $ 0.64 0.84 $ 0.60
======= ====== =======
Pro forma net earnings and earnings per share
data (2):
Earnings before income taxes................... $12,701 2,987 $15,688
Pro forma income tax expense................... 4,406 851 5,257
------- ------ -------
Pro forma net earnings......................... $ 8,295 2,136 $10,431
======= ====== =======
Pro forma earnings per common share--basic....... $ 0.54 0.92 $ 0.54
======= ====== =======
Pro forma earnings per common share--diluted..... $ 0.54 0.84 $ 0.52
======= ====== =======
Weighted average shares outstanding (basic)...... 15,482 2,317 19,297(1)
======= ====== =======
Weighted average shares outstanding (diluted).... 15,522 2,535 19,907(1)
======= ====== =======
</TABLE>
- --------
(1) Reflects merger of Union Bankshares through exchange of stock. Exchange
ratio used: 1.6464 to one.
(2) Citizens Bank of Tulsa (Citizens) was acquired in a pooling of interests in
December 1998 and was taxed as a Subchapter S corporation for 1997 and
1998. As a Subchapter S corporation, Citizens was not subject to federal
income taxes; rather such income was included in the taxable income of
stockholders. The 1998 and 1997 data has been adjusted to include pro forma
tax expense, net earnings and net earnings per share as if Citizens had not
been a Subchapter S corporation.

33
<PAGE>

Gold Banc Corporation, Inc. and Union Bankshares, Ltd.

Unaudited Pro Forma Consolidated Statements of Earnings

December 31, 1996
(In thousands)

<TABLE>
<CAPTION>
Gold Union Pro
Banc Bankshares Forma
------- ---------- -------
<S> <C> <C> <C>
Interest income:
Loans, including fees......................... $34,674 9,404 $44,078
Investment securities......................... 8,777 3,945 12,722
Other......................................... 1,201 177 1,378
------- ------ -------
44,652 13,526 58,178
------- ------ -------
Interest expense:
Deposits...................................... 22,336 3,736 26,072
Borrowings and other.......................... 1,946 476 2,422
------- ------ -------
24,282 4,212 28,494
------- ------ -------
Net interest income............................. 20,370 9,314 29,684
Provision for loan losses....................... 1,262 285 1,547
------- ------ -------
Net interest income after provisions for loan
losses....................................... 19,108 9,029 28,137
------- ------ -------
Other income:
Service fees.................................. 1,982 368 2,350
Investment trading fees and commissions....... -- -- --
Net gains on sale of mortgage loans........... 1,128 -- 1,128
Net securities gains.......................... -- 162 162
Unrealized gains (losses) on trading
securities................................... -- -- --
Gain (loss) on sale of assets................. 297 -- 297
Other income.................................. 772 507 1,279
------- ------ -------
4,179 1,037 5,216
------- ------ -------
Other expense:
Salaries and employee benefits................ 8,301 3,994 12,295
Net occupancy................................. 1,571 701 2,272
Outside services.............................. 1,000 469 1,469
Data processing............................... 633 339 972
Advertising................................... 549 155 704
Goodwill amortization......................... 551 226 777
Other expense................................. 3,442 1,732 5,174
------- ------ -------
16,047 7,616 23,663
------- ------ -------
Earnings before income taxes.................... 7,240 2,450 9,690
Income tax expense.............................. 2,334 540 2,874
------- ------ -------
Net earnings before extraordinary item.......... 4,906 1,910 6,816
Extraordinary item:
Loss on early extinguishment of debt (net of
applicable taxes of $201,000)................ -- 337 337
------- ------ -------
Net earnings.................................... $ 4,906 1,573 $ 6,479
======= ====== =======
Earnings per share-basic, before extraordinary
item........................................... $ 0.45 0.83 $ 0.45
======= ====== =======
Extraordinary item, net......................... $ -- (0.15) $ (0.02)
======= ====== =======
Earnings per share-basic........................ $ 0.45 0.68 $ 0.43
======= ====== =======
Earnings per share-diluted, before extraordinary
item........................................... $ 0.45 0.79 $ 0.44
======= ====== =======
Extraordinary item, net......................... $ -- (0.14) $ (0.02)
======= ====== =======
Earnings per share-diluted...................... $ 0.45 0.65 $ 0.42
======= ====== =======
Weighted average shares outstanding (basic)..... 11,237 2,299 15,022 (1)
======= ====== =======
Weighted average shares outstanding (diluted)... 11,237 2,415 15,502 (1)
======= ====== =======
</TABLE>
- --------
(1) Reflects merger of Union Bankshares through exchange of stock. Exchange
ratio used: 1.6464 to one.

34
<PAGE>

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Gold Banc Corporation, Inc., Union Bankshares, Ltd., American Bancshares,
Inc.,
CountryBanc Holding Company and First Business Bancshares of Kansas City, Inc.

The following unaudited pro forma consolidated financial statements combine
the historical consolidated balance sheets and statements of earnings of Gold
Banc, Union Bankshares, American Bancshares, CountryBanc and First Business
Bancshares giving effect to the merger and the acquisition of these entities
using the pooling of interests method of accounting for a business
combination.

We are providing the following information to aid you in your analysis of
the financial aspects of the mergers. We derived this information from the
financial statements of Gold Banc for the interim periods ended September 30,
1999 and 1998 and for the years ended December 31, 1998, 1997 and 1996 and
from the financial statements of Union Bankshares, American Bancshares,
CountryBanc and First Business Bancshares for the interim periods ended
September 30, 1999 and 1998 and for the years ended December 31, 1998, 1997
and 1996. The information is only a summary and you should read it in
conjunction with our historical financial statements and related notes
contained in the annual reports and other information that we have filed with
the SEC and incorporated by reference. See "Where You Can Find More
Information" on page 67.

The unaudited pro forma consolidated statements of earnings for the interim
periods ended September 30, 1999 and 1998 and for the years ended December 31,
1998, 1997 and 1996 assume the mergers were effected on January 1, 1996. The
unaudited pro forma consolidated balance sheets give effect to the mergers as
if they had occurred on September 30, 1999 and December 31, 1998. The
accounting policies of Gold Banc, Union Bankshares, American Bancshares,
CountryBanc and First Business Bancshares are substantially comparable.

The pro forma data does not reflect the results of operations and financial
position of DSP Investments, Limited for the periods presented. As of
September 30, 1999 DSP Investments, Limited had total assets of $53.2 million,
total deposits of $35.6 million, total equity of $4.2 million and year to date
consolidated net earnings of $420,000. This acquisition will be accounted for
as a purchase and its results of operations and financial position is
immaterial to the combined group.

35
<PAGE>

Gold Banc Corporation, Inc., Union Bankshares, Ltd., American Bancshares, Inc.,
CountryBanc Holding Company and First Business Bancshares of Kansas City, Inc.

Unaudited Pro Forma Consolidated Balance Sheets

September 30, 1999
(In thousands)

<TABLE>
<CAPTION>
Gold Banc First
and Union American CountryBanc Business Adjustments
Assets Bankshares Bancshares (4) Bancshares Dr (Cr) Pro Forma
------ ---------- ---------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Cash and due from banks...... $ 47,963 17,357 12,567 1,987 (11,900)(5) $ 67,974
Federal funds sold and
interest-bearing deposits... 28,455 43 4,667 -- 33,165
---------- ------- ------- ------- ----------
Total cash and cash
equivalents.............. 76,418 17,400 17,234 1,987 101,139
---------- ------- ------- ------- ----------
Investment securities
Held-to-maturity............ 25 -- 8,317 -- (8,317)(6) 25
Available-for-sale.......... 404,937 71,340 107,653 10,138 8,236 (6) 602,304
Trading securities.......... 4,873 -- -- -- 4,873
---------- ------- ------- ------- ----------
Total investment
securities............... 409,835 71,340 115,970 10,138 607,202
---------- ------- ------- ------- ----------
Mortgage and student loans
held for sale, net.......... 50,506 102,220 -- -- 152,726
Loans, net................... 973,370 257,467 360,170 109,880 1,700,887
Premises and equipment, net.. 34,660 12,682 15,438 1,113 63,893
Goodwill, net................ 36,148 70 10,798 -- 2,741 (2) 49,757
Accrued interest and other
assets...................... 42,735 10,280 10,631 2,000 65,646
---------- ------- ------- ------- ----------
Total assets ............. $1,623,672 471,459 530,241 125,118 $2,741,250
========== ======= ======= ======= ==========
<CAPTION>
Liabilities and Stockholders'
Equity
- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Liabilities:
Deposits.................... $1,259,454 352,138 455,532 105,003 $2,172,127
Securities sold under
agreements to repurchase... 61,176 29,195 -- 4,638 95,009
Federal funds purchased and
other short-term
borrowings................. 49,225 17,150 3,603 2,100 72,078
Guaranteed preferred
beneficial interests in
Company's debentures....... 76,604 16,249 -- -- 92,853
Long-term debt.............. 62,640 26,000 15,090 4,008 770 (3) 106,968
Accrued interest and other
liabilities................ 10,206 3,734 5,985 810 2,731 (5)(6) 18,004
---------- ------- ------- ------- ----------
Total liabilities......... 1,519,305 444,466 480,210 116,559 2,557,039
---------- ------- ------- ------- ----------
Minority interests........... -- -- -- 1,430 1,430 (2) --
Stockholders' equity:
Preferred stock, no par
value; 50,000,000 shares
authorized; no shares
issued at September 30,
1999....................... -- -- 5 -- 5 (1) --
16,181
Common stock, $1 par value;
50,000,000 shares
authorized; 21,051,504
shares issued and
outstanding at
September 30, 1999
(38,346,824 pro forma)..... 21,052 5,913 16 181 (11,185)(1)(2)(3) 38,347
Additional paid-in capital.. 35,004 15,716 29,241 5,939 6,814 (1)(2)(3) 79,086
Retained earnings........... 52,300 7,819 21,695 1,706 9,200 (5) 74,320
Accumulated comprehensive
income (loss), net......... (3,792) (2,455) (926) (122) 50 (6) (7,345)
Unearned compensation or
treasury stock............. (197) -- -- (575) (575)(1) (197)
---------- ------- ------- ------- ----------
Total stockholders'
equity................... 104,367 26,993 50,031 7,129 184,211
---------- ------- ------- ------- ----------
Total liabilities and
stockholders' equity... $1,623,672 471,459 530,241 125,118 $2,741,250
========== ======= ======= ======= ==========
</TABLE>
- -------
See footnotes to pro forma data on page 43.

36
<PAGE>

Gold Banc Corporation, Inc., Union Bankshares, Ltd., American Bancshares, Inc.,
CountryBanc Holding Company and First Business Bancshares of Kansas City, Inc.

Unaudited Pro Forma Consolidated Balance Sheets

December 31, 1998
(In thousands)

<TABLE>
<CAPTION>
Gold Banc
and Union American CountryBanc First Business Adjustments
Assets Bankshares Bancshares (4) Bancshares Dr (Cr) Pro Forma
------ ---------- ---------- ----------- -------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Cash and due from banks...... $ 55,219 20,319 21,359 5,556 $ 102,453
Federal funds sold and
interest-bearing deposits... 89,303 -- 11,663 880 101,846
---------- ------- ------- ------- ----------
Total cash and cash
equivalents............. 144,522 20,319 33,022 6,436 204,299
---------- ------- ------- ------- ----------
Investment securities
Held-to-maturity........... 63 -- 6,374 -- (6,374)(6) 63
Available-for-sale......... 332,612 77,078 109,239 10,418 6,379 (6) 535,726
Trading securities......... 3,851 -- -- -- 3,851
---------- ------- ------- ------- ----------
Total investment
securities.............. 336,526 77,078 115,613 10,418 539,640
---------- ------- ------- ------- ----------
Mortgage and student loans
held for sale, net.......... 9,710 88,158 -- -- 97,868
Loans, net................... 862,456 248,808 350,260 93,127 1,554,651
Premises and equipment, net.. 29,459 12,894 15,396 893 58,642
Goodwill, net................ 20,497 74 9,594 -- 2,871 (2) 33,036
Accrued interest and other
assets...................... 23,718 7,833 9,986 2,000 43,537
---------- ------- ------- ------- ----------
Total assets............. $1,426,888 455,164 533,871 112,874 $2,531,673
========== ======= ======= ======= ==========

<CAPTION>
Liabilities and Stockholders'
Equity
- -----------------------------

<S> <C> <C> <C> <C> <C> <C>
Liabilities:
Deposits................... $1,198,337 344,845 455,257 97,769 $2,096,208
Securities sold under
agreements to repurchase.. 6,644 29,592 -- 4,129 40,365
Federal funds purchased and
other short-term
borrowings................ 12,568 8,900 7,533 -- 29,001
Guaranteed preferred
beneficial interests in
Company's debentures...... 39,054 16,249 -- -- 55,303
Long-term debt............. 54,958 26,000 18,900 2,425 770 (3) 101,513
Accrued interest and other
liabilities............... 10,599 2,151 5,777 867 (2)(6) 19,396
---------- ------- ------- ------- ----------
Total liabilities ....... 1,322,160 427,737 487,467 105,190 2,341,786
---------- ------- ------- ------- ----------
Minority interests........... -- -- -- 1,351 1,351 (2) --
Stockholders' equity:
Preferred stock, no par
value; 50,000,000 shares
authorized; no shares
issued at December 31,
1998...................... -- -- 5 -- 5 (1) --
Common stock, $1 par value;
50,000,000 shares
authorized; 21,037,510
shares issued and
outstanding (38,112,538
pro forma)................ 21,038 5,870 16 162 (11,027)(1)(2)(3) 38,113
Additional paid-in capital. 34,985 15,551 29,226 5,628 6,605 (1)(2)(3) 78,785
Retained earnings.......... 47,295 6,149 16,803 1,109 71,356
Accumulated comprehensive
income (loss), net........ 1,607 (143) 354 9 (3) (6) 1,830
Unearned compensation...... (197) -- -- (575) (575)(1) (197)
---------- ------- ------- ------- ----------
Total stockholders'
equity.................. 104,728 27,427 46,404 6,333 189,887
---------- ------- ------- ------- ----------
Total liabilities and
stockholders' equity.. $1,426,888 455,164 533,871 112,874 $2,531,673
========== ======= ======= ======= ==========
</TABLE>
- -------
See footnotes to pro forma data on page 43.

37
<PAGE>

Gold Banc Corporation, Inc., Union Bankshares, Ltd., American Bancshares, Inc.,
CountryBanc Holding Company and First Business Bancshares of Kansas City, Inc.

Unaudited Pro Forma Consolidated Statements of Earnings

September 30, 1999
(In thousands)

<TABLE>
<CAPTION>
Gold Banc
and Union American CountryBanc First Business
Bankshares Bancshares (4) Bancshares Pro Forma
---------- ---------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees. $63,649 22,272 26,451 7,293 $119,665
Investment securities. 16,536 3,681 4,913 506 25,636
Other................. 2,618 47 682 57 3,404
------- ------ ------ ----- --------
82,803 26,000 32,046 7,856 148,705
------- ------ ------ ----- --------
Interest expense:
Deposits.............. 33,842 9,751 12,737 3,131 59,461
Borrowings and other.. 8,056 3,580 1,102 360 13,098
------- ------ ------ ----- --------
41,898 13,331 13,839 3,491 72,559
------- ------ ------ ----- --------
Net interest income..... 40,905 12,669 18,207 4,365 76,146
Provision for loan
losses................. 1,403 1,203 800 427 3,833
------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses.......... 39,502 11,466 17,407 3,938 72,313
------- ------ ------ ----- --------
Other income:
Service fees.......... 3,522 2,102 2,408 319 8,351
Investment trading
fees and commissions. 2,556 -- -- -- 2,556
Net gains on sale of
mortgage loans....... 1,559 825 -- -- 2,384
Net securities gains.. 436 28 71 -- 535
Unrealized gains
(losses) on trading
securities........... (22) -- -- -- (22)
Gain (loss) on sale of
assets............... 23 206 (8) -- 221
Other income.......... 5,702 1,447 805 -- 7,954
------- ------ ------ ----- --------
13,776 4,608 3,276 319 21,979
------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits............. 19,170 6,124 7,252 1,645 34,191
Net occupancy expense. 5,196 1,916 1,963 342 9,417
Outside services...... 2,158 574 522 107 3,361
Data processing....... 1,804 674 379 207 3,064
Advertising........... 957 206 302 48 1,513
Goodwill amortization. 1,125 4 643 -- 1,772
Other expense......... 6,163 3,945 1,756 846 12,710
------- ------ ------ ----- --------
36,573 13,443 12,817 3,195 66,028
------- ------ ------ ----- --------
Earnings before income
taxes.................. 16,705 2,631 7,866 1,062 28,264
Income tax expense...... 5,459 961 2,978 466 9,864
------- ------ ------ ----- --------
Net earnings............ $11,246 1,670 4,888 596 $ 18,400
======= ====== ====== ===== ========
Earnings per share--
basic.................. $ 0.53 0.33 3.09 3.65 $ 0.50
======= ====== ====== ===== ========
Earnings per share--
diluted................ $ 0.52 0.33 2.72 2.86 $ 0.47
======= ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 21,049 5,024 1,580 163 37,071
======= ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 21,830 5,031 1,795 221 39,315
======= ====== ====== ===== ========
</TABLE>
- --------
See footnotes to pro forma data on page 43.

38
<PAGE>

Gold Banc Corporation, Inc., Union Bankshares, Ltd., American Bancshares, Inc.,
CountryBanc Holding Company and First Business Bancshares of Kansas City, Inc.

Unaudited Pro Forma Consolidated Statements of Earnings

September 30, 1998
(In thousands)

<TABLE>
<CAPTION>
Gold Banc
and Union American CountryBanc First Business
Bankshares Bancshares (4) Bancshares Pro Forma
---------- ---------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees. $53,694 19,136 24,771 6,365 $103,966
Investment securities. 11,494 3,488 5,332 382 20,696
Other................. 2,464 200 1,082 255 4,001
------- ------ ------ ----- --------
67,652 22,824 31,185 7,002 128,663
------- ------ ------ ----- --------
Interest expense:
Deposits.............. 29,221 9,823 13,214 2,908 55,166
Borrowings and other.. 3,855 1,962 902 230 6,949
------- ------ ------ ----- --------
33,076 11,785 14,116 3,138 62,115
------- ------ ------ ----- --------
Net interest income..... 34,576 11,039 17,069 3,864 66,548
Provision for loan
losses................. 2,044 429 784 242 3,499
------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses.......... 32,532 10,610 16,285 3,622 63,049
------- ------ ------ ----- --------
Other income:
Service fees.......... 2,567 1,352 1,789 184 5,892
Investment trading
fees and commissions. 2,177 -- -- -- 2,177
Net gains on sale of
mortgage loans....... 769 1,036 -- -- 1,805
Net securities gains.. 117 186 17 -- 320
Unrealized gains
(losses) on trading
securities........... (367) -- -- -- (367)
Gain (loss) on sale of
assets............... (10) 87 (2) -- 75
Other income.......... 1,452 1,092 668 162 3,374
------- ------ ------ ----- --------
6,705 3,753 2,472 346 13,276
------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits............. 13,281 5,131 6,449 1,415 26,276
Net occupancy......... 3,406 1,376 1,599 506 6,887
Outside services...... 1,938 1,055 516 119 3,628
Data processing....... 665 707 264 174 1,810
Advertising........... 742 224 284 90 1,340
Goodwill amortization. 470 4 500 -- 974
Other expense......... 5,236 3,969 1,895 470 11,570
------- ------ ------ ----- --------
25,738 12,466 11,507 2,774 52,485
------- ------ ------ ----- --------
Earnings before income
taxes.................. 13,499 1,897 7,250 1,194 23,840
Income tax expense...... 2,345 664 2,625 543 6,177
------- ------ ------ ----- --------
Net earnings............ $11,154 1,233 4,625 651 $ 17,663
======= ====== ====== ===== ========
Earnings per share--
basic.................. $ 0.55 0.25 3.00 4.02 $ 0.49
======= ====== ====== ===== ========
Earnings per share--
diluted................ $ 0.53 0.25 2.63 2.99 $ 0.46
======= ====== ====== ===== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes................ $13,499 1,897 7,256 1,194 $ 23,840
Pro forma income tax
expense.............. 4,127 664 2,631 543 7,959
------- ------ ------ ----- --------
Pro forma net
earnings............. $ 9,372 1,233 4,625 651 $ 15,881
------- ------ ------ ----- --------
Pro forma earnings per
common share--basic.... $ 0.46 0.25 3.00 4.02 $ 0.44
======= ====== ====== ===== ========
Pro forma earnings per
common share--diluted.. $ 0.45 0.25 2.63 2.99 $ 0.41
======= ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 20,308 4,995 1,542 162 36,180
======= ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 21,057 5,022 1,756 229 38,394
======= ====== ====== ===== ========
</TABLE>
- --------
See footnotes to pro forma data on page 43.

39
<PAGE>

Gold Banc Corporation, Inc., Union Bankshares, Ltd., American Bancshares, Inc.,
CountryBanc Holding Company and First Business Bancshares of Kansas City, Inc.

Unaudited Pro Forma Consolidated Statements of Earnings

December 31, 1998
(In thousands)

<TABLE>
<CAPTION>
Gold Banc
and Union American CountryBanc First Business
Bankshares Bancshares (4) Bancshares Pro Forma
---------- ---------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees. $73,602 26,250 32,861 8,738 $141,451
Investment securities. 15,646 4,670 7,047 530 27,893
Other................. 3,865 265 1,554 409 6,093
------- ------ ------ ----- --------
93,113 31,185 41,462 9,677 175,437
------- ------ ------ ----- --------
Interest expense:
Deposits.............. 40,450 13,142 17,487 3,995 75,074
Borrowings and other.. 5,458 3,030 1,169 309 9,966
------- ------ ------ ----- --------
45,908 16,172 18,656 4,304 85,040
------- ------ ------ ----- --------
Net interest income..... 47,205 15,013 22,806 5,373 90,397
Provision for loan
losses................. 3,059 1,180 836 319 5,394
------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses.......... 44,146 13,833 21,970 5,054 85,003
------- ------ ------ ----- --------
Other income:
Service fees.......... 3,680 1,878 2,420 298 8,276
Investment trading
fees and commissions. 3,265 -- -- -- 3,265
Net gains on sale of
mortgage loans....... 1,106 1,321 -- -- 2,427
Net securities gains.. 137 410 17 -- 564
Unrealized gains
(losses) on trading
securities........... (399) -- -- -- (399)
Gain (loss) on sale of
assets............... (85) -- -- -- (85)
Other income.......... 2,036 1,636 910 63 4,645
------- ------ ------ ----- --------
9,740 5,245 3,347 361 18,693
------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits............. 18,618 7,015 8,797 1,884 36,314
Net occupancy expense. 3,907 1,953 1,919 676 8,455
Outside services...... 3,861 634 655 110 5,260
Data processing....... 1,515 946 381 229 3,071
Advertising........... 1,456 487 392 102 2,437
Goodwill amortization. 335 5 684 -- 1,024
Other expense......... 8,654 5,534 2,817 657 17,662
------- ------ ------ ----- --------
38,346 16,574 15,645 3,658 74,223
------- ------ ------ ----- --------
Earnings before income
taxes.................. 15,540 2,504 9,672 1,757 29,473
Income tax expense...... 1,984 877 3,514 795 7,170
------- ------ ------ ----- --------
Net earnings............ $13,556 1,627 6,158 962 $ 22,303
======= ====== ====== ===== ========
Earnings per share--
basic.................. $ 0.66 0.33 3.97 5.94 $ 0.61
======= ====== ====== ===== ========
Earnings per share--
diluted................ $ 0.64 0.32 3.49 4.41 $ 0.58
======= ====== ====== ===== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes................ $15,540 2,504 9,672 1,757 $ 29,473
Pro forma income tax
expense.............. 4,781 877 3,514 795 9,967
------- ------ ------ ----- --------
Pro forma net
earnings............. $10,759 1,627 6,158 962 $ 19,506
======= ====== ====== ===== ========
Pro forma earnings per
common share--basic.... $ 0.53 0.33 3.97 5.94 $ 0.54
======= ====== ====== ===== ========
Pro forma earnings per
common share--diluted.. $ 0.51 0.32 3.49 4.41 $ 0.51
======= ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 20,417 4,995 1,551 162 36,319
======= ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 21,166 5,019 1,766 229 38,583
======= ====== ====== ===== ========
</TABLE>
- -------
See footnotes to pro forma data on page 43.

40
<PAGE>

Gold Banc Corporation, Inc., Union Bankshares, Ltd., American Bancshares, Inc.,
CountryBanc Holding Company and First Business Bancshares of Kansas City, Inc.

Unaudited Pro Forma Consolidated Statements of Earnings

December 31, 1997
(In thousands)

<TABLE>
<CAPTION>
Gold Banc
and Union American CountryBanc First Business
Bankshares Bancshares (4) Bancshares Pro Forma
---------- ---------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees.. $56,425 20,101 29,552 7,018 $113,096
Investment securities.. 13,053 3,996 6,373 427 23,849
Other.................. 2,013 534 843 343 3,733
------- ------ ------ ----- --------
71,491 24,631 36,768 7,788 140,678
------- ------ ------ ----- --------
Interest expense:
Deposits............... 30,296 11,905 15,319 3,199 60,719
Borrowings and other... 2,797 1,012 1,018 202 5,029
------- ------ ------ ----- --------
33,093 12,917 16,337 3,401 65,748
------- ------ ------ ----- --------
Net interest income..... 38,398 11,714 20,431 4,387 74,930
Provision for loan
losses................. 2,490 921 1,596 274 5,281
------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses........... 35,908 10,793 18,835 4,113 69,649
------- ------ ------ ----- --------
Other income:
Service fees........... 2,817 1,812 2,534 274 7,437
Investment trading fees
and commissions....... -- -- -- -- --
Net gains on sale of
mortgage loans........ 679 870 -- -- 1,549
Net securities gains... 217 140 -- -- 357
Unrealized gains
(losses) on trading
securities............ 229 -- -- -- 229
Gain (loss) on sale of
assets................ 203 -- -- -- 203
Other income........... 1,566 1,334 887 58 3,845
------- ------ ------ ----- --------
5,711 4,156 3,421 332 13,620
------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits.............. 13,361 5,181 7,669 1,783 27,994
Net occupancy.......... 2,877 1,627 1,492 522 6,518
Outside services....... 2,006 534 656 126 3,322
Data processing........ 1,005 917 316 145 2,383
Advertising............ 960 307 346 169 1,782
Goodwill amortization.. 321 4 478 -- 803
Other expense.......... 5,401 3,342 2,890 590 12,223
------- ------ ------ ----- --------
25,931 11,912 13,847 3,335 55,025
------- ------ ------ ----- --------
Earnings before income
taxes.................. 15,688 3,037 8,409 1,110 28,244
Income tax expense...... 3,678 1,117 3,244 550 8,589
------- ------ ------ ----- --------
Net earnings............ $12,010 1,920 5,165 560 $ 19,655
======= ====== ====== ===== ========
Earnings per share--
basic.................. $ 0.62 0.38 3.46 3.48 $ 0.56
======= ====== ====== ===== ========
Earnings per share--
diluted................ $ 0.60 0.38 3.02 2.70 $ 0.53
======= ====== ====== ===== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes................. $15,688 3,037 8,409 1,110 $ 28,244
Pro forma income tax
expense............... 5,257 1,117 3,244 550 10,168
------- ------ ------ ----- --------
Pro forma net earnings. $10,431 1,920 5,165 560 $ 18,076
======= ====== ====== ===== ========
Pro forma earnings per
common share--basic.... $ 0.54 0.38 3.46 3.48 $ 0.52
======= ====== ====== ===== ========
Pro forma earning per
common share--diluted.. $ 0.52 0.38 3.02 2.70 $ 0.49
======= ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 19,297 4,988 1,493 161 34,949
======= ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 19,907 5,019 1,708 225 37,010
======= ====== ====== ===== ========
</TABLE>
- -------
See footnotes to pro forma data on page 43.

41
<PAGE>

Gold Banc Corporation, Inc., Union Bankshares, Ltd., American Bancshares, Inc.,
CountryBanc Holding Company and First Business Bancshares of Kansas City, Inc.

Unaudited Pro Forma Consolidated Statements of Earnings

December 31, 1996
(In thousands)

<TABLE>
<CAPTION>
Gold Banc (90 DAYS)
and Union American CountryBanc First Business
Bankshares Bancshares (4) Bancshares Pro Forma
---------- ---------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees. $44,078 16,150 7,140 6,430 $73,798
Investment securities. 12,722 2,945 1,382 386 17,435
Other................. 1,378 336 346 580 2,640
------- ------ ----- ----- -------
58,178 19,431 8,868 7,396 93,873
------- ------ ----- ----- -------
Interest expense:
Deposits.............. 26,072 9,475 3,851 3,170 42,568
Borrowings and other.. 2,422 490 209 166 3,287
------- ------ ----- ----- -------
28,494 9,965 4,060 3,336 45,855
------- ------ ----- ----- -------
Net interest income..... 29,684 9,466 4,808 4,060 48,018
Provision for loan
losses................. 1,547 515 1,196 41 3,299
------- ------ ----- ----- -------
Net interest income
after provisions for
loan losses.......... 28,137 8,951 3,612 4,019 44,719
------- ------ ----- ----- -------
Other income:
Service fees.......... 2,350 1,192 825 409 4,776
Investment trading
fees and commissions. -- -- -- -- --
Net gains on sale of
mortgage loans....... 1,128 514 -- -- 1,642
Net securities gains.. 162 107 -- -- 269
Unrealized gains
(losses) on trading
securities........... -- -- -- -- --
Gain (loss) on sale of
assets............... 297 -- -- -- 297
Other income.......... 1,279 335 227 88 1,929
------- ------ ----- ----- -------
5,216 2,148 1,052 497 8,913
------- ------ ----- ----- -------
Other expense:
Salaries and employee
benefits............. 12,295 4,361 1,904 1,605 20,165
Net occupancy......... 2,272 1,184 480 500 4,436
Outside services...... 1,469 244 736 247 2,696
Data processing....... 972 925 67 104 2,068
Advertising........... 704 351 49 97 1,201
Goodwill amortization. 777 -- 125 -- 902
Other expense......... 5,174 2,791 785 766 9,516
------- ------ ----- ----- -------
23,663 9,856 4,146 3,319 40,984
------- ------ ----- ----- -------
Earnings before income
taxes.................. 9,690 1,243 518 1,197 12,648
Income tax expense
(benefit).............. 2,874 461 205 (261) 3,279
------- ------ ----- ----- -------
Net earnings before
extraordinary item..... 6,816 782 313 1,458 9,369
Extraordinary item:
Loss on early
extinguishment of
debt (net of
applicable taxes of
$201,000)............ 337 -- -- -- 337
------- ------ ----- ----- -------
Net earnings............ $ 6,479 782 313 1,458 $ 9,032
======= ====== ===== ===== =======
Earnings per share--
basic, before
extraordinary items.... $ 0.45 0.17 0.85 9.11 $ 0.37
======= ====== ===== ===== =======
Extraordinary item, net. $ (0.02) -- -- -- $ (0.01)
======= ====== ===== ===== =======
Earnings per share--
basic.................. $ 0.43 0.17 0.85 9.11 $ 0.36
======= ====== ===== ===== =======
Earnings per share--
diluted, before
extraordinary item..... $ 0.44 0.17 0.75 6.77 $ 0.35
======= ====== ===== ===== =======
Extraordinary item, net. $ (0.02) -- -- -- $ (0.01)
======= ====== ===== ===== =======
Earnings per share--
diluted................ $ 0.42 0.17 0.75 6.77 $ 0.34
======= ====== ===== ===== =======
Weighted average shares
outstanding (basic).... 15,022 4,638 376 160 25,221
======= ====== ===== ===== =======
Weighted average shares
outstanding (diluted).. 15,502 4,692 430 222 26,409
======= ====== ===== ===== =======
</TABLE>
- -------
See footnotes to pro forma data on page 43.

42
<PAGE>

Footnotes to Gold Banc Corporation, Inc., Union Bankshares, Ltd., American
Bancshares, Inc.,
CountryBanc Holding Company and First Business Bancshares of Kansas City, Inc.
Pro Forma Financial Data

1) Entry to reflect merger of American Bancshares, CountryBanc and First
Business Bancshares through exchange of stock using the midpoints of the
floating exchange conversion prices based upon Gold Banc's share price at
closing as follows:

a) American Bancshares exchange ratio of 1.4544 Gold Banc shares to 1.0
American shares at a Gold Banc share price of $12.50 per share.

b) First Business Bancshares exchange ratio of 8.9624 Gold Banc shares
to 1.0 First Business shares at a Gold Banc share price of $12.25 per
share.

Entry includes exchange of 4.441 shares of Gold Banc stock for 1 share of
CountryBanc.

2) Entry to reflect exchange of Gold Banc shares to purchase the minority
interest of First Business Bank of Kansas City, N.A. an 86% owned subsidiary
of First Business Bancshares. Exchange ratio of 8.3049 Gold Banc shares to 1.0
First Business Bank, N.A. shares at a Gold Banc share price of $12.25 per
share. The acquisition of the minority interest is accounted for as a
purchase.

3) As of September 30, 1999, First Business Bancshares had convertible
debentures outstanding totaling $770,000. The debentures are convertible to
55,197 nonvoting common shares of First Business Bancshares. Contractually all
the debenture holders are required to convert to nonvoting common stock prior
to closing. Entry reflects this conversion prior to the stock-for-stock
exchange with Gold Banc.

4) CountryBanc amounts have been restated on a pro forma basis to include
its acquisition of American Heritage Bancorp which will be accounted for as a
pooling of interests. As of September 30, 1999, American Heritage had total
assets of $81.2 million, total deposits of $67.0 million, total equity of $9.8
million and year-to-date earnings of $1.1 million. The companies incurred
direct transaction costs of approximately $1.8 million associated with the
merger.

5) Gold Banc, American Bancshares, CountryBanc and First Business
Bancshares estimate they will incur direct transaction costs of approximately
$11.9 million associated with the merger. These costs consist primarily of
investment banking, legal, accounting, printing and severance payments and
operational consolidation costs. The unaudited pro forma combined balance
sheet reflects such expenses as if they had been paid as of September 30,
1999. Pro forma net earnings and earnings per share do not reflect these one-
time transaction costs.

6) Entry to adjust securities classified as held-to-maturity to fair value
and reclassify into available-for-sale in accordance with Gold Banc policy.

43
<PAGE>

INFORMATION REGARDING UNION BANKSHARES

Business

Union Bankshares is an independent bank holding company whose predecessor
was incorporated as a Colorado corporation in 1984. Union Bankshares was
reincorporated in Delaware in 1992. Union Bankshares' principal asset is the
common stock of Union Bank & Trust, a state chartered commercial bank located
in Denver, Colorado. The operations of Union Bank & Trust and its predecessors
date back to 1917. Union Bankshares acquired Union Bank & Trust in 1985. Union
Bank & Trust attracts FDIC-insured deposits, and focuses on providing
relationship banking based on personal attention and professional service to
small and medium-sized businesses and individuals. This operating strategy has
resulted in sustained growth in Union Bank's asset and deposit base and loan
portfolio, with strong operating results.

Union Bank & Trust has maintained its emphasis on asset quality and capital
preservation by following conservative loan underwriting standards that have
allowed it to avoid excessive loan losses. Union Bank's ratios of
nonperforming assets to total assets were 0.06% at December 31, 1998, and
0.06% at September 30, 1999.

Union Bankshares has continued to seek to take advantage of the
opportunities in the Colorado banking market which have resulted from the
relaxation of historical regulatory limitations on branch banking. In
addition, recent acquisition activity in the industry has led to lapses in
coverage of different customer needs and reduction in customer services, as
well as disruption of existing account relationships. Union Bankshares
believes that this continues to afford Union Bank & Trust an opportunity for
internal growth through attracting new customers and quality personnel with
existing customer relationships.

Union Bankshares' strategy for growth has been based primarily on
developing startup branches that are strategically located around the Denver
metropolitan area to serve Union Bank's focus market of small and medium-sized
businesses and individuals. Union Bankshares has opened five branches in the
last several years, the first in the Lakeside area in July 1994, the second in
the University Hills area in March 1995, the third in the Lakewood area in
December 1995, the fourth in the Littleton area in May 1998 and the fifth in
the Golden area in October 1998. Each of these are full service branches,
having the appearance of stand alone banks. In addition, Union Bankshares
acquired Lakewood State Bank in December 1998 and established it as Union
Bankshares' sixth branch. Union Bankshares views the acquisition of Lakewood
State Bank as an opportunistic enhancement of its branching strategy. Union
Bankshares continues to analyze opportunities to open additional full-service
branches in the metropolitan Denver area, subject to identification of an
appropriate market and branch location, negotiation of an acceptable lease and
approval of the various regulatory bodies and branching restrictions under
Colorado law. Union Bankshares also assesses additional acquisition
opportunities as they present themselves.

44
<PAGE>

UNION BANKSHARES' MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion of financial condition and results of operations
should be read in conjunction with the consolidated financial statements of
Union Bankshares and the related notes.

Union Bankshares' Consolidated Financial Statements show its financial
condition and information on a consolidated basis. Union Bank & Trust is the
only operating unit of Union Bankshares. The differences between Union
Bankshares' financial condition and results of operations and those of Union
Bank & Trust have historically consisted primarily of the $10 million loan
obtained by Union Bankshares upon the acquisition of Union Bank & Trust (the
"Acquisition Loan"), the $6.9 million in 8.3% convertible notes due 2003 (the
"Convertible Notes") issued as part of Union Bankshares' initial public
offering in 1993 and principal and interest payments thereon, the $4.0 million
loan obtained in March 1996 in connection with the redemption of the remaining
Convertible Notes outstanding, and the amortization of the values assigned to
Union Bank's core deposits and goodwill in the acquisition of Union Bank. In
1993, Union Bankshares began amortizing the remaining goodwill relating to the
acquisition at the rate of approximately $226,000 per year through 2009.

On March 1, 1996, Union Bankshares called the Convertible Notes for
redemption. The redemption on April 1, 1996 caused Union Bankshares to
accelerate the amortization of the debt issuance costs which were being
amortized over a ten-year period. On March 31, 1996, there was a write-off of
the $473,000 balance of the debt issuance costs and the $65,000 call premium.
The after-tax effect of this transaction was a $337,000 non-cash charge to
income in the first quarter of 1996. This is reported as an extraordinary item
in Union Bankshares' financial statements.

On December 17, 1998, Union Bankshares' Capital Trust I, a newly-formed
Delaware business trust, issued approximately $10.3 million of its 9%
Cumulative Trust Preferred Securities guaranteed on a subordinated basis by
Union Bankshares. Union Bankshares contributed approximately $7 million of the
proceeds of the public offering to Union Bank & Trust to finance the
acquisition of Lakewood State Bank. The remainder of the net proceeds was used
for general corporate purposes including the payoff of all outstanding amounts
of the $4.0 million loan obtained in March 1996. Currently, the differences
between Union Bankshares' financial condition and results of operations and
those of Union Bank & Trust consist of the interest expense relating to the 9%
Cumulative Trust Preferred Securities, and the amortization of the remaining
goodwill relating to the acquisition of Union Bank.

Union Bankshares has opened five branches since July 1994 and acquired
Lakewood State Bank in December 1998. As expected, the branches have all
experienced greater expenses than income during the early stages of
operations. As the deposit and loan balances have grown, however, the monthly
net losses have become smaller. During the last quarter of 1997 and all of
1998, each of the first three branches opened had an excess of income over
direct costs. Management expects the Littleton and Golden branches opened in
1998 to follow a similar pattern.

Net Interest Income

For most financial institutions, the primary component of earnings is net
interest income. Net interest income is the difference between interest
income, principally from loan and investment securities portfolios, and
interest expense, principally on customer deposits and borrowings. Changes in
net interest income result from changes in volume, spread and margin. Volume
refers to the average dollar level of interest-earning assets and interest-
bearing liabilities. Spread refers to the difference between the average yield
on interest-earning assets and the average cost of interest-bearing
liabilities. Margin refers to net interest income divided by average interest-
earning assets and is influenced by the level and relative mix of interest-
earning assets and interest-bearing liabilities. During the fiscal years ended
December 31, 1998, 1997 and 1996 and the nine month periods ending September
30, 1999 and 1998, average interest-earning assets were $218.4 million, $181.5
million, $157.5 million, $301.4 million and $208.9 million, respectively.
During these same periods, net interest margin, computed on a full tax
equivalent basis, was 5.60%, 6.25%, 6.29%, 5.77% and 4.96% respectively. See
"Results of Operations."

45
<PAGE>

The following tables set forth for the periods indicated information with
regard to average balances of assets and liabilities, as well as the total
dollar amounts of interest income from interest-earning assets and interest
expense on interest-bearing liabilities, resultant yields or costs, net
interest income, net interest spread, net interest margin and the ratio of
average interest-earning assets to average interest-bearing liabilities. Net
interest income is computed on a full tax equivalent basis to reflect the
effect of tax exempt income earned on municipal obligations in the investment
securities portfolio. Full tax equivalent interest income on tax exempt
securities is the amount of income that would have to be earned on taxable
securities to yield the same after tax return. A 34% tax rate was used.
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------------------------------------
1998 1997 1996
-------------------------- -------------------------- --------------------------
Average Average Average
Average Interest yield Average Interest yield Average Interest yield
balance earned or balance earned or balance earned or
ASSETS (1) or paid cost (1) or paid cost (1) or paid cost
------ -------- -------- ------- -------- -------- ------- -------- -------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans:
Commercial loans....... $ 90,585 $ 8,879 9.80% $ 79,626 $ 8,041 10.10% $ 61,684 $ 6,359 10.31%
Real estate mortgage... 5,446 508 9.33% 4,892 465 9.51% 6,917 681 9.85%
Real estate
construction.......... 11,559 1,371 11.86% 8,251 1,050 12.73% 7,296 889 12.18%
Consumer loans......... 19,672 1,828 9.29% 20,274 1,892 9.33% 15,689 1,475 9.40%
-------- ------- ------ -------- ------- ------ -------- ------- -----
Total loans.......... 127,262 12,585 9.89% 113,043 11,448 10.13% 91,586 9,404 10.27%
Allowance for loan loss. (2,250) (1,934) (1,569)
Securities:
U.S. Government........ 52,160 3,121 5.98% 41,479 2,887 6.96% 33,222 2,215 6.67%
Municipal--nontaxable.. 21,418 1,879 8.77% 17,250 1,479 8.58% 21,065 1,753 8.34%
Municipal--taxable..... 2,547 173 6.79% 5,561 416 7.48% 8,337 571 6.85%
-------- ------- ------ -------- ------- ------ -------- ------- -----
Total securities..... 76,125 5,173 6.80% 64,290 4,782 7.44% 62,624 4,539 7.25%
Interest-bearing
deposits in other
banks.................. -- -- 0.00% -- -- 0.00% -- -- 0.00%
Federal funds sold...... 15,012 796 5.30% 4,134 226 5.47% 3,259 177 5.34%
-------- ------- ------ -------- ------- ------ -------- ------- -----
Total interest-
earning assets...... 218,399 18,554 8.50% 181,467 16,456 9.07% 157,469 14,120 8.97%
Noninterest-earning
assets:
Excess of investment
in subsidiary over
net assets acquired... 2,770 2,841 3,067
Other assets............ 19,921 15,138 14,345
-------- -------- --------
Total noninterest-
earning assets...... 22,691 17,979 17,412
-------- -------- --------
Total assets......... $238,840 $197,512 $173,312
======== ======== ========
<CAPTION>
LIABILITIES AND
STOCKHOLDERS' EQUITY
--------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Liabilities:
Interest-bearing
demand accounts....... $ 83,040 $ 2,350 2.83% $ 72,494 $ 2,096 2.89% $ 73,722 $ 2,195 2.98%
Certificates of
deposit............... 50,982 2,869 5.63% 32,195 1,740 5.40% 24,820 1,295 5.22%
Savings accounts....... 11,932 300 2.51% 10,903 285 2.61% 9,313 246 2.64%
-------- ------- ------ -------- ------- ------ -------- ------- -----
Total interest-
bearing accounts.... 145,954 5,519 3.78% 115,592 4,121 3.57% 107,855 3,736 3.46%
Notes payable.......... 11,469 799 6.97% 12,825 887 6.92% 4,602 385 8.34%
Federal funds
purchased............. 32 2 6.25% 1,943 110 5.66% 1,991 91 4.57%
-------- ------- ------ -------- ------- ------ -------- ------- -----
Total interest-
bearing liabilities. 157,455 6,320 4.01% 130,360 5,118 3.93% 114,448 4,212 3.68%
Noninterest-bearing
demand accounts........ 59,648 49,438 43,042
-------- -------- --------
Total deposits and
interest-bearing
liabilities......... 217,103 179,798 157,490
Other noninterest-
bearing liabilites..... 2,532 865 745
-------- -------- --------
Total liabilities.... 219,635 180,663 158,235
Stockholders' equity.... 19,205 16,849 15,077
-------- -------- --------
Total liabilities and
stockholders'
equity.............. $238,840 $197,512 $173,312
-------- ------- -------- ------- -------- -------
Net interest income..... $12,234 $11,338 $ 9,908
======= ======= =======
Net interest spread..... 4.49% 5.14% 5.29%
====== =====
Net interest margin..... 5.60% 6.25% 6.29%
====== ====== =====
Ratio of average
interest-earning assets
to average total
deposits and interest-
bearing liabilities.... 100.60% 100.93% 99.99%
====== ====== =====
Return on average
assets................. 0.69% 1.08% 0.91%
====== ====== =====
Return on average
equity................. 8.52% 12.68% 10.44%
====== ====== =====
Dividend payout ratio... 0.00% 0.00% 0.00%
====== ====== =====
Ratio of average equity
to average assets...... 8.04% 8.53% 8.70%
====== ====== =====
</TABLE>
- -------
(1) Average balances are based on daily averages and include nonaccrual loans.
Loan fees are included in interest income as follows: 1998--$560,000;
1997--$602,000; 1996--$589,000.

46
<PAGE>

The following table illustrates the changes in Union Bankshares' net
interest income due to changes in volume and changes in interest rate on a
full tax equivalent basis. Changes attributable to the combined effect of
volume and interest rate have been allocated proportionately to the change due
to volume and the change due to interest rate.

<TABLE>
<CAPTION>
Year ended December 31, 1998 Year Ended December 31, 1997
vs. vs.
Year Ended December 31, 1997 Year Ended December 31, 1996
Increase (decrease) Increase (decrease)
in net interest income in net interest income
------------------------------ ------------------------------
Volume Rate Total Volume Rate Total
---------- -------- --------- ---------- -------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS
Loans:
Commercial Loans...... $ 1,107 $ (270) $ 837 $ 1,849 $ (167) $ 1,682
Real estate--mortgage. 53 (10) 43 (199) (17) (216)
Real estate--
construction......... 421 (100) 321 116 45 161
Consumer loans........ (56) (8) (64) 431 (14) 417
--------- -------- --------- --------- -------- ---------
Total loans......... 1,525 (388) 1,137 2,197 (153) 2,044
Securities:
U.S. government
securities........... 743 (509) 234 551 121 672
Municipal--nontaxable. 357 43 400 (315) 42 (273)
Municipal--taxable.... (225) (18) (243) (190) 35 (155)
--------- -------- --------- --------- -------- ---------
Total securities.... 875 (484) 391 46 198 244
Interest-bearing
deposits at other
banks.................. -- -- -- -- -- --
Federal funds sold...... 595 (25) 570 43 6 49
--------- -------- --------- --------- -------- ---------
Total interest-
earning assets..... 2,995 (897) 2,098 2,286 51 2,337
--------- -------- --------- --------- -------- ---------
INTEREST-BEARING
LIABILITIES
Deposits:
Interest-bearing
demand deposits...... 305 (51) 254 (37) (61) (98)
Certificates of
deposit.............. 1,015 114 1,129 385 60 445
Savings deposits...... 27 (12) 15 42 (3) 39
--------- -------- --------- --------- -------- ---------
Total interest-
bearing accounts... 1,347 51 398 390 (4) 386
--------- -------- --------- --------- -------- ---------
Notes payable........... (94) 6 (88) 686 (184) 502
Federal funds purchased. (108) 0 (108) (2) 21 19
--------- -------- --------- --------- -------- ---------
Total interest-
bearing
liabilities........ 1,145 57 1,202 1,074 (67) 907
--------- -------- --------- --------- -------- ---------
Total increase
(decrease) in net
interest income.... $ 1,850 $ (954) $ 896 $ 1,212 $ 218 $ 1,430
========= ======== ========= ========= ======== =========
</TABLE>
- --------
(1) This table is calculated on a full tax-equivalent basis.

Market Risk Management

Market risk arises from changes in interest rates. Union Bankshares has
risk management policies to monitor and limit exposure to market risk as
discussed below. See "Asset/Liability Management." Disclosures about the fair
value of financial instruments, which reflect changes in market prices and
rates, can be found in Note 20 of Notes to Consolidated Financial Statements.

Asset/Liability Management

Union Bankshares' results of operations depend substantially on its net
interest income. Like most financial institutions, Union Bankshares' interest
income and cost of funds are affected by general economic conditions and by
competition in the marketplace.

47
<PAGE>

The function of asset/liability management is to manage the risk/return
relationships between capital adequacy, market risk, liquidity and interest
rate risk. To manage these relationships, Union Bank & Trust uses the
following items: equity, free capital, debt/capital, liquidity, volatile
liability coverage, portfolio maturities, maturing assets and maturing
liabilities. In addition, in reviewing the needs of Union Bank & Trust with
regard to proper management of its asset/liability program, Union Bankshares'
management has projected its needs into the future, taking into consideration
historical periods of high loan demand, low deposit balances, projected loan
increases (due to increased demand through marketing), and interest rate
changes (as projected by consulting economists). Union Bank's Asset and
Liability Management Committee is responsible for establishing procedures that
enable Union Bankshares to achieve its goals while adhering to prudent banking
practices and existing loan and investment policies.

The excess of Union Bank's interest-earning assets over its interest-
bearing liabilities have generally been invested in securities when suitable
lending opportunities have not been sufficient to use such excess funds. Union
Bank's securities portfolio plays an important part in the overall
asset/liability management program and is a major contributor to Union
Bankshares' financial results. The primary objectives in the overall
management of the securities portfolio are safety, liquidity, yield, interest
rate risk and pledging for public deposits.

The securities designated as available for sale generally are more liquid
and have a shorter term than those designated as held to maturity. In
connection with the preparation of its December 31, 1998, Consolidated
Financial Statements, Union Bankshares has designated securities with a
carrying value of $77,594,000 as available for sale. These securities are to
be available for sale to assist management in providing an adequate
asset/liability and liquidity management program for Union Bank. Securities
designated as held to maturity typically have less liquidity and also have
less call protection than those held for sale.

A critical element of Union Bankshares' asset/liability management program
is management of exposure to interest rate risk. Exposure to interest rate
risk arises from volatile interest rates and changes in the balance sheet mix.
Union Bank's policy is to control the exposure of its earnings to changing
interest rates by generally maintaining a position within a narrow range
around an "earnings neutral position," which is defined as the mix of assets
and liabilities that generate a net interest margin that is least affected by
interest rate changes. Union Bank & Trust uses a measurement tool known as
dollar duration to help maintain an earnings neutral position. Dollar duration
measures the percentage of loss or gain that the portfolio would sustain with
a 100 basis point parallel shift in applicable interest rates.

In order to control interest rate risk in a rising interest rate
environment, or when management believes there is a significant risk of rising
interest rates, management's philosophy is generally to reduce the dollar
duration of the investment portfolio in order to achieve a more asset
sensitive position, thereby allowing quicker repricings and maximizing net
interest margin. Conversely, in a declining interest rate environment,
management's philosophy is to increase the dollar duration of the investment
portfolio, thereby becoming more liability sensitive. Management would ideally
take steps to increase dollar duration at the time of a peak in interest rates
or during the stabilization period prior to the anticipated decline of rates.
This strategy provides that rates on the investments are locked in at higher
levels and enhances the effect on net interest margin. Union Bank & Trust
decreases the dollar duration of its investment portfolio by taking steps to
increase the coupon rate and decrease the average life (the period for which a
security is actually held as opposed to its stated maturity) of the securities
held in the portfolio. Union Bank & Trust increases the dollar duration of its
investment portfolio by taking steps to decrease the coupon rate and increase
the average life of the securities held in the portfolio.

Union Bank & Trust anticipates that the Federal Reserve Board will not
encourage any further substantial change in interest rates in 1999. As of
December 31, 1998, the dollar duration of the investment portfolio was 3.50
years compared to 3.20 years at December 31, 1997. The increase in dollar
duration during 1998 reflects Management's replacement of investments which
matured with investments that had slightly lower yields and longer maturities,
which lower yields and long maturities were due to stable interest rates in
the first three quarters of 1998 and slightly lower rates in the fourth
quarter of 1998. The decision resulted in increasing the dollar duration of
the portfolio, and decreasing the gross yield on the portfolio from 7.44% to
6.80%. Union Bankshares may also engage in hedging transactions to control
interest rate risk. The effect of these efforts in any given period may be to
negatively impact reported net non-interest income and the interest earned on
the securities.

48
<PAGE>

Although analysis of interest rate gap (the difference between the
repricing of interest-earning assets and interest-bearing liabilities during a
given period of time) is one standard tool for the measurement of exposure to
interest rate risk, Union Bankshares believes that because interest rate gap
analysis does not address all factors that can affect earnings performance,
such as early withdrawal of time deposits and prepayment of loans, it should
not be used as the primary indicator of exposure to interest rate risk and the
related volatility of net interest income in a changing interest rate
environment. Interest rate gap analysis is primarily a measure of liquidity
based upon the amount of change in principal amounts of assets and liabilities
outstanding, as opposed to a measure of changes in the overall net interest
margin. Union Bankshares believes that since interest rate risk is caused by a
combination of (a) differing volumes of repricing assets and liabilities (i.e.
gaps), (b) variability of interest rate changes (i.e. multiples) and (c)
variability of occurrence of rate changes for various classes of assets and
liabilities (i.e. lags), that its system of measuring the effect of each of
these factors is a preferable tool for management of interest rate risk.

Union Bank & Trust has contracted with a consulting firm to assist it with
economic outlook, interest rate forecasting, asset/liability management and
purchase and/or sale of securities. This firm does not have discretionary
authority to act on behalf of Union Bankshares.

The following table sets forth the estimated maturity or repricing, and the
resulting interest rate gap, of Union Bankshares' interest-earning assets and
interest-bearing liabilities at December 31, 1998. The amounts in the table
are derived from internal data from Union Bankshares. The amounts are based
upon regulatory reporting formats and, therefore, may not be consistent with
financial information appearing elsewhere herein that has been prepared in
accordance with generally accepted accounting principles. The amounts could be
significantly affected by external factors such as changes in prepayment
assumptions, early withdrawals of deposits and competition.

<TABLE>
<CAPTION>
December 31, 1998
Estimated maturity or repricing
------------------------------------------------
Less One
than Three year to Over
three months to five five
months one year years years Total
-------- --------- ------- ------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Interest-earnings assets:
Fixed rate loans............ $ 8,859 $13,368 $19,547 $19,064 $ 60,838
Floating rate loans......... 86,291 1,987 349 2,016 90,643
Investment securities....... 7,233 15,025 36,505 46,300 105,063
FHLB stock.................. 988 -- -- -- 988
Federal funds sold.......... 26,505 -- -- -- 26,505
-------- ------- ------- ------- --------
Total interest-earning
assets................... $129,876 $30,380 $56,401 $67,380 $284,037
Interest-bearing liabilities:
Interest-bearing demand
deposits................... $ 25,852 $ -- $ -- $ -- $ 25,852
Money market deposits....... 65,453 -- -- -- 65,453
Certificates of deposits
under $100,000............. 6,293 10,677 11,347 9,804 38,121
Certificates of deposits
over $100,000.............. 27,211 7,244 7,199 3,333 44,987
Savings deposits............ 19,221 -- -- -- 19,221
Notes payable............... 5,000 -- 5,000 10,304 20,304
Federal funds purchased..... -- -- -- -- --
Total interest-bearing
liabilities.............. 149,030 17,921 23,546 23,441 213,938
-------- ------- ------- ------- --------
Interest rate gap............. $(19,154) $12,459 $32,855 $43,939
======== ======= ======= =======
Cumulative interest rate gap.. $(19,154) $(6,695) $26,160 $70,099 $ 70,099
======== ======= ======= ======= ========
Cumulative interest rate gap
to total assets.............. (6.08)% (2.12)% 8.30% 22.24%
======== ======= ======= =======
Total consolidated assets..... $314,577
========
</TABLE>

49
<PAGE>

The following table presents at the date indicated (a) the aggregate loans
by maturity in each major category of Union Bankshares' loan portfolio and (b)
the aggregate amounts of variable and fixed rate loans that mature after one
year. Actual maturities may differ from the contractual maturities shown below
as a result of renewals and prepayments. Management estimates that
approximately $16 million of loans maturing during the year ending December
31, 1999 will actually be paid off in cash during that period.

<TABLE>
<CAPTION>
December 31, 1998
------------------------------------------------------------------
Less than one year One year to five years Over five years Total
------------------ ---------------------- --------------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Commercial Loans........ $ 78,710 $12,942 $13,967 $105,619
Real estate--
construction loans..... 12,881 -- -- 12,881
Real estate--mortgage
loans.................. 6,480 575 1,331 8,386
Consumer loans.......... 12,434 6,379 5,782 24,595
-------- ------- ------- --------
Total................. $110,505 $19,896 $21,080 $151,481
======== ======= ======= ========
Fixed rate loans........ $19,547 $19,064
Floating rate loans..... 349 2,016
------- -------
Total................. $19,896 $21,080
======= =======
</TABLE>

Liquidity and Sources of Funds

Union Bankshares' total assets increased 11.9% to $351.9 million at
September 30, 1999 from $314.6 million at December 31, 1998. During the nine
months ended September 30, 1999 deposits increased $20.5 million to $292.2
million at September 30, 1999 from $271.7 million at December 31, 1998. None
of Union Bankshares' deposits at September 30, 1999 were brokered deposits.

Union Bankshares' primary sources of funds are customer deposits, sales and
maturities of investment securities and loan repayments. These funds are used
to make loans, to acquire investment securities and other assets and to fund
continuing operations. During the year ended December 31, 1998, deposits
increased to $271.7 million from $190.1 million and $156.4 million at December
31, 1997 and 1996, respectively. None of the deposits at December 31, 1998,
1997 or 1996 were brokered deposits. Management believes that the increases in
deposits in 1997 and 1998 were the result of (a) the successful opening of
Union Bank's two new branches in 1998 and the resulting increase in new
customers at each branch and the acquisition of Lakewood State Bank in
December of 1998; (b) referrals from existing customers; (c) continued success
of Union Bank's Officer Call Program; and (d) recent bank acquisition activity
in Colorado which has improved Union Bank's opportunities to attract new
business from customers in its small and medium-sized business focus area.

Union Bankshares' Acquisition Loan was paid off on March 17, 1993 with the
proceeds from the sale of Convertible Notes. The Convertible Notes required
semi-annual interest only payments, with no principal due until maturity at
March 17, 2003. On March 1, 1996, Union Bankshares exercised the optional
redemption provision of the Convertible Notes. On the redemption date, April
1, 1996, Union Bankshares paid 101% of the principal amount of each
Convertible Note redeemed, plus accrued and unpaid interest. Prior to the
redemption date holders of the Convertible Notes had the right to convert the
Convertible Notes into Union Bankshares' common stock at a rate of 78.68
shares for each $1,000 principal amount of Convertible Notes (a conversion
price of $12.71 per share). There were $6,512,000 in principal amount of
Convertible Notes outstanding and all except $26,000 were tendered for
redemption. Union Bankshares entered into a loan agreement (the "Loan
Agreement") with NationsBank, formerly Boatmen's First National Bank of Kansas
City, to borrow up to $4 million to fund the redemption. The remainder of the
funds needed to pay off the Convertible Notes was taken from the investments
which Union Bankshares held in its available for sale portfolio.

In December 1998, Union Bankshares Capital Trust I, a newly formed Delaware
business trust completed the sale of $10.3 million of 9% Cumulative Trust
Preferred Securities, guaranteed on a subordinated basis by Union Bankshares.
Union Bankshares contributed $7 million of the proceeds of the offering to
Union Bank & Trust to finance the acquisition of Lakewood State Bank. The
remainder of the proceeds was used for general corporate purposes, including
the payoff of all outstanding amounts to NationsBank under the Loan Agreement.
Union Bankshares also terminated the revolving line of credit it maintained
with NationsBank.

50
<PAGE>

Union Bankshares has successfully negotiated with Gold Bank for a revolving
line of credit in an amount not to exceed $3 million. Any monies advanced
under this line would be used solely for capital needs of Union Bankshares or
to purchase the stock of banks or bank holding companies. This line of credit
is available for one year only, with renewals to be negotiated each year. If
any principal is advanced on this line, the terms of the repayment would also
be negotiated depending upon the use of proceeds. Interest would be due
quarterly. There is currently no amount outstanding under this line of credit.
The line of credit is secured by the pledge of all of the shares of capital
stock of Union Bank, and contains standard representations, warranties and
covenants.

Annual renewal of the line of credit is based on the compliance by Union
Bank & Trust with the following criteria:

1. Capital Ratio of not less than 6.25%;

2. Return on Average Assets of not below 1.00%;

3. Loan Loss Reserve/Total Loans Ratio of not below 1.00%;

4. Non-Performing Loans/Total Loans Ratio of not greater than 2.00%;

5. Debt Service Coverage Ratio of not less than 2:1; and

6. Absence of regulatory dividend restrictions.

In the event Union Bank & Trust does not meet any of these criteria
calculated as of December 31 of each year and based on its financial
statements, Union Bankshares will have 90 days from the delivery of the
financial statements to cure the deficiency.

On January 14, 1998, Union Bank & Trust borrowed $10 million from the
Federal Home Loan Bank of Topeka in the form of two $5 million loans. The
purpose of securing these loans were primarily to provide liquidity and allow
Union Bank & Trust to limit its exposure relative to the Available for Sale
portion of its securities portfolio, as discussed below. The first $5 million
enabled management to reduce its current daily purchase of Federal Funds from
approximately $8 million to $3 million. With the remaining $5 million, Union
Bank & Trust purchased approximately $5 million in short-term U.S. Government
securities, which were placed in the Available for Sale portfolio. This
allowed Union Bank & Trust to transfer approximately $5 million in long-term
GNMA mortgage pool securities with relatively high coupon yields to Held to
Maturity, which limits Union Bank's capital exposure should interest rates
increase. The loans are structured as follows: $5 million at 6.34%, maturing
January 14, 1999; and $5 million at 6.50%, maturing January 14, 2000. The
loans cannot be prepaid without a prepayment penalty. Interest on these notes
is due monthly. Union Bankshares expects that maturities of securities held in
the Available for Sale portfolio will be adequate to fund repayment of these
loans. On January 14, 1999, Union Bank & Trust repaid the $5 million which
matured.

During the second quarter of 1999, Union Bank & Trust borrowed $33.6
million from the Federal Home Loan Bank of Topeka with rates ranging from
4.90% to 5.11% and maturities ranging from one day to six months. The purpose
for these loans was to use an alternative source of funding to fund current
loan growth at a time when Union Bank's deposits have not increased and
liquidation of a portion of Union Bank's bond portfolio was not prudent. Union
Bankshares expects that these loans will be repaid with liquidity from normal
increases in deposits coupled with liquidity from Union Bank's bond portfolio.

During the third quarter of 1999, Union Bank & Trust repaid $10.0 million
of the Federal Home Loan Bank of Topeka loans.

Management anticipates that Union Bankshares will continue to rely
primarily on customer deposits, sales and maturities of investment securities,
loan sales, and loan repayments to provide liquidity and will use funds so
provided primarily to make loans and to purchase securities. Union Bankshares
believes that its customer deposits provide a strong source of liquidity
because of the high percentage of core deposits, many of which are held as
compensating balances under long-standing loan relationships. As a secondary
source of funds, management uses federal funds and its membership in the
Federal Home Loan Bank of Topeka.

51
<PAGE>

Results of Operations

Nine Months Ended September 30, 1999 Compared to Nine Months Ended September
30, 1998

Overview. Union Bankshares reported net income of $1,054,000 for the nine
months ended September 30, 1999, a decrease of 15.5% from net income of
$1,248,000 for the first nine months of 1998. Earnings were positively
impacted in the first nine months of 1999 by a $2,146,000 increase in net
interest income, a $141,000 decrease in provision for loan loss, a $241,000
increase in gain on sale of securities available for sale, and a $332,000
increase in other noninterest income. These improvements were offset by a
$2,780,000 increase in noninterest expense and a $274,000 increase in income
tax expense for the nine months ended September 30, 1999. Net income per share
(diluted) was $.40 for the nine months ended September 30, 1999 compared to
$.47 per share for the 1998 period. Return on average assets and average
equity were .43% and 6.94%, respectively, for the nine months ended September
30, 1999 compared to .73% and 8.79%, respectively, for the nine months of
1998.

During the nine months of 1999, Union Bankshares' cash and Federal Funds
sold decreased $23.7 million, its securities portfolio increased $41.7
million, its net loan portfolio increased $21.9 million, its deposits
increased $20.5 million, and its notes payable to the Federal Home Loan Bank
of Topeka (FHLB) increased $18.6 million.

Interest Income. Interest income increased $4,509,000, or 34.5%, to
$17,588,000 for the period ended September 30, 1999 from $13,079,000 for the
comparable 1998 period. This increase results from the increase in Union
Bankshares' interest earning assets from operations and the acquisition of
Lakewood State Bank in December, 1998. Union Bankshares' net yield on interest
earning assets on a fully tax equivalent basis was 8.01% for the nine months
of 1999, which reflects a decrease of 65 basis points (each basis point equals
1/100 of 1%) from the comparable 1998 period. The average yield on loans
decreased from 9.98% in the 1998 period to 9.56% in the 1999 period, and the
average yield on securities held by Union Bankshares decreased from 6.84% in
the 1998 period to 6.49% in the 1999 period. Interest income on loans was
$1,648,000 greater in the 1999 period and interest income on securities
increased $3,014,000 in the 1999 period.

Interest Expense. Interest expense increased $2,363,000, or 52.3%, to
$6,789,000 for the nine months ended September 30, 1999 from $4,516,000 for
the nine months ended September 30, 1998. This increase is primarily due to a
$59.2 million increase in average interest bearing deposit accounts ($30.0
million from the acquisition of Lakewood State Bank), a $10.3 million increase
in notes payable due to the issuance of the trust preferred securities in
December, 1998, a $3.9 million increase in average Federal Funds purchased, an
$8.1 million increase in average notes payable to FHLB, offset by a $1.3
million decrease in average notes payable to NationsBank (which was paid off
in December, 1998). Average rates paid on interest bearing deposits decreased
21 basis points to 3.55% in the nine months of 1999 from 3.76% in the nine
months of 1998.

Net Interest Income. Net interest income before provision for loan loss was
$10,709,000 for the nine months ended September 30, 1999, an increase of
$2,146,000, or 25.1%, over the nine months of 1998. Net interest margin
decreased 81 basis points from 5.77% in the 1998 period to 4.96% in the 1999
period. The increase in net interest income is primarily due to an $1,648,000
increase in interest income on loans and a $3,014,000 increase in interest
income on securities, partially offset by a $153,000 decrease in interest
income on Federal Funds sold and a $2,363,000 increase in interest expense.
Union Bankshares' average cost of funds for the nine months ended September
30, 1999 was 1 basis point lower than the comparable 1998 period. Union
Bankshares' average yield on interest earning assets decreased 65 basis points
in the 1999 period compared to the 1998 period, from 8.66% to 8.01%.

Noninterest Income. Noninterest income increased $573,000, or 80.1%, for
the nine months ended September 30, 1999 to $1,288,000 from $715,000 for the
nine months ended September 30, 1998. This increase was due to: (a) a $241,000
increase in the gain on sale of securities available for sale ($7,000 due to
the acquisition of Lakewood State Bank); (b) a $199,000 increase in service
charge income ($136,000 due to the acquisition of Lakewood State Bank); and
(c) a $133,000 increase in other noninterest income ($68,000 due to the
acquisition of Lakewood State Bank).

52
<PAGE>

Noninterest Expense. Noninterest expense increased $2,780,000, or 36.8%,
for the nine months of 1999 to $10,327,000 compared to $7,547,000 in the nine
months of 1998. This increase is primarily the result of: (a) increases in
salaries and benefits relating primarily to staffing expenses for the two new
branches and the branch resulting from the acquisition of Lakewood State Bank,
and annual merit increases; (b) increases in occupancy and equipment relating
to the new branches and the acquisition of Lakewood State Bank; (c) increase
in goodwill expense due to the acquisition of Lakewood State Bank; and (d)
increases in other miscellaneous noninterest expenses relating to the new
branches and the acquisition of Lakewood State Bank.

Income Tax Expense. Income tax expense increased $274,000, or 114.2%, for
the nine months of 1999. This increase is primarily the result of an increase
in pretax earnings.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Overview. Net income decreased $499,000 for 1998 to $1,637,000 from
$2,136,000. This decrease was primarily as a result of a $1,814,000 increase
in noninterest expense, which was partially offset by a $755,000 increase in
net interest income, an $82,000 decrease in provision for loan loss and a
$474,000 decrease in income tax expense. Return on average assets and return
on average equity were .69% and 8.52%, respectively, for 1998 compared to
1.08% and 12.68%, respectively, for 1997.

Interest Income. Interest income increased $1,957,000 to $17,917,000 for
1998 from $15,960,000 for 1997. In 1998, interest income from loans increased
$1,137,000, interest income on securities increased $250,000 and interest
income on federal funds sold increased $570,000. The increase in interest
income from loans was primarily a result of an increase in consumer loans made
by Union Bank & Trust bearing slightly higher interest rates. The increases in
interest income on securities and interest income on federal funds sold were
primarily a result of the investment by Union Bank & Trust of excess customer
deposits.

Interest Expense. Interest expense increased $1,202,000 to $6,320,000 for
1998 from $5,118,000 in 1997. Interest expense on interest-bearing deposits
increased $1,398,000, interest expense on federal funds purchased decreased
$108,000, and interest expense on notes payable decreased $88,000 in 1998. The
increase in interest expense on interest-bearing deposits was primarily due to
greater deposit volume in 1998. The rates paid on interest bearing deposits
was relatively unchanged between 1997 and 1998. The decrease in interest
expense on notes payable was due to the $2.0 million reduction of the
NationsBank note.

Net Interest Income. Net interest income increased $755,000 to $11,597,000
for 1998 from $10,842,000 for 1997. During 1998 average loans outstanding
increased $14,219,000, average securities owned increased $11,835,000, average
federal funds sold increased $10,878,000 and the net interest spread decreased
from 5.14% for 1997 to 4.49% for 1998. The increase in net interest income
resulted primarily from the increase in the volume of interest earning assets,
partially offset by the increase in the volume of interest-bearing deposits.

Noninterest Income. Noninterest income increased $4,000 to $962,000 for
1998 from $958,000 for 1997.

Noninterest Expense. Noninterest expense increased $1,814,000 to
$10,267,000 for 1998 from $8,453,000 for 1997. This increase is a result of
the following factors: (a) salary/benefit expense increased $834,000 primarily
due to increased staffing (at Union Bank & Trust and the six branches) and
yearly salary increases; (b) occupancy and equipment expense increased
$305,000 primarily due to the opening of two new branches and Year 2000
equipment expenses; and (c) other operating expenses increased $669,000
primarily as a result of higher costs associated with the opening of two new
branches and acquiring Lakewood State Bank.

Income Taxes. Union Bankshares' income tax expense for the years ended
December 31, 1998, 1997 and 1996 was $377,000, $851,000, and $339,000 (which
is net of the $201,000 tax effect of the extraordinary item), respectively.
Union Bankshares' effective tax rate typically differs from the expected 34%
enacted tax rate due to interest income received on tax-exempt securities,
which is partially offset by the amortization of excess of investment in
subsidiary over net assets acquired.

53
<PAGE>

Year ended December 31, 1997 Compared to Year Ended December 31, 1996

Overview. Net income increased $563,000 for 1997 to $2,136,000 from
$1,573,000, primarily as a result of a $1,528,000 increase in net interest
income. The positive change in net interest income was partially offset by a
decrease in gain on sale of securities of $61,000 and an $837,000 increase in
noninterest expense. Return on average assets and return on average equity
were 1.08% and 12.68%, respectively, for 1997, compared to .91% and 10.44%,
respectively, for 1996.

Interest Income. Interest income increased $2,434,000 to $15,960,000 for
1997 from $13,526,000 for 1996. In 1997, interest income from loans increased
$2,044,000, interest income on securities increased $341,000 and interest
income on federal funds sold increased $49,000. This increase in interest
income from loans was primarily due to the increase in the size of the loan
portfolio, as the interest rates were relatively stable in 1997, compared to
1996.

Interest Expense. Interest expense increased $906,000 to $5,118,000 for
1997 from $4,212,000 in 1996. Interest expense on interest-bearing deposits
increased $385,000, interest expense on federal funds purchased increased
$19,000, and interest expense on the notes payable increased $502,000 in 1997.
The increase in interest expense on interest-bearing deposits was primarily
due to greater deposit volume in 1997 as the rates paid on interest-bearing
deposits was relatively unchanged between 1996 and 1997. The increase in
interest expense on the notes payable was due to the $10.0 million increase in
notes payable to the FHLB, offset by the $1.5 million reduction of the
NationsBank note.

Net Interest Income. Net interest income increased $1,528,000 to
$10,842,000 for 1997 from $9,314,000 for 1996. During 1997, average loans
outstanding increased $21,457,000, average securities owned increased
$1,666,000 and the net interest spread decreased from 5.29% for 1996 to 5.14%
for 1997. The increase in net interest income resulted primarily from the
Bank's ability to increase the percentage of its assets employed in its loan
portfolio.

Noninterest Income. Noninterest income decreased $79,000 to $958,000 for
1997 from $1,037,000 for 1996. This decrease is primarily due to a $61,000
decrease in gains on sale of investment securities.

Noninterest Expense. Noninterest expense increased $837,000 to $8,453,000
for 1997 from $7,616,000 for 1996. This increase is a net result of the
following factors: (a) salary/benefit expense increased $483,000, primarily
due to increased staffing (at the Bank and the three branches) and yearly
salary increases; and (b) other operating expenses increased $345,000,
primarily as a result of a $56,000 increase in advertising and marketing
expense, a $157,000 increase in legal fees, primarily due to expenses on a
problem credit, and the absence of a $100,000 accrual reversal of a 1995 claim
made against the Company, which was settled favorably in February, 1996.

Extraordinary Item. On March 1, 1996, the Company called the Convertible
Notes for redemption. The redemption on April 1, 1996 caused the Company to
accelerate the amortization of the debt issuance costs which were being
amortized over a ten-year period. On March 31, 1996, there was a write-off of
the $473,000 balance of the debt issuance costs and the $65,000 call premium.
The after-tax effect of this transaction was a $337,000 non-cash charge to
income in the first quarter of 1996.

Provision For Loan Losses

Union Bankshares' provisions for loan losses in the years ended December
31, 1998, 1997 and 1996 were $278,000, $360,000, and $285,000, respectively.

Union Bankshares charged $102,000 to provision for loan loss in the nine
months of 1999 and $243,000 for the same period in 1998. The ratio of loan
loss reserve to total loans was 1.63% at September 30, 1999 and 1.80% at
September 30, 1998. Union Bankshares sets its loan loss reserve at a level
considered adequate to provide for anticipated loan losses based on
management's assessment of various factors affecting the loan portfolio. These
factors include a review of problem loans, business conditions, loan loss
experience and an overall evaluation of the quality of the collateral, holding
and disposal costs and costs of capital. Provision for loan loss is a direct
charge against income and is determined by management based on the adequacy of
the loan loss reserve.

54
<PAGE>

Asset Quality

Union Bankshares' lending activities are guided by its Statement of Lending
Policies and Procedures. These policies are annually reviewed and approved by
Union Bank's board of directors. Union Bank & Trust employs an internal
auditor to monitor its internal supervision and audits of its lending
operation and Union Bankshares supplements these internal procedures with
independent examinations performed by professional consultants and auditors.
Union Bankshares monitors concentrations of loans by collateral, purpose and
industry. Union Bankshares has no significant exposure to highly leveraged
transactions and has no foreign credits in its loan portfolio.

Total nonperforming assets were $206,000 and $15,000 at September 30, 1999
and December 31, 1998, respectively. The Company had no Other Real Estate
Owned (OREO) at either September 30, 1999 or December 31, 1998. At September
30, 1999, securities held to maturity were $34.0 million, or 23.1% of the
total portfolio, and securities available for sale totaled $111.7 million, or
75.6% of the total portfolio. Other securities (investment in FHLB stock)
totaled $1.9 million, or 1.3% of the total portfolio. Securities available for
sale are those securities which may be sold in response to changes in interest
rates, changes in Union Bankshares' short term liquidity needs or changes in
prepayment risk, and are stated at the lower of cost or estimated market
value. At September 30, 1999, the amortized cost of investments available for
sale exceeded fair value by approximately $1,960,000.

Securities held to maturity are considered longer term assets which are
normally held until maturity and are carried at amortized cost. The market
value of securities designated as held to maturity exceeded carrying value by
approximately $82,000 at September 30, 1999. U.S. government securities make
up $76.7 million, or 51.9% of the investment portfolio, mortgage backed
securities make up $44.6 million, or 30.2% of the investment portfolio,
obligations of states and political subdivisions (municipal securities),
comprise $24.5 million, or 16.6% of the investment portfolio, and other
investments make up $1.9 million, or 1.3% of the investment portfolio at
September 30, 1999.

Management has generally sought to control the exposure of Union
Bankshares' securities portfolio to rising interest rates by maintaining a
position within a narrow range around an "earnings neutral position" (i.e.,
the mix of assets and liabilities that generate a net interest margin that is
least affected by interest rate changes). Union Bankshares uses a measurement
tool known as dollar duration to help maintain an earnings neutral position.
As of September 30, 1999, the dollar duration of the investment portfolio was
5.10 years compared to 3.50 years at December 31, 1998. This increase in
dollar duration resulted from the partial replacement of securities which were
sold, matured or called during the first nine months of 1999 and the net
addition of $41.7 million of securities with the same or lower yields but with
longer maturities. Union Bankshares may also engage in hedging transactions to
control interest rate risk. The effect of these efforts in any given period
may be to negatively impact reported net noninterest income and the interest
earned on the securities.

Capital Resources

Union Bankshares' capital adequacy is a direct measurement of the overall
financial strength of Union Bankshares and its ability to absorb a diverse
market conditions. In addition, the capital position of Union Bankshares
provides a mechanism to promote public confidence in Union Bankshares and
Union Bank.

Union Bankshares' total stockholders' equity decreased $833,000 to $19.5
million at September 30, 1999 from $20.3 million at December 31, 1998. This
decrease in stockholders' equity was due to the net effect of FAS 115 which
requires financial institutions to mark their available for sale securities
portfolio to market, offset by the retention of earnings in the current year
and the exercise of options to purchase 6,000 shares of common stock.

The Federal Reserve Board and FDIC guidelines require a minimum of a 4%
Tier 1 core capital to risk-weighted assets ratio and an 8% total qualifying
capital to risk-weighted assets ratio. Due to Union Bankshares' high level of
capital and the level of risk in its current asset mix, Union Bankshares' risk
based capital ratios exceed the regulatory minimum ratios. Union Bankshares'
Tier 1 core capital to risk weighted assets was 9.62% at September 30, 1999
and its total qualifying capital to risk weighted assets was 12.42%. As of
September 30, 1999 Union Bank & Trust also exceeded the minimum regulatory
risk based capital ratios.

55
<PAGE>

The following table sets forth Union Bankshares' and Union Bank's capital
ratios at December 31, 1998.

<TABLE>
<CAPTION>
December 31, 1998
----------------------
(Dollars in thousands)
<S> <C>
Company
Tier I Capital................................... $ 23,357
Total Capital.................................... 25,387
Risk-Weighted.................................... 166,837
Tier I Capital to Risk-Weighted Assets........... 14.00%
Total Capital to Risk-Weighted Assets............ 15.22%
Leverage Ratio................................... 8.30%
Bank
Tier I Capital................................... $ 17,752
Total Capital.................................... 19,860
Risk-Weighted Assets............................. 168,046
Tier I Capital to Risk-Weighted Assets........... 10.56%
Total Capital to Risk-Weighted Assets............ 11.82%
Leverage Ratio................................... 6.79%
</TABLE>

Union Bank & Trust management is anticipating 1999 capital expenditures of
approximately $750,000 in connection with updating its internal operating
systems and expenditures of approximately $170,000 for the conversion of the
Lakewood State Bank internal operating system. Union Bank & Trust intends to
use part of its anticipated income in 1999 to finance these expenditures.

Management expects that the current capital levels, together with
internally generated funds, will be sufficient to support Union Bankshares'
operations for the foreseeable future. However, depending upon the nature and
scale of Union Bankshares' acquisition opportunities, Union Bankshares may be
required to obtain additional capital resources through borrowing or the
issuance of additional securities. Union Bankshares' ability to incur
additional indebtedness may be limited by government regulations.

Effects of Inflation and Changing Prices

The primary impact of inflation on Union Bankshares' operations is
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, interest rates generally have a more significant impact on a
financial institution's performance than the effects of general levels of
inflation. Although interest rates do not necessarily move in the same
direction or to the same extent as the prices of goods and services, increases
in inflation generally have resulted in increased interest rates. The effects
of inflation, however, can magnify the growth of assets in the banking
industry. If significant, this would require that equity capital increase at a
faster rate than would otherwise be necessary.

Impact of Year 2000

Some computer programs are written using two digits rather than four to
define the applicable years. As a result, those computer programs have time-
sensitive software that recognizes a date using "00" as the year 1900 rather
than 2000. This could cause a system failure or miscalculation causing
disruption of operation including, among other things, a temporary inability
to process transactions, pay invoices or engage in similar, normal business
activities.

In February 1998, Union Bankshares adopted a Year 2000 Project Management
Plan in recognition of the potential problems that all computer systems may
have when the date January 1, 2000 arrives. As part of the implementation of
this plan, in April 1998, Union Bankshares completed an assessment to
determine whether it would have to modify or replace portions of its hardware
and software so that its computer systems will function

56
<PAGE>

properly with respect to dates in the year 2000 and thereafter. By June 1998,
Union Bankshares had completed all required renovations of its critical
internal information technology ("IT") systems and by March 1999, had
completed compliance testing of such systems. All critical IT and non-IT
systems have tested Year 2000 compliant. Testing is continuing on non-critical
systems and all reasonable steps required to achieve compliance of such
systems will be taken. The steps remaining in the total Year 2000 project are
not estimated to have a material impact on Union Bankshares' financial
position or the results of its operations. Union Bankshares estimates that its
total Year 2000 project cost will be approximately $500,000. These costs will
be expensed as incurred and approximately $485,000 has been incurred as of
September 30, 1999.

Union Bankshares has initiated formal communications with all of its
significant suppliers and large customers and is continuing its assessment of
the extent to which Union Bankshares is vulnerable to those third parties'
failure to remediate their own Year 2000 issues. Union Bankshares' total Year
2000 project cost and estimates for completion include the estimated costs and
time associated with the impact of a third party's Year 2000 issue and are
based on presently available information. However, there can be no guarantee
that the systems of other companies on which Union Bankshares' systems rely
will be timely converted, or that a failure to convert by another company, or
a conversion that is incompatible with Union Bankshares' systems, would not
have a material adverse affect on Union Bankshares.

Union Bankshares has adopted a contingency plan in the event that third
parties significant to Union Bankshares are not timely Year 2000 compliant.
Union Bankshares has determined that the most reasonably likely worst-case
scenario would include power and communications failures. Under the
contingency plan, Union Bankshares believes that it could carry out its core-
business activities for an indefinite period in such an event. Union
Bankshares' plan also addresses contingencies related to liquidity and
currency demands which may arise.

The costs of the project and the date on which Union Bankshares believes it
will complete the Year 2000 modifications are based on management's best
estimates which were derived utilizing numerous assumptions of future events,
including the continued availability of certain resources, the ability to
locate and correct all relevant computer codes and similar uncertainties.
Therefore, there can be no assurance that these estimates will be achieved and
actual results could differ materially from those anticipated.

New Accounting Principles

The Financial Accounting Standards Board recently issued Statement No. 130
(Statement No. 130), "Reporting Comprehensive Income." Statement No. 130,
which became effective for periods beginning after December 31, 1997,
establishes standards for reporting and display of comprehensive income. This
statement required that all items that are to be recognized under accounting
standard as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements.

The Financial Accounting Standards Board recently issued Statement No. 131
(Statement No. 131), "Disclosures about Segments of an Enterprise and Related
Information." Statement No. 131, which became effective for periods beginning
after December 15, 1997, requires that business enterprises report information
about operating segments in annual financial statements. It also establishes
standards for related disclosures about products and services, geographic
areas and major customers. The adoption of Statement No. 131 had no
significant impact on Union Bankshares' financial statements.

The Financial Accounting Standards Board recently issued Statement No. 133
(Statement No. 133) "Accounting for Derivative Instruments and Hedging
Activities." Statement No. 133, as amended for Statement No. 137, which
becomes effective for periods beginning after June 15, 2000, requires that
business enterprises recognize all derivative instruments either as assets or
liabilities in the financial statements and record those instruments at fair
value. Changes in fair value of these derivatives is recognized in the
statement of comprehensive income in the period of change. Management has
adopted Statement No. 133 effective the first quarter of 1999. In connection
with this adoption, they have transferred $6,592,000 of held-to-maturity
securities to available-for-sale. The adoption of Statement No. 133 had no
material impact on Union Bankshares' financial position and results of
operations.

57
<PAGE>

COMPARATIVE RIGHTS OF STOCKHOLDERS

The rights of Union Bankshares stockholders are currently governed by the
Delaware General Corporation Law and Union Bankshares' Certificate of
Incorporation and Bylaws adopted thereunder. As a result of the merger, the
stockholders of Union Bankshares will become stockholders of Gold Banc, whose
rights are governed by Kansas law and Gold Banc's Articles of Incorporation
and Bylaws adopted thereunder. The following discussion is intended only to
highlight certain differences between the rights of corporate stockholders
under Kansas law and Delaware law generally and specifically with respect to
the stockholders of Union Bankshares and Gold Banc. The discussion is not
intended as a complete statement of all such differences, and Union Bankshares
stockholders are referred to those laws and governing documents for a
definitive treatment of the subject matter.

Authorized and Outstanding Capital Stock

Both Kansas and Delaware law require a corporation's governing corporate
documents to set forth the total number of shares of stock which the
corporation has the authority to issue. The authorized capital stock of Union
Bankshares consists of 100,000,000 shares of common stock, of which
approximately 2,348,014 shares are currently outstanding, and 500,000 shares
of preferred stock, of which no shares will be outstanding as of ,
2000. The authorized capital stock of Gold Banc consists of 50,000,000 shares
of common stock, of which approximately shares are currently
outstanding, and 10,000,000 shares of preferred stock, of which no shares will
be outstanding as of , 2000.

Election of Directors

Under Delaware law, directors, unless their terms are staggered, are
elected at each annual stockholder meeting. Vacancies on the board of
directors may be filled by the stockholders or directors, unless the
certificate of incorporation or a bylaw provides otherwise. The certificate of
incorporation may authorize the election of certain directors by one or more
classes or series of shares, and the certificate of incorporation, an initial
bylaw or a bylaw adopted by a vote of the stockholders may provide for
staggered terms for the directors. The certificate of incorporation or the
bylaws also may allow the stockholders or the board of directors to fix or
change the number of directors, but a corporation must have at least one
director. The Certificate and Bylaws of Union Bankshares have set the number
of directors at between three and eleven persons, subject to change within
these limits by a majority of the entire board of directors.

The Union Bankshares Certificate has established three classes of
directors, to serve staggered terms. Newly created directorships and vacancies
on the Union Bankshares board maybe filled by the affirmative vote of a
majority of the remaining directors then in office. Under Delaware law,
stockholders do not have cumulative voting rights unless the certificate of
incorporation so provides. The Union Bankshares Certificate does not provide
for cumulative voting.

The former stockholders of Union Bankshares will have rights under Kansas
law in the election of directors similar, though not identical, to those
provided by Delaware law. Directors, unless their terms are staggered, are
elected at each annual stockholder meeting under Kansas law. Vacancies on the
board of directors may be filled (1) by a majority of directors then in office
or (2) whenever the holders of any class or classes of stock or series thereof
are entitled to elect one or more directors by the articles of incorporation,
by a majority of the directors elected by such class or classes or series
thereof then in office, or by a sole remaining director so elected. The
articles of incorporation may authorize the election of certain directors by
one or more classes or series of shares. The number of directors shall be
fixed by, or in the manner provided in, the bylaws, unless the articles of
incorporation establish the number of directors, in which case an amendment to
the articles is required to change the number of directors.

The Gold Banc Articles fix the number of members of the board of directors
at between three and fifteen persons, subject to change within these limits by
a majority of the entire board of directors. The board of directors is divided
into three classes, serving staggered terms. The Gold Banc Articles provides
that vacancies on the board are to be filled by the remaining members and any
director so chosen shall hold office until the next election of the class for
which such directors shall have been chosen. Under Kansas law, stockholders do
not have cumulative voting rights for the election of directors unless the
articles of incorporation so provide. The Gold Banc Articles do not provide
for cumulative voting.

58
<PAGE>

Removal of Directors

Under Delaware law, directors of a corporation may be removed, with or
without cause, by the holders of a majority of the shares entitled to vote at
an election of directors, unless the corporation's board is classified. In the
case of a classified board, unless the certificate of incorporation otherwise
provides, stockholders may effect such removal only for cause, or in the case
of a corporation having cumulative voting, if less than the entire board is to
be removed, no director may be removed without cause if the votes cast against
such director's removal would be sufficient to elect such director if then
cumulatively voted at an election of the entire board, or if there are classes
of directors, at an election of the class of directors of which such director
is a part. Neither the Union Bankshares Certificate of Incorporation nor the
Union Bankshares Bylaws address the removal of a director.

Kansas law provides that any director may be removed with or without cause
by a majority of the shares then entitled to vote at an election of directors
unless director terms are staggered. In the case of staggered terms, unless
the articles of incorporation provide otherwise, stockholders may remove
directors only for cause or, in the case of a corporation having cumulative
voting for directors, if less than the entire board is to be removed, no
director may be removed without cause if the votes cast against such
director's removal would be sufficient to elect such director if then
cumulatively voted at an election of the entire board of directors or, if
there be classes of directors, at an election of the class of directors of
which such director is a part. The Gold Banc Articles provides that a director
may be removed from office at anytime, but only for cause by the holders of a
majority of the voting power of all of the shares of the corporation entitled
to vote in the election of directors, or only for cause by a majority of the
board of directors.

Amendments to Charter

Under Delaware law, unless a higher vote is required in the certificate of
incorporation, an amendment to the certificate of incorporation of a
corporation may be approved by a majority of the outstanding shares entitled
to vote upon the proposed amendment. The Union Bankshares Certificate requires
the affirmative vote of the holders of at least two-thirds of the voting power
of all shares entitled to vote in the election of directors to approve certain
amendments to its charter.

Kansas law provides that an amendment to the articles of incorporation of a
corporation must be approved by at least a majority of the outstanding stock
entitled to vote upon the proposed amendment, and by at least a majority of
the outstanding stock of each class entitled to vote thereon as a class. The
articles of incorporation may state a greater number or proportion required
for approval. The Gold Banc Articles requires a vote of two-thirds of the
outstanding shares of the common stock of the corporation to amend Articles
Four, Five, Six, Seven, Eight, Nine, Ten, Twelve or Thirteen of its Articles
of Incorporation.

Amendments to Bylaws

Delaware law provides that a corporation's bylaws may be amended by that
corporation's stockholders, or, if so provided in the corporation's
certificate of incorporation, the power to amend the corporation's bylaws may
also be conferred on the corporation's directors. The Union Bankshares
Certificate provides that Union Bankshares's directors may amend Union
Bankshares's Bylaws, except that Articles II and III of the bylaws cannot be
amended without the affirmative vote of at least two-thirds of all of the
shares entitled to vote in the election of directors.

Kansas law provides that the right to adopt, amend or repeal bylaws of a
corporation shall be vested in the corporation's board of directors, unless
otherwise provided in such corporation's articles of incorporation and subject
to the right of the stockholders to adopt, amend or repeal the bylaws. The
Gold Banc Articles require the affirmative vote of at least two-thirds of the
outstanding stock to amend or repeal Articles II, III and VI of the bylaws of
Gold Banc.

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Special Meetings of Stockholders

Delaware law provides that special meetings of the stockholders of a
corporation may be called by the corporation's board of directors or by such
other persons as may be authorized in the corporation's certificate of
incorporation or bylaws. The Union Bankshares Bylaws provide that special
meetings of Union Bankshares's stockholders may only be called by the Chairman
of the Board, the President and Chief Executive Officer or the majority of the
board of directors.

Kansas law provides that special meetings of stockholders of a corporation
may be called by the corporation's board of directors or by such other persons
as may be authorized in the corporation's articles of incorporation or bylaws.
The Gold Banc Bylaws provide that a special meeting may be called by the chief
executive officer, a majority of the board of directors, and shall be called
at any time by the Chairman of the Board, the Chief Executive Officer, or the
Secretary upon the request of stockholders owning 55 percent of the
outstanding stock of the corporation entitled to vote at such meeting.

Stockholder Action by Written Consent

Union Bankshares' stockholders may take any action by written consent of
the holders of two-thirds of the outstanding shares entitled to vote thereon
without a meeting only if there are ten or less stockholders. Under Gold
Banc's Articles, however, Gold Banc's stockholders may not take any action
without a meeting.

Notice of Stockholder Proposals

Union Bankshares's Bylaws provide that a stockholder is allowed to address
any business at an annual meeting if the procedural requirements are met. To
be properly brought before an annual meeting, business must be (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the board of directors, (b) otherwise properly brought before the
meeting by or at the direction of the board of directors, or (c) otherwise
properly brought before the meeting by a stockholder. For business to be
properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the secretary of the
corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation, not
less than thirty days nor more than fifty days prior to the meeting; provided,
however, that in the event that less than forty days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close
of business on the tenth day following the date on which such notice of the
date of the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting,
(b) the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business.

Gold Banc's Bylaws provide that at any special meeting of the stockholders,
only the business specified in the notice of a special meeting may be
addressed at the meeting, but a stockholder is allowed to address any business
at an annual meeting if the procedural requirements are met. In order for a
matter to be properly brought before the annual meeting by a stockholder, the
stockholder must provide notice of the matter to Gold Banc not less than 120
days prior to the meeting and delivery of specified information of the type
customarily required by such provisions.

Vote on Extraordinary Corporate Transactions

Delaware law provides that, unless otherwise specified in a corporation's
certificate of incorporation or unless the provisions of Delaware law relating
to "business combinations" discussed below are applicable, a sale or other
disposition of all or substantially all of the corporation's assets or a
merger or consolidation of the corporation with another corporation or a
dissolution of the corporation requires the affirmative vote of the board of
directors (except in certain limited circumstances) plus, with certain
exceptions, the affirmative vote of a majority of the outstanding stock
entitled to vote thereon. The foregoing provisions apply to Union Bankshares
and its stockholders.

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Kansas law is similar to Delaware law in that, except as described below
with respect to "business combinations," a sale or other disposition of all or
substantially all of the corporation's assets, a merger of the corporation
with and into another corporation or a dissolution of the corporation requires
the affirmative vote of the board of directors (except in certain limited
circumstances) plus, with certain exceptions, the affirmative vote of a
majority of all shares of stock entitled to vote thereon. The foregoing
provisions apply to Gold Banc and its stockholders.

Dividends

Subject to any restrictions contained in a corporation's certificate of
incorporation, Delaware law generally provides that a corporation may declare
and pay dividends out of a surplus (defined as the excess, if any, of net
assets over capital) or, when no surplus exists, out of net profits for the
fiscal year in which the dividend is declared and/or the preceding fiscal
year. Dividends may not be paid out of net profits if the capital of the
corporation is less than the amount of capital represented by the issued and
outstanding stock of all classes having a preference upon the distribution of
assets. The Union Bankshares Certificate contains no additional restrictions
on the declaration or payment of dividends, except that certain guidelines are
outlined for dividends on preferred stock.

Kansas law provides that, subject to any restrictions contained in a
corporation's articles of incorporation, the directors of a corporation may
authorize the payment of dividends to that corporation's stockholders either
(1) out of its surplus or (2) if no surplus exists, out of its net profits for
the fiscal year in which the dividend is declared or the preceding fiscal
year. Provided, however, that no such dividend may be paid out of net profits
if the capital of the corporation shall have been diminished to an amount less
than the aggregate amount of the capital represented by the issued and
outstanding stock of all classes having a preference upon the distribution of
assets until such deficiency is repaired. Other than the restrictions imposed
by Kansas law, the Bylaws and Articles of Gold Banc contain no additional
restrictions on the declaration or payment of dividends, other than certain
guidelines are outlined for dividends on common and preferred stock.

Appraisal Rights of Dissenting Stockholders

Under Delaware law, a stockholder of a Delaware corporation is generally
entitled to demand appraisal of and obtain payment of the fair value of his or
her shares in the event of any plan of merger or consolidation to which the
corporation, the shares of which he holds, is a party. However, this right to
demand appraisal does not apply to stockholders if: (1) they are stockholders
of a surviving corporation and if a vote of the stockholders of such
corporation is not necessary to authorize the merger or consolidation; (2) the
shares held by the stockholders are of a class or series registered on the New
York Stock Exchange or the American Stock Exchange, designated as a national
market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or are held of record by more than
2,000 stockholders on the date set to determine the stockholders entitled to
vote on the merger or consolidation.

Notwithstanding the above, appraisal rights are available for the shares of
any class or series of stock of a Delaware corporation if the holders thereof
are required by the terms of an agreement of merger or consolidation to accept
for their stock anything except: (1) shares of stock of the corporation
surviving or resulting from the merger or consolidation; (2) shares of stock
of any other corporation which at the effective date of the merger or
consolidation will be listed on the New York Stock Exchange or the American
Stock Exchange, 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 than 2,000 stockholders; (3) cash in
lieu of fractional shares of the corporations described in (1) and (2); or (4)
any combination of the shares of stock and cash in lieu of fractional shares
described in (1), (2) and (3). A Delaware corporation may provide in its
certificate of incorporation that appraisal rights shall be available for the
shares of any class or series of its stock as the result of an amendment to
its certificate of incorporation, any merger or consolidation to which the
corporation is a party, or a sale of all or substantially all of the assets of
the corporation.

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Kansas law requires the corporation surviving or resulting from any merger
or consolidation to provide stockholders notice of the effectiveness of the
merger or consolidation if such stockholders filed with the corporation a
written objection to the merger or consolidation before the taking of the vote
on the merger or consolidation, and whose shares were either not entitled to
vote or were not voted in favor of the merger or consolidation. Such
stockholders then have twenty days from the mailing date of such notice to
demand in writing from the corporation payment of the value of their stock as
of the effective date of the merger or consolidation, exclusive of any element
of value arising from the expectation or accomplishment of the merger or
consolidation. If such demand is made, the corporation shall pay to the
stockholder such value within thirty days from the end of the twenty day
period. If the corporation and stockholder fail to agree upon the value of
such stock, the stockholder or the corporation may demand a determination of
the value of such stock by an appraiser appointed by the district court.

However, this right to demand an appraisal does not apply to stockholders
if: (1) they are stockholders of a surviving corporation and if a vote of the
stockholders of such corporation is not necessary to authorize the merger or
consolidation; (2) the shares were registered on a national securities
exchange, or (3) the shares were held of record by not less than 2,000
stockholders on the date set to determine the stockholders entitled to vote on
the merger or consolidation, unless the articles of incorporation provide
otherwise.

Neither Union Bankshares nor Gold Banc stockholders are entitled to
dissenters' or appraisal rights in connection with the merger.

Stockholder Inspection

Under both Kansas and Delaware law, any stockholder may inspect a
corporation's stock ledger, stockholder list and other books and records for
any proper purpose. A "proper purpose" is defined as a purpose reasonably
related to the person's interest as a stockholder. Both Kansas and Delaware
law specifically provide that a stockholder may appoint an agent for the
purpose of examining the corporation's books and records.

Gold Banc's bylaws provide that Gold Banc's stockholders have the right to
inspect the books and records of the corporation to the extent and in the
manner provided by Kansas law, subject to reasonable restrictions as may be
determined by the board of directors or the officers of the corporation, from
time to time or with respect to any request for such inspection.

Indemnification and Limitation of Liability of Directors and Officers

Delaware law permits a corporation to adopt a provision in its certificate
of incorporation eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except that such provision shall not limit the
liability of a director for: (1) any breach of the director's duty of loyalty
to the corporation or its stockholders, (2) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(3) liability under Section 174 of the Delaware General Corporation Law for
unlawful payment of dividends or stock purchases or redemptions, or (4) any
transaction from which the director derived an improper personal benefit. The
Union Bankshares certificate limits the personal liability of Union
Bankshares's directors for monetary damages to the fullest extent permissible
under applicable law.

Under Delaware law, a corporation may indemnify any person made a party or
threatened to be made a party to any type of proceeding (other than an action
by or in the right of the corporation) because he is or was an officer,
director, employee or agent of the corporation, or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation or entity, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such
proceeding: (1) if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation; or
(2) in the case of a criminal proceeding, he had no reasonable cause to
believe that his conduct was unlawful. A corporation may indemnify any person
made a party or threatened to be made a party to any

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threatened, pending or completed action or suit brought by or in the right of
the corporation because he was an officer, director, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other entity,
against expenses actually and reasonably incurred in connection with such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
except that there may be no such indemnification if the person is found liable
to the corporation unless, in such a case, the court determines the person is
entitled thereto. A corporation must indemnify a director, officer, employee
or agent against expenses actually and reasonably incurred by him who
successfully defends himself in a proceeding to which he was a party because
he was a director, officer, employee or agent of the corporation. Expenses
incurred by an officer or director (or other employees or agents as deemed
appropriate by the board of directors) in defending a civil or criminal
proceeding may be paid by the corporation in advance of the final disposition
of such proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation. The Delaware law
indemnification and expense advancement provisions are not exclusive of any
other rights which may be granted by the bylaws, a vote of stockholders or
disinterested directors, agreement or otherwise.

The Union Bankshares Certificate provide for the indemnification of and the
advancement of defense costs to Union Bankshares's directors, officers and
employees to the fullest extent permitted by Delaware law.

Under the merger agreement, Gold Banc has agreed to provide indemnification
to Union Bankshares's officers and directors in certain circumstances. See
"The Proposed Merger -- Interests of Union Bankshares' Management and
Directors in the Merger-- Indemnification of Directors and Officers and
Insurance" on page 23."

Kansas law grants a corporation power to indemnify an officer, director,
employee or agent made a party to a proceeding as a result of his status as an
officer, director, employee or agent against such expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such proceeding if such person 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; and, in the case of a criminal proceeding, such
director had no reasonable grounds to believe his actions were unlawful. The
determination of whether the director has met the requisite standard of
conduct for indemnification may be made by (1) a majority vote of a quorum
consisting of directors not at that time parties to the suit; (2) independent
legal counsel directed by a quorum of disinterested directors; or (3) by the
stockholders. Expenses incurred by an officer or director (or other employees
or agents as deemed appropriate by the board of directors) in defending a
civil or criminal proceeding may be paid by the corporation in advance of the
final disposition of such proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation.

A corporation can indemnify an officer, director, employee or agent for
expenses actually and reasonably incurred by such person in connection with
the defense or settlement of a suit by or in the right of the corporation, if
such person 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.
However, if such person is adjudged to be liable to the corporation in a suit
brought by or in the right of the corporation, no indemnification shall be
made unless the court in which such proceeding was brought determines that,
despite the adjudication of liability, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

The Gold Banc's Articles limit the liability of its directors for monetary
damages to the fullest extent permissible under applicable law and indemnify
each officer and director to the fullest extent permitted by applicable law.

Preemptive Rights

Neither Delaware nor Kansas law provides for preemptive rights to acquire a
corporation's unissued stock. However, such right may be expressly granted to
the stockholders in a corporation's certificate or articles of incorporation.
Neither the Union Bankshares Certificate nor the Gold Banc Articles provides
for preemptive rights.

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Business Combination Restrictions

In general, Delaware law prevents an "Interested Stockholder" (defined
generally as a person with 15% or more of a corporation's outstanding voting
stock, with the exception of any person who owned and has continued to own
shares in excess of the 15% limitation since December 23, 1987) from engaging
in a "Business Combination" with a Delaware corporation for three years
following the date such person became an Interested Stockholder. The term
"Business Combination" includes mergers or consolidations with an Interested
Stockholder and certain other transactions with an Interested Stockholder,
including, without limitation: (1) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition to or with the Interested Stockholder of
assets (except proportionately as a stockholder of the corporation) having an
aggregate market value equal to 10% or more of the aggregate market value of
all assets of the corporation determined on a consolidated basis or the
aggregate market value of all the outstanding stock of the corporation; (2)
any transaction which results in the issuance or transfer by the corporation
or by certain subsidiaries thereof of stock of the corporation or such
subsidiary to the Interested Stockholder, except pursuant to a transaction
which, in general, effects a pro rata distribution to all stockholders of the
corporation; (3) any transaction involving the corporation or certain
subsidiaries thereof which has the effect, directly or indirectly, of
increasing the proportionate share of the shares of any class or series, or
securities convertible into shares of the corporation or any subsidiary which
is owned directly or indirectly by the Interested Stockholder (except as a
result of immaterial changes due to fractional share adjustments or as a
result of any purchase or redemption of any shares not caused by the
Interested Stockholder); or (4) any receipt by the Interested Stockholder of
the benefit (except proportionately as a stockholder of such corporation) of
any loans, advances, guarantees, pledges, or other financial benefits provided
by or through the corporation or certain subsidiaries.

The three-year moratorium may be avoided if: (1) before such person became
an Interested Stockholder, the board of directors of the corporation approved
either the Business Combination or the transaction in which the Interested
Stockholder became an Interested Stockholder; or (2) upon consummation of the
transaction which resulted in the stockholder becoming an Interested
Stockholder, the stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced (excluding
shares held by directors who are also officers of the corporation and by
employee stock ownership plans that do not provide employees with the right to
determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer); or (3) on or following the date on
which such person became an Interested Stockholder, the Business Combination
is approved by the board of directors of the corporation and authorized at an
annual or special meeting of stockholders (not by written consent) by the
affirmative vote of the stockholders of at least 66 2/3% of the outstanding
voting stock of the corporation not owned by the Interested Stockholder.

The Business Combination restrictions described above do not apply if,
among other things: (1) the corporation's original certificate of
incorporation contains a provision expressly electing not to be governed by
the statute; (2) the holders of a majority of the voting stock of the
corporation approve an amendment to its certificate of incorporation or bylaws
expressly electing not to be governed by the statute (effective twelve (12)
months after the amendment's adoption), which amendment shall not be
applicable to any business combination with a person who was an Interested
Stockholder at or prior to the time of the amendment; or (3) the corporation
does not have a class of voting stock that is (a) listed on a national
securities exchange, (b) authorized for quotation on Nasdaq or a similar
quotation system; or (c) held of record by more than 2,000 stockholders.

The statute also does not apply to certain Business Combinations with an
Interested Stockholder when such combination is proposed after the public
announcement of, and before the consummation or abandonment of, a merger or
consolidation, a sale of 50% or more of the aggregate market value of the
assets of the corporation on a consolidated basis or the aggregate market
value of all outstanding shares of the corporation, or a tender offer for 50%
or more of the outstanding voting shares of the corporation, if the triggering
transaction is with or by a person who either was not an Interested
Stockholder during the previous three years or who became an Interested
Stockholder with board of director approval, and if the transaction is
approved or not opposed by a majority of the current directors who were also
directors prior to any person becoming an Interested Stockholder during the
previous three years.

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In addition to any action required by law, the Union Bankshares'
Certificate contains a provision that requires the affirmative vote of the
holders of at least two-thirds of the then outstanding shares of capital stock
of Union Bankshares entitled to vote generally in the election of directors as
a condition for Business Combinations (defined below) involving Union
Bankshares and an Interested Stockholder (defined below). For purposes of the
Union Bankshares Articles, "Business combination" is defined to mean: (1) any
merger or consolidation involving Union Bankshares or any of its subsidiaries;
(2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition
by Union Bankshares or any of its subsidiaries of assets with a fair market
value of $3 million or more; (3) the issuance or transfer by Union Bankshares
or any subsidiary of any securities of Union Bankshares or any subsidiary to
an Interested Stockholder in exchange for cash, securities or other properties
having a fair market value of $3 million or more; or (4) any reclassification
of securities, or recapitalization of the corporation, or any merger or
consolidation of the corporation with any of its subsidiaries or any other
transaction (whether or not with or into or otherwise involving an Interested
Stockholder) which would have the effect of increasing the voting power of an
Interested Stockholder or any Affiliate of any Interested Stockholder.

An "Interested Stockholder" is defined to mean any person (other than the
corporation or any of its subsidiaries, Charles R. Harrison, Bruce E. Hall or
Herman J. Zueck and any affiliate thereof) who or which: (1) is the beneficial
owner of 5 percent or more of Union Bankshares' voting stock; or (2) is an
Affiliate (defined below) of the corporation and at any time within the two
year period immediately prior to the date in question was the beneficial owner
of 5 percent or more of the voting stock; or (3) is an assignee or has
otherwise succeeded to any shares of voting stock which were at any time
within the two year period immediately prior to the date in question
beneficially owned by any Interested Stockholder, if such assignment or
succession shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the
Securities Act.

The requirement of the affirmative vote of the holders of at least two-
thirds of the then outstanding shares of capital stock of Union Bankshares
entitled to vote generally in the election of directors can be waived in the
following circumstances: (a) the Business Combination is approved by a
majority of the Disinterested Directors (defined below); or (b) certain
minimum price and procedural requirements are met. A "Disinterested Director"
is a director of Union Bankshares who is either (1) unaffiliated with the
Interested Stockholder and was a member of the board prior to the time that
the Interested Stockholder became an Interested Stockholder, or (2) a
successor of a Disinterested Director who is unaffiliated with the Interested
Stockholder and is recommended or elected to succeed a Disinterested Director
by a majority of Disinterested Directors then on the board of directors.

Kansas law relating to Business Combinations is virtually identical to
Delaware law (refer to discussion of Delaware law, above). The Gold Banc
Articles expressly elect to be covered by the Business Combinations
restrictions.

Shareholder Rights Plan

Gold Banc has in effect a shareholder rights plan and has entered into a
rights agreement with American Stock Transfer & Trust Company, as Rights
Agent. The rights plan provides for a dividend distribution of one one-
thousandth of a share of Series A Preferred Stock (a "Right") to be attached
to each outstanding share of Gold Banc common stock. As a result of the
merger, each share of Gold Banc common stock received in the merger will also
represent one Right. The Rights are not currently exercisable or transferable
apart from the Gold Banc common stock.

The Rights will become exercisable if a person or group acquires 15% or
more of the Gold Banc common stock (and thereby becomes an "Acquiring Person")
or announces a tender offer or exchange offer that would increase the
Acquiring Person's beneficial ownership to 15% or more of the outstanding Gold
Banc common stock, subject to certain exceptions. After the Rights become
exercisable, each Right entitles the holder (other than the Acquiring Person)
to purchase Gold Banc common stock that has a market value of two times the
exercise price of the Right. If Gold Banc is acquired in a merger or other
business transaction, each exercisable Right entitles the holder to purchase
common stock of the Acquiring Person or an affiliate that has a market value
of two times the exercise price of the Right.

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The Rights issued under the Gold Banc shareholder rights plan may make any
merger not approved by Gold Banc's board of directors prohibitively expensive,
because the Rights allow Gold Banc shareholders to purchase the voting
securities of Gold Banc or a potential acquirer at one-half of the fair market
value.

Union Bankshares does not have a shareholders rights plan.

EXPERTS

The financial statements included in the Gold Banc Annual Report on Form
10-K for the year ended December 31, 1998, that are incorporated herein by
reference, have been audited by KPMG LLP, independent public accountants, as
stated in their reports included in the Form 10-K, and have been incorporated
by reference herein in reliance upon such reports given upon the authority of
that firm as experts in accounting and auditing.

The financial statements of American Bancshares, Inc., included in the Gold
Banc Current Report on Form 8-K, dated November 19, 1999, that are
incorporated herein by reference, have been audited by PricewaterhouseCoopers
LLP, independent public accountants, as stated in their reports included in
the Form 8-K, and have been incorporated by reference herein in reliance upon
such reports given upon authority of that firm as experts in accounting and
auditing.

The audited financial statements of CountryBanc Holding Company,
incorporated by reference in this registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

The audited financial statements of First Business Bancshares of Kansas
City, Inc., incorporated by reference, have been audited by Baird, Kurtz &
Dobson, independent public accountants, as indicated in their reports included
in Form 8-K, and have been incorporated by reference in reliance upon such
reports given on the authority of that firm as experts in accounting and
auditing.

The audited financial statements of Union Bankshares included in this joint
proxy statement/prospectus and elsewhere in the registration statement have
been audited by Baird, Kurtz and Dobson, independent public accountants, as
indicated by their report with respect thereto, and are included herein in
reliance upon such reports given upon the authority of that firm as experts in
accounting and auditing.

LEGAL MATTERS

The legality of the Gold Banc common stock to be issued pursuant to the
merger has been passed upon for Gold Banc by Stinson, Mag & Fizzell, P.C.
Stinson, Mag & Fizzell, P.C. also will pass upon federal income tax matters in
connection with the merger. See "The Proposed Merger--Federal Income Tax
Consequences" on page 21. Davis, Graham, Stubbs LLP, Denver, Colorado, will
pass on certain matters related to the merger for Union Bankshares.

FUTURE STOCKHOLDER PROPOSALS

If the Merger is Consummated, or the Merger is Not Consummated and You Are a
Gold Banc Stockholder:

A stockholder proposal may be considered at Gold Banc's 2000 Annual Meeting
of Stockholders only if it meets the following requirements set forth in Gold
Banc's Bylaws. First, the stockholder making the proposal must be a
stockholder of record on the record date for such meeting, must continue to be
a stockholder of record at the time of such meeting, and must be entitled to
vote thereat. Second, the stockholder must deliver or cause

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to be delivered a written notice to Gold Banc's Secretary. The Secretary must
receive such notice no later than December 2, 1999.

The notice shall specify: (a) the name and address of the stockholder as
they appear on the books of Gold Banc; (b) the class and number of shares of
Gold Banc's stock that are beneficially owned by the stockholder; (c) any
material interest of the stockholder in the proposed business described in the
notice; (d) if such business is a nomination for director, each nomination
sought to be made, together with the reasons for each nomination, a
description of the qualifications and business or professional experience of
each proposed nominee and a statement signed by each nominee indicating his or
her willingness to serve if elected, and disclosing the information about him
or her that is required by the Securities and Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder to be disclosed
in the proxy materials for the meeting involved if he or she were a nominee of
Gold Banc for election as one of its directors; (e) if such business is other
than a nomination for director, the nature of the business, the reasons why it
is sought to be raised and submitted for a vote of the stockholders and if and
why it is deemed by the stockholder to be beneficial to Gold Banc; and (f) if
so requested by Gold Banc, all other information that would be required to be
filed with the Securities and Exchange Commission if, with respect to the
business proposed to be brought before the meeting, the person proposing such
business was a participant in a solicitation subject to Section 14 of the
Exchange Act. Notwithstanding satisfaction of the above, the proposed business
may be deemed not properly before the meeting if, pursuant to state law or any
rule or regulation of the SEC, it was offered as a stockholder proposal and
was omitted from the proxy materials for the meeting.

For stockholder proposals to be considered for inclusion in Gold Banc's
proxy materials for the 2000 Annual Meeting of Stockholders, the Secretary of
Gold Banc must receive such proposals no later than December 2, 1999.

If the Merger is Not Consummated and You Are a Union Bankshares Stockholder:

Union Bankshares stockholders who intend to present proposals at the 2000
annual meeting, which Union Bankshares currently expects to hold in May 2000
if the merger is not consummated, must deliver them to Union Bankshares at its
principal executive offices at least 150 days prior to the meeting or by
December 23, 1999, whichever is earlier, for inclusion in the proxy statement
and form of proxy relating to that meeting. All proposals must comply with the
applicable requirements of the federal securities laws and Union Bankshares'
Bylaws.

WHERE YOU CAN FIND MORE INFORMATION

Gold Banc. Gold Banc files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
in accordance with the informational requirements of the Securities and
Exchange Act of 1934. You may read and copy any reports, statements or other
information Gold Banc files at the SEC's public reference rooms at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the SEC's
regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies
of these materials may also be obtained from the SEC at prescribed rates by
writing to the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the public reference rooms. Gold
Banc's filings are also available to the public on the SEC Internet site that
contains reports, proxy and information statements and other information
regarding issuers who file electronically with the SEC at http\\www.sec.gov.

Union Bankshares. Union Bankshares files annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission in accordance with the informational requirements of the
Securities and Exchange Act of 1934. You may read and copy any reports,
statements or other information Union Bankshares files at the Securities and
Exchange Commission's public reference rooms at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as at the Securities and Exchange

67
<PAGE>

Commission's regional offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of these materials may also be obtained from the SEC at prescribed
rates by writing to the Public Reference Section of the Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Union Bankshares' filings are also
available to the public on the SEC Internet site that contains reports, proxy
and information statements and other information regarding issuers who file
electronically with the SEC at http\\www.sec.gov.

Gold Banc has filed with the Securities and Exchange Commission a
registration statement on Form S-4 with respect to the Gold Banc common stock
to be issued to holders of Union Bankshares common stock in connection with
the merger. This document is part of the registration statement and
constitutes a prospectus of Gold Banc in addition to being a proxy statement
of Gold Banc and Union Bankshares for their respective special meetings. This
document does not contain all of the information contained in the registration
statement or the exhibits to the registration statement as allowed by the
rules and regulations of the Securities and Exchange Commission. Copies of the
registration statement including exhibits, may be inspected, without charge,
at the offices of the Securities and Exchange Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies may be obtained from the SEC at
prescribed rates.

The Securities and Exchange Commission permits Gold Banc to incorporate by
reference information that is not contained in this document. This means that
Gold Banc can disclose important information to you by referring you to
another document filed separately with the Securities and Exchange Commission.
The information incorporated by reference is deemed to be part of this
document, except for any information superseded by information in this
document. This document incorporates by reference the following documents
previously filed with the Securities and Exchange Commission:

<TABLE>
<CAPTION>
Gold Banc SEC Filings (File No. 0-28936) Period or Date of Event
- ---------------------------------------- -----------------------
<S> <C>
Current Report on Form 8-K, filed November
19, 1999 November 19, 1999
Current Report on Form 8-K, filed November
19, 1999 November 19, 1999
Current Report on Form 8-K, filed November
19, 1999 November 19, 1999
Current Report on Form 8-K, filed November
10, 1999 November 10, 1999
Proxy Statement on Schedule 14A, filed April
1, 1999 Annual Meeting on April 28, 1999
Annual Report on Form 10-K, filed April 1,
1999 Year ended December 31, 1998
Quarterly Report on Form 10-Q, filed May 14,
1999 Quarter ended March 31, 1999
Quarterly Report on Form 10-Q, filed August
11, 1999 Quarter ended June 30, 1999
Quarterly Report on Form 10-Q, filed November
8, 1999 Quarter ended September 30, 1999

<CAPTION>
Union Bankshares SEC Filings (File No. 0-
21078) Period or Date of Event
- ----------------------------------------- -----------------------
<S> <C>
Current Report on Form 8-K, filed August 24,
1999 August 9, 1999
Proxy Statement on Schedule 14A, filed April
23, 1999 Annual Meeting on May 27, 1999
Annual Report on Form 10-KSB, filed March 31,
1999 Year ended December 31, 1998
Quarterly Report on Form 10-QSB, filed May
13, 1999 Quarter ended March 31, 1999
Quarterly Report on Form 10-QSB, filed August
13, 1999 Quarter ended June 30, 1999
Quarterly Report on Form 10-QSB, filed
November 5, 1999 Quarter ended September 30, 1999
</TABLE>

Gold Banc is also incorporating by reference additional documents filed
with Securities and Exchange Commission after the date of this document, but
prior to the date of the meetings.

Gold Banc has supplied all information contained or incorporated in this
document relating to Gold Banc. Union Bankshares has supplied all such
information relating to Union Bankshares.

68
<PAGE>

Gold Banc and Union Bankshares stockholders may obtain documents
incorporated by reference through Gold Banc or the Securities and Exchange
Commission. Documents incorporated by reference are available from Gold Banc
without charge, by requesting such documents in writing or by telephone from
Gold Banc at:

Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, Kansas 66211
Telephone Number: (913) 451-8050
Attention: Keith E. Bouchey

If you would like to request documents from us, please do so by
, 2000 in order to receive them before the meetings. Documents
will be sent first class mail within one day upon receipt of a request.

You should rely only on the information contained or incorporated by
reference in this document to vote on the Gold Banc proposal and the Union
Bankshares proposal. We have not authorized anyone to provide you with
information that is different from what is contained in this document. This
document is dated , 2000. You should not assume that the
information contained in this document is accurate as of any date other than
such date, and neither the mailing of this document to stockholders of Gold
Banc or Union Bankshares not the issuance of Gold Banc common stock in the
merger shall create any implication to the contrary.

69
<PAGE>

UNION BANKSHARES, LTD.

DECEMBER 31, 1998, 1997 AND 1996
(Audited)
SEPTEMBER 30, 1999 AND 1998
(Unaudited)

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
INDEPENDENT ACCOUNTANTS' REPORT............................................ F-2

CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheets........................................................... F-3

Statements of Income..................................................... F-4

Statements of Comprehensive Income (Loss)................................ F-5

Statements of Stockholders' Equity....................................... F-6

Statements of Cash Flows................................................. F-7

Notes to Financial Statements............................................ F-8
</TABLE>

F-1
<PAGE>

Independent Accountants' Report

The Board of Directors
Union Bankshares, Ltd.
Denver, Colorado

We have audited the accompanying consolidated balance sheets of UNION
BANKSHARES, LTD. as of December 31, 1998 and 1997, and the related
consolidated statements of income, comprehensive income (loss), stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these 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 audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the 1998 and 1997 consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of UNION BANKSHARES, LTD. as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for each of the three years in
the period ended December 31, 1998, in conformity with generally accepted
accounting principles.

As described in Note 1, in 1997, the Company retroactively changed its
method of computing earnings per share to adopt the provisions of Financial
Accounting Standards Board Statement No. 128.

/s/ BAIRD, KURTZ & DOBSON
Denver, Colorado
January 20, 1999

F-2
<PAGE>

UNION BANKSHARES, LTD.

CONSOLIDATED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
September 30, December 31,
-------------------------- -------------------------
1999 1998 1998 1997
------------ ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C>
Cash and due from banks.. $ 14,528,000 $ 17,140,000 $ 18,914,000 $ 15,314,000
Federal funds sold....... 7,200,000 11,000,000 26,505,000 11,400,000
------------ ------------ ------------ ------------
Total Cash and Cash
Equivalents.......... 21,728,000 28,140,000 45,419,000 26,714,000
Held-to-maturity
securities ............. 34,045,000 25,786,000 27,469,000 27,929,000
Available-for-sale
securities.............. 111,728,000 58,515,000 77,594,000 37,180,000
Other investments........ 1,949,000 970,000 988,000 916,000
Loans, net............... 166,440,000 125,625,000 144,517,000 120,659,000
Mortgage loans held for
sale.................... -- 2,504,000 4,285,000 1,253,000
Excess of cost over fair
value of net assets
acquired, net of
amortization............ 6,765,000 2,551,000 7,169,000 2,720,000
Premises and equipment... 3,245,000 2,030,000 3,276,000 1,378,000
Accrued interest
receivable.............. 2,451,000 1,636,000 1,542,000 1,353,000
Other assets............. 3,537,000 1,641,000 2,318,000 1,403,000
------------ ------------ ------------ ------------
Total Assets.......... $351,888,000 $249,398,000 $314,577,000 $221,505,000
============ ============ ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits:
Demand.................. $ 85,095,000 $ 67,038,000 $ 78,017,000 $ 57,565,000
NOW..................... 26,865,000 18,009,000 25,852,000 18,914,000
Money Market............ 82,246,000 61,245,000 65,452,000 65,074,000
Savings................. 18,702,000 11,836,000 19,221,000 10,798,000
Time.................... 79,251,000 58,935,000 83,108,000 37,725,000
------------ ------------ ------------ ------------
Total Deposits........ 292,159,000 217,063,000 271,650,000 190,076,000
Notes payable............ 28,600,000 11,000,000 10,000,000 12,000,000
Guaranteed Preferred
Beneficial Interests in
Company's Debentures.... 10,304,000 -- 10,304,000 --
Accrued interest payable. 338,000 252,000 471,000 187,000
Other liabilities........ 976,000 1,224,000 1,808,000 1,020,000
------------ ------------ ------------ ------------
Total Liabilities..... 332,377,000 229,539,000 294,233,000 203,283,000
------------ ------------ ------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock, $.001
par value; authorized
1,355,790 shares; issued
and outstanding -0-
shares.................. -- -- -- --
Common stock, $.001 par
value; authorized
10,000,000 shares;
issued and outstanding
1998--2,342,014 shares;
1997--2,332,014 shares.. 2,000 2,000 2,000 2,000
Additional paid-in
capital................. 9,672,000 9,610,000 9,639,000 9,583,000
Retained earnings........ 11,114,000 9,631,000 10,060,000 8,384,000
Accumulated other
comprehensive income:
Unrealized
(depreciation)
appreciation on
available-for-sale
securities, net of
applicable income
taxes of $(683,000);
$347,000; $365,000 and
$116,000 in 1999,
1998, 1998 and 1997,
respectively........... (1,277,000) 616,000 643,000 253,000
------------ ------------ ------------ ------------
Total Stockholders'
Equity............... 19,511,000 19,859,000 20,344,000 18,222,000
------------ ------------ ------------ ------------
Total Liabilities and
Stockholders' Equity. $351,888,000 $249,398,000 $314,577,000 $221,505,000
============ ============ ============ ============
</TABLE>

See Notes to Consolidated Financial Statements

F-3
<PAGE>

UNION BANKSHARES, LTD.

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Nine Months Ended
September 30,
(Unaudited) Year Ended December 31,
----------------------- -----------------------------------
1999 1998 1998 1997 1996
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on
loans.................. $11,033,000 $ 9,385,000 $12,585,000 $11,448,000 $ 9,404,000
Interest on investment
securities:
U.S. government
agencies and
corporations.......... 5,201,000 2,189,000 3,121,000 2,887,000 2,215,000
State and other
political
subdivisions.......... 1,020,000 1,018,000 1,415,000 1,399,000 1,730,000
Interest on federal
funds sold and
interest-bearing
deposits in other
banks................. 334,000 487,000 796,000 226,000 177,000
----------- ----------- ----------- ----------- -----------
Total Interest
Income.............. 17,588,000 13,079,000 17,917,000 15,960,000 13,526,000
----------- ----------- ----------- ----------- -----------
INTEREST EXPENSE
Deposits................ 5,284,000 3,932,000 5,519,000 4,121,000 3,736,000
Federal funds purchased. 137,000 2,000 2,000 110,000 91,000
Notes payable........... 1,458,000 582,000 799,000 887,000 385,000
----------- ----------- ----------- ----------- -----------
Total Interest
Expense............. 6,879,000 4,516,000 6,320,000 5,118,000 4,212,000
----------- ----------- ----------- ----------- -----------
NET INTEREST INCOME..... 10,709,000 8,563,000 11,597,00 10,842,000 9,314,000
PROVISION FOR LOAN
LOSSES................. 102,000 243,000 278,000 360,000 285,000
----------- ----------- ----------- ----------- -----------
NET INTEREST INCOME
AFTER PROVISION FOR
LOAN LOSSES............ 10,607,000 8,320,000 11,319,000 10,482,000 9,029,000
----------- ----------- ----------- ----------- -----------
NONINTEREST INCOME
Service charges......... 491,000 292,000 405,000 371,000 368,000
Gain on sale of
available-for-sale
securities, net........ 266,000 25,000 43,000 101,000 162,000
Other................... 531,000 398,000 514,000 486,000 507,000
----------- ----------- ----------- ----------- -----------
Total Noninterest
Income.............. 1,288,000 715,000 962,000 958,000 1,037,000
----------- ----------- ----------- ----------- -----------
NONINTEREST EXPENSE
Salaries and employee
benefits............... 5,387,000 4,009,000 5,311,000 4,477,000 3,994,000
Amortization of excess
of cost over fair value
of net assets acquired. 404,000 170,000 232,000 226,000 226,000
Occupancy and equipment. 1,513,000 1,095,000 1,537,000 1,232,000 1,223,000
Other operating
expenses............... 3,023,000 2,273,000 3,187,000 2,518,000 2,173,000
----------- ----------- ----------- ----------- -----------
Total Noninterest
Expense............. 10,327,000 7,547,000 10,267,000 8,453,000 7,616,000
----------- ----------- ----------- ----------- -----------
INCOME BEFORE INCOME
TAXES AND EXTRAORDINARY
ITEM................... 1,568,000 1,488,000 2,014,000 2,987,000 2,450,000
INCOME TAXES............ 514,000 240,000 377,000 851,000 540,000
----------- ----------- ----------- ----------- -----------
INCOME BEFORE
EXTRAORDINARY ITEM..... 1,054,000 1,248,000 1,637,000 2,136,000 1,910,000
EXTRAORDINARY ITEM
Loss on early
extinguishment of debt
(net of applicable
income taxes of
$201,000).............. -- -- -- -- 337,000
----------- ----------- ----------- ----------- -----------
NET INCOME.............. $ 1,054,000 $ 1,248,000 $ 1,637,000 $ 2,136,000 $ 1,573,000
=========== =========== =========== =========== ===========
EARNINGS PER SHARE
BASIC
Income before
extraordinary item.... $ .45 $ .53 $ .70 $ .92 $ .83
Extraordinary item,
net................... $ -- $ -- $ -- $ -- $ (.15)
Net income............. $ .45 $ .53 $ .70 $ .92 $ .68
Weighted average
number of common
shares outstanding.... 2,348,875 2,338,446 2,339,119 2,317,056 2,298,804
DILUTED
Income before
extraordinary item.... $ .40 $ .47 $ .62 $ .84 $ .79
Extraordinary item,
net................... $ -- $ -- $ -- $ -- $ (.14)
Net income............. $ .40 $ .47 $ .62 $ .84 $ .65
Weighted average
number of common
shares outstanding.... 2,634,270 2,630,620 2,622,753 2,534,904 2,415,488
</TABLE>

See Notes to Consolidated Financial Statements

F-4
<PAGE>

UNION BANKSHARES, LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
----------------------- ----------------------------------
1999 1998 1998 1997 1996
----------- ---------- ---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
NET INCOME.............. $ 1,054,000 $1,248,000 $1,637,000 $2,136,000 $1,573,000

OTHER COMPREHENSIVE
INCOME (LOSS)
Unrealized appreciation
(depreciation) on
available-for-sale
securities, net of
income taxes of
$(1,194,000), $221,000,
$195,000, $-0-, and
$(214,000) for
September 30, 1999 and
1998 and December 31,
1998, 1997, and 1996,
respectively........... (2,087,000) 347,000 416,000 -- (360,000)

Unrealized appreciation
on investment
securities transferred
from available-for-sale
to held-to-maturity
including amortization. -- -- -- (32,000) (42,000)
----------- ---------- ---------- ---------- ----------
LESS: reclassification
adjustment for realized
(gain) losses included
in net income, net of
income taxes of
$91,000, $10,000,
$15,000, $38,000, and
$60,000, for September
30, 1999 and 1998 and
December 31, 1998,
1997, and 1996,
respectively........... 167,000 16,000 (26,000) (63,000) (102,000)
COMPREHENSIVE INCOME
(LOSS)................. $ (866,000) $1,611,000 $2,207,000 $2,041,000 $1,069,000
=========== ========== ========== ========== ==========
</TABLE>

See Notes to Consolidated Financial Statements

F-5
<PAGE>

UNION BANKSHARES, LTD.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
Accumulated
Other
Comprehensive
Income
--------------
Unrealized
Appreciation
(Depreciation)
Additional on Available-
Paid-in for-Sale Retained
Shares Amount Capital Securities Earnings Total
--------- ------ ---------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31,
1995................... 2,291,340 $2,000 $9,383,000 $ 852,000 $ 4,675,000 $14,912,000
Shares issued for stock
option plan........... 4,540 -- 25,000 -- -- 25,000
Shares issued upon
conversion and
retirement of notes... 4,084 -- 26,000 -- -- 26,000
Net change in
unrealized
appreciation of
available-for-sale
securities, net of
income taxes of
$238,000.............. -- -- -- (462,000) -- (462,000)
Unrealized appreciation
on investment
securities transferred
from available-for-
sale to held-to-
maturity including
amortization.......... -- -- -- (42,000) -- (42,000)
Net income............. -- -- -- -- 1,573,000 1,573,000
--------- ------ ---------- ----------- ----------- -----------
BALANCE, DECEMBER 31,
1996................... 2,299,964 2,000 9,434,000 348,000 6,248,000 16,032,000
Shares issued for stock
option plan........... 32,050 -- 149,000 -- -- 149,000
Net change in
unrealized
appreciation of
available-for-sale
securities, net of
income taxes of
$33,000............... -- -- -- (63,000) -- (63,000)
Net change in
unrealized
appreciation on
investment securities
transferred from
available-for-sale to
held-to-maturity
including
amortization.......... -- -- -- (32,000) -- (32,000)
Net income............. -- -- -- -- 2,136,000 2,136,000
--------- ------ ---------- ----------- ----------- -----------

BALANCE, DECEMBER 31,
1997................... 2,332,014 $2,000 $9,583,000 $ 253,000 $ 8,384,000 $18,222,000
Shares issued for stock
option plan........... 10,000 -- 56,000 -- -- 56,000
Net change in
unrealized
appreciation of
available-for-sale
securities, net of
income taxes of
$249,000.............. -- -- -- 390,000 -- 390,000
Increase in retained
earnings due to stock
option plans.......... -- -- -- -- 39,000 39,000
Net income............. -- -- -- -- 1,637,000 1,637,000
--------- ------ ---------- ----------- ----------- -----------
BALANCE, DECEMBER 31,
1998................... 2,342,014 2,000 9,639,000 643,000 10,060,000 20,344,000
Shares issued for stock
option plan........... 6,000 -- 33,000 -- -- 33,000
Net change in
unrealized
appreciation of
available-for-sale
securities, net of
income taxes of
$(1,103,000).......... -- -- -- (1,920,000) -- (1,920,000)
Net income............. -- -- -- -- 1,054,000 1,054,000
--------- ------ ---------- ----------- ----------- -----------
BALANCE, SEPTEMBER 30,
1999................... 2,348,014 $2,000 $9,672,000 $(1,277,000) $11,114,000 $19,511,000
========= ====== ========== =========== =========== ===========
</TABLE>

See Notes to Consolidated Financial Statements

F-6
<PAGE>

UNION BANKSHARES, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Nine Months Ended
September 30,
(Unaudited) Year Ended December 31,
-------------------------- -------------------------------------
1999 1998 1998 1997 1996
------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Cash Flows from
Operating Activities
Net income............ $ 1,054,000 $ 1,248,000 $ 1,637,000 $ 2,136,000 $ 1,573,000
Adjustments to
reconcile net income
to net cash provided
by (used in)
operating
activities:
Gain on sale of
securities......... (266,000) (25,000) (41,000) (101,000) (162,000)
Extraordinary item.. -- -- -- -- 337,000
Federal Home Loan
Bank stock
dividend........... (54,000) (54,000) (72,000) (53,000) --
Amortization
(accretion) of
premium/discount on
investments........ 349,000 92,000 455,000 (140,000) (2,323,000)
Amortization of
deferred loan fees,
net of costs....... (1,152,000) (752,000) (1,296,000) (955,000) (395,000)
Deferred income
taxes.............. (1,168,000) (59,000) (230,000) (216,000) (125,000)
Provision for loan
losses............. 102,000 243,000 278,000 360,000 285,000
Depreciation and
amortization....... 569,000 327,000 491,000 415,000 429,000
Amortization of
excess of cost over
fair value of net
assets acquired.... 404,000 169,000 232,000 226,000 226,000
Changes in:
Mortgage loans held
for sale........... 4,285,000 (1,251,000) (3,032,000) (1,253,000) --
Accrued interest
receivable......... (909,000) (283,000) 72,000 (246,000) (22,000)
Prepaid expenses and
other assets....... 144,000 (179,000) (581,000) 7,000 (83,000)
Accrued interest
payable............ (133,000) 65,000 97,000 92,000 (135,000)
Other liabilities... (531,000) 204,000 671,000 103,000 (13,000)
------------ ------------ ----------- ----------- -----------
Net cash provided
by (used in)
operating
activities....... $ 2,694,000 (255,000) (1,319,000) 375,000 (408,000)
------------ ------------ ----------- ----------- -----------
Cash Flows from
Investing Activities
Proceeds from
maturities of
available-for-sale
securities........... 12,639,000 19,295,000 24,932,000 8,809,000 8,600,000
Proceeds from
maturities of held-
to-maturity
securities........... 5,996,000 5,236,000 6,995,000 8,652,000 3,473,000
Proceeds from sale of
available-for-sale
securities........... 17,149,000 2,207,000 2,312,000 13,161,000 34,111,000
Purchase of
available-for-sale
securities........... (75,320,000) (42,343,000) (55,426,000) (24,077,000) (38,731,000)
Purchase of held-to-
maturity securities.. (3,958,000) (3,237,000) (6,710,000) (7,003,000) (1,010,000)
Purchase of other
investments.......... (961,000) (54,000) -- (369,000) (85,000)
Net decrease
(increase) in loans.. (20,674,000) (4,457,000) 104,000 (21,086,000) (19,004,000)
Purchase of Lakewood
State Bank, net of
cash acquired........ -- -- 520,000 -- --
Purchase of premises
and equipment........ (548,000) (979,000) (1,306,000) (220,000) (295,000)
Proceeds from sale of
other real estate
owned................ 150,000 -- -- -- --
------------ ------------ ----------- ----------- -----------
Net cash used in
investing
activities....... (65,527,000) (24,332,000) (28,579,000) (22,133,000) (12,941,000)
------------ ------------ ----------- ----------- -----------
Cash Flows from
Financing Activities
Net increase in
demand deposits,
money market, NOW,
and savings
accounts............. 24,366,000 5,777,000 8,700,000 23,547,000 11,665,000
Net increase
(decrease) in time
deposits............. (3,857,000) 21,210,000 31,543,000 10,120,000 4,569,000
Change in federal
funds purchased...... -- -- -- (6,200,000) 2,200,000
Proceeds from
issuance of notes
payable.............. 33,600,000 -- -- 10,000,000 4,000,000
Principal repayments
of notes payable..... (15,000,000) (1,000,000) (2,000,000) (1,500,000) (7,077,000)
Proceeds from
issuance of common
stock................ 33,000 26,000 56,000 149,000 51,000
Proceeds from
issuance of
Guaranteed
Preferred Beneficial
Interests in
Company's
Debentures........... -- -- 10,304,000 -- --
------------ ------------ ----------- ----------- -----------
Net cash provided
by financing
activities....... 39,142,000 26,013,000 48,603,000 36,116,000 15,408,000
------------ ------------ ----------- ----------- -----------
Net (Decrease) Increase
in Cash and Cash
Equivalents........... (23,691,000) 1,426,000 18,705,000 14,358,000 2,059,000
Cash and Cash
Equivalents, Beginning
of Year............... 45,419,000 26,714,000 26,714,000 12,356,000 10,297,000
------------ ------------ ----------- ----------- -----------
Cash and Cash
Equivalents, End of
Year.................. $ 21,728,000 $28,140,000 $45,419,000 $26,714,000 $12,356,000
============ ============ =========== =========== ===========
</TABLE>

See Notes to Consolidated Financial Statements

F-7
<PAGE>

UNION BANKSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

Note 1: Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Union Bank and Trust (Bank) is a wholly-owned subsidiary of Union
Bankshares, Ltd. (Bankshares) (collectively referred to as Company). The Bank
provides a full range of banking services to customers, primarily living in
the Denver metropolitan area, through its home office and three branch
facilities located in the Denver area. The Bank is subject to competition from
other financial institutions. The Bank is also subject to the regulation of
certain federal and state agencies and undergoes periodic examinations by
those regulatory authorities.

Use of Estimates

The preparation of 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 financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change
relate to the determination of the allowance for loan losses and the valuation
of real estate acquired in connection with foreclosures or in satisfaction of
loans. In connection with the determination of the allowance for loan losses
and the valuation of foreclosed assets held for sale, management obtains
independent appraisals for significant properties.

Management believes that the allowance for loan losses and the valuation of
foreclosed assets held for sale are adequate. While management uses available
information to recognize losses on loans and foreclosed assets held for sale,
changes in economic conditions may necessitate revision of these estimates in
future years. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the Bank's allowance for loan
losses and valuation of foreclosed assets held for sale. Such agencies may
require the Bank to recognize additional losses based on their judgments of
information available to them at the time of their examination.

Principles of Consolidation

The consolidated financial statements include the accounts of Union
Bankshares, Ltd. and its wholly-owned subsidiary, Union Bank and Trust. All
significant intercompany balances and transactions have been eliminated.

Operating Segments

The Bank is organized on a branch by branch basis, upon which management
makes decisions regarding how to allocate resources and assess performance.
Each of the branch banks provides a group of similar community banking
services, including such core products and services as loans, time deposits,
checking and saving accounts, as well as products that compliment these core
products.

Cash and Cash Equivalents

The Company considers all liquid investments with original maturities of
three months or less to be cash equivalents. At December 31, 1998, cash
equivalents consisted of federal funds sold.

F-8
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Pursuant to normal banking practices, the Bank is required to maintain
certain balances (reserves) with the Federal Reserve Bank. Included in cash
and due from banks in the accompanying consolidated balance sheets are
required reserve balances of approximately $4,263,000 and $1,525,000 at
December 31, 1998 and 1997, respectively.

As of December 31, 1998, the Company had approximately $5,330,000 on
deposit in one financial institution.

Investments in Debt and Equity Securities

Available-for-sale securities, which include any security for which the
Company has no immediate plan to sell but which may be sold in the future, are
carried at fair value. Realized gains and losses, based on specifically
identified amortized cost of the specific security, are included in other
income. Unrealized gains and losses are recorded, net of related income tax
effects, in stockholders' equity. Premiums and discounts are amortized and
accreted, respectively, to interest income using the level-yield method over
the period to maturity.

Held-to-maturity securities, which include any security for which the
Company has the positive intent and ability to hold until maturity, are
carried at historical cost adjusted for amortization of premiums and accretion
of discounts. Premiums and discounts are amortized and accreted, respectively,
to interest income using the level-yield method over the period to maturity.

Interest and dividends on investments in debt and equity securities are
included in income when earned.

Fee Income

Loan origination fees, net of direct origination costs, are recognized as
income using the level-yield method over the term of the loans.

Loans

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

Allowance for Loan Losses

The allowance for loan losses is increased by provisions charged to expense
and reduced by loans charged off, net of recoveries. The allowance is
maintained at a level considered adequate to provide for potential loan
losses, based on management's evaluation of the loan portfolio, as well as on
prevailing and anticipated economic conditions and historical losses by loan
category. General allowances have been established, based upon the
aforementioned factors, and allocated to the individual loan categories,
including consumer loans and real estate mortgage loans that are collectively
evaluated. Allowances are accrued on specific loans evaluated for impairment
for which the basis of each loan, including accrued interest, exceeds the
discounted amount of expected future collections of interest and principal or,
alternatively, the fair value for loan collateral using a single risk category
method of identification.

A loan is considered impaired when it is probable that the Bank will not
receive all amounts due according to the contractual terms of the loan. This
includes loans that are delinquent 90 days or more (nonaccrual loans)

F-9
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

and certain other loans identified by management. Accrual of interest is
generally discontinued, and interest accrued and unpaid is removed, at the
time such amounts are delinquent 90 days. Interest is recognized for
nonaccrual loans only upon receipt, and only after all principal amounts are
current according to the terms of the contract. Loans are charged off when, in
the opinion of management, all or a portion of the principal outstanding is no
longer collectible.

Mortgage Loans Held for Sale

Mortgage loans held for sale are normally sold within 120 days of
origination and are carried at the lower of cost or market. Gains and losses
resulting from sales of mortgage loans are recognized when the respective
loans are sold to investors. Gains and losses are determined by the difference
between the selling price and the carrying amount of the loans sold, net of
discounts collected or paid and considering a normal servicing rate.

Premises and Equipment

Depreciable assets are stated at cost less accumulated depreciation.
Depreciation is charged to expense using the straight-line method over the
estimated useful lives of the assets. Leasehold improvements are capitalized
and amortized using the straight-line method over the terms of the respective
leases or the estimated useful lives of the improvements, whichever is
shorter.

Excess of Cost Over Fair Value of Net Assets Acquired

Excess costs of the purchased subsidiary acquired by the Company in 1985 in
excess of the fair value of underlying net tangible assets is amortized on a
straight-line basis over a 25 year period. The remaining balance is being
amortized through 2009 at a rate of approximately $226,000 per year. The
excess cost over purchase price of the branch bank acquired in 1998 is also
being amortized on a straight-line basis over a 15 year life at an annual rate
of $312,000 through 2014. Amortization expense related to the purchased
subsidiary and branch bank in 1998 was $232,000.

Foreclosed Assets Held for Sale

Assets acquired by foreclosure or in settlement of debt and held for sale
are valued at estimated fair value as of the date of foreclosure, and a
related valuation allowance is provided for estimated costs to sell the
assets. Management evaluates the value of foreclosed assets held for sale
periodically and increases the valuation allowance for any subsequent declines
in fair value. Increases in the valuation allowance and gains/losses on sales
of foreclosed assets are included in noninterest expense, net.

Debt Issuance Costs

Debt issuance costs associated with the issuance of the 9.0% Cumulative
Trust Preferred Securities are being amortized over a ten year period.

Income Taxes

Deferred tax liabilities and assets are recognized for the tax effects of
differences between the financial statement and tax bases of assets and
liabilities. A valuation allowance is established to reduce deferred tax
assets if it is more likely than not that a deferred tax asset will not be
realized.

F-10
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Earnings Per Common Share

Basic earnings per share is computed based on the weighted average number
of common shares outstanding during each period.

Diluted earnings per share is computed assuming exercise of all stock
options having exercise prices less than the average market price of the
common stock using the treasury stock method.

All share and per share amounts have been restated to reflect the two-for-
one stock split which was voted on and approved by stockholders on May 27,
1998.

Note 2: Investments in Debt and Equity Securities

The amortized cost and approximate fair value of held-to-maturity
securities was as follows at September 30, 1999 (unaudited), December 31, 1998
and 1997:

<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gains Losses Fair Value
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
September 30, 1999 (unaudited)
U.S. Government agencies and
corporations.................. $30,313,000 $ -- $(68,000) $30,245,000
Obligations of state and
political subdivisions........ 3,732,000 150,000 -- 3,882,000
----------- -------- -------- -----------
$34,045,000 $150,000 $(68,000) $34,127,000
=========== ======== ======== ===========
1998:
U.S. Government agencies and
corporations.................. $21,591,000 $501,000 $(12,000) $22,080,000
Obligations of state and
political subdivisions........ 5,878,000 462,000 -- 6,340,000
----------- -------- -------- -----------
$27,469,000 $963,000 $(12,000) $28,420,000
=========== ======== ======== ===========
1997:
U.S. Government agencies and
corporations.................. $21,989,000 $383,000 $ (1,000) $22,371,000
Obligations of state and
political subdivisions........ 5,940,000 370,000 -- 6,310,000
----------- -------- -------- -----------
$27,929,000 $753,000 $ (1,000) $28,681,000
=========== ======== ======== ===========
</TABLE>

Maturities of held-to-maturity securities at December 31, 1998:

<TABLE>
<CAPTION>
Amortized Approximate
Cost Fair Value
----------- -----------
<S> <C> <C>
One year or less....................................... $ -- $ --
After one year through five years...................... 4,439,000 4,552,000
After five years through ten years..................... 3,735,000 3,919,000
After ten years........................................ 1,538,000 1,710,000
Mortgage-backed and other debt securities.............. 17,757,000 18,239,000
----------- -----------
$27,469,000 $28,420,000
=========== ===========
</TABLE>

F-11
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

The amortized cost and approximate fair value of available-for-sale
securities was as follows at September 30, 1999 (unaudited), December 31, 1998
and 1997:

<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gains Losses Fair Value
------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
September 30, 1999
(unaudited)
U.S. Government agencies
and corporations.......... $ 92,533,000 $ 91,000 $(1,949,000) $ 90,675,000
U.S. Treasury securities... -- -- -- --
Obligations of state and
political subdivisions.... 21,155,000 235,000 (337,000) 21,053,000
------------ ---------- ----------- ------------
$113,688,000 $ 326,000 $(2,286,000) $111,728,000
============ ========== =========== ============
1998:
U.S. Government agencies
and corporations.......... $ 54,438,000 $ 276,000 $ (10,000) $ 54,704,000
U.S. Treasury securities... 3,611,000 48,000 -- 3,659,000
Obligations of state and
political subdivisions.... 18,482,000 774,000 (25,000) 19,231,000
------------ ---------- ----------- ------------
$ 76,531,000 $1,098,000 $ (35,000) $ 77,594,000
============ ========== =========== ============
1997:
U.S. Government agencies
and corporations.......... $ 12,804,000 $ 7,000 $ (30,000) $ 12,781,000
U.S. Treasury securities... 6,027,000 43,000 -- 6,070,000
Obligations of state and
political subdivisions.... 16,981,000 388,000 (39,000) 17,330,000
Commercial paper........... 999,000 -- -- 999,000
------------ ---------- ----------- ------------
$ 36,811,000 $ 438,000 $ (69,000) $ 37,180,000
============ ========== =========== ============
</TABLE>

Maturities of available-for-sale securities at December 31, 1998:

<TABLE>
<CAPTION>
Amortized Approximate
Cost Fair Value
----------- -----------
<S> <C> <C>
One year or less................................. $ 8,286,000 $ 8,295,000
After one year through five years................ 14,292,000 14,508,000
After five years through ten years............... 19,391,000 19,763,000
Due after ten years.............................. 7,014,000 7,337,000
Mortgage-backed and other debt securities........ 27,548,000 27,691,000
----------- -----------
$76,531,000 $77,594,000
=========== ===========
</TABLE>

The book value of securities pledged as collateral, to secure notes
payable, public deposits, and for other purposes, amounted to $55,125,000 at
December 31, 1998 and $29,008,000 at December 31, 1997. The approximate fair
value of pledged securities amounted to $56,249,000 at December 31, 1998 and
$29,725,000 at December 31, 1997.

Gross gains of $43,000, $131,000, and $349,000 and gross losses of $2,000,
$46,000, and $187,000 resulting from sales of available-for-sale securities
were realized for 1998, 1997 and 1996, respectively.

The Company redesignated available-for-sale securities with an aggregate
amortized cost of $5,061,000 and $8,830,000 to the held-to-maturity portfolio
during 1997 and 1996, respectively.

The Bank, as a member of the Federal Home Loan Bank (FHLB) system, is
required to maintain an investment in capital stock of the FHLB. As a member,
the Bank has access to a $19,396,000 credit line which is secured by
investment securities. No ready market exists for the FHLB stock, and it has
no quoted market

F-12
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

value. Such stock is recorded at cost and reported as other investments. As
discussed in Note 6, the Bank had advances outstanding at September 30, 1999
and December 31, 1998, of $28,600,000 and $10,000,000, respectively.

Note 3: Loans and Allowance for Loan Losses

Categories of loans at December 31, 1998 and 1997, include:

<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Commercial.................................... $105,618,000 $ 87,929,000
Real estate mortgage.......................... 4,101,000 4,297,000
Real estate construction...................... 12,881,000 9,625,000
Consumer...................................... 24,595,000 20,933,000
------------ ------------
147,195,000 122,784,000
Allowance for loan losses..................... (2,678,000) (2,125,000)
------------ ------------
Net loans..................................... $144,517,000 $120,659,000
============ ============
</TABLE>

Transactions in the allowance for loan losses were as follows:

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Balance, beginning of year........... $2,125,000 $1,754,000 $1,448,000
---------- ---------- ----------
Allowance for loan losses of acquired
institution......................... 350,000 -- --
---------- ---------- ----------
Charge offs.......................... (86,000) (24,000) (29,000)
Recoveries........................... 11,000 35,000 50,000
---------- ---------- ----------
Net (charge offs) recoveries......... (75,000) 11,000 21,000
Provision charged to operating
expenses............................ 278,000 360,000 285,000
---------- ---------- ----------
Balance, end of year................. $2,678,000 $2,125,000 $1,754,000
========== ========== ==========
</TABLE>

Impaired loans totaled $2,380,000 and $73,000 at December 31, 1998 and
1997, respectively. An allowance for loan losses totaled $362,000 and $19,000
related to impaired loans at December 31, 1998 and 1997, respectively. At
December 31, 1998 and 1997, all impaired loans had allocated allowances.

Interest of $158,000 and $8,000 was recognized on average impaired loans of
$1,612,000 and $98,000 for 1998 and 1997, respectively. No interest was
recognized on impaired loans on a cash basis during 1998 and 1997.

Note 4: Premises and Equipment

Major classifications of premises and equipment, stated at cost, at
December 31, were as follows:

<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Land.............................................. $ 150,000 $ --
Building.......................................... 750,000 --
Leasehold improvements............................ 2,056,000 1,485,000
Furniture and equipment........................... 3,082,000 2,162,000
---------- ----------
6,038,000 3,647,000
Less accumulated depreciation and amortization.... (2,762,000) (2,269,000)
---------- ----------
Net premises and equipment........................ $3,276,000 $1,378,000
========== ==========
</TABLE>

F-13
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Note 5: Deposits

Interest bearing deposits in denominations of $100,000 or more were
$44,231,000 on December 31, 1998, and $19,969,000 on December 31, 1997.

At December 31, 1998, the scheduled maturities of time deposits were as
follows:

<TABLE>
<S> <C>
1999.......................................................... $51,424,000
2000.......................................................... 10,923,000
2001.......................................................... 7,566,000
2002.......................................................... 57,000
2003 and thereafter........................................... 13,138,000
-----------
$83,108,000
===========
</TABLE>

Note 6: Notes Payable

Notes payable at September 30, 1999 (unaudited), December 31, 1998 and
1997, consisted of the following components:

<TABLE>
<CAPTION>
September
30, 1999
(unaudited) 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Advances from FHLB................... $28,600,000 $10,000,000 $10,000,000
Note payable to financial
institution......................... -- -- 2,000,000
----------- ----------- -----------
Total notes payable.................. $28,600,000 $10,000,000 $12,000,000
=========== =========== ===========

The Bank entered into two $5,000,000 advance agreements with the FHLB on
January 21, 1997. One advance has an interest rate of 6.34% and matured
January 14, 1999. The other advance has an interest rate of 6.5% and matures
January 14, 2000. During 1999, the Bank entered into two additional $5,000,000
advance agreements with the FHLB at interest rates of 5.44% and 5.11% that
mature on October 1, 1999 and November 5, 1999, respectively. The Bank also
entered into a $10,000,000 FHLB advance agreement at an interest rate of
5.39%, maturing October 15, 1999. Additionally, the Bank entered into a line-
of-credit agreement with the FHLB with outstanding borrowings as of September
30, 1999 of $3,600,000 bearing interest at a daily floating rate, repayable at
any time. The advances are secured by pledges of securities as discussed in
Note 2.

Note 7: Guaranteed Preferred Beneficial Interests in Company's Debentures

<CAPTION>
1998 1997
----------- -----------
<S> <C> <C> <C>
Guaranteed Preferred Beneficial Interests In
Company's Debentures............................ $10,304,000 $ 0
=========== ===========
</TABLE>

On October 14, 1998, the Company formed a wholly-owned business trust (the
Trust) to issue preferred securities representing undivided beneficial
interests in the assets of the Trust. The sole assets of the Trust are $10.3
million aggregate principal amount of the Company's 9.00% Subordinated
Debenture Notes due December 17, 2028, which are redeemable on or after
December 17, 2003. Such securities qualify as Tier I Capital for regulatory
purposes.

F-14
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Note 8: Income Taxes

The provision for income taxes consists of:

<TABLE>
<CAPTION>
1998 1997 1996
--------- ---------- ---------
<S> <C> <C> <C>
Taxes currently payable................. $ 607,000 $1,067,000 $ 464,000
Deferred income taxes................... (230,000) (216,000) (125,000)
--------- ---------- ---------
$ 377,000 $ 851,000 $ 339,000
========= ========== =========
</TABLE>

The tax effects of temporary differences related to deferred taxes shown in
the December 31, balance sheets are:

<TABLE>
<CAPTION>
1998 1997
---------- ---------
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses....................... $ 761,000 $ 572,000
Accrued expenses................................ 160,000 96,000
Deferred loan fees.............................. 167,000 134,000
Deferred compensation........................... 37,000 24,000
Furniture, equipment, and improvements.......... -- 52,000
Other real estate owned......................... 94,000 --
Other........................................... -- 9,000
---------- ---------
1,219,000 887,000
---------- ---------
Deferred tax liabilities:
Federal Home Loan Bank Stock.................... (47,000) (20,000)
Furniture, equipment, and improvements.......... (65,000) --
Unrealized gains on available-for-sale
securities..................................... (365,000) (116,000)
Other........................................... (27,000) --
---------- ---------
(504,000) (136,000)
---------- ---------
Net deferred tax asset........................ $ 715,000 $ 751,000
========== =========
</TABLE>

A reconciliation of income tax expenses at the statutory rate to the
Company's actual income tax is shown below:

<TABLE>
<CAPTION>
1998 1997 1996
-------- ---------- --------
<S> <C> <C> <C>
Computed at the statutory rate (34%)..... $685,000 $1,016,000 $651,000
Increase (decrease) in income taxes
resulting from:
Tax-exempt interest.................... (367,000) (328,000) (406,000)
Amortization of excess of investment in
subsidiary over net assets acquired... 79,000 79,000 79,000
State income taxes, net of federal tax
benefit............................... 16,000 17,000 24,000
Nondeductible interest................. 42,000 30,000 25,000
Other, net............................. (78,000) 37,000 (34,000)
-------- ---------- --------
Income tax expense....................... $377,000 $ 851,000 $339,000
======== ========== ========
</TABLE>

F-15
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Note 9: Earnings Per Share

A reconciliation of the numerators and denominators of the basic and
diluted earnings per share calculation for income before extraordinary item is
shown below for the years ended December 31, 1998, 1997 and 1996:

<TABLE>
<CAPTION>
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
<S> <C> <C> <C>
1998
Income before extraordinary item............ $1,637,000 2,339,119
Basic earnings per share.................. $.70
====
Effect of dilutive securities:
Stock options............................. -- 283,634
---------- ---------
Diluted earnings per share.................. $1,637,000 2,622,753 $.62
========== ========= ====

1997
Income before extraordinary item............ $2,136,000 2,317,056
Basic earnings per share.................. $.92
====
Effect of dilutive securities:
Stock options............................. -- 217,848
---------- ---------
Diluted earnings per share.................. $2,136,000 2,534,904 $.84
========== ========= ====

1996
Income before extraordinary item............ $1,910,000 2,298,804
Basic earnings per share.................. $.83
====
Effect of dilutive securities:
Stock options............................. -- 116,684
---------- ---------
Diluted earnings per share.................. $1,910,000 2,415,488 $.79
========== ========= ====
</TABLE>

Note 10: Commitments and Credit Risks

The Bank grants commercial, residential, and other installment loans to
customers throughout the state of Colorado and, in addition, invests in
municipal obligations of various entities in the state.

Lines of credit are agreements to lend to a customer as long as there is no
violation of any condition established in the contract. Lines of credit
generally have fixed expiration dates. Since a portion of the line may expire
without being drawn upon, the total unused lines do not necessarily represent
future cash requirements. Each customer's creditworthiness is evaluated on a
case-by-case basis. The amount of collateral obtained, if deemed necessary, is
based on management's credit evaluation of the counterparty. Collateral held
varies but may include accounts receivable, inventory, property, plant and
equipment, commercial real estate, and residential real estate. Management
uses the same credit policies in granting lines of credit as it does for on
balance sheet instruments.

At December 31, 1998 and 1997, the Bank had granted unused lines of credit
to borrowers aggregating approximately $58,719,000 and $45,875,000,
respectively. At December 31, 1998, unused lines of credit consisted of
approximately $57,771,000 for commercial lines and $948,000 for open-end
consumer lines.

F-16
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. Those guarantees are
primarily issued to support public and private borrowing arrangements,
including commercial paper, bond financing, and similar transactions. The
credit risk involved in issuing letters of credit is essentially the same as
that involved in extending loans to customers.

The Bank had total outstanding letters of credit amounting to $1,318,000
and $948,000 at December 31, 1998 and 1997, respectively, with terms ranging
from 15 days to two years.

At December 31, 1998 and 1997, the Bank had outstanding commitments to
originate loans aggregating approximately $12,780,000 and $9,468,000,
respectively. The commitments extended over varying periods of time with the
majority being disbursed within a one-year period.

Note 11: Operating Leases

The Bank leases premises under a noncancelable lease which expires in 2001.
The lease contains a renewal option clause for an additional five-year term
and provides for periodic rental adjustment based on the Consumer Price Index.

The estimated future minimum lease payments under noncancelable operating
leases at December 31, 1998, were as follows:

<TABLE>
<S> <C>
1999.......................................................... $ 597,000
2000.......................................................... 600,000
2001.......................................................... 582,000
2002.......................................................... 560,000
2003.......................................................... 556,000
Thereafter.................................................... 640,000
----------
Total future minimum lease payment.......................... $3,535,000
==========
</TABLE>

Total rental expense for all operating leases (net of month-to-month
sublease rental income in 1995), including certain cancelable equipment
leases, was $614,000, $509,000, and $458,000 for the years ended December 31,
1998, 1997 and 1996, respectively.

Note 12: Employee Benefit Plans and Stock Options

The Company provides a 401(k) profit sharing plan for its employees,
contributing annually to a profit sharing trust. All employees who are at
least 21 years old and who have been employed by the Company for at least one
year are eligible to participate. Total contributions were approximately
$226,000, $195,000, and $174,000 in 1998, 1997 and 1996, respectively. The
Company matches 50% of the first 6% of the participants' contributions;
additional contributions may be made at the discretion of the Board of
Directors. Company contributions are 20% vested after the participant has
completed two years of service, with 20% incremental increases in vesting for
each of the next four years.

During the year ended December 31, 1994, the Company adopted a Non-Employee
Director Equity Compensation Plan (Compensation Plan) effective January 1,
1995. The Compensation Plan provides for the initial authorization of 50,000
shares of common stock. Under the provisions of the Compensation Plan, the
directors are compensated $6,000 annually provided certain performance
measures are met. The directors have

F-17
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

the option of accepting the Company's common stock in lieu of cash
compensation. If the director opts for common stock, the number of shares
issued is determined on the first business day of the year. The director has
voting rights on the common stock issued as compensation; however, the common
stock is restricted until the director has met all performance measures. In
January 1998 and 1997, the Company issued 2,000, and 3,750 common shares,
respectively, pursuant to the Compensation Plan at exercise prices of $24.00
and $16.00, respectively.

The Company adopted the Equity Incentive Plan (Incentive Plan) in December
1992 for certain key employees of the Company. The Incentive Plan provides for
the authorization of 624,000 shares of common stock, plus an additional
authorization of one-half percent of the outstanding shares of common stock as
of each succeeding annual anniversary of the effective date of the Incentive
Plan. Options issued within the Incentive Plan vest in three equal increments
on the date of grant and the first two anniversaries thereof, and expires ten
years after date of grant.

A summary of the status of the Incentive Plan at December 31, and changes
during the year is presented below:

<TABLE>
<CAPTION>
1998 (Restated) 1997 (Restated) 1996
----------------- ----------------- ----------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning of
year..................... 443,400 $ 5.61 429,200 $ 4.92 401,500 $4.78
Granted................... 43,700 11.38 40,600 11.75 27,700 7.63
Exercised................. (6,500) 3.97 (22,800) 4.16 -- --
Forfeited................. (1,400) 5.19 (3,600) 6.13 -- --
------- ------ ------- ------ ------- -----
Outstanding, end of year.. 479,200 $ 6.16 443,400 $ 5.61 429,200 $4.92
======= ====== ======= ====== ======= =====
Options exercisable, end
of year.................. 436,734 407,500 351,400
</TABLE>

The following table summarizes information about stock options under the
Incentive Plan outstanding at December 31, 1998:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------- -----------------------
Weighted
Average Weighted Weighted
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
-------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$4.50 154,000 4 years $ 4.50 154,000 $ 4.50
$4.00 20,000 5 years $ 4.00 20,000 $ 4.00
$3.75 to $3.81 28,000 6 years $ 3.76 28,000 $ 3.76
$5.38 166,800 7 years $ 5.38 166,800 $ 5.38
$7.63 26,300 8 years $ 7.63 26,300 $ 7.63
$11.75 40,400 9 years $11.75 27,067 $11.75
$11.38 43,700 10 years $11.38 14,567 $11.38
</TABLE>

The Company also adopted a Nonemployee Directors' Stock Option Plan
(Directors' Plan) in December 1992. An aggregate of 22,000 shares of common
stock are reserved for issuance under the Directors' Plan. Nonemployee
directors are automatically granted options to purchase 500 common shares
during each fiscal year following election to the Board. The Board of
Directors, or a committee consisting of such Board members or other persons as
may be appointed by the Board, administer the Directors' Plan. The Directors'
Plan is currently administered by the Board of Directors. Each option under
the Directors' Plan expires five years from the date of grant.

F-18
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

A summary of the status of the Directors' Plan at December 31, and changes
during the year is presented below:

<TABLE>
<CAPTION>
(Restated) (Restated)
1998 1997 1996
---------------- ---------------- ---------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning of
year........................ 9,000 $ 7.14 12,500 $10.17 10,000 $ 4.47
Granted...................... 2,000 12.50 2,000 12.07 2,500 8.00
Exercised.................... (1,500) 4.13 (5,500) 4.48 -- --
Forfeited.................... -- -- -- -- -- --
------ ------ ------ ------ ------ -------
Outstanding, end of year..... 9,500 $ 8.74 9,000 $ 7.14 12,500 $ 10.17
====== ====== ====== ====== ====== =======
Options exercisable, end of
year........................ 7,500 7,000 10,000
</TABLE>

The following table summarizes information about stock options under the
Directors' Plan outstanding at December 31, 1998:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------- -----------------------
Weighted
Average Weighted Weighted
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
-------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$ 3.75 1,500 1 years $ 3.75 1,500 $ 3.75
$ 5.50 1,500 2 years $ 5.50 1,500 $ 5.50
$ 8.00 2,500 3 years $ 8.00 2,500 $ 8.00
$12.07 2,000 4 years $12.07 2,000 $12.07
$12.50 2,000 5 years $12.50 -- $ --
</TABLE>

In May 1996, the Company adopted an "Option Bonus Plan" (Bonus Plan). The
exercise price on all options is equal to the market price of the common stock
on the date of grant. The option period expires ten years from the date the
options were granted. The options vest and are exercisable six months after
they are granted. The maximum number of shares that may be issued pursuant to
the exercise of these options is 300,000 shares.

A summary of the status of the Bonus Plan at December 31, and changes
during the year is presented below:

<TABLE>
<CAPTION>
1998 1997
---------------- ---------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
------- -------- ------ --------
<S> <C> <C> <C> <C>
Outstanding, beginning of year................. 78,586 $ 7.93 72,802 $ 7.63
Granted........................................ 129,129 11.38 5,784 11.75
Exercised...................................... -- -- -- --
Forfeited...................................... -- -- -- --
------- ------- ------ ------
Outstanding, end of year....................... 207,715 $ 10.07 78,586 $ 7.93
======= ======= ====== ======
Options exercisable, end of year............... 78,586 --
</TABLE>

F-19
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

The following table summarizes information about stock options under the
Bonus Plan outstanding at December 31, 1998:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
-------------------------------- --------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Number Contractual Exercise Number Exercise
Exercise Prices Outstanding Life Price Exercisable Price
--------------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$ 7.63 72,802 8 years $ 7.63 72,802 $ 7.63
$11.75 5,784 9 years $11.75 5,784 $11.75
$11.38 129,129 10 years $11.38 -- $ --
</TABLE>

The Company applies APB Opinion 25 and related Interpretations in
accounting for its stock option plans, and no compensation cost has been
recognized for the plans. Had compensation cost for the Company's stock option
plans been determined based on the fair value at the grant dates using
Statement of Financial Accounting Standards No. 123, the Company's net income
would have decreased by approximately $368,000, $172,000, and $323,000 in
1998, 1997 and 1996, respectively. In addition, the Company's basic earnings
per share would have decreased by $.16 per share, $.07 per share, and $.14 per
share in 1998, 1997 and 1996, respectively. Diluted earnings per share would
have decreased $.14 per share, $.07 per share, and $.14 per share,
respectively.

Note 13: Other Operating Expenses

Other operating expenses consist of the following:

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Professional services.................... $ 729,000 $ 586,000 $ 618,000
Credit card.............................. 352,000 309,000 247,000
Legal and accounting..................... 253,000 271,000 91,000
Advertising and promotion................ 286,000 200,000 144,000
Postage and delivery..................... 176,000 150,000 114,000
Software maintenance and amortization.... 164,000 140,000 124,000
Service charges.......................... 131,000 129,000 140,000
Supplies................................. 191,000 112,000 138,000
Insurance and bonds...................... 127,000 106,000 88,000
Telephone................................ 107,000 88,000 89,000
Printing................................. 124,000 86,000 93,000
Travel and entertainment................. 114,000 67,000 104,000
Dues and subscriptions................... 80,000 67,000 76,000
Deposit insurance........................ 23,000 19,000 2,000
Amortization of debt issuance costs...... 2,000 -- 17,000
Other operating expenses................. 332,000 188,000 88,000
---------- ---------- ----------
$3,191,000 $2,518,000 $2,173,000
========== ========== ==========
</TABLE>

Note 14: Business Acquisitions

On December 17, 1998, the Company acquired all the outstanding shares of
Lakewood State Bank common stock for $8,350,000, including $7,515,000 in cash
and $835,000 held on deposit at the Bank. The acquisition has been accounted
for as a purchase by recording the assets and liabilities of the acquiree at
their estimated

F-20
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

market values at the acquisition date. The consolidated operations of the
Company include the operations of the acquiree, which was liquidated into
another branch bank from the acquisition date. Unaudited Pro Forma
consolidated operations assuming the purchase was made at the beginning of
each year are shown below:

<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Net Interest Income.................. $12,580,000 $12,099,000 $10,399,000
Net Income........................... $ 1,386,000 $ 1,795,000 $ 1,285,000
Basic earnings per share............. 0.57 0.77 0.56
</TABLE>

The Pro Forma results are not necessarily indicative of what would have
occurred had the acquisition been on those date, nor are they necessarily
indicative of future operations.

Pro Forma data reflect the amortization expense from revaluing Lakewood
State Bank's investment portfolio, additional interest expense related to the
financing of the purchase, and amortization expense related to debt issuance
costs and the excess of cost over the fair value of assets acquired. These
items each affect income tax expense proportionally.

Note 15: Transactions With Related Parties

At December 31, 1998 and 1997, the Bank had loans outstanding to
shareholders, executive officers, and directors of the Company and their
affiliates, in the amount of $3,341,000 and $2,175,000, respectively. New
loans made to shareholders, executive officers, and directors of the Company
and their affiliates approximated $1,510,000 and $716,000, and repayments
approximated $344,000 and $221,000 for the years ended December 31, 1998 and
1997, respectively.

In management's opinion, such loans and other extensions of credit and
deposits were made in the ordinary course of business and were made on
substantially the same terms (including interest rates and collateral) as
those prevailing at the time of comparable transactions with other persons.
Further, in management's opinion, these loans did not involve more than normal
risk of collectability or present other unfavorable features.

From time to time, the Bank purchases loans from a locally owned mortgage
company until the mortgage company sells the loans into the secondary mortgage
market. The loans are then sold back to the mortgage company. Initially, the
Bank receives interest during its holding period of prime plus .50%. All
origination fees and interest on the loan in excess of the rate payable to the
Bank are retained by the mortgage company. If the mortgage is not sold within
specified periods, the Bank is entitled to receive all of the interest paid on
the mortgage from inception and may be entitled to receive all or a portion of
the origination fees. The mortgage company provides loan servicing during the
period that the mortgage is held by the Bank. During the years ended December
31, 1998, 1997 and 1996, the Bank earned interest income on such loans of
$276,000, $59,000, and $6,000, respectively. During the years ended December
31, 1998, 1997 and 1996, the Bank purchased loans in the amounts of
$48,364,000, $5,762,000, and $4,106,000 and sold loans in the amount of
$44,079,000, $4,509,000, and $4,106,000, respectively. All loans sold back to
the mortgage company are without recourse to the Bank. The Chairman of the
Board of the Bank is a director and treasurer of the mortgage company.

Note 16: Subsequent Events

On January 14, 1999, the Bank transferred $15,405,000 of available-for-sale
securities to held-to-maturity.

F-21
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Note 17: Additional Cash Flow Information

The Company purchased all of the capital stock of Lakewood State Bank for
$8,350,000 ($7,515,000 in cash and $835,000 held on deposit at the Bank). In
conjunction with the acquisition, assets acquired and liabilities assumed are
as follows:

<TABLE>
<S> <C>
Fair value of assets acquired................................ $50,020,000
Cash paid for the capital stock.............................. (7,515,000)
-----------
Liabilities assumed........................................ $42,505,000
===========
</TABLE>

Additional Cash Payment Information

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Income taxes paid....................... $ 638,000 $ 819,000 $ 397,000
========== ========== ==========
Interest paid........................... $5,900,000 $5,012,000 $4,347,000
========== ========== ==========

Non-cash Investing Activities

Reclassification of securities from
available-for-sale to held-to-maturity
at fair value.......................... $ -- $5,092,000 $8,808,000
========== ========== ==========
</TABLE>

F-22
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Note 18: Condensed Financial Information--Parent Company Only

Financial statements of the parent company, Union Bankshares, Ltd., are
shown below and should be read in conjunction with the consolidated financial
statements.

CONDENSED BALANCE SHEETS

DECEMBER 31, 1998 and 1997

<TABLE>
<CAPTION>
ASSETS 1998 1997
------ ----------- -----------
<S> <C> <C>
Cash................................................... $ 2,432,000 $ 311,000
Available-for-sale securities.......................... 2,685,000 3,700,000
Excess of cost over fair value of net assets acquired,
net of amortization................................... 2,494,000 2,720,000
Investment in subsidiary............................... 22,550,000 13,757,000
Accrued interest receivable............................ 37,000 40,000
Income taxes receivable................................ 33,000 --
Deferred income taxes.................................. -- 26,000
Other assets........................................... 577,000 --
----------- -----------
Total Assets....................................... $30,808,000 $20,554,000
=========== ===========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
LIABILITIES
Cumulative Trust Preferred Securities................ $10,304,000 $ --
Note payable......................................... -- 2,000,000
Accrued interest payable............................. 36,000 --
Other liabilities.................................... 124,000 332,000
----------- -----------
Total Liabilities.................................. 10,464,000 2,332,000
----------- -----------
STOCKHOLDERS' EQUITY
Common stock......................................... 1,000 1,000
Additional paid-in capital........................... 9,640,000 9,584,000
Unrealized gains on subsidiary's available-for-sale
securities.......................................... 643,000 253,000
Retained earnings.................................... 10,060,000 8,384,000
----------- -----------
Total Stockholders' Equity......................... 20,344,000 18,222,000
----------- -----------
Total Liabilities and Stockholders' Equity......... $30,808,000 $20,554,000
=========== ===========
</TABLE>

F-23
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

CONDENSED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING INCOME
Dividends from subsidiary............... $ 1,000,000 $ 1,600,000 $ 1,250,000
Interest income......................... 157,000 224,000 241,000
----------- ----------- -----------
Total operating income................ 1,157,000 1,824,000 1,491,000
----------- ----------- -----------
OPERATING EXPENSES
Interest................................ 157,000 268,000 385,000
Amortization of excess of investment in
subsidiary over net assets acquired.... 228,000 226,000 226,000
Salaries and employee benefits.......... 374,000 479,000 354,000
Occupancy and equipment................. 36,000 13,000 13,000
Other................................... 516,000 305,000 321,000
----------- ----------- -----------
Total operating expenses.............. 1,311,000 1,291,000 1,299,000
----------- ----------- -----------
INCOME BEFORE EQUITY IN UNDISTRIBUTED
EARNINGS OF SUBSIDIARY, INCOME TAX
BENEFIT, AND EXTRAORDINARY ITEM.......... (154,000) 533,000 192,000
EQUITY IN UNDISTRIBUTED EARNINGS OF
SUBSIDIARY............................... 1,424,000 1,337,000 1,398,000
INCOME TAX BENEFIT........................ 367,000 266,000 320,000
----------- ----------- -----------
INCOME BEFORE EXTRAORDINARY ITEM.......... 1,637,000 2,136,000 1,910,000
EXTRAORDINARY ITEM
Loss on early extinguishment of debt
(net of applicable income taxes of
$201,000).............................. -- -- 337,000
----------- ----------- -----------
NET INCOME................................ $ 1,637,000 $ 2,136,000 $ 1,573,000
=========== =========== ===========
</TABLE>

F-24
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

CONDENSED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income............................ $ 1,637,000 $ 2,136,000 $ 1,573,000
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
(Gains) losses on repurchase of
notes payable...................... -- -- 65,000
Amortization........................ 229,000 206,000 617,000
Deferred taxes...................... 26,000 (3,000) (12,000)
Change in:
Other assets........................ (573,000) 26,000 (26,000)
Accrued interest receivable......... 2,000 (4,000) 16,000
Due from subsidiary................. -- 7,000 41,000
Equity in undistributed earnings of
subsidiary......................... (1,403,000) (1,337,000) (1,398,000)
Other liabilities................... (170,000) 164,000 (228,000)
----------- ----------- -----------
Net cash (used in) provided by
operating activities............. (252,000) 1,195,000 648,000
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of available-for-sale
securities........................... (2,686,000) (3,704,000) (6,351,000)
Capital contribution to banking
subsidiary........................... (7,000,000) -- --
Proceeds from sales of available-for-
sale securities...................... -- -- 4,890,000
Proceeds from maturities of available-
for-sale securities.................. 3,700,000 3,460,000 3,830,000
----------- ----------- -----------
Net cash provided by (used in)
investing activities............. (5,986,000) (244,000) 2,369,000
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of trust
preferred securities................. 10,304,000 -- --
Proceeds from notes payable........... -- -- 4,000,000
Principal repayments of notes payable. (2,000,000) (1,500,000) (7,077,000)
Proceeds from issuance of common
stock................................ 56,000 149,000 51,000
----------- ----------- -----------
Net cash used in financing
activities....................... 8,360,000 (1,351,000) (3,026,000)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS............................ 2,122,000 (400,000) (9,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF
YEAR................................... 311,000 711,000 720,000
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF YEAR.. $ 2,433,000 $ 311,000 $ 711,000
=========== =========== ===========
</TABLE>

Note 19: Regulatory Capital Requirements

The Company and the Bank are subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory, and possibly
additional discretionary, actions by regulators that, if undertaken, could
have a direct material effect on the Company's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, the Company and the Bank must meet specific capital guidelines that
involve quantitative measures of assets, liabilities, and certain off-balance
sheet items as calculated under regulatory accounting practices. The capital
amounts and classification are also subject to qualitative judgments by the
regulators about components, risk weighing, and other factors.

F-25
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios (set
forth in the table following) of total and Tier I capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier I capital (as
defined) to adjusted total assets (as defined). Management believes, as of
December 31, 1998, that the Company and the Bank meet all capital adequacy
requirements to which they are subject.

As of December 31, 1998, the most recent notification from the Federal
Deposit Insurance Corporation (FDIC) categorized the Company and the Bank as
well capitalized under the regulatory framework for prompt corrective action.
To be categorized as well capitalized, the Company and the Bank must maintain
minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set
forth in the table. There are no conditions or events since that notification
that management believes have changed the category.

The Company's and the Bank's actual capital amounts and ratios are also
presented in the table. In accordance with FDIC regulations, no amount has been
deducted from capital for interest rate risk.

<TABLE>
<CAPTION>
To be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
----------------- ----------------- -----------------
Amount Ratio Amount Ratio Amount Ratio
----------- ----- ----------- ----- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1998:
Total risk-based
capital (to risk-
weighted assets):
Consolidated......... $25,387,000 15.2% $13,347,000 8.0% $16,684,000 10.0%
Bank................. $19,860,000 11.8% $13,444,000 8.0% $16,805,000 10.0%
Tier I risk-based
capital (to risk-
weighted assets):
Consolidated......... $23,357,000 14.0% $ 6,673,000 4.0% $10,010,000 6.0%
Bank................. $17,752,000 10.6% $ 6,722,000 4.0% $10,083,000 6.0%
Tier I leverage capital
(to adjusted total
assets):
Consolidated......... $23,357,000 8.3% $11,261,000 4.0% $14,076,000 5.0%
Bank................. $17,752,000 6.8% $10,457,000 4.0% $13,072,000 5.0%
As of December 31, 1997:
Total risk-based
capital (to risk-
weighted assets):
Consolidated......... $17,208,000 11.2% $12,308,000 8.0% $15,386,000 10.0%
Bank................. $15,415,000 10.1% $12,216,000 8.0% $15,270,000 10.0%
Tier I risk-based
capital (to risk-
weighted assets):
Consolidated......... $15,249,000 9.9% $ 6,154,000 4.0% $ 9,231,000 6.0%
Bank................. $13,504,000 8.8% $ 6,108,000 4.0% $ 9,162,000 6.0%
Tier I leverage capital
(to adjusted total
assets):
Consolidated......... $15,249,000 6.9% $ 8,866,000 4.0% $11,083,000 5.0%
Bank................. $13,504,000 6.6% $ 8,230,000 4.0% $10,287,000 5.0%
</TABLE>

The Bank is subject to certain restrictions on the amount of dividends that
it may declare without prior regulatory approval. At December 31, 1998,
approximately $2,740,000 of retained earnings were available for dividend
declaration without prior regulatory approval.

F-26
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Note 20: Disclosures About Fair Value of Financial Instruments

The following methods and assumptions were used by the Company in estimating
the fair value of its financial instruments:

Cash and Cash Equivalents

For these short-term instruments, the carrying amount approximates fair
value.

Investment Securities

Fair values for investment securities equal quoted market prices, if
available. If quoted market prices are not available, fair values are estimated
based on quoted market prices of similar securities.

Loans

The fair value 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. Loans with
similar characteristics were aggregated for purposes of the calculations. The
carrying amount of accrued interest approximates its fair value.

Mortgage Loans Held for Sale

Fair values of mortgage loans held for sale is estimated using the quoted
market prices for securities backed by similar loans, adjusted for differences
in loan characteristics.

Deposits

The fair value of demand deposits, savings accounts, NOW accounts, and
certain money market deposits is the amount payable on demand at the reporting
date (i.e., their carrying amount). The fair value of fixed-maturity time
deposits is estimated using a discounted cash flow calculation that applies the
rates currently offered for deposits of similar remaining maturities. The
carrying amount of accrued interest payable approximates its fair value.

Notes Payable

Rates currently available to the Company for debt with similar terms and
remaining maturities are used to estimate fair value of existing debt.

Guaranteed Preferred Beneficial Interests in Company's Debentures

Rates currently available to the Company for debt with similar terms and
remaining maturities are used to estimate fair value of existing debt.

Commitments to Extend Credit and 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 counterparties. For
fixed-rate loan commitments, fair value also considers the difference between
current levels of interest rates

F-27
<PAGE>

UNION BANCSHARES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

and the committed rates. The fair value of letters of credit and lines of
credit is based on fees currently charged for similar agreements or on the
estimated cost to terminate or otherwise settle the obligations with the
counterparties at the reporting date.

The following table presents estimated fair values of the Company's
financial instruments. The fair values of certain of these instruments were
calculated by discounting expected cash flows, which method involves
significant judgments by management and uncertainties. Fair value is the
estimated amount at which financial assets or liabilities could be exchanged
in a current transaction between willing parties, other than in a forced or
liquidation sale. Because no market exists for certain of these financial
instruments and because management does not intend to sell these financial
instruments, the Company does not know whether the fair values shown below
represent values at which the respective financial instruments could be sold
individually or in the aggregate.

<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
------------------------- -------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
FINANCIAL ASSETS
Cash and due from banks.. $ 18,914,000 $ 18,914,000 $ 15,314,000 $ 15,314,000
Federal funds sold....... 26,505,000 26,505,000 11,400,000 11,400,000
Available-for-sale
securities.............. 77,594,000 77,594,000 37,180,000 37,180,000
Held-to-maturity
securities.............. 27,469,000 28,420,000 27,929,000 28,681,000
Other investments........ 988,000 988,000 916,000 916,000
Interest receivable...... 1,542,000 1,542,000 1,353,000 1,353,000
Loans, net of allowance
for loan losses......... 144,518,000 152,234,000 120,659,000 123,906,000
Mortgage loans held for
sale.................... 4,285,000 4,285,000 1,253,000 1,253,000
FINANCIAL LIABILITIES
Deposits................. 271,650,000 267,851,000 190,076,000 186,829,000
Notes payable............ 10,000,000 10,000,000 12,000,000 12,137,000
Guaranteed Preferred
Beneficial Interests in
Company's Debentures.... 10,304,000 10,304,000
Interest payable......... 471,000 471,000 187,000 187,000
UNRECOGNIZED FINANCIAL
INSTRUMENTS (net of
contract amount):
Commitments to extend
credit.................. -- -- -- --
Letters of credit...... -- -- -- --
Lines of credit........ -- -- -- --
</TABLE>

Note 21: Future Changes In Accounting Principles

The Financial Accounting Standards Board recently issued Statement No. 133
"Accounting for Derivative Instruments and Hedging Activities." Statement No.
133, which becomes effective for periods beginning after June 15, 1999,
requires that business enterprises recognized all derivative instruments
either as assets or liabilities in the financial statements and record those
instruments at fair value. Changes in fair value of these derivatives are
recognized in the statement of income or comprehensive income in the period of
change. Management has not yet determined the impact on the Company's
financial position and results of operations of adopting Statement No. 133.

F-28
<PAGE>

APPENDIX A

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

AGREEMENT AND PLAN OF REORGANIZATION

By and Among

GOLD BANC CORPORATION, INC.

GOLD BANC ACQUISITION CORPORATION VIII, INC.

and

UNION BANKSHARES, LTD.

August 9, 1999

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
ARTICLE I
DEFINITIONS........................................................... A-1
Section 1.1 Defined Terms........................................... A-1
Section 1.2 Construction............................................ A-5

ARTICLE II
THE COMPANY MERGER.................................................... A-5
Section 2.1 The Merger.............................................. A-5
Section 2.2 Effective Time of the Company Merger.................... A-5
Articles of Incorporation, Bylaws, Directors and
Section 2.3 Officers................................................ A-5
Section 2.4 Effect of Company Merger................................ A-6
Section 2.5 Further Assurances...................................... A-6
Section 2.6 Conversion of Acquisition Subsidiary Common Stock....... A-6
Section 2.7 Effect of Merger on Company Stock....................... A-6
Section 2.8 Exchange of Certificates................................ A-6
Section 2.9 Closing of the Company Transfer Books................... A-7
Section 2.10 Dividends............................................... A-7
Section 2.11 Stockholders' Approval.................................. A-7
Section 2.12 Adjustments............................................. A-7
Section 2.13 Voting Agreements....................................... A-8

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................... A-8
Section 3.1 Organization and Good Standing.......................... A-8
Section 3.2 Capital Structure....................................... A-8
Section 3.3 Authority............................................... A-9
Section 3.4 Stockholder Approval.................................... A-9
Section 3.5 No Violations........................................... A-10
Section 3.6 SEC Documents........................................... A-10
Section 3.7 Information Supplied.................................... A-11
Section 3.8 Internal Controls and Records........................... A-11
Section 3.9 Taxes................................................... A-11
Section 3.10 Title to Assets......................................... A-11
Section 3.11 Leases.................................................. A-11
Section 3.12 Intangible Properties................................... A-12
Section 3.13 Regulatory Filings...................................... A-12
Section 3.14 Insurance............................................... A-13
Section 3.15 Compliance with ERISA................................... A-13
Section 3.16 Environmental Laws...................................... A-13
Section 3.17 Labor Matters........................................... A-14
Section 3.18 Year 2000 Compliance.................................... A-14
Section 3.19 Legal Proceedings....................................... A-14
Section 3.20 Contracts............................................... A-14
Section 3.21 Required Consents....................................... A-15
Section 3.22 Broker's Fees........................................... A-15
Section 3.23 Conduct................................................. A-15
Section 3.24 Absence of Certain Events............................... A-15
Section 3.25 Loans................................................... A-16
Section 3.26 Opinion of Financial Advisers........................... A-16
</TABLE>

A-i
<PAGE>

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
Section 3.27 Accounting Matters....................................... A-16
Section 3.28 Beneficial Ownership of Gold Banc Common Stock........... A-16
Section 3.29 Undisclosed Liabilities; Adverse Agreements.............. A-16
Section 3.30 Disclosure............................................... A-16
Section 3.31 No Dissenter's .......................................... A-17
Section 3.32 Deductibility of Severance Payments...................... A-17
Section 3.33 Accruals................................................. A-17

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF GOLD BANC............................ A-17
Section 4.1 Corporate................................................ A-17
Section 4.2 Capital Structure........................................ A-17
Section 4.3 Authority................................................ A-18
Section 4.4 Stockholder Approval..................................... A-18
Section 4.5 Status of Gold Banc Common Stock to be Issued............ A-19
Section 4.6 No Violation............................................. A-19
Section 4.7 SEC Documents............................................ A-19
Section 4.8 Information Supplied..................................... A-20
Section 4.9 Internal Controls and Records............................ A-20
Section 4.10 Taxes.................................................... A-20
Section 4.11 Regulatory Filings....................................... A-20
Section 4.12 Compliance with ERISA.................................... A-21
Section 4.13 Environmental Laws....................................... A-21
Section 4.14 Year 2000 Compliance..................................... A-21
Section 4.15 Legal Proceedings........................................ A-21
Section 4.16 Required Consents........................................ A-22
Section 4.17 Broker's Fees............................................ A-22
Section 4.18 Conduct.................................................. A-22
Section 4.19 Undisclosed Liabilities; Adverse Agreements.............. A-22
Section 4.20 Disclosure............................................... A-22

ARTICLE V
COVENANTS OF THE COMPANY............................................... A-22
Section 5.1 Affirmative Covenants of the Company..................... A-22
Section 5.2 Negative Covenants of the Company........................ A-23
Section 5.3 Inspection............................................... A-24
Section 5.4 Financial Statements and Call Reports.................... A-25
Section 5.5 Tax Returns.............................................. A-25
Section 5.6 Right to Attend Meetings................................. A-25
Section 5.7 Data Processing.......................................... A-25
Section 5.8 No Solicitation.......................................... A-25
Section 5.9 Regulatory Approvals..................................... A-26
Section 5.10 Information.............................................. A-26
Section 5.11 Tax-Free Reorganization Treatment........................ A-26
Section 5.12 Pooling-of-Interest Accounting Treatment................. A-26
Section 5.13 Cooperation by the Company............................... A-26
Section 5.14 Year 2000 Compliance..................................... A-26
Section 5.15 Proxy Statement and Registration Statement............... A-26
Section 5.16 Confidentiality.......................................... A-27
Section 5.17 Employee Benefit Plans................................... A-27
Section 5.18 Deductibility of Severance Payments...................... A-27
</TABLE>

A-ii
<PAGE>

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
ARTICLE VI
COVENANTS OF GOLD BANC AND ACQUISITION SUBSIDIARY...................... A-28
Section 6.1 Regulatory Approvals..................................... A-28
Section 6.2 Information.............................................. A-28
Section 6.3 Tax-Free Reorganization Treatment........................ A-28
Section 6.4 Employee Benefit Plans; Prior Service Credit............. A-28
Section 6.5 Assumption of Company Stock Options...................... A-28
Section 6.6 Confidentiality.......................................... A-28
Section 6.7 Pooling-of-Interest Accounting .......................... A-28
Section 6.8 Cooperation by Gold Banc and Acquisition Subsidiary...... A-29
Section 6.9 Year 2000 Compliance..................................... A-29
Section 6.10 Indemnification of Directors and Insurance............... A-29
Section 6.11 Employee Bonuses......................................... A-29

ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY..................... A-29
Section 7.1 Representations, Warranties and Covenants................ A-29
Section 7.2 Regulatory Authority Approval............................ A-29
Section 7.3 Litigation............................................... A-29
Section 7.4 Approval by Stockholders................................. A-30
Section 7.5 Adverse Changes.......................................... A-30
Section 7.6 Federal Tax Opinion...................................... A-30
Section 7.7 Opinion of Counsel....................................... A-30
Section 7.8 Market Price of Gold Banc Common Stock................... A-30

ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF GOLD BANC AND ACQUISITION
SUBSIDIARY............................................................ A-30
Section 8.1 Representations, Warranties and Covenants................ A-30
Section 8.2 Adverse Changes.......................................... A-30
Section 8.3 Regulatory Authority Approval............................ A-30
Section 8.4 Litigation............................................... A-31
Section 8.5 Financial Measures....................................... A-31
Section 8.6 Approval by Stockholders................................. A-31
Section 8.7 Tax Representations...................................... A-31
Section 8.8 Affiliate Agreements..................................... A-31
Section 8.9 Federal Tax Opinion...................................... A-31
Section 8.10 Opinion of Counsel....................................... A-31
Section 8.11 Qualification for Pooling-of-Interest Treatment.......... A-31
Section 8.12 Regarding the Significant Stockholders................... A-31
Section 8.13 Company Options.......................................... A-32
Section 8.14 Deductibility of Severance Payments...................... A-32

ARTICLE IX
NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES......................... A-32
Section 9.1 No Survival of Representations and Warranties............ A-32

ARTICLE X
SECURITIES LAWS MATTERS................................................ A-32
Section 10.1 Registration Statement and Proxy Statement............... A-32
Section 10.2 State Securities Laws.................................... A-33
</TABLE>

A-iii
<PAGE>

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
Section 10.3 Publication of Combined Financial Results................ A-33
Section 10.4 Affiliates............................................... A-33
Section 10.5 Indemnification by Gold Banc............................. A-33
Section 10.6 Indemnification by the Company........................... A-33

ARTICLE XI
TERMINATION............................................................ A-34
Section 11.1 Basis for Termination.................................... A-34
Section 11.2 Effect of Termination.................................... A-34
Section 11.3 Termination Fee.......................................... A-34
Section 11.4 Specific Performance..................................... A-35

ARTICLE XII
MISCELLANEOUS.......................................................... A-35
Section 12.1 Amendment................................................ A-35
Section 12.2 Extension: Waiver........................................ A-35
Section 12.3 Expenses................................................. A-35
Section 12.4 Parties in Interest...................................... A-35
Section 12.5 Entire Agreement; Amendments; Waiver..................... A-35
Section 12.6 Notices.................................................. A-36
Section 12.7 Law Governing............................................ A-36

Signature Pages........................................................... S-1
</TABLE>

LIST OF SCHEDULES

<TABLE>
<C> <S>
Schedule 3.2(a) Options
Schedule 3.9 Tax Matters
Schedule 3.10 Owned Real Property
Schedule 3.11(a) Real Property Leases
Schedule 3.11(b) Personal Property Leases
Schedule 3.12(c) Intangible Properties
Schedule 3.15 Employee Benefit Plans
Schedule 3.19 Legal Proceedings
Schedule 3.20 Contracts
Schedule 3.21 Required Consents of Company
Schedule 3.22 Broker's Fees
Schedule 3.24 Absence of Certain Events
Schedule 3.25(b) Affiliate Loans
Schedule 4.15 Gold Banc Actions Pending
Schedule 4.16 Required Consents of Gold Banc

LIST OF EXHIBITS

Exhibit A Form of Voting Agreement
Exhibit B Form of Affiliate Letter
Exhibit C Form of Hall Non-Compete Agreement
Exhibit D Form of Harrison Non-Compete Agreement
Exhibit E Form of Zueck Non-Compete Agreement
</TABLE>

A-iv
<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of
August 9, 1999, is made by and among GOLD BANC CORPORATION, INC., a Kansas
corporation ("Gold Banc"), GOLD BANC ACQUISITION CORPORATION VIII, INC., a
Kansas corporation ("Acquisition Subsidiary"), and UNION BANKSHARES, LTD., a
Delaware corporation (the "Company").

RECITALS

A. The Boards of Directors of Gold Banc, Acquisition Subsidiary and the
Company have approved and deem it advisable and in the best interests of their
respective companies and stockholders that Gold Banc and the Company become
affiliated through the merger of the Company with and into Acquisition
Subsidiary in the manner hereinafter set forth (the "Merger" or the "Company
Merger").

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

AGREEMENT

ACCORDINGLY, in consideration of the premises, the mutual covenants and
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, the following terms
have the following meanings:

"280G Opinion Letter" shall have the meaning set forth in Section 8.14
hereof.

"401(k) Plan" shall have the meaning set forth in Section 5.17 hereof.

"Acquisition Proposal" means any proposal for a tender or exchange offer, a
merger, consolidation or other business combination, recapitalization,
liquidation, dissolution or similar transaction involving the Company or any
Subsidiary, or any proposal or offer to acquire in any manner, directly or
indirectly, a material equity interest in, or a material amount of voting
securities of (with the acquisition of beneficial ownership of 15% or more of
the Company's or any Subsidiary's voting securities being deemed to be
material for this purpose), or, outside the ordinary course of business, any
sale of a significant amount of assets of, the Company or any Subsidiary, or
similar transactions involving the Company or any Subsidiary, other than the
Merger.

"Acquisition Subsidiary" means Gold Banc Acquisition Corporation VIII,
Inc., a Kansas corporation, and its successors and assigns.

"Acquisition Subsidiary Common Stock" shall have the meaning set forth in
Section 2.6 hereof.

"Action" means any action, suit, claim, demand, petition, arbitration,
inquiry, proceeding or investigation by or before any Governmental Entity or
arbitrator.

"Affiliate Letter" shall have the meaning set forth in Section 8.8 hereof.
<PAGE>

"Agreement" means this Agreement and Plan of Reorganization, together with
the Schedules and Exhibits hereto.

"Average Gold Banc Stock Price" means the average of the closing sales
price of Gold Banc Common Stock as reported by Nasdaq on each of the ten
consecutive trading days immediately preceding the third trading day prior to
the Effective Time.

"Bank" means Union Bank & Trust, a Colorado banking corporation.

"BHC Act" means the Banking Holding Company Act of 1956, as amended, and
the regulations promulgated pursuant thereto.

"Business Day" means a day other than Saturday, Sunday or another day on
which commercial banks in Kansas are authorized or required by law to close.

"Closing" means the consummation of the transactions contemplated hereby.

"Closing Date" shall have the meaning set forth in Section 2.2 hereof.

"Code" means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated pursuant thereunder.

"Company" means Union Bankshares, Ltd., a Delaware corporation, and its
successors and assigns.

"Company Common Stock" means the common stock, par value $.001 per share,
of the Company.

"Company Confidential Information" shall have the meaning set forth in
Section 6.6 hereof.

"Company Merger" shall have the meaning set forth in the Recitals hereof.

"Company Plans" shall have the meaning set forth in Section 3.15 hereof.

"Company Preferred Stock" means the preferred stock, par value $.001 per
share, of the Company.

"Company SEC Documents" shall have the meaning set forth in Section 3.6
hereof.

"Company Stock Options" shall have the meaning set forth in Section 3.2(a)
hereof.

"Company's Counsel" shall have the meaning set forth in Section 8.10
hereof.

"Consent" means a consent, approval, authorization, waiver or notification
from any Person or Governmental Entity.

"Contract" means any contract, agreement, mortgage, deed of trust,
indenture, instrument, promissory note, lease, license, or other legally
binding commitment or arrangement.

"Damages" means all losses, claims, damages, costs, fines, penalties,
obligations, judgments, payments, liabilities, deficiencies and diminutions in
value (including those arising out of any Action), together with all
reasonable costs and expenses (including reasonable outside attorneys' fees
and reasonable out-of-pocket expenses) incurred in connection with any of the
foregoing.

"DGCL" means the Delaware General Corporation Law, title 8 of the Delaware
Code, as amended from time to time.

"Employment Agreements" means the existing employment agreements, each
dated December 31, 1992, between the Company and each of the Significant
Stockholders.

A-2
<PAGE>

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder as in effect at the
applicable time.

"Exchange Agent" shall have the meaning set forth in Section 2.8 hereof.

"Effective Time" shall have the meaning set forth in Section 2.2 hereof.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations promulgated pursuant thereto.

"GAAP" means United States generally accepted accounting principles,
applied on a basis consistent with prior periods, as in effect on the date of
this Agreement. All references herein to financial statements prepared in
accordance with GAAP shall mean in accordance with GAAP consistently applied
throughout the period to which reference is made.

"Gold Banc" means Gold Banc Corporation, Inc., a Kansas corporation, and
its successors and assigns.

"Gold Banc Common Stock" means the common stock, par value $1.00 per share,
of Gold.

"Gold Banc Confidential Information" shall have the meaning set forth in
Section 5.15 hereof.

"Gold Banc Measurement Price" means the average of the closing sales price
of Gold Banc Common Stock as reported by Nasdaq on each of the ten (10)
consecutive trading days ending on the day immediately preceding the meeting
of the stockholders of the Company held to vote on this Agreement.

"Gold Banc Plans" shall have the meaning set forth in Section 4.12 hereof.

"Gold Banc Preferred Stock" means the preferred stock, no par value per
share, of Gold.

"Gold Banc SEC Documents" shall have the meaning set forth in Section 4.7
hereof.

"Gold Banc's Counsel" shall have the meaning set forth in Section 8.9
hereof.

"Governmental Entity" means any federal, state or local government, any of
its subdivisions, agencies, authorities, commissions, boards or bureaus, and
any federal, state or local court or tribunal.

"IRS" means the United States Internal Revenue Service.

"KGCC" means the Kansas General Corporation Code, as amended from time to
time.

"Laws" means any federal, state, local, municipal or other constitution,
statute, rule, regulation or ordinance or common law of any state.

"Lease" means any Real Property Lease or Personal Property Lease.

"Leased Facilities" shall have the meaning set forth in Section 3.11(a)
hereof.

"Leased Personal Property" shall have the meaning set forth in Section
3.11(b) hereof.

"License" means any permit, license, variance, exemption, order, franchise
or approval from any Person or Governmental Entity.

A-3
<PAGE>

"Lien" means any lien, mortgage, deed of trust, security interest, charge,
claim, imposition, community property interest, option, pledge, right of first
refusal, retention of title agreement, easement, encroachment, condition,
reservation, covenant or other encumbrance affecting title or the use, benefit
or value of the asset in question, including without limitation any
restriction on transfer, receipt of income or any other attribute of
ownership.

"Merger" shall have the meaning set forth in the Recitals hereof.

"Nasdaq" means the Nasdaq National Market System.

"Order" means any order, judgment, injunction, decree, determination or
award of any Governmental Entity or arbitrator.

"Person" means any natural person, corporation, partnership, limited
liability company, trust, unincorporated organization or other entity.

"Personal Property Leases" shall have the meaning set forth in Section
3.11(b) hereof.

"Proxy Statement" shall have the meaning set forth in Section 10.1 hereof.

"Real Property Leases" shall have the meaning set forth in Section 3.11(a)
hereof.

"Registration Statement" shall have the meaning set forth in Section 10.1
hereof.

"Rule 4460" shall have the meaning set forth in Section 4.3(a) hereof.

"SEC" means the United States Securities and Exchange Commission and the
staff thereof.

"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder as in effect at the applicable
time.

"Significant Stockholders" means, collectively, Bruce E. Hall, Charles R.
Harrison and Herman J. Zueck and their heirs, successors and assigns.

"Subsidiaries" means, collectively, the Bank and the Trust, and
"Subsidiary" means either one of the Subsidiaries.

"Surviving Corporation" shall have the meaning set forth in Section 2.1
hereof.

"Total Equity Capital" means, with respect to any Person, the sum of
outstanding capital stock, paid in capital, retained earnings and current
earnings year to date, all determined in accordance with GAAP, but excluding
any FAS 115 adjustments.

"Termination Fee" shall have the meaning set forth in Section 11.3 hereof.

"Trust" means the Delaware Business Trust formed by the Company on October
14, 1998.

"Trust Common Securities" shall have the meaning set forth in Section
3.2(c) hereof.

"Trust Preferred Securities" shall have the meaning set forth in Section
3.2(c) hereof.

"Welfare Plans" shall have the meaning set forth in Section 5.17 hereof.

"Year 2000 Problem" means the risk that computer applications used by the
applicable Person may be unable to recognize and properly perform date
sensitive functions involving certain dates prior to and any date after
December 31, 1999.

A-4
<PAGE>

"Year 2000 Compliant" means the ability to perform date sensitive functions
for all dates before and after January 1, 2000.

Section 1.2 Construction.

(a) Unless the context otherwise requires or unless otherwise provided
herein the terms defined in this Agreement which refer to a particular
agreement, instrument or document also refer to and include all renewals,
extensions, modifications, amendments, and restatements of such agreement,
instrument or document.

(b) As used in this Agreement, accounting terms not defined in Section
1.1, and accounting terms partly defined in Section 1.1 to the extent not
defined, shall have the respective meanings given to them under GAAP.

(c) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement. Section, subsection,
schedule and exhibit references are to this Agreement unless otherwise
specified. Whenever an item or items are listed after the word "including,"
such listing is not intended to be a listing that excludes items not
listed.

(d) Words of the masculine gender shall be deemed and construed to
include correlative words of the feminine and neuter genders. Unless the
context shall otherwise indicate, words importing the singular number shall
include the plural and vice versa, and words importing person shall include
individuals, corporations, partnerships, joint ventures, associations,
joint-stock companies, trusts, unincorporated organizations and governments
and any agency or political subdivision thereof.

ARTICLE II

THE COMPANY MERGER

Section 2.1 The Merger. Upon the terms and subject to the conditions of
this Agreement, at the Effective Time, the Company shall be merged with and
into Acquisition Subsidiary and the separate existence and corporate
organization of the Company shall thereupon cease and the Company and
Acquisition Subsidiary shall thereupon be a single corporation. Acquisition
Subsidiary shall be the surviving corporation in the Merger (the "Surviving
Corporation") and the separate corporate existence of Acquisition Subsidiary
shall continue unaffected and unimpaired by the Merger.

Section 2.2 Effective Time of the Company Merger. On the Closing Date (as
hereinafter defined), the proper officers of the Company and Acquisition
Subsidiary shall execute and acknowledge appropriate certificates of merger
that shall be filed with the Kansas Secretary of State and the Delaware
Secretary of State on the first Business Day following the Closing Date, all
in accordance with the KGCC and the DGCL. The Merger shall become effective on
the date that such certificates of merger have been filed with the Kansas
Secretary of State and the Delaware Secretary of State in accordance with the
KGCC and the DGCL (the "Effective Time"). The Closing shall be on a day (the
"Closing Date") occurring not less than two (2) and not more than five (5)
Business Days before the Effective Time and not 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
Article VII and Article VIII of this Agreement at 10:00 a.m. at the office of
Gold Banc, 11301 Nall Avenue, Leawood, Kansas 66211, which day shall be
specified by notice from Gold Banc to the 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.

Section 2.3 Articles of Incorporation, Bylaws, Directors and Officers.

(a) The Articles of Incorporation and Bylaws of Acquisition Subsidiary
as in effect immediately prior to the Effective Time shall be and remain
the Articles of Incorporation and Bylaws of the Surviving

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Corporation from and after the Effective Time until amended as provided by
law, except that the name of the Surviving Corporation shall be changed to
"GBC Colorado, Inc." at the Effective Time.

(b) The officers and directors of Acquisition Subsidiary shall continue
as the officers and directors of the Surviving Corporation from and after
the Effective Time, subject to the Bylaws of the Surviving Corporation and
applicable Laws.

Section 2.4 Effect of Company Merger. Subject to Kansas law and Delaware
law, at the Effective Time (a) Acquisition Subsidiary 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 the Company and all
obligations belonging to or due each of the Company and Acquisition Subsidiary
shall be vested in Acquisition Subsidiary without further act or deed; (b)
title to any real estate or any interest therein vested in the 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) Acquisition Subsidiary shall be liable for all
the obligations of the Company, and any claim existing, or action or
proceeding pending, by or against either of the Company or Acquisition
Subsidiary, may be prosecuted to judgment with the right of appeal, as if the
Company Merger had not taken place.

Section 2.5 Further Assurances. If at any time after the Effective Time,
Acquisition Subsidiary shall consider it advisable that any further
conveyances, agreements, documents, instruments or assurances of law or other
actions or things are necessary or desirable to vest, perfect, confirm or
record in Acquisition Subsidiary 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
Acquisition Subsidiary, and otherwise to carry out the provisions of this
Agreement.

Section 2.6 Conversion of Acquisition Subsidiary Common Stock. At the
Effective Time, each share of common stock, $1.00 par value per share, of
Acquisition Subsidiary ("Acquisition Subsidiary Common Stock") issued and
outstanding immediately prior to the Effective Time shall remain issued and
outstanding, and shall be unaffected by the Company Merger.

Section 2.7 Effect of Merger on Company Stock. At the Effective Time, by
virtue of the Merger and without any action on the part of any holder thereof:

(a) Each share of 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 other than as trustee, fiduciary, nominee or 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 therefor.

(b) Each outstanding share of Company Common Stock, of which 2,350,514
shares are issued and outstanding as of the date hereof shall be converted
into the number of shares (the "Exchange Ratio") of Gold Banc Common Stock
determined by dividing $23.05 by the Average Gold Banc Stock Price, with
the Exchange Ratio being rounded to four decimal places. Notwithstanding
the foregoing, (i) if the Average Gold Banc Stock Price is greater than
$16.00, then the Exchange Ratio shall be 1.4406 and (ii) if the Average
Gold Banc Stock Price is less than $13.00, then the Exchange Ratio shall be
1.7731. Fractions of shares determined pursuant to this Section 2.7(b)
shall be rounded to three decimal places.

Section 2.8 Exchange of Certificates.

(a) Gold Banc, on behalf of Acquisition Subsidiary, shall make available
to American Stock Transfer and Trust Company, Inc., which is hereby
designated as exchange agent (the "Exchange Agent"), at and after the
Effective Time, such number of shares of Gold Banc Common Stock as shall be
issuable to the holders of Company Common Stock in accordance with Section
2.7 hereof. As soon as practicable after the

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Closing Date, Gold Banc, 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 Banc Common Stock. The Gold Banc Common Stock into
which the Company Common Stock is being converted in accordance with
Section 2.7(b) hereof shall be delivered to each stockholder of the Company
as set forth in a letter of transmittal.

(b) Notwithstanding any other provision herein, no fractional shares of
Gold Banc Common Stock and no certificates or scrip therefor or other
evidence of ownership thereof will be issued. All fractional shares of Gold
Banc Common Stock to which a holder of Company Common Stock would otherwise
be entitled to under Section 2.7 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 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 Banc Stock Price. Gold Banc, on behalf of Acquisition
Subsidiary, shall make available to the Exchange Agent, as required from
time to time, any cash necessary for this purpose.

Section 2.9 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.

Section 2.10 Dividends. No dividends or other distributions that are
declared after the Effective Time with respect to Gold Banc 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
Banc 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 Banc Common Stock shall be issued any dividends which
shall have become payable with respect to such Gold Banc 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 Banc Common Stock shall be issued any
dividend on such Gold Banc 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.

Section 2.11 Stockholders' Approval.

(a) The Company agrees to submit this Agreement and the transactions
contemplated hereby to its stockholders for approval to the extent required
and as provided by law and the Certificate of Incorporation and Bylaws of
the Company and in accordance with Section 10.1 hereof. The Company shall
use its reasonable best efforts to take all steps as shall be required for
the stockholders' meeting to obtain such approval to be held as soon as
reasonably practicable after the effective date of the Registration
Statement. Subject to the exercise of the fiduciary duties of the Company's
Board of Directors, including actions taken pursuant to Rule 14d-9 under
the Exchange Act, the Company shall, through its Board of Directors,
recommend that the stockholders of the Company approve and adopt this
Agreement and the transactions contemplated hereby and shall use its
reasonable best efforts to secure such approval.

(b) Gold Banc agrees to submit this Agreement and the transactions
contemplated hereby to its stockholders for approval to the extent required
and as provided by law, the Articles of Incorporation and Bylaws of Gold
Banc and the rules of Nasdaq. Subject to the exercise of fiduciary duties
by Gold Banc's Board of Directors, Gold Banc shall, through its Board of
Directors, recommend that the stockholders of Gold Banc approve and adopt
this Agreement and the transactions contemplated hereby and shall use its
reasonable best efforts to secure such approval.

Section 2.12 Adjustments. If at any time during the period between the date
hereof and the Effective Time, any change in the outstanding shares of Gold
Banc 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 Exchange Ratio shall be adjusted on a pro rata basis.

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Section 2.13 Voting Agreements. Concurrently with the execution and
delivery of this Agreement, each of the Significant Stockholders and Gold Banc
shall execute and deliver the Voting Agreement in the form attached hereto as
Exhibit A.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties to
Gold Banc and Acquisition Subsidiary, each of which is true and correct on the
date hereof and will be true and correct as of the Effective Time, each of
which shall be unaffected by any investigation heretofore or hereafter made by
Gold Banc or Acquisition Subsidiary or their respective representatives.

Section 3.1 Organization and Good Standing.

(a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware with all requisite
corporate power and authority to own, lease and operate its properties and
conduct its business as it is now being conducted. The Company is duly
registered as a bank holding company under the BHC Act. The Company has
heretofore made available to Gold Banc and Acquisition Subsidiary complete
and correct copies of its Certificate of Incorporation and Bylaws. The
Company is duly qualified and in good standing in all states where the
conduct of its business so requires except where failure to so qualify
would not materially and adversely affect the business, operations,
properties or financial condition of the Company.

(b) The Bank is a wholly-owned subsidiary of the Company and is a
Colorado banking corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado, with all requisite
corporate power and authority to own, lease and operate its properties and
conduct its business as it is now being conducted. The Bank has heretofore
made available to Gold Banc and Acquisition Subsidiary complete and correct
copies of its Certificate of Incorporation and Bylaws. The Bank is duly
qualified to do business in all states in which the conduct of its business
requires such qualification except where the failure to be so qualified
would not materially and adversely affect the business, operations,
properties or financial condition of the Bank.

(c) The Trust is a subsidiary of the Company and is a Delaware business
trust duly organized, validly existing and in good standing under the laws
of the State of Delaware, with all requisite trust power and authority to
own, lease and operate its properties and conduct its business as it is now
being conducted. The Trust has heretofore made available to Gold Banc and
Acquisition Subsidiary complete and correct copies of its Certificate of
Trust and Amended and Restated Trust Agreement. The Trust is duly qualified
to do business in all states in which the conduct of its business requires
such qualification except where the failure to be so qualified would not
materially and adversely affect the business, operations, properties or
financial condition of the Trust.

(d) The Company has no subsidiaries other than the Bank and the Trust.

Section 3.2 Capital Structure.

(a) The Company. As of the date hereof, the authorized capital stock of
the Company consists only of 10,000,000 shares of Company Common Stock and
500,000 shares of Company Preferred Stock, of which 2,350,514 shares of
Company Common Stock and no shares of Company Preferred Stock are issued
and outstanding. All outstanding shares of Company Common Stock are validly
issued, fully paid and nonassessable and are not subject to preemptive
rights. There are no outstanding or authorized options, warrants,
agreements, subscriptions, calls, demands or rights of any character
relating to the capital stock of the Company, whether or not issued,
including without limitation securities convertible into or evidencing

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the right to purchase any Company Common Stock, Company Preferred Stock or
any other securities of the Company, except for the options listed on
Schedule 3.2(a) hereto (the "Company Stock Options"). There are not as of
the date hereof and will not be as of the Effective Time any stockholder
agreements, voting trusts or other agreements or understandings to which
the Company is a party or by which it is bound relating to the voting of
any shares of the capital stock of the Company which will limit in any way
the solicitation of proxies by or on behalf of the Company or Gold Banc
from, or the casting of votes by, the stockholders of the Company with
respect to the Merger.

(b) Bank. The authorized capital stock of the Bank consists only of
240,000 shares of common stock, par value $12.50 per share, of which 470
shares are issued and outstanding. All of the issued and outstanding shares
of common stock of the Bank are owned beneficially and of record, free and
clear of all Liens (except for a Lien in connection with a bank stock loan
from Gold Bank, N.A.), by the Company. All outstanding shares of common
stock of the Bank are validly issued, fully paid and nonassessable. There
are no outstanding or authorized options, warrants, agreements,
subscriptions, calls, demands or rights of any character relating to the
capital stock of the Bank, whether or not issued, including without
limitation securities convertible into or evidencing the right to purchase
any common stock or any other securities of the Bank.

(c) The capital of the Trust consists only of 41,935 Nine Percent Trust
Common Securities ("Trust Common Securities") issued and outstanding and
1,355,790 Nine Percent Cumulative Trust Preferred Securities ("Trust
Preferred Securities") issued and outstanding. All of the issued and
outstanding Trust Common Securities are owned beneficially and of record,
free and clear of all Liens, by the Company. All outstanding Trust Common
Securities are validly issued, fully paid and nonassessable. There are no
outstanding or authorized options, warrants, agreements, subscriptions,
calls, demands or rights of any character relating to the capital of the
Trust, whether or not issued, including without limitation securities
convertible into or evidencing the right to purchase any Trust Common
Securities or Trust Preferred Securities or any other securities of the
Trust.

Section 3.3 Authority. The Company has all requisite corporate power and
authority to enter into this Agreement and all other agreements to be executed
and delivered by the Company pursuant hereto, and, subject, with respect to
consummation of the Merger, to approval of this Agreement and the Merger by
the stockholders of the Company in accordance with the DGCL and the Company's
Certificate of Incorporation and Bylaws, to perform its obligations hereunder
and thereunder, and to consummate the transactions contemplated hereby and
thereby. The execution and delivery of this Agreement and all other agreements
to be executed and delivered by the Company pursuant hereto and thereto, the
performance of its obligations hereunder and thereunder, and the consummation
of the transactions contemplated hereby and thereby, have been duly authorized
by all necessary corporate action on the part of the Company, subject, with
respect to consummation of the Merger, to such approval of this Agreement and
the Merger by the stockholders of the Company in accordance with the DGCL.
This Agreement has been, and all other agreements to be executed and delivered
by the Company will be prior to the Effective Time, duly executed and
delivered by the Company, subject, with respect to consummation of the Merger,
to approval of this Agreement and the Merger by the stockholders of the
Company in accordance with the DGCL, and constitutes, or will constitute, the
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.

Section 3.4 Stockholder Approval. The Board of Directors of the Company has
directed or will direct that this Agreement and the Merger contemplated hereby
be submitted to the Company's stockholders for approval at a meeting of such
stockholders and, except for adoption of this Agreement by the requisite vote
of the Company's stockholders, no other stockholder action is necessary to
approve this Agreement and to consummate the Merger contemplated hereby. The
Board of Directors will recommend that the stockholders approve this Agreement
and the Merger contemplated hereby, subject to their fiduciary duties and the
requirements of Rule 14d-9 under the Exchange Act. The affirmative vote of the
holders of a majority of the outstanding shares of Company Common Stock is the
only vote of the holders of any class or series of the Company's capital stock
necessary to approve this Agreement, and to consummate the Merger and the

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transactions contemplated hereby. No approval of a number of outstanding
shares of capital stock of the Company greater than that required by the
relevant statutory provisions is required for approval of this Agreement and
the consummation of the Merger and the transactions contemplated hereby.

Section 3.5 No Violations.

(a) The execution and delivery of this Agreement and all other
agreements to be executed and delivered by the Company pursuant hereto, the
performance of the Company's obligations hereunder and thereunder, and the
consummation of the transactions contemplated hereby and thereby, will not
conflict with, violate or constitute a breach or default under (i) the
Certificate of Incorporation or Bylaws or other organizational documents of
the Company or any Subsidiary, (ii) any provision of any Contract, Lien,
Order or other restriction of any kind or character to which the Company or
any Subsidiary is a party, or by which the Company or any Subsidiary, or
any of their assets, is bound except the loan to the Company from Gold
Bank, N.A. or (iii) result in the creation or imposition or any Lien upon
the capital stock or the assets of the Company or any Subsidiary.

(b) The Company and the Subsidiaries are not currently in violation,
breach or default of, and the consummation of the transactions contemplated
hereby will not, subject to obtaining all required regulatory approvals and
making all required state and federal securities law filings, cause any
violation, breach or default of, any Laws, Orders, Licenses or Contracts
applicable to the Company or any of the Subsidiaries except for any
violations, breaches or defaults that would not have a material adverse
effect on the business, operations, properties or financial condition of
the Company and the Subsidiaries, taken as a whole.

(c) All Licenses required or necessary for the Company or any of the
Subsidiaries to carry on their respective businesses as they are currently
conducted have been obtained and are in full force and effect. The Company
and the Subsidiaries are in compliance with all terms of the Licenses,
except where the failure to so comply would not have a material adverse
effect on the business, operations, properties or financial condition of
the Company and the Subsidiaries, taken as a whole.

Section 3.6 SEC Documents. The Company has made available to Gold Banc and
Acquisition Subsidiary a true and complete copy of each report, schedule,
registration statement and definitive proxy statement filed by the Company
with the SEC since January 1, 1996 (the "Company SEC Documents"), which are
all the documents (other than preliminary material) that the Company was
required to file with the SEC since such date. As of their respective dates,
the Company SEC Documents complied in all material respects with the
requirements of the Securities Act or the Exchange Act, as the case may be,
and the rules and regulations of the SEC thereunder applicable to such Company
SEC Documents, and none of the Company SEC Documents contained any untrue
statement of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of the Company included in the Company SEC Documents complied as to
form in all material respects with the published rules and regulations of the
SEC with respect thereto, have been prepared in accordance with GAAP (except
as may be indicated in the notes thereto or, in the case of the unaudited
statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and
present fairly, in all material respects, in accordance with applicable
requirements of GAAP (subject, in the case of the unaudited statements, to
normal, recurring adjustments, none of which were material) the consolidated
financial position of the Company and the Subsidiaries as of their respective
dates and the consolidated results of operations and the consolidated cash
flows of the Company and the Subsidiaries for the periods presented therein.
Reserves for the Company's current and deferred federal and state income tax
liabilities have been accrued in accordance with GAAP. Neither the Company nor
either of the Subsidiaries has any material liability or obligation of a type
which would be included in a balance sheet prepared in accordance with GAAP
whether related to tax or non-tax matters, accrued or contingent, due or not
yet due, liquidated or unliquidated, or otherwise, except and to the extent
disclosed or reflected in the financial statements included in the Company SEC
Documents. Since March 31, 1999 there has been no material adverse change in
the financial condition, properties, assets, liabilities or business of the
Company and the Subsidiaries, taken as a whole.

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Section 3.7 Information Supplied. When considered in the aggregate, none of
the information supplied or to be supplied by the Company for inclusion or
incorporation by reference in (i) the Registration Statement will, at the time
the Registration Statement becomes effective under the Securities Act or at
the Effective Time, 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 Statement will, at the
date mailed to stockholders of the Company and Gold Banc or at the times of
the meetings of such stockholders to be held in connection with the Merger or
at the Effective Time, 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
are made, not misleading other than information supplied or required to be
supplied by Gold Banc and Acquisition Subsidiary.

Section 3.8 Internal Controls and Records. The Company and the Subsidiaries
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 (i) in all material respects, executed in accordance
with its management's general or specific authorization, and (ii) recorded in
conformity with GAAP.

Section 3.9 Taxes. The Company and the Subsidiaries each have timely filed
all tax returns required to be filed by them, and the Company and the
Subsidiaries have timely paid and discharged all taxes due in connection with
or with respect to the filing of such tax returns and, except as disclosed on
Schedule 3.9, 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 or the appropriate Subsidiary is maintaining reserves
adequate for their payment. The liability for taxes set forth on each such tax
return adequately reflects in all material respects 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 threatening to
assert against the Company or any Subsidiary, any deficiency or claim for
additional taxes. Neither the Company nor any Subsidiary 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 assets
(excluding other real estate owned properties) of the Company or any
Subsidiary other than Liens for taxes which are not yet due and payable.
Neither the Company nor any Subsidiary has received a ruling or entered into
an agreement with the IRS or any other Governmental Entity or taxing authority
or agency that would have a material adverse effect on the business,
operations, properties or financial condition of the Company and its
Subsidiaries, taken as a whole. Immediately after the consummation of the
Merger (and without regard to any actions that may be taken by Gold Banc or
the Surviving Corporation following the Merger), the interest paid on
subordinated debentures issued by the Company to the Trust will be deductible
by the Surviving Corporation to the same extent deductible by the Company as
of the date hereof as interest payments for federal income tax purposes.

Section 3.10 Title to Assets. The Company and the Subsidiaries have good
and marketable title to and possession of all their respective real and
personal properties and assets, in each case free and clear of any Liens,
except as reflected on the Company's consolidated financial statements, the
Lien of Gold Bank, N.A. on the stock of the Bank and except for the Lien of
current taxes, covenants and restrictions of record, and other minor
imperfections of title not affecting marketability, which Liens do not
materially affect the value of such property and do not interfere with the use
made of such property by the Company or the Subsidiaries. Attached hereto as
Schedule 3.10 is a complete list of all real property owned by the Company or
any of the Subsidiaries. Since March 31, 1999, neither the Company nor any of
the Subsidiaries has entered into any agreement or commitment to sell any
property, real or personal, or any other assets of the Company or any of the
Subsidiaries other than in the ordinary course of business, nor has the
Company nor any of the Subsidiaries made any commitment or taken or failed to
take any action which would cause any Lien to attach to any property.

Section 3.11 Leases.

(a) Schedule 3.11(a) hereof contains a list of all real property leases
(the "Real Property Leases") to which the Company or any of the
Subsidiaries is a party, either as lessor or lessee (the facilities subject
to

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such Real Property Leases being referred to as the "Leased Facilities").
Each of the Real Property Leases is in full force and effect and neither
the Company nor any of the Subsidiaries nor, to the Company's knowledge,
any other party thereto has committed any material default thereunder.
Neither the Company nor any of the Subsidiaries is subject to any increase
in rentals or other costs in connection with any Leased Facility of which
the Company or any of the Subsidiaries is lessee which is not provided for
in the applicable Real Property Lease. No Consent is necessary under the
terms of any such Lease in connection with the consummation of the
transactions contemplated hereby.

(b) Schedule 3.11(b) hereof contains a list of all Leases with respect
to personal property involving an obligation in excess of $15,000 on an
annual basis or $30,000 in the aggregate (the "Personal Property Leases")
to which the Company or any of the Subsidiaries is a party, either as
lessor or lessee (the personal property subject to such Personal Property
Leases being referred to as the "Leased Personal Property"). Each of the
Personal Property Leases is in full force and effect and neither the
Company nor any of the Subsidiaries nor any other party thereto has
committed any material default thereunder. Neither the Company nor any of
the Subsidiaries is subject to any increase in rentals or other costs in
connection with any Leased Personal Property of which the Company or any of
the Subsidiaries is lessee which is not provided for in the applicable
Personal Property Lease. No Consent is necessary under the terms of any
such Lease in connection with the consummation of the transactions
contemplated hereby.

Section 3.12 Intangible Properties.

(a) None of the assets of the Company or any of the Subsidiaries is
subject to any patent or patent application, copyright or copyright
application, trademark or trademark application, or similar evidence of
ownership or the right to the use thereof by any third party, except for
assets licensed by the Company or its Subsidiaries in the ordinary course
of business.

(b) Neither the Company nor any of the Subsidiaries has infringed any
patent or patent application, copyright or copyright application, trademark
or trademark application or trade name or other proprietary or intellectual
property right of any other person, except for such matters as would not
materially and adversely affect the business, operations, properties or
financial condition of the Company and its Subsidiaries, taken as a whole,
or received any notice of a claim of such infringement.

(c) Attached hereto as Schedule 3.12(c) is a true and accurate list of
all patents, copyrights, trademarks, trade names and service marks, both
foreign and domestic, owned, possessed or used by the Company or any of the
Subsidiaries. The Company or one or more of the Subsidiaries owns the
entire right, title and interest therein and each thereof is in full force
and effect.

(d) The Company and each of the Subsidiaries have the right to use all
data and information (including without limitation confidential
information, trade secrets and know-how) necessary to permit the conduct
from and after the Effective Time of the business of the Company and each
of the Subsidiaries, as such business is and has been normally conducted,
except for such matters as would not have a material adverse effect on the
business, operations, properties or financial condition of the Company and
its Subsidiaries, taken as a whole.

Section 3.13 Regulatory Filings. The Company and each of the Subsidiaries
have timely filed all material notices, reports, registrations and statements
with all Governmental Entities and have paid all fees and assessments due and
payable in connection therewith. Except for normal examinations and reviews
conducted by Governmental Entities in the regular course of the business of
the Company and the Subsidiaries, no Governmental Entity has initiated any
proceeding or investigation into the business or operations of the Company or
any of the Subsidiaries. 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 the Company or any of the
Subsidiaries. The Company has made available to Gold Banc and Acquisition
Subsidiary all reports of examinations conducted by any Governmental Entity
with respect to the Company or any of the Subsidiaries during the preceding
three (3) years. The Company will also make available to Gold Banc and
Acquisition Subsidiary any subsequent reports of examination received from any
Governmental Entity between the date hereof and the Effective Time.

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Section 3.14 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 the Company and the Subsidiaries
have been delivered or made available to Gold Banc and Acquisition Subsidiary.
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, and no
notice of cancellation or termination has been received with respect to any
such policy. The insurance policies to which the Company and the Subsidiaries
are parties are sufficient for compliance with all material requirements of
Law and all material agreements to which the Company or any of the
Subsidiaries is a party and will be maintained by the Company and the
Subsidiaries until the Effective Time. Neither the Company nor any of the
Subsidiaries 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.

Section 3.15 Compliance with ERISA. Neither the Company nor any of the
Subsidiaries 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 ERISA) or any other similar plan with
respect to which any governmental filings are required, except for the plans
listed on Schedule 3.15 hereof (collectively, the "Company Plans"). A true and
accurate copy of each of the Company Plans, any related trust agreements and
each of the amendments thereto has been provided or made available to Gold
Banc and Acquisition Subsidiary together with (i) all determination letters
received in respect of any qualified plans, and (ii) all required reports and
supporting schedules filed with any Governmental Entity in respect of the
Company Plans for the three most recent years ending on or before the date
hereof. The Company Plans and each fiduciary (as defined in Section 3(21) of
ERISA) of the Company Plans are in compliance in all material respects with
all applicable requirements (including nondiscrimination requirements in
effect as of the date hereof) of the Code, including, but not limited to,
Sections 79, 105, 106, 125, 401, 501, and 4975 of the Code. For purposes of
this Section 3.15, 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 Company Plans or of the Company and the Subsidiaries, taken as a
whole, either as of the date hereof or upon discovery of the noncompliance.
All required contributions to the Company Plans through the date hereof have
been made. The Company and the Subsidiaries (each with respect to the Company
Plans), as well as the Company Plans, have no material current or, to the
knowledge of the Company, threatened liability of any kind to any Person,
including but not limited to any Governmental Entity, as of the date hereof,
other than for the payment of benefits in the ordinary course.

Section 3.16 Environmental Laws. To the best knowledge of the Company: (i)
the operations of the Company and each of the Subsidiaries comply in all
material respects with all applicable federal, state and local environmental
Laws and neither the condition of any property owned by the Company or any of
the Subsidiaries nor the operation of the business of any of such entities
violates in any material respect any applicable environmental Law; (ii) none
of the operations of the Company or any of the Subsidiaries is subject to any
judicial or administrative proceeding alleging the violation of any
environmental health or safety Law nor is it the subject of any claim alleging
damages to health or property pursuant to which the Company or any of the
Subsidiaries may be liable; (iii) none of the operations of the Company or any
of the Subsidiaries nor any of the properties owned by the Company or any of
the Subsidiaries 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 material violation of any environmental Law
and neither the Company nor any of the Subsidiaries has any Liability in
connection with the storage or use of any pollutants, contaminants or
hazardous or toxic waste, substances or materials on or at any location owned
or leased by the Company or any of the Subsidiaries; (v) there are no
underground storage tanks now or heretofore located on any real property owned
or leased by the Company or any of the Subsidiaries; (vi) neither the Company
nor any of the Subsidiaries has ever been notified by a Governmental Entity,
or any private party, that the Company or any of the Subsidiaries is a
potentially responsible party for remedial costs spent addressing the release,
or threat

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of a release, of a hazardous substance into 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 Banc may obtain at its option and expense on or prior to the Closing
Date an environmental audit of any or all properties and assets of the Company
and the Subsidiaries whether directly owned, leased or classified as other
real estate owned. Such environmental audit shall constitute a part of the due
diligence process, should Gold Banc choose to pursue it, and if Gold Banc
determines in its sole discretion that such environmental audit reflects the
potential of a material environmental problem with respect to any of the
properties or assets of the Company or any of the Subsidiaries, then Gold Banc
may terminate this Agreement pursuant to Section 8.3 hereof.

Section 3.17 Labor Matters.

(a) The Company and the Subsidiaries are in compliance with all Laws
respecting employment and employment practices, terms and conditions of
employment and wages and hours, and are not engaged in any unfair labor
practice, except for such matters as would not have a material adverse
effect on the business, operations or financial condition of the Company
and its Subsidiaries, taken as a whole.

(b) There is no unfair labor practice complaint against the Company or
any of the Subsidiaries pending before the National Labor Relations Board.

(c) Neither the Company nor any of the Subsidiaries is party to any
collective bargaining agreements and there is no labor strike, dispute,
slowdown, representation campaign or work stoppage actually pending or to
the knowledge of the Company threatened against or affecting the Company or
any of the Subsidiaries.

(d) No grievance or arbitration proceeding by any employee is pending
and no claim therefor has been asserted against the Company or any of the
Subsidiaries.

(e) Neither the Company nor any of the Subsidiaries is experiencing any
material work stoppage.

Section 3.18 Year 2000 Compliance. Each of the Company and the Subsidiaries
has (i) initiated a review and assessment of all areas material to its
business and operations (including those affected by suppliers and vendors)
that would reasonably be expected to be adversely affected by the Year 2000
Problem, (ii) developed a plan and time line for addressing the Year 2000
Problem on a timely basis, and (iii) to date, reasonably believes that all
computer applications that are material to the Company's and the Subsidiaries'
respective business and operations will be Year 2000 Compliant.

Section 3.19 Legal Proceedings. Except as disclosed in Schedule 3.19
hereof, there are no Actions pending or, to the knowledge of the Company,
threatened against or affecting the properties, assets, rights or business of
the Company or any of the Subsidiaries, or the right to carry on or conduct
their business. There are no Actions pending or, to the knowledge of the
Company, threatened which could prevent or interfere with the consummation of
the transactions contemplated by this Agreement.

Section 3.20 Contracts. Except as set forth on Schedule 3.20 hereof,
neither the Company nor either of the Subsidiaries is a party to or subject to
any:

(a) employment contract;

(b) bonus, deferred compensation, equity incentive, savings, profit
sharing, severance pay, pension or retirement plan or arrangement, except
for the Company Plans referenced in Section 3.15 hereof;

(c) material lease or license with respect to any property, real or
personal, whether the Company or either of the Subsidiaries is landlord or
tenant, licensor or licensee, involving a liability or obligation of the
Company or any of the Subsidiaries as obligor, except for the Leases
referenced in Section 3.11 hereof;

(d) agreement, contract or indenture relating to the borrowing of money
by the Company or either of the Subsidiaries, excluding items made in the
ordinary course of business;

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(e) agreement with any present or former officer, director, stockholder
or affiliate of the Company or any Subsidiary, or any Person controlling,
controlled by or under common control with any of the foregoing; or

(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 the Company or either of the
Subsidiaries or which involve a payment by the Company or any of the
Subsidiaries of more than $15,000 on an annual basis, other than loans and
investments made in the ordinary course of business.

Section 3.21 Required Consents. Except as set forth in Schedule 3.21
hereof, no Consent of any Person or Governmental Entity is necessary for the
consummation by the Company or either of the Subsidiaries of this Agreement or
any of the transactions contemplated hereby.

Section 3.22 Broker's Fees. Other than the engagement of The Wallach
Company, Inc. described on Schedule 3.22 hereof, neither the Company, the
Subsidiaries nor any of the directors, trustees, officers or employees of the
Company or any of the Subsidiaries, has employed any broker or finder, or
incurred any liability for any broker's fees, commissions or finder's fees in
connection with the transactions contemplated by this Agreement.

Section 3.23 Conduct. From March 31, 1999 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 the Company or any of the Subsidiaries or in the relationship
of the Company or any of the Subsidiaries with respect to their employees,
creditors, suppliers, distributors, customers or others with whom they have
business relationships; and

(b) the business affairs of the Company and the Subsidiaries have been
conducted and carried on only in their ordinary and regular course of
business, and neither the Company nor any of the Subsidiaries has incurred
or become subject to any liabilities or obligations other than those
incurred in their ordinary course of business.

Section 3.24 Absence of Certain Events. Except as contemplated by this
Agreement and set forth in Schedule 3.24, since March 31, 1999, the Company
and the Subsidiaries have conducted their business only in the ordinary and
usual course, and there has not been: (i) any declaration, setting aside or
payment of any dividend or other distribution (whether in cash, stock or
property) with respect to the capital stock or other securities of, or other
ownership interests in, the Company, (ii) any amendment of any term of any
outstanding security of the Company or any of the Subsidiaries, (iii) any
repurchase, redemption or other acquisition by the Company or any of the
Subsidiaries of any outstanding shares of capital stock or other securities
of, or other ownership interests in, the Company or any of the Subsidiaries,
(iv) any incurrence, assumption or guarantee by the Company or any of the
Subsidiaries of any indebtedness for borrowed money (other than customer
deposits in the Bank, FHLB advances, federal funds purchases, and Federal
Reserve borrowings); (v) any creation or assumption by the Company or any of
the Subsidiaries of any Lien on any of their assets; (vi) any making of any
material loan, advance or capital contributions to or any material investment
in any Person except for loans and investments made in the ordinary course of
business; (vii) any material change in any method of accounting or accounting
practice; (viii) any (a) grant of any severance or termination pay to any
director, officer, or employee of the Company or any of the Subsidiaries, (b)
entering into of any employment, deferred compensation or other similar
agreement (or any amendment to any such existing agreement) with any director,
officer or employee of the Company or any of the Subsidiaries, (c) increase in
benefits payable under any existing severance or termination pay policies or
employment agreements with any director, officer or employee of the Company or
any of the Subsidiaries or (d) increase in compensation, bonus or other
benefits payable to any director, officer or employee of the Company or any of
the Subsidiaries; or (ix) any other transaction, commitment, dispute or other
event or condition (financial or otherwise) of any character, whether or not
in the ordinary course of business, individually or in the aggregate, which is
reasonably likely to have a material adverse effect on the business,
operations, properties or financial condition of the Company and the
Subsidiaries, taken as a whole.

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Section 3.25 Loans.

(a) The 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 the Company or the Bank or banking regulators, except as
reflected on a list previously provided to Gold Banc and Acquisition
Subsidiary during the due diligence period;

(b) Except as set forth in Schedule 3.25(b), neither the Company nor any
Subsidiary 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 the Company or any Subsidiary, or any person,
corporation or enterprise controlling, controlled by or under common
control with any of the foregoing;

(c) neither the Company nor any Subsidiary is a party to any written or
oral loan agreement, note or borrowing arrangement in violation of any Law,
which violation is reasonably likely to result in a material adverse effect
on the business, operations, properties or financial condition of the
Company and the Subsidiaries, taken as a whole.

Section 3.26 Opinion of Financial Advisers. The Company has received the
written opinion of The Wallach Company, Inc., investment advisor to the
Company, to the effect that, as of the date hereof, the consideration to be
received by the holders of Company Common Stock in the Merger is fair, from a
financial point of view, to such holders.

Section 3.27 Accounting Matters. Neither the Company nor any of the
Subsidiaries has through the date of this Agreement taken or agreed to take
any action that would prevent Gold Banc from accounting for the business
combination to be effected by the Merger as a pooling-of-interest.

Section 3.28 Beneficial Ownership of Gold Banc Common Stock. As of the date
hereof, neither the Company nor any of the Subsidiaries "beneficially owns"
(as defined in Rule 13d-3 under the Exchange Act) in the aggregate any Gold
Banc Common Stock.

Section 3.29 Undisclosed Liabilities; Adverse Agreements.

(a) Except as disclosed in the Schedules hereto, or as disclosed in the
Company's financial statements, there are no liabilities of the Company or
any of the Subsidiaries of any kind whatsoever, whether accrued,
contingent, absolute, determined, determinable or otherwise, that are
reasonably likely to have a material adverse effect on the business,
operation, properties or financial condition of the Company and the
Subsidiaries, taken as a whole.

(b) Neither the Company nor any of the Subsidiaries is a party to any
Contract or any Order, or subject to any Law, which materially and
adversely affects or is reasonably likely to result in a material adverse
effect on the business, operations, properties or financial condition of
the Company or any of the Subsidiaries, except for such Laws similarly
affecting other entities in similar business to the Company.

Section 3.30 Disclosure. Copies of all documents heretofore or hereafter
delivered or made available to Gold Banc or Acquisition Subsidiary pursuant
hereto are and will be complete and accurate in all material respects. When
considered collectively, the representations and warranties of the Company in
this Agreement and in the other documents delivered pursuant hereto and in any
statement, document, certificate or exhibit furnished or to be furnished by
the Company pursuant to this Agreement or in connection with the transactions
contemplated hereby do not contain and will not contain any untrue statement
of a material fact and do not omit and will not omit a material fact necessary
to make the statements contained herein or therein not misleading. There is no
fact which the Company has not disclosed in writing to Gold Banc or the
Acquisition Subsidiary which materially adversely affects, or would reasonably
be expected to materially adversely affect, the business, operations,
properties or financial condition of the Company and of the Subsidiaries,
taken as a whole.

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Section 3.31 No Dissenter's Rights. The Company's Common Stock is
designated as a national market system security on its interdealer quotation
system by the National Association of Securities Dealers, Inc. and, under
Section 262 of the DGCL, the stockholders of the Company are not entitled to
any dissenter's rights in the Merger.

Section 3.32 Deductibility of Severance Payments. No severance or other
payments to be made to the Significant Stockholders or otherwise by the
Company, any of the Subsidiaries, Gold Banc, or any of Gold Banc's
subsidiaries in connection with the Merger or upon a change in control of the
Company will constitute non-deductible "parachute payments" under Section 280G
of the Code.

Section 3.33 Accruals.

(a) The Company and the Bank have properly accrued consistent with past
practices for all current and carry-over vacation time for their employees
through the date hereof.

(b) The Company and the Bank have properly accrued consistent with past
practices for all mandatory and discretionary matching contributions to the
Company's 401(k) Plan through the date hereof.

(c) The Company and the Bank have properly accrued consistent with past
practices for discretionary bonuses that may be payable to their employees
as contemplated by Section 5.2(c)(i) and (ii) through the date hereof.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF GOLD BANC

Gold Banc hereby makes the following representations and warranties to the
Company, each of which is true and correct on the date hereof and shall be
true and correct as of the Effective Time, each of which shall not be affected
by any investigation conducted by the Company or its representatives.

Section 4.1 Corporate.

(a) Gold Banc is a corporation duly organized, validly existing and in
good standing under the laws of the State of Kansas with all requisite
corporate power and authority to own, lease and operate its properties and
conduct its business as it is now being conducted. Gold Banc is duly
registered as a bank holding company under the BHC Act. Gold Banc is duly
qualified and in good standing in all states where the conduct of its
business so requires except where failure to so qualify would not
materially and adversely affect the business, operations, properties or
financial condition of Gold Banc.

(b) Acquisition Subsidiary is a wholly-owned subsidiary of the Company
and is a corporation duly organized, validly existing and in good standing
under the laws of the State of Kansas. Acquisition Subsidiary is duly
qualified to do business in all states in which the conduct of its business
requires such qualification except where the failure to be so qualified
would not materially and adversely affect the business, operations,
properties or financial condition of Acquisition Subsidiary.

Section 4.2 Capital Structure.

(a) Gold Banc. As of the date hereof, the authorized capital stock of
Gold Banc consists only of 50,000,000 shares of Gold Banc Common Stock and
50,000,000 shares of Gold Banc Preferred Stock, of which 17,181,618 shares
of Gold Banc Common Stock and no shares of Gold Banc Preferred Stock are
issued and outstanding. All outstanding shares of Gold Banc Common Stock
are validly issued, fully paid and nonassessable and are not subject to
preemptive rights. There are no outstanding or authorized options,
warrants, agreements, subscriptions, calls, demands or rights of any
character relating to the capital stock of Gold Banc, whether or not
issued, including without limitation securities convertible into or
evidencing the right to purchase any Gold Banc Common Stock, Gold Banc
Preferred Stock or any other securities of Gold Banc, except as reflected
in the Gold Banc SEC Documents.

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(b) Acquisition Subsidiary. The authorized capital stock of Acquisition
Subsidiary consists only of 1,000,000 shares of common stock, par value
$1.00 per share, of which 1,000 shares are issued and outstanding. All of
the issued and outstanding shares of common stock of Acquisition Subsidiary
are owned beneficially and of record, free and clear of all Liens, by Gold
Banc. All outstanding shares of common stock of Acquisition Subsidiary are
validly issued, fully paid and nonassessable.

Section 4.3 Authority. (a) Gold Banc has all requisite corporate power and
authority to enter into this Agreement and all other agreements to be executed
and delivered by Gold Banc pursuant hereto, and, subject, with respect to
consummation of the Merger, to approval of this Agreement and the Merger by
the stockholders of Gold Banc in accordance with Rule 4460 of the National
Association of Securities Dealers' rules for issuers under Nasdaq ("Rule
4460"), to perform its obligations hereunder and thereunder, and to consummate
the transactions contemplated hereby and thereby. The execution and delivery
of this Agreement and all other agreements to be executed and delivered by
Gold Banc pursuant hereto and thereto, the performance of Gold Banc's
obligations hereunder and thereunder, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary
corporate action on the part of Gold Banc, subject, with respect to
consummation of the Merger, to approval of this Agreement and the Merger by
the stockholders of Gold Banc in accordance with Rule 4460. This Agreement has
been, and all other agreements to be executed and delivered by Gold Banc will
be prior to the Effective Time, duly executed and delivered by Gold Banc,
subject, with respect to consummation of the Merger, to such approval of the
Agreement and the Merger by the stockholders of Gold Banc in accordance with
Rule 4460, and constitutes, or will constitute, the legal, valid and binding
obligations of Gold Banc, enforceable against Gold Banc in accordance with
their terms.

(b) Acquisition Subsidiary has all requisite corporate power and authority
to enter into this Agreement and all other agreements to be executed and
delivered by Acquisition Subsidiary pursuant hereto and, subject, with respect
to consummation of the Merger, to approval of this Agreement and the Merger by
the stockholders of Acquisition Subsidiary in accordance with the KGCC, to
perform its obligations hereunder and thereunder, and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of
this Agreement and all other agreements to be executed and delivered by
Acquisition Subsidiary pursuant hereto and thereto, the performance of
Acquisition Subsidiary's obligations hereunder and thereunder, and the
consummation of the transactions contemplated hereby and thereby, have been
duly authorized by all necessary corporate action on the part of Acquisition
Subsidiary, subject, with respect to consummation of the Merger, to approval
of this Agreement and the Merger by the stockholders of Acquisition Subsidiary
in accordance with the KGCC. This Agreement has been, and all other agreements
to be executed and delivered by Acquisition Subsidiary will be prior to the
Effective Time, duly executed and delivered by Acquisition Subsidiary,
subject, with respect to consummation of the Merger, to such approval of the
Agreement and the Merger by the stockholders of Acquisition Subsidiary in
accordance with the KGCC, and constitutes, or will constitute, the legal,
valid and binding obligations of Acquisition Subsidiary, enforceable against
Acquisition Subsidiary in accordance with their terms.

Section 4.4 Stockholder Approval. (a) The Board of Directors of Gold Banc
has directed, or will direct, that this Agreement and the transactions
contemplated hereby be submitted to Gold Banc's stockholders for approval at a
meeting of such stockholders and, except for adoption of this Agreement by the
requisite vote of Gold Banc's stockholders, no other Gold Banc stockholder
action is necessary to approve this Agreement and to consummate the
transactions contemplated hereby. The Board of Directors of Gold Banc will
recommend that the Gold Banc stockholders approve the transactions
contemplated hereby, subject to their fiduciary duties. The affirmative vote
of the holders of a majority of the shares of Gold Banc Common Stock
represented at a meeting of Gold Banc's stockholders at which a quorum is
present is the only vote of the holders of any class or series of Gold Banc's
capital stock necessary to approve this Agreement and to consummate the
transactions contemplated hereby. No approval of a number of outstanding
shares of capital stock of Gold Banc greater than that required by Rule 4460
is required for approval of this Agreement and the consummation of the
transactions contemplated hereby.

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(b) The Board of Directors of Acquisition Subsidiary has directed, or will
direct, that this Agreement and the transactions contemplated hereby be
submitted to Acquisition Subsidiary's stockholders for approval at a meeting
of such stockholders and, except for adoption of this Agreement by the
requisite vote of Acquisition Subsidiary's stockholders, no other Acquisition
Subsidiary stockholder action is necessary to approve this Agreement and to
consummate the transactions contemplated hereby. The Board of Directors of
Acquisition Subsidiary will recommend that the Acquisition Subsidiary
stockholders approve the transactions contemplated hereby, subject to their
fiduciary duties. The affirmative vote of the holders of a majority of the
outstanding shares of Acquisition Subsidiary common stock is the only vote of
the holders of any class or series of Acquisition Subsidiary's capital stock
necessary to approve this Agreement and to consummate the transactions
contemplated hereby. No approval of a number of outstanding shares of capital
stock of Acquisition Subsidiary greater than that required by the relevant
statutory provisions is required for approval of this Agreement and the
consummation of the transactions contemplated hereby.

Section 4.5 Status of Gold Banc Common Stock to be Issued. The shares of
Gold Banc 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
nonassessable, and registered pursuant to an effective registration statement
under the Securities Act.

Section 4.6 No Violation.

(a) The execution and delivery of this Agreement and all other
agreements to be executed and delivered by Gold Banc and Acquisition
Subsidiary pursuant hereto, the performance of the obligations of Gold Banc
and Acquisition Subsidiary hereunder and thereunder, and the consummation
of the transactions contemplated hereby and thereby, will not conflict
with, violate or constitute a breach or default under (i) the Articles of
Incorporation or Bylaws of Gold Banc or Acquisition Subsidiary (ii) any
provision of any Contract, Lien, Order or other restriction of any kind or
character to which Gold Banc or Acquisition Subsidiary is a party, or by
which Gold Banc or Acquisition Subsidiary, or any of their assets, is bound
or (iii) result in the creation or imposition of any Lien upon the capital
stock or the assets of Gold Banc or Acquisition Subsidiary.

(b) Gold Banc and Acquisition Subsidiary have not violated, breached or
defaulted, are not currently in violation, breach or default of, and the
consummation of the transactions contemplated hereby will not cause any
violation, breach or default of, any Laws, Orders, Licenses or Contracts
applicable to Gold Banc or Acquisition Subsidiary.

(c) All Licenses required or necessary for Gold Banc or Acquisition
Subsidiary to carry on their respective businesses as they are currently
conducted have been obtained and are in full force and effect. Gold Banc
and Acquisition Subsidiary are in compliance with all terms of the
Licenses, except where the failure to so comply would not have a material
adverse effect on the business, operations, properties or financial
condition of Gold Banc or Acquisition Subsidiary.

Section 4.7 SEC Documents. Gold Banc has made available to the Company a
true and complete copy of each report, schedule, registration statement and
definitive proxy statement filed by Gold Banc with the SEC since January 1,
1996 (the "Gold Banc SEC Documents") which are all the documents (other than
preliminary material) that Gold Banc was required to file with the SEC since
such date. As of their respective dates, the Gold Banc SEC Documents complied
in all material respects with the requirements of the Securities Act or the
Exchange Act, as the case may be, and the rules and regulations of the SEC
thereunder applicable to such Gold Banc SEC Documents, and none of the Gold
Banc SEC Documents contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading. The financial statements of Gold Banc included in
the Gold Banc SEC Documents complied as to form in all material respects with
the published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with GAAP (except as may be indicated in the notes
thereto or, in the case of the unaudited statements, as permitted by Rule 10-
01 of Regulation S-X of the SEC) and fairly present in accordance with
applicable requirements of GAAP (subject, in

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the case of the unaudited statements, to normal, recurring adjustments, none
of which were material) the consolidated financial position of Gold Banc and
its subsidiaries as of their respective dates and the consolidated results of
operations and the consolidated cash flows of Gold Banc for the periods
presented therein. Gold Banc has no material liability or obligation of a type
which would be included in a balance sheet prepared in accordance with GAAP
whether related to tax or non-tax matters, accrued or contingent, due or not
yet due, liquidated or unliquidated, or otherwise, except and to the extent
disclosed or reflected in the financial statements included in the Gold Banc
SEC Documents. Since March 31, 1999 there has been no material adverse change
in the financial condition, properties, assets, liabilities, business or
prospects of Gold Banc.

Section 4.8 Information Supplied. When considered in the aggregate, none of
the information supplied or to be supplied by Gold Banc for inclusion or
incorporation by reference in (i) the Registration Statement will, at the time
the Registration Statement becomes effective under the Securities Act or at
the Effective Time, 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 Statement will, at the
date mailed to stockholders of the Company and Gold Banc or at the times of
the meetings of such stockholders to be held in connection with the Merger or
at the Effective Time, 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
are made, not misleading. If at any time prior to the Effective Time any event
with respect to Gold Banc or Acquisition Subsidiary, or with respect to other
information supplied by Gold Banc for inclusion in the Proxy Statement or
Registration Statement, shall occur which is required to be described in an
amendment of, or a supplement to, the Proxy Statement or the Registration
Statement, such event will be so described, and such amendment or supplement
be promptly filed with the SEC and, as required by law, disseminated to the
stockholders of Gold Banc. The Proxy Statement, insofar as it relates to Gold
Banc or Acquisition Subsidiary or other information supplied by Gold Banc for
inclusion therein, will comply as to form in all material respects with the
provisions of the Exchange Act and the rules and regulations thereunder.

Section 4.9 Internal Controls and Records. Gold Banc and its subsidiaries
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 (i) in all material respects, executed in accordance
with its management's general or specific authorization, and (ii) recorded in
conformity with GAAP.

Section 4.10 Taxes. Gold Banc has timely filed all tax returns required to
be filed by it, and Gold Banc has timely paid and discharged all taxes due in
connection with or with respect to the filing of such tax returns and has
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 Gold Banc is
maintaining reserves adequate for their payment. 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 threatening to
assert against Gold Banc, any deficiency or claim for additional taxes. Gold
Banc has not 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 assets of Gold Banc. Gold Banc has not received a ruling or
entered into an agreement with the IRS or any other Governmental Entity or
taxing authority or agency that would have a material adverse effect on the
business, operations, properties or financial condition of Gold Banc.

Section 4.11 Regulatory Filings. Gold Banc has timely filed all notices,
reports, registrations and statements with all Governmental Entities and has
paid all fees and assessments due and payable in connection therewith. Except
for normal examinations and reviews conducted by Governmental Entities in the
regular course of the business of Gold Banc, no Governmental Entity has
initiated any proceeding or investigation into the business or operations of
Gold Banc. 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 Gold Banc. Gold Banc has made available to the
Company all reports of examinations conducted by any Governmental

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Entity with respect to Gold Banc during the preceding three (3) years. Gold
Banc will also make available to the Company any subsequent reports of
examination received from any Governmental Entity between the date hereof and
the Effective Time.

Section 4.12 Compliance with ERISA. Each employee benefit plan (as defined
in Sections 3(3) or 3(37) of ERISA) of Gold Banc or any of its subsidiaries or
other similar plan of Gold Banc or any of its subsidiaries with respect to
which any governmental filings are required (collectively, the "Gold Banc
Plans") and each fiduciary (as defined in Section 3(21) of ERISA) of the Gold
Banc Plans are in compliance in all material respects with all applicable
requirements (including nondiscrimination requirements in effect as of the
date hereof) of the Code, including, but not limited to, Sections 79, 105,
106, 125, 401, 501, and 4975 of the Code. For purposes of this Section 4.12,
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 Gold
Banc Plans or of Gold Banc and its subsidiaries, taken as a whole, either as
of the date hereof or upon discovery of the noncompliance. All required
contributions to the Gold Banc Plans through the date hereof have been made.
Gold Banc and its subsidiaries (each with respect to the Gold Banc Plans), as
well as the Gold Banc Plans, have no material current or, to the knowledge of
Gold Banc, threatened liability of any kind to any Person, including but not
limited to any Governmental Entity, as of the date hereof, other than for the
payment of benefits in the ordinary course.

Section 4.13 Environmental Laws. To the best knowledge Gold Banc: (i) the
operations of Gold Banc and each of its subsidiaries comply in all material
respects with all applicable federal, state and local environmental Laws and
neither the condition of any property owned by Gold Banc or any of its
subsidiaries nor the operation of the business of any of such entities
violates in any material respect any applicable environmental Law; (ii) none
of the operations of Gold Banc or any of its subsidiaries is subject to any
judicial or administrative proceeding alleging the violation of any
environmental health or safety Law nor is it the subject of any claim alleging
damages to health or property pursuant to which Gold Banc or any of its
subsidiaries may be liable; (iii) none of the operations of Gold Banc or any
of its subsidiaries nor any of the properties owned by Gold Banc or any of its
subsidiaries 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 material violation of any environmental Law
and neither Gold Banc or any of its subsidiaries has any Liability in
connection with the storage or use of any pollutants, contaminants or
hazardous or toxic waste, substances or materials on or at any location owned
or leased by Gold Banc or any of its subsidiaries; (v) there are no
underground storage tanks now or heretofore located on any real property owned
or leased by Gold Banc or any of its subsidiaries; (vi) neither Gold Banc nor
any of its subsidiaries has ever been notified by a Governmental Entity, or
any private party, that Gold Banc or any of its subsidiaries is a potentially
responsible party for remedial costs spent addressing the release, or threat
of a release, of a hazardous substance into 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.

Section 4.14 Year 2000 Compliance. Each of Gold Banc and its subsidiaries
has (i) initiated a review and assessment of all areas material to its
business and operations (including those affected by suppliers and vendors)
that would reasonably be expected to be adversely affected by the Year 2000
Problem, (ii) developed a plan and time line for addressing the Year 2000
Problem on a timely basis, and (iii) to date, reasonably believes that all
computer applications that are material to Gold Banc's and its subsidiaries'
respective business and operations will be Year 2000 Compliant.

Section 4.15 Legal Proceedings. Except as disclosed in Schedule 4.15
hereof, there are no Actions pending or threatened against or affecting the
properties, assets, rights or business of Gold Banc or its subsidiaries, or
the right to carry on or conduct its business. There are no Actions pending
or, to the knowledge of Gold Banc, threatened which could prevent or interfere
with the consummation of the transactions contemplated by this Agreement.

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Section 4.16 Required Consents. Except as set forth in Schedule 4.16
hereof, no Consent of any Person or Governmental Entity is necessary for the
consummation by Gold Banc or Acquisition Subsidiary of this Agreement or any
of the transactions contemplated hereby.

Section 4.17 Broker's Fees. Neither Gold Banc, Acquisition Subsidiary nor
any of their respective directors, trustees, officers or employees has
employed any broker or finder, or incurred any liability for any broker's
fees, commissions or finder's fees in connection with the transactions
contemplated by this Agreement.

Section 4.18 Conduct. From March 31, 1999 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 Gold Banc or any of its subsidiaries or in the relationship of
Gold Banc or any of its subsidiaries with respect to their employees,
creditors, suppliers, distributors, customers or others with whom they have
business relationships; and

(b) the business affairs of Gold Banc and its subsidiaries have been
conducted and carried on only in their ordinary and regular course of
business, and neither Gold Banc nor any of its subsidiaries has incurred or
become subject to any liabilities or obligations other than those incurred
in their ordinary course of business.

Section 4.19 Undisclosed Liabilities; Adverse Agreements.

(a) Except as disclosed in the Schedules hereto, or as disclosed in Gold
Banc's financial statements, there are no liabilities of Gold Banc or any
of its subsidiaries of any kind whatsoever, whether accrued, contingent,
absolute, determined, determinable or otherwise, that are reasonably likely
to have a material adverse effect on the business, operation, properties or
financial condition of Gold Banc and its subsidiaries, taken as a whole.

(b) Neither Gold Banc nor any of its subsidiaries is a party to any
Contract or any Order, or subject to any Law, which materially and
adversely affects or is reasonably likely to result in a material adverse
effect on the business, operations, properties or financial condition of
Gold Banc or any of its subsidiaries, except for such Laws similarly
affecting other entities in similar business to Gold Banc.

Section 4.20 Disclosure. Copies of all documents heretofore or hereafter
delivered or made available to the Company pursuant hereto are and will be
complete and accurate. When considered collectively, the representations and
warranties of Gold Banc in this Agreement and in the other documents delivered
pursuant hereto and in any statement, document, certificate or exhibit
furnished or to be furnished by Gold Banc pursuant to this Agreement or in
connection with the transactions contemplated hereby do not contain and will
not contain any untrue statement of a material fact and do not omit and will
not omit a material fact necessary to make the statements contained herein or
therein not misleading. There is no fact which Gold Banc has not disclosed in
writing to the Company which materially adversely affects, or may materially
adversely affect the business, operations, properties or financial condition
of Gold Banc.

ARTICLE V

COVENANTS OF THE COMPANY

Section 5.1 Affirmative Covenants of the Company. Unless the prior written
consent of Gold Banc shall have been obtained, and which consent will be given
or denied within five Business Days of receipt of written request for such
consent (any request not denied during such period being considered an
approval), and except as otherwise expressly contemplated herein, the Company
shall and shall cause each of its Subsidiaries to (i) operate its business
only in the usual, regular, and ordinary course, consistent with past
practices, (ii) preserve intact its business organization and assets and
maintain its rights and franchises; (iii) preserve substantially the Company's
and each of the Subsidiaries' relationships with suppliers, customers and
employees, (iv) perform in

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all material respects the Company's and the Subsidiaries' obligations under
the Contracts and Licenses, (v) comply in all material respects with all
applicable Laws, (vi) maintain as valid and enforceable all policies of
insurance as referenced in Section 3.14 herein, (vii) provide updates to Gold
Banc and Acquisition Subsidiary with respect to those loans reflected on the
list previously provided to Gold Banc and Acquisition Subsidiary as referenced
on Schedule 3.25(b) attached hereto, and (viii) except as may be required in
the exercise of the fiduciary duties of the Company's Board of Directors, 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)
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.

Section 5.2 Negative Covenants of the Company. Except as specifically
permitted by this Agreement and except as may be required in the exercise of
the fiduciary duties of the Company's Board of Directors, 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 do, or permit either of its Subsidiaries to do or agree to do, any of the
following without the prior written consent of Gold Banc, which consent shall
not be unreasonably withheld and which consent will be given or denied within
five Business Days (two Business Days in the case of a loan, commitment or
series of loans or commitments described in clause (a) below) of receipt of
written request for such consent (any request not denied during such period
being considered an approval):

(a) make any single loan (or series of loans to the same or related
persons) or any commitment (verbal or written) for a loan (or series of
commitments to the same or related 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 in compliance with
the Bank's investment policy as in effect on the date hereof, or make any
material change in its investment portfolio;

(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, trustee,
employee or agent thereof, or contribute to any pension plan or otherwise
increase in any amount the benefits or compensation of any such director,
officer, trustee, employee or agent under any pension plan or other
contract or commitment; provided, however, that (i) with respect to
employees other than the Significant Stockholders, annual merit increases
(not to exceed in any case four percent (4.0%) per annum) may be paid, and
employee bonuses consistent with past practices may be accrued up to (but
not after) the Closing Date, which accrued bonuses shall be paid consistent
with past practices in January 2000; (ii) with respect to the Significant
Stockholders, employee bonuses consistent with past practices may be
accrued up to (but not after) the Closing Date, which accrued bonuses may
be paid consistent (X) with past practices at the discretion of the Board
of Directors of the Surviving Corporation and (Y) with the terms and
conditions of the existing Employment Agreements of the Significant
Stockholders; (iii) the Company may continue to accrue consistent with past
practices for vacation time for its employees and shall pay to individual
employees on or prior to the Closing Date, amounts for accrued and carry-
over vacation time in excess of the vacation time the Gold Banc will permit
the employee to carry forward and take after the Closing Date; and (iv)
subject to Section 5.17 hereof, the Company may continue to accrue
consistent with past practices and shall pay, on or prior to the Closing
Date, mandatory and discretionary employer matching contributions with
respect to the Company's 401(k) plan.

(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 and except commitments required for its performance of its
obligations hereunder); involving an obligation or commitment in excess of
$25,000 or engage in any transaction not in its usual and ordinary course
of business and consistent with past practices;

(e) declare or pay any dividend or make any other distribution in
respect of any capital stock of or other beneficial interest in the Company
or either of its Subsidiaries, split, combine or reclassify any shares of
its capital stock or, directly or indirectly, redeem, purchase or otherwise
acquire any share of the capital

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stock of the Company or either of its Subsidiaries, other than regular
distributions in accordance with the trust instrument of the Trust and any
dividends from the Bank to the Company to cover Company's expenses
consistent with past practices.

(f) amend the Certificate of Incorporation, Bylaws or any other
governing document of the Company or either of its Subsidiaries or make any
change in the authorized, issued or outstanding capital stock (or any
change in the par value thereof) of the Company or either of its
Subsidiaries;

(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;

(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 the Company or either of its
Subsidiaries, 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 provision 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 GAAP or regulatory accounting principles
as concurred with by the Company's independent accountants;

(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 to which the
Company or either of its Subsidiaries is a party or by which the Company or
either of its Subsidiaries or their respective properties is bound;

(p) make any new loan or new extension of credit, or commit to make any
such loan or extension of credit, to any director, officer or trustee of
the Company or either of its Subsidiaries without giving Gold Banc two
days' notice in advance of the approval of such loan or extension of credit
or commitment relating thereto;

(q) waive any material right, forgive any material debt or release any
material claim; provided, however, that the Company shall be entitled to
settle pending litigation and dispose of other real estate owned for
amounts up to $50,000; or

(r) incur or guaranty any debt (other than customer deposits in the
Bank, FHLB advances, federal funds purchases and Federal Reserve
borrowings).

Section 5.3 Inspection. Between the date hereof and the Closing Date and
upon reasonable notice, Gold Banc and its authorized representatives shall be
permitted full access during regular business hours to all properties, books,
records, contracts and documents of the Company and each of its Subsidiaries.
The Company shall furnish to Gold Banc and its authorized representatives all
information with respect to the affairs of the Company and each of its
Subsidiaries as Gold Banc may reasonably request.

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Section 5.4 Financial Statements and Call Reports. From and after the date
hereof through the Closing Date, the Company shall deliver to Gold Banc
monthly reports of condition and income statements of the Bank and shall
deliver to Gold Banc copies of the call reports for the Bank as filed with any
regulatory agency promptly after such filing.

Section 5.5 Tax Returns. Within sixty (60) days after the Closing Date, the
Surviving Corporation shall prepare and file consolidated federal and state
income tax returns for the Company and its Subsidiaries covering the stub
period beginning on the first day of the Company's current fiscal year and
ending at the Effective Time, which returns shall be reviewed by KPMG LLP,
accountants for Gold Banc.

Section 5.6 Right to Attend Meetings. The Bank shall allow a representative
of Gold Banc to attend as an observer all meetings of the Board of Directors
of the 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 the Bank's officials at which policy is being made. The Bank shall
give reasonable notice to Gold Banc of any such meeting and, if known, the
agenda for or business to be discussed at such meeting. The Bank shall provide
to Gold Banc 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 the Bank.

Section 5.7 Data Processing. The Company shall, and shall cause each of its
Subsidiaries to, cooperate with Gold Banc in taking those planning actions
necessary to be in a position to convert, as soon as practicable after the
Effective Time, its data processing procedures and formats to procedures and
formats used by Gold Banc. Gold Banc shall provide such assistance and
consultation as the Company may reasonably require in such planning process.

Section 5.8 No Solicitation.

(a) None of the Company, any Subsidiary, or any officer, director,
trustee or employee of, or any investment banker, attorney or other advisor
or representative of, the Company or any Subsidiary, shall, directly or
indirectly, (i) solicit, initiate, facilitate, assist or encourage the
submission of, any Acquisition Proposal, or approve or authorize any
Acquisition Proposal or (ii) participate in any discussions or negotiations
regarding or take any other action to expedite any inquiries or the making
of any proposal that constitutes, or may reasonably be expected to lead to,
any Acquisition Proposal, or (iii) furnish to any Person (other than Gold
Banc, Acquisition Subsidiary, an affiliate or associate of Gold Banc or
Acquisition Subsidiary or an officer, employee or other authorized
representative of Gold Banc, Acquisition Subsidiary or such affiliate or
associate or the Company's counsel, accountants and financial adviser,
solely for use in connection with the transactions contemplated hereby) any
information with respect to the Company or any Subsidiary that may
reasonably be expected to lead to an Acquisition Proposal; provided,
however, that to the extent required by the fiduciary obligations of the
Board of Directors of the Company, as determined in good faith by the Board
of Directors based on the advice of outside counsel, the Company may (A) in
response to an unsolicited request therefor, furnish information with
respect to the Company or any Subsidiary to any Person pursuant to a
customary confidentiality agreement and discuss such information with such
Person, (B) upon receipt by the Company of an Acquisition Proposal,
following delivery to Gold Banc of the notice required pursuant to Section
5.7(b) hereof, participate in negotiations regarding such Acquisition
Proposal, and (C) modify or withdraw its recommendation that the
stockholders of the Company vote in favor of the Merger as contemplated by
Section 2.11 hereof.

(b) The Company shall (i) promptly notify Gold Banc of (A) the existence
of any request for confidential information with respect to, or the receipt
of, any Acquisition Proposal, (B) any inquiry or discussions with respect
to, or which would reasonably be expected to lead to, any Acquisition
Proposal, (C) the execution of a confidentiality agreement with respect to
an Acquisition Proposal, (D) the execution of any agreement with respect to
the terms of an Acquisition Proposal, (E) the furnishing of any information
in contemplation of an Acquisition Proposal, whether or not pursuant to a
confidentiality agreement and (F)

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any endorsement, approval or recommendation of an Acquisition Proposal by
the Company's Board of Directors or any committee thereof, (ii) promptly
describe to Gold Banc the terms and conditions of any Acquisition Proposal
in reasonable detail, and (iii) furnish to Gold Banc all information made
available to any Person making the Acquisition Proposal, or contemplating
the making of an Acquisition Proposal, subject to a customary
confidentiality agreement.

(c) Except as may be required in the exercise of the fiduciary duties of
the Board of Directors of the Company, the Company shall not take any
action that would enhance the ability of any other Person making an
Acquisition Proposal to obtain the approval of the Company's stockholders
or otherwise consummate such Acquisition Proposal without also taking a
comparable action that would similarly enhance the ability of Gold Banc to
obtain any necessary approval of the Company's stockholders of, and
otherwise to consummate, the Merger contemplated by this Agreement or an
alternative transaction initiated by Gold Banc, and concurrently
withdrawing any impediments thereto that do not similarly impede such other
Person.

Section 5.9 Regulatory Approvals. Subject to the terms and conditions of
this Agreement, the Company agrees to, and to cause each of its Subsidiaries
to, use its reasonable best efforts to cooperate with Gold Banc in Gold Banc's
efforts to secure as expeditiously as practicable all the necessary approvals,
regulatory or otherwise, needed to consummate the transactions contemplated
herein.

Section 5.10 Information. The Company shall provide such information and
answer such inquiries as Gold Banc may reasonably request or make concerning
the subject matter of the representations and warranties of the Company
herein.

Section 5.11 Tax-Free Reorganization Treatment. The Company shall not
intentionally take or cause or permit 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 (subject to
required recognition of gain or loss with respect to cash paid for fractional
shares pursuant hereto).

Section 5.12 Pooling-of-Interest Accounting Treatment. The Company shall
not intentionally take or cause or permit to be taken any action, whether
before or after the Effective Time, which would disqualify the Merger from
receiving pooling-of-interest accounting treatment.

Section 5.13 Cooperation by the Company. The Company shall use all
commercially reasonable efforts to take all actions and to do all things
necessary or advisable to consummate the transactions contemplated by this
Agreement and to cooperate with Gold Banc and Acquisition Subsidiary in
connection therewith, including using commercially reasonable efforts to
obtain all required Consents.

Section 5.14 Year 2000 Compliance. With respect to all computer hardware,
computer software applications, and bank services and products, the Company
shall, and shall cause the Bank to (i) use its best efforts to comply with all
Federal Financial Institution Examination Council Year 2000 regulations and
guidelines and (ii) take all action necessary to receive a rating of
"Satisfactory" or better on any Year 2000 compliance examination conducted by
its respective examining agencies.

Section 5.15 Proxy Statement and Registration Statement. If at any time
prior to the Effective Time any event with respect to the Company or the
Subsidiaries, or with respect to other information supplied by the Company for
inclusion in the Proxy Statement or Registration Statement, shall occur which
is required to be described in an amendment of, or a supplement to, the Proxy
Statement or the Registration Statement, the Company will promptly notify Gold
Banc of such event and use all commercially reasonable efforts to ensure that
such event will be so described, and that such amendment or supplement be
promptly filed with the SEC and, as required by law, disseminated to the
stockholders of the Company. The Company shall use all commercially reasonable
efforts to ensure that the Proxy Statement, insofar as it relates to the
Company or the Subsidiaries or other information supplied by the Company for
inclusion therein, will comply as to form in all material respects with the
provisions of the Exchange Act and the rules and regulations thereunder.

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Section 5.16 Confidentiality. Except as and to the extent required by Laws,
the Company and the Subsidiaries will not disclose or use, and will direct
their representatives not to disclose or use to the detriment of Gold Banc or
any of its subsidiaries any Gold Banc Confidential Information furnished, or
to be furnished, to the Company, any of its subsidiaries or their
representatives at any time or in any manner other than in connection with the
evaluation of the transactions contemplated herein. "Gold Banc Confidential
Information" includes any information about Gold Banc or its subsidiaries and
their business unless (a) such information is already known to the Company,
any of its subsidiaries or their representatives not bound by a duty of
confidentiality or such information becomes publicly available through no
fault of the Company, any of its subsidiaries or their representatives, (b)
the use of such information is necessary or appropriate in making any filing
or obtaining any consent or approval required for the consummation of the
transactions contemplated herein, or (c) the furnishing or use of such
information is required by or necessary or appropriate in connection with
legal proceedings. Following the termination of this Agreement, upon written
request of Gold Banc, each of the Company and the Subsidiaries will promptly
return to Gold Banc or destroy any Gold Banc Confidential Information in its
possession and certify in writing to Gold Banc that it has so returned or
destroyed such Gold Banc Confidential Information.

Section 5.17 Employee Benefit Plans.

(a) The Company shall, prior to the Closing Date, adopt any and all
resolutions and take all other actions that are necessary or appropriate to
(i) make the necessary contributions to the Union Bankshares, Ltd. Profit
Sharing 401(k) Plan (the "401(k) Plan") to satisfy the Company's 401(k)
safe harbor contribution obligation for the partial plan year ending on the
401(k) Plan termination date; (ii) consistent with past practices, make a
discretionary profit sharing contribution (not to exceed four percent (4%)
of the employees' compensation, as defined under the 401(k) Plan) to the
401(k) Plan for the partial plan year ending on the 401(k) Plan termination
date; (iii) except as set forth immediately above in (i) and (ii) of this
paragraph, cease all other contributions to the 401(k) Plan as of the day
before the Closing Date; (iv) terminate the 401(k) Plan and fully vest all
participant account balances in such plan as of the day before the Closing
Date; (v) resign as plan administrator of the 401(k) Plan; and (vi) secure
the resignation of the current trustees of the 401(k) Plan. The Surviving
Corporation shall (i) assume full responsibility and bear full expense in
amending the 401(k) Plan following the Closing Date in such manner as is
necessary for the 401(k) Plan to be in compliance with all applicable laws
as of the 401(k) Plan's termination date and (ii) apply for and obtain a
favorable determination letter from the IRS following which it will
distribute the assets of the 401(k) Plan. Gold Banc agrees to accept its
appointment, or will appoint an affiliate corporation, as successor plan
trustee and successor plan administrator. Gold Banc will provide to the
Company form resolutions and other materials prior to the closing necessary
for the effectuation of the termination of the 401(k) Plan by the Company,
which materials the Company and the plan administrator and trustees shall
be entitled to rely upon without incurring any liability.

(b) All of the Company's welfare plans (as defined in Section 3(1)) of
ERISA (but regardless of whether such plan is covered by ERISA) (the
"Welfare Plans"), shall be maintained by the Surviving Corporation until
such time as Surviving Corporation wishes to terminate such plans. The
parties agree that the plan administrators and trustees of each Welfare
Plan will resign as of the Closing Date and be replaced with persons
designated by Gold Banc. After the Closing Date, the Surviving Corporation
shall become the plan sponsor of the Welfare Plans. Gold Banc and Company
agree to cooperate in fulfilling this covenant.

Section 5.18 Deductibility of Severance Payments.

(a) The Company shall, and shall cause each of the Subsidiaries to, use
all reasonable efforts to ensure that no severance or other payments are
made to the Significant Stockholders or otherwise by the Company or any of
the Subsidiaries which constitute non-deductible "parachute payments" under
Section 280G of the Code.

(b) The Company shall obtain and deliver to Gold Banc on or prior to the
Closing Date the 280G Opinion Letter contemplated by Section 8.14 hereof.

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ARTICLE VI

COVENANTS OF GOLD BANC AND ACQUISITION SUBSIDIARY

Section 6.1 Regulatory Approvals. Subject to the terms and conditions of
this Agreement, Gold Banc and Acquisition Subsidiary 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 it is reasonably possible. Gold Banc and
Acquisition Subsidiary 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.

Section 6.2 Information. Gold Banc and Acquisition Subsidiary 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 Banc and Acquisition Subsidiary herein.

Section 6.3 Tax-Free Reorganization Treatment. Neither Gold Banc nor
Acquisition Subsidiary 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.

Section 6.4 Employee Benefit Plans; Prior Service Credit. Employees of the
Company or a Subsidiary shall be eligible to participate in all Gold Banc
employee benefit plans (as defined in Sections 3(3) or 3(37) of ERISA) in
accordance with their terms; provided, however, that for purposes of
determining eligibility to participate in and vesting of benefits under Gold
Banc's employee benefit plans, Gold Banc shall recognize years of service by
such employees with the Company or any Subsidiary prior to the Effective Time.

Section 6.5 Assumption of Company Stock Options. Each outstanding Company
Stock Option shall be assumed by Gold Banc on the same terms and conditions,
except that the options shall be modified (i) to provide for the issuance of
shares of Gold Common Stock, (ii) to adjust each option price by dividing such
option price by the Exchange Ratio and (iii) to adjust the number of shares
subject to each option by multiplying such number of shares by the Exchange
Ratio, all as contemplated by Section 424(a) of the Code.

Section 6.6 Confidentiality. Except as and to the extent required by Laws,
Gold Banc and Acquisition Subsidiary will not disclose or use, and will direct
their representatives not to disclose or use to the detriment of the Company
or any of the Subsidiaries any Company Confidential Information furnished, or
to be furnished, to Gold Banc, Acquisition Subsidiary or their representatives
at any time or in any manner other than in connection with the evaluation of
the transactions contemplated herein. "Company Confidential Information"
includes any information about the Company or the Subsidiaries and their
business unless (a) such information is already known to Gold Banc,
Acquisition Subsidiary or their representatives not bound by a duty of
confidentiality or such information becomes publicly available through no
fault of Gold Banc, Acquisition Subsidiary or their representatives, (b) the
use of such information is necessary or appropriate in making any filing or
obtaining any consent or approval required for the consummation of the
transactions contemplated herein, or (c) the furnishing or use of such
information is required by or necessary or appropriate in connection with
legal proceedings. Following the termination of this Agreement, upon written
request of the Company, each of Gold Banc and Acquisition Subsidiary will
promptly return to the Company or destroy any Company Confidential Information
in its possession and certify in writing to the Company that it has so
returned or destroyed such Company Confidential Information.

Section 6.7 Pooling-of-Interest Accounting Treatment. Gold Banc shall not
intentionally take or cause or permit to be taken any action, whether before
or after the Effective Time, which would disqualify the Merger from receiving
pooling-of-interest accounting treatment.

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Section 6.8 Cooperation by Gold Banc and Acquisition Subsidiary. Gold Banc
and Acquisition Subsidiary shall use all commercially reasonable efforts to
take all actions and to do all things necessary or advisable to consummate the
transactions contemplated by this Agreement and to cooperate with the Company
in connection therewith.

Section 6.9 Year 2000 Compliance. With respect to all computer hardware,
computer software applications, and bank services and products, Gold Banc
shall, and shall cause its subsidiaries to, (i) use their best efforts to
comply with all Federal Financial Institution Examination Council Year 2000
regulations and guidelines and (ii) take all action necessary to receive a
rating of "Satisfactory" or better on any Year 2000 compliance examination
conducted by their respective examining agencies.

Section 6.10 Indemnification of Directors and Insurance.

(a) Following the Effective Time, Gold Banc shall cause the Surviving
Corporation to continue to indemnify the Company's directors and officers,
in the same manner and to the same extent as such indemnification is
provided for in the Company's Certificate of Incorporation and Bylaws as of
the date of this Agreement.

(b) After the Effective Time, Gold Banc shall cause the Surviving
Corporation to maintain in effect the current policies of directors' and
officers' liability insurance maintained by the Company, or a tail policy
of comparable coverage and amount, with respect to matters arising before
the Effective Time covering the persons who are directors or officers of
the Company immediately prior to the Effective Time, for a period of up to
three years following the Effective Time, provided that the aggregate
premium for such period shall not exceed $35,000.

Section 6.11 Employee Bonuses. Gold Banc shall cause to be paid the
employee bonuses payable pursuant to Section 5.2(c) hereof in accordance with
the terms of Section 5.2(c).

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF
THE COMPANY

The obligations of the 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 the Company may
waive in writing:

Section 7.1 Representations, Warranties and Covenants. All representations
and warranties of Gold Banc and Acquisition Subsidiary 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 that to the extent any such representation or warranty
is made solely as of a specified date, such representation or warranty need
only be true and correct in all material respects as of such date. Each of
Gold Banc and Acquisition Subsidiary shall have performed in all material
respects all agreements and covenants required by this Agreement to be
performed by it on or prior to the Closing Date. The Company shall have
received a certificate signed by an executive officer of Gold Banc, dated the
Closing Date, to the foregoing effects.

Section 7.2 Regulatory Authority Approval. Orders and Consents in form and
substance reasonably satisfactory to the 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 BHC Act and any other applicable Law.

Section 7.3 Litigation. There shall not be pending or threatened any Action
which the Company reasonably believes would result in restraining, enjoining
or prohibiting the consummation of the transactions contemplated by this
Agreement.

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Section 7.4 Approval by Stockholders. The stockholders of the Company shall
have duly approved and adopted this Agreement, the Merger and the transactions
contemplated hereby to the extent required by applicable Law and the
Certificate of Incorporation and Bylaws of the Company and the Bank, and the
stockholders of Gold Banc and of Acquisition Subsidiary shall have duly
approved and adopted this Agreement, the Merger and the transactions
contemplated hereby to the extent required by applicable Law, the Articles of
Incorporation and Bylaws of Gold Banc and of Acquisition Subsidiary, and the
rules of Nasdaq.

Section 7.5 Adverse Changes. From the date hereof to the Closing Date,
there shall have been no material adverse change in the financial condition
of, or in the properties, assets, liabilities, rights or business of Gold Banc
and its subsidiaries, taken as a whole, and taking into account for this
purpose the proceeds of any applicable insurance.

Section 7.6 Federal Tax Opinion. The Company shall have received, at Gold
Banc's expense, an opinion of Gold Banc's Counsel, addressed to the Company
and its stockholders in form and substance reasonably satisfactory to the
Company and the 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 no gain or loss will be recognized by the stockholders of the Company.

Section 7.7 Opinion of Counsel. The Company shall have received, at Gold
Banc's expense, an opinion of Gold Banc's Counsel, dated the Closing Date, in
form and substance reasonably satisfactory to the Company, covering customary
corporate law matters.

Section 7.8 Market Price of Gold Banc Common Stock. The Average Gold Banc
Stock Price shall not be less than $11.00.

ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF
GOLD BANC AND ACQUISITION SUBSIDIARY

The obligations of Gold Banc and Acquisition Subsidiary 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 Banc or Acquisition Subsidiary may waive in writing:

Section 8.1 Representations, Warranties and Covenants. All representations
and warranties of the 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 that to the
extent any such representation or warranty is made solely as of a specified
date, such representation or warranty need only be true and correct in all
material respects as of such date. The Company and each Subsidiary shall have
performed all agreements and covenants required by this Agreement to be
performed by it on or prior to the Closing Date. Gold Banc shall have received
a certificate signed by an executive officer of the Company, dated the Closing
Date, to the foregoing effects.

Section 8.2 Adverse Changes. From the date hereof to the Closing Date,
there shall have been no material adverse change in the financial condition
of, or in the properties, assets, liabilities, rights or business of the
Company and its Subsidiaries, taken as a whole, and taking into account for
this purpose the proceeds of any applicable insurance.

Section 8.3 Regulatory Authority Approval. Orders and Consents in form and
substance reasonably satisfactory to Gold Banc 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
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 Banc would materially adversely affect the operations of or be unduly
burdensome to Gold Banc.

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Section 8.4 Litigation. At the Closing Date, there shall not be pending or
threatened any Action which Gold Banc reasonably believes would result in
restraining, enjoining or prohibiting the consummation of the transactions
contemplated by this Agreement.

Section 8.5 Financial Measures. On the Closing Date, the Total Equity
Capital of the Bank shall be not less than $23,000,000, the reserve for loan
and lease loss of the Bank shall be not less than $2,700,000 and the total
indebtedness of the Company (on an unconsolidated basis) shall not exceed
$10,400,000. The parties acknowledge and agree that all future earnings from
the date hereof forward shall accrue to the retained earnings or reserves of
the Company or the Bank, respectively, and shall not result in an increase of
any consideration payable by Gold Banc or Acquisition Subsidiary hereunder.

Section 8.6 Approval by Stockholders. The stockholders of the Company shall
have duly approved and adopted this Agreement and the other transactions
contemplated hereby to the extent required by applicable Law and the
Certificate of Incorporation and Bylaws of the Company and the stockholders of
Gold Banc and of Acquisition Subsidiary shall have duly approved and adopted
this Agreement and the other transactions contemplated hereby to the extent
required by applicable Law, the Articles of Incorporation and Bylaws of Gold
Banc and of Acquisition Subsidiary and the rules of Nasdaq.

Section 8.7 Tax Representations. The Company and each stockholder of the
Company owning more than 10% of the outstanding Company Common Stock shall
have made those representations reasonably requested by Gold Banc's Counsel
and necessary to enable Gold Banc's Counsel to render the opinion described in
Section 8.9 hereof.

Section 8.8 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 at the time this Agreement is submitted
to approval of the stockholders of the Company shall deliver to Gold Banc a
letter in substantially the form set forth in Exhibit B (the "Affiliate
Letter") hereto.

Section 8.9 Federal Tax Opinion. Gold Banc shall have received an opinion
of Stinson, Mag & Fizzell, P.C., counsel to Gold Banc ("Gold Banc's Counsel"),
in form and substance reasonably satisfactory to Gold Banc, 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.

Section 8.10 Opinion of Counsel. Gold Banc shall have received an opinion
of Davis, Graham & Stubbs LLP ("Company's Counsel"), dated the Closing Date,
in form and substance reasonably satisfactory to Gold Banc and Gold Banc's
counsel covering customary corporate law matters, including without limitation
the opinion of Company's Counsel (subject to reasonable assumptions as to
factual matters and conditions that will continue to exist after the Closing)
that, after the consummation of the Merger, the interest paid on subordinated
debentures issued by the Company to the Trust, will be deductible by the
Surviving Corporation as interest payments for federal income tax purposes.

Section 8.11 Qualification for Pooling-of-Interest Treatment. Gold Banc
shall have received an opinion from an accounting firm reasonably acceptable
to Gold Banc that the transactions contemplated hereby will qualify for
pooling of-interest accounting treatment and that all conditions applicable
thereto (including limitation of any cash consideration paid by Gold Banc
hereunder and absence of any capital transactions involving any parties
hereto) have been met.

Section 8.12 Regarding the Significant Stockholders.

(a) The Company and Gold Banc shall have received from each Significant
Stockholder a letter of resignation from all positions held by such
Significant Stockholder with the Company or any of the Subsidiaries prior
to the Closing (except that Zueck shall remain as a director and the
Chairman of the Board of the Bank).

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(b) The Company shall have paid to the Significant Stockholders the
severance payments to which they are entitled under their Employment
Agreements.

(c) Bruce E. Hall shall have executed and delivered to Gold Banc a Non-
Compete Agreement substantially in the form attached hereto as Exhibit C.

(d) Charles R. Harrison shall have executed and delivered to Gold Banc a
Non-Compete Agreement substantially in the form attached hereto as Exhibit
D.

(e) Herman J. Zueck shall have executed and delivered to Gold Banc a
Non-Compete Agreement substantially in the form attached hereto as Exhibit
E.

Section 8.13 Company Options. Neither the Company's Board of Directors nor
any committee thereof shall have authorized any cash payment in connection
with any outstanding Company Stock Option, and each member of each committee
empowered to act with respect to any stock option plan shall have resigned.

Section 8.14 Deductibility of Severance Payments. The Company shall have
obtained and Gold Banc shall have received from Baird, Kurtz & Dobson,
accountants for the Company, a written (i) calculation of all payments due to
the Significant Stockholders in connection with the Merger or upon the
occurrence of a change in control under their respective employment
agreements, stock option plans, deferred compensation plans, this Agreement,
the Exhibits hereto or otherwise, (ii) certification that such calculation was
completed in accordance with such agreements and plans, and (iii) opinion that
no such severance or other payments to the Significant Stockholders will
constitute any non-deductible "parachute payments" under Section 280G of the
Code (the "280G Opinion Letter").

ARTICLE IX

NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Section 10.1 No Survival of Representations and Warranties. The
representations and warranties contained herein shall not survive after the
Effective Time. The representations and warranties contained herein shall not
be deemed modified or waived by any investigation made by the party(ies)
entitled to the benefit of such representations and warranties or by their
representatives. Except as otherwise provided herein, any waiver or
modification of any representation or warranty shall be effective only if made
in writing and signed by the party(ies) entitled to the benefit of such
representation or warranty.

ARTICLE X

SECURITIES LAWS MATTERS

Section 10.1 Registration Statement and Proxy Statement. Gold Banc shall,
at Gold Banc's expense 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 Banc Common Stock to be
issued in the Merger (the "Registration Statement"). The Company, Gold Banc
and Acquisition Subsidiary 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 Banc to be called for the
purpose of considering and voting on the Merger (the "Proxy Statement"). The
Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel,
auditors and other experts to cooperate with the other's counsel, auditors and
other experts in the preparation and filing of the Registration Statement and
the Proxy Statement. Gold Banc shall not include in the Registration Statement
any information concerning the Company or any Subsidiary to which the Company
shall reasonably and timely object in writing. Gold Banc, Acquisition
Subsidiary and the Company shall use their reasonable best efforts to have the
Registration Statement declared

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effective under the Securities Act as soon as may be practicable and
thereafter the Company shall distribute the Proxy Statement to its
stockholders in accordance with applicable laws not fewer than 20 business
days prior to the date on which this Agreement is to be submitted to its
stockholders for voting thereon. If necessary, in light of developments
occurring subsequent to the distribution of the Proxy Statement, Gold Banc
shall prepare and file such amendments or supplements to the Registration
Statement and the Proxy Statement and Gold Banc and the Company shall mail or
otherwise furnish to their stockholders such amendments to the Proxy Statement
or supplements to the Proxy Statement as may, in the reasonable opinion of
Gold Banc, Acquisition Subsidiary 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 statements therein, in
light of the circumstances under which they were made, not misleading, or as
may be necessary to comply with applicable law. Gold Banc and Acquisition
Subsidiary shall not be required to maintain the effectiveness of the
Registration Statement after delivery of the Gold Banc Common Stock issued
pursuant hereto for the purpose of resale of Gold Banc Common Stock by any
Person. For a period of at least two years from the Effective Time, Gold Banc
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.

Section 10.2 State Securities Laws. The parties hereto shall cooperate in
making any filings required under the securities laws of any state in order to
qualify or register the Gold Banc 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.

Section 10.3 Publication of Combined Financial Results. Gold Banc shall
publish financial results covering at least 30 days of post-Merger combined
operations of Gold Banc and the Company, ending on a normal month-end closing
date, as soon as practicable after the Effective Time, unless the first 30 day
period of combined operations ending on a normal month-end closing date ends
on the normal closing date of an annual report on Form 10-K or quarterly
report on Form 10-Q.

Section 10.4 Affiliates. Certificates representing shares of Gold Banc
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 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 Banc and the Company and
upon receipt of an opinion of counsel reasonably satisfactory to Gold Banc
that a proposed sale, pledge, transfer or other disposition of a specified
number of shares of Gold Banc Common Stock by an Affiliate will comply with or
will be exempt from the Securities Act, Gold Banc shall, as promptly as
practicable after receipt of the stock certificates representing such
Affiliate's Gold Banc Common Stock (and in any event within seven (7) business
days after such receipt), direct the transfer agent for the Gold Banc Common
Stock to remove the stop transfer order related thereto and reissue a stock
certificate evidencing such shares to the Affiliate without such restrictive
legend.

Section 10.5 Indemnification by Gold Banc. Gold Banc agrees to indemnify
and hold harmless the Company and its stockholders, directors, officers,
employees, representatives and agents from and against any and all Damages,
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 Banc done or made in connection with the 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 or Gold Banc
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.

Section 10.6 Indemnification by the Company. The Company agrees to
indemnify and hold harmless Gold Banc and its stockholders, directors,
officers, employees, representatives and agents from and against any

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and all Damages, 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 the Company or any Subsidiary done or made in connection with the
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
or Gold Banc Common Stock except to the extent any such alleged act, failure
to act, statement or omission is a result of information provided by Gold
Banc.

ARTICLE XI

TERMINATION

Section 11.1 Basis for Termination. This Agreement and the Merger
contemplated hereby may be terminated at any time prior to the Closing Date:

(a) by mutual consent in writing of the parties hereto;

(b) by either party if the transactions contemplated hereby have not
closed before 270 days;

(c) by Gold Banc upon written notice to the 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 Banc
would materially adversely affect the operations of or would be unduly
burdensome to Gold Banc;

(d) by Gold Banc or the Company if the other party has materially
breached this Agreement and has not cured such breach within the earlier of
(i) 30 days after the non-breaching party shall have given notice to the
breaching party of the existence of such breach or (ii) the Closing Date;

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

(f) by the Company if it receives an unsolicited Acquisition Proposal as
contemplated by Section 5.7 hereof, which the Board of Directors of the
Company, in good faith, believes is superior to the Merger contemplated
hereby;

(g) by Gold Banc upon receipt of written notice from the Company
pursuant to Section 5.7(b) hereof that the Company has entered into an
agreement to engage in a transaction relating to an Acquisition Proposal
with any Person other than Gold Banc or its Affiliates or the Company's
Board of Directors or any committee thereof has endorsed, approved or
recommended an Acquisition Proposal made by any Person other than Gold Banc
or its Affiliates; or

(h) by the Company, within five (5) business days after the meeting of
the stockholders of the Company held to vote on this Agreement, if the Gold
Banc Measurement Price is less than $11.

As used in this Section 11.1, actions contemplated as being taken by Gold Banc
or the Company must be taken by their respective Boards of Directors or the
Executive Committee of such Boards.

Section 11.2 Effect of Termination. Except as set forth in Section 11.3, in
the event of termination of this Agreement for any reason set forth in Section
11.1, other than a breach thereof, no party hereto shall have any liability to
the other of any nature whatsoever, including any liability for Damages
suffered or claimed to be suffered by reason thereof.

Section 11.3 Termination Fee. The Company agrees to pay to Gold Banc upon
demand a termination fee of $2,000,000 (the "Termination Fee") if this
Agreement is terminated (i) by the Company pursuant to Section 11.1(f) or (ii)
by Gold Banc pursuant to Section 11.1(g).

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Section 11.4 Specific Performance.

(a) Subject to Section 11.1, in the event Gold Banc and Acquisition
Subsidiary have performed all of their obligations hereunder and all
conditions precedent to the obligation of the Company to close have been
met or waived in writing by the Company, but the Company fails or otherwise
refuses to close, then either or both of Gold Banc and Acquisition
Subsidiary shall be entitled to enforce the terms hereof by an Action
seeking specific performance. Such right is not exclusive and shall not
preclude Gold Banc or Acquisition Subsidiary from also pursuing an Action
to recover any and all damages resulting from the Company's default
hereunder. All remedies available to Gold Banc or Acquisition Subsidiary
hereunder or by law are cumulative.

(b) In the event the Company has performed all of its obligations
hereunder and all conditions precedent to the obligations of Gold Banc and
Acquisition Subsidiary to close have been met or waived in writing by Gold
Banc and Acquisition Subsidiary, but Gold Banc and Acquisition Subsidiary
fail or otherwise refuse to close, then the Company shall be entitled to
enforce the terms hereof by an Action seeking specific performance. Such
right is not exclusive and shall not preclude the Company from also
pursuing an Action to recover any and all damages resulting from the
default by Gold Banc and Acquisition Subsidiary hereunder. All remedies
available to the Company hereunder or by law are cumulative.

ARTICLE XII

MISCELLANEOUS

Section 12.1 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 the Company, Gold Banc or Acquisition
Subsidiary, 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.

Section 12.2 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.

Section 12.3 Expenses. Except 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.

Section 12.4 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. Except as expressly provided herein, nothing in
this Agreement, express or implied, is intended to confer on any person other
than the parties hereto or their respective successors and assigns, any
rights, remedies or obligations or liabilities under or by reason of this
Agreement.

Section 12.5 Entire Agreement; Amendments; Waiver. This Agreement contains
the entire understanding of Gold Banc, Acquisition Subsidiary and the Company
with respect to the Merger and supersedes all prior

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agreements and understandings, whether written or oral, between them with
respect to the Merger contemplated herein. 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.

Section 12.6 Notices. All notices, requests, demands or other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when personally delivered, (b) on the first Business Day
following the Business Day on which delivered to a nationally recognized
overnight delivery service, (c) if sent by facsimile transmission, on the date
that transmission is received by a responsible employee of the recipient in
legible form (it being agreed that the burden of proving receipt will be on
the sender and will not be met by a transmission report generated by the
sender's facsimile machine) or (d) if sent by certified or registered mail,
return receipt requested, on the Business Day that it is delivered or its
delivery is attempted, in any case 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 the Company:

Charles R. Harrison
Union Bankshares, Ltd.
1825 Lawrence Street
Suite 444
Denver, Colorado 80202
Telephone: (303) 298-5352
FAX: (303) 672-5710

with a copy to:

Ronald R. Levine, II
Davis, Graham & Stubbs LLP
Suite 4700
370 Seventeenth Street
Denver, CO 80202
Telephone: (303) 892-7514
FAX: (303) 893-1379

If to Gold Banc:

Michael W. Gullion
Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, KS 66211
Telephone: (913) 451-8050
FAX: (913) 451-8004

with a copy to:

Michael W. Lochmann
Stinson, Mag & Fizzell, P.C.
1201 Walnut Street
Suite 2800
Kansas City, MO 64106
Telephone: (816) 842-8600
FAX: (816) 691-3495

Section 12.7 Law Governing. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Kansas,
except to the extent that Delaware corporate law applies to the provisions
hereof relating to the Company Merger.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

GOLD BANC CORPORATION, INC.

By: _________________________________
/s/ Malcolm M. Aslin
Name: Malcolm M. Aslin
Title:President and Chief
Operating Officer

ATTEST:

/s/ Keith E. Bouchey
- -------------------------------------
Name: Keith E. Bouchey
Title: Secretary

GOLD BANC ACQUISITION CORPORATION
VIII, 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

UNION BANKSHARES, LTD.

By: _________________________________
/s/ Charles R. Harrison
Name: Charles R. Harrison
Title:Chief Executive Officer

ATTEST:

/s/ Bruce E. Hall
- -------------------------------------
Name: Bruce E. Hall
Title: Secretary

A-37
<PAGE>

Appendix B

Opinion of The Wallach Company, Inc.

, 2000

The Board of Directors
Union Bankshares, Ltd.
1825 Lawrence, Suite 444
Denver, CO 80202

Members of the Board:

You have requested our opinion as to the fairness, from a financial point
of view, to the common stockholders of Union Bankshares, Ltd. (the "Company")
of the Merger Consideration (as defined below) in the proposed merger (the
"Merger") of the Company with and into Gold Banc Corporation, Inc. ("Gold
Banc") pursuant to the Agreement and Plan of Reorganization dated August 9,
1999 (the "Agreement"). Under the terms of the Agreement, each outstanding
share of Company Common Stock, $0.001 par value, will be exchanged for shares
of Gold Banc Common Stock, $1.00 par value, will be exchanged for shares of
Gold Banc Common Stock, $1.00 par value (the "Exchange Ratio") as described in
Section 2.7(b) in the Agreement. The shares of Gold Banc Common Stock to be
issued in the Merger and pursuant to the Agreement are herein referred to as
the "Merger Consideration."

In arriving at our opinion, we have, among other things:

i. reviewed certain publicly available financial statements and other
financial information not publicly available of the Company;

ii. reviewed the current condition and growth prospects for the Company
and its subsidiary operations, including financial projections prepared by
the Company's management;

iii. discussed with the Company's management the past and current
operations and financial conditions of the Company and the prospects of the
Company if it were to remain independent;

iv. reviewed the Company's historical stock trading activity and
considered the prospect for value, liquidity, dividend yield and growth if
the Company were to remain independent;

v. compared the Company to other publicly traded regional financial
institutions of similar size;

vi. evaluated the economic, financial and competitive climate for
financial institutions in Colorado;

vii. reviewed the process used leading to the Gold Banc offer, including
a review of other potential acquirors;

viii. contacted one other potential acquiror to determine its interest
in a potential acquisition of the Company;

ix. compared the Gold Banc offer to recent transactions involving other
institutions of similar size in the same geographic market, to the extent
publicly available;

x. compared the Gold Banc offer to control valuation estimates of the
Company's Common Stock using various valuation methods;

xi. examined the price and trading activity for Gold Banc;

xii. reviewed the implications for the Company's shareholders receiving
Gold Banc stock with regards to prospects for value, liquidity, dividend
yield and growth;

xiii. met with Gold Banc management and reviewed certain publicly
available financial statements and other information not publicly available
of Gold Banc, visited certain Gold Banc facilities in Kansas City, and
discussed the prospects of Gold Banc with Gold Banc's management; and

xiv. reviewed the Agreement.
<PAGE>

Neither Gold Banc nor the Company imposed any limitations upon the scope of
the investigation performed by us in forming our opinion. In rendering our
opinion, we did not independently verify the asset quality and financial
condition of Gold Banc or the Company, but instead relied upon the data
provided by or on behalf of Gold Banc and the Company to be true and accurate
in all material respects.

We have assumed without independent verification the accuracy and
completeness of the financial and other information regarding the Company that
was provided to us or obtained from publicly available sources. We have not
prepared or acquired an independent valuation or appraisal of any of the
assets of the Company and we have assumed without independent verification
that the aggregate allowance for loan losses of the Company is adequate to
cover such losses. With respect to business plans and forecasts, we have
assumed that they have been reasonably prepared on a basis reflecting the best
currently available estimates and judgments of the management of the Company
as to the future performance of the Company, its subsidiaries and business
units. Furthermore, we have assumed that the Merger will be consummated on a
timely basis in accordance with its terms and pursuant to the Agreement. We
have also taken into account our assessment of general economic, market and
financial conditions as they exist, as well as our experience in connection
with similar transactions and securities valuations generally. Our opinion
necessarily is based upon conditions as they exist and can be evaluated as of
the date of this opinion.

The Wallach Company is an investment banking firm engaged in the valuation
of businesses and their securities in connection with mergers and
acquisitions, private placements, and valuations for corporate and other
purposes. The Wallach Company, as the Company's financial adviser, assisted
with the marketing and negotiations leading to the Agreement for which it has
and will receive compensation.

Based on our analysis of the foregoing, the assumptions described above and
upon such other factors we deem relevant, it is our opinion that, as of the
date hereof, the Merger Consideration is fair to the Company's shareholders
from a financial point of view.

The Wallach Company, Inc.

B-2
<PAGE>

Appendix C

Opinion of U.S. Bancorp Piper Jaffray Inc.

November 15, 1999

Board of Directors
Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, Kansas 66211

Members of the Board:

This letter relates to the proposed transaction (the "Merger") pursuant to
that certain Agreement and Plan of Reorganization dated August 9, 1999 (the
"Agreement") among Gold Banc Corporation, Inc., a Kansas corporation ("Gold
Banc") and Union Bankshares, Ltd., a Delaware corporation ("Union"), pursuant
to which Union will merge with and into a subsidiary of Gold Banc in the
Merger, and Union will become a wholly owned subsidiary of Gold Banc. Pursuant
to the Merger, as more fully described in the Agreement, shares of common
stock, par value $.001 per share, of Union ("Union Common Stock") will be
converted into the right to receive common stock, par value $1.00 per share,
of Gold Banc ("Gold Banc Common Stock"). Pursuant to the Agreement, if the
average price for a share of Gold Banc Common Stock during the 10-day trading
period ending three days prior to the effective time of the Merger is between
$13.00 and $16.00, each outstanding share of Union Common Stock will be
converted into a number of shares of Gold Banc Common Stock determined by
dividing $23.05 by such average price. If such average trading price for Gold
Banc Common Stock is less than $13.00, subject to certain termination
provisions, the exchange ratio will be fixed at 1.7731, and if such average
trading price is more than $16.00, the exchange ratio will be fixed at 1.4406.
You have requested our opinion as to the fairness, from a financial point of
view, to Gold Banc, of the consideration to be paid in the Merger (the "Merger
Consideration").

U.S. Bancorp Piper Jaffray Inc. ("US Bancorp Piper Jaffray"), as a
customary part of its investment banking business, is engaged in the valuation
of businesses and their securities in connection with mergers and
acquisitions, underwritings and secondary distributions of securities, private
placements, and valuations for estate, corporate and other purposes. US
Bancorp Piper Jaffray makes a market in Gold Banc Common Stock and also
provides research coverage for Gold Banc. US Bancorp Piper Jaffray has acted
as a manager of one underwriting of Gold Banc securities and may provide other
investment banking services for Gold Banc in the future. Neither our past or
future services relate to or are a condition of our delivery of this letter to
you. For our services in rendering this opinion. Gold Banc will pay us a fee
and indemnify us against certain liabilities.

In arriving at our opinion, we have undertaken such reviews, analyses and
inquiries as we deemed necessary and appropriate under the circumstances.
Among other things, we have:

1. Reviewed the Agreement dated August 9, 1999.

2. Reviewed the Reports on Form 10-K for Gold Banc for the two fiscal years
ended December 31, 1998 and December 31, 1997, and the Report on Form
10-KSB for Gold Banc for the fiscal year ended December 31, 1996.

3. Reviewed the Reports on Form 10-Q for Gold Banc for the three quarters
ended September 30, 1999, June 30, 1999 and March 31, 1999.

4. Reviewed the Reports on Form 10-K for Union for the three fiscal years
ending December 31, 1998, December 31, 1997 and December 31, 1996.

5. Reviewed the Reports on Form 10-Q for Union for the three quarters ended
September 30, 1999, June 30, 1999 and March 31, 1999.

6. Reviewed financial forecasts for Gold Banc for the periods ending
December 31, 1999 through 2002 furnished by Gold Banc's management.

C-1
<PAGE>

7. Reviewed financial forecasts for Union for the periods ending December
31, 1999 through 2003 furnished by Union's management, and forecasts for
the same periods as reviewed and revised by Gold Banc's management.

8. Conducted discussions with certain members of management of Gold Banc.
Topics discussed included, but were not limited to, the background and
rationale of the Merger, the financial condition, operating performance,
and the balance sheet characteristics of Gold Banc and Union and the
prospects for the combined company after consummation of the proposed
Merger.

9. Conducted discussions with certain members of management of Union.
Topics discussed included, but were not limited to, the background and
rationale for the Merger, the financial condition, operating
performance, balance sheet characteristics and prospects of Union.

10. Reviewed the financial terms, to the extent publicly available, of
certain comparable mergers and acquisitions which we deemed relevant.

11. Performed a discounted implied dividend analysis on financial forecasts
for Union.

12. Considered the projected proforma effect of the Merger on Gold Banc's
earnings per share.

13. Considered the projected relative contribution of Gold Banc to the
combined company.

14. Compared certain financial data of Union with certain financial data of
companies deemed similar to Union or within the business sector in
which Union operates.

15. Reviewed such other financial data, performed such other analyses and
considered such other information as we deemed necessary and
appropriate under the circumstances.

We have relied upon and assumed the accuracy and completeness of the
financial statements and other information provided by Gold Banc and Union or
otherwise made available to us and have not assumed responsibility to
independently verify such information. We have also relied upon the assurances
of Gold Banc's and Union's management that the information provided pertaining
to Gold Banc and Union has been prepared on a reasonable basis and, with
respect to financial planning data, reflects the best currently available
estimates, and that they are not aware of any information or facts that would
make the information provided to us incomplete or misleading. Without limiting
the generality of the foregoing, we have assumed that neither Gold Banc nor
Union is a party to any pending transaction, including external financings,
recapitalizations, acquisitions or merger discussions, other than the Merger
or in the ordinary course of business, and have specifically excluded the
impact of any transactions which may be consummated after the Merger,
including Gold Banc's pending acquisitions of American Bancshares, Inc.,
CountryBanc Holding Company, First Business Bancshares of Kansas City, N.A.
and Linn County Bank.

In arriving at our opinion, we have not performed nor been furnished any
appraisals or valuations of the specific assets or liabilities of Union being
conveyed in the Merger. We express no opinion regarding the liquidation value
of Union. We have undertaken no independent analysis of any pending or
threatened litigation, possible unasserted claims or other contingent
liabilities, to which either Gold Banc, Union or any of their affiliates is a
party or may be subject and, at Gold Banc's direction and with its consent,
our opinion makes no assumption concerning, and therefore does not consider,
the possible assertion of claims, outcomes or damages arising out of any such
matters. Furthermore, we express no opinion regarding Gold Banc's business
decision to proceed with the Merger or the business purposes thereof.

Our opinion is necessarily based upon information available to us, facts
and circumstances and economic, market and other conditions as they exist and
are available for evaluation on the date hereof. Events occurring, or facts
and circumstances or economic, market and other conditions becoming available
for evaluation after the date hereof could materially affect the assumptions
used in preparing this opinion. We have not undertaken to reaffirm or revise
this opinion or otherwise comment upon any events occurring, or facts and
circumstances or economic, market and other conditions becoming available for
evaluation after the date hereof. We express no opinion herein as to the
prices at which shares of Gold Banc or Union common stock may trade at any
future time.

C-2
<PAGE>

This opinion is directed to the Board of Directors of Gold Banc and shall
not be published or otherwise used, nor shall any public references to US
Bancorp Piper Jaffray be made without our prior written consent; provided,
however, that this letter may be reproduced in full in the proxy
statement/prospectus filed with the Securities and Exchange Commission in
connection with the Merger.

Based upon and subject to the foregoing and based upon such other factors
as we consider relevant, it is our opinion that the Merger Consideration is
fair, from a financial point of view, to Gold Banc, as of the date hereof.

Sincerely,

/s/ U.S. BANCORP PIPER JAFFRAY INC.

C-3
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

The following summary is qualified in its entirety by reference to the
complete text of the statute referred to below and the Restated Articles of
Incorporation, as amended, and Amended and Restated Bylaws of Gold Banc
Corporation, Inc. (the "Registrant").

Under Section 17-6305 of the Kansas General Corporation Code (the "Kansas
Code"), a corporation may indemnify a director, officer, employee or agent of
the corporation (or other entity if such person is serving in such capacity at
the corporation's request) against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. In the case of an action brought by
or in the right of a corporation, the corporation may indemnify a director,
officer, employee or agent of the corporation (or other entity if such person
is serving in such capacity at the corporation's request) against expenses
(including attorneys' fees) actually and reasonably incurred by him if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless a court determines that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses as the court shall
deem proper. Expenses (including attorneys' fees) incurred by an officer of
director in defending any civil or criminal suit or proceeding may be paid by
the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or one half of such director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation.

Consistent with Section 17-6305 of the Kansas Code, Article VI, Section 1
of the Amended and Restated Bylaws of the Registrant provide that the
Registrant will indemnify its directors, advisory directors and officers
against expenses, judgments, fines and amounts paid in settlement in
connection with any action, suit or proceeding to the fullest extent permitted
by the Kansas Code. With respect to a criminal action or proceeding, the
director or officer must also have had no reasonable cause to believe his
conduct was unlawful.

Article Nine of the Registrant's Restated Articles of Incorporation
provides that no director or advisory director shall be liable to the
Registrant or its stockholders for monetary damages for breaches of fiduciary
duty as a director except to the extent such exemption from liability or
limitation thereof is not permitted under the Kansas Code. Section 17-
6002(b)(8) of the Kansas Code does not permit the exemption from or limitation
of liability for (i) breaches of their duty of loyalty to the Registrant or
its stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) certain
transactions under Section 17-6424 of the Kansas Code (unlawful payment of
dividends) or (iv) transactions from which a director derives an improper
personal benefit.

Under VI, Section 4 of the Amended and Restated Bylaws of the Registrant,
the Registrant may purchase and maintain insurance on behalf of any person who
is or was a director, advisory director, officer, employee, fiduciary or agent
of another corporation, partnership, joint venture, trust or other enterprise
against any liability arising out of his status as such, whether or not the
Registrant would have the Registrant would have the power to indemnify such
persons against liability. The Registrant carries standard directors and
officers liability coverage for its directors and officers and the directors
and officers of its subsidiaries. Subject to certain limitations and
exclusion, the policies reimburse the Registrant for liability indemnified
under the Amended and Restated Bylaws and indemnify the directors and officers
against additional liabilities not indemnified under the Amended and Restated
Bylaws.

II-1
<PAGE>

Item 21(a). Exhibits

The following exhibits are filed herewith or incorporated herein by
reference.

<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
2.1 Agreement and Plan of Reorganization dated August 9, 1999, among
the Registrant, Gold Banc Acquisition Corporation VIII, Inc., and
Union Bankshares, Ltd. (Included as Appendix A to the Prospectus).

3.1 Restated Articles of Incorporation of the Registrant. (Previously
filed as an Exhibit to the Registrant's Registration Statement on
Form SB-2 No. 333-12377 and the same is incorporated herein by
reference).

3.2 Certificate of Amendment to Restated Articles of Incorporation.
(Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-4 No. 333-28563 and the same is incorporated
herein by reference).

3.3 Amended and Restated Bylaws of the Registrant.

3.4 Certificate of Amendment to Restated Articles of Incorporation.
(Previously filed as an Exhibit to the Registrant's Registration
Statement on Form S-4 No. 333-65539 and the same is incorporated
by reference).

4.1 Form of Common Stock Certificate. (Previously filed as an Exhibit
to the Registrant's Registration Statement on Form SB-2 No. 333-
12377 and the same is incorporated herein by reference).

4.2 Rights Agreement dated October 13, 1999, between the Registrant
and American Stock Transfer and Trust Registrant, as Rights Agent.
(Previously filed as an Exhibit to the Registrant's Current Report
on Form 8-K filed October 15, 1999 and the same is incorporated
herein by reference).

5.1 Opinion of Stinson, Mag & Fizzell, P.C.

8.1 Opinion of Stinson, Mag & Fizzell, P.C.

9.1 Proxy Agreement/Stockholder Agreement between Michael W. Gullion
and William Wallman, dated as of September 15, 1996. (Previously
filed as an Exhibit to the Registrant's Registration Statement on
Form SB-2 No. 333-12377 and the same is incorporated herein by
reference).

9.2 Proxy Agreement/Stockholder Agreement between Michael W. Gullion,
William F. Wright, and Allen D. Petersen dated as of September 15,
1996. (Previously filed as an Exhibit to the Registrant's
Registration Statement on Form SB-2 No. 333-12377 and the same is
incorporated herein by reference).

9.3 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. (Previously
filed as an Exhibit to the Registrant's Registration Statement on
Form SB-2 No. 333-39849 and the same is incorporated herein by
reference).

10.1 Employment Agreement between the Registrant and Michael W.
Gullion. (Previously filed as an Exhibit to the Registrant's
Registration Statement on Form SB-2 No. 333-12377 and the same is
incorporated herein by reference).

10.2 Employment Agreement between the Registrant and Keith E. Bouchey.
(Previously filed as an Exhibit to the Registrant's Registration
Statement on Form SB-2 No. 333-12377 and the same is incorporated
herein by reference).

10.3 Employment Agreement between the Registrant and Joseph F. Smith.
(Previously filed as an Exhibit to the Registrant's Annual Report
on Form 10-K filed March 31, 1999 for the year ended December 31,
1998 and the same is incorporated herein by reference).

10.4 Employment Agreement between the Registrant and Malcolm M. Aslin.
(Previously filed as an Exhibit to the Registrant's Annual Report
on Form 10-K filed March 31, 1999 for the year ended December 31,
1998 and the same is incorporated herein by reference).
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
10.5 Gold Banc Corporation, Inc. 1996 Equity Compensation Plan.
(Previously filed as an Exhibit to the Registrant's Registration
Statement on Form SB-2 No. 333-12377 and the same is incorporated
herein by reference).

10.6 Form of Tax Sharing Agreements between the Registrant and the
Registrant Subsidiaries. (Previously filed as an Exhibit to the
Registrant's Registration Statement on Form SB-2 No. 333-12377 and
the same is incorporated herein by reference).

10.7 Form of Federal Home Loan Bank Credit Agreement to which each of
the Registrant's banking subsidiaries is a party. (Previously
filed as an Exhibit to the Registrant's Registration Statement on
Form SB-2 No. 333-12377 and the same is incorporated herein by
reference).

10.8 Form of Junior Subordinated Indenture dated as of December 15,
1997 between the Registrant and Banker's Trust Company as Trustee.
(Previously filed as an Exhibit to the Registrant's Registration
Statement on Form SB-2 No. 333-39849 and the same is incorporated
herein by reference).

10.9 Form of Trust Agreement dated as of December 15, 1997 between the
Registrant and Banker's Trust (Delaware) as Trustee. (Previously
filed as an Exhibit to the Registrant's Registration Statement on
Form SB-2 No. 333-39849 and the same is incorporated herein by
reference).

10.10 Form of Amended and Restated Trust Agreement among the Registrant,
Banker's Trust Company, as Property Trustee, Banker's Trust
(Delaware), as Delaware Trustee and various holders of Trust
Securities. (Previously filed as an Exhibit to the Registrant's
Registration Statement on Form SB-2 No. 333-39849 and the same is
incorporated herein by reference).

10.11 Form of Guaranty Agreement between the Registrant, as Guarantor,
and Banker's Trust Company, as Trustee, dated as of December 15,
1997. (Previously filed as an Exhibit to the Registrant's
Registration Statement on Form SB-2 No. 333-39849 and the same is
incorporated herein by reference).

10.12 Voting Agreement, dated August 9, 1999, among Gold Banc
Corporation, Inc., Charles R. Harrison, Herman J. Zueck, Bruce E.
Hall, Bruce E. Hall, trustee of the Colleen M. Thompson
Irrevocable Trust, dated June 7, 1999, and Bruce E. Hall, trustee
of the Andrea M. Harrison Irrevocable Trust, dated June 7, 1999.
(Previously filed as an Exhibit to the Registrant's Current Report
on Form 8-K filed August 24, 1999 and the same is incorporated
herein by reference).

10.13 Agreement and Plan of Reorganization, dated September 6, 1999,
among Gold Banc Corporation, Inc., Gold Banc Acquisition
Corporation XI, Inc., and American Bancshares, Inc. (Previously
filed as an Exhibit to the Registrant's Current Report on Form 8-K
filed September 9, 1999 and the same is incorporated herein by
reference).

10.14 Voting Agreement, dated September 6, 1999, among Gold Banc
Corporation, Inc., J. Gary Russ, Ronald L. Larson, Timothy I.
Miller, Dan E. Molter, Kirk D. Moudy, Lynn B. Powell, III, Walter
L. Presha, R. Jay Taylor and Edward D. Wyke. (Previously filed as
an Exhibit to the Registrant's Current Report on Form 8-K filed
September 9, 1999 and the same is incorporated herein by
reference).

10.15 Agreement and Plan of Reorganization, dated October 22, 1999,
among Gold Banc Corporation, Inc., Gold Banc Acquisition
Corporation XII, Inc., and CountryBanc Holding Company.
(Previously filed as an Exhibit to the Registrant's Current Report
on Form 8-K filed October 29, 1999 and the same is incorporated
herein by reference).
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
10.16 Agreement and Plan of Reorganization, dated October 19, 1999,
between Gold Banc Corporation, Inc. and First Business Bancshares
of Kansas City, Inc., together with the Bank Merger Agreement
attached thereto as Exhibit A. (Previously filed as an Exhibit to
the Registrant's Current Report on Form 8-K filed October 29, 1999
and the same is incorporated herein by reference).

21.1 List of Subsidiaries of the Registrant.

23.1 Consent of KPMG LLP.

23.2 Consent of Baird, Kurtz & Dobson.

23.3 Consent of Baird, Kurtz & Dobson.

23.4 Consent of Arthur Andersen LLP.

23.5 Consent of PricewaterhouseCoopers LLP.

23.6 Consent of The Wallach Company, Inc.

23.7 Consent of U. S. Bancorp Piper Jaffray Inc.

23.8 Consent of Stinson, Mag & Fizzell, P.C. (included in Exhibits 5.1
and 8.1).

24.1 Powers of Attorney (included in signature page to registration
statement).

99.1 Form of Proxy of Union Bankshares, Ltd.*
</TABLE>
- --------
*To be filed by amendment.

Item 21(b). Financial Statement Schedules

Schedules are omitted because they either are not required or are not
applicable or because equivalent information has been included in the
financial statements, the notes thereto or elsewhere herein.

Item 22. Undertakings

The undersigned registrant hereby undertakes:

(1) That, for 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 Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's 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 that 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.

(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.

II-4
<PAGE>

(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-5
<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
November 23, 1999.

Gold Banc Corporation, Inc.
(Registrant)

/s/ Michael W. Gullion
By: _________________________________
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 J.
Craig Peterson, 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, and November 23, 1999
____________________________________ Chief
Michael W. Gullion Executive Officer
(Principal Executive
Officer)

/s/ Malcolm M. Aslin Director, President, and November 23, 1999
____________________________________ Chief Operating Officer
Malcolm M. Aslin

/s/ Keith E. Bouchey Director, Executive Vice November 23, 1999
____________________________________ President, and Corporate
Keith E. Bouchey Secretary

/s/ J. Craig Peterson Chief Financial Officer November 23, 1999
____________________________________ (Principal Financial
J. Craig Peterson Officer)

/s/ Brian J. Ruisinger Treasurer and Controller November 23, 1999
____________________________________ (Principal Accounting
Brian J. Ruisinger Officer)

/s/ William Wallman Director November 23, 1999
____________________________________
William Wallman

/s/ William F. Hagman, Jr. Director November 23, 1999
____________________________________
William F. Hagman, Jr.

/s/ William F. Wright Director November 23, 1999
____________________________________
William F. Wright

/s/ Allen D. Petersen Director November 23, 1999
____________________________________
Allen D. Petersen
</TABLE>

II-6

<PAGE>

Exhibit 3.3

AMENDED AND RESTATED BYLAWS

GOLD BANC CORPORATION, INC.

A Corporation Originally Incorporated In The
State Of Kansas As Gold Bancshares, Inc. On December 5, 1985

As Amended by the Board of Directors on October 13, 1999

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in
the State of Kansas shall be located at 11301 Nall Avenue, Leawood, Johnson
County, Kansas 66211. The name of the corporation's registered agent at such
address shall be Michael W. Gullion. The registered office and/or registered
agent of the corporation may be changed from time to time by action of the board
of directors.

Section 2. Other Offices. The corporation may have additional offices at
such other places, both within and without the State of Kansas, as the board of
directors may from time to time determine or the business of the corporation may
require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meetings. The annual meeting of the stockholders of the
corporation shall be held each year within one hundred and twenty (120) days
after the close of the immediately preceding fiscal year of the corporation for
the purpose of electing directors and conducting such other proper business as
may come before the meeting. The date, time and place of the annual meeting
shall be determined by the board of directors of the corporation.

Section 2. Special Meetings. Except as otherwise required by law and
subject to the right of holders of any preferred stock then outstanding, special
meetings of stockholders may be called at any time by the chief executive
officer of the corporation or by or at the direction of a majority of the board
of directors, and shall be called by the chairman of the board, the chief
executive officer or the secretary upon the written request of the holders of
not less than fifty-five percent (55%) of all of the outstanding shares of the
corporation entitled to vote at the
<PAGE>

meeting. Such meetings may be called for any proper purpose and may be held at
such time and place as shall be stated in a notice of the meeting or in a duly
executed waiver thereof. The business transacted at a special meeting of
stockholders shall be limited to that stated in the notice of such meeting or in
a duly executed waiver thereof.

Section 3. Place of Meetings. The board of directors may designate any
place, either within or without the State of Kansas, as the place of meeting for
any annual meeting. The person or persons calling a special meeting may
designate any place, either within or without the State of Kansas, as the place
of meeting for such special meeting. If no designation is made, the place of the
annual or special meeting shall be the registered office of the corporation in
the State of Kansas.

Section 4. Notice. Whenever stockholders are required or permitted to
take action at a meeting, written or printed notice stating the place, date and
time of such meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given to each stockholder
entitled to vote at such meeting not less than ten (10) nor more than fifty (50)
days before the date of the meeting. All such notices shall be delivered, either
personally or by mail, by or at the direction of the board of directors, the
chief executive officer or the secretary. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, postage prepaid,
addressed to the stockholder at his, her or its address as the same appears on
the records of the corporation. Attendance of a stockholder at a meeting shall
constitute a waiver of notice of such meeting, except when the stockholder
attends for the express purpose of objecting at the beginning of the meeting to
the transaction of any business because the meeting is not lawfully called or
convened.

Section 5. Stockholders List. The officer having charge of the stock
ledger of the corporation shall make, at least ten (10) days before every
meeting of the stockholders, a complete list of the stockholders entitled to
vote at such meeting arranged in alphabetical order, showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.

Section 6. Quorum. The holders of a majority of the outstanding shares of
capital stock of the corporation, present in person or represented by proxy at a
meeting of the stockholders and entitled to vote thereat, shall constitute a
quorum at such meeting, except as otherwise provided by statute or by the
articles of incorporation. If a quorum is not present, the holders of a majority
of the shares present in person or represented by proxy at the meeting and
entitled to vote thereat may adjourn the meeting to another time and/or place.
When a quorum is once present to commence a meeting of stockholders, it is not
broken by the subsequent withdrawal of any stockholders or their proxies.

Section 7. Adjourned Meetings. When a meeting is adjourned to another
time and/or place, notice need not be given of the adjourned meeting if the time
and place thereof are
<PAGE>

announced at the meeting at which the adjournment is taken. The corporation may
transact any business at the adjourned meeting which might have been transacted
at the original meeting. If the adjournment is for more than thirty (30) days or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote
of a majority of shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter shall be the act of the stockholders,
unless the question is one upon which, by express provisions of an applicable
law, the articles of incorporation or these bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

Section 9. Voting Rights. Except as otherwise provided by the Kansas
General Corporation Code or by the articles of incorporation, and subject to
Section 3 of Article VII hereof, every stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock having voting power held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after eleven (11)
months from its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. Any proxy is suspended when the person
executing the proxy is present at a meeting of stockholders and elects to vote,
except that when such proxy is coupled with an interest and the fact of the
interest appears on the face of the proxy, the agent named in the proxy shall
have all voting and other rights referred to in the proxy, notwithstanding the
presence of the person executing the proxy. At each meeting of the stockholders,
and before any voting commences, all proxies filed at or before the meeting
shall be submitted to and examined by the secretary of the corporation or a
person designated by the secretary, and no shares may be represented or voted
under a proxy that has been found to be invalid or irregular.

Section 11. Proposed Business for Annual Meetings. Except as may
otherwise be required by applicable law or regulation or be expressly authorized
by the entire board of directors, a stockholder may make a nomination or
nominations for director of the corporation at an annual meeting of stockholders
or may bring up any other matter for consideration and action by the
stockholders at an annual meeting of stockholders, only if the provisions of
subsections A, B, C and D hereto shall have been satisfied. If such provisions
shall not have been satisfied, any nomination sought to be made or other
business sought to be presented by a stockholder for consideration and action by
the stockholders at such a meeting shall be deemed not properly brought before
the meeting, shall be ruled by the chairman of the meeting to be out of order,
and shall not be presented or acted upon at the meeting.
<PAGE>

(a) The stockholder must be a stockholder of record on the record
date for such annual meeting, must continue to be a stockholder of record
at the time of such meeting, and must be entitled to vote thereat.

(b) The stockholder must deliver or cause to be delivered a written
notice to the secretary of the corporation. Such notice must be received by
the secretary no less than one hundred twenty (120) days prior to the day
corresponding to the date on which the corporation released its proxy
statement in connection with the previous year's annual meeting; provided,
however, that if the date of the annual meeting has been changed by more
than thirty (30) days from the date of the previous year's annual meeting,
such notice must be received by the secretary a reasonable time prior to
the time at which notice of such meeting is delivered to the stockholders.
The notice shall specify (a) the name and address of the stockholder as
they appear on the books of the corporation, (b) the class and number of
shares of the corporation which are beneficially owned by the stockholder;
(c) any material interest of the stockholder in the proposed business
described in the notice; (d) if such business is a nomination for director,
each nomination sought to be made, together with the reasons for each
nomination, a description of the qualifications and business or
professional experience of each proposed nominee and a statement signed by
each nominee indicating his or her willingness to serve if elected, and
disclosing the information about him or her that is required by the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules
and regulations promulgated thereunder to be disclosed in the proxy
materials for the meeting involved if he or she were a nominee of the
corporation for election as one of its directors; (e) if such business is
other than a nomination for director, the nature of the business, the
reasons why it is sought to be raised and submitted for a vote of the
stockholders and if and why it is deemed by the stockholder to be
beneficial to the corporation, and (f) if so requested by the corporation,
all other information that would be required to be filed with the
Securities and Exchange Commission if, with respect to the business
proposed to be brought before the meeting, the person proposing such
business was a participant in a solicitation subject to Section 14 of the
1934 Act.

(c) Notwithstanding satisfaction of the provisions of subsection A
and subsection B, the proposed business described in the notice may be
deemed not to be properly brought before the meeting if, pursuant to state
law or to any rule or regulation of the Securities and Exchange Commission,
it was offered as a stockholder proposal and was omitted, or had it been so
offered, it could have been omitted, from the notice of, and proxy material
for, the meeting (or any supplement thereto) authorized by the board of
directors.

(d) In the event such notice is timely given pursuant to subsection B
and the business described therein is not disqualified pursuant to
subsection C, such business may be presented by, and only by, the
stockholder who shall have given the notice required by subsection A or a
representative of such stockholder who is qualified under the law of the
State of Kansas to present the proposal on the stockholder's behalf at the
meeting.

Section 12. Conduct of Meetings. The chairman of the board of directors
shall preside at each meeting of stockholders. In the absence of the chairman,
the meeting shall be chaired by
<PAGE>

an officer of the corporation in accordance with the following order: president,
executive vice president, senior vice president and vice president. In the
absence of all such officers, the meeting shall be chaired by a person chosen by
the vote of the holders of a majority outstanding shares of common stock, of the
stockholders present in person or represented by proxy and entitled to vote
thereat, who shall act as chairman of the meeting. The chairman of the meeting
shall have authority on his own motion to adjourn the meeting from time to time
without the approval of the stockholders who are present in person or
represented by proxy and entitled to vote thereat.

The secretary or in his or her absence an assistant secretary or in the
absence of the secretary and all assistant secretaries a person whom the
chairman of the meeting shall appoint shall act as secretary of the meeting and
keep a record of the proceedings thereof.

The board of directors of the corporation may to the extent not prohibited
by law adopt by resolution such rules and regulations for the conduct of the
meeting of stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the board of
directors, the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the board of directors or prescribed by the chairman of the meeting, may to
the extent not prohibited by law include, without limitation, the following: (i)
the establishment of an agenda or order of business for the meeting; (ii) rules
and procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the meeting to
stockholders of record of the corporation, their duly authorized and constituted
proxies or such other person as the chairman of the meeting shall determine;
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof; (v) limitations on the time allotted to questions or
comments by participants; and (vi) regulation of the opening and closing of the
polls for balloting on matters which are to be voted upon by ballot. Unless, and
to the extent, determined by the board of directors or the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation
shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. Upon the effective date
of these bylaws, the number of directors which shall constitute the board of
directors shall be five (5). Thereafter, the number of directors which shall
constitute the board of directors shall be established from time to time by, and
only by, resolution duly adopted by a majority of the directors then
constituting the entire board of directors. Any change in the number of
directors shall be reported to the Secretary of State of the State of Kansas
within thirty (30) calendar days after the adoption thereof. Except as otherwise
provided in the articles of incorporation or in
<PAGE>

Section 3 of this Article III, a director shall be elected at an annual meeting
of the stockholders by a plurality of the votes of the shares present in person
or represented by proxy at the meeting and entitled to vote in the election of
directors. A director's term of office shall be as provided in the articles of
incorporation. A director shall hold office until the annual meeting for the
year in which such director's term expires and until a successor shall be duly
elected and qualified, or until such director's earlier death, resignation or
removal as hereinafter provided.

Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled only by
the board of directors and in the manner provided in the articles of
incorporation. The term of office of a director so chosen shall be as provided
in the articles of incorporation. Each director so chosen shall hold office
until the annual meeting for the year in which such director's term expires and
until a successor shall be duly elected and qualified, or until such director's
earlier death, resignation or removal as hereinafter provided.

Section 4. Removal and Resignation. Any director or the entire board of
directors may be removed at such time and in such manner as provided in the
articles of incorporation. Any director may resign at any time upon written
notice to the corporation.

Section 5. Regular Meetings. The annual meeting of each newly elected
board of directors shall be held without notice other than this bylaw
immediately after, and at the same place as, the annual meeting of stockholders.
Other regular meetings of the board of directors may be held without notice at
such time and at such place, either within or without the State of Kansas, as
shall from time to time be determined by resolution of the board of directors.

Section 6. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chief executive officer or a majority
of the board of directors. The person or persons so calling such special meeting
shall designate the time and place for the holding of such meeting. The place so
designated may be any place in the United States, either within or without the
State of Kansas. Notice of any special meeting shall be given at least three (3)
days prior to the date fixed for such meeting by written notice delivered
personally, by mail, or by a nationally recognized overnight delivery service to
each director at his business address, or by telex or telecopy; provided,
however, that if the designated meeting place is without the State of Kansas, an
additional five (5) days' notice shall be given. If notice is given by mail,
such notice shall be deemed to be delivered three (3) days after such notice is
deposited with the United States mail properly addressed, postage prepaid. If
notice is given by overnight delivery service, such notice shall be deemed
delivered one (1) day after such notice is delivered during business hours to
such overnight delivery service properly addressed, postage prepaid. If notice
is given personally or by telex or telecopy, such notice shall be deemed to be
delivered when received. Neither the business to be transacted at nor the
purpose of any special meeting of the board of directors need be specified in
the notice or waiver of notice of such meeting. Any member of the board of
directors or any committee thereof who is present at a meeting shall be
conclusively presumed to have waived notice of such meeting except when such
member attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened.
<PAGE>

Section 7. Quorum, Required Vote and Adjournment. A majority of the total
number of directors then in office shall constitute a quorum for the transaction
of business at any meeting of the board of directors. Except as otherwise
provided by the articles of incorporation, the vote of a majority of directors
present at a meeting at which a quorum is present shall be the act of the board
of directors. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

Section 8. Committees. The board of directors may, by resolution or
resolutions adopted by a majority of the whole board, designate an executive
committee, such committee to consist of three (3) or more directors of the
corporation. To the extent provided in said resolution or resolutions, such
executive committee shall have and may exercise all of the authority of the
board of directors in the management of the corporation. The board of directors
may, by resolution or resolutions adopted by a majority of the whole board,
designate an audit committee, a compensation committee, and a nominating
committee, each such committee to consist of one (1) or more directors of the
corporation. The audit committee shall have responsibility for working with the
accounting firm retained by the corporation to review the annual financial
statements of the corporation and related management letters and for periodic
review with the chief financial officer of the corporation of the financial
performance of the corporation. The compensation committee shall be responsible
for at least annual review of the compensation for the senior executive officers
of the corporation. The nominating committee shall annually nominate persons as
candidates to fill vacancies on the board of directors.

In addition to the committees specifically provided for in these bylaws,
the board of directors of the corporation, by resolution or resolutions adopted
by a majority of the whole board of directors, may designate any other
committees, each such committee to consist of one (1) or more of the directors
of the corporation. To the extent provided in such resolution or resolutions,
each such committee shall have and may exercise all of the authority of the
board of directors in the management of the corporation.

The designation of any such committee and the delegation thereto of
authority shall not operate to relieve the board of directors, or any member
thereof, of any responsibility imposed upon the board or any director by law.

The board of directors shall elect the members of any such committee, which
members shall serve at the pleasure of the board. The board of directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of such committee.

Section 9. Committee Rules. Each committee of the board of directors may
fix its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by a resolution of the board of
directors designating such committee. Unless otherwise provided in such a
resolution, a majority of the members of the committee shall constitute a
quorum. In the event that a member and that member's alternate, if alternates
are designated by the board of directors as provided in Section 8 of this
Article III, of such committee is or are absent or disqualified, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a
<PAGE>

quorum, may unanimously appoint another member of the board of directors to act
at the meeting in place of any such absent or disqualified member.

Each committee shall keep regular minutes of its proceedings, which minutes
shall be recorded in the minute book of the corporation. The secretary or an
assistant secretary of the corporation may act as secretary for any committee if
the committee so requests.

Section 10. Communications Equipment. Members of the board of directors
or any committee thereof may participate in and act at any meeting of such board
or committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in the meeting pursuant to this section shall
constitute presence in person at the meeting.

Section 11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to such action unless his or
her dissent shall be entered in the minutes of the meeting or unless such
director shall file his or her written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered or certified mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the
articles of incorporation, any action required or permitted to be taken at any
meeting of the board of directors, or of any committee thereof, may be taken
without a meeting if all members of the board or committee, as the case may be,
consent thereto in writing. Such written consents shall be filed with the
minutes of proceedings of the board or committee.

Section 13. Compensation. Directors as such shall not receive any stated
salaries for their services, but a fixed sum may be allowed for attendance at
each regular or special meeting of the board of directors; provided, however,
that such fixed sum shall not be paid to directors who are also employees of the
corporation. The amount of such fixed sum shall be seven hundred and fifty
dollars ($750.00), which amount may be increased or decreased from time to time
by resolution adopted by a majority of the board of directors. The corporation
shall reimburse to all directors and advisory directors the expenses of
attendance at each regular or special meeting of the board of directors or of
any committee thereof. Nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.

ARTICLE IV

ADVISORY BOARD

The board of directors of the corporation may appoint individuals to serve
as members of an advisory board of directors. Such advisory directors shall
attend all meetings of the board of directors and shall serve in the same
capacity as the board of directors, except that such members shall be without
the power to vote.
<PAGE>

ARTICLE V

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by
the board of directors and shall consist of a chairman of the board, a chief
executive officer, one or more vice-presidents (the number thereof to be
determined by the board), a secretary, a chief financial officer, and such other
officers and assistant officers as may be deemed necessary or desirable by the
board of directors. Any number of offices may be held by the same person except
that neither the chairman of the board nor the chief executive officer shall
also hold the office of secretary. In its discretion, the board of directors may
choose not to fill any office for any period as it may deem advisable, except
that the offices of chief executive officer and secretary shall be filled as
expeditiously as possible.

Section 2. Election and Term of Office. The officers of the corporation
shall be elected annually by the board of directors at its first meeting held
after each annual meeting of stockholders or as soon thereafter as conveniently
may be. Vacancies may be filled or new offices created and filled at any meeting
of the board of directors. Each officer shall hold office until a successor is
duly elected and qualified or until such officer's earlier death, resignation or
removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

Section 4. Vacancies. Any vacancy occurring in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.

Section 5. Compensation. Compensation of all officers shall be fixed by
the board of directors, and no officer shall be prevented from receiving such
compensation by virtue of his her or her also being a director of the
corporation.

Section 6. The Chairman of the Board. The chairman of the board shall
preside at all meetings of the stockholders and of the board of directors at
which he or she is present. The chairman of the board may execute any deeds,
mortgages, bonds, contracts and other instruments that the board of directors
have authorized to be executed, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly reserved by the board of directors or by these bylaws to some
other officer or agent of the corporation. The chairman of the board shall have
such other powers and perform such other duties as the board of directors or
these bylaws may from time to time prescribe.

Section 7. The Chief Executive Officer. The chief executive officer
shall, subject to the powers of the board of directors, supervise and control
the business, affairs and property of the corporation and have general charge
over its officers, agents and employees. The chief executive officer shall, in
the absence of the chairman of the board, preside at all meetings of the
stockholders and of the board of directors at which he or she is present and
shall see that all
<PAGE>

orders and resolutions of the board of directors are carried into effect. The
chief executive officer may sign, with the secretary or an assistant secretary,
certificates for shares of the corporation. The chief executive officer may
execute any deeds, mortgages, bonds, contracts and other instruments that the
board of directors have authorized to be executed, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly reserved by the board of
directors or by these bylaws to some other officer or agent of the corporation.
The chief executive officer shall have such other powers and perform such other
duties as the board of directors or these bylaws may from time to time
prescribe.

Section 8. Vice-Presidents. In the absence or disability of the chief
executive officer, the vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall perform
the duties of the chief executive officer, and when so acting shall have all the
powers of and be subject to all the restrictions upon the chief executive
officer. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation. The vice-presidents shall
perform such other duties and have such other powers as the board of directors,
the chief executive officer or these bylaws may from time to time prescribe.

Section 9. The Secretary and Assistant Secretaries. The secretary shall
keep the minutes of the meetings of the stockholders and of the meetings of the
board of directors in one or more books provided for that purpose; shall give,
or cause to be given, all notices required to be given by these bylaws or by
law; shall have custody of the corporate seal of the corporation; shall keep a
register of the addresses of the stockholders furnished to the secretary by such
stockholders; shall have general charge of the stock transfer books of the
corporation; and shall have such other powers and perform such other duties as
the board of directors, the chief executive officer or these bylaws may from
time to time prescribe. The secretary or any assistant secretary shall sign,
with the chief executive officer or any vice-president, certificates for shares
of the corporation. The secretary, or any assistant secretary, may affix the
corporate seal to any instrument requiring it, and when so affixed, it may be
attested by his or her signature. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his or her signature. The assistant secretary, or if
there be more than one, the assistant secretaries in the order determined by the
board of directors, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary, and shall have such
other powers and perform such other duties as the board of directors, the chief
executive officer, the secretary or these bylaws may from time to time
prescribe.

Section 10. The Chief Financial Officer and Assistant Financial Officers.
The chief financial officer shall have charge and custody of the corporate funds
and securities; shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation; shall deposit all monies
and other valuable effects in the name and to the credit of the corporation as
may be ordered by the board of directors; shall cause the funds of the
corporation to be disbursed when such disbursements have been duly authorized,
taking proper vouchers for such disbursements; shall render to the chief
executive officer and the board of directors, at its regular meeting or when the
board of directors so requires, an account of the corporation; and shall have
such other powers and perform such other duties as the board of directors, the
chief
<PAGE>

executive officer or these bylaws may from time to time prescribe. If required
by the board of directors, the chief financial officer and any assistant
financial officer shall give the corporation a bond in such sums and with such
surety or sureties as shall be satisfactory to the board of directors for the
faithful performance of the duties of the office of chief financial officer or
assistant financial officer, as the case may be, and for the restoration to the
corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in the
possession or under the control of the chief financial officer or assistant
financial officer, as the case may be, belonging to the corporation. The
assistant financial officer, or if there shall be more than one, the assistant
financial officers in the order determined by the board of directors, shall, in
the absence or disability of the chief financial officer, perform the duties and
exercise the powers of the chief financial officer, and shall perform such other
duties and have such other powers as the board of directors, the chief executive
officer, the chief financial officer or these bylaws may from time to time
prescribe.

Section 11. Other Officers, Assistant Officers and Agents. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these bylaws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the board of directors.

Section 12. Absence or Disability of Officers. In the case of the absence
or disability of any officer of the corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the board of directors may by resolution delegate the powers and
duties of such officer to any other officer, to any director, or to any other
person whom it may select.

ARTICLE VI

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, advisory
director or officer of the corporation, or is or was serving at the request of
the corporation as a director, advisory director, officer, employee, fiduciary
or agent of another corporation or of a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless by the corporation to
the fullest extent which it is empowered to do so by the Kansas General
Corporation Code, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment) against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding, including attorneys' fees,
and such indemnification shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
Section 2 hereof, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the board of directors of the
<PAGE>

corporation. The right to indemnification conferred in this Article VI shall be
a contract right and, subject to Sections 2 and 5 hereof, shall include the
right to be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition.

Section 2. Procedure for Indemnification of Directors, Advisory Directors
and Officers. Any indemnification of a director, advisory director or officer
of the corporation under Section 1 of this Article VI or advance of expenses
under Section 5 of this Article VI shall be made promptly, and in any event
within thirty (30) days, upon the written request of the director, advisory
director or officer. If a determination by the corporation that the director,
advisory director or officer is entitled to indemnification pursuant to this
Article VI is required, and the corporation fails to respond within sixty (60)
days to a written request for indemnity, the corporation shall be deemed to have
approved the request. If the corporation denies a written request for
indemnification or advancing of expenses, in whole or in part, or if payment in
full pursuant to such request is not made within thirty (30) days, the right to
indemnification or advances as granted by this Article VI shall be enforceable
by the director, advisory director or officer in any court of competent
jurisdiction. Such person's costs and expenses incurred in connection with
successfully establishing his or her right to indemnification, in whole or in
part, in any such action shall also be indemnified by the corporation. It shall
be a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, has been tendered to the
corporation) that the claimant has not met the standards of conduct which make
it permissible under the Kansas General Corporation Code for the corporation to
indemnify the claimant for the amount claimed, but the burden of such defense
shall be on the corporation. Neither the failure of the corporation (including
its board of directors, independent legal counsel or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the Kansas General
Corporation Code, nor an actual determination by the corporation (including its
board of directors, independent legal counsel or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

Section 3. Article Not Exclusive. The rights to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article VI shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision or the articles of incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

Section 4. Insurance. The corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a director, advisory
director, officer, employee, fiduciary, or agent of the corporation or was
serving at the request of the corporation as a director, advisory director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, whether or not the corporation
would have the power to indemnify such person against such liability under this
Article VI.
<PAGE>

Section 5. Expenses. Unless otherwise determined by the board of
directors in the specific case, expenses (including attorneys' fees) incurred by
any person described in Section 1 of this Article VI in defending a proceeding
shall be paid by the corporation in advance of such proceeding's final
disposition upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.

Section 6. Employees and Agents. Persons who are not covered by the
foregoing provisions of this Article VI and who are or were employees or agents
of the corporation, or who are or were serving at the request of the corporation
as employees or agents of another corporation, partnership, joint venture, trust
or other enterprise, may be indemnified to the extent authorized at any time or
from time to time by the board of directors.

Section 7. Contract Rights. The provisions of this Article VI shall be
deemed to be a contract right between the corporation and each director,
advisory director or officer who serves in any such capacity at any time while
this Article VI and the relevant provisions of the Kansas General Corporation
Code or other applicable law are in effect, and any repeal or modification of
this Article VI or any such law shall not affect any rights or obligations then
existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article VI,
references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, advisory directors, officers, and employees or agents, so that any
person who is a director, advisory director, officer, employee or agent of such
constituent corporation or is or was serving at the request of such constituent
corporation as a director, advisory director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Article VI with respect to the
resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued.

ARTICLE VII

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be
entitled to have a certificate signed by, or in the name of, the corporation by
the chief executive officer or a vice-president of the corporation and by the
secretary or an assistant secretary of the corporation, certifying the number of
shares of the corporation owned by such holder. If such a certificate is
countersigned (1) by a transfer agent or an assistant transfer agent other than
the corporation or its employee or (2) by a registrar other than the corporation
or its employee, the signature of any such chief executive officer, vice-
president, secretary or assistant secretary may be facsimiles. In case any
officer or officers who have signed, or whose facsimile signature or signatures
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the
<PAGE>

corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the corporation. All certificates for shares shall
be consecutively numbered or otherwise identified. The name of the person to
whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of the corporation. Shares of stock
of the corporation shall be transferred on the books of the corporation only by
the holder of record thereof or by such holder's attorney duly authorized in
writing, upon surrender to the corporation of the certificate or certificates
for such shares endorsed by the appropriate person or persons, with such
evidence of the authenticity of such endorsement, transfer, authorization and
other matters as the corporation may reasonably require, and accompanied by all
necessary stock transfer stamps. In that event, it shall be the duty of the
corporation to issue a new certificate or certificates and record the
transaction on its books. The board of directors may appoint a bank or trust
company organized under the laws of the United States or any state thereof to
act as its transfer agent or registrar, or both, in connection with the transfer
of any class or series of securities of the corporation.

Section 2. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates previously issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against the corporation on account of the loss, theft or destruction of any such
certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that
the corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, the board of
directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which record date shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting. If no record date is fixed by the
board of directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of the stockholders shall be the close of
business on the next day preceding the day on which notice is given, or if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

Section 4. Fixing a Record Date for Other Purposes. In order that the
corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment or any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes of any other lawful action, the board of directors
may fix a record date, which record date shall not precede the date upon which
<PAGE>

the resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to such action. If no record date is fixed,
the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the board of directors adopts the
resolution relating thereto.

Section 5. Registered Stockholders. Prior to the surrender to the
corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications and otherwise to exercise all the rights and
powers of an owner. The corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation
may be declared by the board of directors at any regular or special meeting,
subject to and in the manner provided by law, applicable provisions of the
articles of incorporation, if any, and the terms of the preferred stock then
outstanding, if any. Dividends may be paid in cash, in property, or in shares of
the capital stock. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, to equalize dividends, to repair or
maintain any property of the corporation, or to accomplish any other purpose,
and the directors may modify or abolish any such reserve in the manner in which
it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts or other orders
for the payment of money by or to the corporation and all notes and other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, agent or agents of the corporation, and in such
manner, as shall from time to time be determined by resolution of the board of
directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or
officers, or any agent or agents, of the corporation to enter into any contract
or to execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.

Section 4. Fiscal Year. The fiscal year of the corporation shall begin on
January 1 of each year and end on December 31 of each year unless otherwise
fixed by resolution of the board of directors.

Section 5. Corporate Seal. The board of directors shall provide a
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the corporation and the words "Corporate Seal, Kansas". The
seal may be used by causing it or a facsimile thereof to be impressed, affixed
or otherwise reproduced.
<PAGE>

Section 6. Voting Securities Owned by Corporation. Voting securities in
any other corporation held by the corporation shall be voted by the chief
executive officer, unless the board of directors specifically confers authority
to vote with respect thereto, which authority may be general or confined to
specific instances, upon some other person or officer. Any person authorized to
vote securities shall have the power to appoint proxies, with general power of
substitution.

Section 7. Inspection of Books and Records. Subject to reasonable
restrictions and conditions as may be determined from time to time by the board
of directors or the officers of the corporation, any stockholder of record, in
person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the corporation's stock ledger, a list of its
stockholders and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean any purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in the State of Kansas or at its principal place of business.

Section 8. Section Headings. Section headings in these bylaws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.

Section 9. Inconsistent Provisions. In the event that any provision of
these bylaws is or becomes inconsistent with any provision of the articles of
incorporation, the Kansas General Corporation Code or any other applicable law,
the provision of these bylaws shall not be given any effect to the extent of
such inconsistency but shall otherwise be given full force and effect.

ARTICLE IX

AMENDMENTS

These bylaws may be amended, altered, or repealed and new bylaws adopted in
the manner provided in the articles of incorporation.

<PAGE>

Exhibit 5.1
Opinion of Stinson, Mag & Fizzell, P.C.

November 22, 1999

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 ("Gold Banc"), in connection with the transactions contemplated by
the Agreement and Plan of Reorganization, dated as of August 9, 1999 (the
"Agreement"), by and among Gold Banc, Gold Banc Acquisition Corporation VIII,
Inc. ("Acquisition Subsidiary") and Union Bankshares, Ltd. (the "Company").

Pursuant to the Agreement, the Company will be merged with and into
Acquisition Subsidiary, with Acquisition Subsidiary being the surviving
corporation (the "Merger"). In the Merger, the outstanding shares of common
stock, $.001 par value of the Company, other than any shares owned by Gold Banc,
Acquisition Subsidiary or the Company (which shares will be canceled), will be
exchanged for fully paid and nonassessable shares of common stock, $1.00 par
value, of Gold Banc (the "Gold Banc Common Stock").

In connection with the transactions contemplated by the Agreement,
Gold Banc 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 1933, as
amended (the "Securities Act"), of the shares of Gold Banc Common Stock to be
issued in the Merger. This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

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 Bylaws
of Gold Banc, (iii) the Agreement, and (iv) resolutions of the Board of
Directors of Gold Banc relating to the Merger. We have also examined originals
or copies, certified or otherwise identified to our satisfaction, of such
<PAGE>

Gold Banc Corporation, Inc.
November 22, 1999
Page 2

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 Gold Banc, we
have assumed that such parties had the power and authority to enter into and
perform their obligations thereunder and have also assumed the due
authorization, 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 of Gold Banc and others.

Based upon and subject to the foregoing, we are of the opinion that
the shares of Gold Banc 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.

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.

We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and the reference to our firm under the
heading "Legal Matters" in the related Joint Proxy Statement/Prospectus 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/ STINSON, MAG & FIZZELL, P.C.

<PAGE>

Exhibit 8.1
Opinion of Stinson, Mag & Fizzell, P.C.

November 22, 1999

Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, Kansas 66211

Ladies and Gentlemen:

Gold Banc Corporation, Inc.
November 22, 1999
Page 2

documents as we have deemed necessary or appropriate as a basis for the opinions
set forth herein. In addition, we have assumed that the Merger will be
consummated in the manner contemplated by the Registration Statement and in
accordance with the provisions of the Agreement. We have also assumed that the
shares of Company common stock are held as capital assets by the stockholders of
the Company.

Based upon and subject to the foregoing and subject to the
qualifications and exceptions heretofore and hereinafter set forth, we are of
the opinion that:

1. The Merger of the Company with and into Acquisition Subsidiary
will constitute a reorganization within the meaning of sections
368(a)(1)(A) and (a)(2)(D) of the Internal Revenue Code.

2. No gain or loss will be recognized by the stockholders of the
Company who exchange all of their Company common stock solely for
Gold Banc Common Stock pursuant to the Merger, except for gain or
loss which may be recognized with respect to cash received in lieu
of a fractional share interest in Gold Banc Common Stock.

3. The tax basis of Gold Banc Common Stock received by the
stockholders of the Company in the Merger will equal the tax basis
of the Company common stock exchanged therefor, adjusted to
reflect the impact of the payments of cash for fractional share
interests in Gold Banc Common Stock.

4. The holding period of Gold Banc Common Stock received by the
stockholders of the Company in the Merger will include the holding
period of the Company common stock exchanged therefor.

Our opinion is limited to the federal income tax matters described
above and does not address any other federal income tax considerations
or any state, local, foreign, or other tax considerations.
<PAGE>

Gold Banc Corporation, Inc.
November 22, 1999
Page 3

If any of the information on which we have relied is incorrect, or if
changes in the relevant facts occur after the date hereof, our opinion could be
affected thereby. Moreover, our opinion is based on the Internal Revenue Code of
1986, as amended, applicable Treasury regulations promulgated thereunder, and
Internal Revenue Service rulings, procedures, and other pronouncements,
published by the United States Internal Revenue Service. These authorities are
all subject to change, and such change may be made with retroactive effect. We
can give no assurance that, after such change, our opinion would not be
different. This opinion is not binding on the Internal Revenue Service, and
there can be no assurance, and none is hereby given, that the Internal Revenue
Service will not take a position contrary to one or more of the positions
reflected in the foregoing opinion, or that our opinion will be upheld by the
courts if challenged by the Internal Revenue Service.

We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement, the reference to this opinion under
the heading "Federal Income Tax Consequences" in the Registration Statement and
the reference to our firm under the heading "Legal Matters" in the related Joint
Proxy Statement/Prospectus 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/ STINSON, MAG & FIZZELL, P.C.

<PAGE>

EXHIBIT 21.1

Gold Banc Subsidiaries

GBCI Capital Trust, a Delaware business trust
GBCI Capital Trust II, a Delaware business trust
Gold Holdings, Inc., a Kansas corporation
Gold Bank, National Association, a national bank
Gold Banc Financial Services, Inc., a Kansas corporation
Gold IHC, Inc., a Nevada corporation
Gold RE Holdings, Inc., a Nevada corporation
Citizens State Bank and Trust Company, a Kansas bank
First National Bank in Alma, a national bank
Provident Bank, f.s.b., a federal savings bank
Gold IHC-I, LLC, a Delaware limited liability company
Gold RE Holdings-I, LLC, a Delaware limited liability company
Farmers State Bank, a Kansas bank
Peoples State Bank, a Kansas bank
First State Bank and Trust Company, a Kansas bank
Citizens Bank of Tulsa, an Oklahoma bank
Gold Banc Acquisition II, Inc., a Kansas corporation
The Farmers National Bank of Oberlin, a national bank
The Peoples National Bank of Clay Center, a national bank
Gold IHC-II, LLC, a Delaware limited liability company
Gold RE Holdings-II, LLC, a Delaware limited liability company
The Trust Company, a Missouri trust company
Midwest Capital Management, Inc., a Kansas corporation
Compunet Engineering, Inc., a Kansas corporation
Regional Holding Company, Inc.
Regional Investment Co., a Kansas corporation
Realty Escrow Services, Inc., a Kansas corporation
Gold Banc Acquisition VIII, Inc., a Kansas corporation
Gold Banc Acquisition XI, Inc., a Kansas corporation
Gold Banc Acquisition Corporation XII, Inc., a Kansas corporation
Gold Banc Acquisition Corporation XIII, Inc., a Kansas corporation

<PAGE>

Exhibit 23.1

ACCOUNTANTS' CONSENT

Board of Directors
Gold Banc Corporation, Inc.

We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in this Registration Statement
filed on Form S-4.

/s/ KPMG LLP

Kansas City, Missouri
November 17, 1999

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We consent to the inclusion and incorporation by reference in this Registration
Statement on Form S-4 of our report dated January 20, 1999 which appears on page
F-1 of the annual report on Form 10-K of Union Bankshares, Ltd. for the year
ended December 31, 1998 and elsewhere in this Registration Statement and to the
reference to our Firm under the caption "Experts" in the Prospectus.

/s/ BAIRD, KURTZ & DOBSON
---------------------------

Denver, Colorado
November 17, 1999

<PAGE>

EXHIBIT 23.3

ACCOUNTANTS' CONSENT

We consent to the use of our reports dated January 29, 1999 and January 23,
1998, incorporated by reference in this Form S-4 with respect to the
consolidated financial statements of First Business Bancshares of Kansas City,
Inc. for the years ended December 31, 1998, 1997 and 1996. We also consent to
the reference to our firm under the caption "Experts".

/s/ BAIRD, KURTZ & DOBSON

Kansas City, Missouri
November 17, 1999

<PAGE>

Exhibit 23.4

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated April 2, 1999,
included in Gold Banc Corporation Inc.'s Form 8-K dated November 19, 1999 and to
all references to our Firm included in this registration statement.

/s/ ARTHUR ANDERSEN LLP
-------------------------

Oklahoma City, Oklahoma
November 18, 1999

<PAGE>

EXHIBIT 23.5

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Gold Banc Corporation, Inc. of our report dated
February 13, 1999 relating to the financial statements of American Bancshares,
Inc., which appears in the Current Report on Form 8-K of Gold Banc Corporation,
Inc. dated November 19, 1999. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Tampa, Florida
November 18, 1999

<PAGE>

Exhibit 23.6
Consent of The Wallach Company, Inc.

November 22, 1999

The Board of Directors
Union Bankshares, Ltd.
1825 Lawrence, Suite 444
Denver, CO 80202

Re: Proxy Statement-Prospectus of Union Bankshares, Ltd.

Members of the Board:

Reference is made to our opinion letter dated the date of the above-
mentioned Proxy Statement-Prospectus with respect to the fairness to the holders
of the outstanding shares of stock of Union Bankshares, Ltd. (the "Company") of
the Merger Consideration (as defined in the opinion letter) in the proposed
merger (the "Merger") of the Company with Gold Banc Corporation ("Gold Banc")
pursuant to the Agreement and Plan of Merger dated as of August 9, 1999 by and
between the Company and Gold Banc.

We hereby consent to the inclusion of such opinion in the above-mentioned
Proxy Statement-Prospectus and to the reference to the opinions of our firm
dated August 9, 1999 and dated the date of the above-mentioned Proxy Statement-
Prospectus in the above-mentioned Proxy Statement-Prospectus. In providing such
consent, except as may be required by the federal securities laws, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ The Wallach Company, Inc.

<PAGE>

EXHIBIT 23.7

CONSENT OF U.S. BANCORP PIPER JAFFRAY INC.

We hereby consent to the inclusion in the Registration Statement on Form S-4 of
Gold Banc Corporation, Inc. ("Gold Banc") relating to the proposed merger of
Union Bankshares, Ltd. ("Union Bankshares") into Gold Banc, of our opinion
letter, dated November 15, 1999, appearing as Appendix C to the Proxy
Statement/Prospectus which is part of the Registration Statement, and to the
reference of our firm name therein. In giving such consent, we do not thereby
admit that we come within the category of person whose consent is required under
Section 7 or Section 11 of the Securities Act of 1933, as amended, or the rules
and regulations adopted by the Securities and Exchange Commission thereunder,
nor do we admit that we are experts with respect to any part of such
Registration Statement within the meaning of the term "experts" as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

Very truly yours,

/s/ U.S. Bancorp Piper Jaffray Inc.

Minneapolis, Minnesota
Dated: November 15, 1999