GOLD BANC CORP INC, 424B3, 2000-02-02

GOLD BANC CORP INC
424B3, 2000-02-02
NATIONAL COMMERCIAL BANKS

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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-93387

MERGER PROPOSED--YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Gold Banc and First Business Bancshares
The boards of directors of Gold Banc Corporation, Inc. and First Business
Bancshares of Kansas City, Inc. have approved a merger agreement that would
result in Gold Banc acquiring First Business Bancshares. The merger offers
First Business Bancshares 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, First Business Bancshares stockholders will
receive for each share of First Business Bancshares common stock 10.3552
shares of Gold Banc common stock or a total of 2,356,563 shares.

Gold Banc stockholders will continue to own their existing shares after the
merger.

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 the 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. 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.

The date, times and places of the meetings are:

For Gold Banc stockholders:

March 6, 2000, 10:00 a.m. local time at 11301 Nall Avenue, Leawood, Kansas.

For First Business Bancshares stockholders:

March 6, 2000, 11:30 a.m. local time at the Kansas City Club located at
1228 Baltimore, Kansas City, Missouri.

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

/s/ Michael W. Gullion /s/ Frederick B. Poccia, Jr.
Michael W. Gullion Chairman of the Frederick B. Poccia, Jr. Chief
Board and Chief Executive Officer Executive Officer First Business
Gold Banc Corporation, Inc. Bancshares of Kansas City, Inc.

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. The securities we
are offering through this document are not savings or deposit accounts or
other obligations of any bank or non-bank subsidiary of either of our
companies, and they are not insured by the Federal Deposit Insurance
Corporation, the Bank Insurance Fund or any other governmental agency. Any
representation to the contrary is a criminal offense.

This Joint Proxy Statement/Prospectus is dated January 28, 2000, and is being
first mailed to stockholders on February 4, 2000.
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BANK MERGER PROPOSED--YOUR VOTE IS VERY IMPORTANT

To the Stockholders of First Business Bank of Kansas City
The boards of directors of Gold Bank and First Business Bank of Kansas City,
N.A. have approved a bank merger agreement that would result in Gold Bank
acquiring First Business Bank of Kansas City. The bank merger offers First
Business Bank of Kansas City minority stockholders the opportunity to become
stockholders of Gold Banc Corporation, Inc., a larger organization. We believe
the combination of these two banks will result in an opportunity to create
substantially more stockholder value than could be achieved by the companies
individually.

If we complete the bank merger, First Business Bank of Kansas City minority
stockholders will receive for each share of First Business Bank of Kansas City
common stock 9.5962 shares of Gold Banc common stock or a total of 393,437
shares.

Shares of First Business Bank of Kansas City that are owned by First
Business Bancshares, the majority stockholder, will be converted into shares of
Gold Bank.

Gold Bank stockholders will continue to own their existing shares after the
bank merger.

We cannot complete the bank merger unless the stockholders of both banks
approve it. Gold Banc, the sole stockholder of Gold Bank, has already approved
the bank merger. First Business Bank of Kansas City will hold a meeting of its
stockholders to vote on the bank merger. First Business Bancshares, the
majority stockholder of First Bank of Kansas City, intends to vote to approve
the bank merger. Your vote is very important. Whether or not you plan to attend
the 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 bank merger. Not
returning your vote will have the same effect as voting those shares against
the bank merger.

The date, time and place of the meeting for First Business Bank of Kansas
City stockholders is March 6, 2000, 11:30 a.m. local time at the Kansas City
Club located at 1228 Baltimore, Kansas City, Missouri.

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

/s/ Michael W. Gullion Michael /s/ Frederick B. Poccia, Jr.
W. Gullion Chairman of the Board and Frederick B. Poccia, Jr. President
Chief Executive Officer Gold Bank and Chief Executive Officer First
Business Bank of Kansas City, N.A.

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 bank
merger or determined whether this document is truthful or complete. Any
representation to the contrary is a criminal offense. The securities we are
offering through this document are not savings or deposit accounts or other
obligations of any bank or non-bank subsidiary of either of our companies,
and they are not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund or any other governmental agency. Any representation to
the contrary is a criminal offense.

This Joint Proxy Statement/Prospectus is dated January 28, 2000, and is being
first mailed to stockholders on February 4, 2000.
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11301 Nall Avenue
Leawood, Kansas 66211

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
GOLD BANC CORPORATION, INC.
To be held on March 6, 2000

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

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 March 6, 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, dated October
19, 1999, as amended, by and among Gold Banc, and First Business Bancshares
of Kansas City, Inc., which is described in this joint proxy
statement/prospectus, and the transactions contemplated thereby. Under the
merger agreement:

.First Business Bancshares will merge with and into Gold Banc.

. Each outstanding share of First Business Bancshares common stock will be
converted into 10.3552 shares of Gold Banc common stock or a total of
2,356,563 shares.

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 January 31, 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
January 28, 2000
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----------------

NOTICE OF SPECIAL MEETING OF THE STOCKHOLDERS OF
FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.
To be held on March 6, 2000

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

To the stockholders of First Business Bancshares of Kansas City, Inc.:

A special meeting of stockholders of First Business Bancshares of Kansas
City, Inc., a Missouri corporation, will be held at the Kansas City Club
located at 1228 Baltimore, Kansas City, Missouri, on March 6, 2000, commencing
at 11:30 a.m., local time, to consider and act upon:

1. A proposal to adopt the Agreement and Plan of Reorganization, dated October
19, 1999, as amended, by and among Gold Banc Corporation, Inc., and First
Business Bancshares, which is described in this joint proxy
statement/prospectus, and the transactions contemplated thereby. Under the
merger agreement:

. First Business Bancshares will merge with and into Gold Banc.

. Each outstanding share of First Business Bancshares common stock will be
converted into 10.3552 shares of Gold Banc common stock or a total of
2,356,563 shares.

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

Only holders of record of common stock of First Business Bancshares at the
close of business on January 31, 2000 are entitled to notice of and to vote at
the meeting.

The board of directors of First Business Bancshares 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

Gayle A. Matsuoka
Corporate Secretary

Kansas City, Missouri
January 28, 2000
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----------------

NOTICE OF SPECIAL MEETING OF THE STOCKHOLDERS OF
FIRST BUSINESS BANK OF KANSAS CITY, N.A.
To be held on March 6, 2000

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

To the stockholders of First Business Bank of Kansas City, N.A.:

A special meeting of stockholders of First Business Bank of Kansas City,
N.A., a national banking association, will be held at the Kansas City Club
located at 1228 Baltimore, Kansas City, Missouri, on March 6, 2000, commencing
at 11:30 a.m., local time, to consider and act upon:

1. A proposal to adopt the Bank Merger Agreement, dated December 10, 1999, as
amended, by and among Gold Bank, a subsidiary of Gold Banc Corporation,
Inc., and First Business Bank of Kansas City, a subsidiary of First Business
Bancshares, which is described in this joint proxy statement/prospectus, and
the transactions contemplated thereby. Under the bank merger agreement:

. First Business Bank of Kansas City will merge with and into Gold Bank.

. Each outstanding share of First Business Bank of Kansas City common stock
that is not owned by First Business Bancshares will be converted into
9.5962 shares of Gold Banc common stock or a total of 393,437 shares.

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 bank merger
agreement is attached to the joint proxy statement/prospectus as Appendix B.

Only holders of record of common stock of First Business Bank of Kansas City
at the close of business on January 31, 2000 are entitled to notice of and to
vote at the meeting.

The board of directors of First Business Bank of Kansas City has approved
the bank merger agreement, declared its advisability and recommends that you
vote FOR adoption of the bank merger agreement.

By Order of the Board of Directors

Gayle A. Matsuoka
Corporate Secretary

Kansas City, Missouri
January 28, 2000
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TABLE OF CONTENTS
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Page
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WHAT FIRST BUSINESS BANCSHARES STOCKHOLDERS WILL RECEIVE IN THE MERGER. viii
WHAT FIRST BUSINESS BANK OF KANSAS CITY STOCKHOLDERS WILL RECEIVE IN
THE BANK MERGER....................................................... viii
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE BANK MERGER............. x
WHO CAN HELP ANSWER QUESTIONS.......................................... xii
SUMMARY................................................................ xiii
The Companies......................................................... xiii
The Merger and the Bank Merger........................................ xiii
SUMMARY FINANCIAL INFORMATION.......................................... xix
Gold Banc Selected Historical Consolidated Financial Information...... xix
First Business Bancshares Selected Historical Consolidated Financial
Information.......................................................... xx
Recent Developments................................................... xxi
Selected Unaudited Pro Forma Financial Information.................... xxv
FIRST BUSINESS BANCSHARES COMPARATIVE PER SHARE DATA................... xxviii
FIRST BUSINESS BANK OF KANSAS CITY COMPARATIVE PER SHARE DATA.......... xxxiii
COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION...................... xxxviii
RISK FACTORS........................................................... 1
It May be Difficult for Us to Maintain Our Rapid Growth............... 1
We are Uncertain That the Integration of First Business Bancshares or
Future Acquisitions Will Be Successful............................... 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.................................................. 2
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........................... 4
Votes Required........................................................ 5
Security Ownership of Management...................................... 5
Voting of Proxies..................................................... 6
THE PROPOSED MERGER AND THE PROPOSED BANK MERGER....................... 7
General............................................................... 7
Exchange of First Business Bancshares Shares.......................... 8
Exchange of First Business Bank of Kansas City Shares................. 8
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Page
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Stock Options........................................................... 8
First Business Bancshares Convertible Debentures........................ 8
Background of the Merger and the Bank Merger............................ 9
Our Reasons for the Merger and the Bank Merger.......................... 11
Opinion of First Business Bancshares' Financial Advisor................. 12
Operations and Management after the Merger and the Bank Merger.......... 17
Federal Securities Laws Consequences.................................... 18
Resale of Gold Banc Common Stock........................................ 18
Fees and Expenses of the Merger and the Bank Merger..................... 18
Accounting Treatment; Restrictions on Sales by Affiliates............... 18
Federal Income Tax Consequences......................................... 19
Interests of First Business Bancshares' Management and Directors in the
Merger................................................................. 19
Interests of First Business Bank of Kansas City's Management and
Directors in the Bank Merger........................................... 20
Dissenters' Rights...................................................... 20
Conditions to the Merger................................................ 21
Conditions to the Bank Merger........................................... 22
Regulatory Approval..................................................... 22
Conduct of Business Pending the Merger and the Bank Merger.............. 22
No Solicitation......................................................... 22
Waiver and Amendment.................................................... 23
Termination of the Merger Agreement..................................... 23
Termination of the Bank Merger Agreement................................ 23
Effective Time.......................................................... 23
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS....................... 24
INFORMATION REGARDING FIRST BUSINESS BANCSHARES.......................... 41
FIRST BUSINESS BANCSHARES' MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................... 41
SECURITY OWNERSHIP OF FIRST BUSINESS BANCSHARES COMMON STOCK............. 54
SECURITY OWNERSHIP OF FIRST BUSINESS BANK OF KANSAS CITY COMMON STOCK.... 54
FIRST BUSINESS BANCSHARES COMMON STOCK PER SHARE PRICES AND DIVIDENDS.... 55
FIRST BUSINESS BANK OF KANSAS CITY COMMON STOCK PER SHARE PRICES AND
DIVIDENDS............................................................... 55
COMPARATIVE RIGHTS OF STOCKHOLDERS....................................... 55
EXPERTS.................................................................. 64
LEGAL MATTERS............................................................ 64
FUTURE STOCKHOLDERS PROPOSALS............................................ 65
WHERE YOU CAN FIND MORE INFORMATION...................................... 65
INDEX TO FINANCIAL STATEMENTS OF FIRST BUSINESS BANCSHARES OF KANSAS
CITY, INC. AND SUBSIDIARIES............................................. F-1
APPENDIX A--Agreement and Plan of Reorganization and First Amendment to
Agreement and Plan of Reorganization.......................... A-1
APPENDIX B--Bank Merger Agreement and First Amendment to Bank Merger
Agreement..................................................... B-1
APPENDIX C--Opinion of First Business Bancshares' Financial Advisor...... C-1
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WHAT FIRST BUSINESS BANCSHARES STOCKHOLDERS WILL RECEIVE IN THE MERGER

We refer to the amount of Gold Banc common stock into which one share of
First Business Bancshares common stock would be converted in the merger as the
"conversion number". The conversion number is 10.3552 shares of Gold Banc
common stock for one share of First Business Bancshares common stock.

WHAT FIRST BUSINESS BANK OF KANSAS CITY MINORITY STOCKHOLDERS WILL
RECEIVE IN THE BANK MERGER

First Business Bancshares owns 86% of First Business Bank of Kansas City and
the remaining 14% is owned by minority stockholders. In the bank merger the 86%
interest of First Business Bancshares will be converted into shares of Gold
Bank, and the 14% interest of the minority stockholders will be converted into
shares of Gold Banc common stock.

We refer to the amount of Gold Banc common stock into which one minority
share of First Business Bank of Kansas City common stock would be converted in
the bank merger as the "conversion number". The conversion number is 9.5962
shares of Gold Banc common stock for one minority share of First Business Bank
common stock.

This joint proxy statement/prospectus incorporates important business and
financial information about Gold Banc that is not included in or delivered with
this document. If you would like to request such information, please do so by
February 28, 2000 in order to receive it before the shareholders meetings.
Documents will be sent first class mail within one business day upon receipt of
a request.

viii
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QUESTIONS AND ANSWERS
ABOUT THE MERGER AND THE BANK MERGER

Q: Why are the companies proposing to merge?

A: We believe the proposed merger and bank merger are in the best interests of
the companies and their stockholders. The board of directors of Gold Banc
believes that the merger and bank merger will result in the addition to
Gold Banc's existing organization of a well-suited and positioned banking
institution. The boards of directors of First Business Bancshares and First
Business Bank of Kansas City believe the merger and bank merger provide
significant value opportunity to First Business Bancshares' stockholders
and First Business Bank of Kansas City's minority stockholders and enables
them to participate in the opportunities for growth offered by Gold Banc.

You should review the reasons for the merger and bank merger described in
greater detail at pages 11 through 12.

Q: When and where are the special meetings?

A: The Gold Banc, First Business Bancshares and First Business Bank of Kansas
City special meetings are scheduled to take place on March 6, 2000. The
Gold Banc special meeting will take place at 10:00 a.m., local time, at
11301 Nall Avenue, Leawood, Kansas. The First Business Bancshares special
meeting will take place at 11:30 a.m., local time, at the Kansas City Club
located at 1228 Baltimore, Kansas City, Missouri. The First Business Bank
of Kansas City special meeting will take place at 11:30 a.m., local time,
at the Kansas City Club located at 1228 Baltimore, Kansas City, Missouri.

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

A: We expect to complete the merger and bank 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
your shares will be voted "FOR" the merger or bank merger, as applicable,
and all other proposals.

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

A: If you are a Gold Banc, First Business Bancshares or First Business Bank of
Kansas City stockholder and you do not vote or you abstain, the effect will
be a vote against the merger or bank merger, as applicable.

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, Corporate Secretary, if you are a Gold
Banc stockholder, to First Business Bancshares of Kansas City, Inc., 800 W.
47th Street, Kansas City, Missouri, Attention: Gayle Matsuoka, Corporate
Secretary, if you are a First Business Bancshares stockholder, or to First
Business Bank of Kansas City, N.A., 800 W. 47th Street, Kansas City,
Missouri, Attention: Gayle Matsuoka, Corporate Secretary, if you are a
First Business Bank of Kansas City stockholder. Third, you can attend the
special meetings and vote in person. Simply attending the meetings,
however, will not revoke your

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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 and bank merger are completed, First Business
Bancshares stockholders and First Business Bank of Kansas City minority
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. First Business Bancshares and First Business Bank
of Kansas City currently do not pay dividends on their common stock.

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WHO CAN HELP ANSWER QUESTIONS?

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

Gold Banc stockholders:

Keith E. Bouchey, Corporate Secretary
Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, Kansas 66211
(913) 451-8050

First Business Bank of Kansas City stockholders:

Gayle A. Matsuoka, Corporate Secretary
First Business Bank of Kansas City, N.A.
800 W. 47th Street
Kansas City, Missouri 64112
(816) 561-1000

First Business Bancshares stockholders:

Gayle A. Matsuoka, Corporate Secretary
First Business Bancshares of Kansas City, Inc.
800 W. 47th Street
Kansas City, Missouri 64112
(816) 561-1000

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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, the bank merger and related transactions and for a more
complete description of the legal terms of the merger, the bank 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 65.
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.

First Business Bancshares of Kansas City, Inc.
First Business Bank of Kansas City, N.A.
800 W. 47th Street
Kansas City, Missouri 64112
(816) 561-1000

First Business Bancshares is an independent bank holding company that owns
86% of First Business Bank of Kansas City, a national banking association
located in Kansas City, Missouri. Their strategy for growth has been to operate
a commercial business bank, focusing on small and mid-sized businesses in the
Kansas City metropolitan area. At September 30, 1999, First Business Bancshares
had total assets of $125.1 million, total liabilities of $116.6 million, and
total stockholders' equity of $7.1 million. At September 30, 1999, First
Business Bank of Kansas City, N.A. had total assets of $124.9 million, total
deposits of $107.3 million, and total stockholders' equity of $10.3 million.

The Merger and the Bank Merger

Gold Banc has entered into an Agreement and Plan of Reorganization with
First Business Bancshares, and Gold Bank has entered into an Agreement and Plan
of Reorganization with First Business Bank of Kansas City. Under the proposed
mergers, First Business Bancshares will be merged with and into Gold Banc, and
First Business Bank of Kansas City will be merged with and into Gold Bank. We
expect to complete the mergers in the first quarter of 2000.

We have attached the Agreement and Plan of Reorganization, together with the
First Amendment to the Agreement and Plan of Reorganization to this document as
Appendix A. We have attached the Bank Merger Agreement, together with the First
Amendment to the Bank Merger Agreement, to this document as Appendix B. We
encourage you to read the merger agreement and bank merger agreement as they
are the legal documents that govern the merger and bank merger.

Our Reasons for the Merger and the Bank Merger (see pages 11 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.

The boards of directors of Gold Banc and Gold Bank considered a number of
factors, including:

. the anticipated merger consideration in relation to the book value and
earnings per share of the First Business Bancshares common stock and the
First Business Bank of Kansas City common stock,

. the business, operations and financial condition of First Business
Bancshares and First Business Bank of Kansas City, its market presence
and enhanced opportunities for growth made possible by the merger,

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. the anticipated revenue enhancement and cost savings opportunities,

. the complimentary nature of the markets served and products offered by
the companies,

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

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

In negotiating the terms of the merger and the bank merger and in
considering its recommendation for approval of the merger agreement and the
bank merger agreement, the boards of directors of First Business Bancshares
considered the foregoing factors evaluated by the boards of directors of Gold
Banc and Gold Bank and what effect they would have on First Business Bancshares
and First Business Bank of Kansas City. In addition, the boards of directors of
First Business Bancshares and of First Business Bank of Kansas City considered
a number of other factors including the following:

. alternatives to enhance stockholder value,

. the opportunity for stockholders to realize a fair value for their shares
through a tax-free exchange, and

. minimal disruption to customers, depositors, employees and communities
serviced by First Business Bancshares and First Business Bank of Kansas
City.

Our Recommendations to Stockholders (see pages 11 through 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 First Business Bancshares Stockholders: The First Business Bancshares
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 First Business Bank of Kansas City Stockholders: The First Business Bank
of Kansas City board of directors believes that the bank merger is fair to you
and in your best interests and unanimously recommends that you vote "FOR" the
proposal to approve the bank merger.

What First Business Bancshares Stockholders will Receive (see pages 8 and viii)

If we complete the merger, you will receive for each share of First Business
Bancshares common stock 10.3552 shares of Gold Banc common stock or a total of
2,356,563 shares.

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.

Example:

If you currently own 1,000 shares of First Business Bancshares common
stock, after the merger you will receive 10,035 shares of Gold Banc common
stock and a $2.20 check for the sale proceeds for .20 of one share of Gold
Banc common stock, rounded to the nearest one cent assuming a Gold Banc
market price of $11.00 per share.

Following the merger, you must exchange your shares of First Business
Bancshares common stock for shares of Gold Banc common stock by sending your
First Business Bancshares common stock share certificates, and a form that we
will send to you, to the exchange agents, Midwest Capital Management, Inc. and
Gold Bank, which will then exchange them for shares of Gold Banc common stock.
For more information on how this exchange procedure works, see "Exchange of
First Business Bancshares Shares" on page 8.

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.

xiii
<PAGE>

What First Business Bank of Kansas City Minority Stockholders Will Receive (see
pages 8 and viii)

If we complete the bank merger, minority shareholders will receive for each
share of First Business Bank of Kansas City common stock 9.5962 shares of Gold
Banc common stock or a total of 393,437 shares.

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.
Example:

If you currently own 1,000 shares of First Business Bank of Kansas City
common stock, after the bank merger you will receive 9,596 shares of Gold
Banc common stock and a $2.20 check for the sale proceeds for .20 of one
share of Gold Banc common stock assuming a Gold Banc market price of $11.00
per share.

Following the bank merger, you must exchange your shares of First Business
Bank of Kansas City common stock for shares of Gold Banc common stock by
sending your First Business Bank of Kansas City common stock share
certificates, and a form that we will send to you, to the exchange agents,
Midwest Capital Management, Inc., and Gold Bank, which will then exchange them
for shares of Gold Banc common stock. For more information on how this exchange
procedure works, see "Exchange of First Business Bank of Kansas City Shares" on
page 8.

The market price of Gold Banc common stock will fluctuate after the bank
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 additional 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.

Federal Income Tax Consequences (see page 19)

First Business Bancshares Stockholders. If you are a First Business
Bancshares stockholder, you should not recognize gain or loss for federal
income tax purposes in the merger, although you may recognize gain or loss with
respect to cash you receive in payment of any fractional share that may result
from the exchange ratio of the merger.

First Business Bank of Kansas City Stockholders. If you are a First Business
Bank of Kansas City minority stockholder, you should not recognize gain or loss
for federal income tax purposes in the bank merger, although you may recognize
gain or loss with respect to cash you receive in payment of any fractional
share that may result from the exchange ratio of the bank 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.

Appraisal Rights (see page 20)

Gold Banc is incorporated under Kansas law, First Business Bancshares is
incorporated under Missouri law and First Business Bank of Kansas City is
organized under the National Bank Act. Under applicable Kansas law, Gold Banc
stockholders do not have any appraisal rights in connection with the merger.

Under Missouri law, First Business Bancshares stockholders do have certain
appraisal rights if they do not vote or vote against the merger.

Under the National Bank Act, First Business Bank of Kansas City stockholders
have certain appraisal rights if they vote against the bank merger or object in
writing at the special meeting to approve the bank merger.

Directors and Management Following the Merger (see page 17)

Upon completion of the merger, the board of directors of Gold Banc will
consist of the seven present Gold Banc directors. In addition, a present
director of First Business Bancshares, to be announced in the near future, will
become a director of Gold Banc. The Management of Gold Banc will

xiv
<PAGE>

consist of the present officers of Gold Banc, plus the addition of Frederick B.
Poccia, Jr., the current President and Chief Executive Officer of First
Business Bancshares, who shall be an Executive Vice President of Gold Banc,
responsible for administration and operation for the greater Kansas City
metropolitan area.

Upon completion of the bank merger, the board of directors of Gold Bank will
consist of the present directors of Gold Bank. No changes will be made to the
Gold Bank management in connection with the bank merger.

Opinion of First Business Bancshares' Financial Advisor (see pages 12 through
17)

In deciding to approve the merger, the First Business Bancshares board
considered the opinion from its financial advisor, Keefe Bruyette & Woods,
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 First Business
Bancshares. This opinion is attached as Appendix C to this joint proxy
statement/prospectus.

Conditions to the Merger (see page 21)

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 First Business Bancshares
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,

. there being no material adverse change in the financial condition or
assets of either Gold Banc or First Business Bancshares,

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

. certain financial measures applicable to First Business Bank of Kansas
City being satisfied, and

. the receipt by First Business Bancshares of an opinion from Keefe
Bruyette & Woods passing on the fairness of the merger to holders of
First Business Bancshares stock.

Conditions to the Bank Merger (see page 22)

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

. the merger of First Business Bancshares with and into Gold Banc is
consummated,

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

. approval of both the Gold Banc and the First Business Bank of Kansas City
stockholders, and

. receipt of required regulatory approvals.

Termination of the Merger Agreement (see page 23)

Gold Banc and First Business Bancshares 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. The merger agreement may be terminated:

. by either company if the merger has not been consummated by April 30,
2000,

. by either company, if any regulatory approval of the merger is denied, or
by Gold Banc if any such regulatory approval 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 benefiting that party
are not satisfied or waived before the closing date of the merger,

. by either company if a material misrepresentation, material inaccuracy or
material breach of a representation or warranty has been made by the
other and not waived in writing,

xv
<PAGE>

. by First Business Bancshares if it receives an unsolicited acquisition
proposal from another party that the First Business Bancshares board
believes is superior to the merger, or

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

Termination of the Bank Merger Agreement (see page 23)

Gold Bank and First Business Bank of Kansas City can agree to terminate the
bank merger agreement without completing the bank merger. Additionally, the
bank merger will terminate, without further action on the part of the
companies, if the merger agreement of Gold Banc and First Business Bancshares
is terminated.

Termination Fees and Expenses (see page 23)

First Business Bancshares is required to pay Gold Banc a termination fee of
$1.5 million if:

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

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

Stock Options (see page 8)

First Business Bancshares Stock Options. Upon completion of the merger, each
option to acquire First Business Bancshares 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.

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.

First Business Bancshares Convertible Debentures (see pages 8 through 9)

All outstanding convertible debentures of First Business Bancshares have
been converted into First Business Bancshares common stock. The convertible
debentures that were converted into First Business Bancshares common stock
converted on a basis of 358 shares of First Business Bancshares common stock
for each $5,000 of outstanding principal. First Business Bancshares has issued
an additional 55,132 shares of First Business Bancshares common stock due to
the conversion of the convertible debentures.

xvi
<PAGE>

SUMMARY FINANCIAL INFORMATION

We are providing the following financial information to aid you in your
analysis of the financial aspects of the merger and the bank merger. This
information is only a summary and you should read it in conjunction with the
historical financial statements of Gold Banc and First Business Bancshares and
the related notes and Management's Discussion and Analysis of Financial
Condition and Results of Operations. These items for First Business Bancshares
are contained in its Management's Discussion and Analysis of Financial
Condition and Results of Operations beginning on page 41 and in the First
Business Bancshares 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 65.

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 by Gold Banc in a pooling of
interests transaction 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 pooling of
interests transactions.

xvii
<PAGE>

First Business Bancshares Selected Historical Consolidated Financial
Information

First Business Bancshares' principal asset is an 86% ownership of First
Business Bank of Kansas City, N.A. The historical consolidated financial
information for First Business Bancshares 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--First Business
Bancshares:
Net interest income and
other income........... $ 4,684 $ 4,210 $ 5,734 $ 4,719 $ 4,438 $ 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>

xviii
<PAGE>

RECENT DEVELOPMENTS

Proposed Acquisitions by Gold Banc Corporation, Inc.
of Union Bankshares, Ltd.
American Bancshares, Inc.,
CountryBanc Holding Company,
and DSP Investments, Limited

Union Bankshares, Ltd.

On August 9, 1999 Gold Banc entered into an Agreement and Plan of
Reorganization to acquire Union Bankshares, Ltd., of Denver Colorado. As of
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.
Union Bankshares, founded in 1984, has based its recent growth on developing
startup branches that are strategically located around the Denver metropolitan
area to serve its focus market of small and medium-sized businesses and
individuals. The total purchase price of Union Bankshares is approximately $54
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
Union Bankshares. 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 Union Bankshares occur, Union Bankshares'
shares would be converted into Gold Banc shares using a "conversion number."
The conversion number is determined by dividing the "target" Union Bankshares'
share price of $23.05 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 $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 Gold Banc common
stock with a $23.05 value (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 deemed to be $13.00. It
is a condition precedent to the merger that the average Gold Banc share
price is not less than $11.00.

We are providing the following Union Bankshares 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
First Business Bancshares' stockholders. This information is only a summary and
you should read it in conjunction with the historical financial statements of
Union Bankshares 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.

xix
<PAGE>

Union Bankshares 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--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>

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. On
January 21, 2000, Gold Banc and American Bancshares entered into a First
Amendment to Agreement and Plan of Reorganization. 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 $95 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. It
is a condition precedent to the merger that the average Gold Banc share
price is not less than $9.25.

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
First Business Bancshares' 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 and 8-K/A dated December 9, 1999 that are
incorporated herein by reference.

xx
<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
January 19, 2000 Gold Banc and CountryBanc entered into a First Amendment to
Agreement and Plan of Reorganization. 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 pro forma restated
basis includes its planned acquisition of American Heritage Bancorp, Inc.
("American Heritage"). American Heritage was acquired on January 7, 2000. The
acquisition was 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 incurred transaction related costs of
approximately $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 $92 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, all of the shares of
CountryBanc capital stock would be exchanged for 8,351,000 shares of Gold
Banc's common stock. Should the average market closing price of Gold Banc
common stock equal or exceed $9.07 per share, CountryBanc stockholders will
receive 8,351,000 Gold Banc shares in the exchange. Should the Gold Banc
average market closing price be less than $9.07 per share, CountryBanc
shareholders will receive Gold Banc common stock equal to the target
transaction value of $75,725,000 divided by the average market closing price of
Gold Banc common stock on the effective date of the merger.

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 First
Business Bancshares' stockholders. This information does not include any
adjustments or restatements for CountryBanc's acquisition of American Heritage
Bancorp, which took place on January 7, 2000. 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.

xxi
<PAGE>

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........................... 2.77 2.65 3.50 2.93 (0.03)
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. The information
presented above has not been restated to include the financial condition
and results of operations of American Heritage Bancorp which was acquired
on January 7, 2000 in a pooling of interests transaction.

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 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.

On December 31, 1999, Gold Banc completed the acquisition of DSP
Investments, Limited for approximately $9 million in a combination of cash and
a tax-free exchange of stock. Gold Banc issued 516,400 shares of unregistered
common stock (52% of the price) in the transaction. The transaction has been
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 First Business Bancshares'
pro forma operations or their financial position.

Recent Announcements

Gold Banc announced nonrecurring after-tax costs totaling $3.1 million in
the fourth quarter of 1999 that reduced net income by $0.18 per share for the
quarter. These one-time expenses were in conjunction with its consolidation of
its Kansas banks into a single statewide organization. These costs were
principally the result of the closure of several branch facilities, severance
related payments to former employees and the integration of local bank backroom
functions into the Kansas City technology center.

Gold Banc also announced that its fourth quarter results were further
impacted by duplicative staffing at its local banks to assure that no mistakes
occurred in its customer service efforts, especially during the Y2K anxiety
period and by losses at its mortgage banking operation. The combined effect of
these two matters reduced fourth quarter earnings by $0.08 per share.

On January 4, 2000, Gold Banc announced in conjunction with its acquisition
of DSP Investments, Limited a common share repurchase program. Gold Banc's
board of directors authorized the repurchase of up

xxii
<PAGE>

to 516,000 shares of Gold Banc common stock for the treasury. The company
expects that the repurchase program will be conducted as soon as possible on
the open market, depending upon market conditions and applicable securities
regulations. Gold Banc expects to complete the share repurchases within 90
days.

SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION

Selected Unaudited Pro Forma Financial Information. Gold Banc and First
Business Bancshares 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 First Business Bancshares' businesses been
combined for the periods and at the dates indicated. Gold Banc and First
Business Bancshares also are 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 merger 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 24 for a more detailed explanation of
this analysis.

Pooling Accounting Treatment. Each of the mergers, except DSP Investments,
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. The acquisition of the First Business Bank of Kansas City
minority shares in the bank merger, however, will be accounted for as a
purchase. For a more detailed description of pooling of interests accounting,
see "The Proposed Merger and the Proposed Bank Merger--Accounting Treatment;
Restrictions on Sales by Affiliates" on page 18.

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 First Business Bancshares' 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 First
Business Bancshares' 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.

xxiii
<PAGE>

COMBINED PRO FORMA FINANCIAL INFORMATION

GOLD BANC 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 and First
Business Bancshares
combined:
Net interest income and
other income .............. $ 47,368 $ 36,213 $ 50,120 $ 37,028 $ 29,106
Net earnings ............... 10,788 10,557 12,881 10,434 6,364
Pro Forma (1).............. 10,788 8,775 10,084 8,855 6,364
Basic net earnings per
common share (2)........... 0.58 0.59 0.71 0.61 0.49
Pro Forma (1).............. 0.58 0.48 0.55 0.52 0.49
Diluted net earnings per
common share (2)........... 0.56 0.57 0.69 0.59 0.47
Pro Forma (1).............. 0.56 0.47 0.53 0.50 0.47
Cash dividends paid per
common share............... 0.06 0.06 0.08 0.05 --
Total assets (end of
period).................... 1,404,878 1,162,432 1,227,260 918,376 718,076
Long-term borrowings (end of
period).................... 132,178 53,732 80,363 35,971 7,871
Total stockholders' equity
(end of period)............ 101,017 91,738 95,295 77,665 63,855
Book value per common share
(end of period)............ $ 5.08 $ 4.72 $ 4.84 $ 4.20 $ 3.55
</TABLE>
- --------
(1) Citizens Bank of Tulsa (Citizens) was acquired by Gold Banc in a pooling of
interests transaction 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 First Business Bancshares is
computed using 2,356,563 shares of Gold Banc stock in the exchange and
using 393,437 shares of Gold Banc stock in the exchange for the minority
shares of First Business Bank of Kansas City.

xxiv
<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> <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 $ 79,824 $ 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)........ 0.47 0.47 0.59 0.54 0.34
Pro Forma(1)........... 0.47 0.42 0.51 0.49 0.34
Diluted net earnings per
common share(2)........ 0.45 0.44 0.55 0.51 0.33
Pro Forma(1)........... 0.45 0.40 0.48 0.47 0.33
Cash dividends paid per
common share........... 0.06 0.06 0.08 0.05 --
Total assets (end of
period)................ 2,741,407 2,363,027 2,531,832 1,970,948 1,632,493
Long term borrowings
(end of period)........ 199,821 117,011 156,816 55,896 24,571
Total stockholders'
equity (end of period). 184,368 184,891 190,046 160,755 136,836
Book value per common
share (end of period).. $ 4.53 $ 4.60 $ 4.70 $ 4.14 $ 3.59
</TABLE>
- --------
(1) Citizens Bank of Tulsa (Citizens) was acquired by Gold Banc in a pooling of
interests transaction 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 is computed using an
$11.00 share price for Gold Banc stock in the Union Bankshares exchange and
in the American Bancshares exchange, using 4.844 shares of Gold Banc stock
for each share of CountryBanc in the exchange, using 2,356,563 shares of
Gold Banc stock in the First Business Bancshares exchange and using 393,437
shares of Gold Banc stock in the First Business Bank of Kansas City
minority shares exchange.

xxv
<PAGE>

FIRST BUSINESS BANCSHARES

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
Citizens Bank of Tulsa, the Subchapter S corporation acquired in a
pooling of interests transaction, as if it were subject to Federal income
tax.

. First Business Bancshares on a historical basis.

. Gold Banc and First Business Bancshares combined on a pro forma basis.

. Gold Banc and First Business Bancshares combined on a pro forma basis
stated on an equivalent First Business Bancshares 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
First Business Bancshares 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 First Business Bancshares contained herein. Pro forma
combined and equivalent pro forma per share data reflect the combined results
of Gold Banc and First Business Bancshares 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.

All shares of First Business Bancshares common stock shall be exchanged for
2,356,563 shares of Gold Banc common stock or a conversion ratio of 10.3552 to
one.

The First Business Bancshares equivalent per share pro forma information
shows the effect of the merger from the perspective of an owner of First
Business Bancshares common stock.

The pro forma data of the combined Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business Bancshares merger pro forma data is
computed using an $11.00 share price for Gold Banc stock in the Union
Bankshares exchange and in the American Bancshares exchange, and using 4.844
shares of Gold Banc stock for each share of CountryBanc in the exchange.

xxvi
<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 First Business Bancshares
combined on a pro forma basis................. $0.58 $0.48 $0.55 $0.52 $0.49
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis...... $0.47 $0.42 $0.51 $0.49 $0.34
First Business Bancshares historical basis..... $3.65 $4.02 $5.94 $3.48 $9.11
Gold Banc and First Business Bancshares
combined on a pro forma basis per First
Business Bancshares equivalent common share... $6.00 $4.97 $5.70 $5.38 $5.07
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
First Business Bancshares equivalent common
share......................................... $4.87 $4.35 $5.28 $5.07 $3.52
Diluted Earnings Per Share:
Gold Banc historical basis..................... $0.59 $0.49 $0.55 $0.54 $0.45
Gold Banc and First Business Bancshares
combined on a pro forma basis................. $0.56 $0.47 $0.53 $0.50 $0.47
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis...... $0.45 $0.40 $0.48 $0.47 $0.33
First Business Bancshares historical basis..... $2.86 $2.99 $4.41 $2.70 $6.77
Gold Banc and First Business Bancshares
combined on a pro forma basis per First
Business Bancshares equivalent common share... $5.80 $4.87 $5.49 $5.18 $4.87
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
First Business Bancshares equivalent common
share......................................... $4.66 $4.14 $4.97 $4.87 $3.42
</TABLE>

xxvii
<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 First Business
Bancshares combined on a pro
forma basis..................... $ 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 .. $ 0.06 $ 0.06 $0.08 $0.05 $--
First Business Bancshares
historical basis................ $ -- $ -- $ -- $ -- $--
Gold Banc and First Business
Bancshares combined on a pro
forma basis per First Business
Bancshares equivalent common
share........................... $ 0.62 $ 0.62 $0.83 $0.52 $--
Gold Banc, Union Bankshares,
American Bancshares, CountryBanc
and First Business Bancshares
combined on a pro forma basis
per First Business Bancshares
equivalent common share ........ $ 0.62 $ 0.62 $0.83 $0.52 $--
<CAPTION>
Nine Months
Ended Year Ended
September 30, December 31,
------------- ------------
1999 1998
------------- ------------
<S> <C> <C> <C> <C> <C>
Book Value Per Share:
Gold Banc historical basis....... $ 5.25 $ 4.88
Gold Banc and First Business
Bancshares combined on a pro
forma basis..................... $ 5.08 $ 4.84
Gold Banc, Union Bankshares,
American Bancshares, CountryBanc
and First Business Bancshares on
a pro forma basis .............. $ 4.53 $ 4.70
First Business Bancshares
historical basis................ $42.43 $42.23
Gold Banc and First Business
Bancshares combined on a pro
forma basis per First Business
Bancshares equivalent common
share........................... $52.60 $50.12
Gold Banc, Union Bankshares,
American Bancshares, CountryBanc
and First Business Bancshares
combined on a pro forma basis
per First Business Bancshares
equivalent common share ........ $46.91 $48.67
</TABLE>

xxviii
<PAGE>

FIRST BUSINESS BANK OF KANSAS CITY

COMPARATIVE PER SHARE DATA

The following table sets forth per share data of:

. First Business Bank of Kansas City on a historical basis.

. Gold Banc and First Business Bancshares combined on a pro forma basis.

. Gold Banc and First Business Bancshares combined on a pro forma basis
stated on an equivalent First Business Bank of Kansas City minority share
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
First Business Bank of Kansas City minority share basis.

All minority shares of First Business Bank of Kansas City shall be exchanged
for 393,437 shares of Gold Bank common stock or a conversion ratio of 9.5962 to
one.

The First Business Bank of Kansas City equivalent per share pro forma
information shows the effect of the merger from the perspective of a minority
shareholder of First Business Bank of Kansas City. The acquisition of the
minority shares of First Business Bank of Kansas City will be accounted for by
Gold Banc as a purchase.

The pro forma data of the combined Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business Bancshares merger pro forma data is
computed using an $11.00 share price for Gold Banc stock in the Union
Bankshares exchange and in the American Bankshares exchange, and using 4.844
shares of Gold Banc stock for each share of CountryBanc in the exchange.

xxix
<PAGE>

<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, December 31,
1999 1998
----------------- ------------
<S> <C> <C>
Basic Earnings Per Share:
Gold Banc historical basis.................... $0.59 $0.55
Gold Banc and First Business Bancshares
combined on a pro forma basis................ $0.58 $0.55
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis..... $0.47 $0.51
First Business Bank of Kansas City historical
basis........................................ $2.82 $4.14
Gold Banc and First Business Bancshares
combined on a pro forma basis per First
Business Bank of Kansas City minority
equivalent common share...................... $5.57 $5.28
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
First Business Bank of Kansas City minority
equivalent common share...................... $4.51 $4.89
Diluted Earnings Per Share:
Gold Banc historical basis.................... $0.59 $0.55
Gold Banc and First Business Bancshares
combined on a pro forma basis................ $0.56 $0.53
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis..... $0.45 $0.48
First Business Bank of Kansas City historical
basis........................................ $2.82 $4.14
Gold Banc and First Business Bancshares
combined on a pro forma basis per First
Business Bank of Kansas City minority
equivalent common share...................... $5.37 $5.09
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
First Business Bank of Kansas City minority
equivalent common share...................... $4.32 $4.61
</TABLE>

xxx
<PAGE>

<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, December 31,
1999 1998
----------------- ------------
<S> <C> <C>
Dividends Paid Per Common Share:
Gold Banc historical basis ................... $ 0.06 $ 0.08
Gold Banc and First Business Bancshares
combined on a pro forma basis................ $ 0.06 $ 0.08
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis..... $ 0.06 $ 0.08
First Business Bank of Kansas City historical
basis........................................ $ -- $ --
Gold Banc and First Business Bancshares
combined on a pro forma basis per First
Business Bank of Kansas City minority
equivalent common share...................... $ 0.58 $ 0.77
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
First Business Bank of Kansas City minority
equivalent common share...................... $ 0.58 $ 0.77

<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 First Business Bancshares
combined on a pro forma basis................ $ 5.08 $ 4.84
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis..... $ 4.53 $ 4.70
First Business Bank of Kansas City historical
basis........................................ $34.88 $32.55
Gold Banc and First Business Bancshares
combined on a pro forma basis per First
Business Bank of Kansas City minority
equivalent common share...................... $48.74 $46.45
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
First Business Bank of Kansas City minority
equivalent common share...................... $43.47 $45.10
</TABLE>

xxxi
<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 Per
High Low 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
Fourth quarter............................. 10.18 9.77 .020
</TABLE>

On October 18, 1999, the last full trading day prior to the signing of the
agreement, the reported closing price of Gold Banc common stock on The Nasdaq
Stock Market was $9.75 per share. On January 26, the reported closing price of
Gold Banc common stock was $9.13 per share.

First Business Bancshares. The following table sets forth all of the sales
of Common Stock of First Business Bancshares that occurred in 1997, 1998 and
1999:

<TABLE>
<CAPTION>
Cash Dividends
Book Value Market Value Declared
Per Share Per Share Per Share
---------- ------------ --------------
<S> <C> <C> <C>
1997
04/30/97--1,200 shares........... $26.14 $44.78 $.000
1998
03/12/98--800 shares............. $29.67 $36.82 $.000
07/24/98--4,765 shares........... 31.82 47.73 .000
10/27/98--2,500 shares........... 32.18 56.31 .000
1999
None
</TABLE>

xxxii
<PAGE>

First Business Bank of Kansas City. The following table sets forth all of
the sales of common stock of First Business Bank of Kansas City, N.A. that
occurred in 1997, 1998 and 1999:

<TABLE>
<CAPTION>
Cash Dividends
Bank Book Value Price Paid Declared
Per Share Per Share Per Share
--------------- ---------- --------------
<S> <C> <C> <C>
1997
9/24/97--500 shares........... $27.39 $39.00 $0.00
11/12/97--1,500 shares........ 27.90 39.50 0.00
1998
1/6/98--500 shares............ $27.90 $39.50 $0.00
3/27/98--25 shares............ 29.05 43.57 0.00
4/2/98--500 shares............ 28.81 43.21 0.00
12/21/98--60 shares........... 32.08 56.14 0.00
12/21/98--412 shares.......... 32.08 56.14 0.00
1999
2/24/99--500 shares........... $32.90 $59.42 $0.00
</TABLE>

The foregoing table reflects the cash prices that were paid for shares of
First Business Bank of Kansas City common stock. A description of the Gold Banc
common stock that the First Business Bank of Kansas City minority stockholders
would receive in the bank merger is included on page viii.

xxxiii
<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 First Business Bancshares or future
acquisitions will be successful.

We cannot assure that the integration of First Business Bancshares 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 First Business Bancshares 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;

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

1
<PAGE>

. 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.

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.

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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.

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, and

. 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.

To date, we have not experienced any Year 2000 problems.

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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 affect 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 March 6, 2000.

First Business Bancshares. First Business Bancshares' special meeting will
be held at the Kansas City Club located at 1228 Baltimore, Kansas City,
Missouri, at 11:30 a.m., local time, on March 6, 2000.

First Business Bank of Kansas City. First Business Bank of Kansas City's
special meeting will be held at the Kansas City Club located at 1228 Baltimore,
Kansas City, Missouri, at 11:30 a.m., local time, on March 6, 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 First Business Bancshares with and into Gold Banc, as well as the
resulting issuance of Gold Banc common stock to First Business Bancshares' and
First Business Bank of Kansas City's minority stockholders as provided under
the terms of the merger agreement and the bank merger agreement.

First Business Bancshares. At First Business Bancshares' special meeting,
holders of First Business Bancshares common stock are being asked to consider
and approve the merger agreement that provides for the merger of First Business
Bancshares with and into Gold Banc.

First Business Bank of Kansas City. At First Business Bank of Kansas City's
special meeting, holders of First Business Bank of Kansas City common stock are
being asked to consider and approve the bank merger agreement that provides for
the merger of First Business Bank of Kansas City with and into Gold Bank.

Record Date; Stock Entitled to Vote; Quorum

Gold Banc. The Gold Banc board of directors has established the close of
business on January 31, 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 January 25, 2000, there were 17,595,918 shares of Gold Banc
common stock outstanding held by approximately 327 holders of record (and
approximaely 4,100 beneficial owners). A

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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.

First Business Bancshares. The First Business Bancshares board of directors
has established the close of business on January 31, 2000 as the date to
determine those record holders of First Business Bancshares common stock
entitled to notice of and to vote at the First Business Bancshares special
meeting. On January 25, 2000, there were 223,573 shares of First Business
Bancshares common stock outstanding held by approximately 41 holders of record.
A majority 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 First Business Bancshares'
special meeting, although the vote of a two-thirds majority of the outstanding
shares is required for approval of the merger. In the event a quorum is not
present at First Business Bancshares' special meeting, it is expected that the
meeting will be adjourned or postponed to solicit additional proxies. Holders
of record of First Business Bancshares common stock on the record date are each
entitled to one vote per share on the merger to be considered at First Business
Bancshares' special meeting.

First Business Bank of Kansas City. The First Business Bank of Kansas City
board of directors has established the close of business on January 31, 2000 as
the date to determine those record holders of First Business bank of Kansas
City common stock entitled to notice of and to vote at the First Business Bank
of Kansas City special meeting. On January 25, 2000, there were 294,913 shares
of First Business Bank of Kansas City common stock outstanding held by
approximately 88 holders of record. A majority 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 bank
merger at First Business Bank of Kansas City's special meeting, although the
vote of a two-thirds majority of the outstanding shares is required for
approval of the bank merger. In the event a quorum is not present at First
Business Bank of Kansas City's special meeting, it is expected that the meeting
will be adjourned or postponed to solicit additional proxies. Holders of record
of First Business Bank of Kansas City common stock on the record date are each
entitled to one vote per share on the bank merger to be considered at First
Business Bank of Kansas City's special meeting.

Votes Required

Gold Banc. The approval of the merger agreement and issuance of the shares
of Gold Banc common stock to First Business Bancshares and First Business Bank
of Kansas City's minority stockholders requires the affirmative vote of a
majority of the shares of Gold Banc common stock outstanding on January 31,
2000. An abstention or a broker non-vote, as described below, will have the
same effect as a vote against the merger.

First Business Bancshares. The approval and adoption of the merger agreement
requires the affirmative vote of a two-thirds majority of the shares of First
Business Bancshares common stock outstanding on January 31, 2000. An abstention
or a broker non-vote, as described below, will have the same effect as a vote
against the merger.

First Business Bank of Kansas City. The approval and adoption of the bank
merger agreement requires the affirmative vote of a two-thirds majority of the
shares of First Business Bank of Kansas City common stock outstanding on
January 31, 2000. An abstention or a broker non-vote, as described below, will
have the same effect as a vote against the bank merger.

Security Ownership of Management

Gold Banc. As of January 25, 2000, the directors and executive officers of
Gold Banc as a group beneficially owned (excluding shares purchasable upon
exercise of stock options) 14.92% 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 First Business Bancshares' and First Business Bank of
Kansas City's minority

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stockholders requires the affirmative vote of a majority of the shares of Gold
Banc common stock outstanding on January 31, 2000.

First Business Bancshares. As of January 25, 2000, the directors and
executive officers of First Business Bancshares as a group beneficially owned
(excluding shares purchasable upon exercise of stock options) 51.31% of the
outstanding shares of First Business Bancshares common stock. The approval and
adoption of the merger agreement requires the affirmative vote of a two-thirds
majority of the shares of First Business Bancshares common stock outstanding on
January 31, 2000.

First Business Bank of Kansas City. As of January 25, 2000 the directors and
executive officers of First Business Bank of Kansas City as a group
beneficially owned (excluding shares purchasable upon exercise of stock
options) 0.78% of the outstanding shares of First Business Bank of Kansas City
common stock. The approval and adoption of the bank merger agreement requires
the affirmative vote of a two-thirds majority of the shares of First Business
Bank of Kansas City common stock outstanding on January 31, 2000.

Voting of Proxies

Submitting Proxies

Gold Banc, First Business Bancshares, and First Business Bank of Kansas City
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, First Business Bancshares or First
Business Bank of Kansas City 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 or bank merger, as applicable.

For Gold Banc, First Business Bancshares and First Business Bank of Kansas
City 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 not
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 or the bank
merger, as applicable.

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.

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

First Business Bancshares of Kansas City, Inc.
800 W. 47th Street
Kansas City, Missouri 64112
Attention: Corporate Secretary

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Stockholders who require assistance in changing or revoking a proxy should
contact: Gayle A Matsuoka, Corporate Secretary.

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

First Business Bank of Kansas City, N.A.
800 W. 47th Street
Kansas City, Missouri 64112
Attention: Corporate Secretary

Stockholders who require assistance in changing or revoking a proxy should
contact: Gayle A Matsuoka, Corporate Secretary.

General Information. Abstentions may be specified on the proposals. Shares
of Gold Banc common stock, First Business Bancshares common stock or First
Business Bank of Kansas City 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. An abstention or a broker non-
vote will have the same effect as a vote against the merger or the bank merger,
as applicable.

Neither Gold Banc, First Business Bancshares nor First Business Bank of
Kansas City are 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 or bank 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, First Business Bancshares and First Business Bank of Kansas City
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, First Business Bancshares and First Business Bank of
Kansas City, 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, First
Business Bancshares and First Business Bank of Kansas City 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 First Business
Bancshares common stock or First Business Bank of Kansas City common stock will
be mailed by Gold Banc to former First Business Bancshares stockholders or
First Business Bank of Kansas City stockholders, respectively, shortly after
the merger and bank merger are completed.

THE PROPOSED MERGER AND THE
PROPOSED BANK MERGER

General

Gold Banc, First Business Bancshares and First Business Bank of Kansas City
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.

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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 First Business
Bancshares' and First Business Bank of Kansas City's minority stockholders. The
number of shares needed to approve this proposal is a majority of the shares of
Gold Banc common stock outstanding on January 31, 2000. The merger will not be
completed unless the merger agreement is approved by Gold Banc stockholders.

First Business Bancshares Proposal. At the First Business Bancshares
stockholders' meeting, holders of First Business Bancshares 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 two-thirds majority of
the shares outstanding on January 31, 2000. The merger will not be completed
unless the merger agreement is approved and adopted by the First Business
Bancshares stockholders.

First Business Bank of Kansas City Proposal. At the First Business Bank of
Kansas City stockholders' meeting, holders of First Business Bank of Kansas
City common stock will be asked to vote on the approval and adoption of the
bank merger agreement. The number of shares needed to approve this proposal is
a two-thirds majority of the shares outstanding on January 31, 2000. The bank
merger will not be completed unless the bank merger agreement is approved and
adopted by the First Business Bank of Kansas City stockholders.

Exchange of First Business Bancshares Shares

If you are a record holder of First Business Bancshares 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 First Business
Bancshares common stock, 10.3552 shares of Gold Banc common stock.

Exchange of First Business Bank of Kansas City Shares

If you are a minority record holder of First Business Bank of Kansas City
common stock immediately prior to the effective time of the bank merger and the
proposals are approved, you will receive in exchange for each share of First
Business Bank of Kansas City common stock, 9.5962 shares of Gold Banc common
stock.

Stock Options

First Business Bancshares Stock Options. Upon completion of the merger, each
option to acquire First Business Bancshares' common stock which is outstanding
immediately before completing the merger, whether or not vested or exercisable,
will be converted into and become rights with respect to Gold Banc common
stock. Gold Banc will assume each option to acquire First Business Bancshares
common stock in accordance with the terms of the stock option plan under which
it was granted, except that following the merger: (1) Gold Banc and its
compensation committee will be substituted for First Business Bancshares and
its board of directors' committee administering such plan, (2) each First
Business Bancshares stock option assumed by Gold Banc may be exercised solely
for Gold Banc common stock, and (3) 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.

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

First Business Bancshares Convertible Debentures

First Business Bancshares had outstanding $770,000.00 of debentures that
were convertible into nonvoting common stock of First Business Bancshares.
First Business Bancshares agreed in the merger agreement to amend the
debentures so that they were convertible into First Business Bancshares voting
common stock, although the conversion ratio remained unchanged. Each $5,000
debenture was converted into 358 shares of First Business Bancshares common
stock, and a $5.90 principal repayment in lieu of a fractional share.

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In the merger agreement, First Business Bancshares agreed to call all of the
convertible debentures, which triggered the right of each holder to convert the
debentures. All of the debentures were converted and on January 14, 2000 First
Business Bancshares issued an additional 55,132 shares of First Business
Bancshares common stock.

Background of the Merger and the Bank Merger

Set forth below is a description of the contacts between First Business
Bancshares and Gold Banc that led up to the execution of the merger agreement
and the bank merger agreement and the amendments thereto.

First Business Bancshares and its only subsidiary bank, First Business Bank
of Kansas City, were formed in 1988 to serve primarily small to mid-sized
businesses in the Kansas City metropolitan area as a locally owned, community
bank. In order to broaden its reach throughout the community, company
organizers sought to establish a broad ownership base on the premise that
owners would, themselves, become customers and would help market the bank's
services to others in the community. A group of approximately twenty-five
investors formed and capitalized First Business Bancshares as a single bank
holding company. The holding company invested its capital in First Business
Bank of Kansas City such that First Business Bancshares' ownership interest
would exceed 80%, a super-majority. The remaining 20% ownership interest in the
subsidiary bank was sold directly to investors primarily within the business
community. In May of 1988, First Business Bank of Kansas City began operations
with approximately $7.0 million in equity capital, one majority owner, First
Business Bancshares, and many minority shareholders.

Throughout its eleven years of operation, ownership interest percentages
varied only slightly. As of September 30, 1999, the holding company owned
approximately 86% of the subsidiary bank and minority shareholders held the
remaining interest.

In early 1998, the board of directors began receiving inquiries about First
Business Bancshares' interest in being acquired. In order to properly evaluate
such offers and other alternative courses of action, the board established a
revised strategic plan. The plan approved by the board in 1998 stated that
Bancshares would not actively attempt to be sold but it would consider
unsolicited offers from qualified potential buyers when such offers were deemed
to be credible and attractive.

In May 1999, First Business Bancshares was approached by Gold Banc, and
after informal discussions between Malcolm M. Aslin, President of Gold Banc,
and Robert J. Gourley, a member of First Business Bancshares' board of
directors, was presented with an unsolicited offer dated May 20, 1999. At the
time the offer was presented, First Business Bancshares had not engaged any
advisor or broker to assist in selling the company or evaluating unsolicited
offers. Upon receipt of Gold Banc's offer, however, the company engaged the
investment banking firm of Keefe, Bruyette & Woods, Inc. to help evaluate Gold
Banc's offer and, ultimately assist in negotiating its terms and conditions.

During the month of June, 1999, board members and representatives from
Keefe, Bruyette discussed the Gold Banc offer and how First Business Bancshares
should respond to it. The offer indicated that Gold Banc valued First Business
Bank of Kansas City at approximately 20 to 23 times earnings and about 3.0
times its book value. Relative to other bank sales in the midwest, Gold Banc's
offer to exchange its stock for First Business Bancshares stock appeared to be
both attractive and credible. The board, then, was faced with three viable
strategic alternatives: to proceed with Gold Banc merger discussions, pursue
other potential acquirers or remain independent.

In response to Gold Banc's May, 1999 offer, First Business Bancshares'
directors instructed its advisor to compile and analyze current bank sales data
in order to have relevant information against which to compare Gold Banc's
offer and to determine if actively pursuing other potential acquirers was a
feasible course of action. The board also decided that it would respond to the
offer by pointing out to Gold Banc certain areas of concern. Of primary concern
to First Business Bancshares directors was that the offer presented by Gold
Banc in May, 1999 did not extend an offer to acquire shares of First Business
Bank of Kansas City from the minority

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shareholders. Gold Banc's offer at the time was to acquire 100% of the stock of
First Business Bancshares only. First Business Bancshares directors were firmly
committed to ensuring that both the majority and minority shareholders were
treated equally in any acquisition proposal.

In July, 1999, management compiled additional information about its bank and
holding company and updated company financial reports through the quarter
ending June 30, 1999. This information was presented to Gold Banc senior
management in mid-July. In addition, representatives from Keefe, Bruyette
updated and presented to the board information about recent bank sales and
other potential acquirers of First Business Bancshares. Gold Banc responded to
the information it received with an updated acquisition proposal which
addressed the board's concerns.

In a letter of intent dated July 26, 1999, Gold Banc offered to acquire 100%
of the shares of First Business Bancshares, the holding company, and 100% of
the shares of First Business Bank of Kansas City held by minority shareholders.
The price offered for holding company and bank stock was, in relative terms,
equal. In addition, Gold Banc's offer was increased in consideration of First
Business Bancshares performance over the first six months of 1999. Gold Banc's
July 26, 1999 offer was to acquire 100% of the stock of First Business
Bancshares for a value equal to $109.79 per share and 100% of the stock held by
minority shareholders in First Business Bank of Kansas City for a value equal
to $101.73 per share. Gold Banc proposed that its registered common stock be
exchanged for First Business Bancshares common stock and First Business Bank of
Kansas City minority common stock at an exchange rate to be determined just
prior to closing.

In early August, 1999, the board of directors of First Business Bancshares
met to consider the July 26, 1999 offer presented by Gold Banc. The board's
advisor reported that the offer appeared to be very fair. In addition, the
offer addressed the primary concern of the board by giving equal treatment to
both the majority and minority shareholders. The board authorized the president
and CEO of the company to sign the July 26, 1999 letter of intent with certain
modifications. This was accomplished on August 15, 1999.

During the remaining weeks of August and September, 1999, both parties to
the proposed transaction conducted due diligence. First Business Bancshares
focused on Gold's strategic plans for the future and reviewed with special
interest Gold Banc's offers to purchase other banks in Colorado and Florida.
Gold Banc personnel reviewed First Business Bancshares' and First Business Bank
of Kansas City's books and records and assets. After due diligence was
completed final negotiations pursuant to a definitive agreement were conducted.
The definitive agreement was signed on October 19, 1999 and the proposed
transaction was announced to the public on October 25, 1999.

During the period following October 19, 1999, representatives of management
of First Business Bancshares and of First Business Bank of Kansas City began to
periodically meet with representatives of Gold Banc to continue conducting due
diligence, to comply with the provisions of the merger agreement and the bank
merger agreement and to begin planning for the coordination of operations in
the event that the mergers become approved by the shareholders of First
Business Bancshares and of First Business Bank of Kansas City. The Board of
Directors of First Business Bancshares also continued to periodically review
the fairness of the offer in the context of fluctuating prices for publicly
traded bank stocks. Because of a decrease in the market price of Gold Banc's
stock, Keefe, Bruyette was contacted to again review the fairness of the offer
and a representative of First Business Bancshares board of directors entered
into further negotiations with Gold Banc concerning the exchange ratio set
forth in the offer. Such negotiations resulted in a proposal by Gold Banc to
eliminate the condition that Gold Banc's stock price not be less than $10.50 in
consideration of the exchange ratio being increased to 10.3552 for First
Business Bancshares' stock and 9.5962 for First Business Bank of Kansas City's
stock. On January 19, 2000, a joint board of directors meeting of the members
of the board of First Business Bancshares and the members of the board of First
Business Bank of Kansas City was held at which a representative of Keefe,
Bruyette who attended a portion of the meeting, discussed updated information
on Gold Banc and presented updated information on recent bank sales to the
board of First Business Bancshares in connection with the review of the revised
merger proposal. The CEO of Gold Banc also attended a portion of such meeting
and presented updated information on Gold Banc. Following such

10
<PAGE>

presentations and discussion, the respective boards of directors deliberated
and further discussed the proposed revision to the merger and unanimously
approved the proposed revision. Revised merger agreements incorporating the
proposed revisions to eliminate the condition that Gold Banc's average market
closing price is not less than $10.50 and increase the exchange ratio for First
Business Bancshares to 10.3552 and for First Business Bank of Kansas City to
9.5962 were subsequently executed as of January 21, 2000.

Our Reasons for the Merger and the Bank Merger

Gold Banc. In negotiating the terms of the merger and in considering its
recommendation for the approval of the merger agreement, the boards of
directors of Gold Banc and Gold Bank 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 First Business
Bancshares stockholders in relation to the book value and earnings per
share of the First Business Bancshares common stock and the First Business
Bank of Kansas City common stock;

2. The Gold Banc board's review of the business, operations and
financial condition of First Business Bancshares, 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 First Business
Bancshares in expectation that the merger would provide it with
opportunities for additional growth;

4. The impact of the merger and the bank merger on customers,
depositors, employees and communities served by Gold Banc, Gold Bank, First
Business Bancshares and First Business Bank of Kansas City;

5. The expectation that the merger will be accounted for under the
pooling of interests method of accounting and the expectation that the
acquisition of the minority interests in First Business Bank of Kansas City
would be accounted for under the purchase method of accounting, see
"Accounting Treatment; Restrictions on Sales by Affiliates" on page 18;

6. The merger and the bank merger are 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, the bank 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 and the bank 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 First Business Bancshares stockholders
and the First Business Bank of Kansas City minority stockholders.

First Business Bancshares and First Business Bank of Kansas City. In
negotiating the terms of the merger and the bank merger and in considering its
recommendation for the approval of the merger agreement and the bank merger
agreement, the boards of directors of First Business Bancshares and First
Business Bank of Kansas City considered the foregoing factors evaluated by the
boards of directors of Gold Banc and Gold Bank and what effect they would have
on First Business Bancshares and First Business Bank of Kansas City. In
addition, the boards of directors of First Business Bancshares and First
Business Bank of Kansas City considered a number of other factors including the
following:

1. Alternatives to enhance stockholder value;

2. The opportunity for stockholders to realize a fair value for their
shares through a tax-free exchange;

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<PAGE>

3. Minimal disruption to customers, depositors, employees and
communities services by First Business Bancshares and First Business Bank
of Kansas City; and

4. The opinion of Keefe, Bruyette & Woods, Inc. that the terms of the
merger were fair, from a financial point of view, to First Business
Bancshares stockholders.

The boards of directors of First Business Bancshares and First Business Bank
of Kansas City did not assign any specific or relative weights to the factors
considered and reviewed all of the foregoing factors as favoring the merger and
the bank merger.

The board of directors of First Business Bancshares unanimously recommends
that First Business Bancshares stockholders vote "FOR" approval and adoption of
the merger agreement. The board of directors of First Business Bank of Kansas
City unanimously recommends that First Business Bank of Kansas City
stockholders vote "FOR" approval and adoption of the bank merger agreement.

Opinion of First Business Bancshares' Financial Advisor

On June 1, 1999, First Business Bancshares of Kansas City ("First Business")
retained Keefe, Bruyette & Woods, Inc. ("Keefe Bruyette") to act as its
financial advisor in connection with the proposed merger with Gold Banc
Corporation ("Gold Banc") and to evaluate the fairness, from a financial point
of view, to First Business stockholders of the consideration to be delivered by
Gold Banc in the merger.

On October 19, 1999, First Business received a written opinion from Keefe
Bruyette 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 to be received from Gold Banc
pursuant to the Merger Agreement was fair to First Business stockholders from a
financial point of view. On January 19, 2000, Keefe Bruyette reiterated that
the consideration to be received from Gold Banc pursuant to the Merger
Agreement was fair to First Business stockholders from a financial point of
view. The full text of Keefe Bruyette's opinion dated as of October 19, 1999
and updated 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 First Business
stockholders. This summary of the opinion is qualified in its entirety by
reference to the full text of the opinion. First Business shareholders are
urged to read the opinion in its entirety for a description of the procedures
followed, assumptions made, matters considered, and qualifications and
limitations on the review undertaken by Keefe Bruyette in connection therewith.

Keefe Bruyette's opinion is directed to the First Business Board and does
not constitute a recommendation to any First Business shareholder as to how
such shareholders should vote at the Special Meeting with respect to the Merger
or any other matter related thereto. No limitations were imposed by the First
Business Board upon Keefe Bruyette with respect to the investigations made or
procedures followed by Keefe Bruyette in rendering its opinion.

In rendering its opinion, Keefe Bruyette reviewed, analyzed and relied upon
the following material relating to the financial and operating condition of
First Business and Gold Banc: (i) the Merger Agreement; (ii) Annual Reports to
shareholders and Audited Financial Statements of First Business; (iii) Annual
Reports to shareholders and Annual Reports on Form 10-K of Gold Banc for the
three years ended December 31, 1998; (iv) certain interim reports of First
Business and certain interim reports to shareholders and Quarterly Reports on
Form 10-Q of Gold Banc and certain other communications from First Business and
Gold Banc to their respective shareholders; (v) other financial information
concerning the businesses and operations of First Business and Gold Banc
furnished to Keefe Bruyette by First Business and Gold Banc for the purpose of
Keefe Bruyette's analysis, including certain internal financial analyses and
forecasts for First Business and Gold Banc prepared by senior management of
First Business and Gold Banc; (vi) certain publicly available information
concerning the trading of, and the trading market for, the common stock of Gold
Banc; and (vii) certain publicly available information with respect to banking
companies and the nature and terms of certain other

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<PAGE>

transactions that Keefe Bruyette considered relevant to its inquiry.
Additionally, in connection with its written opinion attached as Appendix B to
this joint Proxy Statement/Prospectus, Keefe Bruyette reviewed a draft of this
joint Proxy Statement/Prospectus in substantially the form hereof. Keefe
Bruyette also held discussions with senior management of First Business and
Gold Banc concerning their past and current operations, financial condition and
prospects, as well as the results of regulatory examinations. Keefe Bruyette
also considered such financial and other factors as it deemed appropriate under
the circumstances and took into account its assessment of general economic,
market and financial conditions and its experience in similar transactions, as
well as its experience in securities valuation and its knowledge of banks, bank
holding companies and thrift institutions generally. Keefe Bruyette's opinion
was necessarily based upon conditions as they existed and could be evaluated on
the date thereof and the information made available to Keefe Bruyette through
the date thereof.

In conducting its review and arriving at its opinion, Keefe Bruyette relied
upon and assumed the accuracy and completeness of all of the financial and
other information provided to it or publicly available, and Keefe Bruyette did
not attempt to verify such information independently. Keefe Bruyette relied
upon the managements of First Business and Gold Banc as to the reasonableness
and achievability of the financial and operating forecasts (the assumptions and
bases therefor) provided to Keefe Bruyette and assumed that such forecasts
reflected the best available estimates and judgments of such managements and
that such forecasts will be realized in the amounts and in the time periods
estimated by such managements. Keefe Bruyette also assumed, without independent
verification, that the aggregate allowances for loan losses First Business and
Gold Banc are adequate to cover such losses. Keefe Bruyette did not make or
obtain any evaluations or appraisals of the property of First Business and Gold
Banc, nor did Keefe Bruyette examine any individual loan credit files. Keefe
Bruyette was informed by First Business, and assumed for purposes of its
opinion, that the Merger would be accounted for as a pooling-of-interests under
generally accepted accounting principles.

Keefe Bruyette performed certain financial and comparative analyses which it
presented to the Board of Directors of First Business on September 10, 1999,
and discussed further with senior management prior to issuing a written
fairness opinion dated October 19, 1999. Keefe Bruyette updated certain
financial and comparative analyses which it presented to the Board of Directors
of First Business on January 19, 2000. The following is a summary of the
material financial analyses employed by Keefe Bruyette in connection with its
opinion and does not purport to be a complete description of all analyses
employed by Keefe Bruyette, although all material elements of the opinion are
included in the Summary.

Transaction Summary and Premiums Paid. In the updated presentation to the
First Business Board of Directors on January 19, 2000, Keefe Bruyette
calculated the merger consideration to be paid pursuant to the Exchange Ratio
as a multiple of First Business' trailing twelve month fully diluted earnings,
stated book value, fully diluted book value and fully diluted tangible book
value as of September 30, 1999.

Based upon Gold Banc's stock price of $8.94 as of January 18, 2000, and an
Exchange Ratio of 10.3552 shares of Gold Banc Common Stock, Keefe Bruyette
calculated a price per share of $92.55 for First Business. This equates to
premiums of 21.93x third quarter trailing twelve months fully diluted earnings
of $4.22 per share, 2.19x September 30, 1999 stated book value of $42.32, 2.63x
fully diluted book value of $35.24, and 2.65x fully diluted tangible book value
of $34.95.

Contribution Analysis. Keefe Bruyette analyzed the relative contribution of
each of Gold Banc and First Business (before other pending acquisitions) to
certain balance sheet and income statement items, including assets, common
equity, deposits and 1999 annualized net income and 2000 estimated net income.
Keefe Bruyette then compared the relative contribution of such balance sheet
and income statement items with the estimated pro-forma ownership of 12.0% for
First Business shareholders based on an Exchange Ratio of 10.3552 Gold Banc
common shares for each share of First Business. The contribution analysis
showed that First Business would contribute approximately 8.9% of the combined
assets, 7.3% of the combined common equity, 9.8% of the combined deposits, 5.5%
of the combined third quarter 1999 annualized net income, and 7.3% of the 2000
estimate net income (before cost savings, revenue enhancements and intangible
amortization).

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<PAGE>

Comparable Transaction Analysis. On January 19, 2000, Keefe Bruyette updated
the comparable transaction analysis to include certain financial data related
to 19 acquisitions of Midwestern bank holding companies with assets between
$100 million and $250 million announced from August 1, 1998 to January 18, 2000
(the "Midwest Bank Acquisitions") and 25 acquisitions of Nationwide bank
holding companies with assets between $100 million and $250 million announced
from August 1, 1999 to January 18, 2000 (the "Nationwide Bank Acquisitions").

The following transactions comprised the Midwest Bank Acquisitions:

<TABLE>
<CAPTION>
Buyer Seller
----- ------
<S> <C>
. Enterbank Holdings Inc. Commercial Guaranty Bancshares
. Park National Corporation U.B. Bancshares Inc.
. Indiana United Bancorp First Affiliated Bancorp, Inc.
. PrivateBancorp Inc. Johnson Bank Illinois
. Popular Inc. Aurora National Bank
. First National of Nebraska Inc. Commercial Banshares Inc.
. Central Bancompany Mid-Continent Bancshares
. State Financial Services Corp. First Waukegan Corp.
. Merchants & Manufacturers Bancorp Pyramid Bancorp Inc.
. MidCity Financial Corporation Damen Financial Corporation
. First Financial Bancorp Hebron Bancorp Inc.
. Goodenow Bancorporation Windom State Investment Co.
. Fishback Financial Corp. Pipestone Bancshares Inc.
. Premier Financial Bancorp Mt. Vernon Bancshares Inc.
. Associated Banc-Corp. Windsor Bancshares Inc.
. Fifth Third Bancorp Ashland Bankshares Inc.
. St. Charles financial Corp. Commerce Bancorp Inc.
. Area Bancshares Corp. Peoples Bancorp of Winchester
. First Merchants Corporation Jay Financial Corporation
</TABLE>

The following transactions comprised the Nationwide Bank Acquisitions:

<TABLE>
<CAPTION>
Buyer Seller
----- ------
<S> <C>
. Enterbank Holdings Inc. Commercial Guaranty Bancshares
. Harleysville National Corp. Citizens Bank & Trust Co.
. Park National Corporation U.B. Bancshares Inc.
. ABN AMRO Holding NV Olympian New York Corp.
. Belvedere Capital Partners Sacramento Commercial Bank
. Wells Fargo & Company Napa National Bancorp
. Whitney Holding Corp. Bank of Houston
. Nara Bank NA Korea First Bank of NY
. Indiana United Bancorp First Affiliated Bancorp Inc.
. Rancho Santa Fe National Bank First Comm. Bank of the Desert
. Bank of Southern Oregon United Bancorp
. Century South Banks Inc. Lanier Bankshares Inc.
. City Holding Company Summit State Bank
. Columbia Bancorp Suburban Bancshares Inc.
. East West Bancorp Inc. American International Bank
. F&M Bancorp Patapsco Valley Bancshares
. F&M National Corporation State Bank of the Alleghenies
. Greater Bay Bancorp Mount Diablo Bancshares
. Heartland Financial USA Inc. First National Bank of Clovis
</TABLE>

14
<PAGE>

<TABLE>
<CAPTION>
Buyer Seller
----- ------
<S> <C>
. InterWest Bancorp Inc. Liberty Bay Financial Corp.
. North Valley Bancorp Six Rivers National Bank
. Old National Bancorp Heritage Financial Services
. Popular Inc. Aurora National Bank
. PrivateBancorp Inc. Johnson Bank Illinois
. SJNB Financial Corp. Saratoga Bancorp
</TABLE>

For the Midwest Bank Acquisitions, Keefe Bruyette calculated an average
multiple of price to the sellers' trailing twelve months earnings as 21.06x
compared to a multiple of 21.93x fully diluted trailing twelve months
associated with the Merger; an average premium to the sellers' stated book
value of 225% compared to a premium of 263% associated with the Merger; and an
average premium to the sellers' tangible book value of 242% compared to a
premium of 265% associated with the Merger; an average deal price to assets of
21.25% compared to 16.86% associated with the Merger; and an average deposit
premium of 16.10% compared to a deposit premium of 13.26% associated with the
Merger.

For the Nationwide Bank Acquisitions, Keefe Bruyette calculated an average
multiple of price to the sellers' trailing twelve months earnings as 21.73x
compared to a multiple of 21.93x trailing twelve months associated with the
Merger; an average premium to the sellers' stated book value of 239% compared
to a premium of 263% associated with the Merger; and an average premium to the
sellers' tangible book value of 248% compared to a premium of 265% associated
with the Merger; an average deal price to assets of 22.01% compared to 16.86%
associated with the Merger; and an average deposit premium of 17.46% compared
to a deposit premium of 13.26% associated with the Merger.

Selected Peer Group Analysis. Keefe Bruyette compared the financial
performance and market performance of Gold Banc based on various financial
measures of earnings performance, operating efficiency, capital adequacy and
asset quality and various measures of market performance, including market to
book values, price to earnings and dividend yields to those of a group of
comparable holding companies. For purposes of such analyses, the financial
information used by Keefe Bruyette was as of and for the quarter ended
September 30, 1999 and the market price information was as of January 18, 2000,
respectively. The companies in the peer group were Midwestern bank holding
companies located in Texas, Missouri, Indiana, Kentucky, Illinois, and Oklahoma
which had total assets ranging from $989 million to $1,801 million and included
the following companies:

<TABLE>
<S> <C>
. Sterling Bancshares .Southwest Bancorp, Inc.
. Mississippi Valley Bancshares .First Busey Corporation
. First Merchants Corporation .Lakeland Financial Corporation
. Republic Bancorp, Inc. .Farmers Capital Bank Corporation
. Midwest Banc Holdings, Inc. .Old Second Bancorp, Inc.
. First Oak Brook Bancshares
</TABLE>

Keefe Bruyette's analysis showed the following concerning Gold Banc's
financial performance: that its return on equity on an annualized basis was
16.70%, compared with an average of 14.93% for the peer group; that its return
on assets on an annualized basis was 1.20% compared with an average of 1.20%
for the group; that its net interest margin on an annualized basis 4.02%,
compared with an average of 4.23%; that its efficiency ratio on an annualized
basis was 58.63%, compared with an average of 57.31%; that its equity to assets
ratio was 7.06%, compared to an average of 8.11%; that its tangible equity to
assets ratio was 4.13%, compared to an average of 7.85%; that its ratio of loan
loss reserve to nonperforming loans was 431%, compared to an average of 405%;
that its net charge-offs to average loans were 0.01% compared to 0.17% for the
group; and that its ratio of nonperforming assets to total loans and other real
estate owned was 0.57%, compared to an average of 0.42% for the group.

15
<PAGE>

Gold Banc Stock Price and Market Performance. Keefe Bruyette analyzed Gold
Banc using a January 18, 2000 stock price of $8.94 compared to the above peer
group of Midwestern bank holding companies. This analysis showed that Gold
Banc's price to earnings multiple based on 1999 estimated earnings of $0.83 per
share was 10.77x, compared to an average for the group of 13.39x; that its
price to earnings multiple based on 2000 estimated earnings of $1.04 was 8.59x
compared to an average for the group of 12.10x; that its price to book value
multiple was 1.70x, compared to a group average of 1.88x; that its price to
tangible book value multiple was 3.00x, compared to a group average of 1.97x;
and that its dividend yield was 0.90%, compared to an average for the group of
2.39%.

For purposes of the above calculations, 1999 and 2000 earnings estimates for
the group were based upon estimates of I/B/E/S. Keefe Bruyette also reviewed
the stock trading history of Gold Banc and the potential impact on Gold Banc's
stock price of recently announced acquisitions.

Present Value Analysis. Keefe Bruyette used a dividend discount analysis to
estimate a range of present values per share that would accrue to a holder of a
share of First Business stock, assuming First Business were to remain
independent and the shareholder held the stock though the year 2004, and then
sold it at the end of year 2004. The analysis was based on several assumptions
for First Business, including 227,573 fully diluted shares outstanding and
earnings per share of $6.14 in 2000, $7.35 in 2001, $8.72 in 2002, $10.25 in
2003 and $11.48 in 2004. No dividend was assumed for First Business. There were
two different scenarios used in determining a terminal value in 2004. In one
case, a market multiple of 8.9x 2004 earnings per share was assumed, and in
another scenario an acquisition multiple of 20.0x 2004 earnings per share was
assumed. The terminal valuation was discounted at a rate of 12.0%, producing a
present value of $58.15 and $130.28, respectively, based on market and
acquisition multiples. Keefe Bruyette also presented a table showing the
foregoing analysis on a stand-alone basis, with a range of discount rates from
10.0% to 15.0%, and a range of market multiples of 10.0x to 15.0x 2004 earnings
per share, resulting in a range of present values for a share of First Business
stock of $57.08 to $106.92.

Keefe Bruyette also estimated a range of present values per share that would
accrue to a holder of 10.3552 shares of Gold Banc stock assuming the Merger
were to occur and assuming the shareholder held the stock through the year 2004
and then sold it at the end of 2004. This analysis was based on several
assumptions, including Gold Banc earnings per share of $1.04 in 2000 and a
10.0% earnings per share growth rate thereafter. A 10.0% dividend growth rate
was assumed for Gold Banc pro forma through the year 2004. There were two
different scenarios used in determining a terminal value in 2004. In one case,
a market multiple of 8.6x 2004 earnings per share was assumed, and in another
scenario an acquisition multiple of 20.0x 2004 earnings per share was assumed.
The terminal valuation and the estimated dividends were discounted at a rate of
12.0%. The result of this analysis was a present value of $80.68 and $182.55,
respectively, based on market and acquisition multiples. These values were
determined by adding (i) the present value of the estimated future dividend
stream from 10.3552 shares of Gold Banc stock beginning in 2000 and ending in
2004 and (ii) the present value of the terminal value of 10.3552 shares of Gold
Banc stock.

Keefe Bruyette stated that the present value analysis is a widely-used
valuation methodology, but noted that it relies on numerous assumptions,
including asset and earnings growth rates, dividend payout rates, terminal
values and discount rates. The analysis did not purport to be indicative of the
actual values or expected values of the First Business stock.

Other Analyses. Keefe Bruyette also reviewed Gold Banc's five-year financial
performance; loan composition; deposit composition; historical stock price
performance relative to the S&P 500, the Keefe Bank Index, and the NASDAQ Bank
Index; and the pro forma earnings per share and book value projections.

Keefe Bruyette has been retained by the Board of Directors of First Business
as an independent contractor to act as financial adviser to First Business with
respect to the Merger. Keefe Bruyette as part of its investment banking
business, is continually engaged in the valuation of banking businesses and
their securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary

16
<PAGE>

distributions of listed and unlisted securities, private placements and
valuations for estate, corporate and other purposes. As specialists in the
securities of banking companies, Keefe Bruyette has experience in, and
knowledge of, the valuation of banking enterprises. In the ordinary course of
its business as a broker-dealer, Keefe Bruyette may, from time to time,
purchase securities from, and sell securities to, First Business.

First Business and Keefe Bruyette have entered into a letter agreement dated
June 1, 1999 relating to the services to be provided by Keefe Bruyette in
connection with the Merger. First Business has agreed to pay Keefe Bruyette
fees as follows: a cash fee ("Cash Fee") equal to 1.50% of the market value of
the aggregate consideration offered in the Merger at closing. The Cash Fee will
be payable in three parts, with 25% payable upon the signing of the Merger
Agreement, 25% payable with the mailing of a proxy to First Business
shareholders and 50% payable at the time of closing of the Merger. Pursuant to
the Keefe Bruyette engagement agreement, First Business also agreed to
reimburse Keefe Bruyette for reasonable out-of-pocket expenses and
disbursements incurred in connection with its retention and to indemnify Keefe
Bruyette against certain liabilities, including liabilities under the federal
securities laws. Keefe Bruyette also provided a fairness opinion to Gold Banc
in connection with its pending merger with American Bancshares, Inc., and will
receive an advisory fee from CountryBanc Holding Co. for their pending merger
with Gold Banc.

Operations And Management After the Merger and the Bank Merger

At the effective time of the merger, the separate corporate existence of
First Business Bancshares will terminate as it merges with and into Gold Banc.
The Articles of Incorporation and Bylaws of Gold Banc 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 will become
the officers and directors of the surviving corporation from and after the
effective time of the merger.

At the effective time of the bank merger, the separate corporate existence
of First Business Bank of Kansas City will terminate as it merges into Gold
Bank, a subsidiary of Gold Banc. The Articles of Incorporation and Bylaws of
Gold Bank 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 Bank will become the officers and directors of
the surviving corporation from and after the effective time of the bank merger.

First Business Bank of Kansas City 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 First Business Bank of Kansas City
by expanding the products and services offered.

Gold Banc will analyze First Business Bank of Kansas City'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. In addition, a present director of First Business Bancshares,
to be announced in the near future, will become a director of Gold Banc. No
changes will be made to Gold Banc's management in connection with the merger or
the bank merger.

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<PAGE>

Upon completion of the bank merger, the board of directors of Gold Bank will
consist of the present directors of Gold Bank. The Management of Gold Bank will
consist of the present officers of Gold Bank, plus the addition of Frederick B.
Poccia, Jr., the current President and Chief Executive Officer of First
Business Bancshares, who shall be Executive Vice President of Gold Bank,
responsible for administration and operation for the greater Kansas City
metropolitan area.

Federal Securities Laws Consequences

The shares of Gold Banc to be issued pursuant to the merger and the bank
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 First Business Bancshares and First Business
Bank of Kansas City who are not deemed to be "affiliates" (as that term is
defined in the rules under the Securities Act) of First Business Bancshares or
First Business Bank of Kansas City and who do not become affiliates of Gold
Banc. The shares of Gold Banc common stock to be issued to affiliates of First
Business Bancshares or First Business Bank of Kansas City 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 and the
bank merger will be freely transferable under the Securities Act, except that
shares received by an affiliate of First Business Bancshares or First Business
Bank of Kansas City 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 First Business
Bancshares 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, First Business Bancshares has identified its affiliates as being
each of its directors and executive officers.

An affiliate letter will constitute an agreement by each affiliate of First
Business Bancshares 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 First Business Bancshares 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 Banc. The "affiliates" of Gold
Banc also are subject to the restrictions referred to in clause (a) during such
risk-sharing period.

Fees And Expenses of the Merger and the Bank Merger

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

Accounting Treatment; Restrictions on Sales by Affiliates

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

To ensure that the merger will qualify as a pooling of interests
transaction, each person who is an "affiliate" (as defined in Rule 144 adopted
under the Securities Act) of First Business Bancshares at the time the merger
agreement is submitted for the approval of First Business Bancshares'
stockholders will agree in writing not to sell, pledge, transfer or otherwise
dispose of, or reduce such stockholder's risk relative to, any

18
<PAGE>

shares of Gold Banc common stock until financial results covering at least 30
days of combined operations of Gold Banc and First Business Bancshares 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.

The acquisition of First Business Bank of Kansas City minority shares in
exchange for Gold Banc common stock in the bank merger will be accounted for by
Gold Banc as a purchase. There will be no such restrictions on the sale of Gold
Banc common stock received by First Business Bank of Kansas City minority
stockholders.

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, P.C. will be based upon certain assumptions and representations
by the management of each of First Business Bancshares and Gold Banc and by
certain holders of the outstanding First Business Bancshares common stock. A
ruling from the Internal Revenue Service concerning the tax consequences of the
merger and the bank 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 First Business Bancshares common stock pursuant to
the exercise of an employee option or otherwise as compensation. The discussion
also assumes that the shares of First Business Bancshares common stock are held
as capital assets by the stockholders of First Business Bancshares, and the
shares of First Business Bank of Kansas City are held as capital assets by the
stockholders of First Business Bank of Kansas City.

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

1. No gain or loss will be recognized by the stockholders of First
Business Bancshares who exchange all of their First Business Bancshares
common stock solely for Gold Banc common stock pursuant to the merger or by
the stockholders of First Business Bank of Kansas City who exchange all of
their bank common stock solely for Gold Banc common stock pursuant to the
bank merger. Gain or loss may be recognized by stockholders of First
Business Bancshares and First Business Bank of Kansas City 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 First Business Bancshares in the merger will equal the tax basis of
common stock exchanged therefor, and the tax basis of Gold Banc common
stock received by the stockholders of First Business Bank of Kansas City in
the bank merger will equal the tax basis of First Business Bank of Kansas
City common stock exchanged therefor, both 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 First Business Bancshares in the merger will include the
holding period of First Business Bancshares common stock exchanged
therefor, and the holding period of Gold Banc common stock received by the
stockholders of First Business Bank of Kansas City in the bank merger will
include the holding period of First Business Bank of Kansas City common
stock exchanged therefor.

The federal income tax discussion set forth above is included for general
information only. Each First Business Bancshares stockholder or First Business
Bank of Kansas City stockholder should consult his or her own tax advisor as to
the specific tax consequences of the merger or the bank merger to him or her,
including the application and effect of federal, state and local and other tax
laws.

Interests of First Business Bancshares' Management and Directors in the Merger

You should be aware that certain members of First Business Bancshares'
management and board of directors have certain interests in the merger that
differ from, and are in addition to, your interests generally.

19
<PAGE>

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.

Stock Option Plans. Upon completion of the merger, each option to acquire
First Business Bancshares' common stock which is outstanding immediately before
completing the merger, whether or not vested or exercisable, will be converted
into and become rights with respect to Gold Banc common stock. Gold Banc will
assume each option to acquire First Business Bancshares common stock in
accordance with the terms of the stock option plan under which it was granted,
except that following the merger: (1) Gold Banc and its compensation committee
will be substituted for First Business Bancshares and its board of directors'
committee administering such plan, (2) each First Business Bancshares stock
option assumed by Gold Banc may be exercised solely for Gold Banc common stock,
and (3) 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.

Continuation of Employee Benefits. First Business Bancshares' 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 First Business Bancshares in
determining eligibility and vesting of benefits. Gold Banc will maintain all of
First Business Bancshares' welfare plans (as defined in Section 3(1) of ERISA)
until Gold Banc determines if it will terminate such plans.

Employment and Noncompetition Agreements with Gold Banc. On March 6,
Lawrence L. Baughman, Thomas J. Boles and Mark G. Fitzpatrick will each enter
into two-year employment and noncompete agreements with Gold Banc. On March 6,
Frederick B. Poccia, Jr. will enter into a three-year employment and non-
compete agreement with Gold Banc at $170,000 per year. All four will agree not
to compete with Gold Banc at a financial institution located in or having a
branch within a fifty mile radius of 10th and Main Street, Kansas City,
Missouri, and agree not to solicit customers or employees of Gold Banc or any
of its subsidiaries.

Interests of First Business Bank of Kansas City's Management and Directors in
the Bank Merger

You should be aware that certain members of First Business Bank of Kansas
City's management and board of directors have certain interests in the bank
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 Bank was aware of these interests and
considered them, among other matters, in adopting the bank merger agreement and
approving the bank merger.

Continuation of Employee Benefits. First Business Bank of Kansas City's
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 First
Business Bank of Kansas City in determining eligibility and vesting of
benefits. Gold Banc will maintain all of First Business Bank of Kansas City's
welfare plans (as defined in Section 3(1) of ERISA) until Gold Banc determines
if it will terminate such plans.

Dissenters' Rights

Under the applicable Kansas law, Gold Banc stockholders do not have
dissenters' rights with respect to the merger.

Under the applicable Missouri law, First Business Bancshares stockholders
have dissenters' rights. See "Comparative Rights of Stockholders" on page 55.

Under the National Bank Act, First Business Bank of Kansas City stockholders
have dissenters' rights. See "Comparative Rights of Stockholders" on page 55.

20
<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 two-thirds majority
of all the outstanding shares of First Business Bancshares 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 and First Business
Bancshares made in the merger agreement and the performance of their
respective obligations thereunder;

. The absence of a material adverse change since October 19, 1999,
affecting the financial condition, properties, assets, liabilities,
rights or business of Gold Banc, First Business Bancshares or its
subsidiary, First Business Bank of Kansas City;

. On the closing date of the merger, the total equity capital of First
Business Bank of Kansas City is not less than $10 million and the
reserve for loan and lease loss of First Business Bank of Kansas City is
not less than 1.5% of the aggregate of all outstanding loans;

. On the closing date of the merger, the total equity capital of First
Business Bancshares is not less than $6.7 million, the total
indebtedness (including First Business Bancshares convertible
debentures) of First Business Bancshares (on an unconsolidated basis) is
not more than $4 million, and the cash and cash equivalents of First
Business Bancshares are not less than $1.9 million;

. First Business Bancshares' 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 and First Business Bancshares of an opinion
from Stinson, Mag & Fizzell, P.C. relating to certain tax matters;

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

. The receipt by Gold Banc of an opinion from Spencer, Fane, Britt &
Browne LLP as to certain corporate matters regarding First Business
Bancshares and First Business Bank of Kansas City;

. The receipt by First Business Bancshares of an opinion from Stinson, Mag
& Fizzell P.C. as to certain corporate matters regarding Gold Banc and
Gold Bank;

. 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 First Business Bancshares and First Business Bank of
Kansas City 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 receipt by First Business Bancshares of an opinion from Keefe
Bruyette & Woods, Inc. stating that, in the opinion of such firm, the
exchange ratio is fair, from a financial point of view, to the holders
of First Business Bancshares stock;

. The receipt by Gold Banc of executed employment and non-compete
agreements with Frederick B. Poccia, Jr., Lawrence L. Baughman, Thomas
J. Boles and Mark G. Fitzpatrick in form and substance satisfactory to
Gold Banc; and

. Dissenting shares of First Business Bancshares shall not exceed 5% of
the outstanding shares of First Business Bancshares on the closing date.

21
<PAGE>

Conditions to the Bank Merger

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

. The merger of First Business Bancshares with and into Gold Banc has been
consummated;

. No law, rule or judicial decree preventing the bank merger is in effect;

. Approval by both the Gold Bank and the First Business Bank of Kansas
City stockholders; and

. Receipt of regulatory approvals.

Regulatory Approval

Pursuant to Section 3(a)(5) of the Bank Holding Company Act, the merger and
the bank merger are subject to the approval of the Federal Reserve System. Gold
Banc filed on December 22, 1999, an application for approval with the Federal
Reserve Bank of Kansas City for the merger and the bank merger which was
approved on January 24, 2000. The bank also required the approval of the Kansas
Banking Department, which approval was obtained on January 24, 2000. No other
regulatory approvals are required in order to consummate the merger or the bank
merger.

Conduct of Business Pending the Merger and the Bank Merger

Until either the merger and the bank merger are completed or the merger
agreement and bank merger agreement are terminated, Gold Banc, First Business
Bancshares and First Business Bank of Kansas City 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 and the
bank merger agreement. First Business Bancshares and First Business Bank of
Kansas City have agreed to certain limitations on their ability to engage in
material transactions. Among those limitations, First Business Bancshares and
First Business Bank of Kansas City have agreed, subject to certain exceptions,
to refrain from:

. Amending their certificates of incorporation, association 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;

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

. Declaring or paying any dividend or making any other distribution in
respect of any capital stock or of other beneficial interest in First
Business Bancshares or its subsidiaries, other than distributions
relating to First Business Bancshares convertible debentures;

. Making any material acquisitions or distributions; or

. Incurring or guaranteeing any debts outside of the ordinary course of
business.

No Solicitation

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

22
<PAGE>

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 First Business Bancshares 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 First Business Bancshares' 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 First Business
Bancshares and Gold Banc, as the case may be, deems such waiver to be in the
best interests of First Business Bancshares and Gold Banc and their respective
stockholders. The bank merger agreement may be amended upon the approval of the
boards of directors of First Business Bank of Kansas City and Gold Bank and the
execution of a written amendment by both parties.

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 and First Business Bancshares;

b. Gold Banc or First Business Bancshares if the merger has not been
consummated by April 30, 2000 unless Gold Banc and First Business
Bancshares 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 First Business Bancshares 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. First Business Bancshares if it receives an unsolicited acquisition
proposal from another party that the First Business Bancshares board of
directors believes is superior to the merger;

f. Gold Banc if First Business Bancshares enters into an agreement to be
acquired by another party or if First Business Bancshares board of
directors or a committee of the board of directors approves such a
transaction to be acquired by another party;

g. Gold Banc or First Business Bancshares if any of the conditions
precedent of the party terminating are not fulfilled and cannot be
fulfilled on or prior to the closing date;

h. Gold Banc or First Business Bancshares if there exists any material
inaccuracy, material misrepresentation or material breach of a
representation or warranty made by the other party; or

i. Gold Banc or First Business Bancshares if the stockholders of fail to
vote their approval of the merger.

If the merger agreement is terminated for the reasons described in clauses
(e) or (f) above, First Business Bancshares must pay Gold Banc a termination
fee of $1.5 million.

Termination of the Bank Merger Agreement

The bank merger agreement and the bank merger may be terminated at any time
prior to the bank merger effective time, by:

a. The mutual consent of First Business Bank of Kansas City and Gold
Bank; or

b. The termination of the merger agreement and the merger between First
Business Bancshares and Gold Banc.

Effective Time

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

23
<PAGE>

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

GOLD BANC CORPORATION, INC. 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 and First Business Bancshares 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 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 65.

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 First Business Bancshares 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.

24
<PAGE>

GOLD BANC CORPORATION, INC. AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS

September 30, 1999
(In thousands)

<TABLE>
<CAPTION>
First
Business
ASSETS Gold Banc Bancshares Dr Cr Pro Forma
------ ---------- ---------- ----- ----- -----------
<S> <C> <C> <C> <C> <C>
Cash and due from banks. $ 39,935 1,987 1,800(3) $ 40,122
Federal funds sold and
interest-bearing
deposits............... 21,255 -- 21,255
---------- ------- -----------
Total cash and cash
equivalents......... 61,190 1,987 61,377
---------- ------- -----------
Investment securities...
Held-to-maturity....... 25 -- 25
Available-for-sale..... 257,593 10,138 267,731
Trading securities..... 4,873 -- 4,873
---------- ------- -----------
Total investment
securities.......... 262,491 10,138 272,629
---------- ------- -----------
Mortgage and student
loans held for sale,
net.................... 50,506 -- 50,506
Loans, net.............. 806,930 109,880 916,810
Premises and equipment,
net.................... 31,415 1,113 32,528
Goodwill, net........... 29,383 -- 2,898(4) 32,281
Accrued interest and
other assets........... 36,747 2,000 38,747
---------- ------- -----------
Total assets......... $1,278,662 125,118 $ 1,404,878
========== ======= ===========

<CAPTION>
LIABILITIES AND
STOCKHOLDERS' EQUITY
--------------------
<S> <C> <C> <C> <C> <C>
Liabilities:
Deposits............... $ 967,295 105,003 $ 1,072,298
Securities sold under
agreements to
repurchase............ 61,176 4,638 65,814
Federal funds
purchased and other
short-term
borrowings............ 20,625 2,100 22,725
Guaranteed preferred
beneficial interests
in Company's
debentures............ 66,300 -- 66,300
Long-term debt......... 62,640 4,008 770(2) 65,878
Accrued interest and
other liabilities..... 10,336 810 300(3) 10,846
---------- ------- -----------
Total liabilities.... 1,188,372 116,559 1,303,861
---------- ------- -----------
Minority Interests...... -- 1,430 1,430(4) --
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
(19,890,234 pro
forma)................ 17,182 181 181(1) 2,709(1)(2)(4) 19,891
Additional paid-in
capital............... 29,200 5,939 1,939(1)(2) 3,935(4) 37,135
Retained earnings...... 46,386 1,706 1,500(3) 46,592
Accumulated
comprehensive income
(loss), net........... (2,281) (122) (2,403)
Unearned compensation.. (197) (575) 575(1) (197)
---------- ------- -----------
Total stockholders'
equity.............. 90,290 7,129 101,017
---------- ------- -----------
Total liabilities and
stockholders'
equity.............. $1,278,662 125,118 $ 1,404,878
========== ======= ===========
</TABLE>
- -------
(1) Entry to reflect merger of First Business Bancshares through exchange of
stock. Exchange ratio used: 10.3552 to one.
(2) As of September 30, 1999 First Business Bancshares had convertible
debentures outstanding in the aggregate principal amount of $770,000. The
debentures are convertible into 55,132 common shares of First Business
Bancshares. The debentures will mature or will be called prior to closing,
which is anticipated to result in the conversion of all the debentures.
Entry reflects this conversion prior to the stock-for-stock exchange with
Gold Banc.
(3) Gold Banc and First Business Bancshares estimate they will incur direct
transaction costs of approximately $1.8 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.
(4) 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 9.5962 Gold Banc
shares to 1.0 First Business Bank of Kansas City, N.A. shares was used. The
acquisition of the minority interest is accounted for as a purchase.

25
<PAGE>

GOLD BANC CORPORATION, INC. AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS

December 31, 1998
(In thousands)

<TABLE>
<CAPTION>
First
Business
ASSETS Gold Banc Bancshares Dr Cr Pro Forma
------ ---------- ---------- ----- ----- ----------
<S> <C> <C> <C> <C> <C>
Cash and due from banks. $ 36,305 5,556 $ 41,861
Federal funds sold and
interest-bearing
deposits............... 62,798 880 63,678
---------- ------- ----------
Total cash and cash
equivalents........ 99,103 6,436 105,539
---------- ------- ----------
Investment securities
Held-to-maturity...... 63 -- 63
Available-for-sale.... 225,606 10,418 236,024
Trading securities.... 3,851 -- 3,851
---------- ------- ----------
Total investment
securities......... 229,520 10,418 239,938
---------- ------- ----------
Mortgage and student
loans held for sale,
net.................... 5,425 -- 5,425
Loans, net.............. 717,939 93,127 811,066
Premises and equipment,
net.................... 26,183 893 27,076
Goodwill, net........... 13,328 -- 3,030(3) 16,358
Accrued interest and
other assets........... 19,858 2,000 21,858
---------- ------- ----------
Total assets........ $1,111,356 112,874 $1,227,260
========== ======= ==========

<CAPTION>
LIABILITIES AND
STOCKHOLDERS' EQUITY
--------------------
<S> <C> <C> <C> <C> <C>
Liabilities:
Deposits.............. $ 926,687 97,769 $1,024,456
Securities sold under
agreements to
repurchase........... 6,644 4,129 10,773
Federal funds
purchased and other
short-term
borrowings........... 7,568 -- 7,568
Guaranteed preferred
beneficial interests
in Company's
debentures........... 28,750 -- 28,750
Long-term debt........ 49,958 2,425 770(2) 51,613
Accrued interest and
other liabilities.... 7,938 867 8,805
---------- ------- ----------
Total liabilities... 1,027,545 105,190 1,131,965
---------- ------- ----------
Minority interests...... -- 1,351 1,351(3) --
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
(19,703,461 pro
forma)............... 17,182 162 162(1) 2,522(1)(2)(3) 19,704
Additional paid-in
capital.............. 29,200 5,628 1,767(1)(2) 3,983(3) 37,044
Retained earnings..... 37,235 1,109 38,344
Accumulated
comprehensive income
(loss), net.......... 391 9 400
Unearned compensation. (197) (575) 575(1) (197)
---------- ------- ----------
Total stockholders'
equity............. 83,811 6,333 95,295
---------- ------- ----------
Total liabilities
and stockholders'
equity............. $1,111,356 112,874 $1,227,260
========== ======= ==========
</TABLE>

- --------
(1) Entry to reflect merger of First Business Bancshares through exchange of
stock. Exchange ratio used: 10.3552 to one.
(2) As of September 30, 1999 First Business Bancshares had convertible
debentures outstanding in the aggregate principal amount of $770,000. The
debentures are convertible into 55,132 common shares of First Business
Bancshares. The debentures will mature or will be called prior to closing,
which is anticipated to result in the conversion of all the debentures.
Entry reflects this conversion prior to the stock-for-stock exchange with
Gold Banc.
(3) 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 9.5962 Gold Banc
shares to 1.0 First Business Bank N.A. shares was used. The acquisition of
the minority interest is accounted for as a purchase.

26
<PAGE>

GOLD BANC CORPORATION, INC. AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

September 30, 1999
(In thousands except per share data)

<TABLE>
<CAPTION>
First
Gold Business Pro
Banc Bancshares Forma
------- ---------- -------
<S> <C> <C> <C>
Interest income:
Loans, including fees ........................ $52,616 7,293 $59,909
Investment securities......................... 10,315 506 10,821
Other......................................... 2,284 57 2,341
------- ----- -------
65,215 7,856 73,071
------- ----- -------
Interest expense:
Deposits...................................... 28,558 3,131 31,689
Borrowings and other.......................... 6,461 360 6,821
------- ----- -------
35,019 3,491 38,510
------- ----- -------
Net interest income............................. 30,196 4,365 34,561
Provision for loan losses....................... 1,301 427 1,728
------- ----- -------
Net interest income after provisions for loan
losses....................................... 28,895 3,938 32,833
------- ----- -------
Other income:
Service fees.................................. 3,031 319 3,350
Investment trading fees and commissions....... 2,556 -- 2,556
Net gains on sale of mortgage loans........... 1,559 -- 1,559
Net securities gains.......................... 170 -- 170
Unrealized gains (losses) on trading
securities................................... (22) -- (22)
Gain (loss) on sale of assets................. 23 -- 23
Other income.................................. 5,171 -- 5,171
------- ----- -------
12,488 319 12,807
------- ----- -------
Other expense:
Salaries and employee benefits................ 13,783 1,645 15,428
Net occupancy expense......................... 4,323 342 4,665
Outside services.............................. 1,545 107 1,652
Data processing............................... 1,238 207 1,445
Advertising................................... 686 48 734
Goodwill amortization......................... 721 -- 721
Other Expense................................. 3,950 846 4,796
------- ----- -------
26,246 3,195 29,441
------- ----- -------
Earnings before income taxes.................... 15,137 1,062 16,199
Income tax expense.............................. 4,945 466 5,411
------- ----- -------
Net earnings.................................... $10,192 596 $10,788
======= ===== =======
Earnings per share--basic....................... $ 0.59 3.65 $ 0.58
======= ===== =======
Earnings per share--diluted..................... $ 0.59 2.86 $ 0.56
======= ===== =======
Weighted average shares outstanding (basic)..... 17,182 163 18,873(1)
======= ===== =======
Weighted average shares outstanding (diluted)... 17,244 221 19,454(1)
======= ===== =======
</TABLE>
- --------
(1) Reflects merger of First Business Bancshares through exchange of stock.
Exchange ratio used: 10.3552 to one.

27
<PAGE>

GOLD BANC CORPORATION, INC. AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

September 30, 1998
(In thousands except per share data)

<TABLE>
<CAPTION>
First
Business
Gold Banc Bancshares Pro Forma
--------- ---------- ---------
<S> <C> <C> <C>
Interest income:
Loans, including fees....................... $44,309 6,365 $50,674
Investment securities....................... 8,287 382 8,669
Other....................................... 1,977 255 2,232
------- ----- -------
54,573 7,002 61,575
------- ----- -------
Interest expense:
Deposits.................................... 25,289 2,908 28,197
Borrowings and other........................ 3,271 230 3,501
------- ----- -------
28,560 3,138 31,698
------- ----- -------
Net interest income........................... 26,013 3,864 29,877
Provision for loan losses..................... 1,801 242 2,043
------- ----- -------
Net interest income after provisions for
loan losses................................ 24,212 3,622 27,834
------- ----- -------
Other income:
Service fees................................ 2,275 184 2,459
Investment trading fees and commissions..... 2,177 -- 2,177
Net gains on sale of mortgage loans......... 769 -- 769
Net securities gains........................ 92 -- 92
Unrealized gains (losses) on trading
securities................................. (367) -- (367)
Gain (loss) on sale of assets............... (10) -- (10)
Other income................................ 1,054 162 1,216
------- ----- -------
5,990 346 6,336
------- ----- -------
Other expense:
Salaries and employee benefits.............. 9,272 1,415 10,687
Net occupancy............................... 2,743 506 3,249
Outside services............................ 1,427 119 1,546
Data processing............................. 417 174 591
Advertising................................. 488 90 578
Goodwill amortization....................... 300 -- 300
Other expense............................... 3,544 470 4,014
------- ----- -------
18,191 2,774 20,965
------- ----- -------
Earnings before income taxes.................. 12,011 1,194 13,205
Income tax expense............................ 2,105 543 2,648
------- ----- -------
Net earnings.................................. $ 9,906 651 $10,557
======= ===== =======
Earnings per share-basic...................... $ 0.60 4.02 $ 0.59
======= ===== =======
Earnings per share-diluted.................... $ 0.60 2.99 $ 0.57
======= ===== =======
Pro forma net earnings and earnings per share
data (2):
Earnings before income taxes................ $12,011 1,194 $13,205
Pro forma income tax expense................ 3,887 543 4,430
------- ----- -------
Pro forma net earnings...................... $ 8,124 651 $ 8,775
======= ===== =======
Pro forma earnings per common share-basic..... $ 0.49 4.02 $ 0.48
======= ===== =======
Pro forma earnings per common share-diluted... $ 0.49 2.99 $ 0.47
======= ===== =======
Weighted average shares outstanding (basic)... 16,458 162 18,141(1)
======= ===== =======
Weighted average shares outstanding (diluted). 16,600 229 18,862(1)
======= ===== =======
</TABLE>
- --------
(1) Reflects merger of First Business Bancshares through exchange of stock.
Exchange ratio used: 10.3552 to one.
(2) Citizens Bank of Tulsa (Citizens) was acquired by Gold Banc in a pooling of
interests transaction 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.

28
<PAGE>

GOLD BANC CORPORATION, INC. AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

December 31, 1998
(In thousands except per share data)

<TABLE>
<CAPTION>
First
Gold Business
Banc Bancshares Pro Forma
------- ---------- ---------
<S> <C> <C> <C>
Interest income:
Loans, including fees........................ $61,017 8,738 $69,755
Investment securities........................ 11,110 530 11,640
Other........................................ 3,069 409 3,478
------- ----- -------
75,196 9,677 84,873
------- ----- -------
Interest expense:
Deposits..................................... 34,931 3,995 38,926
Borrowings and other......................... 4,657 309 4,966
------- ----- -------
39,588 4,304 43,892
------- ----- -------
Net interest income........................... 35,608 5,373 40,981
Provision for loan losses..................... 2,781 319 3,100
------- ----- -------
Net interest income after provisions for loan
losses...................................... 32,827 5,054 37,881
------- ----- -------
Other income:
Service fees................................. 3,275 298 3,573
Investment trading fees and commissions...... 3,265 -- 3,265
Net gains on sale of mortgage loans.......... 1,106 -- 1,106
Net securities gains......................... 94 -- 94
Unrealized gains (losses) on trading
securities.................................. (399) -- (399)
Gain (loss) on sale of assets................ (85) -- (85)
Other income................................. 1,522 63 1,585
------- ----- -------
8,778 361 9,139
------- ----- -------
Other expense:
Salaries and employee benefits............... 13,307 1,884 15,191
Net occupancy................................ 3,023 676 3,699
Outside services............................. 3,065 110 3,175
Data processing.............................. 1,115 229 1,344
Advertising.................................. 1,124 102 1,226
Goodwill amortization........................ 103 -- 103
Other expense................................ 6,342 657 6,999
------- ----- -------
28,079 3,658 31,737
------- ----- -------
Earnings before income taxes.................. 13,526 1,757 15,283
Income tax expense............................ 1,607 795 2,402
------- ----- -------
Net earnings.................................. $11,919 962 $12,881
======= ===== =======
Earnings per share-basic...................... $ 0.71 5.94 $ 0.71
======= ===== =======
Earnings per share-diluted.................... $ 0.71 4.41 $ 0.69
======= ===== =======
Pro forma net earnings and earnings per share
data (2):
Earnings before income taxes................. $13,526 1,757 $15,283
Pro forma income tax expense................. 4,404 795 5,199
======= ===== =======
Pro forma net earnings....................... $ 9,122 962 $10,084
======= ===== =======
Pro forma earnings per common share-basic..... $ 0.55 5.94 $ 0.55
======= ===== =======
Pro forma earnings per common share-diluted... $ 0.55 4.41 $ 0.53
======= ===== =======
Weighted average shares outstanding (basic)... 16,566 162 18,241(1)
======= ===== =======
Weighted average shares outstanding (diluted). 16,707 229 18,962(1)
======= ===== =======
</TABLE>
- --------
(1) Reflects merger of First Business Bancshares through exchange of stock.
Exchange ratio used: 10.3552 to one.
(2) Citizens Bank of Tulsa (Citizens) was acquired by Gold Banc in a pooling
of interests transaction 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.

29
<PAGE>

GOLD BANC CORPORATION, INC. AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS
December 31, 1997
(In thousands except per share data)

<TABLE>
<CAPTION>
First
Business
Gold Banc Bancshares Pro Forma
--------- ---------- ---------
<S> <C> <C> <C>
Interest income:
Loans, including fees....................... $44,977 7,018 $51,995
Investment securities....................... 8,767 427 9,194
Other....................................... 1,787 343 2,130
------- ----- -------
55,531 7,788 63,319
------- ----- -------
Interest expense:
Deposits.................................... 26,175 3,199 29,374
Borrowings and other........................ 1,800 202 2,002
------- ----- -------
27,975 3,401 31,376
------- ----- -------
Net interest income.......................... 27,556 4,387 31,943
Provision for loan losses.................... 2,130 274 2,404
------- ----- -------
Net interest income after provisions for
loan losses................................ 25,426 4,113 29,539
------- ----- -------
Other income:
Service fees................................ 2,446 274 2,720
Investment trading fees and commissions..... -- -- --
Net gains on sale of mortgage loans......... 679 -- 679
Net securities gains........................ 116 -- 116
Unrealized gains (losses) on trading
securities................................. 229 -- 229
Gain (loss) on sale of assets............... 203 -- 203
Other income................................ 1,080 58 1,138
------- ----- -------
4,753 332 5,085
------- ----- -------
Other expense:
Salaries and employee benefits.............. 8,884 1,783 10,667
Net occupancy............................... 2,145 522 2,667
Outside services............................ 1,340 126 1,466
Data processing............................. 677 145 822
Advertising................................. 728 169 897
Goodwill amortization....................... 95 -- 95
Other expense............................... 3,609 590 4,199
------- ----- -------
17,478 3,335 20,813
------- ----- -------
Earnings before income taxes................. 12,701 1,110 13,811
Income tax expense........................... 2,827 550 3,377
------- ----- -------
Net earnings................................. $ 9,874 560 $10,434
======= ===== =======
Earnings per share-basic..................... $ 0.64 3.48 $ 0.61
======= ===== =======
Earnings per share-diluted................... $ 0.64 2.70 $ 0.59
======= ===== =======
Pro forma net earnings and earnings per share
data (2):
Earnings before income taxes................ $12,701 1,110 $13,811
Pro forma income tax expense................ 4,406 550 4,956
------- ----- -------
Pro forma net earnings...................... $ 8,295 560 $ 8,855
======= ===== =======
Pro forma earnings per common share-basic.... $ 0.54 3.48 $ 0.52
======= ===== =======
Pro forma earnings per common share-diluted.. $ 0.53 2.70 $ 0.50
======= ===== =======
Weighted average shares outstanding (basic).. 15,482 161 17,147(1)
======= ===== =======
Weighted average shares outstanding
(diluted)................................... 15,522 225 17,749(1)
======= ===== =======
</TABLE>
- --------
(1) Reflects merger of First Business Bancshares through exchange of stock.
Exchange ratio used: 10.3552 to one.
(2) Citizens Bank of Tulsa (Citizens) was acquired by Gold Banc in a pooling
of interests transaction 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.

30
<PAGE>

GOLD BANC CORPORATION, INC. AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

December 31, 1996
(In thousands except per share data)

<TABLE>
<CAPTION>
First
Gold Business Pro
Banc Bancshares Forma
------- ---------- -------
<S> <C> <C> <C>
Interest income:
Loans, including fees........................... $34,674 6,430 $41,104
Investment securities........................... 8,777 386 9,163
Other........................................... 1,201 580 1,781
------- ----- -------
44,652 7,396 52,048
------- ----- -------
Interest expense:
Deposits........................................ 22,336 3,170 25,506
Borrowings and other............................ 1,946 166 2,112
------- ----- -------
24,282 3,336 27,618
------- ----- -------
Net interest income.............................. 20,370 4,060 24,430
Provision for loan losses........................ 1,262 41 1,303
------- ----- -------
Net interest income after provisions for loan
losses......................................... 19,108 4,019 23,127
------- ----- -------
Other income:
Service fees.................................... 1,982 290 2,391
Investment trading fees and commissions......... -- -- --
Net gains on sale of mortgage loans............. 1,128 -- 1,128
Net securities gains............................ -- -- --
Unrealized gains (losses) on trading securities. -- -- --
Gain (loss) on sale of assets................... 297 -- 297
Other income.................................... 772 88 860
------- ----- -------
4,179 378 4,676
------- ----- -------
Other expense:
Salaries and employee benefits.................. 8,301 1,605 9,906
Net occupancy................................... 1,571 500 2,071
Outside services................................ 1,000 247 1,247
Data processing................................. 633 104 737
Advertising..................................... 549 97 646
Goodwill amortization........................... 551 -- 551
Other expense................................... 3,442 647 4,208
------- ----- -------
16,047 3,200 19,366
------- ----- -------
Earnings before income taxes..................... 7,240 1,197 8,437
Income tax expense............................... 2,334 (261) 2,073
------- ----- -------
Net earnings before extraordinary item........... 4,906 1,458 6,364
Extraordinary item:
Loss on early extinguishment of debt (net of
applicable taxes of $201,000).................. -- -- --
------- ----- -------
Net earnings..................................... $ 4,906 1,458 $ 6,364
======= ===== =======
Earnings per share-basic, before extraordinary
item............................................ $ 0.45 9.11 $ 0.49
======= ===== =======
Extraordinary item, net.......................... $ -- -- $ --
======= ===== =======
Earnings per share-basic......................... $ 0.45 9.11 $ 0.49
======= ===== =======
Earnings per share-diluted, before extraordinary
item............................................ $ 0.45 6.77 $ 0.47
======= ===== =======
Extraordinary item, net.......................... $ -- -- $ --
======= ===== =======
Earnings per share-diluted....................... $ 0.45 6.77 $ 0.47
======= ===== =======
Weighted average shares outstanding (basic)...... 11,237 160 12,894(1)
======= ===== =======
Weighted average shares outstanding (diluted).... 11,237 222 13,439(1)
======= ===== =======
</TABLE>
- --------
(1) Reflects merger of First Business Bancshares through exchange of stock.
Exchange ratio used: 10.3552 to one.

31
<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 65.

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 was completed on
December 31, 1999 and has been accounted for as a purchase. Its results of
operations and financial position are immaterial to the combined group.

32
<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
and First
Business Union American CountryBanc Adjustments
ASSETS Bancshares Bankshares Bancshares (2) Dr (Cr) Pro Forma
------ ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Cash and due from banks. $ 40,122 14,528 17,357 12,567 (16,600)(3) $ 67,974
Federal funds sold and
interest-bearing
deposits............... 21,255 7,200 43 4,667 33,165
---------- ------- ------- ------- ----------
Total cash and cash
equivalents......... 61,377 21,728 17,400 17,234 101,139
---------- ------- ------- ------- ----------
Investment securities...
Held-to-maturity....... 25 34,045 8,317 (42,362)(4) 25
Available-for-sale..... 267,731 113,677 71,340 107,653 41,903)(4) 602,304
Trading securities..... 4,873 -- -- -- 4,873
---------- ------- ------- ------- ----------
Total investment
securities.......... 272,629 147,722 71,340 115,970 607,202
---------- ------- ------- ------- ----------
Mortgage and student
loans held for sale,
net.................... 50,506 -- 102,220 -- 152,726
Loans, net.............. 916,810 166,440 257,467 360,170 1,700,887
Premises and equipment,
net.................... 32,528 3,245 12,682 15,438 63,893
Goodwill, net........... 32,281 6,765 70 10,798 49,914
Accrued interest and
other assets........... 38,747 5,988 10,280 10,631 65,646
---------- ------- ------- ------- ----------
Total assets......... $1,404,878 351,888 471,459 530,241 $2,741,407
========== ======= ======= ======= ==========
<CAPTION>
LIABILITIES AND
STOCKHOLDERS' EQUITY
--------------------
<S> <C> <C> <C> <C> <C> <C>
Liabilities:
Deposits............... $1,072,298 292,159 352,138 455,532 $2,172,127
Securities sold under
agreements to
repurchase............ 65,814 -- 29,195 -- 95,009
Federal funds
purchased and other
short-term
borrowings............ 22,725 28,600 17,150 3,603 72,078
Guaranteed preferred
beneficial interests
in Company's
debentures............ 66,300 10,304 16,249 -- 92,853
Long-term debt......... 65,878 -- 26,000 15,090 106,968
Accrued interest and
other liabilities..... 10,846 1,314 3,734 5,985 3,875 (3)(4) 18,004
---------- ------- ------- ------- ----------
Total liabilities.... 1,303,861 332,377 444,466 480,210 2,557,039
---------- ------- ------- ------- ----------
Minority interests...... -- -- -- -- --
Stockholders' equity:
Preferred stock, no
par value; 50,000,000
shares authorized; no
shares issued at
September 30, 1999.... -- -- -- 5 5 (1) --
Common stock, $1 par
value; 50,000,000
shares authorized;
19,890,234 shares
issued and
outstanding at
September 30, 1999
(40,726,282 pro
forma)................ 19,891 2 5,913 16 (14,905)(1) 40,727
Additional paid-in
capital............... 37,135 9,672 15,716 29,241 14,901 (1) 76,863
Retained earnings...... 46,592 11,114 7,819 21,695 12,900 (3) 74,320
Accumulated
comprehensive income
(loss), net........... (2,403) (1,277) (2,455) (926) 284 (4) (7,345)
Unearned compensation
or treasury stock..... (197) -- -- -- (197)
---------- ------- ------- ------- ----------
Total stockholders'
equity.............. 101,017 19,511 26,993 50,031 184,368
---------- ------- ------- ------- ----------
Total liabilities and
stockholders'
equity.............. $1,404,878 351,888 471,459 530,241 $2,741,407
========== ======= ======= ======= ==========
</TABLE>
- -------
See footnotes to pro forma data on page 40.

33
<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)

<CAPTION>
LIABILITIES AND
STOCKHOLDERS' EQUITY
--------------------
<S> <C> <C> <C> <C> <C> <C>
Liabilities:
Deposits............... $1,024,456 271,650 344,845 455,257 $2,096,208
Securities sold under
agreements to
repurchase............ 10,773 -- 29,592 -- 40,365
Federal funds
purchased and other
short-term
borrowings............ 7,568 5,000 8,900 7,533 29,001
Guaranteed preferred
beneficial interests
in Company's
debentures............ 28,750 10,304 16,249 -- 55,303
Long-term debt......... 51,613 5,000 26,000 18,900 101,513
Accrued interest and
other liabilities..... 8,805 2,279 2,151 5,777 (384)(4) 19,396
---------- ------- ------- ------- ----------
Total liabilities.... 1,131,965 294,233 427,737 487,467 2,341,786
---------- ------- ------- ------- ----------
Minority interests...... -- -- -- -- --
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;
19,703,461 shares
issued and
outstanding
(40,462,296 pro
forma)................ 19,704 2 5,870 16 (14,871)(1) 40,463
Additional paid-in
capital............... 37,044 9,639 15,551 29,226 14,866 (1) 76,594
Retained earnings...... 38,344 10,060 6,149 16,803 71,356
Accumulated
comprehensive income
(loss), net........... 400 643 (143) 354 (576)(4) 1,830
Unearned compensation.. (197) -- -- -- (197)
---------- ------- ------- ------- ----------
Total stockholders'
equity.............. 95,295 20,344 27,427 46,404 190,046
---------- ------- ------- ------- ----------
Total liabilities and
stockholders'
equity.............. $1,227,260 314,577 455,164 533,871 $2,531,832
========== ======= ======= ======= ==========
</TABLE>
- --------
See footnotes to pro forma data on page 40.

34
<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 except per share data)

<TABLE>
<CAPTION>
Gold Banc and
First
Business Union American CountryBanc Pro
Bancshares Bankshares Bancshares (2) Forma
------------- ---------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees. $59,909 11,033 22,272 26,451 $119,665
Investment securities. 10,821 6,221 3,681 4,913 25,636
Other................. 2,341 334 47 682 3,404
------- ------ ------ ------ --------
73,071 17,588 26,000 32,046 148,705
------- ------ ------ ------ --------
Interest expense:
Deposits.............. 31,689 5,284 9,751 12,737 59,461
Borrowings and other.. 6,821 1,595 3,580 1,102 13,098
------- ------ ------ ------ --------
38,510 6,879 13,331 13,839 72,559
------- ------ ------ ------ --------
Net interest income..... 34,561 10,709 12,669 18,207 76,146
Provision for loan
losses................. 1,728 102 1,203 800 3,833
------- ------ ------ ------ --------
Net interest income
after provisions for
loan losses.......... 32,833 10,607 11,466 17,407 72,313
------- ------ ------ ------ --------
Other income:
Service fees.......... 3,350 491 2,102 2,408 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.. 170 266 28 71 535
Unrealized gains
(losses) on trading
securities........... (22) -- -- -- (22)
Gain (loss) on sale of
assets............... 23 -- 206 (8) 221
Other income.......... 5,171 531 1,447 805 7,954
------- ------ ------ ------ --------
12,807 1,288 4,608 3,276 21,979
------- ------ ------ ------ --------
Other expense:
Salaries and employee
benefits............. 15,428 5,387 6,124 7,252 34,191
Net occupancy expense. 4,665 873 1,916 1,963 9,417
Outside services...... 1,652 613 574 522 3,361
Data processing....... 1,445 566 674 379 3,064
Advertising........... 734 271 206 302 1,513
Goodwill amortization. 721 404 4 643 1,772
Other expense......... 4,796 2,213 3,945 1,756 12,710
------- ------ ------ ------ --------
29,441 10,327 13,443 12,817 66,028
------- ------ ------ ------ --------
Earnings before income
taxes.................. 16,199 1,568 2,631 7,866 28,264
Income tax expense...... 5,411 514 961 2,978 9,864
------- ------ ------ ------ --------
Net earnings............ $10,788 1,054 1,670 4,888 $ 18,400
======= ====== ====== ====== ========
Earnings per share--
basic.................. $ 0.58 0.45 0.33 3.15 $ 0.47
======= ====== ====== ====== ========
Earnings per share--
diluted................ $ 0.56 0.40 0.33 2.84 $ 0.45
======= ====== ====== ====== ========
Weighted average shares
outstanding (basic).... 18,873 2,349 5,024 1,550 38,849
======= ====== ====== ====== ========
Weighted average shares
outstanding (diluted).. 19,454 2,634 5,031 1,724 41,055
======= ====== ====== ====== ========
</TABLE>
- --------
See footnotes to pro forma data on page 40.

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 STATEMENTS OF EARNINGS

September 30, 1998
(In thousands except per share data)

<TABLE>
<CAPTION>
Gold Banc and
First Business Union American CountryBanc
Bancshares Bankshares Bancshares (2) Pro Forma
-------------- ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees.. $50,674 9,385 19,136 24,771 $103,966
Investment securities.. 8,669 3,207 3,488 5,332 20,696
Other.................. 2,232 487 200 1,082 4,001
------- ------ ------ ------ --------
61,575 13,079 22,824 31,185 128,663
------- ------ ------ ------ --------
Interest expense:
Deposits............... 28,197 3,932 9,823 13,214 55,166
Borrowings and other... 3,501 584 1,962 902 6,949
------- ------ ------ ------ --------
31,698 4,516 11,785 14,116 62,115
------- ------ ------ ------ --------
Net interest income..... 29,877 8,563 11,039 17,069 66,548
Provision for loan
losses................. 2,043 243 429 784 3,499
------- ------ ------ ------ --------
Net interest income
after provisions for
loan losses........... 27,834 8,320 10,610 16,285 63,049
------- ------ ------ ------ --------
Other income:
Service fees........... 2,459 292 1,352 1,789 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... 92 25 186 -- 320
Unrealized gains
(losses) on trading
securities............ (367) -- -- -- (367)
Gain (loss) on sale of
assets................ (10) -- 87 (2) 75
Other income........... 1,216 398 1,092 668 3,374
------- ------ ------ ------ --------
6,336 715 3,753 2,472 13,276
------- ------ ------ ------ --------
Other expense:
Salaries and employee
benefits.............. 10,687 4,009 5,131 6,449 26,276
Net occupancy.......... 3,249 663 1,376 1,599 6,887
Outside services....... 1,546 511 1,055 516 3,628
Data processing........ 591 248 707 264 1,810
Advertising............ 578 254 224 284 1,340
Goodwill amortization.. 300 170 4 500 974
Other expense.......... 4,014 1,692 3,969 1,895 11,570
------- ------ ------ ------ --------
20,965 7,547 12,466 11,507 52,485
------- ------ ------ ------ --------
Earnings before income
taxes.................. 13,205 1,488 1,897 7,250 23,840
Income tax expense...... 2,648 240 664 2,625 6,177
------- ------ ------ ------ --------
Net earnings............ $10,557 1,248 1,233 4,625 $ 17,663
======= ====== ====== ====== ========
Earnings per share--
basic.................. $ 0.59 0.53 0.25 3.06 $ 0.47
======= ====== ====== ====== ========
Earnings per share--
diluted................ $ 0.57 0.47 0.25 2.74 $ 0.44
======= ====== ====== ====== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes................. $13,205 1,488 1,897 7,250 $ 23,840
Pro forma income tax
expense............... 4,430 240 664 2,625 7,959
------- ------ ------ ------ --------
Pro forma net earnings. $ 8,775 1,248 1,233 4,625 $ 15,881
======= ====== ====== ====== ========
Pro forma earnings per
common share--basic.... $ 0.48 0.53 0.25 3.06 $ 0.42
======= ====== ====== ====== ========
Pro forma earnings per
common share--diluted.. $ 0.47 0.47 0.25 2.74 $ 0.40
======= ====== ====== ====== ========
Weighted average shares
outstanding (basic).... 18,141 2,338 4,995 1,512 37,864
======= ====== ====== ====== ========
Weighted average shares
outstanding (diluted).. 18,862 2,631 5,022 1,685 40,054
======= ====== ====== ====== ========
</TABLE>
- --------
See footnotes to pro forma data on page 40.

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 STATEMENTS OF EARNINGS

December 31, 1998
(In thousands except per share data)

<TABLE>
<CAPTION>
Gold Banc
and First
Business Union American CountryBanc Pro
Bancshares Bankshares Bancshares (2) Forma
---------- ---------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees.. $ 69,755 12,585 26,250 32,861 $141,451
Investment securities.. 11,640 4,536 4,670 7,047 27,893
Other.................. 3,478 796 265 1,554 6,093
-------- ------ ------ ------ --------
84,873 17,917 31,185 41,462 175,437
-------- ------ ------ ------ --------
Interest expense:
Deposits............... 38,926 5,519 13,142 17,487 75,074
Borrowings and other... 4,966 801 3,030 1,169 9,966
-------- ------ ------ ------ --------
43,892 6,320 16,172 18,656 85,040
-------- ------ ------ ------ --------
Net interest income..... 40,981 11,597 15,013 22,806 90,397
Provision for loan
losses................. 3,100 278 1,180 836 5,394
-------- ------ ------ ------ --------
Net interest income
after provisions for
loan losses........... 37,881 11,319 13,833 21,970 85,003
-------- ------ ------ ------ --------
Other income:
Service fees........... 3,573 405 1,878 2,420 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... 94 43 410 17 564
Unrealized gains
(losses) on trading
securities............ (399) -- -- -- (399)
Gain (loss) on sale of
assets................ (85) -- -- -- (85)
Other income........... 1,585 514 1,636 910 4,645
-------- ------ ------ ------ --------
9,139 962 5,245 3,347 18,693
-------- ------ ------ ------ --------
Other expense:
Salaries and employee
benefits.............. 15,191 5,311 7,015 8,797 36,314
Net occupancy.......... 3,699 884 1,953 1,919 8,455
Outside services....... 3,175 796 634 655 5,260
Data processing........ 1,344 400 946 381 3,071
Advertising............ 1,226 332 487 392 2,437
Goodwill amortization.. 103 232 5 684 1,024
Other expense.......... 6,999 2,312 5,534 2,817 17,662
-------- ------ ------ ------ --------
31,737 10,267 16,574 15,645 74,223
-------- ------ ------ ------ --------
Earnings before income
taxes.................. 15,283 2,014 2,504 9,672 29,473
Income tax expense...... 2,402 377 877 3,514 7,170
-------- ------ ------ ------ --------
Net earnings............ $ 12,881 1,637 1,627 6,158 $ 22,303
======== ====== ====== ====== ========
Earnings per share--
basic.................. $ 0.71 0.70 0.33 4.05 $ 0.59
======== ====== ====== ====== ========
Earnings per share--
diluted................ $ 0.69 0.62 0.32 3.63 $ 0.55
======== ====== ====== ====== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes................ $ 15,283 2,014 2,504 9,672 $ 29,473
Pro forma income tax
expense.............. 5,199 377 877 3,514 9,967
-------- ------ ------ ------ --------
Pro forma net
earnings............. $ 10,084 1,637 1,627 6,158 $ 19,506
======== ====== ====== ====== ========
Pro forma earnings per
common share--basic.... $ 0.55 0.70 0.33 4.05 $ 0.51
======== ====== ====== ====== ========
Pro forma earnings per
common share--diluted.. $ 0.53 0.62 0.32 3.63 $ 0.48
======== ====== ====== ====== ========
Weighted average shares
outstanding (basic).... 18,241 2,339 4,995 1,521 38,013
======== ====== ====== ====== ========
Weighted average shares
outstanding (diluted).. 18,962 2,623 5,019 1,695 40,259
======== ====== ====== ====== ========
</TABLE>
- -------
See footnotes to pro forma data on page 40.

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

December 31, 1997
(In thousands except per share data)

<TABLE>
<CAPTION>
Gold Banc
and First
Business Union American CountryBanc Pro
Bancshares Bankshares Bancshares (2) Forma
---------- ---------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees... $ 51,995 11,448 20,101 29,552 $113,096
Investment securities... 9,194 4,286 3,996 6,373 23,849
Other................... 2,130 226 534 843 3,733
-------- ------ ------ ------ --------
63,319 15,960 24,631 36,768 140,678
-------- ------ ------ ------ --------
Interest expense:
Deposits................ 29,374 4,121 11,905 15,319 60,719
Borrowings and other.... 2,002 997 1,012 1,018 5,029
-------- ------ ------ ------ --------
31,376 5,118 12,917 16,337 65,748
-------- ------ ------ ------ --------
Net interest income...... 31,943 10,842 11,714 20,431 74,930
Provision for loan
losses.................. 2,404 360 921 1,596 5,281
-------- ------ ------ ------ --------
Net interest income
after provisions for
loan losses............ 29,539 10,482 10,793 18,835 69,649
-------- ------ ------ ------ --------
Other income:
Service fees............ 2,720 371 1,812 2,534 7,437
Investment trading fees
and commissions........ -- -- -- -- --
Net gains on sale of
mortgage loans......... 679 -- 870 -- 1,549
Net securities gains.... 116 101 140 -- 357
Unrealized gains
(losses) on trading
securities............. 229 -- -- -- 229
Gain (loss) on sale of
assets................. 203 -- -- -- 203
Other income............ 1,138 486 1,334 887 3,845
-------- ------ ------ ------ --------
5,085 958 4,156 3,421 13,620
-------- ------ ------ ------ --------
Other expense:
Salaries and employee
benefits............... 10,667 4,477 5,181 7,669 27,994
Net occupancy........... 2,667 732 1,627 1,492 6,518
Outside services........ 1,466 666 534 656 3,322
Data processing......... 822 328 917 316 2,383
Advertising............. 897 232 307 346 1,782
Goodwill amortization... 95 226 4 478 803
Other expense........... 4,199 1,792 3,342 2,890 12,223
-------- ------ ------ ------ --------
20,813 8,453 11,912 13,847 55,025
-------- ------ ------ ------ --------
Earnings before income
taxes................... 13,811 2,987 3,037 8,409 28,244
Income tax expense....... 3,377 851 1,117 3,244 8,589
-------- ------ ------ ------ --------
Net earnings............. $ 10,434 2,136 1,920 5,165 $ 19,655
======== ====== ====== ====== ========
Earnings per share-basic. $ 0.61 0.92 0.38 3.53 $ 0.54
======== ====== ====== ====== ========
Earnings per share-
diluted................. $ 0.59 0.84 0.38 3.16 $ 0.51
======== ====== ====== ====== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes.................. $ 13,811 2,987 3,037 8,409 $ 28,244
Pro forma income tax
expense................ 4,956 851 1,117 3,244 10,168
-------- ------ ------ ------ --------
Pro forma net earnings.. $ 8,855 2,136 1,920 5,165 $ 18,076
======== ====== ====== ====== ========
Pro forma earnings per
common share-basic...... $ 0.52 0.92 0.38 3.53 $ 0.49
======== ====== ====== ====== ========
Pro forma earnings per
common share-diluted.... $ 0.50 0.84 0.38 3.16 $ 0.47
======== ====== ====== ====== ========
Weighted average shares
outstanding (basic)..... 17,147 2,317 4,988 1,463 36,587
======== ====== ====== ====== ========
Weighted average shares
outstanding (diluted)... 17,749 2,535 5,019 1,637 38,626
======== ====== ====== ====== ========
</TABLE>
- --------
See footnotes to pro forma data on page 40.

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

December 31, 1996
(In thousands except per share data)

<TABLE>
<CAPTION>
Gold Banc
and First (90 Days)
Business Union American CountryBanc Pro
Bancshares Bankshares Bancshares (2) Forma
---------- ---------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees... $41,104 9,404 16,150 7,140 $73,798
Investment securities... 9,163 3,945 2,945 1,382 17,435
Other................... 1,781 177 336 346 2,640
------- ------ ------ ----- -------
52,048 13,526 19,431 8,868 93,873
------- ------ ------ ----- -------
Interest expense:
Deposits................ 25,506 3,736 9,475 3,851 42,568
Borrowings and other.... 2,112 476 490 209 3,287
------- ------ ------ ----- -------
27,618 4,212 9,965 4,060 45,855
------- ------ ------ ----- -------
Net interest income...... 24,430 9,314 9,466 4,808 48,018
Provision for loan
losses.................. 1,303 285 515 1,196 3,299
------- ------ ------ ----- -------
Net interest income
after provisions for
loan losses............ 23,127 9,029 8,951 3,612 44,719
------- ------ ------ ----- -------
Other income:
Service fees............ 2,391 368 1,192 825 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............ 860 507 335 227 1,929
------- ------ ------ ----- -------
4,676 1,037 2,148 1,052 8,913
------- ------ ------ ----- -------
Other expense:
Salaries and employee
benefits............... 9,906 3,994 4,361 1,904 20,165
Net occupancy........... 2,071 701 1,184 480 4,436
Outside services........ 1,247 469 244 736 2,696
Data processing......... 737 339 925 67 2,068
Advertising............. 646 155 351 49 1,201
Goodwill amortization... 551 226 -- 125 902
Other expense........... 4,208 1,732 2,791 785 9,516
------- ------ ------ ----- -------
19,366 7,616 9,856 4,146 40,984
------- ------ ------ ----- -------
Earnings before income
taxes................... 8,437 2,450 1,243 518 12,648
Income tax expense
(benefit)............... 2,073 540 461 205 3,279
------- ------ ------ ----- -------
Net earnings before
extraordinary item...... $ 6,364 1,910 782 313 $ 9,369
Extraordinary item:
Loss on early
extinguishment of debt
(net of applicable
taxes of $201,000)..... -- 337 -- -- 337
------- ------ ------ ----- -------
Net earnings............. $ 6,364 1,573 782 313 $ 9,032
======= ====== ====== ===== =======
Earnings per share--
basic, before
extraordinary item...... $ 0.49 0.83 0.17 0.87 $ 0.35
======= ====== ====== ===== =======
Extraordinary item, net.. $ -- (0.15) -- -- $ (0.01)
======= ====== ====== ===== =======
Earnings per share--
basic................... $ 0.49 0.68 0.17 0.87 $ 0.34
======= ====== ====== ===== =======
Earnings per share--
diluted, before
extraordinary item...... $ 0.47 0.79 0.17 0.78 $ 0.34
======= ====== ====== ===== =======
Extraordinary item, net.. $ -- (0.14) -- -- $ (0.01)
======= ====== ====== ===== =======
Earnings per share--
diluted................. $ 0.47 0.65 0.17 0.78 $ 0.33
======= ====== ====== ===== =======
Weighted average shares
outstanding (basic)..... 12,894 2,299 4,638 369 26,421
======= ====== ====== ===== =======
Weighted average shares
outstanding (diluted)... 13,439 2,415 4,692 413 27,670
======= ====== ====== ===== =======
</TABLE>
- -------
See footnotes to pro forma data on page 40.

39
<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 Union
Bankshares through exchange of stock using Gold Banc's average market closing
price as follows:

(a) American Bancshares exchange ratio of 1.6527 Gold Banc shares to 1.0
American shares at a Gold Banc share price of $11.00 per share.

(b) Union Bankshares exchange ratio of 1.7731 Gold Banc shares to 1.0
Union Bankshares shares at a Gold Banc share price of $11.00 per share.

Entry includes exchange of 4.844 shares of Gold Banc stock for 1 share of
CountryBanc.

(2) CountryBanc amounts have been restated on a pro forma basis to include
its acquisition on January 7, 2000 of American Heritage Bancorp which was
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.

(3) Gold Banc, American Bancshares, CountryBanc and Union Bankshares
estimate they will incur direct transaction costs of approximately $16.6
million associated with the mergers. 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.

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

40
<PAGE>

INFORMATION REGARDING FIRST BUSINESS BANCSHARES

Business

First Business Bancshares is a single bank holding company organized under
Missouri law. It owns approximately 86% of the outstanding stock of First
Business Bank of Kansas City, a nationally chartered banking association. The
remaining outstanding stock of First Business Bank of Kansas City is owned by
local investors.

In 1988, a group of community-minded Kansas City entrepreneurs founded First
Business Bank of Kansas City as a full-service financial institution
specializing in the needs of small to medium-sized business and professional
practices. The bank was established in response to the consolidation in the
financial services industry which began in the mid-1980s. The original
capitalization of the bank was $7 million.

The primary goal of the bank's founders was to create a commercial bank that
focused on the needs of small to mid-sized businesses which were independent
and locally controlled. Simply stated, the bank would provide the small and
medium sized business with the same services that large corporations received
from large banks. The bank's mission statement states that the bank's mission
is to offer: (1) the benefit of services and counsel to help create personal
and professional financial success; (2) products and services that are tailored
to meet the customer's specific needs and are delivered in a personal and
caring manner; (3) a banking relationship with highly-trained and service-
oriented banking professionals; and (4) the pledge of employees to fulfill the
bank's mission in ways that create opportunities and success for our customers,
shareholders, community and each other.

First Business Bank of Kansas City offers a full array of sophisticated
corporate banking services including loans and cash management systems. It also
offers a wide range of convenient personal banking services such as checking
accounts, ATM cards and home equity loans. Summit Financial Division, a
business unit within the bank, specializes in business leasing and equipment
lending.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FIRST BUSINESS BANCSHARES OF
KANSAS CITY, INC.

The following discussion of financial condition and results of operations
should be read in conjunction with the consolidated financial statements of
First Business Bancshares, which is a single bank holding company which owns
approximately 86% of First Business Bank of Kansas City.

RESULTS OF OPERATIONS

Comparison of Operating Results for the Nine Months Ended September 30, 1999
and 1998

General

First Business Bancshares consolidated net earnings totaled $596,000 for the
nine months ended September 30, 1999 compared to $651,000 for the same period
in 1998. The primary reason for slightly lower earnings in 1999 is an increase
in the provision for loan losses. Pre-tax earnings prior to provisions for loan
losses and income taxes were $1,606,000 as of September 30, 1999 and $1,559,000
for the same period in 1998.

Net Interest Margin

Total interest income was $7,856,000 for the nine months ended September 30,
1999 compared to $7,002,000 for the same period in 1998. Interest income on
loans increased $927,000, or 14.6%, primarily due to a $2,679,000 increase in
the average balance of loans outstanding during the period ended September 30,
1999 compared to the same period ended September 30, 1998.

Total interest expense increased $353,000, or 11.2%, for the nine months
ended September 30, 1999 compared to the same period in 1998. The increase in
interest is primarily attributed to an increase in interest bearing deposits
for 1999 compared to the same period in 1998.

41
<PAGE>

As a result of the changes described above, the net interest margin
increased $501,000, or 13.0%, for the nine months ended September 30, 1999
compared to the same period in 1998.

Provision for Loan Losses

The provision for loan losses was $427,000 for the nine month period ended
September 30, 1999 compared to $242,000 for the same period in 1998. The
increase in reserves was a result of a 22.6% increase in outstanding loan
balances for the period and additional loan loss provisions which management
and the board of directors believe were appropriate.

Other Income

Other income decreased by $27,000, or (7.8%) for the nine months ended
September 30, 1999 compared to the same period in 1998. During the nine month
period ended September 30, 1998, a one-time fee was realized which was
approximately equal to the decrease in other income experienced in 1999.

Other Expense

Other expense increased by $427,000, or 16.1% for the nine months ending
September 30, 1999 compared to the same period in 1998. Most of this increase
was due to additional salary and benefits expense.

Income Tax Expense

First Business Bancshares recognized $466,000 and $543,000 in income tax
expense for the nine months ended September 30, 1999 and 1998 respectively.

Comparison of Operating Results for the Years Ended December 31, 1998 and 1997

General

First Business Bancshares consolidated net earnings totaled $962,000 for the
year ended December 31, 1998 compared to $560,000 for the same period in 1997.
Earnings before taxes were $1,928,000 for the year ended December 31, 1998
compared to $1,243,000 for the same period in 1997. Substantial growth in
earning assets combined with effective cost management accounted for the
increase in earnings.

Net Interest Margin

Total interest income was $9,677,000 for the year ended December 31, 1998;
for this same time period in 1997, total interest income was $7,788,000.
Interest income derived from the loan portfolio increased $1,889,000, or 24.3%,
primarily due to a $18,179,000 increase in the average balance of loans
outstanding during the period ended December 31, 1998 compared to the same
period ended December 31, 1997. Interest earned from federal funds increased
$70,000, or 21.3% for the year ending December 31, 1998 compared to the same
period in 1997. This increase is attributable to higher average balances
outstanding during 1998 compared to the previous year.

Total interest expense increased $903,000, or 26.5%, in 1998 compared to
1997. Interest expense on time deposits increased $739,000 in 1998 compared to
1997 primarily as a result of an increase in the average balance of time
deposits of $11,751,000, which represents a 47.7% increase over the previous
year. The average balance of savings deposits and interest-bearing checking
accounts also increased to $35,442,000 in 1998 from $32,671,000 for 1997,
contributing to the remaining increase in interest expense.

As a result of the changes described above, the net interest margin
increased $986,000, or 22.5%, for the year ended December 31, 1998 compared to
the same period in 1997.

42
<PAGE>

Provision for Loan Losses

The provision for loan losses for the year ended December 31, 1998 was
$319,000 compared to $274,000 for the same period in 1997. The increase was a
result of substantial growth in loan balances outstanding and additional loan
loss provisions believed by management and the board of directors to be
appropriate.

Other Income

Other income increased by $30,000, or 9.0% for the year ended December 31,
1998 compared to the same period in 1997. The increase was primarily the result
of an emphasis on increasing fee income for services rendered.

Other Expense

Other expense increased by $285,000, or 8.9% for the year ended December 31,
1998 compared to the same period in 1997. The increase was due in large part to
an increase in salaries and benefits of $101,000 and an increase in occupancy
expense of $154,000. Premises were remodeled and improved during 1998 and the
bank's lease was renewed at a higher rent rate.

Income Tax Expense

First Business Bancshares recognized $794,000 and $550,000 in income tax
expense for the years ended December 31, 1998 and 1997, respectively.

Comparison of Operating Results for the Years Ended December 31, 1997 and 1996

General

First Business Bancshares' consolidated net earnings totaled $560,000 for
the year ended December 31, 1997 and $1,458,000, for the same period in 1996.
The primary reason for higher earnings in 1996 was a net operating loss carry
forward in 1996 that reduced the income tax provision by $811,000.

Net Interest Margin

Total interest income was $7,788,000 for the year ended December 31, 1997
compared to $7,396,000 for the same period in 1996. Interest income on loans
increased $588,000, or 9.1%, primarily due to a $7,856,000 increase in the
average balance of loans outstanding during the period ended December 31, 1997
compared to the same period ended December 31, 1996.

Total interest expense increased $65,000, or 1.9%, in 1997 compared to 1996.
This slight increase is primarily attributed to an increase in interest-bearing
deposits for 1997 compared to the same period in 1996.

As a result of the changes described above, the net interest margin
increased $327,000 or 8.1%, for the year ended December 31, 1997 compared to
the same period in 1996.

Provision for Loan Losses

The provision for loan losses was $274,000 for the year ended December 31,
1997 compared to $41,000 for the same period in 1996. Recoveries of loans
previously charged-off helped to minimize the need for additional provisions
charged to expense in 1996.

Other Income

Other income decreased to $331,000 in 1997 from $378,000 in 1996. The
decrease is primarily attributable to a decrease in exception item handling
fees in 1997 compared to 1996.

43
<PAGE>

Other Expense

Other expense increased to $3,201,000, in 1997 from $2,988,000 in 1996. This
increase is primarily attributable to an increase in salary and employee
benefits.

Income Tax Expense

First Business Bancshares recognized $550,000 in income tax expense for the
year ended December 31, 1997 and a $261,000 income tax credit for the year
ended December 31, 1996. First Business Bancshares' net operating loss
carryforward and its resulting income tax benefit was nearly entirely offset by
positive retained earnings in 1996.

Comparative Average Balances and Yields

The following table sets forth First Business Bancshares average balances of
assets, liabilities and stockholders' equity and the amount of interest income
earned and interest expense incurred. In addition, the average yield for each
category of interest earned and paid is reported in the table. Average balances
are computed on a daily basis.

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------------------------
1998 1997 1996
------------------------- ------------------------ ------------------------
Average Average Average Average Average Average
Balance Interest Yields Balance Interest Yields Balance Interest Yields
-------- -------- ------- ------- -------- ------- ------- -------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Loans, net (1) (2)...... $ 85,086 $8,738 10.27% $66,907 $7,018 10.49% $59,051 $6,430 10.89%
Investment securities--
taxable................ 8,239 530 6.43% 7,067 427 6.04% 6,915 386 5.58%
Investment securities--
nontaxable............. -- -- -- -- -- --
Other earning assets.... 7,717 409 5.30% 6,275 343 5.47% 11,186 580 5.19%
-------- ------ ------- ------ ------- ------
Total earning assets.... 101,042 9,677 9.58% 80,249 7,778 9.70% 77,152 7,396 9.59%
------ ----- ------ ----- ------ -----
Noninterest-earning
assets................. 5,209 4,647 5,989
-------- ------- -------
Total assets............ $106,251 $84,895 $83,141
======== ======= =======
Liabilities and
Stockholders' Equity
Savings deposits and
interest-bearing
checking............... $ 35,442 $1,802 5.08% $32,671 $1,743 5.34% $32,539 $1,748 5.37%
Time deposits........... 36,388 2,194 6.01% 24,637 1,455 5.95% 24,157 1,422 5.89%
Short-term borrowings... 3,582 153 4.27% 1,062 46 4.33% 405 17 4.20%
Long-term borrowings.... 1,744 155 8.89% 1,567 157 10.02% 1,502 149 9.92%
-------- ------ ----- ------- ------ ----- ------- ------ -----
Total interest-bearing
liabilities............ 77,156 4,304 5.57% 59,937 3,401 5.69% 58,603 3,336 5.69%
------ ----- ------ ----- ------ -----
Non-interest-bearing
liabilities............ 21,689 18,375 19,073
Minority interest....... 1,321 1,269 899
Stockholders' equity.... 6,085 5,314 4,566
-------- ------- -------
Total liabilities and
stockholders' equity... $106,251 $84,895 $83,141
======== ======= =======
Net interest income..... $5,373 $4,387 $4,060
====== ====== ======
Net interest spread..... 4.00% 4.03% 3.89%
===== ===== =====
Net interest margin (3). 5.32% 5.47% 5.26%
===== ===== =====
</TABLE>
- --------
(1) Non-accruing loans are included in the computation of average balances.
(2) First Business Bancshares includes loan fees in interest income. Such fees
totaled $178,000, $139,000, and $140,000 in 1998, 1997, and 1996,
respectively.
(3) The net yield on average earning assets is the net interest income divided
by the average balance of interest-earning assets.

44
<PAGE>

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

<TABLE>
<CAPTION>
Year Ended December Year Ended December
31, 31,
1998 compared to 1997 compared to
1997 1996
--------------------- ----------------------
Total Total
Volume Rate Changes Volume Rate Changes
------ ----- ------- ------ ----- -------
(Dollars in (Dollars in
thousands) thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Loans (1)......................... $1,907 $(187) $1,720 $ 855 $(267) $ 588
Investment securities-taxable..... 71 32 103 8 33 41
Other earning assets.............. 79 (13) 66 (255) 18 (237)
------ ----- ------ ----- ----- -----
Total interest income........... $2,057 $(168) $1,889 $ 609 $(217) $ 392
Interest Expense
Savings deposits and interest
Bearing checking................. $ 148 $ (89) $ 59 $ 7 $ (12) $ (5)
Time deposits..................... 694 45 739 28 5 33
Short-term borrowings............. 109 (2) 107 28 1 29
Long-term borrowings.............. 18 (20) (2) 6 2 8
------ ----- ------ ----- ----- -----
Total interest expense.......... $ 969 $ (66) $ 903 $ 69 $ 4 $ 65
====== ===== ====== ===== ===== =====
Increase (decrease) in net interest
income............................ $1,088 $(102) $ 986 $ 540 $(213) $ 327
====== ===== ====== ===== ===== =====
</TABLE>
- --------
(1) Loan fees are included in interest income. Such fees totaled $178,000,
$139,000 and $140,000 in 1998, 1997, and 1996, respectively.

FINANCIAL CONDITION

Following are key financial and operating ratios for First Business
Bancshares for all periods reported:

<TABLE>
<CAPTION>
Nine Months
Ended Year Ended
--------------- --------------------------
9/30/99 9/30/98 12/31/98 12/31/97 12/31/96
------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Return on average assets...... 0.67% 0.85% 0.91% 0.66% 1.75%
Return on average equity...... 11.96% 14.40% 15.80% 10.53% 31.93%
Average equity to average
assets....................... 5.62% 5.89% 5.73% 6.26% 5.49%
Dividend payout ratio......... 0 0 0 0 0
</TABLE>

Liquidity and Capital Resources

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

Cash and cash equivalents include cash, due from banks, and federal funds
sold. The primary sources of First Business Bancshares' liquidity are cash and
cash equivalents. Management believes that its asset/liability management
process provides for adequate reaction time to respond to trends in the market
place as they occur thereby minimizing the negative impact of such trends on
the net interest margin.

As of September 30, 1999 and December 31, 1998, First Business Bancshares
reported cash and cash equivalents of approximately $2.0 million and $6.4
million, respectively. The subsidiary bank, First Business Bank of Kansas
City, has lines of credit with two correspondent banks totaling $17 million
($4 million of which is secured) and $13 million of which is unsecured. In the
opinion of First Business Bancshares' management, the cash and cash equivalent
assets combined with access to substantial lines of credit provide the
subsidiary bank with liquidity at adequate levels to handle unforeseen deposit
outflows and the demands of a growing loan portfolio.

45
<PAGE>

First Business Bancshares' cash and cash equivalent assets increased
approximately $1.8 million for the year ended December 31, 1998 compared to
1997. Net cash provided by operating activities totaled $1.6 million. Net cash
used in investing activities for the year was $20.9 million, primarily as the
result of the increase in loans outstanding as well as the purchases of
investment securities. Net cash used was offset by the net cash provided by
financing activities of approximately $21.0 million. Net financing activities
refer primarily to deposit liabilities.

First Business Bancshares' cash and cash equivalents decreased approximately
$4.4 million for the nine months ended September 30, 1999. Net cash provided by
operating activities aggregated $1.1 million for the nine months ended
September 30, 1999. Net cash used in investing activities for the same nine
months was $17.2 million, primarily as a result of the $16.9 million increase
in loans outstanding. Net cash provided by financing activities increased $11.7
million, primarily as a result of an increase in time deposits of $21.8 million
and an increase in short-term borrowings of $3.7 million, offset by a decrease
in demand deposits of $14.5 million. For the nine months ended September 30,
1998 cash and cash equivalents increased $16.9 million. Net cash provided by
operating activities aggregated $1.2 million. Net cash provided by financing
activities increased $12.4 million, primarily as a result of the $13.5 million
increase in loans outstanding. Net cash provided by financing activities
increased $28.1 million, primarily as a result of an increase in demand
deposits of $11.5 million and an increase in time deposits of $15.6 million.

First Business Bancshares' stockholders' equity represented 5.69% and 5.61%
of total assets at September 30, 1999 and December 31, 1998 respectively. The
subsidiary bank's equity to asset ratios for the same periods were 8.23% and
8.51% respectively. Risk based capital and leverage ratios of the subsidiary
bank exceeded those levels considered necessary to be classified as a "well
capitalized" institution by regulatory banking authorities for both periods.

Effects of Economic Conditions

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

Year 2000 Compliance

Rapid and accurate data processing is essential to the operation of First
Business Bancshares and more specifically, its subsidiary bank, First Business
Bank of Kansas City. It is possible that many computer programs that can only
distinguish the final two digits of the year entered (a common programming
practice in earlier years) may read entries for the year 2000 as the year 1900.
If this occurs, computations of loan payments, interest income or expense, loan
delinquencies and other such financial computations may be based on the wrong
date or the computer may not be able to make financial computations at all.
First Business Bancshares management, however, believes that the chances of
computation errors by First Business Bancshares' computer hardware and software
due to Year 2000 computer problems is very remote and possibly even non-
existent.

First Business Bancshares has actively addressed the Year 2000 issue. A
comprehensive Year 2000 readiness plan was prepared by management and approved
by the board of directors. The plan was successfully implemented throughout
1999. Implementation of the plan included testing of all hardware and software
systems. The results of these tests indicate that First Business Bancshares
and, in particular, its subsidiary bank, First Business Bank of Kansas City,
will not experience any Year 2000 related computation problems.

46
<PAGE>

Loan Portfolio--Types of Loans

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

<TABLE>
<CAPTION>
% of % of % of
Total Total Total
9/30/99 Loans 12/31/98 Loans 12/31/97 Loans
-------- ----- -------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Loan Category
Commercial................... $100,645 90% $84,364 89% $66,931 87%
Real Estate-Commercial....... 1,937 2% 490 1% 673 1%
Real Estate-1-4 Family
Residential................. 3,640 3% 3,977 4% 3,078 4%
Lease financing.............. 3,693 3% 2,185 2% 2,210 3%
Consumer..................... 1,455 1% 3,513 4% 3,995 5%
-------- ---- ------- --- ------- ---
Total...................... $111,370 100% $94,529 100% $76,887 100%
======== ==== ======= === ======= ===

<CAPTION>
% of % of % of
Total Total Total
12/31/96 Loans 12/31/95 Loans 12/31/94 Loans
-------- ----- -------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Loan Category
Commercial................... $ 53,662 87% $51,463 77% $40,143 89%
Real Estate-Commercial....... 85 0% 953 12% 1,728 4%
Real Estate-1-4 Family
Residential................. 2,145 3% 1,563 4% 1,767 4%
Lease financing.............. 1,889 3% -- -- -- --
Consumer..................... 3,889 6% 2,525 7% 1,422 3%
-------- ---- ------- --- ------- ---
Total...................... $ 61,670 100% $56,504 100% $45,060 100%
======== ==== ======= === ======= ===
</TABLE>

Real Estate--Mortgage

Real estate-mortgage loans consist primarily of multi-family residential,
owner occupied commercial, and investment properties located in the greater
Kansas City metropolitan area.

Commercial

First Business Bancshares' loan portfolio is heavily concentrated in what
are considered to be commercial and industrial loans. The subsidiary bank was
formed to be a lender to small and mid-sized businesses in the Kansas City
trade area. Management, therefore, has positioned the bank as a "business bank"
since its inception in 1988.

Consumer

The consumer loan portfolio consists of loans to individuals for various
personal reasons including but not limited to automobile financing, home
improvement, educational, and recreational purposes. The bank, however, does
not actively pursue consumer loans.

Lease Financing

In the later part of 1996, First Business Bank of Kansas City purchased a
loan portfolio from Summit Financial, Inc. a small financing company located in
Kansas City, Missouri. The bank managed the portfolio and developed new
business under the name of Summit Financial, a division of First Business Bank
of Kansas City ("Summit Financial"). Summit Financial is considered a captive
business unit of the bank. Since the acquisition, Summit Financial has made
equipment loans and leases and has experienced significant growth.

47
<PAGE>

Maturities and Sensitivities of Loans to Changes in Interest Rates as of
December 31, 1998

The following table sets forth the scheduled maturities of the loan
portfolio as of December 31, 1998 (dollars in thousands):

<TABLE>
<CAPTION>
One
year or One to Over five
less five years years Total
------- ---------- --------- -------
<S> <C> <C> <C> <C>
Real Estate--Mortgages.............. $ 1,742 $ 2,010 $ 715 $ 4,467
Commercial.......................... 50,577 34,529 1,409 86,515
Consumer............................ 1,956 1,440 117 3,513
Other............................... -- 34 -- 34
------- ------- ------ -------
$54,275 $38,013 $2,241 $94,529
======= ======= ====== =======
</TABLE>

As of December 31, 1998 loans with the ability to be repriced after one year
totaled $44 million.

Net loans increased $17.5 million, $15.0 million, and $5.0 million in 1998,
1997, and 1996 respectively. Additionally, the interest rate spread increased
from 3.89% in 1996 to 4.03% and 4.00% in 1997 and 1998 respectively. The
increase in loans and interest rate spread is a result of First Business
Bancshares' effective marketing efforts and a strong economy throughout the
lending area.

Total deposits increased $19.7 million and $4.7 million in 1998 and 1997,
respectively. The increase is the result of purchasing Certificates of Deposits
from local customers and through brokers. In 1996 deposits decreased $1.0
million, due to a slight decrease in business checking account balances. Due to
strong loan demand and a competitive environment for deposits, the subsidiary
bank's loan to deposit ratio was 96% in 1998, 98% in 1997 and 85% in 1996.

48
<PAGE>

Allowance for Loan Loss

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

<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------
9/30/99 1998 1997 1996 1995 1994
-------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Total net loans
outstanding at end of
period................. $109,880 $93,127 $75,651 $60,622 $55,580 $44,279
Average net loans
outstanding during the
period................. 107,596 85,806 66,907 59,051 49,615 45,190
Balance at beginning of
period................. $ 1,402 $ 1,235 $ 1,048 $ 923 $ 781 $ 1,033
-------- ------- ------- ------- ------- -------
Charge-offs
Commercial............ 410 240 246 353 397 506
Real Estate
Commercial.......... -- -- -- -- -- --
Construction........ -- -- -- -- -- --
1 to 4 family
residential........ -- -- -- 28 -- --
Agricultural........ -- -- -- -- -- --
Loans held for sale. -- -- -- -- -- --
-------- ------- ------- ------- ------- -------
Total Real Estate..... -- -- -- 28 -- --
Consumer and other.... -- -- -- 5 -- --
-------- ------- ------- ------- ------- -------
Total charge-offs..... 410 240 246 38 397 50
-------- ------- ------- ------- ------- -------
Recoveries
Commercial............ 71 83 155 467 424 170
Real Estate
Commercial.......... -- -- 4 -- -- --
Construction........ -- -- -- -- -- --
1 to 4 family
residential........ -- 3 -- 1 -- --
Consumer and other.. -- 1 -- 2 -- --
-------- ------- ------- ------- ------- -------
Total recoveries...... 71 87 159 470 424 172
-------- ------- ------- ------- ------- -------
Net charge-offs
(recoveries)......... 339 153 87 (84) (27) 334
Provision charged to
operations........... 427 320 274 41 115 82
Transfer to Other Real
Estate Owned......... -- -- -- -- -- --
-------- ------- ------- ------- ------- -------
Balance at end of
year................. $ 1,490 $ 1,402 $ 1,235 $ 1,048 $ 923 $ 781
======== ======= ======= ======= ======= =======
Allowance as a
percentage of total
loans................ 1.34% 1.48% 1.61% 1.70% 1.63% 1.73%
Net charge-offs to
average loans
outstanding.......... 0.32% 0.18% 0.13% -0.14% -0.05% 0.74%
</TABLE>

49
<PAGE>

First Business Bank of Kansas City recorded provisions for loan losses of
$319,000, $274,000, and $41,000 in 1998, 1997 and 1996 respectively. The
increase in the provision for loan losses in 1998 and 1997 was attributable to
the increase in average loans outstanding during the same periods as well as an
increase in perceived risk associated with certain loans.

As of September 30, 1999 and December 31, 1998, 1997, 1996, 1995, and 1994,
the allowance for loan losses was allocated to the subsidiary bank's loan
accounts categories as follows (dollars in thousands):

<TABLE>
<CAPTION>
Percent of Percent of Percent of
Loans in each Loans in each Loans in each
Category to Category to Category to
9/30/99 Total Loans 12/31/98 Total Loans 12/31/97 Total Loans
-------- ------------- -------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Commercial.............. $1,347 90% $1,247 89% $1,076 87%
Real Estate-Commercial.. 26 2% 14 1% 12 1%
Real Estate-1-4 Family
Residential............ 49 3% 56 4% 48 4%
Lease financing......... 49 3% 32 2% 35 3%
Consumer................ 19 1% 53 4% 64 5%
------ ---- ------ ---- ------ ----
$1,490 100% $1,402 100% $1,235 100%
====== ====== ======

<CAPTION>
Percent of Percent of Percent of
Loans in each Loans in each Loans in each
Category to Category to Category to
12/31/96 Total Loans 12/31/95 Total Loans 12/31/94 Total Loans
-------- ------------- -------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Commercial.............. $ 922 88% $ 821 89% $ 696 89%
Real Estate-Commercial.. -- 0% 37 4% 30 4%
Real Estate-1-4 Family
Residential............ 30 3% 37 4% 31 4%
Lease financing......... 30 3% -- -- 0 0%
Consumer................ 66 6% 28 3% 25 3%
------ ---- ------ ---- ------ ----
$1,048 100% $ 923 100% $ 781 100%
====== ====== ======
</TABLE>

Non-Performing Loans

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

<TABLE>
<CAPTION>
9/30/99 12/31/98 12/31/97 12/31/96 12/31/95 12/31/94
------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Non-accrual loans....... $705 $444 $164 $213 $619 $798
Loans 90 days past due
and still accruing..... 0 0 0 0 101 34
Restructured Loans...... 0 0 0 0 0 0
---- ---- ---- ---- ---- ----
Total non-performing
loans.................. $705 $444 $164 $213 $720 $832
==== ==== ==== ==== ==== ====
</TABLE>

Management of the subsidiary bank reviews the loan portfolio on a continuous
basis in an effort to identify negative trends by customer, industry segment or
the business environment in general. During the ordinary course of business,
management may become aware of borrowers that may not be able to meet
contractual requirements of loan agreements. Such loans are placed under close
supervision with consideration given to placing the loan on non-accrual status.
Management then determines the need for additions to the allowance for loan
loss, or, if appropriate, partial or full charge-off of the loan. Depending
upon the circumstances, certain of these loans may be renegotiated and
restructured. Loans which management does not expect to collect interest
payments in the normal course of business, or which are 90 days or more past
due, are placed on a nonaccrual status. After a loan is placed on non-accrual
status, any interest previously accrued but not yet collected is reversed
against current income. Income reversals due to loans being classified as non-
accrual were insignificant for all periods presented.

50
<PAGE>

In certain cases, interest payments received are recognized as income
subsequent to the date the loan is placed on non-accrual status on a cash basis
so long as management is satisfied there is a high probability of collecting
the entire loan balance through either the primary or secondary source of
repayment. The loan is returned to accrual status only when the borrower has
brought all past due principal and interest payments current, and in the
opinion of management, the borrower has demonstrated the ability to make future
payments of principal and interest as scheduled. If non-accrual loans had been
current in accordance with their original terms and had been outstanding
throughout 1998 and 1997, First Business Bancshares would have recognized
additional interest income of $73,000 and $11,000 in 1998 and 1997
respectively. No interest from these loans was included in net income in the
periods presented.

Investment Activities

First Business Bancshares invests a portion of its available funds in short-
term and long-term instruments, including Federal funds sold and investment
securities. Investment securities are comprised almost entirely of obligations
of the U.S. Government or its agencies. Federal funds sold are used primarily
for daily cash management purposes. Securities owned by First Business
Bancshares are utilized to collateralize certain portions of the bank's line of
credit, are sold under agreements to be repurchased and have been used to
secure obligations to the federal government such as customer tax deposits.
Securities also provide a source of liquidity to the subsidiary bank. The
subsidiary bank's investment securities carry fixed interest rates. As of
December 31, 1998, the subsidiary bank's investment portfolio reflected an
unrealized gain of $18,000.

The following table presents the subsidiary bank's investments in certain
securities. The entire portfolio is considered available for sale (AFS).

<TABLE>
<CAPTION>
December 31,
---------------------
1998 1997 1996
------- ------ ------
<S> <C> <C> <C>
U.S Governments, AFS(1)............................ $ 1,012 $3,019 $6,505
U.S. Agency, AFS(1)................................ 9,406 4,910 996
------- ------ ------
Total Securities............................... $10,418 $7,929 $7,501
======= ====== ======
</TABLE>
- --------
(1) Securities available for sale are carried on the Bank's books at fair
market value

The following tables set forth the amounts by book value and weighted
average yields, as of December 31, 1998 of each category of investments listed
in the preceding table maturing during certain time periods.

<TABLE>
<CAPTION>
Over 5 Years
One year or Over One Year through 10
less through 5 years years Over 10 years Total
--------------- --------------- --------------- --------------- ----------------
Weighted Weighted Weighted Weighted Weighted
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
------ -------- ------ -------- ------ -------- ------ -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury and other
U.S. agencies and
corporations.......... $1,012 6.35% $2,882 6.26% $6,524 6.32% -- -- $10,418 6.31%
====== ====== ====== === =======
</TABLE>

REPRICING AND INTEREST RATE SENSITIVITIES AS OF DECEMBER 31, 1998

Interest Rate Risk

Asset and liability management encompasses both interest rate risk and
liquidity management. First Business Bancshares' net interest margin can be
vulnerable to wide fluctuations arising from a change in the general level of
interest rates which may affect the yield on interest earning assets
differently than the cost of interest bearing liabilities. Management monitors
its asset and liability mix in an effort to maintain a consistent earnings
performance through control of interest rate risk. Below is a "static gap"
schedule for First Business Bancshares as of December 31, 1998 (in thousands).
This is just one of several tools which may be used to measure and manage
interest rate sensitivity. Earning assets and interest bearing liabilities are
presented in the table within selected time intervals based on their repricing
and maturity characteristics. In this view, the sensitivity position is matched
when an equal amount of assets and liabilities reprice during any given period.

51
<PAGE>

That portion of liabilities and assets which are not matched in a given time
period result in the "Interest Sensitivity Gap" shown at the bottom of the
schedule. A positive gap indicates more assets than liabilities will reprice
in that time period, while a negative gap indicates more liabilities than
assets will be subject to repricing.

<TABLE>
<CAPTION>
0-3 4-12 1-5 Over 5
Months Months Years Years Total
------- -------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Interest Earning Assets
Loans............................ $52,148 $ 5,157 $35,890 $1,334 $94,529
Investment securities--taxable... -- 1,012 2,882 6,524 10,418
Fed funds sold................... 880 -- -- -- 880
------- -------- ------- ------ -------
Total Interest Earning Assets.. 53,028 6,169 38,772 7,858 105,827
------- -------- ------- ------ -------
Interest Bearing Liabilities
Interest bearing demand and
savings......................... 35,460 -- -- -- 35,460
Time and CD's less than $100,000. 4,347 15,079 10,687 210 30,819
Time and CD's of $100,000 and
greater......................... 3,930 5,747 1,142 -- 11,316
Borrowed funds................... 2,425 -- -- -- 2,425
------- -------- ------- ------ -------
Total Interest Bearing
Liabilities................... 46,162 20,826 11,829 210 79,524
------- -------- ------- ------ -------
Interest Sensitivity GAP........... $ 6,866 $(14,657) $26,446 $7,648 $26,303
======= ======== ======= ====== =======
</TABLE>

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

Deposit Activities

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

<TABLE>
<CAPTION>
Average Deposit Balances and Rates
--------------------------------------------------------------------------
Year Ended 12/31/98 Year Ended 12/31/97 Year Ended 12/31/96
------------------------ ------------------------ ------------------------
% of % of % of
Average Average Total Average Average Total Average Average Total
Balance Rate Deposits Balance Rate Deposits Balance Rate Deposits
------- ------- -------- ------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Noninterest-bearing
demand................. $21,593 0.00% 23.09% $18,212 0.00% 24.06% $18,913 0.00% 24.96%
Interest-bearing Now &
Money Market........... 35,442 5.08% 37.90% 32,671 5.34% 43.17% 32,539 5.37% 42.95%
Savings................. 96 2.93% 0.10% 163 2.97% 0.22% 160 2.95% 0.21%
Time Deposits........... 36,388 6.01% 38.91% 24,637 5.95% 32.55% 24,157 5.89% 31.88%
------- ----- ------- ------- ----- ------- ------- ----- -------
Total............... $93,519 100.00% $75,683 100.00% $75,769 100.00%
======= ======= ======= ======= ======= =======
</TABLE>

52
<PAGE>

The following table summarizes at December 31, 1998, First Business Bank of
Kansas City, N.A. certificates of deposits of $100,000 or greater by time
remaining until maturity. First Business Bancshares had no other time deposits
in excess of $100,000.

<TABLE>
<CAPTION>
Certificates of Deposit
$100,000 or greater
-----------------------
(Dollars in thousands)
<S> <C>
Maturity Period Less than three months............ $ 3,930
Over three months through six months.............. 4,601
Over six months through twelve months............. 1,146
Over twelve months................................ 1,639
-------
Total CD's of $100,000 or greater............. $11,316
=======
</TABLE>

Short-term Borrowings

The following table sets forth a summary of our short-term borrowings during
1998, 1997 and 1996. Figures are reported at month end and as of the end of
each year.

<TABLE>
<CAPTION>
Average amount Maximum Weighted Weighted
Amount outstanding outstanding average average
outstanding during the at any Interest rate Interest rate
at year end years month end during the year at year end
----------- -------------- ----------- --------------- -------------
(Amounts in Thousands)
<S> <C> <C> <C> <C> <C>
At or for the year ended
December 31, 1998 Fed
Funds purchased........ $ -- 352 2,350 5.74% --
Repurchase agreements... 4,129 3,500 4,400 3.23% 3.35%
At or for the year ended
December 31, 1997 Fed
Funds purchased........ 1,750 160 3,600 5.69% 6.45%
Repurchase agreements... 1,466 901 2,139 4.05% 4.13%
At or for the year ended
December 31, 1996 Fed
Funds purchased........ -- -- -- -- --
Repurchase agreements... $ 531 $ 405 $ 685 4.24% 4.09%
</TABLE>

Accounting and Financial Reporting

The Financial and Accounting Standards Board (FASB) issued SFAS 130
"Reporting Comprehensive Income" in June 1997. This statement requires the
reporting and display of comprehensive income and its components (revenues,
expenses, gains, and losses) in a full set of general-purpose financial
statements, specifically, that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement, and (b) display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position. In accordance, First Business Bancshares recognizes
unrealized holding gains and losses on available-for-sale securities as a
separate equity component.

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

53
<PAGE>

The FASB adopted SFAS No. 133 "Accounting for Derivative Financial
Instruments and Hedging Activities" as amended by SFAS No. 137. This statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. SFAS No. 133 is effective for all fiscal quarters of fiscal
years beginning June 15, 2000, may be adopted early for periods beginning after
issuance of the statement and may not be applied retroactively. First Business
Bancshares does not expect to adopt SFAS No. 133 early. Management of First
Business Bancshares is unable to determine whether the effects of adoption of
SFAS No. 133 will have a material impact on First Business Bancshares
consolidated financial statements at the date of this report.

SECURITY OWNERSHIP OF FIRST BUSINESS BANCSHARES COMMON STOCK

The following information pertains to First Business Bancshares common stock
beneficially owned, directly or indirectly, as of September 30, 1999 by (i)
each director and executive officer of First Business Bancshares, (ii) all
directors and executive officers as a group and (iii) each person known to
First Business Bancshares to own beneficially 5% or more of the outstanding
First Business Bancshares common stock. Beneficial ownership is determined in
accordance with the rules of ownership of securities to persons who possess
sole or shared voting power and/or investment power with respect to those
securities. Except as noted below, beneficial owners have sole voting and
investment power with respect to all shares shown as beneficially owned by
them.

FIRST BUSINESS BANCSHARES

<TABLE>
<CAPTION>
Percentage
Name of Director or Executive Number Of
Officer or Name and Address of of Beneficial
Beneficial Owner Shares Ownership
------------------------------ ------ ----------
<S> <C> <C>
John D. Hunkeler.............................................. 15,331 9.11%
Robert J. Gourley............................................. 15,000 8.91%
William R. Wilkerson III (1).................................. 15,000 8.91%
Frederick B. Poccia, Jr....................................... 11,059 6.57%
Bruce Pendleton............................................... 10,295 6.11%
D. Patrick Curran (2)......................................... 10,000 5.94%
Jacqulyn Gibson Trust......................................... 10,000 5.94%
John W. Jordan II Revocable Trust............................. 10,000 5.94%
Richard O. Thompson (3)....................................... 10,000 5.94%
Paul T. Lyon (4).............................................. 7,935 4.71%
All directors and executive officers as a group (8 persons)... 94,620 56.17%
</TABLE>
- --------
(1) William R. Wilkerson III is a director of First Business Bancshares. These
15,000 shares are owned by W. Ralph Wilkerson, Jr., Inc. William R.
Wilkerson III is the President of W. Ralph Wilkerson, Jr., Inc.
(2) D. Patrick Curran is a director of First Business Bancshares. These 10,000
shares are owned by the D. Patrick Curran Trust of which D. Patrick Curran
is the settlor and trustee.
(3) Richard O. Thompson is a director of First Business Bancshares. These
10,000 shares are owned by Thompson Insurance Group, Inc. Richard O.
Thompson is the President of Thompson Insurance Group, Inc.
(4) Paul T. Lyon is a director of First Business Bancshares. These 7,935 shares
are owned by The Lyon Group Partners, L.P. of which Paul T. Lyon is a
general partner.

SECURITY OWNERSHIP OF FIRST BUSINESS BANK OF KANSAS CITY COMMON STOCK

The following information pertains to First Business Bank of Kansas City
common stock beneficially owned, directly or indirectly, as of September 30,
1999 by (i) each director and executive officer of First Business Bank of
Kansas City, (ii) all directors and executive officers as a group and (iii)
each person known to First Business Bank of Kansas City to own beneficially 5%
or more of the outstanding First Business Bank of

54
<PAGE>

Kansas City common stock. Beneficial ownership is determined in accordance with
the rules of ownership of securities to persons who possess sole or shared
voting power and/or investment power with respect to those securities. Except
as noted below, beneficial owners have sole voting and investment power with
respect to all shares shown as beneficially owned by them.

FIRST BUSINESS BANK OF KANSAS CITY

<TABLE>
<CAPTION>
Name of Director or
Executive
Officer or Name and
Address of Percentage Of
Beneficial Owner Number of Shares Beneficial Ownership
------------------- ---------------- --------------------
<S> <C> <C>
First Business Bancshares of Kansas City,
Inc..................................... 253,910 86.10%
Richard O. Thompson (1).................. 600 *
Frederick B. Poccia, Jr. (2)............. 266 *
William R. Wilkerson III................. 100 *
</TABLE>
- --------
* Less than 1%
(1) Richard O. Thompson is a director of First Business Bank of Kansas City.
Includes 500 shares owned by Thompson Insurance Group, Inc. Richard O.
Thompson is the President of Thompson Insurance Group, Inc.
(2) Frederick B. Poccia, Jr. is a director and the President of First Business
Bank of Kansas City. These 266 shares are held by Mark Twain Kansas City
Bank, as custodian of an IRA for Frederick B. Poccia, Jr.

FIRST BUSINESS BANCSHARES COMMON STOCK PER SHARE PRICES AND DIVIDENDS

Shares of First Business Bancshares common stock are not listed on an
exchange. As of September 30, 1999, no established public trading market for
the shares of First Business Bancshares common stock existed, and management of
First Business Bancshares is aware of a limited number of transactions
involving First Business Bancshares common stock. Based upon First Business
Bancshares management's review of its stock transfer records, there were two
sales of First Business Bancshares common stock between January 1, 1998 and
September 30, 1999 at prices ranging from $47.73 to $56.31 per share.

First Business Bancshares did not pay a cash dividend during the past three
years.

FIRST BUSINESS BANK OF KANSAS CITY COMMON STOCK PER SHARE PRICES AND DIVIDENDS

Shares of First Business Bank of Kansas City common stock are not listed on
an exchange. As of September 30, 1999 no established public trading market for
the shares of First Business Bank of Kansas City common stock existed and
management of First Business Bank of Kansas City is aware of a limited number
of transactions involving First Business Bank of Kansas City common stock.
Based upon First Business Bank of Kansas City management's review of its stock
transfer records, there were six sales of First Business Bank of Kansas City
common stock between January 1, 1998 and September 30, 1999 at prices ranging
from $39.50 to $59.42 per share.

First Business Bank of Kansas City did not pay a cash dividend during the
past three years.

COMPARATIVE RIGHTS OF STOCKHOLDERS

The rights of First Business Bancshares stockholders are currently governed
by the General and Business Corporation Law of Missouri and First Business
Bancshares' Articles of Incorporation and Bylaws adopted thereunder. The rights
of First Business Bank of Kansas City stockholders are currently governed by
the National Bank Act, certain corporate laws of the State of Missouri and
First Business Bank of Kansas City's Articles of Association and Bylaws adopted
thereunder. As a result of the merger and the bank merger, First Business
Bancshares stockholders and First Business Bank of Kansas City minority
stockholders 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

55
<PAGE>

differences between the rights of corporate stockholders under Kansas law,
Missouri law and the National Bank Act generally, and specifically with respect
to First Business Bancshares stockholders, First Business Bank of Kansas City
minority stockholders and Gold Banc stockholders. The discussion is not
intended as a complete statement of all such differences, and First Business
Bancshares stockholders and First Business Bank of Kansas City minority
stockholders are referred to those laws and governing documents for a
definitive treatment of the subject matter.

Authorized and Outstanding Capital Stock

Kansas and Missouri law and the National Bank Act 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 First Business Bancshares consists of 500,000 shares of common stock, par
value $1.00 per share, of which approximately 168,441 shares are currently
outstanding. The authorized capital stock of First Business Bank of Kansas City
consists of 500,000 shares of common stock, par value $10.00 per share, of
which approximately 294,913 shares are currently outstanding. The authorized
capital stock of Gold Banc consists of 50,000,000 shares of common stock, par
value $1.00 per share, of which approximately 17,595,918 shares are currently
outstanding, and 10,000,000 shares of preferred stock, no par value per share,
of which no shares are currently outstanding.

Election of Directors

Under Missouri 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 directors, unless the articles of incorporation or a bylaw
provide otherwise. The articles of incorporation may authorize the election of
certain directors by one or more classes or series of shares. The articles of
incorporation or the bylaws must provide for staggered terms for the directors
if the directors' terms of office are more than one year. The articles 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 First Business Bancshares articles and bylaws have set the number of
directors at between eight and twelve persons, subject to change within these
limits by a majority of the entire board of directors. The directors of First
Business Bancshares serve for a term of one year. The First Business Bancshares
articles and bylaws provide for one class of directors. Newly created
directorships and vacancies on the First Business Bancshares board may be
filled by the affirmative vote of a majority of the remaining directors then in
office.

Under Missouri law, stockholders have cumulative voting rights unless the
articles of incorporation provides otherwise. The First Business Bancshares
Articles and Bylaws provide for cumulative voting.

Under the National Bank Act directors serve a term of one year or until
their successors are elected and have qualified. A national banking association
organized under the National Bank Act must have at least five and not more than
twenty-five directors. The First Business Bank of Kansas City articles and
bylaws provide for a board of directors numbering between five and twenty-five,
the exact number to be set by the full board of directors. The directors of
First Business Bank of Kansas City serve for a term of one year.

The National Bank Act provides for cumulative voting of common stock in the
election of directors of a national banking association. The shares of First
Business Bank of Kansas City have cumulative voting.

Stockholders of First Business Bancshares and First Business Bank of Kansas
City who become stockholders of Gold Banc will have rights under Kansas
corporate law in the election of directors. Under Kansas law, directors, unless
their terms are staggered, are elected at each annual stockholder meeting.
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.

56
<PAGE>

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 directors of Gold Banc serve
for a term of three years. 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.

Removal of Directors

Under Missouri 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, a majority of stockholders of such class entitled
to elect the director to be removed may effect such removal. 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. A director of a Missouri corporation may also be removed for cause
by a majority of the board of directors if the director fails to meet the
qualifications for directorship of the corporation or is in breach of an
agreement between such director and the corporation relating to the directors
services to the corporation. The First Business Bancshares Bylaws allow the
removal of a director in the manner provided for under Missouri law.

Neither the National Bank Act, the Articles of Association nor the Bylaws of
First Business Bank of Kansas City address the removal of directors. Therefore,
First Business Bank of Kansas City directors are removable according to the
provisions of Missouri corporate law as described in the immediately preceding
paragraph.

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 or the corporation has cumulative voting
for directors. 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 Articles

Under Missouri law, except for amendments dealing with the election of
directors in corporations with cumulative voting and amendments dealing with
control share acquisitions of shares, unless a higher vote is required in the
articles of incorporation, an amendment to the articles of incorporation of a
corporation may be approved by a majority of the outstanding shares entitled to
vote upon the proposed amendment. The First Business Bancshares Articles of
Incorporation may be amended in the manner provided for under Missouri law.

Under the National Bank Act, unless otherwise specified by the articles of
association, an amendment to the articles of association of a national banking
association may be approved by a majority of the outstanding shares entitled to
vote upon the proposed amendment. The First Business Bank of Kansas City
Articles of Association require a majority vote of the stock of the association
to approve an amendment to the Articles of Association.

57
<PAGE>

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 require 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

Missouri law provides that a corporation's bylaws may be amended by that
corporation's stockholders, or, if so provided in the corporation's articles of
incorporation, the power to amend the corporation's bylaws may be conferred on
the corporation's directors. The First Business Bancshares Articles of
Incorporation provide that First Business Bancshares' directors may amend First
Business Bancshares' Bylaws.

The National Bank Act does not address the amendment of bylaws. Therefore
the Bylaws of First Business Bank of Kansas City are governed by Missouri law
as described in the immediately preceding paragraph. The First Business Bank of
Kansas City Bylaws provide that a majority of the board of directors may amend
the Bylaws of First Business Bank of Kansas City.

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.

Special Meetings of Stockholders

Missouri 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 articles of
incorporation or bylaws. The First Business Bancshares Bylaws provide that
special meetings of First Business Bancshares' stockholders may be called by
the President, the board of directors, or the holders of not less than twenty
percent (20%) of all the outstanding shares entitled to vote at such special
meeting.

The National Bank Act does not address the calling of special meetings of
stockholders. Therefore, the calling of special meetings of stockholders is
governed by Missouri law as described in the immediately preceding paragraph.
The Articles of Association of First Business Bank of Kansas City provide that
special meetings of First Business Bank of Kansas City's stockholders may be
called by the board of directors or the holders of not less than twenty-five
percent (25%) of the stock of First Business Bank of Kansas City.

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

First Business Bancshares' stockholders and First Business Bank of Kansas
City stockholders may take any action by written consent of the holders of all
of the outstanding shares entitled to vote thereon without a meeting. Under
Gold Banc's Articles, however, Gold Banc's stockholders may not take any action
without a meeting.

Notice of Stockholder Proposals

First Business Bancshares' Bylaws provide that a stockholder is allowed to
address any proper business at an annual meeting. Only that business for which
a special meeting has been called may be addressed at a special meeting.

The Articles of Association of First Business Bank of Kansas City provide
that the annual meeting shall address whatever business is brought before the
meeting. Only that business for which a special meeting has been called may be
addressed at a special meeting.

58
<PAGE>

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

Missouri law provides that, unless otherwise specified in a corporation's
articles of incorporation or bylaws or unless the provisions of Missouri 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 board of directors to submit to the
stockholders such plan and receive the affirmative vote of a two-thirds
majority of the outstanding stock entitled to vote thereon. The foregoing
provisions apply to First Business Bancshares and its stockholders.

The National Bank Act provides that a merger or consolidation of a national
banking association with another national banking association or a state bank
requires the majority vote of the board of directors of each national banking
association participating in the bank merger. In addition, the National Bank
Act requires the approval of at least two-thirds of the stockholders of each
other participant in the bank merger (including state banks). The foregoing
provisions apply to First Business Bank of Kansas City and its stockholders.

Kansas law provides that, unless otherwise specified in a corporation's
certificate of incorporation or unless the provisions of Kansas law relating to
"business combinations" discussed below are applicable, 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 articles of
incorporation or bylaws, Missouri law generally provides that a corporation may
not declare and pay dividends when the net assets of a corporation are less
than the corporation's stated capital. The First Business Bancshares Articles
of Incorporation contain no additional restrictions on the declaration or
payment of dividends.

The National Bank Act provides that a national banking association may
declare a cash dividends from undivided profits quarterly, semi-annually, or
annually, with certain limitations, as long as its surplus fund equals its
common capital. Approval of the OCC is required if the total dividends in any
year exceed the total of net income for the year combined with retained net
income of the preceding two years, less any required transfers to surplus or a
fund for the retirement of any preferred stock. A national banking association
may not withdraw any part of its capital in the form of dividends or otherwise.
In addition, the OCC has the authority to prohibit payment of dividends which,
while otherwise permissible, would create an unsafe or unsound banking
practice. The foregoing provisions apply to First Business Bank of Kansas City
and its stockholders.

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.
However, 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. In addition to the restrictions imposed by Kansas law,
the Gold Banc Articles authorize restrictions on the declaration or payment of
dividends on common stock subject to the provisions of the preferred stock.

59
<PAGE>

Appraisal Rights of Dissenting Stockholders

Under Missouri law, a stockholder of a Missouri 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 is a party.

First Business Bancshares stockholders are entitled to dissenters' or
appraisal rights in connection with the merger. In order to exercise the
appraisal rights granted by Missouri law, a First Business Bancshares
stockholder must file with First Business Bancshares a written objection to the
plan of merger, not vote in favor of the merger and make a written demand of
Gold Banc for the fair value of the stockholders shares within twenty days
after the merger. The fair value of the stock of First Business Bancshares
shall be determined as of the day before the vote approving the merger. If
within thirty days of the merger Gold Banc and the stockholder agree on the
value of the stock, the stockholder shall be paid the agreed sum and lose any
and all interest in the stock. If Gold Banc and the stockholder do not agree,
the stockholder shall have an additional sixty days to file a petition in court
asking for a determination of the fair value of the stock on the day prior to
the vote approving the merger.

Under the National Bank Act, a stockholder of a national banking association
is generally entitled to demand appraisal of and obtain payment of the fair
value of his or her shares in the event of any merger or consolidation to which
the national banking association is a party.

First Business Bank of Kansas City stockholders are entitled to dissenter's
or appraisal rights in connection with the bank merger. A stockholder who
wishes to dissent and intends to do so must vote the shares held by him against
the bank merger at the special meeting or give written notice at or prior to
such meeting to the presiding officer that he dissents from the bank merger. If
the proposed bank merger is approved by the requisite two-thirds vote and the
bank merger is consummated, then upon written request and surrender of his
shares to Gold Bank at any time before thirty days after the date of
consummation of the bank merger such stockholder shall be entitled to receive
the value of the shares held by him as of the effective date of the bank
merger. The valuation of shares shall be determined by a three person committee
composed of one selected by a majority vote of dissenting shares, one selected
by Gold Bank and one selected by the two selected by the dissenting shares and
Gold Bank. Should a dissenting stockholder be unsatisfied with the valuation,
he may, within five days of being notified of the appraised value, appeal to
the OCC which shall cause a reappraisal which shall be final and binding on the
dissenting stockholder.

Kansas law requires the corporation surviving or resulting from any merger
or consolidation to provide notice to stockholders 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.

Gold Banc stockholders are not entitled to dissenters' or appraisal rights
in connection with the merger.

60
<PAGE>

Stockholder Inspection

Under Missouri law, any stockholder may inspect a corporation's books at all
proper times as regulated by the corporation's bylaws. First Business
Bancshares' Bylaws do not address the inspection of its books by stockholders.

The National Bank Act does not address the inspection of a national banking
association's books and records by stockholders. Therefore, the inspection of
books and records of First Business Bank of Kansas City by its stockholders is
governed by Missouri law as described in the immediately preceding paragraph.

Under Kansas 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. Kansas law specifically provides 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

Under Missouri 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, including attorneys' fees, 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 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,
including attorneys' fees, and amounts paid in settlement 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 for negligence
or misconduct in the performance of his duty 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. 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, director, employee
or agent 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. Under Missouri law indemnification and expense
advancement provisions are not exclusive of any other rights which may be
granted by the articles, bylaws, a vote of stockholders or disinterested
directors, agreement or otherwise.

The First Business Bancshares Articles provide for the indemnification of
and the advancement of defense costs to First Business Bancshares' directors,
officers and employees to the fullest extent permitted by Missouri law.

61
<PAGE>

The National Bank Act does not specifically address the issue of
indemnification. Therefore the issue of indemnification is governed by Missouri
law as described in the immediately preceding paragraph. Regulations issued
pursuant to the National Bank Act, however, limit such indemnification in
proceedings initiated by federal banking agencies.

First Business Bank of Kansas City Articles provides for indemnification to
the fullest extent allowable under Missouri law.

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 Kansas 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 Articles require the corporation to indemnify each officer and
director to the fullest extent permitted by Kansas law.

Preemptive Rights

Missouri law provides that a corporation may, in its articles of
incorporation, limit or deny preemptive rights to stockholders. The First
Business Bank Bancshares Articles of the corporation deny to stockholders any
preemptive rights.

The National Bank Act requires that a national banking association
specifically provide for or deny preemptive rights. The Article of Association
of First Business Bank of Kansas City deny preemptive rights to its
stockholders.

Kansas law does not provide 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. The
Gold Banc Articles do not provide for preemptive rights.

Business Combination Restrictions

Missouri law contains provisions prohibiting certain business combinations
between corporation and interested stockholders of such corporations. These
provisions do not apply to First Business Bancshares, however, because First
Business Bancshares does not have a class of voting stock registered with the
securities and exchange commission pursuant to Section 12 of the exchange act
and First Business Bancshares' Articles do not elect to be covered under the
Missouri business combination restriction.

62
<PAGE>

The National Bank Act does not contain business combination restrictions.

In general, Kansas law prevents an "Interested Stockholder" (defined
generally as a person with 15% or more of a corporation's outstanding voting
stock), from engaging in a "Business Combination" with a 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 merger or consolidation of the
corporation with the Interested Stockholder or with any other corporation if
the merger or consolidation is caused by the Interested Stockholder; (2) 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; (3) 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; (4) 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 (5) 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 corporation, by act of its board of directors, adopts an amendment to its
bylaws within one year of the effective date of the Business Combination Act
expressly electing not to be governed by the Act; (3) 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 (4) 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 Gold Banc Articles expressly elect to be covered by the business
combination 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

63
<PAGE>

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.

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.

First Business Bancshares does not have a shareholder rights plan.

First Business Bank of Kansas City does not have a shareholder 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 report 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 audited financial statements of First Business Bancshares of Kansas
City, Inc., 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 reports included herein,
and have been included in reliance upon such reports given upon the authority
of that firm as experts in accounting and auditing.

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

The audited financial statements of American Bancshares, Inc., as of
December 31, 1998 and 1997 and for each of the three years in the period ended
December 31, 1998 incorporated in this joint proxy statement/prospectus by
reference to the Gold Banc Current Report on Form 8-K, dated November 19, 1999,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent public accountants, given on the authority of said 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.

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 19. Spencer, Fane, Britt & Browne LLP, will pass on
certain matters related to the merger and the bank merger for First Business
Bancshares and First Business Bank of Kansas City.

64
<PAGE>

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 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.

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.

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 First Business Bancshares common 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 First Business Bancshares 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.

65
<PAGE>

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>
Registration Statement on Form S-4/A, filed
January 26, 2000............................. January 26, 2000
Current Report on Form 8-K, filed January 26,
2000......................................... January 26, 2000
Current Report on Form 8-K, filed January 26,
2000......................................... January 26, 2000
Current Report on Form 8-K, filed January 5,
2000......................................... January 5, 2000
Registration Statement on Form S-4, filed
December 29, 1999............................ December 29, 1999
Registration Statement on Form S-4, filed
December 22, 1999............................ December 22, 1999
Registration Statement on Form S-4, filed
December 15, 1999............................ December 15, 1999
Registration Statement on Form S-4, filed
November 23, 1999............................ November 23, 1999
Current Report on Form 8-K/A, filed December
9, 1999...................................... December 9, 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 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
</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. First Business Bancshares has supplied all such
information relating to First Business Bancshares and First Business Bank of
Kansas City.

Gold Banc and First Business Bancshares stockholders and First Business Bank
of Kansas City minority 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

This joint proxy statement/prospectus incorporates important business and
financial information about Gold Banc that is not included in or delivered with
this document. If you would like to request such information, please do so by
February 28, 2000 in order to receive them before the shareholders meetings.
Documents will be sent first class mail within one business 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, the First
Business Bancshares proposal and the First Business Bank of Kansas City
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
January 28, 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, First Business
Bancshares or First Business Bank of Kansas City nor the issuance of Gold Banc
common stock in the merger or the bank merger shall create any implication to
the contrary.

66
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

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

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 Changes in Stockholders' Equity............................ F-5
Statements of Cash Flows................................................. F-6
Notes to Financial Statements............................................ F-7
</TABLE>

F-1
<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT

Board of Directors
First Business Bancshares of
Kansas City, Inc.
Kansas City, Missouri

We have audited the accompanying consolidated balance sheets of FIRST
BUSINESS BANCSHARES OF KANSAS CITY, INC. as of December 31, 1998 and 1997, and
the related consolidated statements of income, changes in 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 consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of FIRST
BUSINESS BANCSHARES OF KANSAS CITY, INC. 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.

/s/ BAIRD, KURTZ & DOBSON

Kansas City, Missouri
January 29, 1999

F-2
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 1999 AND 1998 AND
DECEMBER 31, 1998 AND 1997

ASSETS

<TABLE>
<CAPTION>
September 30, December 31,
-------------------------- -------------------------
1999 1998 1998 1997
------------ ------------ ------------ -----------
(Unaudited)
<S> <C> <C> <C> <C>
Cash and due from banks. $ 1,987,154 $ 4,506,966 $ 5,555,812 $ 4,671,948
Federal funds sold...... -- 17,100,000 880,000 --
------------ ------------ ------------ -----------
Total Cash and Cash
Equivalents......... 1,987,154 21,606,966 6,435,812 4,671,948
------------ ------------ ------------ -----------
Available-for-sale
securities............. 10,138,104 7,952,422 10,418,289 7,929,374
------------ ------------ ------------ -----------
Total Investments.... 10,138,104 7,952,422 10,418,289 7,929,374
------------ ------------ ------------ -----------
Loans................... 111,370,015 88,652,807 94,528,726 76,886,667
Less allowance for
loan losses........... 1,489,895 1,318,583 1,401,654 1,235,423
------------ ------------ ------------ -----------
Net Loans............ 109,880,120 87,334,224 93,127,072 75,651,244
------------ ------------ ------------ -----------
Premises and equipment,
net.................... 1,112,649 879,853 893,050 753,969
Interest receivable..... 834,827 532,142 795,578 734,083
Foreclosed assets held
for sale............... -- 381,083 370,583 112,690
Federal Reserve Bank
stock.................. 223,700 223,700 223,700 223,700
Deferred income taxes... 628,139 244,946 329,000 234,130
Other assets............ 313,250 289,143 281,292 290,530
------------ ------------ ------------ -----------
Total Other Assets... 3,112,565 2,550,867 2,893,203 2,349,102
------------ ------------ ------------ -----------
Total Assets......... $125,117,943 $119,444,479 $112,874,376 $90,601,668
============ ============ ============ ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits
Noninterest-bearing
deposits.............. $ 13,592,428 $ 22,477,789 $ 24,798,837 $23,695,976
Interest-bearing
demand deposits....... 27,872,033 41,333,883 31,236,551 28,544,714
Savings................ 137,630 98,064 93,749 148,417
Time deposits.......... 63,400,790 41,264,200 41,639,443 25,651,269
------------ ------------ ------------ -----------
Total Deposits....... 105,002,881 105,173,936 97,768,580 78,040,376
Note payable............ 3,237,820 1,097,820 1,237,820 797,468
Debentures.............. 770,000 770,000 770,000 770,000
Securities sold under
agreements to
repurchase............. 4,637,774 4,147,177 4,128,862 1,466,231
Other borrowings........ -- -- 417,319 --
Federal funds purchased. 2,100,000 -- -- 1,750,000
Income taxes payable.... 123,361 107,454 194,811 104,932
Accrued interest and
other liabilities...... 687,824 641,600 672,963 653,963
------------ ------------ ------------ -----------
Total Liabilities.... 116,559,660 111,937,987 105,190,355 83,582,970
------------ ------------ ------------ -----------
MINORITY INTEREST....... 1,429,639 1,316,599 1,350,982 1,229,422
------------ ------------ ------------ -----------
STOCKHOLDERS' EQUITY
Common stock, $1 par
value; authorized
500,000 shares;
issued and
outstanding: 180,500
shares in 1999,
162,000 shares in
1998 and 161,200
shares in 1997
including shares held
in treasury........... 180,500 162,000 162,000 161,200
Additional paid-in
capital............... 5,938,951 5,627,527 5,627,527 5,615,335
Retained earnings...... 1,705,691 798,049 1,109,206 147,485
Accumulated other
comprehensive income:
Unrealized
appreciation
(depreciation) on
available-for-sale
securities, net of
income taxes.......... (121,529) 36,510 9,275 42,554
------------ ------------ ------------ -----------
7,703,613 6,624,086 6,908,008 5,966,574
Treasury stock, at
cost 1999 and 1998--
12,059 shares; 1997--
3,994................. (574,969) (434,193) (574,969) (177,298)
------------ ------------ ------------ -----------
Total Stockholders'
Equity.............. 7,128,644 6,189,893 6,333,039 5,789,276
------------ ------------ ------------ -----------
Total Liabilities and
Stockholders'
Equity.............. $125,117,943 $119,444,479 $112,874,376 $90,601,668
============ ============ ============ ===========
</TABLE>

See Notes to Consolidated Financial Statements

F-3
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

CONSOLIDATED STATEMENTS OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
September 30, December 31,
---------------------- ----------------------------------
1999 1998 1998 1997 1996
---------- ---------- ---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on
loans................ $7,293,067 $6,365,587 $8,738,335 $7,018,412 $6,430,105
Federal funds sold.... 56,886 254,867 395,444 325,845 568,761
Investment securities. 505,897 381,726 529,706 427,184 385,841
Other interest income. -- -- 13,422 16,676 11,659
---------- ---------- ---------- ---------- ----------
Total Interest
Income............. 7,855,850 7,002,180 9,676,907 7,788,117 7,396,366
---------- ---------- ---------- ---------- ----------
INTEREST EXPENSE
Deposits.............. 3,130,764 2,908,030 3,995,287 3,198,856 3,170,102
Notes payable and
debentures........... 180,559 113,017 155,316 156,549 149,127
Federal funds
purchased and
securities sold under
agreements to
repurchase........... 179,453 116,809 153,360 45,622 17,052
---------- ---------- ---------- ---------- ----------
Total Interest
Expense............ 3,490,776 3,137,856 4,303,963 3,401,027 3,336,281
---------- ---------- ---------- ---------- ----------
NET INTEREST INCOME..... 4,365,074 3,864,324 5,372,944 4,387,090 4,060,085
PROVISION FOR LOAN
LOSSES................. 427,176 242,322 319,487 273,765 41,000
---------- ---------- ---------- ---------- ----------
NET INTEREST INCOME
AFTER PROVISION FOR
LOAN LOSSES............ 3,937,898 3,622,002 5,053,457 4,113,325 4,019,085
---------- ---------- ---------- ---------- ----------
NONINTEREST INCOME
Service charges on
deposit accounts..... 245,597 183,780 214,836 211,390 204,541
Other service charges. 73,595 162,230 82,900 62,181 85,819
Other................. -- -- 62,781 57,081 88,030
---------- ---------- ---------- ---------- ----------
Total Noninterest
Income............. 319,192 346,010 360,517 330,652 378,390
---------- ---------- ---------- ---------- ----------
NONINTEREST EXPENSE
Salaries and employee
benefits............. 1,644,883 1,415,107 1,883,757 1,782,673 1,604,549
Net occupancy and
equipment expense.... 341,766 506,492 676,444 522,139 499,615
Professional fees..... 106,770 119,257 109,705 126,342 246,808
Insurance expense..... 39,542 52,089 54,054 48,878 30,805
Other expenses........ 945,372 558,441 762,040 720,648 605,936
---------- ---------- ---------- ---------- ----------
Total Noninterest
Expense............ 3,078,333 2,651,386 3,486,000 3,200,680 2,987,713
---------- ---------- ---------- ---------- ----------
INCOME BEFORE INCOME
TAXES.................. 1,178,757 1,316,626 1,927,974 1,243,297 1,409,762
PROVISION FOR INCOME
TAXES.................. 466,023 542,776 794,384 550,060 (261,000)
---------- ---------- ---------- ---------- ----------
INCOME BEFORE MINORITY
INTEREST............... 712,734 773,850 1,133,590 693,237 1,670,762
MINORITY INTEREST IN NET
INCOME OF SUBSIDIARY... (116,249) (123,286) (171,869) (133,711) (212,566)
---------- ---------- ---------- ---------- ----------
NET INCOME.............. $ 596,485 $ 650,564 $ 961,721 $ 559,526 $1,458,196
========== ========== ========== ========== ==========
EARNINGS PER SHARE
Basic................. $ 3.65 $ 4.02 $ 5.94 $ 3.48 $ 9.11
========== ========== ========== ========== ==========
Diluted............... $ 2.86 $ 2.99 $ 4.41 $ 2.70 $ 6.77
========== ========== ========== ========== ==========
</TABLE>

See Notes to Consolidated Financial Statements

F-4
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
Accumulated
Other
Comprehensive
Income
------------------
Unrealized
Appreciation
(Depreciation)
Common Additional Retained on
Comprehensive Stock Paid-in Earnings Available-for-Sale Treasury
Income Issued Capital (Deficit) Securities Net Stock Total
------------- -------- ---------- ----------- ------------------ --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE (DEFICIT),
DECEMBER 31, 1995...... $160,000 $5,597,047 $(1,870,237) $ (16,634) $(123,556) $3,746,620
Net income............ 1,458,196 1,458,196
Change in unrealized
appreciation
(depreciation) on
available-for-sale
securities........... 10,412 10,412
-------- -------- ---------- ----------- --------- --------- ----------
BALANCE (DEFICIT),
DECEMBER 31, 1996...... 160,000 5,597,047 (412,041) (6,222) (123,556) 5,215,228
Net income............ $559,526 559,526 559,526
Change in unrealized
appreciation
(depreciation) on
available-for-sale
securities, net of
income taxes of $-0-
..................... 48,776 48,776 48,776
Issuance of 1,200
shares of stock...... 1,200 18,288 19,488
Purchase of 1,200
shares of treasury
stock................ (53,742) (53,742)
-------- -------- ---------- ----------- --------- --------- ----------
Comprehensive income.. $608,302
========
BALANCE, DECEMBER 31,
1997................... 161,200 5,615,335 147,485 42,554 (177,298) 5,789,276
Net income............ $961,721 961,721 961,721
Change in unrealized
appreciation
(depreciation) on
available-for-sale
securities, net of
income taxes of
$7,800............... (33,279) (33,279) (33,279)
Issuance of 800 shares
of stock............. 800 12,192 12,992
Purchase of 8,065
shares of treasury
stock................ (397,671) (397,671)
-------- -------- ---------- ----------- --------- --------- ----------
Comprehensive income.. $928,442
========
BALANCE, DECEMBER 31,
1998................... 162,000 5,627,527 1,109,206 9,275 (574,969) $6,333,039
Issuance of 18,500
shares of stock
related to employee
stock options
excercised........... 18,500 311,424 329,924
Net income............ $596,485 596,485 596,485
Change in unrealized
appreciation
(depreciation) on
available-for-sale
securities; net of
income taxes......... (130,804) (130,804) (130,804)
-------- -------- ---------- ----------- --------- --------- ----------
Comprehensive income.. $465,681
========
BALANCE, SEPTEMBER 30,
1999................... $180,500 $5,938,951 $ 1,705,691 $(121,529) $(574,969) $7,128,644
======== ========== =========== ========= ========= ==========
</TABLE>
See Notes to Consolidated Financial Statements

F-5
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
AND YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
September 30, December 31,
-------------------------- ---------------------------------------
1999 1998 1998 1997 1996
------------ ------------ ------------ ------------ -----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income............ $ 596,485 $ 650,564 $ 961,721 $ 559,526 $ 1,458,196
Items not requiring
(providing) cash:
Depreciation and
amortization....... 183,667 152,207 176,149 154,937 160,501
Provision for loan
losses............. 427,176 242,322 319,487 273,765 41,000
Minority interest in
net income of
subsidiary......... 116,249 123,286 171,869 133,711 212,566
Loss on sale of
other foreclosed
assets............. 54,502 5,400 5,400 -- (3,779)
Provision for losses
on foreclosed
assets............. -- -- -- 15,000 10,000
Deferred income
taxes.............. (196,923) (65,125) (94,870) 122,783 (280,000)
Changes in:
Interest receivable. (39,249) 201,941 (61,495) (208,448) 29,492
Other assets........ (18,697) 9,503 28,738 176,990 (50,048)
Accrued interest and
other liabilities.. 14,860 (12,363) 19,000 91,640 113,625
Income taxes
receivable/payable. (71,450) (62,477) 89,879 (199,772) 17,379
------------ ------------ ------------ ------------ -----------
Net cash provided
by operating
activities....... 1,066,620 1,245,258 1,615,878 1,120,132 1,708,932
------------ ------------ ------------ ------------ -----------
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of loan
participations....... (3,045,881) (2,088,125) (2,088,125) (3,285,150) (2,715,217)
Proceeds from sales of
loan participations.. 2,756,010 3,241,260 3,241,260 6,725,300 4,320,654
Net originations of
loans................ (16,890,353) (13,473,673) (19,333,186) (18,752,769) (6,786,246)
Purchase of premises
and equipment........ (398,545) (277,903) (313,942) (218,296) (102,409)
Proceeds from
maturities of
available-for-sale
securities........... 4,097,340 3,500,000 5,009,797 4,468,925 6,179,775
Purchases of
available-for-sale
securities........... (4,054,894) (3,404,572) (7,533,279) (4,875,031) (5,086,015)
Proceeds from sale of
other assets......... 316,081 121,290 121,290 -- --
------------ ------------ ------------ ------------ -----------
Net cash used in
investing
activities....... (17,220,242) (12,381,723) (20,896,185) (15,937,021) (4,189,458)
------------ ------------ ------------ ------------ -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Net increase in
demand, savings, NOW
and money market
accounts............. (14,527,047) 11,520,630 3,740,030 2,789,161 341,849
Net increase
(decrease) in time
deposits............. 21,761,347 15,612,931 15,988,174 2,826,482 (1,301,963)
Net increase in
repurchase
agreements........... 508,912 2,680,946 2,662,631 934,830 71,263
Net increase
(decrease) in short-
term borrowings...... 3,682,681 (1,449,648) (892,329) 1,750,000 200,000
Purchase of minority
interest in
subsidiary bank...... (50,853) (49,473) (69,656) (78,750) --
Proceeds from sale of
stock................ 329,924 12,992 12,992 19,488 --
Purchase of treasury
stock................ -- (256,894) (397,671) (53,743) --
------------ ------------ ------------ ------------ -----------
Net cash provided
by (used in)
financing
activities....... 11,704,964 28,071,484 21,044,171 8,187,468 (688,851)
------------ ------------ ------------ ------------ -----------
INCREASE (DECREASE) IN
CASH AND CASH
EQUIVALENTS............ (4,448,658) 16,935,019 1,763,864 (6,629,421) (3,169,377)
CASH AND CASH
EQUIVALENTS, BEGINNING
OF PERIOD.............. 6,435,812 4,671,948 4,671,948 11,301,369 14,470,746
------------ ------------ ------------ ------------ -----------
CASH AND CASH
EQUIVALENTS, END OF
PERIOD................. $ 1,987,154 $ 21,606,967 $ 6,435,812 $ 4,671,948 $11,301,369
============ ============ ============ ============ ===========
</TABLE>

See Notes to Consolidated Financial Statements

F-6
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

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

The Company's primary activity to date has been to act as a bank holding
company of First Business Bank of Kansas City, N.A. through its 86% ownership
of the Bank. The Bank is subject to the regulations of certain federal agencies
and undergoes periodic examinations by those regulatory authorities.

The Bank extends credit for commercial real estate mortgages, working
capital and equipment financing, and consumer loans to businesses and residents
primarily throughout the greater Kansas City area. The Bank also participates
in secured business loans, originated by other banks, in the greater Kansas
City area. There were no securities purchased under reverse repurchase
agreements at December 31, 1998 and 1997.

The consolidated financial statements as of and for the nine months ended
September 30, 1999 and 1998 are unaudited but, in the opinion of Management,
reflect all adjustments, consisting of only normal recurring items, necessary
for fair presentation. These notes to consolidated financial statements do not
reflect unaudited September 30, 1999 and 1998 data. Interim results are not
necessarily indicative of annual results.

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 losses on loans 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 processes, periodically review the Bank's
allowances for losses on loans 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
examinations.

Principles of Consolidation

The consolidated financial statements include the accounts of First Business
Bancshares of Kansas City, Inc. and its 86%-owned subsidiary, First Business
Bank of Kansas City, N.A. All significant intercompany accounts, transactions
and stockholdings have been eliminated in consolidation.

Operating Segment

The Company has one subsidiary bank which provides traditional banking
services and has one operating segment.

F-7
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

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 were federal funds sold.

Investments in Debt and Equity Securities

Available-for-sale securities, which include any security for which the
Bank 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.

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

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 and unamortized
premiums or discounts on purchased loans.

Allowance for Loan Losses

The allowance for loan losses is increased by provisions charged to
expense, by recoveries of loans previously charged off, and reduced by loans
charged off. 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. 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 of loan collateral.

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) and
certain other loans identified by management. Accrual of interest is
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.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed 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.

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 non-interest expenses, net.

F-8
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Fee Income

Loan origination fees, net of direct origination costs, are recognized as
income in a manner that approximates the level-yield method over the term of
the loans.

Income Taxes

Deferred tax liabilities and assets are recognized for the tax effect of
differences between the financial statements 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.

Reclassification

Certain reclassifications have been made to the 1997 financial statements to
conform to the 1998 financial statement presentation. These reclassifications
had no effect on net income.

Earnings per Share

Basic earnings per share is computed based on the weighted average number of
shares outstanding during each year. Diluted earnings per share is computed by
using the weighted average common shares and all potential dilutive common
shares outstanding during the period.

The computation of basic earnings per share is as follows:

<TABLE>
<CAPTION>
1998 1997 1996
--------- -------- ----------
<S> <C> <C> <C>
Numerator:
Net income...................................... $ 961,721 $559,526 $1,458,196
Denominator:
Weighted average common shares outstanding...... 161,800 160,800 160,000
--------- -------- ----------
Basic earnings per share........................ $ 5.94 $ 3.48 $ 9.11
========= ======== ==========
</TABLE>

The computation of diluted earnings per share is as follows:
<TABLE>
<S> <C> <C> <C>
Numerator:
Net income.................................... $ 961,721 $559,526 $1,458,196
Adjustment for interest on debentures......... 46,200 46,200 46,200
---------- -------- ----------
Adjusted for interest on debentures........... 1,007,921 605,726 1,504,396
---------- -------- ----------
Denominator:
Weighted average common shares outstanding.... 161,800 160,800 160,000
Average common shares stock options and
convertible debentures outstanding........... 66,800 63,847 62,100
---------- -------- ----------
Averaged diluted common shares................ 228,600 224,647 222,100
---------- -------- ----------
Diluted earnings per share.................... $ 4.41 $ 2.70 $ 6.77
========== ======== ==========
</TABLE>

F-9
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

NOTE 2: SIGNIFICANT ESTIMATES AND CONCENTRATIONS

Generally accepted accounting principles require disclosure of certain
significant estimates and current vulnerabilities due to certain
concentrations. Estimates related to the allowance for loan losses are
reflected in the footnote regarding loans. Current vulnerabilities due to
certain concentrations of credit risk are discussed in the footnote on
commitments and credit risk. Other significant estimates and concentrations not
discussed in those footnotes include:

Deposits

Included in deposits are approximately $15,302,000 and $15,474,000 at
December 31, 1998 and 1997, respectively, of demand deposits placed by
companies under the control of a stockholder and his related interests.

Year 2000 Issue

Like all entities, the Bank is exposed to risks associated with the Year
2000 issue, which affects computer software and hardware; transactions with
customers, vendors and other entities; and equipment dependent on microchips.
The Bank has begun but not yet completed the process of identifying and
remediating potential Year 2000 problems. It is not possible for any entity to
guarantee the results of its own remediation efforts or to accurately predict
the impact of the Year 2000 issue on third parties with which it does business.
If remediation efforts of the Bank or third parties with which it does business
are not successful, the Year 2000 problem could have negative effects on the
Bank's financial condition and results of operations in the near term.

NOTE 3: INVESTMENTS IN DEBT AND EQUITY SECURITIES

The amortized cost and approximate fair value of investments in available-
for-sale securities are as follows:

<TABLE>
<CAPTION>
December 31, 1998
---------------------------------------------
Amortized Market Unrealized Unrealized
Cost Value Gains Losses
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
U. S. Treasury................. $ 1,002,640 $ 1,012,188 $ 9,548 $ 0
U. S. Government Agency........ 9,396,975 9,406,101 9,126 0
----------- ----------- ------- ---
$10,399,615 $10,418,289 $18,674 $ 0
=========== =========== ======= ===

<CAPTION>
December 31, 1997
---------------------------------------------
Amortized Market Unrealized Unrealized
Cost Value Gains Losses
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
U. S. Treasury................. $ 3,004,029 $ 3,019,400 $15,371 $ 0
U. S. Government Agency........ 4,875,186 4,909,974 34,788 0
----------- ----------- ------- ---
$ 7,879,215 $ 7,929,374 $50,159 $ 0
=========== =========== ======= ===
</TABLE>

F-10
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

Maturities of investment securities at December 31, 1998 and 1997 are as
follows:

<TABLE>
<CAPTION>
1998 1997
----------------------- ---------------------
Amortized Market Amortized Market
Cost Value Cost Value
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
In one year or less............ $ 1,002,640 $ 1,012,188 $1,996,913 $2,001,600
After one through five years... 2,877,135 2,882,039 4,385,054 4,414,074
After five through ten years... 6,519,840 6,524,062 1,497,248 1,513,700
----------- ----------- ---------- ----------
$10,399,615 $10,418,289 $7,879,215 $7,929,374
=========== =========== ========== ==========
</TABLE>

Investment securities with a cost of $200,000 and fair values of $201,000
and $203,000 at December 31, 1998 and 1997, respectively, were pledged to
secure Treasury, Tax and Loan deposits.

The Bank entered into sales of securities under agreements to repurchase.
The amounts deposited under these agreements represent short-term borrowings
and are reflected as a liability in the balance sheets. The securities
underlying the agreements are book-entry securities in the Bank's safekeeping
account maintained at the Federal Reserve Bank of Kansas City and at Commerce
Bank of Kansas City at December 31, 1998 and 1997, respectively. During the
period, securities held in safekeeping were pledged to the depositors under a
written custodial agreement that explicitly recognizes the depositor's interest
in the securities. The book value of securities pledged to secure agreements to
repurchase amounted to $4,973,000 and $2,983,000 at December 31, 1998 and 1997,
respectively. The approximate fair value of these securities was $4,996,000 at
December 31, 1998 and $3,004,000 at December 31, 1997.

NOTE 4: LOANS

A summary of loans at December 31, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Commercial....................................... $84,364,363 $66,931,282
Leases........................................... 2,185,095 2,209,750
Consumer......................................... 3,512,716 3,994,426
Real estate...................................... 4,466,552 3,751,209
----------- -----------
$94,528,726 $76,886,667
=========== ===========
</TABLE>

Activity in the allowance for loan losses for the years ended December 31,
1998, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Balance at beginning of year............ $1,235,423 $1,048,407 $ 923,457
Provision charged to expense............ 319,487 273,765 41,000
Loans charged off....................... (240,058) (206,031) (385,582)
Recoveries on loans previously charged
off.................................... 86,802 159,282 469,532
Transfer allowance for foreclosed
assets................................. -- (40,000) --
---------- ---------- ----------
Balance at end of year.................. $1,401,654 $1,235,423 $1,048,407
========== ========== ==========
</TABLE>

There were loans totaling approximately $444,000 and $164,000 on which the
accrual of interest had been discontinued at December 31, 1998 and 1997,
respectively. Had interest been accrued on these loans, interest income would
have increased by approximately $73,000 and $11,000 for the years ended
December 31, 1998 and 1997, respectively.

F-11
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

At December 31, 1998 and 1997, impaired loans totaled $3,292,000 and
$3,126,000, and the related allowance for loan losses was $338,000 and
$221,000, after partial charge-offs of $239,000 and $152,000, respectively.
Interest of $876,000 and $604,000 was recognized on average impaired loans of
$5,012,000 and $3,878,000, respectively. Interest of $4,900 and $3,500 was
recognized on impaired loans on a cash basis during 1998 and 1997.

NOTE 5: COMMITMENTS AND CREDIT RISK

The Bank extends credit for commercial real estate mortgages, working
capital and equipment financing, and consumer loans to businesses and
residents, principally in the Kansas City Metropolitan area.

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the lending contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since a portion of the commitments may expire
without being drawn upon, the total commitment amounts 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, upon extension of credit is based on management's credit evaluation
of the counterparty. Collateral held varies but may include real estate
mortgages and security agreements covering accounts receivable, inventory,
property and equipment, commercial real estate and residential real estate.

At December 31, 1998 and 1997, outstanding commitments to extend credit
amounted to approximately $5,062,000 and $3,235,000, respectively. The
commitments extended over varying periods of time with the majority being
disbursed within a one-year period. Loan commitments at fixed rates of interest
amounted to approximately $1,559,000 and $1,458,000 at December 31, 1998 and
1997, respectively, with the remainder at floating market rates.

Letters of credit are conditional commitments issued 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.

Total outstanding letters of credit amounted to approximately $1,308,000 and
$1,208,000 at December 31, 1998 and 1997, respectively, with terms ranging from
one to four years.

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, unused lines of credit borrowers aggregated
approximately $20,024,000 and $19,122,000, respectively.

Additionally, the Bank periodically has excess funds which are loaned to
other banks as federal funds sold. At December 31, 1998, federal funds sold
totaling $880,000 were loaned to one bank that acted as agent for

F-12
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

First Business Bank in selling the funds to other institutions. There were no
federal funds sold at December 31, 1997. The Bank's policy limits the amount
deposited with any one institution to its legal lending limit.

At December 31, 1998 and 1997, approximately 38% and 16% of the Bank's total
time deposits consisted of short-term certificates of deposit which were issued
through a broker.

NOTE 6: PREMISES AND EQUIPMENT

A summary of premises and equipment at December 31, 1998 and 1997 is as
follows:

<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Leasehold improvements.......................... $ 836,767 $ 668,405
Equipment....................................... 1,210,299 1,147,362
Furniture and fixtures.......................... 465,828 383,185
----------- -----------
2,512,894 2,198,952
Accumulated depreciation........................ (1,619,844) (1,444,983)
----------- -----------
$ 893,050 $ 753,969
=========== ===========
</TABLE>

NOTE 7: FORECLOSED ASSETS HELD FOR SALE

Transactions in the allowance for losses on foreclosed assets for the year
ended December 31, 1998 were as follows:

<TABLE>
<S> <C>
Balance, beginning of year...................................... $ 40,000
Charge-offs..................................................... (40,000)
--------
Balance, end of year............................................ $ 0
========
</TABLE>

NOTE 8: INTEREST-BEARING DEPOSITS

Interest-bearing deposits in denominations of $100,000 or more were
$11,316,000 on December 31, 1998 and $5,808,000 on December 31, 1997.

At December 31, 1998, the scheduled maturities of certificates of deposit
are as follows:

<TABLE>
<S> <C>
1999.......................................................... $31,304,192
2000.......................................................... 9,531,301
2001.......................................................... 594,000
2002.......................................................... 110,950
2003 and thereafter........................................... 99,000
-----------
$41,639,443
===========
</TABLE>

F-13
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

NOTE 9: TRANSACTIONS WITH RELATED PARTIES

At December 31, 1998, the Bank had loans outstanding to executive officers,
directors and to companies in which the Bank's executive officers or directors
are principal owners, as follows:

<TABLE>
<CAPTION>
1998
-----------
<S> <C>
Balance, beginning of year................................... $ 4,719,000
New loans.................................................... 3,219,000
Repayments................................................... (1,386,000)
-----------
Balance, end of year....................................... $ 6,552,000
===========
</TABLE>

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 for comparable transactions with other persons and did
not involve more than normal risk of collectibility or present other
unfavorable features.

NOTE 10: REGULATORY MATTERS

The Company and subsidiary 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 subsidiary bank's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, the Company and the subsidiary 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 subsidiary bank's capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk
weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Company and the subsidiary bank to maintain minimum amounts and
ratios (set forth in the table below) of total and Tier 1 capital (as defined
in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital
(as defined) to average assets (as defined). Management believes, as of
December 31, 1998, that the Company and the subsidiary bank exceeds all capital
adequacy requirements to which it is subject. The subsidiary bank had retained
earnings of approximately $2,000,000 against which dividends could be charged
at December 31, 1998.

F-14
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

As of the most recent notification from regulatory authorities, the Company
was categorized as adequately capitalized and the subsidiary Bank was
categorized as well capitalized under current regulatory guidelines. To be
categorized as adequately capitalized and well capitalized, the Company and the
subsidiary bank must maintain minimum total risk-based, Tier 1 risk-based and
Tier 1 leverage ratios as set forth in the following table. There are no
conditions or events since that notification that management believes have
changed the Company's and the subsidiary Bank's category.

<TABLE>
<CAPTION>
To Be Well
Capitalized
Under Prompt
For Capital Corrective
Adequacy Action
Actual Purposes Provisions
----------------- ---------------- ----------------
Amount Ratio Amount Ratio Amount Ratio
----------- ----- ---------- ----- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1998:
Total Risk-Based Capital
(to Net Risk Weighted
Assets)
Consolidated........... $ 7,734,739 8.1% $7,621,200 8.0% $9,526,500 10.0%
=========== ==== ========== === ========== ====
Bank only.............. $10,999,500 11.5% $7,621,200 8.0% $9,526,000 10.0%
=========== ==== ========== === ========== ====
Tier 1 Risk-Based Capital
(to Net Risk Weighted
Assets)
Consolidated........... $ 6,333,039 6.6% $3,810,600 4.0% $5,715,900 6.0%
=========== ==== ========== === ========== ====
Bank only.............. $ 9,597,800 8.9% $3,810,600 4.0% $5,715,900 6.0%
=========== ==== ========== === ========== ====
Tier 1 Risk-Based Capital
(to Average Assets)
Consolidated........... $ 6,333,039 5.6% $4,559,765 4.0% $5,699,700 5.0%
=========== ==== ========== === ========== ====
Bank only.............. $ 9,597,800 8.0% $4,248,858 4.0% $5,311,073 5.0%
=========== ==== ========== === ========== ====
As of December 31, 1997:
Total Risk-Based Capital
(to Net Risk Weighted
Assets)
Consolidated........... $ 7,024,276 8.2% $6,146,000 8.0% $7,683,000 10.0%
=========== ==== ========== === ========== ====
Bank only.............. $ 9,636,000 12.5% $6,146,000 8.0% $7,683,000 10.0%
=========== ==== ========== === ========== ====
Tier 1 Risk-Based Capital
(to Net Risk Weighted
Assets)
Consolidated........... $ 5,789,276 6.8% $3,073,000 4.0% $4,610,000 6.0%
=========== ==== ========== === ========== ====
Bank only.............. $ 8,401,000 10.9% $3,073,000 4.0% $4,610,000 6.0%
=========== ==== ========== === ========== ====
Tier 1 Risk-Based Capital
(to Average Assets)
Consolidated........... $ 5,789,276 6.3% $3,412,200 4.0% $4,265,300 5.0%
=========== ==== ========== === ========== ====
Bank only.............. $ 8,401,000 9.9% $3,392,000 4.0% $4,241,000 5.0%
=========== ==== ========== === ========== ====
</TABLE>

F-15
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

NOTE 11: EMPLOYEE BENEFIT PLANS

The Bank has a 401(k) plan which covers substantially all employees who are
21 years of age and have been employed by the Bank for six months. The Bank, on
October 1, 1997, implemented a two-tier matching plan, whereby it will match
50% of the participant's 401(k) deferral up to 4% of eligible compensation plus
25% of 401(k) deferral for the next 4% of the participant's eligible
compensation. The Bank may also make a discretionary contribution, determined
annually by the Board of Directors. The Bank's contributions to the plan were
$76,700 and $7,800 for the years ended December 31, 1998 and 1997,
respectively.

NOTE 12: LEASES

A noncancellable operating lease for the Bank premises expires November 1,
2002.

Future minimum lease payments at December 31, 1998 are as follows:

Rental expense for all operating leases totaled $277,149, $222,479 and
$177,540 for the years ended December 31, 1998, 1997 and 1996, respectively.

NOTE 13: INCOME TAXES

The provision (credit) for income taxes consists of the following:

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- ---------
<S> <C> <C> <C>
Taxes currently payable.................... $889,254 $427,277 $ 19,000
Deferred income taxes...................... (94,870) 122,783 (280,000)
-------- -------- ---------
$794,384 $550,060 $(261,000)
======== ======== =========
</TABLE>

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

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- ---------
<S> <C> <C> <C>
Computed at the statutory rate (34%).............. $656,000 $423,000 $ 479,000
Increase (decrease) in taxes resulting from:
State income tax effect--net of federal tax
benefits....................................... 83,400 55,011 59,000
Change in deferred tax asset valuation
allowance, including use of net operating loss
carryforwards.................................. -- -- (842,000)
Other........................................... 54,984 72,049 43,000
-------- -------- ---------
Actual tax provision (credit)..................... $794,384 $550,060 $(261,000)
======== ======== =========
</TABLE>

F-16
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

The tax effects of temporary differences related to deferred taxes at
December 31, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses.......................... $283,900 $175,000
Accrued compensated absences....................... -- 11,500
Allowance for losses on repossessed assets......... -- 3,400
Reserve for loss on other assets................... 23,000 12,800
Reserve for losses on other real estate owned...... -- 13,600
Deferred loan fees................................. 14,000 10,000
Other.............................................. 8,700 14,830
-------- --------
329,600 241,130
-------- --------
Deferred tax liabilities:
Differences in tax and financial depreciation
methods........................................... -- (7,000)
Other.............................................. (600) --
-------- --------
(600) (7,000)
-------- --------
Net deferred tax asset............................... $329,000 $234,130
======== ========
</TABLE>

NOTE 14: NOTE PAYABLE

The Company's existing debt of $1,237,820 in 1998 ($797,468 in 1997) was
obtained through Firstar Bank. The line of credit of $2,000,000 is due July 24,
1999 with interest at the LIBOR rate plus 2% and is collateralized by all
shares of subsidiary bank stock.

NOTE 15: DEBENTURES

During the year ended December 31, 1992, the Company offered for sale $1.5
million in convertible debentures, bearing interest at prime plus 2% with a
lower and upper limit of 8% to 10%, respectively. After December 31, 1994,
these debentures can be converted into nonvoting shares of common stock in the
Parent Company at the price of $13.95 per share. At December 31, 1998 and 1997,
debentures totaling $770,000 had been issued.

NOTE 16: OTHER EXPENSES

Other expenses for the years ended December 31, 1998, 1997 and 1996 are as
follows:

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Advertising................................... $102,283 $168,710 $ 96,507
Courier....................................... 91,602 73,077 65,521
Supplies...................................... 59,213 70,723 57,397
Travel and entertainment...................... 46,591 61,892 45,130
Postage and freight........................... 43,922 41,262 34,097
Comptroller fees.............................. 37,775 33,489 32,964
Correspondent bank charges.................... 40,210 16,731 24,430
Telecommunications............................ 23,552 23,850 20,073
Recruiting and temporary help fees............ 27,279 43,983 14,396
Other......................................... 289,613 186,931 215,421
-------- -------- --------
$762,040 $720,648 $605,936
======== ======== ========
</TABLE>

F-17
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

NOTE 17: ADDITIONAL CASH FLOWS INFORMATION

<TABLE>
<CAPTION>
Noncash Investing Activity 1998 1997 1996
- -------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Foreclosed assets held for sale acquired in
settlement of debt........................... $ 384,736 $ 50,088 $ 97,601

<CAPTION>
Additional Cash Payment Information
- -----------------------------------
<S> <C> <C> <C>
Interest paid................................. 4,315,493 3,250,847 3,336,281
Income taxes paid............................. 723,491 196,000 --
</TABLE>

NOTE 18: STOCK OPTIONS

The Company has an option plan under which the Company may grant options
which vest over five years to key employees of First Business Bank of Kansas
City. The exercise price of each option is intended to equal the fair value of
the Company's stock on the date of the grant. An option's maximum term is 10
years.

During the year ended December 31, 1994, the Company adopted an employee
stock option plan for key officers of its subsidiary (First Business Bank) and
reserved 28,000 shares of Company common stock for issuance related to options
granted. There were 22,500 and 21,500 options available to issue at December
31, 1998 and 1997, respectively. The plan provides that the option price will
be no less than the book value per share of the Company's regular common stock
based on its most recent consolidated audited financial statements. Generally,
20% of the options are exercisable on each annual anniversary date of the grant
of the options and expire ten years after the date of the grant. As of December
31, 1998 and 1997, 2,000 and 1,200 option shares had been exercised,
respectively.

A summary of the status of the plan at December 31, 1998, 1997 and 1996 and
changes during the years then ended, is presented below:

<TABLE>
<CAPTION>
1998 1997 1996
----------------- ----------------- ----------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exewrcise Exercise
Shares Price Shares Price Shares Price
------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, Beginning of
Year..................... 21,500 $17.76 24,500 $17.57 22,500 $16.77
Granted................... 2,000 39.26 -- -- 2,000 26.60
Exercised................. (800) 16.24 (1,200) 16.24 -- --
Forfeited................. (200) 16.24 (1,800) 16.24 -- --
------ ------ ------
Outstanding, End of Year.. 22,500 $19.74 21,500 $17.76 24,500 $17.57
====== ====== ====== ====== ====== ======
Options Exercisable, End
of Year.................. 15,000 11,500 8,400
====== ====== ======
</TABLE>

The fair value of each option granted is estimated on the date of the grant
using the minimum value method with the following weighted-average assumptions:

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Dividend per share.......................... $ -- $ -- $ --
Risk-free interest rate..................... 4.90% 5.90% 6.41%
Expected life of options.................... 12 years 12 years 12 years
Weighted-average fair value of
options granted during year................ $39.26 $28.70 $26.60
</TABLE>

F-18
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

The following table summarizes information about stock options under the
plan outstanding at December 31, 1998.

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
- -------------------------------------------------- ---------------------
Weighted- Weighted-
Weighted-Average Average Average
Range of Remaining Exercise Number Exercise
Exercise Prices Shares Contractual Life Price Exercisable Price
- --------------- ------ ---------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$16.24 15,500 8 years $16.24 15,500 $16.24
22.90 3,000 9 years 22.90 3,000 22.90
26.60 2,000 10 years 26.60 2,000 26.60
39.26 2,000 12 years 39.26 2,000 39.26
</TABLE>

The Company applies APB Opinion 25 and related Interpretations in accounting
for its plans, and no compensation cost has been recognized for the plan. Had
compensation cost for the Company's plan 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 $9,000, $23,000 and
$24,000 for 1998, 1997 and 1996, respectively.

NOTE 19: DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:

Cash and Due From Banks

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.

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.

Federal Funds Purchased and Other Borrowings

For these short-term instruments, the carrying amount is a reasonable
estimate of fair value.

F-19
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

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.

Commitments to Extend Credit, Letters of Credit and Lines of Credit

The fair values of letters of credit and lines of credit are 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.

F-20
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

The following tables represent estimated fair values of the Company's
financial instruments. The fair values of certain 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 financial instruments and because management does not
intend to sell these financial instruments, the Company is not certain 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
-----------------------
Carrying Fair
Amount Value
----------- -----------
<S> <C> <C>
Financial assets:
Cash and cash equivalents........................... $ 6,436,000 $ 6,436,000
Available-for-sale securities....................... 10,418,000 10,418,000
Interest receivable................................. 796,000 796,000
Loans, net of allowance for loan losses............. 93,127,000 93,235,000
Financial liabilities:
Deposits............................................ 97,769,000 98,156,000
Federal funds purchased and other borrowings........ 417,000 417,000
Notes payable....................................... 1,238,000 1,238,000
Securities sold under agreements to repurchase...... 4,129,000 4,129,000
Debentures.......................................... 770,000 770,000
Interest payable.................................... 494,000 494,000
Unrecognized financial instruments (net of contract
amount):
Commitments to extend credit........................ 0 0
Letters of credit................................... 0 0
Lines of credit..................................... 0 0

<CAPTION>
December 31, 1997
-----------------------
Carrying Fair
Amount Value
----------- -----------
<S> <C> <C>
Financial assets:
Cash and cash equivalents........................... $ 4,672,000 $ 4,672,000
Available-for-sale securities....................... 7,929,000 7,929,000
Interest receivable................................. 734,000 734,000
Loans, net of allowance for loan losses............. 75,651,000 75,637,000
Financial liabilities:
Deposits............................................ 78,040,000 78,232,966
Federal funds purchased and other borrowings........ 1,750,000 1,750,000
Notes payable....................................... 797,000 797,000
Securities sold under agreements to repurchase...... 1,466,000 1,466,000
Debentures.......................................... 770,000 770,000
Interest payable.................................... 499,000 499,000
Unrecognized financial instruments (net of contract
amount):
Commitments to extend credit........................ 0 0
Letters of credit................................... 0 0
Lines of credit..................................... 0 0
</TABLE>

F-21
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

DECEMBER 31, 1998, 1997 and 1996

NOTE 20: CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)

Condensed Balance Sheets
December 31, 1998 and 1997

<TABLE>
<CAPTION>
1998 1997
---------- ----------
Assets

<S> <C> <C>
Cash..................................................... $ 67,447 $ 52,525
Investment in subsidiary................................. 8,246,985 7,171,679
Other.................................................... 48,552 29,155
---------- ----------
Total Assets........................................... $8,362,984 $7,253,359
========== ==========

Liabilities and Stockholders' Equity

Debentures............................................... $ 770,000 $ 770,000
Note payable............................................. 1,237,820 797,468
Other.................................................... 22,125 (103,385)
Stockholders' Equity..................................... 6,333,039 5,789,276
---------- ----------
Total Liabilities and Stockholders' Equity............. $8,362,984 $7,253,359
========== ==========
</TABLE>

Condensed Statements of Earnings
Years Ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ----------
<S> <C> <C> <C>
Income--Interest income...................... $ 5,670 $ 4,083 $ 938
Expenses..................................... 178,091 168,376 152,204
--------- --------- ----------
Loss before income taxes and equity in
undistributed net income of subsidiary...... (172,421) (164,293) (151,266)
Benefit for income taxes..................... (69,781) (4,186) (429,062)
--------- --------- ----------
Income before equity in undistributed net
income of subsidiary........................ (102,640) (160,107) 277,796
Equity in undistributed net income of
subsidiary.................................. 1,064,361 719,633 1,180,400
--------- --------- ----------
Net income................................... $ 961,721 $ 559,526 $1,458,196
========= ========= ==========
</TABLE>

F-22
<PAGE>

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

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.................................. $ 961,721 $559,526 $1,458,196
Items not requiring (providing) cash:
Deferred income taxes..................... (50) 199,050 (205,000)
Equity in undistributed net income of
subsidiary............................... (1,064,361) (719,633) (1,180,400)
Changes in:
Other assets.............................. (19,347) (23,205) (224,062)
Other liabilities......................... 125,510 96,548 (19,998)
---------- -------- ----------
Net cash provided by (used in) operating
activities............................. 3,473 112,286 (171,264)
---------- -------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt.... 440,352 -- 200,000
Issuance of common stock.................... 12,992 19,488 --
Purchase of treasury stock.................. (397,671) (53,743) --
Purchase of minority interest in subsidiary. (44,224) (55,545) --
---------- -------- ----------
Net cash provided by (used in) financing
activities............................. 11,449 (89,800) 200,000
---------- -------- ----------
INCREASE IN CASH AND CASH EQUIVALENTS......... 14,922 22,486 28,736
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR.. 52,525 30,039 1,303
---------- -------- ----------
CASH AND CASH EQUIVALENTS, END OF YEAR........ $ 67,447 $ 52,525 $ 30,039
========== ======== ==========
</TABLE>

F-23
<PAGE>

Appendix A

Agreement and Plan of Reorganization

By and Among

GOLD BANC CORPORATION, INC.

and

FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

October 19, 1999

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
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----
<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 Merger; Closing.................. A-5
Articles of Incorporation, Bylaws, Directors and
Section 2.3 Officers............................................... A-6
Section 2.4 Effect of Merger....................................... A-6
Section 2.5 Taking Necessary Action; Further Assurances............ A-6
Section 2.6 Effect of Merger on Gold Banc Common Stock............. A-6
Section 2.7 Effect of Merger on Company Common Stock............... A-6
Section 2.8 Dissenting Shares...................................... A-7
Section 2.9 Exchange of Certificates............................... A-7
Section 2.10 Closing of the Company Transfer Books.................. A-7
Section 2.11 Dividends.............................................. A-7
Section 2.12 Shareholders Approval.................................. A-8
Section 2.13 The Bank Merger........................................ A-8
Section 2.14 Adjustments............................................ 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-9
Section 3.3 Authority.............................................. A-9
Section 3.4 Shareholder Approval................................... A-10
Section 3.5 No Violations.......................................... A-10
Section 3.6 Financial Statements................................... A-11
Section 3.7 Information Supplied................................... A-11
Section 3.8 Internal Controls and Records.......................... A-11
Section 3.9 Taxes.................................................. A-12
Section 3.10 Title to Assets........................................ A-12
Section 3.11 Leases................................................. A-12
Section 3.12 Intangible Properties.................................. A-13
Section 3.13 Regulatory Filings..................................... A-13
Section 3.14 Insurance.............................................. A-13
Section 3.15 Compliance with ERISA.................................. A-13
Section 3.16 Environmental Laws..................................... A-14
Section 3.17 Labor Matters.......................................... A-14
Section 3.18 Year 2000 Compliance................................... A-15
Section 3.19 Legal Proceedings...................................... A-15
Section 3.20 Contracts.............................................. A-15
Section 3.21 Required Consents...................................... A-15
Section 3.22 Broker's Fees.......................................... A-15
Section 3.23 No Material Adverse Change............................. A-15
Section 3.24 Loans.................................................. A-16
Section 3.25 Opinion of Financial Advisors.......................... A-16
Section 3.26 Accounting Matters..................................... A-16
</TABLE>

A-i
<PAGE>

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
Section 3.27 Beneficial Ownership of Gold Banc Common Stock........... A-16
Section 3.28 Accruals................................................. A-16
Section 3.29 Company Convertible Debentures........................... A-16
Section 3.30 Undisclosed Liabilities; Adverse Agreements.............. A-17
Section 3.31 Absence of Certain Events................................ A-17
Section 3.32 Disclosure............................................... A-17

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF GOLD BANC............................ A-17
Section 4.1 Corporate................................................ A-17
Section 4.2 Capital Structure........................................ A-18
Section 4.3 Authority................................................ A-18
Section 4.4 Shareholder 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 Taxes.................................................... A-20
Section 4.10 Regulatory Filings....................................... A-21
Section 4.11 Legal Proceedings........................................ A-21
Section 4.12 Required Consents........................................ A-21
Section 4.13 Broker's Fees............................................ A-21
Year 2000 Compliance..................................... A-21
Section 4.15 No Material Adverse Change............................... A-21
Section 4.16 Undisclosed Liabilities; Adverse Agreements.............. A-21
Section 4.17 Disclosure............................................... A-21

ARTICLE V
COVENANTS OF COMPANY................................................... A-22
Section 5.1 Affirmative Covenants of the Company.................... A-22
Section 5.2 Negative Covenants of the Company....................... A-22
Section 5.3 Inspection.............................................. A-23
Section 5.4 Financial Statements and Call Reports................... A-24
Section 5.5 Right to Attend Meetings................................ A-24
Section 5.6 Data Processing......................................... A-24
Section 5.7 No Solicitation......................................... A-24
Section 5.8 Regulatory Approvals.................................... A-25
Section 5.9 Information............................................. A-25
Section 5.10 Tax Returns............................................. A-25
Section 5.11 Tax-Free Reorganization Treatment....................... A-25
Section 5.12 Pooling-of-Interests Accounting Treatment............... A-25
Section 5.13 Cooperation by the Company.............................. A-25
Section 5.14 Year 2000 Compliance.................................... A-25
Section 5.15 Confidentiality......................................... A-25
Section 5.16 Employee Benefit Plans.................................. A-26
Section 5.17 Legal Proceedings....................................... A-26
Section 5.18 Regarding Company Convertible Debentures................ A-26
Section 5.19 Bank Merger............................................. A-26
Section 5.20 Amendment of Company Convertible Debentures............. A-27
</TABLE>

A-ii
<PAGE>

<TABLE>
<CAPTION>
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<C> <S> <C>
ARTICLE VI
COVENANTS OF GOLD BANC................................................. A-27
Section 6.1 Regulatory Approvals.................................... A-27
Section 6.2 Information............................................. A-27
Section 6.3 Tax-Free Reorganization Treatment....................... A-27
Section 6.4 Employee Benefit Plans; Prior Service Credit............ A-27
Section 6.5 Assumption of Company Stock Options..................... A-27
Section 6.6 Confidentiality......................................... A-27
Section 6.7 Pooling-of-interests Accounting Treatment............... A-28
Section 6.8 Cooperation by Gold Banc................................ A-28
Section 6.9 Year 2000 Compliance.................................... A-28
Section 6.10 Legal Proceedings....................................... A-28
Section 6.11 Employment Agreements................................... A-28

ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY..................... A-28
Section 7.1 Representations, Warranties and Covenants............... A-28
Section 7.2 Regulatory Authority Approval........................... A-28
Section 7.3 Litigation.............................................. A-28
Section 7.4 Approval by Shareholders................................ A-28
Section 7.5 Adverse Changes......................................... A-29
Section 7.6 Federal Tax Opinion..................................... A-29
Section 7.7 Opinion of Counsel...................................... A-29
Section 7.8 Market Price of Gold Banc Common Stock.................. A-29
Section 7.9 Fairness Opinion........................................ A-29

ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF GOLD BANC AND GOLD BANK......... A-29
Section 8.1 Representations, Warranties and Covenants............... A-29
Section 8.2 Adverse Changes......................................... A-29
Section 8.3 Regulatory Authority Approval........................... A-29
Section 8.4 Litigation.............................................. A-30
Section 8.5 Financial Measures...................................... A-30
Section 8.6 Approval by Shareholders................................ A-30
Section 8.7 Tax Representations..................................... A-30
Section 8.8 Affiliate Letters....................................... A-30
Section 8.9 Satisfactory Due Diligence.............................. A-30
Section 8.10 Federal Tax Opinion..................................... A-30
Section 8.11 Opinion of Counsel...................................... A-30
Section 8.12 Qualification for Pooling-of-Interests Treatment........ A-31
Section 8.13 Employment and Non-Compete Agreements................... A-31
Section 8.14 Company Options......................................... A-31
Section 8.15 Dissenting Shareholders................................. A-31

ARTICLE IX
NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES......................... A-31
Section 9.1 No Survival of Representations and Warranties........... A-31

ARTICLE X
SECURITIES LAWS MATTERS................................................ A-31
Section 10.1 Registration Statement and Proxy Statement.............. A-31
</TABLE>

A-iii
<PAGE>

<TABLE>
<CAPTION>
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Section 10.2 State Securities Laws.................................... A-32
Section 10.3 Publication of Combined Financial Results................ A-32
Section 10.4 Affiliates............................................... A-32
Section 10.5 Indemnification by Gold Banc............................. A-32
Section 10.6 Indemnification by the Company........................... A-32

ARTICLE XI
TERMINATION............................................................ A-33
Section 11.1 Basis for Termination.................................... A-33
Section 11.2 Effect of Termination.................................... A-33
Section 11.3 Termination Fee; Other Fees.............................. A-34
Section 11.4 Specific Performance..................................... A-34

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-35
Section 12.7 Law Governing............................................ A-36
</TABLE>

LIST OF SCHEDULES

<TABLE>
<C> <S>
Company Schedules:

Schedule 3.2(a)(i) Company Stock Options
Schedule 3.2(a)(ii) Shareholder Agreements
Schedule 3.2(b) Liens
Schedule 3.5(a) Violations
Schedule 3.10(a) Title to Assets
Schedule 3.10(b) Real Property Owned or Leased
Schedule 3.11(a)(i) Real Property Leases
Schedule 3.11(a)(ii) Real Property Lease Consents
Schedule 3.11(b)(i) Personal Property Leases
Schedule 3.11(b)(ii) Consents for Personal Property Leases
Schedule 3.12(c) Intangible Properties
Schedule 3.15 Employee Benefit Plans
Schedule 3.19 Company Legal Proceedings
Schedule 3.20 Contracts
Schedule 3.21 Required Consents of Company
Schedule 3.22 Brokerage Fees
Schedule 3.23 Material Adverse Changes of Company
Schedule 3.24(b) Affiliate Loans
Schedule 3.31 Absence of Certain Events
Schedule 5.2(e) Contemplated Dividends
Schedule 5.2(h) New Lines of Business

Gold Banc Schedules:
Schedule 4.11 Gold Banc Legal Proceedings
Schedule 4.12 Required Consents of Gold Banc
Schedule 4.15 Material Adverse Changes of Gold Banc
</TABLE>

A-iv
<PAGE>

EXHIBITS

<TABLE>
<C> <S>
EXHIBIT A Bank Merger Agreement
EXHIBIT B Form of Affiliate Letter
</TABLE>

A-v
<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of
October 19, 1999, is made by and among GOLD BANC CORPORATION, INC., a Kansas
corporation ("Gold Banc"), and FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.,
a Missouri corporation ("Company").

RECITALS

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

B. The Company owns approximately 86% of the First Business Bank of Kansas
City, N.A. (the "Bank").

C. Gold Bank, N.A. ("Gold Bank") is a wholly-owned subsidiary of Gold Banc.

D. In connection herewith, Gold Bank and the Bank will enter into a Bank
Merger Agreement, substantially in the form attached hereto as Exhibit A (the
"Bank Merger Agreement"), pursuant to which the Bank will be merged into Gold
Bank (the "Bank Merger").

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

"401(k) Plan" shall have the meaning set forth in Section 5.16 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 the
Bank, 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 the Bank'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 the Bank, or similar
transactions involving the Company or the Bank, other than the Merger or the
Bank Merger.

"Action" means any action, suit, claim, demand, petition, arbitration,
inquiry, proceeding or investigation by or before any Governmental Entity or
arbitrator.

"Affiliates" shall have the meaning set forth in Section 10.4 hereof.

A-1
<PAGE>

"Affiliate Letter" shall have the meaning set forth in Section 8.8 hereof.

"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 First Business Bank of Kansas City, N.A., a national banking
association, and its successors and assigns.

"Bank Common Stock" means the common stock, par value $10.00 per share, of
the Bank.

"Bank Merger" shall have the meaning set forth in the Recitals hereof.

"Bank Merger Agreement" shall have the meaning set forth in the Recitals
hereof.

"Bank Merger Effective Time" shall have the meaning set forth in Section
2.13 hereof.

"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 Missouri 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 First Business Bancshares of Kansas City, Inc., a Missouri
corporation, and its successors and assigns.

"Company Common Stock" means the common stock, par value $1.00 per share, of
the Company.

"Company Confidential Information" shall have the meaning set forth in
Section 6.6 hereof.

"Company Convertible Debentures" means the $5,000.00, floating rate,
convertible debentures, due January 31, 2000, issued by the Company, as amended
from time to time.

"Company Dissenting Shares" shall have the meaning set forth in Section 2.8
hereof.

"Company Financial Statements" shall have the meaning set forth in Section
3.6 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 Stock Options" shall have the meaning set forth in Section 3.2(a)
hereof.

"Company's Accountants" means Baird, Kurtz & Dobson.

A-2
<PAGE>

"Company's Counsel" means Spencer, Fane, Britt & Browne LLP.

"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.

"Effective Time" shall have the meaning set forth in Section 2.2 hereof.

"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 Agents" shall have the meaning set forth in Section 2.9(a)
hereof.

"Exchange Ratio" shall have the meaning set forth in Section 2.7(b) 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 from time to
time. 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's Accountants" means KPMG LLC.

"Gold Banc Common Stock" means the common stock, par value $1.00 per share,
of Gold Banc.

"Gold Banc Confidential Information" shall have the meaning set forth in
Section 5.15 hereof.

"Gold Banc Preferred Stock" means the preferred stock, no par value per
share, of Gold Banc.

"Gold Banc SEC Documents" shall have the meaning set forth in Section 4.7
hereof.

"Gold Banc's Counsel" means Stinson, Mag & Fizzell, P.C.

"Gold Bank" means Gold Bank, N.A., a national banking association, and its
successors and assigns.

"Gold Bank Common Stock" means the common stock, par value $100.00 per
share, of Gold Bank.

"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.

"Investment Advisor Opinion" shall have the meaning set forth in Section
3.25 hereof.

"KGCC" means the Kansas General Corporation Code, as amended from time to
time.

A-3
<PAGE>

"Knowledge" means the actual knowledge of a Person, without any duty to
investigate or conduct due diligence, unless the Person has information that
would prompt a reasonable Person to conduct an investigation or due diligence
into such matter.

"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.

"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.

"MBCL" means The General and Business Corporation law of Missouri, as
amended from time to time.

"Material Adverse Effect" or "Material Adverse Change" with respect to a
party shall mean an event, change, or occurrence which, individually or
together with any other event, change, or occurrence, has a material adverse
effect on (i) the business, properties, financial position, or results of
operations of a party and its subsidiaries, taken as a whole, or (ii) the
ability of such party to perform its obligations under this Agreement or to
consummate the Merger or the transactions contemplated by this Agreement;
provided, however, that a Material Adverse Effect or Material Adverse Change
shall not include (a) changes in banking and similar Laws of general
application, or interpretations thereof by Governmental Entities, (b) changes
in GAAP or regulatory accounting principles generally applicable to banks or
bank holding companies, (c) actions or omissions of a party (or its
subsidiaries) taken with the prior informed consent of the other party in
contemplation of the transactions contemplated by this Agreement, (d)
circumstances affecting Missouri or Kansas based or regional banks generally,
and (e) the Merger and compliance with the provisions of this Agreement on the
operating performance of the Company or Gold Banc.

"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, joint venture
association, joint-stock company, limited liability company, trust,
unincorporated organization, governments, any agency or political subdivision
thereof or any other legal entity.

"Personal Property Leases" shall have the meaning set forth in Section
3.11(b) hereof.

"Pooling Letter" shall have the meaning set forth in Section 5.12(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.

A-4
<PAGE>

"Registration Statement" shall have the meaning set forth in Section 10.1
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.

"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, excluding FAS
115 adjustments.

"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.

"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.

ARTICLE II

THE COMPANY MERGER

Section 2.1 The Merger. Upon the terms and subject to the conditions of this
Agreement and in accordance with the MBCL, at the Effective Time, the Company
shall be merged with and into Gold Banc and the separate existence and
corporate organization of the Company shall thereupon cease and the Company and
Gold Banc shall thereupon be a single corporation. Gold Banc shall be the
surviving corporation in the Merger (the "Surviving Corporation") and the
separate corporate existence of Gold Banc shall continue unaffected and
unimpaired by the Merger.

Section 2.2 Effective Time of the Merger; Closing. On the Closing Date, the
proper officers of the Company and Gold Banc shall execute and acknowledge
appropriate certificates of merger that shall be filed with the Kansas
Secretary of State and the Missouri Secretary of State on the first Business
Day following the

A-5
<PAGE>

Closing Date, all in accordance with the KGCC and the MBCL. The Merger shall
become effective on the date that the certificates of merger have been filed
with the Kansas Secretary of State and the Missouri Secretary of State in
accordance with the KGCC and the MBCL (the "Effective Time"). The Closing shall
be on a day (the "Closing Date") occurring not later than ten (10) 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 Gold Banc 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.

(b) The officers and directors of Gold Banc 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 Merger. From and after the Effective Time, the Merger
shall have the effects on the Company and Gold Banc set forth in Section
351.450 of the MBCL and Section 17-6709 of the KGCC.

Section 2.5 Taking Necessary Action; Further Assurances. Gold Banc and the
Company, respectively, each shall use its reasonable efforts to take all such
action as may be necessary or appropriate to effectuate the Merger under the
KGCC and the MBCL at the time specified in Section 2.2 hereof. If at any time
after the Effective Time, Gold Banc 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 Gold Banc 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 Gold Banc, and otherwise to carry
out the provisions of this Agreement.

Section 2.6 Effect of Merger on Gold Banc Common Stock. At the Effective
Time, by virtue of the Merger and without any action on the part of any holder
thereof, each share of common stock, $1.00 par value per share, of Gold Banc
Common Stock issued and outstanding immediately prior to the Effective Time
shall remain issued and outstanding, and shall be unaffected by the Merger.

Section 2.7 Effect of Merger on Company Common 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 (excluding Company
Dissenting Shares as defined in Section 2.8 hereof), of which 168,441
shares are currently issued and outstanding as of the date hereof (and of
which up to 55,132 additional shares may be issued and outstanding upon
conversion of the Company Convertible Debentures prior to the Closing
Date), shall be converted into the number of shares (the "Exchange Ratio")
of Gold Banc Common Stock determined by dividing $109.7906 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 at or above $13.50 per share, then the Exchange

A-6
<PAGE>

Ratio shall be 8.1326, and (ii) if the Average Gold Banc Stock Price is at
or below $11.00 per share, then the Exchange Ratio shall be 9.9810.
Fractions of shares determined pursuant to this Section 2.7(b) shall be
rounded to three decimal places.

If the Average Gold Banc Stock Price is less than $10.50, then Gold Banc and
the Company shall in good faith attempt to negotiate a mutually acceptable
revised Exchange Ratio.

Section 2.8 Dissenting Shares. Notwithstanding anything to the contrary
contained in this Agreement, to the extent appraisal rights are available to
the Company's shareholders pursuant to the MBCL, any shares of Company Common
Stock held by a person who objects to the Merger, whose shares of Company
Common Stock were not entitled to vote or were not voted in favor of the Merger
and who complies with all of the provisions of the MBCL concerning the rights
of such person to dissent from the Merger and to require appraisal of such
person's shares of Company Common Stock and who has not withdrawn such
objection or waived such rights prior to the Closing Date ("Company Dissenting
Shares") shall not be converted pursuant to Section 2.7 but shall become the
right to receive such consideration as may be determined to be due to the
holder of such Company Dissenting Shares pursuant to the MBCL, including, if
applicable, any costs determined to be payable by Gold Banc or the Company to
the holders of the Company Dissenting Shares pursuant to an order of the
district court in accordance with the MBCL. Notwithstanding the foregoing, as
set forth hereinafter, the obligation of Gold Banc to close on this transaction
is contingent upon the Company Dissenting Shares constituting not more than 5%
of the outstanding shares of Company Common Stock on the Closing Date.

Section 2.9 Exchange of Certificates.

(a) Gold Banc shall make available to Midwest Capital Management, Inc.
and Gold Bank, which are hereby designated as the exchange agents (the
"Exchange Agents"), 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 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 hereof shall be delivered to each shareholder of the Company as
set forth in a letter of transmittal. Notwithstanding the foregoing, the
Company will use commercially reasonable efforts to have available at
Closing as many Company Common Stock certificates as possible and Gold Banc
will make available to the Company and its shareholders as many letters of
transmittal and instructions for surrendering the Company Common Stock as
requested.

(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 shareholder shall be
entitled, after the Effective Time and upon the surrender of such
shareholder's certificate or certificates representing shares of Company
Common Stock, to receive from the Exchange Agents 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 shall make available to the
Exchange Agents, as required from time to time, any cash necessary for this
purpose.

Section 2.10 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 2.11 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 shareholders entitled to receive certificates representing Gold
Banc Common Stock until such shareholders surrender to the Exchange Agents
their certificates representing Company Common Stock.

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Upon such surrender, there shall be paid to the shareholder 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 shareholder 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 shareholders entitled to receive such
dividends be entitled to receive interest on such dividends.

Section 2.12 Shareholders Approval.

(a) The Company agrees to submit this Agreement and the transactions
contemplated hereby to its shareholders for approval to the extent required
and as provided by law, and the Articles 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
shareholders' 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, the Company shall, through its Board of Directors,
recommend that the shareholders 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. Gold Banc shall use its reasonable best efforts to take all steps as
shall be required for the shareholders' 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 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 2.13 The Bank Merger. As soon as practicable after the execution and
delivery of this Agreement, Gold Banc and the Company shall cause Gold Bank and
the Bank, respectively, to enter into the Bank Merger Agreement, substantially
in the form attached hereto as Exhibit A, pursuant to which the Bank Merger
will be effected. The parties hereto intend that the Bank Merger shall become
effective immediately following the Effective Time ("Bank Merger Effective
Time") and shall take all actions necessary or appropriate to cause the Bank
Merger to become effective at the Bank Merger Effective Time.

Section 2.14 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.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties to
Gold Banc each of which is true and correct on the date hereof and each of
which shall be unaffected by any investigation heretofore or hereafter made by
Gold Banc or its 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 Missouri with all requisite
corporate power and authority to own, lease and operate its

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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 complete and correct
copies of its Articles 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 is not reasonably
likely to have a Material Adverse Effect on the Company.

(b) The Bank is a subsidiary of the Company and is a national banking
association duly organized, validly existing and in good standing under the
laws of the United States, 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 Gold Bank complete and correct copies of its Charter 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 is not reasonably likely to have a Material Adverse Effect on the
Bank.

(d) The Bank has no subsidiaries.

Section 3.2 Capital Structure.

(a) The Company. As of the date hereof, the authorized capital stock of
the Company consists only of 500,000 shares of Company Common Stock of
which 168,441 shares 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 the right to purchase any Company Common Stock or any
other securities of the Company, except for the Company Convertible
Debentures and the options listed on Schedule 3.2(a)(i) hereto (the
"Company Stock Options"). There are not as of the date hereof and will not
be as of the Effective Time any shareholder 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 shareholders of the Company with respect to the Merger except for the
shareholders' agreement listed on Schedule 3.2(a)(ii) hereto. As of the
date hereof, the Company has $770,000.00 in aggregate principal amount of
Company Convertible Debentures outstanding. All of the Company Convertible
Debentures are validly issued and fully paid, are currently convertible, in
accordance with their terms, into shares of nonvoting common stock of the
Company and, upon being amended as provided in Section 5.20 hereof, will be
convertible, in accordance with their terms, into shares of Company Common
Stock. Except as set forth in the Company Convertible Debentures, there are
no outstanding or authorized options, warrants, agreements, redemptions,
calls, demands or rights of any character relating to the Company
Convertible Debentures, whether or not issued, including without limitation
securities convertible into or evidencing the right to purchase any Company
Convertible Debentures.

(b) Bank. The authorized capital stock of the Bank consists only of
500,000 shares of Bank Common Stock, par value $10.00 per share, of which
294,913 shares have been validly authorized and issued, and of which
253,910 shares are owned beneficially and of record, by the Company, free
and clear of all Liens, except for the Liens set forth on Schedule 3.2(b)
hereof. All outstanding shares of Bank Common Stock 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 Bank Common Stock or any other
securities of the Bank.

Section 3.3 Authority.

(a) 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 to perform its

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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, the performance of the Company'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 the Company. 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 and
constitutes, or will constitute, the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their
terms.

(b) The Bank has all requisite corporate power and authority to enter
into the Bank Merger Agreement and all other agreements to be expected and
delivered by the Bank pursuant thereto and to perform its obligations
thereunder, and to consummate the transactions contemplated thereby. The
execution and delivery of the Bank Merger Agreement, and all other
agreements to be executed and delivered by the Bank pursuant thereto, the
performance of the Bank's obligations thereunder, and the consummation of
the transactions contemplated thereby, have been duly authorized by all
necessary corporate actions on the part of the Bank. The Bank Merger
Agreement, and all other agreements to be executed and delivered by the
Bank, will be duly and validly executed and delivered by the Bank and will
constitute the legal, valid and binding obligations of the Bank,
enforceable against the Bank in accordance with their terms.

Section 3.4 Shareholder Approval.

(a) 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 shareholders for approval at a meeting of such shareholders and,
except for adoption of this Agreement by the requisite vote of the
Company's shareholders and termination of the shareholders' agreement
referred to in Schedule 3.2(a)(ii) hereof, no other shareholder action is
necessary to approve this Agreement and to consummate the Merger
contemplated hereby. The Board of Directors of the Company will recommend
that the Company's shareholders approve this Agreement and the Merger
contemplated hereby, subject to their fiduciary duties. The affirmative
vote of the holders of two-thirds 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 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, except that the shareholders' agreement
referred to in Schedule 3.2(a)(ii) hereof must be terminated prior to the
Effective Time.

(b) The Board of Directors of the Bank will direct that the Bank Merger
Agreement and the transaction contemplated thereby be submitted to the
Bank's stockholders for approval and, except for adoption of the Bank
Merger Agreement by the requisite vote of the Bank's stockholders, no other
Bank stockholder action is necessary to approve the Bank Merger Agreement
and to consummate the transactions contemplated thereby. The Board of
Directors of the Bank will recommend that the Bank's stockholders approve
the transactions contemplated hereby, subject to their fiduciary duties.
The affirmative vote of the holders of two-thirds of the outstanding shares
of Bank Common Stock is the only vote of the holders of any class or series
of the Bank's capital stock necessary to approve the Bank Merger Agreement
and to consummate the transactions contemplated thereby. No approval of a
number of outstanding shares of capital stock of the Bank greater than that
required by the relevant statutory provisions is required for approval of
the Bank Merger Agreement and the consummation of the transactions
contemplated thereby.

Section 3.5 No Violations.

(a) Except as set forth on Schedule 3.5(a) hereof, 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

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hereby and thereby, will not conflict with, violate or constitute a breach
or default under (i) the Articles of Incorporation or Bylaws or other
organizational documents of the Company or the Bank is a party, or by which
the Company or the Bank, or any of their assets, is bound, or (iii) result
in the creation or imposition or any Lien upon the capital stock or the
assets of the Company or the Bank, except, in the case of Sections
3.5(a)(ii) and (iii), for any such conflict, violation, breach or default
which is not reasonably likely to have a Material Adverse Effect on the
Company or the Bank.

(b) The Company and the Bank are not, to the knowledge of the Company,
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 the
Company or the Bank, except for any violations, breaches or defaults that
are not reasonably likely to have a Material Adverse Effect on the Company
or the Bank.

(c) All Licenses required or necessary for the Company or the Bank 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 Bank
are in compliance with all terms of the Licenses, except where the failure
to so comply is not reasonably likely to have a Material Adverse Effect on
the Company or the Bank.

Section 3.6 Financial Statements. The Company has previously delivered to
Gold Banc audited consolidated balance sheets for the Company as of December
31, 1998 and December 31, 1997, and audited statements of earnings and changes
in financial position for the years ended December 31, 1998 and December 31,
1997, and all related schedules and notes to the foregoing , and an unaudited
balance sheet, dated July 31, 1999, and statements of earnings for the period
then ended (collectively, the "Company Financial Statements"). The Company
Financial Statements have been prepared in accordance with GAAP and practices
which were applied on a consistent basis, except as set forth in the notes
therein, and present fairly in all material respects the financial position,
results of operation and changes of financial position of the Company and the
Bank, as applicable, as of their respective dates and for the periods
indicated, except that the portion of the Company's Financial Statements that
pertain to periods subsequent to December 31, 1998, are subject to normal year-
end adjustments and lack footnotes and other presentation items. 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 the Bank has
any material liabilities or obligations 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 as and to the extent disclosed or reflected
in the consolidated balance sheet of the Company as of July 31, 1999, or
incurred since July 31, 1999, in the ordinary course of business. From July 31,
1999 until the date hereof, to the Knowledge of the Company, there has been no
Material Adverse Change in the financial condition of the Company or the Bank,
or in the relationship of the Company or the Bank, with respect to its
employees, creditors, suppliers, distributors, or customers.

Section 3.7 Information Supplied. None of the information supplied or to be
supplied by the Company, in writing, 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
shareholders of the Company and Gold Banc or at the times of the meetings of
such shareholders 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.

Section 3.8 Internal Controls and Records. The Company and the Bank maintain
books of account which accurately and validly reflect, in all material
respects, all loans, mortgages, collateral and other business transactions and
maintain accounting controls sufficient to ensure that all such transactions
are (i) in all material respects, executed in accordance with its management's
general or specific authorization, and (ii) recorded in conformity with GAAP.

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Section 3.9 Taxes. The Company and the Bank each have timely filed all tax
returns required to be filed by them, and the Company and the Bank have timely
paid and discharged all taxes due in connection with or with respect to the
filing of such tax returns and have timely paid all other taxes as are due,
except such as are being contested in good faith by appropriate proceedings and
with respect to which the Company or the Bank is maintaining reserves adequate
for their payment except where the failure to file tax returns or pay taxes is
not reasonably likely to have a Material Adverse Effect on the financial
condition of the Company or the Bank. The liability for taxes set forth on each
such tax return adequately reflects the taxes required to be reflected on such
tax return, except for such taxes which are not reasonably likely to have a
Material Adverse Effect on the financial condition of the Company or the Bank.
To the Knowledge of the Company, 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 the Bank, any deficiency or claim for additional
taxes. Neither the Company nor the Bank 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 the Bank other than Liens for
taxes which are not yet delinquent. To the Knowledge of the Company, neither
the Company nor the Bank has received a ruling or entered into an agreement
with the IRS or any other Governmental Entity or taxing authority or agency
that is reasonably likely to have a Material Adverse Effect on the Company or
the Bank.

Section 3.10 Title to Assets. Except as set forth on Schedule 3.10(a)
hereof, the Company and the Bank 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 material Liens, except as reflected on the
Company's consolidated financial statements and except for the Lien of current
taxes, covenants and restrictions of record, and other minor imperfections of
title not affecting marketability, which Liens 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 Bank. Attached hereto as Schedule 3.10(b) is a complete
list of all real property owned or leased by the Company or the Bank. Neither
the Company nor the Bank has entered into any agreement or commitment to sell
any property, real or personal, or any other assets of the Company or the Bank
other than in the ordinary course of business, nor has the Company nor the Bank
made any commitment or taken or failed to take any action which would cause any
Lien to attach to any property other than such liens which are not reasonably
likely to have a Material Adverse Effect on the Company or the Bank.

Section 3.11 Leases.

(a) Schedule 3.11(a)(i) hereof contains a list of all real property
leases (the "Real Property Leases") to which the Company or the Bank is a
party, either as lessor or lessee (the facilities subject to such Real
Property Leases being referred to as the "Leased Facilities"). Each of the
Real Property Leases is in full force and effect and, to the Knowledge of
the Company, neither the Company nor the Bank, nor any other party thereto
has committed any default thereunder. Neither the Company nor the Bank is
subject to any increase in rentals or other costs in connection with any
Leased Facility of which the Company or the Bank is lessee which is not
provided for in the applicable Real Property Lease. Except as set forth on
Schedule 3.11(a)(ii) hereof, 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)(i) 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 the Bank 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, to the Knowledge of the
Company, neither the Company nor the Bank nor any other party thereto has
committed any default thereunder. Neither the Company nor the Bank is
subject to any increase in rentals or other costs in connection with any
Leased Personal Property of which the Company or the Bank is the lessee
which is not provided for in the applicable Personal Property Lease. Except
as set forth on Schedule 3.11(b)(ii) hereof, no Consent is necessary under
the terms of any such Lease in connection with the consummation of the
transactions contemplated hereby.

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Section 3.12 Intangible Properties.

(a) To the Knowledge of the Company, none of the assets of the Company
or the Bank 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.

(b) To the Knowledge of the Company, neither the Company nor the Bank
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 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 and the Bank.
To the Knowledge of the Company, the Company or the Bank own the entire
right, title and interest therein and each thereof is in full force and
effect, except for those the absence of which is not reasonably likely to
have a Material Adverse Effect on the Company or the Bank.

(d) The Company and the Bank 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 the Bank, as such
business is and has been normally conducted.

Section 3.13 Regulatory Filings. The Company and the Bank have timely filed
all 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 Bank, to
the Knowledge of the Company, no Governmental Entity has initiated any
proceeding or investigation into the business or operations of the Company or
the Bank. There is no unresolved material violation, criticism, or exception by
any Governmental Entity with respect to any written report or statement
relating to any examinations of the Company or the Bank. The Company has made
available to Gold Banc all reports of examinations conducted by any
Governmental Entity with respect to the Company or the Bank during the
preceding three (3) years. The Company will also make available to Gold Banc
any subsequent reports of examination received from any Governmental Entity
between the date hereof and the Effective Time.

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 Bank have been
delivered or made available to Gold Banc. 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 Bank are parties are sufficient for compliance with all
material requirements of Law and all material agreements to which the Company
or the Bank is a party, except for any noncompliance that would not have a
Material Adverse Effect on the Company or the Bank, and will be maintained by
the Company and the Bank until the Effective Time. Neither the Company nor the
Bank has been refused any insurance with respect to any material assets or
operations, nor has coverage been limited in any respect material to their
operations by any insurance carrier to which they have applied for any such
insurance or with which they have carried insurance during the last five (5)
years.

Section 3.15 Compliance with ERISA. Neither the Company nor the Bank has
established, maintained or contributed at any time during the five-year period
ending as of the Effective Time to any employee benefit plan (as defined in
Sections 3(3) or 3(37) of 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 to Gold Banc together with (i) all
determination letters

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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. To the Knowledge of the Company, 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 or the
Bank, 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 Bank (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 Knowledge of the Company: (i) the
operations of the Company and the Bank 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 the Bank 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 the
Bank 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 the Bank may be liable; (iii) none of the operations of the Company or the
Bank nor any of the properties owned by the Company or the Bank is the subject
of any federal, state or local investigation in evaluating whether any remedial
action is needed to respond to a release or threatened release of any hazardous
waste or substance from whatever source; (iv) no condition or event has
occurred which, with notice or the passage of time or both, would constitute a
violation of any environmental Law and neither the Company nor the Bank has had
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 the Bank; (v) there are no
underground storage tanks (as defined in 42 U.S.C. (S) 6991) now or heretofore
located on any real property owned or leased by the Company or the Bank; (vi)
neither the Company nor the Bank has ever been notified by a Governmental
Entity, or any private party, that the Company or the Bank 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.

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 Bank 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 the Bank, then such environmental problem shall constitute a
Material Adverse Change in the Company.

Section 3.17 Labor Matters.

(a) To the Knowledge of the Company, the Company and the Bank 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 Company or the Bank.

(b) Neither the Company nor the Bank has received any notice of any
unfair labor practice complaint against the Company or the Bank pending
before the National Labor Relations Board.

(c) Neither the Company nor the Bank 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
the Bank.

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(d) No grievance or arbitration proceeding by any employee is pending
and no claim therefor has been asserted against the Company or the Bank.

(e) Neither the Company nor the Bank is experiencing any material work
stoppage.

Section 3.18 Year 2000 Compliance. The Company and the Bank have (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 Bank's respective business and
operations will be Year 2000 Compliant.

Section 3.19 Legal Proceedings. Except as disclosed on 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 the Bank, 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 the Bank 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 on Section 3.15 hereof;

(c) material lease or license with respect to any property, real or
personal, whether the Company or the Bank is landlord or tenant, licensor
or licensee, involving a liability or obligation of the Company or the Bank
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 the Bank, excluding items made in the ordinary course of
business;

(e) agreement with any present or former officer, director, shareholder
or affiliate of the Company or the Bank, 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 the Bank or which
involve a payment by the Company or the Bank of more than $15,000 on an
annual basis.

Section 3.21 Required Consents. Except as set forth on Schedule 3.21 hereof,
no Consent of any Person or Governmental Entity is necessary for the
consummation by the Company or the Bank of this Agreement or any of the
transactions contemplated hereby (including the Bank Merger), other than such
Consent, which if not obtained, would not be reasonably likely to have a
Material Adverse Effect on the Company or the Bank.

Section 3.22 Broker's Fees. Other than the engagement of Keefe Bruyette &
Woods, Inc. described on Schedule 3.22 hereof, neither the Company, the Bank
nor any of the directors, trustees, officers or employees of the Company or the
Bank, 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 No Material Adverse Change. Except as set forth on Schedule
3.23 hereof, from July 31, 1999 until the date hereof, to the Knowledge of the
Company, there has been no Material Adverse Change in the Company or the Bank,
or in the relationship of the Company or the Bank with respect to their
employees, creditors, suppliers, distributors or customers.

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Section 3.24 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 during the due
diligence period;

(b) Except as set forth on Schedule 3.24(b) hereof, neither the Company
nor the Bank is a party to any written or oral loan agreement, note, or
borrowing arrangement, including any loan guaranty, with any director or
executive officer of the Company or the Bank, or any person, corporation or
enterprise controlling, controlled by or under common control with any of
the foregoing;

(c) Neither the Company nor the Bank 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 Company or the Bank.

Section 3.25 Opinion of Financial Advisors. The Company has received the
written opinion of Keefe Bruyette & Woods, Inc., investment advisor to the
Company ("Investment Advisor Opinion"), to the effect that, as of the date of
the Investment Advisor Opinion, 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 3.26 Accounting Matters. To the Knowledge of the Company, neither
the Company nor the Bank has 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-interests under GAAP.

Section 3.27 Beneficial Ownership of Gold Banc Common Stock. As of the date
hereof, neither the Company nor the Bank "beneficially owns" (as defined in
Rule 13d-3 under the Exchange Act) in the aggregate any Gold Banc Common Stock.

Section 3.28 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) through the date hereof.

Section 3.29 Company Convertible Debentures.

(a) As of the date hereof, the aggregate principal amount of Company
Convertible Debentures outstanding is $770,000.

(b) The net book value per share of Company Common Stock, as established
by the Company's audited financial statements, dated as of December 31,
1992, was $13.95 per share. Pursuant to paragraph 9(b) of each Company
Convertible Debenture, (i) as of the date hereof, the outstanding principal
amount of and all accrued and unpaid interest of the Company Convertible
Debenture is convertible into nonvoting common stock of the Company and
(ii) when the same has been amended as contemplated by Section 5.20 hereof,
each $5,000.00 of outstanding principal amount of the Company Convertible
Debenture will be convertible into 358 shares of Company Common Stock.

(c) Pursuant to paragraph 5 of each Company Convertible Debenture, the
Company has the right, on thirty (30) days prior written notice, to prepay
all or any part of the principal amount of Company Convertible Debentures
without penalty.

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Section 3.30 Undisclosed Liabilities; Adverse Agreements.

(a) Except as disclosed in the Schedules attached hereto or the
Company's Financial Statements, there are no liabilities of the Company or
the Bank of any kind whatsoever, whether accrued, contingent, absolute,
determined, determinable or otherwise, that are reasonably likely to have a
Material Adverse Effect on the Company or the Bank.

(b) Neither the Company nor the Bank is a party to any Order, or subject
to any Law, which is reasonably likely to result in a Material Adverse
Effect on the Company or the Bank.

Section 3.31 Absence of Certain Events. Except as contemplated by this
Agreement or as set forth on Schedule 3.31 hereof, since July 31, 1999, the
Company and the Bank 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 or the Bank, (ii) any amendment of any term
of any outstanding security of the Company or the Bank, (iii) any repurchase,
redemption or other acquisition by the Company or the Bank of any outstanding
shares of capital stock or other securities of, or other ownership interests
in, the Company or the Bank, (iv) any incurrence, assumption or guarantee by
the Company or the Bank of any indebtedness for borrowed money (other than
customer deposits in the Bank, FHLB advances, federal funds purchases, letter
of credit transactions with correspondent banks, Federal Reserve borrowings and
foreign currency exchanges); (v) any creation or assumption by the Company or
the Bank of any Lien on any of their assets, other than any Lien that is not
reasonably likely to have a Material Adverse Effect on the Company; (vi) any
making of any material loan, advance or capital contributions to or any
material investment in any Person; (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 the
Bank, (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 the Bank, except for annual or
merit increases in accordance with past practices, (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 the Bank or
(d) increase in compensation, bonus or other benefits payable to any director,
officer or employee of the Company or the Bank, 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 Company or the Bank, taken as a whole.

Section 3.32 Disclosure. Copies of all documents heretofore or hereafter
delivered or made available to Gold Banc pursuant hereto are and will be
complete and accurate. No representation or warranty of the Company in this
Agreement or any other document delivered pursuant hereto or any document,
certificate or exhibit furnished or to be furnished by the Company pursuant to
this Agreement or in connection with the transactions contemplated hereby
contains or will contain any untrue statement of a material fact or omits or
will omit a material fact necessary to make the statements contained herein or
therein not misleading. To the Knowledge of the Company, there is no fact which
the Company has not disclosed in writing to Gold Banc which is reasonably
likely to have a Material Adverse Effect, on the Company or the Bank.

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 each of which
shall not be affected by any investigation heretofore or hereafter made 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

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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 is not
reasonably likely to have a Material Adverse Effect on Gold Banc.

(b) Gold Bank is a wholly-owned subsidiary of Gold Banc and is a
federally chartered banking association. Gold 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 is not reasonably
likely to have a Material Adverse Effect on Gold Bank.

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.

(b) Gold Bank. As of the date hereof, the authorized capital stock of
Gold Bank consists only of 10,000 shares of Gold Bank Common Stock, par
value $100.00 per share, of which 2375 shares are issued and outstanding.
All of the issued and outstanding shares of Gold Bank Common Stock are
owned beneficially and of record, free and clear of all Liens, by Gold
Banc. All outstanding shares of Gold Bank Common Stock 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 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, 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.
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, and constitutes, or will constitute, the legal,
valid and binding obligations of Gold Banc, enforceable against Gold Banc
in accordance with their terms.

(b) Gold Bank has all requisite corporate power and authority to enter
into the Bank Merger Agreement and all other agreements to be executed and
delivered by Gold Bank pursuant thereto and to perform its obligations
thereunder, and to consummate the transactions contemplated thereby. The
execution and delivery of the Bank Merger Agreement and all other
agreements to be executed and delivered by Gold Bank pursuant thereto, the
performance of Gold Bank's obligations thereunder, and the consummation of
the transactions contemplated thereby, have been duly authorized by all
necessary corporate action on the part of Gold Bank. The Bank Merger
Agreement and all other agreements to be executed and delivered by Gold
Bank will be duly executed and delivered by Gold Bank and will constitute
the legal, valid and binding obligations of Gold Bank, enforceable against
Gold Bank in accordance with their terms.

Section 4.4 Shareholder 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 this Agreement and the Merger contemplated
hereby, subject to

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their fiduciary duties. The affirmative vote of the holders of a majority
of the outstanding shares of Gold Banc Common Stock 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 Merger and the transactions
contemplated hereby. No approval of a number of outstanding shares of
capital stock of Gold Banc greater than that required by the relevant
statutory provisions is required for approval of this Agreement and the
consummation of the transactions contemplated hereby.

(b) The Board of Directors of Gold Bank will direct that the Bank Merger
Agreement and the transactions contemplated thereby be submitted to Gold
Bank's sole stockholder for approval and, except for adoption of the Bank
Merger Agreement by the requisite vote of Gold Bank's sole stockholder, no
other Gold Bank stockholder action is necessary to approve the Bank Merger
Agreement and to consummate the transactions contemplated thereby. The
Board of Directors of Gold Bank will recommend that Gold Bank's sole
stockholder approve the transactions contemplated hereby, subject to their
fiduciary duties. The affirmative vote of the holders of two-thirds of the
outstanding shares of Gold Bank Common Stock is the only vote of the
holders of any class or series of Gold Bank's capital stock necessary to
approve the Bank Merger Agreement and to consummate the transactions
contemplated thereby. No approval of a number of outstanding shares of
capital stock of Gold Bank greater than that required by the relevant
statutory provisions is required for approval of the Bank Merger Agreement
and the consummation of the transactions contemplated thereby.

Section 4.5 Status of Gold Banc Common Stock to be Issued. The shares of
Gold Banc Common Stock into which the shares of Company Common Stock are to be
exchanged or converted pursuant to the Merger, and the shares of Gold Banc
Common Stock into which the shares of Bank Common Stock are to be exchanged
pursuant to the Bank Merger, will be, when delivered as specified in this
Agreement and the Bank Merger 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 Gold Bank pursuant
hereto, the performance of the obligations of Gold Banc and Gold Bank
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 Gold Bank (ii) any provision of any Contract, Lien,
Order or other restriction of any kind or character to which Gold Banc or
any subsidiary of Gold Banc is a party, or by which Gold Banc or any
subsidiary of Gold Banc 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 any subsidiary of Gold Banc, except in the case of Sections
4.6(a)(ii) and (iii), such conflicts, violations, breaches or defaults
which are not reasonably likely to have a Material Adverse effect on Gold
Banc.

(b) Gold Banc and each subsidiary of Gold Banc has 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 any subsidiary of Gold Banc, except
for any violations, breaches or defaults which are not reasonably likely to
have a Material Adverse Effect on Gold Banc.

(c) All Licenses required or necessary for Gold Banc or any subsidiary
of Gold Banc to carry on their respective businesses as they are currently
conducted have been obtained and are in full force and effect. Gold Banc,
and each subsidiary of Gold Banc is in compliance with all terms of the
Licenses, except where the failure to so comply is not reasonably likely to
have a Material Adverse Effect on Gold Banc.

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,
1997 (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

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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 the
case of the unaudited statements, to normal, recurring adjustments, none of
which will be 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. From July 31, 1999 until the date hereof, to the Knowledge of
Gold Banc, there has been no Material Adverse Change in the financial condition
of Gold Banc or in the relationship of Gold Banc with respect to its employees,
creditors, suppliers, distributors or customers.

Section 4.8 Information Supplied. 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 or the Bank Merger
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, other than information supplied in writing
by the Company, or (ii) the Proxy Statement will, at the date mailed to
shareholders of the Company and of the Bank, or at the time of the meetings of
such shareholders to be held in connection with the Merger and the Bank Merger,
or at the Effective Time or the Bank Merger 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 by the Company. If at any time prior to the Effective Time
or the Bank Merger Effective Time, any event with respect to Gold Banc or any
subsidiary of Gold Banc 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 Registration Statement or the Proxy 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 shareholders of the Company and the
Bank. The Proxy Statement, insofar as it relates to Gold Banc 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 Taxes. Gold Banc and each subsidiary of Gold Banc has timely
filed all tax returns required to be filed by it, and Gold Banc and each
subsidiary of 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. To the Knowledge of Gold Banc 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 or any subsidiary of Gold
Banc, any deficiency or claim for additional taxes. Neither Gold Banc nor any
subsidiary of Gold Banc 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 of Gold Banc or any subsidiary of Gold
Banc. To the Knowledge of Gold Banc, neither Gold Banc nor any subsidiary of
Gold Banc has

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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 Gold Banc.

Section 4.10 Regulatory Filings. Gold Banc and each subsidiary of 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 and
any subsidiary of Gold Banc, to the Knowledge of Gold Banc, no Governmental
Entity has initiated any proceeding or investigation into the business or
operations of Gold Banc or any subsidiary 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 or any subsidiary of Gold Banc. Gold Banc has made available to the
Company all reports of examinations conducted by any Governmental Entity with
respect to Gold Banc or the subsidiaries of 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 4.11 Legal Proceedings. Except as disclosed on Schedule 4.11 hereof,
there are no Actions pending or threatened against or affecting the properties,
assets, rights or business of Gold Banc or any subsidiary of Gold Banc, or the
right to carry on or conduct their respective businesses. 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.

Section 4.12 Required Consents. Except as set forth on Schedule 4.12 hereof,
no Consent of any Person or Governmental Entity is necessary for the
consummation by Gold Banc of this Agreement or any of the transactions
contemplated hereby (including the Bank Merger) other than any Consent, which
if not obtained would not be reasonably likely to have a Material Adverse
Effect on Gold Banc.

Section 4.13 Broker's Fees. Neither Gold Banc nor any of its 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 4.14 Year 2000 Compliance. Gold Banc and each subsidiary of Gold
Banc 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 any subsidiary of
Gold Banc's respective business and operations will be Year 2000 Compliant.

Section 4.15 No Material Adverse Change. No Material Adverse Change. Except
as set forth in Schedule 4.15 hereof, from July 31, 1999 until the date hereof,
to the Knowledge of Gold Banc, there has been no Material Adverse Change in the
financial condition of Gold Banc or in the relationship of Gold Banc with
respect to its employees, creditors, suppliers, distributors or customers.

Section 4.16 Undisclosed Liabilities; Adverse Agreements.

(a) Except as disclosed in the Schedules hereto, there are no
liabilities of Gold Banc or any subsidiary of Gold Banc of any kind
whatsoever, whether accrued, contingent, absolute, determined, determinable
or otherwise, that are reasonably likely to have a Material Adverse Effect
on Gold Banc.

(b) Neither Gold Banc nor any subsidiary of Gold Banc is a party to any
Order which is reasonably likely to result in a Material Adverse Effect on
Gold Banc.

Section 4.17 Disclosure. Copies of all documents heretofore or hereafter
delivered or made available to the Company pursuant hereto are and will be
complete and accurate. No representation or warranty of Gold Banc in this
Agreement or any other document delivered pursuant hereto or 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 contains or will contain any untrue statement of a material fact or

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omits or will omit a material fact necessary to make the statements contained
herein or therein not misleading. To the Knowledge of Gold Banc, there is no
fact which Gold Banc has not disclosed in writing to the Company which is
reasonably likely to have a Material Adverse Effect on Gold Banc.

ARTICLE V

COVENANTS OF 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 two Business Days of receipt of written request for such
consent, and except as otherwise expressly contemplated herein, the Company
shall and shall cause the Bank 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 the Bank's
relationships with suppliers, customers and employees, (iv) perform the
Company's and the Bank's obligations under the Contracts and Licenses, (v)
comply with all applicable Laws, (vi) maintain as valid and enforceable all
policies of insurance as referenced in Section 3.14 herein, (vii) provide
monthly updates to Gold Banc and Gold Bank with respect to those loans
reflected on the list previously provided to Gold Banc and Gold Bank as
referenced in Section 3.24(a) herein, and (viii) 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, 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 the Bank to
do or agree to commit 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 two Business Days of receipt of
written request for such consent:

(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 including, without limitation, renewals and extensions of
existing loans and commitments to loan;

(b) purchase or invest in any securities, other than United States
government obligations or other securities backed by the full faith and
credit of the United States having a maturity of not more than two years
from the date of purchase;

(c) amend or adopt any employee benefit plan or grant any increase in
the rates of pay of their employees or any increase in the compensation
payable or to become payable, if any, to any director, officer, 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, except for annual or merit increases and year-end
bonuses awarded, in each case in accordance with past practices; provided,
however, that such year-end bonuses may be paid on a pro rata basis on or
prior to the Closing Date;

(d) make any capital expenditure or enter into any material contract or
commitment (except loan commitments as permitted in Subparagraph (a) of
this Section 5.2); involving an obligation or commitment in excess of
$25,000 or engage in any transaction not in its usual and ordinary course
of business and consistent with past practices;

(e) except as set forth on Schedule 5.2(e) hereof, 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 the Bank, split, combine or
reclassify any shares of its capital stock or, directly or indirectly,
redeem, purchase or otherwise acquire any share of the capital stock of the
Company or the Bank;

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(f) amend the Articles of Incorporation, Bylaws or any other governing
document of the Company or the Bank or make any change in the authorized,
issued or outstanding capital stock (or any change in the par value
thereof) of Company or the Bank;

(g) acquire or purchase any assets of or make any investment in any
financial institution other than the purchase of loans or participations
therein in the ordinary course of business;

(h) except as set forth on Schedule 5.2(h) hereof, 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 the Bank, other than in
connection with foreclosures, settlements in lieu of foreclosure or
troubled loan or debt restructuring in the ordinary course of business
consistent with prudent banking practices;

(j) take any action that is intended or may reasonably be expected to
result in any of its representations and warranties set forth in this
Agreement being or becoming untrue in any material respect, or in any of
the conditions to the Merger set forth in Article VII not being satisfied,
or in a violation of any 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 the Bank is a party or by which the Company or the Bank or their
respective properties is bound, except that the Company shall have the
right to (i) prepay the Company Convertible Debentures as contemplated by
Section 5.18 hereof and (ii) prepay, in whole or in part, its currently
outstanding bank stock loan;

(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 the Bank 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; or

(r) incur or guaranty any debt (other than customer deposits in the
Bank, FHLB advances, federal funds purchases, letter of credit transactions
with correspondent banks, Federal Reserve borrowings and foreign currency
exchanges).

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 the Bank. All such access
shall be conducted in a manner that does not interfere unreasonably with the
normal conduct of the business of the Company and the Bank. 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 Right to Attend Meetings. The Company shall give reasonable
notice to Gold Banc of all meetings of the Board of Directors or Executive
Committee of the Company and of the Bank and, if known, the agenda for business
to be discussed at such meetings and, with the permission of the Company, a
representative of Gold Banc may attend any such meetings as an observer;
provided, however, in the event the Board of Directors or Executive Committee
of the Company or the Bank desires to discuss confidential matters related to
Gold Banc or the Merger, they may dismiss the representative of Gold Banc from
such meetings. The Bank shall give reasonable notice of, and shall allow a
representative of Gold Banc to attend, all loan committee meetings of the Bank.
The Company and the Bank shall provide to Gold Banc all written information
provided to the directors in connection with all such board and committee
meetings or otherwise provided to such directors and shall provide any other
financial reports or other analyses prepared for senior management of the
Company or the Bank.

Section 5.6 Data Processing. The Company shall, and shall cause the Bank to,
cooperate with Gold Banc in taking those planning actions necessary to be in a
position to convert its data processing procedures and formats to procedures
and formats used by Gold Banc. Gold Banc shall provide such assistance and
consultation as the Company may reasonably require in such planning process.

Section 5.7 No Solicitation.

(a) Except with respect to the Agreement and the transactions
contemplated hereby, neither the Company, nor the Bank, or any officer,
director, trustee or employee of, or any investment banker, attorney or
other advisor or representative of, the Company or the Bank, shall,
directly or indirectly, (i) solicit, initiate 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,
or Gold Bank, an affiliate or associate of Gold Banc or Gold Bank or an
officer, employee or other authorized representative of Gold Banc, Gold
Bank 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 the
Bank 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 2.12 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) 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.

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(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 5.8 Regulatory Approvals. Subject to the terms and conditions of
this Agreement, the Company agrees to, and to cause the Bank 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 5.9 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 5.10 Tax Returns. The Company shall prepare income tax returns for
the Company and the Bank from the commencement of the current fiscal year
through the Effective Time with such returns to be completed within ninety (90)
days after the Effective Time.

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 or to any holder of Company Common Stock who dissents
from the Merger).

Section 5.12 Pooling-of-Interests Accounting Treatment.

(a) The Company shall not intentionally take or cause or permit to be
taken any action before the Effective Time which would disqualify the
Merger from receiving pooling-of-interests accounting treatment.

(b) Within thirty (30) days after the execution and delivery of this
Agreement, the Company shall use its best efforts to obtain from the
Company's Accountants and deliver to Gold Banc a letter stating that the
Company is eligible to participate in a pooling-of-interests transaction
(the "Pooling Letter").

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 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 Confidentiality. Except as and to the extent required by Laws,
the Company and the Bank 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, the Bank 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

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to the Company, the Bank or their representatives not bound by a duty of
confidentiality or such information becomes publicly available through no fault
of the Company 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
Bank 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 5.16 Employee Benefit Plans. 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 Company
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) except as set forth immediately above in (i)
of this paragraph, cease all other contributions to the 401(k) Plan as of the
day before the Closing Date; (iii) terminate the 401(k) Plan and fully vest all
participant account balances in such plan as of the day before the Closing
Date; (iv) resign as plan administrator of the 401(k) Plan; and (v) secure the
resignation of the current trustees of the 401(k) Plan. Gold Banc 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.

Section 5.17 Legal Proceedings. The Company agrees to advise Gold Banc if at
any time between the date hereof and the Effective Time, any legal proceeding
as described in Section 3.19 hereof is initiated or, to the Knowledge of the
Company, threatened.

Section 5.18 Regarding Company Convertible Debentures.

(a) At least thirty (30) days prior to the Closing Date, the Company
shall call all outstanding Company Convertible Debentures by providing each
debenture holder with written notice of its intent to prepay all of the
Company Convertible Debentures that are not converted into Company Common
Stock.

(b) The Company shall pay each debenture holder all accrued and unpaid
interest on the Company Convertible Debentures.

(c) At the time the Company calls the Company Convertible Debentures in
accordance with Section 5.18(a) hereof, the Company will also provide each
debenture holder with the following:

(1) Notice of the Company's intent to prepay all Company Convertible
Debentures which are not converted into shares of Company Common Stock.

(2) A statement to each debenture holder that it may be advisable
and in such debenture holder's best interests to elect to convert the
holder's Company Convertible Debentures into Company Common Stock.

(3) Any documentation necessary to effect the conversion of Company
Convertible Debentures into Company Common Stock.

(4) A copy of the Proxy Statement.

Section 5.19 Bank Merger. The Company shall take, and shall cause the Bank
to take, all actions necessary to effectuate the Bank Merger.

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Section 5.20 Amendment of Company Convertible Debentures. Within thirty (30)
days after the date hereof, each Company Convertible Debenture will be amended,
in a form previously presented to and approved by Gold Banc, to provide that
the principal amount of each Company Convertible Debenture is convertible into
Company Common Stock and all accrued and unpaid interest that is or will become
due on the Company Convertible Debentures must be paid by the Company at the
time of such conversion.

ARTICLE VI

COVENANTS OF GOLD BANC

Section 6.1 Regulatory Approvals. Subject to the terms and conditions of
this Agreement, Gold Banc agrees to use its reasonable best efforts to secure
as expeditiously as practicable all the necessary approvals, regulatory or
otherwise, needed to consummate the transactions contemplated herein and agrees
to exercise its best efforts to file applications relating to such approvals as
soon as is reasonably possible. Gold Banc 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, including,
without limitation, promptly providing the Company a copy of any order or other
action with respect to such application.

Section 6.2 Information. Gold Banc 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 herein.

Section 6.3 Tax-Free Reorganization Treatment. Gold Banc shall not
intentionally take or cause to be taken any action, whether before or after the
Effective Time, which would disqualify the Merger as a tax-free
"reorganization" within the meaning of Section 368(a) of the Code.

Section 6.4 Employee Benefit Plans; Prior Service Credit. Employees of the
Company or the Bank shall be eligible to participate in all Gold Banc employee
welfare benefit plans 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 the Bank 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 Banc 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 will not disclose or use, and will direct their representatives not
to disclose or use to the detriment of the Company or the Bank any Company
Confidential Information, furnished, or to be furnished, to Gold Banc, Gold
Bank 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 Bank and their business unless (a) such information is already known to
Gold Banc, Gold Bank or their representatives not bound by a duty of
confidentiality or such information becomes publicly available through no fault
of Gold Banc, Gold Bank 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 Gold Bank 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.

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Section 6.7 Pooling-of-interests 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-interests accounting treatment.

Section 6.8 Cooperation by Gold Banc. Gold Banc 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 including using commercially
reasonable efforts to obtain all required Consents.

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 Legal Proceedings. Gold Banc agrees to advise the Company if at
any time between the date hereof and the Effective Time, any legal proceeding
as described in Section 4.11 hereof, is initiated or, to the Knowledge of Gold
Banc, threatened.

Section 6.11 Employment Agreements. Gold Banc shall use commercially
reasonable efforts to negotiate and enter into the Employment and Non-Compete
Agreements contemplated by Section 8.13.

Section 6.12 Bank Merger. Gold Banc shall take, and shall cause Gold Bank to
take, all actions necessary to effectuate the Bank Merger.

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 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. Gold Banc 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.

Section 7.4 Approval by Shareholders. The shareholders of the Company shall
have duly approved and adopted this Agreement, the Merger and the transactions
contemplated hereby to the extent required by

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applicable Law and the Articles of Incorporation and Bylaws of the Company and
the Bank and shall have terminated the shareholders agreement referred to in
Schedule 3.2(a)(ii) hereof, and the stockholders of Gold Banc 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.

Section 7.5 Adverse Changes. From the date hereof to the Closing Date, there
shall have been no Material Adverse Change in Gold Banc, 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 shareholders in form and substance reasonably satisfactory to the Company
and Company's Counsel, dated the Closing Date, to the effect that the Merger
will be a tax-free reorganization under Section 368(a) of the Code and no gain
or loss will be recognized by the shareholders of the Company, except for
recognition of gain or loss with respect to cash paid to holders of Company
Common Stock who dissent from the Merger.

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 $10.50.

Section 7.9 Fairness Opinion. The Company shall have received an opinion,
dated the Closing Date, rendered by Keefe Bruyette & Woods, Inc., affirming and
reissuing the Investment Advisor Opinion, and stating that, in the opinion of
such firm, the Exchange Ratio is fair, from a financial point of view, to the
holders of the Company Common Stock, and that the Investment Advisor Opinion is
not withdrawn or substantially qualified by Keefe Bruyette & Woods, Inc.

ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF GOLD BANC AND GOLD BANK

The obligations of Gold Banc 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 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 the Bank shall have
performed in all material respects all agreements and covenants required by
this Agreement to be performed by it or him 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 Company or the Bank.

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 BHC
Act and any other applicable federal or state banking regulatory statute or
rule, and no such order, Consent or

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<PAGE>

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.

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.

(a) On the Closing Date, the Total Equity Capital of the Bank shall be
not less than $10,000,000.00, and the reserve for loan and lease loss of
the Bank shall be not less than 1.5% of the aggregate amount of all
outstanding loans.

(b) On the Closing Date, the Total Equity Capital of the Company shall
not be less than $6,700,000.00, the total indebtedness (including Company
Convertible Debentures) of the Company (on an unconsolidated basis) shall
not exceed $4,000,000.00, and the cash and cash equivalents of the Company
shall not be less than $1,900,000.00 (minus the amount thereof used to pay
down indebtedness of the Company).

(c) 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 Gold Bank hereunder.

Section 8.6 Approval by Shareholders. The shareholders 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 Articles
of Incorporation and Bylaws of the Company and shall have terminated the
shareholders agreement referred to in Schedule 3.2(a)(ii) hereof, and the
shareholders of Gold Banc 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.

Section 8.7 Tax Representations. The Company and each shareholder 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 8.10 hereof.

Section 8.8 Affiliate Letters. Each person who is an "affiliate" (for
purposes of Rule 145 under the Securities Act and for pooling-of-interests
accounting treatment) of the Company and the Bank at the time this Agreement is
submitted to approval of the shareholders of the Company and the Bank shall
deliver to Gold Banc a letter in substantially the form set forth in Exhibit B
(the "Affiliate Letter") hereto.

Section 8.9 Satisfactory Due Diligence. Representatives of the Company and
the Bank shall have cooperated with Gold Banc, Gold Bank and representatives of
Gold Banc and Gold Bank in conducting its due diligence in accordance with the
terms of Section 5.3 above.

Section 8.10 Federal Tax Opinion. Gold Banc shall have received an opinion
of 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, subject
to required recognition of gain or loss with respect to cash paid to holders of
Company Common Stock who dissent from the Merger.

Section 8.11 Opinion of Counsel. Gold Banc shall have received an opinion of
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.

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Section 8.12 Qualification for Pooling-of-Interests Treatment.

(a) Gold Banc shall have received an opinion from Gold Banc's
Accountants 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.

(2) The Company shall have obtained from the Company's Accountants and
delivered to Gold Banc a letter, dated the Closing Date, affirming the
accuracy of their Pooling Letter.

Section 8.13 Employment and Non-Compete Agreements. Frederick B. Poccia,
Jr., Lawrence L. Baughman, Thomas J. Boles and Mark G. Fitzpatrick shall have
executed and delivered to Gold Banc Employment and Non-Compete Agreements in
form and substance reasonably satisfactory to Gold Banc.

Section 8.14 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 8.15 Dissenting Shareholders. Company Dissenting Shares shall not
constitute more than 5% of the outstanding shares of Company Common Stock on
the Closing Date.

ARTICLE IX

NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Section 9.1 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 and the Bank Merger (the "Registration Statement"). The
Company and Gold Banc 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 shareholders'
meetings of the Company, the Bank, Gold Banc and Gold Bank to be called for the
purpose of considering and voting on the Merger and the Bank Merger (the "Proxy
Statement"). The Company, the Bank, Gold Banc and Gold Bank 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 the Bank
to which the Company shall reasonably and timely object in writing. Gold Banc
and the Company shall use their reasonable best efforts to have the
Registration Statement declared effective under the Securities Act as soon as
may be practicable and thereafter each of the Company and the Bank shall
distribute the Proxy Statement to its shareholders in accordance with
applicable laws not fewer than twenty (20) business days prior to the date on
which this Agreement or the Bank Merger Agreement is to be submitted to its
shareholders for voting thereon. If necessary, in light of developments

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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 the Company and the Bank shall mail or
otherwise furnish to its shareholders such amendments or supplements to the
Proxy Statement as may, in the reasonable opinion of Gold Banc 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
shall not be required to maintain the effectiveness of the Registration
Statement after delivery of the Gold Banc Common Stock issued pursuant to the
Merger and the Bank Merger 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 and the Bank 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, but in any event no
later than 20 days following such month-end closing date, 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 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, Tender
Offer materials, 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, Bank 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 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 the Company or
any Subsidiary done or made in connection with the Registration

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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 by April 30, 2000; provided, however, that the right to terminate
this Agreement pursuant to this Section 11.1(b) shall not be available to
any party whose failure to fulfill any obligations under this Agreement has
been the cause of, or resulted in the failure of the Merger to be
consummated on or before such date;

(c) by Gold Banc or the Company upon written notice to the other if any
regulatory approval of the transactions contemplated under the terms of
this Agreement shall be denied, or by Gold Banc 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, as the case may be, (i) if any of the
conditions precedent to the performance of the obligations of the party
giving notice of termination shall not have been fulfilled and cannot be
fulfilled in all material respects on or prior to the Closing Date and
shall not have been waived in writing by such party; or (ii) if a material
breach or material default shall be made by the other party in observance
or in the due and timely performance of any material covenant or agreement
herein contained that cannot be cured on or prior to the Closing Date or,
if capable of being cured, has not been cured within thirty (30) days after
the party for whose benefit this Agreement or covenant was made, has given
written notice to the other party of such breach or default, and shall not
have been waived in writing by such party; or (iii) if there exists any
material inaccuracy, material misrepresentation or material breach of a
representation or warranty made herein by the other party which has not
been waived in writing by the party for whose benefit such warranty or
representation was made or given;

(e) 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;

(f) 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;

(g) by either party, if the stockholders of the Company fail to vote
their approval of this Agreement and the Merger contemplated hereby as
required under the MBCL at the shareholder meetings held pursuant to
Section 10.1 of this Agreement; or

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 in the event of a termination of
this Agreement pursuant to Section 11.1(d)(ii) or (iii) or Section 11.3 hereof,
there shall be no liability on the parties hereto or

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any of their respective directors, officers or shareholders as a result thereof
under this Agreement. A termination under Section 11.1(d)(ii) or (iii) hereof
shall not prejudice any claim for damages which any party may have hereunder or
in law or in equity as a consequence of any matter giving rise to such a
termination of the Agreement. Sections 5.15, 6.6, 10.5, 10.6, 11.2, 11.3, 12.3
and 12.7 shall survive termination of this Agreement.

Section 11.3 Termination Fee; Other Fees.

(a) The Company agrees to pay to Gold Banc upon demand a termination fee
of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Termination
Fee") if this Agreement is terminated (i) by the Company pursuant to
Section 11.1(e) or (ii) by Gold Banc pursuant to Section 11.1(f), and in
such event, collection of the Termination Fee shall be the sole and
exclusive remedy available to Gold Banc.

(b) If this Agreement is terminated by the Company as a result of Gold
Banc's failure or breach under Section 11.1(d)(ii) or (iii), then Gold Banc
shall reimburse the Company for its reasonable out-of-pocket expenses
relating to the Merger (including, without limitation, the fees and
expenses of the Company's Counsel, the Company's Accountants and Keefe
Brayette & Woods, Inc. (other than performance fees)); provided, however,
that such reimbursement shall not constitute the exclusive remedy available
to the Company for any such failure or breach on the part of Gold Banc and
shall not serve as liquidated damages therefor, and shall be cumulative to
all other remedies available to the Company under this Agreement and under
applicable Law.

(c) If this Agreement is terminated by Gold Banc as a result of the
Company's failure or breach under Section 11.1(d)(ii) or (iii), then the
Company shall reimburse Gold Banc for its reasonable out-of-pocket expenses
relating to the Merger (including without limitation the fees and expenses
of Gold Banc's Counsel, Gold Banc's Accountants and Gold Banc's investment
bankers, SEC fees and printing fees); provided, however, that such
reimbursement shall not constitute the exclusive remedy available to Gold
Banc for any such failure or breach on the part of the Company and shall
not serve as liquidated damages therefor, and shall be cumulative to all
other remedies available to Gold Banc under this Agreement and under
applicable Law; provided, further that, in the absence of fraud or wilful
misconduct, except with respect to reimbursement for Gold Banc's out-of-
pocket expenses, the Company shall not be liable for a breach of the
representation set forth in Section 3.26 or the covenant set forth in
Section 5.12(b).

(d) If this Agreement is terminated by Gold Banc pursuant to Section
11.1(c), then Gold Banc shall reimburse the Company for its reasonable
legal fees relating to the Merger, and in such event, collection of such
legal fees shall be the sole and exclusive remedy available to the Company.

Section 11.4 Specific Performance.

(a) Subject to Section 11.1, in the event Gold Banc and Gold Bank 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 Gold Banc 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 from also pursuing an Action to recover any and all
damages resulting from the Company's default hereunder, except to the
extent provided in Section 11.3(c).

(b) Subject to Section 11.1, in the event the Company and the Bank have
performed all of their obligations hereunder and all conditions precedent
to the obligations of Gold Banc and Gold Bank to close have been met or
waived in writing by Gold Banc and Gold Bank, but Gold Banc and Gold Bank
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 Gold Bank hereunder.

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<PAGE>

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 shareholders of Company or Gold Banc, but, after any such
approval, no amendment shall be made which by law requires further approval by
such shareholders 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 by 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, accounting
and investment banking 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 and the Company with respect to the
Merger and supersedes all prior agreements and understandings, whether written
or oral, between them with respect to the Merger contemplated herein. 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:

Frederick B. Poccia, Jr.
First Business Bancshares of Kansas City, Inc.
800 West 47th Street
Kansas City, Missouri 64112
Telephone: (816) 561-1000
FAX: (816) 561-5618

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with a copy to:

Norman E. Fretwell
Spencer, Fane, Britt & Browne LLP
1400 Commerce Bank Bldg.
1000 Walnut
Kansas City, Missouri 64106-2140
Telephone: (816) 474-8100
FAX: (816) 474-3216

If to Gold Banc:

Malcolm M. Aslin
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.

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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.

/s/ Malcolm M. Aslin
By: _________________________________
Name: Malcolm M. Aslin
Title:President

ATTEST:

/s/ Keith E. Bouchey
_____________________________________
Name: Keith E. Bouchey
Title:Secretary

First Business Bancshares of Kansas
City, Inc.

/s/ Frederick B. Poccia, Jr.
By: _________________________________
Name: Frederick B. Poccia, Jr.
Title:President and CEO

ATTEST:

/s/ Gayle A. Matsuoka
_____________________________________
Name: Gayle A. Matsuoka
Title:Secretary

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<PAGE>

FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this "First
Amendment"), dated as of January 21, 2000, is made by and between GOLD BANC
CORPORATION, INC., a Kansas corporation ("Gold Banc"), and FIRST BUSINESS
BANCSHARES OF KANSAS CITY, INC., a Missouri corporation (the "Company").

RECITALS

A. Gold Banc and the Company entered into an Agreement and Plan of
Reorganization, dated as of October 19, 1999 (the "Original Agreement"),
providing for the merger of the Company with and into Gold Banc (the "Merger").

B. Gold Banc and the Company agree that it is in the best interests of the
parties for Gold Banc to increase the exchange ratio by giving more shares of
Gold Banc Common Stock to the Company shareholders as Merger consideration and
for the Company to eliminate the condition to closing that the Average Gold
Banc Stock Price is not less than $10.50.

C. Gold Banc and the Company desire to amend the Original Agreement in the
manner set forth in this First Amendment (the Original Agreement, as amended by
this First Amendment, is referred to herein as the "Agreement").

AGREEMENT

1. Definitions. All capitalized terms not otherwise defined herein shall
have the meanings set forth in the Original Agreement.

2. Revised Exchange Ratio. Section 2.7(b) of the Original Agreement is
hereby amended to read as follows:

(b) Each outstanding share of Company Common Stock (excluding Company
Dissenting Shares as defined in Section 2.8 hereof) shall be converted into
10.3552 shares (the "Exchange Ratio") of Gold Banc Common Stock. Fractions
of shares determined pursuant to this Section 2.7(b) shall be rounded to
three decimal places.

3. Conforming Change to Section 2.7. The last sentence of Section 2.7, which
immediately follows Section 2.7(b), shall be deleted.

4. Deletion of Walk Away Price. The text of Section 7.8 of the Original
Agreement is hereby deleted in its entirety and the word "[Reserved]" is
inserted in lieu thereof (with conforming changes to the table of contents).

5. Completion of Merger Section 11.1(b) is hereby amended by deleting the
term "April 30" and replacing it with the term "May 31."

6. Miscellaneous. The parties to this First Amendment ratify and approve all
of the remaining terms and provisions of the Original Agreement not
specifically modified or amended in this First Amendment. In the

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event that any term or provisions of this First Amendment is inconsistent with
the terms and provisions of the Original Agreement, the terms and provisions of
this First Amendment shall control.

7. Counterparts. This First Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which, taken together, shall
constitute a single instrument.

8. Governing Law. This First Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of Kansas.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

GOLD BANC CORPORATION, INC.

/s/ Michael W. Gullion
By:
-----------------------------------
Name: Michael W. Gullion
Title: President and Chief
Executive Officer

Attest:

/s/ Keith E. Bouchey
- -------------------------------------
Name:
Keith E. Bouchey
Title:
Secretary

First Business Bancshares Of Kansas
City, Inc.

/s/ Frederick B. Poccia, Jr.
By:
-----------------------------------
Name:Frederick B. Poccia, Jr
Title:
President and Chief Executive
Officer

Attest:

/s/ Gayle Matsuoka
- -------------------------------------
Name:
Gayle Matsuoka
Title:
Secretary

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<PAGE>

Appendix B

Bank Merger Agreement

THIS BANK MERGER AGREEMENT (this "Agreement"), dated as of December 10,
1999, is made by and between FIRST BUSINESS BANK OF KANSAS CITY, N.A., a
national banking association (the "Bank") and a subsidiary of First Business
Bancshares of Kansas City, Inc., a Missouri corporation ("Company"), and GOLD
BANK, N.A., currently a national banking association (including its successors
as described herein, "Gold Bank") and a direct subsidiary of Gold Banc
Corporation, Inc., a Kansas corporation ("Gold Banc"). The principal banking
office of the Bank is located at 800 W. 47th St., Kansas City, Missouri 64112.
The principal banking office of Gold Bank is located at 11301 Nall Avenue,
Leawood, Kansas 66211.

RECITALS

A. Gold Banc and the Company are parties to an Agreement and Plan of
Reorganization, dated as of October 19, 1999 (the "Merger Agreement"), which
provides, among other things, that the Company will merge with and into Gold
Banc (the "Merger"). Capitalized terms used herein that are not otherwise
defined herein shall have the meanings given to such terms in the Merger
Agreement.

B. Gold Bank, currently a national bank, is in the process of converting to
a Kansas banking association (the "Conversion") that will be a member of the
Federal Reserve System (the "Federal Reserve").

C. Pursuant to a Plan and Agreement of Reorganization, dated October 21,
1999 (the "Combination Agreement"), each of Citizens State Bank & Trust Co., a
Kansas banking association, First National Bank in Alma, a national banking
association, Farmers State Bank, a Kansas banking association, Peoples State
Bank, a Kansas banking association, The First State Bank and Trust Co., a
Kansas banking association, Farmers National Bank, a national banking
association, and The Peoples National Bank, a national banking association, are
merging with and into Gold Bank (the "Combination"). Gold Bank will be the
continuing bank, and upon completion of the combination, will be a wholly-owned
subsidiary of Gold Banc Acquisition Corporation II, Inc., a Kansas corporation
("Acquisition Corporation").

D. The parties hereto desire that the Bank shall merge with and into Gold
Bank upon the terms and conditions hereinafter set forth (the "Bank Merger"),
and in accordance with the rules and regulations of the Federal Reserve, the
Kansas Banking Department and any other applicable federal or state regulator.

E. The Conversion and the Combination will be completed, and Acquisition
Corporation will be dissolved, prior to the Bank Merger.

F. The majority of the entire boards of directors of the Bank and of Gold
Bank deem the Bank Merger advisable and in the best interests of their
respective banks and have approved this Agreement and authorized its execution.

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 is hereby acknowledged, the parties hereto
agree as follows:

ARTICLE I

THE BANK MERGER

Section 1.1 The Bank Merger. At the Bank Merger Effective Time (as
hereinafter defined), in accordance with the provisions of this Agreement, the
Bank shall be merged with and into Gold Bank under the Articles of
Incorporation of Gold Bank, pursuant to the rules and regulations of the
Federal Reserve, the

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<PAGE>

Kansas Banking Department and any other applicable federal or state regulator.
Upon the Bank Merger Effective Time, the name of the banking corporation
(sometimes hereinafter referred to as the "Continuing Bank" whenever reference
is made to it as of the time of the Bank Merger or thereafter) shall be "Gold
Bank". The business of the Continuing Bank shall be that of a Kansas bank with
trust powers. The principal office of Gold Bank shall become the principal
office of the Continuing Bank.

Section 1.2 Bank Merger Effective Time. The Bank Merger shall become
effective upon the receipt of the required approvals from and the filing of all
notices and required documentation with the Federal Reserve, the Kansas Banking
Department or any other applicable federal or state regulators (the "Bank
Merger Effective Time").

Section 1.3 Effect of Bank Merger. From and after the Bank Merger Effective
Time, the Bank Merger shall have the effects on the Bank and Gold Bank, and on
their respective assets and liabilities, set forth in Section 215a(e) of the
National Bank Act ("NBA") and Section 17-6709 of the Kansas General Corporation
Code.

Section 1.4 Articles of Agreement and Bylaws. At the Bank Merger Effective
Time, the Articles of Incorporation of Gold Bank in effect immediately prior to
the Bank Merger Effective Time shall continue in full force and effect as the
Articles of Incorporation of the Continuing Bank and the Bylaws of Gold Bank
shall become and continue to be the Bylaws of the Continuing Bank, until either
shall be amended and changed as provided by Law.

Section 1.5 Officers. The officers of the Continuing Bank shall be those
persons who are officers of Gold Bank immediately prior to the Bank Merger
Effective Time, each of whom, subject to the Bylaws of Gold Bank and applicable
laws and regulations, shall hold his or her respective office until the next
annual meeting of the board of directors of the Continuing Bank subsequent to
the Bank Merger Effective Time.

Section 1.6 Taking of Necessary Action. Gold Bank and the Bank shall take
all such action as may be necessary or appropriate in order to effect the
transactions contemplated under this Agreement. If at any time after the Bank
Merger Effective Time any further action is necessary or desirable to carry out
the purposes of this Agreement and to vest Continuing Bank with full title to
all assets, rights, approvals, immunities and franchises of either Gold Bank or
the Bank, the officers and directors of Gold Bank and the Bank, as the case may
be, may take all such lawful and necessary actions.

Section 1.7 Closing. Notwithstanding anything to the contrary contained in
the Merger Agreement, the closing of the Bank Merger will take place
immediately following the Merger on the date and at the location specified in
the Merger Agreement or at such other time, date or place as may be agreed to
by the parties hereto (the "Bank Merger Closing Date").

Section 1.8 Liabilities. From and after the Bank Merger Effective Time, Gold
Bank shall be liable for all liabilities of the Bank which were in existence
immediately prior to the Bank Merger Effective Time.

ARTICLE II

CAPITAL STOCK OF THE CONSTITUENT ASSOCIATIONS

Section 2.1 Bank Capital Stock. At the Bank Merger Effective Time, by virtue
of the Bank Merger and without any action on the part of any holder thereof:

(a) Each share of Bank Common Stock that is either authorized but
unissued or held in the treasury of the Bank, if any, or held by the Bank
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.

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(b) Each share of Bank Common Stock that is issued and outstanding and
owned by the Surviving Corporation immediately prior to the Bank Merger
Effective Time shall be converted into 0.1181521 shares of Gold Bank Common
Stock.

(c) Each issued and outstanding share of Bank Common Stock (excluding
Bank Dissenting Shares as defined in Section 2.3 hereof), that is not owned
by the Surviving Corporation immediately prior to the Bank Merger Effective
Time, of which there are 41,003 shares on the date hereof, shall be
converted into the number of shares (the "Bank Merger Exchange Ratio") of
Gold Banc Common Stock determined by dividing $101.7346 by the Average Gold
Banc Stock Price, with the Bank Merger Exchange Ratio being rounded to four
decimal places. Notwithstanding the foregoing, (i) if the Average Gold Banc
Stock Price is at or above $13.50 per share, then the Bank Merger Exchange
Ratio shall be 7.5359, and (ii) if the Average Gold Banc Stock Price is at
or below $11.00 per share, then the Bank Merger Exchange Ratio shall be
9.2486. Fractions of shares determined pursuant to this Section 2.1(b)
shall be rounded to three decimal places.

If the Average Gold Banc Stock Price is less than $10.50, then Gold Bank and
the Bank shall in good faith attempt to negotiate a mutually acceptable revised
Bank Merger Exchange Ratio.

Section 2.2 Gold Bank Common Stock. The shares of common stock par value
$100.00 per share, of Gold Bank issued and outstanding immediately prior to the
Bank Merger Effective Time shall remain outstanding and unchanged after the
Bank Merger.

Section 2.3 Dissenting Shares. Notwithstanding anything to the contrary
contained in this Agreement, to the extent appraisal rights are available to
the Bank's shareholders pursuant to the NBA, any shares of Bank Common Stock
held by a person who objects to the Merger, whose shares of Bank Common Stock
were not entitled to vote or were not voted in favor of the Bank Merger and who
complies with all of the provisions of the NBA concerning the rights of such
person to dissent from the Bank Merger and to require appraisal of such
person's shares of Bank Common Stock and who has not withdrawn such objection
or waived such rights prior to the Bank Merger Closing Date ("Bank Dissenting
Shares") shall not be converted pursuant to Section 2.1 but shall become the
right to receive such consideration as may be determined to be due to the
holder of such Bank Dissenting Shares pursuant to the NBA, including, if
applicable, any costs determined to be payable by Gold Bank or the Bank to the
holders of the Bank Dissenting Shares pursuant to an order of the district
court in accordance with the NBA.

Section 2.4 Exchange of Certificates.

(a) Gold Bank shall obtain from Gold Banc and shall make available to
the Exchange Agents, at and after the Bank Merger Effective Time, such
number of shares of Gold Banc Common Stock as shall be issuable to the
holders of Bank Common Stock in accordance with Section 2.1(c) hereof. As
soon as practicable after the Bank Merger 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 Bank Common Stock (i) a form letter of transmittal
and (ii) instructions for effecting the surrender of certificates of Bank
Common Stock for exchange into certificates of Gold Banc Common Stock. The
Gold Banc Common Stock into which the Bank Common Stock is being converted
in accordance with Section 2.1 hereof shall be delivered to each
shareholder of the Bank as set forth in a letter of transmittal.
Notwithstanding the foregoing, the Bank will use commercially reasonable
efforts to have available at Closing as many Bank Common Stock certificates
as possible and Gold Banc will make available to the Bank and its
shareholders as many letters of transmittal and instructions for
surrendering the Bank Common Stock as requested.

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<PAGE>

such shareholder shall be entitled, after the Bank Merger Effective Time
and upon the surrender of such shareholder's certificate or certificates
representing shares of Bank Common Stock, to receive from the Exchange
Agents 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
shall make available to the Exchange Agents, as required from time to time,
any cash necessary for this purpose.

(c) As soon as practicable after the Bank Merger Effective Time, the
Exchange Agents shall cancel each certificate for Bank Common Stock that
immediately prior to the Bank Merger Effective Time was owned by the
Surviving Corporation and shall issue to the Surviving Corporation stock
certificates for the required number of shares of Gold Bank Common Stock
determined in accordance with Section 2.1(b) hereof.

Section 2.5 Closing of the Bank Transfer Books. At the Bank Merger Effective
Time, the stock transfer books of the Bank shall be closed and no transfer of
Bank Common Stock shall thereafter be made.

Section 2.6 Dividends. No dividends or other distributions that are declared
after the Bank Merger Effective Time with respect to Gold Banc Common Stock
payable to holders of record thereof after the Bank Merger Effective Time shall
be paid to the Bank shareholders entitled to receive certificates representing
Gold Banc Common Stock until such shareholders surrender to the Exchange Agents
their certificates representing Bank Common Stock. Upon such surrender, there
shall be paid to the shareholder 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 Bank
Merger Effective Time and the time of such surrender, without interest. After
such surrender there shall also be paid to the shareholder 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 Bank Merger 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 shareholders entitled to receive such
dividends be entitled to receive interest on such dividends.

Section 2.7 Adjustments. If at any time during the period between the date
hereof and the Bank Merger 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 Bank Merger Exchange Ratio shall be adjusted on a pro rata basis.

ARTICLE III

COVENANTS

Section 3.1 Covenants of Gold Bank and the Bank. During the period from the
date of this Agreement and continuing until the Bank Merger Effective Time,
each of the parties hereto agrees to observe and perform all agreements and
covenants of the Company and Gold Banc in the Merger Agreement that pertain or
are applicable to Gold Bank and the Bank, respectively. Each of the parties
hereto agrees to use all reasonable efforts to take, or cause to be taken, all
action and to do, or cause to be done, all things necessary, proper or
advisable under applicable Laws to consummate and make effective the
transactions contemplated by this Agreement, subject to and in accordance with
the applicable provisions of the Merger Agreement.

ARTICLE IV

CONDITIONS OF BANK MERGER

Section 4.1 Conditions to Each Party's Obligation to Effect the Bank
Merger. The respective obligations of each party to effect the Bank Merger
shall be subject to the satisfaction prior to the Bank Merger Closing Date of
the following conditions:

(a) Consummation of The Merger. The Merger shall have been consummated
in accordance with the terms and conditions of the Merger Agreement.

B-4
<PAGE>

(b) No Injunctions or Restraints: Illegality. No order, injunction or
decree issued by any court or agency of competent jurisdiction or other
legal restraint or prohibition preventing the consummation of the Bank
Merger shall be in effect. No statute, rule, regulation, order, injunction
or decree shall have been enacted, entered, promulgated or enforced by any
Governmental Entity which prohibits, restricts or makes illegal the
consummation of the Bank Merger.

(c) Stockholder Approval. This Agreement and the transactions
contemplated hereby shall have been duly approved, ratified and confirmed
by the required vote of the stockholders of the Bank and Gold Bank.

(d) Other Approvals and Notifications. All requisite regulatory
approvals and clearances of the Bank Merger shall have been obtained and
shall continue to be in full force and effect, and all applicable waiting
periods shall have expired. In addition, all consents, approvals and
permits of and notices to non-governmental third parties that are necessary
to consummate the Bank Merger shall have been filed and/or obtained and
shall continue to be in full force and effect.

(e) Completion of Conversion and Combination. The Conversion and the
Combination shall have been completed.

(f) Dissolution of Acquisition Subsidiary. Acquisition Corporation shall
have been dissolved and Gold Bank shall be a first-tier subsidiary of Gold
Banc.

ARTICLE V

TERMINATION AND AMENDMENT

Section 5.1 Termination. This Agreement shall be terminated immediately and
without any further action on the part of Gold Bank or the Bank upon any
termination of the Merger Agreement. This Agreement may be terminated at any
time prior to the Bank Merger Effective Time by mutual consent of Gold Bank and
the Bank.

Section 5.2 Effect of Termination. In the event of termination of this
Agreement as provided in Section 5.1 hereof, this Agreement shall forthwith
become void and there shall be no liability or obligation under this Agreement
on the part of Gold Bank, the Bank or their respective officers, directors or
affiliates, except that no party shall be relieved or released from any damages
or liabilities arising out of any willful breach of this Agreement.

Section 5.3 Amendment. This Agreement may be amended by the parties hereto,
by action taken or authorized by their respective Boards of Directors. This
Agreement may not be amended except by instrument in writing signed on behalf
of each of the parties hereto.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally, telecopied (with
confirmation) or mailed by registered or certified mail (return receipt
requested) to Gold Bank or the Bank, at the addresses for notices to Gold Banc
or the Company, respectively, as set forth in the Merger Agreement, with copies
to the persons referred to therein.

Section 6.2 Counterparts. This Agreement may be adopted, certified and
executed in separate counterparts, each of which shall be considered one and
the same agreement and shall become effective when all counterparts have been
signed by each of the parties and delivered to the other party, it being
understood that both parties need not sign the same counterpart.

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<PAGE>

Section 6.3 Entire Agreement. Except as otherwise set forth in this
Agreement or the Merger Agreement (including the documents and the instruments
referred to herein or therein), this Agreement and the Merger Agreement
constitutes the entire agreement, and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.

Section 6.4 Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of Missouri without regard to any
applicable conflicts of law.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date and year first above written.

GOLD BANK, N.A.

/s/ Michael W. Gullion
By: _________________________________
Name:Michael W. Gullion
Title:Chairman and Chief
Executive Officer

ATTEST:

/s/ Steven E. Rector
- -------------------------------------
Name:Steven E. Rector
Title:Cashier

FIRST BUSINESS BANK OF KANSAS CITY,
N.A.

/s/ Frederick B. Poccia, Jr.
By: _________________________________
Name:Frederick B. Poccia, Jr.
Title:President and Chief
Executive Officer

ATTEST:

/s/ Gayle A. Matsuoka
- -------------------------------------
Name:Gayle A. Matsuoka
Title:Corporate Secretary

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FIRST AMENDMENT
TO
BANK MERGER AGREEMENT

THIS FIRST AMENDMENT TO BANK MERGER AGREEMENT (this "First Amendment"),
dated as of January 21, 2000, is made by and among GOLD BANK, currently a
Kansas banking association and formerly a national banking association ("Gold
Bank"), and a direct subsidiary of Gold Banc Corporation, Inc., a Kansas
corporation ("Gold Banc"), and FIRST BUSINESS BANK OF KANSAS CITY, N.A., a
national banking association (the "Bank"), and a subsidiary of First Business
Bancshares of Kansas City, Inc., a Missouri corporation (the "Company").

RECITALS

A. Gold Bank and the Bank entered into a Bank Merger Agreement, dated as of
December 10, 1999 (the "Original Agreement"), providing for the merger of the
Bank with and into Gold Bank (the "Bank Merger").

B. Gold Bank and the Bank agree that it is in the best interests of the
parties to increase the exchange ratio by giving more shares of Gold Banc
Common Stock to the Bank minority shareholders as Merger consideration and for
the Bank to eliminate the condition to closing that the Average Gold Bank Stock
Price is not less then $10.50 (which was in the Merger Agreement and,
indirectly, a condition to the Bank Merger Agreement).

C. Gold Bank and the Bank desire to amend the Original Agreement in the
manner set forth in this First Amendment (the Original Agreement, as amended by
this First Amendment, is referred to herein as the "Agreement").

AGREEMENT

1. Definitions. All capitalized terms not otherwise defined herein shall
have the meanings set forth in the Original Agreement.

2. Revised Exchange Ratio. Section 2.1(c) of the Original Agreement is
hereby amended to read as follows:

(b) Each outstanding share of Bank Common Stock (excluding Bank
Dissenting Shares as defined in Section 2.3 hereof) that is not owned by
the Surviving Corporation immediately prior to the Bank Merger Effective
Time shall be converted into 9.5962 shares (the "Bank Merger Exchange
Ratio") of Gold Banc Common Stock. Fractions of shares determined pursuant
to this Section 2.1(c) shall be rounded to three decimal places.

3. Conforming Change to Section 2.1. The last sentence of Section 2.1, which
immediately follows Section 2.1(c), shall be deleted.

4. Miscellaneous. The parties to this First Amendment ratify and approve all
of the remaining terms and provisions of the Original Agreement not
specifically modified or amended in this First Amendment. In the event that any
term or provisions of this First Amendment is inconsistent with the terms and
provisions of the Original Agreement, the terms and provisions of this First
Amendment shall control.

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<PAGE>

5. Counterparts. This First Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which, taken together, shall
constitute a single instrument.

6. Governing Law. This First Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of Kansas.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

Gold Bank

/s/ Michael W. Gullion
By: _________________________________
Name: Michael W. Gullion
Title:President and Chief
Executive Officer

Attest:

/s/ Steven E. Rector
_________________________________
Name: Steven E. Rector
Title:Cashier

First Business Bank of Kansas City,
N.A.

/s/ Frederick B. Poccia, Jr.
By: _________________________________
Name: Frederick B. Poccia, Jr.
Title:President and Chief
Executive Officer

Attest:

/s/ Gayle Matsuoka
_________________________________
Name: Gayle Matsuoka
Title:Secretary

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<PAGE>

Appendix C

Opinion of Keefe, Bruyette & Woods, Inc.
January 27, 2000

Board of Directors
First Business Bancshares of Kansas City, Inc.
800 West 47th Street
Kansas City, MO 64112

Gentlemen:

You have requested our opinion as investment bankers as to the fairness,
from a financial point of view, to the common stockholders of First Business
Bancshares of Kansas City, Inc. (the "Company") of the consideration 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 as of October 19, 1999 and the First Amendment to the
Agreement and Plan of Reorganization dated January 21, 2000 between the Company
and Gold Banc (the "Agreement"). Under the terms of the Merger, each
outstanding share of common stock, $1.00 par value, of the Company shall be
converted into the right to receive 10.3552 shares of Gold Banc common stock,
$1.00 par value, (the "Exchange Ratio.")

Keefe, Bruyette & Woods, Inc. as part of its investment banking business, is
continually engaged in the valuation of banking businesses and their securities
in connection with mergers and acquisitions, negotiated underwritings,
competitive biddings, secondary distributions of listed and unlisted
securities, private placements and valuations for estate, corporate and other
purposes. As specialists in the securities of banking companies, we have
experience in, and knowledge of, the valuation of banking enterprises. In the
ordinary course of our business as a broker-dealer, we may, from time to time,
purchase securities from, and sell securities to, Gold Banc and as a market
maker in securities we may from time to time have a long or short position in,
and buy or sell, debt or equity securities of Gold Banc for our own account and
for the accounts of our customers. We have acted exclusively for the Board of
Directors of the Company in rendering this fairness opinion and will receive a
fee from the Company for our services.

In rendering our opinion, we have (i) reviewed, among other things, the
Agreement, Audited Financial Statements of the Company and Annual Reports to
stockholders and Annual Report on Form 10-K of Gold Banc for the three years
ended December 31, 1998, certain interim reports of the Company and certain
interim reports to stockholders and Quarterly Reports on Form 10-Q of Gold Banc
and certain internal financial analyses and forecasts for the Company prepared
by management; (ii) held discussions with members of senior management of the
Company and Gold Banc regarding past and current business operations,
regulatory relationships, financial condition and future prospects of the
respective companies; (iii) compared certain financial and stock market
information for Gold Banc with similar information for certain other companies
the securities of which are publicly traded; (iv) reviewed the financial terms
of certain recent business combinations in the banking industry; and (v)
performed such other studies and analyses as we considered appropriate.

In conducting our review and arriving at our opinion, we have relied upon
and assumed the accuracy and completeness of all of the financial and other
information provided to us or publicly available and we have not assumed any
responsibility for independently verifying any of such information. We have
relied upon the management of the Company as to the reasonableness and
achievability of the financial and operating forecasts and projections (and the
assumptions and bases therefor) provided to us, and we have assumed that such

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First Business Bancshares of Kansas City, Inc.
Board of Directors
Page 2

forecasts and projections reflect the best currently available estimates and
judgments of the Company and that such forecasts and projections will be
realized in the amounts and in the time periods currently estimated by such
management. We have also assumed, without independent verification, that the
aggregate allowances for loan losses for the Company and Gold Banc are adequate
to cover such losses. In rendering our opinion, we have not made or obtained
any evaluations or appraisals of the property of the Company or Gold Banc, nor
have we examined any individual credit files.

We have considered such financial and other factors as we have deemed
appropriate under the circumstances, including among others the following: (i)
the historical and current financial position and results of operations of the
Company and Gold Banc; (ii) the assets and liabilities of the Company and Gold
Banc; and (iii) the nature and terms of certain other merger transactions
involving thrift and bank holding companies. We have also taken into account
our assessment of general economic, market and financial conditions and our
experience in other transactions, as well as our experience in securities
valuation and our knowledge of the banking industry generally. Our opinion is
necessarily based upon conditions as they exist and can be evaluated on the
date hereof and the information made available to us through the date hereof.

Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio is fair, from a financial point of view, to the
common stockholders of the Company.

Very truly yours,

KEEFE, BRUYETTE & WOODS, INC.

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