GOLD BANC CORP INC, 424B3, 2000-02-04

GOLD BANC CORP INC
424B3, 2000-02-04
NATIONAL COMMERCIAL BANKS

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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-92829

[GOLD BANC LOGO] [AMERICAN LOGO]

MERGER PROPOSED -- YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Gold Banc and American Bancshares

The boards of directors of Gold Banc Corporation, Inc. and American
Bancshares, Inc. have approved a merger agreement that would result in Gold
Banc acquiring American Bancshares. The merger offers American 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, American Bancshares stockholders will receive for
each share of American Bancshares common stock a number of shares of Gold Banc
common stock equal to $18.18 divided by the average of the closing sale prices
for Gold Banc common stock for the ten consecutive trading days preceding the
third trading day prior to the effective time of the merger. For example, if
such average of the closing sale prices is $12.50, an American Bancshares
stockholder would receive 1.4544 shares of Gold Banc common stock for each
share of American Bancshares common stock. However, there are two exceptions:

. If the average of the closing prices during such ten day period is more
than $13.75, then each American Bancshares stockholder will receive
1.3222 shares of Gold Banc common stock for each share of American
Bancshares common stock, and

. If the average of the closing prices during such ten day period is less
than $11.00, then each American Bancshares stockholder will receive
1.6527 shares of Gold Banc common stock for each share of American
Bancshares common stock.

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 your stockholder meeting, please vote by completing and mailing the
enclosed proxy card to us. If you sign, date and mail your proxy card without
indicating how you want to vote, your proxy will be counted as a vote in favor
of the merger. For American Bancshares stockholders, not returning your proxy
card or not instructing your broker how to vote shares held for you in "street
name" will have the same effect as voting those shares against the merger. For
Gold Banc stockholders, not returning your proxy card or not instructing your
broker how to vote shares held for you in "street name" will affect Gold Banc's
ability to obtain a quorum to be present for purposes of transacting business
at the special meeting. However, once a quorum has been obtained an abstension
or broker non-vote will not have the same effect as voting those Gold Banc
shares against the merger.

The date, times and places of the meetings are:

For Gold Banc stockholders:

March 13, 2000, 9:00 a.m. local time at 11301 Nall Avenue, Leawood,
Kansas.

For American Bancshares stockholders:

March 13, 2000, 10:00 a.m. local time at Twin Dolphin Marina & Grill,
1200 First Avenue West, Memorial Pier, Bradenton, Florida.

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/ Jerry L. Neff
Michael W. Gullion Jerry L. Neff
Chairman of the Board and President and Chief
Chief Executive Officer Executive Officer
Gold Banc Corporation, Inc. American Bancshares, 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 has 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.

This joint proxy statement/prospectus is dated January 31, 2000, and is being
first mailed to stockholders on February 7, 2000.
<PAGE>

[LOGO]

11301 Nall Avenue
Leawood, Kansas 66211
----------------

NOTICE OF SPECIAL MEETING OF THE STOCKHOLDERS OF
GOLD BANC CORPORATION, INC.
To be held on March 13, 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 13, 2000, commencing at 9:00 a.m., local time, to
consider and act upon:

1. A proposal to adopt the Agreement and Plan of Reorganization, by and among
Gold Banc, American Bancshares, Inc., and Gold Banc Acquisition Corporation
XI, Inc., dated September 6, 1999, as amended January 24, 2000, which is
described in this joint proxy statement/prospectus, and the transactions
contemplated thereby. Under the merger agreement:

. American Bancshares will merge with and into Gold Banc Acquisition
Corporation XI, Inc.

. Each outstanding share of American Bancshares common stock will be
converted into a number of shares of Gold Banc common stock determined by
dividing $18.18 by the average price for Gold Banc common stock during
the 10-day trading period ending three days prior to the effective time
of the merger, unless such average price is less than $11.00 or greater
than $13.75, in which case the exchange ratio shall be fixed at 1.6527
and 1.3222 shares of Gold Banc common stock, respectively.
2. Such other business as may properly come before the meeting.

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

Only holders of record of common stock of Gold Banc at the close of business
on 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

iii
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----------------

NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS OF
AMERICAN BANCSHARES, INC.

To be held on March 13, 2000

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

To the shareholders of American Bancshares, Inc.:

We will hold a special meeting of shareholders of American Bancshares, Inc.,
a Florida corporation, on March 13, 2000, at 10:00 a.m., local time, at Twin
Dolphin Marina & Grill, 1200 First Avenue West, Memorial Pier, Bradenton,
Florida, for the following purposes:

1. To consider and vote upon a proposal to adopt the Agreement and Plan of
Reorganization, dated September 6, 1999, as amended on January 24, 2000, by
and among Gold Banc Corporation, Inc., American Bancshares, Inc. and Gold
Banc Acquisition Corporation XI, Inc., and the transactions contemplated
thereby. Under the merger agreement:

.American Bancshares, Inc. will merge with and into Gold Banc Acquisition
Corporation XI, Inc.

. Each issued and outstanding American Bancshares, Inc. common share will
be converted into a number of shares of Gold Banc common stock determined
by dividing $18.18 by the average price for Gold Banc common stock during
the 10-day trading period ending three days prior to the effective time
of the merger, unless such average price is less than $11.00 or greater
than $13.75, in which case the exchange ratio shall be fixed at 1.6527
and 1.3222 shares of Gold Banc common stock, respectively.

2. To transact any other business as may properly come before the special
meeting or any adjournments or postponements of the special meeting.

The merger agreement is more completely described in the accompanying joint
proxy statement/prospectus, and a copy of the merger agreement is attached as
Appendix A to this joint proxy statement/prospectus. Please review these
materials carefully and consider fully the information disclosed.

Action may be taken on the above proposal at the special meeting on the date
specified above or on any date or dates to which the special meeting may be
adjourned. Only holders of record of American Bancshares, Inc. common shares at
the close of business on January 31, 2000 are entitled to notice of, and to
vote at, the special meeting or any adjournments or postponements of the
special meeting. The affirmative vote of at least a majority of the outstanding
American Bancshares common shares entitled to vote is required for approval of
the merger agreement and the transactions contemplated thereby, including the
merger.

The board of directors of American Bancshares, Inc. unanimously recommends
that you vote FOR approval of the merger agreement and the transactions
contemplated by the merger agreement.

Your vote is important. Whether or not you plan to attend the special
meeting in person, please date, sign and return the accompanying proxy card
promptly in the postage-paid enclosed envelope. Sending in your proxy now will
not interfere with your right 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.

By Order of the Board of Directors

Brian M. Watterson
Corporate Secretary

Bradenton, Florida
January 31, 2000

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

PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED
PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING

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

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
WHAT AMERICAN BANCSHARES STOCKHOLDERS WILL RECEIVE IN THE MERGER.......... vi
QUESTIONS AND ANSWERS ABOUT THE MERGER.................................... vii
WHO CAN HELP ANSWER QUESTIONS............................................. viii
SUMMARY................................................................... ix
The Companies........................................................... ix
The Merger.............................................................. ix
SUMMARY FINANCIAL
INFORMATION.............................................................. xiv
Gold Banc Selected Historical Consolidated Financial Information........ xiv
American Bancshares Selected Historical Consolidated Financial
Information............................................................ xv
Recent Developments..................................................... xvi
Selected Unaudited Pro Forma Financial Information...................... xx
COMPARATIVE PER SHARE DATA................................................ xxiv
COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION......................... xxix
RISK FACTORS.............................................................. 1
It May be Difficult for Us to Maintain Our Rapid Growth................. 1
We are Uncertain That the Integration of American 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........................................................ 3
We Cannot Predict How Changes in Technology Will Impact Our Business.... 3
The Banking Business is Highly Competitive.............................. 3
Our Operations May be Adversely Affected if We, or Certain Persons With
Whom We Do Business, Fail to Adequately Address the Year 2000 Issue.... 3
We Are Subject to Extensive Regulation.................................. 4
Our Subsidiary Banks May be Forced to Pay For Any Losses the Federal
Deposit Insurance Corporation 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........................ 5
</TABLE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
Record Date; Stock Entitled to Vote; Quorum............................. 5
Votes Required.......................................................... 5
Security Ownership of Management........................................ 5
Voting of Proxies....................................................... 6
THE PROPOSED MERGER....................................................... 8
General................................................................. 8
Exchange of American Bancshares Shares.................................. 8
Stock Options........................................................... 8
Background of the Merger................................................ 8
Our Reasons for the Merger.............................................. 12
Opinion of American Bancshares' Financial Advisor....................... 14
Opinion of Gold Banc's Financial Advisor................................ 20
Operations and Management after the Merger.............................. 25
Federal Securities Laws
Consequences........................................................... 26
Resale of Gold Banc Common Stock........................................ 26
Fees and Expenses of the Merger......................................... 26
Accounting Treatment; Restrictions on Sales by Affiliates............... 26
Federal Income Tax Consequences......................................... 27
Interests of American Bancshares' Management and Directors in the
Merger................................................................. 27
Dissenters' Rights...................................................... 28
Conditions to the Merger................................................ 28
Regulatory Approval..................................................... 29
Conduct of Business Pending the Merger.................................. 30
No Solicitation......................................................... 30
Waiver and Amendment.................................................... 30
Termination of the Merger Agreement..................................... 31
Termination Fee......................................................... 31
Effective Time.......................................................... 31
UNAUDITED PRO FORMA FINANCIAL STATEMENTS.................................. 32
INFORMATION REGARDING AMERICAN BANCSHARES................................. 49
AMERICAN BANCSHARES' MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS...................................... 50
COMPARATIVE RIGHTS OF STOCKHOLDERS........................................ 70
EXPERTS................................................................... 78
LEGAL MATTERS............................................................. 78
FUTURE STOCKHOLDER PROPOSALS.............................................. 78
WHERE YOU CAN FIND MORE INFORMATION....................................... 79
AMERICAN BANCSHARES, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS.. F-1
APPENDIX A -- Agreement and Plan of Reorganization........................ A-1
APPENDIX B -- Opinion of American Bancshares' Financial Advisor........... B-1
APPENDIX C -- Opinion of Gold Banc's Financial Advisor.................... C-1
</TABLE>

v
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WHAT AMERICAN BANCSHARES STOCKHOLDERS WILL RECEIVE IN THE MERGER

We refer to the amount of Gold Banc common stock into which one share of
American Bancshares common stock would be converted in the merger as the
"conversion number". The conversion number is determined by dividing the
"target" American Bancshares share price of $18.18 by the average of the
closing sales prices of Gold Banc common stock as reported on the Nasdaq
National Market over the 10 trading days immediately preceding the third
trading day prior to the latest to occur of the date final regulatory approval
is received or the date on which the stockholders of American Bancshares and
Gold Banc approve the merger (referred to as the "Gold Banc share price"),
subject to certain adjustments based on the Gold Banc share price as follows:

. If the Gold Banc share price is greater than $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 that number of
shares of Gold Banc common stock that have a value of $18.18 (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 equal to $11.00.
Therefore, if the Gold Banc share price is less than $11.00, American
Bancshares stockholders could receive merger consideration valuing their
shares of American Bancshares common stock at less than $18.18 per share.

. It is a condition precedent to the merger that the Gold Banc share price
is not less than $9.25. The American Bancshares board of directors has
the right to terminate the merger agreement should the Gold Banc share
price be below $9.25.

Illustrations of calculation of the conversion number are provided below:

<TABLE>
<CAPTION>
(2) (4)
(1) The Gold Banc share price (3) The value of the merger
If the average used in the calculation of the The conversion number consideration per American Bancshares
Gold Banc trading conversion number is [$18.18 / Gold Banc share share [based on Gold Banc
share price is: deemed to be: price in column (2)] is: share price in column (1)] is:
- ----------------- ------------------------------ ------------------------- -------------------------------------
<S> <C> <C> <C>
$ 9.25 $11.00 1.6527 $15.29
$10.00 $11.00 1.6527 $16.53
$11.00 $11.00 1.6527 $18.18
$12.00 $12.00 1.5150 $18.18
$12.50 $12.50 1.4544 $18.18
$13.00 $13.00 1.3985 $18.18
$13.75 $13.75 1.3222 $18.18
</TABLE>

American Bancshares expects to announce the average Gold Banc share price,
the conversion number and the per share merger consideration value on March 13,
2000, assuming an American Bancshares special stockholders meeting date of
March 13, 2000.

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

This joint proxy statement/prospectus incorporates important business and
financial information about Gold Banc and American Bancshares that is not
included in or delivered with this document. If you would like to request such
information, please do so by March 6, 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.

vi
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QUESTIONS AND ANSWERS
ABOUT THE MERGER

Q: Why are the two companies proposing to merge?
A: We believe the proposed merger is in the best interests of both of the
companies and their respective stockholders. The board of directors of Gold
Banc believes that the merger will result in the addition to Gold Banc's
existing organization of a well-suited and positioned banking institution.
The board of directors of American Bancshares believes the merger provides
significant value opportunity to American Bancshares stockholders and
enables them to participate in the opportunities for growth offered by Gold
Banc.
You should review the reasons for the merger described in greater detail at
pages 11 through 13.
Q: When and where are the special meetings?
A: Both of the Gold Banc and American Bancshares special meetings are scheduled
to take place on March 13, 2000. The Gold Banc special meeting will take
place at 9:00 a.m., local time, at 11301 Nall Avenue, Leawood, Kansas. The
American Bancshares special meeting will take place at 10:00 a.m., local
time, at Twin Dolphin Marina & Grill, 1200 First Avenue West, Memorial Pier,
Bradenton, Florida.
Q: When do you expect the merger to be completed?
A: We expect to complete the merger promptly after receiving stockholder
approvals at the special meetings.
Q: What do I need to do now?
A: You should carefully read and consider the information contained in this
document. Then, please fill out, sign and mail your proxy card in the
enclosed return envelope as soon as possible so that your shares may be
represented at the special meeting. If the card does not specify a choice
your shares will be voted "FOR" the merger and all other proposals.
Q: What if I don't vote or I abstain from voting?
A: If you are an American Bancshares stockholder and you do not vote or you
abstain, the effect will be a vote against the merger.

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

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

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

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

A: Yes. You may change your vote at any time before your proxy is voted at the
special meeting. You can do this in one of three ways. First, you can send a
written notice stating that you would like to revoke your proxy. Second, you
can complete and submit a new proxy card. If you choose either of these two
methods, you must submit your notice of revocation or your new proxy card to
Gold Banc Corporation, Inc., at 11301 Nall Avenue, Leawood, Kansas 66211,
Attention: Keith E. Bouchey, Corporate Secretary, if you are a Gold Banc
stockholder, or to American Bancshares, Inc., 4502 Cortez Road West,
Bradenton, Florida 34210-2801, Attention: Brian M. Watterson, Corporate
Secretary, if you are an American Bancshares stockholder. Third, you can
attend the special meetings and vote in person. Simply attending the
meetings, however, will not revoke your proxy; you must request a ballot and
vote the ballot at the meeting. If you have instructed a broker to vote your
shares, you must follow directions received from your broker to change your
vote.

Q: Should I send in my stock certificate now?

A: No. After the merger is completed, American Bancshares stockholders will
receive written instructions for exchanging their stock certificates for
certificates of Gold banc common stock. Gold Bank 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. American Bancshares currently does not pay
dividends on its common stock.

vii
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WHO CAN HELP ANSWER QUESTIONS?

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

Gold Banc stockholders:

American Bancshares stockholders:

Keith E. Bouchey, Brian M. Watterson
Corporate Secretary Corporate Secretary
Gold Banc Corporation, Inc. American Bancshares, Inc.
11301 Nall Avenue 4502 Cortez Road West
Leawood, Kansas 66211 Bradenton, Florida 34210-2801
(913) 451-8050 (941) 795-3050

viii
<PAGE>

SUMMARY

This summary, together with the preceding Question and Answer section,
highlights selected information from this joint proxy statement/prospectus and
may not contain all the information that is important to you. To better
understand the merger and related transactions and for a more complete
description of the legal terms of the merger and related transactions, you
should carefully read this entire document and the documents we have referred
you to. See "Where You Can Find More Information" on page 79.

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.

American Bancshares, Inc.
4502 Cortez Road West
Bradenton, Florida 34210-2801
(941) 795-3050

American Bancshares is a bank holding company that is engaged in a general
commercial banking business. Its primary source of earnings is derived from
income generated by its wholly-owned subsidiary, American Bank, which is
American Bancshares' primary subsidiary and principal asset. American
Bancshares' primary market area consists of the counties on the west coast of
central Florida, including six banking branches located in Manatee County and
three other banking branches located in Charlotte County, Hillsborough County
and Sarasota County. These market areas have all experienced substantial growth
during recent decades. At 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.

The Merger

We have entered into an Agreement and Plan of Reorganization, together with
the First Amendment to Agreement and Plan of Reorganization, with our wholly-
owned subsidiary, Gold Banc Acquisition Corporation XI, Inc. and American
Bancshares. Under the proposed merger, American Bancshares will be merged with
and into Gold Banc Acquisition Corporation XI, with Gold Banc Acquisition
Corporation XI as the surviving corporation. We expect to complete the merger
during the first quarter of 2000.

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

Our Reasons for the Merger (see pages 12 through 13)

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

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

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

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

ix
<PAGE>

. the anticipated revenue enhancement and cost savings opportunities,

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

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

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

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

. alternatives to enhance stockholder value,

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

. minimal disruption to customers, depositors, employees and communities
serviced by American Bancshares.

Our Recommendations to Stockholders (see pages 12 and 13)

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 American Bancshares Stockholders: The American 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.

What American Bancshares Stockholders will Receive (see page vi)

If we complete the merger, you will receive for each share of American
Bancshares common stock a number of shares of Gold Banc common stock equal to
$18.18 divided by the average of the closing sale prices for Gold Banc common
stock for the ten consecutive trading days preceding the third trading day
prior to the effective time of the merger. For example, if such average of the
closing sale prices is $12.50, an American Bancshares stockholder would receive
1.4544 shares of Gold Banc common stock for each share of American Bancshares
common stock. However, there are two exceptions:

. If the average of the closing prices during such ten day period is less
than $11.00, then each American Bancshares stockholders will receive
1.6527 shares of Gold Banc common stock for each share of American
Bancshares common stock.

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

If you currently own 1,000 shares of American Bancshares common stock, and
the average of the closing sale prices of Gold Banc common stock during
such 10-day period is $12.50, then the conversion number is 1.454 (or
$18.18 divided by $12.50). Therefore, after the merger you will receive
1,454 shares of Gold Banc common stock and a $5.00 check for the sale
proceeds for 0.40 of one share of Gold Banc common stock, rounded to the
nearest one cent.

Following the merger, you will be entitled to exchange your shares of
American Bancshares common stock for shares of Gold Banc common stock by
sending your American Bancshares common stock share certificates, and a form
that we will send to you, to the exchange agent, American Stock Transfer &
Trust Company, which will then exchange them for shares of Gold Banc common
stock.

x
<PAGE>

The formula for determining the number of shares of Gold Banc stock that
will be exchanged for each share of American Bancshares stock is intended to
provide American Bancshares stockholders with $18.18 of value for each of their
shares unless Gold Banc stock exceeds $13.75 per share or is less than $11.00
per share. Of course, the market price of Gold Banc common stock will fluctuate
after the merger. Gold Banc common stock trades on the Nasdaq Stock Market
under the symbol "GLDB." You may obtain current stock price quotations for Gold
Banc common stock from your stockbroker, in major newspapers such as The Wall
Street Journal and on the Internet.

What Gold Banc Stockholders will Retain

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

Federal Income Tax Consequences (see page 27)

American Bancshares Stockholders. If you are an American 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.

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

No Dissenters' Rights (see page 28)

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

Directors and Management Following the Merger (see page 25)

Upon completion of the merger, the board of directors of Gold Banc will
consist of the seven present Gold Banc directors and J. Gary Russ, the present
Chairman of the Board of American Bancshares. No changes will be made to the
Gold Banc management in connection with the merger.

Opinion of American Bancshares' Financial Advisor (see pages 14 through 20)

In deciding to approve the merger, the American Bancshares board of
directors considered the opinion from its financial advisor, Advest, 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 American Bancshares common stock.
This opinion is attached as Appendix B to this joint proxy
statement/prospectus.

Opinion of Gold Banc's Financial Advisor (see pages 20 through 25)

In deciding to approve the merger, the Gold Banc board of directors
considered the opinion from its financial advisor, Keefe, Bruyette & Woods,
Inc. as to the fairness from a financial point of view of the merger. This
opinion is attached as Appendix C to this joint proxy statement/prospectus.

Conditions to the Merger (see pages 28 through 29)

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 American 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,

xi
<PAGE>

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

. the average of the closing sale prices of Gold Banc common stock for the
ten trading days immediately preceding the third trading day before the
effective time of the merger being not less than $9.25 per share,

. there being no material adverse change in either Gold Banc, or its
subsidiaries as a whole, or in American Bancshares, or its subsidiaries
as a whole,

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

. certain financial measures applicable to American Bancshares and American
Bank being satisfied.

Regulatory Approvals Required for the Merger (see page 29)

The Merger is subject to the approval of the Board of Governors of the
Federal Reserve System. In addition, the merger is subject to the approval of,
or notice to applicable state and other regulatory authorities, including the
Florida Department of Banking and Finance.

Gold Banc filed on November 12, 1999, an application for approval with the
Federal Reserve Bank of Kansas City, which approval was obtained on December
15, 1999. The approval of the Florida Department of Banking and Finance was
obtained on January 6, 2000.

Termination of the Merger Agreement (see page 31)

Gold Banc and American 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, including if any of the following occurs:

. by either company if the merger has not been consummated by March 31,
2000,

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

. by either company if the other has materially breached or defaulted in
the due and timely performance of any material covenant or agreement
contained in the merger agreement and which breach or default has not
been cured within 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 by such
party,

. by either company if there exists any material inaccuracy,
misrepresentation or breach of a warranty made in the merger agreement 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,

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

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

. by either company if the stockholders of American Bancshares or the
stockholders of Gold Banc fail to vote their approval of the merger and
the merger agreement as required by Florida law, Kansas law and Rule 4460
of the National Association of Securities Dealers' rules for issues under
Nasdaq, or

. by American Bancshares, in its sole discretion, if the Gold Banc 10 day
average share price is less than $9.25 per share and the board of
directors of American Bancshares, by a vote of a majority of the

xii
<PAGE>

entire board, at any time during the period commencing on the later of the
effective date of the last required regulatory approval or the date on
which the stockholders of both American Bancshares and Gold Banc have both
approved the merger and ending on March 31, 2000, votes to terminate the
merger agreement.

Waiver and Amendment (see pages 30 through 31)

Prior to the completion of the merger, (a) any provision of the merger
agreement can be amended in writing by American Bancshares and Gold Banc and
(b) any condition may be waived by the party benefiting from the condition.

In this regard, American Bancshares, in its sole discretion and without
further shareholder approval, may waive its right to terminate the merger
agreement if the ten-day average Gold Banc share price is less than $9.25 per
share. The American Bancshares board has not yet considered whether it would be
willing to waive this termination right. However, the board would not waive its
right unless they determined that a waiver was in the best interests of its
shareholders and received an updated fairness opinion from its financial
advisor.

Termination Fee (see page 31)

American Bancshares is required to pay Gold Banc a termination fee of $3
million if:

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

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

Stock Options (see page 8)

American Bancshares Stock Options. Upon completion of the merger, each
option to acquire American 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 American 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 American Bancshares and its board of
directors' committee administering such plan, (2) each American 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. 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.

xiii
<PAGE>

SUMMARY FINANCIAL INFORMATION

We are providing the following financial information to aid you in your
analysis of the financial aspects of the merger. This information is only a
summary and you should read it in conjunction with the historical financial
statements of Gold Banc and American Bancshares and the related notes and
Management's Discussion and Analysis of Financial Condition and Results of
Operations. These items for American Bancshares are contained in its
Management's Discussion and Analysis of Financial Condition and Results of
Operations beginning on page 50 and in the American 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 79.

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 poolings of
interests transactions.

xiv
<PAGE>

American Bancshares Selected Historical Consolidated Financial Information

The historical consolidated financial information for American 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--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>

xv
<PAGE>

Recent Developments

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

xvi
<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>

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 Country Banc 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 $76 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 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 at the effective time 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 American
Bancshares' stockholders. This information does not include any adjustments or
restatements for CountryBanc's acquisition of American Heritage, 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.

xvii
<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
-------- -------- -------- -------- --------
(in thousands, except for per share data)
<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 the interests transaction.

First Business Bancshares of Kansas City, Inc.

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

In conjunction with the acquisition of First Business Bancshares and
included in the approximately $30 million purchase price is a stock-for-stock,
tax-free exchange of Gold Banc stock for the 14% minority interest held by
third parties in First Business Bank of Kansas City, N.A. The acquisition of
the minority interests will be accounted for as a purchase.

Should the merger of Gold Banc and First Business Bancshares occur, First
Business Bancshares' shares would be converted into Gold Banc shares using a
"conversion number." The conversion number is fixed at 10.3552 per First
Business Bancshares share or 2,356,563 shares of Gold Banc common stock.

Should the merger of Gold Banc and First Business Bancshares, occur, the
minority interests in First Business Bank would be acquired using Gold Banc
shares using a "conversion number." This conversion number is fixed at 9.5962
per minority share or 393,437 shares of Gold Banc common stock.

xviii
<PAGE>

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

First Business Bancshares Selected Historical Consolidated Financial
Information

<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
----------------- ----------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- ------- ------- ------- -------
(in thousands, except for per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Financial
Data--First Business
Bancshares:
Net interest income and
other income........... $ 4,684 $ 4,210 $ 5,734 $ 4,719 $ 4,438 $ 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>

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 American 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.

xix
<PAGE>

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 to 516,000 shares of Gold
Banc common stock for the treasury. Gold Banc 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.

American Bancshares Developments

In December 1999, in order to satisfy the financial conditions to closing
set forth in the merger agreement, American Bancshares (1) increased American
Bank's loan loss reserve by approximately $2.5 million, and (2) sold certain
bonds that were being carried on its books at a loss due to increasing interest
rates. These bonds were sold at a loss of approximately $693,000. Proceeds from
the sale of the bonds will be reinvested at a higher interest rate.

On January 12, 2000, Philip W. Coon, Senior Vice President of American
Bank's Mortgage Banking Division, filed a suit in the 12th Judicial Circuit
Court, Manatee County, Florida against American Bank alleging breach of
contract. The suit, which makes a claim for unspecified monetary damages,
alleges that Mr. Coon's Employment Agreement, as amended, with American Bank
(1) is effective through May 2002, and was not terminated by American Bank in
June 1999, and (2) requires that Mr. Coon receive certain payments in the event
of a change of control or acquisition of American Bank. American Bancshares
believes that American Bank acted appropriately in connection with termination
of the Employment Agreement and that this action is without merit. American
Bancshares intends to defend this action vigorously.

In addition, in January 2000, American Bancshares decided to dissolve
Freedom Finance Company, its wholly-owned finance company subsidiary. In
connection with the dissolution of Freedom Finance Company, on January 31,
2000, the $2.7 million loan portfolio of Freedom Finance Company was acquired
by American Bank.

Selected Unaudited Pro Forma Financial Information

Selected Unaudited Pro Forma Financial Information. Gold Banc and American
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 American Bancshares' businesses been combined for
the periods and at the dates indicated. Gold Banc and American 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 mergers had actually occurred on
the dates assumed. This information also does not indicate what their future
operating results or consolidated financial position will be. Only normal
recurring adjustments necessary for a fair statement of results of unaudited
historical interim periods have been included. Please see "Unaudited Pro Forma
Financial Statements" on page 32 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

xx
<PAGE>

for accounting and financial reporting purposes. For a more detailed
description of pooling of interests accounting, see "The Proposed Merger--
Accounting Treatment; Restrictions on Sales by Affiliates" on page 26.

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 American 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 American
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.

xxi
<PAGE>

Combined Pro Forma Financial Information
Gold Banc and American 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 American
Bancshares combined:
Net interest income and
other income............ $ 59,961 $ 46,795 $ 64,644 $ 48,179 $ 36,163
Net earnings............. 11,862 11,139 13,546 11,794 5,688
Pro Forma (1)........... 11,862 9,357 10,749 10,215 5,688
Basic net earnings per
common share (2)........ 0.47 0.45 0.55 0.50 0.30
Pro Forma (1)........... 0.47 0.38 0.43 0.43 0.30
Diluted net earnings per
common share (2)........ 0.46 0.45 0.54 0.50 0.30
Pro Forma (1)........... 0.46 0.38 0.43 0.43 0.30
Cash dividends paid per
common share............ 0.06 0.06 0.08 0.05 --
Total assets (end of
period)................. 1,745,321 1,476,606 1,566,520 1,178,365 906,191
Long-term borrowings (end
of period).............. 171,189 94,883 120,957 35,674 12,074
Total stockholders'
equity (end of period).. 113,683 107,998 111,238 92,645 76,624
Book value per common
share (end of period)... $ 4.46 $ 4.30 $ 4.37 $ 3.84 $ 3.26
</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) Pro forma data of the combined Gold Banc and American Bancshares is
computed using an $11.00 share price for Gold Banc stock in the exchange.

xxii
<PAGE>

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

<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
--------------------- --------------------------------
1999 1998 1998 1997 1996
---------- ---------- ---------- ---------- ----------
(in thousands, except for per share data)
<S> <C> <C> <C> <C> <C>
Selected Pro Forma
Financial Data--Gold
Banc,
Union Bankshares,
American Bancshares,
CountryBanc and First
Business Bancshares
combined:
Net interest income and
other income........... $ 98,125 $ 79,824 $ 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 and using 2,750,000 shares of
Gold Banc stock in the First Business Bancshares exchange.

xxiii
<PAGE>

COMPARATIVE PER SHARE DATA

The following table sets forth per share data of:

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

. American Bancshares on a historical basis.

. Gold Banc and American Bancshares combined on a pro forma basis.

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

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

. 1.6527 Gold Banc shares for one American Bancshares share -- assumes the
average Gold Banc price is $11.00 or less.

. 1.5150 Gold Banc shares for one American Bancshares share -- assumes the
average Gold Banc price is $12.00.

. 1.3985 Gold Banc shares for one American Bancshares share -- assumes the
average Gold Banc price is $13.00.

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

The pro forma data of the combined Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business Bancshares merger is computed using
an $11.00 share price for Gold Banc stock in the Union Bankshares exchange,
using 4.844 shares of Gold Banc stock for each share of CountryBanc in the
exchange and using 2,750,000 shares of Gold Banc stock in the First Business
Bancshares exchange.

xxiv
<PAGE>

<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Years Ended 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 American Bancshares
combined on a
pro forma basis assuming a Gold Banc
price of:
$10.00 or less...................... $ 0.47 $ 0.38 $ 0.43 $ 0.43 $ 0.30
$11.00.............................. $ 0.47 $ 0.38 $ 0.43 $ 0.43 $ 0.30
$12.00.............................. $ 0.48 $ 0.39 $ 0.44 $ 0.44 $ 0.31
$13.00.............................. $ 0.49 $ 0.40 $ 0.46 $ 0.45 $ 0.32

Gold Banc, Union Bankshares, American
Bancshares,
CountryBanc and First Business
Bancshares combined
on a pro forma basis assuming a Gold
Banc price of:
$10.00 or less...................... $ 0.47 $ 0.42 $ 0.51 $ 0.49 $ 0.34
$11.00.............................. $ 0.47 $ 0.42 $ 0.51 $ 0.49 $ 0.34
$12.00.............................. $ 0.48 $ 0.43 $ 0.52 $ 0.50 $ 0.35
$13.00.............................. $ 0.49 $ 0.43 $ 0.53 $ 0.51 $ 0.36

American Bancshares historical basis. $ 0.33 $ 0.25 $ 0.33 $ 0.38 $ 0.17

Gold Banc and American Bancshares
combined on
a pro forma basis per American
Bancshares
equivalent common share assuming a
Gold Banc price of:
$10.00 or less...................... $ 0.77 $ 0.63 $ 0.71 $ 0.71 $ 0.50
$11.00.............................. $ 0.77 $ 0.63 $ 0.71 $ 0.71 $ 0.50
$12.00.............................. $ 0.73 $ 0.59 $ 0.67 $ 0.67 $ 0.47
$13.00.............................. $ 0.69 $ 0.56 $ 0.64 $ 0.63 $ 0.45

Gold Banc, Union Bankshares, American
Bancshares,
CountryBanc and First Business
Bancshares
combined on a pro forma basis per
American Bancshares
equivalent common share assuming Gold
Banc price of:
$10.00 or less...................... $ 0.77 $ 0.69 $ 0.84 $ 0.81 $ 0.56
$11.00.............................. $ 0.77 $ 0.69 $ 0.84 $ 0.81 $ 0.56
$12.00.............................. $ 0.73 $ 0.65 $ 0.78 $ 0.76 $ 0.53
$13.00.............................. $ 0.69 $ 0.60 $ 0.74 $ 0.71 $ 0.50
</TABLE>

xxv
<PAGE>

Gold Banc historical basis........... $ 0.59 $ 0.49 $ 0.55 $ 0.54 $ 0.45

Gold Banc and American Bancshares
combined on a
pro forma basis assuming a Gold Banc
price of:
$10.00 or less...................... $ 0.46 $ 0.38 $ 0.43 $ 0.43 $ 0.30
$11.00.............................. $ 0.46 $ 0.38 $ 0.43 $ 0.43 $ 0.30
$12.00.............................. $ 0.48 $ 0.39 $ 0.44 $ 0.44 $ 0.31
$13.00.............................. $ 0.49 $ 0.40 $ 0.45 $ 0.45 $ 0.32

Gold Banc, Union Bankshares, American
Bancshares,
CountryBanc and First Business
Bancshares
combined on a pro forma basis
assuming
a Gold Banc price of:
$10.00 or less...................... $ 0.45 $ 0.40 $ 0.48 $ 0.47 $ 0.33
$11.00.............................. $ 0.45 $ 0.40 $ 0.48 $ 0.47 $ 0.33
$12.00.............................. $ 0.46 $ 0.40 $ 0.49 $ 0.48 $ 0.33
$13.00.............................. $ 0.46 $ 0.41 $ 0.50 $ 0.48 $ 0.34

American Bancshares historical basis. $ 0.33 $ 0.25 $ 0.32 $ 0.38 $ 0.17

Gold Banc and American Bancshares
combined on
a pro forma basis per American
Bancshares
equivalent common share assuming a
Gold Banc price of:
$10.00 or less...................... $ 0.76 $ 0.63 $ 0.71 $ 0.71 $ 0.50
$11.00.............................. $ 0.76 $ 0.63 $ 0.71 $ 0.71 $ 0.50
$12.00.............................. $ 0.73 $ 0.59 $ 0.67 $ 0.67 $ 0.47
$13.00.............................. $ 0.69 $ 0.56 $ 0.63 $ 0.63 $ 0.45

Gold Banc, Union Bankshares, American
Bancshares,
CountryBanc and First Business
Bancshares
combined on a pro forma basis per
American Bancshares
equivalent common share assuming Gold
Banc price of:
$10.00 or less...................... $ 0.74 $ 0.66 $ 0.79 $ 0.78 $ 0.55
$11.00.............................. $ 0.74 $ 0.66 $ 0.79 $ 0.78 $ 0.55
$12.00.............................. $ 0.70 $ 0.61 $ 0.74 $ 0.73 $ 0.50
$13.00.............................. $ 0.64 $ 0.57 $ 0.70 $ 0.67 $ 0.48
</TABLE>

xxvi
<PAGE>

Gold Banc historical basis........... $ 0.06 $ 0.06 $ 0.08 $ 0.05 $ --

Gold Banc and American Bancshares
combined on a
pro forma basis assuming a Gold Banc
price of:
$10.00 or less...................... $ 0.06 $ 0.06 $ 0.08 $ 0.05 $ --
$11.00.............................. $ 0.06 $ 0.06 $ 0.08 $ 0.05 $ --
$12.00.............................. $ 0.06 $ 0.06 $ 0.08 $ 0.05 $ --
$13.00.............................. $ 0.06 $ 0.06 $ 0.08 $ 0.05 $ --

Gold Banc, Union Bankshares, American
Bancshares,
CountryBanc and First Business
Bancshares
combined on a pro forma basis
assuming
a Gold Banc price of:
$10.00 or less...................... $ 0.06 $ 0.06 $ 0.08 $ 0.05 $ --
$11.00.............................. $ 0.06 $ 0.06 $ 0.08 $ 0.05 $ --
$12.00.............................. $ 0.06 $ 0.06 $ 0.08 $ 0.05 $ --
$13.00.............................. $ 0.06 $ 0.06 $ 0.08 $ 0.05 $ --

American Bancshares historical basis. $ -- $ -- $ -- $ -- $ --

Gold Banc and American Bancshares
combined on
a pro forma basis per American
Bancshares
equivalent common share assuming a
Gold Banc price of:
$10.00 or less...................... $ 0.10 $ 0.10 $ 0.13 $ 0.08 $ --
$11.00.............................. $ 0.10 $ 0.10 $ 0.13 $ 0.08 $ --
$12.00.............................. $ 0.09 $ 0.09 $ 0.12 $ 0.08 $ --
$13.00.............................. $ 0.08 $ 0.08 $ 0.11 $ 0.07 $ --

Gold Banc, Union Bankshares, American
Bancshares,
CountryBanc and First Business
Bancshares
combined on a pro forma basis per
American Bancshares
equivalent common share assuming Gold
Banc price of:
$10.00 or less...................... $ 0.10 $ 0.10 $ 0.13 $ 0.08 $ --
$11.00.............................. $ 0.10 $ 0.10 $ 0.13 $ 0.08 $ --
$12.00.............................. $ 0.09 $ 0.09 $ 0.12 $ 0.08 $ --
$13.00.............................. $ 0.08 $ 0.08 $ 0.11 $ 0.07 $ --
</TABLE>

xxvii
<PAGE>

<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, December 31,
----------------- ------------
1999 1998
----------------- ------------
<S> <C> <C>
Book Value Per Share:

Gold Banc historical basis..................... $ 5.25 $ 4.88

Gold Banc and American Bancshares combined on a
pro forma basis assuming a Gold Banc price of:
$10.00 or less............................... $ 4.46 $ 4.37
$11.00....................................... $ 4.46 $ 4.37
$12.00....................................... $ 4.58 $ 4.49
$13.00....................................... $ 4.69 $ 4.60

Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares on a pro forma basis assuming a
Gold Banc price of:
$10.00 or less............................... $ 4.53 $ 4.70
$11.00....................................... $ 4.53 $ 4.70
$12.00....................................... $ 4.61 $ 4.78
$13.00....................................... $ 4.67 $ 4.85

American Bancshares historical basis........... $ 5.36 $ 5.49

Gold Banc and American Bancshares combined on a
pro forma basis per American Bancshares
equivalent common share assuming a Gold Banc
price of:
$10.00 or less............................... $ 7.37 $ 7.22
$11.00....................................... $ 7.37 $ 7.22
$12.00....................................... $ 6.94 $ 6.81
$13.00....................................... $ 6.56 $ 6.44

Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
American Bancshares equivalent common share
assuming Gold Banc price of:
$10.00 or less............................... $ 7.49 $ 7.77
$11.00....................................... $ 7.49 $ 7.77
$12.00....................................... $ 6.98 $ 7.24
$13.00....................................... $ 6.54 $ 6.78
</TABLE>

xxviii
<PAGE>

COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION

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

<TABLE>
<CAPTION>
Cash
Dividends
Declared
High Low per Share
------- ------- ---------
<S> <C> <C> <C>
1997
First quarter...................................... $ 5.94 $ 4.25 $0.000
Second quarter..................................... 7.25 5.25 0.015
Third quarter...................................... 10.25 6.94 0.015
Fourth quarter..................................... 13.13 9.25 0.015
1998
First quarter...................................... $ 13.38 $ 11.63 $0.015
Second quarter..................................... 22.75 12.50 0.020
Third quarter...................................... 21.75 14.00 0.020
Fourth quarter..................................... 17.25 13.00 0.020
1999
First quarter...................................... $ 16.25 $ 12.80 $0.020
Second quarter..................................... 16.38 11.88 0.020
Third quarter...................................... 13.88 9.75 0.020
Fourth quarter..................................... 10.18 9.77 0.020
</TABLE>

On September 3, 1999, the last full trading day prior to the public
announcement of the merger, the reported closing price of Gold Banc common
stock on The Nasdaq Stock Market was $11.88 per share. On January 28, 2000, the
reported closing price of Gold Banc common stock was $8.75 per share.

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

<TABLE>
<CAPTION>
High Low
------- -------
<S> <C> <C>
1997
First quarter................................................ $ 9.25 $ 7.50
Second quarter............................................... $ 9.63 $ 8.00
Third quarter................................................ $ 12.75 $ 9.00
Fourth quarter............................................... $ 13.25 $ 11.63
1998
First quarter................................................ $ 13.13 $ 11.75
Second quarter............................................... $ 13.88 $ 11.50
Third quarter................................................ $ 11.50 $ 8.63
Fourth quarter............................................... $ 10.25 $ 8.00
1999
First quarter................................................ $ 11.13 $ 8.25
Second quarter............................................... $ 9.75 $ 8.00
Third quarter................................................ $ 15.00 $ 7.88
Fourth quarter............................................... $ 15.00 $ 10.18
</TABLE>

On September 3, 1999, the last full trading day prior to the public
announcement of the merger, the reported closing price of American Bancshares
common stock on The Nasdaq Stock Market was $12.00 per share. On January 28,
2000, the reported closing price of American Bancshares common stock was $11.75
per share.

xxix
<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 American Bancshares or future
acquisitions will be successful.

We cannot assure that the integration of American 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 American 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.

2
<PAGE>

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

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

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

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

. telecommunications;

. data processing;

. automation;

. Internet-based banking;

. telebanking; and

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

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

The banking business is highly competitive.

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

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

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

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

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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.

We are subject to extensive regulation.

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

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

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

THE SPECIAL MEETINGS

Date, Times and Places

Gold Banc. This joint proxy statement/prospectus is first being mailed by
Gold Banc to the holders of Gold Banc common stock, $1.00 par value per share,
on or about February 7, 2000, and is accompanied by the notice of the Gold
Banc special meeting and form of proxy that is solicited by Gold Banc's board
of directors for use at the Gold Banc special meeting and at any adjournments
or postponements of that meeting. 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 13, 2000.

American Bancshares. This joint proxy statement/prospectus is first being
mailed by American Bancshares to the holders of American Bancshares common
stock, $1.175 par value per share, on or about February 7, 2000, and is
accompanied by the notice of the American Bancshares special meeting and form
of proxy that is solicited by the board of directors of American Bancshares
for use at the American Bancshares special meeting and at any adjournments or
postponements of that meeting. American Bancshares' special meeting will be
held at the Twin Dolphin Marine & Grill, 1200 First Avenue West, Memorial
Pier, Bradenton, Florida, at 10:00 a.m., local time, on March 13, 2000.

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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 American Bancshares with and into Gold Banc Acquisition
Corporation XI, as well as the resulting issuance of Gold Banc common stock to
American Bancshares' stockholders as provided under the terms of the agreement.

American Bancshares. At American Bancshares' special meeting, holders of
American Bancshares common stock are being asked to approve the merger
agreement that provides for the merger of American Bancshares with and into
Gold Banc Acquisition Corporation XI.

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 31, 2000, there were 17,595,918 shares of Gold Banc
common stock outstanding held by approximately 327 holders of record (and
approximately 4,100 beneficial owners). A majority of the shares of Gold Banc
issued and outstanding and entitled to vote on the record date must be
represented in person or by proxy at Gold Banc's special meeting in order for a
quorum to be present for purposes of transacting business at Gold Banc's
special meeting. In the event that a quorum is not present at Gold Banc's
special meeting, it is expected that the meeting will be adjourned or postponed
to solicit additional proxies. Holders of record of Gold Banc common stock on
the record date are each entitled to one vote per share on each matter to be
considered at Gold Banc's special meeting.

American Bancshares. The American Bancshares board of directors has
established the close of business on January 31, 2000 as the date to determine
those record holders of American Bancshares common stock entitled to notice of
and to vote at the American Bancshares special meeting. On January 31, 2000,
there were 5,033,984 shares of American Bancshares common stock outstanding
held by approximately 907 holders of record (and approximately 3,207 beneficial
owners). 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 American
Bancshares' special meeting. An affirmative vote of a majority of all shares
entitled to vote at the special meeting is required for approval of the merger.
In the event a quorum is not present at American Bancshares' special meeting,
it is expected that the meeting will be adjourned or postponed to solicit
additional proxies. Holders of record of American Bancshares common stock on
the record date are each entitled to one vote per share on each matter to be
considered at American Bancshares' special meeting.

Votes Required

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

American Bancshares. The approval and adoption of the merger agreement
requires the affirmative vote of the majority of the shares of American
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.

Security Ownership of Management

Gold Banc. As of the record date for the Gold Banc special meeting, the
directors and executive officers of Gold Banc as a group beneficially owned
(excluding shares purchasable upon exercise of stock options) 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 American
Bancshares stockholders requires the

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affirmative vote of a majority of the votes cast with respect to that proposal
and entitled to vote at Gold Banc's special meeting.

American Bancshares. As of the record date for the American Bancshares
special meeting, the directors, former directors and executive officers of
American Bancshares as a group beneficially owned (excluding shares purchasable
upon exercise of stock options) approximately 9% of the outstanding shares of
American Bancshares common stock. Additionally, American Bancshares' directors,
J. Gary Russ, Ronald L. Larson, Timothy I. Miller, Dan E. Molter, Walter L.
Presha and Edward D. Wyke and former directors Kirk D. Moudy, Lynn B. Powell,
III, and R. Jay Taylor, who in the aggregate hold approximately 8% of the
outstanding shares, have entered into a voting agreement with Gold Banc. The
voting agreement requires these persons to vote all shares of American
Bancshares common stock beneficially owned by them in favor of the merger
agreement and against any competing acquisition proposal or other proposal
inconsistent with the merger agreement. The approval and adoption of the merger
agreement requires the affirmative vote of the majority of the shares of
American Bancshares common stock outstanding on January 31, 2000.

Voting of Proxies

Submitting Proxies.

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

For American Bancshares 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.

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.

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

American Bancshares, Inc.
4502 Cortez Road West
Bradenton, Florida 34210-2801
Attention: Corporate Secretary

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Stockholders who require assistance in changing or revoking a proxy should
contact: Brian M. Watterson, Corporate Secretary.

General Information.

Abstentions may be specified on the proposals. Shares of Gold Banc common
stock or American Bancshares common stock represented at their respective
special meeting for which proxies have been received, but with respect to which
stockholders have abstained on any matter, will be treated as present at the
applicable special meeting for purposes of determining the presence or absence
of a quorum for the transaction of all business. For Gold Banc stockholders, an
abstention or a broker non-vote will not count as a vote cast for purposes of
determining whether the votes representing at least a majority of the shares
voted at the meetings were cast in favor of the merger. For American Bancshares
stockholders, the failure to vote the shares in favor of the merger for any
reason whatsoever--whether by withholding the vote, by abstaining or by causing
a broker non-vote--will have the same effect as a vote cast opposing the
merger.

A broker non-vote generally occurs when a broker who holds shares in street
name for a customer does not have the authority to vote on certain non-routine
matters because its customer has not provided any voting instructions with
respect to that matter.

Because approval of the merger agreement requires the affirmative vote of a
majority of all the votes entitled to be cast at the special meeting by holders
of the issued and outstanding American Bancshares common stock, abstentions and
broker non-votes will have the same effect as negative votes. Accordingly, the
American Bancshares board of directors urges its shareholders to complete,
date, and sign the accompanying proxy and return it promptly in the enclosed,
postage-paid envelope.

Neither Gold Banc nor American Bancshares is aware of any matters expected
to be presented for consideration at its respective special meeting other than
as described in their respective notice of special meeting. If any other
matters are properly presented, the persons named as proxies will vote in
accordance with their best judgment with respect to such matters, unless
authorization to use that discretion is withheld. However, proxies having
instructions to vote against the adoption of the merger agreement will not be
allowed to be voted in favor of a motion to adjourn or postpone either meeting
to another time or place.

Gold Banc and American Bancshares will each bear the cost of the
solicitation of proxies from its own stockholders. In addition to solicitation
by mail, the directors, officers and employees of Gold Banc and American
Bancshares, who will receive no compensation for their services other than
their regular salaries, may also solicit proxies from stockholders by
telephone, telecopy, telegram or in person. In addition, Gold Banc and American
Bancshares 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 American Bancshares
common stock will be mailed by Gold Banc to former American Bancshares
stockholders shortly after the merger is completed.

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THE PROPOSED MERGER

General

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

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

American Bancshares Proposal. At the American Bancshares stockholders'
meeting, holders of American 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 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 American Bancshares stockholders.

Exchange of American Bancshares Shares

If you are a record holder of American 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 American Bancshares common stock, a
number of shares of Gold Banc common stock equal to $18.18 divided by the
average of the closing sales prices of Gold Banc common stock on the 10
consecutive trading days immediately preceding the third trading day prior to
the effective time of the merger. However, if such average is greater than
$13.75, then each share of American Bancshares common stock will be converted
into 1.3222 shares of Gold Banc common stock, and if such average is less than
$11.00, then each share of American Bancshares common stock will be converted
into 1.6527 shares of Gold Banc common stock.

Stock Options

American Bancshares Stock Options. Upon completion of the merger, each
option to acquire American 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 American 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 American Bancshares and its board of
directors' committee administering such plan, (2) each American 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.

Background of the Merger

American Bancshares has been aware of the rapidly changing structure in its
banking market due, in part, to the significant consolidation of financial
institutions, especially in the State of Florida. This trend toward
consolidation in the financial services industry has been fueled by, among
other things, recent national and state bank-related legislation which has made
it easier for institutions to grow their operations across state lines and take
advantage of and benefit from economies of scale and greater operating
efficiencies. As a result of this

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<PAGE>

trend, American Bancshares perceived that it would be facing significantly
increased competition from other banks, financial institutions, thrifts, credit
unions, and commercial lenders.

In late 1997, American Bancshares evaluated the market on the west coast of
Florida and concluded that the process of consolidation would continue to occur
in its market thereby reducing the number of community and independent banks.
Larger out-of-state institutions were expected to increase the pace of their
acquisition of Florida-based financial institutions in an attempt to increase
their share of the Florida banking market. At the same time, community banks
had been, and were expected to continue, to combine in an effort to remain
competitive with the larger institutions. After completing its review, American
Bancshares determined that the acquisition of other Florida-based community
banks and financial institutions would be the most cost effective method for
increasing its market share and continuing the growth of the institution.
Pursuing this strategy, American Bancshares acquired a local mortgage company
in 1997 and in early 1998 it consummated the acquisition of Murdock Florida
Bank located in Murdock, Florida.

Following the acquisition of Murdock Florida Bank, American Bancshares
continued to identify additional acquisition candidates, but it was not able to
reach any agreement with suitable candidates. Accordingly, American Bancshares
resumed its strategy of growth through branching. As a result of these events,
among other things, the board of directors became concerned about the operating
efficiencies of its wholly-owned banking subsidiary, American Bank, and whether
further profitable acquisitions were feasible. Advest Inc., American
Bancshares' financial advisor, was requested to conduct an analysis of its
banking operations and provide a comparison of stock performance and projected
results of operations of its current business plan as compared to other
community banks in Florida and adjacent states. American Bancshares also
engaged Sheshunoff & Co. Investment Banking to perform a similar review
concentrating on how to improve earnings and reduce expenses. Both Sheshunoff
and Advest identified several areas where operating efficiencies could be
improved and costs that could be reduced. In early 1999, American Bancshares
began to restructure its banking operations in an effort to improve earnings
through a reduction of expenses and the elimination of unprofitable banking
relationships.

From time to time, members of the board of directors and management of
American Bancshares had been approached by other financial institutions which
expressed an interest in a business combination with American Bancshares.
Although American Bancshares had routinely dismissed such approaches, following
the Sheshunoff and Advest studies in mid-1999 and the repeated inability to
locate suitable acquisition candidates, together with concerns that proposals
to eliminate the pooling of interests method of accounting could lower prices
paid in financial institution acquisitions, the board of directors determined
that it should evaluate its current business and prospects under its business
plan against the values that might be achieved through a sale of American
Bancshares.

On July 20, 1999, the executive committee of the board of directors of
American Bancshares asked Advest to make a presentation discussing the current
market for the acquisition of financial institutions in the Southeastern United
States, as well as the trading market for the common stock of such
institutions. Advest identified those institutions that it believed would be
interested in pursuing an acquisition of American Bancshares. On July 21, 1999,
the board of directors of American Bancshares formally engaged Advest to assist
them in evaluating American Bancshares' current business plan and to analyze
the strategic alternatives available to it.

On July 29, 1999, Advest made its presentation to the board of directors. In
this presentation, Advest discussed the current operating environment for
financial institutions in the Southeastern United States, provided a comparison
of the financial performance of American Bancshares and the trading market for
its shares to that of its peers, and provided an assessment of the American
Bancshares business plan and prospects and its potential long-term value to
shareholders. Similar to the report made to the executive committee on July 20,
1999, this presentation to the full board also identified financial
institutions that Advest believed would be interested in considering an
acquisition of American Bancshares. After deliberation of the matter following
the Advest presentation, the board of directors authorized Advest to solicit
non-binding indications of interest for

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<PAGE>

the acquisition of American Bancshares by a limited number of financial
institutions, with the understanding that the board of directors had not yet
determined that a sale of American Bancshares was desirable or in the best
interests of American Bancshares shareholders.

Between July 30, 1999, and August 3, 1999, Advest contacted several
financial institutions regarding their interest in considering a potential
acquisition of American Bancshares. These institutions were presented with a
copy of a confidentiality agreement. They were informed that American
Bancshares had not yet determined whether it was for sale. Most of these
institutions expressed an interest in a potential business combination with
American Bancshares. Each institution entered into a confidentiality agreement
and was provided with a confidential information memorandum regarding American
Bancshares prepared by Advest and senior members of American Bancshares'
management. In order for American Bancshares' board of directors to ascertain
whether a sale of American Bancshares should be considered further, each
interested party was advised that indications of interest, including prices,
and the form of consideration that they would be willing to pay for an
acquisition of American Bancshares, were to be furnished to Advest on or before
August 25, 1999. After receiving the indications of interest, the board of
directors would then consider whether it was in the best interests of American
Bancshares and its shareholders to further consider and negotiate a sale of
American Bancshares.

On August 26, 1999, Advest made a presentation to the board of directors
describing the results of its solicitation of indications of interest and
provided an analysis of the values offered against its updated assessment of
the American Bancshares business plan. This presentation included a summary of
all indications of interest received. Several of the recipients of the
confidential information memorandum actively discussed the possibility of
submitting an indication of interest to Advest. Five submitted indications of
interest. Advest's presentation of the indications of interest included a
present value analysis of projected future values of the stock being offered by
each interested party. Advest's presentation also included an analysis of the
American Bancshares business plan which included projected income statements
and present value analysis of the potential impact of the plan on the market
price for American Bancshares common shares.

After receiving and discussing the information provided by Advest, and
analyzing the indications of interests received and the projected results of
its business plan, the board of directors authorized Advest to seek formal bids
for the acquisition of American Bancshares. Advest identified the indications
of interest from Gold Banc and from another financial institution as the
highest values offered for American Bancshares. Based on Gold Banc's indication
of interest, which offered the highest value for American Bancshares, the board
of directors authorized Advest to request a formal bid and to invite Gold Banc
to conduct due diligence prior to submitting their bid. The final bid, however,
was required to be submitted no later than the close of business on September
3, 1999.

From August 29, 1999 through August 31, 1999, Gold Banc conducted due
diligence at the offices of American Bancshares. The due diligence review
included a review of certain documents of American Bancshares, as well as
interviews with senior management.

On September 1, 1999, representatives of the other financial institution
which had submitted the second highest indication of interest contacted Advest
to request an opportunity to conduct due diligence and to provide a revised
indication of interest. After several discussions between Advest and certain
members of the executive committee of American Bancshares, the other financial
institution was given approval to perform a limited due diligence on September
2, 1999. Later that day, following their review, the other financial
institution submitted a revised indication of interest. The other financial
institution was advised by Advest that final bids were due no later than
September 3, 1999.

On September 3, 1999, Gold Banc submitted its formal bid and a further
revised bid was submitted by the other financial institution. The board of
directors held a meeting that evening to review the bids received. At this
meeting, Advest presented a report to the board of directors analyzing and
comparing each of the bids. Each bid offered a stock-for-stock exchange. Gold
Banc offered (a) $18.18 per share based on the average

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closing price of Gold Banc common stock several days prior to the merger, (b) a
floating rate exchange ratio if the average closing price of Gold Banc common
stock was between $13.75 and $11.00 per share, and (c) a right to terminate the
transaction if the average closing price is below $10.00 per share. The other
financial institution offered a higher price, based on current stock values,
with a floating rate exchange ratio to be set on the date of the definitive
merger agreement, but without any termination provision in the event of a drop
in the market price of the other financial institution's common stock.

Advest reviewed the following points with the board of directors:

. the mechanics for, and timing of, fixing the exchange ratios, and the
risks and benefits of the floating exchange ratio being set immediately
prior to the closing of the transaction as provided for in the Gold Banc
proposal as compared to the ratio being set upon the signing of the
definitive agreement as provided in the other financial institution's
proposal,

. the current value of the price being offered by each bidder, the
firmness of the prices proposed, and the risk of such offers losing
value if the overall market should fall,

. the differences in the trading values of each bidder's common stock,

. the protections offered by the proposed walk-away rights offered by Gold
Banc, and the lack of such protections under the other financial
institution's proposal,

. the long-term prospects for stock appreciation in each bidders stock,
including analysts estimates of future stock values for Gold Banc and
the other financial institution,

. the level of ownership control that the American Bancshares'
shareholders would have in the surviving institution (both in percentage
of stock ownership and in view of director representation offered by
each bidder, both at the holding company and bank level),

. the potential impact on both employees and customers,

. the plans for the franchise following a merger.

Following this presentation, the board of directors engaged in a lengthy
discussion of the differences of the two bids. Each of the above points was
viewed as having a potential impact on the value of its shareholders'
investment.

The board of directors noted that Gold Banc intended to utilize American
Bancshares as the lead bank for its Florida expansion and would give its
shareholders a significantly larger interest in the combined entity. The
directors also believed that the Gold Banc offer afforded its shareholders an
opportunity to be a part of the early stages of Gold Banc's Florida expansion
while providing its shareholders with an ability to influence its direction and
maintaining the community bank approach to its operations. In this regard,
American Bank would retain its name, management, directors, and most of its
staff. The board of directors concluded that these factors were likely to
provide significantly more long-term upside value for its shareholders than
that afforded by the other financial institution's proposal. During this
discussion Advest stated that it was of the opinion that the Gold Banc offer
was fair from a financial point of view to the shareholders of the American
Bancshares.

Following these deliberations, the board of directors then unanimously voted
to accept the Gold Banc bid and authorized the executive committee and the
president of American Bancshares to negotiate the final terms and conditions of
the definitive agreement.

On September 6, 1999, a final agreement was reached and the parties entered
into the merger agreement. A public announcement of the agreement was released
before the opening of the market on September 7, 1999.

In mid January 2000, the parties discussed the terms of the merger agreement
which provided American Bancshares with the right to terminate the transaction
in the event the Gold Banc average stock price was less than $10.00. In recent
months the Gold Banc common stock has from time to time closed at a price below
$10.00 per share. After discussing this matter over several days, it was
determined and agreed to by the parties

11
<PAGE>

that American Bancshares has the right to terminate the merger agreement if the
Gold Banc average stock price is less than $9.25. In exchange, Gold Banc agreed
to allow American Bancshares to exercise this right of termination without any
obligation on the part of American Bancshares to renegotiate a revised merger
consideration with Gold Banc. On January 24, 2000, the parties entered into the
First Amendment to Agreement and Plan of Reorganization reflecting the
agreement of the parties. A copy of the First Amendment to Agreement and Plan
of Reorganization, containing these and other agreements reached by the
parties, is attached to this Joint Proxy Statement/Prospectus as Appendix A.

Our Reasons for the Merger

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

1. The anticipated merger consideration to be paid to the American
Bancshares stockholders in relation to the book value and earnings per
share of the American Bancshares common stock;

2. The Gold Banc board's review of the business, operations and
financial condition of American 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
products offered by Gold Banc and American Bancshares in expectation that
the merger would provide it with opportunities for additional growth, and
permit Gold Banc to further establish its market presence in Florida in a
manner that would provide greater geographic diversification;

4. The impact of the merger on customers, depositors, employees and
communities served by Gold Banc and American Bancshares;

5. The expectation that the merger will be accounted for under the
pooling of interests method of accounting. See "Accounting Treatment;
Restrictions on Sales by Affiliates" on page 26;

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

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

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

In addition, the Gold Banc board of directors has obtained the opinion of
Keefe, Bruyette & Woods, Inc., financial advisor to Gold Banc, that the
consideration proposed to be paid by Gold Banc for American Bancshares pursuant
to the merger agreement is fair, from a financial point of view, to Gold Banc.
The opinion of Keefe, Bruyette & Woods, Inc. is set forth in Appendix C to this
joint proxy statement/prospectus.

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 American Bancshares stockholders.

American Bancshares. In reaching its decision that the merger is fair to,
and in the best interests of, American Bancshares and its shareholders and
recommending that the American Bancshares shareholders vote in favor of the
merger and approve and adopt the merger agreement, the board of directors of
American Bancshares consulted with management of American Bancshares, as well
as its financial and legal advisors and considered a variety of factors,
including the following:

12
<PAGE>

1. The financial terms of the merger, including the value of the
consideration offered, the premium to book value paid, the prices paid in
comparable transactions, relative earnings per share, and the relative
shareholders' equity of Gold Banc and American Bancshares.

2. The future prospects of American Bancshares and possible alternatives
to the proposed merger of American Bancshares with Gold Banc Acquisition
Corporation XI, including the prospects of continuing as an independent
institution. The American Bancshares board considered the other indications
of interest received, and the prospects for receiving a better financial
offer from another institution having the same commitment to providing
community banking services to its customers following a merger. In
evaluating firm bids received by American Bancshares, the board of
directors gave strong consideration to (a) the mechanics surrounding the
establishment of the terms of the exchange ratio and the risks regarding
the differences in timing, (b) the protections afforded, or the lack
thereof, with regard to a potential drop in the price of the bidder's
common stock, and (c) the firmness of the prices proposed.

3. The business and financial condition and earnings prospects of Gold
Banc, the potential growth of Gold Banc's banking operations, and the
competence, experience, and integrity of Gold Banc and its management. In
this regard, the board of directors considered the long-term prospects for
appreciation in Gold Banc's common stock, as well as the level of ownership
control that American Bancshares' shareholders would have in the surviving
institution and in the Florida operations of Gold Banc. Further, American
Bancshares also considered the impact of being the first Florida
institution acquired by Gold Banc and the prospects for additional growth
in the Florida market.

4. The opinion of Advest, Inc. that the terms of the merger as provided
in the merger agreement were fair, from a financial point of view, to
American Bancshares shareholders. The opinion of Advest, Inc. is set forth
in Appendix B to this joint proxy statement/prospectus.

5. Information with respect to the financial condition, results of
operations, business and prospects of American Bancshares and the current
industry, economic, and market conditions, as well as the risks associated
with achieving those prospects. This consideration also included the
potential effect that the proposed elimination of the pooling of interests
method of accounting may have on prices paid for stock of financial
institutions in the future.

6. The non-financial terms and structure of the merger agreement and the
proposed merger, in particular, the fact that the merger is intended to
qualify as a tax-free reorganization to American Bancshares shareholders.

7. The social and economic effects of the merger on American Bancshares
and its employees, depositors, loan and other customers, creditors, and
other constituencies of the communities in which American Bancshares is
located. The board of directors of American Bancshares considered the
anticipated retention level of its employees following the merger, the
terms of the employee benefits to be received, the proposed structure and
operation of the resultant financial institution as a community bank
following the merger, and the commitment to customer quality and service
that Gold Banc would provide to American Bancshares' customers and
depositors.

8. The likelihood of the proposed merger being approved by appropriate
regulatory authorities.

Each of the above factors support, directly or indirectly, the determination
of the board of directors of, American Bancshares as to the fairness of the
merger agreement and the related merger. American Bancshares board did not
quantify or attempt to assign relative weights to the specific factors
considered in reaching its determination; however, the American Bancshares
board placed special emphasis on future prospects for stock appreciation in
Gold Banc common stock, the role American Bancshares will play in the future
Florida expansion of Gold Banc, and the receipt of a favorable fairness opinion
from its financial advisor. See "Opinion of American Bancshares' Financial
Advisor" on page 14.

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

13
<PAGE>

Opinion of American Bancshares' Financial Advisor

By agreement dated July 21, 1999, American Bancshares' board of directors
retained Advest, Inc. ("Advest") as its financial advisor in connection with
American Bancshares' continuing review of its business, operations, financial
condition and prospects. Services provided by Advest under the agreement
included an assessment of the various strategic options available to American
Bancshares and the impact on stockholder value of such options, including a
business combination. Further, the agreement provided that to the extent a
business combination was deemed advisable, Advest would assist American
Bancshares in identifying and contacting suitable business combination
candidates, preparing due diligence information, evaluating any proposals and
other necessary investment banking matters, including, if requested by American
Bancshares' board of directors, rendering a fairness opinion regarding the
consideration to be received by the stockholders of American Bancshares in a
merger or acquisition transaction from a financial point of view.

Advest has delivered a written opinion to American Bancshares' board of
directors, originally dated and delivered on September 6, 1999, and updated to
the date of this joint proxy statement/prospectus to the effect that the
exchange ratio to be received by American Bancshares' stockholders, pursuant to
the merger agreement, is fair, from a financial point of view, to the
stockholders of American Bancshares. Except as otherwise disclosed herein,
there were no limitations imposed by American Bancshares on Advest in
connection with its rendering of the fairness opinion.

Advest is a nationally recognized investment banking firm, which was
selected by American Bancshares based on Advest's experience and expertise, as
well as on Advest's familiarity and prior experience with American Bancshares.
As part of its investment banking business, Advest is regularly engaged in the
valuation of bank, bank holding company and thrift institution securities in
connection with mergers, acquisitions, negotiated underwritten offerings,
secondary distributions of listed and unlisted securities, private placements
and for various other purposes. As financial advisor to American Bancshares,
Advest was involved throughout all of the discussions with the various
financial institutions that had expressed an interest in a business combination
with American Bancshares, including the offer by Gold Banc, as well as the
negotiations with Gold Banc that resulted in the merger agreement.

The full text of Advest's fairness opinion, which sets forth the assumptions
made and matters considered, is attached as Appendix B to this joint proxy
statement/prospectus. You should read Advest's opinion in its entirety. You
also should consider the following when reading the discussion of Advest's
opinion in this document:

. Advest's opinion is directed only to the consideration offered in the
merger and does not constitute a recommendation to any American
Bancshares stockholder as to how such stockholder should vote on the
proposed transaction;

. The Advest opinion does not address the relative merits of the merger and
the other business strategies considered by American Bancshares' board of
directors, nor does it address the board's decision to proceed with the
merger;

. Advest expressed no opinion as to the prices at which the American
Bancshares common stock or the Gold Banc common stock will actually trade
at any time;

. The summary information regarding Advest's opinion and the procedures
followed in rendering such opinion set forth in this joint proxy
statement/prospectus is qualified in its entirety by reference to the
full text of such opinion.

In arriving at the opinion, Advest, among other things:

. reviewed financial and other information that was publicly available,
including SEC and regulatory filings and related disclosures, for both
American Bancshares and Gold Banc;

. analyzed certain internal financial projections and other financial and
operating data prepared by the management of American Bancshares;

14
<PAGE>

. discussed with senior management of each of Gold Banc and American
Bancshares their views on each company's respective past and current
business operations, results thereof, financial condition and future
prospects;

. compared the price and trading activity for Gold Banc's and American
Bancshares' common stock, as well as certain financial and market
information for Gold Banc and American Bancshares, with similar
information for certain other companies whose securities are publicly
traded;

. reviewed the merger agreement;

. analyzed certain bank mergers and acquisitions on a state and regional
basis for institutions deemed to be reasonably similar to American
Bancshares, and compared the proposed financial consideration in the
merger with the consideration paid in other relevant mergers and
acquisitions;

. assessed the pro forma impact of the merger on Gold Banc and American
Bancshares;

. reviewed this joint proxy statement/prospectus;

. conducted such other financial studies, analyses and investigations as
Advest deemed appropriate for purposes of its opinion.

In performing its review, Advest assumed and relied upon, without
independent verification, the accuracy and completeness of all the financial
information, analyses and other information reviewed by and discussed with
Advest. Advest did not make any independent evaluation or appraisal of specific
assets or liabilities, the collateral securing the assets or the liabilities of
Gold Banc or American Bancshares or any of their subsidiaries, or the
collectibility of any such assets (relying, where relevant, on the analyses and
estimates of Gold Banc and American Bancshares). Advest also assumed the
following with regard to its review:

. The financial projections reviewed with management have been reasonably
prepared on bases reflecting the best currently available estimates and
judgments of the respective managements of the future financial
performance of Gold Banc and American Bancshares;

. The merger would be consummated in accordance with the terms of the
merger agreement, without material waiver or modification;

. The merger will qualify as a pooling of interests transaction under
generally accepted accounting principles;

. The transaction will qualify as a tax-free reorganization for United
States federal income tax purposes and all material governmental,
regulatory or other consents and approvals necessary for the consummation
of the merger will be obtained without any adverse effect on American
Bancshares or Gold Banc, or on the anticipated benefits of the merger;

. There has been no significant change in Gold Banc's or American
Bancshares' assets, financial condition, results of operations, business
or prospects since the date of the last financial statements made
available to Advest with the exception of Gold Banc's acquisition of DSP
Investments, Limited, and its subsidiary, Linn County Bank, which was
completed on December 31, 1999.

In connection with rendering its fairness opinion to the American Bancshares
board of directors, Advest performed a variety of financial analyses. The
following is a summary of such analyses, but does not purport to be a complete
description of the Advest analyses. The preparation of a fairness opinion is a
complex process involving subjective judgments and is not necessarily
susceptible to partial analyses or summary description. Advest believes that
its analyses must be considered as a whole and that selecting portions of such
analyses and the factors considered therein, without considering all factors
and analyses, could create an incomplete view of the analyses and the processes
underlying Advest's opinion. You also should understand that the order of
analyses (and results thereof) described does not represent relative importance
or weight given to these analyses by Advest.

In performing its analyses, Advest made numerous assumptions with respect to
industry performance, business and economic conditions and various other
matters, many of which cannot be predicted and are beyond the control of
American Bancshares, Gold Banc or Advest. Any estimates contained in Advest's

15
<PAGE>

analyses are not necessarily indicative of future results or values, which may
be significantly more or less favorable than such estimates. Estimates of
values of companies do not purport to be appraisals or necessarily reflect the
prices at which companies or their securities actually may be sold. No company
or transaction utilized in Advest's analyses was identical to American
Bancshares or Gold Banc or the merger. Because such estimates are inherently
subject to uncertainty, Advest assumes no responsibility for their accuracy.

The forecasts or projections furnished to Advest for American Bancshares
were prepared by American Bancshares' management. As a matter of policy,
American Bancshares does not publicly disclose internal management forecasts,
projections or estimates of the type furnished to Advest in connection with its
analysis of the merger, and such forecasts, projections and estimates were not
prepared with a view towards public disclosure. These forecasts, projections
and estimates were based on numerous variables and assumptions which are
inherently uncertain and which may not be within the control of American
Bancshares management, including, without limitation, general economic,
regulatory and competitive conditions.

Advest's opinion dated September 6, 1999, and its opinion dated as of the
date of this joint proxy statement/prospectus, are based upon economic, market
and other conditions as they existed and could be evaluated on September 6,
1999 and the date of this joint proxy statement/prospectus, respectively. Since
the announcement of the merger and Advest's opinion dated September 6, 1999,
Gold Banc has announced the acquisitions of CountryBanc Holding Company,
Edmond, Oklahoma, First Business Bancshares, Kansas City, Missouri, and Linn
County Bank, LaCygne, Kansas. The acquisition of Linn County Bank was
subsequently completed on December 31, 1999. Analyses discussed herein and
incorporated into Advest's opinion dated as of the date of this joint proxy
statement/prospectus consider the financial impact of these pending
transactions, although Advest expresses no opinion as to the fairness of the
consideration in these transactions.

Stock Trading History. Advest reviewed the performance of the weekly stock
prices and trading volume of American Bancshares common stock for the period
from December 31, 1996 through September 3, 1999 and that of Gold Banc common
stock for the period from December 31, 1996 through January 21, 2000. Advest
compared the per share stock price activity of American Bancshares common
stock, up to the announcement of the merger, to American Bancshares' peer
companies and to major bank stock indices. Advest also compared the per share
stock price activity of Gold Banc common stock to Gold Banc's peer companies
and to the same major bank stock indices.

Assessment of Implied Purchase Price. Gold Banc's closing stock price was
$11.875 per share on September 3, 1999, which is the last trading day prior to
the date of the merger agreement and Advest's first fairness opinion. As of
January 21, 2000, the closing stock price for Gold Banc was $8.56 per share. On
this date, the trailing 10-day average, 20-day average and 30-day average stock
prices for Gold Banc were $8.88 per share, $9.01 per share and $9.00 per share,
respectively. According to the terms of the merger agreement, as amended, if
the average of the closing sale prices of Gold Banc common stock for the ten
trading days immediately preceding the third trading day before the later to
occur of: (i) receipt of the last governmental approval relating to the merger,
or (ii) approval by the stockholders of both American Bancshares and Gold Banc
of the merger (the "determination date") is less than $9.25 per share, American
Bancshares may request the opportunity to renegotiate the exchange ratio with
Gold Banc or may terminate the merger agreement, during a period from the
determination date through March 31, 2000. As a condition to closing, Advest
must update its opinion once again, at which point the average Gold Banc stock
price and exchange ratio will have already been determined.

Advest's opinion dated as of the date of this joint proxy
statement/prospectus uses an average Gold Banc stock price of $9.25 per share.
At a stock price for Gold Banc of $9.25 per share, the implied stock value per
share to American Bancshares and the multiples of price-to-book value and
price-to-LTM EPS are as follows:

<TABLE>
<CAPTION>
American
Bancshares Price To
Gold Banc Deal Value ------------------
Stock Price Per Share Book Value LTM EPS
----------- ---------- ---------- -------
<S> <C> <C> <C> <C>
Minimum Price Mandated in Merger
Agreement....................... $9.25 $15.29 285% 38.2
</TABLE>

16
<PAGE>

As of January 21, 2000 the implied purchase price for American Bancshares
and multiple of price to book value and price to trailing twelve month earnings
for the trailing 10-day, 20-day and 30-day averages are as follows:

<TABLE>
<CAPTION>
Implied American Price To
Gold Banc Bancshares(1) ------------------
Stock Price Deal Value Per Share Book Value LTM EPS
----------- -------------------- ---------- -------
<S> <C> <C> <C> <C>
Trailing 10-day average. $8.88 $14.67 274% 36.7
Trailing 20-day average. $9.01 $14.89 278% 37.2
Trailing 30-day average. $9.00 $14.87 278% 37.2
</TABLE>
- --------
(1) Uses the implied maximum exchange ratio of 1.6527 shares of Gold Banc
common stock for each share of American Bancshares common stock.

Comparable Public Company Analysis. Advest reviewed certain financial,
operating and stock market performance data of 20 publicly traded banks and
bank holding companies headquartered in the Southeast United States, each with
between $255 million and $720 million in total assets, and using data as of and
for the nine months ended September 30, 1999. Advest analyzed the relative
performance and value of American Bancshares by comparing certain publicly
available financial data of American Bancshares with that of its peer
companies, including leverage ratio, return on assets, return on equity, market
price to estimated 1999 earnings per share, market price to estimated 2000
earnings per share and market price to book value. All stock prices were
closing prices as of August 27, 1999, five trading days prior to the
acquisition announcement. The analyses yielded the following comparison of the
medians for the peer companies with American Bancshares, respectively:

<TABLE>
<CAPTION>
Peer American
Companies Bancshares
--------- ----------
<S> <C> <C>
Leverage ratio.......................................... 8.92% 8.45%
Return on average assets................................ 1.08% 0.59%
Return on average equity................................ 12.63% 10.43%
Market price to estimated 1999 earnings per share....... 16.13x 18.75x
Market price to estimated 2000 earnings per share....... 13.54x 13.93x
Market price to book value.............................. 180% 182%
</TABLE>

Advest performed similar analyses with respect to Gold Banc. Advest reviewed
and compared certain financial, operating and stock performance data of Gold
Banc with 20 publicly traded commercial banks and bank holding companies in the
Midwest, United States, with assets of between $1.0 billion and $4.2 billion,
and financial data as of and for the nine months ended September 30, 1999.
Advest analyzed the relative performance and value of Gold Banc by comparing
certain publicly available financial data of Gold Banc with that of the peer
companies, including leverage ratio, return on assets, return on equity, market
price to estimated 1999 earnings per share, market price to estimated 2000
earnings per share and market price to book value. All stock prices were
closing prices on January 21, 2000. The analysis yielded the following
comparison of the medians for the peer companies with those for Gold Banc,
respectively:

<TABLE>
<CAPTION>
Peer Gold
Companies Banc
--------- -------
<S> <C> <C>
Leverage ratio............................................. 9.45% 7.40%
Return on average assets................................... 1.35% 1.15%
Return on average equity................................... 13.09% 15.56%
Market price to estimated 1999 earnings per share.......... 12.56x 10.31x
Market price to estimated 2000 earnings per share.......... 11.51x 8.23x
Market price to book value................................. 170.95% 162.74%
</TABLE>

17
<PAGE>

Advest also analyzed certain of these ratios for Gold Banc on a pro forma
basis, including the merger and all other pending acquisitions, and compared
those ratios to Gold Banc's peer companies. The analysis yielded the following
comparisons of the medians for the peer companies with those of Gold Banc on a
pro forma basis, respectively:

<TABLE>
<CAPTION>
Peer Gold
Companies Banc
--------- -------
<S> <C> <C>
Market price to estimated 2000 earnings per share.......... 11.51x 7.93x
Market price to book value................................. 170.95% 171.89%
</TABLE>

Discounted Cash Flow Valuation. Advest performed a discounted cash flow
valuation to estimate a range of present values per share of American
Bancshares common stock assuming American Bancshares continued to operate as a
stand-alone entity. Advest calculated the theoretical per share value of
American Bancshares common stock based on the present value of (i) an initial
distribution to shareholders to reduce the leverage ratio of American
Bancshares to 7%, (ii) implied dividends per share over a five-year period,
assuming American Bancshares could dividend out all current earnings as long as
its leverage ratio remained at 7%, and (iii) the terminal value, or the
theoretical value of a share of American Bancshares common stock at the end of
the five-year period. Advest based the projected earnings per share of American
Bancshares common stock on internal management estimates, which include certain
earnings enhancement initiatives currently in process at American Bancshares.
The terminal values are based upon a range of price-to-earnings and price-to-
book multiples at which similarly sized banking institutions are currently
trading, which are 11 to 13 times earnings and 185% to 215% of book value.
Advest used a range of discount rates of 12% to 14%, which it deemed
appropriate for a company with American Bancshares' risk characteristics.

Advest determined that the value per share of American Bancshares common
stock ranged from $9.97 to $11.93 based on the price-to-earnings multiple
assumptions for the terminal value, and from $9.59 to $11.31 based on the
price-to-book value assumptions for the terminal value.

The results of the discounted cash flow analysis using implied dividends
does not purport to reflect the prices at which any securities may trade at the
present time or at any time in the future. Discounted cash flow analysis is a
widely used valuation method, but the results of this method are highly
dependent upon numerous assumptions, including earnings growth rates, dividend
payout rates, multiples of terminal stock prices and discount rates.

Analysis of Selected Merger Transactions. Advest reviewed the consideration
paid, or proposed to be paid, in other transactions in 1998 and 1999 involving
commercial banks and bank holding companies. Specifically, Advest reviewed 11
acquisitions of commercial banking companies in Florida, and a larger universe
of 60 transactions in the Southeastern United States since January 1, 1998,
with deal values between $25 million and $165 million. In reviewing the
comparable transactions, Advest examined the multiples at announcement of price
paid relative to the last twelve months earnings of the seller, price to book
value, price to tangible book value, and premium to core deposits. These
analyses yielded the following comparisons of the medians for the Florida
transactions with the merger, respectively:

<TABLE>
<CAPTION>
Florida The
Transactions Merger
------------ ------
<S> <C> <C>
Price to earnings (LTM).................................. 30.6x 38.2x
Price to book value...................................... 342.9% 285.3%
Price to tangible book value............................. 342.9% 285.8%
Premium to core deposits................................. 27.9% 15.8%
</TABLE>

These analyses yielded the following comparison of the medians for the
Southeast transactions with the merger, respectively:

<TABLE>
<CAPTION>
Southeast
Transactions
-------------
1998-- The
1999 1999 Merger
------ ------ ------
<S> <C> <C> <C>
Price to earnings (LTM)................................. 22.5x 21.5x 38.2x
Price to book value..................................... 314.5% 304.7% 285.3%
Price to tangible book value............................ 323.4% 307.1% 285.8%
Premium to core deposits................................ 27.9% 27.8% 15.8%
</TABLE>

18
<PAGE>

In conjunction with updating its opinion from September 6, 1999 to the date
of this joint proxy statement/ prospectus, Advest also examined acquisitions of
commercial banks on a nationwide basis that have occurred since October 1,
1999, with deal values also between $25 million and $165 million, and compared
their pricing medians to the merger as follows:

<TABLE>
<CAPTION>
Nationwide The
Transactions Merger
------------ ------
<S> <C> <C>
Price to earnings (LTM).................................. 21.6x 38.2x
Price to book value...................................... 262.2% 285.3%
Price to tangible book value............................. 285.0% 285.8%
Premium to core deposits................................. 21.6% 15.8%
</TABLE>

Pro Forma Merger Analysis. Advest analyzed the changes in the amount of
fully diluted earnings per share and book value represented by the issuance of
Gold Banc common stock at the exchange ratio, as well as the impact of the
merger on the combined company's market capitalization, total assets, loan
portfolio, deposit base, credit quality and net income. This analysis uses the
maximum exchange ratio as provided in the merger agreement, whereby American
Bancshares shareholders would receive approximately 1.6527 shares of Gold Banc
common stock for each American Bancshares common stock. The analysis also is
based upon: (i) September 30, 1999 balance sheet information for American
Bancshares and Gold Banc, (ii) projected 2000 and 2001 earnings for American
Bancshares and Gold Banc, including projected synergies from the merger, and
(iii) relevant balance sheet, earnings and synergies information for Gold
Banc's other pending acquisitions.

Advest initially did the analysis looking at the impact to Gold Banc without
the effect of its additional pending acquisitions. These analyses indicate
that, with projected synergies, the transaction is expected to be approximately
8.7% dilutive to the 2000 earnings per share of Gold Banc on a full-year basis
and approximately 2.6% dilutive to the 2001 earnings per share of Gold Banc,
based on the issuance of approximately 8.3 million new Gold Banc shares in the
merger. Prior to adjustments for anticipated synergies, the merger would be
approximately 15.3% dilutive to Gold Banc's projected 2000 earnings per share
on a full year basis. Before considering pooling costs, and based on the above
exchange ratio, the transaction is expected to be 12.5% dilutive to Gold Banc's
book value per share and 2.9% accretive to tangible book value per share at
September 30, 1999.

Advest also reviewed the analysis looking at Gold Banc on a pro forma basis,
including all of its pending acquisitions. On this basis, with projected
synergies, the transaction would be expected to be 5.8% dilutive to the 2000
pro forma earnings per share of Gold Banc on a full-year basis and
approximately 2.4% dilutive to the 2001 pro forma earnings per share of Gold
Banc, based on the issuance of approximately 8.3 million new Gold Banc shares
in the merger and 16.6 million new shares in Gold Banc's other pending
acquisitions. Prior to adjustments for anticipated synergies, the merger would
be approximately 7.7% dilutive to Gold Banc's projected pro forma 2000 earnings
per share on a full year basis. Before considering pooling costs, and based on
the above exchange ratio, the transaction is expected to be approximately 7.4%
dilutive to Gold's pro forma book value per share and 0.3% dilutive to pro
forma tangible book value per share.

Advest also analyzed the impact of the merger on the American Bancshares
shareholders by calculating equivalent values in Gold Banc stock for each
American Bancshares share, using an exchange ratio of 1.6527 Gold Banc shares
per American Bancshares share, and considering all of Gold Banc's pending
acquisitions. That analysis, which was based on certain assumptions made by
Advest, found that equivalent post transaction earnings per share of Gold Banc
for American Bancshares shareholders would be $1.65 per share on a full-year
basis, which is approximately 85.4% greater than American Bancshares' projected
2000 earnings per share of $0.89. Gold Banc's equivalent book value per share,
not including pooling costs, would be $7.97 per share for American Bancshares'
shareholders post transaction, which is 48.7% greater than American Bancshares'
current book value of $5.36 per share. The equivalent post-transaction
dividends per share for American Bancshares shareholders in Gold Banc stock
would be $0.13 per share. American Bancshares does not currently pay dividends.

19
<PAGE>

Contribution Analysis. Based upon the maximum exchange ratio as provided in
the merger agreement, shareholders of American Bancshares would receive 1.6527
Gold Banc shares for each American Bancshares share. American Bancshares
shareholders would therefore own approximately 19.7% of the pro forma shares
outstanding, which incorporates the estimated impact of all of Gold Banc's
pending acquisitions. American Bancshares would contribute approximately 16.7%
of the assets, 14.9% of the loans, 15.9% of the deposits and 13.3% of the
equity to the combined pro forma entity, which also includes all other pending
acquisitions by Gold Banc. Based upon internal management estimates for both
Gold Banc and American Bancshares, American Bancshares is projected to
contribute approximately 12.9% of the pro forma combined net income in 2000,
excluding the impact of cost savings and revenue enhancements, and 14.7% of the
pro forma combined net income when including cost savings and revenue
enhancements.

Consideration to Advest. American Bancshares agreed to pay Advest a
transaction fee of 0.90% of the aggregate consideration to be paid by Gold Banc
upon consummation of the merger. Of this fee, $75,000 has been paid upon
signing of the merger agreement and $100,000 has been paid upon the delivery of
Advest's fairness opinion to American Bancshares' board of directors. American
Bancshares has also agreed to reimburse Advest, upon request, for reasonable
out-of-pocket expenses incurred in connection with Advest's engagement as
financial advisor to American Bancshares in the merger. American Bancshares has
agreed to indemnify Advest and related persons against certain liabilities,
including certain liabilities under the federal securities laws, from and
arising out of or based upon Advest's engagement on American Bancshares' behalf
with regard to the merger.

In the ordinary course of business, Advest may effect transactions, for its
own account or for the accounts of customers, and hold at any time a long or
short position in securities of American Bancshares or Gold Banc. In the past
four years, Advest has provided to American Bancshares financial advisory,
investment banking and other services unrelated to the proposed merger, and has
received fees for the rendering of these services. Advest is a market maker in
American Bancshares' common stock.

Advest has served as lead managing underwriter for two common stock
offerings and two trust preferred offerings for Gold Banc and, from time to
time, has provided strategic and advisory services to Gold Banc in relation to
financial planning and acquisition analysis. Advest is a market maker in Gold
Banc common stock. Advest is not engaged by Gold Banc with respect to the
merger and will not receive any fee from Gold Banc thereby.

Opinion of Gold Banc's Financial Advisor

On November 9, 1999, Gold Banc retained Keefe, Bruyette & Woods, Inc.
("Keefe Bruyette") to render an opinion as to the fairness, from a financial
point of view of the merger to the shareholders of Gold Banc. Keefe Bruyette
was selected to serve as Gold Banc's financial advisor because Keefe Bruyette
is a nationally recognized investment banking firm with substantial experience
in transactions similar to the merger and is familiar with Gold Banc and its
business. As part of its investment banking business, Keefe Bruyette is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions.

On December 6, 1999, Keefe, Bruyette delivered its oral opinion to the
senior management of Gold Banc (subsequently confirmed to Gold Banc's board of
directors by a written opinion dated as of the same date) to the effect that,
as of the date of the opinion and based on and subject to the assumptions,
factors and limitations as set forth in the opinion and as described below, the
consideration proposed to be paid by Gold Banc pursuant to the merger agreement
was fair, from a financial point of view, to Gold Banc. A copy of the Keefe
Bruyette opinion letter is attached to this document as Appendix C and is
incorporated herein by reference.

Keefe Bruyette's opinion is directed to the Gold Banc board and does not
constitute a recommendation to any Gold Banc 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 Gold Banc
board of directors upon Keefe Bruyette with respect to the investigations made
or procedures followed by Keefe Bruyette in rendering its opinion.

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The full text of Keefe Bruyette's written opinion dated as of the date of
this joint proxy statement/prospectus is attached as Appendix C to this joint
proxy statement/proxy and is incorporated herein by reference. The description
of the opinion set forth herein is qualified in its entirety by reference to
Appendix C. Gold Banc 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 review undertaken by
Keefe Bruyette in connection therewith.

In rendering its opinion, Keefe Bruyette reviewed, analyzed and relied upon
the following material relating to the financial and operating condition of
American Bancshares and Gold Banc: (1) the merger agreement; (2) annual reports
to shareholders for the three years ended December 31, 1998 for American
Bancshares and Gold Banc; (3) certain interim reports to shareholders of
American Bancshares and Gold Banc and quarterly reports on Form 10-Q of
American Bancshares and Gold Banc and certain other communications from
American Bancshares and Gold Banc to their respective shareholders; (4) other
financial information concerning the businesses and operations of American
Bancshares and Gold Banc furnished to Keefe Bruyette by American Bancshares and
Gold Banc for the purpose of Keefe Bruyette's analysis, including certain
internal financial
analyses and forecasts for American Bancshares and Gold Banc prepared by senior
management of American Bancshares and Gold Banc; (5) certain publicly available
information concerning the trading of, and the trading market for, the common
stock of American Bancshares and Gold Banc; and (6) certain publicly available
information with respect to banking companies and the nature and terms of
certain other transactions that Keefe Bruyette considered relevant to its
inquiry. Additionally, in connection with its written opinion attached as
Appendix C 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 American
Bancshares 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 American Bancshares 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
for American Bancshares and Gold Banc are adequate to cover such losses. Keefe
Bruyette did not make or obtain any evaluations or appraisals of the property
of American Bancshares or Gold Banc, nor did Keefe Bruyette examine any
individual loan credit files. Keefe Bruyette was informed by Gold Banc, 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,
including those summarized below which it discussed with members of senior
management of Gold Banc on November 26, 1999. Keefe Bruyette also prepared and
delivered to the Gold Banc board of directors certain written material
containing various analyses and other information relevant to the opinion.

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.

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Transaction Summary and Premiums Paid. Keefe Bruyette calculated the merger
consideration to be paid pursuant to the exchange ratio as a multiple of
American Bancshares' trailing four quarter earnings per share, estimated
earnings per share for the years ended December 31, 1999, December 31, 2000,
and December 31, 2001 and as a multiple to book value and tangible book value
as of June 30, 1999. This computation assumed a price per share of Gold Banc
common stock of $11.875 (closing price on September 6, 1999) and exchange ratio
of 1.5309 shares of Gold Banc common stock per share of American Bancshares
common stock or $18.18 for each share of American Bancshares common stock held.
Such an amount would represent a multiple of 45.45 times the trailing four
quarters earnings per share of $0.40, a multiple of 32.46 times third quarter
1999 annualized earnings per share of $0.56, a multiple of 20.38 times
management's 2000 estimate of $0.89 per share and a multiple of 17.72 times
management's 2001 estimate of $1.03 per share.

Financial Overview. Keefe Bruyette reviewed financial ratios, market
capitalization and summary September 30, 1999 income statement and balance
sheet information for both Gold Banc and American Bancshares and the combined
company before and after acquisition adjustments, cost savings and revenue
enhancements.

Contribution Analysis. Keefe Bruyette analyzed the relative contribution of
each of Gold Banc and American Bancshares 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 31.3% for American Bancshares shareholders
based on an exchange ratio of 1.5309. The contribution analysis showed that
American Bancshares would contribute approximately 26.9% of the combined
assets, 23.0% of the combined common equity, 26.7% of the combined deposits,
14.1% of the combined nine months annualized September 30,1999 net income, and
20.4% of the 2000 estimated net income (before cost savings, revenue
enhancements or intangible amortization).

Financial Impact Analysis. Keefe Bruyette performed a pro forma merger
analysis that combined projected income statement and balance sheet information
assuming the merger was effective January 1, 2000. Other assumptions regarding
the accounting treatment, acquisition adjustments, cost savings, and revenue
enhancements were used to calculate the financial impact that the merger would
have on certain projected financial results of Gold Banc. This analysis was
based on estimated earnings per share estimates for Gold Banc and American
Bancshares and estimates of expected cost savings and revenue enhancements in
connection with the merger. These projections were discussed with the
managements of American Bancshares and Gold Banc. The actual results achieved
by Gold Banc following the merger may vary from the projected results and the
variations may be material.

Keefe, Bruyette calculated the impact of the merger on Gold Banc's 2000 and
2001 estimated earnings per share of $1.04 and $1.14, respectively. The 2000
estimate was based on the Institutional Brokers Estimate System, while the
2001, as well as the estimates for 2002, 2003 and 2004 assumed per annum growth
of 10% from the 2000 base year. For American Bancshares, management's estimate
of 2000 and 2001 earnings per share estimates were $0.89 and $1.03,
respectively, and for 2002, 2003 and 2004 earnings per share were projected to
grow at 15% annually. Projections included estimated after-tax cost savings of
American Bancshares' non-interest expenses of $2.3 million in 2000, $2.4
million in 2001, $2.5 million in 2002, $2.6 million in 2003 and $2.8 million in
2004 and after-tax revenue enhancements of $1.8 million for 2000 and projected
to grow by 5% from 2001 through 2004, resulting in $1.9 million in 2001, $2.0
million in 2002, $2.1 million in 2003, and $2.2 million in 2004. The resulting
pro forma combined estimated earnings per share resulted in projected increases
of $0.02 in 2000, $0.02 in 2001, $0.03 in 2002, $0.03 in 2003 and $0.04 in
2004.

Keefe, Bruyette also calculated Gold Banc pro forma combined book value per
share dilution from 2000 through 2004 of 9.37%, 8.18%, 7.11%, 6.13% and 5.24%,
respectively, and pro forma tangible book value dilution from 2000 through 2004
of 0.98%, 1.02%, 0.96%, 0.87% and 0.73%, respectively.

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Return on Investment Analysis. Keefe, Bruyette provided a return on
investment analysis for Gold Banc based on a purchase price of $93,077,000 on
January 1, 2000 and assuming annual income growth rates of 15% for American
Bancshares, after-tax cost savings and revenue enhancements growth rates of 5%,
a terminal multiple of twenty times American Bancshares' earnings contribution
in 2005, and a 50% dividend payout. The analysis resulted in a 26.51% return on
Gold Banc's purchase of American Bancshares. Keefe Bruyette also included a
table based on a range of terminal multiples of 14.0 times, 16.0 times and 18.0
times, which resulted in rates of return of 18.6%, 21.5% and 24.2%,
respectively.

Comparable Transaction Analysis. Keefe Bruyette analyzed certain financial
data related to nine acquisitions of Florida bank holding companies with assets
of $100 million and over announced from January 1, 1998 to November 19, 1999
(the "Florida bank acquisitions").

The following transactions comprised the Florida bank acquisitions:

Buyer: Seller:

Carolina First Corp. Citrus Bank
Union Planters Corp Republic Banking Corp. of FL
Union Planters Corp. Ready State Bank
F.N.B. Corp. Guaranty Bank & Trust
SunTrust CitizensBancorp, Inc.
Regions Financial Corp. Village Bankshares, Inc.
Union Planters Corp. Transflorida Bank
South Trust Corp. American Banks of Florida

For the Florida bank acquisitions, Keefe Bruyette calculated an average
multiple of price to the sellers' earnings (trailing twelve months) as 27.11
times compared to a multiple of 45.45 times (trailing twelve months) earnings
per share associated with the merger; an average premium to the sellers' stated
book value of 316% compared to a premium of 338% associated with the merger;
and an average premium to the sellers' tangible book value of 318% compared to
a premium of 339% associated with the merger; an average deal price to assets
of 29.21 compared to 19.20 associated with the merger and an average deposit
premium of 25.46 compared to a deposit premium of 21.72 associated with the
merger.

Keefe Bruyette also analyzed certain financial data related to ten
acquisitions of Southeastern bank holding companies with assets of $250 million
to $750 million announced from January 1, 1998 to November 19, 1999 (the
"Southeastern bank acquisitions").

The following transactions comprised the Southeastern bank acquisitions:

Buyer: Seller:

BB&T Corp. Hardwick Holding Co.
Wachovia Corp. B.C. Bankshares, Inc.
Regions Financial Corp. Minden Bancshares Inc.
National Commerce BanCorp First Financial Corp. of Mt. Juliet
Synovus Financial Corp. First & Farmers Bancshares
Union Planters Corp. Southeast Bancorp, Inc.
Union Planters Corp. Arkansas Banking Co.
Regions Financial Corp. Etowah Bank
Regions Financial Corp. CB&T Inc.

For the Southeastern bank acquisitions, Keefe Bruyette calculated an average
multiple of price to the sellers' earnings (trailing twelve months) as 21.84
times compared to a multiple of 45.45 times (trailing twelve months) earnings
per share associated with the merger; an average premium to the sellers' stated
book value of

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306% compared to a premium of 338% associated with the merger; and an average
premium to the sellers' tangible book value of 326% compared to a premium of
339% associated with the merger; an average deal price to assets of 28.25
compared to 19.20 associated with the merger and an average deposit premium of
26.42 compared to a deposit premium of 21.72 associated with the merger.

Selected Peer Group Analysis. Keefe Bruyette compared the financial
performance and market performance of American Bancshares based on various
financial measures of earnings performance, operating efficiency, capital
adequacy and asset quality and various measures of market performance,
including market/book values, price to earnings and dividend yields to those
of a group of comparable holding companies. For purposes of such analysis, the
financial information used by Keefe Bruyette was as of and for the quarter
ended September 30, 1999 as available and the market price information was as
of September 6, 1999. The companies in the peer group were southern bank
holding companies in Florida, Alabama and Georgia which had total assets
ranging from approximately $300 million to $700 million and included the
following companies:

. PAB Bancshares, Inc. . Gulf West Banks, Inc.
. Peoples BancTrust Company . Community First Banking Co.
. South Alabama Bancorp . TIB Financial Corp.
. Commercial Bankshares, Inc. . Auburn National Bancorp
. Habersham Bancorp . First Sterling Banks, Inc.
. Colony Bankcorp, Inc. . CNB Florida Bancshares, Inc.
. First Banking Co. of SE Georgia

Keefe Bruyette's analysis showed the following concerning American
Bancshares' financial performance:

. that its return on equity on an annualized basis was 10.43 %, compared
with an average of 11.32% for the peer group;

. that its return on assets on an annualized basis was 0.59% compared with
an average of 1.06% for the group;

. that its net interest margin on an annualized basis 3.88%, compared with
an average of 4.69%;

. that its efficiency ratio on an annualized basis was 73.96%, compared
with an average of 63.43%;

. that its equity to assets ratio was 5.73%, compared to an average of
9.27%;

. that its ratio of loan loss reserve to nonperforming loans was 62.11%,
compared to an average of 256.46%;

. that its net charge-offs to average loans were 0.35% compared to 0.27%
for the group; and

. that its ratio of nonperforming assets to total loans and other real
estate owned was 1.57%, compared to an average of 0.78% for the group.

Keefe Bruyette's analysis further showed the following concerning American
Bancshares' market performance:

. that American Bancshares' price to earnings multiple based on 1999
estimated earnings of $0.47 per share was 25.53 times, compared to an
average for the group of 17.17 times;

. that their price to earnings multiple based on 2000 estimated earnings
of $0.89 was 13.45 times compared to an average for the group of 15.65
times;

. that their price to book value multiple was 2.24 times, compared to a
group average of 1.74 times; and

. that their dividend yield was 0%, compared to an average for the group
of 3.30%.

For purposes of the above calculations, 1999 and 2000 earnings estimates for
the group were based upon estimates of Keefe Bruyette and Institutional
Brokers Estimate System except for American Bancshares' estimate for 2000
which was based upon Gold Banc's management projections before cost savings
and revenue enhancements related to the merger.

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Keefe Bruyette has been retained by the board of directors of Gold Banc as
an independent contractor to act as financial adviser to Gold Banc 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 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, Gold Banc
and as a market maker in securities Keefe Bruyette may from time to time have a
long or short position in, and buy or sell, debt or equity securities of Gold
Banc for Keefe Bruyette's own account and for the accounts of its customers.

Gold Banc and Keefe Bruyette have entered into a letter agreement dated
November 9, 1999 relating to the services to be provided by Keefe Bruyette in
connection with the merger. Gold Banc has agreed to pay Keefe Bruyette fees as
follows: $50,000 upon the mailing of the joint proxy statement/prospectus
relating to the merger and $50,000 upon consummation of the merger. Pursuant to
the Keefe Bruyette engagement agreement, Gold Banc 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 has also served as financial advisor to First Business
Bancshares in connection with their pending merger with Gold Banc. Keefe
Bruyette will also receive an advisory fee from CountryBanc Holding Company in
connection with its pending merger with Gold Banc.

Timing of Opinion. Keefe Bruyette issued its fairness opinion on November 9,
1999 when the condition to closing and American Bancshares termination option
was set at an average Gold Banc price of $10.00 per share. Under the first
amendment to the merger agreement, which was signed on January 24, 2000, the
condition to closing and American Bancshares termination option was decreased
to $9.25 per share. The board of directors of Gold Banc did not consider it
necessary to obtain an update of its fairness opinion from Keefe Bruyette.

Operations and Management after the Merger

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

American Bank 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 American Bank by expanding the products and services
offered.

Gold Banc will analyze American Bank'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.

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The board of directors of Gold Banc will consist of the seven present Gold
Banc directors. J. Gary Russ, the present Chairman of the Board of American
Bancshares, will be added to the board of directors. Mr. Russ is the principal
owner of Russ Citrus Groves, Ltd. and a 50% partner of Edwards-Russ Groves.

Federal Securities Laws Consequences

The shares of Gold Banc to be issued pursuant to the merger have been
registered under the Securities Act of 1933. The provisions of Rule 145 under
the Securities Act allow such shares to be sold without restriction by
stockholders of American Bancshares who are not deemed to be "affiliates" (as
that term is defined in the rules under the Securities Act) of American
Bancshares and who do not become affiliates of Gold Banc. The shares of Gold
Banc common stock to be issued to affiliates of American Bancshares may be
resold only pursuant to an effective registration statement, pursuant to Rule
145 under the Securities Act, or in transactions otherwise exempt from
registration under the Securities Act.

Resale of Gold Banc Common Stock

The shares of Gold Banc common stock issued pursuant to the merger will be
freely transferable under the Securities Act, except that shares received by an
affiliate of American Bancshares 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
American 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, American Bancshares has identified its affiliates as being
each of its directors and certain of its executive officers.

An affiliate letter will constitute an agreement by each affiliate of
American 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 American 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

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

Accounting Treatment; Restrictions on Sales by Affiliates

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

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

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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 American Bancshares and Gold Banc and by certain
holders of the outstanding American Bancshares common stock. A ruling from the
Internal Revenue Service concerning the tax consequences of the merger will not
be requested. The discussion also assumes that the shares of American
Bancshares common stock are held as capital assets. 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 American Bancshares common stock
pursuant to the exercise of an employee option or otherwise as compensation.

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

1. No gain or loss will be recognized by the stockholders of American
Bancshares who exchange all of their American Bancshares common stock
solely for Gold Banc common stock pursuant to the merger. Gain or loss may
be recognized by stockholders of American Bancshares 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 American Bancshares in the merger will equal the tax basis of American
Bancshares common stock exchanged therefor, adjusted to reflect the impact
of the payments of cash for fractional share interests in Gold Banc common
stock.

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

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

Interests of American Bancshares' Management and Directors in the Merger

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

Employee Stock Option Plans. Upon completion of the merger, each option to
acquire American 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 American 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 American Bancshares and its board of directors'
committee administering such plan, (2) each American 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. American 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 American Bancshares in
determining

27
<PAGE>

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

Employment Agreement Severance Payments from American Bancshares. Pursuant
to existing employment agreements between Stuart M. Gregory, David R. Mady and
John S. Nash (officers of the bank) and American Bank, if Mr. Gregory, Mr. Mady
or Mr. Nash resigns within one year of the completion of the merger, then such
officer is entitled to certain severance payments. Similarly, pursuant to
employment agreements between Brian M. Watterson and Jerry L. Neff (executive
officers of American Bank and American Bancshares) and American Bancshares,
entered into in May 1999, if Mr. Watterson or Mr. Neff resigns within one year
of the completion of the merger, then such officer is entitled to receive
certain severance payments.

Under their employment agreements, each of Messrs. Gregory, Nash and
Watterson is entitled to payment equal to two times his annual base salary if
he resigns within 30 days of the consummation of the merger. In addition, if
any of these three officers resigns more than 30 days following the merger but
before one year following the merger, then each officer is entitled to receive
the same severance amount less the amount of annual base salary the officer has
earned up to the time of such resignation.

Under Mr. Mady's employment agreement, he is entitled to payment equal to
his annual base salary if he resigns within 30 days of consummation of the
merger. In addition, if he resigns more than 30 days following the merger but
before one year following the merger, then he is entitled to receive his annual
base salary less the amount of annual base salary he has earned up to the time
of such resignation.

Under Mr. Neff's employment agreement, he is entitled to payment equal to
three times his annual base salary if he resigns within 30 days of consummation
of the merger. In addition, if he resigns more than 30 days following the
merger but before one year following the merger, then he is entitled to receive
three times his annual base salary less the amount of annual base salary he has
earned up to the time of such resignation.

Annual base salaries for Messrs. Neff, Gregory, Nash, Watterson and Mady are
$175,000, $140,000, $140,000, $125,000 and $85,000 respectively. Should these
gentlemen resign within 30 days following completion of the merger, the total
severance payment would be $1,420,000 under the employment agreements.

Dissenters' Rights

Under the applicable Kansas and Florida law, neither Gold Banc stockholders
nor American Bancshares stockholders have dissenters' rights with respect to
the merger.

Conditions to the Merger

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

. Approval of the merger agreement by the holders of a majority of all the
outstanding shares of American 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, Gold Banc Acquisition
Corporation XI and American Bancshares made in the merger agreement and
the performance of their respective obligations thereunder;

. The absence of a material adverse change since September 6, 1999 in Gold
Banc and its subsidiaries, taken as a whole or in American Bancshares or
its subsidiaries, taken as a whole;

. On the closing date of the merger, the total equity capital of American
Bank is not less than $37.75 million, the reserve for loan and lease loss
of American Bank is not less than $4.7 million, the total equity capital
of American Bancshares is not less than $27.2 million, the total
indebtedness of American Bancshares (on a nonconsolidated basis) is not
more than $16.75 million;

28
<PAGE>

. The receipt by Gold Banc from PricewaterhouseCoopers LLP, independent
public accountants for American Bancshares of (1) a written calculation
of all payments due current or former employees of American Bancshares or
any of its subsidiaries in connection with the merger or upon the
occurrence of a change in control of American Bancshares under their
respective employment agreements, stock option plans, deferred
compensation plans or otherwise, (2) certification that such calculation
was completed in accordance with such agreements and plans and (3) an
opinion that such payments will not constitute non-deductible "parachute
payments" under Section 280G of the Internal Revenue Code;

. The receipt by Gold Banc and American 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 American
Bancshares and holders of more than 10% of the outstanding American
Bancshares common stock;

. The receipt by Gold Banc of an opinion from Carlton, Fields, Ward,
Emmanuel, Smith & Cutler, P.A. as to certain corporate matters regarding
American Bancshares, American Bank and Freedom Finance Company including
the opinion that after the consummation of the merger, the interest paid
on subordinated debentures issued by American Bancshares to the ABI
Capital Trust will be deductible by Gold Banc Acquisition Corporation XI,
Inc. as interest payments for federal income tax purposes;

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

. The receipt by Gold Banc of an opinion from PricewaterhouseCoopers LLP
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 American Bancshares and its subsidiaries at the time
the merger agreement is submitted for approval of the stockholders of
Gold Banc;

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

. The average closing sales price of Gold Banc common stock as reported by
Nasdaq on the ten consecutive trading days immediately preceding the
third trading day prior to the effective time of the merger being not
less than $9.25 per share;

. The Gold Banc common stock to be issued pursuant to the merger shall have
been approved and authorized for quotation on Nasdaq upon official notice
of issuance;

. This registration statement shall have been declared effective, and no
stop orders suspending the effectiveness of the registration statement
shall have been issued, and no action, suit, proceeding or investigation
by the Securities Exchange Commission to suspend the effectiveness
thereof shall have been initiated and continuing, and all necessary
consents under applicable blue sky or state securities laws or the
Securities Act of 1933 or the Securities Exchange Act of 1934 relating to
the issuance or trading of the Gold Banc common stock issuable pursuant
to their merger shall have been received; and

. Gold Banc shall have delivered to American Stock Transfer and Trust Co.,
at closing the Gold Banc common stock and cash in lieu of fractional
shares deliverable to the holders of American Bancshares' common stock
pursuant to the merger.

Regulatory Approval

Pursuant to Section 3(a)(5) of the Bank Holding Company Act, the merger is
subject to the approval of the Federal Reserve System. Gold Banc filed on
November 12, 1999, an application for approval with the Federal Reserve Bank of
Kansas City, which approval was obtained on December 15, 1999. The merger also
required the approval of the Florida Department of Banking and Finance, which
approval was obtained on January 6, 2000. No other regulatory approvals are
required in order to consummate the merger.

29
<PAGE>

Conduct of Business Pending the Merger

Until either the merger is completed or the merger agreement is terminated,
Gold Banc, Gold Banc Acquisition Corporation XI, American Bancshares and its
subsidiaries 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. American Bancshares has agreed to certain
limitations on their ability to engage in material transactions. Among those
limitations, American Bancshares and its subsidiaries have agreed, subject to
certain exceptions, to refrain from:

. Amending its certificate of incorporation or bylaws;

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

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

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

. Declare or pay any dividend or make any other distribution in respect of
any capital stock or of other beneficial interest in American Bancshares
or its subsidiaries, other than distributions in accordance with the
trust instrument of ABI Capital Trust and any dividends from American
Bank to American Bancshares to cover American Bancshares' expenses
consistent with past practices;

. Make no material acquisitions or distributions;

. Incur or guaranty any debts outside of the ordinary course of business;
or

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

No Solicitation

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

Waiver and Amendment

Prior to or at the effective time of the merger, any provision of the merger
agreement, including, without limitation, the conditions to consummation of the
merger, may be (a) waived, to the extent permitted under law, in writing by the
party which is entitled to the benefits thereof; or (b) amended at any time by
written agreement of the parties, whether before or after approval of the
merger agreement by the stockholders of American Bancshares and Gold Banc.

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 American Bancshares' common stock. It is anticipated that
a

30
<PAGE>

condition to consummate the merger would be waived only in those circumstances
where the boards of directors of American Bancshares and Gold Banc, as the case
may be, deem such waiver to be in the best interests of American Bancshares and
Gold Banc and their respective stockholders.

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, Gold Banc Acquisition Corporation XI
and American Bancshares;

b. Gold Banc or American Bancshares if the merger has not been
consummated by March 31, 2000, unless Gold Banc and American 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 American Bancshares (1) any of the conditions precedent
to the merger have not been satisfied or waived in writing; (2) any
material breach or default shall be made and not cured within 30 days of
the notice of the breach or the closing date, whichever is earlier; and (3)
there exists any material inaccuracy, misrepresentation or breach of a
representation of warranty made by the other party that has not been waived
in writing;

e. American Bancshares if it receives an unsolicited acquisition
proposal from another party that the American Bancshares board of directors
believes is superior to the merger;

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

g. Gold Banc or American Bancshares if the stockholders of Gold Banc or
American Bancshares fail to vote their approval of the merger or the merger
agreement as required under Florida law, Kansas law and Rule 4460 of the
National Association of Securities Dealers' rules of issuers under Nasdaq;
or

h. American Bancshares, if (a) the average closing Gold Banc share price
is less than $9.25 per share as determined after the later to occur of the
effective date of the last regulatory approval or the date on which the
stockholders of both Gold Banc and American Bancshares have approved the
merger, and (b) the board of directors of American Bancshares, by a vote of
a majority of the entire board, at any time prior to March 31, 2000, votes
to terminate the merger agreement.

Termination Fee

If the merger agreement is terminated for the reasons described in clauses
(e) or (f) above, American Bancshares must pay Gold Banc a termination fee of
$3 million.

Effective Time

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

31
<PAGE>

UNAUDITED PRO FORMA FINANCIAL STATEMENTS
GOLD BANC CORPORATION, INC. AND AMERICAN BANCSHARES, INC.

The following unaudited pro forma consolidated financial statements combine
the historical consolidated balance sheets and statements of earnings of Gold
Banc and American 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 American 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
79.

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 American Bancshares are substantially comparable.

The unaudited pro forma combined financial information is for illustrative
purposes only 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.

32
<PAGE>

GOLD BANC CORPORATION, INC. AND AMERICAN BANCSHARES, INC.
Unaudited Pro Forma Consolidated Balance Sheets

September 30, 1999

<TABLE>
<CAPTION>
American
Gold Banc Bancshares Dr Cr Pro Forma
---------- ---------- ----- ----- -----------
(In thousands)
<S> <C> <C> <C> <C> <C>
Assets
------
Cash and due from banks....... $ 39,935 17,357 4,800(2) $ 52,492
Federal funds sold and
interest-bearing deposits.... 21,255 43 21,298
---------- ------- -----------
Total cash and cash
equivalents .............. 61,190 17,400 73,790
---------- ------- -----------
Investment securities
Held-to-maturity............ 25 -- 25
Available-for-sale.......... 257,593 71,340 328,933
Trading securities.......... 4,873 -- 4,873
---------- ------- -----------
Total investment
securities................ 262,491 71,340 333,831
---------- ------- -----------
Mortgage and student loans
held for sale, net........... 50,506 102,220 152,726
Loans, net.................... 806,930 257,467 1,064,397
Premises and equipment, net... 31,415 12,682 44,097
Goodwill, net................. 29,383 70 29,453
Accrued interest and other
assets....................... 36,747 10,280 47,027
---------- ------- -----------
Total assets............... $1,278,662 471,459 $ 1,745,321
========== ======= ===========
<CAPTION>
Liabilities and Stockholders'
Equity
-----------------------------
<S> <C> <C> <C> <C> <C>
Liabilities:
Deposits.................... $ 967,295 352,138 $ 1,319,433
Securities sold under
agreements to repurchase... 61,176 29,195 90,371
Federal funds purchased and
other short-term
borrowings................. 20,625 17,150 37,775
Guaranteed preferred
beneficial interests in
Company's debentures....... 66,300 16,249 82,549
Long-term debt.............. 62,640 26,000 88,640
Accrued interest and other
liabilities................ 10,336 3,734 1,200(2) 12,870
---------- ------- -----------
Total liabilities.......... 1,188,372 444,466 1,631,638
---------- ------- -----------
Minority interests............ -- -- --
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 (25,498,970 pro
forma) .................... 17,182 5,913 5,913(1) 8,317(1) 25,499
Additional paid-in capital.. 29,200 15,716 2,404(1) 42,512
Retained earnings........... 46,386 7,819 3,600(2) 50,605
Accumulated comprehensive
income (loss), net......... (2,281) (2,455) (4,736)
Unearned compensation....... (197) -- (197)
---------- ------- -----------
Total stockholders' equity. 90,290 26,993 113,683
---------- ------- -----------
Total liabilities and
stockholders' equity ... $1,278,662 471,459 $ 1,745,321
========== ======= ===========
</TABLE>
- --------
(1) Entry to reflect merger of American Bancshares through exchange of stock.
Exchange ratio used: 1.6527 to one.
(2) Gold Banc and American Bancshares estimate they will incur direct
transaction costs of approximately $4.8 million associated with the merger.
These costs consist primarily of investment banking, legal, accounting,
printing, 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.

33
<PAGE>

GOLD BANC CORPORATION, INC. AND AMERICAN BANCSHARES, INC.
Unaudited Pro Forma Consolidated Balance Sheets

December 31, 1998

<TABLE>
<CAPTION>
American
Gold Banc Bancshares Dr Cr Pro Forma
---------- ---------- ----- ----- ----------
(In thousands)
<S> <C> <C> <C> <C> <C>
Assets
------
Cash and due from banks... $ 36,305 20,319 $ 56,624
Federal funds sold and
interest-bearing
deposits................. 62,798 -- 62,798
---------- ------- ----------
Total cash and cash
equivalents........... 99,103 20,319 119,422
---------- ------- ----------
Investment securities
Held-to-maturity........ 63 -- 63
Available-for-sale...... 255,606 77,078 302,684
Trading securities...... 3,851 -- 3,851
---------- ------- ----------
Total investment
securities............ 229,520 77,078 306,598
---------- ------- ----------
Mortgage and student loans
held for sale, net ...... 5,425 88,158 93,583
Loans, net................ 717,939 248,808 966,747
Premises and equipment,
net...................... 26,183 12,894 39,077
Goodwill, net............. 13,328 74 13,402
Accrued interest and other
assets................... 19,858 7,833 27,691
---------- ------- ----------
Total assets......... $1,111,356 455,164 $1,566,520
========== ======= ==========
Liabilities and
Stockholders' Equity
---------------------
Liabilities:
Deposits................ $ 926,687 344,845 $1,271,532
Securities sold under
agreements to
repurchase............. 6,644 29,592 36,236
Federal funds purchased
and other short-term
borrowings............. 7,568 8,900 16,468
Guaranteed preferred
beneficial interests in
Company's debentures... 28,750 16,249 44,999
Long-term debt.......... 49,958 26,000 75,958
Accrued interest and
other liabilities...... 7,938 2,151 10,089
---------- ------- ----------
Total liabilities...... 1,027,545 427,737 1,455,282
---------- ------- ----------
Minority interests........ -- -- --
Stockholders' equity:
Preferred stock, no par
value; 50,000,000
shares authorized; no
shares issued at
December 31, 1998 ..... -- -- --
Common stock, $1 par
value; 50,000,000
shares authorized;
17,181,618 shares
issued and outstanding
at December 31, 1998
(25,436,828 pro forma). 17,182 5,870 5,870(1) 8,255(1) 25,437
Additional paid-in
capital................ 29,200 15,551 2,385(1) 42,366
Retained earnings....... 37,235 6,149 43,384
Accumulated
comprehensive income
(loss), net............ 391 (143) 248
Unearned compensation... (197) -- (197)
---------- ------- ----------
Total stockholders'
equity................ 83,811 27,427 111,238
---------- ------- ----------
Total liabilities and
stockholders'
equity.............. $1,111,356 455,164 $1,566,520
========== ======= ==========
</TABLE>
- --------
(1) Entry to reflect merger of American Bancshares through exchange of stock.
Exchange ratio used: 1.6527 to one.

34
<PAGE>

GOLD BANC CORPORATION, INC. AND AMERICAN BANCSHARES, INC.
Unaudited Pro Forma Consolidated Statements of Earnings
September 30, 1999

<TABLE>
<CAPTION>
American
Gold Banc Bancshares Pro Forma
--------- ---------- ---------
(In thousands except per share
data)
<S> <C> <C> <C>
Interest income:
Loans, including fees....................... $ 52,616 22,272 $ 74,888
Investment securities....................... 10,315 3,681 13,996
Other....................................... 2,284 47 2,331
-------- ------ --------
65,215 26,000 91,215
-------- ------ --------
Interest expense:
Deposits.................................... 28,558 9,751 38,309
Borrowings and other........................ 6,461 3,580 10,041
-------- ------ --------
35,019 13,331 48,350
-------- ------ --------
Net interest income........................... 30,196 12,669 42,865
Provision for loan losses..................... 1,301 1,203 2,504
-------- ------ --------
Net interest income after provisions for
loan losses................................ 28,895 11,466 40,361
Other income:
Service fees................................ 3,031 2,102 5,133
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 28 198
Unrealized gains (losses) on trading
securities................................. (22) -- (22)
Gain (loss) on sale of assets............... 23 206 229
Other income................................ 5,171 1,447 6,618
-------- ------ --------
12,488 4,608 17,096
-------- ------ --------
Other expense:
Salaries and employee benefits.............. 13,783 6,124 19,907
Net occupancy expense....................... 4,323 1,916 6,239
Outside services............................ 1,545 574 2,119
Data processing............................. 1,238 674 1,912
Advertising................................. 686 206 892
Goodwill amortization....................... 721 4 725
Other expense............................... 3,950 3,945 7,895
-------- ------ --------
26,246 13,443 39,689
-------- ------ --------
Earnings before income taxes.................. 15,137 2,631 17,768
Income tax expense............................ 4,945 961 5,906
-------- ------ --------
Net earnings.................................. $ 10,192 1,670 $ 11,862
======== ====== ========
Earnings per share-basic...................... $ 0.59 0.33 $ 0.47
======== ====== ========
Earnings per share-diluted.................... $ 0.59 0.33 $ 0.46
======== ====== ========
Weighted average shares outstanding (basic)... 17,182 5,024 25,484(1)
======== ====== ========
Weighted average shares outstanding (diluted). 17,244 5,031 25,618(1)
======== ====== ========
</TABLE>
- --------
(1) Reflects merger of American Bancshares through exchange of stock. Exchange
ratio used: 1.6527 to one.

35
<PAGE>

GOLD BANC CORPORATION, INC. AND AMERICAN BANCSHARES, INC.
Unaudited Pro Forma Consolidated Statements of Earnings
September 30, 1998

<TABLE>
<CAPTION>
American
Gold Banc Bancshares Pro Forma
--------- ---------- ---------
(In thousands except per share
data)
<S> <C> <C> <C>
Interest income:
Loans, including fees....................... $44,309 19,136 $63,445
Investment securities....................... 8,287 3,488 11,775
Other....................................... 1,977 200 2,177
------- ------ -------
54,573 22,824 77,397
------- ------ -------
Interest expense:
Deposits.................................... 25,289 9,823 35,112
Borrowings and other........................ 3,271 1,962 5,233
------- ------ -------
28,560 11,785 40,345
------- ------ -------
Net interest income........................... 26,013 11,039 37,052
Provision for loan losses..................... 1,801 429 2,230
------- ------ -------
Net interest income after provisions for
loan losses ............................... 24,212 10,610 34,822
------- ------ -------
Other income:
Service fees................................ 2,275 1,352 3,627
Investment trading fees and commissions..... 2,177 -- 2,177
Net gains on sale of mortgage loans......... 769 1,036 1,805
Net securities gains........................ 92 186 278
Unrealized gains (losses) on trading
securities................................. (367) -- (367)
Gain (loss) on sale of assets............... (10) 87 77
Other income................................ 1,054 1,092 2,146
------- ------ -------
5,990 3,753 9,743
------- ------ -------
Other expense:
Salaries and employee benefits.............. 9,272 5,131 14,403
Net occupancy............................... 2,743 1,376 4,119
Outside services............................ 1,427 1,055 2,482
Data processing............................. 417 707 1,124
Advertising................................. 488 224 712
Goodwill amortization....................... 300 4 304
Other expense............................... 3,544 3,969 7,513
------- ------ -------
18,191 12,466 30,657
------- ------ -------
Earnings before income taxes.................. 12,011 1,897 13,908
Income tax expense............................ 2,105 664 2,769
------- ------ -------
Net earnings.................................. $ 9,906 1,233 $11,139
======= ====== =======
Earnings per share-basic...................... $ 0.60 0.25 $ 0.45
======= ====== =======
Earnings per share-diluted.................... $ 0.60 0.25 $ 0.45
======= ====== =======
Pro forma net earnings and earnings per share
data (2):
Earnings before income taxes................ $12,011 1,897 $13,908
Pro forma income tax expense................ 3,887 664 4,551
------- ------ -------
Pro forma net earnings...................... $ 8,124 1,233 $ 9,357
======= ====== =======
Pro forma earnings per common share-basic..... $ 0.49 0.25 $ 0.38
======= ====== =======
Pro forma earnings per common share-diluted... $ 0.49 0.25 $ 0.38
======= ====== =======
Weighted average shares outstanding (basic)... 16,458 4,995 24,713(1)
======= ====== =======
Weighted average shares outstanding (diluted). 16,600 5,022 24,870(1)
======= ====== =======
</TABLE>
- --------
(1) Reflects merger of American Bancshares through exchange of stock. Exchange
ratio used: 1.6527 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.

36
<PAGE>

GOLD BANC CORPORATION, INC. AND AMERICAN BANCSHARES, INC.
Unaudited Pro Forma Consolidated Statements of Earnings
December 31, 1998

<TABLE>
<CAPTION>
American
Gold Banc Bancshares Pro Forma
--------- ---------- ---------
(In thousands except per share
data)
<S> <C> <C> <C>
Interest income:
Loans, including fees...................... $ 61,017 26,250 $ 87,267
Investment securities...................... 11,110 4,670 15,780
Other...................................... 3,069 265 3,334
-------- ------ --------
75,196 31,185 106,381
-------- ------ --------
Interest expense:
Deposits................................... 34,931 13,142 48,073
Borrowings and other....................... 4,657 3,030 7,687
-------- ------ --------
39,588 16,172 55,760
-------- ------ --------
Net interest income......................... 35,608 15,013 50,621
Provision for loan losses................... 2,781 1,180 3,961
-------- ------ --------
Net interest income after provisions for
loan losses............................... 32,827 13,833 46,660
-------- ------ --------
Other income:
Service fees............................... 3,275 1,878 5,153
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....................... 94 410 504
Unrealized gains (losses) on trading
securities................................ (399) -- (399)
Gain (loss) on sale of assets.............. (85) -- (85)
Other income............................... 1,522 1,636 3,158
-------- ------ --------
8,778 5,245 14,023
-------- ------ --------
Other expense:
Salaries and employee benefits............. 13,307 7,015 20,322
Net occupancy.............................. 3,023 1,953 4,976
Outside services........................... 3,065 634 3,699
Data processing............................ 1,115 946 2,061
Advertising................................ 1,124 487 1,611
Goodwill amortization...................... 103 5 108
Other expense.............................. 6,342 5,534 11,876
-------- ------ --------
28,079 16,574 44,653
-------- ------ --------
Earnings before income taxes................ 13,526 2,504 16,030
Income tax expense.......................... 1,607 877 2,484
-------- ------ --------
Net earnings................................ $ 11,919 1,627 $ 13,546
======== ====== ========
Earnings per share--basic................... $ 0.71 0.33 $ 0.55
======== ====== ========
Earnings per share--diluted................. $ 0.71 0.32 $ 0.54
======== ====== ========
Pro forma net earnings and earnings per
share data (2):
Earnings before income taxes............... $ 13,526 2,504 $ 16,030
Pro forma income tax expense............... 4,404 877 5,281
-------- ------ --------
Pro forma net earnings..................... $ 9,122 1,627 $ 10,749
======== ====== ========
Pro forma earnings per common share--basic.. $ 0.55 0.33 $ 0.43
======== ====== ========
Pro forma earnings per common share--
diluted.................................... $ 0.55 0.32 $ 0.43
======== ====== ========
Weighted average shares outstanding (basic). 16,566 4,995 24,821(1)
======== ====== ========
Weighted average shares outstanding
(diluted).................................. 16,707 5,019 25,032(1)
======== ====== ========
</TABLE>
- --------
(1) Reflects merger of American Bancshares through exchange of stock. Exchange
ratio used: 1.6527 to one.
(2) Citizens Bank of Tulsa (Citizens) was acquired by Gold Banc in a pooling of
interests transaction 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.

37
<PAGE>

GOLD BANC CORPORATION, INC. AND AMERICAN BANCSHARES, INC.
Unaudited Pro Forma Consolidated Statements of Earnings
December 31, 1997

<TABLE>
<CAPTION>
American Pro
Gold Banc Bancshares Forma
--------- ---------- --------
(In thousands except per
share data)
<S> <C> <C> <C>
Interest income:
Loans, including fees....................... $ 44,977 20,101 $ 65,078
Investment securities....................... 8,767 3,996 12,763
Other ...................................... 1,787 534 2,321
-------- ------ --------
55,531 24,631 80,162
-------- ------ --------
Interest expense:
Deposits.................................... 26,175 11,905 38,080
Borrowings and other........................ 1,800 1,012 2,812
-------- ------ --------
27,975 12,917 40,892
-------- ------ --------
Net interest income.......................... 27,556 11,714 39,270
Provision for loan losses.................... 2,130 921 3,051
-------- ------ --------
Net interest income after provisions for
loan losses................................ 25,426 10,793 36,219
-------- ------ --------
Other income:
Service fees................................ 2,446 1,812 4,258
Investment trading fees and commissions..... -- -- --
Net gains on sale of mortgage loans......... 679 870 1,549
Net securities gains........................ 116 140 256
Unrealized gains (losses) on trading
securities................................. 229 -- 229
Gain (loss) on sale of assets............... 203 -- 203
Other income................................ 1,080 1,334 2,414
-------- ------ --------
4,753 4,156 8,909
-------- ------ --------
Other expense:
Salaries and employee benefits.............. 8,884 5,181 14,065
Net occupancy............................... 2,145 1,627 3,772
Outside services............................ 1,340 534 1,874
Data processing............................. 677 917 1,594
Advertising................................. 728 307 1,035
Goodwill amortization....................... 95 4 99
Other expense............................... 3,609 3,342 6,951
-------- ------ --------
17,478 11,912 29,390
-------- ------ --------
Earnings before income taxes................. 12,701 3,037 15,738
Income tax expense........................... 2,827 1,117 3,944
-------- ------ --------
Net earnings................................. $ 9,874 1,920 $ 11,794
======== ====== ========
Earnings per share-basic..................... $ 0.64 0.38 $ 0.50
======== ====== ========
Earnings per share-diluted................... $ 0.64 0.38 $ 0.50
======== ====== ========
Pro forma net earnings and earnings per share
data (2):
Earnings before income taxes................ $ 12,701 3,037 $ 15,738
Pro forma income tax expense................ 4,406 1,117 5,523
-------- ------ --------
Pro forma net earnings...................... $ 8,295 1,920 $ 10,215
======== ====== ========
Pro forma earnings per common share-basic.... $ 0.54 0.38 $ 0.43
======== ====== ========
Pro forma earnings per common share-diluted.. $ 0.54 0.38 $ 0.43
======== ====== ========
Weighted average shares outstanding (basic).. 15,482 4,988 23,726(1)
======== ====== ========
Weighted average shares outstanding
(diluted)................................... 15,522 5,019 23,782(1)
======== ====== ========
</TABLE>
- --------
(1) Reflects merger of American Bancshares through exchange of stock. Exchange
ratio used: 1.6527 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.

38
<PAGE>

GOLD BANC CORPORATION, INC. AND AMERICAN BANCSHARES, INC.
Unaudited Pro Forma Consolidated Statements of Earnings

December 31, 1996

<TABLE>
<CAPTION>
American
Gold Banc Bancshares Pro Forma
--------- ---------- ---------
(In thousands except per share
data)
<S> <C> <C> <C>
Interest income:
Loans, including fees........................ $34,674 16,150 $50,824
Investment securities........................ 8,777 2,945 11,722
Other........................................ 1,201 336 1,537
------- ------ -------
44,652 19,431 64,083
------- ------ -------
Interest expense:
Deposits..................................... 22,336 9,475 31,811
Borrowings and other......................... 1,946 490 2,436
------- ------ -------
24,282 9,965 34,247
------- ------ -------
Net interest income........................... 20,370 9,466 29,836
Provision for loan losses..................... 1,262 515 1,777
------- ------ -------
Net interest income after provisions for loan
losses...................................... 19,108 8,951 28,059
------- ------ -------
Other income:
Service fees................................. 1,982 1,192 3,174
Investment trading fees and commissions...... -- -- --
Net gains on sale of mortgage loans.......... 1,128 514 1,642
Net securities gains......................... -- 107 107
Unrealized gains (losses) on trading
securities.................................. -- -- --
Gain (loss) on sale of assets................ 297 -- 297
Other income................................. 772 335 1,107
------- ------ -------
4,179 2,148 6,327
------- ------ -------
Other expenses:
Salaries and employee benefits............... 8,301 4,361 12,662
Net occupancy................................ 1,571 1,184 2,755
Outside services............................. 1,000 244 1,244
Data processing.............................. 633 925 1,558
Advertising.................................. 549 351 900
Goodwill amortization........................ 551 -- 551
Other expense................................ 3,442 2,791 6,233
------- ------ -------
16,047 9,856 25,903
------- ------ -------
Earnings before income taxes.................. 7,240 1,243 8,483
Income tax expense............................ 2,334 461 2,795
------- ------ -------
Net earnings before extraordinary item........ 4,906 782 5,688
Extraordinary item............................ -- -- --
------- ------ -------
Net earnings.................................. $ 4,906 782 $ 5,688
======= ====== =======
Earnings per share-basic, before extraordinary
item......................................... $ 0.45 0.17 $ 0.30
======= ====== =======
Extraordinary item, net....................... $ -- -- $ --
======= ====== =======
Earnings per share-basic...................... $ 0.45 0.17 $ 0.30
======= ====== =======
Earnings per share-diluted, before
extraordinary item........................... $ 0.45 0.17 $ 0.30
======= ====== =======
Extraordinary item, net....................... $ -- -- $ --
======= ====== =======
Earnings per share-diluted.................... $ 0.45 0.17 $ 0.30
======= ====== =======
Weighted average shares outstanding (basic)... 11,237 4,638 18,902(1)
======= ====== =======
Weighted average shares outstanding (diluted). 11,237 4,692 18,902(1)
======= ====== =======
</TABLE>
- --------
(1) Reflects merger of American Bancshares through exchange of stock. Exchange
ratio used: 1.6527 to one.

39
<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 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 Gold Banc's
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 79.

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.

40
<PAGE>

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

Unaudited Pro Forma Consolidated Balance Sheets
September 30, 1999

<TABLE>
<CAPTION>
Gold Banc
and First
American Union Business Adjustments
Bancshares Bankshares CountryBanc(4) Bancshares Dr (Cr)
---------- ---------- -------------- ---------- -----------
(In thousands)
<S> <C> <C> <C> <C> <C>
Assets
------
Cash and due from banks....................... $ 52,492 14,528 12,567 1,987 (13,600)(5)
Federal funds sold and interest-bearing
deposits..................................... 21,298 7,200 4,667 --
---------- ------- ------- -------
Total cash and cash equivalents............ 73,790 21,728 17,234 1,987
---------- ------- ------- -------
Investment securities:
Held-to-maturity............................. 25 34,045 8,317 -- (42,362)(6)
Available-for-sale........................... 328,933 113,677 107,653 10,138 41,903 (6)
Trading securities........................... 4,873 -- -- --
---------- ------- ------- -------
Total investment securities................ 333,831 147,722 115,970 10,138
---------- ------- ------- -------
Mortgage and student loans held for sale, net. 152,726 -- -- --
Loans, net.................................... 1,064,397 166,440 360,170 109,880
Premises and equipment, net................... 44,097 3,245 15,438 1,113
Goodwill, net................................. 29,453 6,765 10,798 -- 2,898(2)
Accrued interest and other assets............. 47,027 5,988 10,631 2,000
---------- ------- ------- -------
Total assets............................. $1,745,321 351,888 530,241 125,118
========== ======= ======= =======
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits..................................... $1,319,433 292,159 455,532 105,003
Securities sold under agreements to
repurchase.................................. 90,371 -- -- 4,638
Federal funds purchased and other short-term
borrowings.................................. 37,775 28,600 3,603 2,100
Guaranteed preferred beneficial interests in
Company's debentures........................ 82,549 10,304 -- --
Long-term debt............................... 88,640 -- 15,090 4,008 770 (3)
Accrued interest and other liabilities....... 12,870 1,314 5,985 810 2,975 (5)(6)
---------- ------- ------- -------
Total liabilities.......................... 1,631,638 332,377 480,210 116,559
---------- ------- ------- -------
Minority interests............................ -- -- -- 1,430 1,430 (2)
Stockholders' equity:
Preferred stock, no par value; 50,000,000
shares authorized; no shares issued at
September 30,
1999........................................ -- -- 5 -- 5 (1)
Common stock, $1 par value; 50,000,000
shares authorized; 25,498,970 shares issued
and outstanding at September 30, 1999
(40,726,282
pro forma).................................. 25,499 2 16 181 (15,029)(1)(2)(3)
Additional paid-in capital................... 42,512 9,672 29,241 5,939 10,501 (1)(2)(3)
Retained earnings............................ 50,605 11,114 21,695 1,706 10,800 (5)
Accumulated comprehensive income (loss),
net......................................... (4,736) (1,277) (926) (122) 284 (6)
Unearned compensation or treasury stock...... (197) -- -- (575) (575)(1)
---------- ------- ------- -------
Total stockholders' equity................. 113,683 19,511 50,031 7,129
---------- ------- ------- -------
Total liabilities and stockholders' equity. $1,745,321 351,888 530,241 125,118
========== ======= ======= =======
<CAPTION>
Pro Forma
---------
<S> <C>
Assets
------
Cash and due from banks....................... $ 67,974
Federal funds sold and interest-bearing
deposits..................................... 33,165
-----------
Total cash and cash equivalents............ 101,139
-----------
Investment securities:
Held-to-maturity............................. 25
Available-for-sale........................... 602,304
Trading securities........................... 4,873
-----------
Total investment securities................ 607,202
-----------
Mortgage and student loans held for sale, net. 152,726
Loans, net.................................... 1,700,887
Premises and equipment, net................... 63,893
Goodwill, net................................. 49,914
Accrued interest and other assets............. 65,646
-----------
Total assets............................. $2,741,407
===========
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits..................................... $2,172,127
Securities sold under agreements to
repurchase.................................. 95,009
Federal funds purchased and other short-term
borrowings.................................. 72,078
Guaranteed preferred beneficial interests in
Company's debentures........................ 92,853
Long-term debt............................... 106,968
Accrued interest and other liabilities....... 18,004
-----------
Total liabilities.......................... 2,557,039
-----------
Minority interests............................ --
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; 25,498,970 shares issued
and outstanding at September 30, 1999
(40,726,282
pro forma).................................. 40,727
Additional paid-in capital................... 76,863
Retained earnings............................ 74,320
Accumulated comprehensive income (loss),
net......................................... (7,345)
Unearned compensation or treasury stock...... (197)
-----------
Total stockholders' equity................. 184,368
-----------
Total liabilities and stockholders' equity. $2,741,407
===========
</TABLE>
- -------
See footnotes to pro forma data on page 48.

41
<PAGE>

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

Unaudited Pro Forma Consolidated Balance Sheets
December 31, 1998

<TABLE>
<CAPTION>
Gold Banc
and First
American Union Business Adjustments
Bancshares Bankshares CountryBanc(4) Bancshares Dr (Cr) Pro Forma
----------- ---------- -------------- ---------- ----------- ----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets
------
Cash and due from banks. $ 56,624 18,914 21,359 5,556 $ 102,453
Federal funds sold and
interest-bearing
deposits............... 62,798 26,505 11,663 880 101,846
----------- ------- ------- ------- ----------
Total cash and cash
equivalents......... 119,422 45,419 33,022 6,436 204,299
----------- ------- ------- ------- ----------
Investment securities
Held-to-maturity....... 63 27,469 6,374 -- (33,843)(6) 63
Available-for-sale..... 302,684 78,582 109,239 10,418 34,803 (6) 535,726
Trading securities..... 3,851 -- -- -- 3,851
----------- ------- ------- ------- ----------
Total investment
securities.......... 306,598 106,051 115,613 10,418 539,640
----------- ------- ------- ------- ----------
Mortgage and student
loans held for sale,
net.................... 93,583 4,285 -- -- 97,868
Loans, net.............. 966,747 144,517 350,260 93,127 1,554,651
Premises and equipment,
net.................... 39,077 3,276 15,396 893 58,642
Goodwill, net........... 13,402 7,169 9,594 -- 3,030 (2) 33,195
Accrued interest and
other assets........... 27,691 3,860 9,986 2,000 43,537
----------- ------- ------- ------- ----------
Total assets....... $ 1,566,520 314,577 533,871 112,874 $2,531,832
=========== ======= ======= ======= ==========
Liabilities and
Stockholders' Equity
---------------------
Liabilities:
Deposits............... $ 1,271,532 271,650 455,257 97,769 $2,096,208
Securities sold under
agreements to
repurchase............ 36,236 -- -- 4,129 40,365
Federal funds
purchased and other
short-term
borrowings............ 16,468 5,000 7,533 -- 29,001
Guaranteed preferred
beneficial interests
in Company's
debentures............ 44,999 10,304 -- -- 55,303
Long-term debt......... 75,958 5,000 18,900 2,425 770 (3) 101,513
Accrued interest and
other liabilities..... 10,089 2,279 5,777 867 (384)(6) 19,396
----------- ------- ------- ------- ----------
Total liabilities.... 1,455,282 294,233 487,467 105,190 2,341,786
----------- ------- ------- ------- ----------
Minority interests...... -- -- -- 1,351 1,351 (2) --
Stockholders' equity:
Preferred stock, no
par value; 50,000,000
shares authorized; no
shares issued at
December 31, 1998..... -- -- 5 -- 5 (1) --
Common stock, $1 par
value; 50,000,000
shares authorized;
25,436,828 shares
issued and
outstanding
(40,462,296 pro
forma)................ 25,437 2 16 162 (14,846)(1)(2)(3) 40,463
Additional paid-in
capital............... 42,366 9,639 29,226 5,628 10,265 (1)(2)(3) 76,594
Retained earnings...... 43,384 10,060 16,803 1,109 71,356
Accumulated
comprehensive income
(loss), net........... 248 643 354 9 (576)(6) 1,830
Unearned compensation.. (197) -- -- (575) (575)(1) (197)
----------- ------- ------- ------- ----------
Total stockholders'
equity.............. 111,238 20,344 46,404 6,333 190,046
----------- ------- ------- ------- ----------
Total liabilities
and stockholders'
equity............ $ 1,566,520 314,577 533,871 112,874 $2,531,832
=========== ======= ======= ======= ==========
</TABLE>
- -------
See footnotes to pro forma data on page 48.

42
<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

<TABLE>
<CAPTION>
Gold Banc First
and American Union Business
Bancshares Bankshares CountryBanc(4) Bancshares Pro Forma
------------ ---------- -------------- ---------- ---------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees.. $74,888 11,033 26,451 7,293 $119,665
Investment securities.. 13,996 6,221 4,913 506 25,636
Other.................. 2,331 334 682 57 3,404
------- ------ ------ ----- --------
91,215 17,588 32,046 7,856 148,705
------- ------ ------ ----- --------
Interest expense:
Deposits............... 38,309 5,284 12,737 3,131 59,461
Borrowings and other... 10,041 1,595 1,102 360 13,098
------- ------ ------ ----- --------
48,350 6,879 13,839 3,491 72,559
------- ------ ------ ----- --------
Net interest income..... 42,865 10,709 18,207 4,365 76,146
Provision for loan
losses................. 2,504 102 800 427 3,833
------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses........... 40,361 10,607 17,407 3,938 72,313
------- ------ ------ ----- --------
Other income:
Service fees........... 5,133 491 2,408 319 8,351
Investment trading fees
and commissions....... 2,556 -- -- -- 2,556
Net gains on sale of
mortgage loans........ 2,384 -- -- -- 2,384
Net securities gains... 198 266 71 -- 535
Unrealized gains
(losses) on trading
securities............ (22) -- -- -- (22)
Gain (loss) on sale of
assets................ 229 -- (8) -- 221
Other income........... 6,618 531 805 -- 7,954
------- ------ ------ ----- --------
17,096 1,288 3,276 319 21,979
------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits.............. 19,907 5,387 7,252 1,645 34,191
Net occupancy expense.. 6,239 873 1,963 342 9,417
Outside services....... 2,119 613 522 107 3,361
Data processing........ 1,912 566 379 207 3,064
Advertising............ 892 271 302 48 1,513
Goodwill amortization.. 725 404 643 -- 1,772
Other expense.......... 7,895 2,213 1,756 846 12,710
------- ------ ------ ----- --------
39,689 10,327 12,817 3,195 66,028
------- ------ ------ ----- --------
Earnings before income
taxes.................. 17,768 1,568 7,866 1,062 28,264
Income tax expense...... 5,906 514 2,978 466 9,864
------- ------ ------ ----- --------
Net earnings............ $11,862 1,054 4,888 596 $ 18,400
======= ====== ====== ===== ========
Earnings per share-
basic.................. $ 0.47 0.45 3.15 3.65 $ 0.47
======= ====== ====== ===== ========
Earnings per share-
diluted................ $ 0.46 0.40 2.84 2.86 $ 0.45
======= ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 25,484 2,349 1,550 163 38,849
======= ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 25,618 2,634 1,724 221 41,055
======= ====== ====== ===== ========
</TABLE>
- --------
See footnotes to pro forma data on page 48.

43
<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

<TABLE>
<CAPTION>
Gold Banc First
and American Union Business
Bancshares Bankshares CountryBanc(4) Bancshares Pro Forma
------------ ---------- -------------- ---------- ---------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees.. $63,445 9,385 24,771 6,365 $103,966
Investment securities.. 11,775 3,207 5,332 382 20,696
Other.................. 2,177 487 1,082 255 4,001
------- ------ ------ ----- --------
77,397 13,079 31,185 7,002 128,663
------- ------ ------ ----- --------
Interest expense:
Deposits............... 35,112 3,932 13,214 2,908 55,166
Borrowings and other... 5,233 584 902 230 6,949
------- ------ ------ ----- --------
40,345 4,516 14,116 3,138 62,115
------- ------ ------ ----- --------
Net interest income..... 37,052 8,563 17,069 3,864 66,548
Provision for loan
losses................. 2,230 243 784 242 3,499
------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses........... 34,822 8,320 16,285 3,622 63,049
------- ------ ------ ----- --------
Other income:
Service fees........... 3,627 292 1,789 184 5,892
Investment trading fees
and commissions....... 2,177 -- -- -- 2,177
Net gains on sale of
mortgage loans........ 1,805 -- -- -- 1,805
Net securities gains... 278 25 17 -- 320
Unrealized gains
(losses) on trading
securities............ (367) -- -- -- (367)
Gain (loss) on sale of
assets................ 77 -- (2) -- 75
Other income........... 2,146 398 668 162 3,374
------- ------ ------ ----- --------
9,743 715 2,472 346 13,276
------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits.............. 14,403 4,009 6,449 1,415 26,276
Net occupancy.......... 4,119 663 1,599 506 6,887
Outside services....... 2,482 511 516 119 3,628
Data processing........ 1,124 248 264 174 1,810
Advertising............ 712 254 284 90 1,340
Goodwill amortization.. 304 170 500 -- 974
Other expense.......... 7,513 1,692 1,895 470 11,570
------- ------ ------ ----- --------
30,657 7,547 11,507 2,774 52,485
------- ------ ------ ----- --------
Earnings before income
taxes.................. 13,908 1,488 7,250 1,194 23,840
Income tax expense...... 2,769 240 2,625 543 6,177
------- ------ ------ ----- --------
Net earnings............ $11,139 1,248 4,625 651 $ 17,663
======= ====== ====== ===== ========
Earnings per share-
basic.................. $ 0.45 0.53 3.06 4.02 $ 0.47
======= ====== ====== ===== ========
Earnings per share-
diluted................ $ 0.45 0.47 2.74 2.99 $ 0.44
======= ====== ====== ===== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes................. $13,908 1,488 7,250 1,194 $ 23,840
Pro forma income tax
expense............... 4,551 240 2,625 543 7,959
------- ------ ------ ----- --------
Pro forma net earnings. $ 9,357 1,248 4,625 651 $ 15,881
======= ====== ====== ===== ========
Pro forma earnings per
common share-basic..... $ 0.38 0.53 3.06 4.02 $ 0.42
======= ====== ====== ===== ========
Pro forma earnings per
common share-diluted... $ 0.38 0.47 2.74 2.99 $ 0.40
======= ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 24,713 2,338 1,512 162 37,864
======= ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 24,870 2,631 1,685 229 40,054
======= ====== ====== ===== ========
</TABLE>
- --------
See footnotes to pro forma data on page 48.

44
<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

<TABLE>
<CAPTION>
Gold Banc First
and American Union Business
Bancshares Bankshares CountryBanc(4) Bancshares Pro Forma
------------ ---------- -------------- ---------- ---------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees.. $ 87,267 12,585 32,861 8,738 $141,451
Investment securities.. 15,780 4,536 7,047 530 27,893
Other.................. 3,334 796 1,554 409 6,093
-------- ------ ------ ----- --------
106,381 17,917 41,462 9,677 175,437
-------- ------ ------ ----- --------
Interest expense:
Deposits............... 48,073 5,519 17,487 3,995 75,074
Borrowings and other... 7,687 801 1,169 309 9,966
-------- ------ ------ ----- --------
55,760 6,320 18,656 4,304 85,040
-------- ------ ------ ----- --------
Net interest income..... 50,621 11,597 22,806 5,373 90,397
Provision for loan
losses................. 3,961 278 836 319 5,394
-------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses........... 46,660 11,319 21,970 5,054 85,003
-------- ------ ------ ----- --------
Other income:
Service fees........... 5,153 405 2,420 298 8,276
Investment trading fees
and commissions....... 3,265 -- -- -- 3,265
Net gains on sale of
mortgage loans........ 2,427 -- -- -- 2,427
Net securities gains... 504 43 17 -- 564
Unrealized gains
(losses) on trading
securities............ (399) -- -- -- (399)
Gain (loss) on sale of
assets................ (85) -- -- -- (85)
Other income........... 3,158 514 910 63 4,645
-------- ------ ------ ----- --------
14,023 962 3,347 361 18,693
-------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits.............. 20,322 5,311 8,797 1,884 36,314
Net occupancy.......... 4,976 884 1,919 676 8,455
Outside services....... 3,699 796 655 110 5,260
Data processing........ 2,061 400 381 229 3,071
Advertising............ 1,611 332 392 102 2,437
Goodwill amortization.. 108 232 684 -- 1,024
Other expense.......... 11,876 2,312 2,817 657 17,662
-------- ------ ------ ----- --------
44,653 10,267 15,645 3,658 74,223
-------- ------ ------ ----- --------
Earnings before income
taxes.................. 16,030 2,014 9,672 1,757 29,473
Income tax expense...... 2,484 377 3,514 795 7,170
-------- ------ ------ ----- --------
Net earnings............ $ 13,546 1,637 6,158 962 $ 22,303
======== ====== ====== ===== ========
Earnings per share-
basic.................. $ 0.55 0.70 4.05 5.94 $ 0.59
======== ====== ====== ===== ========
Earnings per share-
diluted................ $ 0.54 0.62 3.63 4.41 $ 0.55
======== ====== ====== ===== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes................. $ 16,030 2,014 9,672 1,757 $ 29,473
Pro forma income tax
expense............... 5,281 377 3,514 795 9,967
-------- ------ ------ ----- --------
Pro forma net earnings. $ 10,749 1,637 6,158 962 $ 19,506
======== ====== ====== ===== ========
Pro forma earnings per
common share-basic..... $ 0.43 0.70 4.05 5.94 $ 0.51
======== ====== ====== ===== ========
Pro forma earnings per
common share-diluted... $ 0.43 0.62 3.63 4.41 $ 0.48
======== ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 24,821 2,339 1,521 162 38,013
======== ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 25,032 2,623 1,695 229 40,259
======== ====== ====== ===== ========
</TABLE>
- --------
See footnotes to pro forma data on page 48.

45
<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

<TABLE>
<CAPTION>
Gold Banc
and First
American Union Business
Bancshares Bankshares CountryBanc(4) Bancshares Pro Forma
---------- ---------- -------------- ---------- ---------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees... $65,078 11,448 29,552 7,018 $113,096
Investment securities.. 12,763 4,286 6,373 427 23,849
Other.................. 2,321 226 843 343 3,733
------- ------ ------ ----- --------
80,162 15,960 36,768 7,788 140,678
------- ------ ------ ----- --------
Interest expense:
Deposits............... 38,080 4,121 15,319 3,199 60,719
Borrowings and other... 2,812 997 1,018 202 5,029
------- ------ ------ ----- --------
40,892 5,118 16,337 3,401 65,748
------- ------ ------ ----- --------
Net interest income..... 39,270 10,842 20,431 4,387 74,930
Provision for loan
losses................. 3,051 360 1,596 274 5,281
------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses .......... 36,219 10,482 18,835 4,113 69,649
------- ------ ------ ----- --------
Other income:
Service fees........... 4,258 371 2,534 274 7,437
Investment trading fees
and commissions....... -- -- -- -- --
Net gains on sale of
mortgage loans........ 1,549 -- -- -- 1,549
Net securities gains... 256 101 -- -- 357
Unrealized gains
(losses) on trading
securities............ 229 -- -- -- 229
Gain (loss) on sale of
assets................ 203 -- -- -- 203
Other income........... 2,414 486 887 58 3,845
------- ------ ------ ----- --------
8,909 958 3,421 332 13,620
------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits.............. 14,065 4,477 7,669 1,783 27,994
Net occupancy.......... 3,772 732 1,492 522 6,518
Outside services....... 1,874 666 656 126 3,322
Data processing........ 1,594 328 316 145 2,383
Advertising............ 1,035 232 346 169 1,782
Goodwill amortization.. 99 226 478 -- 803
Other expense.......... 6,951 1,792 2,890 590 12,223
------- ------ ------ ----- --------
29,390 8,453 13,847 3,335 55,025
------- ------ ------ ----- --------
Earnings before income
taxes.................. 15,738 2,987 8,409 1,110 28,244
Income tax expense...... 3,944 851 3,244 550 8,589
------- ------ ------ ----- --------
Net earnings............ $11,794 2,136 5,165 560 $ 19,655
======= ====== ====== ===== ========
Earnings per share--
basic.................. $ 0.50 0.92 3.53 3.48 $ 0.54
======= ====== ====== ===== ========
Earnings per share--
diluted................ $ 0.50 0.84 3.16 2.70 $ 0.51
======= ====== ====== ===== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes................. $15,738 2,987 8,409 1,110 $ 28,244
Pro forma income tax
expense............... 5,523 851 3,244 550 10,168
------- ------ ------ ----- --------
Pro forma net earnings. $10,215 2,136 5,165 560 $ 18,076
======= ====== ====== ===== ========
Pro forma earnings per
common share--basic.... $ 0.43 0.92 3.53 3.48 $ 0.49
======= ====== ====== ===== ========
Pro forma earnings per
common share--diluted.. $ 0.43 0.84 3.16 2.70 $ 0.47
======= ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 23,726 2,317 1,463 161 36,587
======= ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 23,782 2,535 1,637 225 38,626
======= ====== ====== ===== ========
</TABLE>
- --------
See footnotes to pro forma data on page 48.

46
<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

<TABLE>
<CAPTION>
Gold Banc
and First
American Union (90 DAYS) Business
Bancshares Bankshares CountryBanc(4) Bancshares Pro Forma
---------- ---------- -------------- ---------- ---------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees.. $50,824 9,404 7,140 6,430 $73,798
Investment securities.. 11,722 3,945 1,382 386 17,435
Other.................. 1,537 177 346 580 2,640
------- ------ ----- ----- -------
64,083 13,526 8,868 7,396 93,873
------- ------ ----- ----- -------
Interest expense:
Deposits............... 31,811 3,736 3,851 3,170 42,568
Borrowings and other... 2,436 476 209 166 3,287
------- ------ ----- ----- -------
34,247 4,212 4,060 3,336 45,855
------- ------ ----- ----- -------
Net interest income..... 29,836 9,314 4,808 4,060 48,018
Provision for loan
losses................. 1,777 285 1,196 41 3,299
------- ------ ----- ----- -------
Net interest income
after provisions for
loan losses........... 28,059 9,029 3,612 4,019 44,719
------- ------ ----- ----- -------
Other income:
Service fees........... 3,174 368 825 409 4,776
Investment trading fees
and commissions....... -- -- -- -- --
Net gains on sale of
mortgage loans........ 1,642 -- -- -- 1,642
Net securities gains... 107 162 -- -- 269
Unrealized gains
(losses) on trading
securities............ -- -- -- -- --
Gain (loss) on sale of
assets................ 297 -- -- -- 297
Other income........... 1,107 507 227 88 1,929
------- ------ ----- ----- -------
6,327 1,037 1,052 497 8,913
------- ------ ----- ----- -------
Other expense:
Salaries and employee
benefits.............. 12,662 3,994 1,904 1,605 20,165
Net occupancy.......... 2,755 701 480 500 4,436
Outside services....... 1,244 469 736 247 2,696
Data processing........ 1,558 339 67 104 2,068
Advertising............ 900 155 49 97 1,201
Goodwill amortization.. 551 226 125 -- 902
Other expense.......... 6,233 1,732 785 766 9,516
------- ------ ----- ----- -------
25,903 7,616 4,146 3,319 40,984
------- ------ ----- ----- -------
Earnings before income
taxes.................. 8,483 2,450 518 1,197 12,648
Income tax expense
(benefit).............. 2,795 540 205 (261) 3,279
------- ------ ----- ----- -------
Net earnings before
extraordinary item..... 5,688 1,910 313 1,458 9,369
Extraordinary item:
Loss on early
extinguishment of debt
(net of applicable
taxes of $201,000).... -- 337 -- -- 337
------- ------ ----- ----- -------
Net earnings............ $ 5,688 1,573 313 1,458 $ 9,032
======= ====== ===== ===== =======
Earnings per share
basic, before
extraordinary item..... $ 0.30 0.83 0.87 9.11 $ 0.35
======= ====== ===== ===== =======
Extraordinary item, net. $ -- (0.15) -- -- $ (0.01)
======= ====== ===== ===== =======
Earnings per share
basic.................. $ 0.30 0.68 0.87 9.11 $ 0.34
======= ====== ===== ===== =======
Earnings per share
diluted, before
extraordinary item..... $ 0.30 0.79 0.78 6.77 $ 0.34
======= ====== ===== ===== =======
Extraordinary item, net. $ -- (0.14) -- -- $ (0.01)
======= ====== ===== ===== =======
Earnings per share
diluted................ $ 0.30 0.65 0.78 6.77 $ 0.33
======= ====== ===== ===== =======
Weighted average shares
outstanding (basic).... 18,902 2,299 369 160 26,421
======= ====== ===== ===== =======
Weighted average shares
outstanding (diluted).. 18,902 2,415 413 222 27,670
======= ====== ===== ===== =======
</TABLE>
- --------
See footnotes to pro forma data on page 48.

47
<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 Union Bankshares, CountryBanc and First
Business Bancshares through exchange of stock using Gold Banc's average market
closing price as follows:

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

b) First Business Bancshares exchange for 2,356,563 Gold Banc shares.

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

2) Entry to reflect exchange of Gold Banc shares to purchase the minority
interest of First Business Bank of Kansas City, N.A. an 86% owned subsidiary of
First Business Bancshares. Exchange 393,437 Gold Banc shares for the minority
shares of First Business Bank, N.A. The acquisition of the minority interest is
accounted for as a purchase.

3) As of September 30, 1999, First Business Bancshares had convertible
debentures outstanding 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 the 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.

4) 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.

5) Gold Banc, Union Bankshares, CountryBanc and First Business Bancshares
estimate they will incur direct transaction costs of approximately $13.6
million associated with the mergers. These costs consist primarily of
investment banking, legal, accounting, printing, severance payments and
operational consolidation costs. The unaudited pro forma combined balance sheet
reflects such expenses as if they had been paid as of September 30, 1999. Pro
forma net earnings and earnings per share do not reflect these one-time
transaction costs.

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

48
<PAGE>

INFORMATION REGARDING AMERICAN BANCSHARES

Business

American Bancshares, Inc., a Florida corporation organized on June 30, 1995,
is a bank holding company registered under the Bank Holding Company Act of
1956, and, on December 1, 1995, became the bank holding company for American
Bank. American Bank is the largest independent bank in Manatee County, Florida,
based on 1998 year-end asset size. American Bank, whose capital stock is
wholly-owned by American Bancshares, is American Bancshares' primary subsidiary
and principal asset. Through its ownership of American Bank, American
Bancshares is engaged in a general commercial banking business and its primary
source of earnings is derived from income generated by American Bank. In 1998,
American Bancshares commenced the operations of Freedom Finance Company, a
wholly-owed Florida subsidiary which engages in full service consumer financing
operation. As of December 31, 1998, American Bancshares, on a consolidated
basis, had total assets of approximately $455,164,000, net portfolio loans of
approximately $248,808,000, total deposits of approximately $344,845,000, and
shareholders' equity of approximately $27,427,000. Unless the context otherwise
requires, references herein to American Bancshares include American Bancshares
and its subsidiaries on a consolidated basis.

American Bank, which commenced operations in 1989, is a Florida state-
chartered commercial bank and is not a member of the Federal Reserve System. It
is a general commercial bank which provides a variety of corporate and personal
banking services to consumers and small to mid-sized businesses in its primary
market areas from nine banking offices located on the west coast of central
Florida. In 1998, American Bancshares expanded the geographic base of its
operations from Manatee County to include Charlotte, Sarasota, and Hillsborough
counties through its acquisition of Murdock Florida Bank, a Charlotte county
based institution, and the opening of full service branches in Ruskin, Florida,
a Hillsborough county branch, and Beneva Road South, a Sarasota county branch.

The business of American Bank consists of attracting deposits from the
general public in areas served by its banking offices and using those deposits,
together with funds derived from other sources, to originate a variety of
commercial, consumer, and residential real estate loans. In addition, American
Bank offers customized accounts receivable financing and billing services, and
credit card merchant services. The bank presently does not provide fiduciary,
trust, or appraisal services. The bank, however, has existing arrangements with
Advest, Inc. whereby American Bank's customers may obtain trust services. The
bank also offers computer-based home banking services.

American Bank maintains a mortgage banking department which generates,
closes, and services single family residential home mortgages. Its primary
function is to originate fixed and adjustable rate construction-to-permanent
residential real estate mortgage loans which fit the needs of borrowers for the
purchase and construction of homes. These loans are originated, approved, and
serviced from American Bank's mortgage banking department offices located in
Bradenton, Florida. Since the establishment of the mortgage banking department
in 1994, the bank has substantially expanded its mortgage banking operations by
emphasizing the origination of construction-to-permanent residential real
estate mortgage loans for sale in the secondary mortgage market while retaining
or packaging for sale the fee generating mortgage servicing rights associated
with such loans. A majority of the mortgage loans made by the bank since 1994
have been sold in the secondary market to the Federal National Mortgage
Association and other institutional investors. Consideration may be given to
making such sales to other governmental agencies in the future.

During the fiscal year ended December 31, 1998, the mortgage banking
department originated approximately $128,211,000 in mortgage loans and sold in
the secondary market approximately $67,614,000 of such loans, including those
held in inventory from the previous year.

The revenues of the bank are primarily derived from interest on, and fees
received in connection with, real estate and other loans, from the sales of
loans, and from interest and dividends from investment securities and short-
term investments. The principal sources of funds for the bank's lending
activities are its deposits,

49
<PAGE>

amortization and prepayment of loans, sales of loans, and the sale of
investment securities. The principal expenses of the bank are the interest
paid on deposits and operating and general administrative expenses.

As is the case with banking institutions generally, American Bank's
operations are materially and significantly influenced by general economic
conditions and by related monetary and fiscal policies of financial
institution regulatory agencies, including the Board of Governors of the
Federal Reserve System and the Federal Deposit Insurance Corporation. Deposit
flows and cost of funds are influenced by interest rates on competing
investments and general market rates of interest. Lending activities are
affected by the demand for financing of real estate and other types of loans,
which in turn is affected by the interest rates at which such financing may be
offered and other factors affecting local demand and availability of funds.

Management and Additional Information

Certain information relating to the executive compensation, various benefit
plans (including stock option plans), voting securities, including the
principal holders of those securities, certain relationships and related
transactions and other matters as to American Bancshares is incorporated by
reference or set forth in American Bancshares Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, which is incorporated in this joint
proxy statement/prospectus by reference. Stockholders desiring copies of this
document and other documents may contact American Bancshares at its address or
by telephone number indicated under "Where You Can Find More Information."

AMERICAN BANCSHARES' MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

American Bancshares' principal asset is its ownership of American Bank.
Accordingly, American Bancshares' results of operations are primarily
dependent on the results of the operations of American Bank. American Bank
conducts a commercial banking business which consists of attracting deposits
from the general public and applying those funds to the origination of loans
for commercial, consumer, and real estate loans (including commercial loans
collateralized by real estate). American Bank's profitability depends
primarily on net interest income, which is the difference between interest
income generated from interest-earning assets (i.e., loans and investments)
less the interest expense incurred on interest-bearing liabilities (i.e.,
customer deposits and borrowed funds). Net interest income is affected by the
relative amounts of interest-earning assets and interest-bearing liabilities,
and the interest rate earned or paid on these balances.

Net interest income is dependent upon American Bank's interest rate spread,
which is the difference between the average yield earned on its interest-
earning assets and the average rate paid on its interest-bearing liabilities.
When interest-earning assets approximate or exceed interest-bearing
liabilities, any positive interest rate spread will generate net interest
income. The interest rate spread is impacted by interest rates, deposit flows,
and loan demands. Additionally, and to a lesser extent, American Bank's
profitability is affected by such factors as the level of non-interest income
and expenses, the provision for loan losses, and the effective tax rate. Non-
interest income consists primarily of loan and other fees and income from the
sale of loans, servicing rights, and investment securities. Non-interest
expenses consist of compensation and benefits, occupancy related expenses,
deposit insurance premiums paid to the FDIC, expenses of opening branch
offices, and other operating expenses.

American Bank enjoys an excellent reputation in its market areas and
strives for quality customer service. During 1998, American Bank completed its
merger with Charlotte County-based Murdock Florida Bank located in Murdock,
Florida and opened full service branches in Ruskin and Sarasota, Florida. The
former Murdock Florida Bank was converted into a full service branch of
American Bank.

This Management's Discussion and Analysis of Financial Condition and
Results of Operations presents a review of the consolidated operating results
and financial condition of American Bancshares for the fiscal years ended
December 31, 1998, 1997 and 1996 and for the nine month periods ended
September 30, 1999 and 1998.
This discussion and analysis is intended to assist in understanding the
financial condition and results of operation

50
<PAGE>

of American Bancshares and its subsidiaries. This section should be read in
conjunction with the consolidated financial statements and the related notes
contained herein.

Results of Operations
Comparison of Fiscal Years Ended December 1998 and 1997
For the year ended December 31, 1998, American Bancshares reported net
income of $1,627,000, or $0.33 per share, as compared to net income of
$1,920,000 or $0.38 per share for 1997. This decrease was due primarily to the
one-time costs associated with the acquisition of Murdock, the settlement of an
outstanding lawsuit, and an increase in the provision for loan loss expense.
From 1997 to 1998, net interest income increased by $3,299,000 and non-interest
income increased by $1,089,000. The increase in non-interest income was
primarily attributable to the gain on the sale of loans and the sale of
securities. These increases to income were offset by a $4,662,000 increase in
non-interest expenses. The increase in non-interest expense was attributed to
increased salaries and benefits and occupancy expenses, the costs to settle a
significant litigation matter, and certain other expenses.

American Bancshares' total assets at December 31, 1998 were $455,164,000, an
increase of $101,263,000 or approximately 28.6% from December 31, 1997. The
majority of the increase was invested in loans receivable. Asset growth was
funded by an increase in deposits from the opening of new branches, continued
growth at existing branches, through FHLB advances, and the issuance of trust
preferred securities.

American Bancshares' loans at December 31, 1998 totaled $336,966,000 net, or
approximately 74% of total assets. Of this total, portfolio loans consisted of
$59,027,267 in commercial loans, $99,765,515 in commercial real estate loans,
$28,532,261 in residential real estate loans, and $61,417,581 in consumer
loans, net of deferred costs, and allowance for loan losses of $2,355,000. The
allowance for loan losses represents approximately 0.70% of total loans, down
from 0.91% at December 31, 1997. The allowance for loan losses represents
0.95% of portfolio loans at December 31, 1998, as compared to 1.07% at December
31, 1997.

Comparison of Fiscal Years Ended 1997 and 1996
For the year ended December 31, 1997, American Bancshares reported net
income of $1,920,000, or $0.38 per share, as compared to net income of $782,000
or $.17 per share for 1996. From 1996 to 1997, net interest income increased by
$2,248,000 and non-interest income increased by $2,008,000. The increase in
non-interest income from 1996 to 1997 is primarily attributable to increases in
collection of service charges on deposits of $620,000, credit card merchant fee
income of $217,000, and gains on sale of loan servicing of $250,000. These
changes contributing to income were offset by increases in start-up costs in
the form of general and administrative expenses associated with the opening of
a new full service branch in early 1997 and an increase of $406,000 in the
provision for loan losses. Management believes the long term benefits
associated with the new branch will provide additional income which will
contribute to the growth and profitability of American Bank.

American Bancshares' total assets at December 31, 1997 were $353,901,000, an
increase of $80,271,000 or approximately 29% from December 31, 1996. The
majority of the increase was invested in loans receivable and in U.S.
government agency securities. Asset growth was funded by an increase in
deposits from the opening of new branches as well as continued growth at
existing branches.

American Bancshares' loans at December 31, 1997 totaled $252,991,000, net,
or approximately 71% of total assets. Of this total, portfolio loans consisted
of $50,104,000 in commercial loans, $61,935,000 in commercial real estate,
$54,243,000 in residential real estate, and $48,827,000 in consumer loans, net
of deferred costs, and allowance for loan losses of $1,704,000. Loans held for
sale were $21,127,000 in residential real estate loans and $18,461,000 in real
estate construction loans. The allowance for loan losses increased from
$1,761,000 at December 31, 1996 to $2,311,000 at December 31, 1997. The
allowance for loan losses represents 1.07% of portfolio loans at December 31,
1997, as compared to 1.00% at December 31, 1996.

Results for Nine Months Ended September 30, 1999
For the nine months ended September 30, 1999, net income was $1,670,000 or
$.33 per share, compared to net income of $1,232,000 or $.25 per share for the
same period for 1998. In 1998 earnings per share were affected by the
settlement of certain litigation of $525,000 and associated legal fees of
$235,000, costs associated with the acquisition of Murdock Florida Bank of
$541,000 and costs associated with the opening of

51
<PAGE>

the Ruskin branch of $67,000 net of the associated income tax benefit of
$479,000. In 1999 earnings per share were affected by approximately $124,000,
after tax, as a result of a severance payment to former CEO and President
Gerald Anthony.

Net interest income increased $1,630,000 to $12,669,000 compared to
$11,039,000 for the same period in 1998 as a result of the 7.7% asset growth
and the repricing of certain deposit liabilities. The provision for loan loss
expense increased from $429,000 for the nine month period ended September 30,
1998 to $1,203,000 for the same period in 1999. During the nine months ended
September 30,1999 the bank charged-off $593,000 of bad debt that was part of a
loan relationship totaling approximately $1 million. Management believes the
remaining loan balances in this relationship are adequately collateralized and
that additional write-downs should not be necessary. Management continues to
monitor the status of this relationship and intends to take action as
appropriate. Management uses a procedure on a monthly basis for evaluating the
adequacy of the allowance for loan loss. Based on that review management
considers the allowance sufficient to cover expected loan losses.

Noninterest income increased to $4.6 million for the nine months ended
September 30,1999 from $3.8 million for the same period for 1998. Significant
increases include service charges and fees of $750,000; merchant fees of
$247,000 and gain on sale of servicing of $119,000.

Noninterest expenses increased $976,000 to $13.4 million for the nine months
ended September 30, 1999 from $12.5 million for the same period for 1998.
Salaries and employee benefits increased $993,000 to $6.1 million from $5.1
million due to increased staff size and furniture and equipment expenses
increased $327,000 (including $190,000 of increased depreciation expenses).
These increases were partially offset by decreases in litigation settlement of
$525,000 and associated legal fees of $235,000, costs associated with the
acquisition of Murdock Florida Bank of $541,000 and costs associated with the
opening of the Ruskin branch of $67,000.

Net Interest Income
Net interest income, which constitutes the principal source of income for
American Bancshares, represents the difference between interest income on
interest-earning assets and interest expense on interest-bearing liabilities.
The principal interest-earning assets are loans made to businesses and
individuals. Interest-bearing liabilities primarily consist of time deposits,
interest-paying checking accounts ("NOW Accounts"), retail savings deposits,
and money market accounts. Funds deposited to these interest-bearing
liabilities are invested in interest-earning assets. Accordingly, net interest
income depends on the volume of average interest-earning assets and average
interest-bearing liabilities and the interest rates earned or paid on them.

American Bancshares has experienced a steady increase in net interest income
during the past three fiscal years primarily as a result of the growth in
loans. Net interest income for the fiscal years ended December 31, 1998, 1997,
and 1996 was $15,013,000, $11,714,000, and $9,466,000, respectively, on average
outstanding balances of interest-earning assets of $375,235,000, $294,634,000,
and $229,103,000, respectively. Total interest income for the fiscal years
ended December 31, 1998, 1997, and 1996, was $31,185,000, $24,631,000, and
$19,431,000, respectively. Interest income from loans for the fiscal years
1998, 1997, and 1996 comprised approximately 84.2%, 81.6%, and 83.1%,
respectively, of the total interest income, and earned an average yield of
8.74%, 8.89%, and 9.05%, respectively. Interest income from investments and
federal funds sold earned an average yield of 6.60%, 6.70%, and 6.47%,
respectively.

Total interest expense for fiscal years 1998, 1997, and 1996 was
$16,172,000, $12,917,000, and $9,965,000, respectively, on average outstanding
balances of interest-bearing liabilities of $323,973,000, $253,255,000, and
$196,712,000, respectively. The average cost of interest-bearing liabilities
for fiscal years 1998, 1997, and 1996 was 4.99%, 5.10%, and 5.07% respectively.

Average interest-earning assets to average interest-bearing liabilities was
1.16 for the fiscal years ended December 31, 1998, 1997, and 1996. American
Bancshares' net yield on average earning assets was 4.00%, 3.98%, and 4.13% for
1998, 1997, and 1996, respectively. The decrease in net yield on average
earning assets from 1997 to 1998 and from 1996 to 1997 were due, in part, to a
decrease in average yield on interest-earning assets as a result of interest
rate changes in the market place.

52
<PAGE>

Comparative Average Balances, Interest, and Average Yields

The following table shows for each category of interest-earning assets and
interest-bearing liabilities, the average amount outstanding, the interest
earned or paid on such amount, and the average rate earned or paid for the
years ended December 31, 1998, 1997, and 1996. This table also shows the
average rate earned on all interest-earning assets, the average rate paid on
all interest-bearing liabilities, and the net yield on average interest-earning
assets for the same periods.

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------------------------------------
1998 1997 1996
-------------------------- -------------------------- ---------------------------
Interest Interest Interest
Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/
Balance(1) Expense Rate Balance(1) Expense Rate Balance(1) Expense Rate
---------- -------- ------ --------- -------- ------ --------- --------- ------
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and due from banks.. $ 13,806 $ 8,938 $ 7,989
Bank premises and
equipment, net.......... 11,368 6,869 5,902
Other assets............. 7,332 4,438 2,335
--------- --------- ---------
Total non-interest
earning assets.......... 32,506 20,245 16,226
INTEREST-EARNING ASSETS:
Federal funds sold and
other interest-earning
assets.................. $ 4,762 $ 265 5.56% $ 9,459 $ 535 5.66% $ 5,842 $ 336 5.75%
Investment securities
(2)..................... 70,028 4,670 6.67 58,119 3,994 6.88 44,898 2,946 6.56
Loans, net (3)(4)........ 300,445 26,250 8.74 227,055 20,101 8.89 178,363 16,150 9.05
--------- -------- --------- -------- --------- ---------
Total interest-earning
assets/interest/ income
average rates earned.... $ 375,235 $ 31,185 8.31% $ 294,634 $ 24,631 8.36% $ 229,103 $ 19,431 8.48%
========= ======== ========= ======== ==== ========= ========= ====
Total assets............. $ 407,741 $ 314,879 $ 245,329
========= ========= =========
Total non-interest
bearing
liabilities............. $ 56,752 $ 40,351 $ 27,082
========= ========= =========
INTEREST-BEARING
LIABILITIES:
NOW...................... $ 27,743 $ 471 1.70% $ 22,901 $ 433 1.89% $ 19,161 $ 368 1.92%
Money market............. 69,537 2,914 4.19 59,466 2,773 4.66 36,692 1,720 4.69
Savings.................. 14,504 308 2.12 12,773 304 2.38 12,682 312 2.46
Time..................... 157,172 9,449 6.01 137,986 8,395 6.08 117,407 7,075 6.03
--------- -------- --------- -------- --------- ---------
Total interest-bearing
deposits................ 268,956 13,142 4.89 233,126 11,905 5.11 185,942 9,475 5.10
Securities sold under
agreement to repurchase. 26,039 1,206 4.63 14,374 653 4.54 8,628 352 4.08
Federal funds purchased.. 0 0 0.00 77 4 5.19 47 3 6.38
FHLB advances............ 20,313 1,114 5.48 5,678 355 6.25 2,095 136 6.49
Guaranteed preferred
beneficial interests in
the Company's junior
subordinated debentures. 7,822 685 8.75 -- -- -- -- -- --
Other borrowed money..... 843 25 2.95 -- -- -- -- -- --
--------- -------- --------- -------- --------- ---------
Total interest-bearing
liabilities/rate paid
interest/expense/average. $ 323,973 $ 16,172 4.99% $ 253,255 $ 12,917 5.10% $ 196,712 $ 9,965 5.07%
========= ======== ========= ======== ==== ========= ========= ====
Total liabilities........ $ 380,725 $ 293,606 $ 223,794
Shareholders' equity..... 27,016 21,273 21,535
--------- --------- ---------
Total liabilities and
shareholders' equity.... $ 407,741 $ 314,879 $ 245,329
========= ========= =========
Net interest income...... $ 15,013 $ 11,714 $ 9,466
======== ======== =========
Net yield on average
assets (5).............. 4.00% 3.98% 4.13%
==== ==== ====
</TABLE>
- --------
(1) Average balances represent the average daily balance year to date.
(2) Principally taxable. The yield information does not give effect to changes
in fair value that are reflected as a component of shareholders equity.
(3) Non-accruing loans included in computation of average balance.
(4) Interest income on loans includes fees of $492,000 in 1998, $352,000 in
1997, and $525,000 in 1996.
(5) The net yield on average earning assets is the net interest income divided
by average interest-earning assets.

53
<PAGE>

The effect on interest income, interest expense, and net interest income for
the periods indicated, of changes in average balance and rate, is shown below
for American Bancshares. The effect of a change in average balance has been
determined by applying the average rate at the year-end for the earlier period
to the change in average balance at the year-end for the later period. Changes
resulting from average balance/rate variances are included in changes resulting
from volume.

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

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------------------------
1998 Compared to 1997 1997 Compared to 1996
Increase (Decrease) Due to Change in: Increase (Decrease) Due to Change in:
------------------------------------- -------------------------------------
Average Average Total Average Average Total
Volume (1) Rate Change Volume (1) Rate Change
-------------- ----------- ------------ -------------- ----------- ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
INTEREST EARNING ASSETS:
Federal funds sold...... $ (264) $ (6) $ (270) $ 208 $ (9) $ 199
Investment securities... 819 (145) 674 867 184 1,051
Loans, net (2).......... 6,468 (319) 6,149 4,409 (458) 3,951
------------- ----------- ------------ ------------ ----------- ------------
Total interest income. $ 7,023 $ (469) $ 6,553 $ 5,484 $ (283) $ 5,201
============= =========== ============ ============ =========== ============
INTEREST BEARING
LIABILITIES:
NOW..................... $ 98 $ (54) $ 38 $ 72 $ (7) $ 65
Money market............ 470 (329) 141 1,067 (13) 1,054
Savings................. 42 (38) 4 2 (10) (8)
Time.................... 1,167 (113) 1,054 1,240 80 1,320
------------- ----------- ------------ ------------ ----------- ------------
Total interest on
deposits............. $ 1,777 $(540) $1,237 $2,381 $50 $2,431
============= =========== ============ ============ =========== ============
Securities sold under
agreement to repurchase
and borrow funds....... $ 1,488 $ (155) $ 1,333 $ 427 $ 94 $ 521
Guaranteed preferred
beneficial interests in
the Company's junior
subordinated
debentures............. 685 -- 685 -- -- --
------------- ----------- ------------ ------------ ----------- ------------
Total interest
expense.............. $ 3,950 $(695) $3,255 $2,808 $ 144 $2,952
============= =========== ============ ============ =========== ============
Change in net interest
income................. $ 3,073 $ 226 $ 3,298 $ 2,676 $ (427) $ 2,249
============= =========== ============ ============ =========== ============
</TABLE>
- --------
(1) Non-accruing loans are excluded form the average volumes used in
calculating this table.
(2) Includes loan fees of $492,000 in 1998 and $352,000 in 1997.

Provision for Loan Losses

For the years ended December 31, 1998, 1997, and 1996, the loan loss
provisions recorded were in the amounts of $1,180,000, $921,000, and $515,000,
respectively. The allowance for loan losses represented 0.94%, 1.07%, and 1.00%
of portfolio loans as of December 31, 1998, 1997, and 1996, respectively. The
recorded loan loss provision has steadily increased during the past three years
as a result of management's estimate of the required allowance for its growing
loan portfolio coupled with an increase of loans written-off and increased
portfolio risk in 1998 as compared to 1997 and in 1997 as compared to 1996.

Non-Interest Income

For the years ended December 31, 1998, 1997, and 1996, non-interest income
totaled $5,245,000, $4,156,000, and $2,148,000, respectively, an increase of
approximately 26% from 1997 to 1998, and 93% from

54
<PAGE>

1996 to 1997. During 1998, service charges and fees increased to $1,878,000,
mortgage banking operations contributed $1,473,000, gain on the sale of
securities contributed $410,000, merchant fees increased to $750,000, and
other income contributed $734,000. For the 1997 fiscal year, service fees on
customer deposits contributed $1,812,000, mortgage banking operations
(including brokered loan fees and gains on the sale of loans) contributed
$1,198,000, fees on credit card merchant services contributed $479,000, gains
from sales of securities contributed $140,000, and other income increased to
$337,000. The increase in non-interest income in 1998 as compared to 1997 is
primarily due to gain on sales of loans and securities, mortgage servicing
rights, and merchant fees. Non-interest income increased in 1997 approximately
93% from the amounts generated in 1996. The increase in non-interest income in
1997 as compared to 1996 reflects American Bancshares' increase in its
mortgage banking operations through its acquisition of DesChamps in early
1997, a full year of credit card merchant service fees in 1997 versus a
partial year in 1996, and continued sales of both its mortgage loans held for
sale and the mortgage servicing rights.

The following table summarizes the major components of non-interest income
for the periods indicated:

<TABLE>
<CAPTION>
Years Ended December
31,
--------------------
1998 1997 1996
------ ------ ------
(Dollars in
Thousands)
<S> <C> <C> <C>
Service charges and fees............................... $1,878 $1,812 $1,192
Gain on sale of mortgage loans......................... 1,321 870 514
Gain on sale of securities............................. 410 140 107
Broker loan fees....................................... 152 327 33
Merchant fees.......................................... 750 479 262
Other income........................................... 734 528 40
------ ------ ------
Total................................................ $5,245 $4,156 $2,148
====== ====== ======
</TABLE>

Non-Interest Expense

Non-interest expense for the years ended December 31, 1998, 1997, and 1996,
totaled $16,574,000, and $11,912,000, $9,856,000, respectively, substantially
all of which was general and administrative expenses. The increase in non-
interest expense in 1998 was due primarily to salaries and benefits, occupancy
costs, and the settlement of certain litigation. The increase in 1997 and 1996
was due primarily to the start-up costs associated with the opening of new
branches, hiring of additional lending staff and support staff for backroom
operations, and the related costs associated with such activities. For the
years ended December 31, 1998, 1997, and 1996, non-interest expenses were
4.06%, 3.78%, and 4.02%, respectively, of average assets. The largest
component, salaries and employee benefits, amounted to $7,015,000 or 42% in
1998, $5,181,000 or 43% in 1997, and $4,361,000 or 44% in 1996, respectively,
of total other expenses for the years ended 1998, 1997, and 1996. Management
continuously monitors non-interest expenses and the efficiency ratio in an
effort to maintain non-interest expenses at a level within industry standards,
to the extent consistent with American Bancshares' growth activities.

The following table summarizes the various categories of non-interest
expense for the periods indicated:

<TABLE>
<CAPTION>
Years Ended December
31,
----------------------
1998 1997 1996
------- ------- ------
(Dollars in Thousands)
<S> <C> <C> <C>
Salaries and employee benefits....................... $ 7,015 $ 5,181 $4,361
Net occupancy and equipment expense.................. 1,953 1,627 1,184
Data processing fees................................. 946 917 925
Litigation settlement................................ 525 -- --
ATM and credit card fees............................. 943 631 206
Professional fees.................................... 634 534 244
Other expenses....................................... 4,558 3,022 2,936
------- ------- ------
Total.............................................. $16,574 $11,912 $9,856
======= ======= ======
</TABLE>

55
<PAGE>

Income Tax Expense

For the three years ended December 31, 1998, 1997, and 1996, income tax
provisions totaling $877,000, $1,117,000, and $461,000 were recorded. The
decrease in income tax provisions in 1998 from 1997 is the result of decreased
earnings. The increase in income tax provision in 1997 from 1996 is the result
of increased earnings. The effective tax rate was 35%, 36.7% and 37% for each
of the years ended 1998, 1997, and 1996, respectively.

Asset/Liability Management

One of American Bancshares' primary objectives is to control fluctuations in
net interest income caused by changes in interest rates. To manage interest
rate risk, American Bank's Board of Directors has established interest rate
risk policies and procedures which delegate to the Asset/Liability Management
Committee ("ALCO") the responsibility to monitor and report on interest rate
risk, devise strategies to manage interest rate risk, monitor loan origination
and deposit activity, and approve all pricing strategies.

The management of interest rate risk is one of the most significant factors
affecting American Bancshares' ability to achieve future earnings. The
principal measure of American Bancshares' exposure to interest rate risk is the
difference between interest rate sensitive assets and liabilities for the
periods being measured, commonly referred to as the "gap" for such period. An
asset or liability is considered interest rate sensitive if it will reprice or
mature within the time period being analyzed. Controlling the maturity or
repricing of an institution's liabilities and assets in order to minimize
interest rate risk is commonly referred to as gap management. A gap is
considered positive when the amount of interest rate assets exceed the amount
of interest rate sensitive liabilities. When the opposite occurs, the gap is
considered to be negative. During periods of increasing interest rates, a
negative gap would tend to adversely affect income while a positive gap would
tend to result in net interest income. During periods of decreasing interest
rates, the inverse would tend to occur. If the maturities of interest rate
sensitive assets and liabilities were equally flexible and moved concurrently,
the impact of any material or prolonged increase or decrease in interest rates
or net interest income on existing assets or liabilities would be minimal. It
is common to focus on the one year gap, which is the difference between the
dollar amount of assets and the dollar amount of liabilities maturing or
repricing within the next twelve months.

ALCO uses an external asset/liability modeling service to analyze American
Bank's current financial position and develop strategies prior to
implementation. The systems attempt to simulate American Bank's asset and
liability base and project future operating results under several interest rate
and spread assumptions. Management utilizes a simulation model, complete with
rate shock scenarios, to determine American Bancshares' sensitivity to rate
changes. Using historical data and prepayment assumptions, management places
each category of asset and liability in a time frame that it expects its assets
and liabilities to reprice.

Under asset/liability management guidelines, American Bancshares' policy is
to maintain a cumulative one-year gap of no more than 15% of total assets,
primarily by managing the maturity distribution of its investment portfolio and
emphasizing loan originations tied to interest sensitive indices. Additionally,
American Bank has joined the FHLB to enhance its liquidity position and provide
the ability to utilize fixed rate advances to improve the match between
interest-earning assets and interest-bearing liabilities in certain periods.

American Bancshares' cumulative one year gap at December 31, 1998 was a
negative $58,191,000 (or -20.16%, expressed as a percentage of total assets).
This represents an increase of $4,552,000 in interest sensitive liabilities
over interest sensitive assets from December 31, 1997. This increase was due
primarily to the growth in NOW and money market accounts and repurchase
agreements. Management believes its negative gap position is mitigated by its
$119,438,000 in NOW, money market, and savings deposits, the majority of which
it considers to be core deposits.

The following table presents the interest rate-sensitive assets and
liabilities of American Bank at December 31, 1998, which are expected to mature
or are subject to repricing in each of the time periods

56
<PAGE>

indicated. The tables may not be indicative of American Bancshares' rate
sensitive position at other points in time. The balances have been derived
based on the financial characteristics of the various assets and liabilities.
Adjustable and floating rate assets are included in the period in which
interest rates are next scheduled to adjust rather than their scheduled
maturity dates. Fixed rate loans are shown in the periods in which they are
scheduled to be repaid. Repricing of time deposits is based on their scheduled
maturities. Deposits without a stated maturity are shown as repricing within
ninety (90) days.

Interest Rate Sensitivity Analysis As Of December 31, 1998

<TABLE>
<CAPTION>
Term to Repricing
---------------------------------------------------------------------------------
90-180 181 Days 1-2 2-3 3-4 4+
90 Days Days to 365 Days Years Years Years Years Total
-------- ------ ----------- ------- ------- ------- ------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Federal funds sold.......... $ -- -- -- -- -- -- -- --
Interest-bearing due from
banks...................... 104 -- -- -- -- -- -- 104
Fixed rate loans............ 86,467 8,633 7,613 13,956 27,806 24,821 74,487 243,783
Variable rate loans......... 57,719 7,218 9,843 4,504 1,102 3,922 9,940 94,248
Treasuries.................. -- -- 505 1,537 -- -- -- 2,042
Governmental agencies....... 20,881 10,984 6,010 -- -- -- -- 37,875
State and municipal......... -- -- -- -- -- -- 1,647 1,647
Mortgage-backed securities.. -- -- -- -- -- -- 18,780 18,780
Collateralized Mortgage
Obligations................ -- -- -- -- -- -- 9,975 9,975
Trust Preferred Securities.. -- -- -- -- -- 781 4,108 4,889
Federal Home Loan Bank
Stock...................... 1,870 -- -- -- -- -- -- 1,870
-------- ------ ------- ------- ------- ------- ------- --------
Total interest-earning
assets..................... 167,041 26,835 23,971 19,997 28,908 29,524 118,937 415,213
NOW......................... 32,266 -- -- -- -- -- -- 32,266
Money market................ 72,497 -- -- -- -- -- -- 72,497
Savings..................... 14,675 -- -- -- -- -- -- 14,675
Certificates/IRS's<$100,000. 14,962 18,180 46,506 19,080 16,064 3,940 5,837 124, 569
Certificates/IRS's>$100,000. 5,795 6,990 14,675 4,090 4,550 912 1,703 38,715
Securities sold under
agreements to repurchase... 29,592 -- -- -- -- -- -- 29,592
Guaranteed preferred
beneficial interests in the
Company's junior
subordinated debentures.... -- -- -- -- -- -- 16,249 16,249
Federal Home Loan Bank
advances................... 8,900 -- 11,000 15,000 -- -- -- 34,900
-------- ------ ------- ------- ------- ------- ------- --------
Total interest-bearing
liabilities................ 178,687 25,170 72,181 38,170 20,614 4,852 23,784 363,463
Interest sensitivity gap.... (11,646) 1,665 (48,210) (18,173) 8,294 24,672 95,148 51,750
-------- ------ ------- ------- ------- ------- ------- --------
Cumulative gap.............. $(11,646) (9,981) (58,191) (76,364) (68,070) (43,398) 51,750
======== ====== ======= ======= ======= ======= =======
Cumulative gap ratio........ 0.93 0.95 0.79 0.76 0.80 0.87 1.14
======== ====== ======= ======= ======= ======= =======
Cumulative gap as a
percentage of total assets. (4.03)% (3.46)% (20.16)% (26.45)% (23.58)% (15.03)% 17.93%
======== ====== ======= ======= ======= ======= =======
</TABLE>

57
<PAGE>

Market Risk Management

In addition to gap analysis, the ALCO utilizes a model that further takes
into account and evaluates the market risk of American Bank's financial
position. Market risk represents to risk of loss from adverse changes in market
prices and interest rates. ALCO monitors the impact of changes in the interest
rates through the use of an Economic Value of Equity ("EVE") model. EVE is the
net present value of the balance sheet cash flows. This measures a sudden
increase or decrease in interest rates in 100 basis point increments and the
effect of such change on the net present value of equity. The following table
sets forth the estimated impact of immediate changes in interest rates as of
September 30, 1999:

<TABLE>
<CAPTION>
Rate Change Eve % Change
----------- --- --------
<S> <C> <C>
-400 $52,593 11.35 %
-300 49,766 5.37
-200 47,444 0.45
-100 46,387 (1.79)
-- 47,231 --
+ 100 48,360 2.39
+ 200 49,610 5.04
+ 300 50,913 7.80
+ 400 52,251 10.63
</TABLE>

The preceding table indicates that at September 30, 1999, in the event of a
sudden and sustained increase or decrease in market rates the EVE would be
expected to increase, with the exception of a 100 basis point drop where the
EVE would be expected to decrease. These changes are the result of repricing
opportunities inherent in the balance sheet. Computations of forecasted efforts
of interest rates are based on numerous assumptions, such as market interest
rates, loan growth and prepayment, deposit maturities and retention and should
not be relied upon as indicative of future results. Also, the computations do
not take into effect any actions that the ALCO could undertake in response to
changes in interest rates.

Financial Condition

Lending Activities

American Bancshares offers a broad range of personal and business loans and
mortgage loan products. American Bancshares aggressively pursues quality
indirect lending through local automobile dealerships, small to medium sized
commercial business loans, and direct residential loans. Also, through its
Mortgage Banking Division, American Bank has focused efforts on residential
loan originations that can be sold in the secondary market while it retains or
packages for sale the servicing rights. The Mortgage Banking Division maintains
relationships with correspondent lenders throughout the State of Florida,
ensuring continued lending efforts without a concentration in any one area.
Management believes this to be a prudent practice in the mortgage banking area
as it minimizes risks associated with the localized economic downturns. The
Mortgage Banking Division originates primary construction-to-permanent
financing loans, which are considered to have less risk of nonpayment than
construction only financings. In addition, with its acquisition of DesChamps, a
Bradenton based residential mortgage brokerage company, in early 1997, American
Bank also increased its origination of residential mortgage loans in Manatee
and Sarasota counties.

Loan Portfolio Composition. At December 31, 1998, total loans included
portfolio loans of approximately $248.8 million, net, and loans held for sale
of approximately $88.2 million. Total loans represented approximately 74% of
American Bancshares' total assets at December 31, 1998. Management's objective
is to maintain its one-to-four family residential and construction loans at 30%
of total loans. At December 31, 1998, approximately 35%, or $118.5 million, of
its total loans were in one-to-four family residential and construction loans,
including approximately $59.1 million in mortgage loans held for sale and

58
<PAGE>

$29.1 million of construction loans held for sale. The following table
summarizes the composition of American Bank's loan portfolio (excluding loans
held for sale) by type of loan on the dates indicated.

<TABLE>
<CAPTION>
Year Ended December 31
----------------------------------------------------------------------------------
1998 1997 1996 1995 1994
--------------- --------------- --------------- --------------- ---------------
Amount % Amount % Amount % Amount % Amount %
-------- ----- -------- ----- -------- ----- -------- ----- -------- -----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TYPE OF LOAN:
Residential mortgage
(1).................... $ 30,304 12.1% $ 54,243 25.2% $ 49,575 28.1 $ 46,032 33.1% $ 37,041 34.2%
Commercial (2).......... 159,356 63.6 112,039 52.1 82,172 46.6 61,064 43.8 46,774 43.2
Consumer and other
loans (3).............. 60,768 24.3 48,827 22.7 44,691 25.3 32,169 23.1 24,479 22.6
-------- ----- -------- ----- -------- ----- -------- ----- -------- -----
Total loans............. $250,428 100.0% $215,109 100.0% $176,438 100.0 $139,265 100.0% $108,294 100.0%
LESS:
Allowance for loan
losses................. (2,355) (2,311) (1,761) (1,609) (1,374)
Net deferred costs
(fees)................. 735 607 588 430 450
-------- -------- -------- -------- --------
Total loans net......... $248,808 $213,405 $175,265 $138,086 $107,370
======== ======== ======== ======== ========
</TABLE>
- --------
(1) Substantially all single family loans. Real estate construction loans are
included in loans held for sale.
(2) Commercial consists of commercial real estate and other commercial loans.
(3) Includes consumer installment loans.

Residential Mortgage Loans. This category of loans is comprised of mainly 1
to 4 single family residential loans. The decrease of this category of loans
during the period covered by the table is due to the reclassification of
Murdock's mortgage portfolio as held for sale. The loans held as portfolio
loans are primarily variable rate loans.

Commercial Loans. This category of loan is comprised of commercial and
commercial real estate loans to local business involved primarily in light
manufacturing, service, retail, and wholesale activities. The growth in these
loans is attributable to the continued economic growth of the region and
American Bank's solicitation efforts in this area.

Consumer Loans. This category of loans is comprised of consumer and other
loans that include automobile, personal lines of credit, boat, and credit
cards. The increase in these loans is primarily due to American Bank's
continued branching activities and solicitation of local automobile dealers.

Loan Maturity Schedule. The following table sets forth the maturities of
loans outstanding as of December 31, 1998.

<TABLE>
<CAPTION>
At December 31, 1998
------------------------------------
Due after 1
Due in Year but Due
1 Year Before 5 after
or Less Years 5 Years Total
------- ----------- ------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
1-4 Family Residential............. $ 3,670 $ 9,117 $17,517 $ 30,304
Other loans collateralized by real
estate............................ 11,886 43,248 45,060 100,194
Commercial and consumer loans...... 37,125 70,395 12,410 119,930
------- -------- ------- --------
Total loans (1).................... $52,681 $122,760 $74,987 $250,428
======= ======== ======= ========
</TABLE>
- --------
(1) Excluding deferred fees, allowance for loan losses, and loans held for
sale.

59
<PAGE>

Sensitivity of Loans to Changes in Interest Rates. The following table sets
forth as of December 31, 1998 the dollar amounts of loans due after one year
which had predetermined interest rates and loans due after one year which had
floating or adjustable interest rates.

<TABLE>
<CAPTION>
Dollar Amount of Loans
December 31, 1998
----------------------
(Dollars in Thousands)
<S> <C>
Type of Interest Rate:
Predetermined rate,
maturity greater than
one year............... $157,886
Floating or adjustable
rate due after one
year................... 39,861
--------
Total................... $197,747
========
</TABLE>

Loan Classification

Management seeks to maintain a level of high quality assets through
conservative underwriting and sound lending practices. Management intends to
follow this policy even though it may result in foregoing the funding of higher
yielding loans. Approximately 35% of American Bancshares' loan portfolio,
including loans held for sale, is collateralized by first liens on primarily
owner-occupied residential homes which have historically carried a relatively
low credit risk. American Bancshares also maintains a commercial real estate
portfolio comprised primarily of owner-managed commercial businesses.

In an effort to maintain the quality of the loan portfolio, management seeks
to minimize higher risk types of lending and additional precautions have been
taken when such loans are made in order to reduce American Bancshares' risk of
loss. Generally, construction loans present a higher degree of risk to a lender
depending upon, among other things, whether the borrower has permanent
financing at the end of the loan period, whether the project is an income
producing transaction in the interim, and the nature of changing economic
conditions including changing interest rates. While there is no assurance that
American Bancshares will not suffer losses on its construction loans or its
commercial real estate loans, management believes that it has reduced the risks
associated therewith because, among other things, primarily all such loans
relate to owner-occupied projects, projects where the borrower has received
permanent financing commitments from which American Bancshares will be repaid,
and projects where the borrower has demonstrated to American Bancshares'
management that its business will generate sufficient income to repay the loan.
American Bancshares primarily enters into agreements with individuals who are
familiar to American Bank personnel, are residents of American Bancshares'
primary market area and are believed by management to be good credit risks.

Commercial and financial loans also entail certain risks since they usually
involve large loan balances to single borrowers or a related group of
borrowers, resulting in a more concentrated loan portfolio. Further, since
their repayment is usually dependent upon the successful operation of the
commercial enterprise, they also are subject to adverse conditions in the
economy. Commercial loans are generally riskier than residential mortgages
because they are typically made on the basis of the ability to repay from the
cash flow of a business rather than on the ability of the borrower or guarantor
to repay. Further, the collateral underlying commercial loans may depreciate
over time, and occasionally cannot be appraised with as much precision as
residential real estate, and may fluctuate in value based on the success of the
business.

In addition to maintaining high quality assets, management attempts to limit
American Bancshares' risk exposure to any one borrower or borrowers with
similar or related entities. As of December 31, 1998, American Bank has
extended credit in excess of $2 million to 20 borrowers.

Loan concentrations are defined as amounts loaned to a number of borrowers
engaged in similar activities which would cause them to be similarly impacted
by economic or other conditions. American Bancshares, on a routine basis,
evaluates these concentrations for purposes of policing its concentrations and
to make necessary adjustments in its lending practices that most clearly
reflect the economic times, loan to deposit ratios, and industry trends. As of
December 31, 1998, total loans to any particular group of customers engaged in
similar activities or having similar economic characteristics did not exceed
10% of total loans.

60
<PAGE>

The Board of Directors of American Bancshares concentrates its efforts and
resources, and that of its senior management and lending officials, on loan
review and underwriting procedures. American Bancshares utilizes the services
of an independent consultant to perform periodic loan documentation and
compliance reviews as well as deposit and operations compliance reviews.
Internal controls include a loan review specialist employed by American Bank,
who performs on-going reviews of new and existing loans to monitor
documentation and ensure the existence and valuations of collateral. Senior
loan officers have established a review process with the objective of quickly
identifying, evaluating, and initiating necessary corrective action for
substandard loans. The goal of the loan review process is to address the watch
list, and substandard and non-performing loans, as early as possible. Combined,
these components are integral elements of American Bancshares' loan program
which has resulted in its loan portfolio performance to date. Nonetheless,
management maintains a cautious outlook in anticipating the potential effects
of uncertain economic conditions (both locally and nationally) and the
possibility of more stringent regulatory standards.

Loans, including impaired loans, are generally classified by American
Bancshares as non-accrual loans if they are past due as to maturity or payment
of principal or interest for a period of ninety days or more, unless such loans
are well collateralized and in the process of collection. If a loan or a
portion of a loan is classified as doubtful or is partially charged off, the
loan is classified as a non-accrual loan. Loans that are on a current payment
status or past due less than ninety days may also be classified as non-accrual
if repayment in full of principal and/or interest is in doubt. Loans are not
returned to accrual status until the principal and interest payments are
brought current and future payments appear certain.

Interest accrued and unpaid at the time a loan is placed in non-accrual
status is charged against interest income. During the time that a loan is
classified as non-accrual and the future collectability of the recorded loan
balance is doubtful, collections of interest and principal are generally
applied as a reduction to principal outstanding. When the future collectability
of the recorded loan balance is expected, interest income may be recognized on
a cash basis. In the case where a non-accrual loan had been partially charged
off, recognition of interest on a cash basis is limited to that which would
have been recognized on the recorded loan balance at the contractual interest
rate. Cash interest receipts in excess of that amount are recorded as
recoveries to the allowance for credit losses until prior charge-offs have been
fully recovered.

Real estate acquired by American Bancshares as a result of foreclosure or
acceptance of deeds in lieu of foreclosure is classified as foreclosed real
estate. These properties are recorded on the date acquired at the lower of fair
value less estimated selling costs or the recorded investment in the related
loan. If the fair value after deducting the estimated selling costs of the
acquired property is less than the recorded investment in the related loan, the
estimated loss is charged to the allowance for loan losses at that time. The
resulting carrying value established at the date of foreclosure becomes the new
cost basis for subsequent accounting. After foreclosure, if the fair value less
estimated selling costs of the property becomes less than its costs, the
deficiency is charged to the provision for losses on foreclosed real estate.
Costs relating to the developmental improvement of the property are
capitalized, whereas those relating to holding the property for sale are
charged as an expense.

As of December 31, 1998, American Bancshares had 20 loans on non-accrual
status totaling $429,000, or 0.17% of total loans. As of December 31, 1998,
American Bancshares had other real estate owned ("OREO") of approximately
$1,003,000, which consisted of six single family residences.

In addition, American Bancshares performs ongoing reviews of its new and
existing loans to identify, evaluate, and initiate corrective action for
substandard loans. As of December 31, 1998, American Bancshares has identified
approximately 125 loans to 86 borrowers to be monitored on its watch list and
substandard list of loans, representing aggregate borrowings of approximately
$6,480,000. Of this aggregate amount, management has assessed the maximum risk
of loss to be $1,154,000 based on management's assessment of the ability of
such borrowers to comply with their present loan repayment terms and assuming
that the collateral for such loans must be liquidated. These loans have been
considered by management in its assessment of the allowance for loan losses and
none of these borrowers have failed to comply with their present loan repayment
terms.

61
<PAGE>

The following table sets forth certain information, as of the date
indicated, regarding non-accrual loans, restructured loans and loans 90 days or
more past due.

<TABLE>
<CAPTION>
At December 31,
--------------------------------------
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
NON-ACCRUAL LOANS
Residential mortgage................. $ 225 $ 762 $ 934 $ 130 $ 685
Commercial and commercial real
estate.............................. 71 153 133 1,017 341
Consumer............................. 133 71 67 96 71
------ ------ ------ ------ ------
Total non-accrual loans.............. 429 986 1,134 1,243 1,097
TOTAL NON-PERFORMING LOANS (1)......... 33 687 229 0 0
RESTRUCTURED LOANS..................... 2,320 22 24 0 0
------ ------ ------ ------ ------
TOTAL.................................. $2,782 $1,695 $1,387 $1,243 $1,097
====== ====== ====== ====== ======
Percentage non-accrual, non-performing
and restructured loans to total loans. 1.11% 0.8% 0.8% 0.9% 1.0%
</TABLE>
- --------
(1) Accruing loans which are contractually past due 90 days or more as to
principal or interest.

Allowance for Loan Losses

In originating loans, American Bancshares recognizes that loan losses will
be experienced and that the risk of loss will vary with, among other things,
the type of loan being made, the creditworthiness of the borrower over the term
of the loan and, in the case of a collateralized loan, the quality of the
collateral for the loan as well as general economic conditions. It is
management's policy to maintain an adequate allowance for loan losses based on,
among other things, American Bancshares' historical loan loss experience,
evaluation of economic conditions, and regular reviews of delinquencies and
loan portfolio quality.

Management continues to actively monitor American Bancshares' asset quality
and to charge-off loans against the allowance for credit losses when
appropriate or to provide specific loss allowances when necessary. Although
management believes it uses the best information available to make
determinations with respect to the allowance for loan losses, future
adjustments may be necessary if economic conditions differ from the economic
conditions in the assumptions used in making the initial determinations.

62
<PAGE>

The following table sets forth an analysis of American Bancshares' allowance
for loan losses for the periods indicated.

<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Total loans at end of
period (1)............. $250,428 $215,109 $176,438 $139,265 $108,294
Allowance at beginning
of period.............. 2,311 1,761 1,609 1,374 1,021
Loans charged-off during
the period............. (1,258) (471) (412) (534) (165)
Recoveries of loans
previously charged-off. 122 100 49 67 57
-------- -------- -------- -------- --------
Net loans charged-off
during the period...... (1,136) (371) (363) (467) (108)
Provisions charged to
income................. 1,180 921 515 702 291
-------- -------- -------- -------- --------
Allowance at end of
period................. $ 2,355 $ 2,311 $ 1,761 $ 1,609 $ 1,374
======== ======== ======== ======== ========
Ratio of net charge-offs
to average loans
outstanding............ 0.38 % 0.21 % 0.23 % 0.37 % 0.14 %
Allowance as a
percentage of total
loans.................. 0.94 % 1.07 % 1.00 % 1.16 % 1.27 %
Allowance as a
percentage of non-
performing and non-
accrual loans.......... 509.7 % 138.1 % 129.2 % 129.4 % 125.2 %
</TABLE>
- --------
(1) Excludes loans held for sale.

The following table sets forth a breakdown of the allowance for loan losses
by loan category for the periods indicated. Management believes that the
allowance can be allocated by category only on an approximate basis. The
allocation of an allowance to each category is not necessarily indicative of
future losses and does not restrict the use of the allowance to absorb losses
in any other category.

<TABLE>
<CAPTION>
At December 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
% Of % Of % Of % Of % Of
Loans Loans Loans Loans Loans
To To To To To
Total Total Total Total Total
Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Residential
mortgage (1)........... $ 310 12.1% $ 773 25.2% $ 615 28.1 $ 468 33.1% $ 463 34.2%
Commercial and
Commercial real estate. 914 63.6 861 52.1 773 46.6 630 43.8 512 43.2
Consumer loans.......... 639 24.3 641 22.7 342 25.3 233 23.1 251 22.6
Unallocated............. 492 0.0 36 0.0 31 0.0 278 0.0 148 0.0
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Total allowance for loan
losses................. $2,355 100.0% $2,311 100.0% $1,761 100.0% $1,609 100.0% $1,374 100.0%
====== ===== ====== ===== ====== ===== ====== ===== ====== =====
</TABLE>
- --------
(1) No allowance has been allocated to real estate construction since the
amount such loans held in American Bancshares' loan portfolio at the
periods indicated was not material.

The measurement of impaired loans is based on the fair value of the loan's
collateral. The measurement of non-collateral dependent loans is based on the
present value of expected future cash flows discounted at the historical
effective interest rate. The components for the allowance for credit losses are
as follows:

<TABLE>
<CAPTION>
December 31,
--------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Impaired loans........................... $ 556,000 $ 246,000 $ 331,400
Other.................................... 1,799,000 2,065,000 1,429,600
---------- ---------- ----------
$2,355,000 $2,311,000 $1,761,000
========== ========== ==========
</TABLE>

63
<PAGE>

Investment Activities

At December 31, 1998, 1997 and 1996, American Bancshares' investment
portfolio totaled $77,078,000, $68,664,000, and $43,509,000, respectively. The
investment portfolio consists of U.S. Treasury and federal agency securities,
trust preferred securities, municipal bonds, and FHLB stock. Maturities range
from three months to fifteen years with a portfolio average maturity of
approximately 5 years.
Funds generated by American Bank as a result of increases in deposits or
decreases in loans which are not immediately used by American Bank are invested
in securities held in its investment portfolio. The investment portfolio is
used as a source of liquidity for American Bank. The investment portfolio is
structured so that it provides an ongoing source of funds for meeting loan and
deposit demands and for reinvestment opportunities to take advantage of changes
in interest rates.

The following table summarizes American Bank's investment portfolio as of
the dates indicated.

Investment Securities Portfolio

<TABLE>
<CAPTION>
At December 31,
-----------------------
1998 1997 1996
------- ------- -------
(Dollars in Thousands)
<S> <C> <C> <C>
AVAILABLE FOR SALE (1):
U.S. Treasury securities......................... $ 2,042 $ 4,039 $ 7,425
U.S. Government Agencies......................... 37,875 55,847 22,080
State and municipal.............................. 1,647 1,164 1,034
Trust Preferred Securities....................... 4,889 0 0
------- ------- -------
Total debt securities............................ 46,453 61,050 30,539
FHLB stock (restricted).......................... 1,870 1,709 1,075
Mortgage-backed securities....................... 28,755 5,905 11,895
------- ------- -------
Total available for sale (2)..................... $77,078 $68,664 $43,509
======= ======= =======
</TABLE>
- --------
(1) Carried at estimated market value. American Bancshares does not have any
securities being held to maturity.
(2) Cost of such securities (dollars in thousands) was $77,309 as of December
31, 1998, $68,438 as of December 31, 1997, and $43,664 as of December 31,
1996

The following table summarizes American Bancshares' securities (excluding
the restricted FHLB Stock and mortgage-backed securities) by maturity and
weighted average yields at December 31, 1998. Yields on tax exempt securities
are stated at their nominal rates and have not been adjusted for tax rate
differences.

<TABLE>
<CAPTION>
After One After Five
Year But Years But
Within Within After 10
Within One Year 5 Years 10 Years Years Total
---------------- ------------ ------------- ------------- -------------
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
-------- ------- ------ ----- ------- ----- ------- ----- ------- -----
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
At December 31, 1998:
U.S. Treasury
securities............. $ 505 5.30% $1,014 5.34% $ 523 7.46% $ 0 0.00% $ 2,042 5.87%
U.S. Government
agencies............... 0 0.00 2,015 6.54 11,030 6.75 24,830 6.64 37,875 6.67
State and municipals.... 0 0.00 0 0.00 0 0.00 1,647 6.69 1,647 6.69
Trust preferred
securities............. 0 0.00 0 0.00 0 0.00 4,889 8.67 4,889 8.67
------- ------- ------ ---- ------- ---- ------- ---- ------- ----
$ 505 5.30% $3,029 6.13% $11,553 6.78% $31,366 6.71% $46,453 6.69%
======= ======= ====== ==== ======= ==== ======= ==== ======= ====
</TABLE>

Deposit Activities and Other Sources of Funds

General. Deposit accounts are the primary source of funds of American
Bancshares for use in lending and other investment purposes. In addition to
deposits, American Bancshares draws funds from interest

64
<PAGE>

payments, loan principal payments, loan and security sales, and funds from
operations (including various types of loan fees). Scheduled loan payments of
principal and interest are a relatively stable source of funds, while deposit
inflows and outflows are significantly influenced by general interest rates
and money market conditions. American Bancshares may use borrowings on a
short-term basis, if necessary, to compensate for reductions in the
availability of other sources of funds, or borrowings may be used on a longer
term basis for general business purposes.

Deposit Activities. Deposits are attracted principally from within American
Bancshares' primary market area through the offering of a broad variety of
deposit instruments, including checking accounts, money market accounts,
savings accounts, certificates of deposit (including jumbo certificates in
denominations of $100,000 or more), and retirement savings plans. Total
deposits were $344,845,000, $302,746,000, and $232,433,000 at December 31,
1998, 1997, and 1996 respectively. The introduction of new products and the
continued focus on quality customer service have contributed to strong deposit
growth. American Bancshares continues to develop consumer and commercial
deposit relationships through referrals and additional contacts within its
market area. As of December 31, 1998, 1997, and 1996, jumbo certificates
accounted for $38,716,000, $36,170,000, and $24,702,000, respectively, of
American Bancshares' deposits. American Bancshares has not aggressively
attempted to obtain large denomination, high interest-bearing certificates
except to address a particular funding need. In an effort to fund the rapid
growth of the loan volume originated by the Mortgage Banking Division during
the fourth quarter of 1994, American Bancshares offered a five year
certificate of deposit and money market product at above market rates at that
time. In addition, in an effort to fund strong loan demand during 1996,
American Bancshares offered a five year certificate and money market product
at above market rates at that time. Although all of such deposits were
originated within American Bancshares' market area and substantially all were
not jumbo products, the regulators required American Bancshares to classify
these deposits as brokered deposits because the rate exceeded 75 basis points
over the then existing market rate.

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

Average Deposit Balance and Rates. The following table sets forth the
average balance and weighted average rates for American Bank's categories of
deposits for the period indicated.

<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------------------------------------
1998 1997 1996
------------------------- ------------------------- -------------------------
Average Average % Of Average Average % Of Average Average % Of
Balance Rate Deposits Balance Rate Deposits Balance rate Deposits
-------- ------- -------- -------- ------- -------- -------- ------- --------
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Non-interest checking... $ 56,275 0.00% 17 $ 38,753 0.00% 14 $ 25,787 0.00% 12
Interest checking and
Money Market........... 97,280 3.48% 30 82,367 3.90% 30 55,853 3.74% 26
Savings................. 14,504 2.12% 4 12,773 2.38% 5 12,682 2.46% 6
Certificates of deposit. 157,172 6.01% 49 137,986 6.08% 51 117,407 6.03% 56
-------- ---- --- -------- ---- --- -------- ---- ---
Total................... $325,231 100 $271,879 100 $211,729 100
======== === ======== === ======== ===
</TABLE>

Certificates of Deposit. At December 31, 1998, certificates of deposit
represented approximately 49% of American Bancshares' total deposits, as
compared to 51% of total deposits at December 31, 1997, and 56% at December
31, 1996. American Bancshares does not have a concentration of deposits from
any one source, the loss of which would have a material adverse effect on the
business of American Bancshares. Management believes that substantially all of
American Bancshares' depositors are residents, either full or part time, in
its primary market area.

65
<PAGE>

The following table summarizes the amount of American Bancshares'
certificates of deposit of $100,000 or more by time remaining until maturity at
December 31, 1998 and December 31, 1997.

<TABLE>
<CAPTION>
At December 31, At December 31,
1998 1997
--------------- ---------------
(Dollars In Thousands)
Maturity Period
---------------
<S> <C> <C>
Less than three months.................... $ 5,795 $ 6,486
Over three months through six months...... 6,990 5,197
Over six months through twelve months..... 14,675 10,208
Over twelve months........................ 11,256 14,279
------- -------
Totals.................................... $38,716 $36,170
======= =======
</TABLE>

The following table indicates the scheduled maturities of time deposits of
American Bancshares as of December 31, 1998 and December 31, 1997.

<TABLE>
<CAPTION>
At December 31, At December 31,
1998 1997
--------------- ---------------
(Dollars In Thousands)
Maturity Period
---------------
<S> <C> <C>
Due within one year....................... $107,108 $ 86,347
Due after one through two years........... 23,170 34,662
Due after two through three years......... 20,614 13,487
Due after three through four years........ 4,852 19,389
Due after four years...................... 7,540 5,095
-------- --------
$163,284 $158,980
======== ========
</TABLE>

Deposit Flows. The following table sets forth the deposit flows of American
Bancshares during the periods indicated.

<TABLE>
<CAPTION>
Years Ended December
31,
-----------------------
1998 1997 1996
------- ------- -------
(Dollars In Thousands)
<S> <C> <C> <C>
Net increase before interest credited............ $28,961 $58,717 $35,966
Net credited..................................... 13,138 11,596 9,740
------- ------- -------
Net deposit increase............................. $42,099 $70,313 $45,706
======= ======= =======
</TABLE>

Borrowings. American Bancshares has borrowed funds during the past to fund
short-term cash requirements. None of such funds were used to fund loan
activity. In the future, if there are periods when the supply of funds from
deposits cannot meet the demand for loans, American Bancshares has the ability
to seek a portion of the needed funds through loans (advances) from the FHLB of
Atlanta where American Bancshares, as of December 31, 1998, had a $50 million
line of credit. As of December 31, 1998, $34.9 million has been borrowed on the
line and $15.1 million remained available for future use. As of March 26, 1999,
the line of credit has been increased to $75 million, of which $45.6 million
have been borrowed.

Liquidity and Capital Resources

Liquidity is defined as the ability of American Bancshares to generate
sufficient cash to fund current loan demand, deposit withdrawals, other cash
demands and disbursement needs, and otherwise to operate on an ongoing basis.
American Bank's principal sources of funds are deposits, principal and interest
payments on loans, sale of loans, interest on investments, and the sale of
investments. During 1998, American Bank received $42.1 million from deposit
growth, $50.5 million from the sale of investments, and $50.1 million from

66
<PAGE>

maturing investments. In addition, American Bank also has the ability to borrow
from the FHLB to supplement its liquidity needs. At December 31, 1998, American
Bank had outstanding borrowings of approximately $34.9 million under its line
of credit with the FHLB.

American Bancshares's liquidity needs and funding are provided through the
sale of its equity securities and the issuance of certain debt instruments. In
this regard, on May 21, 1998, American Bancshares formed ABI Capital Trust, a
Delaware statutory trust and a wholly-owned subsidiary of American Bancshares
(the "Trust"), for the purpose of (i) issuing and selling in common securities
to American Bancshares and its trust preferred securities to the public, and
(ii) using the proceeds therefrom to purchase 8.5% Deferrable Interest
Debentures ("Junior Subordinated Debentures") from American Bancshares.
Accordingly, the Junior Subordinated Debentures were to be, and are, the sole
asset of the Trust. In July 1998 and August 1998, the Trust sold $16,249,420 of
its trust preferred securities to the public and $502,570 of its common
securities to American Bancshares. The Trust used the proceeds to purchase
$16,751,990 Junior Subordinated Debentures issued by American Bancshares. Of
the net proceeds of approximately $15.4 million, American Bancshares has
invested $8.0 million in American Bank as an additional capital contribution,
and repaid other outstanding indebtedness totaling approximately $3.0 million.
The balance of the funds will be used for general corporate purposes, including
but not limited to (a) making additional capital contributions to American
Bank, (b) making additional capital contributions to the Finance Company, (c)
investing in other business opportunities as may present themselves from time
to time, and (d) working capital. Following the offer and sale of the Trust's
securities, American Bancshares owned and currently holds all of the
outstanding common securities of the Trust, its only voting securities, and as
a result the Trust is a subsidiary of American Bancshares.

At December 31, 1998, shareholders' equity was approximately $27,427,000, or
6.03% of total assets, as compared to $26,079,000 at December 31, 1997, or
7.37% of total assets. At December 31, 1998 and December 31, 1997,
respectively, American Bancshares' Tier I leverage ratio was 8.1% and 7.28%,
the Tier I risk-based capital ratio was 11.4% and 9.81% and the total risk-
based capital ratio was 12% and 10.48%, all in excess of FRB guidelines for a
"well capitalized" bank holding company.

At December 31, 1998 and December 31, 1997, the liquidity ratio of American
Bancshares was 42.53%, and 35.79%, respectively, well in excess of regulatory
requirements.

Total assets of American Bancshares increased by 3.58% to $471,459,000 as of
September 30, 1999 from $455,164,000 as of December 31, 1998 and 7.7% from
$437,739,000 as of September 30, 1998. The increase in assets from December 31,
1998, was primarily the result of increases in net loans of $22,721,000 to
$359,687,000 and mortgage backed securities of $5,520,000 to $34,275,000. The
increases in assets from December 31, 1998 to September 30, 1999 were funded
through increases in deposits of $7,293,000 to $352,138,000 and increases in
borrowings of $8,250,000 to $43,150,000.

As of September 30, 1999, American Bank's Tier 1 leverage ratio was 8.45%,
Tier 1 to risk weighted assets was 11.51% and total risk based capital was
12.17%, resulting in a classification of "Well Capitalized" under FDIC
guidelines. American Bank, through its Asset/Liability Committee, monitors,
among other things, American Bank's capital and liquidity position, making
adjustments to deposit, loan, and investment strategies as necessary. American
Bank continues to maintain adequate liquidity levels with a liquidity ratio at
September 30, 1999 of 41.66%. American Bank is a member of the Federal Home
Loan Bank of Atlanta (FHLB). The FHLB has approved a line of credit for
American Bank totaling $89,393,000 collateralized by qualifying mortgages and
all of American Bank's FHLB stock. As of September 30, 1999, advances totaling
$43,150,000 were outstanding. American Bank also maintains Federal Funds
Purchased agreements with several correspondent banks to provide sources of
overnight funds. As of September 30, 1999, American Bank had no federal funds
purchased.

Management believes that there are adequate funding sources to meet its
future liquidity needs for the foreseeable future. Primary among these funding
sources are the repayment of principal and interest on loans, the renewal of
time deposits, and the growth in the deposit base. Management does not believe
that the terms

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and conditions that will be present at the renewal of these funding sources
will significantly impact American Bancshares' operations, due to its
management of the maturities of its assets and liabilities. However, in order
to finance the continued growth of American Bank at current levels, additional
funds may be necessary in order to provide sufficient capital to fund loan
growth. There can be no assurance that American Bancshares will be able to
obtain such additional financing, if needed, or, if available, that it can be
obtained on terms favorable to American Bancshares.

Return on Equity and Assets

The following table sets forth certain selected performance ratios of
American Bancshares for the periods indicated:

<TABLE>
<CAPTION>
At December
31,
------------------
1998 1997 1996
---- ---- ----
(Dollars In
Thousands)
<S> <C> <C> <C>
Return on average
assets................. 0.40 % 0.61 % 0.32 %
Return on average
equity................. 6.02 % 9.03 % 3.63 %
Dividend payout ratios.. (1) (1) (1)
Average equity to
average assets......... 6.63 % 6.79 % 8.76 %
</TABLE>
- --------
(1) American Bancshares has not paid any dividends since inception.

Impact of Inflation and Changing Prices

The financial statements and related financial data presented herein
concerning American Bancshares 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
considering changes in the relative purchasing power of money over time due to
inflation. The primary impact of inflation on the operations of American
Bancshares is reflected in increased operating costs. Unlike most industrial
companies, virtually all of the assets and liabilities of a financial
institution are monetary in nature. As a result, changes in interest rates have
a more significant impact on the performance of American Bancshares than do the
effects of changes in the general rate of inflation and changes in prices.
Interest rates do not necessarily move in the same direction or in the same
magnitude as the prices of goods and services.

Federal and State Taxation

Federal Income Taxation. Although a bank's income tax liability is
determined under provisions of the Code, which is applicable to all taxpayers
or corporations, Sections 581 through 597 of the Code apply specifically to
financial institutions.

The two primary areas in which the treatment of financial institutions
differ from the treatment of other corporations under the Code are in the areas
of bond gains and losses and bad debt deductions. Bond gains and losses
generated from the sale or exchange of portfolio instruments are generally
treated for financial institutions as ordinary gains and losses as opposed to
capital gains and losses for other corporations, as the Code considers bond
portfolios held by banks to be inventory in a trade or business rather than
capital assets. Banks are allowed a statutory method for calculating a reserve
for bad debt deductions.

State Taxation. American Bancshares files state income tax returns in
Florida. Florida taxes banks under primarily the same provisions as other
corporations. Generally, state taxable income is calculated under applicable
Code sections with some modifications required by state law.

Future Accounting Requirements

Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities ("SFAS 133")." This statement

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requires all derivatives to be recorded on the balance sheet at fair value and
establishes standard accounting methodologies for hedging activities. The
standard will result in the recognition of offsetting changes in value or cash
flows of both the hedge and the hedged item in earnings or comprehensive income
in the same period. The statement is effective for American Bancshares' fiscal
year ending December 31, 2000. Because American Bancshares does not currently
hold any derivative instruments, the adoption of this statement will have no
impact on the financial statements.

FASB also has issued Statement of Financial Accounting Standards No. 134,
"Accounting for Mortgage-Backed Securities retained after the Securitization of
Mortgage Loans Held for Sale by a Mortgage Banking Entity ("SFAS 134")". This
statement amends SFAS No. 65 allowing mortgage-backed securities or other
retained interests arising from the securitization of mortgage loans to be
classified based on the mortgage banking entities' ability and intent to sell
or hold those securities. Previously these securities had to be held within a
trading account. This statement is effective for American Bancshares' fiscal
year ending December 31, 1999. The adoption of this standard is not expected to
have a significant impact on the financial statements.

Year 2000 Compliance

Year 2000 Issues and State of Readiness. American Bancshares is aware of the
issues associated with existing computer-controlled systems properly
recognizing and processing information relating to dates in and after the Year
2000. Systems that cannot adequately process dates beyond the year 1999 could
generate erroneous data or cause a system to fail. Because the Year 2000 issue
poses an unprecedented enterprise wide challenge for every organization,
American Bancshares formed a Year 2000 Committee ("Y2K Committee"). The Y2K
Committee developed a Year 2000 Project Plan ("Y2K Plan") which addresses both
internal and external technology. The data processing systems and software
include those developed and maintained by American Bancshares' third-party data
processing vendors and purchased software which is run on in-house computer
networks.

In 1997 American Bancshares, through the Y2K Committee, initiated a review
and assessment of all hardware and software to confirm that it will function
properly in the Year 2000. Each system was evaluated for its degree of
significance to the operations of American Bancshares and detailed test plans
were developed for those systems determined to be of a critical nature.

Third-party data processing vendors (primarily M&I Data Services, Inc. for
its general ledger, deposits, and portfolio loans; Essex Home Mortgage
Servicing Corp. for its loans held for sale; Compass Bank for its investment
portfolio, and Contour, Inc. for its mortgage loan processing systems) have
been contacted and American Bancshares has obtained verification from these
vendors that these systems will function properly in the Year 2000.

With respect to purchased software and electronic hardware devices currently
in use, American Bancshares has inventoried these items to determine which of
these devices rely on a valid date in order to function. American Bancshares
has contacted those vendors identified through this inventory, who have
indicated that their hardware and software is or will be Year 2000 compliant in
time frames that meet regulatory requirements.

Non-information technology embedded systems consisting primarily of security
systems, HVAC controls and elevators have also been reviewed. These systems
were found to be generally Year 2000 compliant.

American Bancshares also has relationships with suppliers and other
companies. American Bancshares has contacted key suppliers of goods or services
regarding their Year 2000 readiness. They are in the process of reviewing their
systems. American Bancshares will continue to monitor these suppliers as to
their Year 2000 readiness.

Risks Associated with Year 2000 and Contingency Plan. Based on information
currently available to American Bancshares, American Bancshares believes that
the most reasonably likely worst case Year 2000

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<PAGE>

scenario with respect to American Bancshares relate to the potential failure of
third party data processing vendors to become Year 2000 compliant. The
inability of these third party data processing vendors to complete their Year
2000 remediation processes in a timely fashion could result in delays in
processing daily transactions and could result in a material and adverse effect
on American Bancshares' results of operations and financial condition. American
Bancshares has developed a contingency plan to address potential failures in
these systems. American Bancshares believes that modifications to existing
systems, conversion to new systems, and vendor compliance upgrades will be
resolved on a timely basis.

Expenses Related to Year 2000 Compliance. American Bancshares's current
assessment of cost associated with the completion of its Y2K Plan is not
considered by management to be material to American Bancshares' future
operations. Through September 30, 1999, American Bancshares has expended
$71,000 on its Y2K Plan and anticipates additional costs of approximately
$25,000, to be incurred in 1999. The cost of completing American Bancshares'
Y2K Plan and the dates on which all procedures will be completed are based on
management's best estimates. These estimates were derived utilizing various
assumptions about future events, including the continued availability of
resources, external technology, modification plans and other significant
factors. However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those currently
anticipated.

COMPARATIVE RIGHTS OF STOCKHOLDERS

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

Authorized and Outstanding Capital Stock

Both Kansas and Florida law require a corporation's governing corporate
documents to set forth the total number of shares of stock which the
corporation has the authority to issue. The authorized capital stock of
American Bancshares consists of 20,000,000 shares of common stock, of which
approximately 5,032,584 shares are currently outstanding, and 5,000,000 shares
of preferred stock, of which no 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 Florida law, directors, unless their terms are staggered, are elected
at each annual stockholder meeting. Vacancies on the board of directors may be
filled by the stockholders or directors. The articles of incorporation may
authorize the election of certain directors by one or more classes or series of
shares, and the articles of incorporation, an initial bylaw or a bylaw adopted
by a vote of the stockholders may provide for staggered terms for the
directors. 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 Articles and
Bylaws of American Bancshares have set the number of directors at between five
(5) and twenty-five (25) persons, subject to change within these limits by a
majority of the entire board of directors.

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The American Bancshares' Articles has only one class of directors. Each
director is to be elected at the annual meeting to serve a one-year term. Newly
created directorships and vacancies on the American Bancshares board maybe
filled by the affirmative vote of a majority of the remaining directors then in
office, or by a sole remaining director, or by the shareholders. Under Florida
law, stockholders do not have cumulative voting rights unless the articles of
incorporation so provide. The American Bancshares' Articles do not provide for
cumulative voting.

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

The Gold Banc Articles fix the number of members of the board of directors
at between three and fifteen persons, subject to change within these limits by
a majority of the entire board of directors. The directors of Gold Banc serve
three-year terms. 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 Florida law, a director may be removed by a corporation's shareholders
with or without cause, unless the articles provide that a director can be
removed only for cause, at a duly convened special meeting of shareholders
called for that purpose when a quorum is present if the votes cast in favor of
removal exceed the vote cast opposing removal; provided that, if a director is
elected by a voting group, only the shareholders of that voting group may
participate in the vote to remove him or her. Such action also may be taken in
action by written consent where a majority of the outstanding shares consent to
the removal of the director. Under American Bancshares' Articles, any director
or the entire board of directors, may be removed from office at any time, but
only for cause and only by the affirmative vote of the holders of at least 66
2/3% of the voting power of all capital stock of American Bancshares entitled
to vote generally in the election of directors, voting together as a single
class.

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

Amendments to Articles of Incorporation

The Florida Business Corporation Act generally requires the affirmative vote
of the holders of at least a majority of the votes actually cast on an
amendment to the articles of incorporation (i.e., the votes cast in favor

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of such amendment at meeting where a quorum is present must exceed the votes
cast against the amendment); provided, however, a majority of the votes
entitled to be cast on the amendment is required with respect to an amendment
that would create dissenters' rights. Under Florida corporate law, shareholder
approval is not required for certain non-material amendments.

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

Amendments to Bylaws

Florida law provides that a corporation's bylaws may be amended by the
board of directors unless such power is expressly reserved to the shareholders
by the articles of incorporation. American Bancshares' Bylaws may be amended
by the board of directors or the shareholders.

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

Under Florida law, a special meeting of shareholders of a Florida
corporation may be called by the board of directors, persons authorized by
articles of incorporation or bylaws, and the holders of shares entitled to
cast not less than 10% of all shares entitled to vote at the meeting, unless a
different percentage, not to exceed 50%, is provided in the articles of
incorporation. The American Bancshares' Articles provide that special meetings
of shareholders may be called by the American Bancshares' board of directors,
Chairman of the Board, the President, or by the holders of not less than 50%
of the votes entitled to be cast on any issues proposed to be considered at
the special meeting.

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

Under Florida law and American Bancshares' Bylaws, American Bancshares'
stockholders may take any action by written consent if the consent is signed
by the holders of outstanding shares entitled to vote thereon having not less
than the minimum number of votes that would be necessary to authorize such
action. Under Gold Banc's Articles, however, Gold Banc's stockholders may not
take any action without a meeting.

Notice of Stockholder Proposals

Under the Florida Business Corporation Act and the American Bancshares'
Bylaws, notice of shareholder meetings must be provided to each shareholder of
record entitled to vote at such meeting not less than 10, nor more than 60
days prior to the meeting. The American Bancshares' Bylaws provide that before
a matter can be

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properly brought before the annual meeting of shareholders, such business must
be either (1) specified in the notice of the meeting given at the direction of
the American Bancshares board of directors, (2) otherwise properly brought
before the meeting by the American Bancshares' board of directors, or (3)
otherwise properly brought before the meeting by an American Bancshares'
shareholder. In order for a shareholder to properly bring any business before
the annual meeting, such shareholder generally must provide a notice to the
Secretary of American Bancshares containing certain required information not
less than 50, nor more than 75 days prior to such annual meeting. If such
meeting is not properly noticed, it can not be presented at the annual meeting
unless the American Bancshares' board of directors should decide otherwise.

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

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

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

Dividends

The payment of dividends or other distributions is governed by the Florida
Business Corporation Act. The Florida Business Corporation Act generally
provides that a corporation may make distributions to its shareholders unless,
after giving effect thereto, it would be unable to satisfy its debts as they
become due in the ordinary course of business or if the corporation's total
assets would be less than its total liabilities plus the amount that would be
needed, if it were to be dissolved at the time of the distribution, to satisfy
preferential rights of shareholders whose preferential rights are superior to
those of the class of shareholders receiving the dividend or other
distribution.

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 and preferred stock, subject to the provisions of the
preferred stock.

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Appraisal Rights of Dissenting Stockholders

Under the Florida Business Corporation Act a shareholder is entitled to
dissent and obtain payment of the fair value of his or her shares in the event
of, among other things, (a) consummation of a plan of merger to which the
corporation is a party, if either (1) shareholder approval is required and the
shareholder is entitled to vote on the merger or (2) the corporation is a
subsidiary that is owned 80% by and is merged into its parent; (b) consummation
of a plan of share exchange to which the corporation is a party as the
corporation whose shares will be acquired, if the shareholder is entitled to
vote on the plan; (c) consummation of a sale or exchange of substantially all
of the property of the corporation other than in the usual and regular course
of the business if shareholder approval is required; (d) an amendment to the
articles of incorporation that adversely affects the rights in respect of the
dissenter's shares in specified ways; (e) in the event of a control share
acquisition as discussed in Section 607.109 of the Florida Business Corporation
Act; or (f) any corporate action pursuant to a stockholder vote to the extent
that the articles of incorporation provide that dissenters' rights shall apply.
Dissenters' rights are not available, however, if the class of securities
entitled to vote on those matters identified above are either registered on a
national securities exchange, designated for listing on Nasdaq National Market,
or are held by 2,000 or more shareholders. Since American Bancshares' common
stock is listed on the Nasdaq National Market, dissenter's rights will not be
generally available to American Bancshares' shareholders.

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.

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

Stockholder Inspection

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

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

Indemnification and Limitation of Liability of Directors and Officers

Under Florida law, a director is not personally liable for monetary damages
to the corporation or any other person for any statement, vote, decision, or
failure to act, regarding corporate management or policy, by a

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director, unless: (1) the director breached or failed to perform his duties as
a director, and (2) the director's breach of or failure to perform those duties
constitutes: (a) a violation of criminal law, with certain exceptions, (b) a
transaction from which the director derived an improper personal benefit, (c) a
circumstance under which the liability provisions of section 607.144 of the
Florida Business Corporation Act are applicable, (d) in a proceeding by or in
the right of a corporation to procure a judgment in its favor or by or in the
right of a shareholder, conscious disregard for the best interest of the
corporation, or willful misconduct, or (e) in a proceeding by or in the right
of someone other than the corporation or a shareholder, recklessness or an act
or omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety or
property.

The American Bancshares Articles provide for the indemnification of and the
advancement of defense costs to American Bancshares's directors and officers to
the fullest extent permitted by Florida 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

Neither Florida nor Kansas law provides for preemptive rights to acquire a
corporation's unissued stock. However, such right may be expressly granted to
the stockholders in a corporation's articles of incorporation. Neither the
American Bancshares Articles nor the Gold Banc Articles provides for preemptive
rights.

Affiliated Transaction/Business Combination Restrictions

In general, Florida law prevents an "Interested Shareholder" (defined
generally as a person with 10% or more of a corporation's outstanding voting
stock) from engaging in an "Affiliated Transaction" with a corporation for
three years following the date such person became an Interested Shareholder.
The term an "Affiliated Transaction" includes mergers or consolidations with an
Interested Shareholder and certain other transactions with an Interested
Shareholder, including, without limitation: (1) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition to or with the Interested
Shareholder of assets (except proportionately as a stockholder of the
corporation) having an aggregate market value equal to 5% or more of the
aggregate market value of all assets of the corporation determined on a
consolidated basis or the aggregate market value of all the outstanding stock
of the corporation; (2) any transaction which results in the issuance or
transfer by the corporation or by certain subsidiaries thereof of any shares of
the corporation or such subsidiary

75
<PAGE>

which have an aggregate market value of 5% percent or more of the aggregate
market value of all the outstanding shares of the corporation to the Interested
Shareholder, except pursuant to a transaction which, in general, effects a pro
rata distribution to all shareholders of the corporation; (3) any transaction
involving the corporation or certain subsidiaries thereof which has the effect,
directly or indirectly, of increasing the proportionate share of the shares of
any class or series, or securities convertible into shares of the corporation
or any subsidiary which is owned directly or indirectly by the Interested
Shareholder (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 Shareholder); (4) the adoption of any plan or proposal
for the liquidation or dissolution of the corporation proposed by, or pursuant
to any agreement, arrangement or understanding with the Interested Shareholder
or any affiliate or associate of the Interested Shareholder; or (5) any receipt
by the Interested Shareholder 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) the affiliated transaction
has been approved by a majority of the disinterested directors; (2) the
corporation has not had more than 300 shareholders of record at any time during
the 3 years preceding the announcement date; (3) the Interested Shareholder has
been the beneficial owner of at least 80 percent of the corporation's
outstanding voting shares for at least 5 years preceding the announcement date;
(4) the Interested Shareholder is the beneficial owner of at least 90 percent
of the outstanding voting shares of the corporation, exclusive of shares
acquired directly from the corporation in a transaction not approved by a
majority of the disinterested directors; (5) the corporation is an investment
company registered under the Investment Company Act of 1940; (6) certain
consideration is paid to the shareholders of the corporation; or (7) the
transaction is approved by the affirmative vote of the holders of two thirds of
the voting shares other than the shares beneficially owned by the Interested
Shareholder.

The Affiliated Transaction restrictions described above do not apply if,
among other things: (1) the corporation's original articles of incorporation
contain a provision expressly electing not to be governed by the statute; (2)
the holders of a majority of the voting stock of the corporation approve an
amendment to its certificate of incorporation or bylaws expressly electing not
to be governed by the statute (effective eighteen (18) months after the
amendment's adoption), which amendment shall not be applicable to any
Affiliated Transaction with a person who was an Interested Shareholder at or
prior to the time of the amendment; or (3) the corporation adopts an amendment
to its articles of incorporation prior to January 1, 1989, expressly electing
not to be governed by this section provided that such amendment does not apply
to any Affiliated Transaction of the corporation with an Interested Shareholder
whose determination date is on or prior to the effective date of such
amendment.

An "Interested Shareholder" is defined to mean any person who is the
beneficial owner of more than 10 percent of the outstanding voting shares of
American Bancshares' (other than the corporation or any of its subsidiaries),
any savings, employee stock ownership, or other employee benefit plan of the
corporation or any of its subsidiaries, or any fiduciary with respect to any
such plan when acting in such capacity.

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,

76
<PAGE>

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 Combinations 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.

An "Interested Stockholder" is defined to mean any person (other than the
corporation or any of its subsidiaries, and any affiliate thereof) who or
which: (1) is the beneficial owner of 15 percent or more of the corporation's
voting stock; or (2) is an Affiliate of the corporation and at any time within
the two year period immediately prior to the date in question was the
beneficial owner of 15 percent or more of the voting stock.

The Gold Banc Articles expressly elect to be covered by the Business
Combinations restrictions.

Shareholder Rights Plan

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

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

77
<PAGE>

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.

American Bancshares does not have a shareholder rights plan.

EXPERTS

The audited 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 Union Bankshares, Ltd., included in the
Gold Banc Current Report on Form 8-K, dated November 19, 1999, that are
incorporated herein by reference, have been audited by Baird, Kurtz & Dobson,
independent public accountants, as stated in their reports included in the Form
8-K, and have been incorporated by reference herein in reliance upon such
reports given upon authority of that firm as experts in accounting and
auditing.

The audited financial statements of American Bancshares, Inc. as of December
31, 1998 and 1997 and for each of the three years in the period ended December
31, 1998 included in this joint proxy statement/prospectus have been so
included 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 herein by reference in this registration statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in giving said reports.

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

LEGAL MATTERS

The legality of the Gold Banc common stock to be issued pursuant to the
merger has been passed upon for Gold Banc by Stinson, Mag & Fizzell, P.C.
Stinson, Mag & Fizzell, P.C. also will pass upon federal income tax matters in
connection with the merger. See "The Proposed Merger--Federal Income Tax
Consequences" on page 27. Carlton, Fields, Ward, Emmanuel, Smith & Cutler,
P.A., Tampa, Florida, will pass on certain matters related to the merger for
American Bancshares.

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.

78
<PAGE>

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

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

If the Merger is Not Consummated and You Are an American Bancshares
Stockholder:

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

WHERE YOU CAN FIND MORE INFORMATION

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

American Bancshares. American Bancshares 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 American Bancshares files at the Securities and
Exchange Commission's public reference rooms at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as at the Securities and Exchange
Commission's regional offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of these materials may also be obtained from the SEC at prescribed rates
by writing to the Public Reference Section of the Securities and

79
<PAGE>

Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. American Bancshares' 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 American 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
American 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.

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 28, 2000 January 28, 2000
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
Amended 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>

80
<PAGE>

<TABLE>
<CAPTION>
American Bancshares SEC Filings (File No. 0-
27474) Period or Date of Event
- -------------------------------------------- -----------------------
<S> <C>
Current Report on Form 8-K, filed January 31,
2000 January 24, 2000
Current Report on Form 8-K, filed September 21,
1999 September 19, 1999
Current Report on Form 8-K, filed May 21, 1999 May 21, 1999
Current Report on Form 8-K, filed May 5, 1999 May 5, 1999
Current Report on Form 8-K, filed March 16,
1999 March 16, 1999
Current Report on Form 8-K, filed February 17,
1999 February 17, 1999
Proxy Statement on Schedule 14A, filed April
12, 1999 Annual Meeting on May 21, 1999
Annual Report on Form 10-K, filed March 31,
1999 Year ended December 31, 1998
Quarterly Report on Form 10-Q, filed November
15, 1999 September 30, 1999
Quarterly Report on Form 10-Q, filed August 12,
1999 June 30, 1999
Quarterly Report on Form 10-Q, filed May 13,
1999 March 30, 1999
</TABLE>

Gold Banc also is 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. American Bancshares has supplied all such
information relating to American Bancshares.

Gold Banc and American Bancshares 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 and American Bancshares that is not
included in or delivered with this document. If you would like to request such
information, please do so by March 6, 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 and the American
Bancshares 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 31, 2000. You should not assume that the information
contained in this document is accurate as of any date other than such date, and
neither the mailing of this document to stockholders of Gold Banc or American
Bancshares nor the issuance of Gold Banc common stock in the merger shall
create any implication to the contrary.

81
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Certified Public Accountants....................... F-2
Consolidated Financial Statements as of December 31, 1998, 1997, 1996:
Consolidated Balance Sheets as of December 31, 1998, 1997.............. F-3
Consolidated Statements of Income for the years ended December 31,
1998, 1997, 1996...................................................... F-4
Consolidated Statements of Shareholders' Equity and Comprehensive
Income for the years
ended December 31, 1998, 1997, 1996 .................................. F-5
Consolidated Statements of Cash Flows for the years ended December 31,
1998, 1997, 1996 ..................................................... F-6
Notes to Consolidated Financial Statements as of December 31, 1998,
1997, 1996 ........................................................... F-7
Unaudited Consolidated Financial Statements as of September 30, 1999 and
1998:
Unaudited Consolidated Balance Sheets as of September 30, 1999 and
1998 ................................................................. F-28
Unaudited Consolidated Statements of Income for the nine month periods
ending
September 30, 1999 and 1998........................................... F-29
Unaudited Consolidated Statements of Shareholders' Equity and
Comprehensive Income for the nine month periods ending September 30,
1999 and 1998......................................................... F-30
Unaudited Consolidated Statements of Cash Flows for the nine month
periods ending
September 30, 1999 and 1998........................................... F-31
Notes to Unaudited Consolidated Financial Statements as of September
30, 1999 and 1998 .................................................... F-32
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
American Bancshares, Inc. and Subsidiaries
Bradenton, Florida

In our opinion, based upon our audits and the report of the other auditors,
the accompanying consolidated balance sheets and the related consolidated
statements of income, shareholders' equity and comprehensive income and cash
flows present fairly, in all material respects, the financial position of
American Bancshares, Inc., and its subsidiaries (the "Company") at December 31,
1998 and 1997, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We did
not audit the financial statements of Murdock Florida Bank which statements
reflect total assets of 18% and 23% at December 31, 1997 and 1996,
respectively, and net income of 15% and 13% for the years ended December 31,
1997 and 1996, respectively. Those statements were audited by other auditors
whose report thereon has been furnished to us, and our opinion expressed
herein, insofar as it relates to the amounts included for Murdock Florida Bank,
is based solely on the report of the other auditors. We conducted our audits of
these statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits and the report of
other auditors provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Tampa, Florida
February 13, 1999

F-2
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
------------------
1998 1997
-------- --------
(in thousands)
<S> <C> <C>
ASSETS:
Cash and due from banks..................................... $ 20,319 $ 13,276
Federal funds sold.......................................... 0 5,120
Loans held for sale......................................... 88,158 39,588
Investment securities available for sale (at aggregate fair
value) .................................................... 77,078 68,664
Loans receivable (net of allowance for loan losses and
deferred loan fees/costs of $1,620 in 1998 and $1,705 in
1997)...................................................... 248,808 213,405
Premises and equipment, net................................. 12,894 9,161
Other assets................................................ 7,907 4,687
-------- --------
Total assets.............................................. $455,164 $353,901
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits.................................................... $344,845 $302,746
Securities sold under agreements to repurchase.............. 29,592 17,528
Federal Home Loan Bank advances............................. 34,900 5,000
Note payable................................................ 0 500
Guaranteed preferred beneficial interests in the Company's
junior subordinated debentures............................. 16,249 0
Other liabilities........................................... 2,151 2,048
-------- --------
Total liabilities......................................... 427,737 327,822
COMMITMENTS AND CONTINGENCIES (Note 14)
Common stock--$1.175 par value; 10,000,000 shares
authorized; 4,994,984 and 4,994,484 shares issued &
outstanding at December 31, 1998 and 1997,
respectively............................................... 5,870 5,870
Additional paid-in capital.................................. 15,551 15,548
Accumulated other comprehensive income, net of tax of $(87)
& $86
at December 31, 1998 and 1997, respectively................ (143) 139
Retained earnings........................................... 6,149 4,522
-------- --------
Total shareholders' equity.............................. 27,427 26,079
-------- --------
Total liabilities and shareholders' equity.............. $455,164 $353,901
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------
1998 1997 1996
---------- ---------- ----------
(in thousands except share
amounts)
<S> <C> <C> <C>
Interest Income
Interest and fees on loans................... $ 26,250 $ 20,101 $ 16,150
Interest and federal funds sold.............. 265 534 336
Interest on investment securities............ 4,670 3,996 2,945
---------- ---------- ----------
Total interest income...................... 31,185 24,631 19,431
Interest Expense
Deposits..................................... 13,142 11,905 9,475
Borrowings................................... 3,030 1,012 490
---------- ---------- ----------
Total interest expense..................... 16,172 12,917 9,965
Net interest income............................ 15,013 11,714 9,466
Provision for loan losses...................... 1,180 921 515
---------- ---------- ----------
Net interest income after loan loss.......... 13,833 10,793 8,951
Other income................................... 5,245 4,156 2,148
Other expense.................................. 16,574 11,912 9,856
---------- ---------- ----------
Income before income tax provision............. 2,504 3,037 1,243
Provision for income taxes..................... 877 1,117 461
---------- ---------- ----------
Net income............................... $ 1,627 $ 1,920 $ 782
========== ========== ==========
Basic earnings per share....................... $ 0.33 $ 0.38 $ 0.17
========== ========== ==========
Weighted average basic shares outstanding...... 4,994,765 4,988,318 4,637,565
========== ========== ==========
Diluted earnings per share..................... $ 0.32 $ 0.38 $ 0.17
========== ========== ==========
Weighted average diluted shares outstanding.... 5,019,291 5,019,484 4,692,093
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME

For the Years ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>
Common Stock Accumulated
----------------------------- Additional Other
Comprehensive Authorized Outstanding Par Paid-In Retained Comprehensive
Income Shares Shares Value Capital Earnings Income, Net Total
------------- ---------- ----------- ------ ---------- -------- ------------- -------
(in thousands except share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1996................... 10,000,000 3,325,094 $3,907 $ 8,725 $1,820 $ 179 $14,631
Exercise of warrants.... 0 163,695 192 790 0 0 982
Issuance of stock....... 0 1,436,979 1,689 5,689 0 0 7,378
Net Income.............. $ 782 0 0 0 0 782 0 782
Change in net unrealized
gain on investment
securities available
for sale............... (270) 0 0 0 0 0 (270) (270)
------ ---------- --------- ------ ------- ------ ------ -------
Comprehensive Income.... $ 512
======
Balance, December 31,
1996................... 10,000,000 4,925,768 5,788 15,204 2,602 (91) 23,503
Exercise of warrants.... 0 61,597 73 297 0 0 370
Issuance of stock....... 0 7,119 9 47 0 0 56
Net Income.............. $1,920 0 0 0 0 1,920 0 1,920
Change in net unrealized
gain on investment
securities available
for sale............... 230 0 0 0 0 0 230 230
------ ---------- --------- ------ ------- ------ ------ -------
Comprehensive Income.... $2,150
======
Balance, December 31,
1997................... 10,000,000 4,994,484 5,870 15,548 4,522 139 26,079
Exercise of stock
options................ 0 500 0 3 0 0 3
Net Income.............. $1,627 0 0 0 0 1,627 0 1,627
Change in net unrealized
gain on investment
securities available
for sale............... (282) 0 0 0 0 0 (282) (282)
------ ---------- --------- ------ ------- ------ ------ -------
Comprehensive Income.... $1,345
======
Balance, December 31,
1998................... 10,000,000 4,994,984 $5,870 $15,551 $6,149 $ (143) $27,427
========== ========= ====== ======= ====== ====== =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Years
Ended December 31,
--------------------------------
1998 1997 1996
---------- --------- ---------
(in thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income.................................. $ 1,627 $ 1,920 $ 782
Adjustments to reconcile net income to net
cash (used in) provided by operating
activities:
Deferred taxes............................ (177) (199) (420)
Depreciation.............................. 964 718 486
Amortization of investment securities..... 6 18 120
Provision for loan losses................. 1,180 921 515
Net gain on sale of investment securities
available for sale....................... (410) (140) (107)
Gain on sale of loans..................... (1,321) (678) (514)
(Gain) loss on sale of other real estate
owned.................................... 0 (13) 336
Origination of loans held for sale, net of
repayments............................... (116,184) (58,452) (38,628)
Proceeds from sales of loans held for
sale..................................... 68,179 44,113 38,159
Increase in deferred loan costs........... 0 23 150
Increase in other liabilities............. 103 767 71
(Increase) decrease in other assets....... (2,036) (962) 682
---------- --------- ---------
Total adjustments....................... (49,696) (13,884) 850
---------- --------- ---------
Net cash (used in) provided by operating
expense................................ (48,069) (11,964) 1,632
---------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net loans to customers...................... (35,949) (43,153) (36,812)
Purchases of bank premises and equipment.... (4,697) (2,744) (3,332)
Proceeds from sales of available for sale
investment securities...................... 50,445 17,998 33,501
Proceeds from maturities of available for
sale investment securities................. 50,779 14,178 12,338
Purchases of available for sale investment
securities................................. (109,516) (56,936) (49,449)
Recoveries of loans charged off............. 122 101 46
---------- --------- ---------
Net cash used in investing activities... (48,816) (70,556) (43,708)
---------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, NOW, money
market and savings accounts................ 37,795 36,469 28,231
Net increase in time deposits............... 4,304 33,844 17,475
Net increase in securities sold under
agreements to repurchase................... 12,064 7,415 546
Net proceeds (repayments) from advances and
from borrowings............................ 29,400 (800) (200)
Payments for debt issue costs............... (1,007) 0 0
Proceeds from issuance of guaranteed
preferred beneficial interests in the
Company's junior subordinated debentures... 16,249 0 0
Proceeds from stock sale.................... 3 425 8,359
---------- --------- ---------
Net cash provided by financing
activities............................. 98,808 77,353 54,411
---------- --------- ---------
Net increases (decreases) in cash and cash
equivalents................................. 1,923 (5,167) 12,335
Cash and cash equivalents at beginning of
year........................................ 18,396 23,563 11,228
---------- --------- ---------
Cash and cash equivalents at ending of year.. $ 20,319 $ 18,396 $ 23,563
========== ========= =========
DISCLOSURES
Interest paid................................ $ 15,934 $ 12,711 $ 9,787
========== ========= =========
Income taxes paid............................ $ 1,330 $ 1,415 $ 542
========== ========= =========
Reclassification of loans to foreclosed real
estate...................................... $ 1,002 $ 160 $ 518
========== ========= =========
Loans originated for sale of foreclosed real
estate...................................... $ 0 $ 95 $ 570
========== ========= =========
Unrealized appreciation (depreciation) on
investment securities....................... $ (282) $ 230 $ (270)
========== ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998, 1997 AND
1996

1. Organization

American Bancshares, Inc. (Holding Company) is a one-bank holding company,
operated under the laws of the State of Florida. It has three wholly owned
subsidiaries, which include a banking subsidiary, American Bank (Bank), a
state-chartered bank; Freedom Finance Company (Finance), a Florida Corporation;
and ABI Capital Trust (ABICT), a Delaware Statutory trust. The Bank is a
general commercial bank with all the rights, powers, and privileges granted and
conferred by the Florida Banking Code. Finance is a full service consumer
financing company incorporated in 1997. ABICT is a trust formed in 1998
existing for the exclusive purpose of issuing and selling common securities and
preferred securities (together trust securities) and investing the proceeds
from the sale of the trust securities in junior subordinated debentures issued
by the Holding Company. The sole assets of ABICT are the Junior Subordinated
Debentures of the Holding Company.

2. Summary of Significant Accounting Policies:

The accounting and reporting policies of the Holding Company and
Subsidiaries conform to generally accepted accounting principles and general
practice within the banking industry. Following is a description of the more
significant of those policies:

Basis of Presentation--The consolidated financial statements give
retroactive effect to the merger with Murdock Florida Bank, American Bank of
Bradenton, and the Holding Company. The merger was consummated on March 23,
1998 and resulted in the Holding Company issuing a total of 924,024 shares of
common stock in exchange for all of the outstanding stock of Murdock Florida
Bank. The transaction has been accounted for on a pooling-of-interest basis,
and the financial statements are presented as if the merger had been
consummated for the period presented. As required by generally accepted
accounting principles, the consolidated financial statements became the
historical consolidated financial statements upon issuance of the Holding
Company's consolidated financial statements for the quarter ended March 31,
1998. The Company's combined net interest income and continuing net income
through the date of acquisition for the periods ended December 31, 1998, 1997,
and 1996, respectively is as follows:
<TABLE>
<CAPTION>
Net Interest Income
----------------------
1998 1997 1996
------- ------- ------
(amounts in thousands)
<S> <C> <C> <C>
American Bancshares, Inc............................. $12,724 $ 9,271 $7,137
Murdock Florida Bank................................. 2,289 2,443 2,329
------- ------- ------
Combined Totals...................................... $15,013 $11,714 $9,466
======= ======= ======
</TABLE>

<TABLE>
<CAPTION>
Net Income
-------------------
1998 1997 1996
------ ------ -----
(amounts in
thousands)
<S> <C> <C> <C>
American Bancshares, Inc................................ $1,268 $1,631 $ 883
Murdock Florida Bank.................................... 359 289 (101)
------ ------ -----
Combined Totals......................................... $1,627 $1,920 $ 782
====== ====== =====
</TABLE>

Principles of Consolidation--The consolidated financial statements include
the accounts of the Holding Company and its wholly owned subsidiaries, American
Bank of Bradenton, Freedom Finance Company, and ABI Capital Trust collectively
referred to herein as the Company. All significant intercompany accounts and
transactions have been eliminated.

Use of Estimates--Significant estimates are made by management in
determining the allowance for possible loan losses. Consideration is given to a
variety of factors in establishing these estimates including

F-7
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

current economic conditions, diversification of the loan portfolio,
delinquency statistics, results of internal loan reviews, borrowers' perceived
financial and managerial strengths, the adequacy of underlying collateral, if
collateral dependent, or present value of future cash flows and other relevant
factors. Since the allowance for possible loan losses is dependent, to a great
extent, on general and other conditions that may be beyond the Bank's control,
it is at least reasonably possible that the estimates of the allowance for
possible loan losses, and the carrying values of the real estate assets could
differ materially in the near term.

Loans Held for Sale--Mortgage loans originated or purchased and intended
for sale in the secondary market are carried at the lower of cost or market as
determined by outstanding commitments from investors or current investor yield
requirements, calculated on the aggregate loan basis. Net unrealized losses,
if any, are recognized in a valuation allowance by charges to earnings. Gains
and losses resulting from the sales of these loans are recognized in the
period the sale occurs. Mortgage loan servicing fees are earned concurrently
with the receipt of the related mortgage payments.

Investment Securities Available for Sale--Securities to be held for
indefinite periods of time and not intended to be held to maturity are
classified as available for sale. Assets included in this category are those
assets that management intends to use as part of its asset/liability
management strategy and that may be sold in response to changes in interest
rates, resultant prepayment risk and other factors related to interest rate
and resultant prepayment risk changes. Securities available for sale are
recorded at fair value. Both unrealized gains and losses on securities
available for sale, net of taxes, are included as a separate component of
shareholders' equity in the consolidated balance sheets until these gains or
losses are realized. If a security has a decline in fair value that is other
than temporary, then the security will be written down to its fair value by
recording a loss in the consolidated statements of income.

Gains or losses on the disposition of investment securities are recognized
using the specific identification method.

Loans--Loans are carried at the principal amount outstanding, net of
deferred loan fees and/or origination costs. Interest is accrued on a simple-
interest basis. Loans are charged to the allowance for loan losses at such
time as management considers them uncollectible in the normal course of
business. Accrual of interest is discontinued on a loan, including impaired
loans, when management believes, after considering economic and business
conditions and collection efforts, the borrower's financial condition is such
that collection of interest is doubtful. Classification of a loan as
nonaccrual is not necessarily indicative of a potential loss of principal.

Allowance for Loan Losses--The Company adheres to an internal asset review
system and allowance for loan losses methodology designated to provide for the
detection of problem assets and to provide an adequate general valuation
allowance to cover loan losses. A provision for loan losses is charged to
operations based on management's evaluation of potential losses in the loan
portfolio. The provision is based on an analysis of the loan portfolio,
economic conditions, historical loan loss experience, changes in the nature
and volume of the loan portfolios and management's assessment of the inherent
risk in the portfolio in relation to the level of the allowance for loan
losses. While management uses the best information available to make these
evaluations, future adjustments to the allowance may be necessary if economic
conditions differ from the assumptions used in preparing the evaluation. The
Company also establishes provisions on a specific loan basis when an
identified problem becomes known. Ultimate losses may vary from the current
estimates and any adjustments, as they become necessary, are reported in
earnings in the periods in which they become known.

When a loan or portion of a loan, including an impaired loan, is determined
to be uncollectible, the portion deemed uncollectible is charged against the
allowance, and subsequent recoveries, if any, are credited to the allowance.

F-8
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Loan Fees--Loan origination fees and certain direct loan origination costs
are deferred and amortized as a yield adjustment, using a method which
approximates the interest method, over the contractual lives of the loans. The
net of deferred origination fees and deferred origination costs is presented as
an adjustment of loans receivable in the accompanying balance sheets.

The Company purchases consumer loans from local auto dealers which are
collateralized by automobiles. In conjunction with this program, the Company
pays a premium represented by the present value differential of the yield
required by the Company and the underlying loan interest rate. The premium paid
is amortized as a yield adjustment, using the interest method, over the
contractual lives of the loans. If the loan prepays, the Company has recourse
against the auto dealer for any unamortized premiums. At December 31, 1998 and
1997, the unamortized premiums totaled approximately $611,000 and $449,000,
respectively.

Income Recognition on Impaired and Nonaccrual Loans--Loans, including
impaired loans, are generally classified as nonaccrual if they are past due as
to maturity or payment of principal or interest for a period of more than 90
days, unless such loans are well-collateralized and in the process of
collection. If a loan or a portion of a loan is classified as doubtful or is
partially charged off, the loan is classified as nonaccrual. Loans that are on
a current payment status or past due less than 90 days may also be classified
as nonaccrual if repayment in full of principal and/or interest is in doubt.

Loans may be returned to accrual status when all principal and interest
amounts contractually due (including arrearages) are reasonably assured of
repayment within an acceptable period of time, and there is a sustained period
of repayment performance (generally a minimum of six months) by the borrower,
in accordance with the contractual terms of interest and principal.

While a loan is classified as nonaccrual and the future collectibility of
the recorded loan balance is doubtful, collections of interest and principal
are generally applied as reduction to principal outstanding. When the future
collectibility of the recorded loan balance is expected, interest income may be
recognized on a cash basis. In the case where a nonaccrual loan had been
partially charged off, recognition of interest on a cash basis is limited to
that which would have been recognized on the recorded loan balance at the
contractual interest rate. Cash interest receipts in excess of that amount are
recorded as recoveries to the allowance for loan losses until prior charge-offs
have been fully recovered.

Premises and Equipment--Premises and equipment are carried at cost less
accumulated depreciation and amortization. Depreciation and amortization are
computed on the straight-line method over the estimated useful lives of the
related assets. Maintenance, repairs and minor improvements are charged to
operating expenses as incurred. Major improvements and betterments are
capitalized. Upon retirement or other disposition of the assets, the applicable
cost and accumulated depreciation are removed from the accounts and any gains
or losses are included in operations.

Mortgage Servicing Rights--The Company recognizes an asset for rights to
service mortgage loans for others. The value of mortgage servicing rights
related to loans sold was approximately $715,000 and $145,000 at December 31,
1998 and 1997, respectively. The Company had no valuation allowance for
capitalized mortgage servicing rights at December 31, 1998 and 1997.

Other Real Estate Owned--Other real estate owned includes properties
acquired through foreclosure or acceptance of deeds in lieu of foreclosure.
These properties are recorded on the date acquired at the lower of fair value
minus estimated costs to sell or the recorded investment in the related loan.
If the fair value minus estimated costs to sell the property acquired is less
than the recorded investment in the related loan, the resulting loss is charged
to the allowance for loan losses. The resulting carrying value established at
the date of foreclosure becomes the new cost basis for subsequent accounting.
After foreclosure, if the fair value minus

F-9
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

estimated costs to sell the property becomes less than its cost, the deficiency
is charged to the valuation allowance on other real estate owned or charged
directly to the asset. Costs relating to the development and improvement of the
property are capitalized, whereas those relating to holding the property for
sale are charged to expense. Gains and losses on the disposition of other real
estate owned are reflected in operations as incurred. The Company had other
real estate owned of approximately $1,003,000 and $363,000 at December 31, 1998
and 1997, respectively.

Income Taxes--The Company files consolidated income tax returns. Deferred
tax assets or liabilities are computed based on the difference between the
financial statement and income tax bases of assets and liabilities using the
enacted marginal tax rate. Deferred income tax expense or credits are based on
the changes in the asset or liability from period to period. The effect on
deferred income taxes of a change in tax rates is recognized in income in the
period that includes the enactment date.

Statement of Cash Flows--For purposes of reporting cash flows, cash and cash
equivalents include cash and due from banks and federal funds sold.

Earnings Per Share--In 1997 the Company adopted Financial Accounting
Standards Board Statement No. 128 (FAS No. 128), "Earnings Per Share." FAS No.
128 replaced the calculation of primary and fully diluted earnings per share
with basic and diluted earnings per share. All earnings per share amounts have
been restated to conform to the FAS No. 128 requirements.

Basic earnings per common share is calculated by dividing net income by the
sum of the weighted average number of shares of common stock outstanding.

Diluted earnings per common share is calculated by dividing net income by
the weighted average number of shares of common stock outstanding, assuming the
exercise of stock options and warrants using the treasury stock method. Such
adjustments to the weighted average number of shares of common stock
outstanding are made only when such adjustments dilute earnings per common
share. The diluted earnings per share is summarized as follows:

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Weighted average common shares outstanding.... 4,994,765 4,988,318 4,637,565
Weighted average common shares equivalents.... 24,526 31,166 54,528
--------- --------- ---------
Shares used in diluted earnings per share
calculation.................................. 5,019,291 5,019,484 4,692,093
========= ========= =========
</TABLE>

Reclassifications--Certain amounts in the prior years' financial statements
have been reclassified to conform with the current year presentation. Such
reclassification had no impact on total assets, equity, net income or total
cash flow balances previously reported.

F-10
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. Investment Securities Available for Sale:

The amortized costs and approximate fair value of investment securities
available for sale at December 31, 1998 and 1997 are summarized as follows:

<TABLE>
<CAPTION>
1998
--------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gains Losses Fair Value
--------- ---------- ---------- -----------
(amounts in thousands)
<S> <C> <C> <C> <C>
Available for sale:
U.S. Treasury Securities...... $ 2,026 $ 16 $ 0 $ 2,042
U.S. Government agencies...... 37,974 79 (178) 37,875
State and municipals.......... 1,656 48 (57) 1,647
Trust preferred securities.... 4,975 8 (94) 4,889
------- ---- ----- -------
Total debt securities....... 46,631 151 (329) 46,453
------- ---- ----- -------
FHLB stock.................... 1,870 0 0 1,870
Mortgage-backed securities.... 28,808 37 (90) 28,755
------- ---- ----- -------
Total available for sale.... $77,309 $188 $(419) $77,078
======= ==== ===== =======
<CAPTION>
1997
--------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gains Losses Fair Value
--------- ---------- ---------- -----------
(amounts in thousands)
<S> <C> <C> <C> <C>
Available for sale:
U.S. Treasury Securities...... $ 4,057 $ 0 $ (19) $ 4,038
U.S. Government agencies...... 55,765 126 (43) 55,848
State and municipals.......... 1,118 46 0 1,164
------- ---- ----- -------
Total debt securities....... 60,940 172 (62) 61,050
------- ---- ----- -------
FHLB stock.................... 1,709 0 0 1,709
Mortgage-backed securities.... 5,789 129 (13) 5,905
------- ---- ----- -------
Total available for sale.... $68,438 $301 $ (75) $68,664
======= ==== ===== =======
</TABLE>

The FHLB stock is restricted investment that is required by the FHLB to be
maintained by the Company.

F-11
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The amortized cost and approximate fair value of investments at December 31,
1998, by scheduled maturity, are shown below. Scheduled maturities may differ
from actual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
Amortized Approximate
Cost Fair Value
--------- -----------
(amounts in
thousands)
<S> <C> <C>
Due in one year or less............................. $ 503 $ 505
Due after one year through five years............... 3,026 3,029
Due after five years through ten years.............. 11,498 11,553
Due after ten years................................. 31,604 31,366
-------- --------
Total debt securities............................. 46,631 46,453
FHLB stock.......................................... 1,870 1,870
Mortgage-backed securities.......................... 28,808 28,755
-------- --------
$ 77,309 $ 77,078
======== ========

Proceeds from the sale of investment securities available for sale during
the years ended December 31, 1998, 1997 and 1996 was approximately $50,455,000,
$17,998,000, and $33,501,000 respectively. Gross gains of approximately
$435,000, $148,000 and $160,000 were realized on these sales for the years
ended December 31, 1998, 1997, and 1996, respectively. Gross losses of
approximately $25,000, $8,000 and $53,000 were realized on these sales for
years ended December 31, 1998, 1997 and 1996, respectively.

At December 31, 1998, the Company had pledged securities with a carrying
value of approximately $1,019,000 and market value of approximately $1,029,000
to the State of Florida for public funds deposits. The current value of pledged
securities is adequate to meet the pledging requirements.

4. Loans Receivable, Net:

The Company's loan portfolio consisted of the following at December 31:

<CAPTION>
1998 1997
--------- -----------
(amounts in
thousands)
<S> <C> <C>
Residential mortgage loans, substantially all single
family............................................. $ 30,304 $ 54,243
Commercial and commercial real estate loans......... 159,356 112,039
Consumer loans...................................... 60,768 48,827
-------- --------
250,428 215,109
Less allowance for loan losses.................... (2,355) (2,311)
Net deferred costs................................ 735 607
-------- --------
Loans, net...................................... $248,808 $213,405
======== ========
</TABLE>

The Company grants and purchases real estate, commercial and consumer loans
throughout Florida, with a majority in the Sarasota and Manatee County area.
Although the Company has a diversified loan portfolio, a significant portion of
its debtors' ability to honor their contracts is dependent primarily upon the
economy of Sarasota and Manatee Counties, Florida and general economic
conditions.

F-12
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

A summary of activity in the allowance for loan losses follows:

<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(amounts in thousands)
<S> <C> <C> <C>
Balance at beginning of year...................... $ 2,311 $ 1,761 $ 1,609
Provision charged to income....................... 1,180 921 515
Recoveries on loans previously charged off........ 122 100 49
Loans charged off................................. (1,258) (471) (412)
------- ------- -------
Balance at end of year.......................... $ 2,355 $ 2,311 $ 1,761
======= ======= =======
</TABLE>

In management's opinion, the allowance is adequate to reflect the risk in
the loan portfolio.

At December 31, 1998 and 1997, the recorded investment in loans for which
impairment has been recognized totaled approximately $1,629,000 and $662,000,
respectively. The total allowance for loan losses related to these loans was
approximately $556,000 and $246,000 at December 31, 1998 and 1997,
respectively. Interest income on impaired loans of approximately $108,000,
$49,000 and $87,000 was recognized for cash payments, received in 1998, 1997
and 1996, respectively. For the years ended December 31, 1998 and 1997, the
average recorded investment in impaired loans was $854,000 and $312,000.

At December 31, 1998 and 1997, the Company had approximately $429,000 and
$986,000 in nonaccrual loans, respectively. For the years ended December 31,
1998, 1997 and 1996, the amount of interest income not recorded related to
nonaccrual loans was approximately $14,000, $42,000 and $60,000, respectively.
There were accruing 8 and 2 loans that were 90 days or more past due amounting
to $33,000 and $140,000 for December 31, 1998 and 1997, respectively.

Loans to Officers and Directors--In the course of its business, the Company
has granted loans to executive officers, directors and principal shareholders
of the Company and to entities to which they are related. Following is a
summary of the amount of loans in which the aggregate of the loans exceeded
$60,000 during the year.

<TABLE>
<CAPTION>
1998 1997
-------- -------
(amounts
in thousands)
<S> <C> <C>
Balance at beginning of year.............................. $ 6,459 $ 6,892
New loans................................................. 4,722 2,164
Repayments on loans....................................... (1,473) (2,597)
-------- -------
Balance at end of year.................................. $ 9,708 $ 6,459
======== =======

5. Premises and Equipment:

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

<CAPTION>
1998 1997
-------- -------
(amounts
in thousands)
<S> <C> <C>
Land...................................................... $ 2,802 $ 2,802
Building and improvements................................. 8,174 5,405
Furniture, fixtures, and equipment........................ 5,629 4,034
-------- -------
16,605 12,241
Less accumulated depreciation........................... (3,711) (3,080)
-------- -------
$ 12,894 $ 9,161
======== =======
</TABLE>

F-13
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Depreciation expense totaled approximately $964,000, $718,000 and $486,000
for the years ended December 31, 1998, 1997 and 1996, respectively.

The Company leases facilities and certain equipment under operating leases
with noncancelable terms. Rent expense amounted to approximately $220,000 for
the year ended December 31, 1998. Operating lease commitments were $186,000,
$125,000, $41,000, $20,000 and $8,000 for 1999, 2000, 2001, 2002, and 2003,
respectively.

6. Loan Servicing:

Mortgage loans serviced for others are not included in the accompanying
consolidated balance sheets. The unpaid principal balances of mortgage loans
serviced for others was approximately $51,033,000 and $10,998,000 at December
31, 1998 and 1997, respectively.

Custodial escrow balance maintained in connection with the foregoing loan
servicing, and included in demand deposits, were approximately $144,000 and
$41,000 at December 31, 1998 and 1997, respectively.

Mortgage servicing rights of approximately $654,000 and $188,000 were
capitalized in 1988 and 1997, respectively. Amortization of mortgage servicing
rights was approximately $84,000, $26,000 and $29,000 during 1998, 1997 and
1996, respectively. The value of mortgage servicing rights sold was $0,
$234,100 and $0 for 1998, 1997 and 1996, respectively. At December 31, 1998 and
1997, the capitalized mortgage servicing rights totaled approximately $715,000
and $145,000, respectively, which approximated fair value.

7. Deposits:

Deposits consisted of the following at December 31:

<TABLE>
<CAPTION>
1998 1997
-------- --------
(amounts in
thousands)
<S> <C> <C>
Demand..................................................... $ 62,123 $ 44,120
NOW........................................................ 32,266 24,390
Money Market............................................... 72,497 61,998
Savings.................................................... 14,675 13,258
-------- --------
181,561 143,766
-------- --------
Certificate Accounts,
Under $100,000........................................... 108,888 111,339
Over $100,000............................................ 36,200 34,838
IRAs..................................................... 18,196 12,803
-------- --------
163,284 158,980
-------- --------
$344,845 $302,746
======== ========
</TABLE>

The aggregate amount of certificates of deposit of $100,000 or more at
December 31, 1998 and 1997 was approximately $38,716,000 and $36,170,000,
respectively.

F-14
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

A summary of certificate accounts at December 31, 1998 by year of scheduled
maturity follows:

<TABLE>
<CAPTION>
1998 1997
-------- --------
(amounts in
thousands)
<S> <C> <C>
Due within one year....................................... $107,108 $ 86,347
Due after one year through two years...................... 23,170 34,662
Due after two years though three years.................... 20,614 13,487
Due after three years through four years.................. 4,852 19,389
Due after four years...................................... 7,540 5,095
-------- --------
$163,284 $158,980
======== ========
</TABLE>

Interest expense on deposit accounts is summarized as follows:

<TABLE>
<CAPTION>
1998 1997 1996
------- ------- ------
(amounts in thousands)
<S> <C> <C> <C>
Interest on NOW accounts and money market deposit
accounts........................................... $ 3,386 $ 3,206 $2,087
Interest on savings accounts........................ 308 304 312
Interest on certificate accounts.................... 9,448 8,395 7,076
------- ------- ------
$13,142 $11,905 $9,475
======= ======= ======
</TABLE>
8. Securities Sold Under Agreements to Repurchase:

The Company enters into sales of securities under agreements to repurchase.
Repurchase agreements are treated as financings, and the obligations to
repurchase securities sold are reflected as a liability in the consolidated
balance sheets. The dollar amount of securities underlying the agreements
remains in the asset accounts. The securities sold under repurchase agreements
remain in the custody of a third-party trustee. The Company may have sold,
loaned, or otherwise disposed of such securities in the normal course of its
operations and has agreed to maintain substantially identical securities during
the agreements. The agreements mature within 30 days.

Information related to the Company's securities sold under repurchase
agreements (including accrued interest) at December 31, 1998 and 1997 is
presented below, segregated by the type of securities sold and by due date of
the agreement:

<TABLE>
<CAPTION>
1998 1997
------- -------
(dollar amounts
in thousands)
<S> <C> <C>
Average balance during the year.......................... $26,039 $14,374
Average interest rate during the year.................... 4.63% 4.54%
Maximum month-end balance during the year................ $31,433 $21,589
US Government agencies and mortgage-backed securities
underlying the agreements at year-end:
Cost................................................... $31,050 $19,285
Fair Value............................................. $30,862 $19,332
</TABLE>

9. Federal Home Loan Bank Advances:

Each Federal Home Loan Bank (FHLB) is authorized to make advances to its
member associations, subject to such regulations and limitations as the FHLB
may prescribe. The Bank's borrowings from the FHLB of Atlanta at December 31,
1998 and 1997 were $34,900,000 and $5,000,000 at 5.04% through 5.15% and 6.95%,
respectively, with the December 31, 1998 balance maturing at various dates
through August 2008.

F-15
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The FHLB requires that the Bank maintain qualifying mortgages as collateral
and all of its FHLB stock as collateral for its advances. As of December 31,
1998, the Bank has a credit availability of $50,000,000.

Uncollateralized lines amounting to $4.9 million at December 31, 1998 were
maintained with various banks with rates which are at or below prime rate. The
lines and their terms are periodically reviewed and are generally subject to
withdrawal at the discretion of the banks. No borrowings on these agreements
were outstanding at December 31, 1998 and 1997, respectively.

10. Note Payable:

In 1997, the Company entered into a Loan Agreement with a national banking
association for a $5 million revolving line of credit facility. The agreement
requires the proceeds of the new credit facility to be used for the acquisition
of real estate to be used for the development of the Company's corporate
headquarters, an operations center, and bank branches. The credit facility is
collateralized by the shares of the Bank. The agreement requires the Company to
meet certain covenants and restricts the payment of dividends, which have been
met. Interest on the revolving credit facility is calculated quarterly on
either one or three month LIBOR plus 175 basis points (7.74% at December 31,
1997). After two years, the loan converts into a ten-year term note with a
five-year balloon payment. In 1998 all amounts related to the line of credit
were repaid and the line was closed.

11. Guaranteed Preferred Beneficial Interests in the Company's Junior
Subordinated Debentures:

In 1998, ABICT was created by the Company for the exclusive purpose of
issuing and selling common securities and preferred securities (together trust
securities) and investing the proceeds from the sale of the trust securities in
junior subordinated debentures issued by the Holding Company. The common
securities are wholly owned by the Holding Company, and such securities are the
only class of ABICT's securities possessing general voting powers. In May 1998,
ABICT issued $15,000,000 in the aggregate liquidation amount of its 8.50%
preferred securities, liquidation amount $10 per preferred security ("capital
securities") in a registered public offering. In August 1998, the underwriter
exercised its over-allotment option, in part, and an additional $1,249,420 in
aggregate liquidation amount of capital securities were issued. The surety
obligations constitute a full and unconditional guarantee by the Company of the
issuer trust obligations under the capital securities.

The trust securities are scheduled to mature on June 30, 2028. Distributions
on these securities are payable quarterly, commencing September 30, 1998; such
distributions can be deferred at the option of the Company for up to five
years. The trust securities can be prepaid in whole or in part on or after June
30, 2003 in accordance with the terms of the trust agreement. Distributions on
the securities are included in interest expense.

F-16
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

12. Income Taxes:

The Company's provision for income taxes consisted of the following for the
years ended December 31:

<TABLE>
<CAPTION>
1998 1997 1996
----- ------ ----
(amounts in
thousands)
<S> <C> <C> <C>
Current:
Federal.............................................. $ 992 $1,240 $535
State................................................ 62 76 29
----- ------ ----
1,054 1,316 564
----- ------ ----
Deferred:
Federal.............................................. (161) (184) (91)
State................................................ (16) (15) (12)
----- ------ ----
(177) (199) (103)
----- ------ ----
$ 877 $1,117 $461
===== ====== ====
</TABLE>

Deferred income taxes consisted of the following for the year ended
December 31:

<TABLE>
<CAPTION>
1998 1997 1996
------ ----- -----
(amounts in
thousands)
<S> <C> <C> <C>
Provision for loan losses............................. $ 163 $(163) $ 134
Cash to accrual adjustment............................ (58) (58) 58
Merger expense........................................ (58) (128) 0
Net operating loss carryforward....................... 0 219 (219)
Market value of loans held for sale................... (179) 0 0
Other................................................. (45) (69) (76)
------ ----- -----
$(177) $(199) $(103)
====== ===== =====
</TABLE>

F-17
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Deferred income taxes reflect the impact of temporary differences between
the amounts of assets and liabilities recorded for financial reporting purposes
and such amounts as measured in accordance with tax laws. The items which
comprise a significant portion of deferred tax assets and liabilities at
December 31 are as follows:

<TABLE>
<CAPTION>
1998 1997 1996
----- ---- ----
(amounts in
thousands)
<S> <C> <C> <C>
Deferred tax assets:
Book over tax bad debts............................... $ 641 $657 $495
Market value of loans held for sale................... 285 106 101
Merger expense........................................ 128 128 0
Net operating loss carry forward...................... 0 0 219
Other................................................. 11 32 15
----- ---- ----
Deferred tax assets................................. 1,065 923 830
----- ---- ----
Deferred tax liabilities:
Loan origination fees................................. (95) (71) (50)
Cash to accrual adjustment............................ 0 (58) (117)
Other................................................. 0 0 (64)
----- ---- ----
Deferred tax liabilities............................ (95) (129) (231)
----- ---- ----
Net deferred tax asset.............................. $ 970 $794 $599
===== ==== ====
</TABLE>

The Company's effective income tax rates of 35%, 36.7% and 37% for the years
ended December 31, 1998, 1997 and 1996 respectively, vary from the statutory
federal income tax rate of 34% due primarily to state income taxes and tax
exempt interest income.

13. Other Income:

Other income consisted of the following for the years ended December 31:

<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
(amounts in
thousands)
<S> <C> <C> <C>
Service charges on deposit accounts.................... $1,878 $1,812 $1,192
Broker loan fees....................................... 152 327 33
Net gains on sales of investment securities............ 410 140 107
Net gains on sales of loans............................ 1,321 870 514
Net gain (loss) on sale of other real estate owned..... 0 13 (336)
Merchant fees on credit cards.......................... 750 479 262
Late fees.............................................. 223 171 127
Other.................................................. 511 344 249
------ ------ ------
$5,245 $4,156 $2,148
====== ====== ======
</TABLE>

F-18
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

14. Other Expenses:

Other expense consisted of the following for the years ended December 31:

<TABLE>
<CAPTION>
1998 1997 1996
------- ------- ------
(amounts in thousands)
<S> <C> <C> <C>
Compensation and related benefits................ $ 7,015 $ 5,181 $4,361
Occupancy and equipment.......................... 1,953 1,627 1,184
SAIF assessment.................................. 0 0 348
FDIC Insurance................................... 131 82 148
Data processing.................................. 946 917 925
Advertising and promotion........................ 487 307 351
Printing supplies and postage.................... 634 434 322
Directors fees and expenses...................... 138 157 124
Professional fees................................ 634 534 244
ATM and credit card fees......................... 943 631 206
Foreclosed real estate expense................... 23 29 223
Intangible taxes................................. 167 157 126
Litigation settlement............................ 525 0 0
Other............................................ 2,978 1,856 1,294
------- ------- ------
$16,574 $11,912 $9,856
======= ======= ======

Loan origination costs of approximately $985,000, $686,000 and $342,000 in
1998, 1997 and 1996, respectively, have been offset against compensation and
related benefits.

15. Comprehensive Income:

The components of comprehensive income, net of related tax, are as follows:

<CAPTION>
Year ended December
31,
------------------------
1998 1997 1996
------- ------- ------
(amounts in thousands)
<S> <C> <C> <C>
Net income....................................... $ 1,627 $ 1,920 $ 782
Other comprehensive income:
Unrealized gains (losses on securities):
Arising during the period, net of tax expense
(benefit) of $(8), $173 and $(108).......... (16) 321 (200)
Less: reclassification adjustment for gains
in income, net of tax expense of $144, $49
and $37..................................... (266) (91) (70)
------- ------- ------
Other comprehensive income (expense)............. (282) 230 (270)
------- ------- ------
Comprehensive income............................. $ 1,345 $ 2,150 $ 512
======= ======= ======
</TABLE>

F-19
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

16. Financial Instruments with Off-Balance Sheet Risk:

The Company is a party to financial instruments with off-balance sheet risk
in the normal course of business to meet the financing needs of its customer.
These financial instruments include commitments to extend credit, standby
letters of credit, and credit cards. They involve, to varying degrees, elements
of credit and interest rate risk in excess of the amount recognized on the
balance sheet. The contract or notional amounts of those instruments reflect
the extent of involvement the Company has in particular classes of financial
instruments. The Company has no financial instruments with off-balance sheet
risk that are held for trading purposes.

The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit and
standby letters of credit is represented by the contractual or notional amount
of the instruments. The Company uses the same credit policies in making
commitments and conditional obligations as it does for on-balance sheet
instruments. As of December 31, 1998 and 1997 financial instruments with off-
balance sheet risk were as follows:

<TABLE>
<CAPTION>
1998 1997
----------- -----------
(amounts in thousands)
<S> <C> <C>
Contractual or Notional Amounts
Commitments to extend credit........................ $ 75,799 $ 56,598
Standby letters of credit........................... $ 986 $ 537
Credit Cards........................................ $ 6,840 $ 4,742
</TABLE>

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Company evaluates each customer's
credit worthiness on a case-by-case basis. The amount of collateral obtained if
deemed necessary by the Company upon extension of credit is based on
management's credit evaluation of the counter-party. Collateral held varies but
may include accounts receivable, inventory, property, plant, and equipment, and
income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Company
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
guarantees at December 31, 1998 are short-term, expiring in 1999.

17. Employee Benefit and Stock Option Plans:

The Company has qualified plans under Section 401(k) of the Internal Revenue
Code (Plans) for all employees meeting certain eligibility requirements. The
Plans allow participants to make annual contributions equal to 15% or less of
the participant's compensation up to a maximum allowed by Internal Revenue
Service regulation. The Company may match a percentage of the participant's
contributions. Plan contributions by the Company for the year ended December
31, 1998, 1997 and 1996 was approximately $49,000, $28,000 and $18,000
respectively.

The Company has a qualified Incentive Stock Option plan (Incentive Plan) and
a Non-qualified Share Option Plan for non-employee directors (Non-qualified
Plan) (together Option Plans) under which the Company may grant options for up
to 150,000 and 75,000 shares of common stock, respectively. Under the Option
Plans, the exercise price of each option equals the market price of the
Company's stock on the date of grant. Options are granted upon approval of the
Board of Directors and vest 33% per year for three years and are exercisable
over 10 years from the date of the grant.

F-20
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The Company applies APB Opinion No. 25, "accounting for Stock Issued to
Employees" (APB 25) and related Interpretations in accounting for its Option
Plans. Accordingly, no compensation cost has been recognized for options
granted under the Option Plans. Had compensation cost for the Company's Option
Plans been determined based on the fair value at the grant dates for awards
under the Option Plans consistent with the method of Financial Accounting
Standards Statement No. 123, "Accounting for Stock-Based Compensation," the
Company's net income and net income per share would have been reduced to the
pro forma amounts of approximately $1,562,000, $1,891,000 and $775,000 for net
income and basic earnings per share of $.31, $.38 and $.17 for the years ended
December 31, 1998, 1997 and 1996, respectively.

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1998; dividend yield of 0% in each period, as
there has been no regular dividend payment history, expected stock price
volatility of 27.1%, 23.6% and 23.6%, risk-free interest rates of 5.36%,
6.35%, and 6.39% for December 31, 1998, 1997 and 1996, respectively; and
expected lives of five years.

A summary of the status of the Company's Option Plans as of December 31,
1998, 1997 and 1996, respectively, and changes during the years ending on
those dates is presented below:

<TABLE>
<CAPTION>
1998 1997 1996
----------------- --------------- ---------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------- -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of year................. 63,600 $ 6.71 28,800 $5.24 24,000 $5.24
Granted.................. 122,698 11.13 34,800 7.93 4,800 5.17
Forfeited................ (1,000) 8.37 0 0
Exercised................ (500) 8.37 0 0
------- ------ ------
Outstanding.............. 184,798 10.94 63,600 6.71 28,800 5.24
======= ====== ======
Options exercisable at
year-end................ 184,798 33,600 43,600
======= ====== ======
</TABLE>

The following table summarized information about the Option Plans' stock
options at December 31, 1998:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
--------------------------------------------- --------------------------
Range of Weighted-Average Weighted Weighted
Exercise Number Remaining Average Exercise Number Average
Price Outstanding Contractual Life Price Exercisable Exercise Price
-------- ----------- ---------------- ---------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
$5.00-
11.125 186,798 10 years $10.94 43,600 $1.57
</TABLE>

18. Shareholders' Equity:

The Company's current policy is to retain all earnings to fund operations.
Future dividend payments will be at the discretion of the Board of Directors
of the Company and will be dependent upon several factors, including State and
Federal banking regulations that impose limitations on such payments.

In February 1996, the Company completed a public offering of 1,250,000
shares of common stock at $6.00 per share (the Offering). Subsequent to the
Offering, an additional 187,000 shares of common stock were issued as part of
the over-allotment amount. The net proceeds of the Offering, after deducting
applicable issuance costs and expenses, were approximately $7,378,000.

F-21
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

In January 1997, the Company acquired the net assets of Deschamps & Gregory
Mortgage Company, Inc., a mortgage brokerage company, for approximately
$56,000. The Company issued 7,119 shares of common stock in connection with the
acquisition. The Company accounted for the acquisition using the purchase
method of accounting.

The following table summarizes the activity of the Company's issued and
outstanding warrants and their corresponding exercise prices for December 31,
1997 and 1996. There were no warrants issued or outstanding at December 31,
1998.

<TABLE>
<CAPTION>
1992 Warrants 1994 Warrants
-------------------- --------------------
Warrants Exercise Warrants Exercise
Outstanding Price Outstanding Price
----------- -------- ----------- --------
<S> <C> <C> <C> <C>
Balance, January 1, 1996........... 18,594 $4.00 227,224 $6.00
Warrants exercised................. -- $0.00 (163,695) $6.00
--------
Balance, December 31, 1996......... 18,594 $4.00 63,529 $6.00
Warrants expires................... (18,594) $4.00 (1,932) $6.00
Warrants exercised................. -- $0.00 (61,597) $6.00
------- ----- -------- -----
Balance, December 31, 1997......... 0 0
======= ========
</TABLE>

19. Dividend Restrictions:

State banking regulations limit the amount of dividends that may be paid by
the Bank to its Parent without prior approval of regulatory agencies. The
amount of dividends that may be paid is based on the net profits of the current
year combined with retained net profits of the preceding two years as defined
by state banking regulations. At December 31, 1998, approximately $5,503,000
are available for payment of dividends without prior regulatory approval.

20. Fair Values of Financial Instruments:

Statement of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments," requires that the Company disclose estimated
fair values for its financial instruments. Fair value is defined as the price
at which a financial instrument could be liquidated in an orderly manner over a
reasonable time period under present market conditions. Fair values estimates,
methods and assumptions are set forth below for the Company's financial
instruments.

Cash and Due From Bank and Federal Funds Sold--For cash and due from banks
and Federal Funds Sold, the carrying amount is a reasonable estimate of fair
value.

Investments and Mortgage-Backed Securities--The fair value of investments
and mortgage-backed securities is estimated based on bid prices published in
financial newspapers or bid quotations received from securities dealers.

Loans Receivable--The estimated fair value of the Company's fixed rate loans
was calculated by discounting contractual cash flows adjusted for current
prepayment estimates. The discount rates were based on the interest rate
charged to current customers for comparable loans. The Company's adjustable
rate loans reprice frequently at current market rates. Therefore, the fair
value of these loans has been estimated to be approximately equal to their
carrying amount.

The impact of delinquent loans on the estimation of the fair values
described above is not considered to have a material effect and, accordingly,
delinquent loans have been disregarded in the valuation methodologies used.

F-22
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Deposit Liabilities--The fair value of deposits with no stated maturity,
such as demand, NOW, money market and savings is equal to the amount payable on
demand as of December 31, 1998. The fair value of time deposits is estimated
using the rates currently offered for deposits of similar remaining maturities.

Securities Sold Under Repurchase Agreements--The repurchase agreements
outstanding at December 31, 1998 mature within 30 days. The estimated fair
value of these agreements approximates the carrying value.

FHLB Advances and Note Payable--Cash flow from fixed-rate borrowings are
discounted at a spread to the zero Treasury curve which equates to the LIBOR
yield. The note payables interest rate reprices quarterly. The estimated fair
value approximates the carrying value.

Guaranteed Preferred Beneficial Interests in the Company's Junior
Subordinated Debentures--The fair values are estimated based on bid prices
published in financial newspapers.

Commitments to Extend Credit and Standby Letters of Credit--The fair value
of commitments to extend credit is estimated using the fees currently charged
to enter into similar agreements, taking into account the remaining terms of
the agreements and the present creditworthiness of the counterparties. For
fixed rate loan commitments, fair value also considers the difference between
current levels of interest rates and the committed rates. The fair value of
standby letters of credit is based on fees currently charged for similar
agreements or on the estimated cost to terminate them or otherwise settle the
obligations with the counterparties.

The estimated fair values of the Company's financial instruments are as
follows:

<TABLE>
<CAPTION>
1998 1997
------------------- -------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
-------- ---------- -------- ----------
(amounts in thousand)
<S> <C> <C> <C> <C>
Financial assets:
Cash and due form banks........... $ 20,215 $ 20,215 $ 13,276 $ 13,276
Federal funds sold................ 0 0 5,120 5,120
Loans held for sale............... 88,158 89,674 39,588 39,747
Investments securities available
for sale......................... 77,078 77,078 68,664 68,664
Loans receivable, net............. 248,808 253,008 213,405 218,927
Financial liabilities:
Deposits.......................... 344,845 190,670 302,746 303,586
Securities sold under agreements
to repurchase.................... 29,592 29,592 17,528 17,528
FHLB advances..................... 34,900 34,900 5,000 5,000
Note payable...................... 0 0 500 500
Guaranteed preferred beneficial
interests in the Company's junior
subordinated debentures.......... 16,249 16,249 0 0
<CAPTION>
Contract Contract
Amount Fair Value Amount Fair Value
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Unrecognized financial instruments:
Loan commitments.................. $ 75,799 $ 114 $ 56,598 $ 80
Standby letters of credit......... 986 0 537 0
Credit cards...................... 6,840 0 4,742 0
</TABLE>

Limitations--The fair value estimates are made at a discrete point in time
based on relevant market information and information about the financial
instrument. Quoted market prices, when available, are used as the measure of
fair value. When quoted market prices are not available, fair value estimates
have been based on

F-23
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

judgments regarding future expected loss experience, current economic
conditions, risk characteristics of various financial instruments, and other
factors. These estimates are inherently subject, involving uncertainties and
matters of significant judgment, and, therefore, may not be indicative of the
value that could be realized in a current market exchange. Changes in
assumptions could significantly affect the estimates.

The value estimates are based on existing on- and off-balance-sheet
financial instruments without attempting to estimate the value of anticipate
future business and the value of assets and liabilities that are not
considered financial instruments. Other significant assets and liabilities
that are not considered financial assets or liabilities include deferred tax
assets and property, plant and equipment. In addition, the tax ramifications
related to the realization of the unrealized gains and losses for investments
and mortgage-backed securities can have a significant effect on fair value
estimates and have not been considered in many of the estimates.

21. Risks and Uncertainties:

The earnings of the Company depend on the earnings of the Bank. The Bank is
dependent primarily upon the level of net interest income, which is the
difference between interest earned on its interest earning assets, such as
loans and investments and the interest paid on its interest-bearing
liabilities, such as deposits and borrowings. Accordingly, the operations of
the Bank are subject to risks and uncertainties surrounding its exposure to
changes in the interest rate environment.

Most of the Bank's lending activity is with customers located within
Sarasota and Manatee counties. Generally, the loans are collateralized by real
estate consisting of single family, residential properties and commercial
properties. While this represents a concentration of credit risk, the credit
losses arising from this type of lending compares favorably with the Bank's
credit loss experience on its portfolio as a whole. The ultimate repayment of
these loans is dependent to a certain degree on the local economy and real
estate market.

The financial statements of the Company are prepared in conformity with
generally accepted accounting principles that require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from these estimates.

22. Regulatory Capital

The Bank is 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
Bank's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Bank's assets,
liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting practices. The 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 Bank to maintain minimum amounts and ratios (set forth in the
table below) of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier I capital (as defined) to
average assets (as defined). Management believes, as of December 31, 1998,
that the Bank meets all capital adequacy requirements to which it is subject.

F-24
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

The Bank's actual capital amounts and ratios are also presented in the
table. There were no deductions for interest-rate risk in 1998 and 1997.

<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
------------- -------------------- -------------------
Amount Ratio Amount Ratio Amount Ratio
------- ----- ----------- -------- ---------- --------
(dollar amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1998:
Total Capital
(to Risk Weighted
Assets)................ $39,642 12.40% $ 24,496 8.0% $ 31,869 10.0%
Tier I Capital
(to Risk Weighted
Assets)................ 37,319 11.70% 12,748 4.0% 19,122 6.0%
Tier I Capital
(to Averaged Assets)... 37,319 8.40% 13,297 3.0% 22,162 5.0%
As of December, 1997:
Total Capital
(to Risk Weighted
Assets)................ 25,709 10.90% 18,857 8.0% 23,571 10.0%
Tier I Capital
(to Risk Weighted
Assets)................ 23,820 10.11% 9,428 4.0% 14,143 6.0%
Tier I Capital
(to Averaged Assets)... 23,820 6.87% 10,398 3.0% 17,330 5.0%
</TABLE>

23. Future Accounting Pronouncements:

Financial Accounting Standards Board Statement (FAS) No. 133, "Accounting
for Derivative Instruments and Hedging Activities, "requires all derivatives to
be recorded on the balance sheet at fair value and established standard
accounting methodologies for hedging activities. The standard will result in
the recognition of offsetting changes in value or cash flows of both the hedge
and the hedged item in earnings or comprehensive income in the same period. The
statement is effective for the Company's fiscal year ending December 31, 2000.
Because the Company does not currently hold any derivative investments, the
adoption of this statement is not expected to have an impact on the financial
statements.

FAS No. 134, "Accounting for Mortgage-Backed Securities retained after the
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Entity,"
amends FAS No, 65 allowing mortgage-backed securities or other retained
interests arising from the securitization of mortgage loans to be classified
based on the mortgage banking entities' ability and intent to sell of hold
those securities. Previously these securities had to be held within a trading
account. This statement is effective for the Company's fiscal year ending
December 31, 1999. The adoption of this standards is not expected to have a
significant impact on the financial statements.

F-25
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

24. Condensed Parent Company Financial Statements:

The condensed financial statements of American Bancshares, Inc., as the
parent organization, are presented as follows:

CONDENSED BALANCE SHEET

<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
------------ ------------
(amounts in thousands)
<S> <C> <C>
Assets:
Cash............................................ $ 4,335 $ 374
Investment in banking subsidiary................ 37,535 24,040
Investment in finance subsidiary................ 245 0
Investment in trust subsidiary.................. 503 0
Premises and equipment.......................... 0 2,160
Prepaid expense................................. 588 156
Debt issue costs................................ 1,007 0
Other assets.................................... 6 3
------- -------
Total assets.................................. $44,219 $26,733
======= =======
Liabilities:
Junior Subordinated debentures.................. $16,752 $ 0
Other liabilities............................... 40 654
------- -------
Total liabilities............................. 16,792 654
------- -------
Shareholders' equity:
Common stock.................................... 5,870 5,870
Additional paid-in capital...................... 15,551 15,548
Unrealized gain (loss) on investment securities
Available for sale, net........................ (143) 139
Retained earnings............................... 6,149 4,522
------- -------
Total shareholders' equity.................... 27,427 26,079
------- -------
Total liabilities and shareholders' equity.... $44,219 $26,733
======= =======
</TABLE>

F-26
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

CONDENSED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1998 1997 1996
------------ ------------ ------------
(amounts in thousands)
<S> <C> <C> <C>
Equity in undistributed earnings of
banking subsidiaries................... $2,576 $2,021 $852
Operating Expense....................... (949) (101) (70)
------ ------ ----
Net Income............................ $1,627 $1,920 $782
====== ====== ====
</TABLE>

CONDENSED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1998 1997 1996
------------ ------------ ------------
(amounts in thousands)
<S> <C> <C> <C>
Cash flows (used in) provided by
operating activities................... $ 670 $ 399 $ (76)
-------- ------- -------
Cash flows (used in) investing
activities:
Investments and advances to
subsidiary........................... (11,957)
Acquisition of premises and equipment. 0 (3,843) (4,891)
-------- ------- -------
(11,957) (3,843) (4,891)
Cash flows provided by (used in)
financing activities:
Proceeds from sale of common stock
(net of stock offering costs)........ 3 425 8,360
Proceeds from junior subordinate
debentures........................... 16,752 0 0
Payments of debt issue costs.......... (1,007) 0 0
Net repayment of line of credit....... (500) 0 0
-------- ------- -------
15,248 425 8,360
Net increase (decrease) in cash......... 3,961 (3,019) 3,393
Cash at beginning of year............... 374 3,393 0
-------- ------- -------
Cash at end of year..................... $ 4,335 $ 374 $ 3,393
======== ======= =======
</TABLE>

25. SAIF Assessment

On September 30, 1996, a one-time SAIF recapitalization assessment was
enacted. The rate was 65.7 cents per $100 on domestic deposits held as of March
31, 1995. The effect on the Bank is a pretax charge of $348,000 on deposits of
$52.9 million at March 31, 1995. This amount was paid in November 1996.

F-27
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
September 30,
------------------
1999 1998
-------- --------
(unaudited)
(in thousands)
<S> <C> <C>
ASSETS:
Cash and due from banks................................... $ 17,400 $ 18,189
Federal funds sold........................................ 0 0
Loans held for sale....................................... 102,220 82,596
Investment securities available for sale (at aggregate
fair value).............................................. 71,340 81,371
Loans receivable(net of allowance for loan losses and
deferred loan fees/costs of $1,620 in 1998 and $1,705 in
1997).................................................... 257,467 234,432
Premises and equipment, net............................... 12,682 12,455
Other assets.............................................. 10,350 7,689
-------- --------
Total assets............................................ $471,459 $436,732
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits.................................................. $352,138 $326,857
Securities sold under agreements to repurchase............ 29,195 30,378
Federal Home Loan Bank advances........................... 43,150 32,500
Note payable.............................................. 0 0
Guaranteed preferred beneficial interests in the Company's
junior subordinated debentures........................... 16,249 16,249
Other liabilities......................................... 3,734 3,097
-------- --------
Total liabilities....................................... 444,466 409,081
Common stock--$1.175 par value; 20,000,000 shares
authorized; 5,032,584 and 4,994,484 shares issued &
outstanding at September 30, 1999 and 1998, respectively. 5,914 5,870
Additional paid-in Capital................................ 15,716 15,551
Accumulated other comprehensive income, net .............. (2,455) 476
Retained earnings......................................... 7,818 5,754
-------- --------
Total shareholders' equity............................ 26,993 27,651
-------- --------
Total liabilities and shareholders' equity............ $471,459 $436,732
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-28
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------
1999 1998
---------- ----------
(unaudited)
(in thousands except
share amounts)
<S> <C> <C>
Interest Income
Interest and fees on loans.............................. $ 22,272 $ 19,136
Interest on federal funds sold.......................... 0 0
Interest on investment securities....................... 3,681 3,488
Other interest income................................... 47 200
---------- ----------
Total interest income................................. 26,000 22,824
Interest Expense
Deposits................................................ 9,751 9,823
Borrowings.............................................. 3,580 1,962
---------- ----------
Total interest expense................................ 13,331 11,785
Net interest income..................................... 12,669 13,142
Provision for loan losses............................... 1,203 429
---------- ----------
Net interest income after provision for loan losses... 11,446 10,610
Other income............................................ 4,608 3,753
Other expense........................................... 13,443 12,467
---------- ----------
Income before income tax provision...................... 2,631 1,896
Provision for income taxes.............................. 961 664
---------- ----------
Net income.......................................... $ 1,670 $ 1,232
========== ==========
Basic earnings per share................................ $ 0.33 $ 0.25
========== ==========
Weighted average basic shares outstanding............... 5,023,535 4,994,691
========== ==========
Diluted earnings per share.............................. $ 0.33 $ 0.25
========== ==========
Weighted average diluted shares outstanding............. 5,031,406 5,022,425
========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-29
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE
INCOME

For Years Ended December 31, 1998, 1997, 1996 and for the Nine Months Ended
September 30, 1999

<TABLE>
<CAPTION>
Common Stock Accumulated
---------------------- Additional Other
Comprehensive Authorized Outstanding Par Paid-In Retained Comprehensive
Income Shares Shares Value Capital Earnings Income, Net Total
------------- ---------- ----------- ------ ---------- -------- ------------- -------
(in thousands except share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1,
1996................... 10,000,000 3,325,094 $3,907 $ 8,725 $1,820 $ 179 $14,631
Exercise of warrants.... 0 163,695 192 790 0 0 982
Issuance of stock....... 0 1,436,979 1,689 5,689 0 0 7,378
Net Income.............. $ 782 0 0 0 0 782 0 782
Change in net unrealized
gain on investment
securities available
for sale............... (270) 0 0 0 0 0 (270) (270)
-------
Comprehensive Income.... $ 512 0 0 0 0 0 0 0
======= ---------- --------- ------ ------- ------ ------- -------
Balance, December 31,
1996................... 10,000,000 4,925,768 5,788 15,204 2,602 (91) 23,503
Exercise of warrants.... 0 61,597 73 297 0 0 370
Issuance of stock....... 0 7,119 9 47 0 0 56
Net Income.............. $ 1,920 0 0 0 0 1,920 0 1,920
Change in net unrealized
gain on investment
securities available
for sale............... 230 0 0 0 0 0 230 230
-------
Comprehensive Income.... $ 2,150 0 0 0 0 0 0 0
======= ---------- --------- ------ ------- ------ ------- -------
Balance, December 31,
1997................... 10,000,000 4,994,484 5,870 15,548 4,522 139 26,079
Exercise of stock
options................ 0 500 0 3 0 0 3
Net Income.............. $ 1,627 0 0 0 0 1,627 0 1,627
Change in net unrealized
gain on investment
securities available
for sale............... (282) 0 0 0 0 0 (282) (282)
-------
Comprehensive Income.... $ 1,345 0 0 0 0 0 0 0
======= ---------- --------- ------ ------- ------ ------- -------
Balance, December 31,
1998................... 10,000,000 4,994,984 $5,870 $15,551 $6,149 $ (143) $27,427
Exercise of stock
options................ 0 37,600 44 165 0 0 209
Net Income.............. $ 1,670 0 0 0 1,670 0 1,670
Change in net unrealized
gain on investment
securities available
for sale............... (2,312) 0 0 0 0 0 (2,312) (2,312)
-------
Comprehensive Income.... $ (642) 0 0 0 0 0 0 0
======= ---------- --------- ------ ------- ------ ------- -------
Unaudited Balance,
September 30, 1999..... 20,000,000 5,032,584 $5,914 $15,716 $7,818 $(2,455) $26,993
========== ========= ====== ======= ====== ======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-30
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------
1999 1998
-------- --------
(unaudited)
(in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income................................................ $ 1,670 $ 1,232
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation............................................ 964 689
Amortization of investment securities Provision for loan
losses................................................. 1,203 429
Net gain on sale of investment securities available for
sale................................................... (20) (170)
Gain on sale of loans................................... (823) (1,036)
(Gain) loss on sale of other real estate owned.......... 50 0
Origination of loans held for sale, net of repayments... (58,451) (95,199)
Proceeds from sales of loans held for sale.............. 44,428 52,194
Increase in deferred loan costs......................... 0 0
Increase in other liabilities........................... 1,583 1,049
(Increase) decrease in other assets..................... (2,287) (2,413)
-------- --------
Total adjustments..................................... (13,353) (44,457)
-------- --------
Net cash (used in) provided by operating expense...... (11,683) (43,225)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net loans to customers.................................. (9,412) (21,088)
Purchases of bank premises and equipment................ (752) (3,983)
Proceeds from sales of available for sale investment
securities............................................. 18,321 53,201
Proceeds from maturities of available for sale
investment securities.................................. 0 1,000
Purchases of available for sale investment securities... (14,914) (66,405)
Recoveries of loans charged off......................... 166 83
-------- --------
Net cash used in investing activities................. (6,591) (37,192)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, NOW, money market and
savings accounts....................................... (662) 25,644
Net increase in time deposits........................... 7,955 (1,533)
Net increase in securities sold under agreements to
repurchase............................................. (397) 12,850
Net proceeds (repayments) from advances and from
borrowings............................................. 8,250 27,000
Payments for debt issue costs........................... 0 0
Proceeds from issuance of guaranteed preferred
beneficial interests in the Company's junior
subordinated debentures................................ 0 16,249
Proceeds from stock sale................................ 209 0
-------- --------
Net cash provided by financing activities............. 15,355 80,210
-------- --------
Net Increases (decreases) in cash and cash equivalents..... (2,919) (207)
Cash and cash equivalents at beginning of year............. 20,319 18,396
-------- --------
Cash and cash equivalents at ending of year................ $ 17,400 $ 18,189
======== ========
DISCLOSURES
Interest paid.............................................. $ 12,988 $ 11,422
======== ========
Income taxes paid.......................................... $ 415 $ 915
======== ========
Reclassification of loans to foreclosed real estate........ $ 0 $ 0
======== ========
Loans originated for sale of foreclosed real estate........ $ 0 $ 0
======== ========
Unrealized appreciation (depreciation) on investment
securities................................................ $ (2,455) $ 476
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-31
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1999

1. Holding Company and Subsidiaries Background Information

American Bancshares, Inc. (Holding Company) is a one-bank holding company,
operated under the laws of the State of Florida. It wholly owned banking
subsidiary is American Bank (Bank), a state chartered bank. The Holding
Company, a Florida corporation organized June 30, 1995, is a registered holding
company under the Bank Holding Act of 1956, as amended, and on December 1, 1995
became the bank holding company for the Bank. The Bank was incorporated on
December 6, 1988 and opened for business on May 8, 1989. The Bank is a general
commercial bank with all the rights, powers, privileges granted and conferred
by the the Florida Banking Code. Although the Holding Company was not formed
until June 30, 1995 and did not acquire the Bank until December 1, 1995, the
financial statements have been presented as if the Company had been in
existence since the Bank was formed in 1988 and as if the Bank was it's' wholly
owned subsidiary since that time.

The Company organized a wholly-owned Florida subsidiary corporation, Freedom
Finance Company ("Finance Company"), pursuant to which it engages in full
service consumer financing. The Finance Company was incorporated on March 26,
1997 and opened for business on March 31, 1998. The Finance Company offers
consumer-driven products and services ranging from mortgages to automobile
loans, home equity loans and education financing. The Finance Company has the
ability to extend financing to individuals and entities which may not be able
to satisfy the Bank's underwriting requirements or loan standards.

ABI Capital Trust ("ABICT"), a Delaware statutory trust, was created on May
21, 1998. The ABICT exists for the exclusive purpose of (i) issuing and selling
Common Securities and Preferred Securities of ABICT (together the "Trust
Securities", (ii) using the proceeds of the sale of Trust Securities to acquire
Deferrable Interest Debentures ("Junior Subordinated Debentures") issued by the
Company, and (iii) engaging only in those other activities necessary,
convenient, or incidental thereto (such as registering the transfer of Trust
Securities). Accordingly the Junior Subordinated Debentures will be the sole
assets of the ABICT. The Company owns all of the Common Securities of ABICT,
the only voting security, and as a result it is a subsidiary of the Company.

On September 6, 1999 the Company entered into an Agreement and Plan of
Reorganization with Gold Banc Corporation, Inc., a Kansas corporation ("Gold
Banc") and Gold Banc Acquisition Corporation XI, Inc., a Kansas corporation
which will be a wholly-owned subsidiary of Gold Banc, ("Acquisition
Subsidiary") pursuant to which, among other things the Company will be merged
with and into Acquisition Subsidiary, with Acquisition Subsidiary as the
surviving corporation. Exhibit 2.1 is incorporated herein by reference.

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements, in
the opinion of management, include all adjustments, consisting only of normal
recurring adjustments necessary for a fair presentation of the results for the
interim periods. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to SEC rules and
regulations, although the Company believes that the disclosures included herein
are adequate to make the information presented not misleading. The results of
operations for the three and nine month periods ended September 30, 1999 are
not necessarily indicative of the results expected for the full year.

The organization and business of the Company, accounting policies followed
by the Company and other information are contained in the Company's December
31, 1998 Form 10-K. This quarterly report should be read in conjunction with
such annual report.

F-32
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. Investments

The Company's investments and mortgage-backed securities are classified as
available for sale and recorded at fair value as required by the provisions of
Statement of Financial Accounting Standards No. 115. Unrealized gains and
losses are reflected as a separate component of shareholders' equity on the
consolidated statement of condition. At September 30, 1999, an unrealized loss,
net of tax, of $2,455,000 was reflected as a decrease of shareholders' equity.

4. Earnings Per Share

Basic earnings per common share is calculated by dividing net income by the
sum of the weighted average number of shares of common stock outstanding.

Diluted earnings per common share is calculated by dividing net income by
the weighted average number of share of common stock outstanding, assuming the
exercise of stock options and warrants using the treasury stock method. Such
adjustments to the weighted average number of shares of common stock
outstanding are made only when such adjustments dilute earnings per common
share. The diluted earnings per share is summarized as follows:

<TABLE>
<CAPTION>
Nine Months
Ended September 30,
-------------------
1999 1998
--------- ---------
<S> <C> <C>
Weighted average common shares outstanding............... 5,023,535 4,994,691
Weighted average common shares equivalents............... 7,871 27,734
--------- ---------
Shares used in diluted earnings per shares calculation... 5,031,406 5,022,245
========= =========
</TABLE>

5. Comprehensive Income

Effective January 1, 1998 the Company has adopted Financial Accounting
Standards ("FAS") No. 130 "Reporting Comprehensive Income," which requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in the financial statements.
Prior periods will be reclassified as required. The Company's total
comprehensive earnings are as follows:

<TABLE>
<CAPTION>
Nine Months
Ended September 30,
-------------------
1999 1998
---------- ---------
<S> <C> <C>
Net income (loss)..................................... $ 1,670 $ 1,232
Other comprehensive earnings (losses)
unrealized gains (losses) on securities............... (2,312) 336
---------- ---------
$ (642) $ 1,568
========== =========
</TABLE>

6. Impact of Recently Issued Accounting Standards

Financial Accounting Standards Board Statement (FAS) No. 137, "Accounting
for Derivative Instruments and Hedging Activities--Deferral of the Effective
Date of FASB Statement No. 133--an amendment of FASB Statement No. 133," was
issued in June 1999 and was effective upon issuance. As issued, FAS No. 133 was
to

F-33
<PAGE>

AMERICAN BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

be effective for all fiscal quarters of all fiscal years beginning after June
15, 1999, with earlier application encouraged. This statement amends FAS No.
133 by deferring the effective date of FAS No. 133 to all fiscal quarters of
all fiscal years, beginning after June 15, 2000. See additional analysis below
for the impact of FAS No. 133. FAS No. 134, "Accounting for Mortgage-Backed
Securities retained after the Securitization of Mortgage Loans Held for Sale by
a Mortgage Banking Entity," amends FAS No. 65 allowing mortgage-backed
securities or other retained interests arising from the securitization of
mortgage loans to be classified based on the mortgage banking entities' ability
and intent to sell or hold those securities. Previously these securities had to
be held within a trading account. This statement became effective in the first
quarter of 1999 and had no impact on the financial statements.

FAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
requires all derivatives to be recorded on the balance sheet at fair value and
establishes standard accounting methodologies for hedging activities. The
standard will result in the recognition of offsetting changes in value or cash
flows of both the hedge and the hedged item in earnings or comprehensive income
in the same period. The statement, as amended by FAS No. 137, is effective for
the Company's fiscal year ending December 31, 2001. Because the Company does
not currently hold any derivative investments, the adoption of this statement
is not expected to have an impact on the financial statements.

Securities and Exchange Commission Staff Accounting Bulletin No. 99 ("SAB
99"), "Materiality," was issued in September 1999 and discusses materiality in
the financial statements. SAB 99 emphasizes that quantitative measurements
should be coupled with a qualitative analysis when assessing and evaluating
materiality. It further states that known, recurring errors should not be
permitted. The Company believes that it is currently in compliance with this
bulletin.

F-34
<PAGE>

Appendix A

AGREEMENT AND PLAN OF REORGANIZATION

By and Among

GOLD BANC CORPORATION, INC.

GOLD BANC ACQUISITION CORPORATION XI, INC.

and

AMERICAN BANCSHARES, INC.

September 6, 1999
<PAGE>

TABLE OF CONTENTS

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

ARTICLE II............................................................... A-6
Section 2.1 The Merger.............................................. A-6
Section 2.2 Effective Time of the Company Merger.................... A-6
Articles of Incorporation, Bylaws, Directors and
Section 2.3 Officers............................................... A-6
Section 2.4 Effect of Company Merger................................ A-6
Section 2.5 Further Assurances...................................... A-6
Section 2.6 Conversion of Acquisition Subsidiary Common Stock....... A-6
Section 2.7 Effect of Merger on Company Common Stock................ A-7
Section 2.8 Exchange of Certificates................................ A-7
Section 2.9 Closing of the Company Transfer Books................... A-7
Section 2.10 Voting and Dividends.................................... A-8
Section 2.11 Stockholders' Approval.................................. A-8
Section 2.12 Adjustments............................................. A-8
Section 2.13 Voting Agreements....................................... A-9
Decrease in Exchange Ratio for Failure to Achieve
Section 2.14 Financial Measures..................................... A-9

ARTICLE III.............................................................. A-9
Section 3.1 Organization and Active Status.......................... A-9
Section 3.2 Capital Structure....................................... A-10
Section 3.3 Authority............................................... A-11
Section 3.4 Stockholder Approval.................................... A-11
Section 3.5 No Violations........................................... A-11
Section 3.6 SEC Documents and Financial Statements.................. A-12
Section 3.7 Information Supplied.................................... A-12
Section 3.8 Internal Controls and Records........................... A-13
Section 3.9 Taxes................................................... A-13
Section 3.10 Title to Assets......................................... A-13
Section 3.11 Leases.................................................. A-14
Section 3.12 Intangible Properties................................... A-14
Section 3.13 Regulatory Filings...................................... A-14
Section 3.14 Insurance............................................... A-15
Section 3.15 Compliance with ERISA................................... A-15
Section 3.16 Environmental Laws...................................... A-15
Section 3.17 Labor Matters........................................... A-16
Section 3.18 Year 2000 Compliance.................................... A-16
Section 3.19 Legal Proceedings....................................... A-16
Section 3.20 Material Contracts...................................... A-16
Section 3.21 Required Consents....................................... A-17
Section 3.22 Broker's Fees........................................... A-17
Section 3.23 No Material Adverse Change.............................. A-17
Section 3.24 Absence of Certain Events............................... A-17
Section 3.25 Loans................................................... A-18
Section 3.26 Opinion of Financial Advisers........................... A-18
Section 3.27 Accounting Matters...................................... A-18
Section 3.28 Beneficial Ownership of Gold Banc Common Stock.......... A-18
</TABLE>

A-ii
<PAGE>

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
Section 3.29 Undisclosed Liabilities; Adverse Agreements.............. A-18
Section 3.30 No Dissenter's Rights.................................... A-18
Section 3.31 Deductibility of Severance Payments...................... A-18
Section 3.32 Full Disclosure.......................................... A-19

ARTICLE IV................................................................ A-19
Section 4.1 Corporate................................................ A-19
Section 4.2 Capital Structure........................................ A-19
Section 4.3 Authority................................................ A-20
Section 4.4 Stockholder Approval..................................... A-21
Section 4.5 Status of Gold Banc Common Stock to be Issued............ A-21
Section 4.6 No Violation............................................. A-21
Section 4.7 SEC Documents............................................ A-22
Section 4.8 Information Supplied..................................... A-22
Section 4.9 Internal Controls and Records............................ A-22
Section 4.10 Taxes.................................................... A-22
Section 4.11 Regulatory Filings....................................... A-23
Section 4.12 Compliance with ERISA.................................... A-23
Section 4.13 Environmental Laws....................................... A-23
Section 4.14 Year 2000 Compliance..................................... A-24
Section 4.15 Legal Proceedings........................................ A-24
Section 4.16 Required Consents........................................ A-24
Section 4.17 Broker's Fees............................................ A-24
Section 4.18 No Material Adverse Change............................... A-24
Section 4.19 Undisclosed Liabilities; Adverse Agreements.............. A-24
Section 4.20 Disclosure............................................... A-24
Section 4.21 Ownership of Company Common Stock........................ A-25
Section 4.22 Material Contracts....................................... A-25
Section 4.23 Continuation of the Bank's Identity and Directors........ A-25

ARTICLE V................................................................. A-25
Section 5.1 Affirmative Covenants of the Company..................... A-25
Section 5.2 Negative Covenants of the Company........................ A-25
Section 5.3 Inspection............................................... A-27
Section 5.4 Financial Statements and Call Reports.................... A-27
Section 5.5 Reserved................................................. A-27
Section 5.6 Right to Attend Meetings................................. A-27
Section 5.7 Data Processing.......................................... A-27
Section 5.8 No Solicitation.......................................... A-27
Section 5.9 Regulatory Approvals..................................... A-28
Section 5.10 Information.............................................. A-28
Section 5.11 Tax-Free Reorganization Treatment........................ A-28
Section 5.12 Pooling-of-Interests Accounting Treatment................ A-28
Section 5.13 Cooperation by the Company............................... A-28
Section 5.14 Year 2000 Compliance..................................... A-29
Section 5.15 Proxy Statement and Registration Statement............... A-29
Section 5.16 Confidentiality.......................................... A-29
Section 5.17 Employee Benefit Plans................................... A-29
Section 5.18 Deductibility of Severance Payments...................... A-29
Section 5.19 Company Employment Agreements............................ A-30
Section 5.20 Achievement of Financial Measures........................ A-30
Section 5.21 Company's Accounting of Merger Expenses.................. A-30
</TABLE>

A-iii
<PAGE>

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
ARTICLE VI................................................................ A-30
Section 6.1 Regulatory Approvals..................................... A-30
Section 6.2 Information.............................................. A-30
Section 6.3 Tax-Free Reorganization Treatment........................ A-30
Section 6.4 Employee Benefit Plans; Prior Service Credit............. A-30
Section 6.5 Assumption of Company Stock Options...................... A-30
Section 6.6 Confidentiality.......................................... A-32
Section 6.7 Pooling-of-Interest Accounting........................... A-32
Section 6.8 Cooperation by Gold Banc and Acquisition Subsidiary...... A-32
Section 6.9 Year 2000 Compliance..................................... A-32
Section 6.10 Nasdaq Listing........................................... A-32
Section 6.11 Continuation of Business................................. A-32
Section 6.12 Election of Bank Directors............................... A-32

ARTICLE VII............................................................... A-32
Section 7.1 Representations, Warranties and Covenants................ A-32
Section 7.2 Regulatory Authority Approval............................ A-33
Section 7.3 Litigation............................................... A-33
Section 7.4 Approval by Stockholders................................. A-33
Section 7.5 Adverse Changes.......................................... A-33
Section 7.6 Federal Tax Opinion...................................... A-33
Section 7.7 Opinion of Counsel....................................... A-33
Section 7.8 Nasdaq Listing........................................... A-33
Section 7.9 Market Price of Gold Banc Common Stock................... A-33
Section 7.10 Fairness Opinion......................................... A-33
Section 7.11 Qualification for Pooling-of-Interest Treatment.......... A-33
Section 7.12 Registration Statement................................... A-34
Section 7.13 Payment of Merger Consideration.......................... A-34

ARTICLE VIII.............................................................. A-34
Section 8.1 Representations, Warranties and Covenants................ A-34
Section 8.2 Adverse Changes.......................................... A-34
Section 8.3 Regulatory Authority Approval............................ A-34
Section 8.4 Litigation............................................... A-34
Section 8.5 Financial Measures....................................... A-34
Section 8.6 Approval by Stockholders................................. A-35
Section 8.7 Tax Representations...................................... A-35
Section 8.8 Affiliate Agreements..................................... A-35
Section 8.9 Federal Tax Opinion...................................... A-35
Section 8.10 Opinion of Counsel....................................... A-35
Section 8.11 Qualification for Pooling-of-Interest Treatment.......... A-35
Section 8.12 Deductibility of Severance Payments...................... A-35

ARTICLE IX................................................................ A-36
Section 9.1 No Survival of Representations and Warranties............ A-36

ARTICLE X................................................................. A-36
Section 10.1 Registration Statement and Proxy Statement............... A-36
Section 10.2 State Securities Laws.................................... A-36
Section 10.3 Publication of Combined Financial Results................ A-37
Section 10.4 Indemnification by Gold Banc............................. A-37
Section 10.5 Indemnification by the Company........................... A-37
Section 10.6 Indemnification by the Surviving Corporation............. A-37
</TABLE>

A-iv
<PAGE>

<TABLE>
<S> <C>
ARTICLE XI................................................................. A-38
Section 11.1 Basis for Termination....................................... A-38
Section 11.2 Effect of Termination....................................... A-39
Section 11.3 Termination Fee; Other Fees................................. A-39
Section 11.4 Specific Performance........................................ A-39

ARTICLE XII................................................................ A-40
Section 12.1 Amendment................................................... A-40
Section 12.2 Extension: Waiver........................................... A-40
Section 12.3 Expenses.................................................... A-40
Section 12.4 Parties in Interest......................................... A-40
Section 12.5 Entire Agreement; Amendments; Waiver........................ A-40
Section 12.6 Obligation of Gold Banc..................................... A-40
Section 12.7 Notices..................................................... A-40
Section 12.8 Law Governing............................................... A-41
Section 12.9 Fiduciary Duties............................................ A-41

Signature Pages............................................................ A-42
</TABLE>

A-v
<PAGE>

Appendix A

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of
September 6, 1999, is made by and among GOLD BANC CORPORATION, INC., a Kansas
corporation ("Gold Banc"), GOLD BANC ACQUISITION CORPORATION XI, INC., a Kansas
corporation ("Acquisition Subsidiary"), and AMERICAN BANCSHARES, INC., a
Florida corporation (the "Company").

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

B. As a condition to Gold Banc entering into this Agreement, Gold Banc has
required that the Significant Shareholders (as defined herein) agree to enter
into a Voting Agreement dated the date hereof substantially in the form
attached hereto as Exhibit A.

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

AGREEMENT

ACCORDINGLY, in consideration of the premises, the mutual covenants and
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, the following terms
have the following meanings:

"280G Opinion Letter" shall have the meaning set forth in Section 8.12
hereof.

"401(k) Plan" shall have the meaning set forth in Section 5.17 hereof.

"ABICT" means the ABI Capital Trust, a Delaware business trust formed by the
Company on May 21, 1998.

"ABICT Common Securities" shall have the meaning set forth in Section 3.2(c)
hereof.

"ABICT Preferred Securities" shall have the meaning set forth in Section
3.2(c) hereof.

"Acquisition Proposal" means any proposal for a tender or exchange offer, a
merger, consolidation or other business combination, recapitalization,
liquidation, dissolution or similar transaction involving the Company or any
Subsidiary, or any proposal or offer to acquire in any manner, directly or
indirectly, a material equity interest in, or a material amount of voting
securities of (with the acquisition of beneficial ownership of 15% or more of
the Company's or any Subsidiary's voting securities being deemed to be material
for this purpose), or, outside the ordinary course of business, any sale of a
significant amount of assets of, the Company or any Subsidiary, or similar
transactions involving the Company or any Subsidiary, other than the Merger.

A-1
<PAGE>

"Acquisition Subsidiary" means Gold Banc Acquisition Corporation XI, Inc.,
a Kansas corporation, and its successors and assigns.

"Acquisition Subsidiary Common Stock" shall have the meaning set forth in
Section 2.6 hereof.

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

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

"Agreement" means this Agreement and Plan of Reorganization.

"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 Determination Date.

"Bank" means American Bank, a Florida banking corporation.

"BHC Act" means the Banking Holding Company Act of 1956, as amended, and
the regulations promulgated hereunder.

"Business Day" means a day other than Saturday, Sunday or another day on
which commercial banks in Kansas or Florida 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 thereunder.

"Company" means American Bancshares, Inc., a Florida corporation, and its
successors and assigns.

"Company Common Stock" means the common stock, par value $1.175 per share,
of the Company.

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

"Company Plans" shall have the meaning set forth in Section 3.15 hereof.

"Company Preferred Stock" means the preferred stock, $1.175 par value per
share, of the Company.

"Company SEC Documents" shall have the meaning set forth in Section 3.6
hereof.

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

"Company's Accountants" means PricewaterhouseCoopers LLP, and its
successors.

"Company's Counsel" means Carlton, Fields, Ward, Emmanuel, Smith & Cutler,
P.A., and its successors.

"Confidentiality Agreement" means the Confidentiality Agreement, dated
August 2, 1999, by and between Gold Banc and the Company.

"Consent" means a consent, approval, authorization, waiver or notification
from any Person or Governmental Entity.

A-2
<PAGE>

"Contract" means any contract, agreement, mortgage, deed of trust,
indenture, instrument, promissory note, lease 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.

"Determination Date" means the date on which the last of the following
occurs: (i) the effective date (including the expiration of any applicable
waiting period by Law) of the last required Consent or Order of any
Governmental Entity having authority over and approving or exempting the
Merger, and (ii) the date on which the stockholders of both the Company and
Gold Banc have both approved this Agreement and the Merger.

"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 2.8(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.

"Finance" means Freedom Finance Company, a Florida corporation, and its
successors and assigns.

"FBCA" means the Florida Business Corporation Act, as amended from time to
time.

"GAAP" means United States generally accepted accounting principles,
applied on a basis consistent with prior periods, as in effect on the date of
this Agreement, applicable to banks, savings associations, or bank holding
companies, as the case may be. 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.

"GBC Florida, Inc." shall have the meaning set forth in Section 2.3(a)
hereof.

"Gold Banc" means Gold Banc Corporation, Inc., a Kansas corporation, and
its successors and assigns.

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

"Gold Banc Confidential Information" shall have the meaning set forth in
Section 5.16 hereof.

"Gold Banc Plans" shall have the meaning set forth in Section 4.12 hereof.

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

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

"Gold Banc Subsidiaries" shall have the meaning set forth in Section 4.1(c)
hereof.

"Gold Banc's Accountants" means KPMG LLC, and its successors.

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

A-3
<PAGE>

"Governmental Entity" means any federal, state or local government, any of
its subdivisions, agencies, authorities, commissions, boards or bureaus, and
any federal, state or local court or tribunal.

"IRS" means the United States Internal Revenue Service.

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

"Laws" means any federal, state, local, municipal or other constitution,
statute, rule, regulation or ordinance or common law of any state.

"Lease" means any Real Property Lease or Personal Property Lease.

"Leased Facilities" shall have the meaning set forth in Section 3.11(a)
hereof.

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

"License" means any permit, license, variance, exemption, order, franchise
or approval from any Person or Governmental Entity.

"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.

"Material Adverse Effect" or "Material Adverse Change" 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
financial position, business, 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 Florida 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.

"OREO" means other real estate owned.

"Order" means any order, judgment, injunction, decree, determination or
award of any Governmental Entity or arbitrator.

"Person" means any natural person, corporation, partnership, limited
liability company, trust, unincorporated organization or other entity.

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

"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.

A-4
<PAGE>

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

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

"Rule 4460" shall have the meaning set forth in Section 4.3(a) hereof.

"SEC" means the United States Securities and Exchange Commission and the
staff thereof.

"Securities Act" means the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder as in effect at the applicable time.

"Significant Stockholders" means, collectively, J. Gary Russ, Ronald L.
Larson, Timothy I, Miller, Dan E. Molter, Kirk D. Moudy, Lynn B. Powell III,
Walter L. Presha, R. Jay Taylor and Edward D. Wyke, and their heirs, successors
and assigns.

"Subsidiaries" means, collectively, the Bank, ABICT and Finance, and
"Subsidiary" means any one of the Subsidiaries.

"Surviving Corporation" shall have the meaning set forth in Section 2.1
hereof.

"Termination Fee" shall have the meaning set forth in Section 11.3 hereof.

"Total Equity Capital" means, with respect to any Person, the sum of
outstanding capital stock, paid in capital, retained earnings and current year
earnings, all determined in accordance with GAAP, but excluding any FAS 115
adjustments.

"Year 2000 Compliant" means the ability to perform date sensitive functions
for all dates before and after January 1, 2000.

"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.

Section 1.2 Construction.

(a) Unless the context otherwise requires or unless otherwise provided
herein the terms defined in this Agreement which refer to a particular
agreement, instrument or document also refer to and include all renewals,
extensions, modifications, amendments, and restatements of such agreement,
instrument or document.

(b) As used in this Agreement, accounting terms not defined in Section
1.1, and accounting terms partly defined in Section 1.1 to the extent not
defined, shall have the respective meanings given to them under GAAP.

(c) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement. Section, subsection,
schedule and exhibit references are to this Agreement unless otherwise
specified. Whenever an item or items are listed after the word "including,"
such listing is not intended to be a listing that excludes items not
listed.

(d) Words of the masculine gender shall be deemed and construed to
include correlative words of the feminine and neuter genders. Unless the
context shall otherwise indicate, words importing the singular number shall
include the plural and vice versa, and words importing person shall include
individuals, corporations, partnerships, joint ventures, associations,
joint-stock companies, trusts, unincorporated organizations and governments
and any agency or political subdivision thereof.

A-5
<PAGE>

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 KGCC and the FBCA, at the Effective Time,
the Company shall be merged with and into Acquisition Subsidiary and the
separate existence and corporate organization of the Company shall thereupon
cease and the Company and Acquisition Subsidiary shall thereupon be a single
corporation. Acquisition Subsidiary shall be the surviving corporation in the
Merger (the "Surviving Corporation") and the separate corporate existence of
Acquisition Subsidiary shall continue unaffected and unimpaired by the Merger.

Section 2.2 Effective Time of the Company Merger. On the Closing Date (as
hereinafter defined), officers of the Company and Acquisition Subsidiary shall
execute and acknowledge appropriate certificates or articles of merger that
shall be filed with the Kansas Secretary of State and the Florida Secretary of
State in accordance with the KGCC and the FBCA. The Merger and the other
transactions contemplated by this Agreement shall become effective on the date
that such certificates or articles of merger have been filed with the Kansas
Secretary of State and the Florida Secretary of State in accordance with the
KGCC and the FBCA (the "Effective Time"). The Closing shall be on a day (the
"Closing Date") occurring not later than ten (10) days nor earlier than five
(5) days after the Determination Date at 10:00 a.m. at the office of Gold
Banc's Counsel, 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. Unless the Company and Gold Banc otherwise mutually
agree in writing, the parties to this Agreement shall use their best efforts to
cause the Effective Time to occur on the Closing Date or the next Business Day,
but in no event shall the Effective Time be more than three Business Days
following the Closing.

Section 2.3 Articles of Incorporation, Bylaws, Directors and Officers.

(a) The Articles of Incorporation and Bylaws of Acquisition Subsidiary
as in effect immediately prior to the Effective Time shall be and remain
the Articles of Incorporation and Bylaws of the Surviving Corporation from
and after the Effective Time until amended as provided by Law, except that
the name of the Surviving Corporation shall be changed to "GBC Florida,
Inc." at the Effective Time.

(b) The officers and directors of Acquisition Subsidiary shall continue
as the officers and directors of the Surviving Corporation from and after
the Effective Time, subject to the Bylaws of the Surviving Corporation and
applicable Laws.

Section 2.4 Effect of Company Merger. From and after the Effective Time, the
Merger shall have the effects on the Company and Acquisition Subsidiary set
forth in Section 607.1106 of the FBCA and Section 17-6709 of the KGCC.

Section 2.5 Further Assurances. If at any time after the Effective Time,
Acquisition Subsidiary shall consider it advisable that any further
conveyances, agreements, documents, instruments or assurances of law or other
actions or things are necessary or desirable to vest, perfect, confirm or
record in Acquisition Subsidiary the title to any property, rights, privileges,
powers, or franchises of the Company, the former Board of Directors and
officers of the Company may, and are hereby authorized to, execute and deliver
in the name and on behalf of the Company or otherwise, any and all proper
conveyances, agreements, documents, instruments, and assurances of law and do
all things necessary or proper to vest, perfect, or confirm title to such
property, rights, privileges, powers and franchises in Acquisition Subsidiary,
and otherwise to carry out the provisions of this Agreement.

Section 2.6 Conversion of Acquisition Subsidiary Common Stock. At the
Effective Time, each share of common stock, $1.00 par value per share, of
Acquisition Subsidiary ("Acquisition Subsidiary Common Stock") issued and
outstanding immediately prior to the Effective Time shall remain issued and
outstanding, and shall be unaffected by the Company Merger.

A-6
<PAGE>

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 or for debts previously contracted 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 issued and
outstanding at the Effective Time, of which 5,028,584 shares are issued and
outstanding as of the date hereof, shall cease to be outstanding and shall
be converted into and exchanged for the number of shares (the "Exchange
Ratio") of Gold Banc Common Stock determined by dividing $18.18 by the
Average Gold Banc Stock Price, with the Exchange Ratio being rounded to
four decimal places. Notwithstanding the foregoing, (i) if the Average Gold
Banc Stock Price is greater than $13.75, then the Exchange Ratio shall be
$18.18 divided by $13.75 and (ii) if the Average Gold Banc Stock Price is
less than $11.00, then the Exchange Ratio shall be $18.18 divided by
$11.00, in either case rounded to four decimal places. 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 on the Determination Date is less than
$10.00 or if the Company, the Bank or Finance fail to achieve any of the
financial measures set forth in Section 8.5 hereof, then Gold Banc and the
Company shall in good faith attempt to negotiate a mutually acceptable revised
Exchange Ratio; provided, however, that if a mutually acceptable revised
Exchange Ratio is not negotiated within five (5) Business Days following the
Determination Date, then the Company may terminate this Agreement as provided
in Section 11.1(h) hereof, or Gold Banc may terminate this Agreement as
provided in Section 11.1(d)(i) hereof, respectively.

Section 2.8 Exchange of Certificates.

(a) Gold Banc, on behalf of Acquisition Subsidiary, shall make available
to American Stock Transfer and Trust Co., which is hereby designated as the
exchange agent (the "Exchange Agents"), on or prior to the Closing Date,
such number of shares of Gold Banc Common Stock (and cash in lieu of
fractional shares) as shall be issuable or deliverable to the holders of
Company Common Stock in accordance with Section 2.7 hereof. As soon as
practicable after the Effective Time, Gold Banc, on behalf of the Exchange
Agents, shall mail to each holder of record of a certificate that
immediately prior to the Closing Date represented outstanding shares of
Company Common Stock (i) a form letter of transmittal and (ii) instructions
for effecting the surrender of certificates of Company Common Stock for
exchange into certificates of Gold Banc Common Stock. The Gold Banc Common
Stock into which the Company Common Stock is being converted in accordance
with Section 2.7(b) hereof shall be delivered to each stockholder of the
Company as set forth in a letter of transmittal.

(b) Notwithstanding any other provision herein, no fractional shares of
Gold Banc Common Stock and no certificates or scrip therefor or other
evidence of ownership thereof will be issued. All fractional shares of Gold
Banc Common Stock to which a holder of Company Common Stock would otherwise
be entitled to under Section 2.7 hereof shall be aggregated. If a
fractional share results from such aggregation, such stockholder shall be
entitled, after the Effective Time and upon the surrender of such
stockholder's certificate or certificates representing shares of Company
Common Stock, to receive from the Exchange 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, on behalf of Acquisition
Subsidiary, shall make available to the Exchange Agents, as required from
time to time, any cash necessary for this purpose.

Section 2.9 Closing of the Company Transfer Books. At the Effective Time,
the stock transfer books of the Company shall be closed and no transfer of
Company Common Stock shall thereafter be made.

A-7
<PAGE>

Section 2.10 Voting and Dividends.

(a) Until sixty (60) days after the Effective Time, former shareholders
of the Company shall be entitled to vote at any meeting of the stockholders
of Gold Banc the number of shares of Gold Banc Common Stock into which
their shares of the Company Common Stock are converted, regardless of
whether such holders have exchanged their certificates representing Company
Common Stock for certificates representing Gold Banc Common Stock in
accordance with the provisions of this Agreement.

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

Section 2.11 Stockholders' Approval.

(a) The Company agrees to submit this Agreement and the transactions
contemplated hereby to its stockholders for approval to the extent required
and as provided by Law and the 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
stockholders' meeting to obtain such approval to be held as soon as
reasonably practicable after the effective date of the Registration
Statement. Subject to the exercise of the fiduciary duties of the Company's
Board of Directors, the Company shall, through its Board of Directors,
recommend that the stockholders of the Company approve and adopt this
Agreement and the transactions contemplated hereby and shall use its
reasonable best efforts to secure such approval.

(b) Gold Banc agrees to submit this Agreement and the transactions
contemplated hereby to its stockholders for approval to the extent required
and as provided by Rule 4460 of the rules of Nasdaq. Subject to the
exercise of fiduciary duties by Gold Banc's Board of Directors, Gold Banc
shall, through its Board of Directors, recommend that the stockholders of
Gold Banc approve and adopt this Agreement and the transactions
contemplated hereby and shall use its reasonable best efforts to secure
such approval.

(c) Acquisition Subsidiary agrees to submit this Agreement and the
transactions contemplated hereby to its sole stockholder for approval to
the extent required and as provided by Law, the Articles of Incorporation
and Bylaws of Acquisition Subsidiary. Subject to the exercise of fiduciary
duties by Acquisition Subsidiary's Board of Directors, Acquisition
Subsidiary shall, through its Board of Directors, recommend that the
stockholders of Acquisition Subsidiary approve and adopt this Agreement and
the transactions contemplated hereby and shall use its reasonable best
efforts to secure such approval.

Section 2.12 Adjustments. If at any time during the period between the date
hereof and the Effective Time, any change in the number of 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 (in the case of a
stock dividend) or the effective date thereof (in the case of a stock split or
combination, or similar recapitalization for which a record date is not
established) during such period, the Exchange Ratio shall be proportionately
adjusted on a pro rata basis so as to prevent the dilutive effect of such
transaction on a percentage ownership basis.

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Section 2.13 Voting Agreements. Contemporaneously with the execution and
delivery of this Agreement, each of the Significant Stockholders and Gold Banc
shall execute and deliver the Voting Agreement in the form attached hereto as
Exhibit A.

Section 2.14 Decrease in Exchange Ratio for Failure to Achieve Financial
Measures.

(a) If by the Closing Date any of the Company, the Bank or Finance fail
to achieve any of the financial measures set forth in Section 8.5 hereof
and Gold Banc desires to waive compliance with such condition precedent and
consummate the Merger, then Gold Banc and the Company shall in good faith
attempt to negotiate a mutually acceptable revised Exchange Ratio, which
negotiations shall be based upon the formula set forth in Section 2.14(b)
hereof; provided, however, that if a mutually acceptable revised Exchange
Ratio is not negotiated within five (5) Business Days, then Gold Banc may
terminate this Agreement as provided in Section 11.1(d)(i) hereof.

(b) The basis of such negotiations shall be that the Exchange Ratio
otherwise determined as set forth in Section 2.7(b) hereof would be
decreased accordingly, on a pro rata basis, as follows: (i) multiplying the
aggregate dollar amount of the shortfalls (with shortfalls in the reserves
for loan and lease losses requirements set forth in Section 8.5(a) and (c)
hereof treated on an after-tax basis) in financial performance (without
duplication) by 3.38 (the multiple of book value being paid by Gold Banc);
(ii) subtracting the product obtained in (i) from $95,058,347 (which is not
adjusted for the cash proceeds from the exercise of stock options), the
nominal purchase price being paid by Gold Banc for the Company ($18.18 per
share X [5,028,584 outstanding shares of Company Common Stock + 200,148
shares under outstanding Company Stock Options]); (iii) dividing the
remainder obtained in (ii) by 5,228,732, the sum of the outstanding shares
of Company Common Stock and Company Stock Options, rounded to two decimal
places; and (iv) substituting the quotient obtained in (iii) in place of
"$18.18" everywhere it appears in Section 2.7(b) hereof.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties to
Gold Banc and Acquisition Subsidiary, each of which is true and correct on the
date hereof and will be true and correct as of the Effective Time, each of
which shall be unaffected by any investigation heretofore or hereafter made by
Gold Banc or Acquisition Subsidiary or their respective representatives.

Section 3.1 Organization and Active Status.

(a) Company. The Company is a corporation duly organized, validly
existing and in active status under the laws of the State of Florida with
all requisite corporate power and authority to own, lease and operate its
properties and conduct its business as it is now being conducted. The
Company is duly registered as a bank holding company under the BHC Act. The
Company has heretofore made available to Gold Banc and Acquisition
Subsidiary complete and correct copies of its 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 or its Subsidiaries, taken as a whole.

(b) Bank. The Bank is a wholly-owned subsidiary of the Company and is a
Florida banking corporation duly organized, validly existing and in active
status under the laws of the State of Florida, with all requisite corporate
power and authority to own, lease and operate its properties and conduct
its business as it is now being conducted. The Bank has heretofore made
available to Gold Banc and Acquisition Subsidiary complete and correct
copies of its Articles of Incorporation and Bylaws. The Bank is duly
qualified to do business in all states in which the conduct of its business
requires such qualification except where the failure to be so qualified is
not reasonably likely to have a Material Adverse Effect on the Bank.

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(c) ABICT. ABICT is a subsidiary of the Company and is a Delaware
business trust duly organized, validly existing and in good standing under
the laws of the State of Delaware, with all requisite trust power and
authority to own, lease and operate its properties and conduct its business
as it is now being conducted. ABICT has heretofore made available to Gold
Banc and Acquisition Subsidiary complete and correct copies of its
Certificate of Trust and Amended and Restated Trust Agreement. ABICT 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
ABICT.

(d) Finance. Finance is a subsidiary of the Company and is a Florida
corporation duly organized, validly existing and in active status under the
laws of the State of Florida, with all requisite power and authority to
own, lease and operate its properties and conduct its business as it is now
being conducted. Finance has heretofore made available to Gold Banc and
Acquisition Subsidiary complete and correct copies of its Articles of
Incorporation and Bylaws. Finance 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 Finance.

(e) The list of subsidiaries filed as Exhibit 21.1 to the most recently
filed Company SEC Document on Form 10-K for the fiscal year ended December
31, 1998, is a true and complete list of all of the Company's subsidiaries,
direct and indirect, as of the date hereof.

Section 3.2 Capital Structure.

(a) Company. As of the date hereof, the authorized capital stock of the
Company consists only of 20,000,000 shares of Company Common Stock, of
which 5,028,584 shares of Company Common Stock are issued and outstanding,
and 5,000,000 shares of Company Preferred Stock, of which no 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. Except for 199,098 shares of the Company Common Stock
reserved for issuance upon the exercise of outstanding options of the
Company (the "Company Stock Options"), as of the date of this Agreement,
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, Company Preferred Stock or any other securities
of the Company. There are not as of the date hereof and will not be as of
the Effective Time any stockholder agreements, voting trusts or other
agreements or understandings to which the Company is a party or by which it
is bound relating to the voting of any shares of the capital stock of the
Company which will limit in any way the solicitation of proxies by or on
behalf of the Company or Gold Banc from, or the casting of votes by, the
stockholders of the Company with respect to the Merger.

(b) Bank. The authorized capital stock of the Bank consists only of
4,000,000 shares of common stock, par value $1.175 per share, of which
2,382,570 shares are issued and outstanding. All of the issued and
outstanding shares of common stock of the Bank are owned beneficially and
of record by the Company, free and clear of all Liens. All outstanding
shares of common stock of the Bank are validly issued, fully paid and
nonassessable. There are no outstanding or authorized options, warrants,
agreements, subscriptions, calls, demands or rights of any character
relating to the capital stock of the Bank, whether or not issued, including
without limitation securities convertible into or evidencing the right to
purchase any common stock or any other securities of the Bank.

(c) ABICT. The capital of ABICT consists only of $503,000 of 8.5% Common
Securities ("ABICT Common Securities") issued and outstanding and
$16,752,000 of 8.5% Preferred Securities ("ABICT Preferred Securities")
issued and outstanding. All of the issued and outstanding ABICT Common
Securities are owned beneficially and of record by the Company, free and
clear of all Liens. All

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outstanding ABICT Common Securities are validly issued, fully paid and
nonassessable. There are no outstanding or authorized options, warrants,
agreements, subscriptions, calls, demands or rights of any character
relating to the capital of ABICT, whether or not issued, including without
limitation securities convertible into or evidencing the right to purchase
any ABICT Common Securities or ABICT Preferred Securities or any other
securities of ABICT.

(d) Finance. The authorized capital stock of Finance consists only of
10,000 shares of common stock, par value $0.01 per share, of which 100
shares are issued and outstanding. All outstanding shares of common stock
of Finance are owned beneficially and of record by the Company, free and
clear of all Liens. All outstanding shares of common stock of Finance 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 Finance, whether
or not issued, including without limitation securities convertible into or
evidencing the right to purchase any common stock or any other securities
of Finance.

Section 3.3 Authority. The Company has all requisite corporate power and
authority to execute and deliver this Agreement and all other agreements to be
executed and delivered by the Company pursuant hereto, and, subject, with
respect to consummation of the Merger, to approval of this Agreement and the
Merger by the stockholders of the Company in accordance with the FBCA and the
Company's Articles of Incorporation and Bylaws, to perform its obligations
hereunder and thereunder, and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of this Agreement and all other
agreements to be executed and delivered by the Company pursuant hereto and
thereto, the performance of its obligations hereunder and thereunder, and the
consummation of the transactions contemplated hereby and thereby, have been
duly authorized by all necessary corporate action on the part of the Company,
subject, with respect to consummation of the Merger, to such approval of this
Agreement and the Merger by the stockholders of the Company in accordance with
the FBCA. This Agreement has been, and all other agreements to be executed and
delivered by the Company will be prior to the Effective Time, duly executed and
delivered by the Company, subject, with respect to consummation of the Merger,
to approval of this Agreement and the Merger by the stockholders of the Company
in accordance with the FBCA, and (assuming due authorization, execution, and
delivery by Gold Banc and Acquisition Subsidiary) constitutes, or will
constitute, the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms (except in all
cases to the extent that such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting
the enforcement of Creditors' rights and remedies generally and except that the
availability of the equitable remedy of specific performance and injunctive
relief is subject to the discretion of the court before which any proceedings
may be brought).

Section 3.4 Stockholder Approval. The Board of Directors of the Company has
directed or will direct that this Agreement and the Merger contemplated hereby
be submitted to the Company's stockholders for approval at a meeting of such
stockholders and, except for adoption of this Agreement by the requisite vote
of the Company's stockholders, no other stockholder action is necessary to
approve this Agreement and to consummate the Merger contemplated hereby. The
Board of Directors will recommend that the stockholders approve this Agreement
and the Merger contemplated hereby, subject to their fiduciary duties. The
affirmative vote of the holders of a majority of the outstanding shares of
Company Common Stock is the only vote of the holders of any class or series of
the Company's capital stock necessary to approve this Agreement, and to
consummate the Merger and the transactions contemplated hereby. No approval of
a number of outstanding shares of capital stock of the Company greater than
that required by the relevant statutory provisions is required for approval of
this Agreement and the consummation of the Merger and the transactions
contemplated hereby.

Section 3.5 No Violations.

(a) The execution and delivery of this Agreement and all other agreements to
be executed and delivered by the Company pursuant hereto, the performance of
the Company's obligations hereunder and thereunder, and the consummation of the
transactions contemplated hereby and thereby, will not conflict with, violate
or

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constitute a breach or default under (i) the Articles of Incorporation or
Bylaws or other organizational documents of the Company or any Subsidiary,
(ii) any provision of any Contract, Lien, Order or other restriction of any
kind or character to which the Company or any Subsidiary is a party, or by
which the Company or any Subsidiary, or any of their assets, is bound or
(iii) result in the creation or imposition or any Lien upon the capital
stock or the assets of the Company or any Subsidiary; except in the case of
Sections 3.5 (a)(ii) and (iii), such conflicts, violations, breaches or
defaults which are not reasonably likely to have a Material Adverse Effect
on the Company or its Subsidiaries, taken as a whole.

(b) The Company and the Subsidiaries are not currently in violation,
breach or default of, and the consummation of the transactions contemplated
hereby will not, subject to obtaining all required regulatory approvals and
making all required state and federal securities law filings, cause any
violation, breach or default of, any Laws, Orders, or Contracts applicable
to the Company or any of the Subsidiaries except for any violations,
breaches or defaults that are not reasonably likely to have a Material
Adverse Effect on the Company and its Subsidiaries, taken as a whole.

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

Section 3.6 SEC Documents and Financial Statements. The Company has filed
and made available to Gold Banc and Acquisition Subsidiary a true and complete
copy of each report, schedule, registration statement and definitive proxy
statement filed by the Company with the SEC since January 1, 1996 (the "Company
SEC Documents"), which are all the documents (other than preliminary material)
that the Company was required to file with the SEC since such date. As of their
respective dates, each of the Company SEC Documents complied in all material
respects with the requirements of the Securities Act or the Exchange Act, as
the case may be, and the rules and regulations of the SEC thereunder applicable
to such Company SEC Documents, and none of the Company SEC Documents contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading (except
any statements or omissions therein which were corrected or otherwise disclosed
or updated in a subsequent Company SEC Document). The audited financial
statements and the unaudited financial statements of the Company (including in
each case, the notes thereto) contained in the Company SEC Documents filed on
Form 10-K (or Form 10-KSB) or Form 10-Q (or Form 10-QSB), including Company SEC
Documents filed subsequent to the date hereof on such forms, (i) are or will be
prepared in accordance with GAAP (except as may be indicated in the notes to
such financial statements or, in the case of unaudited financial statements, as
permitted by Form 10-Q or Form 10-QSB, as the case may be, and by Rule 10-01 of
Regulation S-X promulgated by the SEC), and (ii) present or will present fairly
the consolidated financial position of the Company and its Subsidiaries as of
their respective dates and the consolidated results of operations and cash
flows for the periods indicated (except that the unaudited interim financial
statements were or are subject to normal and recurring year-end adjustments,
and except for the absence of certain footnote information in the unaudited
statements). Reserves for the Company's current and deferred federal and state
income tax liabilities have been accrued in accordance with GAAP. Neither the
Company nor either of the Subsidiaries has any material liability or obligation
of a type which would be included in a balance sheet prepared in accordance
with GAAP whether related to tax or non-tax matters, accrued or contingent, due
or not yet due, liquidated or unliquidated, or otherwise, except and to the
extent disclosed or reflected in the financial statements included in the
Company SEC Documents.

Section 3.7 Information Supplied. None of the information supplied or to be
supplied by the Company for inclusion or incorporation by reference in (i) the
Registration Statement will, at the time the Registration Statement becomes
effective under the Securities Act or at the Effective Time, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the

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statements therein not misleading, and (ii) the Proxy Statement will, at the
date mailed to stockholders of the Company and Gold Banc or at the times of the
meetings of such stockholders to be held in connection with the Merger, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading, other than information supplied or required to be supplied by Gold
Banc and Acquisition Subsidiary.

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

Section 3.9 Taxes. The Company and the Subsidiaries each have timely filed,
or requests for extensions have been timely filed for, all tax returns required
to be filed by them through the date hereof, and the Company and the
Subsidiaries have timely paid and discharged all taxes shown to be due on such
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 appropriate Subsidiary 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. The Company has not been advised that the IRS or any other Governmental
Entity or taxing authority or agency is now asserting, either through audits,
administrative proceedings, court proceedings or otherwise, or threatening to
assert against the Company or any Subsidiary, any deficiency or claim for
additional taxes. Neither the Company nor any Subsidiary has granted any waiver
of any statute of limitations with respect to, or any extension of a period for
the assessments of, any tax. There are no tax liens on any assets (excluding
OREO properties) of the Company or any Subsidiary other than Liens for taxes
which are not yet due and payable. Neither the Company nor any Subsidiary has
received a ruling or entered into an agreement with the IRS or any other
Governmental Entity or taxing authority or agency that is reasonably likely to
have a Material Adverse Effect on the Company and its Subsidiaries, taken as a
whole. Immediately after the consummation of the Merger (and without regard to
any actions that may be taken by Gold Banc or the Surviving Corporation
following the Merger), the interest paid on subordinated debentures issued by
the Company to ABICT will be deductible by the Surviving Corporation to the
same extent deductible by the Company as of the date hereof as interest
payments for federal income tax purposes.

Section 3.10 Title to Assets. The Company and the Subsidiaries have good and
marketable title to and possession of all their respective material real and
personal properties and assets reflected in the Company's financial statements
as being owned by the Company or its Subsidiaries, in each case free and clear
of any Liens (except as reflected on the Company's consolidated financial
statements, and except for (i) Liens for current taxes and assessments not yet
due and payable, (ii) inchoate mechanic and materialmen's Liens for
construction in progress, (iii) workmen's, repairmen's, warehousemen's, and
carrier's and other similar Liens arising in the ordinary course of business,
(iv) for depository institutions, pledges to secure deposits, (v) other Liens
incurred in the ordinary course of the banking business, and (vi) such
imperfections or irregularities of title or Liens as do not materially affect
the use of such assets or property which are subject thereto, or affect the
business and operations of the Company and its Subsidiaries, taken as a whole).
Schedule 3.10 hereto contains or incorporates by reference a complete list of
all real property owned by the Company or any subsidiary (other than OREO
properties acquired and held by the Bank in the ordinary course of business).
Except as set forth in the Company SEC Documents or Schedule 3.10, since June
30, 1999, neither the Company nor any of the Subsidiaries has entered into any
agreement or commitment to sell any property, real or personal, or any other
assets of the Company or any of the Subsidiaries other than in the ordinary
course of business, nor has the Company nor any of the Subsidiaries made any
commitment or taken or failed to take any action which would cause any Lien to
attach to any property, other than such Liens which are not reasonably likely
to have a Material Adverse Effect on the Company and its Subsidiaries, taken as
a whole.

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Section 3.11 Leases.

(a) Schedule 3.11(a) hereof contains or incorporates by reference a list
of all real property leases (the "Real Property Leases") to which the
Company or any of the Subsidiaries is a party, either as lessor or lessee
(the facilities subject to such Real Property Leases being referred to as
the "Leased Facilities"). Each of the Real Property Leases is in full force
and effect and neither the Company nor any of the Subsidiaries nor, to the
Company's knowledge, any other party thereto has committed any default
thereunder. Neither the Company nor any of the Subsidiaries is subject to
any increase in rentals or other costs in connection with any Leased
Facility of which the Company or any of the Subsidiaries is lessee which is
not provided for in the applicable Real Property Lease. No Consent is
necessary under the terms of any such Lease in connection with the
consummation of the transactions contemplated hereby.

(b) Schedule 3.11(b) hereof contains a list of all Leases with respect
to personal property involving an obligation in excess of $15,000 on an
annual basis or $30,000 in the aggregate (the "Personal Property Leases")
to which the Company or any of the Subsidiaries is a party, either as
lessor or lessee (the personal property subject to such Personal Property
Leases being referred to as the "Leased Personal Property"). Each of the
Personal Property Leases is in full force and effect and neither the
Company nor any of the Subsidiaries nor, to the Company's knowledge, any
other party thereto has committed any material default thereunder. Neither
the Company nor any of the Subsidiaries is subject to any increase in
rentals or other costs in connection with any Leased Personal Property of
which the Company or any of the Subsidiaries is lessee which is not
provided for in the applicable Personal Property Lease. No Consent is
necessary under the terms of any such Lease in connection with the
consummation of the transactions contemplated hereby.

Section 3.12 Intangible Properties.

(a) None of the assets of the Company or any of the Subsidiaries is
subject to any patent or patent application, copyright or copyright
application, trademark or trademark application, or similar evidence of
ownership or the right to the use thereof by any third party, except for
software duly licensed to the Company or its Subsidiaries in the ordinary
course of business.

(b) To their knowledge, neither the Company nor any of the Subsidiaries
has infringed upon 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. Neither the
Company nor any Subsidiary has 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 material patents, copyrights, trademarks, trade names and service
marks, both foreign and domestic, which are necessary to operate or conduct
the business of the Company and its Subsidiaries. The Company or one or
more of the Subsidiaries owns or possesses licenses or other legal rights,
necessary to use such patents, copyrights, trademarks, trade names and
service marks, except for those the absence of which is not reasonably
likely to have a Material Adverse Effect on the Company and its
Subsidiaries, taken as a whole.

(d) The Company and each of the Subsidiaries have the right to use all
data and information (including without limitation confidential
information, trade secrets and know-how) necessary to permit the conduct
from and after the Effective Time of the business of the Company and each
of the Subsidiaries, as such business is and has been normally conducted.

Section 3.13 Regulatory Filings. The Company and each of the Subsidiaries
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 Subsidiaries, to the Company's knowledge no Governmental Entity has
initiated any proceeding or investigation into the business or operations of
the Company or any of the Subsidiaries. To the Company's knowledge there is no
unresolved violation, criticism, or exception by any Governmental Entity with
respect to any written report or statement

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relating to any examinations of the Company or any of the Subsidiaries. The
Company has made available to Gold Banc and Acquisition Subsidiary all reports
of examinations conducted by any Governmental Entity with respect to the
Company or any of the Subsidiaries during the preceding three (3) years. To the
extent permitted by Law, the Company also will make available to Gold Banc and
Acquisition Subsidiary any subsequent reports of examination received from any
Governmental Entity between the date hereof and the Effective Time.

Section 3.14 Insurance. Complete and correct copies of all policies of fire,
product or other liability, workers' compensation and other similar forms of
insurance owned or held by the Company and the Subsidiaries have been delivered
or made available to Gold Banc and Acquisition Subsidiary. Subject to
expirations and renewals of insurance policies in the ordinary course of
business, all such policies are in full force and effect, all premiums with
respect thereto covering all periods up to and including the date as of which
this representation is being made have been paid, and no notice of cancellation
or termination has been received with respect to any such policy. The insurance
policies to which the Company and the Subsidiaries are parties are sufficient
for compliance with all requirements of Law and all material agreements to
which the Company or any of the Subsidiaries is a party, except for any
noncompliance that would not have a Material Adverse Effect on the Company and
its Subsidiaries, taken as a whole, and will be maintained by the Company and
the Subsidiaries until the Effective Time. Neither the Company nor any of the
Subsidiaries has been refused any insurance with respect to any 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 three (3)
years.

Section 3.15 Compliance with ERISA. Neither the Company nor any of the
Subsidiaries has established, maintained or contributed at any time during the
three-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 and Acquisition
Subsidiary together with (i) all determination letters received in respect of
any qualified plans, and (ii) all required reports and supporting schedules
filed with any Governmental Entity in respect of the Company Plans for the
three most recent years ending on or before the date hereof. The Company Plans
and each fiduciary (as defined in Section 3(21) of ERISA) of the Company Plans
are in compliance in all material respects with all applicable requirements
(including nondiscrimination requirements in effect as of the date hereof) of
the Code, including, but not limited to, Sections 79, 105, 106, 125, 401, 501,
and 4975 of the Code. For purposes of this Section 3.15, noncompliance with the
Code or ERISA is material if such noncompliance could have a Material Adverse
Effect on the condition of one or more of the Company Plans or of the Company
and the Subsidiaries, either as of the date hereof or upon discovery of the
noncompliance. All required contributions to the Company Plans through the date
hereof have been made. The Company and the Subsidiaries (each with respect to
the Company Plans), as well as the Company Plans, have no material current or,
to the knowledge of the Company, threatened liability of any kind to any
Person, including but not limited to any Governmental Entity, as of the date
hereof, other than for the payment of benefits in the ordinary course.

Section 3.16 Environmental Laws. To the best knowledge of the Company: (i)
the operations of the Company and each of the Subsidiaries comply in all
material respects with all applicable federal, state and local environmental
Laws and neither the condition of any property owned by the Company or any of
the Subsidiaries nor the operation of the business of any of such entities
violates in any material respect any applicable environmental Law; (ii) none of
the operations of the Company or any of the Subsidiaries is subject to any
judicial or administrative proceeding alleging the violation of any
environmental health or safety Law nor is it the subject of any claim alleging
damages to health or property pursuant to which the Company or any of the
Subsidiaries may be liable; (iii) none of the operations of the Company or any
of the Subsidiaries nor any of the properties owned by the Company or any of
the Subsidiaries is the subject of any federal, state or local investigation in
evaluating whether any remedial action is needed to respond to a release or
threatened release of any hazardous waste or substance from whatever source;
(iv) no condition or event has occurred

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which, with notice or the passage of time or both, would constitute a material
violation of any environmental Law and neither the Company nor any of the
Subsidiaries has any Liability in connection with the storage or use of any
pollutants, contaminants or hazardous or toxic waste, substances or materials
on or at any location owned or leased by the Company or any of the
Subsidiaries; (v) there are no underground storage tanks now or heretofore
located on any real property owned or leased by the Company or any of the
Subsidiaries; (vi) neither the Company nor any of the Subsidiaries has ever
been notified by a Governmental Entity, or any private party, that the Company
or any of the Subsidiaries is a potentially responsible party for remedial
costs spent addressing the release, or threat of a release, of a hazardous
substance into the environment pursuant to the Comprehensive Environmental
Response, Compensation or Liability Act, 42 U.S.C. (S)(S) 9601, et seq. or any
corresponding state law.

Section 3.17 Labor Matters.

(a) The Company and the Subsidiaries are in compliance in all material
respects 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 and its Subsidiaries, taken as a
whole.

(b) To the knowledge of the Company, there is no unfair labor practice
complaint against the Company or any of the Subsidiaries pending before the
National Labor Relations Board.

(c) Neither the Company nor any of the Subsidiaries is party to any
collective bargaining agreements and there is no labor strike, dispute,
slowdown, representation campaign or work stoppage actually pending or to
the knowledge of the Company threatened against or affecting the Company or
any of the Subsidiaries.

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

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

Section 3.18 Year 2000 Compliance. Each of the Company and the Subsidiaries
has (i) initiated a review and assessment of all areas material to its
business and operations (including those affected by suppliers and vendors)
that would reasonably be expected to be adversely affected by the Year 2000
Problem, (ii) developed a plan and time line for addressing the Year 2000
Problem on a timely basis, and (iii) to date, reasonably believes that all
computer applications that are material to the Company's and the Subsidiaries'
respective business and operations will be Year 2000 Compliant.

Section 3.19 Legal Proceedings. Except as disclosed on or incorporated by
reference in Schedule 3.19 hereof, there are no Actions pending or, to the
knowledge of the Company, threatened against or affecting the properties,
assets, rights or business of the Company or any of the Subsidiaries, or the
right to carry on or conduct their business, other than collection and
foreclosure Actions by the Bank in the ordinary course of business. To the
knowledge of the Company, there are no Actions pending or, threatened which
could prevent or interfere with the consummation of the transactions
contemplated by this Agreement.

Section 3.20 Material Contracts. Except as set forth on or incorporated by
reference in Schedule 3.20 hereof, neither the Company nor either of the
Subsidiaries is a party to or subject to any:

(a) employment, consulting, non-compete, severance or similar contract;

(b) bonus, deferred compensation, equity incentive, savings, profit
sharing, severance pay, pension or retirement plan or arrangement, except
for the Company Plans referenced in Section 3.15 hereof;

(c) agreement, contract or indenture relating to the borrowing of money
by the Company or the Subsidiaries, excluding items made in the ordinary
course of business (it being understood, with reference to the Bank, that
in the ordinary course of business includes, among other things,
agreements, contracts, and other instruments and commitments evidencing
deposit liabilities, the purchase of federal funds, sales of certificates
of deposits, advances from the Federal Reserve Bank or the Federal Home
Loan Bank, fully

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secured repurchase agreements, or agreements, contracts, and other
instruments, and commitments and understandings relating to borrowings or
guarantees made by the Bank in the ordinary course of its business);

(d) 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 any of the
Subsidiaries or which involve a payment by the Company or any of the
Subsidiaries of more than $15,000 on an annual basis, other than loans and
investments made in the ordinary course of business.

Section 3.21 Required Consents. Other than (i) in connection or compliance
with the provisions of applicable state corporate and securities Laws, the
federal securities Laws, and the rules of Nasdaq, (ii) Consents required from,
or notification to, or filings with Governmental Entities, and (iii) notices to
or filings with the IRS, or the Pension Benefit Guaranty Corporation with
respect to any employee benefit plans, and except as set forth in Schedule 3.21
hereof, no Consent of any Person or Governmental Entity is necessary for the
consummation by the Company or any of the Subsidiaries of this Agreement or any
of the transactions contemplated hereby, other than such Consent, which if not
obtained, would not be reasonably likely to have a Material Adverse Effect on
the Company.

Section 3.22 Broker's Fees. Other than the engagement of Advest, Inc.
described on Schedule 3.22 hereof, neither the Company, the Subsidiaries nor
any of the directors, trustees, officers or employees of the Company or any of
the Subsidiaries, has employed any broker or finder, or incurred any liability
for any broker's fees, commissions or finder's fees in connection with the
transactions contemplated by this Agreement.

Section 3.23 No Material Adverse Change. From June 30, 1999 until the date
hereof: there has been no Material Adverse Change in the Company and its
Subsidiaries, taken as a whole or in the relationship of the Company or any of
the Subsidiaries with respect to their employees, creditors, suppliers,
distributors, customers or others with whom they have business relationships
which are reasonably likely to have a Material Adverse Effect on the Company
and its Subsidiaries, taken as a whole.

Section 3.24 Absence of Certain Events. Except as contemplated by this
Agreement and set forth on or incorporated by reference in Schedule 3.24
hereof, since June 30, 1999, the Company and the Subsidiaries have conducted
their business only in the ordinary and usual course, and there has not been:
(i) any declaration, setting aside or payment of any dividend or other
distribution (whether in cash, stock or property) with respect to the capital
stock or other securities of, or other ownership interests in, the Company,
(ii) any amendment of any term of any outstanding security of the Company or
any of the Subsidiaries, (iii) any repurchase, redemption or other acquisition
by the Company or any of the Subsidiaries of any outstanding shares of capital
stock or other securities of, or other ownership interests in, the Company or
any of the Subsidiaries, (iv) any incurrence, assumption or guarantee by the
Company or any of the Subsidiaries of any indebtedness for borrowed money
(other than deposit liabilities, the purchase of federal funds, sales of
certificates of deposit, advances from the Federal Reserve Bank or the Federal
Home Loan Bank, or fully secured repurchase agreements); (v) any creation or
assumption by the Company or any of the Subsidiaries 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 or its Subsidiaries, taken as a whole;
(vi) any making of any material loan, advance or capital contributions to or
any material investment in any Person except for loans and investments made in
the ordinary course of business; (vii) any material change in any method of
accounting or accounting practice; (viii) any (a) grant of any severance or
termination pay to any director, officer, or employee of the Company or any of
the Subsidiaries, (b) entering into of any employment, deferred compensation or
other similar agreement (or any amendment to any such existing agreement) with
any director, officer or employee of the Company or any of the Subsidiaries,
(c) increase in benefits payable under any existing severance or termination
pay policies or employment agreements with any director, officer or employee of
the Company or any of the Subsidiaries or (d) increase in compensation, bonus
or other benefits payable to any director, officer or employee of the Company
or any of the Subsidiaries other than normal annual and merit raises consistent
with past practices; or (ix) any other transaction, commitment, dispute or
other event or condition (financial or otherwise) of any

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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 and the Subsidiaries, taken as a whole.

Section 3.25 Loans.

(a) Neither the Bank nor Finance is 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, Finance or the Bank or any
Governmental Entity, except as reflected on the OREO list or other list
previously provided to Gold Banc and Acquisition Subsidiary prior to the
date hereof;

(b) Neither the Company nor any Subsidiary is a party to any written or
oral loan agreement, note, or borrowing arrangement, including any loan
guaranty, with any present or former director or executive officer of the
Company or any Subsidiary, or any person, corporation or enterprise
controlling, controlled by or under common control with any of the
foregoing, except as reflected on the list previously provided to Gold Banc
and Acquisition Subsidiary prior to the date hereof;

(c) Neither the Company nor any Subsidiary is a party to any written or
oral loan agreement, note or borrowing arrangement in violation of any Law,
which violation is reasonably likely to result in a Material Adverse Effect
on the Company and the Subsidiaries, taken as a whole.

Section 3.26 Opinion of Financial Advisers. The Company has received the
written opinion of Advest, Inc., investment advisor to the Company, to the
effect that, as of the date hereof, the Exchange Ratio is fair, from a
financial point of view, to the holders of the Company Common Stock.

Section 3.27 Accounting Matters. Neither the Company nor any of the
Subsidiaries has through the date of this Agreement taken or agreed to take any
action that would prevent Gold Banc from accounting for the business
combination to be effected by the Merger as a pooling-of-interests.

Section 3.28 Beneficial Ownership of Gold Banc Common Stock. As of the date
hereof, neither the Company nor any of the Subsidiaries "beneficially owns" (as
defined in Rule 13d-3 under the Exchange Act) any Gold Banc Common Stock.

Section 3.29 Undisclosed Liabilities; Adverse Agreements.

(a) Except as disclosed in the Company SEC Documents or in the Schedules
hereto, or as disclosed in the Company's financial statements, there are no
liabilities of the Company or any of the Subsidiaries of any kind
whatsoever, whether accrued, contingent, absolute, determined, determinable
or otherwise, that are reasonably likely to have a Material Adverse Effect
on the Company and the Subsidiaries, taken as a whole or which were fully
incurred or paid after June 30, 1999 except in the ordinary course of
business consistent with past practices.

(b) Neither the Company nor any of the Subsidiaries is a party to any
Order which is reasonably likely to result in a Material Adverse Effect on
the Company or any of the Subsidiaries, taken as a whole.

Section 3.30 No Dissenter's Rights. The Company's Common Stock is designated
as a national market system security on the interdealer quotation system by the
National Association of Securities Dealers, Inc. and, under Section 607.1302(4)
of the FBCA, the stockholders of the Company are not entitled to any
dissenter's rights in the Merger.

Section 3.31 Deductibility of Severance Payments. Except as set forth on
Schedule 3.31, no severance or other payments to be made under the Employment
Agreements or otherwise by the Company, any of the Subsidiaries, Gold Banc, or
any of Gold Banc's subsidiaries in connection with the Merger or upon a change
in control of the Company will constitute non-deductible "parachute payments"
under Section 280G of the Code.

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Section 3.32 Full Disclosure Section. Copies of all material documents
heretofore or hereafter delivered or made available to Gold Banc or Acquisition
Subsidiary pursuant hereto are and will be complete and accurate. No
representation or warranty of the Company in this Agreement or any other
material document delivered pursuant hereto or any material statement,
document, certificate or exhibit furnished or to be furnished by the Company
pursuant to this Agreement or in connection with the transactions contemplated
hereby 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.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF GOLD BANC

Gold Banc hereby makes the following representations and warranties to the
Company, each of which is true and correct on the date hereof and shall be true
and correct as of the Effective Time, each of which shall be unaffected by any
investigation heretofore or hereafter made by the Company or its
representatives.

Section 4.1 Corporate.

(a) Gold Banc. Gold Banc is a corporation duly organized, validly
existing and in good standing under the laws of the State of Kansas with
all requisite corporate power and authority to own, lease and operate its
properties and conduct its business as it is now being conducted. Gold Banc
is duly registered as a bank holding company under the BHC Act. Gold Banc
is duly qualified and in good standing in all states where the conduct of
its business so requires except where failure to so qualify is not
reasonably likely to have a Material Adverse Effect on Gold Banc.

(b) Acquisition Subsidiary. Acquisition Subsidiary is a wholly-owned
subsidiary of the Company and is a corporation duly organized, validly
existing and in good standing under the laws of the State of Kansas.
Acquisition Subsidiary is duly qualified to do business in all states in
which the conduct of its business requires such qualification except where
the failure to be so qualified is not reasonably likely to have a Material
Adverse Effect on Acquisition Subsidiary.

(c) Other Gold Banc Subsidiaries. Except as disclosed in Schedule 4.1
hereto, the list of subsidiaries of Gold Banc filed by Gold Banc with its
most recent Gold Banc SEC Document on Form 10-K for the fiscal year ended
December 31, 1998, is a true and complete list of all of the Gold Banc
subsidiaries, direct and indirect (the "Gold Banc Subsidiaries"), as of the
date of this Agreement. Gold Banc or one of its subsidiaries owns all of
the issued and outstanding shares of capital stock of each of the Gold Banc
subsidiaries. All shares of the capital stock of each of the Gold Banc
Subsidiaries are fully paid and nonassessable under the applicable
corporate Law of the jurisdiction in which such Gold Banc Subsidiary is
incorporated or organized (except, in the case of Gold Banc Subsidiaries
that are national banks, for the assessment contemplated by 12 U.S.C. (S)
55), and are owned by Gold Banc or one of the other Gold Banc Subsidiaries.
Each of the Gold Banc Subsidiaries (i) is either a bank, a corporation, a
limited liability company or a Delaware business trust and is duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated or organized, (ii) is duly
qualified to do business and in good standing in all jurisdictions where
the character of its properties, assets owned, operated or leased by it, or
the nature of its activities make such qualification necessary, except
where the failure to be so qualified is not reasonably likely to have a
Material Adverse Effect on such Gold Banc Subsidiary, and (iii) has the
corporate power and authority to own, lease and operate its properties and
assets and to carry on its business as now conducted.

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

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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) Acquisition Subsidiary. The authorized capital stock of Acquisition
Subsidiary consists only of 1,000,000 shares of common stock, par value
$1.00 per share, of which 1,000 shares are issued and outstanding. All of
the issued and outstanding shares of common stock of Acquisition Subsidiary
are owned beneficially and of record, free and clear of all Liens, by Gold
Banc. All outstanding shares of common stock of Acquisition Subsidiary are
validly issued, fully paid and nonassessable.

Section 4.3 Authority.

(a) Gold Banc has all requisite corporate power and authority to enter
into this Agreement and all other agreements to be executed and delivered
by Gold Banc pursuant hereto, and, subject, with respect to consummation of
the Merger, to approval of this Agreement and the Merger by the
stockholders of Gold Banc in accordance with Rule 4460 of the National
Association of Securities Dealers' rules for issuers under Nasdaq ("Rule
4460"), to perform its obligations hereunder and thereunder, and to
consummate the transactions contemplated hereby and thereby. The execution
and delivery of this Agreement and all other agreements to be executed and
delivered by Gold Banc pursuant hereto and thereto, the performance of Gold
Banc's obligations hereunder and thereunder, and the consummation of the
transactions contemplated hereby and thereby, have been duly authorized by
all necessary corporate action on the part of Gold Banc, subject, with
respect to consummation of the Merger, to approval of this Agreement and
the Merger by the stockholders of Gold Banc in accordance with Rule 4460.
This Agreement has been, and all other agreements to be executed and
delivered by Gold Banc will be prior to the Effective Time, duly executed
and delivered by Gold Banc, subject, with respect to consummation of the
Merger, to such approval of the Agreement and the Merger by the
stockholders of Gold Banc in accordance with Rule 4460, and (assuming due
authorization, execution, and delivery by the Company) constitutes, or will
constitute, the legal, valid and binding obligations of Gold Banc,
enforceable against Gold Banc in accordance with their terms (except in all
cases to the extent that such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar Laws
affecting the enforcement of Creditor's rights and remedies generally and
except that the availability of the equitable remedy of specific
performance and injunctive relief is subject to the discretion of the court
before which any proceedings may be brought).

(b) Acquisition Subsidiary has all requisite corporate power and
authority to enter into this Agreement and all other agreements to be
executed and delivered by Acquisition Subsidiary pursuant hereto and,
subject, with respect to consummation of the Merger, to approval of this
Agreement and the Merger by the stockholders of Acquisition Subsidiary in
accordance with the KGCC, to perform its obligations hereunder and
thereunder, and to consummate the transactions contemplated hereby and
thereby. The execution and delivery of this Agreement and all other
agreements to be executed and delivered by Acquisition Subsidiary pursuant
hereto and thereto, the performance of Acquisition Subsidiary's obligations
hereunder and thereunder, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all necessary
corporate action on the part of Acquisition Subsidiary, subject, with
respect to consummation of the Merger, to approval of this Agreement and
the Merger by the stockholders of Acquisition Subsidiary in accordance with
the KGCC. This Agreement has been, and all other agreements to be executed
and delivered by Acquisition Subsidiary will be prior to the Effective
Time, duly executed and delivered by Acquisition Subsidiary, subject, with
respect to consummation of the Merger, to such approval of the Agreement
and the Merger by the stockholders of Acquisition Subsidiary in accordance
with the KGCC, and (assuming due authorization, execution, and delivery by
the Company) constitutes, or will constitute, the legal, valid and binding
obligations of Acquisition Subsidiary, enforceable against Acquisition
Subsidiary in accordance with their terms (except in all cases to the
extent that such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar Laws affecting the
enforcement of Creditor's rights and remedies generally and except that the
availability of the equitable remedy of specific performance and injunctive
relief is subject to the discretion of the court before which any
proceedings may be brought).

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Section 4.4 Stockholder Approval.

(a) The Board of Directors of Gold Banc has directed, or will direct,
that this Agreement and the transactions contemplated hereby be submitted
to Gold Banc's stockholders for approval at a meeting of such stockholders
and, except for adoption of this Agreement by the requisite vote of Gold
Banc's stockholders, no other Gold Banc stockholder action is necessary to
approve this Agreement and to consummate the transactions contemplated
hereby. The Board of Directors of Gold Banc will recommend that the Gold
Banc stockholders approve the transactions contemplated hereby, subject to
their fiduciary duties. The affirmative vote of the holders of a majority
of the shares of Gold Banc Common Stock represented at a meeting of Gold
Banc's stockholders at which a quorum is present is the only vote of the
holders of any class or series of Gold Banc's capital stock necessary to
approve this Agreement and to consummate the transactions contemplated
hereby. No approval of a number of outstanding shares of capital stock of
Gold Banc greater than that required by Rule 4460 is required for approval
of this Agreement and the consummation of the transactions contemplated
hereby.

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

Section 4.5 Status of Gold Banc Common Stock to be Issued. The shares of
Gold Banc Common Stock into which the Company Common Stock are to be exchanged
or converted pursuant to this Agreement will be, when delivered as specified in
this Agreement, validly authorized and issued, fully paid and nonassessable,
and registered pursuant to an effective registration statement under the
Securities Act.

Section 4.6 No Violation.

(a) The execution and delivery of this Agreement and all other
agreements to be executed and delivered by Gold Banc and Acquisition
Subsidiary pursuant hereto, the performance of the obligations of Gold Banc
and Acquisition Subsidiary hereunder and thereunder, and the consummation
of the transactions contemplated hereby and thereby, will not conflict
with, violate or constitute a breach or default under (i) the Articles of
Incorporation or Bylaws of Gold Banc or Acquisition Subsidiary (ii) any
provision of any Contract, Lien, Order or other restriction of any kind or
character to which Gold Banc or Acquisition Subsidiary is a party, or by
which Gold Banc or Acquisition Subsidiary, or any of their assets, is bound
or (iii) result in the creation or imposition of any Lien upon the capital
stock or the assets of Gold Banc or Acquisition Subsidiary 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 or Acquisition Subsidiary, taken as a whole.

(b) Gold Banc and Acquisition Subsidiary are not currently in violation,
breach or default of, and the consummation of the transactions contemplated
hereby will not, subject to obtaining all required regulatory approvals and
making all required state and federal securities law filings, cause any
violation, breach or default of, any Laws, Orders, or Contracts applicable
to Gold Banc or Acquisition Subsidiary except for any violations, breaches
or defaults that are not reasonably likely to have a Material Adverse
Effect on Gold Banc and Acquisition Subsidiary, taken as a whole.

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

Section 4.7 SEC Documents. Gold Banc has made available to the Company a
true and complete copy of each report, schedule, registration statement and
definitive proxy statement filed by Gold Banc with the SEC since January 1,
1996 (the "Gold Banc SEC Documents") which are all the documents (other than
preliminary material) that Gold Banc was required to file with the SEC since
such date. As of their respective dates, each of the Gold Banc SEC Documents
complied in all material respects with the requirements of the Securities Act
or the Exchange Act, as the case may be, and the rules and regulations of the
SEC thereunder applicable to such Gold Banc SEC Documents, and none of the Gold
Banc SEC Documents contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading (except any statements or omissions therein which were corrected
or otherwise disclosed or updated in a subsequent Gold Banc SEC Document). 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 were material) the consolidated financial position
of Gold Banc and its subsidiaries as of their respective dates and the
consolidated results of operations and the consolidated cash flows of Gold Banc
for the periods presented therein. Gold Banc has no material liability or
obligation of a type which would be included in a balance sheet prepared in
accordance with GAAP whether related to tax or non-tax matters, accrued or
contingent, due or not yet due, liquidated or unliquidated, or otherwise,
except and to the extent disclosed or reflected in the financial statements
included in the Gold Banc SEC Documents.

Section 4.8 Information Supplied. When considered in the aggregate, none of
the information supplied or to be supplied by Gold Banc for inclusion or
incorporation by reference in (i) the Registration Statement will, at the time
the Registration Statement becomes effective under the Securities Act or at the
Effective Time, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and (ii) the Proxy Statement will, at the
date mailed to stockholders of the Company and Gold Banc or at the times of the
meetings of such stockholders to be held in connection with the Merger, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading, other than information supplied or required to be supplied by the
Company.

Section 4.9 Internal Controls and Records. Gold Banc and the Gold Banc
Subsidiaries maintain books of account which accurately and validly reflect, in
all material respects, all loans, mortgages, collateral and other business
transactions and maintain accounting controls sufficient to ensure that all
such transactions are (i) in all material respects, executed in accordance with
its management's general or specific authorization, and (ii) recorded in
conformity with GAAP.

Section 4.10 Taxes. Gold Banc has timely filed, or requests for extensions
have been timely filed for, all tax returns required to be filed by them
through the date hereof, and Gold Banc has timely paid and discharged all taxes
shown to be due and has timely paid all other taxes as are due, except that
such as are being contested in good faith by appropriate proceedings and with
respect to which Gold Banc or the appropriate Gold Banc Subsidiary 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. Gold Banc has not been advised that the IRS or
any other Governmental Entity or taxing authority or agency is now

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asserting, either through audits, administrative proceedings, court proceedings
or otherwise, or threatening to assert against Gold Banc, any deficiency or
claim for additional taxes. Gold Banc has not granted any waiver of any statute
of limitations with respect to, or any extension of a period for the
assessments of, any tax. There are no tax liens on any assets (excluding OREO
properties) of Gold Banc other than liens for taxes which are not yet due and
payable. Gold Banc has not received a ruling or entered into an agreement with
the IRS or any other Governmental Entity or taxing authority or agency that
would have a Material Adverse Effect on Gold Banc or the Gold Banc
Subsidiaries, taken as a whole.

Section 4.11 Regulatory Filings. Gold Banc has timely filed all notices,
reports, registrations and statements with all Governmental Entities and has
paid all fees and assessments due and payable in connection therewith. Except
for normal examinations and reviews conducted by Governmental Entities in the
regular course of the business of Gold Banc, no Governmental Entity has
initiated any proceeding or investigation into the business or operations of
Gold Banc. To Gold Banc's knowledge, there is no unresolved material violation,
criticism, or exception by any Governmental Entity with respect to any written
report or statement relating to any examinations of Gold Banc. Gold Banc has
made available to the Company all reports of examinations conducted by any
Governmental Entity with respect to Gold Banc during the preceding three (3)
years. To the extent permitted by Law, Gold Banc will also make available to
the Company any subsequent reports of examination received from any
Governmental Entity between the date hereof and the Effective Time.

Section 4.12 Compliance with ERISA. Each employee benefit plan (as defined
in Sections 3(3) or 3(37) of ERISA) of Gold Banc or any of its subsidiaries or
other similar plan of Gold Banc or any of its subsidiaries with respect to
which any governmental filings are required (collectively, the "Gold Banc
Plans") and each fiduciary (as defined in Section 3(21) of ERISA) of the Gold
Banc Plans are in compliance in all material respects with all applicable
requirements (including nondiscrimination requirements in effect as of the date
hereof) of the Code, including, but not limited to, Sections 79, 105, 106, 125,
401, 501, and 4975 of the Code. For purposes of this Section 4.12,
noncompliance with the Code or ERISA is material if such noncompliance could
have a Material Adverse Effect on the condition of one or more of the Gold Banc
Plans or of Gold Banc and the Gold Banc Subsidiaries, taken as a whole, either
as of the date hereof or upon discovery of the noncompliance. All required
contributions to the Gold Banc Plans through the date hereof have been made.
Gold Banc and its subsidiaries (each with respect to the Gold Banc Plans), as
well as the Gold Banc Plans, have no material current or, to the knowledge of
Gold Banc, threatened liability of any kind to any Person, including but not
limited to any Governmental Entity, as of the date hereof, other than for the
payment of benefits in the ordinary course.

Section 4.13 Environmental Laws. To the knowledge of Gold Banc: (i) the
operations of Gold Banc and each of the Gold Banc Subsidiaries comply in all
material respects with all applicable federal, state and local environmental
Laws and neither the condition of any property owned by Gold Banc or any of the
Gold Banc Subsidiaries nor the operation of the business of any of such
entities violates in any material respect any applicable environmental Law;
(ii) none of the operations of Gold Banc or any of the Gold Banc Subsidiaries
is subject to any judicial or administrative proceeding alleging the violation
of any environmental health or safety Law nor is it the subject of any claim
alleging damages to health or property pursuant to which Gold Banc or any of
the Gold Banc Subsidiaries may be liable; (iii) none of the operations of Gold
Banc or any of the Gold Banc Subsidiaries nor any of the properties owned by
Gold Banc or any of the Gold Banc Subsidiaries is the subject of any federal,
state or local investigation in evaluating whether any remedial action is
needed to respond to a release or threatened release of any hazardous waste or
substance from whatever source; (iv) no condition or event has occurred which,
with notice or the passage of time or both, would constitute a material
violation of any environmental Law and neither Gold Banc or any of the Gold
Banc Subsidiaries has any Liability in connection with the storage or use of
any pollutants, contaminants or hazardous or toxic waste, substances or
materials on or at any location owned or leased by Gold Banc or any of the Gold
Banc Subsidiaries; (v) there are no underground storage tanks now or heretofore
located on any real property owned or leased by Gold Banc or any of the Gold
Banc Subsidiaries; (vi) neither Gold Banc nor any of the Gold Banc Subsidiaries
has ever been notified by a Governmental Entity, or any private party, that
Gold Banc or any of the Gold Banc Subsidiaries is a potentially responsible
party for remedial costs spent addressing the release, or

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threat of a release, of a hazardous substance into the environment pursuant to
the Comprehensive Environmental Response, Compensation or Liability Act, 42
U.S.C. (S)(S) 9601, et seq. or any corresponding state law.

Section 4.14 Year 2000 Compliance. Each of Gold Banc and the Gold Banc
Subsidiaries has (i) initiated a review and assessment of all areas material to
its business and operations (including those affected by suppliers and vendors)
that would reasonably be expected to be adversely affected by the Year 2000
Problem, (ii) developed a plan and time line for addressing the Year 2000
Problem on a timely basis, and (iii) to date, reasonably believes that all
computer applications that are material to Gold Banc's and the Gold Banc
Subsidiaries' respective business and operations will be Year 2000 Compliant.

Section 4.15 Legal Proceedings. Except as disclosed on or incorporated by
reference in Schedule 4.15 hereof, there are no Actions pending or threatened
against or affecting the properties, assets, rights or business of Gold Banc or
the Gold Banc Subsidiaries, or the right to carry on or conduct its business.
There are no Actions pending or, to the knowledge of Gold Banc, threatened
which could prevent or interfere with the consummation of the transactions
contemplated by this Agreement.

Section 4.16 Required Consents. Other than (i) in connection or compliance
with the provisions of applicable state corporate and securities Laws, the
federal securities Laws, and the rules of Nasdaq, (ii) Consents required from,
or notification to, or filings with Governmental Entities, and (iii) notices to
or filings with the IRS, or the Pension Benefit Guaranty Corporation with
respect to any employee benefit plans, and except as set forth in Schedule 4.16
hereof, no Consent of any Person or Governmental Entity is necessary for the
consummation by Gold Banc or Acquisition Subsidiary of this Agreement or any of
the transactions contemplated hereby other than any Consent, which if not
obtained, would not be reasonably likely to have a Material Adverse Effect on
Gold Banc.

Section 4.17 Broker's Fees. Neither Gold Banc, Acquisition Subsidiary nor
any of their respective directors, trustees, officers or employees has employed
any broker or finder, or incurred any liability for any broker's fees,
commissions or finder's fees in connection with the transactions contemplated
by this Agreement.

Section 4.18 No Material Adverse Change. From June 30, 1999 until the date
hereof, there has been no Material Adverse Change in Gold Banc and its
subsidiaries, taken as a whole or in the relationship of Gold Banc or any of
its subsidiaries with respect to their employees, creditors, suppliers,
distributors, customers or others with whom they have business relationships
which are reasonably likely to have a Material Adverse Effect on Gold Banc and
its subsidiaries, taken as a whole.

Section 4.19 Undisclosed Liabilities; Adverse Agreements

(a) Except as disclosed in the Gold Banc SEC Documents or in the
Schedules hereto, or as disclosed in Gold Banc's financial statements,
there are no liabilities of Gold Banc or any of its subsidiaries of any
kind whatsoever, whether accrued, contingent, absolute, determined,
determinable or otherwise, that are reasonably likely to have a Material
Adverse Effect on Gold Banc and its subsidiaries, taken as a whole or which
were fully incurred or paid after June 30, 1999 or in the ordinary course
of business consistent with past practices.

(b) Neither Gold Banc nor any of its subsidiaries is a party to any
Order, which is reasonably likely to result in a Material Adverse Effect on
Gold Banc or any of its Subsidiaries, taken as a whole.

Section 4.20 Disclosure. Copies of all material 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 material document delivered pursuant hereto or any
material 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 omits or will omit a material fact necessary to make the
statements contained herein or therein not misleading.

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Section 4.21 Ownership of Company Common Stock. As of the date of this
Agreement, Gold Banc and its Subsidiaries beneficially own, in the aggregate,
no shares of the Company Common Stock.

Section 4.22 Material Contracts. Except as disclosed in Schedule 4.22
hereto, all material contracts, leases, agreements, commitments, and other
instruments to which Gold Banc or any of the Gold Banc Subsidiaries are a
party, and which are required to be filed as an exhibit to a Gold Banc SEC
Documents under the rules and regulations of the SEC under the Securities Act
or the Exchange Act has been so filed.

Section 4.23 Continuation of the Bank's Identity and Directors. Following
the Effective Time, the Bank will maintain its name and separate legal
identity, and the members of the Bank's board of directors will continue to
serve as directors of the Bank.

ARTICLE V

COVENANTS OF THE COMPANY

Section 5.1 Affirmative Covenants of the Company. During the period from the
date of this Agreement until the earlier of the Effective Time or the
termination of this Agreement, unless the prior written consent of Gold Banc
shall have been obtained, and which consent will be given or denied within two
(2) Business Days of receipt of written request for such consent, and except as
otherwise expressly contemplated herein, the Company shall, and shall cause
each of the Subsidiaries to, (i) operate its business only in the usual,
regular, and ordinary course, consistent with past practices, (ii) use all
reasonable efforts to preserve intact its business organization and assets and
maintain its rights and franchises; (iii) use all reasonable efforts to
preserve substantially the Company's and each of the Subsidiaries'
relationships with suppliers, customers and employees, (iv) use all reasonable
efforts to perform the Company's and the Subsidiaries' 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
hereof, (vii) provide updates to Gold Banc and Acquisition Subsidiary with
respect to those loans reflected on the list previously provided to Gold Banc
and Acquisition Subsidiary as referenced on Schedule 3.25(b) hereto, and (viii)
take no action which would be reasonably likely to (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 either of
its Subsidiaries to do or agree or 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 (2) 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 other than renewals of existing loans or 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 (2)
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

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pension plan or other contract or commitment except for regular annual and
merit increases in accordance with past practices or as may be required by
Law;

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

(e) declare or pay any dividend or make any other distribution in
respect of any capital stock of or other beneficial interest in the Company
or any of its Subsidiaries, split, combine or reclassify any shares of its
capital stock or, directly or indirectly, redeem, purchase or otherwise
acquire any share of the capital stock of the Company or either of its
Subsidiaries, other than regular distributions in accordance with the trust
instrument of ABICT and any dividends from the Bank to the Company to cover
Company's expenses consistent with past practices.

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

(g) acquire or purchase any assets of or make any investment in any
financial institution other than the purchase of loans or participations
therein in the ordinary course of business, but subject to Section 5.2(a);

(h) enter into any new line of business;

(i) acquire or agree to acquire, by merging or consolidating with, or by
purchasing a substantial equity interest in or a substantial portion of the
assets of, or by any other manner, any business or any corporation,
partnership, association or other business organization or division
thereof, or otherwise acquire any assets, which would be material,
individually or in the aggregate, to the Company or any of its
Subsidiaries, other than in connection with foreclosures, settlements in
lieu of foreclosure or troubled loan or debt restructuring in the ordinary
course of business consistent with prudent banking practices;

(j) knowingly 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) except in the ordinary course of business, create, renew, amend or
terminate or give notice of a proposed renewal, amendment or termination
of, any material Contract, other than a loan or any commitment for a loan,
to which the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries or their respective properties is bound;

(p) make any new loan or new extension of credit, or commit to make any
such loan or extension of credit, to any director, officer or trustee of
the Company or any of its Subsidiaries without giving Gold Banc two days'
notice in advance of the approval of such loan or extension of credit or
commitment relating thereto;

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(q) waive any material right, forgive any material debt or release any
material claim; or

(r) incur or guaranty any debt (other than instruments and commitments
evidencing deposit liabilities in the Bank, the purchase of federal funds,
sales of certificates of deposits, borrowings from a Federal Reserve Bank
or advances from a Federal Home Loan Bank).

Section 5.3 Inspection. Between the date hereof and the Closing Date and
upon reasonable notice and subject to applicable Laws, 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 any of its Subsidiaries. The Company shall furnish to Gold Banc
and its authorized representatives all information with respect to the affairs
of the Company and any of its Subsidiaries as Gold Banc may reasonably request.

Section 5.4 Financial Statements and Call Reports. From and after the date
hereof through the Closing Date, to the extent permitted by Law 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 [Reserved.]

Section 5.6 Right to Attend Meetings. The Company shall allow a
representative of Gold Banc, who is a member of the Board of Directors of Gold
Banc and who has agreed to comply with terms of the Confidentiality Agreement,
to attend as an observer all meetings of the Board of Directors of the Company
and any Subsidiary and all meetings of the committees of each such board,
including, without limitation, the audit and executive committees thereof and
any other meetings of the Company's or any Subsidiary's officials at which
policy is being made. The Company and any Subsidiary shall give reasonable
notice to Gold Banc of any such meeting and, if known, the agenda for or
business to be discussed at such meeting. The Company and any Subsidiary shall
provide to Gold Banc all information provided to the directors on all such
boards and committees in connection with all such meetings or otherwise
provided to the directors and shall provide any other financial reports or
other analyses prepared for senior management of the Company.

Section 5.7 Data Processing. The Company shall, and shall cause each of its
Subsidiaries to, cooperate with Gold Banc in taking those planning actions
necessary to be in a position to convert, as soon as practicable after the
Effective Time, its data processing procedures and formats to procedures and
formats used by Gold Banc. Gold Banc shall provide such assistance and
consultation as the Company may reasonably require in such planning process.

Section 5.8 No Solicitation.

(a) Except with respect to the Agreement and the transactions
contemplated hereby, none of the Company, any Subsidiary, or any officer,
director, trustee or employee of, or any investment banker, attorney or
other advisor or representative of, the Company or any Subsidiary, shall,
directly or indirectly, (i) solicit, initiate or encourage the submission
of, any Acquisition Proposal, or approve or authorize any Acquisition
Proposal or (ii) participate in any discussions or negotiations regarding
or take any other action to expedite any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any
Acquisition Proposal, or (iii) furnish to any Person (other than Gold Banc,
Acquisition Subsidiary, an affiliate or associate of Gold Banc or
Acquisition Subsidiary or an officer, employee or other authorized
representative of Gold Banc, Acquisition Subsidiary or such affiliate or
associate or the Company's counsel, accountants and financial adviser,
solely for use in connection with the transactions contemplated hereby) any
information with respect to the Company or any Subsidiary that may
reasonably be expected to lead to an Acquisition Proposal; provided,
however, that to the extent required by the fiduciary obligations of the
Board of Directors of the Company, as determined in good faith by the Board
of Directors based on the advice of outside counsel, the Company may (A) in
response to an unsolicited request therefor, furnish information with
respect to the Company or any Subsidiary to any Person pursuant to a
customary confidentiality agreement and discuss such information with such

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Person, (B) upon receipt by the Company of an Acquisition Proposal,
following delivery to Gold Banc of the notice required pursuant to Section
5.8(b) hereof, participate in negotiations regarding such Acquisition
Proposal, and (C) modify or withdraw its recommendation that the
stockholders of the Company vote in favor of the Merger as contemplated by
Section 2.11 hereof.

(b) The Company shall (i) promptly notify Gold Banc of (A) the existence
of any request for confidential information with respect to, or the receipt
of, any Acquisition Proposal, (B) any inquiry or discussions with respect
to, or which would reasonably be expected to lead to, any Acquisition
Proposal, (C) the execution of a confidentiality agreement with respect to
an Acquisition Proposal, (D) the execution of any agreement with respect to
the terms of an Acquisition Proposal, (E) the furnishing of any information
in contemplation of an Acquisition Proposal, whether or not pursuant to a
confidentiality agreement and (F) any endorsement, approval or
recommendation of an Acquisition Proposal by the Company's Board of
Directors or any committee thereof, (ii) promptly describe to Gold Banc the
terms and conditions of any Acquisition Proposal in reasonable detail, and
(iii) furnish to Gold Banc all information made available to any Person
making the Acquisition Proposal, or contemplating the making of an
Acquisition Proposal, subject to a customary confidentiality agreement.

(c) Except as may be required in the exercise of the fiduciary duties of
the Board of Directors of the Company, the Company shall not take any
action that would enhance the ability of any other Person making an
Acquisition Proposal to obtain the approval of the Company's stockholders
or otherwise consummate such Acquisition Proposal without also taking a
comparable action that would similarly enhance the ability of Gold Banc to
obtain any necessary approval of the Company's stockholders of, and
otherwise to consummate, the Merger contemplated by this Agreement or an
alternative transaction initiated by Gold Banc, and concurrently
withdrawing any impediments thereto that do not similarly impede such other
Person.

Section 5.9 Regulatory Approvals. Subject to the terms and conditions of
this Agreement, the Company agrees to, and to cause each of its Subsidiaries
to, use its reasonable best efforts to cooperate with Gold Banc in Gold Banc's
efforts to secure as expeditiously as practicable all the necessary approvals,
regulatory or otherwise, needed to consummate the transactions contemplated
herein.

Section 5.10 Information. The Company shall provide such information and
answer such inquiries as Gold Banc may reasonably request or make concerning
the subject matter of the representations and warranties of the Company herein.

Section 5.11 Tax-Free Reorganization Treatment. The Company shall not
intentionally take or cause or permit to be taken any action, whether before or
after the Effective Time, which would disqualify the Merger as a tax-free
"reorganization" within the meaning of Section 368(a) of the Code (subject to
required recognition of gain or loss with respect to cash paid for fractional
shares pursuant hereto).

Section 5.12 Pooling-of-Interests Accounting Treatment.

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

(b) Within thirty (30) days after the execution and delivery of this
Agreement, the Company shall 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
reasonable efforts to take all actions and to do all things necessary or
advisable to consummate the transactions contemplated by this Agreement and to
cooperate with Gold Banc and Acquisition Subsidiary in connection therewith,
including using reasonable efforts to obtain all required Consents.

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Section 5.14 Year 2000 Compliance. With respect to all computer hardware,
computer software applications, and Bank services and products, the Company
shall, and shall cause the Bank to (i) use its best efforts to comply with all
Federal Financial Institution Examination Council Year 2000 regulations and
guidelines and (ii) take all action necessary to receive a rating of
"Satisfactory" or better on any Year 2000 compliance examination conducted by
its respective examining agencies.

Section 5.15 Proxy Statement and Registration Statement. If at any time
prior to the Effective Time any event with respect to the Company or the
Subsidiaries, or with respect to other information supplied by the Company for
inclusion in the Proxy Statement or Registration Statement, shall occur which
is required to be described in an amendment of, or a supplement to, the Proxy
Statement or the Registration Statement, the Company will promptly notify Gold
Banc of such event and use all commercially reasonable efforts to ensure that
such event will be so described, and that such amendment or supplement be
promptly filed with the SEC and, as required by law, disseminated to the
stockholders of the Company. The Company shall use all reasonable efforts to
ensure that the Proxy Statement, insofar as it relates to the Company or the
Subsidiaries or other information supplied by the Company for inclusion
therein, will comply as to form in all material respects with the provisions of
the Exchange Act and the rules and regulations thereunder at the time of the
mailing of the Proxy Statement or any supplement thereof.

Section 5.16 Confidentiality. Except as and to the extent required by Laws,
the Company and the Subsidiaries will not disclose or use, and will direct
their representatives not to disclose or use to the detriment of Gold Banc or
any of its subsidiaries any Gold Banc Confidential Information furnished, or to
be furnished, to the Company, any of its subsidiaries or their representatives
at any time or in any manner other than in connection with the evaluation of
the transactions contemplated herein. "Gold Banc Confidential Information"
includes any information about Gold Banc or its subsidiaries and their business
unless (a) such information is already known to the Company, any of its
subsidiaries or their representatives not bound by a duty of confidentiality or
such information becomes publicly available through no fault of the Company,
any of its subsidiaries or their representatives, (b) the use of such
information is necessary or appropriate in making any filing or obtaining any
consent or approval required for the consummation of the transactions
contemplated herein, or (c) the furnishing or use of such information is
required by or necessary or appropriate in connection with legal proceedings.
Following the termination of this Agreement, upon written request of Gold Banc,
each of the Company and the Subsidiaries will promptly return to Gold Banc or
destroy any Gold Banc Confidential Information in its possession and certify in
writing to Gold Banc that it has so returned or destroyed such Gold Banc
Confidential Information.

Section 5.17 Employee Benefit Plans. 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. The Surviving
Corporation shall (i) assume full responsibility and bear full expense in
amending the 401(k) Plan following the Closing Date in such manner as is
necessary for the 401(k) Plan to be in compliance with all applicable laws as
of the 401(k) Plan's termination date and (ii) apply for and obtain a favorable
determination letter from the IRS following which it will distribute the assets
of the 401(k) Plan. Gold Banc agrees to accept its appointment, or will appoint
an affiliate corporation, as successor plan trustee and successor plan
administrator.

Section 5.18 Deductibility of Severance Payments.

(a) The Company shall, and shall cause each of the Subsidiaries to,
ensure that no severance or other payments made by the Company or any of
the Subsidiaries constitute non-deductible "parachute payments" under
Section 280G of the Code.

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(b) The Company shall obtain and deliver to Gold Banc on or prior to the
Closing Date the 280G Opinion Letter contemplated by Section 8.12 hereof.

Section 5.19 Company Employment Agreements. On or prior to the Closing Date,
the Company and the Subsidiaries will pay or cause to be paid all amounts due
under any Employment Agreement as a result of the Merger or the change in
control of the Company.

Section 5.20 Achievement of Financial Measures. The Company shall use its
reasonable best efforts, and shall cause the Bank and Finance to use their
reasonable best efforts, to cause the Company, the Bank and Finance to satisfy
the financial measures set forth in Section 8.5 hereof by the Closing Date.

Section 5.21 Company's Accounting of Merger Expenses.The Company shall defer
recognition of all of its 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 Advest, Inc., and all severance payments), and
account for such expenses as pooling costs. The Company shall not recognize
such expenses in its monthly income statements and such expenses shall not be
included in the calculation of the financial measures set forth in Section 8.5
hereof.

ARTICLE VI

COVENANTS OF GOLD BANC AND ACQUISITION SUBSIDIARY

Section 6.1 Regulatory Approvals. Subject to the terms and conditions of
this Agreement, Gold Banc and Acquisition Subsidiary agree to use their
reasonable best efforts to secure as expeditiously as practicable all the
necessary approvals, regulatory or otherwise, needed to consummate the
transactions contemplated herein and agree to exercise best efforts to file
applications relating to such approvals within thirty (30) days from the date
hereof or as soon thereafter it is reasonably possible. Gold Banc and
Acquisition Subsidiary shall provide to Company's Counsel a copy of all
applications for such approvals and shall keep such counsel or the Company
advised of the status of the regulatory review process.

Section 6.2 Information. Gold Banc and Acquisition Subsidiary shall provide
such information and answer such inquiries as the Company may reasonably
request or make concerning the subject matter of the representations and
warranties of Gold Banc and Acquisition Subsidiary herein.

Section 6.3 Tax-Free Reorganization Treatment. Neither Gold Banc nor
Acquisition Subsidiary shall intentionally take or cause to be taken any
action, whether before or after the Effective Time, which would disqualify the
Merger as a tax-free "reorganization" within the meaning of Section 368(a) of
the Code.

Section 6.4 Employee Benefit Plans; Prior Service Credit. Employees of the
Company or a Subsidiary shall be eligible to participate in all Gold Banc
employee benefit plans (as defined in Sections 3(3) or 3(37) of ERISA) in
accordance with their terms; provided, however, that for purposes of
determining eligibility to participate in and vesting of benefits under Gold
Banc's employee benefit plans, Gold Banc shall recognize years of service by
such employees with the Company or any Subsidiary prior to the Effective Time.

Section 6.5 Assumption of Company Stock Options.

(a) At the Effective Time, each award, option, or other right to
purchase or acquire the Company Common Stock pursuant to any Company Stock
Options granted and under any Company Plans or arrangement of the Company
which are outstanding at the Effective Time, whether or not vested or
exercisable, without any action on the part of the holder thereof, shall be
converted into and become rights with respect to Gold Banc Common Stock,
and Gold Banc shall assume each Company Stock Option, in accordance with
the terms of the Company Stock Plan under which it was granted and the
stock option agreement or award by which it is evidenced, except that from
and after the Effective Time (i) Gold Banc

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and its compensation committee shall be substituted for the Company and the
committee of Company's Board of Directors (including, if applicable, the
entire Board of Directors of the Company) administering such Company Plan,
(ii) each Company Stock option assumed by Gold Banc may be exercised solely
for Gold Banc Common Stock (or cash in the case of stock appreciation
rights), (iii) the number of Gold Banc Common Stock subject to such Company
Stock Options shall be equal to the number of Gold Banc Common Stock
subject to such Company Stock Option immediately prior to the Effective
Time multiplied by the Exchange Ratio, and (iv) the per share exercise
price (or similar threshold price, in the case of stock awards) under each
such Company Stock Option shall be adjusted by dividing the per share
exercise (or threshold) price under each such Company Stock Option by the
Exchange Ratio and rounding up to the nearest cent. Notwithstanding the
provisions of clause (iii) of the proceeding sentence, Gold Banc shall not
be obligated to issue any fraction of a share of Gold Banc Common Stock
upon exercise of such Company Stock Option and any fraction of a share of
Gold Banc Common Stock that otherwise would be subject to a converted such
Company Stock Option shall represent the right to receive a cash payment
equal to the product of such fraction and the difference between the market
price of one share of Gold Banc Common Stock and the per share exercise
price of such right. In addition, notwithstanding the provisions of clauses
(iii) and (iv) of the first sentence of this Section 6.5(a), each such
Company Stock Option which is an "incentive stock option" shall be adjusted
as required by Section 424 of the Internal Revenue Code, and the
regulations promulgated thereunder, so as not to constitute a modification,
extension, or renewal of the option, within the meaning of Section 424(h)
of the Internal Revenue Code. Gold Banc agrees to take all necessary steps
to effectuate the foregoing provisions of this Section 6.5.

(b) As soon as practicable after the Effective Time, Gold Banc shall
deliver to the participants in each Company Stock Plan an appropriate
notice setting forth such participant's rights pursuant thereto and the
grants pursuant to such Company Stock Plan shall continue in effect on the
same terms and conditions (subject to the adjustments required by Section
6.5(a) of this Agreement after giving effect to the Merger), and Gold Banc
shall comply with the terms of each Company Stock Plan to ensure, to the
extent required by, and subject to the provisions of, such Company Stock
Plan, that the such Company Stock Option which qualified as incentive stock
options prior to the Effective Time continue to qualify as incentive stock
options after the Effective Time. At or prior to the Effective Time, Gold
Banc shall take all corporate action necessary to reserve for issuance
sufficient shares of Gold Banc Common Stock for delivery upon exercise of
such Company Stock Option assumed by Gold Banc in accordance with this
Section 6.5. As soon as practicable after the Effective Time, Gold Banc
shall file with the SEC a registration statement on Form S-3 or Form S-8,
as the case may be (or any successor or other appropriate form), with
respect to the shares of Gold Banc Common Stock subject to such options and
shall use its reasonable efforts to obtain and maintain the effectiveness
of such registration statement (and maintain the current status of the
prospectus or prospectuses contained therein) for so long as such options
remain outstanding. With respect to those individuals who subsequent to the
Merger will be subject to the reporting requirements under Section 16(a) of
the Exchange Act, where applicable, Gold Banc shall administer the Company
Plans assumed pursuant to this Section 6.5 in a manner that complies with
Rule 16b-3 promulgated under the Exchange Act.

(c) All restrictions or limitations on transfer with respect to the
Company Common Stock awarded under the Company Stock Plans, to the extent
that such restrictions or limitations shall not have already lapsed, and
except as otherwise expressly provided in such plan, program, or
arrangement, shall remain in full force and effect with respect to Gold
Banc Common Stock into which such restricted stock is converted pursuant to
Section 2.7 of this Agreement.

(d) Except as contemplated by this Agreement, the Company will not,
after the date hereof, without the written consent of Gold Banc, amend any
outstanding such Company Stock Option or other options or rights to
purchase shares of the Company Common Stock.

(e) Neither the Company's Board of Directors nor any committee thereof
shall authorize 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.

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Section 6.6 Confidentiality. Except as otherwise agreed to in writing by the
Company, unless and until the Effective Time, the Company, Gold Banc and its
affiliates will be bound by, and all information received with respect to the
Company pursuant to Section 5.3 shall be subject to, the Confidentiality
Agreement. In the event that this Agreement is terminated and the Merger is not
consummated, the parties to this Agreement affirm their understanding that the
terms of the Confidentiality Agreement will survive such termination and will
continue in full force and effect.

Section 6.7 Pooling-of-Interest Accounting Treatment. Gold Banc shall not
intentionally take or cause or permit to be taken any action, whether before or
after the Effective Time, which would disqualify the Merger from receiving
pooling-of-interest accounting treatment.

Section 6.8 Cooperation by Gold Banc and Acquisition Subsidiary. Gold Banc
and Acquisition Subsidiary shall use all commercially reasonable efforts to
take all actions and to do all things necessary or advisable to consummate the
transactions contemplated by this Agreement and to cooperate with the Company
in connection therewith.

Section 6.9 Year 2000 Compliance. With respect to all computer hardware,
computer software applications, and Bank services and products, Gold Banc
shall, and shall cause its subsidiaries to, (i) use their best efforts to
comply with all Federal Financial Institution Examination Council Year 2000
regulations and guidelines and (ii) take all action necessary to receive a
rating of "Satisfactory" or better on any Year 2000 compliance examination
conducted by their respective examining agencies.

Section 6.10 Nasdaq Listing. Gold Banc shall use all reasonable efforts to
maintain the current Nasdaq listing of Gold Banc Common Stock.

Section 6.11 Continuation of Business. From the date of this Agreement until
the earlier of the Effective Time or the termination of this Agreement, Gold
Banc covenants and agrees that it shall (a) continue to conduct its business
and the business of its Gold Banc Subsidiaries in a manner designed in its
reasonable judgment, to enhance the long-term value of the Gold Banc Common
Stock and the business prospects of Gold Banc and its Gold Banc Subsidiaries,
and (b) take no action which would (i) materially adversely affect the ability
of any party to this Agreement to obtain any Consents required for the
transactions contemplated hereby without imposition of a condition or
restriction of the type referred in Section 11.1(c), or (ii) materially
adversely affect the ability of any party to perform its covenants and
agreements under this Agreement; provided, that the foregoing shall not prevent
Gold Banc or any of the Gold Banc Subsidiaries from discontinuing or disposing
of any of its properties, assets, or business if such action is, in the
judgment of Gold Banc, desirable in the conduct of the business of Gold Banc
and its Gold Banc Subsidiaries.

Section 6.12 Election of Bank Directors. Immediately after the Effective
Time, Gold Banc shall cause the Surviving Corporation, as the sole stockholder
of the Bank, to elect all of the existing directors of the Bank as the
continuing directors of the Bank, to hold such offices until the next annual
meeting of the stockholders of the Bank, or until their successors shall have
been duly elected as provided in the Bylaws of the Bank.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY

The obligations of the Company to consummate the transactions contemplated
hereunder shall be subject to satisfaction on or before the Closing Date of all
of the following conditions, except such conditions as the Company may waive in
writing:

Section 7.1 Representations, Warranties and Covenants. All representations
and warranties of Gold Banc and Acquisition Subsidiary contained in this
Agreement shall be true and correct in all material respects on and as of the
Closing Date, except for changes permitted by or contemplated by this
Agreement, and except

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that to the extent any such representation or warranty is made solely as of a
specified date. Each of Gold Banc and Acquisition Subsidiary shall have
performed in all material respects all agreements and covenants required by
this Agreement to be performed by it on or prior to the Closing Date. The
Company shall have received a certificate signed by the President and CFO 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 Stockholders. The stockholders of the Company shall
have duly approved and adopted this Agreement, the Merger and the transactions
contemplated hereby to the extent required by applicable Law and the Articles
of Incorporation and Bylaws of the Company and the Bank, and the stockholders
of Gold Banc and of Acquisition Subsidiary shall have duly approved and adopted
this Agreement, the Merger and the transactions contemplated hereby to the
extent required by applicable Law, the Articles of Incorporation and Bylaws of
Gold Banc and of Acquisition Subsidiary, and the rules of Nasdaq.

Section 7.5 Adverse Changes. From the date hereof to the Closing Date, there
shall have been no Material Adverse Change in Gold Banc and its subsidiaries,
taken as a whole, and taking into account for this purpose the proceeds of any
applicable insurance.

Section 7.6 Federal Tax Opinion. The Company shall have received, at Gold
Banc's expense, an opinion of Gold Banc's Counsel, addressed to the Company and
its stockholders in form and substance reasonably satisfactory to the Company
and the Company's Counsel, dated the Closing Date, to the effect that the
Merger will be a tax-free reorganization under Section 368(a) of the Code and
no gain or loss will be recognized by the stockholders of the Company.

Section 7.7 Opinion of Counsel. The Company shall have received, at Gold
Banc's expense, an opinion of Gold Banc's Counsel, dated the Closing Date, in
form and substance reasonably satisfactory to the Company, covering customary
corporate law matters.

Section 7.8 Nasdaq Listing. The Gold Banc Common Stock to be issued pursuant
to the Merger shall have been approved and authorized for quotation on Nasdaq
upon official notice of issuance.

Section 7.9 Market Price of Gold Banc Common Stock. The Average Gold Banc
Stock Price shall not be less than $10.00 per share, unless amended pursuant to
Section 2.7 hereof.

Section 7.10 Fairness Opinion. The Company shall have received an opinion,
as of the date of this Agreement, rendered by Advest, Inc., 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, which opinion shall be
affirmed and reissued in writing by a letter, dated not more than five Business
Days prior to the date of the Proxy Statement and again at Closing, and is not
withdrawn or substantially qualified by Advest, prior to the Effective Time.

Section 7.11 Qualification for Pooling-of-Interest Treatment. The Company
shall have received (i) the Pooling Letter from the Company's Accountant
contemplated by Section 5.12 hereto, and (ii) an opinion from the 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.

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Section 7.12 Registration Statement. The Registration Statement referenced
in Section 10.1 shall have been declared effective and the parties hereto shall
have taken all actions required pursuant to Article X hereof, and no stop
orders suspending the effectiveness of the Registration Statement shall have
been issued, and no action, suit, proceeding, or investigation by the SEC to
suspend the effectiveness thereof shall have been initiated and continuing, and
all necessary Consents under applicable blue sky or state securities Laws or
the Securities Act or the Exchange Act relating to the issuance or trading of
the Gold Banc Common Stock issuable pursuant to the Merger shall have been
received.

Section 7.13 Payment of Merger Consideration. Gold Banc shall have delivered
to the Exchange Agents at Closing the Gold Banc Common Stock and cash in lieu
of fractional shares deliverable to the holders of Company Common Stock
pursuant to the Merger as contemplated by Section 2.8 hereof.

ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF
GOLD BANC AND ACQUISITION SUBSIDIARY

The obligations of Gold Banc and Acquisition Subsidiary to consummate the
transactions hereunder shall be subject to the satisfaction on or before the
Closing Date of all of the following conditions, except such conditions as Gold
Banc or Acquisition Subsidiary may waive in writing:

Section 8.1 Representations, Warranties and Covenants. All representations
and warranties of the Company contained in this Agreement shall be true and
correct on and as of the Closing Date, except for changes permitted by or
contemplated by this Agreement, and except that to the extent any such
representation or warranty is made solely as of a specified date, such
representation or warranty need only be true and correct in all material
respects as of such date. The Company and each Subsidiary shall have performed
all agreements and covenants required by this Agreement to be performed by it
on or prior to the Closing Date. Gold Banc shall have received a certificate
signed by the President and CFO 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 Subsidiaries,
taken as a whole.

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 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. Unless waived pursuant to Section 2.14
hereof:

(a) On the Closing Date, the Total Equity Capital of the Bank shall be
not less than $37,752,000, and the reserve for loan and lease losses of the
Bank shall be not less than $4,735,000.

(b) On the Closing Date, the Total Equity Capital of the Company shall
not be less than $27,230,000 and, the total indebtedness of the Company (on
an unconsolidated basis) shall not exceed $16,752,000.

(c) On the Closing Date, the Total Equity Capital of Finance shall not
be less than $296,000, the total indebtedness of Finance shall not be
greater than $3,000,000 and the reserve for loan and lease losses

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of Finance shall not be less than one and one-half percent (1.5%) of the
aggregate amount of all its outstanding loans.

(d) 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, the Bank and Finance, respectively, and shall not result in an
increase of any consideration payable by Gold Banc or Acquisition
Subsidiary hereunder.

Section 8.6 Approval by Stockholders. The stockholders of the Company shall
have duly approved and adopted this Agreement and the other transactions
contemplated hereby to the extent required by applicable Law and the Articles
of Incorporation and Bylaws of the Company and the stockholders of Gold Banc
and of Acquisition Subsidiary shall have duly approved and adopted this
Agreement and the other transactions contemplated hereby to the extent required
by applicable Law, the Articles of Incorporation and Bylaws of Gold Banc and of
Acquisition Subsidiary and the rules of Nasdaq.

Section 8.7 Tax Representations. The Company and each stockholder of the
Company owning more than 10% of the outstanding Company Common Stock shall have
made those representations reasonably requested by Gold Banc's Counsel and
necessary to enable Gold Banc's Counsel to render the opinion described in
Section 8.10 hereof.

Section 8.8 Affiliate Agreements. Each person who is an "affiliate" (for
purposes of Rule 145 under the Securities Act and for pooling-of-interests
accounting treatment) of the Company at the time this Agreement is submitted to
approval of the stockholders of the Company shall deliver to Gold Banc a letter
in substantially the form set forth in Exhibit B (the "Affiliate Letter")
hereto.

Section 8.9 Federal Tax Opinion. Gold Banc shall have received an opinion of
Gold Banc's Counsel, in form and substance reasonably satisfactory to Gold
Banc, dated the Closing Date, stating that the Merger will be treated as a tax-
free reorganization within the meaning of Section 368(a) of the Code.

Section 8.10 Opinion of Counsel. Gold Banc shall have received an opinion of
Company's Counsel, dated the Closing Date, in form and substance reasonably
satisfactory to Gold Banc and Gold Banc's counsel covering customary corporate
law matters, including without limitation the opinion of Company's Counsel
(subject to reasonable assumptions as to factual matters and conditions that
will continue to exist after the Closing) that, after the consummation of the
Merger, the interest paid on subordinated debentures issued by the Company to
ABICT, will be deductible by the Surviving Corporation as interest payments for
federal income tax purposes.

Section 8.11 Qualification for Pooling-of-Interest 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.

(b) 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 8.12 Deductibility of Severance Payments. The Company shall have
obtained and Gold Banc shall have received from the Company's Accountants a
written (i) calculation of all payments due to current or former employees of
the Company or any Subsidiary in connection with the Merger or upon the
occurrence of a change in control of the Company under their respective
Employment Agreements, stock option plans, deferred compensation plans or
otherwise, (ii) certification that such calculation was completed in accordance
with such agreements and plans, and (iii) opinion that no such severance or
other payments will constitute any non-deductible "parachute payments" under
Section 280G of the Code (the "280G Opinion Letter").

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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. All agreements and covenants of the parties of this
Agreement which by their terms are to be performed following the Effective Time
shall survive the Effective Time until performed in accordance with their
terms.

ARTICLE X

SECURITIES LAWS MATTERS

Section 10.1 Registration Statement and Proxy Statement.

(a) Gold Banc shall, at Gold Banc's expense as soon as practicable
prepare and file a registration statement on Form S-4, including the Proxy
Statement, to be filed with the SEC pursuant to the Securities Act for the
purpose of registering the shares of Gold Banc Common Stock to be issued in
the Merger (the "Registration Statement"). The Company, Gold Banc and
Acquisition Subsidiary shall each provide promptly to the other such
information concerning their respective businesses, financial conditions,
and affairs as may be required or appropriate for inclusion in the
Registration Statement or the proxy statement to be used in connection with
the special stockholders' meetings of the Company, Gold Banc and
Acquisition Subsidiary to be called for the purpose of considering and
voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and
Acquisition Subsidiary shall each cause their counsel, auditors and other
experts to cooperate with the other's counsel, auditors and other experts
in the preparation and filing of the Registration Statement and the Proxy
Statement. Gold Banc shall not include in the Registration Statement any
information concerning the Company or any Subsidiary to which the Company
shall reasonably and timely object in writing. Gold Banc, Acquisition
Subsidiary and the Company shall use their reasonable best efforts to have
the Registration Statement declared effective under the Securities Act as
soon as may be practicable and thereafter the Company shall distribute the
Proxy Statement to its stockholders in accordance with applicable laws not
fewer than twenty (20) Business Days prior to the date on which this
Agreement is to be submitted to its stockholders for voting thereon. If
necessary, in light of developments occurring subsequent to the
distribution of the Proxy Statement, Gold Banc shall prepare and file such
amendments or supplements to the Registration Statement and the Proxy
Statement and Gold Banc, Acquisition Subsidiary and the Company shall mail
or otherwise furnish to their stockholders such amendments to the Proxy
Statement or supplements to the Proxy Statement as may, in the reasonable
opinion of Gold Banc, Acquisition Subsidiary or the Company, be necessary
so that the Proxy Statement, as so amended or supplemented, will contain no
untrue statement of any material fact and will not omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, or as may be necessary to comply with applicable law.
Gold Banc and Acquisition Subsidiary shall not be required to maintain the
effectiveness of the Registration Statement after delivery of the Gold Banc
Common Stock issued pursuant hereto for the purpose of resale of Gold Banc
Common Stock by any Person.

(b) 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

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offered and sold lawfully in such state in connection with the Merger or to
obtain an exemption from such qualification or registration.

Section 10.3 Publication of Combined Financial Results. Gold Banc shall
publish financial results covering at least thirty (30) days of post-Merger
combined operations of Gold Banc and the Company, ending on a normal month-end
closing date, as soon as practicable after the Effective Time, unless the first
thirty (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 Indemnification by Gold Banc. Gold Banc agrees to indemnify and
hold harmless the Company and its stockholders, directors, officers, employees,
representatives and agents from and against any and all Damages, whether
arising under federal or state securities or Blue Sky laws or otherwise, which
may be asserted against any of them and which arise as a result of any alleged
act or failure to act, or any alleged statement or omission, of Gold Banc done
or made in connection with the Registration Statement, Proxy Statement, or any
other statement or form filed or required to be filed with the SEC or any state
securities department or delivered or required to be delivered to the holders
of Company Common Stock or Gold Banc Common Stock except to the extent any such
alleged act, failure to act, statement or omission is a result of information
provided by the Company. This obligation shall survive the consummation of the
Merger.

Section 10.5 Indemnification by the Company. The Company agrees to indemnify
and hold harmless Gold Banc and its stockholders, directors, officers,
employees, representatives and agents from and against any and all Damages,
whether arising under federal or state securities or Blue Sky laws or
otherwise, which may be asserted against any of them and which arise as a
result of any alleged act or failure to act, or any alleged statement or
omission, of the Company or any Subsidiary done or made in connection with the
Registration Statement, Proxy Statement, or any other statement or form filed
or required to be filed with the SEC or any state securities department or
delivered or required to be delivered to the holders of Company Common Stock or
Gold Banc Common Stock except to the extent any such alleged act, failure to
act, statement or omission is a result of information provided by Gold Banc.

Section 10.6 Indemnification by the Surviving Corporation.

(a) The Surviving Corporation shall indemnify, defend, and hold harmless
the present directors, officers, employees, and agents of the Company and
its Subsidiaries (each, an "Indemnified Party") after the Effective Time
against all Damages in connection with any Action arising out of actions or
omissions occurring at or prior to the Effective Time (including the
transactions contemplated by this Agreement) to the full extent permitted
under Florida Law and by the Company's Articles of Incorporation and Bylaws
as in effect as of the date hereof, including any provisions relating to
advances of expenses incurred in the defense of any action, suit or
proceeding. Gold Banc shall cause the Surviving Corporation and all other
relevant Gold Banc subsidiaries to apply such rights of indemnification in
good faith and to the fullest extent permitted by applicable Law.

(b) With respect to all persons who are currently covered by the
Company's directors' and officers' liability insurance, the Surviving
Corporation shall maintain in effect for a period of not less than three
years following the Effective Time the current directors' and officers'
liability insurance maintained by the Company (provided that the Surviving
Corporation may substitute therefor policies of at least equivalent
coverage containing terms and conditions and coverages which are no less
advantageous to the current directors and officers of the Company) with
respect to matters occurring prior to the Effective Time.

(c) If the Surviving Corporation or any of its successors or assigns
shall consolidate with or merge into any other corporation or entity and
shall not be the continuing or surviving corporation or entity of such
consolidation or merger or shall transfer all or substantially all of its
assets to any person, corporation or entity, then in each case, proper
provision shall be made so that the successors and assigns of the Surviving
Corporation shall assume the obligations set forth in this Section 10.6.

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(d) The provisions of this Section 10.6 are intended to be for the
benefit of and shall be enforceable by, each Indemnified Party, his or her
heirs and representatives, and shall survive the consummation of the Merger
and be binding on all successors and assigns of the Surviving Corporation.

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 March 31, 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 upon written notice to the Company if any regulatory
approval of the transactions contemplated under the terms of this Agreement
shall be denied or if any such regulatory approval shall be conditioned or
restricted in any manner which in the reasonable judgment of Gold Banc
would materially adversely affect the operations of or would be unduly
burdensome to Gold Banc;

(d) by Gold Banc or the Company, 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 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, misrepresentation or 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 5.8 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 5.8(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 or the
stockholders of Gold Banc fail to vote their approval of this Agreement and
the Merger contemplated hereby as required under the FBCA and the KGCC at
the shareholder meetings held pursuant to Section 10.1 of this Agreement;
or

(h) by the Company, if the Average Gold Banc Stock Price is less than
$10.00 and the Board of Directors of the Company determines, by a vote of a
majority of the entire Board, at any time during the period commencing on
the sixth day following the Determination Date and ending on the tenth day
after the Determination Date to terminate this Agreement; provided,
however, before exercising its rights to effect termination under this
Section 11.1(h), the Company shall first have satisfied the good faith
procedures specified in Section 2.7 of this Agreement, it being agreed that
it shall not be a failure to negotiate in good faith if the Board of
Directors of the Company declines to agree to a revised Exchange

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Ratio because it has determined in its reasonable business judgment that
there has been a Material Adverse Change in Gold Banc and its subsidiaries,
taken as a whole.

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) or Section 11.3 hereof, there shall
be no liability on the parties hereto or any of their respective directors,
officers or shareholders as a result thereof under this Agreement. A
termination under Section 11.1(d) 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 a termination of the Agreement under
Section 11.1(d) hereof. Sections 6.6, 10.4, 10.5, 11.2, 11.3, 12.3 and 12.8
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 Three Million Dollars ($3,000,000) (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). In the event of a
termination of this Agreement pursuant to Section 11.1(e) or 11.1(f) of
this Agreement, the payments provided under this Section 11.3(a) shall be
the sole and exclusive remedy available to Gold Banc.

(b) In the event this Agreement is terminated as a result of Gold Banc's
failure or breach under Section 11.1(d), 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 Advest, Inc. (other than performance
fees)). This payment is not the exclusive remedy available to the Company
for any such failure or breach on the part of Gold Banc and will not serve
as liquidated damages therefor, and such payment will cumulative to all
other remedies available to the Company under this Agreement and under
applicable Law.

Section 11.4 Specific Performance.

(a) Subject to Section 11.1, in the event Gold Banc and Acquisition
Subsidiary have performed all of their obligations hereunder and all
conditions precedent to the obligation of the Company to close have been
met or waived in writing by the Company, but the Company fails or otherwise
refuses to close, then either or both of Gold Banc and Acquisition
Subsidiary shall be entitled to enforce the terms hereof by an Action
seeking specific performance. Such right is not exclusive and shall not
preclude Gold Banc or Acquisition Subsidiary from also pursuing an Action
to recover any and all damages resulting from the Company's default
hereunder. All remedies available to Gold Banc or Acquisition Subsidiary
hereunder or by law are cumulative

(b) In the event the Company has performed all of its obligations
hereunder and all conditions precedent to the obligations of Gold Banc and
Acquisition Subsidiary to close have been met or waived in writing by Gold
Banc and Acquisition Subsidiary, but Gold Banc and Acquisition Subsidiary
fail or otherwise refuse to close, then the Company shall be entitled to
enforce the terms hereof by an Action seeking specific performance. Such
right is not exclusive and shall not preclude the Company from also
pursuing an Action to recover any and all damages resulting from the
default by Gold Banc and Acquisition Subsidiary hereunder. All remedies
available to the Company hereunder or by law are cumulative.

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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 stockholders of the Company, Gold Banc or Acquisition Subsidiary,
but, after any such approval, no amendment shall be made which by law requires
further approval by such stockholders without such further approval. This
Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.

Section 12.2 Extension: Waiver. At any time prior to the Effective Time, the
parties hereto, by action taken or authorized by their respective Board of
Directors, may, to the extent legally allowed, (a) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto and (c) waive
compliance with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver shall
be valid only if set forth in a written instrument signed on behalf of such
party.

Section 12.3 Expenses. Except as set forth herein, each party shall be
responsible for its own expenses in connection with this transaction.
Specifically, each party shall be responsible for their own legal and
accounting fees and any related costs or charges associated with the
negotiation, execution and consummation of this Agreement.

Section 12.4 Parties in Interest. This Agreement and the rights hereunder
are not assignable unless such assignment is consented to in writing by all
parties hereto. Except as otherwise expressly provided herein, all of the terms
and provisions of this Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the respective heirs, beneficiaries,
personal and legal representatives, successors and permitted assigns of the
parties hereto.

Section 12.5 Entire Agreement; Amendments; Waiver. This Agreement contains
the entire understanding of Gold Banc, Acquisition Subsidiary and the Company
with respect to the Merger and supersedes all prior agreements and
understandings, whether written or oral, between them with respect to the
Merger contemplated herein. Notwithstanding the foregoing, the Confidentiality
Agreement is not superseded by this Agreement. This Agreement may be amended
only by a written instrument duly executed by the parties or their respective
successors or permitted assigns. Any condition to a party's obligation
hereunder may be waived by such party in writing.

Section 12.6 Obligation of Gold Banc. Whenever this Agreement requires Gold
Banc (including Acquisition Subsidiary) to take any action, such requirement
will be deemed to include an undertaking of Gold Banc to cause the Gold Banc
Subsidiaries to take such action, if necessary.

Section 12.7 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:

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<PAGE>

If to the Company:

Jerry L. Neff
American Bancshares, Inc.
4502 Cortez Road West
Bradenton, Florida 34210-2801
Telephone: (941) 795-3050
FAX: (941) 798-3712

with a copy to:

Richard A. Denmon
Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A.
One Harbor Place
777 South Harbour Island Boulevard
Tampa, Florida 33602-5799
Telephone: (813) 223-7000
FAX: (813) 229-4133

If to Gold Banc:

Michael W. Gullion
Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, KS 66211
Telephone: (913) 451-8050
FAX: (913) 451-8004

with a copy to:

Michael W. Lochmann
Stinson, Mag & Fizzell, P.C.
1201 Walnut Street, Suite 2800
Kansas City, MO 64106
Telephone: (816) 842-8600
FAX: (816) 691-3495

Section 12.8 Law Governing. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Florida,
except to the extent that Kansas corporate law applies to the provisions hereof
relating to the Company Merger.

Section 12.9 Fiduciary Duties. Notwithstanding anything to the contrary in
this Agreement, no provision of this Agreement shall be construed to prevent
the exercise by any director of the Company (or the actions of the Company
thereon) of his fiduciary duty under applicable federal or state law.

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<PAGE>

SIGNATURES

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:Chairman of the Board

ATTEST:

/s/ Keith E. Bouchey
_____________________________________
Name: Keith E. Bouchey
Title:Secretary

Gold Banc Acquisition Corporation
XI, Inc.

/s/ Michael W. Gullion
By: _________________________________
Name: Michael W. Gullion
Title:President

ATTEST:

/s/ Keith E. Bouchey
_____________________________________
Name: Keith E. Bouchey
Title:Secretary

American Bancshares, Inc.

/s/ Jerry L. Neff
By: _________________________________
Name: Jerry L. Neff
Title:President and Chief
Executive Officer

ATTEST:

/s/ Brian M. Watterson
_____________________________________
Name: Brian M. Watterson
Title:Secretary

A-42
<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 24, 2000, is made by and among GOLD BANC
CORPORATION, INC., a Kansas corporation ("Gold Banc"), GOLD BANC ACQUISITION
CORPORATION XI, INC., a Kansas corporation ("Acquisition Subsidiary") and
AMERICAN BANCSHARES, INC., a Florida corporation (the "Company").

RECITALS

A. Gold Banc, Acquisition Subsidiary and the Company entered into an
Agreement and Plan of Reorganization, dated as of September 6, 1999 (the
"Original Agreement"), providing for the merger of the Company with and into
Acquisition Subsidiary (the "Merger").

B. Gold Banc, Acquisition Subsidiary 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 Definitions.

(a) The definition of "Total Equity Capital" set forth in Section 1.1 of the
Merger Agreement is hereby amended by deleting the definition of "Total Equity
Capital" set forth in Section 1.1 in its entirety and by inserting, in lieu
thereof, the following:

"Total Equity Capital" means, with respect to the Company and its
Subsidiaries, the sum of (a) outstanding capital stock, paid in capital,
retained earnings and current year earnings, all determined in accordance
with GAAP, but excluding any FAS 115 adjustments, and (b) the realized bond
losses (the "Bond Losses"), totaling an aggregate of $457,000 net of
applicable tax effect ($693,000 before taxes), which were recognized by the
Company at the request of Gold Banc in anticipation of the transactions
contemplated by this Agreement.

(b) Section 1.1 of the Merger Agreement is hereby amended by adding the
following definition in alphabetical order:

"Bond Losses" shall have the meaning set forth in the definition of
Total Equity Capital in Section 1.1 hereof.

3. Section 2.7. The final sentence of Section 2.7 of the Original Agreement,
which immediately follows Section 2.7(b) shall be deleted.

4. Section 2.14. Section 2.14(a) of the Original Agreement is hereby amended
by deleting Section 2.14(a) in its entirety and by inserting, in lieu thereof,
the following:

(a) If by the Closing Date either the Company or the Bank fail to
achieve any of the financial measures set forth in Section 8.5 hereof, then
Gold Banc and the Company shall in good faith attempt to

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<PAGE>

negotiate a mutually acceptable revised Exchange Ratio, which negotiations
shall be based upon the formula set forth in Section 2.14(b) hereof;
provided, however, that if a mutually acceptable revised Exchange Ratio is
not negotiated within five (5) Business Days, then Gold Banc may terminate
this Agreement as provided in Section 11.1(d)(i) hereof.

5. Article V. Article V of the Merger Agreement is hereby amended by adding
the following provisions at the end thereof (with conforming changes to the
table of contents):

Section 5.22 Bond Losses. On or prior to December 31, 1999, the Company
shall take the Bond Losses.

Section 5.23 Dissolution of Finance. On or prior to the Closing Date, the
Company shall use reasonable efforts to transfer the assets of Finance to the
Bank and to dissolve Finance in accordance with the FBCA.

6. Section 7.9. Section 7.9 of the Original Agreement is hereby amended by
(i) deleting the term "$10.00" and replacing it with the term "$9.25" and (ii)
deleting the phrase ", unless amended pursuant to Section 2.7 hereof."

7. Section 8.5. Section 8.5(c) of the Original Agreement is hereby deleted
in its entirety and Section 8.5(d) of the Original Agreement is hereby amended
by deleting "(d)" preceding the text thereof and inserting, in lieu thereof,
"(c)".

8. Section 11.1(h). Section 11.1(h) of the Original Agreement is hereby
amended by deleting Section 11.1(h) in its entirety and by inserting, in lieu
thereof, the following::

(h) by the Company, if the Average Gold Banc Stock Price is less than
$9.25 and the Board of Directors of the Company determines, by a vote of
the majority of the entire Board, at any time during the period commencing
on the Determination Date and ending on March 31, 2000, to terminate this
Agreement;

9. Section 11.3. Section 11.3(c) of the Original Agreement is hereby amended
by deleting Section 11.3(c) in its entirety and by inserting, in lieu thereof,
the following:

(c) In the event this Agreement is terminated as a result of the
Company's failure or breach under Section 11.1(d), 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 the Gold Banc's investment
bankers and SEC fees and printing fees). This payment is not the exclusive
remedy available to Gold Banc for any such failure or breach on the part of
the Company and will not serve as liquidated damages therefor, and such
payment will be cumulative to all other remedies available to Gold Banc
under this Agreement and under applicable Law. Notwithstanding the
foregoing, if the Company's failure or breach under Section 11.1(d) occurs
solely as a result of a failure to satisfy the financial measures set forth
in Section 8.5, then the Company shall not be obligated to reimburse Gold
Banc for any expenses relating to the Merger and shall have no other
liability to Gold Banc solely as a result of such failure.

10. Representations, Warranties and Covenants of the Company. In
consideration of the Company's agreement to take the actions set forth in this
First Amendment, Gold Banc and Acquisition Subsidiary acknowledge, agree, and
hereby confirm that neither the realization of the Bond Losses, nor the
adoption and approval of the amendments set forth in paragraph 5 of this First
Amendment, or the Company's compliance with Sections 5.22 or 5.23 hereof, will:

(a) be deemed to (i) constitute a breach of any of the covenants of the
Company set forth in the Original Agreement, or (ii) render any representation
or warranty made in the Original Agreement as untrue or incorrect, or otherwise
constitute a breach thereof, or

(b) serve as a basis for asserting a failure to satisfy any of the
conditions precedent set forth in Article VIII of the Original Agreement or as
a basis for termination under Article XI of the Original Agreement.

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<PAGE>

11. 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.

12. 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.

13. Governing Law. This First Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of Florida.

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: Chairman of the Board

ATTEST:

/s/ Keith E. Bouchey
_____________________________________
Name: Keith E. Bouchey
Title: Secretary

Gold Banc Acquisition Corporation
XI, Inc.

/s/ Michael W. Gullion
By: _________________________________
Name: Michael W. Gullion
Title: President

ATTEST:

/s/ Keith E. Bouchey
_____________________________________
Name: Keith E. Bouchey
Title: Secretary

American Bancshares, Inc.

/s/ Jerry L. Neff
By: _________________________________
Name: Jerry L. Neff
Title: President and Chief
Executive Officer

ATTEST:

/s/ Brian M. Watterson
_____________________________________
Name: Brian M. Watterson
Title: Secretary

A-45
<PAGE>

Appendix B

OPINION OF ADVEST, INC.

January 31, 2000

Board of Directors
American Bancshares, Inc.
4502 Cortez Road West
Bradenton, Florida 34210

Members of the Board:

American Bancshares, Inc. ("American") and Gold Banc Corporation, Inc.
("Gold") have entered into an Agreement and Plan of Reorganization dated
September 6, 1999 and subsequently amended on January 24, 2000 (together, the
"Agreement") attached hereto as Appendix A, pursuant to which American will
merge with and into an Acquisition Subsidiary of Gold (as defined in the
Agreement), with the Acquisition Subsidiary becoming the surviving corporation
(the "Merger").

The Agreement provides that each outstanding share of American common stock
issued and outstanding at the Effective Time (as defined in the Agreement)
will be effectively exchanged into the number of shares of Gold (through the
Acquisition Subsidiary), par value $1.00, determined using the exchange ratio
(the "Exchange Ratio") as follows:

(i) if the Average Gold Banc Stock Price (as defined in the Agreement)
is equal to or greater than $13.75, the Exchange Ratio shall be $18.l8
divided by $13.75;

(ii) if the Average Gold Banc Stock Price is greater than or equal to
$11.00 but less than or equal to $13.75, the Exchange Ratio shall be
determined by dividing $18.18 by the Average Gold Banc Stock Price, with
the Exchange Ratio being rounded to four decimal places;

(iii) if the Average Gold Banc Stock Price is less than $11.00, the
Exchange Ratio shall be $18.18 divided by $11.00; and

(iv) if the Average Gold Banc Stock Price is less than $9.25, American
has the right to either renegotiate a revised Exchange Ratio with Gold or
terminate the transaction during the period commencing on the Determination
Date (as defined in the Agreement) and ending on March 31, 2000.

American will pay Gold upon demand a termination fee of $3,000,000 (three
million dollars) if this agreement is terminated pursuant to certain terms in
the Agreement.

Fractional shares will be rounded to three decimal places pursuant to
Section 2.7(b) of the Agreement.

The terms and conditions of the proposed transaction are described in
further detail in the Agreement. The Agreement is expected to be considered by
the shareholders of American at a shareholders meeting and the Merger
consummated shortly after the receipt of shareholder, state and federal
regulatory approvals.

You have asked us whether, in our opinion, the Exchange Ratio is fair, from
a financial point of view, to the shareholders of American.

In arriving at the opinion set forth below, we have, among other things:

. reviewed the Agreement and the exhibits and schedules thereto;

. reviewed the Annual Reports on Form 10-K for Gold for the years ended
December 31, 1998 and 1997, and the Annual Report on Form 10-KSB for the
year ended December 31, 1996;

. reviewed the Annual Report on Form 10-K for American for the year ended
December 31, 1998 and the Annual Reports on Form 10-KSB for American for
the years ended December 31, 1997 and 1996;

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<PAGE>

. reviewed the Quarterly Reports on Form 10-Q for American and Gold for the
periods ended September 30, 1999, June 30, 1999 and March 31, 1999;

. reviewed comparative financial and operating data on the banking industry
and certain institutions which we deemed to be comparable to each of
American and Gold individually;

. reviewed the historical market prices and trading activity for the common
stock of each of American and Gold relative to other publicly traded
companies which we deemed to be comparable to each company;

. reviewed the pro forma impact of the Merger on American and Gold and the
contribution of American and Gold to the new pro forma combined entity on
the basis of a number of key financial categories in relation to pro
forma ownership;

. reviewed certain bank mergers and acquisitions on a state, regional and
national basis for institutions which we deemed to be comparable to
American and compared the proposed consideration with the consideration
paid in such other mergers and acquisitions;

. conducted limited discussions with members of senior management of each
of American and Gold concerning the financial condition, business and
prospects of each respective company;

. reviewed this Proxy Statement-Prospectus; and

. reviewed such other financial studies and analyses and performed such
other investigations and took into account such other matters as we
deemed necessary.

We have assumed and relied upon the accuracy and completeness of all
financial and other information reviewed by us for purposes of this opinion,
and we have not independently verified such information nor have we undertaken
an independent evaluation of the assets and liabilities of American or Gold.
Further, our opinion assumes that the Merger will be consummated in accordance
with the terms of the Merger Agreement without material waiver or modification.
Advest has been retained by the Board of Directors of American to act as
financial advisor to American with respect to the Merger and will receive a fee
for its services including a fee for this opinion.

Advest has served as lead managing underwriter for two separate offerings of
common stock and two offerings of trust preferred securities for Gold and, from
time to time, has provided strategic and advisory services to Gold in relation
to financial planning and acquisition analysis. Advest is not engaged by Gold
with respect to the Merger and will not receive any fee from Gold thereby.

This opinion is necessarily based upon circumstances and conditions as they
exist and can be evaluated by us as of the date of this letter. Our opinion is
directed to the Board of Directors of American and does not constitute a
recommendation of any kind to any shareholder of American as to how such
shareholder should vote at the shareholders' meeting to be held in connection
with the Merger. We have assumed for purposes of this opinion that there has
been no material change in the financial condition of either American or Gold
from that reflected in the Form 10-Q for the three and nine months ended
September 30, 1999 filed with the Securities and Exchange Commission for each
respective company, with the exception of Gold's acquisition of DSP
Investments, Limited, and its subsidiary, Linn County Bank, LaCygne, Kansas,
which was completed on December 31, 1999.

In reliance 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 shareholders of American.

Very truly yours,

Advest, Inc.

/s/ Thomas G. Rudkin
By: _________________________________
Thomas G. Rudkin
Managing Director

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<PAGE>

Appendix C

OPINION OF KEEFE, BRUYETTE & WOODS, INC.

January 31, 2000

Board of Directors
Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, KS 66211

Members of the Board:

You have requested our opinion as investment bankers as to the fairness,
from a financial point of view, to the shareholders of Gold Banc Corporation,
Inc. ("Gold Banc") of the exchange ratio in the proposed merger (the "Merger")
of Gold Banc with American Bancshares ("American Bancshares"), pursuant to the
Agreement and Plan of Merger dated as of September 6, 1999, and the First
Amendment to Agreement and Plan of Reorganization, dated January 24, 2000,
between Gold Banc and American Bancshares (the "Agreement"). Under the terms of
the Merger, each outstanding share of common stock of American Bancshares will,
subject to certain exceptions as set forth in the Agreement, be exchanged for
1.5309 shares of common stock of Gold Banc (the "Exchange Ratio"). It is our
understanding that the Merger will be accounted for as a pooling-of-interests
under generally accepted accounting principles.

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. To the extent we have any such position as
of the date of this opinion it has been disclosed to Gold Banc. We have acted
as a financial advisor to the Board of Directors of Gold Banc in rendering this
fairness opinion and will receive a fee from Gold Banc for our services.

In connection with this opinion, we have reviewed, among other things, the
Agreement; the Annual Reports to Stockholders of Gold Banc for the three years
ended December 31, 1998 and the three years ended December 31, 1998 for
American Bancshares; certain interim reports to stockholders and Quarterly
Reports on Form 10Q of American Bancshares and Gold Banc, and certain internal
financial analyses and forecasts for Gold Banc and American Bancshares prepared
by management. We also have held discussions with members of the senior
management of Gold Banc regarding the past and current business operations,
regulatory relationships, financial condition and future prospects of Gold Banc
as well as the results of their due diligence examination of American
Bancshares. In addition, we have compared certain financial and stock market
information for Gold Banc and American Bancshares with similar information for
certain other companies the securities of which are publicly traded, reviewed
the financial terms of certain recent business combinations in the banking
industry and 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 Gold Banc 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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forecasts and projections reflect the best currently available estimates and
judgments of Gold Banc 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 that the aggregate allowances for loan losses for Gold
Banc and American Bancshares are adequate to cover such losses. In rendering
our opinion, we have not made or obtained any evaluations or appraisals of the
property of Gold Banc or American Bancshares, 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 Gold
Banc and American Bancshares; (ii) the assets and liabilities of Gold Banc and
American Bancshares; and (iii) the nature and terms of certain other merger
transactions involving banks 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 in the Merger is fair, from a financial point
of view, to the common stockholders of Gold Banc.

Very truly yours,

/s/ Keefe, Bruyette & Woods,
Inc.
-------------------------------------
KEEFE, BRUYETTE & WOODS, INC.

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