GOLD BANC CORP INC, 424B3, 2000-02-01

GOLD BANC CORP INC
424B3, 2000-02-01
NATIONAL COMMERCIAL BANKS

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Filed pursuant to Rule 424(b)(3)
Registration No. 333-93807

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MERGER PROPOSED--YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Gold Banc and CountryBanc
The boards of directors of Gold Banc Corporation, Inc. and CountryBanc
Holding Company have approved a merger agreement that would result in Gold Banc
acquiring CountryBanc. The merger offers CountryBanc 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, CountryBanc stockholders will receive 8,351,000
shares of Gold Banc common stock in exchange for all of the issued and
outstanding shares of CountryBanc capital stock. Should the average market
price of Gold Banc common stock for the five day period prior to closing be
less than $9.07 per share, CountryBanc stockholders 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.

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

We cannot complete the merger unless the stockholders of both of our
companies approve it. Each of us will hold a meeting of our stockholders to
vote on the merger. Your vote is very important. Whether or not you plan to
attend the stockholder meeting, please vote by completing and mailing the
enclosed proxy card to us. If you sign, date and mail your proxy card without
indicating how you want to vote, your proxy will be counted as a vote in favor
of the merger. For CountryBanc 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 2, 2000, 10:00 a.m. local time at 11301 Nall Avenue, Leawood, Kansas.

For CountryBanc stockholders:

March 2, 2000, 10:00 a.m. local time at 320 North Main Street, Kingfisher,
Oklahoma.

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

All holders of CountryBanc capital stock are invited to attend the
CountryBanc shareholders' meeting. However, only the shares of Class A common
stock have voting rights with respect to the merger.
/s/ Michael W. Gullion /s/ Don C. McNeill
Michael W. Gullion Don C. McNeill
Chairman of the Board and Chief Executive Officer
President and Chief Executive CountryBanc Holding Company
Officer
Gold Banc Corporation, Inc.

For a discussion of certain risk factors which you should consider in
evaluating the merger, see "Risk Factors" beginning on page 1.

Neither the Securities and Exchange Commission nor any state securities
regulators have approved the Gold Banc common stock to be issued in the
merger or determined whether this document is truthful or complete. Any
representation to the contrary is a criminal offense. The securities we are
offering through this document are not savings or deposit accounts or other
obligations of any bank or non-bank subsidiary of either of our companies,
and they are not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund or any other governmental agency. Any representation to
the contrary is a criminal offense.

This Joint Proxy Statement/Prospectus is dated January 27, 2000, and is being
first mailed to stockholders on February 2, 2000.
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11301 Nall Avenue
Leawood, Kansas 66211

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

To be held on March 2, 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 2, 2000, commencing at 10:00 a.m., local time, to
consider and act upon:

1. A proposal to adopt the Agreement and Plan of Reorganization, by and
among Gold Banc, Gold Banc Acquisition Corporation XII, Inc. and
CountryBanc Holding Company, dated October 22, 1999, as amended, which is
described in this joint proxy statement/prospectus, and the transactions
contemplated thereby. Under the merger agreement:

. CountryBanc will merge with and into Gold Banc Acquisition
Corporation XII, Inc.

. CountryBanc stockholders will receive 8,351,000 shares of Gold Banc
common stock in exchange for all of the issued and outstanding
shares of CountryBanc capital stock. Should the average market
closing price of Gold Banc common stock for the five day period
prior to closing be less than $9.07 per share, CountryBanc
stockholders 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.

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
[LOGO OF SIGNATURE APPEARS HERE]
Corporate Secretary

Leawood, Kansas
January 27, 2000
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NOTICE OF SPECIAL MEETING OF THE STOCKHOLDERS OF
COUNTRYBANC HOLDING COMPANY

To be held on March 2, 2000

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

To the stockholders of CountryBanc Holding Company:

A special meeting of stockholders of CountryBanc Holding Company, an
Oklahoma corporation, will be held at the offices of CountryBanc at 320 North
Main Street, Kingfisher, Oklahoma, on March 2, 2000, commencing at 10:00 a.m.,
local time, to consider and act upon:

1. A proposal to adopt the Agreement and Plan of Reorganization, by and
among Gold Banc Corporation, Inc., Gold Banc Acquisition Corporation XII,
Inc., and CountryBanc Holding Company, dated October 22, 1999, as amended,
which is described in this joint proxy statement/prospectus, and the
transactions contemplated thereby. Under the merger agreement:

. CountryBanc Holding Company will merge with and into Gold Banc
Acquisition Corporation XII, Inc.

. CountryBanc stockholders will receive 8,351,000 shares of Gold Banc
common stock in exchange for all of the issued and outstanding shares of
CountryBanc capital stock. Should the average market closing price of
Gold Banc common stock for the five day period prior to closing be less
than $9.07 per share, CountryBanc stockholders 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.

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

All of the holders of CountryBanc capital stock at the close of business on
January 31, 2000 are entitled to notice of and to attend the meeting.

Only holders of record of Class A common stock of CountryBanc at the close
of business on January 31, 2000 are entitled to vote at the meeting.

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

By Order of the Board of Directors

-------------------------------------
David Phillips
[LOGO OF SIGNATURE APPEARS HERE]
Corporate Secretary

Edmond, Oklahoma
January 27, 2000
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<TABLE>
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Page
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Record Date; Stock Entitled to Vote; Quorum............................. 4
Votes Required.......................................................... 5
Security Ownership of Management........................................ 5
Voting of Proxies....................................................... 5
THE PROPOSED MERGER....................................................... 7
General................................................................. 7
Exchange of CountryBanc Shares.......................................... 7
Stock Options........................................................... 7
Background of the Merger................................................ 7
Our Reasons for the Merger.............................................. 8
Opinion of CountryBanc's Financial Advisor.............................. 10
Operations and Management after the Merger.............................. 17
Federal Securities Laws Consequences.................................... 17
Resale of Gold Banc Common Stock........................................ 17
Fees and Expenses of the Merger......................................... 18
Accounting Treatment; Restrictions on Sales by Affiliates............... 18
Federal Income Tax Consequences......................................... 18
Interests of CountryBanc's Management and Directors in the Merger....... 19
Dissenters' Rights...................................................... 20
Conditions to the Merger................................................ 22
Regulatory Approval..................................................... 23
Conduct of Business Pending the Merger.................................. 23
No Solicitation......................................................... 23
Waiver and Amendment.................................................... 23
Termination of the Merger Agreement..................................... 24
Effective Time.......................................................... 24
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS........................ 25
INFORMATION REGARDING COUNTRYBANC......................................... 44
COUNTRYBANC'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................................ 46
SECURITY OWNERSHIP OF COUNTRYBANC COMMON STOCK............................ 57
COUNTRYBANC COMMON STOCK PER SHARE PRICES AND DIVIDENDS................... 61
COMPARATIVE RIGHTS OF STOCKHOLDERS........................................ 61
EXPERTS................................................................... 70
LEGAL MATTERS............................................................. 71
FUTURE STOCKHOLDER PROPOSALS.............................................. 71
WHERE YOU CAN FIND MORE INFORMATION....................................... 72
INDEX TO FINANCIAL STATEMENTS OF COUNTRYBANC AND SUBSIDIARIES............. F-1
APPENDIX A--Agreement and Plan of Reorganization and First Amendment to
Agreement and Plan of Reorganization..................................... A-1
APPENDIX B--Opinion of CountryBanc's Financial Advisor.................... B-1
APPENDIX C--Opinion of Gold Banc's Financial Advisor...................... C-1
APPENDIX D--Oklahoma General Corporation Act, Section 1091--Appraisal
Rights................................................................... D-1
</TABLE>
TABLE OF CONTENTS

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Page
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WHAT COUNTRYBANC 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............................................ xiii
Gold Banc Selected Historical Consolidated Financial Information....... xiii
CountryBanc Selected Historical Consolidated Financial Information..... xiv
Recent Developments.................................................... xv
Selected Unaudited Pro Forma Financial Information..................... xx
COMPARATIVE PER SHARE DATA............................................... xxiii
COMPARATIVE SALES 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 CountryBanc or Future
Acquisitions will be Successful....................................... 1
The Loss of Certain Key Personnel Could Adversely Affect Our
Operations............................................................ 2
Changes in the Local Economic Conditions Could Adversely Affect our
Loan Portfolio........................................................ 2
Our Allowance for Loan Losses May Not be Adequate to Cover Actual Loan
Losses................................................................ 2
We May be Unable to Manage Interest Rate Risk that Could Reduce Our Net
Interest Income....................................................... 2
We Cannot Predict How Changes in Technology Will Impact Our Business... 3
The Banking Business is Highly Competitive............................. 3
Our Operations May be Adversely Affected if We, or Certain Persons With
Whom We Do Business, Fail to Adequately Address the Year 2000 Issue... 3
We Are Subject to Extensive Regulation................................. 4
Our Subsidiary Banks May be Forced to Pay For Any Losses the FDIC
Incurs If It Provides Assistance to Any of Our Other Subsidiary Banks. 4
THE SPECIAL MEETINGS..................................................... 4
Date, Times and Places................................................. 4
Matters to be Considered at the Special Meetings....................... 4
</TABLE>

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WHAT COUNTRYBANC STOCKHOLDERS WILL RECEIVE IN THE MERGER

We refer to the amount of Gold Banc common stock into which one share of
CountryBanc capital stock would be converted in the merger as the "conversion
number." Gold Banc will issue at least 8,351,000 common shares in exchange for
all of the capital stock of CountryBanc. The conversion number fluctuates based
upon the number of shares of CountryBanc capital stock outstanding on the
closing date of the merger. On January 7, 2000, CountryBanc acquired American
Heritage Bancorp, Inc. by issuing 342,457 shares of Class A common stock. The
number of shares of outstanding CountryBanc capital stock, in turn, will depend
on the number of shares of CountryBanc preferred stock which vest (and thereby
become convertible into Gold Banc common stock in the merger) as a result of
the merger, as follows:

. should the average market closing price of Gold Banc common stock for
the five days prior to closing be equal to or exceed $9.07 per share,
CountryBanc stockholders will receive 8,351,000 Gold Banc shares in
exchange for all of the issued and outstanding shares of CountryBanc
capital stock, or

. should the average market closing price of Gold Banc common stock for
the five days prior to closing be less than $9.07 per share, CountryBanc
shareholders will receive Gold Banc shares equal to the transaction
value of $72,725,000 divided by the five day average market closing
price of Gold Banc common stock.

Illustrations of calculation of the conversion number are provided below
(assuming that the merger closes on March 1, 2000).

<TABLE>
<CAPTION>
(5) (6)
(3) (4) Aggregate The value of
Number of Aggregate number of the merger
shares of number of shares of Gold consideration
CountryBanc shares of Banc Common (6) per
(1) (2) Preferred Stock CountryBanc Stock to be The conversion CountryBanc
If the average Number of that will vest capital stock Issued [based on number share [based on
Gold Banc shares of [based on Gold outstanding Gold Banc [column (5) Gold Banc
trading share CountryBanc common Banc share price [sum of columns share price in divided by share price in
price is: stock outstanding: in column (1)]: (2) and (3)]: column (1)]: column (4)] is: column (1)] is:
- -------------- ------------------ ---------------- --------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
$ 7.50 1,550,379 173,769 1,724,148 10,096,667 5.856 $43.92
$ 8.00 1,550,379 173,769 1,724,148 9,465,625 5.490 $43.92
$ 8.50 1,550,379 173,769 1,724,148 8,908,824 5.167 $43.92
$ 9.00 1,550,379 173,769 1,724,148 8,413,889 4.880 $43.92
$ 9.50 1,550,379 185,056 1,735,435 8,351,000 4.812 $45.71
$10.50 1,550,379 196,815 1,747,194 8,351,000 4.780 $50.19
$11.50 1,550,379 209,507 1,759,886 8,351,000 4.745 $54.57
$12.50 1,550,379 221,554 1,771,993 8,351,000 4.713 $58.91
</TABLE>

Because the trading price of Gold Banc common stock varies, the actual
market value of the Gold Banc common stock you receive as merger consideration
may differ from the calculated value of the merger consideration shown above,
which is provided here for illustrative purposes only.

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QUESTIONS AND ANSWERS
ABOUT THE MERGER

Q: Why are the 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 CountryBanc believes the merger provides
significant value opportunity to CountryBanc 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 8 through 10.

Q: When and where are the special meetings?

A: The Gold Banc and CountryBanc special meetings are scheduled to take place
on March 2, 2000. The Gold Banc special meeting will take place at 10:00
a.m., local time, at 11301 Nall Avenue, Leawood, Kansas. The CountryBanc
special meeting will take place at 10:00 a.m., local time, at 320 North Main
Street, Kingfisher, Oklahoma.

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 a CountryBanc 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, 1601 S.E. 19th Street, Edmond, Oklahoma 73013,
Attention: David Phillips, Corporate Secretary, if you are a CountryBanc
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 meetings. 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, CountryBanc stockholders will receive
written instructions for exchanging their stock certificates for
certificates of Gold Banc common stock. Gold Banc stockholders will keep
their existing certificates.

Q: What happens to my future dividends?

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

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WHO CAN HELP ANSWER QUESTIONS?

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

Gold Banc stockholders:

CountryBanc stockholders:

Keith E. Bouchey, Corporate Secretary David Phillips, Corporate Secretary
Gold Banc Corporation, Inc. CountryBanc Holding Company
11301 Nall Avenue 1601 S.E. 19th Street
Leawood, Kansas 66211 Edmond, Oklahoma 73013
(913) 451-8050 (405) 341-2385

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SUMMARY

This Summary, together with the preceding Question and Answer section,
highlights selected information from this joint proxy statement/prospectus and
may not contain all the information that is important to you. To better
understand the merger, and related transactions and for a more complete
description of the legal terms of the merger and related transactions, you
should carefully read this entire document and the documents we have referred
you to. See "Where You Can Find More Information" on page 72.
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.

CountryBanc Holding Company
1601 S.E. 19th Street
Edmond, Oklahoma 73013
(405) 341-2385

CountryBanc is a multi-bank holding company that, as of September 30, 1999,
operated banks and bank branches in 16 communities in central and western
Oklahoma and in Elkhart, Kansas. CountryBanc's principal subsidiary bank is
People First Bank, the head office of which is located in Hennessey, Oklahoma.
In addition, CountryBanc operates a Kansas chartered bank located in
southwestern Kansas, People First Bank, Elkhart, Kansas. As of September 30,
1999, CountryBanc had total assets of $449.1 million, deposits of $388.6
million and stockholders' equity of $40.2 million.

The Merger

We have entered into an Agreement and Plan of Reorganization with our wholly
owned subsidiary, Gold Banc Acquisition Corporation XII, Inc., and CountryBanc
Holding Company. Under the proposed merger, CountryBanc will be merged with and
into Gold Banc Acquisition Corporation XII, Inc., with Gold Banc Acquisition
Corporation XII, Inc. as the surviving corporation. We have attached the
Agreement and Plan of Reorganization, together with the First Amendment to the
Agreement and Plan of Reorganization, to this document as Appendix A. We
encourage you to read the merger agreement as it is the legal document that
governs the merger.

Our Reasons for the Merger (see pages 8 through 10)

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 CountryBanc common stock,

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

. the anticipated revenue enhancement and cost savings opportunities,

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

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

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

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

. alternatives to enhance stockholder value,

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

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

Our Recommendations to Stockholders (see pages 8 through 9)

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 Country Banc Stockholders: The CountryBanc 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 CountryBanc Stockholders will Receive (see page vi and page 7)

If we complete the merger, you will receive for CountryBanc capital stock
approximately 8,351,000 shares of Gold Banc common stock if the average of
market closing prices for Gold Banc common stock for the five consecutive
trading days prior to the effective time of the merger is equal to or exceeds
$9.07 per Gold Banc share. However, should the average market closing prices
for Gold Banc common stock for the five days prior to the effective time of the
merger be less than $9.07 per Gold Banc share, you will receive Gold Banc
shares equal to the target transaction value of $75,725,000 divided by the
average of market closing prices of Gold Banc common stock for the five days
prior to the effective time of the merger.

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 the final
conversion ratio.

Example:

Assuming a final conversion ratio of 4.812, if you currently own 100 shares
of CountryBanc capital stock, and the Gold Banc share price is $9.50 per
share, after the merger you will receive 481 shares of Gold Banc common
stock and a $1.90 check for the sale proceeds for .2 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
CountryBanc capital stock for shares of Gold Banc common stock by sending your
CountryBanc capital stock share certificates, and a form that we will send to
you, to the exchange agents, Midwest Capital Management, Inc. and Gold Bank,
N.A., which will then exchange them for shares of Gold Banc common stock. For
more information on how this exchange procedure works, see "Exchange of
CountryBanc Shares" on page 7.

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 18)

CountryBanc Stockholders. If you are a CountryBanc 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.

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Appraisal Rights (see pages 20 through 21)

Gold Banc is incorporated under Kansas law and CountryBanc is incorporated
under Oklahoma law. Under the applicable Kansas law, Gold Banc stockholders do
not have any right to an appraisal of value of their shares in connection with
the merger.

Under Oklahoma law, CountryBanc stockholders who deliver to CountryBanc a
proper written demand for appraisal prior to the CountryBanc special meeting,
and who do not vote in favor of the merger, will be entitled to appraisal
rights. See page 20 and Appendix D for a description of appraisal rights and
the procedures to be followed.

Directors and Management Following the Merger (see page 17)

Upon completion of the merger, the board of directors of Gold Banc will
consist of the seven present Gold Banc directors. In addition, Don C. McNeill,
a present director of CountryBanc, will become a director of Gold Banc. No
changes will be made to the Gold Banc management in connection with the merger.

Opinion of CountryBanc's Financial Advisor (see pages 10 through 12)

In deciding to approve the merger, the CountryBanc board considered the
opinion from its financial advisor, Hovde Financial LLC as to the fairness from
a financial point of view of the shares of Gold Banc common stock to be
exchanged for each share of CountryBanc capital stock. This opinion is attached
as Appendix B to this joint proxy statement/prospectus.

Opinion of Gold Banc's Financial Advisor (see pages 13 through 17)

In deciding to approve the merger, the Gold Banc board considered the
opinion from its financial advisor, U.S. Bancorp Piper Jaffrey, as to the
fairness from a financial point of view of the shares of Gold Banc common stock
to be exchanged for each share of CountryBanc capital stock. This opinion is
attached as Appendix C to this joint proxy statement/prospectus.

Conditions to the Merger (see page 22)

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 CountryBanc 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 a legal opinion from Gold Banc's counsel covering customary
corporate law matters,

. receipt of required regulatory approvals,

. receipt of a letter from CountryBanc's accountants that there are no
severance or other payments which constitute non-deductible parachute
payments,

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

. the declaration of effectiveness of this registration statement,

. the Gold Banc common stock to be issued in the merger being approved and
authorized for quotation on Nasdaq,

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

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

. certain financial measures applicable to CountryBanc being satisfied,
and

. the receipt by CountryBanc of an opinion from Hovde Financial LLC
passing on the fairness of the merger to holders of CountryBanc capital
stock.

xi
<PAGE>

Termination of the Merger Agreement (see page 24)

Gold Banc and CountryBanc 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 April 30,
2000 but CountryBanc has the right to extend the termination date until
June 29, 2000.

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

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

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

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

. by either company if the stockholders of Gold Banc or the stockholders
of CountryBanc fail to vote their approval of the merger,

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

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

Termination Fees and Expenses (see page 24)

CountryBanc is required to pay Gold Banc a termination fee of $2.5 million
if:

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

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

Stock Options

CountryBanc Stock Options. CountryBanc currently does not have outstanding
any options to acquire CountryBanc capital stock.

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.

Description of CountryBanc Capital Stock (see pages 41 through 43)

The CountryBanc capital stock consists of 4,250,000 shares of Class A common
stock, par value $0.01 per share, of which 1,550,379 shares are currently
outstanding, 4,250,000 shares of Class B common stock, par value $0.01 per
share, of which 201,920 shares are currently outstanding, and 1,500,000 shares
of Preferred Stock, par value $0.01 per share, of which 508,767 shares have
been designated as Preferred Stock, Special Series, all of which are issued and
outstanding and subject to the Amended and Restated Stock Restriction
Agreement, dated October 17, 1996, between CountryBanc, Don C. McNeill, William
Randon and others.

xii
<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 CountryBanc and the related notes and Management's
Discussion and Analysis of Financial Condition and Results of Operations. These
items for CountryBanc are contained in its Management's Discussion and Analysis
of Financial Condition and Results of Operations beginning on page 45 and in
the CountryBanc 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 71.

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.

xiii
<PAGE>

CountryBanc Selected Historical Consolidated Financial Information

The historical consolidated financial information for CountryBanc 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,
----------------- ------------------------------
1996
1999 1998 1998 1997 (90 Days)(1)
-------- -------- -------- -------- ------------
(in thousands, except for per share data)
<S> <C> <C> <C> <C> <C>
Selected Financial Data--
CountryBanc:
Net interest income and other
income....................... $ 17,625 $ 15,875 $ 21,218 $ 19,196 $ 4,765
Net earnings.................. 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 the acquisition of
three banks; previous operations of CountryBanc were insignificant. The
information presented above has not been restated to include the financial
condition and results of operations of American Heritage Bancorp which was
acquired on January 7, 2000 in a pooling of interests transaction.

xiv
<PAGE>

Recent Developments

Proposed Acquisitions by Gold Banc Corporation, Inc.
of Union Bankshares, Ltd.
American Bancshares, Inc.,
First Business Bancshares of Kansas City, Inc.,
and DSP Investments, Limited

Union Bankshares, Ltd.

On August 9, 1999 Gold Banc entered into an Agreement and Plan of
Reorganization to acquire Union Bankshares, Ltd., of Denver Colorado. As of
September 30, 1999, Union Bankshares had total assets of $351.9 million, total
deposits of $292.2 million and total stockholders' equity of $19.5 million.
Union Bankshares, founded in 1984, has based its recent growth on developing
startup branches that are strategically located around the Denver metropolitan
area to serve its focus market of small and medium-sized businesses and
individuals. The total purchase price of Union Bankshares is approximately $54
million in a stock-for-stock, tax-free exchange. The transaction is subject to
approval of regulatory authorities and the stockholders of both Gold Banc and
Union Bankshares. The transaction will be accounted for as a pooling of
interests and is expected to close in the first quarter of 2000.

Should the merger of Gold Banc and Union Bankshares occur, Union Bankshares'
shares would be converted into Gold Banc shares using a "conversion number."
The conversion number is determined by dividing the "target" Union Bankshares'
share price of $23.05 by the average of the high and low sales prices of Gold
Banc common stock as reported on the Nasdaq National Market and calculated on a
daily basis for the 10 trading days ending the third trading day prior to the
date of merger, subject to certain adjustments based on the Gold Banc share
price as follows:

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

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

. If the Gold Banc share price is less than $13.00, the Gold Banc share
price used to determine the conversion number is deemed to be $13.00. It
is a condition precedent to the merger that the average Gold Banc share
price is not less than $11.00.

We are providing the following Union Bankshares Selected Historical
Consolidated Financial Information to aid you in your analysis of the financial
aspects of the recent development and its possible impact to Gold Banc's and
CountryBanc's 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.

xv
<PAGE>

Union Bankshares Selected Historical Consolidated Financial Information

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

American Bancshares, Inc.

On September 6, 1999 Gold Banc entered into an Agreement and Plan of
Reorganization to acquire American Bancshares, Inc., a Florida corporation. On
January 21, 2000, Gold Banc and American Bancshares entered into a First
Amendment to Agreement and Plan of Reorganization. As of September 30, 1999,
American Bancshares had total assets of $471.5 million, total deposits of
$352.1 million and total stockholders' equity of $27.0 million. American
Bancshares, founded in 1989, has grown rapidly to ten locations and is the
largest independent bank in Manatee County, Florida. Most of the bank's
customers are small and medium-sized businesses and individuals located in the
west central coastal area of Florida. The total purchase price of American
Bancshares is approximately $95 million in a stock-for-stock, tax-free
exchange. The transaction is subject to approval of regulatory authorities and
the stockholders of both Gold Banc and American Bancshares. The transaction
will be accounted for as a pooling of interests and is expected to close in the
first quarter of 2000.

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

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

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

. If the Gold Banc share price is less than $11.00, the Gold Banc share
price used to determine the conversion number is deemed to be $11.00. It
is a condition precedent to the merger that the average Gold Banc share
price is not less than $9.25.

We are providing the following American Bancshares Selected Historical
Consolidated Financial Information to aid you in your analysis of the financial
aspects of the recent development and its possible impact to Gold Banc's and
CountryBanc's stockholders. This information is only a summary and you should
read it in conjunction with the historical financial statements of American
Bancshares and the related notes contained in its financial statements that
Gold Banc has filed with the Securities and Exchange Commission on its Form 8-K
dated November 19, 1999 and Form 8-K/A dated December 9, 1999 that are
incorporated herein by reference.

xvi
<PAGE>

American Bancshares Selected Historical Consolidated Financial Information

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

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. On
January 21, 2000, Gold Banc and First Business Bancshares entered into a First
Amendment to Agreement and Plan of Reorganization. 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.

xvii
<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 CountryBanc's 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 CountryBanc's 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.

xviii
<PAGE>

During the quarter ended December 31, 1999, CountryBanc Holding Company
recorded a loan loss provision of approximately $2.6 million. A portion of the
loan loss provision was the result of the impact of low energy prices during
the early part of 1999 and continued low commodity prices. The remaining
portion was due to conditions that arose with regard to specific loans. The
impact of the low energy and commodity prices was not fully determined until
the fourth quarter. Management is not aware of any other issues that would
negatively impact the overall credit quality of the loan portfolio at December
31, 1999.

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

xix
<PAGE>

SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION.

Selected Unaudited Pro Forma Financial Information. Gold Banc and
CountryBanc 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 CountryBanc's businesses been combined for the
periods and at the dates indicated. Gold Banc and CountryBanc also are
providing unaudited pro forma financial information to illustrate the results
of operations and financial position of the combined Gold Banc, Union
Bankshares, American Bancshares, CountryBanc and First Business Bancshares
merged entity absent any operational or other changes had Gold Banc's, Union
Bankshares', American Bancshares', CountryBanc's and First Business Bancshares'
businesses been combined for the periods and at the dates indicated. DSP
Investments, Limited's results of operations and financial position are not
included in the pro forma data because it is immaterial to the combined group
and will be accounted for as a purchase. This information is provided for
illustrative purposes only and does not show what their results of operations
or financial position would have been if the merger had actually occurred on
the dates assumed. This information also does not indicate what their future
operating results or consolidated financial position will be. Only normal
recurring adjustments necessary for a fair statement of results of unaudited
historical interim periods have been included. Please see "Unaudited Pro Forma
Financial Statements" on page 25 for a more detailed explanation of this
analysis.

Pooling Accounting Treatment. Each of the mergers, except DSP Investments,
will be accounted for as a pooling of interests, which means that we will treat
our companies as if they had always been combined for accounting and financial
reporting purposes. For a more detailed description of pooling of interests
accounting, see "The Proposed Merger--Accounting Treatment; Restrictions on
Sales by Affiliates" on page 18.

Periods Covered. The unaudited pro forma income statement data combines Gold
Banc's results for its years 1996, 1997 and 1998 and for the nine months ended
September 30, 1999 and 1998, with CountryBanc's 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
CountryBanc's 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.

xx
<PAGE>

COMBINED PRO FORMA FINANCIAL INFORMATION

GOLD BANC AND COUNTRYBANC

<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
--------------------- --------------------------------
1996 (3)
1999 1998 1998 1997 (90 Days)
---------- ---------- ---------- ---------- ----------
(in thousands, except for per share data)
<S> <C> <C> <C> <C> <C>
Selected Pro Forma
Financial Data--
Gold Banc and
CountryBanc combined
(3) (4):
Net interest income and
other income........... $ 64,617 $ 51,544 $ 70,539 $ 56,161 $ 30,409
Net earnings............ 15,080 14,531 18,077 15,039 5,219
Pro Forma (1).......... 15,080 12,749 15,280 13,460 5,219
Basic net earnings per
common share (2)....... 0.61 0.61 0.76 0.67 0.40
Pro Forma (1).......... 0.61 0.54 0.64 0.60 0.40
Diluted net earnings per
common share (2)....... 0.59 0.59 0.73 0.64 0.39
Pro Forma (1).......... 0.59 0.51 0.61 0.57 0.39
Cash dividends paid per
common share........... 0.06 0.06 0.08 0.05 --
Total assets (end of
period)................ 1,803,522 1,553,354 1,645,232 1,300,697 1,089,784
Long-term borrowings
(end of period)........ 144,030 62,664 97,608 42,599 15,274
Total stockholders'
equity (end of period). 136,171 125,332 130,218 104,795 86,338
Book value per common
share (end of period).. $ 5.33 $ 4.97 $ 5.10 $ 4.40 $ 3.71
</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 CountryBanc is computed using
a conversion rate of one CountryBanc share for 4.844 shares of Gold Banc
stock in the exchange.
(3) CountryBanc commenced operations in October 1996 with the acquisition of
three banks; previous operations of CountryBanc were insignificant.
(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.

xxi
<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.

xxii
<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
Citizen's Bank of Tulsa, the Subchapter S corporation acquired in a
pooling of interests transaction as if it was subject to Federal income
tax.
. CountryBanc on a historical basis.
. Gold Banc and CountryBanc combined on a pro forma basis.
. Gold Banc and CountryBanc combined on a pro forma basis stated on an
equivalent CountryBanc 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 CountryBanc 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 CountryBanc contained herein. Pro forma combined and
equivalent pro forma per share data reflect the combined results of Gold Banc
and CountryBanc presented as though they were one company for all periods
shown. Pro forma combined and equivalent pro forma per share data reflect the
combined results of Gold Banc, Union Bankshares, American Bancshares,
CountryBanc and First Business Bancshares as though they were one company for
all periods shown. Pro forma and equivalent pro forma cash dividends paid per
share reflect Gold Banc's cash dividends paid in the periods indicated.

All shares of CountryBanc capital stock shall be exchanged for 8,351,000
shares of Gold Banc common stock. Should the average market price of Gold Banc
common stock for the five day period prior to closing be less than $9.07 per
share, CountryBanc stockholders will receive Gold Banc common stock equal to
the target transaction value of $75,725,000 divided by the average market price
of Gold Banc common stock at closing.

The CountryBanc equivalent pro forma per share information shows the effect
of the mergers from the perspective of an owner of CountryBanc capital 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 in the Union Bankshares exchange and in the
American Bancshares exchange and 2,750,000 shares of Gold Banc stock in the
First Business Bancshares exchange.

The number of shares of Gold Banc common stock, and the related conversion
number, into which each share of CountryBanc capital stock will be converted
will depend on the total number of shares of Gold Banc common stock issued in
the merger, as well as both the total number of shares of CountryBanc common
stock outstanding at the time the merger with Gold Banc is consummated and the
number of shares of CountryBanc preferred stock which vest (and thereby become
convertible into Gold Banc common stock) as a result of the merger. The number
of shares of Gold Banc common stock to be issued in the merger may vary. If the
average market closing price of the Gold Banc common stock during the 5-day
trading period ending immediately prior to the consummation of the merger
equals or exceeds $9.07, Gold Banc will issue 8,351,000 shares of its common
stock in the merger. However, if the average market closing price of Gold Banc
common stock for the specified period is less than $9.07, then Gold Banc will
issue common stock equal to the target transaction value of $75,725,000 divided
by the five day average market closing price of Gold Banc common stock. The
number of shares of CountryBanc preferred stock which will vest will depend on
the average market closing price of the Gold Banc common stock during the 5-day
trading period ending immediately prior to the consummation of the merger, as
well as the date on which the merger is consummated. For purposes of

xxiii
<PAGE>

determining the per share data which follows, we have assumed that the merger
with CountryBanc will be consummated on March 2, 2000. For an example of the
effect of changes in the Gold Banc stock price on the number of shares of
CountryBanc preferred stock which will vest, and the related conversion number,
see "What CountryBanc Stockholders Will Receive in the Merger" at page vi.

The relative exchange ratios for the merger are as follows:

5.856 Gold Banc shares for one CountryBanc share--assumes the average Gold
Banc price is $7.50.

5.167 Gold Banc shares for one CountryBanc share--assumes the average Gold
Banc price is $8.50.

4.812 Gold Banc shares for one CountryBanc share--assumes the average Gold
Banc price is $9.50.

4.780 Gold Banc shares for one CountryBanc share--assumes the average Gold
Banc price is $10.50.

4.745 Gold Banc shares for one CountryBanc share--assumes the average Gold
Banc price is $11.50.

4.713 Gold Banc shares for one CountryBanc share--assumes the average Gold
Banc price is $12.50.

xxiv
<PAGE>

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

Gold Banc and CountryBanc combined on a pro
forma basis assuming a Gold Banc price of:
$ 7.50..................................... $0.57 $0.50 $0.60 $0.56 $0.39
$ 8.50..................................... $0.60 $0.53 $0.63 $0.58 $0.40
$ 9.50..................................... $0.61 $0.54 $0.64 $0.60 $0.40
$10.50..................................... $0.61 $0.54 $0.64 $0.60 $0.40
$11.50..................................... $0.61 $0.54 $0.64 $0.60 $0.40
$12.50..................................... $0.61 $0.54 $0.64 $0.60 $0.40

Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis
assuming a Gold Banc price of:
$ 7.50..................................... $0.46 $0.40 $0.49 $0.47 $0.34
$ 8.50..................................... $0.47 $0.41 $0.51 $0.49 $0.34
$ 9.50..................................... $0.47 $0.42 $0.51 $0.49 $0.34
$10.50..................................... $0.47 $0.42 $0.51 $0.49 $0.34
$11.50..................................... $0.47 $0.42 $0.51 $0.49 $0.34
$12.50..................................... $0.47 $0.42 $0.51 $0.49 $0.34

CountryBanc historical basis................. $3.17 $3.04 $4.02 $3.38 $(0.03)

Gold Banc and CountryBanc combined on a pro
forma basis per Country Banc equivalent
common share assuming a Gold Banc price of:
$ 7.50..................................... $3.34 $2.92 $3.51 $3.28 $2.28
$ 8.50..................................... $3.10 $2.74 $3.26 $2.89 $2.02
$ 9.50..................................... $2.93 $2.60 $3.08 $2.79 $1.92
$10.50..................................... $2.92 $2.58 $3.06 $2.87 $1.91
$11.50..................................... $2.89 $2.56 $3.04 $2.85 $1.90
$12.50..................................... $2.87 $2.55 $3.02 $2.83 $1.89

Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
CountryBanc equivalent common share assuming
a Gold Banc price of:
$ 7.50..................................... $2.69 $2.34 $2.87 $2.75 $1.99
$ 8.50..................................... $2.43 $2.12 $2.64 $2.53 $1.76
$ 9.50..................................... $2.26 $2.02 $2.45 $2.36 $1.64
$10.50..................................... $2.25 $2.01 $2.44 $2.34 $1.63
$11.50..................................... $2.23 $1.99 $2.42 $2.33 $1.61
$12.50..................................... $2.22 $1.98 $2.40 $2.31 $1.60
</TABLE>

xxv
<PAGE>

<TABLE>
<CAPTION>
Nine Months
Ended
September Years Ended
30, December 31,
----------- ------------------
1999 1998 1998 1997 1996
----- ----- ----- ----- ------
<S> <C> <C> <C> <C> <C>
Diluted Earnings Per Share:
Gold Banc historical basis................... $0.59 $0.49 $0.55 $0.54 $ 0.45
Gold Banc and CountryBanc combined on a pro
forma basis assuming a Gold Banc price of:
$7.50...................................... $0.55 $0.48 $0.57 $0.54 $ 0.38
$8.50...................................... $0.58 $0.50 $0.60 $0.56 $ 0.39
$9.50...................................... $0.59 $0.51 $0.61 $0.57 $ 0.39
$10.50..................................... $0.59 $0.51 $0.61 $0.57 $ 0.39
$11.50..................................... $0.59 $0.51 $0.61 $0.57 $ 0.39
$12.50..................................... $0.59 $0.51 $0.61 $0.57 $ 0.39
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis
assuming a Gold Banc price of:
$7.50...................................... $0.43 $0.38 $0.46 $0.45 $ 0.32
$8.50...................................... $0.44 $0.39 $0.48 $0.46 $ 0.32
$9.50...................................... $0.45 $0.40 $0.48 $0.47 $ 0.33
$10.50..................................... $0.45 $0.40 $0.48 $0.47 $ 0.33
$11.50..................................... $0.45 $0.40 $0.48 $0.47 $ 0.33
$12.50..................................... $0.45 $0.40 $0.48 $0.47 $ 0.33
CountryBanc historical basis................. $2.77 $2.65 $3.50 $2.93 $(0.03)
Gold Banc and CountryBanc combined on a pro
forma basis per CountryBanc equivalent
common share assuming a Gold Banc price of:
$7.50...................................... $3.22 $2.81 $3.34 $3.16 $ 2.23
$8.50...................................... $3.00 $2.58 $3.10 $2.89 $ 2.01
$9.50...................................... $2.84 $2.45 $2.93 $2.74 $ 1.88
$10.50..................................... $2.82 $2.43 $2.92 $2.72 $ 1.86
$11.50..................................... $2.80 $2.42 $2.89 $2.70 $ 1.85
$12.50..................................... $2.78 $2.40 $2.87 $2.69 $ 1.84
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
CountryBanc equivalent common share assuming
a Gold Banc price of:
$7.50...................................... $2.52 $2.23 $2.69 $2.63 $ 1.87
$8.50...................................... $2.27 $2.02 $2.48 $2.38 $ 1.65
$9.50...................................... $2.17 $1.92 $2.31 $2.26 $ 1.59
$10.50..................................... $2.15 $1.91 $2.29 $2.25 $ 1.58
$11.50..................................... $2.14 $1.90 $2.28 $2.23 $ 1.57
$12.50..................................... $2.12 $1.89 $2.26 $2.22 $ 1.56
</TABLE>

xxvi
<PAGE>

<TABLE>
<CAPTION>
Nine Months
Ended
September Years Ended
30, December 31,
----------- ----------------
1999 1998 1998 1997 1996
----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C>
Dividends Paid Per Common Share:
Gold Banc historical basis...................... $0.06 $0.06 $0.08 $0.05 $--
Gold Banc and CountryBanc combined on a pro
forma basis assuming a Gold Banc price of:
$7.50......................................... $0.06 $0.06 $0.08 $0.05 $--
$8.50......................................... $0.06 $0.06 $0.08 $0.05 $--
$9.50......................................... $0.06 $0.06 $0.08 $0.05 $--
$10.50........................................ $0.06 $0.06 $0.08 $0.05 $--
$11.50........................................ $0.06 $0.06 $0.08 $0.05 $--
$12.50........................................ $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:
$7.50......................................... $0.06 $0.06 $0.08 $0.05 $--
$8.50......................................... $0.06 $0.06 $0.08 $0.05 $--
$9.50......................................... $0.06 $0.06 $0.08 $0.05 $--
$10.50........................................ $0.06 $0.06 $0.08 $0.05 $--
$11.50........................................ $0.06 $0.06 $0.08 $0.05 $--
$12.50........................................ $0.06 $0.06 $0.08 $0.05 $--
CountryBanc historical basis.................... $ -- $ -- $ -- $ -- $--
Gold Banc and CountryBanc combined on a pro
forma basis per CountryBanc equivalent common
share assuming a Gold Banc price of:
$7.50......................................... $0.35 $0.35 $0.47 $0.29 $--
$8.50......................................... $0.31 $0.31 $0.41 $0.26 $--
$9.50......................................... $0.29 $0.29 $0.38 $0.24 $--
$10.50........................................ $0.29 $0.29 $0.38 $0.24 $--
$11.50........................................ $0.28 $0.28 $0.38 $0.24 $--
$12.50........................................ $0.28 $0.28 $0.38 $0.24 $--
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First Business
Bancshares combined on a pro forma basis per
CountryBanc equivalent common share assuming a
Gold Banc price of:
$7.50......................................... $0.35 $0.35 $0.47 $0.29 $--
$8.50......................................... $0.31 $0.31 $0.41 $0.26 $--
$9.50......................................... $0.29 $0.29 $0.38 $0.24 $--
$10.50........................................ $0.29 $0.29 $0.38 $0.24 $--
$11.50........................................ $0.28 $0.28 $0.38 $0.24 $--
$12.50........................................ $0.28 $0.28 $0.38 $0.24 $--
</TABLE>

xxvii
<PAGE>

<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
Book Value Per Share:
Gold Banc historical basis.............. $ 5.25 $ 4.88
Gold Banc and CountryBanc combined on a
pro forma basis assuming a Gold Banc
price of:
$7.50................................. $ 4.99 $ 4.77
$8.50................................. $ 5.22 $ 4.99
$9.50................................. $ 5.33 $ 5.10
$10.50................................ $ 5.33 $ 5.10
$11.50................................ $ 5.33 $ 5.10
$12.50................................ $ 5.33 $ 5.10
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First
Business Bancshares combined on a pro
forma basis assuming a Gold Banc price
of:
$7.50................................. $ 4.34 $ 4.50
$8.50................................. $ 4.47 $ 4.63
$9.50................................. $ 4.53 $ 4.70
$10.50................................ $ 4.53 $ 4.70
$11.50................................ $ 4.53 $ 4.70
$12.50................................ $ 4.53 $ 4.70
CountryBanc historical basis............ $33.26 $30.99
Gold Banc and CountryBanc combined on a
pro forma basis per CountryBanc
equivalent common share assuming a Gold
Banc price of:
$29.22
$7.50................................. $27.93
$8.50................................. $26.97 $25.78
$9.50................................. $25.65 $24.54
$10.50................................ $25.48 $24.38
$11.50................................ $25.29 $24.20
$12.50................................ $25.12 $24.03
Gold Banc, Union Bankshares, American
Bancshares, CountryBanc and First
Business Bancshares combined on a pro
forma basis per CountryBanc equivalent
common share assuming a Gold Banc price
of:
$25.42
$7.50................................. $26.35
$8.50................................. $23.10 $23.92
$9.50................................. $21.80 $22.62
$10.50................................ $21.65 $22.47
$11.50................................ $21.49 $22.30
$12.50................................ $21.35 $22.15
</TABLE>

xxviii
<PAGE>

COMPARATIVE SALES PRICE AND DIVIDEND INFORMATION

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

<TABLE>
<CAPTION>
Cash Dividends
Declared
High Low per Share
------ ------ --------------
<S> <C> <C> <C>
1997
First quarter.............................. $5.94 $4.25 $.000
Second quarter............................. 7.25 5.25 .015
Third quarter.............................. 10.25 6.94 .015
Fourth quarter............................. 13.13 9.25 .015
1998
First quarter.............................. $13.38 $11.63 $.015
Second quarter............................. 22.75 12.50 .020
Third quarter.............................. 21.75 14.00 .020
Fourth quarter............................. 17.25 13.00 .020
1999
First quarter.............................. $16.25 $12.80 $.020
Second quarter............................. 16.38 11.88 .020
Third quarter.............................. 13.88 9.75 .020
Fourth quarter............................. 10.18 9.77 .020
</TABLE>

On October 21, 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 $9.88 per share. On January 25, 2000, the
reported closing price of Gold Banc common stock was $9.00 per share.

CountryBanc. The following table sets forth all of the sales by CountryBanc
stockholders of CountryBanc common stock for the periods indicated, to the
extent known by CountryBanc management.

<TABLE>
<CAPTION>
Cash Dividends
Book Value Sale Price Declared
Per Share Per Share per Share
---------- ---------- --------------
<S> <C> <C> <C>
1997
November 14--1,266 shares.......... $26.51 $26.34 $.000
1998
June 8--2,822 shares............... $28.59 $27.20 $.000
October 8--462 shares.............. 30.04 28.86 .000
1999
August 14--3 shares................ $32.45 $32.96 $.000
</TABLE>

On January 7, 2000 CountryBanc issued 342,457 shares of Class A common stock
to acquire 100% of the outstanding shares of American Heritage Bancorp in a tax
free exchange.

In addition to the transactions described above, on May 28, 1998,
CountryBanc issued a total of 83,095 shares of CountryBanc common stock to
certain of its stockholders for a purchase price of $24.07 per share pursuant
to the terms of subscription agreements entered into by those stockholders in
October 1996, and on June 12, 1998, CountryBanc issued 4,000 shares of
CountryBanc Class A common stock to an executive officer of People First Bank
for a purchase price of $25.00 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 CountryBanc or future acquisitions
will be successful.

We cannot assure that the integration of CountryBanc 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 CountryBanc 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;

. 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.

1
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

. telecommunications;

. data processing;

. automation;

. Internet-based banking;

. telebanking; and

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

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

The banking business is highly competitive.

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

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

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

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

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

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

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

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

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We are subject to extensive regulation.

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

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

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

THE SPECIAL MEETINGS

Date, Times and Places

Gold Banc. Gold Banc's special meeting will be held at Gold Banc, 11301 Nall
Avenue, Leawood, Kansas, at 10:00 a.m., local time, on March 2, 2000.

CountryBanc. CountryBanc's special meeting will be held at 320 North Main
Street, Kingfisher, Oklahoma, at 10:00 a.m., local time, on March 2, 2000.

Matters to be Considered at the Special Meetings

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

CountryBanc. At CountryBanc's special meeting, holders of CountryBanc Class
A common stock are being asked to consider and approve the merger agreement
that provides for the merger of CountryBanc with and into Gold Banc Acquisition
Corporation XII, Inc.

Record Date; Stock Entitled to Vote; Quorum

Gold Banc. The Gold Banc board of directors has established the close of
business on January 31, 2000 as the date to determine those record holders of
Gold Banc common stock entitled to notice of and to vote at the Gold Banc
special meeting. On January 25, 2000, there were 17,595,918 shares of Gold Banc
common stock outstanding held by approximately 327 holders of record (and
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.

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CountryBanc. The CountryBanc board of directors has established the close of
business on January 31, 2000 as the date to determine those record holders of
CountryBanc capital stock entitled to notice of and to vote at the CountryBanc
special meeting. On that date, there were 2,059,146 shares of CountryBanc
capital stock outstanding held by approximately 175 holders of record. A
majority of the shares outstanding and entitled to vote on the record date are
required to be represented in person or by proxy in order for a quorum to be
present for purposes of approving the merger at CountryBanc's special meeting,
although the vote of a majority of the outstanding shares is required for
approval of the merger. In the event a quorum is not present at CountryBanc's
special meeting, it is expected that the meeting will be adjourned or postponed
to solicit additional proxies. Holders of record of CountryBanc Class A common
stock on the record date are each entitled to one vote per share on the merger
to be considered at CountryBanc's special meeting.

Votes Required

Gold Banc. The approval of the merger agreement and issuance of the shares
of Gold Banc common stock to the CountryBanc 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.

CountryBanc. The approval and adoption of the merger agreement requires the
affirmative vote of the holders of a majority of the outstanding shares of
CountryBanc Class A 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 January 25, 2000, the directors and executive officers of
Gold Banc as a group beneficially owned (excluding shares purchasable upon
exercise of stock options) 14.92% of the outstanding shares of Gold Banc common
stock. The approval of the merger agreement and issuance of the shares of Gold
Banc common stock 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.

CountryBanc. As of the record date for the CountryBanc special meeting, the
directors and executive officers of CountryBanc as a group beneficially owned
31.35% of the outstanding shares of CountryBanc Class A common stock. The
approval and adoption of the merger agreement requires the affirmative vote of
a majority of the shares of CountryBanc Class A common stock outstanding on
January 31, 2000.

Voting of Proxies

Submitting Proxies.

Gold Banc and CountryBanc 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 CountryBanc
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 CountryBanc 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.

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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.

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

CountryBanc Holding Company
1601 S.E. 19th Street
Edmond, Oklahoma 73013
Attention: Corporate Secretary

Stockholders who require assistance in changing or revoking a proxy should
contact: David Phillips, Corporate Secretary.

General Information. Abstentions may be specified on the proposals. Shares
of Gold Banc common stock or CountryBanc Class A 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 CountryBanc stockholders, an abstention or a broker non-vote will have the
same effect as a vote against the merger.

Neither Gold Banc nor CountryBanc 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 CountryBanc 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 CountryBanc, 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 CountryBanc 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 CountryBanc capital
stock will be mailed by Gold Banc to former CountryBanc stockholders,
respectively, shortly after the merger is completed.

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THE PROPOSED MERGER

General

Gold Banc and CountryBanc 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 CountryBanc
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.

CountryBanc Proposal. At the CountryBanc stockholders' meeting, holders of
CountryBanc Class A 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 of Class A common stock on
January 31, 2000. The merger will not be completed unless the merger agreement
is approved and adopted by the CountryBanc stockholders.

Exchange of CountryBanc Shares

If you are a record holder of CountryBanc capital stock immediately prior to
the effective time of the merger and the proposals are approved, you will
receive in exchange for each share of CountryBanc capital stock, a range of
4.713 to 5.856 shares of Gold Banc common stock dependent upon:

. the number of shares of CountryBanc Preferred Stock which vest (and
thereby become convertible into Gold Banc common stock in the merger)
and

. the average market closing price for Gold Banc common stock for the five
consecutive trading days prior to the effective time of the merger. The
range presented above is based upon a Gold Banc share price of $7.50 to
$12.50 per share. Should the Gold Banc average market closing price
equal or exceed $9.07 per share at the effective time of the merger,
Gold Banc will issue 8,351,000 common shares in exchange for all of the
issued and outstanding shares of CountryBanc capital stock. Should the
Gold Banc average market closing price be less than $9.07 per share,
Gold Banc will issue common shares equal to the target transaction value
of $75,725,000 divided by the Gold Banc average market closing price at
the effective time of the merger.

See "What CountryBanc Stockholders Will Receive in the Merger" on page vi.

Stock Options

CountryBanc Stock Options. CountryBanc currently does not have outstanding
any options to acquire CountryBanc capital stock.

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

In 1998 the CountryBanc board of directors, as part of its ongoing
consideration of CountryBanc's strategic plan and objectives, authorized
CountryBanc's executive officers to explore the various alternatives available
to CountryBanc to provide to its shareholders increased liquidity for their
investment in CountryBanc. Pursuant to this authorization, in November 1998, a
representative of Keefe, Bruyette & Woods, Inc. ("Keefe, Bruyette") met with
the CountryBanc board of directors to discuss alternative strategies, including
a possible business combination. Following this meeting and in December 1998,
CountryBanc retained Keefe, Bruyette to assist and advise it in exploring a
possible merger or sale.

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During January and February 1999, Keefe, Bruyette contacted several
potential acquirors (including Gold Banc) about their interest in a possible
merger with CountryBanc and provided them with confidential information
regarding CountryBanc. These contacts led to CountryBanc having preliminary
discussions with several parties, one of which was Gold Banc. However, during
these discussions, CountryBanc's management and board of directors decided in
March 1999, that it was in the best interest of CountryBanc to cease further
discussions with all potential acquirors. Also during March 1999, the
engagement between CountryBanc and Keefe, Bruyette was terminated.

In April 1999, Hovde Financial LLC ("Hovde") was retained to further assist
CountryBanc in the marketing process and to provide financial advice with
respect to a possible transaction. During May 1999, Hovde contacted a number of
regional and national financial institutions about their interest in a possible
combination with CountryBanc, including several which had originally been
approached by Keefe, Bruyette. As a result of these contacts, 15 potential
acquirors (including Gold Banc) were provided confidential information
regarding CountryBanc. This process again led to preliminary discussions held
by CountryBanc with several parties. CountryBanc commenced extensive
negotiations with Gold Banc in August 1999. These negotiations resulted in a
nonbinding letter of intent, dated September 10, 1999, between Gold Banc and
CountryBanc. In conjunction with entering into the letter of intent,
CountryBanc suspended further discussions with other parties.

After entering into the letter of intent, Gold Banc and CountryBanc
conducted further negotiations with respect to the terms of a definitive
acquisition agreement. These negotiations included a downward adjustment in the
number of shares of Gold Banc Common Stock to be issued in the merger as a
result of the fact that CountryBanc had terminated its acquisition agreement
with one of two bank holding companies it had agreed to acquire prior to
consummation of the merger, the acquisition of which was pending at the time
Gold Banc and CountryBanc entered into their letter of intent. Following these
additional negotiations, the CountryBanc board of directors met on October 20,
1999 to, among other matters, review the financial terms of the merger and the
proposed form of merger agreement, as well as to receive presentations with
respect to the merger and proposed form of merger agreement from CountryBanc's
financial and legal advisors. Following these presentations and a discussion by
the directors of the financial and other terms of the merger, as well as the
terms of the proposed form of merger agreement, the merger and the merger
agreement were unanimously approved by the CountryBanc board of directors. The
merger agreement was then entered into by CountryBanc and Gold Banc on October
22, 1999.

On January 19, 2000, Gold Banc and CountryBanc amended the merger agreement
to increase the exchange ratio by providing more shares of Gold Banc common
stock to the CountryBanc shareholders as merger consideration. The amendment
provided for the deletion of the CountryBanc termination option price of $9.50
for Gold Banc stock which was included in the original merger agreement.

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 CountryBanc
stockholders in relation to the book value and earnings per share of the
CountryBanc common stock;

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

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

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

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 18;

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 US
Bancorp Piper Jaffray, financial advisor to Gold Banc, that the consideration
proposed to be paid by Gold Banc for CountryBanc pursuant to the merger
agreement is fair, from a financial point of view, to Gold Banc. The opinion of
US Bancorp Piper Jaffray 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 CountryBanc stockholders.

CountryBanc. In reaching its determination to approve and recommend the
merger, the CountryBanc board of directors considered a variety of factors,
including the following:

1. The financial terms of the merger, including the value of the Gold
Banc common stock to be received by CountryBanc's stockholders.

2. Information concerning the business, financial condition, results of
operation and prospects of Gold Banc, including the value of and prospects
for the Gold Banc common stock being received by CountryBanc stockholders.

3. The current and prospective environment in which CountryBanc
operates, including the competitive environment for banks and other
financial institutions generally, and the trend toward consolidation and
increased competition in the financial services industry both in the
Southwest and elsewhere.

4. CountryBanc's board of directors review, with its legal and financial
advisors, of various strategic alternatives to the merger, including
potential transactions with other parties or remaining an independent
institution.

5. The fact that the merger would provide CountryBanc's stockholders
with increased liquidity by reason of the fact that the Gold Banc common
stock is publicly traded, as well as an opportunity to become stockholders
of an organization that the CountryBanc board of directors believes to be
well managed.

6. The financial presentation and opinion of Hovde rendered to the
CountryBanc board of directors that the consideration proposed to be paid
by Gold Banc for CountryBanc pursuant to the merger agreement is fair from
a financial point of view, to CountryBanc's stockholders. The opinion of
Hovde is set forth in Appendix B to this joint proxy statement/propectus.

7. The expectation that the merger will provide fair value to
CountryBanc and its stockholders in a tax-free transaction that will
qualify for pooling of interests accounting treatment.

8. The likelihood that the merger would enable CountryBanc to better
serve the needs of the communities in which it operates and its customers
as a result of being affiliated with a larger, more

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diversified banking institution, therefore affording access to greater
financial and managerial resources and a broader array of potential
products, services and technologies.

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

The foregoing discussion of the factors considered by the CountryBanc board
of directors is not intended to be exhaustive, but is believed to include the
material factors considered by the CountryBanc board of directors in reaching
its determination to approve and recommend the merger to CountryBanc's
stockholders. Subject to satisfaction of certain conditions contained in the
merger agreement, CountryBanc's board of directors believes the merger to be
fair and in the best interest of CountryBanc's stockholders. CountryBanc's
board of directors unanimously recommends that the CountryBanc stockholders
vote for approval of the merger agreement and the merger.

Opinion of CountryBanc's Financial Advisor

The full text of the fairness opinion, which sets forth, among other
things, assumptions made, matters considered and qualifications and
limitations on the review undertaken, is attached hereto as Appendix B and is
incorporated herein by reference. CountryBanc's shareholders are urged to read
the fairness opinion in its entirety. The fairness opinion, which was directed
to the CountryBanc board of directors, addresses only the fairness to the
shareholders of CountryBanc, from a financial point of view, of the merger
consideration, and does not constitute a recommendation to any CountryBanc
shareholder as to how such shareholder should vote with respect to the merger.
The fairness opinion was rendered to CountryBanc's board of directors for its
consideration in determining whether to approve the merger agreement. The
following summary of the fairness opinion is qualified in its entirety by
reference to the full text of the fairness opinion.

No limitations were imposed by CountryBanc on the scope of Hovde's
investigation or the procedures to be followed by Hovde in rendering the
fairness opinion. Hovde did not make any recommendation to CountryBanc's board
of directors as to the form or amount of consideration to be paid by Gold Banc
to CountryBanc in connection with the merger, both of which were determined
through arm's length negotiations between the parties. In arriving at its
opinion, Hovde did not ascribe a specific range of value to Gold Banc or
CountryBanc, but rather made its determination as to the fairness, from a
financial point of view, of the merger consideration, on the basis of the
financial and comparative analyses described below. Hovde was not requested to
opine as to, and the fairness opinion does not address, CountryBanc's
underlying business decision to proceed with or effect the merger.

During the course of the engagement, Hovde reviewed and analyzed material
bearing upon the financial and operating condition of Gold Banc and
CountryBanc and material prepared in connection with the merger, including the
following: the merger agreement; certain publicly available information
concerning Gold Banc and CountryBanc, including, as applicable: Gold Banc's
and CountryBanc's audited consolidated financial statements for each of the
three years ended December 31, 1998, and the unaudited financial statements
for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999;
documents filed with the Securities and Exchange Commission, the Federal
Deposit Insurance Corporation, Federal Reserve and other state or other
regulatory agencies, as applicable and/or appropriate, for the aforementioned
three-year period and for the quarterly periods ended March 31, 1999, June 30,
1999 and September 30, 1999, respectively; as applicable, recent internal
reports and/or financial projections regarding Gold Banc and CountryBanc; the
nature and terms of recent sale and merger transactions involving banks and
bank holding companies that Hovde considered relevant; and financial and other
information provided to us by the managements of Gold Banc and CountryBanc.

In rendering the fairness opinion, Hovde assumed and relied upon the
accuracy and completeness of the financial and other information provided to
it by CountryBanc or Gold Banc without assuming any responsibility for
independent verification of such information and further relied upon the
assurances of the managements of Gold Banc and CountryBanc that they were not
aware of any facts or circumstances that

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<PAGE>

would make such information, provided by them, inaccurate or misleading. With
respect to financial statements and/or projections to the extent such were
provided by Gold Banc and CountryBanc, Hovde assumed that such financial
statements and/or projections were reasonably prepared on a basis reflecting
the best currently available estimates and judgments of the respective
managements of Gold Banc and CountryBanc. Hovde assumed that the merger will be
accounted for using the pooling of interests method of accounting. In rendering
the fairness opinion, Hovde did not conduct a physical inspection of the
properties and facilities of Gold Banc or CountryBanc and did not make or
obtain any evaluations or appraisals of the assets or liabilities of Gold Banc
or CountryBanc. In addition, Hovde noted that it is not expert in the
evaluation of loan portfolios or allowances for loan, lease or real estate
owned losses, and it assumed that the allowances for loan, lease and real
estate owned losses (as currently stated or as adjusted for in connection with
the Merger or otherwise) provided to it by CountryBanc and used by it in its
analysis and in rendering its fairness opinion were in the aggregate adequate
to cover all such losses. The fairness opinion was based upon market, economic
and other conditions as they existed on, and could be evaluated as of, the date
the fairness opinion.

The following is a summary of the analyses Hovde performed in rendering its
fairness opinion. In connection with the preparation and delivery of the
fairness opinion to the board of directors of CountryBanc, Hovde performed a
variety of financial and comparative analyses, as described below. The
preparation of a fairness opinion involves various determinations as to the
most appropriate and relevant methods of financial and comparative analysis and
the application of those methods to the particular circumstances and,
therefore, such an opinion is not readily susceptible to summary description.
Furthermore, in arriving at its opinion, Hovde did not attribute any particular
weight to any analysis or factor considered by it, but rather made qualitative
judgments as to the significance and relevance of each analysis and factor.
Accordingly, Hovde believes that its analyses must be considered as a whole and
that considering any portion of such analyses and factors, without considering
all analyses and factors, could create a misleading or incomplete view of the
process underlying its opinion. In its analyses, Hovde made numerous
assumptions with respect to industry performance, general business and economic
conditions and other matters, many of which are beyond the control of Hovde.
Any estimates contained in these analyses were not necessarily indicative of
actual values or predictive of future results or values, which may be
significantly more or less favorable than as set forth therein. In addition,
analyses relating to the value of businesses did not purport to be appraisals
or to reflect the prices at which businesses may actually be sold.

Merger Value Analysis. Under the original agreement, the merger
consideration payable to CountryBanc's stockholders was fixed at 7,971,589
shares of Gold Banc common stock. Under the first amendment to agreement and
plan of reorganization dated January 19, 2000, the merger consideration payable
to CountryBanc shall equal the right to receive Gold Banc common stock in a
quantity equal to the greater of (i) 8,351,000 shares or (ii) shares equal to
the quotient of $75,725,000 divided by the average market closing Gold Banc
stock price. Hovde calculated the aggregate merger consideration, price-to-
tangible book multiple, and deposit premium paid (defined as the merger value
less the tangible book value of CountryBanc, divided by CountryBanc's core
deposits), in the Merger using September 30, 1999 financial data for
CountryBanc and the trading value of Gold Banc common stock as of the closing
of trading on January 24, 1999. This analysis yielded an aggregate merger value
of $75,725,000, a price-to-tangible book value multiple of 193.0%, a price-to-
last twelve months' earnings multiple of 11.9x and a deposit premium of 9.0%.

Comparable Company Analysis--Gold Banc. Using publicly available
information, Hovde compared the financial performance and stock market
valuation of Gold Banc with the following selected banking institutions with
assets between $1 and $5 billion (the "Comparable Bank Group") deemed relevant
by Hovde: Alabama National BanCorporation (AL), BancFirst Corporation (OK),
Carolina First Corporation (SC), Century South Banks, Inc. (GA), City Holding
Company, Inc. (WV), F&M Bancorp (MD), First Charter Corporation (NC), Greater
Bay Bancorp (CA), Intrust Financial Corporation (KS), Local Financial
Corporation (OK), Sandy Spring Bancorp, Inc. (MD), Sky Financial Group, Inc.
(OH), Susquehanna Bancshares, Inc. (PA) and WesBanco, Inc. (WV). Indications of
such financial performance and stock market valuation included profitability
(return on average assets and return on average equity for the latest twelve
month period ended September 30, 1999, of 0.97% and 13.02%, respectively, for
Gold Banc and averages of 1.04% and 12.27%, respectively, for the Comparable
Bank Group); the ratio of tangible equity to tangible assets (4.13% for Gold

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Banc and an average of 7.66% for the Comparable Bank Group); the ratio of non-
performing assets to total assets (0.37% for Gold Banc and an average of 0.38%
for the Comparable Bank Group); current stock price to earnings for the latest
twelve month period ended September 30, 1999, 2000 expected earnings (14.4x and
8.8x, respectively, for Gold Banc and an average of 14.2x, and 11.7x,
respectively, for the Comparable Bank Group); and current stock price to
tangible book value as of September 30, 1999 (274.8% for Gold Banc and an
average of 192.1% for the Comparable Bank Group).

Because of the inherent differences in the businesses, operations, financial
conditions and prospects of CountryBanc, Gold Banc and the companies included
in the Comparable Bank Group, Hovde believed that a purely quantitative
comparable company analysis would not be particularly meaningful in the context
of the merger. Hovde believed that the appropriate use of a comparable company
analysis in this instance would involve qualitative judgments concerning the
differences between CountryBanc and the companies included in the Comparable
Bank Group that would affect the trading values of the comparable companies.

Comparable Transaction Analysis. Using publicly available information, Hovde
reviewed certain terms and financial characteristics, including historical
price-to-earnings ratio, the price-to-tangible book ratio, and the deposit
premium paid in prior commercial banking institution merger or acquisition
transactions. The comparable group ("Comparable Group") included transactions
announced since January 1, 1995 with sellers located in Arkansas, Iowa, Kansas,
Missouri, Nebraska or Oklahoma with assets between $100 million and $1 billion
and deposits per branch between $15 million and $30 million. The Comparable
Group included 19 transactions. The average price-to-last twelve months'
earnings for the Comparable Group was 14.8x, and ranged from 9.1x to 20.8x. The
average price-to-tangible book value for the Comparable Group was 223.4%, and
ranged from 156.7% to 336.3%. The average deposit premium for the Comparable
Group was 10.3%, and ranged from 5.1% to 15.3%.

Because the reasons for and circumstances surrounding each of the
transactions analyzed were so diverse and because of the inherent differences
in the businesses, operations, financial conditions and prospects of
CountryBanc, Gold Banc and the companies included in the Comparable Group,
Hovde believed that a purely quantitative comparable transaction analysis would
not be particularly meaningful in the context of rendering the fairness
opinion. Hovde believed that the appropriate use of a comparable transaction
analysis in this instance would involve qualitative judgments concerning the
differences between the characteristics of these transactions and the Merger
which would affect the acquisition values of the acquired companies and
CountryBanc.

Discounted Terminal Value Analysis. Hovde estimated the present value of the
CountryBanc common stock by assuming a range of discount rates from 13% to 15%
and a 10% annual growth rate in earnings through 2004, starting with earnings
of $6.86 million in 1999. In arriving at the value of CountryBanc's common
stock, Hovde assumed an earnings growth rate of 3.0% from 2005 into perpetuity.
This terminal value was then discounted, along with yearly cash flows for 1999
through 2004, to arrive at the present value for CountryBanc's common stock.
These rates and values were chosen to reflect different assumptions regarding
the required rates of return of holders or prospective buyers of CountryBanc
common stock. This analysis and its underlying assumptions yielded a range of
value for CountryBanc between $74.5 million and $90.9 million, compared to a
total Merger Consideration of $75.7 million.

Hovde is a nationally recognized investment banking firm. Hovde, as part of
its investment banking business, is continuously engaged in the valuation of
businesses and securities in connection with mergers and acquisitions,
competitive biddings, private placements and valuations for corporate and other
purposes. Pursuant to a letter agreement dated April 8, 1999, and amended on
September 8, 1999, between CountryBanc and Hovde, CountryBanc engaged Hovde to
advise it with respect to a potential business combination with Gold Banc and,
in the event a transaction was consummated with Gold Banc, agreed to pay to
Hovde a fee in an amount equal to $400,000. The Hovde agreement also provides
for CountryBanc to provide indemnification to Hovde and its affiliates against
certain liabilities to which it may become subject to as a result of its
services to CountryBanc under the agreement with Hovde, including liabilities
under securities laws, as well as other specified conditions.

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Opinion of Gold Banc's Financial Advisor

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

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

On December 13, 1999, U.S. Bancorp Piper Jaffray delivered its oral opinion
to members of senior management of Gold Banc (subsequently confirmed to Gold
Banc's board by a written opinion dated as of the same date) to the effect
that, as of the date of the opinion and based on and subject to the
assumptions, factors and limitations as set forth in the opinion and as
described below, the consideration proposed to be paid by Gold Banc pursuant to
the merger agreement was fair, from a financial point of view, to Gold Banc. A
copy of the U.S. Bancorp Piper Jaffray opinion letter is attached to this
document as Appendix C and is incorporated herein by reference.

While U.S. Bancorp Piper Jaffray rendered its opinion and provided certain
analyses, U.S. Bancorp Piper Jaffray was not requested to and did not make any
recommendation as to the form or amount of the consideration to be exchanged by
Gold Banc in the merger, which was determined through negotiations between
CountryBanc and Gold Banc. The U.S. Bancorp Piper Jaffray opinion, which was
delivered for use by the Gold Banc board, is directed only to the fairness to
Gold Banc, from a financial point of view, of the proposed consideration to be
paid by Gold Banc in connection with the merger, does not address the value of
a share of Gold Banc common stock, does not address Gold Banc's underlying
business decision to participate in the merger and does not constitute a
recommendation to any Gold Banc stockholder as to how such stockholder should
vote with respect to the merger. U.S. Bancorp Piper Jaffray does not admit that
it is an expert within the meaning of the term "expert" as used in the
Securities Act and the rules and regulations promulgated thereunder, or that
its opinions constitute a report or valuation within the meaning of Section 11
of the Securities Act and the rules and regulations promulgated thereunder.
However, U.S. Bancorp Piper Jaffray has consented to the use of its name in
this joint proxy statement/prospectus and the inclusion of its opinion as
Appendix C.

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

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

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

1. the merger agreement;

2. information relative to the business, financial condition and
operations of Gold Banc and CountryBanc furnished by management of Gold
Banc and CountryBanc, respectively;

3. certain pro forma internal financial planning information for
CountryBanc and Gold Banc furnished by management of Gold Banc;

4. certain financial and securities data of Gold Banc;

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

6. publicly available information relative to Gold Banc; and

7. certain financial and securities data of companies deemed similar to
Gold Banc or representative of the business sector in which Gold Banc
operates.

In addition, U.S. Bancorp Piper Jaffray engaged in discussions with members of
management of CountryBanc and Gold Banc concerning the respective financial
conditions, current operating results and business outlooks of CountryBanc and
Gold Banc, including the prospects for the combined companies and any potential
operating efficiencies and synergies which may arise from the merger.

For purposes of its opinion, U.S. Bancorp Piper Jaffray relied upon and
assumed the accuracy, completeness and fairness of the financial and other
information made available to it and did not attempt to independently verify
such information. U.S. Bancorp Piper Jaffray relied upon the assurances of Gold
Banc and CountryBanc management that the information provided by Gold Banc and
CountryBanc had a reasonable basis and, with respect to financial planning data
and other business outlook information, reflected the best available estimates,
and that they were not aware of any information or fact that would make the
information provided to U.S. Bancorp Piper Jaffray incomplete or misleading.
U.S. Bancorp Piper Jaffray relied, without independent verification, on the
assessments by management of Gold Banc of the amount and timing of potential
cost savings and other synergies realizable as a result of the merger and
assumed that the merger would be accounted for as a pooling of interests under
generally accepted accounting principles. In arriving at its opinion, U.S.
Bancorp Piper Jaffray did not perform, nor was it furnished, any appraisal or
valuation of specific assets or liabilities of Gold Banc or CountryBanc and
expressed no opinion regarding the liquidation value of any entity. No
limitations were imposed by Gold Banc on the scope of U.S. Bancorp Piper
Jaffray's investigation or the procedures to be followed in rendering its
opinion. U.S. Bancorp Piper Jaffray expressed no opinion as to the price at
which shares of Gold Banc common stock may trade at any future time or the
potential value of shares of CountryBanc stock at any future time. The U.S.
Bancorp Piper Jaffray opinion is based upon information available to U.S.
Bancorp Piper Jaffray as of December 9, 1999, and the facts and circumstances
as they existed and were subject to evaluation on that date. Events occurring,
or facts and circumstances or economic, market and other conditions becoming
available for evaluation after such date could materially affect the
assumptions used in preparing the opinion.

U.S. Bancorp Piper Jaffray performed certain financial and comparative
analyses, including those summarized below, which it discussed with members of
senior management of Gold Banc on December 13, 1999. U.S. Bancorp Piper Jaffray
also prepared and delivered to the Gold Banc board certain written materials
containing various analyses and other information relevant to the opinion. The
analyses referred to below were made in connection with rendering the opinion.

Selected Market Information. U.S. Bancorp Piper Jaffray reviewed certain
stock trading characteristics of Gold Banc common stock, including stock price
and volume comparisons for periods ending December 9, 1999. U.S. Bancorp Piper
Jaffray also analyzed the per share price and aggregate transaction value based
on the exchange ratio and other terms set forth in the merger agreement.

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<PAGE>

Pro Forma Analysis. U.S. Bancorp Piper Jaffray analyzed the hypothetical pro
forma effects of the merger on Gold Banc's earnings per share, book value per
share and tangible book value per share for the years ending December 31, 1999,
2000 and 2001. This analysis assumed no synergies for the year ending December
31, 1999 given the timing of the consummation of the merger, and considered the
expected synergies for the years ending December 31, 2000 and 2001. In this
analysis, Gold Banc's internal projected pre-merger earnings per share, book
value per share and tangible book value per share were compared to the internal
projected post-merger earnings per share, book value per share and tangible
book value per share reflecting the addition of CountryBanc's earnings as well
as certain other pro forma changes. The analysis with synergies was based on
internal projections for CountryBanc provided by Gold Banc's management. No
analysis was performed on a "without synergies" basis because the necessary pro
forma financial information with respect to CountryBanc was not available. The
projected earnings per share, book value per share and tangible book value per
share for the combined entities were then compared to Gold Banc's projected
earnings per share, book value per share and tangible book value per share over
the same periods on a stand alone basis. Based on the issuance of a fixed
number of 7,971,589 shares of Gold Banc common stock for all of CountryBanc's
outstanding capital stock, this analysis indicated that, with expected
synergies, the merger would be accretive to Gold Banc's projected earnings per
share, tangible book value and book value in 1999, 2000 and 2001.

Contribution Analysis. U.S. Bancorp Piper Jaffray analyzed the hypothetical
pro forma contribution of Gold Banc to the combined company for the years ended
December 31, 1997 and 1998 and the years ending December 31, 1999 through 2001.
For these periods, U.S. Bancorp Piper Jaffray analyzed Gold Banc's expected
contribution, with expected synergies from the merger, to the pro forma net
income, tangible book value and book value of the combined entity. This
analysis shows that Gold Banc would have contributed 60.6%, 67.1%, and 63.5% to
combined net income, tangible book value and book value, respectively, in
fiscal 1997 and 61.3%, 66.0% and 64.6% to combined net income, tangible book
value and book value, respectively, in fiscal 1998. In fiscal 1999, where no
synergies are expected due to timing of the consummation of the merger, the
Gold Banc contribution is estimated to be 65.9%, 58.8% and 63.3% of combined
net income, tangible book value and book value, respectively. In fiscal 2000,
taking into account the expected synergies, the Gold Banc contribution is
estimated to be 65.9%, 62.7% and 65.2% of combined net income, tangible book
value and book value, respectively. In fiscal 2001, taking into account the
expected synergies, the Gold Banc contribution is estimated to be 67.4%, 65.5%
and 67.0% of combined net income, tangible book value and book value,
respectively. Assuming the issuance of 7,971,589 shares of Gold Banc common
stock for all of CountryBanc's outstanding capital stock, Gold Banc
stockholders will account for approximately 68.4% of the combined companies'
equity on a fully diluted basis.

Discounted Implied Dividend Analysis. Using a discounted implied dividend
analysis, U.S. Bancorp Piper Jaffray calculated a range of theoretical per
share values for CountryBanc based on the net present value of: (1)
CountryBanc's implied annual dividend income through 2004, subject to a
constraint of maintaining a minimum ratio of tangible equity to tangible assets
of 6.5%, and (2) a terminal value for CountryBanc in 2004 calculated based upon
a multiple of net income. The projected financial data for CountryBanc utilized
by U.S. Bancorp Piper Jaffray in this analysis for 2000 through 2002 was
prepared by Gold Banc management, and for 2003 and 2004 was derived using
growth estimates provided by Gold Banc management. Both sets of projected
financial data incorporated expected synergies. U.S. Bancorp Piper Jaffray
calculated the range of net present values for CountryBanc based on a range of
discount rates of 13% to 17% and a range of terminal value multiples of
forecasted 2004 net income of 10x to 14x. This analysis yielded a range of
estimated net present values for CountryBanc of approximately $85,674,000 to
$125,255,000 taking into account the expected synergies relating to the merger.

Comparable Merger and Acquisition Analysis. U.S. Bancorp Piper Jaffray
reviewed selected transactions involving acquired companies deemed comparable
to CountryBanc that have been completed from January 1, 1997 to December 9,
1999 where the target was privately held, was 100% acquired, was located in the
Midwest region of the United States, and had total assets between $300 million
and $1 billion. This analysis was based on publicly available information
obtained from press releases, industry and popular press

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<PAGE>

reports, databases and other sources. This search yielded 14 comparable
transactions. Based on its analysis of the comparable transactions, U.S.
Bancorp Piper Jaffray derived the mean, median and ranges of various multiples
for the comparable transaction group and compared such multiples to
CountryBanc's comparable multiples. The comparable transaction group's mean and
median deal value/assets multiples of 0.20x and 0.20x, and a range of 0.05x to
0.28x, were compared with CountryBanc's multiple of 0.14x; the mean and median
deal value/book value multiples of 2.64x and 2.63x, and range of 0.70x to
4.26x, were compared with CountryBanc's multiple of 1.44x; the mean and median
deal value/tangible book value multiples of 2.91x and 2.91x, and range of 0.72x
to 4.51x, were compared with CountryBanc's multiple of 1.84x; and the mean and
median deal value/latest twelve months net income of 22.00x and 20.58x, and
range of 7.80x to 58.77x, were compared with CountryBanc's multiple of 10.96x.

Comparable Company Analysis. U.S. Bancorp Piper Jaffray reviewed information
relating to 8 publicly traded companies involved in the banking industry where
the company had total assets of approximately $1.5 billion to $3 billion and
was located in the Midwest region of the United States. Share pricing for the
publicly traded companies in the public market reflects the value of a minority
interest and does not reflect a control premium. Based on its review, U.S.
Bancorp Piper Jaffray derived mean and median return on average assets of 1.22%
and 1.30%, and a range of 0.62% to 1.62% (compared to 0.97% for Gold Banc);
mean and median return on average equity of 13.87% and 12.55%, and a range of
11.24% to 19.10% (compared to 13.02% for Gold Banc); mean and median leverage
ratios of 9.82% and 10.74%, and a range of 4.80% to 12.75% (compared to 7.40%
for Gold Banc); mean and median total capital ratios of 16.31% and 14.38%, and
a range of 8.00% to 27.91% (compared to 10.59% for Gold Banc); and mean and
median efficiency ratios of 55.41% and 57.28%, and a range of 40.37% to 70.73%
(compared to 62.99% for Gold Banc). U.S. Bancorp Piper Jaffray also derived
mean and median latest twelve months price to earnings multiples of 14.13x and
14.65x, and a range of 8.85x to 21.83x (compared to a multiple of 11.84x for
Gold Banc); mean and median price to estimated calendar 1999 earnings multiples
of 13.34x and 13.91x, and a range of 8.64x to 18.02x (compared to a multiple of
10.84x for Gold Banc); mean and median price to estimated calendar 2000
earnings multiples of 11.75x and 11.82x, and a range of 8.42x to 16.85x
(compared to a multiple of 8.65x for Gold Banc); mean and median price to book
value multiples of 1.78x and 1.73x, and a range of 1.11x to 2.37x (compared to
a multiple of 1.71x for Gold Banc); and mean and median price to tangible book
value multiples of 1.85x and 1.85x, and a range of 1.14x to 2.37x (compared to
a 2.54x multiple for Gold Banc).

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

For acting as financial advisor to Gold Banc in connection with the merger,
Gold Banc has agreed to pay U.S. Bancorp Piper Jaffray a fee of $150,000. Gold
Banc has also agreed to pay the reasonable out-of-pocket expenses of U.S.
Bancorp Piper Jaffray, not to exceed $15,000 without Gold Banc's approval, and
to indemnify

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U.S. Bancorp Piper Jaffray against certain liabilities incurred (including
liabilities under the federal securities laws) in connection with the
engagement of U.S. Bancorp Piper Jaffray by Gold Banc. The fees payable to U.S.
Bancorp Piper Jaffray are not contingent upon consummation of the merger.

Timing of Opinion. U.S. Bancorp Piper Jaffray issued its fairness opinion on
December 13, 1999 when the merger consideration payable to CountryBanc's
stockholders under the original merger agreement was fixed at 7,971,589 shares
of Gold Banc common stock. Under the first amendment to the merger agreement,
which was signed on January 19, 2000, the merger consideration payable to
CountryBanc's stockholders increased to the greater of 8,351,000 shares or
shares with an average market closing price of $75,725,000 as described herein.
The Board of Directors of Gold Banc did not consider it necessary to obtain an
update of the fairness opinion.

Operations And Management After the Merger

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

CountryBanc 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 CountryBanc by expanding the products and services offered.

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

The board of directors of Gold Banc will consist of the seven present Gold
Banc directors. In addition, Don C. McNeill, a present director of CountryBanc,
will become a director of Gold Banc. No changes will be made to Gold Banc's
management in connection with the merger.

Federal Securities Laws Consequences

The shares of Gold Banc to be issued pursuant to the merger have been
registered under the Securities Act of 1933. The provisions of Rule 145 under
the Securities Act allow such shares to be sold without restriction by
stockholders of CountryBanc who are not deemed to be "affiliates" (as that term
is defined in the rules under the Securities Act) of CountryBanc and who do not
become affiliates of Gold Banc. The shares of Gold Banc common stock to be
issued to affiliates of CountryBanc 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 CountryBanc 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 CountryBanc shall
deliver to Gold Banc an affiliate letter from each affiliate in the form
attached to the merger agreement.

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An affiliate letter will constitute an agreement by each affiliate of
CountryBanc 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 CountryBanc 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 are
also 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 CountryBanc will be carried forward
to the consolidated financial statements of Gold Banc at their recorded amounts
and the consolidated earnings of CountryBanc 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 CountryBanc at the time the merger agreement is submitted
for the approval of CountryBanc's 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 CountryBanc
have been published. Pursuant to the merger agreement, Gold Banc has agreed to
publish such results as soon as practicable after the effective time of the
merger.

Federal Income Tax Consequences

The following discussion is based upon the provisions of the Internal
Revenue Code, the applicable regulations thereunder, judicial authority,
current administrative rulings and practice as of the date hereof and the
opinion to be provided by Stinson, Mag & Fizzell, P.C. The opinion of Stinson,
Mag & Fizzell, P.C. will be based upon certain assumptions and representations
by the management of each of CountryBanc and Gold Banc and by certain holders
of the outstanding CountryBanc capital stock. A ruling from the Internal
Revenue Service concerning the tax consequences of the merger will not be
requested. The following discussion does not address the federal income tax
consequences to special classes of taxpayers including, without limitation,
foreign corporations, tax exempt entities and persons who acquired their
CountryBanc capital stock pursuant to the exercise of an employee option or
otherwise as compensation. The discussion also assumes that the shares of
CountryBanc capital stock are held as capital assets by the stockholders of
CountryBanc.

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

1. No gain or loss will be recognized by the stockholders of CountryBanc
who exchange all of their CountryBanc capital stock solely for Gold Banc
common stock pursuant to the merger. Gain or loss may be recognized by
stockholders of CountryBanc 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 CountryBanc in the merger will equal the tax basis of capital 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 CountryBanc in the merger will include the holding period
of CountryBanc capital stock exchanged therefor.

18
<PAGE>

The federal income tax discussion set forth above is included for general
information only. Each CountryBanc 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 CountryBanc's Management and Directors in the Merger

You should be aware that certain members of CountryBanc's 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.

Employment Agreements with CountryBanc. In conjunction with entering into
the merger agreement and with the approval of Gold Banc, effective October 18,
1999, CountryBanc renewed its employment agreement with Michael R. Sterkel, the
President of CountryBanc's principal subsidiary, People First Bank and an
Executive Vice President of CountryBanc, and entered into a new employment
agreement with Ralph Frederickson, an Executive Vice President of People First
Bank. Mr. Sterkel's Employment Agreement is for a term of two years and
provides for a base salary of $150,000 per year plus an opportunity for a
performance bonus not to exceed 50% of his base salary. Mr. Frederickson's
Employment Agreement is also for a term of two years and provides for a base
salary of $125,000 plus the opportunity for a performance bonus not to exceed
50% of his base salary. The performance bonus for both Mr. Sterkel and Mr.
Frederickson is to be determined by CountryBanc's board of directors based upon
the attainment of specific objectives under CountryBanc's budget. In addition,
both Mr. Sterkel and Mr. Frederickson's employment agreement provides for an
automobile allowance and the reimbursement of reasonable out-of-pocket expenses
incurred in connection with their duties.

In conjunction with the acquisition of American Heritage on January 7, 2000,
CountryBanc entered into employment agreements with Joe Williams and Doug
Tippens, the President and Executive Vice President of American Heritage Bank.
Both of these employment agreements are for a one-year term and automatically
renew for successive one-year terms unless notice is provided by either
CountryBanc or the executive of its or his desire to terminate the agreement.

Mr. Williams' employment agreement provides for a base salary of $150,000
plus a bonus opportunity. Mr. Tippens' employment agreement provides for a base
salary of $137,500 plus a bonus opportunity. Bonuses are to be determined based
upon American Heritage Bank's attainment of performance objectives to be
mutually agreed upon by the executive and CountryBanc. In addition to the base
salary provisions, both Mr. Williams and Mr. Tippens' employment agreements
provide for a retention bonus to be paid at the time each agreement is entered
into. In the event either Mr. Williams or Mr. Tippens voluntarily terminates
his employment with American Heritage Bank prior to the first anniversary of
the effective date of his employment agreement, he is required to refund a
ratable portion of the retention bonus.

CountryBanc has also signed retention bonus agreements with a number of its
and People First Bank's key employees, including Ralph Frederickson and Keith
Schwandt. The agreements provide that upon a change of control which becomes
effective prior to December 31, 2000, the employee (subject to the employee not
voluntarily terminating his or her employment) will be entitled to receive
certain payments. Specifically, within ten days after the effective date of a
change of control, CountryBanc or its successor, is to pay one-third of the
"bonus amount" to the employee. The remaining two-thirds of the bonus amount is
to be paid to the employee nine months following the effective date of the
change of control by CountryBanc or its successor. In the event the employee's
employment with CountryBanc or its successor is terminated prior to the
expiration of the nine-month period (a) by CountryBanc or its successor under
circumstances which do not constitute a termination for cause or (b) by the
employee under circumstances which do not constitute "good reason", then
CountryBanc or its successor is required to pay to the employee two-thirds of
the bonus amount within ten days after the employee's termination. The bonus
amount for Ralph Frederickson and Keith Schwandt under their retention bonus
agreements is $175,000 and $75,000, respectively.

19
<PAGE>

The merger agreement provides that Gold Banc is to indemnify the present
directors, officers and employees of CountryBanc and its subsidiaries for any
damages incurred by such person in connection with any action arising out of
actions or omissions occurring prior to the closing of the merger to the full
extent permitted under Oklahoma law and by CountryBanc's Certificate of
Incorporation and Bylaws as in effect on October 22, 1999. Under the terms of
the merger agreement, Gold Banc is required to maintain in effect for a period
of not less than three years following the closing of the merger, the current
directors and officers' liability insurance maintained by CountryBanc or, at
its option, may substitute a policy of at least equivalent coverage.

In addition to the foregoing, in conjunction with entering into the merger
agreement on October 22, 1999, Gold Banc agreed to request its directors to
appoint Don McNeill as a director of Gold Banc and, upon the expiration of his
initial term, to nominate Mr. McNeill to serve for an additional three-year
term as a director of Gold Banc.

Dissenters' Rights

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

Under Section 1091 of the Oklahoma General Corporation Act ("OGCA"), holders
of record of CountryBanc capital stock whose shares are acquired in the merger
will have the right to exercise dissenters' appraisal rights. Holders of record
of CountryBanc capital stock who object to the merger in writing and who follow
the procedures prescribed by Section 1091 will be entitled to receive a cash
payment equal to the value of the CountryBanc capital stock held by them in
lieu of receiving the consideration proposed under the merger agreement. Set
forth below is a summary of the procedures that holders of CountryBanc capital
stock must follow in order to exercise dissenters' appraisal rights. This
summary does not purport to be complete and is qualified in its entirety by
reference to Section 1091, a copy of which, as of the date hereof, is attached
hereto as Appendix D and is incorporated herein by reference.

A stockholder of CountyBanc whose shares are to be acquired in the merger
and who desires to dissent from the merger pursuant to Section 1091 of the OGCA
and receive cash payment for his or her shares must comply with each of the
following conditions and requirements:

1. The stockholder must deliver to CountryBanc, before the taking of the
vote on the merger, a written demand for appraisal of such stockholder's
shares. Such demand should be delivered or mailed in time to arrive before
the vote to be taken at the CountryBanc special stockholders meeting, to
CountryBanc at 1601 S.E. 19th Street, Edmond, Oklahoma, 73013 to the
attention of David Phillips. The written demand must be made in addition
to, and separate from, any proxy or vote against approval of the merger.
Neither a proxy vote against, nor a vote at the CountryBanc special
stockholders meeting against, nor a failure to vote for, nor abstaining
from voting on the merger will constitute the required written demand.

2. The stockholder must not vote by proxy or in person in favor of
approval of the merger. A stockholder who executes and returns an unmarked
proxy will have his or her shares of CountryBanc capital stock voted in
favor of the merger and cannot exercise any rights as a dissenting
stockholder. A stockholder who abstains from voting by marking a proxy
"abstain" or by otherwise not voting can exercise dissenters' rights. The
failure of a stockholder to vote at the CountryBanc special stockholders
meeting will not constitute a waiver of his or her rights as a dissenting
stockholder.

Within 10 days after the consummation of the merger, CountryBanc must mail
to any dissenting stockholder who has complied with the two conditions
described above written notice that the merger has become effective.

20
<PAGE>

Within 120 days after the consummation of the merger, either CountryBanc or
any dissenting stockholder may file a petition with the district court
demanding a determination of the value of the stock of all dissenting
stockholders of CountyBanc. Any dissenting stockholder may, at any time within
60 days after the consummation of the merger, withdraw the demand for appraisal
and accept the terms of the merger agreement. Dissenting stockholders are
entitled to receive from CountryBanc, upon written request, a statement setting
forth the aggregate number of shares not voted in favor of the merger and with
respect to which demands for appraisal have been received and the aggregate
number of holders of such shares.

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

At the hearing, the court would determine the stockholders who have
perfected their dissenters' rights and may require them to submit their stock
certificates to the court clerk for notation thereon of the pendency of the
appraisal proceedings, and may dismiss the proceedings with respect to any
dissenting stockholder who fails to comply with that order. The court would
then, taking into account all relevant factors, determine the fair value of the
stock of all of the dissenting stockholders exclusive of any element of value
arising from the accomplishment or expectation of the merger, and order its
payment to the dissenting stockholders, together with a fair rate of interest,
if any, to be paid upon such amount. Discovery and other pretrial proceedings
would be conducted to the extent permitted by the court in its discretion.
Interest may be simple or compound as the court may direct. Court costs would
be imposed upon the parties as the court directs. Upon application of any
dissenting stockholder, the court may order all or a portion of the expenses
incurred by any dissenting stockholder in connection with the appraisal
proceedings, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against all of the shares
entitled to an appraisal.

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

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

A record owner who holds stock as a nominee for others, may exercise the
right of appraisal with respect to the shares held for all or less than all
beneficial owners of shares held by the record owner. In such cases, the
written demand must set forth the number of shares as to which appraisal is
sought. If the number of shares as to which appraisal is sought is not
expressly mentioned, the demand will be presumed to cover all shares of stock
outstanding in the name of such record owner.

Stockholders who have elected to dissent are bound by their election unless
they withdraw their demand within 60 days after the consummation of the merger
and may not thereafter withdraw their election and receive Gold Banc common
stock without the written consent of CountryBanc.

21
<PAGE>

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

Conditions to the Merger

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

. Approval of the merger agreement by the holders of a majority of all the
outstanding shares of CountryBanc Class A common stock;

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

. The accuracy of the representations of Gold Banc and CountryBanc made in
the merger agreement and the performance of their respective obligations
thereunder;

. The absence of a material adverse change since October 22, 1999,
affecting the financial condition, properties, assets, liabilities,
rights or business of Gold Banc, CountryBanc or their subsidiaries;

. On the closing date of the merger, the total equity capital of
CountryBanc, on a consolidated basis, is not less than $49.734 million,
and the reserve for loan and lease losses of CountryBanc, on a
consolidated basis, is not less than $5.454 million, and the total
indebtedness of CountryBanc, on a parent-only basis, is not in excess of
$4.5 million (excluding certain loan loss reserves and bond losses
recorded in the 4th quarter of 1999 by CountryBanc);

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

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

. The receipt by Gold Banc of an opinion from McAfee & Taft as to certain
corporate matters regarding CountryBanc;

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

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

. The receipt by Gold Banc of a letter from Arthur Andersen LLP stating
that CountryBanc is eligible to participate in a pooling of interests
transaction with Gold Banc;

. The receipt by Gold Banc of an affiliate letter from each person who is
an "affiliate" of CountryBanc at the time the merger agreement is
submitted for approval of the stockholders of Gold Banc;

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

. The receipt of necessary regulatory approvals;

. The receipt by CountryBanc of an opinion from Hovde Financial, Inc.
stating that, in the opinion of such firm, the exchange ratio is fair,
from a financial point of view, to the stockholders of CountryBanc;

. The Registration Statement to register the shares of Gold Banc to be
received by stockholders of CountryBanc in the merger shall be effective
and comply with all relevant laws;

. The Gold Banc stock to be issued in the merger shall be approved and
authorized for quotation on Nasdaq; and

. Gold Banc and CountryBanc shall have received from Arthur Andersen LLP a
written calculation of all severance payments payable by CountryBanc,
certification that such calculation was done according to the proper
plan or agreement and an opinion that all such severance payments are
tax deductible.

22
<PAGE>

Regulatory Approval

Pursuant to Section 3(a)(5) of the Bank Holding Company Act, the merger is
subject to the approval of the Federal Reserve System. Gold Banc filed on
December 9, 1999, an application for approval with the Federal Reserve Bank of
Kansas City. Gold Banc expects to receive a decision from the Federal Reserve
Bank by February 11, 2000. No other regulatory approvals are required in order
to consummate the merger.

Conduct of Business Pending the Merger

Until either the merger is completed or the merger agreement is terminated,
Gold Banc and CountryBanc 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. CountryBanc has agreed to
certain limitations on their ability to engage in material transactions. Among
those limitations, CountryBanc has agreed, subject to certain exceptions, to
refrain from:

. Amending its certificates of incorporation or bylaws;

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

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

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

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

. Declaring or paying any dividend or making any other distribution in
respect of any capital stock or of other beneficial interest in
CountryBanc or its subsidiaries, other than dividends paid by its
subsidiaries to CountryBanc in order to satisfy preexisting obligations;

. Making any material acquisitions or distributions; or

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

The restrictions described above do not apply to those actions necessary for
CountryBanc to consummate its acquisition of American Heritage.

No Solicitation

The merger agreement provides that, unless and until the merger agreement
has been terminated, neither CountryBanc nor any of 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 CountryBanc, except that to the extent required by
the fiduciary obligations of the board of directors of CountryBanc, it may
provide information in response to an unsolicited request and participate in
negotiations regarding any such unsolicited proposal. CountryBanc 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 CountryBanc and Gold Banc. However, no
such amendment or modification may, after the stockholder approval, alter the
amount or change the form of the consideration or alter or change any of the
terms of the merger agreement if such alteration or change would adversely
affect the holders of CountryBanc's capital

23
<PAGE>

stock. It is anticipated that a condition to consummate the merger would be
waived only in those circumstances where the board of directors of CountryBanc
and Gold Banc, as the case may be, deems such waiver to be in the best
interests of CountryBanc 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 and CountryBanc;

b. Gold Banc or CountryBanc if the merger has not been consummated by
April 30, 2000 unless CountryBanc, at its sole discretion, extends the
deadline, which may be extended to June 29, 2000;

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 CountryBanc if the other party has materially breached
the merger agreement and has not cured such breach within 30 days of notice
of the breach or the closing date, whichever is earlier;

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

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

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

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

i. Gold Banc or CountryBanc if the stockholders of CountryBanc or Gold
Banc fail to vote their approval of the merger.

If the merger agreement is terminated for the reasons described in clauses
(e) or (f) above, CountryBanc must pay Gold Banc a termination fee of $2.5
million.

Effective Time

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

24
<PAGE>

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Gold Banc Corporation, Inc. and CountryBanc Holding Company

The following unaudited pro forma consolidated financial statements combine
the historical consolidated balance sheets and statements of earnings of Gold
Banc and CountryBanc 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 CountryBanc 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 72.

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 CountryBanc are substantially comparable.

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

25
<PAGE>

GOLD BANC CORPORATION, INC. AND COUNTRYBANC HOLDING COMPANY

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS

September 30, 1999
(In thousands)

<TABLE>
<CAPTION>
Assets Gold Banc CountryBanc (4) Dr Cr Pro Forma
------ ---------- --------------- ----- ----- ----------
<S> <C> <C> <C> <C> <C>
Cash and due from banks...... $ 39,935 12,567 5,300(3)(4) $ 47,202
Federal funds sold and
interest-bearing deposits... 21,255 4,667 25,922
---------- ------- ----------
Total cash and cash
equivalents.............. 61,190 17,234 73,124
---------- ------- ----------
Investment securities:
Held-to-maturity............ 25 8,317 8,317(2) 25
Available-for-sale.......... 257,593 107,653 8,317(2) 81(2) 373,482
Trading securities.......... 4,873 -- 4,873
---------- ------- ----------
Total investment
securities............... 262,491 115,970 378,380
---------- ------- ----------
Mortgage and student loans
held for sale, net.......... 50,506 -- 50,506
Loans, net................... 806,930 360,170 1,167,100
Premises and equipment, net.. 31,415 15,438 46,853
Goodwill, net................ 29,383 10,798 40,181
Accrued interest and other
assets...................... 36,747 10,631 47,378
---------- ------- ----------
Total assets.............. $1,278,662 530,241 $1,803,522
========== ======= ==========
<CAPTION>
Liabilities and Stockholders'
Equity
- -----------------------------
<S> <C> <C> <C> <C> <C>
Liabilities:
Deposits.................... $ 967,295 455,532 $1,422,827
Securities sold under
agreements to repurchase... 61,176 -- 61,176
Federal funds purchased and
other short-term
borrowings................. 20,625 3,603 24,228
Guaranteed preferred
beneficial interests in
Company's debentures....... 66,300 -- 66,300
Long-term debt.............. 62,640 15,090 77,730
Accrued interest and other
liabilities................ 10,336 5,985 1,231(2)(3)(4) 15,090
---------- ------- ----------
Total liabilities......... 1,188,372 480,210 1,667,351
---------- ------- ----------
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; 17,181,618
shares issued and
outstanding at
September 30, 1999
(25,532,618 pro forma)..... 17,182 16 16(1) 8,351(1) 25,533
Additional paid-in capital.. 29,200 29,241 8,330(1) 50,111
Retained earnings........... 46,386 21,695 4,100(3)(4) 63,981
Accumulated comprehensive
income (loss), net......... (2,281) (926) 50(2) (3,257)
Unearned compensation....... (197) -- (197)
---------- ------- ----------
Total stockholders'
equity................... 90,290 50,031 136,171
---------- ------- ----------
Total liabilities and
stockholders' equity... $1,278,662 530,241 $1,803,522
========== ======= ==========
</TABLE>
- --------
(1) Entry to reflect merger of CountryBanc Holding Company through exchange of
stock. Exchange ratio used: 4.844 to one.
(2) Entry to adjust securities classified as held-to-maturity to fair value and
reclassify into available-for-sale in accordance with Gold Banc policy.
(3) Gold Banc and CountryBanc estimate they will incur direct transaction costs
of approximately $3.5 million associated with the merger. These costs
consist primarily of investment banking, legal, accounting, printing and
severance payments and operational consolidation costs. The unaudited pro
forma combined balance sheet reflects such expenses as if they had been
paid as of September 30, 1999. Pro forma net earnings and earnings per
share do not reflect these one-time transaction costs.
(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.

26
<PAGE>

GOLD BANC CORPORATION, INC. AND COUNTRYBANC HOLDING COMPANY

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS

December 31, 1998
(In thousands)

<TABLE>
<CAPTION>
CountryBanc
Assets Gold Banc (3) Dr Cr Pro Forma
------ ---------- ----------- ----- ----- ----------
<S> <C> <C> <C> <C> <C>
Cash and due from banks.. $ 36,305 21,359 $ 57,664
Federal funds sold and
interest-bearing
deposits................ 62,798 11,663 74,461
---------- ------- ----------
Total cash and cash
equivalents.......... 99,103 33,022 132,125
---------- ------- ----------
Investment securities:
Held-to-maturity........ 63 6,374 5(2) 6,379(2) 63
Available-for-sale...... 225,606 109,239 6,379(2) 341,224
Trading securities...... 3,851 -- 3,851
---------- ------- ----------
Total investment
securities........... 229,520 115,613 345,138
---------- ------- ----------
Mortgage and student
loans held for sale,
net..................... 5,425 -- 5,425
Loans, net............... 717,939 350,260 1,068,199
Premises and equipment,
net..................... 26,183 15,396 41,579
Goodwill, net............ 13,328 9,594 22,922
Accrued interest and
other assets............ 19,858 9,986 29,844
---------- ------- ----------
Total assets.......... $1,111,356 533,871 $1,645,232
========== ======= ==========
<CAPTION>
Liabilities and
Stockholders' Equity
--------------------
<S> <C> <C> <C> <C> <C>
Liabilities:
Deposits................ $ 926,687 455,257 $1,381,944
Securities sold under
agreements to
repurchase............. 6,644 -- 6,644
Federal funds purchased
and other short-term
borrowings............. 7,568 7,533 15,101
Guaranteed preferred
beneficial interests
in Company's
debentures............. 28,750 -- 28,750
Long-term debt.......... 49,958 18,900 68,858
Accrued interest and
other liabilities...... 7,938 5,777 2(2) 13,717
---------- ------- ----------
Total liabilities..... 1,027,545 487,467 1,515,014
---------- ------- ----------
Stockholders' equity:
Preferred stock, no par
value; 50,000,000
shares authorized; no
shares issued.......... -- 5 5(1) --
Common stock, $1 par
value; 50,000,000
shares authorized;
17,181,618 shares
issued and outstanding
(25,532,618 pro
forma)................. 17,182 16 16(1) 8,351(1) 25,533
Additional paid-in
capital................ 29,200 29,226 8,330(1) 50,096
Retained earnings....... 37,235 16,803 54,038
Accumulated
comprehensive income
(loss), net............ 391 354 3(2) 748
Unearned compensation... (197) -- (197)
---------- ------- ----------
Total stockholders'
equity............... 83,811 46,404 130,218
---------- ------- ----------
Total liabilities and
stockholders' equity. $1,111,356 533,871 $1,645,232
========== ======= ==========
</TABLE>
- --------
(1) Entry to reflect merger of CountryBanc Holding Company through exchange of
stock. Exchange ratio used: 4.844 to one.
(2) Entry to adjust securities classified as held-to-maturity to fair value and
reclassify into available-for-sale in accordance with Gold Banc policy.
(3) 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.

27
<PAGE>

GOLD BANC CORPORATION, INC. AND COUNTRYBANC HOLDING COMPANY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

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

<TABLE>
<CAPTION>
CountryBanc
Gold Banc (2) Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
Interest income:
Loans, including fees...................... $52,616 26,451 $79,067
Investment securities...................... 10,315 4,913 15,228
Other...................................... 2,284 682 2,966
------- ------ -------
65,215 32,046 97,261
------- ------ -------
Interest expense:
Deposits................................... 28,558 12,737 41,295
Borrowings and other....................... 6,461 1,102 7,563
------- ------ -------
35,019 13,839 48,858
------- ------ -------
Net interest income.......................... 30,196 18,207 48,403
Provision for loan losses.................... 1,301 800 2,101
------- ------ -------
Net interest income after provisions for
loan losses............................... 28,895 17,407 46,302
------- ------ -------
Other income:
Service fees............................... 3,031 2,408 5,439
Investment trading fees and commissions.... 2,556 -- 2,556
Net gains on sale of mortgage loans........ 1,559 -- 1,559
Net securities gains....................... 170 71 241
Unrealized gains (losses) on trading
securities................................ (22) -- (22)
Gain (loss) on sale of assets.............. 23 (8) 15
Other income............................... 5,171 805 5,976
------- ------ -------
12,488 3,276 15,764
------- ------ -------
Other expense:
Salaries and employee benefits............. 13,783 7,252 21,035
Net occupancy expense...................... 4,323 1,963 6,286
Outside services........................... 1,545 522 2,067
Data processing............................ 1,238 379 1,617
Advertising................................ 686 302 988
Goodwill amortization...................... 721 643 1,364
Other expense.............................. 3,950 1,756 5,706
------- ------ -------
26,246 12,817 39,063
------- ------ -------
Earnings before income taxes................. 15,137 7,866 23,003
Income tax expense........................... 4,945 2,978 7,923
------- ------ -------
Net earnings................................. $10,192 4,888 $15,080
======= ====== =======
Earnings per share--basic.................... $ 0.59 3.15 $ 0.61
======= ====== =======
Earnings per share--diluted.................. $ 0.59 2.84 $ 0.59
======= ====== =======
Weighted average shares outstanding (basic).. 17,182 1,550 24,691(1)
======= ====== =======
Weighted average shares outstanding
(diluted)................................... 17,244 1,724 25,595(1)
======= ====== =======
</TABLE>
- --------
(1) Reflects merger of CountryBanc Holding Company through exchange of stock.
Exchange ratio used: 4.844 to one.
(2) CountryBanc amounts have been restated on a pro forma basis to include its
acquisition on January 7, 2000 of American Heritage Bancorp which was
accounted for as a pooling of interests. As of September 30, 1999, American
Heritage had total assets of $81.2 million, total deposits of $67.0
million, total equity of $9.8 million and year-to-date earnings of $1.1
million.

28
<PAGE>

GOLD BANC CORPORATION, INC. AND COUNTRYBANC HOLDING COMPANY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

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

<TABLE>
<CAPTION>
Gold Banc CountryBanc (3) Pro Forma
--------- --------------- ---------
<S> <C> <C> <C>
Interest income:
Loans, including fees.................. $44,309 24,771 $69,080
Investment securities.................. 8,287 5,332 13,619
Other.................................. 1,977 1,082 3,059
------- ------ -------
54,573 31,185 85,758
------- ------ -------
Interest expense:
Deposits............................... 25,289 13,214 38,503
Borrowings and other................... 3,271 902 4,173
------- ------ -------
28,560 14,116 42,676
------- ------ -------
Net interest income..................... 26,013 17,069 43,082
Provision for loan losses............... 1,801 784 2,585
------- ------ -------
Net interest income after provisions
for loan losses....................... 24,212 16,285 40,497
------- ------ -------
Other income:
Service fees........................... 2,275 1,789 4,064
Investment trading fees and
commissions........................... 2,177 -- 2,177
Net gains on sale of mortgage loans.... 769 -- 769
Net securities gains................... 92 17 109
Unrealized gains (losses) on trading
securities............................ (367) -- (367)
Gain (loss) on sale of assets.......... (10) (2) (12)
Other income........................... 1,054 668 1,722
------- ------ -------
5,990 2,472 8,462
------- ------ -------
Other expense:
Salaries and employee benefits......... 9,272 6,449 15,721
Net occupancy.......................... 2,743 1,599 4,342
Outside services....................... 1,427 516 1,943
Data processing........................ 417 264 681
Advertising............................ 488 284 772
Goodwill amortization.................. 300 500 800
Other expense.......................... 3,544 1,895 5,439
------- ------ -------
18,191 11,507 29,698
------- ------ -------
Earnings before income taxes............ 12,011 7,250 19,261
Income tax expense...................... 2,105 2,625 4,730
------- ------ -------
Net earnings............................ $ 9,906 4,625 $14,531
======= ====== =======
Earnings per share--basic............... $ 0.60 3.06 $ 0.61
======= ====== =======
Earnings per share--diluted............. $ 0.60 2.74 $ 0.59
======= ====== =======
Pro forma net earnings and earnings per
share data (2):
Earnings before income taxes........... $12,011 7,250 $19,261
Pro forma income tax expense........... 3,887 2,625 6,512
======= ====== =======
Pro forma net earnings................. $ 8,124 4,625 $12,749
======= ====== =======
Pro forma earnings per common share--
basic.................................. $ 0.49 3.06 $ 0.54
======= ====== =======
Pro forma earnings per common share--
diluted................................ $ 0.49 2.74 $ 0.51
======= ====== =======
Weighted average shares outstanding
(basic)................................ 16,458 1,512 23,780(1)
======= ====== =======
Weighted average shares outstanding
(diluted).............................. 16,600 1,685 24,763(1)
======= ====== =======
</TABLE>

- --------
(1) Reflects merger of CountryBanc Holding Company through exchange of stock.
Exchange ratio used: 4.844 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.
(3) 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.

29
<PAGE>

GOLD BANC CORPORATION, INC. AND COUNTRYBANC HOLDING COMPANY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

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

<TABLE>
<CAPTION>
Gold Pro
Banc CountryBanc (3) Forma
------- --------------- -------
<S> <C> <C> <C>
Interest income:
Loans, including fees.................... $61,017 32,861 $93,878
Investment securities.................... 11,110 7,047 18,157
Other.................................... 3,069 1,554 4,623
------- ------ -------
75,196 41,462 116,658
------- ------ -------
Interest expense:
Deposits................................. 34,931 17,487 52,418
Borrowings and other..................... 4,657 1,169 5,826
------- ------ -------
39,588 18,656 58,244
------- ------ -------
Net interest income....................... 35,608 22,806 58,414
Provision for loan losses................. 2,781 836 3,617
------- ------ -------
Net interest income after provisions for
loan losses............................. 32,827 21,970 54,797
------- ------ -------
Other income:
Service fees............................. 3,275 2,420 5,695
Investment trading fees and commissions.. 3,265 -- 3,265
Net gains on sale of mortgage loans...... 1,106 -- 1,106
Net securities gains..................... 94 17 111
Unrealized gains (losses) on trading
securities.............................. (399) -- (399)
Gain (loss) on sale of assets............ (85) -- (85)
Other income............................. 1,522 910 2,432
------- ------ -------
8,778 3,347 12,125
------- ------ -------
Other expense:
Salaries and employee benefits........... 13,307 8,797 22,104
Net occupancy............................ 3,023 1,919 4,942
Outside services......................... 3,065 655 3,720
Data processing.......................... 1,115 381 1,496
Advertising.............................. 1,124 392 1,516
Goodwill amortization.................... 103 684 787
Other expense............................ 6,342 2,817 9,159
------- ------ -------
28,079 15,645 43,724
------- ------ -------
Earnings before income taxes.............. 13,526 9,672 23,198
Income tax expense........................ 1,607 3,514 5,121
------- ------ -------
Net earnings.............................. $11,919 6,158 $18,077
======= ====== =======
Earnings per share-basic.................. $ 0.71 4.05 $ 0.76
======= ====== =======
Earnings per share-diluted................ $ 0.71 3.63 $ 0.73
======= ====== =======
Pro forma net earnings and earnings per
share data (2):
Earnings before income taxes............. $13,526 9,672 $23,198
Pro forma income tax expense............. 4,404 3,514 7,918
------- ------ -------
Pro forma net earnings................... $ 9,122 6,158 $15,280
======= ====== =======
Pro forma earnings per common share-basic. $ 0.55 4.05 $ 0.64
======= ====== =======
Pro forma earnings per common share-
diluted.................................. $ 0.55 3.63 $ 0.61
======= ====== =======
Weighted average shares outstanding
(basic).................................. 16,566 1,521 23,935(1)
======= ====== =======
Weighted average shares outstanding
(diluted)................................ 16,707 1,695 24,917(1)
======= ====== =======
</TABLE>
- --------
(1) Reflects merger of CountryBanc Holding Company through exchange of stock.
Exchange ratio used: 4.844 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.
(3) 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.

30
<PAGE>

GOLD BANC CORPORATION, INC. AND COUNTRYBANC HOLDING COMPANY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

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

<TABLE>
<CAPTION>
Gold CountryBanc
Banc (3) Pro Forma
------- ----------- ---------
<S> <C> <C> <C>
Interest income:
Loans, including fees........................ $44,977 29,552 $ 74,529
Investment securities........................ 8,767 6,373 15,140
Other........................................ 1,787 843 2,630
------- ------ --------
55,531 36,768 92,299
------- ------ --------
Interest expense:
Deposits..................................... 26,175 15,319 41,494
Borrowings and other......................... 1,800 1,018 2,818
------- ------ --------
27,975 16,337 44,312
------- ------ --------
Net interest income............................ 27,556 20,431 47,987
Provision for loan losses...................... 2,130 1,596 3,726
------- ------ --------
Net interest income after provisions for loan
losses...................................... 25,426 18,835 44,261
------- ------ --------
Other income:
Service fees................................. 2,446 2,534 4,980
Investment trading fees and commissions...... -- -- --
Net gains on sale of mortgage loans.......... 679 -- 679
Net securities gains......................... 116 -- 116
Unrealized gains (losses) on trading
securities.................................. 229 -- 229
Gain (loss) on sale of assets................ 203 -- 203
Other income................................. 1,080 887 1,967
------- ------ --------
4,753 3,421 8,174
------- ------ --------
Other expense:
Salaries and employee benefits............... 8,884 7,669 16,553
Net occupancy................................ 2,145 1,492 3,637
Outside services............................. 1,340 656 1,996
Data processing.............................. 677 316 993
Advertising.................................. 728 346 1,074
Goodwill amortization........................ 95 478 573
Other expense................................ 3,609 2,890 6,499
------- ------ --------
17,478 13,847 31,325
------- ------ --------
Earnings before income taxes................... 12,701 8,409 21,110
Income tax expense............................. 2,827 3,244 6,071
------- ------ --------
Net earnings................................... $ 9,874 5,165 $115,039
======= ====== ========
Earnings per share--basic...................... $ 0.64 3.53 $ 0.67
======= ====== ========
Earnings per share--diluted.................... $ 0.64 3.16 $ 0.64
======= ====== ========
Pro forma net earnings and earnings per share
data (2):
Earnings before income taxes................. $12,701 8,409 $ 21,110
Pro forma income tax expense................. 4,406 3,244 7,650
------- ------ --------
Pro forma net earnings....................... $ 8,295 5,165 $ 13,460
======= ====== ========
Pro forma earnings per common share--basic..... $ 0.54 3.53 $ 0.60
======= ====== ========
Pro forma earnings per common share--diluted... $ 0.53 3.16 $ 0.57
======= ====== ========
Weighted average shares outstanding (basic).... 15,482 1,463 22,569(1)
======= ====== ========
Weighted average shares outstanding (diluted).. 15,522 1,637 23,451(1)
======= ====== ========
</TABLE>
- --------
(1) Reflects merger of CountryBanc Holding Company through exchange of stock.
Exchange ratio used: 4.844 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.
(3) 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.

31
<PAGE>

GOLD BANC CORPORATION, INC. AND COUNTRYBANC HOLDING COMPANY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

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

<TABLE>
<CAPTION>
(90 Days)
CountryBanc
Gold Banc (2) Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
Interest income:
Loans, including fees....................... $34,674 7,140 $41,814
Investment securities....................... 8,777 1,382 10,159
Other....................................... 1,201 346 1,547
------- ----- -------
44,652 8,868 53,520
------- ----- -------
Interest expense:
Deposits.................................... 22,336 3,851 26,187
Borrowings and other........................ 1,946 209 2,155
------- ----- -------
24,282 4,060 28,342
------- ----- -------
Net interest income.......................... 20,370 4,808 25,178
Provision for loan losses.................... 1,262 1,196 2,458
------- ----- -------
Net interest income after provisions for
loan losses................................ 19,108 3,612 22,720
------- ----- -------
Other income:
Service fees................................ 1,982 825 2,807
Investment trading fees and commissions..... -- -- --
Net gains on sale of mortgage loans......... 1,128 -- 1,128
Net securities gains........................ -- -- --
Unrealized gains (losses) on trading
securities................................. -- -- --
Gain (loss) on sale of assets............... 297 -- 297
Other income................................ 772 227 999
------- ----- -------
4,179 1,052 5,231
------- ----- -------
Other expense:
Salaries and employee benefits.............. 8,301 1,904 10,205
Net occupancy............................... 1,571 480 2,051
Outside services............................ 1,000 736 1,736
Data processing............................. 633 67 700
Advertising................................. 549 49 598
Goodwill amortization....................... 551 125 676
Other expense............................... 3,442 785 4,227
------- ----- -------
16,047 4,146 20,193
------- ----- -------
Earnings before income taxes................. 7,240 518 7,758
Income tax expense........................... 2,334 205 2,539
------- ----- -------
Net earnings before extraordinary item....... 4,906 313 5,219
Extraordinary item........................... -- -- --
------- ----- -------
Net earnings................................. $ 4,906 313 $ 5,219
======= ===== =======
Earnings per share-basic, before
extraordinary item.......................... $ 0.45 0.87 $ 0.40
======= ===== =======
Extraordinary item, net...................... $ -- -- $ --
======= ===== =======
Earnings per share-basic..................... $ 0.45 0.87 $ 0.40
======= ===== =======
Earnings per share-diluted, before
extraordinary item.......................... $ 0.45 0.78 $ 0.39
======= ===== =======
Extraordinary item, net...................... $ -- -- $ --
======= ===== =======
Earnings per share-diluted................... $ 0.45 0.78 $ 0.39
======= ===== =======
Weighted average shares outstanding (basic).. 11,237 369 13,204(1)
======= ===== =======
Weighted average shares outstanding
(diluted)................................... 11,237 413 13,236(1)
======= ===== =======
</TABLE>
- --------
(1) Reflects merger of CountryBanc Holding Company through exchange of stock.
Exchange ratio used: 4.844 to one.
(2) CountryBanc amounts have been restated on a pro forma basis to include its
acquisition on January 7, 2000 of American Heritage Bancorp which was
accounted for as a pooling of interests.

32
<PAGE>

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

GOLD BANC CORPORATION, INC., UNION BANKSHARES, LTD., AMERICAN BANCSHARES, INC.,
COUNTRYBANC HOLDING COMPANY AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

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

We are providing the following information to aid you in your analysis of
the financial aspects of the mergers. We derived this information from the
financial statements of Gold Banc for the interim periods ended September 30,
1999 and 1998 and for the years ended December 31, 1998, 1997 and 1996 and from
the financial statements of Union Bankshares, American Bancshares, CountryBanc
and First Business Bancshares for the interim periods ended September 30, 1999
and 1998 and for the years ended December 31, 1998, 1997 and 1996. The
information is only a summary and you should read it in conjunction with our
historical financial statements and related notes contained in the annual
reports and other information that we have filed with the SEC and incorporated
by reference. See "Where You Can Find More Information" on page 72.

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.

33
<PAGE>

GOLD BANC CORPORATION, INC., UNION BANKSHARES, LTD., AMERICAN BANCSHARES, INC.,
COUNTRYBANC HOLDING COMPANY AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS

September 30, 1999
(In thousands)

<TABLE>
<CAPTION>
Gold Banc
and First
CountryBanc Union American Business Adjustments
Assets (4) Bankshares Bancshares Bancshares Dr (Cr) Pro Forma
------ ----------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Cash and due from
banks................. $ 47,202 14,528 17,357 1,987 (13,100)(5) $ 67,974
Federal funds sold and
interest-bearing
deposits.............. 25,922 7,200 43 -- 33,165
---------- ------- ------- ------- ----------
Total cash and cash
equivalents........ 73,124 21,728 17,400 1,987 101,139
---------- ------- ------- ------- ----------
Investment securities:
Held-to-maturity...... 25 34,045 -- -- (34,045)(5) 25
Available-for-sale.... 373,482 113,677 71,340 10,138 33,667 (6) 602,304
Trading securities.... 4,873 -- -- -- 4,873
---------- ------- ------- ------- ----------
Total investment
securities......... 378,380 147,722 71,340 10,138 607,202
---------- ------- ------- ------- ----------
Mortgage and student
loans held for sale,
net................... 50,506 -- 102,220 -- 152,726
Loans, net............. 1,167,100 166,440 257,467 109,880 1,700,887
Premises and equipment,
net................... 46,853 3,245 12,682 1,113 63,893
Goodwill, net.......... 40,181 6,765 70 -- 2,898 (2) 49,914
Accrued interest and
other assets.......... 47,378 5,988 10,280 2,000 65,646
---------- ------- ------- ------- ----------
Total assets........ $1,803,522 351,888 471,459 125,118 $2,741,407
========== ------- ======= ======= ==========
<CAPTION>
Liabilities and
Stockholders' Equity
--------------------
<S> <C> <C> <C> <C> <C> <C>
Liabilities:
Deposits.............. $1,422,827 292,159 352,138 105,003 $2,172,127
Securities sold under
agreements to
repurchase........... 61,176 -- 29,195 4,638 95,009
Federal funds
purchased and other
short-term
borrowings........... 24,228 28,600 17,150 2,100 72,078
Guaranteed preferred
beneficial interests
in Company's
debentures........... 66,300 10,304 16,249 -- 92,853
Long-term debt........ 77,730 -- 26,000 4,008 770 (3) 106,968
Accrued interest and
other liabilities.... 15,090 1,314 3,734 810 2,944 (5)(6) 18,004
---------- ------- ------- ------- ----------
Total liabilities... 1,667,351 332,377 444,466 116,559 2,557,039
---------- ------- ------- ------- ----------
Minority interest...... -- -- -- 1,430 1,430 (2) --
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;
25,532,618 shares
issued and
outstanding at
September 30, 1999
(40,726,282 pro
forma)............... 25,154 2 5,913 181 (9,477)(1)(2)(3) 40,727
Additional paid-in
capital.............. 50,490 9,672 15,716 5,939 4,954 (1)(2)(3) 76,863
Retained earnings..... 63,981 11,114 7,819 1,706 10,300 (5) 74,320
Accumulated
comprehensive income
(loss), net.......... (3,257) (1,277) (2,455) (122) 234 (6) (7,345)
Unearned compensation
or treasury stock.... (197) -- -- (575) (575)(1) (197)
---------- ------- ------- ------- ----------
Total stockholders'
equity............. 136,171 19,511 26,993 7,129 184,368
---------- ------- ------- ------- ----------
Total liabilities
and stockholders'
equity........... $1,803,522 351,888 471,459 125,118 $2,741,407
========== ======= ======= ======= ==========
</TABLE>
- --------
See footnotes to pro forma data on page 41.

34
<PAGE>

GOLD BANC CORPORATION, INC., UNION BANKSHARES, LTD., AMERICAN BANCSHARES, INC.,

COUNTRYBANC HOLDING COMPANY AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS

December 31, 1998
(In thousands)

<TABLE>
<CAPTION>
Gold Banc
and First
CountryBanc Union American Business Adjustments
Assets (4) Bankshares Bancshares Bancshares Dr (Cr) Pro Forma
------ ----------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Cash and due from banks...... $ 57,664 18,914 20,319 5,556 $ 102,453
Federal funds sold and
interest-bearing deposits... 74,461 26,505 -- 880 101,846
---------- ------- ------- ------- ----------
Total cash and cash
equivalents.............. 132,125 45,419 20,319 6,436 204,299
---------- ------- ------- ------- ----------
Investment securities:
Held-to-maturity............ 63 27,469 -- -- (27,469)(6) 63
Available-for-sale.......... 341,224 78,582 77,078 10,418 28,424 (6) 535,726
Trading securities.......... 3,851 -- -- -- 3,851
---------- ------- ------- ------- ----------
Total investment
securities............... 345,138 106,051 77,078 10,418 539,640
---------- ------- ------- ------- ----------
Mortgage and student loans
held for sale, net.......... 5,425 4,285 88,158 -- 97,868
Loans, net................... 1,068,199 144,517 248,808 93,127 1,554,651
Premises and equipment, net.. 41,579 3,276 12,894 893 58,642
Goodwill, net................ 22,922 7,169 74 -- 3,030 (2) 33,195
Accrued interest and other
assets...................... 29,844 3,860 7,833 2,000 43,537
---------- ------- ------- ------- ----------
Total assets.............. $1,645,232 314,577 455,164 112,874 $2,531,832
========== ======= ======= ======= ==========
<CAPTION>
Liabilities and Stockholders'
Equity
- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Liabilities:
Deposits.................... $1,381,944 271,650 344,845 97, 769 $2,096,208
Securities sold under
agreements to repurchase... 6,644 -- 29,592 4,129 40,365
Federal funds purchased and
other short-term
borrowings................. 15,101 5,000 8,900 -- 29,001
Guaranteed preferred
beneficial interests in
Company's debentures....... 28,750 10,304 16,249 -- 55,303
Long-term debt.............. 68,858 5,000 26,000 2,425 770 (3) 101,513
Accrued interest and other
liabilities................ 13,717 2,279 2,151 867 (382)(6) 19,396
---------- ------- ------- ------- ----------
Total liabilities......... 1,515,014 294,233 427,737 105,190 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....................... -- -- -- -- -- --
Common stock, $1 par value;
50,000,000 shares
authorized; 25,532,618
shares issued and
outstanding (40,462,296
pro forma)................. 25,154 2 5,870 162 (9,275)(1)(2)(3) 40,463
Additional paid-in capital.. 50,475 9,639 15,551 5,628 4,699 (1)(2)(3) 76,594
Retained earnings........... 54,038 10,060 6,149 1,109 71,356
Accumulated comprehensive
income (loss), net......... 748 643 (143) 9 (573)(6) 1,830
Unearned compensation....... (197) -- -- (575) (575)(1) (197)
---------- ------- ------- ------- ----------
Total stockholders'
equity................... 130,218 20,344 27,427 6,333 190,046
---------- ------- ------- ------- ----------
Total liabilities and
stockholders' equity... $1,645,232 314,577 455,164 112,874 $2,531,832
========== ======= ======= ======= ==========
</TABLE>
- --------
See footnotes to pro forma data on page 41.

35
<PAGE>

GOLD BANC CORPORATION, INC., UNION BANKSHARES, LTD., AMERICAN BANCSHARES, INC.,
COUNTRYBANC HOLDING COMPANY AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

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

<TABLE>
<CAPTION>
Gold Banc
and First
CountryBanc Union American Business Pro
(4) Bankshares Bancshares Bancshares Forma
----------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees. $79,067 11,033 22,272 7,293 $119,665
Investment securities. 15,228 6,221 3,681 506 25,636
Other ................ 2,966 334 47 57 3,404
------- ------ ------ ----- --------
97,261 17,588 26,000 7,856 148,705
------- ------ ------ ----- --------
Interest expense:
Deposits.............. 41,295 5,284 9,751 3,131 59,461
Borrowings and other.. 7,563 1,595 3,580 360 13,098
------- ------ ------ ----- --------
48,858 6,879 13,331 3,491 72,559
------- ------ ------ ----- --------
Net interest income..... 48,403 10,709 12,669 4,365 76,146
Provision for loan
losses................. 2,101 102 1,203 427 3,833
------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses.......... 46,302 10,607 11,466 3,938 72,313
------- ------ ------ ----- --------
Other income:
Service fees.......... 5,439 491 2,102 319 8,351
Investment trading
fees and commissions. 2,556 -- -- -- 2,556
Net gains on sale of
mortgage loans....... 1,559 -- 825 -- 2,384
Net securities gains.. 241 266 28 -- 535
Unrealized gains
(losses) on trading
securities........... (22) -- -- -- (22)
Gain (loss) on sale of
assets............... 15 -- 206 -- 221
Other income.......... 5,976 531 1,447 -- 7,954
------- ------ ------ ----- --------
15,764 1,288 4,608 319 21,979
------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits............. 21,035 5,387 6,124 1,645 34,191
Net occupancy expense. 6,286 873 1,916 342 9,417
Outside services...... 2,067 613 574 107 3,361
Data processing....... 1,617 566 674 207 3,064
Advertising........... 988 271 206 48 1,513
Goodwill amortization. 1,364 404 4 -- 1,772
Other expense......... 5,706 2,213 3,945 846 12,710
------- ------ ------ ----- --------
39,063 10,327 13,443 3,195 66,028
------- ------ ------ ----- --------
Earnings before income
taxes.................. 23,003 1,568 2,631 1,062 28,264
Income tax expense...... 7,923 514 961 466 9,864
------- ------ ------ ----- --------
Net earnings............ $15,080 1,054 1,670 596 $ 18,400
======= ====== ====== ===== ========
Earnings per share-
basic.................. $ 0.61 0.45 0.33 3.65 $ 0.47
======= ====== ====== ===== ========
Earnings per share-
diluted................ $ 0.59 0.40 0.33 2.86 $ 0.45
======= ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 24,691 2,349 5,024 163 38,849
======= ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 25,595 2,634 5,031 221 41,055
======= ====== ====== ===== ========
</TABLE>
- --------
See footnotes to pro forma data on page 41.

36
<PAGE>

GOLD BANC CORPORATION, INC., UNION BANKSHARES, LTD., AMERICAN BANCSHARES, INC.,
COUNTRYBANC HOLDING COMPANY AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

September 30, 1998
(In thousands except per share data)
<TABLE>
<CAPTION>
First
Gold Banc and Union American Business Pro
CountryBanc (4) Bankshares Bancshares Bancshares Forma
--------------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees. $69,080 9,385 19,136 6,365 $103,966
Investment securities. 13,619 3,207 3,488 382 20,696
Other................. 3,059 487 200 255 4,001
------- ------ ------ ----- --------
85,758 13,079 22,824 7,002 128,663
------- ------ ------ ----- --------
Interest expense:
Deposits.............. 38,503 3,932 9,823 2,908 55,166
Borrowings and other.. 4,173 584 1,962 230 6,949
------- ------ ------ ----- --------
42,676 4,516 11,785 3,138 62,115
------- ------ ------ ----- --------
Net interest income..... 43,082 8,563 11,039 3,864 66,548
Provision for loan
losses................. 2,585 243 429 242 3,499
------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses.......... 40,497 8,320 10,610 3,622 63,049
------- ------ ------ ----- --------
Other income:
Service fees.......... 4,064 292 1,352 184 5,892
Investment trading
fees and commissions. 2,177 -- -- -- 2,177
Net gains on sale of
mortgage loans....... 769 -- 1,036 -- 1,805
Net securities gains.. 109 25 186 -- 320
Unrealized gains
(losses) on trading
securities........... (367) -- -- -- (367)
Gain (loss) on sale of
assets............... (12) -- 87 -- 75
Other income.......... 1,722 398 1,092 162 3,374
------- ------ ------ ----- --------
8,462 715 3,753 346 13,276
------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits............. 15,721 4,009 5,131 1,415 26,276
Net occupancy......... 4,342 663 1,376 506 6,887
Outside services...... 1,943 511 1,055 119 3,628
Data processing....... 681 248 707 174 1,810
Advertising........... 772 254 224 90 1,340
Goodwill amortization. 800 170 4 -- 974
Other expense......... 5,439 1,692 3,969 470 11,570
------- ------ ------ ----- --------
29,698 7,547 12,466 2,774 52,485
------- ------ ------ ----- --------
Earnings before income
taxes.................. 19,261 1,488 1,897 1,194 23,840
Income tax expense...... 4,730 240 664 543 6,177
------- ------ ------ ----- --------
Net earnings............ $14,531 1,248 1,233 651 $ 17,663
======= ====== ====== ===== ========
Earnings per share--
basic.................. $ 0.61 0.53 0.25 4.02 $ 0.47
======= ====== ====== ===== ========
Earnings per share--
diluted................ $ 0.59 0.47 0.25 2.99 $ 0.44
======= ====== ====== ===== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes................ $19,261 1,488 1,897 1,194 $ 23,840
Pro forma income tax
expense.............. 6,512 240 664 543 7,959
------- ------ ------ ----- --------
Pro forma net
earnings............. $12,749 1,248 1,233 651 $ 15,881
======= ====== ====== ===== ========
Pro forma earnings per
common share--basic.... $ 0.54 0.53 0.25 4.02 $ 0.42
======= ====== ====== ===== ========
Pro forma earnings per
common share--diluted.. $ 0.51 0.47 0.25 2.99 $ 0.40
======= ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 23,780 2,338 4,995 162 37,864
======= ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 24,763 2,631 5,022 229 40,054
======= ====== ====== ===== ========
</TABLE>
- --------
See footnotes to pro forma data on page 41.

37
<PAGE>

GOLD BANC CORPORATION, INC., UNION BANKSHARES, LTD., AMERICAN BANCSHARES, INC.,
COUNTRYBANC HOLDING COMPANY AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

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

<TABLE>
<CAPTION>
First
Gold Banc and Union American Business
CountryBanc(4) Bankshares Bancshares Bancshares Pro Forma
-------------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees.. $93,878 12,585 26,250 8,738 $141,451
Investment securities.. 18,157 4,536 4,670 530 27,893
Other.................. 4,623 796 265 409 6,093
------- ------ ------ ----- --------
116,658 17,917 31,185 9,677 175,437
------- ------ ------ ----- --------
Interest expense:
Deposits............... 52,418 5,519 13,142 3,995 75,074
Borrowings and other... 5,826 801 3,030 309 9,966
------- ------ ------ ----- --------
58,244 6,320 16,172 4,304 85,040
------- ------ ------ ----- --------
Net interest income..... 58,414 11,597 15,013 5,373 90,397
Provision for loan
losses................. 3,617 278 1,180 319 5,394
------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses........... 54,797 11,319 13,833 5,054 85,003
------- ------ ------ ----- --------
Other income:
Service fees........... 5,695 405 1,878 298 8,276
Investment trading fees
and commissions....... 3,265 -- -- -- 3,265
Net gains on sale of
mortgage loans........ 1,106 -- 1,321 -- 2,427
Net securities gains... 111 43 410 -- 564
Unrealized gains
(losses) on trading
securities............ (399) -- -- -- (399)
Gain (loss) on sale of
assets................ (85) -- -- -- (85)
Other income........... 2,432 514 1,636 63 4,645
------- ------ ------ ----- --------
12,125 962 5,245 361 18,693
------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits.............. 22,104 5,311 7,015 1,884 36,314
Net occupancy.......... 4,942 884 1,953 676 8,455
Outside services....... 3,720 796 634 110 5,260
Data processing........ 1,496 400 946 229 3,071
Advertising............ 1,516 332 487 102 2,437
Goodwill amortization.. 787 232 5 -- 1,024
Other expense.......... 9,159 2,312 5,534 657 17,662
------- ------ ------ ----- --------
43,724 10,267 16,574 3,658 74,223
------- ------ ------ ----- --------
Earnings before income
taxes.................. 23,198 2,014 2,504 1,757 29,473
Income tax expense...... 5,121 377 877 795 7,170
------- ------ ------ ----- --------
Net earnings............ $18,077 1,637 1,627 962 $ 22,303
======= ====== ====== ===== ========
Earnings per share--
basic.................. $ 0.76 0.70 0.33 5.94 $ 0.59
======= ====== ====== ===== ========
Earnings per share--
diluted................ $ 0.73 0.62 0.32 4.41 $ 0.55
======= ====== ====== ===== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes................. $23,198 2,014 2,504 1,757 $ 29,473
Pro forma income tax
expense............... 7,918 377 877 795 9,967
------- ------ ------ ----- --------
Pro forma net earnings. $15,280 1,637 1,627 962 $ 19,506
======= ====== ====== ===== ========
Pro forma earnings per
common share--basic.... $ 0.64 0.70 0.33 5.94 $ 0.51
======= ====== ====== ===== ========
Pro forma earnings per
common share--diluted.. $ 0.61 0.62 0.32 4.41 $ 0.48
======= ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 23,935 2,339 4,995 162 38,013
======= ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 24,917 2,623 5,019 229 40,259
======= ====== ====== ===== ========
</TABLE>
- --------
See footnotes to pro forma data on page 41.

38
<PAGE>

GOLD BANC CORPORATION, INC., UNION BANKSHARES, LTD., AMERICAN BANCSHARES, INC.,
COUNTRYBANC HOLDING COMPANY AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

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

<TABLE>
<CAPTION>
Gold Banc and First
CountryBanc Union American Business
(4) Bankshares Bancshares Bancshares Pro Forma
------------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees.. $74,529 11,448 20,101 7,018 $113,096
Investment securities.. 15,140 4,286 3,996 427 23,849
Other.................. 2,630 226 534 343 3,733
------- ------ ------ ----- --------
92,299 15,960 24,631 7,788 140,678
------- ------ ------ ----- --------
Interest expense:
Deposits............... 41,494 4,121 11,905 3,199 60,719
Borrowings and other... 2,818 997 1,012 202 5,029
------- ------ ------ ----- --------
44,312 5,118 12,917 3,401 65,748
------- ------ ------ ----- --------
Net interest income..... 47,987 10,842 11,714 4,387 74,930
Provision for loan
losses................. 3,726 360 921 274 5,281
------- ------ ------ ----- --------
Net interest income
after provisions for
loan losses........... 44,261 10,482 10,793 4,113 69,649
------- ------ ------ ----- --------
Other income:
Service fees........... 4,980 371 1,812 274 7,437
Investment trading fees
and commissions....... -- -- -- -- --
Net gains on sale of
mortgage loans........ 679 -- 870 -- 1,549
Net securities gains... 116 101 140 -- 357
Unrealized gains
(losses) on trading
securities............ 229 -- -- -- 229
Gain (loss) on sale of
assets................ 203 -- -- -- 203
Other income........... 1,967 486 1,334 58 3,845
------- ------ ------ ----- --------
8,174 958 4,156 332 13,620
------- ------ ------ ----- --------
Other expense:
Salaries and employee
benefits.............. 16,553 4,477 5,181 1,783 27,994
Net occupancy.......... 3,637 732 1,627 522 6,518
Outside services....... 1,996 666 534 126 3,322
Data processing........ 993 328 917 145 2,383
Advertising............ 1,074 232 307 169 1,782
Goodwill amortization.. 573 226 4 -- 803
Other expense.......... 6,499 1,792 3,342 590 12,223
------- ------ ------ ----- --------
31,325 8,453 11,912 3,335 55,025
------- ------ ------ ----- --------
Earnings before income
taxes.................. 21,110 2,987 3,037 1,110 28,244
Income tax expense...... 6,071 851 1,117 550 8,589
------- ------ ------ ----- --------
Net earnings............ $15,039 2,136 1,920 560 $ 19,655
======= ====== ====== ===== ========
Earnings per share--
basic.................. $ 0.67 0.92 0.38 3.48 $ 0.54
======= ====== ====== ===== ========
Earnings per share--
diluted................ $ 0.64 0.84 0.38 2.70 $ 0.51
======= ====== ====== ===== ========
Pro forma net earnings
and earnings per share
data:
Earnings before income
taxes................. $21,110 2,987 3,037 1,110 $ 28,244
Pro forma income tax
expense............... 7,650 851 1,117 550 10,168
------- ------ ------ ----- --------
Pro forma net earnings. $13,460 2,136 1,920 560 $ 18,076
======= ====== ====== ===== ========
Pro forma earnings per
common share--basic.... $ 0.60 0.92 0.38 3.48 $ 0.49
======= ====== ====== ===== ========
Pro forma earnings per
common share--diluted.. $ 0.57 0.84 0.38 2.70 $ 0.47
======= ====== ====== ===== ========
Weighted average shares
outstanding (basic).... 22,569 2,317 4,988 161 36,587
======= ====== ====== ===== ========
Weighted average shares
outstanding (diluted).. 23,451 2,535 5,019 225 38,626
======= ====== ====== ===== ========
</TABLE>
- --------
See footnotes to pro forma data on page 41.

39
<PAGE>

GOLD BANC CORPORATION, INC., UNION BANKSHARES, LTD., AMERICAN BANCSHARES, INC.,

COUNTRYBANC HOLDING COMPANY AND FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS

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

<TABLE>
<CAPTION>
Gold Banc
and
CountryBanc First
(90 Days) Union American Business Pro
(4) Bankshares Bancshares Bancshares Forma
----------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees... $41,814 9,404 16,150 6,430 $73,798
Investment securities... 10,159 3,945 2,945 386 17,435
Other................... 1,547 177 336 580 2,640
------- ------ ------ ----- -------
53,520 13,526 19,431 7,396 93,873
------- ------ ------ ----- -------
Interest expense:
Deposits................ 26,187 3,736 9,475 3,170 42,568
Borrowings and other.... 2,155 476 490 166 3,287
------- ------ ------ ----- -------
28,342 4,212 9,965 3,336 45,855
------- ------ ------ ----- -------
Net interest income...... 25,178 9,314 9,466 4,060 48,018
Provision for loan
losses.................. 2,458 285 515 41 3,299
------- ------ ------ ----- -------
Net interest income
after provisions for
loan losses............ 22,720 9,029 8,951 4,019 44,719
------- ------ ------ ----- -------
Other income:
Service fees............ 2,807 368 1,192 409 4,776
Investment trading fees
and commissions........ -- -- -- -- --
Net gains on sale of
mortgage loans......... 1,128 -- 514 -- 1,642
Net securities gains.... -- 162 107 -- 269
Unrealized gains
(losses) on trading
securities............. -- -- -- -- --
Gain (loss) on sale of
assets................. 297 -- -- -- 297
Other income............ 999 507 335 88 1,929
------- ------ ------ ----- -------
5,231 1,037 2,148 497 8,913
------- ------ ------ ----- -------
Other expense:
Salaries and employee
benefits............... 10,205 3,994 4,361 1,605 20,165
Net occupancy........... 2,051 701 1,184 500 4,436
Outside services........ 1,736 469 244 247 2,696
Data processing......... 700 339 925 104 2,068
Advertising............. 598 155 351 97 1,201
Goodwill amortization... 676 226 -- -- 902
Other expense........... 4,227 1,732 2,791 766 9,516
------- ------ ------ ----- -------
20,193 7,616 9,856 3,319 40,984
------- ------ ------ ----- -------
Earnings before income
taxes................... 7,758 2,450 1,243 1,197 12,648
Income tax expense
(benefit)............... 2,539 540 461 (261) 3,279
------- ------ ------ ----- -------
Net earnings before
extraordinary item...... 5,219 1,910 782 1,458 9,369
------- ------ ------ ----- -------
Extraordinary item:
Loss on early
extinguishment of debt
(net of applicable
taxes of $201,000)..... -- 337 -- -- 337
------- ------ ------ ----- -------
Net earnings............. $ 5,219 1,573 782 1,458 $ 9,032
======= ====== ====== ===== =======
Earnings per share-basic,
before extraordinary
item.................... $ 0.40 0.83 0.17 9.11 $ 0.35
======= ====== ====== ===== =======
Extraordinary item, net.. $ -- (0.15) -- -- $ (0.01)
======= ====== ====== ===== =======
Earnings per share-basic. $ 0.40 0.68 0.17 9.11 $ 0.34
======= ====== ====== ===== =======
Earnings per share-
diluted, before
extraordinary item...... $ 0.39 0.79 0.17 6.77 $ 0.34
======= ====== ====== ===== =======
Extraordinary item, net.. $ -- (0.14) -- -- $ (0.01)
======= ====== ====== ===== =======
Earnings per share-
diluted................. $ 0.39 0.65 0.17 6.77 $ 0.33
======= ====== ====== ===== =======
Weighted average shares
outstanding (basic)..... 13,204 2,299 4,638 160 26,421
======= ====== ====== ===== =======
Weighted average shares
outstanding (diluted)... 13,236 2,415 4,692 222 27,670
======= ====== ====== ===== =======
</TABLE>
- --------
See footnotes to pro forma data on page 41.

40
<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, American Bancshares and
First Business Bancshares through exchange of stock using Gold Banc's average
market closing price as follows:

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

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

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 of Kansas City, 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, American Bancshares, Union Bankshares and First Business
Bancshares estimate they will incur direct transaction costs of approximately
$13.1 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.

DESCRIPTION OF COUNTRYBANC CAPITAL STOCK

General

CountryBanc is currently authorized to issue up to 4,250,000 shares of
CountryBanc Class A common stock and 4,250,000 shares of CountryBanc Class B
common stock. As of the date of this joint proxy statement/prospectus,
CountryBanc had outstanding 1,348,459 shares of CountryBanc Class A common
stock and 201,920 shares of CountryBanc Class B common stock. In addition,
CountryBanc is currently authorized to issue 1,500,000 shares of preferred
stock, par value $.01 per share, of which 508,767 shares have been designated
as the "Preferred Stock, Special Series" and are all issued and outstanding and
subject to the stock restriction agreement. No shares of CountryBanc common
stock or special preferred stock are held by CountryBanc in its treasury.

41
<PAGE>

Class A Common Stock

Holders of the CountryBanc Class A common stock are entitled to one vote per
share on all matters on which stockholders are entitled to vote, and do not
have any right to cumulate votes in the election of directors. Further, holders
of CountryBanc Class A common stock are entitled to receive and share ratably
with the holders of the CountryBanc Class B common stock in any dividends paid
by CountryBanc. The payment of dividends by CountryBanc is subject to
limitations which are imposed by law and applicable regulations.

CountryBanc Class A common stock is exchangeable, at the option of the
holder, on a share-for-share basis, into non-voting CountryBanc Class B common
stock. Other than this right of exchange, there are no conversion or similar
rights with respect to the CountryBanc Class A common stock.

In the event of the liquidation of CountryBanc, the holders of CountryBanc
Class A common stock will be entitled to participate ratably with the holders
of CountryBanc Class B common stock in the assets available for distribution,
subject to a liquidation preference in the amount of $.01 per share in favor of
holders of the CountryBanc preferred stock.

Holders of shares of CountryBanc Class A common stock have no preemptive or
other rights pursuant to the CountryBanc Certificate of Incorporation
("CountryBanc Certificate") to subscribe to any additional shares of capital
stock which might be issued by CountryBanc. However, certain of the
stockholders of CountryBanc have rights of first refusal by reason of both the
subscription agreements entered into by CountryBanc in October 1996 and the
stockholder rights agreement entered into in conjunction with the acquisition
of American Heritage on January 7, 2000.

Class B Common Stock

Each share of CountryBanc Class B common stock is identical in all respects
to the CountryBanc Class A common stock except that (a) the holders of
CountryBanc Class B common stock have no voting rights other than in limited
circumstances as provided under the Oklahoma General Corporation Act ("OGCA")
and (b) CountryBanc Class B common stock is exchangeable into CountryBanc Class
A common stock in the circumstances described below.

Each share of CountryBanc Class B common stock is exchangeable, on a share-
for-share basis, into CountryBanc Class A common stock (a) if the holder
intends to sell the shares of Class A common stock in a public offering
(subject to an undertaking to re-exchange the Class A common stock for Class B
common stock in the event the public offering fails to occur) and (b) by a
direct or indirect transferee of a holder of Class B common stock who has sold
the CountryBanc Class B common stock in a private transaction, subject to (i)
the original holder of the Class B common stock or the transferee providing to
CountryBanc one year prior to the proposed exchange a notice informing
CountryBanc that such party intends to exchange the shares of Class B common
stock upon the expiration of such one-year period and (ii) the transferee
providing to CountryBanc a certification that the transferee, together with any
persons acting in concert with the transferee, will not own more than 2% of the
outstanding CountryBanc Class A common stock following the proposed exchange.

Special Preferred Stock

Holders of the shares of CountryBanc preferred stock are not entitled to any
fixed or determinable dividends. Holders of the CountryBanc preferred stock are
also not entitled to vote on any matter except in limited circumstances as
provided by the OGCA.

Each share of CountryBanc preferred stock is subject to conversion on or
before December 31, 2005, into one share of CountryBanc Class A common stock
following such time that the preferred stock vests pursuant to the terms of the
stock restriction agreement. The vesting of the preferred stock requires the
occurrence of a "trigger event" (generally, the acquisition of CountryBanc by a
third party, a public offering of CountryBanc common stock meeting certain
minimum size requirements or the sale by CountryBanc of substantially all of
its assets). Under the terms of the stock restriction agreement, each of the
holders of the CountryBanc preferred stock which vests, as described above,
must convert the vested preferred stock within 60 days of receipt from escrow
of the certificates evidencing the vested preferred stock.

42
<PAGE>

To the extent that the CountryBanc preferred stock does not vest pursuant to
the terms of the stock restriction agreement, or if any such shares remain
unvested at December 31, 2005, under the terms of the stock restriction
agreement such shares are deemed to be forfeited without the payment of any
consideration by CountryBanc, and are required to be cancelled.

In the event of (a) a capital reorganization or reclassification of capital
stock involving CountryBanc, (b) any consolidation or merger of CountryBanc
with any other corporation (other than certain consolidations or mergers in
which CountryBanc is the surviving company), (c) the sale or transfer of
substantially all of the assets of CountryBanc or (d) a share exchange in which
CountryBanc participates as the corporation the stock of which is to be
acquired, then, as a condition to such event, (i) if such event constitutes a
trigger event under the stock restriction agreement, each holder of the Special
Preferred Stock shall be entitled to convert such stockholder's CountryBanc
preferred stock into the kind and amount of shares of stock or other
consideration which the holder would have received had the stockholder
converted his CountryBanc preferred stock into CountryBanc Class A common stock
immediately prior to the occurrence of the event, or (ii) if the event does not
constitute a trigger event, each holder of the CountryBanc preferred stock
shall be entitled, as part of the terms of the transaction, to convert the
CountryBanc preferred stock into a security which possesses rights
substantially equivalent as those of the special preferred stock.

The holders of the shares of CountryBanc preferred stock have no preemptive
or other rights to subscribe to any additional shares of capital stock which
may be issued by CountryBanc by reason of their being holders of the
CountryBanc preferred stock. The shares of CountryBanc preferred stock are not
redeemable prior to December 31, 2005. However, in addition to the forfeiture
and cancellation provisions included in the stock restriction agreement
described above, on or after December 31, 2005, any and all outstanding shares
of CountryBanc preferred stock are required to be redeemed by CountryBanc
pursuant to the CountryBanc Certificate. In connection therewith, the
CountryBanc Certificate provides for a redemption price equal to the par value
of the special preferred stock ($.01 per share).

In the event of the liquidation of CountryBanc, the holders of the
CountryBanc preferred stock will be entitled to receive for each share of
CountryBanc preferred stock held, in full settlement of their interests, the
par value thereof ($.01 per share) before any payment or distribution is made
to the holders of CountryBanc common stock. The CountryBanc preferred stock is
not subject to any sinking fund or other obligation on the part of CountryBanc.

Issuance of Additional Capital Stock

Subject to approval by the holders of a majority of the issued and
outstanding shares of CountryBanc Class A common stock and the rights of those
persons and entities who are parties to the subscription agreements, the
CountryBanc board of directors may authorize the issuance of authorized but
unissued shares of CountryBanc capital stock to such persons and for such
consideration the CountryBanc board of directors may determine. However, no
such stockholder approval is required in connection with the issuance of
additional CountryBanc common stock pursuant to stock option or similar plans
which CountryBanc's board of directors might adopt (subject to an aggregate
limitation of 56,041 shares) or the issuance of up to $2,636,400 in capital
stock (determined based upon the fair market value of such stock on the date of
issuance) in connection with CountryBanc's acquisition of another company.

This right to issue additional CountryBanc capital stock includes the right
to issue additional authorized but unissued shares of preferred stock in one or
more series. The CountryBanc board of directors may establish attributes of any
series, including the designation and number of shares in the series, dividend
rates, conversion, redemption or preference rights, and any other rights and
qualifications, preferences and limitations or restrictions on the shares of
the series. The specific terms of a particular series of CountryBanc preferred
stock are required to be described in a certificate of designation relating to
that series. The CountryBanc board of directors has not authorized any series
of CountryBanc preferred stock pursuant to this authority.

43
<PAGE>

INFORMATION REGARDING COUNTRYBANC

Business

CountryBanc is a multi-bank holding company that, as of September 30, 1999,
operated banks and bank branches (the Banks) in 16 communities in Oklahoma and
in Elkhart, Kansas. CountryBanc's total assets were approximately $449.1
million as of September 30, 1999. At such date, its total deposits were
approximately $388.6 million and its stockholders' equity was approximately
$40.2 million.

The Banks are community banks that provide a full range of commercial,
agricultural and consumer banking services primarily to individuals and
businesses in small and medium-sized communities and the surrounding market
areas. The Banks draw most of their deposits from and make most of their loans
within their respective market areas. CountryBanc encourages local autonomy by
its community bank presidents, while providing to the Banks the benefits of
affiliation with a larger organization.

CountryBanc was organized in 1995 for the purpose of acquiring substantially
all of the outstanding stock of P.N.B. Financial Corporation (PNB) and a
majority of the outstanding stock of City National Bancshares of Weatherford,
Inc. (City National). These acquisitions were completed in October 1996, and
were partially funded by a partnership sponsored by and certain individuals
associated with certain private equity investment companies (the Institutional
Investors.) At the time of its acquisition, PNB owned all of the outstanding
stock of Peoples National Bank of Kingfisher and First Bank, Hennessey,
Oklahoma. City National owned all of the outstanding stock of City Bank,
Weatherford, Oklahoma.

Following the acquisition, Peoples National Bank was merged into First Bank,
the name of which was changed to People First Bank. In January 1998, PNB was
merged into CountryBanc and, as a result of the merger, People First Bank
became a wholly-owned, direct subsidiary of CountryBanc. In June 1997, the
outstanding stock of City National was repurchased as treasury stock and,
following the purchase, City National was merged into CountryBanc and City Bank
was merged into People First Bank. In addition to the foregoing, since its
formation CountryBanc has acquired two banks having offices in Lone Wolf,
Hobart and Dill City, Oklahoma and one bank located in Elkhart, Kansas.

In addition to its acquisitions, CountryBanc has caused its subsidiary,
People First Bank, to establish a full-service branch office in Edmond,
Oklahoma as part of an effort to increase the presence of People First Bank in
the Oklahoma City metropolitan area. This office commenced operation in January
1999, as a loan production office. As a result of a change in Oklahoma
branching laws, this office was converted into a full-service branch in
September 1999. Through this branch, People First Bank is marketing its banking
services to businesses and professionals.

CountryBanc's strategy has been to operate and acquire banks with
approximately $30 million to $100 million in assets, many of which are located
in smaller communities. Such communities are believed to provide CountryBanc
with a stable, relatively low-cost deposit base. CountryBanc provides the Banks
with the advantages of affiliation with a multi-bank holding company, such as
data processing services, credit policy formulation and review, purchases of
assets, investment management and specialized staff support. CountryBanc grants
substantial autonomy to its community bank presidents with respect to day-to-
day operations, customer service decisions and marketing. The Banks are
encouraged to participate in community activities, support local charities and
community development, and otherwise enhance their images in their communities.

Certain Management Information

Don C. McNeill, Chairman, President and a director of CountryBanc is
expected to become a director of Gold Banc. Mr. McNeill, who is 48 years old,
is active in banking and real estate investment. He serves as the President and
a director of BancWest, Inc., a bank holding company, and as a director of its
subsidiary, The Bank of the West which has its principal office in Thomas,
Oklahoma and branch offices in Clinton and Leedy, Oklahoma. Mr. McNeill is also
President of a family-owned real estate development company, Saratoga Farms,
Inc. He is a graduate of Oklahoma State University.

44
<PAGE>

The following table sets forth the cash and non-cash compensation during
1999, 1998 and 1997 earned by Mr. McNeill.

<TABLE>
<CAPTION>
All Other
Salary Bonus Compensation
Name and Principal Position Year ($) ($) ($)(1)
--------------------------- ---- -------- ----- ------------
<S> <C> <C> <C> <C>
Don C. McNeill................................ 1999 $250,000 $-- $14,769
Chairman, President and 1998 256,000 $-- 14,957
Director 1997 166,167 $-- 14,906
</TABLE>
- --------
1) Includes the matching contributions made by CountryBanc to the account of
Mr. McNeill under People First Bank's 401(k) Profit Sharing Plan and
insurance premiums paid by CountryBanc. Mr. McNeill did not receive any
perquisites and other personal benefits in excess of 10% of annual salary
and bonus.

45
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF COUNTRYBANC HOLDING COMPANY

The following discussion of financial condition and results of operations
should be read in conjunction with the consolidated financial statements of
CountryBanc and the notes thereto, that are included elsewhere in this joint
proxy statement/prospectus.

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

General

CountryBanc's consolidated net earnings totaled $3,830,000 for the nine
months ended September 30, 1999, compared to $3,560,000 for the same period in
1998. Earnings were essentially stable with increased net interest income and
fee income offsetting increases in non-interest expense.

Net Interest Margin

Total interest income was $26,841,000 for the nine months ended September
30, 1999, compared to $25,842,000 for the same period in 1998. Interest income
on loans increased $1,579,000 or 7.85% with an increase in volume being largely
offset by lower rates. Interest income on securities and federal funds sold
decreased by $580,000 for the nine months ended September 30, 1999, compared to
the same period in 1998. This decrease was attributable to lower average
balances outstanding in the first nine months of 1999.

Total interest expense decreased $43,000, or .36%, for the nine months ended
September 30, 1999, compared to the same period in 1998. The decrease was due
to marginally lower rates in the first nine months of 1999 compared to the same
period in the previous year.

As a result of the changes described above, the net interest margin
increased $1,041,000 or 7.40% for the first nine months of 1999 compared to the
same period in 1998.

Provision for Loan Losses

The provision for loan losses was $588,000 for the nine months ended
September 30, 1999, compared to $714,000 for the same period in 1998. Although
total loans increased during the period ended September 30, 1999, over the same
period in 1998, net charge-offs were about equal.

Other Income

Other income increased by $709,000, or 39.30%, for the first nine months of
1999 compared to the same period in 1998. The increase was primarily due to
additional insufficient check fees.

Other Expense

Other expense increased by $1,239,000, or 12.97%, for the nine months ended
September 30, 1999, compared to the same period in 1998. Salaries and employee
benefits accounted for $761,000 of the increase while depreciation and
amortization was $416,000 higher for 1999 when compared to the same period in
1998. The increase in personnel expense was due to the acquisitions of the
three banks in 1998 and 1999 by CountryBanc. The increase in depreciation and
amortization expense was due to CountryBanc's investment in technology and bank
acquisitions.

Income Tax Expense

The provision for income taxes for the nine months ended September 30, 1999,
was $2,416,000, which is an increase of $368,000 from $2,048,000 for the first
nine months of 1998.

46
<PAGE>

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

General

CountryBanc's consolidated net earnings totaled $4,741,000 for the year
ended December 31, 1998, compared to $3,789,000 for the same period in 1997.
Earnings before minority interest increased in 1998 by $793,000, or 20.10%,
over 1997. The primary reason for higher earnings in 1998 was the increase in
net interest income of $2,139,000, or 12.86%, compared to 1997.

Net Interest Margin

Total interest income was $34,375,000 for the year ended December 31, 1998,
compared to $30,281,000 for the same period in 1997. In 1998, interest income
on loans increased $2,916,000, or 12.18%, with an increase in loan volume of
13.92%. Interest income on securities, federal funds sold and other investments
increased by $1,178,000 in 1998 when compared to 1997.

Total interest expense increased $1,955,000, or 14.32%, in 1998 when
compared to 1997. The increase was due to larger average balances in deposits
and other borrowings.

As a result of the changes described above, the net interest margin
increased $2,139,000, or 12.86%, in 1998 over 1997.

Provision for Loan Losses

The provision for loan losses was $736,000 for the year ended December 31,
1998, compared to $1,476,000 in 1997. The lower provision expense is a
reflection of net charge-offs dropping to $1,075,000 in 1998 from $2,072,000 in
1997 and non-performing loans dropping to $2,581,000 in 1998 from $3,102,000 in
1997.

Other Income

Other income decreased by $118,000, or 4.59%, in 1998 compared to 1997. The
decrease was primarily due to lower insufficient check fees for 1998 when
compared to 1997. This fee income decrease was due to a change in credit
culture.

Other Expense

Other expense increased by $1,718,000, or 15.17%, in 1998 when compared to
1997. The increase in 1998 was primarily due to an increase in salaries and
employee benefits of $1,014,000 and an increase in depreciation and
amortization of $482,000. The increase in personnel expense was due to the
acquisitions of the two banks in 1998 by CountryBanc. The increase in
depreciation and amortization expense was due to CountryBanc's investment in
technology and bank acquisitions.

Income Tax Expense

The provision for income taxes for 1998 was $2,701,000 compared to
$2,450,000 in 1997. These amounts vary directly with the changes in pre-tax
income for the respective time periods.

47
<PAGE>

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

General

CountryBanc acquired three banks in October 1996. As such, comparing 1997
with the 1996 activity of CountryBanc would not be meaningful since the 1996
CountryBanc activity would only include the operations of the three banks for
the fourth quarter of 1996.

<TABLE>
<CAPTION>
Comparative Average Balances and Yields
Year Ended December 31,
-------------------------------------------------------------------------
1998 1997 1996 (4)
------------------------ ------------------------ -----------------------
Average Average Average
Rate Rate Rate
Average Income/ Earned/ Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid Balance Expense Paid Balance Expense Paid
-------- ------- ------- -------- ------- ------- ------- ------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Interest Earning Assets
Loans, net (1) (2)..... $262,883 $26,848 10.21% 234,437 23,932 10.21% 60,236 5,883 9.77%
Investment securities-
taxable............... 99,450 6,052 6.09% 85,874 5,388 6.27% 18,460 1,121 6.07%
Investment securities-
nontaxable............ 7,920 353 4.46% 4,039 178 4.41% 872 40 4.59%
Federal funds sold..... 8,507 465 5.47% 14,262 783 5.49% 5,900 346 5.86%
Interest bearing
deposits in other
financial
institutions.......... 10,515 657 6.25% -- -- 0.00% -- -- 0.00%
-------- ------- -------- ------- ------- ------
Total interest-earning
assets................ 389,275 34,375 8.83% 338,612 30,281 8.94% 85,467 7,390 8.65%
------- ------- ------- ------
Non-interest earning
assets................. 43,901 37,417 9,913
-------- -------- -------
Total assets........... $433,176 $376,029 $95,380
======== ======== =======
Liabilities and
Stockholders' Equity
Interest bearing
liabilities
Savings deposits and
interest bearing
checking.............. 133,795 4,094 3.06% 116,815 3,530 3.02% 31,451 919 2.92%
Time deposits.......... 199,178 10,609 5.33% 174,658 9,449 5.41% 43,887 2,389 5.44%
Borrowed funds......... 12,974 900 6.94% 8,025 670 8.35% 1,775 145 8.17%
-------- ------- -------- ------- ------- ------
Total interest bearing
liabilities........... 345,947 15,603 4.51% 299,498 13,649 4.56% 77,113 3,453 4.48%
-------- ------- -------- ------- ------- ------
Non-interest bearing
liabilities........... 52,701 47,898 10,978
Stockholders' equity.... 34,528 28,633 7,289
-------- -------- -------
Total liabilities and
stockholder's equity.. $433,176 $376,029 $95,380
======== ======== =======
Net interest income..... $18,772 $16,632 $3,937
======= ======= ======
Interest rate spread.... 4.32% 4.39% 4.17%
===== ===== ====
Net yield on interest-
earning assets (3)..... 4.82% 4.91% 4.60%
===== ===== ====
</TABLE>
- --------
(1) Non-accruing loans are included in the computation of average balances.
(2) CountryBanc includes loan fees in interest income. Such fees totaled
$348,270, $301,887 and $61,977 for 1998, 1997 and 1996, respectively.
(3) The net yield on average earning assets is the net interest income divided
by average interest-earning assets.
(4) CountryBanc acquired PNB and City National in October 1996. Therefore, all
information presented for 1996 is for the period of October 1 through
December 31 only with respect to PNB and City National.

The following table presents the components of changes in CountryBanc's net
interest income as attributed to volume and rate on a tax-equivalent basis for
the year ended December 31, 1998 compared to the year ended December 31, 1997.
The net change attributable to the combined impact of volume and rate has been
solely

48
<PAGE>

allocated to the change in rate. The year ended December 31, 1997 has not been
compared to the year ended December 31, 1996 because CountryBanc only acquired
PNB and City National in October 1996. As such, any comparison would not be
meaningful.

<TABLE>
<CAPTION>
Year Ended December
31,
1998 compared to 1997
-----------------------
Total
Volume Rate Changes
------- ----- -------
<S> <C> <C> <C>
Interest Income
Loans............................................... $ 2,916 $ -- $ 2,916
Investment Securities-taxable....................... 843 (179) 664
Investment Securities-nontaxable.................... 171 4 175
Federal funds sold.................................. (316) (2) (318)
Interest bearing deposits in other financial
institutions....................................... 657 -- 657
------- ----- -------
Total interest income............................. $ 4,271 $(177) $ 4,094
Interest Expense
Savings deposits and interest-bearing checking...... $ (511) $ (53) $ (564)
Time deposits....................................... (1,319) 159 (1,160)
Borrowed funds...................................... (377) 147 (230)
------- ----- -------
Total interest expense............................ $(2,207) $ 253 $(1,954)
------- ----- -------
Increase (decrease) in net interest income............ $ 2,064 $ 76 $ 2,140
======= ===== =======
</TABLE>

FINANCIAL CONDITION

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

<TABLE>
<CAPTION>
Nine Months
Ended Year Ended December
September 30, 31,
------------- -------------------
1999 1998 1998 1997 1996
------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C>
Return (loss) on average assets............. 1.11% 1.10% 1.12% 1.05% (0.02)%
Return (loss) on average equity............. 13.15% 14.27% 13.86% 13.39% (0.11)%
Average equity to average assets............ 8.79% 8.17% 7.97% 7.61% 7.64 %
Dividend payout ratio....................... 0.00% 0.00% 0.00% 0.00% 0.00 %
</TABLE>

Quantitative and Qualitative Disclosures About Market Risk

Market risk arises from changes in interest rates. CountryBanc has risk
management policies to monitor and limit exposure to market risk as discussed
below. See "Interest Rate Risk." Disclosures about the fair value of the
financial instruments, which reflect changes in market prices and rates, can be
found in Note 15 of Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

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

Cash and cash equivalents include cash due from banks and federal funds
sold. The primary sources of CountryBanc 's liquidity are cash, cash
equivalents and securities identified as available for sale. Management of
CountryBanc believes its process of asset/liability management allows adequate
reaction time for trends in the marketplace as they occur, minimizing the
negative impact of such trends on the net interest margin.

49
<PAGE>

As of September 30, 1999 and December 31, 1998, CountryBanc had cash and
cash equivalents of approximately $12.2 million and $22.1 million, respectively
and investment securities maturing in less than one year of $34.9 million and
$61.2 million, respectively. These amounts represent approximately 10.47% and
18.77% of CountryBanc's total assets at September 30, 1999 and December 31,
1998. In the opinion of CountryBanc's management, these assets, supplemented
with the liquidity provided by a borrowing base of approximately $25.6 million
at the Federal Home Loan Bank of Topeka, Bank of America and Bank One, provide
CountryBanc with sufficient resources to handle unforeseen deposit outflows and
loan requirements.

CountryBanc's cash and cash equivalents decreased $9.9 million for the nine
months ended September 30, 1999 from December 31, 1998. Net cash provided by
operating activities aggregated $6.9 million. Net cash provided by investing
activities for the nine months was $12.4 million, primarily as the result of
the decrease in loans outstanding. Net cash absorbed by financing activities
was $29.2 million. This decrease was the result of the decrease in deposits
outstanding of $24 million and net payments on borrowings of $5.2 million.

CountryBanc's cash and cash equivalents decreased $454,000 for the year
ended December 31, 1998 from December 31, 1997. Net cash provided by operating
activities aggregated $6.3 million. Net cash provided by investing activities
for the year was $15.2 million, primarily as the result of the proceeds from
maturities of interest-bearing deposits with other banks. Net cash absorbed by
financing activities was $22.0 million. This decrease was the result of the
decrease in deposits outstanding.

Stockholders' equity represented 8.94% and 8.43% of total assets at
September 30, 1999 and December 31, 1998, respectively. Risk based capital and
leverage ratios of the Banks exceeded levels considered necessary to be
classified as an "adequately capitalized" institution by regulatory banking
authorities, for both periods.

Effects of Economic Conditions

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

Year 2000 Compliance

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

CountryBanc is actively addressing the Year 2000 issue. It has appointed a
Year 2000 committee and has tested all relevant hardware and software. In
addition, large borrowers and large depositors have been contacted regarding
the Year 2000 issues in their own companies, which could potentially indirectly
affect CountryBanc. Further, CountryBanc has made a substantial investment in
computer hardware to ensure a successful rollover to the year 2000.

50
<PAGE>

Loan Portfolio--Types of Loans

The following table presents the amount of loans outstanding at the dates
indicated, according to loan category.

<TABLE>
<CAPTION>
Loan Portfolio Composition
Year Ended
September 30, September 30, December 31,
1999 1998 1998 1997 1996
--------------- --------------- --------------- --------------- ---------------
Amount % Amount % Amount % Amount % Amount %
-------- ------ -------- ------ -------- ------ -------- ------ -------- ------
(dollars in thousands) (dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real Estate............. $131,843 43.93% $111,412 41.25% $111,538 39.14% $ 85,165 34.02% $ 82,326 33.43%
Commercial.............. 71,086 23.68% 66,058 24.46% 69,431 24.37% 62,289 24.88% 62,237 25.27%
Agricultural............ 82,918 27.63% 74,331 27.52% 88,739 31.14% 83,326 33.28% 78,016 31.68%
Consumer................ 13,941 4.64% 17,914 6.63% 14,667 5.15% 19,184 7.66% 23,127 9.39%
Other................... 351 0.12% 359 0.13% 568 0.20% 404 0.16% 548 0.22%
-------- ------ -------- ------ -------- ------ -------- ------ -------- ------
Total Loans............ $300,139 100.00% $270,074 100.00% $284,943 100.00% $250,368 100.00% $246,254 100.00%
======== ====== ======== ====== ======== ====== ======== ====== ======== ======
</TABLE>

Real Estate

Real Estate-mortgage loans consist primarily of non-farm non-residential
properties, farmland and one to four family residential properties.

Commercial

Commercial loans are comprised mainly of small business loans in
CountryBanc's trade areas, primarily the Oklahoma City and Enid MSAs.

Agriculture

Agricultural loans include loans to farmers and ranchers in Oklahoma and
Kansas. A portion of such loans is guaranteed by the Farm Service Agency.

Consumer

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

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

The following table sets forth the scheduled maturities of the loan
portfolio as of December 31, 1998:

<TABLE>
<CAPTION>
One to Over
One Year Five Five
or Less Years Years Total
-------- ------- ------- --------
(dollars in thousands)
<S> <C> <C> <C> <C>
Real Estate.................................. $ 56,459 $41,268 $13,811 $111,538
Commercial and agricultural.................. 131,726 15,658 10,786 158,170
Consumer..................................... 8,334 5,915 418 14,667
Other........................................ 568 -- -- 568
-------- ------- ------- --------
Total Loans................................ $197,087 $62,841 $25,015 $284,943
======== ======= ======= ========
</TABLE>

As of December 31, 1998, fixed and adjustable rate loans due after one year
were approximately $87,856,000.

Net loans increased $34,193,000 and $4,710,000 in 1998 and 1997,
respectively. Additionally, the interest rate spread remained relatively stable
at 4.32% in 1998 and 4.39% in 1997. The increase in loans outstanding is a
result of CountryBanc's aggressive loan strategy, growth through acquisitions
and a good economy throughout the lending area. Total deposits increased
(decreased) $52,334,000 and $(11,157,000) in 1998 and 1997, respectively. As a
result, loan to deposit ratios has changed from 70.54% in 1996 to 74.35% in
1997 to 73.12% in 1998. As loans have grown faster than deposits, CountryBanc
has relied on security portfolio maturities and advances from the Federal Home
Loan Bank as additional funding sources.

51
<PAGE>

Allowance for Loan Losses

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

<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997 December 31, 1996
------------------------ ------------------------ ------------------------
Percent of Percent of Percent of
allowance in each allowance in each allowance in each
category to total category to total category to total
Amount allowance Amount allowance Amount allowance
------ ----------------- ------ ----------------- ------ -----------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Real Estate-mortgage.... $1,000 19.62% $ 700 14.84% $ 650 12.24%
Commercial.............. 1,400 27.47% 1,450 30.75% 1,375 25.88%
Agricultural............ 1,800 35.31% 2,000 42.41% 2,750 51.77%
Consumer................ 880 17.27% 550 11.66% 500 9.41%
Other................... 17 0.33% 16 0.34% 37 0.70%
------ ------ ------ ------ ------ ------
Total allowance....... $5,097 100.00% $4,716 100.00% $5,312 100.00%
====== ====== ====== ====== ====== ======
</TABLE>

Summary of Loan Loss Experience

<TABLE>
<CAPTION>
September 30, Year Ended December 31,
------------------ ----------------------------
1999 1998 1998 1997 1996
-------- -------- -------- -------- --------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Total loans outstanding, end
of period................... $300,139 $270,074 $284,943 $250,368 $246,254
Avg. loans outstanding during
period...................... 298,136 268,518 262,883 234,437 60,236
Allowance at beginning of
period...................... 5,097 4,716 4,716 5,312 --
Charge-Offs:
Real Estate................ 306 269 342 223 57
Commercial................. 503 215 327 901 180
Consumer and other......... 281 428 541 490 79
Agricultural............... 530 725 825 1,040 471
-------- -------- -------- -------- --------
Total charge-offs........ 1,620 1,637 2,035 2,654 787
-------- -------- -------- -------- --------
Recoveries of loans
previously charged off:
Real Estate................ 151 122 138 68 278
Commercial................. 303 32 328 74 28
Consumer and other......... 95 77 104 128 69
Agricultural............... 35 380 390 312 9
-------- -------- -------- -------- --------
Total recoveries......... 584 611 960 582 384
-------- -------- -------- -------- --------
Net charge-offs (recoveries). 1,036 1,026 1,075 2,072 403
Provision for loan losses.... 588 714 736 1,476 1,196
Adjustments.................. 296 720 720 -- 4,519
-------- -------- -------- -------- --------
Balance at end of period..... $ 4,945 $ 5,124 $ 5,097 $ 4,716 $ 5,312
======== ======== ======== ======== ========
Ratios:
Net charge-offs to avg. loans
outstanding................. 0.46% 0.51% 0.41% 0.88% 0.67%
Allowance for loan losses to
loans, end of period........ 1.65% 1.90% 1.79% 1.88% 2.16%
</TABLE>

52
<PAGE>

Provision for Loan Losses

CountryBanc recorded provisions for loan losses of $736,000, $1,476,000, and
$1,196,000 in 1998, 1997 and 1996, respectively. Net charge-offs were
$1,075,000, $2,072,000 and $403,000 in 1998, 1997 and 1996, respectively.

Non-Performing Loans

The following table presents the amount of non-performing loans outstanding
at the dates indicated by category:

<TABLE>
<CAPTION>
Non-Performing Loans
----------------------------------
Year Ended
September 30, December 31,
------------- --------------------
1999 1998 1997 1996
------------- ------ ------ ------
(dollars in thousands)
<S> <C> <C> <C> <C>
Nonaccrual.................................. $3,070 $1,282 $2,757 $4,153
Loans 90 days past due and still accruing... 966 1,299 345 108
Restructured loans.......................... -- -- -- --
------ ------ ------ ------
Total nonperforming loans............... $4,036 $2,581 $3,102 $4,261
====== ====== ====== ======
Portion of above loans wholly or partially
guaranteed by the U.S. Government.......... 206 606 635 546
</TABLE>

During the first half of 1999, the dramatic decrease in energy prices had a
negative affect on several customers that are either directly involved in
energy production or provide services to the industry. This resulted in an
increase in non-performing loans to these customers of over $2,000,000 from
December 31, 1998 to September 30, 1999.

CountryBanc management reviews the loan portfolio on a continuous basis for
problem loans. During the ordinary course of business, management may become
aware of borrowers that may not be able to meet contractual requirements of
loan agreements. Such loans are placed under close supervision, with regular
loan officer reporting as to collateral and repayment ability. Management then
determines the appropriateness of full or partial charge-off. Loans are placed
on non-accrual status when, in the best judgment of management, the
collectibility of interest is doubtful or involves more than the normal degree
of risk. Loans are placed on non-accrual when principal or interest is
contractually past due 90 days, unless the loan is both adequately secured and
in the process of collection. At the time a loan is placed on non-accrual
status, all unpaid accrued interest is reversed. CountryBanc does not return
loans to accrual status until the loan is brought current and the borrower has
demonstrated the ability to make future loan payments as scheduled.

Investment Activities

CountryBanc invests a portion of its available funds in short-term and long-
term instruments, including federal funds sold and investment securities. The
majority of the investment securities are comprised of obligations of the U.S.
Government or its agencies, mortgage-backed securities and selected municipal
securities with relatively little risk.

Federal funds sold, along with federal funds purchased, are used for daily
cash management purposes. CountryBanc's investment securities portfolio is
utilized to collateralize CountryBanc Federal Home Loan Bank debt and public
fiduciary deposits. It also provides liquidity through proceeds from scheduled
maturities. At December 31, 1998, the investment securities portfolio reflected
an unrealized gain of $385,000.

53
<PAGE>

The following table presents CountryBanc's investments in certain securities
accounted for as available-for-sale (AFS), and held-to-maturity (HTM). Other
investments is comprised of Federal Home Loan Bank stock, Banker's Bank stock
and Federal Reserve Bank stock, which carry no stated maturity.

<TABLE>
<CAPTION>
December 31,
----------------
1998 1997
-------- -------
(dollars in
thousands)
<S> <C> <C>
U.S. Treasury securities --
AFS.................................................. $ 34,783 $29,818
HTM.................................................. 252 --
U.S. Gov. agencies and other mortgage-backed securities
--
AFS.................................................. 29,975 25,013
HTM.................................................. 440 --
U.S. Gov. agency collateralized mortgage obligations --
AFS.................................................. 12,555 22,567
HTM.................................................. 1,920 --
Obligations of U.S. Gov. agencies and corporate
securities --
AFS.................................................. 13,604 9,773
HTM.................................................. 907 --
Obligations of state and political subdivisions --
AFS.................................................. 5,100 5,773
HTM.................................................. 2,856 --
Other investments...................................... 2,728 1,638
-------- -------
Total Securities................................... 105,120 94,582
-------- -------
Interest-bearing deposits with other banks............. 7,413 --
Federal funds sold..................................... 4,250 --
-------- -------
Total Investments.................................. $116,783 $94,582
======== =======
</TABLE>

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

<TABLE>
<CAPTION>
After One After Five Mortgage-backed
Year But Years But Securities With
Within One Within Within After Ten Multiple
Year Five Years Ten Years Years Due Dates Total
------------- ------------- ------------ ------------ ------------------------------
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
------- ----- ------- ----- ------ ----- ------ ----- -------- --------------- -----
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury
securities--
AFS.................... $30,751 5.57% $ 4,033 5.44% $ -- 0.00% $ -- 0.00% $ -- 0.00% $ 34,784 5.56%
HTM.................... 252 5.57% -- 0.00% -- 0.00% -- 0.00% -- 0.00% 252 5.56%
U.S. Government agencies
and other mortgage-
backed securities
AFS.................... 8,553 5.44% 3,015 5.99% 505 6.00% -- 0.00% 17,902 6.57% 29,975 6.17%
HTM.................... -- 0.00% -- 0.00% -- 0.00% -- 0.00% 440 6.57% 440 6.57%
U.S. Government agency
collateralized mortgage
obligations
AFS.................... -- 0.00% -- 0.00% -- 0.00% -- 0.00% 12,555 6.57% 12,555 6.57%
HTM.................... -- 0.00% -- 0.00% -- 0.00% -- 0.00% 1,920 6.57% 1,920 6.57%
Obligations of U.S.
Government agencies and
corporate securities
AFS.................... -- 0.00% 1,531 6.65% -- 0.00% -- 0.00% 12,073 6.57% 13,604 6.58%
HTM.................... -- 0.00% 705 6.46% -- 0.00% 202 6.55% -- 0.00% 907 6.48%
Obligations of state and
political
subdivisions--
AFS.................... 471 4.03% 2,287 4.50% 1,912 5.14% 429 5.34% -- 0.00% 5,099 4.66%
HTM.................... 737 4.03% 1,481 4.50% 638 5.14% -- 0.00% -- 0.00% 2,856 4.66%
Other investments....... -- 0.00% -- 0.00% -- 0.00% 2,728 6.00% -- 0.00% 2,728 6.00%
------- ------- ------ ------ -------- --------
Total................ $40,764 5.50% $13,052 5.49% $3,055 5.28% $3,359 5.95% $ 44,890 6.57% $105,120 5.96%
======= ======= ====== ====== ======== ========
</TABLE>

54
<PAGE>

Repricing and Interest Rate Sensitivities as of December 31, 1998

Interest Rate Risk

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

Below is a "static gap" schedule for CountryBanc as of December 31, 1998 (in
thousands). This is just one of several tools which may be used to measure and
manage interest rate sensitivity. Earning assets and interest bearing
liabilities are presented below within selected time intervals based on their
repricing and maturity characteristics. In this view, the sensitivity position
is perfectly matched when an equal amount of assets and liabilities reprice
during any given period. Excess assets or liabilities repricing in a given time
period result in the "Interest Sensitivity Gap" shown at the bottom of the
schedule. A positive gap indicates more assets than liabilities will reprice in
that time period, while a negative gap indicates more liabilities than assets
will reprice.

<TABLE>
<CAPTION>
0-3 4-12 1-5 Over 5
Months Months Years Years Total
-------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Interest Earning Assets
Loans............................ $197,169 $ 25,863 $52,946 $ 8,964 $284,942
Investment-Securities-Taxable.... 21,309 38,456 27,603 9,958 97,326
Investment-Securities-Taxable.... 85 1,412 3,799 2,498 7,794
Fed funds sold................... 0 0 0 4,250 4,250
Interest-bearing deposits at
other financial institutions.... 2,468 3,467 1,478 0 7,413
-------- -------- ------- ------- --------
Total.......................... $221,031 $ 69,198 $85,826 $25,670 $401,725
Interest Earning Liabilities
Interest bearing demand and
savings......................... $141,713 $ 0 $ 0 0 $141,713
Time deposits.................... 67,672 105,786 16,414 0 189,872
Borrowed funds................... 0 600 15,500 2,800 18,900
-------- -------- ------- ------- --------
Total.......................... $209,385 $106,386 $31,914 $ 2,800 $350,485
Interest Sensitivity GAP........... $ 11,646 $(37,188) $53,912 $22,870 $ 51,240
======== ======== ======= ======= ========
</TABLE>

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

Deposit Activities

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

<TABLE>
<CAPTION>
Average Deposit Balances and Rates
----------------------------------------------------------------------------------
Year Ended December 31, Year Ended December 31, Year Ended December 31,
1998 1997 1996(1)
--------------------------- --------------------------- --------------------------
Average Average % of Total Average Average % of Total Average Average % of Total
Balance Rate Deposits Balance Rate Deposits Balance Rate Deposits
-------- ------- ---------- -------- ------- ---------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Noninterest-bearing
demand................. $ 47,270 0.00% 12.43% $ 41,821 0.00% 12.55% $10,051 0.00% 11.77%
Interest-bearing
NOW.................... 75,778 2.83% 19.93% 65,272 2.83% 19.58% 17,295 2.64% 20.25%
Money Market........... 39,697 3.58% 10.44% 36,113 3.38% 10.84% 10,092 3.41% 11.82%
Savings................. 18,320 2.87% 4.82% 15,430 2.99% 4.63% 4,063 2.92% 4.76%
Time deposits........... 199,178 5.33% 52.38% 174,658 5.41% 52.40% 43,887 5.44% 51.40%
-------- ----- ------- -------- ----- ------- ------- ----- -------
Total................ $380,243 100.00% $333,294 100.00% $85,388 100.00%
======== ======= ======== ======= ======= =======
</TABLE>
- --------
(1) CountryBanc was formed during October, 1996 with the purchase of PNB and
City National. Therefore, all information presented for 1996 is for the
period of October 1 through December 31 only with respect to PNB and City
National.

55
<PAGE>

The following table summarizes at December 31, 1998, CountryBanc's
certificates of deposits of $100,000 or greater by time remaining until
maturity.

<TABLE>
<CAPTION>
Certificates of Deposit
$100,000 or greater
-----------------------
<S> <C>
Maturity Period:
Less than three months.......................... $17,036
Over three months through six months............ 12,707
Over six months through twelve months........... 9,793
Over twelve months.............................. 1,952
-------
Total CDs of $100,000 or greater.............. $41,488
=======
</TABLE>

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

Accounting and Financial Reporting

The Financial Accounting Standards Board ("FASB") has issued SFAS 133,
Accounting for Derivative Financial Instruments and Hedging Activities. This
statement, as amended by SFAS No. 137, establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities. The statement is
required to be adopted by CountryBanc in 2001. CountryBanc does not anticipate
that adoption of this statement will have a significant impact on the
consolidated financial position or the future results of operations of
CountryBanc.

56
<PAGE>

OWNERSHIP OF COUNTRYBANC CLASS A COMMON STOCK

Set forth below is certain information regarding beneficial ownership of
CountryBanc Class A common stock as of the date of this joint proxy
statement/prospectus (except as noted below) by (i) each person known to
CountryBanc to beneficially own more than 5% of the issued and outstanding
shares of CountryBanc Class A common stock; (ii) each of CountryBanc's
directors; (iii) CountryBanc's chief executive officer and each of
CountryBanc's other executive officers whose annual compensation exceeds
$100,000 per year; and (iv) all executive officers and directors of CountryBanc
as a group. Beneficial ownership is determined based on rules of the SEC under
which a person who has the direct or indirect sole or shared power to vote or
direct the disposition of shares of CountryBanc Class A common stock is
considered to be the beneficial owner even if such person does not have an
economic interest in such shares.

<TABLE>
<CAPTION>
Ownership of
CountryBanc
Class A Common
Stock
------------------
Number Percent
of of
Name and Address Shares Class
---------------- ------- -------
<S> <C> <C>
Don C. McNeill........................................ 190,809(1) 14.15%
1601 S.E. 19th Street
Edmond, OK 73013
William Randon........................................ 10,924(2) .81%
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830
John A. Loewen........................................ 25,232(3) 1.87%
101 N. Main Street
Hennessey, OK 73742
Paul A. Rubin......................................... 99,207(4) 7.36%
Olympus Partners
Metro Center
One Station Place
Stamford, CT 06902
William C. Woo........................................ 99,207(5) 7.36%
Advent International Corporation
101 Federal Street
Boston, MA 02110
Holmes Foster......................................... -- --
13621 Bay Hill Drive
Des Moines, IA 50325
Sam W. Hunsaker....................................... -- --
1705 Gullford Lane
Oklahoma City, OK 73120
Michael Sterkel....................................... 786(6) .06%
515 N. Main Street
Kingfisher, OK 73750
Ralph Frederickson.................................... 5,802 .43%
1601 S.E. 19th Street
Edmond, OK 73013
OGP II, L.P.(7)....................................... 99,207(8) 7.36%
Olympus Partners
Metro Center
One Station Place
Stanford, CT 06902
</TABLE>

57
<PAGE>

<TABLE>
<S> <C> <C>
Advent
International
Corporation(9). 99,207(10) 7.36%
101 Federal
Street
Boston, MA
02110

Wheatley
Group(11)..... 99,224(12) 7.36%
767 Fifth
Avenue
New York, NY
10153

Banc Funds(13). 78,388(14) 5.81%
Suite 200, 208
South La
Salle Street
Chicago, IL
60604

Bessemer
Venture
Partners, IV,
L.P........... 78,388(15) 5.81%
Bessemer
Venture
Partners
83 Walnut
Street
Wellesley
Hills, MA
02181

Golub GP II,
LLC........... 68,513(16) 5.08%
Golub
Associates
230 Park
Avenue 21st
Floor
New York, NY
10169

Executive
Officers and.. 422,802 31.35%
Directors as a
group (17)
(10 persons)
</TABLE>
- --------
(1) Includes 34,152 shares of CountryBanc Class A common stock which Mr.
McNeill has the right to vote pursuant to irrevocable proxies granted by
certain CountryBanc stockholders. In addition, Mr. McNeill beneficially
owns 228,945 shares (45%) of CountryBanc preferred stock, all of which are
owned of record by Mr. McNeill other than 30,000 shares held by Mr. McNeill
as trustee for certain trusts of which his children are beneficiaries. All
shares of preferred stock are subject to the stock restriction agreement
and an escrow agreement. Assuming a "Closing Gold Banc Stock Price" (as
defined in the merger agreement) of $9.50 per share, an estimated 71,198
net shares (38.47%) of CountryBanc preferred stock will vest and be
converted into Gold Banc common stock. The balance of the CountryBanc
preferred stock (157,747 shares) will be cancelled without the payment of
any consideration by CountryBanc or Gold Banc.

(2) Of this amount, 10,000 shares are subject to an irrevocable proxy in favor
of Don C. McNeill. In addition, Mr. Randon owns, beneficially and of
record, 101,753 shares (20%) of CountryBanc preferred stock, all of which
are subject to the stock restriction agreement and an escrow agreement.
Assuming a "Closing Gold Banc Stock Price" of $9.50 per share, an estimated
31,644 net shares (17.01%) of CountryBanc preferred stock will vest and be
converted into Gold Banc common stock. The balance of the CountryBanc
preferred stock (70,109 shares) will be cancelled without the payment of
any consideration by CountryBanc or Gold Banc.

(3) Mr. Loewen also owns, beneficially and of record, 35,614 shares (7%) of
CountryBanc preferred stock, all of which are subject to the stock
restriction agreement and an escrow agreement. Assuming a "Closing Gold
Banc Stock Price" of $9.50 per share, an estimated 11,075 net shares
(5.98%) of CountryBanc preferred stock will vest and be converted into Gold
Banc common stock. The balance of the CountryBanc preferred stock (24,539
shares) will be cancelled without the payment of any consideration by
CountryBanc or Gold Banc.

(4) Mr. Rubin is Partner of Olympus Partners and is shown as beneficially
owning these shares by reason of the fact that he votes these shares on
behalf of OGP II, L.P., the general partner of Olympus Growth Fund II, L.P.
and Olympus Executive Fund, L.P., which own, beneficially and of record,
98,001 shares and 1,206 shares, respectively. In addition, these
partnerships beneficially own an aggregate of 77,100 shares (38.18%) of
CountryBanc Class B common stock. Assuming a "Closing Gold Banc Stock
Price" of $9.50 per share, the amount shown does not include an estimated
8,657 shares (4.68%) of

58
<PAGE>

CountryBanc preferred stock which will vest upon the consummation of the
merger and which, pursuant to the stock restriction agreement and
immediately following vesting, will be assigned to OGP II, L.P.

(5) Mr. Woo is Principal of Advent International Corporation and is shown as
beneficially owning these shares by reason of the fact that he votes these
shares on behalf of Advent International Limited Partnership, the general
partner of Global Private Equity II Limited Partnership and Advent Direct
Investment Program Limited Partnership, and Advent International
Corporation, the general partner of Advent Partners Limited Partnership,
which own, beneficially and of record, 71,424 shares, 26,972 shares and
811 shares, respectively. In addition, these partnerships beneficially own
an aggregate of 77,100 shares (38.18%) of CountryBanc Class B common
stock. Assuming a "Closing Gold Banc Stock Price" of $9.50 per share, the
amount shown does not include approximately 5,194 shares (2.81%) of
CountryBanc preferred stock which will vest upon the consummation of the
merger and which, pursuant to the stock restriction agreement and
immediately following vesting, will be assigned to Advent Partners Limited
Partnership.

(6) Mr. Sterkel also owns, beneficially and of record, 35,614 shares (7%) of
CountryBanc preferred stock, all of which are subject to the stock
restriction agreement and an escrow agreement. Assuming a "Closing Gold
Banc Stock Price" of $9.50 per share, an estimated 11,075 net shares
(5.98%) of CountryBanc preferred stock will vest and be converted into
Gold Banc common stock. The balance of the CountryBanc preferred stock
(24,539 shares) will be cancelled without the payment of any consideration
by CountryBanc or Gold Banc.

(7) OGP II, L.P. serves as the general partner of Olympus Growth Fund II, L.P.
and Olympus Executive Fund, L.P.

(8) Of this amount, Olympus Growth Fund II, L.P. owns, beneficially and of
record, 98,101 shares (7.28%) and Olympus Executive Fund, L.P. owns,
beneficially and of record, 1,206 shares (.08%). In addition, Olympus
Growth Fund II, L.P. and Olympus Executive Fund, L.P. respectively own,
beneficially and of record, 76,164 shares (37.72%) and 936 shares (.46%)
of CountryBanc Class B common stock. Assuming a "Closing Gold Banc Stock
Price" of $9.50 per share, the amount shown does not include approximately
8,657 shares (4.68%) of CountryBanc preferred stock which will vest upon
the consummation of the merger and which, pursuant to the stock
restriction agreement and immediately following vesting, will be assigned
to OGP II, L.P. These shares of CountryBanc Class A common stock are also
shown as beneficially owned by Paul A. Rubin by reason of the fact that he
votes the shares on behalf of OGP II, L.P.

(9) Advent International Corporation is the general partner of Advent
International Limited Partnership which, in turn, is the general partner
of Global Private Equity II Limited Partnership and Advent Direct
Investment Program Limited Partnership. In addition, Advent International
Corporation is the general partner of Advent Partners Limited Partnership.

(10) Of this amount, Global Private Equity II Limited Partnership owns,
beneficially and of record, 71,424 shares (5.30%), Advent Direct
Investment Program Limited Partnership owns, beneficially and of record,
26,972 shares (2.00%) and Advent Partners Limited Partnership owns,
beneficially and of record, 811 shares (.06%). In addition, Global
Private Equity II Limited Partnership, Advent Direct Investment Program
Limited Partnership and Advent Partners Limited Partnership respectively
own, beneficially and of record, 55,509 shares (27.49%), 20,961 shares
(10.38%) and 630 shares (.31%) of CountryBanc Class B common stock.
Assuming a "Closing Gold Banc Stock Price" of $9.50 per share, the amount
shown does not include approximately 5,194 shares (2.81%) of CountryBanc
preferred stock which will vest upon consummation of the merger and
which, pursuant to the stock restriction agreement and immediately
following vesting, will be assigned to Advent Partners Limited
Partnership. These shares of CountryBanc Class A common stock are also
shown as beneficially owned by William C. Woo by reason of the fact that
he votes the shares on behalf of Advent International Limited Partnership
and Advent International Corporation.

(11) Wheatley Group is comprised of three limited partnerships (Wheatley
Partners, L.P., Woodland Venture Fund and Seneca Ventures) and eight
individuals.

(12) Of this amount, Wheatley Partners L.P. owns, beneficially and of record,
52,918 shares (3.93%), Woodland Venture Fund owns, beneficially and of
record, 13,230 shares (.98%) and Seneca Ventures

59
<PAGE>

owns, beneficially and of record, 13,230 shares (.98%). The remaining
eight individuals comprising the Wheatley Group own an aggregate of 19,846
shares (1.47%). In addition, Wheatley Partners, L.P., Woodland Venture
Fund and Seneca Ventures respectively own, beneficially and of record,
24,451 shares (12.11%), 6,363 shares (3.15%) and 6,363 shares (3.15%) of
CountryBanc Class B common stock. The remaining eight individuals
comprising the Wheatley Group own an aggregate of 9,543 shares (4.73%) of
CountryBanc Class B common stock. Assuming a "Closing Gold Banc Stock
Price" of $9.50 per share, the amount shown does not include approximately
12,986 shares (7.02%) of CountryBanc preferred stock which will vest upon
the consummation of the merger and which, pursuant to the stock
restriction agreement and immediately following vesting, are to be ratably
assigned to each entity and individual comprising the Wheatley Group.

(13) Comprised of Banc Fund III, L.P., Banc Fund III Trust, Banc Fund IV, L.P.
and Banc Fund IV Trust. MidBanc III serves as the general partner of Banc
Fund III, L.P., Banc Funds Company, LLC serves as the manager of Banc
Fund III Trust and Banc Fund IV Trust, and MidBanc IV serves as the
general partner of Banc Fund IV, L.P.

(14) Of this amount, 4,339 shares (.32%) are beneficially owned by Banc Fund
III, L.P., 13,298 shares (.99%) are beneficially owned by Bank Fund III
Trust, 13,912 shares (1.03%) are beneficially owned by Banc Fund IV, L.P.
and 46,839 shares (3.47%) are beneficially owned by Banc Fund IV Trust.
All shares are owned of record by the named beneficial owner other than
6,628 shares held of record by Geriach & Company.

(15) Shares owned, beneficially and of record, by Bessemer Venture Partners CB
of which Bessemer Venture Partners IV, L.P. serves as the managing
general partner.

(16) Shares owned, beneficially and of record, by LEG Partners II, L.P. of
which Golub GP II, LLC serves as the general partner.

(17) In addition to their ownership of CountryBanc Class A common stock,
CountryBanc's executive officers and directors as a group beneficially
own 407,014 shares (80%) of CountryBanc preferred stock, all of which are
subject to the stock restriction agreement and an escrow agreement.
Assuming a "Closing Gold Banc Stock Price" of $9.50 per share, an
estimated 126,575 net shares (68.40%) of CountryBanc preferred stock will
vest and be converted into Gold Banc common stock. The balance of the
CountryBanc preferred stock (280,439 shares) will be cancelled without
the payment of any consideration by CountryBanc or Gold Banc.

Subscription Agreements

While the CountryBanc Certificate of Incorporation does not extend
preemptive rights to any CountryBanc stockholder, those parties who entered
into subscription agreements with CountryBanc in October 1996 have a
contractual right of first refusal to purchase a pro rata portion of any
capital stock proposed to be issued by CountryBanc, as well as any options,
warrants or similar rights to purchase capital stock or any securities which
may become convertible into capital stock. This right of first refusal is
subject to certain customary exceptions and does not apply to any capital
stock proposed to be issued by CountryBanc in a public offering meeting
certain minimum size requirements.

In addition to the rights described above, the subscription agreements
provide that, in the event any party thereto wishes to sell their shares of
CountryBanc common stock, that person must first offer his or its shares to
CountryBanc which, in turn, must re-offer the right to purchase such shares on
a pro rata basis to the other persons and entities who are parties to the
subscription agreements. This right of first refusal is subject to the
obligation that such other parties, their permitted transferees or CountryBanc
purchase all of the shares of CountryBanc common stock offered for sale.

As part of its acquisition of American Heritage, CountryBanc has extended
similar rights of first refusal to the former American Heritage stockholders
pursuant to a stockholder rights agreement dated January 7, 2000. These rights
will terminate at the time of the termination of the subscription agreements.
The subscription agreements provide that they are to terminate upon the
earlier of (a) the subscriber thereto no longer owning any CountryBanc common
stock, (b) the closing of a public offering meeting certain minimum size

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requirements, (c) October 17, 2021, (d) subject to the actual closing of the
transaction, the affirmative vote of stockholders of CountryBanc owning at
least 50.1% of CountryBanc Class A common stock approving a sale, transfer or
exchange of all of their shares of CountryBanc Class A common stock to a third
party.

Registration Rights Agreement

Certain stockholders of CountryBanc have registration rights by reason of a
registration rights agreement entered into with CountryBanc in October 1996.
The registration rights agreement provides these stockholders with both demand
and piggy-back registration rights. As part of its acquisition of American
Heritage, under the stockholder rights agreement described above, CountryBanc
also extended to former American Heritage stockholders piggy-back registration
rights substantially similar to the piggy-back registration rights in that
registration rights agreement. These piggy-back registration rights will be
subject to the prior demand and piggy-back registration rights granted under
the registration rights agreement and terminate at the time of the termination
of the registration rights agreement. The registration rights agreement
provides that it is to terminate upon the earlier of (a) no Registerable
Securities (as defined therein) remaining subject to the terms of the
registration rights agreement, (b) a merger or consolidation of CountryBanc
with another entity that is not an affiliate of CountryBanc and, as a result of
which, the parties to the registration rights agreement own less than 25% of
the entity resulting from the merger, (c) the sale of all or substantially all
of the assets of CountryBanc to a third party that is not an affiliate of
CountryBanc, or (d) October 17, 2006.

Passivity Commitments

In connection with CountryBanc's application to the Federal Reserve Board to
acquire PNB and City National, each of the Institutional Investors were
required to provide certain representations and commitments to the Federal
Reserve Board. These representations and commitments are commonly referred to
as "passivity commitments" and are designed to prohibit any Institutional
Investor, either acting alone or with one or more other Institutional
Investors, from exercising or attempting to exercise a controlling influence
over the management or policies of CountryBanc or any of its bank subsidiaries.
Together with the CountryBanc Bylaws, these passivity commitments operate to
make it more difficult for any Institutional Investor to initiate a change in
the makeup in CountryBanc's Board of Directors without the concurrence of
CountryBanc's management, or to initiate a merger or acquisition of CountryBanc
by a third party without the concurrence of CountryBanc's management.

COUNTRYBANC COMMON STOCK PER SHARE PRICES AND DIVIDENDS

Shares of CountryBanc common stock are not listed on an exchange. As of
September 30, 1999 no established public trading market for the shares of
CountryBanc common stock and management of CountryBanc is aware of a limited
number of transactions involving CountryBanc common stock. Based upon
CountryBanc management's review of its stock transfer records, there were four
sales of CountryBanc common stock by CountryBanc stockholders between January
1, 1998 and September 30, 1999 at prices ranging from $26.34 to $32.96 per
share.

CountryBanc has not paid any cash dividends during the past three years.

COMPARATIVE RIGHTS OF STOCKHOLDERS

The rights of CountryBanc stockholders are currently governed by the
Oklahoma General Corporation Act and CountryBanc's Certificate of Incorporation
and Bylaws. As a result of the merger, the stockholders of CountryBanc 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 Oklahoma law
generally and specifically with respect to the stockholders of CountryBanc and
Gold Banc. The discussion is not intended as a complete statement of all such
differences, and CountryBanc stockholders are referred to those laws and
governing documents for a definitive treatment of the subject matter.

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Authorized and Outstanding Capital Stock

Kansas and Oklahoma 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
CountryBanc consists of 4,250,000 shares of Class A common stock, par value
$0.01 per share, of which 1,348,459 shares are currently outstanding; 4,250,000
shares of Class B common stock, par value $0.01 per share, of which 201,920 are
currently outstanding; and 1,500,000 shares of preferred stock, par value $0.01
per share, 508,767 of which are designated as "Preferred Stock, Special
Series," all of which are issued and outstanding and subject to the Amended and
Restated Stock Restriction Agreement, dated October 17, 1996, as amended
between CountryBanc, Don L. McNeill, William Randon and others. 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 were
outstanding as of January 25, 2000, and 10,000,000 shares of preferred stock,
no par value per share, of which no shares are currently outstanding.

Election of Directors

Under Oklahoma law, directors, unless their terms are staggered, are elected
at each annual stockholder meeting. Vacancies on the board of directors may be
filled by the stockholders or directors, unless the certificate of
incorporation or a bylaw provides otherwise. The certificate of incorporation
may authorize the election of certain directors by one or more classes or
series of shares, and the certificate of incorporation, an initial bylaw or a
bylaw adopted by a vote of the stockholders may provide for staggered terms for
the directors. The certificate of incorporation or the bylaws also may allow
the stockholders or the board of directors to fix or change the number of
directors, but a corporation must have at least one director. The CountryBanc
Bylaws provide that there are to be seven directors divided into three classes,
each of whom serve for staggered terms of three years. CountryBanc's Bylaws
also provide for a specific nomination procedure for management to follow in
nominating individuals for election to the CountryBanc board. Specifically,
three individuals are to be nominated in accordance with the instructions of
Don C. McNeill and William Randon, one individual is to be nominated in
accordance with the instructions of Olympus Growth Fund II, L.P. and one
individual is to be nominated in accordance with the instructions of Global
Private Equity II Limited Partnership. The remaining two members of the board
of directors are to be independent directors, the nomination of whom is
required to be approved by at least four of CountryBanc's other directors. The
nomination rights in favor of Don C. McNeill, William Randon, Olympus Growth
Fund II, L.P. and Global Private Equity II Limited Partnership are subject to
those respective individuals and partnerships maintaining at least 25% of the
original number of shares of CountryBanc Class A common stock which each
acquired in October 1996, with Don C. McNeill and William Randon being
determined on a collective basis.

In addition to the procedure outlined above, any holder of CountryBanc Class
A common stock may place in nomination the name of any other individual for
election as a director at any annual or special meeting of shareholders at
which one or more directors are to be elected.

Under Oklahoma law, stockholders do not have cumulative voting rights unless
the certificate of incorporation so provides. The CountryBanc Certificate does
not provide for cumulative voting.

The former stockholders of CountryBanc will have rights under Kansas law in
the election of directors similar, though not identical, to those provided by
Oklahoma 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.

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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 Oklahoma law, directors of a corporation may be removed, with or
without cause, by the holders of a majority of the shares entitled to vote at
an election of directors, unless the corporation's board is classified. In the
case of a classified board, unless the certificate of incorporation otherwise
provides, stockholders may effect such removal only for cause, or in the case
of a corporation having cumulative voting, if less than the entire board is to
be removed, no director may be removed without cause if the votes cast against
such director's removal would be sufficient to elect such director if then
cumulatively voted at an election of the entire board, or if there are classes
of directors, at an election of the class of directors of which such director
is a part. The CountryBanc Certificate provides that its directors can only be
removed for cause.

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

Amendments to Charter

Under Oklahoma law, unless a higher vote is required in the certificate of
incorporation, an amendment to the certificate of incorporation of a
corporation may be approved by a majority of the outstanding shares entitled to
vote upon the proposed amendment. In addition, if the proposed amendment would
increase or decrease the aggregate number of authorized shares of a particular
class, increase or decrease the par value of the shares of that class or alter
or change its powers, preferences or special rights so as to affect the class
adversely, the approval of the holders of a majority of the outstanding shares
of the class shall be entitled to vote on the amendment, whether or not the
class is entitled to vote under the provisions of the certificate of
incorporation.

The CountryBanc Certificate provides that until CountryBanc has consummated
a public offering of CountryBanc Class A common stock meeting certain minimum
size requirements, a number of the provisions in the Certificate may only be
amended upon the approval of a supermajority of each class of CountryBanc
common stock entitled to vote on the particular amendment. Specifically, the
provisions of the CountryBanc's Certificate with respect to the CountryBanc
preferred stock (Article IV, Subpart B, Section 2), the CountryBanc common
stock (Article IV, Subpart C, Sections 1 and 2), management by the CountryBanc
board of directors (Article V, Section 1), limitation of director liability
(Article VI) and the amendment and termination of specified provisions of its
Certificate (Article VII) may only be amended upon the affirmative vote of at
least 90% of each class of CountryBanc common stock entitled to vote on the
specified amendment. Also, the

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provisions of the CountryBanc Certificate requiring the affirmative vote of the
holders of a majority of CountryBanc Class A common stock prior to the issuance
of additional securities (Article IV, Subpart C, Section 3), the making of
significant acquisitions (Article V, Section 2) and the sale of a significant
portion of CountryBanc's assets (Article V, Section 3) may only be amended by
the affirmative vote of the holders of 66 2/3% of each class of CountryBanc
common stock entitled to vote on the amendment.

The CountryBanc Certificate further provides that upon the closing of a
public offering of CountryBanc Class A common stock meeting certain minimum
size requirements, the provisions of the Certificate requiring the approval by
the holders of a majority of the CountryBanc Class A common stock for the
issuance of additional equity securities, the making of significant
acquisitions, and the sale of a significant portion of CountryBanc's assets are
to terminate. Also terminating are the provisions of the CountryBanc
Certificate specifying that CountryBanc's directors may only be removed for
cause as construed under Delaware law (Article V, Section 1(C)) and its
supermajority provisions with respect to the amendment of the CountryBanc
Certificate (Article VII).

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

Oklahoma law provides that a corporation's bylaws may be amended by that
corporation's stockholders, or, if so provided in the corporation's certificate
of incorporation, the power to amend the corporation's bylaws may also be
conferred on the corporation's directors. The CountryBanc Bylaws provide that,
subject to specified exceptions, the Bylaws may be amended by (i) approval of
at least 75% of the number of directors which then constitute the entire
CountryBanc board of directors (currently six out of seven) or (ii) upon the
approval of the holders of a specified percentage of all of CountryBanc's
outstanding capital stock entitled to vote on the proposed amendment. With
respect to the right of the directors to amend the Bylaws, no amendment may be
made by the Board of Directors to the provisions relating to the calling of a
special meeting of shareholders, the determination of whether a quorum is
present at a shareholders meeting or the voting procedure at a shareholders
meeting (Article I, Sections 2, 4 and 5), the provisions with respect to
CountryBanc's board of directors (Article II), the indemnification provisions
(Article VI) or the provisions related to the amendment and termination of
specific provisions of the Bylaws (Article VII). Further, these provisions of
the Bylaws may only be amended by the shareholders upon the affirmative vote of
at least 90% of each class of CountryBanc capital stock entitled to vote on the
specified amendment. All other provisions of the CountryBanc Bylaws may be
amended by the affirmative vote of at least 50% of each class of CountryBanc
capital stock entitled to vote on the specified amendment.

The CountryBanc Bylaws further provide that upon the closing of a public
offering of CountryBanc Class A common stock meeting certain minimum size
requirements, the special provisions with respect to amendment and termination
of the Bylaws (Article VII) will terminate. Also terminating are provisions
with respect to the initiation of a special meeting of shareholders by
CountryBanc's stockholders (Article I, Section 2(b)) as described below, the
special nomination procedures described above (Article II, Section 2(b)), the
requirement that directors may only be removed for cause as construed under
Delaware law (Article II, Section 2(c)) and the provisions with respect to the
procedure for filling vacancies which might occur on the CountryBanc board of
directors (Article II, Section 3).

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

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Special Meetings of Stockholders

Oklahoma law provides that special meetings of the stockholders of a
corporation may be called by the corporation's board of directors or by such
other persons as may be authorized in the corporation's certificate of
incorporation or bylaws. The CountryBanc Bylaws provide that special meetings
of CountryBanc's stockholders may only be called by the board of directors or
the president. Further, CountryBanc's president or secretary is to call a
special meeting of stockholders upon the request of stockholders owning at
least 33% of CountryBanc's outstanding voting stock, or, if the purpose of the
meeting is to consider an offer to acquire CountryBanc, stockholders owning at
least 9% of CountryBanc's outstanding voting stock.

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

CountryBanc' stockholders may take any action by written consent which could
be taken at a meeting of the stockholders. Under Gold Banc's Articles, however,
Gold Banc's stockholders may not take any action without a meeting.

Notice of Stockholder Proposals

Oklahoma law limits the business to be conducted at any special meeting of
CountryBanc's stockholders to the business specified in the notice of the
special meeting. At an annual meeting of CountryBanc's stockholders, any matter
may be brought before the annual meeting as long as any prior notice
requirements imposed by Oklahoma law for the proposed action are satisfied.

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

Oklahoma law provides that, unless otherwise specified in a corporation's
certificate of incorporation or unless the provisions of Oklahoma 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
plus, with certain exceptions, the affirmative vote of a majority of the
outstanding stock entitled to vote thereon. The foregoing provisions apply to
CountryBanc and its stockholders.

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

Dividends

Subject to any restrictions contained in a corporation's certificate of
incorporation, Oklahoma law generally provides that a corporation may declare
and pay dividends out of a surplus (defined as the excess, if any, of net
assets over capital) or, when no surplus exists, out of net profits for the
fiscal year in which the

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dividend is declared or the preceding fiscal year. Dividends may not be paid
out of net profits if the capital of the corporation is less than the amount of
capital represented by the issued and outstanding stock of all classes having a
preference upon the distribution of assets. The CountryBanc Certificate places
no additional restrictions on the declaration or payment of dividends except
that any dividends paid on the Class A common stock must be paid ratably on the
Class B common stock, and the CountryBanc preferred stock is not entitled to
payment of fixed or determinable dividends.

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.

Appraisal Rights of Dissenting Stockholders

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

Notwithstanding the above, appraisal rights are available for the shares of
any class or series of stock of a Oklahoma corporation if the holders thereof
are required by the terms of an agreement of merger or consolidation to accept
for their stock anything except: (1) shares of stock of the corporation
surviving or resulting from the merger or consolidation; (2) shares of stock of
any other corporation which shares at the effective date of the merger or
consolidation will be either listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or held of
record by more than 2,000 stockholders; (3) cash in lieu of fractional shares
of the corporations described in (1) and (2); or (4) any combination of the
shares of stock and cash in lieu of fractional shares described in (1), (2) and
(3). An Oklahoma corporation may provide in its certificate of incorporation
that appraisal rights shall be available for the shares of any class or series
of its stock as the result of an amendment to its certificate of incorporation,
any merger or consolidation to which the corporation is a party, or a sale of
all or substantially all of the assets of the corporation. See Appendix D.

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.

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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.

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

Stockholder Inspection

Under both Kansas and Oklahoma 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 Oklahoma 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

Oklahoma law permits a corporation to adopt a provision in its certificate
of incorporation eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except that such provision shall not eliminate or
limit the liability of a director for: (1) any breach of the director's duty of
loyalty to the corporation or its stockholders, (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) liability under Section 1053 of the Oklahoma General Corporation Act
for unlawful payment of dividends or stock purchases or redemptions, or (4) any
transaction from which the director derived an improper personal benefit. The
CountryBanc certificate limits the personal liability of CountryBanc's
directors for monetary damages for breach of fiduciary duty as a director to
the fullest extent permissible under applicable law.

Under Oklahoma law, a corporation may indemnify any person made a party or
threatened to be made a party to any type of proceeding (other than an action
by or in the right of the corporation) because he is or was an officer,
director, employee or agent of the corporation, or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation or entity, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with such proceeding: (1) if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation; and (2) in the case of a criminal proceeding, he had no reasonable
cause to believe that his conduct was unlawful. A corporation may indemnify any
person made a party or threatened to be made a party to any threatened, pending
or completed action or suit brought by or in the right of the corporation
because he was an officer, director, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other entity, against expenses
including attorneys' fees actually and reasonably incurred in connection with
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
except that there may be no such indemnification if the person is found liable
to the corporation unless, and only to the extent that, in such a case, the
court determines the person is entitled thereto. A corporation must indemnify a
director, officer, employee or agent against expenses actually and reasonably
incurred by him who successfully defends himself in a proceeding to which he
was a party because he was a director, officer, employee or agent of the
corporation. Expenses incurred by an officer or director (or

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other employees or agents as deemed appropriate by the board of directors) in
defending a civil or criminal proceeding may be paid by the corporation in
advance of the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation. The Oklahoma law indemnification and expense advancement
provisions are not exclusive of any other rights which may be granted by the
bylaws, a vote of stockholders or disinterested directors, agreement or
otherwise.

Except with respect to certain administrative proceedings, the CountryBanc
Bylaws provide for the indemnification of and the advancement of defense costs
to CountryBanc's directors, officers and employees to the fullest extent
permitted by Oklahoma law.

Under the merger agreement, Gold Banc has agreed to provide indemnification
to CountryBanc's officers and directors in certain circumstances. See "Plan of
Merger -- Interests of Certain Persons in the Merger -- Indemnification of
Directors and Officers."

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 Oklahoma nor Kansas law provides for preemptive rights to acquire a
corporation's unissued stock. However, such right may be expressly granted to
the stockholders in a corporation's certificate or articles of incorporation.
Neither the CountryBanc Certificate nor the Gold Banc Articles provides for
preemptive rights; however, certain CountryBanc stockholders have contractual
rights of first refusal with respect to CountryBanc capital stock as provided
in the subscription agreements.

Business Combination Restrictions

In general, Kansas law prevents an "Interested Stockholder" (defined
generally as a person with 15% or more of a corporation's outstanding voting
stock) from engaging in a "Business Combination" with a corporation for three
years following the date such person became an Interested Stockholder. The term

68
<PAGE>

"Business Combination" includes mergers or consolidations with an Interested
Stockholder and certain other transactions with an Interested Stockholder,
including, without limitation: (1) any merger or consolidation of the
corporation with the Interested Stockholder or with any other corporation if
the merger or consolidation is caused by the Interested Stockholder; (2) any
sale, lease, exchange, mortgage, pledge, transfer or other disposition to or
with the Interested Stockholder of assets (except proportionately as a
stockholder of the corporation) having an aggregate market value equal to 10%
or more of the aggregate market value of all assets of the corporation
determined on a consolidated basis or the aggregate market value of all the
outstanding stock of the corporation; (3) any transaction which results in the
issuance or transfer by the corporation or by certain subsidiaries thereof of
stock of the corporation or such subsidiary to the Interested Stockholder,
except pursuant to a transaction which, in general, effects a pro rata
distribution to all stockholders of the corporation; (4) any transaction
involving the corporation or certain subsidiaries thereof which has the effect,
directly or indirectly, of increasing the proportionate share of the shares of
any class or series, or securities convertible into shares of the corporation
or any subsidiary which is owned directly or indirectly by the Interested
Stockholder (except as a result of immaterial changes due to fractional share
adjustments or as a result of any purchase or redemption of any shares not
caused by the Interested Stockholder); or (5) any receipt by the Interested
Stockholder of the benefit (except proportionately as a stockholder of such
corporation) of any loans, advances, guarantees, pledges, or other financial
benefits provided by or through the corporation or certain subsidiaries.

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

The Business Combination restrictions described above do not apply if, among
other things: (1) the corporation's original certificate of incorporation
contains a provision expressly electing not to be governed by the statute; (2)
the corporation, by act of its board of directors, adopts an amendment to its
bylaws within one year of the effective date of the Business 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. CountryBanc stockholders currently are not covered
by a similar provision under Oklahoma law.

Limitations on Acquisitions and Issuance of Stock

The CountryBanc Certificate contains a provision which requires the
affirmative vote of a majority of the outstanding shares of CountryBanc Class A
common stock before the board of directors may approve the

69
<PAGE>

consummation of any "significant acquisition." A "significant acquisition" is
defined as one which will result in an increase in the consolidated assets of
CountryBanc by 25% or more.

The CountryBanc Certificate also contains a provision which provides that,
subject to certain exceptions, no shares of equity securities will be issued by
CountryBanc until the board of directors has obtained the prior authorization
for such issuance by the affirmative vote of majority of the outstanding
CountryBanc Class A common stock.

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.

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.

CountryBanc does not have a shareholder rights plan.

EXPERTS

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

The audited financial statements of CountryBanc Holding Company, included 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 herein by reference in this registration statement
have been audited by Baird, Kurtz and Dobson, independent public accountants,
as indicated by their reports included in Form 8-K, and have been included
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., incorporated by
reference in this registration statement, have been audited by Baird, Kurtz and
Dobson, independent public accountants, as indicated by their report with
respect thereto, and have been incorporated by reference in reliance upon such
reports given upon the authority of that firm as experts in accounting and
auditing.

70
<PAGE>

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

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 18. McAfee & Taft A Professional Corporation will pass on
certain matters related to the merger for CountryBanc.

FUTURE STOCKHOLDER PROPOSALS

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

A stockholder proposal may be considered at Gold Banc's 2000 Annual Meeting
of Stockholders only if it meets the following requirements set forth in Gold
Banc's Bylaws. First, the stockholder making the proposal must be a stockholder
of record on the record date for such meeting, must continue to be a
stockholder of record at the time of such meeting, and must be entitled to vote
thereat. Second, the stockholder must deliver or cause to be delivered a
written notice to Gold Banc's Secretary. The Secretary must receive such notice
no later than December 2, 1999.

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

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

71
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

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

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

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

<TABLE>
<CAPTION>
Gold Banc SEC Filings (File No. 0-28936) Period or Date of Event
- ---------------------------------------- -----------------------
<S> <C>
Current Report on Form 8-K, filed January 26,
2000......................................... January 26, 2000
Current Report on Form 8-K, filed January 26,
2000......................................... January 26, 2000
Current Report on Form 8-K, filed January 5,
2000......................................... January 5, 2000
Registration Statement on Form S-4, filed
December 29, 1999............................ December 29, 1999
Registration Statement on Form S-4, filed
December 22, 1999............................ December 22, 1999
Registration Statement on Form S-4, filed
December 15, 1999............................ December 15, 1999
Registration Statement on Form S-4, filed
November 23, 1999............................ November 23, 1999
Current Report on Form 8-K/A, filed December
9, 1999...................................... December 9, 1999
Current Report on Form 8-K, filed November 19,
1999......................................... November 19, 1999
Current Report on Form 8-K, filed November 19,
1999......................................... November 19, 1999
Current Report on Form 8-K, filed November 19,
1999......................................... November 19, 1999
Current Report on Form 8-K, filed November 10,
1999......................................... November 10, 1999
Proxy Statement on Schedule 14A, filed April
1, 1999...................................... Annual Meeting on April 28, 1999
Annual Report on Form 10-K, filed April 1,
1999......................................... Year ended December 31, 1998
Quarterly Report on Form 10-Q, filed May 14,
1999......................................... Quarter ended March 31, 1999
Quarterly Report on Form 10-Q, filed August
11, 1999..................................... Quarter ended June 30, 1999
Quarterly Report on Form 10-Q, filed November
8, 1999...................................... Quarter ended September 30, 1999
</TABLE>

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

72
<PAGE>

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

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

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

If you would like to request documents from us, please do so by February 23,
2000 in order to receive them before the meetings. Documents will be sent first
class mail within one day upon receipt of a request.

You should rely only on the information contained or incorporated by
reference in this document to vote on the Gold Banc proposal and the
CountryBanc 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 27, 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
CountryBanc nor the issuance of Gold Banc common stock in the merger shall
create any implication to the contrary.

73
<PAGE>

COUNTRYBANC HOLDING COMPANY

Table of Contents

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants................................... F-2

Consolidated Statements of Financial Condition............................. F-3

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

Consolidated Statements of Comprehensive Income............................ F-5

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

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

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

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
CountryBanc Holding Company:

We have audited the accompanying consolidated statements of financial
condition of CountryBanc Holding Company (an Oklahoma corporation) and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, comprehensive income, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of CountryBanc
Holding Company and subsidiaries as of 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.

/s/ Arthur Andersen LLP

Oklahoma City, Oklahoma,
April 2, 1999

F-2
<PAGE>

COUNTRYBANC HOLDING COMPANY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
September 30, December 31,
-------------------------- -------------------------
ASSETS 1999 1998 1998 1997
------ ------------ ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C>
Cash and due from banks... $ 10,175,158 $ 13,205,488 $ 17,847,966 $ 22,551,612
Federal funds sold........ 2,000,000 -- 4,250,000 --
------------ ------------ ------------ ------------
Total cash and cash
equivalents........... 12,175,158 13,205,488 22,097,966 22,551,612
------------ ------------ ------------ ------------
Interest-bearing deposits
with other banks......... 2,667,015 10,286,002 7,413,011 --
Debt and equity
securities:
Available-for-sale....... 95,733,850 102,091,363 96,016,917 92,944,487
Held-to-maturity......... 8,322,799 6,940,756 6,374,663 --
Equity................... 3,040,742 2,830,886 2,727,936 1,637,632
------------ ------------ ------------ ------------
Total debt and equity
securities............ 107,097,391 111,863,005 105,119,516 94,582,119
------------ ------------ ------------ ------------
Loans receivable, net of
allowance for loan losses
of $4,944,965 at
September 30, 1999,
$5,123,530 at September
30, 1998, and $5,097,012
in 1998 and $4,715,647 in
1997..................... 295,194,165 264,950,741 279,845,578 245,652,487
Premises and equipment,
net...................... 14,036,175 13,827,206 13,856,832 11,982,860
Intangibles, net of
accumulated amortization
of $1,721,371 at
September 30, 1999,
$979,219 at September 30,
1998, and $1,118,278 in
1998 and $521,213 in
1997..................... 9,956,115 8,850,284 8,687,189 6,094,072
Accrued interest
receivable............... 6,510,680 6,404,227 5,934,192 5,247,424
Other real estate and
assets owned, net........ 410,031 186,501 186,501 708,679
Other assets.............. 1,017,977 909,334 949,226 506,116
------------ ------------ ------------ ------------
Total assets........... $449,064,707 $430,482,788 $444,090,011 $387,325,369
============ ============ ============ ============
<CAPTION>
LIABILITIES AND
STOCKHOLDERS' EQUITY
--------------------
<S> <C> <C> <C> <C>
Deposits:
Demand................... $ 48,500,565 $ 45,095,372 $ 51,150,855 $ 47,284,725
Savings, money market
and NOW................. 149,713,160 135,278,482 141,712,860 111,954,730
Time..................... 190,354,908 198,150,102 189,871,183 171,161,251
------------ ------------ ------------ ------------
Total deposits......... 388,568,633 378,523,956 382,734,898 330,400,706
Federal funds purchased... -- 740,000 -- 13,000,000
Notes payable............. 15,090,000 9,700,000 18,900,000 7,225,000
Deferred income tax
liability................ 1,638,542 2,306,223 2,467,124 2,039,245
Accrued interest payable
and other................ 3,583,745 2,881,395 2,551,073 3,351,827
------------ ------------ ------------ ------------
Total liabilities...... 408,880,920 394,151,574 406,653,095 356,016,778
------------ ------------ ------------ ------------
Minority interest......... -- -- -- 784,570
Stockholders' equity:
Preferred stock, $.01
par value, 1,500,000
shares authorized;
508,767 shares issued
and outstanding......... 5,088 5,088 5,088 5,088
Common stock--Class A,
$.01 par value,
4,250,000 shares
authorized; 1,006,002
shares issued and
outstanding at
September 30, 1999 and
1998 and December 31,
1998, and 943,707
shares issued and
outstanding at December
31, 1997................ 10,060 10,060 10,060 9,437
Common stock--Class B,
$.01 par value,
4,250,000 shares
authorized; 201,920
shares issued and
outstanding at
September 30, 1999 and
1998 and December 31,
1998 and 177,120 shares
issued and outstanding
at December 31, 1997.... 2,019 2,019 2,019 1,771
Capital surplus.......... 28,678,844 28,659,700 28,664,486 26,552,870
Retained earnings........ 12,350,970 7,339,937 8,520,751 3,779,835
Unrealized gains
(losses) on available-
for-sale securities,
net of tax expense
(benefit) of ($529,054)
at September 30, 1999,
$192,702 at September
30, 1998, and $143,733
in 1998 and $107,270 in
1997.................... (863,194) 314,410 234,512 175,020
------------ ------------ ------------ ------------
Total stockholders'
equity................ 40,183,787 36,331,214 37,436,916 30,524,021
------------ ------------ ------------ ------------
Total liabilities and
stockholders' equity.. $449,064,707 $430,482,788 $444,090,011 $387,325,369
============ ============ ============ ============
</TABLE>

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

F-3
<PAGE>

COUNTRYBANC HOLDING COMPANY

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Nine Months Ended
September 30, Years Ended December 31,
----------------------- ----------------------------------
1999 1998 1998 1997 1996
----------- ----------- ----------- ----------- ----------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Interest and dividend
income:
Loans, including fees.. $21,697,455 $20,118,497 $26,848,093 $23,932,351 $5,883,077
Debt securities
available-for-sale.... 4,184,337 4,555,516 6,016,673 5,511,740 1,160,886
Debt securities held-
to-maturity........... 293,004 161,129 250,285 -- --
Interest-bearing
deposits with other
banks................. 214,713 513,132 656,952 -- --
Federal funds sold and
other................. 315,742 396,401 464,849 783,130 346,222
Dividends.............. 135,323 97,236 137,862 53,578 --
----------- ----------- ----------- ----------- ----------
Total interest and
dividend income..... 26,840,574 25,841,911 34,374,714 30,280,799 7,390,185
----------- ----------- ----------- ----------- ----------
Interest expense:
Deposits............... 10,826,731 11,120,419 14,703,080 12,978,834 3,308,650
Notes payable.......... 434,301 510,716 749,141 580,949 116,164
Other borrowed funds... 468,414 140,966 151,121 89,037 28,602
----------- ----------- ----------- ----------- ----------
Total interest
expense............. 11,729,446 11,772,101 15,603,342 13,648,820 3,453,416
----------- ----------- ----------- ----------- ----------
Net interest and
dividend income..... 15,111,128 14,069,810 18,771,372 16,631,979 3,936,769
Provision for loan
losses................. 588,000 714,000 736,000 1,476,000 1,196,381
----------- ----------- ----------- ----------- ----------
Net interest income
after provision for
loan losses......... 14,523,128 13,355,810 18,035,372 15,155,979 2,740,388
----------- ----------- ----------- ----------- ----------
Noninterest income:
Service charges on
deposit accounts...... 1,962,890 1,388,721 1,879,810 1,928,106 674,930
Other.................. 550,927 415,929 566,372 635,641 153,687
----------- ----------- ----------- ----------- ----------
Total noninterest
income.............. 2,513,817 1,804,650 2,446,182 2,563,747 828,617
----------- ----------- ----------- ----------- ----------
Noninterest expense:
Salaries and employee
benefits.............. 6,104,994 5,344,485 7,334,945 6,320,786 1,557,383
Depreciation and
amortization.......... 1,687,823 1,271,533 1,758,995 1,276,667 315,098
Professional and other
services.............. 455,779 489,786 621,186 622,030 731,012
Supplies and postage... 404,265 401,327 534,513 635,218 172,198
Occupancy expenses..... 351,022 322,900 441,289 363,730 137,414
Advertising and
business development.. 275,275 252,618 349,412 306,722 38,273
Data processing........ 235,787 153,241 338,116 272,699 57,082
Equipment maintenance.. 295,710 253,383 301,033 317,139 91,406
Telephone.............. 173,836 184,993 253,162 217,134 48,457
Deposit insurance
assessments and
examination fees...... 101,670 95,678 131,679 177,284 45,148
Other.................. 704,673 782,012 975,582 812,860 319,949
----------- ----------- ----------- ----------- ----------
Total noninterest
expense............. 10,790,834 9,551,956 13,039,912 11,322,269 3,513,420
----------- ----------- ----------- ----------- ----------
Income before income
tax expense and
minority interest... 6,246,111 5,608,504 7,441,642 6,397,457 55,585
Income tax expense...... 2,415,892 2,048,401 2,700,726 2,449,882 35,315
----------- ----------- ----------- ----------- ----------
Income before
minority interest... 3,830,219 3,560,103 4,740,916 3,947,575 20,270
Minority interest....... -- -- -- 158,686 27,963
----------- ----------- ----------- ----------- ----------
Net income (loss).... $ 3,830,219 $ 3,560,103 $ 4,740,916 $ 3,788,889 $ (7,693)
=========== =========== =========== =========== ==========
</TABLE>

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

F-4
<PAGE>

COUNTRYBANC HOLDING COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
Nine Months Ended
September 30, Years Ended December 31,
----------------------- -------------------------------
1999 1998 1998 1997 1996
----------- ---------- ---------- ---------- --------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Net income (loss)....... $ 3,830,219 $3,560,103 $4,740,916 $3,788,889 $ (7,693)
Unrealized holding gains
(losses) arising during
the period, net of tax. (1,097,706) 139,390 59,492 (4,990) 180,010
----------- ---------- ---------- ---------- --------
Total comprehensive
income............. $ 2,732,513 $3,699,493 $4,800,408 $3,783,899 $172,317
=========== ========== ========== ========== ========
</TABLE>

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

F-5
<PAGE>

COUNTRYBANC HOLDING COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

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

<TABLE>
<CAPTION>
Net
Class Unrealized
Class A B Retained Investment Total
Preferred Common Common Capital Earnings Security Stockholders'
Stock Stock Stock Surplus (Deficit) Gains Equity
--------- ------- ------ ----------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31,
1995................... $5,088 $ 100 $ -- $ -- $ (1,361) $ -- $ 3,827
Purchase and
cancellation of Class
A common stock........ -- (100) -- -- -- -- (100)
Issuance of Class A
common stock, net of
issue costs........... -- 9,437 -- 22,336,634 -- -- 22,346,071
Issuance of Class B
common stock, net of
issue costs........... -- -- 1,771 4,192,306 -- -- 4,194,077
Net loss............... -- -- -- -- (7,693) -- (7,693)
Net unrealized
appreciation on
available-for-sale
securities, net of tax
of $110,329........... -- -- -- -- -- 180,010 180,010
------ ------- ------ ----------- ----------- ---------- -----------
BALANCE, December 31,
1996................... 5,088 9,437 1,771 26,528,940 (9,054) 180,010 26,716,192
Amortization of
employee stock awards. -- -- -- 23,930 -- -- 23,930
Net income............. -- -- -- -- 3,788,889 -- 3,788,889
Net change in
unrealized gains on
available-for-sale
securities, net of tax
of ($3,059)........... -- -- -- -- -- (4,990) (4,990)
------ ------- ------ ----------- ----------- ---------- -----------
BALANCE, December 31,
1997................... 5,088 9,437 1,771 26,552,870 3,779,835 175,020 30,524,021
Amortization of
employee stock awards. -- -- -- 19,144 -- -- 19,144
Issuance of Class A
common stock, net of
issue costs........... -- 623 -- 1,497,800 -- -- 1,498,423
Issuance of Class B
common stock, net of
issue costs -- -- 248 594,672 -- -- 594,920
Net income............. -- -- -- -- 4,740,916 -- 4,740,916
Net change in
unrealized gains on
available-for-sale
securities, net of tax
of $36,463............ -- -- -- -- -- 59,492 59,492
------ ------- ------ ----------- ----------- ---------- -----------
BALANCE, December 31,
1998................... 5,088 10,060 2,019 28,664,486 8,520,751 234,512 37,436,916
Amortization of
employee stock awards. -- -- -- 14,358 -- -- 14,358
Net income............. -- -- -- -- 3,830,219 -- 3,830,219
Net change in
unrealized gains
(losses) on available-
for-sale securities,
net of tax benefit of
$672,787.............. -- -- -- -- -- (1,097,706) (1,097,706)
------ ------- ------ ----------- ----------- ---------- -----------
BALANCE, September 30,
1999................... $5,088 $10,060 $2,019 $28,678,844 $12,350,970 $ (863,194) $40,183,787
====== ======= ====== =========== =========== ========== ===========
</TABLE>

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

F-6
<PAGE>

COUNTRYBANC HOLDING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Nine Months Ended
September 30, Years Ended December 31,
-------------------------- ----------------------------------------
1999 1998 1998 1997 1996
------------ ------------ ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Cash provided
(absorbed) by
operating activities:
Net income (loss)..... $ 3,830,219 $ 3,560,103 $ 4,740,916 $ 3,788,889 $ (7,693)
Adjustments to
reconcile net income
to net cash provided
by operating
activities--
Provision for loan
losses............. 588,000 714,000 736,000 1,476,000 1,196,381
Depreciation and
amortization....... 1,687,823 1,271,533 1,758,995 1,276,667 315,098
Deferred income tax
provision
(benefit).......... (238,462) (94,195) 115,673 511,001 (255,394)
Amortization of
employee stock
awards............. 14,358 14,358 19,144 23,930 --
Gain on sale of
assets............. (60,800) (3,840) (5,190) -- --
Net amortization of
debt securities:
Available-for-sale.. 147,700 175,556 235,647 104,161 31,293
Held-to-maturity.... 30,123 17,898 25,203 -- --
Stock dividends
received........... (45,600) (12,800) (58,700) (26,400) --
(Increase) decrease
in accrued interest
receivable......... 197,003 61,204 531,240 (273,607) 434,813
(Increase) decrease
in other assets.... (67,920) (375,319) (337,651) 506,558 (251,929)
Increase (decrease)
in accrued
interest, taxes and
other liabilities.. 798,140 (1,098,452) (1,428,773) 1,254,038 (483,642)
------------ ------------ ------------ ------------ ------------
Net cash provided
by operating
activities....... 6,880,584 4,230,046 6,332,504 8,641,237 978,927
------------ ------------ ------------ ------------ ------------
Cash provided
(absorbed) by
investing activities:
Proceeds from sales
of equity
securities........... 236,554 31,950 180,800 86,154 --
Proceeds from
maturities and
paydowns on debt and
equity securities--
Available-for-sale.. 47,397,395 39,729,933 62,268,505 62,760,256 22,997,382
Held-to-maturity.... 1,605,640 1,286,308 1,845,096 -- 4,508,000
Purchases of debt and
equity securities--
Available-for-sale.. (48,180,289) (27,673,746) (44,319,755) (79,310,622) (23,019,409)
Held-to-maturity.... (2,880,000) (1,994,688) (1,994,688) -- --
Equity.............. (317,300) (999,800) (1,085,954) (895,100) --
Proceeds from
maturities of
interest-bearing
deposits with other
banks................ 4,745,996 8,383,267 11,256,258 -- --
(Increase) decrease
in loans, net........ 10,076,705 9,811,975 (5,255,238) (7,030,968) (10,635,523)
Capital expenditures.. (701,786) (1,228,945) (1,591,418) (586,741) (19,116)
Proceeds from sales
of premises and
equipment............ 25,652 16,253 26,253 21,325 36,750
Proceeds from sales
of other real estate
and assets owned..... 85,573 526,018 677,744 836,699 14,815
Cash paid (net of
consideration
received) in bank
acquisitions......... 262,457 (6,792,147) (6,792,147) -- 7,175,923
------------ ------------ ------------ ------------ ------------
Net cash provided
(absorbed) by
investing
activities....... 12,356,597 21,096,378 15,215,456 (24,118,997) 1,058,822
------------ ------------ ------------ ------------ ------------
Cash provided
(absorbed) by
financing activities:
Net change in
deposits............. (23,959,989) (26,196,321) (21,985,379) (11,156,810) 10,525,061
Increase (decrease)
in federal funds
purchased............ -- (12,260,000) (13,000,000) 13,000,000 --
Proceeds from
issuance of common
stock................ -- 2,093,343 2,093,343 -- 18,635,000
Payments on
borrowings........... (5,300,000) (5,025,000) (5,825,000) (800,000) --
Proceeds from
borrowings........... 100,000 7,500,000 17,500,000 -- 7,100,000
Purchase of minority
interest............. -- (784,570) (784,570) (1,037,823) (277,632)
------------ ------------ ------------ ------------ ------------
Net cash provided
(absorbed) by
financing
activities....... (29,159,989) (34,672,548) (22,001,606) 5,367 35,982,429
------------ ------------ ------------ ------------ ------------
Net change in cash and
cash equivalents...... (9,922,808) (9,346,124) (453,646) (15,472,393) 38,020,178
Cash and cash
equivalents at
beginning of period... 22,097,966 22,551,612 22,551,612 38,024,005 3,827
------------ ------------ ------------ ------------ ------------
Cash and cash
equivalents at end of
period................ $ 12,175,158 $ 13,205,488 $ 22,097,966 $ 22,551,612 $ 38,024,005
============ ============ ============ ============ ============
Cash paid for income
taxes................. $ 2,280,833 $ 3,835,509 $ 4,343,278 $ 709,000 $ 148,000
============ ============ ============ ============ ============
Cash paid for interest. $ 11,860,244 $ 11,297,342 $ 15,139,433 $ 13,149,415 $ 3,390,000
============ ============ ============ ============ ============
</TABLE>

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

F-7
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature of Business

CountryBanc Holding Company ("CBH"), an Oklahoma corporation, and
subsidiaries (collectively referred to as the "Company") provides a full range
of banking services to individual and corporate customers primarily in
Kingfisher, Hennessey, Enid, El Reno, Guymon, Geary, Helena, Hobart, Wakita,
Marshall, Weatherford, Cordell and Corn, Oklahoma, including the contiguous
counties thereof, as well as Elkhart, Kansas. The Company is subject to
competition from other financial service companies and financial institutions.
The Company is also subject to the regulations of certain federal and state
agencies and undergoes periodic examinations by those regulatory authorities.
The Company was formed in April 1995 and began full operations in October 1996,
concurrent with its purchases of PNB Financial Corporation and its subsidiaries
and City National Bancshares of Weatherford, Inc. and its subsidiary.

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of
CBH and its wholly owned subsidiaries, People First Bank ("PFB") The First
State Holding Company of Elkhart ("FSH"), and its subsidiary People First Bank,
Elkhart, Kansas ("PFE") (collectively referred to as the "Banks"). During 1998,
certain other subsidiaries namely PNB Financial Corporation and City National
Bancshares, and its subsidiary City Bank of Weatherford, were merged into CBH
or People First Bank as applicable. Intercompany transactions and balances have
been eliminated in consolidation.

The consolidated financial statements for the nine months ended September
30, 1999 and 1998, are unaudited and, in the opinion of management, include all
adjustments necessary (which consist of only normal recurring adjustments) for
a fair presentation of the financial position, results of operations and cash
flows for the interim periods. The financial information and results of
operations of the interim periods are not necessarily indicative of the
financial position and results of operations that may be obtained for a full
fiscal year.

Certain reclassifications have been made to the 1997 and 1996 balances to
provide consistent financial statement classifications in the periods presented
herein. Such reclassifications had no effect on net income or total assets.

Use of Estimates

The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles. In preparing the consolidated
financial statements, management is required to make use of certain estimates
and assumptions. Those estimates and assumptions relate primarily to the
determination of the allowance for loan losses, the valuation of other real
estate and assets owned, income tax expense and the fair value of financial
instruments. Actual results could differ from those estimates. The accounting
policies for these items and other significant accounting policies are
presented below.

Cash and Cash Equivalents

For the purpose of presentation in the consolidated statements of cash
flows, cash and cash equivalents are defined as those amounts included in the
consolidated statements of financial condition as cash and due from banks and
federal funds sold.

Debt and Equity Securities

Debt securities and equity securities which have a readily determinable fair
value, that management intends to use as part of its asset/liability management
strategy or that may be sold in response to changes in interest rates or
prepayment risk are classified as available-for-sale and are carried at
estimated fair value with

F-8
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

unrealized gains and losses reported as a separate component of stockholders'
equity, net of income taxes. Debt securities that management has the ability
and intent to hold to maturity are classified as held-to-maturity and are
carried at cost, adjusted for amortization of premiums and accretion of
discounts. Amortization of premiums and accretion of discounts are recognized
in interest income using a method that approximates the effective interest
method over the period to maturity. Equity securities which do not have a
readily determinable fair value are carried at cost. Gains and losses on the
sale of debt and equity securities are included as a separate component of
noninterest income. Applicable income taxes, if any, are included in income
taxes. The basis of the securities sold is determined by the specific
identification method for each security.

Loans Receivable

Interest on substantially all loans receivable is accrued based on the
principal amount outstanding. Loan fees and costs associated with the
origination of loans are not considered to be material and, therefore, are
recorded as received and incurred, respectively. Premiums and discounts on
loans are amortized into interest income using a method that approximates a
level yield over the contractual lives of the loans, adjusted for actual
prepayments.

The accrual of interest on impaired loans is discontinued when, in
management's opinion, the borrower may be unable to meet payments as they
become due. When interest accrual is discontinued, all unpaid accrued interest
is reversed. Interest income is subsequently recognized only to the extent cash
payments are received.

Allowance for Loan Losses

The allowance for loan losses is increased by charges to income and
decreased by charge-offs (net of recoveries). Management's periodic evaluation
of the adequacy of the allowance is based on the Company's past loan loss
experience, known and inherent risks in the portfolio, adverse situations that
may affect the borrowers' ability to repay, the estimated value of any
underlying collateral, and current economic conditions. The adequacy of the
allowance for loan losses is periodically reviewed and approved by the Board of
Directors. However, ultimate losses may differ from these estimates.
Adjustments to the allowance for loan losses are reported in earnings in the
periods in which they become known. It is Company policy to charge off any loan
or portion thereof when it is deemed uncollectible in the ordinary course of
business. Loan losses and recoveries are charged or credited directly to the
allowance.

Premises and Equipment

Land is stated at cost. Bank premises, furniture, equipment and leasehold
improvements are stated at cost, less accumulated depreciation and
amortization. Depreciation and amortization is charged to operating expense and
is computed by use of both straight-line and accelerated methods over the
estimated useful lives of the assets. Maintenance and repairs are charged to
expense as incurred, while improvements are capitalized.

Intangibles

Intangibles consist of the excess of the purchase price paid over the
estimated fair value of the net assets acquired. Intangibles are being
amortized over their estimated life (15 years) using the straight-line method.
Amortization expense related to the intangibles was approximately $597,000,
$426,000 and $103,000 for 1998, 1997 and 1996, respectively.

F-9
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Other Real Estate and Assets Owned

Other real estate and assets owned consists primarily of real estate and
other assets acquired through loan foreclosure. These assets are carried at
estimated fair value at the date of foreclosure. Estimated fair value is based
on independent appraisals and other relevant factors. At the time of
acquisition, any excess of cost over the estimated fair value is charged to the
allowance for loan losses. Subsequent losses on dispositions, declines in the
estimated fair values and the net operating income and expenses of such assets
are charged to other noninterest expense.

Income Taxes

The Company files a consolidated federal income tax return with all of its
subsidiaries. Separate state income tax returns are filed for PFH and PFE.

Deferred tax assets and liabilities are recognized for the future income tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are included in the consolidated
financial statements at currently enacted income tax rates applicable to the
period in which the deferred tax assets and liabilities are expected to be
realized or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

2. ACQUISITIONS:

On March 20, 1998, the Company purchased all of the common stock of The
First State Holding Company of Elkhart ("FSH") along with its subsidiary People
First Bank, Elkhart, Kansas ("PFE"). On May 28, 1998, the Company purchased all
of the common stock of Home State Bank of Hobart ("HSB"). FSH and HSB results
of operations are included in the consolidated statement of income beginning
March 1, 1998 and May 1, 1998, respectively. Both acquisitions were accounted
for under the purchase method of accounting using push down accounting
treatment. The net purchase prices of approximately $4,303,000 for PFE and
$4,433,000 for HSB were allocated to the net assets acquired based upon their
fair market values as of the acquisition dates resulting in approximately
$1,415,000 and $1,776,000 of intangible assets for PFE and HSB, respectively.
These intangibles are being amortized on a straight-line basis over fifteen-
year lives. Total assets at the date of the acquisitions and after allocation
of the purchase price premiums totaled approximately $42,230,000 for PFE and
$40,217,000 for HSB. These transactions did not have a material effect on the
results of operations of the Company in 1998.

As of December 31, 1998, the Company had entered into an agreement to
purchase the First State Bank of Hobart with assets totaling approximately
$36,128,000 for a net purchase price totaling approximately $4,641,000. The
acquisition was consummated during the first quarter of 1999.

Also, as of December 31, 1998, the Company had entered into agreements to
purchase two other separate financial institutions with combined assets
totaling approximately $159,000,000, which were expected to be consummated in
1999. The combined purchase price for the two institutions is approximately
$36,800,000. Subsequent to December 31, 1998, one of the agreements was
terminated. It is anticipated that the acquisition of the other institution
will be consummated in December 1999, following shareholder approval.

In October 1996, the Company acquired a 96.74% interest in PNB Financial
Corporation and its subsidiaries, and a 75% interest in City National
Bancshares of Weatherford, Inc. and its subsidiary ("CNB") effective September
30, 1996 (the "Effective Date"). On June 30, 1997, the minority interest in CNB
was purchased.

F-10
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The acquisitions of PNB and CNB were accounted for under the purchase method
of accounting. The purchase price paid for the initial interests in PNB and CNB
of approximately $35,865,000 consisted of 375,427 shares of Class A common
stock and cash of approximately $25,222,000 and was allocated to the net assets
acquired based upon their estimated fair values as of the Effective Date. The
excess of the purchase price over the estimated fair value of the net assets
acquired approximated $6,194,000 at the Effective Date. The accompanying
consolidated statements of income includes only the income and expenses of PNB
and CNB since the Effective Date. The effect of the purchase of minority
interest at CNB resulted in an increase in intangibles totaling approximately
$309,000.

Information from the unaudited consolidated statements of financial
condition of PNB and CNB at the date of acquisition is summarized as follows
(in rounded thousands):

<TABLE>
<S> <C>
Cash and cash equivalents.. $ 33,619,000
Investment securities...... 81,412,000
Loans receivable, net...... 232,282,000
Other assets............... 15,100,000
------------
Total assets............. $362,413,000
============
</TABLE>
<TABLE>
<S> <C>
Deposits.................. $329,966,000
Other liabilities......... 5,038,000
Stockholders' equity...... 27,409,000
------------
Total liabilities....... $362,413,000
============
</TABLE>

3. CASH AND DUE FROM BANKS:

The Federal Reserve System requires the Bank to maintain certain cumulative
reserve balances based on deposits. These required reserve balances amounted to
approximately $1,472,000 at December 31, 1998. These reserve balances are
included in cash and due from banks in the accompanying consolidated statements
of financial condition.

F-11
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

4. DEBT AND EQUITY SECURITIES:

Debt and equity securities have been classified in the consolidated
statements of financial condition according to management's intent. The
amortized cost of securities and their estimated fair values at December 31
were as follows (in rounded thousands):

<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
1998 Cost Gains Losses Value
---- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities:
Available-for-sale........... $ 34,542,000 $248,000 $ (7,000) $ 34,783,000
Held-to-maturity............. 252,000 1,000 -- 253,000
U.S. Government agencies and
other mortgage-backed
securities:
Available-for-sale........... 30,123,000 113,000 (261,000) 29,975,000
Held-to-maturity............. 440,000 2,000 -- 442,000
U.S. Government agency
collateralized mortgage
obligations:
Available-for-sale........... 12,466,000 89,000 -- 12,555,000
Held-to-maturity............. 1,920,000 -- (23,000) 1,897,000
Obligations of U.S. Government
and agency securities:
Available-for-sale........... 13,567,000 37,000 -- 13,604,000
Held-to-maturity............. 907,000 10,000 -- 917,000
Obligations of state and
political subdivisions:
Available-for-sale........... 4,940,000 164,000 (4,000) 5,100,000
Held-to-maturity............. 2,856,000 21,000 (5,000) 2,872,000
------------ -------- --------- ------------
Total available-for-sale
securities................ 95,638,000 651,000 (272,000) 96,017,000
Total held-to-maturity
securities................ 6,375,000 34,000 (28,000) 6,381,000
Equity securities.............. 2,728,000 -- -- 2,728,000
------------ -------- --------- ------------
Total debt and equity
securities................ $104,741,000 $685,000 $(300,000) $105,126,000
============ ======== ========= ============
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Estimated
1997 Cost Gains Losses Fair Value
---- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C>
Available-for-sale securities:
U.S. Treasury securities..... $ 29,705,000 $118,000 $ (5,000) $ 29,818,000
U.S. Government agencies and
other mortgage-backed
securities.................. 25,061,000 89,000 (137,000) 25,013,000
U.S. Government agency
collateralized mortgage
obligations................... 22,445,000 130,000 (8,000) 22,567,000
Obligations of U.S. Government
and agency securities......... 9,765,000 24,000 (16,000) 9,773,000
Obligations of state and
political subdivisions........ 5,686,000 101,000 (14,000) 5,773,000
------------ -------- --------- ------------
Total available-for-sale
securities................ 92,662,000 462,000 (180,000) 92,944,000
Equity securities.............. 1,638,000 -- -- 1,638,000
------------ -------- --------- ------------
Total debt and equity
securities................ $ 94,300,000 $462,000 $(180,000) $ 94,582,000
============ ======== ========= ============
</TABLE>

There were no sales of debt securities during 1998, 1997 or 1996.

F-12
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The schedule of maturities of the debt securities at December 31, 1998, was
as follows (in rounded thousands):

<TABLE>
<CAPTION>
Amortized Estimated
Cost Fair Value
------------ ------------
<S> <C> <C>
Due in one year or less:
Available-for-sale.......................... $ 39,584,000 $ 39,775,000
Held-to-maturity............................ 989,000 994,000
Due after one year through five years:
Available-for-sale.......................... 10,718,000 10,866,000
Held-to-maturity............................ 2,186,000 2,208,000
Due after five years through ten years:
Available-for-sale.......................... 2,320,000 2,417,000
Held-to-maturity............................ 638,000 638,000
Due after ten years:
Available-for-sale.......................... 427,000 429,000
Held-to-maturity............................ 202,000 202,000
Mortgage-backed securities, not due at a
single maturity date:
Available-for-sale.......................... 42,589,000 42,530,000
Held-to-maturity............................ 2,360,000 2,339,000
------------ ------------
Total available-for-sale securities....... 95,638,000 96,017,000
Total held-to-maturity securities......... 6,375,000 6,381,000
------------ ------------
Total debt securities..................... $102,013,000 $102,398,000
============ ============
</TABLE>

At December 31, 1998 and 1997, debt and equity securities with carrying
values of approximately $50,757,000 and $37,017,000, respectively, were
pledged to secure public deposits and for other purposes as required or
permitted by law.

5. LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES:

The composition of the loans receivable portfolio at December 31 was as
follows (in rounded thousands):

<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Real estate:
Commercial and residential.................. $ 83,328,000 $ 64,771,000
Farmland.................................... 28,210,000 20,394,000
Agriculture................................... 88,748,000 83,326,000
Commercial and industrial..................... 69,209,000 62,211,000
Consumer, net of unearned interest............ 14,545,000 19,047,000
Other......................................... 903,000 619,000
------------ ------------
Subtotal.................................. 284,943,000 250,368,000
Less--Allowance for loan losses............... (5,097,000) (4,716,000)
------------ ------------
Total loans receivable, net............... $279,846,000 $245,652,000
============ ============
</TABLE>

F-13
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

A substantial amount of the Company's total loans receivable are to
borrowers operating in the agriculture sector. The loans are typically secured
by livestock, crops, land, and machinery and equipment. The operating
performance of these borrowers' businesses and the value of related collateral
are contingent upon, among other things, commodity prices, crop and livestock
production volumes, farm legislation and other factors. Significant changes in
any of these factors can cause serious deterioration in the credit quality in
any one or more of these types of loans. As changes in these factors are
identified, management adjusts the allowance for loan losses accordingly.

Changes in the allowance for loan losses for the years ended December 31
were as follows (in rounded thousands):

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Balance, beginning of year........... $4,716,000 $5,312,000 $ --
Provision for loan losses.......... 736,000 1,476,000 1,196,000
Charge-offs...................... (2,035,000) (2,654,000) (787,000)
Less--Recoveries................. 960,000 582,000 384,000
---------- ---------- ----------
Net charge-offs................ (1,075,000) (2,072,000) (403,000)
Allowance acquired in bank
acquisitions...................... 720,000 -- 4,519,000
---------- ---------- ----------
Balance, end of year................. $5,097,000 $4,716,000 $5,312,000
========== ========== ==========
</TABLE>

Impaired loans totaled approximately $2,896,000 and $2,757,000 at December
31, 1998 and 1997, respectively. The average of impaired loans during 1998 and
1997 was approximately $2,249,000 and $4,069,000, respectively. The total
allowance for loan losses related to these loans was approximately $212,000 and
$494,000 at December 31, 1998 and 1997, respectively. Interest income
recognized from cash receipts collected on impaired loans was not material for
the years ended December 31, 1998, 1997 and 1996.

Loans receivable having carrying values of approximately $151,000 and
$826,000 were transferred to other real estate and assets owned in 1998 and
1997, respectively.

Loans to directors, officers and their affiliated companies totaled
approximately $600,000 and $386,000 at December 31, 1998 and 1997,
respectively. In management's opinion, these loans were made in the ordinary
course of business on substantially the same terms as those prevailing at the
time for comparable transactions with unrelated parties and do not involve more
than normal risks.

6. PREMISES AND EQUIPMENT:

The composition of premises and equipment at December 31 was as follows (in
rounded thousands):

<TABLE>
<CAPTION>
Estimated Useful
Life 1998 1997
---------------- ----------- -----------
<S> <C> <C> <C>
Land................................. -- $ 875,000 $ 755,000
Premises and improvements............ 10-40 years 10,248,000 9,057,000
Furniture, fixtures and equipment.... 3-10 years 4,853,000 3,165,000
----------- -----------
15,976,000 12,977,000
Less--Accumulated depreciation and
amortization...................... (2,119,000) (994,000)
----------- -----------
Premises and equipment, net.......... $13,857,000 $11,983,000
=========== ===========
</TABLE>

Depreciation and amortization expense totaled approximately $1,129,000,
$851,000 and $212,000 during 1998, 1997 and 1996, respectively.

F-14
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. DEPOSITS:

Included in time deposits at December 31, 1998 and 1997, are approximately
$41,309,000 and $34,434,000, respectively, in denominations of $100,000 or
more. At December 31, 1998, the scheduled maturities of time deposits are as
follows (in rounded thousands):

<TABLE>
<S> <C>
1999........................................................ $173,079,000
2000........................................................ 11,660,000
2001........................................................ 4,062,000
2002........................................................ 744,000
2003 and thereafter......................................... 326,000
------------
$189,871,000
============
</TABLE>

8. NOTES PAYABLE:

The composition of notes payable at December 31 was as follows (in rounded
thousands):

<TABLE>
<CAPTION>
1998 1997
----------- ----------
<S> <C> <C>
Revolving line of credit, matures October 17,
2006, bearing interest at the annual rate of
7.75%............................................ $ 8,900,000 $6,300,000
Federal Home Loan Bank of Topeka advance, maturing
November 25, 2003, bearing interest at the annual
rate of 4.76%.................................... 10,000,000 --
Notes payable to former shareholders.............. -- 925,000
----------- ----------
$18,900,000 $7,225,000
=========== ==========
</TABLE>

The Company's revolving line of credit with another financial institution is
due on October 17, 2006. The line of credit has interest payable quarterly
beginning April 10, 1998, and quarterly thereafter, based on a fixed interest
rate of 7.75%. On October 17, 2001, the rate will adjust to reflect any change
on that date of the five-year United States Treasury Note rate plus 2.50% fixed
for the remaining five-year term of the Note. Semi-annual principal payments
are required as follows: $500,000 on July 10, 1998 and January 10, 1999,
$600,000 on July 10, 1999 and January 10, 2000, and $700,000 on each July 10
and January 10 until maturity of the Note on October 17, 2006. The total line
of credit is secured by the common stock of the subsidiaries of the Company,
PFB, FSH and PFE. The maximum amount available under this line of credit as of
December 31, 1998, was $11,500,000.

The line of credit agreement contains certain restrictive financial
covenants and ratios including minimum net worth, dividend restrictions,
allowance for loan losses, capital ratios and nonperforming asset ratios. As of
December 31, 1998 and 1997, the Company was in compliance with all such ratios
and covenants.

9. EMPLOYEE BENEFIT PLANS:

The Company has a profit sharing plan (the "Plan") covering substantially
all full-time employees. Under the provisions of the Plan, the Company
contributes a 6% match annually of total compensation paid to participants
during the year. Approximately $216,000, $224,000 and $185,000 was contributed
during 1998, 1997 and 1996, respectively, and such amounts are included in
salaries and employee benefits in the accompanying consolidated statements of
income. In addition, the Company maintains a 401(k) plan for employees whereby
participants may make voluntary contributions, within certain limitations.

F-15
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

10. INCOME TAXES:

Income taxes as of December 31 have been allocated as follows (in rounded
thousands):

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- --------
<S> <C> <C> <C>
Income from operations................... $2,701,000 $2,450,000 $ 35,000
Stockholders' equity..................... 37,000 (3,000) 110,000
---------- ---------- --------
$2,738,000 $2,447,000 $145,000
========== ========== ========
</TABLE>

The income tax expense from operations for December 31 includes the
following components (in rounded thousands):

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- --------
<S> <C> <C> <C>
Current expense........................... $2,585,000 $1,939,000 $290,000
Deferred expense (benefit)................ 116,000 511,000 (255,000)
---------- ---------- --------
$2,701,000 $2,450,000 $ 35,000
========== ========== ========
</TABLE>

At December 31 the deferred income tax liability consisted of the following
(in rounded thousands):

<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Deferred income tax assets:
Allowance for loan losses........................ $ 649,000 $ 861,000
Federal and state net operating loss
carryforwards................................... 198,000 321,000
Investment tax credit carryforward............... -- 121,000
Other, net....................................... 159,000 157,000
---------- ----------
Total gross deferred income tax assets......... 1,006,000 1,460,000
---------- ----------
Deferred income tax liabilities:
Book basis of premises and equipment in excess of
tax basis....................................... 2,990,000 2,854,000
Accrual to cash basis conversion................. 60,000 120,000
Available-for-sale securities.................... 144,000 107,000
Other, net....................................... 184,000 61,000
---------- ----------
Total gross deferred tax liabilities........... 3,378,000 3,142,000
---------- ----------
Net deferred income tax liability.................. 2,372,000 1,682,000
Valuation allowance................................ 95,000 357,000
---------- ----------
Deferred income tax liability, net............. $2,467,000 $2,039,000
========== ==========
</TABLE>

A reconciliation of the provision for income taxes based on statutory rates
with effective rates follows (in rounded thousands):

<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- -------
<S> <C> <C> <C>
Income tax at statutory rate (34%)......... $2,530,000 $2,175,000 $19,000
State income tax, net of federal benefit... 272,000 236,000 --
Tax-exempt interest........................ (148,000) (75,000) (18,000)
Interest expense related to funding tax-
exempt assets............................. 31,000 20,000 3,000
Nondeductible amortization of goodwill..... 185,000 121,000 39,000
Change in valuation allowance.............. (162,000) (129,000) --
Other...................................... (7,000) 102,000 (8,000)
---------- ---------- -------
Total provision for income taxes......... $2,701,000 $2,450,000 $35,000
========== ========== =======
</TABLE>

F-16
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

As of December 31, 1998, the Company had approximately $355,000 of federal
net operating loss carryforwards and approximately $1,830,000 of state net
operating loss carryforwards which can be used to offset future taxable income.
The net operating loss carryforwards expire between the years 1999 and 2012.

The valuation allowance at December 31, 1998, is attributable to the net
operating loss carryforwards which are subject to annual limitations.

The Company's federal income tax returns have been examined by and settled
with the Internal Revenue Service through 1996.

11. COMMITMENTS AND CONTINGENCIES:

In the ordinary course of business, the Company has various outstanding
commitments and contingent liabilities that are not reflected in the
accompanying consolidated financial statements. There were letters of credit
and unfunded loan commitments outstanding at December 31, 1998, of
approximately $55,907,000. Management does not anticipate any material losses
as a result of these commitments.

In addition, the Company is a defendant in certain claims and legal actions
arising in the ordinary course of business. In the opinion of management, after
consultation with legal counsel, the ultimate disposition of these matters is
not expected to have a material adverse effect on the consolidated financial
condition or future results of operations of the Company.

12. PREFERRED STOCK:

The preferred stock of 508,767 shares is nonvoting and has a par value and
liquidation preference of $.01 per share. Such shares are subject to a
restricted stock agreement, and are convertible into Class A common stock on a
share-for-share basis upon the attainment of certain performance criteria.

At the date of issuance of the preferred stock, the Company estimated the
value of the shares of preferred stock expected to be issued under the terms of
the restricted stock agreement over the amount received to be approximately
$60,000. This amount is being recognized as a component of salaries and
employee benefits over the expected vesting period. Approximately $19,000 and
$24,000 was amortized during 1998 and 1997, respectively, and is included in
salaries and benefits in the accompanying consolidated statements of income
with a corresponding amount recorded in capital surplus in the accompanying
consolidated statements of stockholders' equity. No amount was amortized during
1996 as the amount was not significant.

13. COMMON STOCK:

The Company has issued two classes of common stock to stockholders; Class A
and Class B common stock. With the exception of the Class B common stock having
no voting rights, each class of common stock is identical. The Company is
restricted from issuing Class A common stock, with certain exceptions, without
the vote of a majority of the holders of the issued and outstanding Class A
common stock. During 1998, Class A and Class B common stock were issued under
the required terms.

14. REGULATORY MATTERS:

The Company 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 Company's consolidated financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, the Company must meet specific capital guidelines that involve
quantitative measures of the Company's assets, liabilities and certain off-
consolidated statements of financial condition items as calculated under
regulatory accounting practices. The Company's capital amounts and
classification are also subject to qualitative judgments by the regulators
regarding components, risk weightings and other factors.

F-17
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Quantitative measures established by regulation to ensure capital adequacy
require the Company to maintain minimum amounts and ratios (set forth in the
following table) 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 Company meets all capital adequacy requirements to which it is subject.

As of December 31, 1998, the most recent notification from the regulatory
agencies categorized the Banks as well capitalized under the regulatory
framework for prompt correction action. To be categorized as well capitalized
the Banks 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 Banks'
category.

<TABLE>
<CAPTION>
To Be Well
Capitalized
Under Prompt
Corrective
For Capital Action
Actual Adequacy Purposes: Provisions:
------------------ -------------------------------------
Amount Ratio Amount Ratio Amount Ratio
----------- ------ ------------- ----------------- -----
(Dollars in rounded thousands)
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1998:
Total Capital
(to Risk Weighted
Assets):
CountryBanc Holding
Company............ $32,114,000 10.70% $ 24,019,000 8% $ N/A N/A
First State Holding
Company............ 2,572,000 20.94% 983,000 8% N/A N/A
People First Bank... 37,281,000 12.96% 23,012,000 8% 28,765,000 10%
People First Bank,
Elkhart............ 3,262,000 26.56% 983,000 8% 1,228,000 10%
Tier I Capital
(to Risk Weighted
Assets):
CountryBanc Holding
Company............ 28,344,000 9.44% 12,010,000 4% N/A N/A
First State Holding
Company............ 2,418,000 19.69% 491,000 4% N/A N/A
People First Bank... 33,669,000 11.70% 11,506,000 4% 17,259,000 6%
People First Bank,
Elkhart............ 3,108,000 25.31% 491,000 4% 737,000 6%
Tier I Capital (to
Average Assets):
CountryBanc Holding
Company............ 28,344,000 6.54% 17,347,000 4% N/A N/A
First State Holding
Company............ 2,418,000 6.79% 1,424,000 4% N/A N/A
People First Bank... 33,669,000 8.47% 15,908,000 4% 19,885,000 5%
People First Bank,
Elkhart............ 3,108,000 8.73% 1,424,000 4% 1,780,000 5%
</TABLE>

F-18
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes: Action Provisions:
----------------- --------------------------------------------
Amount Ratio Amount Ratio Amount Ratio
----------- ----- ------------- --------------------- --------
(Dollars in rounded thousands)
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1997:
Total Capital
(to Risk Weighted
Assets):
CountryBanc Holding
Company............ $28,402,000 10.56% $ 21,408,000 8% $ N/A N/A
P.N.B. Financial
Corporation........ 30,570,000 12.78% 19,141,000 8% N/A N/A
City National
Bancshares......... 4,001,000 13.44% 2,381,000 8% N/A N/A
People First Bank... 27,880,000 11.66% 19,126,000 8% 23,907,000 10%
City Bank of
Weatherford........ 4,592,000 15.43% 2,381,000 8% 2,976,000 10%
Tier I Capital
(to Risk Weighted
Assets):
CountryBanc Holding
Company............ 25,040,000 9.31% 10,704,000 4% N/A N/A
P.N.B. Financial
Corporation........ 27,560,000 11.52% 9,570,000 4% N/A N/A
City National
Bancshares......... 3,824,000 12.85% 1,190,000 4% N/A N/A
People First Bank... 24,873,000 10.40% 9,563,000 4% 14,344,000 6%
City Bank of
Weatherford........ 4,415,000 14.84% 1,190,000 4% 1,786,000 6%
Tier I Capital
(to Average Assets):
CountryBanc Holding
Company............ 25,040,000 6.69% 14,893,000 4% N/A N/A
P.N.B. Financial
Corporation........ 27,560,000 8.80% 2,532,000 4% N/A N/A
City National
Bancshares......... 3,824,000 6.51% 2,350,000 4% N/A N/A
People First Bank... 24,873,000 7.94% 12,525,000 4% 15,656,000 5%
City Bank of
Weatherford........ 4,415,000 7.52% 2,350,000 4% 2,937,000 5%
</TABLE>

Management intends to continue compliance with all regulatory capital
requirements.

15. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures
about Fair Value of Financial Instruments", requires that the Company disclose
estimated fair values for its financial instruments.

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

Cash and Cash Equivalents

The carrying amounts for cash and cash equivalents, including federal funds
sold, are considered reasonable estimates of fair value.

Interest-Bearing Deposits with Other Banks

The carrying amount for interest-bearing deposits with other banks is
considered a reasonable estimate of fair value.

Debt and Equity Securities

The fair values of debt and equity securities are based on quoted market
prices or dealer quotations, if available. The estimated fair value of certain
state and municipal obligations is not readily available through market
sources. Fair value estimates for these instruments are based on dealer quoted
market prices.

F-19
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Loans Receivable

Fair values are estimated for portfolios of loans receivable with similar
characteristics. Loans are segregated by type, and then further segregated into
fixed and adjustable rate components, and by performing and nonperforming
categories.

The fair value of loans is estimated by discounting scheduled cash flows
through the estimated maturity using the current rates at which similar loans
could be made to borrowers with similar credit ratings and for similar
maturities.

Accrued Interest Receivable and Accrued Interest Payable

The carrying amounts for accrued interest receivable and accrued interest
payable are considered reasonable estimates of fair value.

Deposits

The fair value of demand deposits, savings and interest-bearing demand
deposits is the amount payable on demand at each reporting date. The fair value
of time deposits is based on the discounted value of contractual cash flows.
The discount rate is estimated using the rates offered for deposits of similar
remaining maturities as of each valuation date.

Federal Funds Purchased

The carrying amount for federal funds purchased approximates fair value due
to the short maturity of these instruments.

Notes Payable

Interest rates currently available to the Company for debt instruments of
similar terms and remaining maturities are used to estimate the fair value of
notes payable at each reporting date.

Commitments to Extend Credit and Standby Letters of Credit

The fair value of commitments is estimated using the fees currently charged
to enter into similar agreements, taking into account the remaining terms of
the agreement and the present creditworthiness of the counterparties. The fair
value of letters of credit is based on fees currently charged to enter into
similar agreements. The fees associated with the commitments and letters of
credit currently outstanding reflect a reasonable estimate of fair value.

The estimated fair values of the Company's financial instruments at December
31 were as follows (in rounded thousands):

<TABLE>
<CAPTION>
1998 1997
------------------------- -------------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Financial assets:
Cash and cash
equivalents............. $ 22,098,000 $ 22,098,000 $ 22,552,000 $ 22,552,000
Interest-bearing deposits
with other banks........ 7,413,000 7,413,000 -- --
Debt and equity
securities.............. 105,120,000 105,126,000 94,582,000 94,582,000
Loans receivable, net.... 279,846,000 279,599,000 245,653,000 245,332,000
Accrued interest
receivable.............. 5,934,000 5,934,000 5,247,000 5,247,000
------------ ------------ ------------ ------------
Total financial assets. $420,411,000 $420,170,000 $368,034,000 $367,713,000
============ ============ ============ ============
Financial liabilities:
Total deposits........... $382,735,000 $383,444,000 $330,401,000 $330,772,000
Federal funds purchased.. -- -- 13,000,000 13,000,000
Notes payable............ 18,900,000 18,900,000 7,225,000 7,225,000
Accrued interest payable. 1,550,000 1,550,000 1,086,000 1,086,000
------------ ------------ ------------ ------------
Total financial
liabilities........... $403,185,000 $403,894,000 $351,712,000 $352,083,000
============ ============ ============ ============
</TABLE>

F-20
<PAGE>

COUNTRYBANC HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Limitations

No ready market exists for a significant portion of the Company's financial
instruments. It is necessary to estimate the fair value of these financial
instruments based on a number of subjective factors, including expected future
loss experience, risk characteristics and economic performance. Because of the
significant amount of judgment involved in the estimation of the accompanying
fair value information, the amounts disclosed cannot be determined with
precision.

The fair value of a given financial instrument may change substantially over
time as a result of, among other things, changes in scheduled or forecasted
cash flows, movement of current interest rates, and changes in management's
estimates of the related credit risk or operational costs. Consequently,
significant revisions to fair value estimates may occur during future periods.
Management believes it has taken reasonable efforts to ensure that fair value
estimates presented are accurate. However, adjustments to fair value estimates
may occur in the future and actual amounts realized from financial instruments
may differ significantly from the amounts presented herein.

The fair values presented apply only to financial instruments and, as such,
do not include such items as fixed assets, other real estate and assets owned,
other assets and liabilities, as well as other intangibles which have resulted
from business transactions. As a result, the aggregation of the fair value
estimates presented herein do not represent, and should not be construed to
represent, the underlying value of the Company.

16. ACCOUNTING PRONOUNCEMENTS:

The Financial Accounting Standards Board ("FASB") has issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement,
as amended by SFAS No. 137, is required to be adopted by the Company in 2001.
Management does not anticipate that adoption of this statement will have a
significant impact on the consolidated financial position or the future results
of operations of the Company.

F-21
<PAGE>

Appendix A

Agreement and Plan of Reorganization

By and Among

GOLD BANC CORPORATION, INC.

GOLD BANC ACQUISITION CORPORATION XII, INC.

and

COUNTRYBANC HOLDING COMPANY

October 22, 1999

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
ARTICLE I
DEFINITIONS........................................................... A-1
Section 1.1 Defined Terms........................................... A-1
Section 1.2 Construction............................................ A-6

ARTICLE II
THE COMPANY MERGER.................................................... A-7
Section 2.1 The Merger.............................................. A-7
Section 2.2 Effective Time of the Company Merger.................... A-7
Articles of Incorporation, Bylaws, Directors and
Section 2.3 Officers................................................ A-7
Section 2.4 Effect of Company Merger................................ A-7
Section 2.5 Further Assurances...................................... A-7
Section 2.6 Conversion of Acquisition Subsidiary Common Stock....... A-7
Section 2.7 Effect of Merger on Company Common Stock................ A-8
Section 2.8 Dissenting Shares....................................... A-8
Section 2.9 Exchange of Certificates................................ A-8
Section 2.10 Closing of the Company Transfer Books................... A-9
Section 2.11 Dividends............................................... A-9
Section 2.12 Stockholders' Approval.................................. A-9
Section 2.13 Adjustments............................................. A-10
Section 2.14 Voting Agreement........................................ A-10

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................... A-10
Section 3.1 Organization and Good Standing.......................... A-10
Section 3.2 Capital Structure....................................... A-11
Section 3.3 Authority............................................... A-12
Section 3.4 Stockholder Approval.................................... A-12
Section 3.5 No Violations........................................... A-13
Section 3.6 Financial Statements.................................... A-13
Section 3.7 Information Supplied.................................... A-14
Section 3.8 Internal Controls and Records........................... A-14
Section 3.9 Taxes................................................... A-14
Section 3.10 Title to Assets......................................... A-14
Section 3.11 Leases.................................................. A-15
Section 3.12 Intangible Properties................................... A-15
Section 3.13 Regulatory Filings...................................... A-15
Section 3.14 Insurance............................................... A-16
Section 3.15 Compliance with ERISA................................... A-16
Section 3.16 Environmental Laws...................................... A-16
Section 3.17 Labor Matters........................................... A-17
Section 3.18 Year 2000 Compliance.................................... A-17
Section 3.19 Legal Proceedings....................................... A-17
Section 3.20 Contracts............................................... A-18
Section 3.21 Required Consents....................................... A-18
Section 3.22 Broker's Fees........................................... A-18
Section 3.23 No Material Adverse Change.............................. A-18
Section 3.24 Loans................................................... A-18
Section 3.25 Opinion of Financial Adviser............................ A-19
Section 3.26 Accounting Matters...................................... A-19
</TABLE>

A-i
<PAGE>

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
Section 3.27 Beneficial Ownership of Gold Banc Common Stock.......... A-19
Section 3.28 Deductibility of Severance Payments..................... A-19
Section 3.29 Stay Bonuses and Employment Agreements.................. A-19
Section 3.30 Accruals................................................ A-19
Section 3.31 Undisclosed Liabilities; Adverse Agreements............. A-19
Section 3.32 Absence of Certain Events............................... A-19
Section 3.33 Disclosure.............................................. A-20

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF GOLD BANC........................... A-20
Section 4.1 Corporate............................................... A-20
Section 4.2 Capital Structure....................................... A-21
Section 4.3 Authority............................................... A-21
Section 4.4 Stockholder Approval.................................... A-22
Section 4.5 Status of Gold Banc Common Stock to be Issued........... A-22
Section 4.6 No Violation............................................ A-22
Section 4.7 SEC Documents........................................... A-23
Section 4.8 Information Supplied.................................... A-23
Section 4.9 Internal Controls and Records........................... A-23
Section 4.10 Taxes................................................... A-23
Section 4.11 Regulatory Filings...................................... A-24
Section 4.12 Compliance with ERISA................................... A-24
Section 4.13 Environmental Laws...................................... A-24
Section 4.14 Year 2000 Compliance.................................... A-25
Section 4.15 Legal Proceedings....................................... A-25
Section 4.16 Required Consents....................................... A-25
Section 4.17 Conduct................................................. A-25
Section 4.18 Undisclosed Liabilities; Adverse Agreements............. A-25
Section 4.19 Material Contracts...................................... A-25
Section 4.20 Broker's Fees........................................... A-25
Section 4.21 No Material Adverse Change.............................. A-25
Section 4.22 Disclosure.............................................. A-26

ARTICLE V
COVENANTS OF THE COMPANY.............................................. A-26
Section 5.1 Affirmative Covenants of the Company.................... A-26
Section 5.2 Negative Covenants of the Company....................... A-26
Section 5.3 Inspection.............................................. A-28
Section 5.4 Financial Statements and Call Reports................... A-28
Section 5.5 Right to Attend Meetings................................ A-28
Section 5.6 Data Processing......................................... A-28
Section 5.7 No Solicitation......................................... A-28
Section 5.8 Regulatory Approvals.................................... A-29
Section 5.9 Information............................................. A-29
Section 5.10 Tax-Free Reorganization Treatment....................... A-29
Section 5.11 Pooling-of-Interests Accounting Treatment............... A-29
Section 5.12 Cooperation by the Company.............................. A-29
Section 5.13 Year 2000 Compliance.................................... A-30
Section 5.14 Proxy Statement and Registration Statement.............. A-30
Section 5.15 Confidentiality......................................... A-30
Section 5.16 Employee Benefit Plans.................................. A-30
</TABLE>

A-ii
<PAGE>

<TABLE>
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<C> <S> <C>
Section 5.17 Deductibility of Severance Payments..................... A-31
Section 5.18 Achievement of Financial Measures....................... A-31
Section 5.19 Company's Accounting of Merger Expenses................. A-31
Section 5.20 Company's Acquisition of American Heritage.............. A-31
Section 5.21 Supplemental Information................................ A-31

ARTICLE VI
COVENANTS OF GOLD BANC AND ACQUISITION SUBSIDIARY..................... A-31
Section 6.1 Regulatory Approvals.................................... A-31
Section 6.2 Information............................................. A-32
Section 6.3 Tax-Free Reorganization Treatment....................... A-32
Section 6.4 Employee Benefit Plans; Prior Service Credit............ A-32
Section 6.5 Confidentiality......................................... A-32
Section 6.6 Pooling-of-Interests Accounting Treatment............... A-32
Section 6.7 Cooperation by Gold Banc and Acquisition Subsidiary..... A-32
Section 6.8 Year 2000 Compliance.................................... A-32
Section 6.9 Ordinary Course......................................... A-32
Section 6.10 Inspection.............................................. A-33
Section 6.11 Indemnification of Directors and Insurance.............. A-33
Section 6.12 Supplemental Information................................ A-33
Section 6.13 Tax Returns............................................. A-33

ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS................................... A-34
Section 7.1 Representations, Warranties and Covenants............... A-34
Section 7.2 Regulatory Authority Approval........................... A-34
Section 7.3 Litigation.............................................. A-34
Section 7.4 Approval by Stockholders................................ A-34
Section 7.5 Adverse Changes......................................... A-34
Section 7.6 Federal Tax Opinion..................................... A-34
Section 7.7 Opinion of Counsel...................................... A-34
Section 7.8 Registration Statement.................................. A-34
Section 7.9 Market Price of Gold Banc Common Stock.................. A-35
Section 7.10 Nasdaq Listing.......................................... A-35
Section 7.11 Fairness Opinion........................................ A-35
Section 7.12 Qualification for Pooling-of-Interests Treatment........ A-35

ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS................................... A-35
Section 8.1 Representations, Warranties and Covenants............... A-35
Section 8.2 Adverse Changes......................................... A-35
Section 8.3 Regulatory Authority Approval........................... A-35
Section 8.4 Litigation.............................................. A-36
Section 8.5 Financial Measures...................................... A-36
Section 8.6 Approval by Stockholders................................ A-36
Section 8.7 Tax Representations..................................... A-36
Section 8.8 Affiliate Agreements.................................... A-36
Section 8.9 Federal Tax Opinion..................................... A-36
Section 8.10 Opinion of Counsel...................................... A-36
Section 8.11 Qualification for Pooling-of-Interests Treatment........ A-36
Section 8.12 Deductibility of Severance Payments..................... A-37
Section 8.13 Other Acquisitions...................................... A-37
</TABLE>

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<PAGE>

<TABLE>
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<C> <S> <C>
ARTICLE IX
NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES........................ A-37
Section 9.1 No Survival of Representations and Warranties........... A-37

ARTICLE X
SECURITIES LAWS MATTERS................................................. A-37
Section 10.1 Registration Statement and Proxy Statement.............. A-37
Section 10.2 State Securities Laws................................... A-38
Section 10.3 Publication of Combined Financial Results............... A-38
Section 10.4 Affiliates.............................................. A-38
Section 10.5 Indemnification by Gold Banc............................ A-38
Section 10.6 Indemnification by the Company.......................... A-39

ARTICLE XI
TERMINATION............................................................. A-39
Section 11.1 Basis for Termination................................... A-39
Section 11.2 Effect of Termination................................... A-40
Section 11.3 Termination Fee......................................... A-40
Section 11.4 Notice of Termination................................... A-40
Section 11.5 Specific Performance.................................... A-40

ARTICLE XII
MISCELLANEOUS........................................................... A-41
Section 12.1 Amendment............................................... A-41
Section 12.2 Extension: Waiver....................................... A-41
Section 12.3 Expenses................................................ A-41
Section 12.4 Parties in Interest..................................... A-41
Section 12.5 Entire Agreement; Amendments; Waiver.................... A-41
Section 12.6 Notices................................................. A-41
Section 12.7 Law Governing........................................... A-42
Section 12.8 Counterparts............................................ A-42
EXHIBIT A Voting Agreement
EXHIBIT B Form of Affiliate Letter
</TABLE>

A-iv
<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of
October 22, 1999, is made by and among GOLD BANC CORPORATION, INC., a Kansas
corporation ("Gold Banc"), GOLD BANC ACQUISITION CORPORATION XII, INC., a
Kansas corporation ("Acquisition Subsidiary"), and COUNTRYBANC HOLDING COMPANY,
an Oklahoma corporation ("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 each Significant Stockholder (as defined herein) agree to enter
into a Voting Agreement substantially in the form attached hereto as Exhibit A
on or before 11:59 a.m., Monday, November 1, 1999.

C. As a condition precedent to Gold Banc's obligation to consummate the
Merger, at least thirty (30) days prior to the Closing Date (as defined
herein), the Company shall have completed its acquisition of American Heritage.

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

AGREEMENT

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

ARTICLE I

DEFINITIONS

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

"280G Opinion Letter" shall have the meaning set forth in Section 8.14
hereof.

"401(k) Plan" shall have the meaning set forth in Section 5.17 hereof.

"Acquisition Proposal" means any proposal for a tender or exchange offer, a
merger, consolidation or other business combination, recapitalization,
liquidation, dissolution or similar transaction involving the Company or any
Subsidiary, or any proposal or offer to acquire in any manner, directly or
indirectly, a material equity interest in, or a material amount of voting
securities of (with the acquisition of beneficial ownership of 15% or more of
the Company's or any Subsidiary's voting securities being deemed to be material
for this purpose), or, outside the ordinary course of business, any sale of a
significant amount of assets of, the Company or any Subsidiary, or similar
transactions involving the Company or any Subsidiary, other than the Merger.

"Acquisition Subsidiary" means Gold Banc Acquisition Corporation XII, Inc.,
a Kansas corporation, and its successors and assigns.

A-1
<PAGE>

"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.

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

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

"Agreement" means this Agreement and Plan of Reorganization, together with
the Schedules and Exhibits hereto.

"American Heritage" shall mean American Heritage Bancorp, Inc., an Oklahoma
corporation.

"American Heritage Acquisition Agreement" means that certain Agreement and
Plan of Reorganization, dated as of June 9, 1999, as amended, between the
Company and American Heritage.

"BHC Act" means the Banking Holding Company Act of 1956, as amended, and the
regulations promulgated thereunder.

"Business Day" means a day other than Saturday, Sunday or another day on
which commercial banks in Kansas are authorized or required by law to close.

"COL" means Central Oklahoma Leasing Authority, Inc., an Oklahoma
corporation.

"Closing" means the consummation of the transactions contemplated hereby.

"Closing Date" shall have the meaning set forth in Section 2.2 hereof.

"Closing Gold Banc Stock Price" shall mean the average of the closing sales
price of Gold Banc Common Stock as reported by Nasdaq on each of the five
consecutive trading days immediately preceding the Closing Date.

"Code" means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.

"Company" means CountryBanc Holding Company, an Oklahoma corporation, and
its successors and assigns.

"Company Class A Common Stock" shall mean the Class A common stock, par
value $.01 per share, of the Company.

"Company Class B Common Stock" shall mean the Class B common stock, par
value $.01 per share, of the Company.

"Company Common Stock" means collectively, the Class A Common Stock and the
Class B Common Stock.

"Company Confidential Information" shall have the meaning set forth in
Section 6.5 hereof.

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

"Company Financial Statements" shall have the meaning set forth in Section
3.6 hereof.

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

A-2
<PAGE>

"Company Plans" shall have the meaning set forth in Section 3.15 hereof.

"Company Preferred Stock" means the Preferred Stock, Special Series, par
value $.01 per share, of the Company.

"Company Stock Restriction Agreement" shall mean the Amended and Restated
Stock Restriction Agreement, dated October 17, 1996, between the Company, Don
C. McNeill, William Randon and others.

"Company Subscription Agreements" shall mean the forms of Subscription
Agreement (Institutional Investor) and Subscription Agreement (Individual
Investor), each dated as of October 17, 1996, entered into between the Company
and various parties.

"Company Supplemental Information" shall have the meaning set forth in
Section 5.21 hereof.

"Company's Accountants" means Arthur Andersen, L.L.P., and its successors.

"Company's Counsel" means McAfee & Taft, and its successors.

"Consent" means a consent, approval, authorization, waiver or notification
from any Person or Governmental Entity.

"Contract" means any contract, agreement, mortgage, deed of trust,
indenture, instrument, promissory note, lease, or other legally binding
commitment or arrangement.

"Damages" means all losses, claims, damages, costs, fines, penalties,
obligations, judgments, payments, liabilities, deficiencies and diminutions in
value (including those arising out of any Action), together with all
reasonable costs and expenses (including reasonable outside attorneys' fees
and reasonable out-of-pocket expenses) incurred in connection with any of the
foregoing.

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

"El Reno Bank" means American Heritage Bank, El Reno, Oklahoma, an Oklahoma
banking corporation.

"Elkhart Bank" means People First Bank, Elkhart, Kansas, a Kansas banking
corporation.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder as in effect at the
applicable time.

"Exchange Agents" shall have the meaning set forth in Section 2.9 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.

"First State" means the First State Holding Company of Elkhart, a Kansas
Corporation.

"GAAP" means United States generally accepted accounting principles,
applied on a basis consistent with prior periods, as in effect on the date of
this Agreement. All references herein to financial statements prepared in
accordance with GAAP shall mean in accordance with GAAP consistently applied
throughout the period to which reference is made.

"GBC Oklahoma, Inc." shall have the meaning set forth in Section 2.3(a)
hereof.

A-3
<PAGE>

"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 5.15 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 Supplemental Information" shall have the meaning set forth in
Section 6.12 hereof.

"Gold Banc's Accountants" means KPMG LLP, and its successors.

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

"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.

"Hennessey Bank" means People First Bank, Hennessey, Oklahoma, an Oklahoma
banking corporation.

"Hennessey License" shall mean that certain license granted with respect to
the mark "People First" granted to CountryBanc by the owner of such mark
pursuant to that certain agreement dated June 5, 1997.

"Hovde" means Hovde Financial, Inc., investment advisor to the Company.

"IRS" means the United States Internal Revenue Service.

"Indemnified Party" shall have the meaning set forth in Section 6.11(a)
hereof.

"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.

A-4
<PAGE>

"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 Oklahoma 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.

"OGCA" means the Oklahoma General Corporation Act, as amended from time to
time.

"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 5.11(b) hereof.

"Proxy Statement" shall have the meaning set forth in Section 10.1(a)
hereof.

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

"Registration Statement" shall have the meaning set forth in Section 10.1(a)
hereof.

"Rights" shall have the meaning ascribed to it in the Rights Agreement.

"Rights Agreement" shall mean that certain Rights Agreement, dated as of
October 13, 1999, between Gold Banc and American Stock Transfer & Trust
Company, a New York corporation.

"Rights Certificate" shall have the meaning ascribed to it in the Rights
Agreement.

"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 Shareholders" means, collectively, Don C. McNeill, Holmes
Foster, William Randon, Sam Hunsaker, John A. Loewen, Global Private Equity II
Limited Partnership, Advent Direct Investment Program Limited Partnership,
Advent Partners Limited Partnership, Olympus Growth Fund II, L.P. and Olympus
Executive Fund, L.P., and their heirs, successors and assigns.

A-5
<PAGE>

"Subscription Rights" shall mean the rights to subscribe to the capital
stock of the Company pursuant to (i) the Company Subscription Agreements and
(ii) rights granted to the shareholders of American Heritage by the Company in
connection with the Company's acquisition of American Heritage.

"Subsidiaries" means, collectively, Hennessey Bank, Elkhart Bank, COL and
First State and "Subsidiary" means any one of the Subsidiaries.

"Surviving Corporation" shall have the meaning set forth in Section 2.1
hereof.

"Total Equity Capital" means, with respect to any Person, the sum of
outstanding capital stock, paid in capital, retained earnings and current year
earnings, all determined in accordance with GAAP and Section 5.19 hereof, but
excluding FAS 115 adjustments.

"Union Bank" shall mean Union Bank and Trust Company, Oklahoma City,
Oklahoma.

"Union Bank Loan" shall mean that certain indebtedness owed by the Company
to Union Bank pursuant to that certain promissory note, dated as of March 19,
1998, together with the loan agreement, security agreements and related
instruments delivered in connection therewith, together with any successor
agreements evidencing such indebtedness.

"Vested Company Preferred Stock" shall mean those shares of Company
Preferred Stock which vest in accordance with Section 3 of the Company Stock
Restriction Agreement.

"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-6
<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 OGCA, 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. 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 Oklahoma Secretary of
State all in accordance with the KGCC and the OGCA. 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 Oklahoma Secretary of State in accordance with the
KGCC and the OGCA and at such time as shall be specified in such certificates
or articles of merger and, if no time is specified, at 11:59 p.m., Central Time
on the date of filing (the "Effective Time"). The Closing shall be on a day
(the "Closing Date") occurring not later than twenty (20) days following nor
earlier than five (5) days after the satisfaction or waiver, to the extent
permitted hereunder, of the last of the conditions to the consummation of the
Merger specified in Article VII and Article VIII of this Agreement (other than
the condition specified in Section 7.9 hereof, which will be determined
immediately prior to the Closing Date) at 1:00 p.m. at the office of Gold
Banc's Counsel, which day shall be mutually agreed upon by Gold Banc and the
Company, or on such other date and at such other place and time as the parties
hereto may mutually agree.

Section 2.3 Articles of Incorporation, Bylaws, Directors and Officers.

(a) The Articles of Incorporation and Bylaws of Acquisition Subsidiary
as in effect immediately prior to the Effective Time shall be and remain
the Articles of Incorporation and Bylaws of the Surviving 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 Oklahoma,
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 1088 of the OGCA 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-7
<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 (excluding Company
Dissenting Shares as defined in Section 2.8 hereof), of which 1,207,922
shares are issued and outstanding as of the date hereof and each share of
Vested Company Preferred Stock (excluding Company Dissenting Shares as
defined in Section 2.8 hereof) shall cease to be outstanding and shall be
converted into and exchanged for the number of shares of Gold Banc Common
Stock equal to 7,971,589 divided by the sum of (i) the number of shares of
Company Common Stock and (ii) the number of shares of Vested Company
Preferred Stock issued and outstanding as of the Effective Time (the
"Exchange Ratio").

Section 2.8 Dissenting Shares. Notwithstanding anything to the contrary
contained in this Agreement, to the extent appraisal rights are available to
the Company's stockholders pursuant to the OGCA, any shares of Company Common
Stock or Vested Company Preferred Stock held by a person who objects to the
Merger, whose shares of Company Common Stock or Vested Company Preferred Stock
were not entitled to vote or were not voted in favor of the Merger and who
complies with all of the provisions of the OGCA concerning the rights of such
person to dissent from the Merger and to require appraisal of such person's
shares of Company Common Stock or Vested Company Preferred Stock and who has
not withdrawn such objection or waived such rights prior to the Closing Date
("Company Dissenting Shares") shall not be converted pursuant to Section 2.7
but shall become the right to receive such consideration as may be determined
to be due to the holder of such Company Dissenting Shares pursuant to the OGCA,
including, if applicable, any costs determined to be payable by Acquisition
Subsidiary or the Company to the holders of the Company Dissenting Shares
pursuant to an order of the district court in accordance with the OGCA.
Notwithstanding the foregoing, as set forth hereinafter, Gold Banc does not
have to close on this transaction if appraisal rights are exercised on 7% or
more of the aggregate number of shares of Company Common Stock and Vested
Company Preferred Stock.

Section 2.9 Exchange of Certificates.

(a) Gold Banc, on behalf of Acquisition Subsidiary, shall make available
to Midwest Capital Management, Inc. and Gold Bank, National Association,
which are hereby designated as the exchange agents (the "Exchange Agents"),
on 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 Closing Date, Gold Banc, on behalf of the
Exchange Agents, shall mail to each holder of record of a certificate of
Company Common Stock that immediately prior to the Closing Date represented
outstanding shares of Company Common Stock and to each beneficial owner of
shares of Vested Company Preferred Stock as certified pursuant to the
Company Stock Restriction Agreement (i) a form letter of transmittal and
(ii) instructions for effecting the surrender of certificates of Company
Common Stock and Vested Company Preferred Stock for exchange into
certificates of Gold Banc Common Stock. The Gold Banc Common Stock into
which the Company Common Stock and Vested Company Preferred Stock is being
converted in accordance with Section 2.7 hereof shall be delivered to each
stockholder of the Company as set forth in a letter of transmittal.
Provided, in the event the Surviving Corporation shall not have received a
certification with respect to the number of shares of Vested Company
Preferred Stock pursuant to Section 5(a) of the Company Stock Restriction
Agreement and, if applicable, a certification pursuant to Section 5(b) of
the Stock Restriction Agreement, Gold Banc shall have no obligation to mail
the instruments described herein until such certification(s) are received
by the Surviving Corporation.

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(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 and/or Vested
Company Preferred 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 and/or Vested Company Preferred
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 Closing
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 2.10 Closing of the Company Transfer Books. At the Effective Time,
the stock transfer books of the Company, in so far as they relate to the
Company Common Stock, shall be closed and no transfer of Company Common Stock
shall thereafter be made. With respect to the Special Preferred Stock, the
Surviving Corporation shall cause the stock transfer books to remain open after
the Effective Time to the extent necessary to cause the Vested Company
Preferred Stock to be issued in amounts and to such parties as required by the
Company Stock Restriction Agreement, which shares of Vested Company Preferred
Stock shall be deemed to have been issued, solely for the purpose of signing
and delivering stock certificates issued in the name of the Company,
immediately prior to the Effective Time.

Section 2.11 Dividends. No dividends or other distributions that are
declared after the Effective Time with respect to Gold Banc Common Stock
payable to holders of record thereof after the Effective Time shall be paid to
the Company stockholders entitled to receive certificates representing Gold
Banc Common Stock until such stockholders surrender to the Exchange Agents
their certificates representing Company Common Stock. Upon such surrender,
there shall be paid to the stockholder in whose name the certificates
representing such Gold Banc Common Stock shall be issued any dividends which
shall have become payable with respect to such Gold Banc Common Stock between
the Effective Time and the time of such surrender, without interest. After such
surrender there shall also be paid to the stockholder in whose name the
certificates representing such Gold Banc Common Stock shall be issued any
dividend on such Gold Banc Common Stock that shall have (a) a record date
subsequent to the Effective Time and prior to such surrender and (b) a payment
date after such surrender, and such payment shall be made on such payment date.
In no event shall the stockholders entitled to receive such dividends be
entitled to receive interest on such dividends.

Section 2.12 Stockholders' Approval.

(a) The Company agrees to submit this Agreement and the transactions
contemplated hereby to its stockholders for approval to the extent required
and as provided by Law and the Certificate of Incorporation and Bylaws of
the Company and in accordance with Section 10.1 hereof. The Company shall
use its reasonable best efforts to take all steps as shall be required for
the stockholders' meeting to obtain such approval to be held as soon as
reasonably practicable after the effective date of the Registration
Statement. Subject to the exercise of the fiduciary duties of the Company's
Board of Directors, 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. 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 Board of Directors and sole
stockholder for approval to the extent required and as provided by Law, the
Articles of Incorporation and Bylaws of Acquisition Subsidiary.

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Section 2.13 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. In addition, in the event a Distribution Date (as
defined in the Rights Agreement) shall occur prior to the Effective Time,
promptly following the Effective Time Gold Banc shall issue Rights Certificates
evidencing the appropriate number of Rights (determined as if the Distribution
Date had occurred immediately prior to the Effective Time) to the shareholders
of the Company receiving Gold Banc Common Stock pursuant to Section 2.7 hereof.

Section 2.14 Voting Agreement. As a condition to Gold Banc entering into
this Agreement, Gold Banc has required that each Significant Stockholder agree
to enter into a Voting Agreement substantially in the form attached hereto as
Exhibit A on or before 11:59 a.m., Monday, November 1, 1999.

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 (i) is true and correct on
the date hereof, (ii) will be true and correct as of the Effective Time and
(iii) shall be unaffected by any investigation heretofore or hereafter made by
Gold Banc or Acquisition Subsidiary or their respective representatives.

Section 3.1 Organization and Good Standing.

(a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Oklahoma, with all requisite
corporate power and authority to own, lease and operate its properties and
conduct its business as it is now being conducted. The Company is duly
registered as a bank holding company under the BHC Act. The Company has
heretofore made available to Gold Banc and Acquisition Subsidiary complete
and correct copies of its Certificate of Incorporation and Bylaws. The
Company is duly qualified and in good standing in all states where the
conduct of its business so requires except where failure to so qualify is
not reasonably likely to have a Material Adverse Effect on the Company and
its Subsidiaries.

(b) Hennessey Bank 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 Oklahoma, with all requisite corporate power and
authority to own, lease and operate its properties and conduct its business
as it is now being conducted. Hennessey Bank has heretofore made available
to Gold Banc and Acquisition Subsidiary complete and correct copies of its
Certificate of Incorporation and Bylaws. Hennessey 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 Hennessey Bank.

(c) Elkhart Bank is a subsidiary of the Company (17% of Elkhart Bank is
owned directly by the Company and 83% of Elkhart Bank is owned by First
State) and 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. Elkhart Bank has
heretofore made available to Gold Banc and Acquisition Subsidiary complete
and correct copies of its Articles of Incorporation and Bylaws. Elkhart
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
Elkhart Bank.

(d) First State 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, with all requisite corporate power and
authority to own, lease and operate its properties and conduct its business
as it is now being

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conducted. First State has heretofore made available to Gold Banc and
Acquisition Subsidiary complete and correct copies of its Articles of
Incorporation and Bylaws. First State 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 First State.

(e) COL 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 Oklahoma, with all requisite corporate power and authority to own,
lease and operate its properties and conduct its business as it is now
being conducted. COL has heretofore made available to Gold Banc and
Acquisition Subsidiary complete and correct copies of its Certificate of
Incorporation and Bylaws. COL 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 COL.

(f) Other than Hennessey Bank, Elkhart Bank, COL and First State, the
Company has no other direct or indirect subsidiaries.

Section 3.2 Capital Structure.

(a) The Company. As of the date hereof, the authorized capital stock of
the Company consists only of 8,500,000 shares of Company Common Stock, of
which 1,006,002 shares of Company Class A Common Stock and 201,920 shares
of Company Class B Common Stock are issued and outstanding; and 1,500,000
shares of preferred stock, par value $.01, 508,767 of which are designated
as "Preferred Stock, Special Series" and constituted the Company Preferred
Stock and all of which are issued and outstanding and subject to the Stock
Restriction Agreement. All outstanding shares of Company Common Stock and
Company Preferred Stock are validly issued, fully paid and nonassessable
and are not subject to preemptive rights (other than the Subscription
Rights). There are no outstanding or authorized options, warrants,
agreements, subscriptions, calls, demands or rights of any character
relating to the capital stock of the Company, whether or not issued,
including without limitation securities convertible into or evidencing the
right to purchase any Company Common Stock, Company Preferred Stock or any
other securities of the Company, except for the Subscription Rights. Except
as described in Schedule 3.2(a), 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) Hennessey Bank. The authorized capital stock of Hennessey Bank
consists only of 65,000 shares of common stock, par value $10.00 per share,
all of which shares are issued and outstanding. All of the issued and
outstanding shares of common stock of Hennessey Bank are owned beneficially
and of record by the Company, free and clear of all Liens (except for a
Lien granted in connection with a bank stock loan from Union Bank). All
outstanding shares of common stock of Hennessey Bank are validly issued,
fully paid and, except as provided by Section 220 of the Oklahoma Banking
Code of 1997, as amended, nonassessable. There are no outstanding or
authorized options, warrants, agreements, subscriptions, calls, demands or
rights of any character relating to the capital stock of Hennessey Bank
(other than any statutory preemptive rights of shareholders), whether or
not issued, including without limitation securities convertible into or
evidencing the right to purchase any common stock or any other securities
of Hennessey Bank.

(c) Elkhart Bank. The authorized capital of Elkhart Bank consists only
of 3,000 shares of common stock, par value $100.00 per share, all of which
are issued and outstanding. All of the issued and outstanding shares of
common stock in Elkhart Bank are owned beneficially and of record by the
Company or First State, free and clear of all Liens (except for a Lien
granted in connection with a bank stock loan from Union Bank). All
outstanding shares of common stock of Elkhart Bank are validly issued,
fully paid and, except as provided by Section 9-906 of the Kansas banking
code, as amended, nonassessable. There are no outstanding or authorized
options, warrants, agreements, subscriptions, calls,

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demands or rights of any character relating to the capital of Elkhart Bank
(other than any statutory preemptive rights of shareholders), whether or
not issued, including without limitation securities convertible into or
evidencing the right to purchase any shares of common stock or any other
securities of Elkhart Bank.

(d) First State. The authorized capital of First State consists only of
30,000 shares of common stock, par value $1.00 per share, of which 1,220
shares are issued and outstanding; and 20,000 shares of preferred stock,
par value $1.00 per share, no shares of which are issued and outstanding.
All of the issued and outstanding shares of common stock in First State are
owned beneficially and of record by the Company, free and clear of all
Liens (except for a Lien granted in connection with a bank stock loan from
Union Bank). All outstanding shares of common stock of First State 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 First State (other than
any statutory preemptive rights of shareholders), whether or not issued,
including without limitation securities convertible into or evidencing the
right to purchase any shares of common stock or any other securities of
First State.

(e) COL. The authorized capital of COL consists only of 50,000 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
in COL are owned beneficially and of record by the Company, free and clear
of all Liens (except for a Lien granted in connection with a bank stock
loan from Union Bank). All outstanding shares of common stock of COL 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 COL (other than any
statutory preemptive rights of shareholders), whether or not issued,
including without limitation securities convertible into or evidencing the
right to purchase any shares of common stock or any other securities of
COL.

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 OGCA and the
Company's Certificate of Incorporation and Bylaws, to perform its obligations
hereunder and thereunder, and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of this Agreement and all other
agreements to be executed and delivered by the Company pursuant hereto and
thereto, the performance of its obligations hereunder and thereunder, and the
consummation of the transactions contemplated hereby and thereby, have been
duly authorized by all necessary corporate action on the part of the Company,
subject, with respect to consummation of the Merger, to such approval of this
Agreement and the Merger by the stockholders of the Company in accordance with
the OGCA. 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 OGCA, 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. Except
as

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provided in Schedule 3.4, (i) the affirmative vote of the holders of a majority
of the outstanding shares of Company Class A 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; and (ii) no approval of a number of outstanding shares of
capital stock of the Company greater than that required by the relevant
statutory provisions is required for approval of this Agreement and the
consummation of the Merger and the transactions contemplated hereby.

Section 3.5 No Violations.

(a) The execution and delivery of this Agreement and all other
agreements to be executed and delivered by the Company pursuant hereto, the
performance of the Company's obligations hereunder and thereunder, and the
consummation of the transactions contemplated hereby and thereby, will not
conflict with, violate or constitute a breach or default under (i) the
Certificate of Incorporation or Bylaws or other organizational documents of
the Company or any Subsidiary, (ii) except for the Union Bank Loan, 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 and its Subsidiaries.

(b) The Company and the Subsidiaries are not currently in violation,
breach or default of, and the consummation of the transactions contemplated
hereby will not, subject to obtaining all required regulatory approvals and
making all required state and federal securities law filings, cause any
violation, breach or default of, any Laws, Orders, Licenses or Contracts
applicable to the Company or any of the Subsidiaries except for any
violations, breaches or defaults that are not reasonably likely to have a
Material Adverse Effect on the Company and its Subsidiaries.

(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.

Section 3.6 Financial Statements. The Company has previously delivered to
Gold Banc and Acquisition Subsidiary audited consolidated statements of
financial condition, consolidated statements of income, consolidated statements
of stockholders equity and consolidated statements of cash flows, for the
Company as of December 31, 1998 and December 31, 1997, and all related
schedules and notes to the foregoing, an unaudited consolidated balance sheet,
dated June 30, 1999, for the period then ended (collectively, the "Company
Financial Statements"). The Company Financial Statements have been prepared in
accordance with GAAP (except as may be indicated in the notes thereto) and
practices which were applied on a consistent basis, and present fairly in all
material respects the financial position, results of operation and changes of
financial position of the Company and its Subsidiaries, as applicable, as of
their respective dates and for the periods indicated; provided, that the
unaudited financial statements described above are subject to normal year-end
adjustments, and do not contain any or all footnotes or all statements required
by GAAP. The Company has no material liabilities or obligations of a type which
would be included in a balance sheet prepared in accordance with GAAP whether
related to tax or non-tax matters, accrued or contingent, due or not yet due,
liquidated or unliquidated, or otherwise, except as and to the extent reflected
in the consolidated balance sheet of the Company as of June 30, 1999 (or
disclosed in the notes thereto), or incurred since June 30, 1999, in the
ordinary course of business. The Company has also provided to Gold Banc, in the
form set forth on Schedule 3.6 hereto, a proforma balance sheet dated as of
September 30, 1999 and income statement for the nine-month period ended
September 30, 1999, giving effect to its proposed acquisition of American
Heritage, as if such acquisition had occurred as of September 30, 1999, which
proforma balance sheet was compiled, in

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all material respects, in conformity with GAAP principles, reflecting the use
of the pooling-of-interests method of accounting, but do not contain any or all
footnotes required by GAAP.

Section 3.7 Information Supplied. When considered in the aggregate, none of
the information supplied or to be supplied by the Company for inclusion or
incorporation by reference in (i) the Registration Statement will, at the time
the Registration Statement becomes effective under the Securities Act or at the
Effective Time, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and (ii) the Proxy Statement will, at the
date mailed to stockholders of the Company and Gold Banc or at the times of the
meetings of such stockholders to be held in connection with the Merger, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading.

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

Section 3.9 Taxes. The Company and the Subsidiaries each have timely filed
all tax returns required to be filed by them 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. As of the date hereof, neither the IRS nor any other Governmental
Entity or taxing authority or agency is now asserting, either through audits,
administrative proceedings, court proceedings or otherwise, or threatening to
assert against the Company or any Subsidiary, any deficiency or claim for
additional taxes. Neither the Company nor any Subsidiary has granted any waiver
of any statute of limitations with respect to, or any extension of a period for
the assessments of, any tax. There are no tax liens on any assets (excluding
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.

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). Schedule 3.10(a)
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 Hennessey Bank or Elkhart Bank in the ordinary course of
business). Except as set forth on Schedule 3.10(b), 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.

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Section 3.11 Leases.

(a) Schedule 3.11(a) hereof contains a list of all real property leases
(the "Real Property Leases") to which the Company or any of the
Subsidiaries is a party, either as lessor or lessee (the facilities subject
to 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 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 Personal Property of which the Company or any of
the Subsidiaries is the 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 and the Hennessey License duly licensed to the Company or its
Subsidiaries in the ordinary course of business.

(b) 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 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.

(d) The Company and each of the Subsidiaries have the right to use all
data and information (including without limitation confidential
information, trade secrets and know-how) necessary to permit the conduct
from and after the Effective Time of the business of the Company and each
of the Subsidiaries, as such business is and has been normally conducted,
except for such matters which would not have a Material Adverse Effect on
the Company and its Subsidiaries.

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 relating to any examinations of the
Company or any of the Subsidiaries.

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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, 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 knowledge of the Company: (i) the
operations of the Company and each of the Subsidiaries comply in all material
respects with all applicable environmental Laws and neither the condition of
any property owned by the Company or any of the Subsidiaries nor the operation
of the business of any of such entities violates in any material respect any
applicable environmental Law; (ii) none of the operations of the Company or any
of the Subsidiaries is subject to any judicial or administrative proceeding
alleging the violation of any environmental health or safety Law nor is it the
subject of any claim alleging damages to health or property pursuant to which
the Company or any of the Subsidiaries may be liable; (iii) none of the
operations of the Company or any of the Subsidiaries nor any of the properties
owned by the Company or any of the Subsidiaries is the subject of any federal,
state or local investigation in evaluating whether any remedial action is
needed to respond to a release or threatened release of any hazardous waste or
substance from whatever source; (iv) no condition or event has occurred which,
with notice or the passage of time or both, would constitute a violation of any
environmental Law and neither the Company nor any of the Subsidiaries has had
any liability in connection with the storage or use of any pollutants,
contaminants or hazardous or toxic waste, substances or materials on or at any
location owned or leased by the Company or 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

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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.

Gold Banc may obtain at its option and expense on or prior to the Closing
Date an environmental audit of any or all properties and assets of the Company
and the Subsidiaries whether directly owned, leased or classified as OREO.
Such environmental audit shall constitute a part of the due diligence process,
should Gold Banc choose to pursue it, and if Gold Banc determines in its sole
discretion that such environmental audit reflects the potential of a material
environmental problem with respect to any of the properties or assets of the
Company or any of the Subsidiaries, then Gold Banc may terminate this
Agreement pursuant to Section 8.2 hereof. For the purposes hereof, a "material
environmental problem" shall not be deemed to exist except to the extent that
a Phase II Investigation Report covering such property of the Company or any
of its Subsidiaries reflects, with respect to any such property, that
remediation is necessary and the estimated net cost to Gold Banc or the
Company exceeds, in the aggregate, $100,000, as reasonably estimated by an
environmental expert jointly retained for such purpose by Gold Banc and
CountryBanc within ten (10) Business Days following the receipt of such Phase
II Report by CountryBanc.

Section 3.17 Labor Matters.

(a) The Company and the Subsidiaries are in compliance with all Laws
respecting employment and employment practices, terms and conditions of
employment and wages and hours, and are not engaged in any unfair labor
practice, except for such matters as would not have a Material Adverse
Effect on the Company and its Subsidiaries.

(b) There is no unfair labor practice complaint against the Company or
any of the Subsidiaries pending before the National Labor Relations Board.

(c) Neither the Company nor any of the Subsidiaries is party to any
collective bargaining agreements and there is no labor strike, dispute,
slowdown, representation campaign or work stoppage actually pending or, to
the knowledge of the Company, threatened against or affecting the Company
or any of the Subsidiaries.

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

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

Section 3.18 Year 2000 Compliance. Each of the Company and the Subsidiaries
has (i) initiated a review and assessment of all areas material to its
business and operations (including those affected by borrowers, suppliers and
vendors) that would reasonably be expected to be adversely affected by the
Year 2000 Problem, (ii) developed a plan and time line for addressing the Year
2000 Problem on a timely basis, and (iii) to date, reasonably believes that
all computer applications that are material to the Company's and the
Subsidiaries' respective business and operations will be Year 2000 Compliant.

Section 3.19 Legal Proceedings. Except as disclosed in Schedule 3.19
hereof, there are no Actions pending or, to the knowledge of the Company,
threatened against or affecting the properties, assets, rights or business of
the Company or any of the Subsidiaries, or the right to carry on or conduct
their business, other than collection and foreclosure Actions by Hennessey
Bank or Elkhart Bank (and, following its acquisition, the El Reno Bank) in the
ordinary course of business. There are no Actions pending or, to the knowledge
of the Company, threatened which could prevent or interfere with the
consummation of the transactions contemplated by this Agreement. The Company
agrees to advise Gold Banc and Acquisition Subsidiary if at any time between
the date hereof and the Effective Time, any legal proceeding as described in
this paragraph is initiated or, to the knowledge of the Company, threatened.

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Section 3.20 Contracts. Except as set forth on Schedule 3.20 hereof, neither
the Company nor any 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 any of the Subsidiaries, excluding items made in the
ordinary course of business (it being understood, with reference to
Hennessey Bank, Elkhart Bank and El Reno 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 secured repurchase
agreements, or agreements, contracts, and other instruments, and
commitments and understandings relating to borrowings or guarantees made by
Hennessey Bank, Elkhart Bank or El Reno Bank in the ordinary course of its
business); or

(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 $20,000 on an annual basis, other than loans and
investments made in the ordinary course of business.

Section 3.21 Required Consents. Except as set forth on 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.

Section 3.22 Broker's Fees. Other than the engagement of Keefe, Bruyette &
Woods, Inc. and Hovde described on Schedule 3.22 hereto, 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 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.

Section 3.24 Loans.

(a) As of the date hereof, neither Hennessey Bank, Elkhart Bank nor
First State 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, Hennessey Bank, Elkhart Bank or First State
or any Governmental Entity, except as reflected on the OREO list or
Schedule 3.24(a) previously provided to Gold Banc and Acquisition
Subsidiary prior to the date hereof;

(b) Except as set forth in Schedule 3.24(b) hereto, 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;

(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.

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Section 3.25 Opinion of Financial Adviser. The Company has received the
written opinion of Hovde, investment adviser to the Company, to the effect
that, as of the date hereof, the Exchange Ratio is fair, from a financial point
of view, to holders of Company Common Stock and Company Preferred Stock.

Section 3.26 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 3.27 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 3.28 Deductibility of Severance Payments. No severance or other
payments (if any) required to be made by the Company, any of the Subsidiaries,
Gold Banc, or any of Gold Banc's subsidiaries by reason of the Merger or upon a
change in control of the Company will constitute non-deductible "parachute
payments" under Section 280G of the Code.

Section 3.29 Stay Bonuses and Employment Agreements. The Company
acknowledges that it has entered into stay bonus arrangements with certain
nonexecutive employees of the Company and its Subsidiaries. The Company further
acknowledges that it has entered into Employment Agreements with Michael
Sterkel and Ralph Frederickson, and that each of such agreements has been
previously delivered to Gold Banc.

Section 3.30 Accruals.

(a) The Company and its Subsidiaries have properly accrued or currently
paid and expensed, consistent with past practices, for all mandatory and
discretionary matching contributions to the Company's 401(k) Plan through
the date hereof.

(b) The Company and its Subsidiaries have properly accrued consistent
with past practices for discretionary bonuses that may be payable to their
employees as contemplated by Section 5.2(c) through the date hereof.

Section 3.31 Undisclosed Liabilities; Adverse Agreements.

(a) Except as disclosed in the Schedules hereto, or as disclosed in the
Company Financial Statements, or incurred in the ordinary course of
business consistent with past practices since June 30, 1999, 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.

(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 and any of the Subsidiaries.

Section 3.32 Absence of Certain Events. Except as contemplated by this
Agreement and set forth in Schedule 3.32 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 or any of the Subsidiaries, (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

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agreements); (v) any creation or assumption by the Company or any of the
Subsidiaries of any Lien on any of their assets than any Lien that is not
reasonably likely to have a Material Adverse Effect on the Company or its
Subsidiaries; (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 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.

Section 3.33 Disclosure. Copies of all documents heretofore or hereafter
delivered or made available to Gold Banc or Acquisition Subsidiary pursuant
hereto are and will be complete and accurate in all material respects. No
representation or warranty of the Company in this Agreement or any other
document delivered pursuant hereto or any statement, document, certificate or
exhibit furnished or to be furnished by the Company pursuant to this Agreement
or in connection with the transactions contemplated hereby 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. There is no fact which the Company has not disclosed in writing to
Gold Banc or the Acquisition Subsidiary which is reasonably likely to have a
Material Adverse Effect on the Company, or any of the Subsidiaries.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF GOLD BANC

Gold Banc hereby makes the following representations and warranties to the
Company, each of which (i) is true and correct on the date hereof, (ii) will be
true and correct as of the Effective Time and (iii) 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. Schedule 4.1 includes a complete list
of direct and indirect subsidiaries of Gold Banc (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

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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 of 50,000,000 shares of Gold Banc Common Stock and
50,000,000 shares of Gold Banc Preferred Stock, of which 17,181,618 shares
of Gold Banc Common Stock and no shares of Gold Banc Preferred Stock are
issued and outstanding. All outstanding shares of Gold Banc Common Stock
are validly issued, fully paid and nonassessable and are not subject to
preemptive rights.

(b) Acquisition Subsidiary. The authorized capital stock of Acquisition
Subsidiary consists 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

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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).

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. 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 agreed to this
Agreement and 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 and Company
Preferred Stock and Company Stock Options 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 and Acquisition Subsidiary.

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(b) Gold Banc and Acquisition Subsidiary have not violated, breached or
defaulted, are not currently in violation, breach or default of, and the
consummation of the transactions contemplated hereby will not cause any
violation, breach or default of, any Laws, Orders, Licenses or Contracts
applicable to Gold Banc or Acquisition Subsidiary.

(c) All Licenses required or necessary for the Gold Banc or Acquisition
Subsidiary to carry on their respective businesses as they are currently
conducted have been obtained and are in full force and effect. Gold Banc
and Acquisition Subsidiary are in compliance with all terms of the
Licenses, except where the failure to so comply would 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.

Section 4.9 Internal Controls and Records. Gold Banc maintains 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 is maintaining

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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 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.

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.

Section 4.12 Compliance with ERISA. Each employee benefit plan (as defined
in Sections 3(3) or 3(37) of ERISA) of Gold Banc or any of its subsidiaries or
other similar plan of Gold Banc or any of its subsidiaries with respect to
which any governmental filings are required (collectively, the "Gold Banc
Plans") and each fiduciary (as defined in Section 3(21) of ERISA) of the Gold
Banc Plans are in compliance in all material respects with all applicable
requirements (including nondiscrimination requirements in effect as of the date
hereof) of the Code, including , but not limited to, Sections 79, 105, 106,
125, 401, 501, and 4975 of the Code. For purposes of this Section 4.12,
noncompliance with the Code or ERISA is material if such noncompliance could
have a material adverse effect on the condition of one or more of the Gold Banc
Plans or of Gold Banc and its subsidiaries, taken as a whole, either as of the
date hereof or upon discovery of the noncompliance. All required contributions
to the Gold Banc Plans through the date hereof have been made. Gold Banc and
its subsidiaries (each with respect to the Gold Banc Plans), as well as the
Gold Banc Plans, have no material current or, to the knowledge of Gold Banc,
threatened liability of any kind to any Person, including but not limited to
any Governmental Entity, as of the date hereof, other than for the payment of
benefits in the ordinary course.

Section 4.13 Environmental Laws. To the best knowledge Gold Banc: (i) the
operations of Gold Banc and each of its subsidiaries comply in all material
respects with all applicable federal, state and local environmental Laws and
neither the condition of any property owned by Gold Banc or any of its
subsidiaries nor the operation of the business of any of such entities violates
in any material respect any applicable environmental Law; (ii) none of the
operations of Gold Banc or any of its subsidiaries is subject to any judicial
or administrative proceeding alleging the violation of any environmental health
or safety Law nor is it the subject of any claim alleging damages to health or
property pursuant to which Gold Banc or any of its subsidiaries may be liable;
(iii) none of the operations of Gold Banc or any of its subsidiaries nor any of
the properties owned by Gold Banc or any of its subsidiaries is the subject of
any federal, state or local investigation in evaluating whether any remedial
action is needed to respond to a release or threatened release of any hazardous
waste or substance from whatever source; (iv) no condition or event has
occurred which, with notice or the passage of time or both, would constitute a
material violation of any environmental Law and neither Gold Banc or any of its
subsidiaries has any Liability in connection with the storage or use of any
pollutants, contaminants or hazardous or toxic waste, substances or materials
on or at any location owned or leased by Gold Banc or any of its subsidiaries;
(v) there are no underground storage tanks now or heretofore located on any
real property owned or leased by Gold Banc or any of its subsidiaries; (vi)
neither Gold Banc nor any of its subsidiaries has ever been notified by a
Governmental Entity, or any private party, that Gold Banc or any of its
subsidiaries is a potentially responsible party for remedial costs spent
addressing the release, or threat of a release, of a hazardous substance into
the environment pursuant to the Comprehensive Environmental Response,
Compensation nor Liability Act, 42 U.S.C. Sections 9601, et seq. or any
corresponding state law.

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Section 4.14 Year 2000 Compliance. Each of Gold Banc and its subsidiaries
has (i) initiated a review and assessment of all areas material to its business
and operations (including those affected by suppliers and vendors) that would
reasonably be expected to be adversely affected by the Year 2000 Problem, (ii)
developed a plan and time line for addressing the Year 2000 Problem on a timely
basis, and (iii) to date, reasonably believes that all computer applications
that are material to Gold Banc's and its subsidiaries' respective business and
operations will be Year 2000 Compliant.

Section 4.15 Legal Proceedings. Except as disclosed in Schedule 4.15 hereof,
there are no Actions pending or threatened against or affecting the properties,
assets, rights or business of Gold Banc or its subsidiaries, or the right to
carry on or conduct its business. There are no Actions pending or, to the
knowledge of Gold Banc, threatened which could prevent or interfere with the
consummation of the transactions contemplated by this Agreement.

Section 4.16 Required Consents. Except as set forth in Schedule 4.16 hereof,
no Consent of any Person or Governmental Entity is necessary for the
consummation by Gold Banc or Acquisition Subsidiary of this Agreement or any of
the transactions contemplated hereby 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 Conduct. From June 30, 1999 until the date hereof: (a) there
has been no material adverse change in the financial condition of, or in the
properties, assets, liabilities, rights or business, taken as a whole, of Gold
Banc or any of its subsidiaries or in the relationship of Gold Banc or any of
its subsidiaries with respect to their employees, creditors, suppliers,
distributors, customers or others with whom they have business relationships;
and (b) the business affairs of Gold Banc and its subsidiaries have been
conducted and carried on only in their ordinary and regular course of business,
and neither Gold Banc nor any of its subsidiaries has incurred or become
subject to any liabilities or obligations other than those incurred in their
ordinary course of business.

Section 4.18 Undisclosed Liabilities; Adverse Agreements.

(a) Except as disclosed in the Schedules hereto, or disclosed in Gold
Banc's financial statements included in the Gold Banc SEC Documents, or
incurred in the ordinary course of business consistent with past practice
since June 30, 1999, 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.

(b) Neither Gold Banc nor any of its subsidiaries is a party to any
Contract or any Order, or subject to any Law, which materially and
adversely affects or is reasonably likely to result in a Material Adverse
Effect on Gold Banc.

Section 4.19 Material Contracts. Except as disclosed in Schedule 4.19
hereto, all material contracts, leases, agreements, commitments and other
instruments to which Gold Banc or any of the Gold Banc or any of its
subsidiaries are a party, and which are required to be filed as an Exhibit to a
Gold Banc SEC Document under the rules and regulations of the SEC under the
Securities Act or the Exchange Act have been so filed.

Section 4.20 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 4.21 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 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.

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Section 4.22 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. There is no fact which
Gold Banc has not disclosed in writing to the Company which is reasonably
likely to have a Material Adverse Effect on Gold Banc.

ARTICLE V

COVENANTS OF 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) preserve
intact its business organization and assets and maintain its rights and
franchises; (iii) preserve substantially the Company's and each of the
Subsidiaries' relationships with suppliers, customers and employees, (iv)
perform 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) attached hereto, and
(viii) except as may be required in the exercise of the fiduciary duties of the
Company's Board of Directors, take no action which would (a) materially
adversely affect the ability of any party to obtain any Consents required for
the transactions contemplated hereby, (b) prevent the transactions contemplated
hereby, including the Merger, from qualifying as a reorganization within the
meaning of Section 368(a) of the Code, or (c) materially adversely affect the
ability of any party to perform its covenants and agreements under this
Agreement.

Section 5.2 Negative Covenants of the Company. Except as specifically
permitted by this Agreement and except as may be required in the exercise of
the fiduciary duties of the Company's Board of Directors, from the date of this
Agreement until the earlier of the Effective Time or the termination of this
Agreement, the Company covenants and agrees that it will not do or agree to do,
or permit either of its Subsidiaries to do or agree 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 other than renewals of existing loans or commitments to loan;

(b) purchase or invest in any securities, other than in compliance with
the investment policy of the Hennessey Bank as in effect on the date
hereof, or make any material change in its investment portfolio;

(c) amend or adopt any employee benefit plan or grant any increase in
the rates of pay of their employees or any increase in the compensation
payable or to become payable, if any, to any director, officer, trustee,
employee or agent thereof, or contribute to any pension plan or otherwise
increase in any amount the benefits or compensation of any such director,
officer, trustee, employee or agent under any pension plan or other
contract or commitment except for regular annual and merit increases in
accordance with past practices, any written employment agreement of the
Company existing as of the date hereof or any written employment agreement
which will be entered into as a result of the Company's acquisition of
American Heritage, any mandatory or discretionary employer matching
contributions to any Company

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Plans existing as of the date hereof, or any payment pursuant to any bonus
plan or bonus agreement existing as of the date hereof and which bonus
payments are being accrued by the Company, 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
engage in any transaction not in its usual and ordinary course of business
and consistent with past practices;

(e) declare or pay any dividend or make any other distribution in
respect of any capital stock of or other beneficial interest in the
Company, other than any dividends paid by the Subsidiaries to the Company
for the purpose of satisfying its obligations under the Union Bank Loan and
to enable the Company to pay its other expenses consistent with past
practices; 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.

(f) amend the Certificate 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,
except as may be required by the Company's acquisition of American
Heritage;

(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 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 right, forgive any material debt or release any material
claim which, with respect to any individual matter, exceeds $50,000 (all
such matters in the aggregate not to exceed $150,000); or

(r) incur or guaranty any debt (other than instruments and commitments
evidencing deposit liabilities in Hennessey Bank or Elkhart Bank (and after
its acquisition, the El Reno 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 or fully secured repurchase
agreements).

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
for each of the applicable Subsidiaries and shall deliver to Gold Banc copies
of the call reports for each of the applicable Subsidiaries as filed with any
regulatory agency promptly after such filing.

Section 5.5 Right to Attend Meetings. The Company shall allow a
representative of Gold Banc 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; provided, that
representatives of Gold Banc shall not be permitted to attend any portion of
any meeting at which officers or directors of the Company or any Subsidiary
discuss this Agreement and the transactions contemplated hereby. The Company
and any Subsidiary shall give reasonable notice to Gold Banc of any such
meeting (which notice shall be deemed reasonable if given at substantially the
same time notice of such meeting is provided to the directors of the Company or
any Subsidiaries, as applicable; provided, however, that such notice shall be
at least three (3) Business Days prior to 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 or the
Subsidiaries. All such information provided to Gold Banc or discussed at any of
the meetings described herein at which a Gold Banc observer is present shall
constitute "Company Confidential Information" within the meaning of Section 6.6
of this Agreement.

Section 5.6 Data Processing. The Company shall, and shall cause each of its
Subsidiaries to, make all reasonable efforts 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 5.7 No Solicitation.

(a) None of the Company, any Subsidiary, or any stockholder, officer,
director, trustee or employee of, or any investment banker, attorney or
other advisor or representative of, the Company or any Subsidiary, shall,
directly or indirectly, (i) solicit, initiate, facilitate, assist or
encourage the submission of, any Acquisition Proposal, or approve or
authorize any Acquisition Proposal or (ii) participate in any discussions
or negotiations regarding or take any other action to expedite any
inquiries or the making of any proposal that constitutes, or may reasonably
be expected to lead to, any Acquisition Proposal, or (iii) furnish to any
Person (other than Gold Banc, Acquisition Subsidiary, an affiliate or
associate of Gold Banc or Acquisition Subsidiary or an officer, employee or
other authorized representative of Gold Banc, Acquisition Subsidiary or
such affiliate or associate or the Company's Counsel, Company's Accountants

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and financial adviser, solely for use in connection with the transactions
contemplated hereby) any information with respect to the Company or any
Subsidiary that may reasonably be expected to lead to an Acquisition
Proposal; provided, however, that to the extent required by the fiduciary
obligations of the Board of Directors of the Company, as determined in good
faith by the Board of Directors based on the advice of outside counsel, the
Company may (A) in response to an unsolicited request therefor, furnish
information with respect to the Company or any Subsidiary to any Person
pursuant to a customary confidentiality agreement and discuss such
information with such Person, (B) upon receipt by the Company of an
Acquisition Proposal, following delivery to Gold Banc of the notice
required pursuant to Section 5.7(b) hereof, participate in negotiations
regarding such Acquisition Proposal, and (C) modify or withdraw its
recommendation that the stockholders of the Company vote in favor of the
Merger as contemplated by Section 2.12 hereof.

(b) The Company shall (i) promptly notify Gold Banc of (A) the existence
of any request for confidential information with respect to, or the receipt
of, any Acquisition Proposal, (B) any inquiry or discussions with respect
to, or which would reasonably be expected to lead to, any Acquisition
Proposal, (C) the execution of a confidentiality agreement with respect to
an Acquisition Proposal, (D) the execution of any agreement with respect to
the terms of an Acquisition Proposal, (E) the furnishing of any information
in contemplation of an Acquisition Proposal, whether or not pursuant to a
confidentiality agreement and (F) any endorsement, approval or
recommendation of an Acquisition Proposal by the Company's Board of
Directors or any committee thereof, (ii) promptly describe to Gold Banc the
terms and conditions of any Acquisition Proposal in reasonable detail, and
(iii) furnish to Gold Banc all information made available to any Person
making the Acquisition Proposal, or contemplating the making of an
Acquisition Proposal, subject to a customary confidentiality agreement.

Section 5.8 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 5.9 Information. The Company shall provide such information and
answer such inquiries as Gold Banc may reasonably request or make concerning
the subject matter of the representations and warranties of the Company herein.

Section 5.10 Tax-Free Reorganization Treatment. The Company shall not
intentionally take or cause or permit to be taken any action, whether before or
after the Effective Time, which would disqualify the Merger as a tax-free
"reorganization" within the meaning of Section 368(a) of the Code (subject to
required recognition of gain or loss with respect to cash paid for fractional
shares pursuant hereto or to any holder of Company Common Stock or Company
Preferred Stock who dissents from the Merger).

Section 5.11 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, and will be eligible to
participate in a pooling-of-interests transactions after it completes its
acquisition of American Heritage (the "Pooling Letter").

Section 5.12 Cooperation by the Company. The Company shall use all
commercially reasonable efforts to take all actions and to do all things
necessary or advisable to consummate the transactions contemplated by

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this Agreement and to cooperate with Gold Banc and Acquisition Subsidiary in
connection therewith, including using commercially reasonable efforts to obtain
all required Consents.

Section 5.13 Year 2000 Compliance. With respect to all computer hardware,
computer software applications, and Subsidiary services and products, the
Company shall, and shall cause the Subsidiaries to (i) use commercially
reasonable efforts to comply with all Federal Financial Institution Examination
Council Year 2000 regulations and guidelines and (ii) take all action
commercially reasonably necessary to receive a rating of "Satisfactory" or
better on any Year 2000 compliance examination conducted by their respective
examining agencies.

Section 5.14 Proxy Statement and Registration Statement. If at any time
prior to the Effective Time any event with respect to the Company or the
Subsidiaries, or with respect to other information supplied by the Company for
inclusion in the Proxy Statement or Registration Statement, shall occur which
is required to be described in an amendment of, or a supplement to, the Proxy
Statement or the Registration Statement, the Company will promptly notify Gold
Banc of such event and use all commercially reasonable efforts to ensure that
such event will be so described, and that such amendment or supplement be
promptly filed with the SEC and, as required by law, disseminated to the
stockholders of the Company. The Company shall use all commercially reasonable
efforts to ensure that the Proxy Statement, insofar as it relates to the
Company or the Subsidiaries or other information supplied by the Company for
inclusion therein, will comply as to form in all material respects with the
provisions of the Exchange Act and the rules and regulations thereunder at the
time of the mailing of the Proxy Statement or any supplement thereof.

Section 5.15 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 5.16 Employee Benefit Plans. The Company shall, prior to the Closing
Date, adopt any and all resolutions and take all other actions that are
necessary or appropriate to (i) make the necessary contributions to the Company
Profit Sharing 401(k) Plan (the "401(k) Plan") to satisfy the Company's 401(k)
safe harbor contribution obligation for the partial plan year ending on the
401(k) Plan termination date; (ii) consistent with past practices, make a
discretionary profit sharing contribution (not to exceed (6%) of the employees'
compensation, as defined under the 401(k) Plan) to the 401(k) Plan for the
partial plan year ending on the 401(k) Plan termination date; (iii) except as
set forth immediately above in (i) and (ii) of this paragraph, cease all other
contributions to the 401(k) Plan as of the day before the Closing Date; (iv)
terminate the 401(k) Plan and fully vest all participant account balances in
such plan as of the day before the Closing Date; (v) resign as plan
administrator of the 401(k) Plan; and (vi) secure the resignation of the
current trustees of the 401(k) Plan. The Surviving Corporation shall (i) assume
full responsibility and bear full expense in amending the 401(k) Plan following
the Closing Date in such manner as is necessary for the 401(k) Plan to be in
compliance with all applicable laws as of the 401(k) Plan's termination date
and (ii) apply for and obtain a favorable determination letter from the IRS
following which it will distribute the assets of the 401(k) Plan. Gold Banc

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agrees to accept its appointment, or will appoint an affiliate corporation, as
successor plan trustee and successor plan administrator. Gold Banc will provide
to the Company form resolutions and other materials prior to the closing
necessary for the effectuation of the termination of the 401(k) Plan by the
Company, which materials the Company and the plan administrator and trustees
shall be entitled to rely upon without incurring any liability.

Section 5.17 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.

(b) The Company shall obtain and deliver to Gold Banc on or prior to the
Closing Date the 280G Opinion Letter contemplated by Section 8.14 hereof.

Section 5.18 Achievement of Financial Measures. The Company shall use
commercially reasonable efforts, and shall cause Hennessey Bank, Elkhart Bank
and First State to use commercially reasonable efforts, to cause the Company,
Hennessey Bank, Elkhart Bank and First State to satisfy the financial measures
set forth in Section 8.5 hereof by the Closing Date.

Section 5.19 Company's Accounting of Merger Expenses. Subject to the
requirements of GAAP, 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, Keefe,
Bruyette & Woods, Inc. and Hovde, and all severance payments (if any)), 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.

Section 5.20 Company's Acquisition of American Heritage. The covenants set
forth in this Article V shall not prevent the Company from taking all actions
necessary to consummate its acquisition of American Heritage.

Section 5.21 Supplemental Information. The Company agrees that, with respect
to the representations and warranties of the Company contained in this
Agreement, the Company will have the continuing obligation until the Closing
Date to promptly provide Gold Banc with such additional supplemental
Information (collectively, the "Company Supplemental Information"), in the form
of (a) amendments to then existing Schedules or (b) additional Schedules, as
would be necessary, in light of the circumstances, conditions, events and
states of fact then known to the Company, to make each of those representations
and warranties true and correct as of the Closing Date. The Schedules to this
Agreement as of the Closing Date will be deemed to be the Schedules to this
Agreement as of the date hereof as amended or supplemented by the Company
Supplemental Information provided to Gold Banc prior to the Closing Date
pursuant to this Section 5.21; provided, however, that if the Company
Supplemental Information so provided (i) has had a Material Adverse Effect on
the Company, or, (ii) is having or will have a Material Adverse Effect on the
Company, Gold Banc will be entitled to terminate this Agreement by notice to
the Company.

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.

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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 Confidentiality. Except as and to the extent required by Laws,
Gold Banc and Acquisition Subsidiary will not disclose or use, and will direct
their representatives not to disclose or use to the detriment of the Company or
any of the Subsidiaries any Company Confidential Information, furnished, or to
be furnished, to Gold Banc, Acquisition Subsidiary or their representatives at
any time or in any manner other than in connection with the evaluation of the
transactions contemplated herein. "Company Confidential Information" includes
any information about the Company or the Subsidiaries and their business unless
(a) such information is already known to Gold Banc, Acquisition Subsidiary or
their representatives not bound by a duty of confidentiality or such
information becomes publicly available through no fault of Gold Banc,
Acquisition Subsidiary or their representatives, (b) the use of such
information is necessary or appropriate in making any filing or obtaining any
consent or approval required for the consummation of the transactions
contemplated herein, or (c) the furnishing or use of such information is
required by or necessary or appropriate in connection with legal proceedings.
Following the termination of this Agreement, upon written request of the
Company, each of Gold Banc and Acquisition Subsidiary will promptly return to
the Company or destroy any Company Confidential Information in its possession
and certify in writing to the Company that it has so returned or destroyed such
Company Confidential Information.

Section 6.6 Pooling-of-Interests Accounting Treatment. Gold Banc shall not
intentionally take or cause or permit to be taken any action, whether before or
after the Effective Time, which would disqualify the Merger from receiving
pooling-of-interests accounting treatment.

Section 6.7 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 6.8 Year 2000 Compliance. With respect to all computer hardware,
computer software applications, and 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 6.9 Ordinary Course. During the period from the date of this
Agreement until the earlier of the Effective Time or the termination of this
Agreement, Gold Banc and Acquisition Subsidiary shall carry on their respective
businesses in the usual, regular and ordinary course in all material respects,
in substantially the same manner as heretofore conducted, and shall use all
reasonable efforts to preserve intact their present lines of business, maintain
their rights and franchises and preserve their relationships with customers and
others having business dealings with them to the end that their ongoing
businesses shall not be impaired in any material respect at the Effective Time.
The covenant set forth in this Section 6.9 shall not prevent Gold Banc from
taking all actions necessary to consummate its acquisitions of Union Bank
Shares, Ltd. and American Bancshares, Inc.

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Section 6.10 Inspection. Between the date hereof and the Closing Date and
upon reasonable notice and subject to applicable laws, the Company and its
authorized representatives shall be permitted full access during reasonable
business hours to all properties, books, records, contracts and documents of
Gold Banc and its subsidiaries. Gold Banc shall furnish to the Company and its
authorized representatives all information with respect to the affairs of Gold
Banc and any of its subsidiaries as the Company may reasonable request.

Section 6.11 Indemnification of Directors and Insurance.

(a) The Surviving Corporation shall indemnify, defend, and hold harmless
the present directors, officers, employees, and agents of the Company and
its Subsidiaries together with any Person who becomes a director, officer,
employee or agent of the Company or a Subsidiary, (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 Oklahoma Law and by the Company's
Certificate 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, or will become
covered by such insurance prior to the Effective Time, 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 6.11.

(d) The provisions of this Section 6.11 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.

Section 6.12 Supplemental Information. Gold Banc agrees that, with respect
to the representations and warranties of Gold Banc contained in this Agreement,
Gold Banc will have the continuing obligation until the Closing Date to
promptly provide the Company with such additional supplemental Information
(collectively, the "Gold Banc Supplemental Information"), in the form of (a)
amendments to then existing schedules or (b) additional Schedules, as would be
necessary, in light of the circumstances, conditions, events and states of fact
then known to any Gold Banc, to make each of those representations and
warranties true and correct as of the Closing Date. The Schedules to this
Agreement as of the Closing Date will be deemed to be the Schedules to this
Agreement as of the date hereof as amended or supplemented by the Gold Banc
Supplemental Information provided to the Company prior to the Closing Date
pursuant to this Section 6.12, provided, however, that if the Gold Banc
Supplemental Information so provided (i) has had a Material Adverse Effect on
Gold Banc or, (ii) is having or will have a Material Adverse Effect on Gold
Banc, the Company will be entitled to terminate this Agreement by notice to
Gold Banc.

Section 6.13 Tax Returns. Within sixty (60) days after the Closing Date, the
Surviving Corporation shall prepare and file consolidated federal and state
income tax returns for the Company and its Subsidiaries covering the stub
period beginning on the first day of the Company's current fiscal year and
ending at the Effective Time, which returns shall be reviewed by Gold Banc's
Accountants.

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ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS
OF THE COMPANY

The obligations of the Company to consummate the transactions contemplated
hereunder shall be subject to satisfaction on or before the Closing Date of all
of the following conditions, except such conditions as the Company may waive in
writing:

Section 7.1 Representations, Warranties and Covenants. All representations
and warranties of Gold Banc and Acquisition Subsidiary contained in this
Agreement shall be true and correct in all material respects on and as of the
Closing Date, except for changes permitted by or contemplated by this
Agreement, and except that to the extent any such representation or warranty is
made solely as of a specified date, such representation or warranty need only
be true and correct in all material respects as of such date. Each of Gold Banc
and Acquisition Subsidiary shall have performed in all material respects all
agreements and covenants required by this Agreement to be performed by it on or
prior to the Closing Date. The Company shall have received a certificate signed
by 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, the Certificate
of Incorporation and Bylaws of the Company, and the Company Subscription
Agreements (to the extent required to terminate the Company Subscription
Agreements); and the stockholders of Gold Banc shall have duly approved and
adopted this Agreement, the Merger and the transactions contemplated hereby to
the extent required by applicable Law, the Articles of Incorporation and Bylaws
of Gold Banc and 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,
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, except
for recognition of gain or loss with respect to cash paid to holders of Company
Common Stock who dissent from the Merger or receive cash in lieu of fractional
shares.

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 Registration Statement Section. 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,

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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 7.9 Market Price of Gold Banc Common Stock. The Closing Gold Banc
Stock Price shall not be less than $9.50. If the Closing Gold Banc Stock Price
is less than $9.50, then Gold Banc and the Company shall in good faith attempt
to negotiate a mutually acceptable revised Exchange Ratio.

Section 7.10 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 7.11 Fairness Opinion. The Company shall have received an opinion,
as of the date of this Agreement, rendered by Hovde, that, in the opinion of
such firm, the Exchange Ratio is fair, from a financial point of view, to the
shareholders of the Company, which opinion shall be affirmed and reissued in
writing by a letter, dated not more than five (5) Business Days prior to the
date of the Proxy Statement.

Section 7.12 Qualification for Pooling-of-Interests Treatment.

(a) The Company shall have received from the Company's Accountants a
letter, dated the Closing Date, affirming the accuracy of their Pooling
Letter.

(b) The Company shall have received an opinion from Gold Banc's
Accountants that the transactions contemplated hereby will qualify for
pooling-of-interests 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.

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.

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 Gold Banc.

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Section 8.4 Litigation. At the Closing Date, there shall not be pending or
threatened any Action which Gold Banc reasonably believes would result in
restraining, enjoining or prohibiting the consummation of the transactions
contemplated by this Agreement.

Section 8.5 Financial Measures.

(a) On the Closing Date, (i) the Total Equity Capital of the Company
(determined on a consolidated basis) shall not be less than $49,734,000
(ii) the reserve for loan and lease losses of the Company (determined on a
consolidated basis) shall not be less than $5,454,000; and (iii) the total
indebtedness of the Company (determined on a consolidated basis) shall not
exceed $4,500,000.

(b) 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, Hennessey Bank, Elkhart Bank, COL and First State,
respectively, and shall not result in an increase of any consideration
payable by Gold Banc or Acquisition Subsidiary hereunder.

Section 8.6 Approval by Stockholders. The stockholders of the Company shall
have duly approved and adopted this Agreement and the other transactions
contemplated hereby to the extent required by applicable Law and the
Certificate of Incorporation and Bylaws of the Company and the Company
Subscription Agreements (to the extent required to terminate the Subscription
Agreements); and the stockholders of Gold Banc shall have duly approved and
adopted this Agreement and the other transactions contemplated hereby to the
extent required by applicable Law, the Articles of Incorporation and Bylaws of
Gold Banc and of Acquisition Subsidiary and the rules of Nasdaq.

Section 8.7 Tax Representations. The Company and each stockholder of the
Company owning more than 10% of the outstanding Company Common Stock shall have
made those representations reasonably requested by Gold Banc's Counsel and
necessary to enable Gold Banc's Counsel to render the opinion described in
Section 8.9 hereof.

Section 8.8 Affiliate Agreements. Each person who is an "affiliate" (for
purposes of Rule 145 under the Securities Act and for pooling-of-interests
accounting treatment) of the Company at the time this Agreement is submitted to
approval of the stockholders of the Company shall deliver to Gold Banc a letter
in substantially the form set forth in Exhibit B (the "Affiliate Letter")
hereto.

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, subject to
required recognition of gain or loss with respect to cash paid to holders of
Company Common Stock who dissent from the Merger.

Section 8.10 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.

Section 8.11 Qualification for Pooling-of-Interests Treatment.

(a) Gold Banc shall have received an opinion from Gold Banc's
Accountants that the transactions contemplated hereby will qualify for
pooling-of-interests 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.

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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, if any, due to current or former
employees of the Company or any Subsidiary by reason of the Merger or upon the
occurrence of a change in control of the Company under their respective
Employment Agreements, 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").

Section 8.13 Other Acquisitions. At least thirty (30) days prior to the
Closing Date, the Company shall have completed its acquisition of American
Heritage; and the Company shall have obtained the opinion of the Company's
Accountants that the Company's acquisition American Heritage do not prevent the
transactions contemplated hereby from qualifying for pooling-of-interests
treatment.

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 of
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, Acquisition Subsidiary
and Gold Banc to be called for the purpose of considering and voting on the
Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition
Subsidiary shall each cause their counsel, auditors and other experts to
cooperate with the other's counsel, auditors and other experts in the
preparation and filing of the Registration Statement and the Proxy
Statement. Gold Banc shall not include in the Registration Statement any
information concerning the Company or any Subsidiary to which the Company
shall reasonably and timely object in writing. The Registration Statement,
at the time it is declared effective, and the Proxy Statement, at the time
it is mailed to stockholders shall each comply as to form in all material
respects with the provisions of the Securities Act and the Exchange Act,
respectively. 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 Gold Banc and the Company shall distribute the Proxy Statement
to their respective 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 their respective stockholders for voting
thereon. If

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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 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 Affiliates. Certificates representing shares of Gold Banc
Common Stock issued to "Affiliates" (as defined in Rules 145 and 405 adopted
under the Securities Act) of the Company pursuant to this Agreement will be
subject to stop transfer orders (as reasonably required in connection with Rule
145) and will bear a restrictive legend set out in the Affiliate Letter;
provided, however, that following publication of financial results covering at
least thirty (30) days of combined operations of Gold Banc and the Company and
upon receipt of an opinion of counsel reasonably satisfactory to Gold Banc that
a proposed sale, pledge, transfer or other disposition of a specified number of
shares of Gold Banc Common Stock by an Affiliate will comply with or will be
exempt from the Securities Act, Gold Banc shall, as promptly as practicable
after receipt of the stock certificates representing such Affiliate's Gold Banc
Common Stock (and in any event within seven (7) Business Days after such
receipt), direct the transfer agent for the Gold Banc Common Stock to remove
the stop transfer order related thereto and reissue a stock certificate
evidencing such shares to the Affiliate without such restrictive legend.

Section 10.5 Indemnification by Gold Banc. Gold Banc agrees to indemnify and
hold harmless the Company and its stockholders, directors, officers, employees,
representatives and agents from and against any and all Damages, whether
arising under federal or state securities or Blue Sky laws or otherwise, which
may be asserted against any of them and which arise as a result of any alleged
act or failure to act, or any alleged statement or omission, of Gold Banc done
or made in connection with the Registration Statement, Proxy Statement, or any
other statement or form filed or required to be filed with the SEC or any state
securities department or delivered or required to be delivered to the holders
of Company Common Stock or Gold Banc Common Stock except to the extent any such
alleged act, failure to act, statement or omission is a result of information
provided by the Company. The obligations under this Section 10.5 shall survive
the consummation of the Merger and are intended for the benefit of, and may be
enforced by, the parties named herein.

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Section 10.6 Indemnification by the Company. The Company agrees to indemnify
and hold harmless Gold Banc and its stockholders, directors, officers,
employees, representatives and agents from and against any and all Damages,
whether arising under federal or state securities or Blue Sky laws or
otherwise, which may be asserted against any of them and which arise as a
result of any alleged act or failure to act, or any alleged statement or
omission, of the Company or any Subsidiary done or made in connection with the
Registration Statement, Proxy Statement, or any other statement or form filed
or required to be filed with the SEC or any state securities department or
delivered or required to be delivered to the holders of Company Common Stock or
Gold Banc Common Stock except to the extent any such alleged act, failure to
act, statement or omission is a result of information provided by Gold Banc.

ARTICLE XI

TERMINATION

Section 11.1 Basis for Termination. This Agreement and the Merger
contemplated hereby may be terminated at any time prior to the Closing Date:

(a) by mutual consent in writing of the parties hereto;

(b) by either party if the transactions contemplated hereby have not
closed by March 31, 2000; provided, however, (i) the Company, at its sole
discretion may extend from time to time the date specified in this Section
11.1(b), which extensions shall be evidenced by written notice from the
Company to Gold Banc and which extensions, in the aggregate, shall not
extend the time to close for a period of more than sixty (60) days after
March 31, 2000, and (ii) 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 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 OGCA and the KGCC at
the shareholder meetings held pursuant to Section 10.1 of this Agreement;

(f) by the Company if it receives an unsolicited Acquisition Proposal as
contemplated by Section 5.7 hereof, which the Board of Directors of the
Company, in good faith, believes is superior to the Merger contemplated
hereby;

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<PAGE>

(g) by Gold Banc upon receipt of written notice from the Company that
the Company has entered into an agreement to engage in a transaction
relating to an Acquisition Proposal with any Person other than Gold Banc or
its Affiliates or the Company's Board of Directors or any committee thereof
has endorsed, approved or recommended an Acquisition Proposal made by any
Person other than Gold Banc or its Affiliates; or

(h) by Gold Banc, upon written notice to the Company, if the Voting
Agreement is not delivered and executed by the Significant Shareholders on
or before 11:59 a.m., Monday, November 1, 1999.

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; provided, in the event the Company elects
to terminate this Agreement pursuant to Section 11.1(d)(i) hereof by reason of
the failure of the condition specified in Section 7.9 of this Agreement to be
satisfied, such election must be duly approved by the Company's Board of
Directors and ratified by the holders of not less than two-thirds of the then
outstanding shares of Company Common Stock.

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 wilful breach or misrepresentation. Sections 6.5, 10.5,
10.6, 11.2, 11.3, 12.3 and 12.7 shall survive termination of this Agreement.

Section 11.3 Termination Fee. The Company agrees to pay to Gold Banc upon
demand a termination fee of Two Million Five Hundred Thousand Dollars
($2,500,000) (the "Termination Fee") if this Agreement is terminated (i) by the
Company pursuant to Section 11.1(f) or (ii) by Gold Banc pursuant to Section
11.1(g). In the event of a termination of this Agreement pursuant to Section
11.1(f) or 11.1(g) of this Agreement, the payment provided under this Section
11.3 shall be the sole and exclusive remedy available to Gold Banc.

Section 11.4 Notice of Termination. Each party may exercise its right of
termination of this Agreement only by delivering written notice to that effect
to the other party hereto, provided that such notice is received by the latter
party on or prior to the Closing Date.

Section 11.5 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 wrongful
refusal to close. 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
wrongful refusal to close. 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 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. This Agreement may be amended only by a written
instrument duly executed by the parties or their respective successors or
permitted assigns. Any condition to a party's obligation hereunder may be
waived by such party in writing.

Section 12.6 Notices. All notices, requests, demands or other communications
hereunder shall be in writing and shall be deemed to have been duly given (a)
when personally delivered, (b) on the first Business Day following the Business
Day on which delivered to a nationally recognized overnight delivery service,
(c) if sent by facsimile transmission, on the date that transmission is
received by a responsible employee of the recipient in legible form (it being
agreed that the burden of proving receipt will be on the sender and will not be
met by a transmission report generated by the sender's facsimile machine) or
(d) if sent by certified or registered mail, return receipt requested, on the
Business Day that it is delivered or its delivery is attempted, in any case
addressed to the parties at the following addresses or at such other address as
shall be given in like manner by any party to the other:

If to the Company:

Don C. McNeill
1601 S.E. 19th Street
Edmond, Oklahoma 73013
Telephone: (405) 341-2385
FAX: (405) 359-1875

A-41
<PAGE>

with a copy to:

C. Bruce Crum
McAfee & Taft
10th Floor Two Leadership Square
211 North Robinson
Oklahoma City, Oklahoma 73102-7103
Telephone: (405) 235-9621
FAX: (405) 235-0439

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:

C. Robert Monroe
Stinson, Mag & Fizzell, P.C.
1201 Walnut Street
Suite 2800
Kansas City, MO 64106
Telephone: (816) 842-8600
FAX: (816) 691-3495

Section 12.7 Law Governing. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Kansas,
except to the extent that Oklahoma corporate law applies to the provisions
hereof relating to the Merger.

Section 12.8 Counterparts. This Agreement may be executed in any number of
7counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one agreement which is binding upon all the parties
hereto, notwithstanding that all parties are not signatories to the same
counterpart. This Agreement may be executed by facsimile signatures which shall
be deemed to have the same force and effect as an original signature.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

Gold Banc Corporation, Inc.

/s/ Michael W. Gullion
By: _________________________________
Name: Michael W. Gullion
Title: President and Chief
Executive Officer

ATTEST:

/s/ Keith E. Bouchey
- -------------------------------------
Name: Keith E. Bouchey
Title: Secretary

Gold Banc Acquisition Corporation
XII, Inc.

/s/ Michael W. Gullion
By: _________________________________
Name: Michael W. Gullion
Title: President

ATTEST:

/s/ Keith E. Bouchey
- -------------------------------------
Name: Keith E. Bouchey
Title: Secretary

CountryBanc Holding Company

/s/ Don C. McNeill
By: _________________________________
Name: Don C. McNeill
Title: Chairman of the Board

ATTEST:

/s/ David Phillips
- -------------------------------------
Name: David Phillips
Title: Secretary

A-43
<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 19, 2000, is made by and among GOLD BANC
CORPORATION, INC., a Kansas corporation ("Gold Banc"), GOLD BANC ACQUISITION
CORPORATION XII, INC., a Kansas corporation ("Acquisition Subsidiary") and
COUNTRYBANC HOLDING COMPANY, an Oklahoma corporation (the "Company").

RECITALS

A. Gold Banc, Acquisition Subsidiary and the Company entered into an
Agreement and Plan of Reorganization, dated as of October 22, 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 agree that it is in the
best interests of the parties for Gold Banc to increase the exchange ratio by
giving more shares of Gold Banc Common Stock to the CountryBanc shareholders as
Merger consideration and for the Company to eliminate the condition to closing
that the Closing Gold Banc Stock Price is not less than $9.50.

C. 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 Exchange Ratio. Section 2.7(b) of the Original Agreement is
hereby amended to read as follows:

(b) Each outstanding share of Company Common Stock (excluding Company
Dissenting Shares as defined in Section 2.8 hereof) and each share of
Vested Company Preferred Stock (excluding Company Dissenting Shares as
defined in Section 2.8 hereof) shall cease to be outstanding and shall
be converted into and exchanged for the number of shares of Gold Banc
Common Stock determined by dividing (X) the greater of (i) 8,351,000
shares, or (ii) the quotient of $75,725,000 divided by the Closing Gold
Banc Stock Price, by (Y) the sum of (i) the number of shares of Company
Common Stock issued and outstanding as of the Effective Time and (ii)
the number of shares of Vested Company Preferred Stock issued and
outstanding as of the Effective Time (the "Exchange Ratio"). Fractions
of shares determined pursuant to this Section 2.7(b) shall be rounded
to three decimal places.

3. Deletion of Walk Away Price. The text of Section 7.9 of the Original
Agreement is hereby deleted in its entirety and the word "[Reserved]" is
inserted in lieu thereof (with conforming changes to the table of
contents).

4. Correction of Scrivener's Error. Section 8.5(a)(iii) of the Original
Agreement is hereby amended by deleting from the parenthetical the word
"consolidated" and inserting in its place thereof the words "parent company
only."

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<PAGE>

5. Completion of Merger. Section 11.1(b) of the Original Agreement is
hereby amended by deleting the term "March 31" in each place it appears and
replacing it in each such place with the term "April 30."

6. Miscellaneous. The parties to this First Amendment ratify and approve
all of the remaining terms and provisions of the Original Agreement not
specifically modified or amended in this First Amendment. In the event that
any term or provisions of this First Amendment is inconsistent with the
terms and provisions of the Original Agreement, the terms and provisions of
this First Amendment shall control.

7. Counterparts. This First Amendment may be executed in counterparts,
each of which shall be deemed an original and all of which, taken together,
shall constitute a single instrument.

8. Governing Law. This First Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of Kansas.

A-45
<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

Gold Banc Corporation, Inc.

/s/ Michael W. Gullion
By: _________________________________
Name: Michael W. Gullion
Title: President and Chief
Executive Officer

ATTEST:

/s/ Keith E. Bouchey
- -------------------------------------
Name: Keith E. Bouchey
Title: Secretary

Gold Banc Acquisition Corporation
XII, Inc.

/s/ Michael W. Gullion
By: _________________________________
Name: Michael W. Gullion
Title: President

ATTEST:

/s/ Keith E. Bouchey
- -------------------------------------
Name: Keith E. Bouchey
Title: Secretary

CountryBanc Holding Company

/s/ Don C. McNeill
By: _________________________________
Name: Don C. McNeill
Title: Chairman of the Board

ATTEST:

/s/ David Phillips
- -------------------------------------
Name: David Phillips
Title: Secretary

A-46
<PAGE>

Appendix B

Opinion of Hovde Financial LLC

January 26, 2000

Board of Directors
CountryBanc Holding Company
1601 South East 19th Street
Edmond, OK 73013

Members of the Board:

We have reviewed the Agreement and Plan of Reorganization (the "Agreement")
and related exhibits and schedules dated October 22, 1999 and the First
Amendment to Agreement and Plan of Reorganization dated January 19, 2000 (the
"First Amendment") by and among Gold Banc Corp, Inc. ("GLDB") and CountryBanc
Holding Company ("CountryBanc"), pursuant to which, among other things,
CountryBanc will be merged with and into GLDB (the "Merger"). As is set forth
in the Agreement and First Amendment (collectively hereinafter the "Amended
Agreement"), all of the issued and outstanding shares of CountryBanc Common
Stock shall be converted into the right to receive GLDB Common Stock in a
quantity equal to the greater of (i) 8,351,000 shares or (ii) shares equal to
the quotient of $75,725,000.00 divided by the Closing Gold Banc Stock Price
(the "Merger Consideration"). Capitalized terms used herein shall have the same
meaning as in the Amended Agreement, unless specifically stated otherwise.

Hovde Financial LLC ("Hovde") specializes in providing investment banking
and financial advisory services to commercial bank and thrift institutions. Our
principals are experienced in the independent valuation of securities in
connection with negotiated underwritings, subscription and community offerings,
private placements, merger and acquisition transactions and recapitalizations.
Pursuant to a Consulting Agreement dated April 9, 1999, and as amended on
September 15, 1999, between CountryBanc and Hovde, Hovde was engaged to assist
CountryBanc in exploring various strategic options, including a potential
affiliation of CountryBanc with another financial institution. Therefore, we
are familiar with CountryBanc having acted as its financial advisor in
connection with the proposed transaction, and having participated in the
negotiations leading to the Amended Agreement.

During the course of our engagement, we reviewed and analyzed material
bearing upon the financial and operating conditions of CountryBanc and GLDB and
material prepared in connection with the proposed transaction, including the
following: the Amended Agreement; certain publicly available information
concerning CountryBanc and GLDB, including consolidated financial statements
for each of the three years ended December 31, 1998, respectively, as well as
subsequent quarterly statements for the periods ended March 31, 1999, June 30,
1999 and September 30, 1999 for CountryBanc and GLDB, respectively; the nature
and terms of recent sale and merger transactions involving banks and bank
holding companies that we consider relevant; historical and current market data
for the common stock of GLDB; and financial and other publicly available
information provided to us by the managements of CountryBanc and GLDB.

In addition, we have conducted meetings with members of the senior
managements of CountryBanc and GLDB for the purpose of reviewing the future
prospects of both companies. We also took into account our assessment of
general economic, market and financial conditions and our experience in other
similar transactions as well as our overall knowledge of the banking industry
and our general experience in securities valuations.

We have acted as financial advisor to CountryBanc with respect to the
proposed Merger and have received a fee from CountryBanc for our services. We
will also receive an additional fee if the proposed Merger is consummated.
Please be advised that we have no other financial advisory or other
relationships with CountryBanc. In the ordinary course of their businesses,
affiliates of Hovde may actively trade the debt and equity securities of GLDB
for their own account and, accordingly, they may at any time hold long or short
positions in such securities.

B-1
<PAGE>

In rendering this opinion, we have assumed, without independent
verification, the accuracy and completeness of the financial and other
information and representations contained in the publicly available materials
provided to us by CountryBanc and GLDB, and in the discussions with the
managements of CountryBanc and GLDB.

Based on the foregoing and our experience as investment bankers, we are of
the opinion that, as of the date hereof, the Merger Consideration to be
received by the shareholders of CountryBanc in connection with the Merger as
described in the Amended Agreement is fair to such shareholders from a
financial point of view.

Sincerely,

HOVDE FINANCIAL LLC

B-2
<PAGE>

Appendix C

Opinion of U.S. Bancorp Piper Jaffray Inc.

December 13, 1999

Board of Directors
Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, Kansas 66211

Members of the Board:

This letter relates to the proposed transaction (the "Merger") pursuant to
that certain Agreement and Plan of Reorganization dated October 22, 1999 (the
"Agreement") among Gold Banc Corporation, Inc., a Kansas corporation ("Gold
Banc") and CountryBanc Holding Company, an Oklahoma corporation
("CountryBanc"), pursuant to which CountryBanc will merge with and into a
subsidiary of Gold Banc in the Merger, and CountryBanc will become a wholly
owned subsidiary of Gold Banc. Pursuant to the Merger, as more fully described
in the Agreement, the outstanding shares of Class A common stock, par value
$.01 per share, Class B common stock, par value $.01 per share, and preferred
stock, par value $.01, of CountryBanc (collectively, "CountryBanc Common
Stock") will be converted into the right to receive 7,971,589 shares of the
common stock, par value $1.00 per share, of Gold Banc ("Gold Banc Common
Stock"). Pursuant to the Agreement, if the average closing price for a share of
Gold Banc Common Stock during the 5-day trading period ending immediately prior
to the closing date of the Merger is below $9.50, Gold Banc and CountryBanc are
obligated to negotiate in good faith to establish a mutually acceptable
exchange ratio. You have requested our opinion as to the fairness, from a
financial point of view, to Gold Banc, of the consideration to be paid in the
Merger (the "Merger Consideration").

U.S. Bancorp Piper Jaffray Inc. ("US Bancorp Piper Jaffray"), as a customary
part of its investment banking business, is engaged in the valuation of
businesses and their securities in connection with mergers and acquisitions,
underwritings and secondary distributions of securities, private placements,
and valuations for estate, corporate and other purposes. US Bancorp Piper
Jaffray makes a market in Gold Banc Common Stock and also provides research
coverage for Gold Banc. US Bancorp Piper Jaffray has acted as a manager of one
underwriting of Gold Banc securities and provided financial advisory services
for Gold Banc in the past and may provide other investment banking services for
Gold Banc in the future. Neither our past or future services relate to or are a
condition of our delivery of this letter to you. For our services in rendering
this opinion, Gold Banc will pay us a fee and indemnify us against certain
liabilities.

In arriving at our opinion, we have undertaken such reviews, analyses and
inquiries as we deemed necessary and appropriate under the circumstances. Among
other things, we have:

1. Reviewed the Agreement dated October 22, 1999.

2. Reviewed the Reports on Form 10-K for Gold Banc for the two fiscal years
ended December 31, 1998 and December 31, 1997, and the Report on Form
10-KSB for Gold Banc for the fiscal year ended December 31, 1996.

3. Reviewed the Report on Form 10-Q for Gold Banc for the nine months ended
September 30, 1999.

4. Reviewed audited financial statements for CountryBanc for the fiscal
years ended December 31, 1998, December 31, 1997 and December 31, 1996.

5. Reviewed unaudited financial statements for CountryBanc for the nine
months ended September 30, 1999.

C-1
<PAGE>

6. Reviewed financial forecasts for Gold Banc for the periods ending
December 31, 1999 through 2002 furnished by Gold Banc's management.

7. Reviewed financial forecasts for CountryBanc for the periods ending
December 31, 1999 through 2002 furnished by Gold Banc's management.

8. Conducted discussions with certain members of management of Gold Banc.
Topics discussed included, but were not limited to, the background and
rationale of the Merger, the financial condition, operating performance,
and the balance sheet characteristics of Gold Banc and CountryBanc and
the prospects for the combined company after consummation of the
proposed Merger.

9. Conducted discussions with certain members of management of CountryBanc.
Topics discussed included, but were not limited to, the background and
rationale for the Merger, the financial condition, operating
performance, balance sheet characteristics and prospects of CountryBanc.

10. Reviewed the financial terms, to the extent publicly available, of
certain comparable mergers and acquisitions which we deemed relevant.

11. Performed a discounted implied dividend analysis on financial forecasts
for CountryBanc.

12. Considered the projected pro forma effect of the Merger on Gold Banc's
earnings per share.

13. Considered the projected relative contribution of Gold Banc to the
combined company.

14. Compared certain financial data of Gold Banc with certain financial
data of companies deemed similar to Gold Banc or within the business
sector in which Gold Banc operates.

15. Reviewed such other financial data, performed such other analyses and
considered such other information as we deemed necessary and
appropriate under the circumstances.

We have relied upon and assumed the accuracy and completeness of the
financial statements and other information provided by Gold Banc and
CountryBanc or otherwise made available to us and have not assumed
responsibility to independently verify such information. We have also relied
upon the assurances of Gold Banc's and CountryBanc's management that the
information provided pertaining to Gold Banc and CountryBanc has been prepared
on a reasonable basis and, with respect to financial planning data, reflects
the best currently available estimates, and that they are not aware of any
information or facts that would make the information provided to us incomplete
or misleading. Without limiting the generality of the foregoing, we have
assumed that neither Gold Banc nor CountryBanc is a party to any pending
transaction, including external financings, recapitalizations, acquisitions or
merger discussions, other than the Merger or in the ordinary course of
business, and have specifically excluded the impact of any transactions which
may be consummated after the Merger, including Gold Banc's pending acquisitions
of Union Bancshares, American Bancshares, Inc., First Business Bancshares of
Kansas City, N.A. and Linn County Bank, but have included CountryBanc's pending
acquisition of American Heritage Bank.

In arriving at our opinion, we have not performed nor been furnished any
appraisals or valuations of the specific assets or liabilities of CountryBanc
being conveyed in the Merger. We express no opinion regarding the liquidation
value of CountryBanc. We have undertaken no independent analysis of any pending
or threatened litigation, possible unasserted claims or other contingent
liabilities, to which either Gold Banc, CountryBanc or any of their affiliates
is a party or may be subject and, at Gold Banc's direction and with its
consent, our opinion makes no assumption concerning, and therefore does not
consider, the possible assertion of claims, outcomes or damages arising out of
any such matters. Furthermore, we express no opinion regarding Gold Banc's
business decision to proceed with the Merger or the business purposes thereof.

Our opinion is necessarily based upon information available to us, facts and
circumstances and economic, market and other conditions as they exist and are
available for evaluation on the date hereof. Events occurring, or facts and
circumstances or economic, market and other conditions becoming available for
evaluation after the

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<PAGE>

date hereof could materially affect the assumptions used in preparing this
opinion. We have not undertaken to reaffirm or revise this opinion or otherwise
comment upon any events occurring, or facts and circumstances or economic,
market and other conditions becoming available for evaluation after the date
hereof. We express no opinion herein as to the prices at which shares of Gold
Banc common stock may trade at any future time or as to the potential value of
shares of CountryBanc common stock at any future time.

This opinion is directed to the Board of Directors of Gold Banc and shall
not be published or otherwise used, nor shall any public references to US
Bancorp Piper Jaffray be made without our prior written consent; provided,
however, that this letter may be reproduced in full in the proxy
statement/prospectus filed with the Securities and Exchange Commission in
connection with the Merger.

Based upon and subject to the foregoing and based upon such other factors as
we consider relevant, it is our opinion that the Merger Consideration is fair,
from a financial point of view, to Gold Banc, as of the date hereof.

Sincerely,

U.S. BANCORP PIPER JAFFRAY INC.

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Appendix D

Section 1091 of The Oklahoma General Corporation Act

1091.Appraisal Rights

APPRAISAL RIGHTS

A.Any shareholder of a corporation of this state who holds shares of stock on
the date of the making of a demand pursuant to the provisions of subsection D
of this section with respect to the shares, who continuously holds the shares
through the effective date of the merger or consolidation, who has otherwise
complied with the provisions of subsection D of this section and who has
neither voted in favor of the merger or consolidation nor consented thereto in
writing pursuant to the provisions of Section 1073 of this title shall be
entitled to an appraisal by the district court of the fair value of the shares
of stock under the circumstances described in subsections B and C of this
section. As used in this section, the word "shareholder" means a holder of
record of stock in a stock corporation and also a member of record of a
nonstock corporation; the words "stock" and "share" mean and include what is
ordinarily meant by those words and also membership or membership interest of a
member of a nonstock corporation; and "depository receipt" means an instrument
issued by a depository representing an interest in one or more shares, or
fractions thereof, solely of stock of a corporation, which stock is deposited
with the depository. The provisions of this subsection shall be effective only
with respect to mergers or consolidations consummated pursuant to an agreement
of merger or consolidation entered into after November 1, 1988.

B.1.Except as otherwise provided for in this subsection, appraisal rights shall
be available for the shares of any class or series of stock of a constituent
corporation in a merger or consolidation, or of the acquired corporation in a
share acquisition, to be effected pursuant to the provisions of Section 1081,
other than a merger effected pursuant to subsection G of Section 1081, and
Sections 1082, 1086, 1087, 1090.1 or 1090.2 of this title.

2.a. No appraisal rights under this section shall be available for the
shares of any class or series of stock which stock, or depository
receipts in respect thereof, at the record date fixed to determine
the shareholders entitled to receive notice of and to vote at the
meeting of shareholders to act upon the agreement of merger or
consolidation, were either:

(1) listed on a national securities exchange or designated as a
national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc.;
or

(2) held of record by more than two thousand holders.

No appraisal rights shall be available for any shares of stock of
the constituent corporation surviving a merger if the merger did not
require for its approval the vote of the shareholders of the
surviving corporation as provided in subsection G of Section 1081 of
this title.

b. In addition, no appraisal rights shall be available for any shares
of stock, or depository receipts in respect thereof, of the
constituent corporation surviving a merger if the merger did not
require for its approval the vote of the shareholders of the
surviving corporation as provided for in subsection F of Section
1081 of this title.

3.Notwithstanding the provisions of paragraph 2 of this subsection,
appraisal rights provided for in this section shall be available for the
shares of any class or series of stock of a constituent corporation if the
holders thereof are required by the terms of an agreement of merger or
consolidation pursuant to the provisions of Sections 1081, 1082, 1086,
1087, 1090.1 or 1090.2 of this title to accept for the stock anything
except:

a. shares of stock of the corporation surviving or resulting from the
merger or consolidation or depository receipts thereof, or

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b. shares of stock of any other corporation, or depository receipts in
respect thereof, which shares of stock or depository receipts at the
effective date of the merger or consolidation will be either listed
on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or held of record by more
that two thousand holders, or

c. cash in lieu of fractional shares or fractional depository receipts
described in subparagraphs a and b of this paragraph, or

d. any combination of the shares of stock, depository receipts, and
cash in lieu of the fractional shares or depository receipts
described in subparagraphs a, b, and c of this paragraph.

4.In the event all of the stock of a subsidiary Oklahoma corporation
party to a merger effected pursuant to the provisions of Section 1083 of
this title is not owned by the parent corporation immediately prior to the
merger, appraisal rights shall be available for the shares of the
subsidiary Oklahoma corporation.

C.Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains such a
provision, the procedures of this section, including those set forth in
subsections D and E of this section, shall apply as nearly as is practicable.

D.Appraisal rights shall be perfected as follows:

1. If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
shareholders, the corporation, not less than twenty (20) days prior to the
meeting, shall notify each of its shareholders entitled to appraisal rights
that appraisal rights are available for any or all of the shares of the
constituent corporations, and shall include in the notice a copy of this
section. Each shareholder electing to demand the appraisal of the shares of
the shareholder shall deliver to the corporation, before the taking of the
vote on the merger or consolidation, a written demand for appraisal of the
shares of the shareholder. The demand will be sufficient if it reasonably
informs the corporation of the identity of the shareholder and that the
shareholder intends thereby to demand the appraisal of the shares of the
shareholder. A proxy or vote against the merger or consolidation shall not
constitute such a demand. A shareholder electing to take such action must
do so by a separate written demand as herein provided. Within ten (10) days
after the effective date of the merger or consolidation, the surviving or
resulting corporation shall notify each shareholder of each constituent
corporation who has complied with the provisions of this subsection and has
not voted in favor of or consented to the merger or consolidation as of the
date that the merger or consolidation has become effective; or

2. If the merger or consolidation is approved pursuant to the provisions
of Section 1073 or 1083 of this title, each constituent corporation, either
before the effective date of the merger or consolidation or within ten (10)
days thereafter, shall notify each of the holders of any class or series of
stock of such constituent corporation who are entitled to appraisal rights
of the approval of the merger or consolidation and that appraisal rights
are available for any or all of the shares of the class or series of stock
of the constituent corporation, and shall include in such notice a copy of
this section; provided, if the notice is given on or after the effective
date of the merger or consolidation, the notice shall be given by the
surviving or resulting corporation to all the holders of any class or
series of stock of a constituent corporation that are entitled to appraisal
rights. The notice may, and, if given on or after the effective date of the
merger or consolidation, shall, also notify the shareholders of the
effective date of the merger or consolidation. Any shareholder entitled to
appraisal rights may, within twenty (20) days after the date of mailing of
the notice, demand in writing from the surviving or resulting corporation
the appraisal of the holder's shares. The demand will be sufficient if it
reasonably informs the corporation of the identity of

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the shareholder and that the shareholder intends to demand the appraisal of
the holder's shares. If the notice does not notify shareholders of the
effective date of the merger or consolidation either:

a. Each constituent corporation shall send a second notice before
the effective date of the merger or consolidation notifying each
of the holders of any class or series of stock of the constituent
corporation that are entitled to appraisal rights of the
effective date of the merger or consolidation, or

b. The surviving or resulting corporation shall send a second notice
to all holders on or within ten (10) days after the effective
date of the merger or consolidation; provided, however, that if
the second notice is sent more than twenty (20) days following
the mailing of the first notice, the second notice need only be
sent to each shareholder who is entitled to appraisal rights and
who has demanded appraisal of the holder's shares in accordance
with this subsection. An affidavit of the secretary or assistant
secretary or of the transfer agent of the corporation that is
required to give either notice that the notice has been given
shall, in the absence of fraud, be prima facie evidence of the
facts stated therein. For purposes of determining the
shareholders entitled to receive either notice, each constituent
corporation may fix, in advance, a record date that shall be not
more than ten (10) days prior to the date the notice is given;
provided, if the notice is given on or after the effective date
of the merger or consolidation, the record date shall be the
effective date. If no record date is fixed and the notice is
given prior to the effective date, the record date shall be the
close of business on the day next preceding the day on which the
notice is given.

E.Within one hundred twenty (120) days after the effective date of the merger
or consolidation, the surviving or resulting corporation or any shareholder who
has complied with the provisions of subsections A and D of this section and who
is otherwise entitled to appraisal rights, may file a petition in district
court demanding a determination of the value of the stock of all such
shareholders; provided, however, at any time within sixty (60) days after the
effective date of the merger or consolidation, any shareholder shall have the
right to withdraw the demand of the shareholder for appraisal and to accept the
terms offered upon the merger or consolidation. Within one hundred twenty (120)
days after the effective date of the merger or consolidation, any shareholder
who has complied with the requirements of subsection A and D of this section,
upon written request, shall be entitled to receive from the corporation
surviving the merger or resulting from the consolidation a statement setting
forth the aggregate number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal have been
received and the aggregate number of holders of the shares. The written
statement shall be mailed to the shareholder within (10) days after the
shareholder's written request for such a statement is received by the surviving
or resulting corporation or within ten (10) days after expiration of the period
for delivery of demands for appraisal pursuant to the provisions of subsection
D of this section, whichever is later.

F.Upon the filing of any such petition by a shareholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which,
within twenty (20) days after service, shall file in the office of the court
clerk of the district court in which the petition was filed, a duly verified
list containing the names and addresses of all shareholders who have demanded
payment for their shares and with whom agreements regarding the value of their
shares have not been reached by the surviving or resulting corporation. If the
petition shall be filed by the surviving or resulting corporation, the petition
shall be accompanied by such a duly verified list. The court clerk, if so
ordered by the court, shall give notice of the time and place fixed for the
hearing on the petition by registered or certified mail to the surviving or
resulting corporation and to the shareholders shown on the list at the
addresses therein stated. Notice shall also be given by one or more
publications at least one (1) week before the day of the hearing, in a
newspaper of general circulation published in the City of Oklahoma City,
Oklahoma, or such other publication as the court deems advisable. The forms of
the notices by mail and by publication shall be approved by the court, and the
costs thereof shall be borne by the surviving or resulting corporation.

G.At the hearing on the petition, the court shall determine the shareholders
who have complied with the provisions of this section and who have become
entitled to appraisal rights. The court may require the

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shareholders who have demanded an appraisal of their shares and who hold stock
represented by certificates to submit their certificates of stock to the court
clerk for notation thereon of the pendency of the appraisal proceedings; and if
any shareholder fails to comply with this direction, the court may dismiss the
proceedings as to that shareholder.

H.After determining the shareholders entitled to an appraisal, the court shall
appraise the shares, determining their fair value exclusive of any element of
value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining the fair value, the
court shall take into account all relevant factors. In determining the fair
rate of interest, the court may consider all relevant factors, including the
rate of interest which the surviving or resulting corporation would have to pay
to borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any shareholder entitled to
participate in the appraisal proceeding, the court may, in its discretion,
permit discovery or other pretrial proceedings and may proceed to trial upon
the appraisal prior to the final determination of the shareholder entitled to
an appraisal. Any shareholder whose name appears on the list filed by the
surviving or resulting corporation pursuant to the provisions of subsection F
of this section and who has submitted the certificates of stock of the
shareholder to the court clerk, if required, may participate fully in all
proceedings until it is finally determined that the shareholder is not entitled
to appraisal rights pursuant to the provisions of this section.

I.The court shall direct the payment of the fair value of the shares, together
with interest, if any, by the surviving or resulting corporation to the
shareholders entitled thereto. Interest may be simple or compound, as the court
may direct. Payment shall be made to each shareholder, in the case of holders
of uncertificated stock immediately, and in the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing the stock. The court's decree may be enforced as
other decrees in the district court may be enforced, whether the surviving or
resulting corporation be a corporation of this state or of any other state.

J.The costs of the proceeding may be determined by the court and taxed upon the
parties as the court deems equitable in the circumstances. Upon application of
a shareholder, the court may order all or a portion of the expenses incurred by
any shareholder in connection with the appraisal proceeding, including, without
limitation, reasonable attorney's fees and the fees and expenses of experts, to
be charged pro rata against the value of all of the shares entitled to an
appraisal.

K.From and after the effective date of the merger or consolidation, no
shareholder who has demanded appraisal rights as provided for in subsection D
of this section shall be entitled to vote the stock for any purpose or to
receive payment of dividends or other distributions on the stock, except
dividends or other distributions payable to shareholders of record at a date
which is prior to the effective date of the merger or consolidation; provided,
however, that if no petition for an appraisal shall be filed within the time
provided for in subsection E of this section, or if the shareholder shall
deliver to the surviving or resulting corporation a written withdrawal of the
shareholder's demand for an appraisal and an acceptance of the merger or
consolidation, either within sixty (60) days after the effective date of the
merger or consolidation as provided for in subsection E of this section or
thereafter with the written approval of the corporation, then the right of such
shareholder to an appraisal shall cease; provided further, no appraisal
proceeding in the district court shall be dismissed as to any shareholder
without the approval of the court, and approval may be conditioned upon terms
as the court deems just.

L.The shares of the surviving or resulting corporation into which the shares of
any objecting shareholders would have been converted had they assented to the
merger or consolidation shall have the status of authorized and unissued shares
of the surviving or resulting corporation.

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