AMERIBANK CORP, SC 13E3/A, 1997-06-09

AMERIBANK CORP
SC 13E3/A, 1997-06-09
STATE COMMERCIAL BANKS

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Rule 13e-3 Transaction Statement

(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)

Amendment No. 3

United Oklahoma Bankshares, Inc.
- --------------------------------------------------------------------------------
(Name of the Issuer)

United Oklahoma Bankshares, Inc.
Ameribank Corporation
- --------------------------------------------------------------------------------
(Name of Persons Filing Statement)

Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)

911266-10-4
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)

George N. Cook, Jr. D. Wesley Schubert
United Oklahoma Bankshares, Inc. Ameribank Corporation
4600 S.E. 29th Street 201 N. Broadway
Del City, Oklahoma 73115 Shawnee, Oklahoma 74802
(405) 677-8711 (405) 273-5000

With a copy to:

N. Martin Stringer, Esq.
McKinney, Stringer & Webster, P.C.
101 N. Broadway, Suite 800
Oklahoma City, Oklahoma 73102
(405) 239-6444

(Name, Address and Telephone Number of Persons Authorized to
Receive Notice and Communications on Behalf of Person Filing Statement)

This statement is filed in connection with (check the appropriate box):

<PAGE> 2

a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14(b)-1], Regulation
14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [Section
240.13e(c)] under the Securities Exchange Act of 1934.

b. [ ] The filing of a registration statement under the Securities Act
of 1933.

c. [ ] A tender offer.

d. [ ] None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X].

Calculation of Filing Fee

Transaction Valuation: $1,700,000.00* Amount of Filing Fee: $340.00**

* Based upon 972,739 shares of common stock, par value $1.00 per share, of
United Oklahoma Bankshares, Inc. (the "Common Stock"), to be converted into the
right to receive $0.776901 (rounded to the nearest $0.01) in cash per share and
16,183 shares of 9% cumulative non-voting preferred stock, par value $30.00 per
share, of United Oklahoma Bankshares, Inc. (the "Preferred Stock"), to be
converted into the right to receive $58.35 in cash per share. **The amount of
the filing fee, calculated in accordance with Regulation 240.0-11 of the
Securities Exchange Act of 1934, equals 1/50th of one percent of the
transaction value.

[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount Previously Paid: $______________.

Form or Registration No.: ______________.

Filing Party: ______________.

Date Filed: ______________.

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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.

(a) The Name of the Issuer of the class of equity security which is the
subject of the Rule 13e-3 transaction is United Oklahoma Bankshares, Inc.
("United" or the "Company") and the address of its principal executive offices
is 4600 S.E. 29th Street, Del City, Oklahoma 73115. All cross references in
this Rule 13e-3 Transaction Statement (the "Statement") refer to captions in
the Proxy Statement (the "Proxy Statement") filed concurrently herewith with
the Securities and Exchange Commission (the "Commission") in anticipation of
the completion of a merger pursuant to which the Company will be merged into
Ameribank Corporation ("Ameribank") and Ameribank will be the surviving entity
(the "Merger").

(b) The relevant information set forth on the Front and Cover Page of the
Proxy Statement and under the caption "DESCRIPTION OF CAPITAL STOCK OF THE
COMPANY" is incorporated herein by reference pursuant to Instruction D of
Schedule 13E-3.

(c) The relevant information set forth under the caption "DESCRIPTION OF
CAPITAL STOCK OF THE COMPANY -- Recent Market Prices" is incorporated herein by
reference pursuant to Instruction D of Schedule 13E-3.

(d) The relevant information set forth under the captions "SUMMARY --
Dividends" and "DESCRIPTION OF CAPITAL STOCK OF THE COMPANY -- Dividends" is
incorporated herein by reference pursuant to Instruction D of Schedule 13E-3.

(e) Not Applicable.

(f) The relevant information set forth under the caption "BENEFICIAL
OWNERSHIP OF SHARES -- Certain Transactions in Common Stock and Preferred
Stock" is incorporated herein by reference pursuant to Instruction D of
Schedule 13E-3.

ITEM 2. IDENTITY AND BACKGROUND.

(a) - (d); (g) This Statement is being filed by Ameribank and United (the
last being the issuer of the subject security). The relevant information set
forth on the Cover Page of the Proxy Statement; the Notice of Special Meeting
of Shareholders; and set forth under the captions "INTRODUCTION --Matters to be
Considered at the Meeting;" "CERTAIN INFORMATION REGARDING AMERIBANK;" and
"BUSINESS OF THE COMPANY" is incorporated herein by reference pursuant to
Instruction D of Schedule 13E-3.

(e) and (f) Neither Ameribank nor United, nor to the best of their
knowledge, other persons with respect to whom information is provided in
response to this Item has been, during the past five years, (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining further violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.

(a) (1) The relevant information set forth under the caption "BUSINESS OF
THE COMPANY -- Transactions with Affiliates" is incorporated herein by
reference pursuant to Instruction D of Schedule 13E-3.

(a) (2) and (b) The relevant information set forth under the captions
"SUMMARY -- The Merger, -- Recommendation of the Board of Directors and the
Special Committee, -- Opinion of Financial Advisor, and -- Fairness of the
Transaction;" "SPECIAL FACTORS -- Background of the Merger, -- Appointment of
and Deliberations by the Special Committee, -- Proceedings of the Board and
Recommendation of the Special Committee, -- Fairness of the Transaction, --
Opinion of Financial Advisor, -- Structure and Purpose of the Merger, --
Certain Effects of the Merger, -- Interests of Certain Persons in the Merger;
Conflicts of Interest, and -- Financing of the Merger;" "THE MERGER;" and
"ANNEX A" is incorporated herein by reference pursuant to Instruction D of
Schedule 13E-3.

ITEM 4. TERMS OF THE TRANSACTION.

(a) The relevant information set forth under the captions "SUMMARY -- The
Merger, -- Financing of the Merger, -- Conditions to the Merger;" "SPECIAL
FACTORS -- Background of the Merger, -- Structure and Purpose of the Merger; --
Financing of the Merger;" "THE MERGER" and "ANNEX A" is incorporated herein by
reference pursuant to Instruction D of Schedule 13E-3.

(b) The relevant information set forth under the captions "Notice of
Special Meeting of Shareholders;" "INTRODUCTION -- Matters to be Considered at
the Meeting;" "SUMMARY -- The Merger;" "THE MERGER" and "ANNEX A" is
incorporated herein by reference pursuant to Instruction D of Schedule 13E-3.

ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

(a) - (e) The relevant information set forth under the captions
"INTRODUCTION -- Matters to be Considered at the Meeting;" "SUMMARY -- The
Merger;" "SPECIAL FACTORS -- Background of the Merger, -- Structure and Purpose
of the Merger, -- Certain Effects of the Merger;" "THE MERGER --General, --
Conditions to the Merger; Waiver;" and "CERTAIN INFORMATION REGARDING
AMERIBANK" is incorporated herein by reference pursuant to Instruction D of
Schedule 13E-3.

(f) - (g) The relevant information set forth under the captions "SPECIAL
FACTORS -- Structure and Purpose of the Merger, -- Certain Effects of the
Merger;" and "BENEFICIAL OWNERSHIP OF SHARES -- Current Information: Delisting
and Deregistration" is incorporated herein by reference pursuant to Instruction
D of Schedule 13E-3.

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ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a) The relevant information set forth under the captions "SUMMARY --
Financing of the Merger" and "SPECIAL FACTORS -- Financing of the Merger" is
incorporated herein by reference pursuant to Instruction D of Schedule 13E-3.

(b) The relevant information set forth under the captions "SUMMARY --
Financing of the Merger, -- Expenses of the Merger;" "SPECIAL FACTORS --
Financing of the Merger, -- Expenses of the Merger;" and "THE MERGER -- Certain
Covenants of the Company and Ameribank" is incorporated herein by reference
pursuant to Instruction D of Schedule 13E-3.

(c) The relevant information set forth under the caption "SUMMARY --
Financing of the Merger;" "SPECIAL FACTORS -- Financing of the Merger" is
incorporated herein by reference pursuant to Instruction D of Schedule 13E-3.

(d) Not Applicable.

ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.

(a) - (c) The relevant information set forth under the captions "SUMMARY
- -- Background of the Merger, -- Recommendation of Board of Directors and the
Special Committee, -- Fairness of the Transaction;" "SPECIAL FACTORS --
Proceedings of the Board and Recommendation of the Special Committee, --
Fairness of the Transaction, -- Structure and Purpose of the Merger, --
Alternatives to the Merger, and -- Certain Effects of the Merger" is
incorporated herein by reference pursuant to Instruction D of Schedule 13E-3.

(d) The relevant information set forth under the captions "SUMMARY --
Federal Income Tax Consequences;" "SPECIAL FACTORS -- Background of the Merger,
- -- Structure and Purpose of the Merger, -- Certain Effects of the Merger, and
- -- Certain Federal Income Tax Consequences of the Merger;" and "THE MERGER" is
incorporated herein by reference pursuant to Instruction D of Schedule 13E-3.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a) The relevant information set forth under the captions "SUMMARY --
Recommendation of the Board of Directors and the Special Committee, -- Opinion
of the Financial Advisor, -- Fairness of the Transaction; -- Interest of
Certain Persons in the Merger; Conflicts of Interest;" and "SPECIAL FACTORS --
Appointment of and Deliberations by the Special Committee, -- Proceedings of
the Board and Recommendation of the Special Committee, -- Fairness of the
Transaction, -- Opinion of Financial Advisor -- Structure and Purpose of the
Merger, and -- Interests of Certain Persons in the Merger; Conflicts of
Interest" is incorporated herein by reference pursuant to Instruction D of
Schedule 13E-3.

(b) The relevant information set forth under the captions "SPECIAL FACTORS
- -- Appointment of and Deliberations by the Special Committee, -- Proceedings of
the Board and Recommendation of the Special Committee, -- Fairness of the
Transaction and -- Opinion of

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Financial Advisor" is incorporated herein by reference pursuant to Instruction
D of Schedule 13E-3.

(c) The relevant information set forth under the captions "SUMMARY --
Required Vote" and "THE MERGER -- Required Vote" is incorporated herein by
reference pursuant to Instruction D of Schedule 13E-3.

(d) The relevant information set forth under the captions "SPECIAL FACTORS
- -- Appointment of and Deliberations by the Special Committee, -- Proceedings of
the Board and Recommendation of the Special Committee, -- Fairness of the
Transaction and -- Opinion of Financial Advisor" is incorporated herein by
reference pursuant to Instruction D of Schedule 13E-3.

(e) The relevant information set forth under the caption "SPECIAL FACTORS
- -- Appointment of and Deliberations by the Special Committee, -- Proceedings of
the Board and Recommendation of the Special Committee, -- Fairness of the
Transaction" is incorporated herein by reference pursuant to Instruction D of
Schedule 13E-3.

(f) Not Applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

(a) The relevant information set forth under the captions "SUMMARY --
Opinion of Financial Advisor;" "SPECIAL FACTORS -- Appointment of and
Deliberations by the Special Committee, -- Proceedings of the Board and
Recommendation of the Special Committee, -- Fairness of the Transaction, and --
Opinion of Financial Advisor" is incorporated herein by reference pursuant to
Instruction D of Schedule 13E-3.

(b) The relevant information set forth under the caption "SUMMARY --
Recommendation of Board of Directors and the Special Committee; -- Opinion of
Financial Advisor;" "SPECIAL FACTORS -- Appointment of and Deliberations by the
Special Committee, -- Proceedings of the Board and Recommendation of the
Special Committee, -- Fairness of the Transaction, and -- Opinion of Financial
Advisor" is incorporated herein by reference pursuant to Instruction D of
Schedule 13E-3.

(c)(1) The opinion of George K. Baum & Company, dated October 25, 1996, is
attached as Annex C to the Proxy Statement and the Supplemental Letter of
George K. Baum & Company, dated January 23, 1997 attached as "ANNEX D" to the
Proxy Statement are incorporated herein by reference pursuant to Instruction D
of Schedule 13E-3.

(2) The Market Value Appraisal of United Bank, Del City, as of March 31,
1996 by GRA, Petty & Company, Inc. , the Market Value Appraisal of United Bank,
Del City, as of June 30, 1995 by GRA, Petty & Company, Inc. , the Appraisal of
Bank Tower dated August 31, 1996 by R.W. Finley & Co., Inc. are available for
inspection and copying at the principal executive offices of the Company during
its regular business hours by any interested equity security holder of the
issuer or his representative who has been so designated in writing.

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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.

(a) The relevant information set forth under the caption "BENEFICIAL
OWNERSHIP OF SHARES -- Beneficial Ownership" is incorporated herein by
reference pursuant to Instruction D of Schedule 13E-3.

(b) The relevant information set forth under the caption "BENEFICIAL
OWNERSHIP OF SHARES -- Certain Transactions in Common Stock and Preferred
Stock" is incorporated herein by reference pursuant to Instruction D of
Schedule 13E-3.

ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.

The relevant information set forth under the captions "SUMMARY -- The
Merger, -- Required Vote, -- Recommendation of Board of Directors and the
Special Committee, -- Fairness of the Transaction;" "SPECIAL FACTORS --
Appointment of and Deliberations by the Special Committee, -- Proceedings of
the Board and Recommendation of the Special Committee, -- Fairness of the
Transaction;" "THE MERGER -- General, -- Required Vote, -- Conditions to the
Merger; Waiver, -- Certain Covenants of the Company and Ameribank and "ANNEX A"
is incorporated herein by reference pursuant to Instruction D of Schedule
13E-3.

ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.

(a) and (b) The relevant information set forth under the captions
"INTRODUCTION -- Voting at the Meeting -- Proxies;" "SUMMARY -- The Merger, --
Required Vote, -- Recommendation of the Board of Directors and the Special
Committee, -- Fairness of the Transaction;" "SPECIAL FACTORS -- Appointment of
and Deliberations by the Special Committee, -- Proceedings of the Board and
Recommendation of the Special Committee, -- Fairness of the Transaction, --
Structure and Purpose of the Merger;" and "THE MERGER -- Required Vote" is
incorporated herein by reference pursuant to Instruction D of Schedule 13E-3.

ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.

(a) The relevant information set forth under the captions "INTRODUCTION --
Appraisal Rights;" "SUMMARY -- Appraisal Rights;" "SPECIAL FACTORS -- Appraisal
Rights;" and "ANNEX B" is incorporated herein by reference pursuant to
Instruction D of Schedule 13E-3.

(b) Not Applicable.

ITEM 14. FINANCIAL INFORMATION.

(a) The relevant information set forth under the captions "INFORMATION
INCORPORATED BY REFERENCE;" "SUMMARY -- Selected Consolidated Financial Data;"

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<PAGE> 8

and "BUSINESS OF THE COMPANY -- Selected Consolidation Financial Data" is
incorporated herein by reference pursuant to Instruction D of Schedule 13E-3.

(b) The relevant information set forth under the caption "INFORMATION
INCORPORATED BY REFERENCE" is incorporated herein by reference pursuant to
Instruction D of Schedule 13E-3.

ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.

(a) The relevant information set forth under the caption "CERTAIN
INFORMATION REGARDING AMERIBANK" and "BENEFICIAL OWNERSHIP OF SHARES -- Proxy
Solicitation" is incorporated herein by reference pursuant to Instruction D of
Schedule 13E-3.

(b) Not applicable.

ITEM 16. ADDITIONAL INFORMATION

The information contained in the Proxy Statement, including the
Information Incorporated by Reference and the Annexes attached thereto, filed
concurrently herewith with the Commission in connection with this Statement is
incorporated herein by reference pursuant to Instruction D of Schedule 13E-3 in
its entirety.

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS

<TABLE>
<S> <C>
Ex - 99(a) Promissory Note and Agreement, dated as of May 15, 1996, between
Ameribank Corporation, Shawnee, American National Bank & Trust
Company of Shawnee and Boatmen's First National Bank of Kansas
City.

Ex - 19(b)(1) Opinion of George K. Baum & Company, dated October 25, 1996.

Ex - 19(b)(2) Supplemental Letter of George K. Baum & Company, dated January
23, 1997.

Ex - 99(b)(3) Market Value Appraisal of United Bank, Del City, as of March 31,
1996 by GRA, Petty & Company, Inc.

Ex - 99(b)(4) Appraisal of Bank Tower dated August 31, 1996 by R.W. Finley &
Co., Inc.

Ex - 99(b)(5) Market Value Appraisal of United Bank, Del City, as of June 30,
1995 by GRA, Petty & Company, Inc.

Ex - 99(b)(6) Consent Letter from George K. Baum & Company dated April 15,
1997.

Ex - 99(b)(7) Consent Letter from R.W. Finley & Co., Inc. dated April 17, 1997.
</TABLE>

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<TABLE>
<S> <C>
Ex - 99(b)(8) Consent Letter from GRA, Petty & Company, Inc. dated April 17,
1997.

Ex - 2(c)(1) Agreement and Plan of Merger, dated as of December 3, 1996,
between Ameribank Corporation and United Oklahoma Bankshares,
Inc., (the "Merger Agreement"), is incorporated by reference to
Annex A to the Proxy Statement attached as Exhibit (d) hereto.

Ex - 2(c)(2) First Amendment to Agreement and Plan of Merger, dated March 5,
1997 between Ameribank Corporation and United Oklahoma
Bankshares, Inc., is incorporated by reference to Annex A to the
Proxy Statement attached as Exhibit (d) hereto.

Ex - 2(c)(3) Second Amendment to Agreement and Plan of Merger, dated April
24, 1997 between Ameribank Corporation and United Oklahoma
Bankshares, Inc., is incorporated by reference to Annex A to the
Proxy Statement attached as Exhibit (d) hereto.

Ex. - 4(c)(3) Stock Purchase Agreement dated November 3, 1996; Shareholders'
Agreement; Voting Trust Agreement

Ex. - 4(c)(4) Addendum to the Stock Purchase Agreement dated January 27, 1997.

Ex. - 4(c)(5) Stock Purchase Agreements dated May 31, 1996.

Ex. - 4(c)(6) Stock Purchase Agreements dated June 6, 1996.

Ex - 4(c)(7) Stock Purchase Agreement dated October 2, 1995.

Ex - 4(c)(8) Stock Purchase Agreement dated September 29, 1995.

Ex - 99(c)(9) Letter from Ameribank's counsel dated January 16, 1967.

Ex - 20(d)(1) Proxy Statement of the Company in connection with the Special
Meeting of Shareholders, including Annexes thereto.

Ex - 13(d)(2) 10-K for year ended December 31, 1996.

Ex - 13(d)(3) 10-K for year ended December 31, 1995.

Ex - 13(d)(4) 10-K for year ended December 31, 1994.

Ex - 13(d)(5) 10-K for year ended December 31, 1993

Ex - 13(d)(6) 10-Q for quarter ended March 31, 1997.

Ex - 13(d)(7) 10-Q for quarter ended September 30, 1996.

Ex - 99(d)(8) 8-K filed with Commission on December 12, 1996
</TABLE>

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<TABLE>
<S> <C>
Ex - 4(e) The appraisal rights and the procedure for exercising such
appraisal rights under Oklahoma law are described in (1)
"INTRODUCTION" -- Appraisal Rights;" "SUMMARY -- Appraisal
Rights;" and "SPECIAL FACTORS -- Appraisal Rights;" and (2)
Annex B, in each case of the Proxy Statement attached as Exhibit
(d) hereto.

Exhibit (f) Not Applicable
</TABLE>

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CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Schedule 13E-3 Caption in Proxy Statement or
Item Number Notice of Special Meeting
<S> <C> <C>
1. Issuer and Class of Security
Subject to the Transaction

(a) Notice of Special Meeting of
Shareholders; and Front Cover Page
of the Proxy Statement.

(b) Front and Cover Page of the Proxy
Statement; "DESCRIPTION OF CAPITAL
STOCK OF THE COMPANY."

(d) "SUMMARY -- Dividends" and
"DESCRIPTION OF CAPITAL STOCK OF THE
COMPANY -- Dividends."

(e) Not Applicable.

(f) "BENEFICIAL OWNERSHIP OF SHARES --
Certain Transactions in Common Stock
and Preferred Stock."

2. Identity and Background This Statement is being filed by the
Company (the issuer of the subject
security) and Ameribank the holder
of approximately 61.58% of the
Common Stock and approximately
88.85% of the Preferred Stock of the
Company. Each of the above are
affiliated and none of the above are
natural persons.

(a) - (d); (g) Cover Page of Proxy Statement;
Notice of Special Meeting of
Shareholders; "INTRODUCTION --
Matters to be Considered at the
Meeting;" "CERTAIN INFORMATION
REGARDING AMERIBANK;" and "BUSINESS
OF THE COMPANY."
</TABLE>

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<TABLE>
<S> <C> <C>
(e) - (f) Neither United nor Ameribank, nor to
the best of their knowledge, other
persons with respect to whom
information is required to be
provided in response to this Item,
during the past five years, has been
(i) convicted in a criminal
proceeding (excluding traffic
violations or similar misdemeanors);
or (ii) a party to a civil
proceeding of a judicial or
administrative body of competent
jurisdiction and as a result of such
proceeding was or is subject to a
judgment, decree or final order
enjoining further violations of, or
prohibiting activities subject to,
federal or state securities laws or
finding any violation with respect
to such laws.

3. Past Contacts,
Transactions or
Negotiations

(a) (1) "BUSINESS OF THE COMPANY --
Transactions with Affiliates."

(a) (2); (b) "SUMMARY -- The Merger, --
Recommendation of the Board of
Directors and the Special Committee,
-- Opinion of Financial Advisor, and
-- Fairness of the Transaction;"
"SPECIAL FACTORS -- Background of
the Merger, -- Appointment of and
Deliberations by the Special
Committee, -- Proceedings of the
Board and Recommendation of the
Special Committee, -- Fairness of
the Transaction, -- Opinion of
Financial Advisor, -- Structure and
Purpose of the Merger, -- Certain
Effects of the Merger, -- Interests
of Certain Persons in the Merger;
Conflicts of Interest, -- Financing
of the Merger;" "THE MERGER;" and
ANNEX A.

4. Terms of Transaction

(a) "SUMMARY -- The Merger, -- Financing
of the Merger, -- Conditions to the
Merger;" "SPECIAL FACTORS --
Background of the Merger, --
Structure and Purpose of the Merger,
-- Financing of the Merger;" "THE
MERGER;" and ANNEX A.

(b) Notice of Special Meeting of
Shareholders; "INTRODUCTION --
Matters to be Considered at the
Meeting;" "SUMMARY -- The Merger;"
"THE MERGER;" and ANNEX A.
</TABLE>

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<TABLE>
<S> <C> <C>
5. Plans or Proposals of the Issuer
or Affiliate

(a) - (e) "INTRODUCTION -- Matters to be
Considered at the Meeting;" "SUMMARY
-- The Merger;" "SPECIAL FACTORS --
Background of the Merger, --
Structure and Purpose of the Merger,
-- Certain Effects of the Merger;"
"THE MERGER -- General, --
Conditions to the Merger; Waiver;"
and "CERTAIN INFORMATION REGARDING
AMERIBANK."

(f) - (g) "SPECIAL FACTORS -- Structure and
Purpose of the Merger, -- Certain
Effects of the Merger;" and
"BENEFICIAL OWNERSHIP OF SHARES --
Current Information: Delisting and
Deregistration."

6. Source and Amounts of
Funds or Other
Consideration

(a) "SUMMARY -- Financing of the Merger"
and "SPECIAL FACTORS -- Financing of
the Merger."

(b) "SUMMARY -- Financing of the Merger,
-- Expenses of the Merger;" "SPECIAL
FACTORS -- Financing of the Merger
-- Expenses of the Merger;" and "THE
MERGER -- Certain Covenants of the
Company and Ameribank."

(d) Not Applicable.

7. Purpose(s), Alternatives,
Reasons and Effects

(a) - (c) "SUMMARY -- Background of the
Merger, -- Recommendation of Board
of Directors and the Special
Committee, -- Fairness of the
Transaction;" and "SPECIAL FACTORS
-- Proceedings of the Board and
Recommendation of the Special
Committee, -- "Fairness of the
Transaction -- Structure and Purpose
of the Merger, -- Alternatives to
the Merger, -- Certain Effects of
the Merger."
</TABLE>

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<TABLE>
<S> <C> <C>
(d) "SUMMARY -- Federal Income Tax
Consequences;" "SPECIAL FACTORS --
Background of the Merger, --
Structure and Purpose of the Merger,
-- Certain Effects of the Merger, --
Certain Federal Income Tax
Consequences of the Merger;" and
"THE MERGER."

8. Fairness of the Transaction

(a) - (e) "SUMMARY -- Required Vote, --
Recommendation of the Board of
Directors and the Special Committee,
-- Opinion of Financial Advisor, --
Fairness of the Transaction, --
Interests of Certain Persons in the
Merger; Conflicts of Interest;"
"SPECIAL FACTORS -- Appointment of
and Deliberations by the Special
Committee, -- Proceedings of the
Board and Recommendation of the
Special Committee, -- Fairness of
the Transaction, -- Opinion of
Financial Advisor, -- Structure and
Purpose of the Merger, -- Interests
of Certain Persons in the Merger;
Conflicts of Interest;" and THE
MERGER -- Required Vote."

(f) Not Applicable.

9. Reports, Opinions,
Appraisals and Certain
Negotiations

(a) - (b) "SUMMARY -- Opinion of Financial
Advisor;" "SPECIAL FACTORS --
Appointment of and Deliberations by
the Special Committee, --
Proceedings of the Board and
Recommendation of the Special
Committee, -- Fairness of the
Transaction, -- Opinion of Financial
Advisor."

(c) The Opinion of George K. Baum &
Company attached as Annex C to the
Proxy Statement and the Supplemental
Letter of George K. Baum & Company,
dated January 23, 1997, attached as
"ANNEX D" to the Proxy Statement are
incorporated herein by reference
pursuant to Instruction D of
Schedule 13E-3.

10. Interest in Securities of the
Issuer

(a) "BENEFICIAL OWNERSHIP OF SHARES --
Beneficial Ownership."
</TABLE>

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<TABLE>
<S> <C> <C>
(b) "BENEFICIAL OWNERSHIP OF SHARES --
Certain Transactions in Common Stock
and Preferred Stock."

11. Contracts, Arrangements or "SUMMARY -- The Merger, -- Required
Understandings with Respect to the Vote, -- Recommendation of Board of
Issuer's Securities Directors and the Special Committee,
-- Fairness of the Transaction;"
"SPECIAL FACTORS -- Appointment of
and Deliberations by the Special
Committee, -- Proceedings of the
Board and Recommendation of the
Special Committee, -- Fairness of
the Transaction;" "THE MERGER --
General, -- Required Vote; --
Conditions to the Merger; Waiver; --
Certain Covenants of the Company and
Ameribank;" and ANNEX A.

12. Present Intention and
Recommendation of Certain Persons
with Regard to the Transaction

(a) - (b) "INTRODUCTION -- Voting at the
Meeting, -- Proxies;" "SUMMARY --
The Merger, -- Required Vote, --
Recommendation of Board of Directors
and the Special Committee, --
Fairness of the Transaction;"
"SPECIAL FACTORS -- Appointment of
and Deliberations by the Special
Committee, -- Proceedings of the
Board and Recommendation of the
Special Committee, -- Fairness of
the Transaction, -- Structure and
Purpose of the Merger;" and "THE
MERGER -- Required Vote."

13. Other Provisions of the Transaction

(a) "INTRODUCTION -- Appraisal Rights;"
"SUMMARY -- Appraisal Rights;"
"SPECIAL FACTORS -- Appraisal
Rights;" and ANNEX B.

(b) Not Applicable.

15
<PAGE> 16

<TABLE>
<S> <C> <C>
14. Financial Statements

(a) "INFORMATION INCORPORATED BY
REFERENCE;" "SUMMARY -- Selected
Consolidated Financial Data;" and
BUSINESS OF THE COMPANY -- Selected
Consolidated Financial Data."

(b) "INFORMATION INCORPORATED BY
REFERENCE."

15. Persons and Assets Employed,
Retained or Utilized

(a) "CERTAIN INFORMATION REGARDING
AMERIBANK;" and "BENEFICIAL
OWNERSHIP OF SHARES -- Proxy
Solicitation."
(b) Not Applicable.
</TABLE>

ITEM 16. ADDITIONAL INFORMATION.

The Proxy Statement, including the Information Incorporated by Reference
in and the Annexes attached thereto, is hereby incorporated by reference in its
entirety.

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.

Ex - 19(b)(1) Opinion of George K. Baum & Company, dated October 25, 1996.

Ex - 19(b)(2) Supplemental Letter of George K. Baum & Company, dated January
23, 1997.

Ex - 99(b)(3) Market Value Appraisal of United Bank, Del City, as of March 31,
1996 by GRA, Petty & Company, Inc.

Ex - 99(b)(4) Market Value Appraisal of United Bank, Del City, as of June 30,
1995 by GRA, Petty & Company, Inc.
</TABLE>

16
<PAGE> 17

<TABLE>
<S> <C>
Ex - 99(b)(5) Appraisal of Bank Tower dated August 31, 1996 by R.W. Finley &
Co., Inc.

Ex - 99(b)(6) Consent Letter from George K. Baum & Company dated April 15,
1997.

Ex - 99(b)(7) Consent Letter from R.W. Finley & Co., Inc. dated April 17, 1997.

Ex - 99(b)(8) Consent Letter from GRA, Petty & Company, Inc. dated April 17,
1997.

Ex. - 4(c)(3) Stock Purchase Agreement dated November 3, 1996; Shareholders'
Agreement; Voting Trust Agreement

Ex. - 4(c)(4) Addendum to the Stock Purchase Agreement dated January 27, 1997.

Ex. - 4(c)(5) Stock Purchase Agreements dated May 31, 1996.

Ex. - 4(c)(6) Stock Purchase Agreements dated June 6, 1996.

Ex - 4(c)(7) Stock Purchase Agreement dated October 2, 1995.

Ex - 4(c)(8) Stock Purchase Agreement dated September 29, 1995.

Ex. - 99(c)(9) Letter from Ameribank's counsel dated January 16, 1967.

Ex - 20(d)(1) Proxy Statement of the Company in connection with the Special
Meeting of Shareholders, including Annexes thereto.

Ex - 13(d)(2) 10-K for year ended December 31, 1996.

Ex 13(d)(3) 10-K for year ended December 31, 1995.
</TABLE>

17
<PAGE> 18

<TABLE>
<S> <C>
Ex - 13(d)(4) 10-K for year ended December 31, 1994.

Ex - 13(d)(5) 10-K for year ended December 31, 1993

Ex - 13(d)(6) 10-Q for quarter ended March 31, 1997.

Ex - 13(d)(7) 10-Q for quarter ended September 30, 1996.

Ex - 99(d)(8) 8-K filed with Commission on December 12, 1996

Ex - 4(e) The appraisal rights and the procedure for exercising such
appraisal rights under Oklahoma law are described in (1)
"INTRODUCTION" -- Appraisal Rights;" "SUMMARY -- Appraisal
Rights;" and "SPECIAL FACTORS -- Appraisal Rights;" and (2)
Annex B, in each case of the Proxy Statement attached as Exhibit
(d) hereto.

Exhibit (f) Not Applicable
</TABLE>

18
<PAGE> 19

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

<TABLE>
<S> <C>
June 6, 1997 June 6, 1997
- ---------------------------------- ----------------------------------
(Date) (Date)

/s/ D. WESLEY SCHUBERT /s/ GEORGE N. COOK, JR.
- ---------------------------------- ----------------------------------
(Signature) (Signature)

Name: D. Wesley Schubert Name: George N. Cook, Jr.
Title: Vice President, Ameribank Title: Chairman, United Oklahoma
Corporation Bankshares, Inc.

June 6, 1997 June 6, 1997
- ---------------------------------- ----------------------------------
(Date) (Date)

/s/ D. WESLEY SCHUBERT /s/ GEORGE N. COOK, JR.
- ---------------------------------- ----------------------------------
D. Wesley Schubert (Signature) George N. Cook, Jr. (Signature)

June 6, 1997
- ----------------------------------
(Date)

/s/ DONA B. ADCOCK
- ----------------------------------
Dona B. Adcock (Signature)

</TABLE>

19
<PAGE> 20
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
Ex. - 99(a) Promissory Note and Agreement, dated as of May 15, 1996, between
Ameribank Corporation, Shawnee, American National Bank & Trust
Company of Shawnee and Boatmen's First National Bank of Kansas
City.

Ex. - 19(b)(1) Opinion of George K. Baum & Company, dated October 25, 1996.

Ex. - 19(b)(2) Supplemental Letter of George K. Baum & Company, dated January
23, 1997.

Ex. - 99(b)(3) Market Value Appraisal of United Bank, Del City, as of March 31,
1996 by GRA, Petty & Company, Inc.

Ex. - 99(b)(4) Market Value Appraisal of United Bank, Del City, as of June 30,
1995 by GRA, Petty & Company, Inc.

Ex. - 99(b)(5) Appraisal of Bank Tower dated August 31, 1996 by R.W. Finley &
Co., Inc.

Ex. - 99(b)(6) Consent Letter from George K. Baum & Company dated April 15,
1997.

Ex. - 99(b)(7) Consent Letter from R.W. Finley & Co., Inc. dated April 17, 1997.

Ex. - 99(b)(8) Consent Letter from GRA, Petty & Company, Inc. dated April 17,
1997.

Ex. - 2(c)(1) Agreement and Plan of Merger, dated as of December 3, 1996,
between Ameribank Corporation and United Oklahoma Bankshares,
Inc., (the "Merger Agreement"), is incorporated by reference to
Annex A to the Proxy Statement attached as Exhibit (d) hereto.

Ex. - 2(c)(2) First Amendment to Agreement and Plan of Merger, dated March 5,
1997 between Ameribank Corporation and United Oklahoma
Bankshares, Inc., is incorporated by reference to Annex A to the
Proxy Statement attached as Exhibit (d) hereto.

Ex. - 2(c)(3) Second Amendment to Agreement and Plan of Merger, dated April
24, 1997 between Ameribank Corporation and United Oklahoma
Bankshares, Inc., is incorporated by reference to Annex A to the
Proxy Statement attached as Exhibit (d) hereto.

Ex. - 4(c)(3) Stock Purchase Agreement dated November 3, 1996; Shareholders'
Agreement; Voting Trust Agreement

Ex. - 4(c)(4) Addendum to the Stock Purchase Agreement dated January 27, 1997.

Ex. - 4(c)(5) Stock Purchase Agreements dated May 31, 1996.

Ex. - 4(c)(6) Stock Purchase Agreements dated June 6, 1996.

Ex - 4(c)(7) Stock Purchase Agreement dated October 2, 1995.

Ex - 4(c)(8) Stock Purchase Agreement dated September 29, 1995.

Ex - 99(c)(9) Letter from Ameribank's counsel dated January 16, 1967.

Ex - 20(d)(1) Proxy Statement of the Company in connection with the Special
Meeting of Shareholders, including Annexes thereto.

Ex - 13(d)(2) 10-K for year ended December 31, 1996.

Ex - 13(d)(3) 10-K for year ended December 31, 1995.

Ex - 13(d)(4) 10-K for year ended December 31, 1994.

Ex - 13(d)(5) 10-K for year ended December 31, 1993

Ex - 13(d)(6) 10-Q for quarter ended March 31, 1997

Ex - 13(d)(7) 10-Q for quarter ended September 30, 1996.

Ex - 99(d)(8) 8-K filed with Commission on December 12, 1996

Exhibit (f) Not Applicable
</TABLE>

<PAGE> 1
-17-

EXHIBIT 99(a)

PROMISSORY NOTE
(REVOLVING)

$2,700,000.00

The undersigned ("Borrower") promises to pay to the order of Boatmen's First
National Bank of Kansas City, ("Bank") at Bank's address at 14 West 10th
Street, Kansas City, Missouri, 64105, or such other address as the holder
hereof may designate, the principal sum of Two Million Seven Hundred Thousand
and no/100 Dollars ($2,700,000) ("Credit Limit"), or so much thereof as has
been advanced by Bank and is outstanding, plus interest thereon as required
below. Interest shall accrue on the outstanding principal balance of this Note
at the rate specified by the checked block below (unchecked blocks do not
apply):

[ ] _______________________ percent (______$) per annum.

[ ] The Reference Rate described below which may change, without
notice, from time to time.

[ X ] That rate per annum which is 050/1000 (0.050) percentage
points LESS THAN the Reference Rate described below. Such
rate shall change, without notice, simultaneously with each
change in the Reference Rate.

After maturity, whether upon the lapse of time or by acceleration, all past due
principal, and interest to the extent permitted by law, shall bear interest
until paid at the same rate as would be applicable if it was before maturity,
plus 3.000%. All interest shall be calculated on the basis of the days
actually elapsed over a year deemed to consist of 360 days.

The "Reference Rate" is the rate described after the check block below:

[ X ] The Corporate Rate ("CBR") as established by Bank from time to
time.

[ ]

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

-----------------------------------------------.

The Reference Rate is not necessarily the lowest rate charged by Bank on its
loans.

Notwithstanding anything to the contrary contained in this Note, the rate of
interest payable under this Note shall not exceed the maximum amount Bank
lawfully may charge. If Bank receives anything of value deemed interest under
applicable law which would exceed the maximum amount of interest permissible
under applicable law, or if application of any variable rate, use of a 360-day
year or any other circumstances, including acceleration, prepayment, or demand,
would cause the effective interest rate under this Note to exceed such maximum
rate, then the interest rate under this Note shall be deemed reduced to such
maximum rate, and the excessive interest shall, at the option of Bank, be
applied to the reduction of the outstanding principal balance under this Note
or refunded to Borrower.
<PAGE> 2
-18-

The entire outstanding principal balance and all accrued interest thereon shall
be due and payable on May 15, 1997 ("Final Maturity").

Until Final Maturity, Borrower shall make payments as follows:

Interest only in QUARTERLY installments, commencing on August 15,
1996, and continuing QUARTERLY thereafter, with the unpaid principal
balance and all interest accrued thereon being due and payable in full
on May 15, 1997.

In the event that the rate of interest payable under this Note increases as a
result of an increase in the Reference Rate to which the interest rate is
linked and such increase causes the amount of interest due and payable on any
scheduled payment date to be in excess of the scheduled payment set forth
above, then, in that event, the amount of interest in excess of the scheduled
payment shall also be due and payable in addition to the scheduled payment.

Until Final Maturity, Bank may in its sole discretion make advances as
requested by Borrower from time to time, including advances that are
reborrowings of principal previously paid by Borrower on this Note; provided
however, that no advances will be made if doing so results in there being a
principal balance outstanding greater than the Credit Limit.

The date and amount of each advance and all receipts of principal and interest
with respect to this Note shall be recorded by Bank in the records it maintains
with respect thereto (Bank's records may, but need not, include the grid record
on the back of this Note). The failure to record, or any error in recording,
any of the foregoing shall not, however, affect the obligations of Borrower
under this Note to repay the entire outstanding principal amount advanced and
all interest accrued thereon. Such record as maintained by Bank shall
constitute prima facie evidence of the amount outstanding under this Note.

This Note is secured by the SECURITY AGREEMENT dated May 15, 1995.

There may be other security and Borrower acknowledges that omitting to list it
here shall not constitute a waiver or abandonment thereof. The holder of this
Note, in addition to any other rights the holder may have, shall have the right
to offset against amounts due under this Note all deposits, funds, securities,
and other property of Borrower in the possession of the holder.

If Borrower does not pay any principal or interest when due hereunder, or if
Borrower or any other party defaults under or otherwise fails to perform or pay
any covenant or obligation in any agreement that secures this Note or has been
executed and delivered to the holder hereof in connection with the indebtedness
evidenced by this Note, the holder hereof may declare all principal and unpaid
accrued interest to be immediately due and payable. Failure to do so at any
time shall not constitute a waiver of the right of the holder hereof to do so
at any other time.

Borrower and all others who are or become parties to this Note, whether as
makers, endorsers, or guarantors, by becoming parties to this Note waive
presentment for payment, notice of dishonor, protest, notice of protest, and
all other notices and lack of diligence in the enforcement of this Note. Every
such party by becoming a party to this Note assents to each and every extension
or postponement of the time of payment or other indulgence by the holder of
this Note, whenever made, and waives notice thereof. Every such party by
becoming a party to this Note further waives any and all defenses which such
party
<PAGE> 3
-19-

may have based on suretyship or impairment of collateral with respect to this
Note.

If this Note is not paid strictly according to its terms, Borrower shall (to
the extent permitted by law) pay all costs of collection, including but not
limited to court costs and attorney's fees and expenses (whether or not there
is litigation), and all costs of the holder hereof incurred in connection with
any proceedings affecting this Note under the United States Bankruptcy Code.

Borrower agrees that it will use the proceeds of this Note for business
purposes (other than agricultural purposes) only, and not for personal, family
or household purposes.

This Note shall be governed by the law of the state of Bank's Address without
regard to choice or conflict of laws rules.

IF THERE IS MORE THAN ONE UNDERSIGNED AS BORROWER, ALL REFERENCES HEREIN TO
"BORROWER" REFER TO ALL OF THE UNDERSIGNED AND TO EACH OF THEM, AND THEIR
OBLIGATIONS HEREUNDER ARE JOINT AND SEVERAL.

EXECUTED May 15, 1996

AMERIBANK CORPORATION

By: /s/ D. WESLEY SCHUBERT
---------------------------
Name: D. WESLEY SCHUBERT
Title: Vice-President

Borrower's Notice Address and
Telephone Number:
P.O. BOX 1089
SHAWNEE, OK 74802-1089
Telephone: ______________
<PAGE> 4
-20-

AGREEMENT

This Agreement is made this 15th day of May, 1996, between Ameribank
Corporation, Shawnee, Oklahoma, an Oklahoma Corporation (the "Borrower"), and
American National Bank & Trust Company, of Oklahoma, an Oklahoma Corporation
(the "Subsidiary Bank"), and Boatmen's First National Bank of Kansas City (the
"Bank"), having its principal office at 14 West 10th Street, Kansas City,
Missouri.

Subject to the Terms and conditions of this Agreement and the Note and
Security Agreement issued hereunder, the Bank agrees to extend credit to the
Borrower in an amount not to exceed Two Million Seven Hundred Thousand and
00/100 dollars ($2,700,000).

1. Promissory Note. The loan to be made hereunder will be
evidenced by the Note, which will be payable on the following
terms:

1.1 Interest. The Note will bear interest on the balance
at the Corporate Base Rate of the Bank less .050
percentage points. The interest rate will change
daily. Interest will be payable commencing August
15, 1996, and quarterly thereafter.

1.2 Maturity. The entire unpaid balance of the Note and
all accrued interest will be due and payable ON
DEMAND, but no later than May 15, 1997.

1.3 It is the Bank's expectation that, if the Borrower
reduces the principal amount of the Note in the
amount of $300,000 on May 15, 1997, the Note will be
renewed from time to time on principally the same
terms and under the same conditions until the
Borrower's obligation is paid in full.
Notwithstanding the above, the Borrower understands
that should the Bank determine, in its absolute
discretion, that Borrower's credit standing is
unsatisfactory, the Note will not be renewed by the
Bank and must be paid in full.

2. Collateral Security. Payment of the Note will be secured by
a first pledge and security interest covering ninety-nine
thousand five hundred (99,500) shares of the capital stock of
American National Bank & Trust Company, Shawnee, Oklahoma the
Subsidiary Bank, as well as seven hundred two thousand two
hundred sixty-six (702,266) shares common and ninety-two
thousand seven hundred ninety (92,790) shares preferred of
United Oklahoma Bancshares.

3. Conditions of Lending. Until payment in full of the Note, the
Borrower agrees that, unless the Bank otherwise consents in
writing, the Borrower will perform or cause to be performed
the following:

3.1 Records. Accurate books and records of account will
be maintained by the Borrower and the Subsidiary Bank
in accordance with sound accounting practices
consistently applied, and the Bank and its designated
representatives will have the right to examine such
books and records, and to discuss the affairs,
finances, accounts, and content of such books and
records of the Borrower and the Subsidiary Bank.
<PAGE> 5
-21-

3.2 Financial Statements. Furnish within ninety (90)
days after the close of each fiscal year of the
Borrower, complete copies of the balance sheets as of
the close of such fiscal year and the profit and loss
statements and surplus reconciliations of the
Borrower for such fiscal year prepared in accordance
with sound accounting principles by accountants and
in form satisfactory to the Bank.

3.3 Reports. Furnish within thirty (30) days after each
filing thereof: (a) copies of the FRY-6 Annual
Report of the Borrower to the Federal Reserve System;
and (b) copies of all Consolidated Reports of
Condition and Consolidated Reports of Income and Call
Reports filed by the Subsidiary Bank with the
appropriate regulatory agency.

3.4 Other Information. Such information concerning the
Borrower and Subsidiary Bank ad the Bank might
reasonably request.

4. Adverse Change. The Borrower will immediately advise the Bank
of any requirement by the regulatory authorities for
additional capital in the Subsidiary Bank, or the institution
of any agreement, order, or proceeding between any regulatory
authority and the Borrower or Subsidiary Bank, whether or not
such agreement, order or proceeding is agreed to by the
Borrower or Subsidiary Bank. The Borrower will immediately
advise the Bank of any significant litigation or other matter
which might result in a material adverse change in the
financial condition of the Borrower or the Subsidiary Bank.

5. Change in Ownership. Any change in ownership of the
Borrower or any merger or consolidation with or into another
corporation or other disposition of property the Borrower,
without the prior written consent of the Bank, shall
constitute an event of default and upon such an occurrence the
bank may demand the entire obligation of the Borrower to be
immediately due and payable. Borrower agrees to immediately
notify bank of any such change in ownership; provided
however, this Section 5 shall not apply to any transfer of
ownership of Borrower from Don Bodard to George Cook, Wesley
D. Schubert, or J. Michael Adcock unless such transfer results
in a change of control of Borrower.

6. In the event additional capital shall be injected in
Subsidiary Bank, whether by capital note, stock or in other
form, such capital note, stock or other instrument shall be
immediately pledged to Bank.

7. If default shall be made in the due observance or performance
of any terms, covenants or agreements in this Agreement, the
Bank may demand the entire obligation of the Borrower to be
due and payable. No failure on the part of the bank to
exercise and no delay in exercising any right hereunder shall
operate as a waiver thereof.

8. This agreement and the rights and obligation of the parties
shall be governed by and interpreted in accordance with the
laws of the State of Missouri.
<PAGE> 6
-22-

9. THIS AGREEMENT IS THE FINAL EXPRESSION OF THE AGREEMENT
BETWEEN BOATMEN'S AND THE BORROWER(S) OR GUARANTOR(S), IF ANY.
THIS AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY
PRIOR ORAL AGREEMENT OR OF A CONTEMPORANEOUS ORAL AGREEMENT
BETWEEN THE PARTIES.

ALL OF TERMS OF THE FINAL AGREEMENT OF THE PARTIES NOT SET
FORTH ABOVE OR WHICH VARY ANY TERMS SET FORTH ABOVE, INCLUDING
ANY PREVIOUS ORAL AGREEMENTS ARE AS FOLLOWS:

No unwritten oral agreements between the parties exists.

IN WITNESS WHEREOF, the parties have executed and delivered this
agreement effective on the date first above written.

AMERIBANK CORPORATION
"Borrower"
By: /s/ D. WESLEY SCHUBERT
------------------------
D. WESLEY SCHUBERT
Vice-President

AMERICAN NATIONAL BANK & TRUST
OF SHAWNEE, OKLAHOMA
"Subsidiary Bank"
By: /s/ GEORGE N. COOK, JR.
-----------------------
GEORGE N. COOK, JR.
President and CEO

BOATMEN'S FIRST NATIONAL BANK
OF KANSAS CITY
"Bank"

By: /s/ PAUL L. RICHMOND
-----------------------
PAUL L. RICHMOND
Vice-President

<PAGE> 1

EXHIBIT 19(b)(1)

GEORGE K. BAUM & COMPANY
Investment Bankers

Member Twelve Wyandotte Plaza
New York Stock Exchange, Inc. 120 West 12th Street

Chicago Stock Exchange, Inc. Kansas City, Missouri 64105
October 25, 1996 Telephone (816) 474-1100

Special Committee of the Board
United Oklahoma Bankshares, Inc.
c/o Mr. Claude Rappaport
Chairman, Special Committee of the Board
1506 Bedford Drive Oklahoma
City, OK 73116

Dear Gentlemen:

You have asked us to render our opinion as to the fairness, from a
financial point of view, to the proposed cash out merger offer of $1,300,000 by
Ameribank Corporation ("Ameribank") for all the remaining Preferred Stock
("Preferred") (approximately 11.16%) and Common Stock ("Common") (approximately
38.42%) and of United Oklahoma Bankshares, Inc. (the "Company") not presently
owned by Ameribank.

Our approach as to the fairness of the Ameribank offer was to look at
each of the equity pieces separately, for pricing purposes. This was done to
see what was "FAIR" for each security.

To find the value of the Preferred, two methods of value were used (1)
liquidation and (2) discounted cash flow at various discount rates. The
liquidation method places the highest value of the two methods on the
Preferred. As of the June 30, 1996 balance sheet shown in the Form 10-Q filed
with the Securities and Exchange Commission ("SEC"), the liquidation value of
the Preferred would be $58.35. The $58.35 value per share of Preferred is fair
from a financial point of view. This would aggregate to approximately $946,000
for all Preferred not presently owned by Ameribank.

To find the value of the Common, two methods of value were used (1)
(a) liquidation based on book value and (b) liquidation based on the entity
market value and (2) discounted cash flow at various discount rates.

The discounted cash flow is a little more complicated because of the
"rights" of the preferred and the preferred stock's cumulative dividends.
These are the following assumptions used for the discounted cash flow Common
value:
<PAGE> 2

(1) The Common does not have any dividend payments for 44 quarters
or 11 years;

(2) The net interest spread used is based on 1995 and 1996 (10-K
1995, page 32) and is 4.45% with provision for loan losses at
0.45% of the prior year's loan portfolio. This produces an
average spread on average interest earning assets of
approximately 4.64%;

(3) Interest income grows at approximately 6.95% from the 1995
base;

(4) Income tax rate of 25.00% based on 1994 and 1995;

(5) Net after-tax income grows at approximately 6.50% from the
1995 base;

(6) In the year 2006, the earnings are projected to be $1,811,000
after tax. This gives the Company an equity value of
$24,445,000 based on a multiple of 13.5 times. From this
number we need to subtract the Preferred redemption of
$8,473,000 for a net of $15,972,000 for the Common, which when
discounted back over the period at the differing rates
produces the following values:

<TABLE>
<CAPTION>
DISCOUNT RATE VALUE PER COMMON SHARE TOTAL COST TO REDEEM
- ------------- ---------------------- ---------------------
<S> <C> <C>
25.00% $ 0.542 $ 530,000
22.50% 0.677 660,000
20.00% 0.849 825,000
17.50% 1.070 1,040,000
</TABLE>

Our conclusion as to the Common value exists in the above range. The
liquidation value based on book value is negative while the
liquidation value based on the entity market value places the value of
the Common in the range shown above.

We find support for the above pricing based on (1) The SNL Pink
Quarterly "Pink Sheet" and OTC-BB traded Banks and Thrifts dated
September 1996 produced by SNL Securities on a quarterly basis; and
(2) OTC Time & Sales Report: 1/1/94 - 9/20/96on the Company's common
stock produced by Nasdaq Trading & Market Services. The Nasdaq
information shows no sale in excess of 9/16 or 56.25c. per share and
the last trade on 8/6/96 was at 1/4 or 25c. for 1,399 shares. The
first trade listed as of 1/21/94 shows a price of $29.125 per share
for 2,500 shares. We called Nasdaq but were told that was the
information they had and there was no way to verify it. We assume
that price is not correct.

Using the liquidation value based on the entity market value as well
as discounted cash flow, a value of $0.75 per share of Common is fair
from a financial point of view. This would aggregate to approximately
$730,000 for all Common not presently owned by Ameribank.
<PAGE> 3

Based on information supplied by Ameribank, they placed a total entity
value range on the Company of $10,382,000 on the high side and $10,216,973 on
the low side. Ameribank placed a value of $58.35 for each Preferred share and
$0.754 for each Common share. These per share values would put the following
total costs on the non-Ameribank owned shares:

16,205 preferred shares @ $58.35 = $ 945,562

972,903 common shares @ $0.754 = 733,569

Total value for non-Ameribank equity = $ 1,679,131

We find Ameribank's overall value for the Company and each equity
piece to be fair from a financial point of view. Our understanding is that,
according to the legal counsel for the Special Committee of the Board of
Directors of the Company, Mr. Irwin H. Steinhorn, no discounts of any nature
may be applied to a cash out merger such as that proposed by Ameribank.

You can reach me at 816-283-5280.

Respectfully submitted,

GEORGE K. BAUM & COMPANY

<PAGE> 1
-26-

EXHIBIT 19(b)(2)
GEORGE K. BAUM & COMPANY
Investment Bankers

Member Twelve Wyandotte Plaza
New York Stock Exchange, Inc. 120 West 12th Street

Chicago Stock Exchange, Inc. Kansas City, Missouri 64105
January 23, 1997 Telephone (816) 474-1100

Special Committee of the Board
United Oklahoma Bankshares, Inc.
c/o Mr. Claude Rappaport
Chairman, Special Committee of the Board
1506 Bedford Drive Oklahoma
City, OK 73116

Dear Gentlemen:

You have asked us to render our opinion as to the fairness, from a
financial point of view, to the proposed cash out merger offer of $1,700,000 by
Ameribank Corporation ("Ameribank") for all the remaining Preferred Stock
("Preferred") (approximately 11.16%) at $58.35 per share and Common stock
("Common") (approximately 38.42%) at approximately $0.776 per share of United
Oklahoma Bankshares, Inc. (the "Company") not presently owned by Ameribank.

We issued such a letter, dated October 25, 1996, based on the
information that had been requested and supplied to us. Information requested
and supplied to us at that date had indicated that the highest price Ameribank
had paid for the Preferred was $18.00. On January 17, 1997, we were informed
by the information in the Form 4 filings with the U.S. Securities and Exchange
Commission that Ameribank had purchased Preferred shares at prices higher than
$18.00, prior to October 25, 1996, (the highest price was $49.50 per share).
Some of these purchases were done with agreements that, for one year from the
date of purchase, Ameribank would pay these sellers the same price, if higher,
that Ameribank paid for the remaining Preferred that Ameribank did not own at
the time of those purchases.

With this additional Preferred pricing information considered, we
still find Ameribank's overall offer for the Company and each equity price to
be fair from a financial point of view as set forth in our letter dated October
25, 1996.

Respectfully Submitted,

GEORGE K. BAUM & COMPANY

<PAGE> 1
EXHIBIT 99(b)(3)
to Schedule 13E-3

GRA, PETTY & COMPANY, INC.

May 14, 1996

Mr. D. Wesley Schubert
Vice President
Ameribank Corporation
201 North Broadway
Shawnee, Oklahoma 74801

Dear Mr. Schubert:

At your request, we have prepared a valuation as of March 31, 1996, of the
business enterprise known as United Bank (hereinafter also referred to as the
Bank) having its headquarters in Del City, Oklahoma. It is our understanding
that this valuation may be used in assessing the financial alternatives
available to Ameribank as a shareholder of United Bank.

Based on the definitions, limiting conditions, financial data, information,
analyses, management representations, and related assumptions presented in the
following report, it is our opinion that the market value of the business
enterprise known as United Bank as of the March 31, 1996 valuation date, may be
reasonably represented as:

$10,382,000

A copy of the report, along with the source data from which it was prepared,
will be retained in our files for a period of ten years and is available for
your review upon request.

Very truly yours,

/s/ GRAM PETTY & COMPANY, INC.
GRA, Petty & Company, Inc.
<PAGE> 2
MARKET VALUE APPRAISAL

of the

Business Enterprise

known as

UNITED BANK
DEL CITY, OKLAHOMA

Valuation Team Members:

M. Curtis Petty
President & Chief Executive Officer

Herbert Gin
Vice President

As of

March 31, 1996

GRA, Petty & Company, Inc.
<PAGE> 3
CERTIFICATION

The undersigned members of the valuation team certify the following:

United Bank was last visited by GRA, Petty & Company, Inc. personnel
in conjunction with this engagement on August 21 & 22, 1995;

The undersigned have no present or contemplated future interest in
United Bank nor a personal interest or bias with respect to the
parties involved, the ownership or management thereof;

The data contained herein by reference or otherwise was obtained from
sources believed to be reliable and all facts known to the undersigned
that have bearing on the value of the Bank have been considered and no
facts of importance have been intentionally omitted;

The undersigned individuals' compensation for this report is in no way
contingent upon the value estimates contained in this report, nor is
it contingent upon any event other than the delivery of this report;
and

This appraisal report has been made in conformity with the Codes of
Ethics and Standards of Practice recommended by the major professional
appraisal and financial analysis organizations.

/s/ M. CURTIS PETTY
- --------------------------------------
M. Curtis Petty
President & Chief Executive Officer

/s/ HERBERT GIN
- --------------------------------------
Herbert Gin
Vice President
<PAGE> 4
TABLE OF CONTENTS

Opinion Letter
Title Page
Certification
Table of Contents
<TABLE>
<CAPTION>
PAGE
NO.
-----
<S> <C>
INTRODUCTION
- ------------
Purpose of the Valuation 1

Assumptions and Limiting Conditions 1
Information and Data 1
Estimate of Market Value 2
Valuation Fee 2
Sale or Purchase 2
Valuation Date 2
Legal or Specialized Expertise 2
Inspection 3
Confidentiality/Advertising 3
Hazardous Substances 3
Unexpected Conditions 3
Court Testimony 4

Format of the Report 4

DESCRIPTION SECTION
- -------------------
History and Operations 5
General 5
Employees 5
Operations 5
Loan Portfolio 5
Regulatory Affairs 7
Litigation 7

Financial Review 8
Overview 8
Balance Sheet Analysis 10
Income Statement Analysis 10
Summary 11
</TABLE>
<PAGE> 5
TABLE OF CONTENTS (cont'd)

<TABLE>
<CAPTION>
PAGE
NO.
-----
<S> <C>
DESCRIPTION SECTION (cont'd)
- -------------------
U.S. Economic Outlook 11
Overview 11
Interest Rates an Inflation 12
Economic Output 12
Summary 12
The Banking Industry Outlook 13
Banking Industry Profitability 13
Industry Growth 13
Mergers and Acquisitions 14
Conclusion 15

VALUATION SECTION
- -----------------
Valuation 16
Overview 16
Valuation Issues 16
Valuation Issues 26

United Bank 17
Book Value/Cost Approach 17
Guideline Company Approach 18
Overview 18
Selection of Publicly Traded Banks 19
Selection of Market Multiples 22
Indicated Value - Guideline Company Approach - Control Basis 22

Discounted Future Returns Approach 24
Selection of Benefits to be Discounted 24
Selection of a Discount Rate 24

Income Approach 26
United Bank's Forecast 26
Indicated Value - Income Approach Value - Control Basis 28

Valuation Conclusion 28

ADDENDA
- -------
Exhibit I Five-Year Comparative Balance Sheets -
United Bank 30
Exhibit II Five-Year Comparative Statements of Income -
United Bank 32
Exhibit III Company Profile - GRA, Petty & Company, Inc. 34
Exhibit IV Professional Qualifications - Valuation Team 36
</TABLE>
<PAGE> 6
INTRODUCTION
<PAGE> 7
PURPOSE OF THE VALUATION

The valuation presented in this report was made in order to estimate the market
value of the business enterprise known as United Bank (hereinafter also
referred to as the Bank) as of March 31, 1996 (the valuation date). It is our
understanding that this valuation may be used in assessing the financial
alternatives available to Ameribank as a shareholder of United Bank.

ASSUMPTIONS AND LIMITING CONDITIONS

INFORMATION AND DATA

In the preparation of this valuation, the Bank's management (i) provided
information concerning the operational and financial performance of the Bank
such as (a) Consolidated Reports of Condition and Income, and related
supplementary schedules as filed with the Federal Deposit Insurance Corporation
(FDIC) for the five years ended December 31, 1995 and the three months ended
March 31, 1996, and (b) the Bank's 1996 operating plan/budget; (ii) permitted
us to review or discuss various other documents such as recent regulatory
examinations and bank policy manuals; and (iii) addressed numerous questions
posed during our investigation relating to the future direction of the Bank.
Moreover, other data contained herein by reference or otherwise was obtained
from sources believed to be reliable. Inasmuch as the above data and
information were obtained from Bank representatives, or other reputable sources
that were represented to GRA, Petty & Company, Inc. as being knowledgeable and
truthful, we have accepted this information as being accurate and reliable; and
therefore, we have not independently verified the information provided, nor
have we prepared any independent review or other analysis to assess the quality
of the Bank's loan portfolio. To the extent that such data or client supplied
information may be found at a later date to have been inaccurate or
misrepresented, we accept (i) no liability for the consequences such inaccuracy
or misrepresentation may have on our value conclusions expressed herein or the
utilization of our conclusions in any actions taken by Ameribank or the Bank's
management, board of directors, stockholders, creditors; nor (ii) any
responsibility to update any valuation conclusions to reflect the impact that
more accurate data may, or may not have, on our opinion(s).

1
<PAGE> 8
ASSUMPTIONS AND LIMITING CONDITIONS

ESTIMATE OF MARKET VALUE

The estimate of market values presented herein is the appraisers' opinion based
on careful consideration of the information obtained during the investigation.
In this regard, our conclusions are based on the implicit assumption that
current management will continue to maintain the character and integrity of the
Bank.

VALUATION FEE

The fee for this valuation is not contingent upon the values expressed herein
nor any other event other than the delivery of this report.

SALE OR PURCHASE

All opinions of market value are presented as GRA, Petty & Company, Inc.'s
considered opinion based on the facts and data appearing in the report. We
assume no responsibility for changes in value or market conditions nor the
ability of the owner to locate a purchaser at the value expressed herein.

VALUATION DATE

The valuation date to which the conclusions and opinions expressed in this
report apply is March 31, 1996, as set forth in the opinion letter. The dollar
amount of any value reported is based on the purchasing power of the U.S.
dollar and certain prevailing conditions in the capital and securities markets
as of the valuation date. In this regard, we assume no responsibility for
economic, financial, physical, or other factors occurring subsequent to the
valuation date that may or may not affect the opinions reported herein.

LEGAL OR SPECIALIZED EXPERTISE

No opinion is intended to be expressed for matters which require legal or
specialized expertise, investigation, or knowledge beyond that customarily
employed by appraisers. This report does not address issues of tax law,
regulatory agency compliance, or any other such matters unless specifically
identified in the body of the report.

2
<PAGE> 9
ASSUMPTIONS AND LIMITING CONDITIONS

INSPECTION

The offices of the Bank were last visited by GRA, Petty & Company, Inc.
personnel in conjunction with the prior engagement on August 21 & 22, 1995.

CONFIDENTIALITY/ADVERTISING

This report, supporting notes, and analyses are confidential. Neither all nor
any part of the contents of this appraisal shall be copied or disclosed to any
third party, or conveyed to the public either orally or in writing through
advertising, public relations, news release, sales literature, or in any other
manner without the prior written consent and approval of Ameribank Corporation
and GRA, Petty & Company, Inc.

HAZARDOUS SUBSTANCES

Hazardous substances, if present within a facility, can introduce an actual or
potential liability that will adversely affect the marketability and value of
the business enterprise. Such liability may be in the form of immediate
recognition of existing environmental conditions. Future liability could stem
from the release of various contaminants, such as asbestos fibers, or toxic
vapors from urea formaldehyde foam insulation, or through aging or building
renovations, and/or construction materials utilized by the Bank to modernize
its facilities.

In the development of our valuation opinion, no consideration has been given to
such potential existing or future liability or its impact on value. The
professional staff of GRA, Petty & Company, Inc. is not qualified to perform
such an investigation to determine the possible presence of toxic materials
requiring either immediate or future remediation.

UNEXPECTED CONDITIONS

We assume there are no hidden or unexpected conditions of the subject Bank, not
specifically disclosed to us that would adversely affect the value of the
Bank's common stock.

3
<PAGE> 10
ASSUMPTIONS AND LIMITING CONDITIONS

COURT TESTIMONY

Testimony or attendance in court or any other administrative or judicial
proceeding by reason of this valuation shall not be required unless
arrangements have previously been made with GRA, Petty & Company, Inc.

FORMAT OF THE REPORT

This report will present (i) a history and description of the Bank's
operations; (ii) a financial review of United Bank; (iii) a brief economic
outlook for the U.S. economy in general and the banking industry in particular;
and (iv) a discussion of the valuation methods employed in the development of
the market value estimate of the common stock of the Bank.

The valuation engagement included discussions with officers of United Bank and
of Ameribank Corporation. Additionally, we prepared an analysis of historical
performance, current operations, and future prospects as were deemed
appropriate under the circumstances.

4
<PAGE> 11
DESCRIPTION
<PAGE> 12
UNITED BANK

HISTORY AND OPERATIONS

GENERAL

United Bank (hereinafter also referred to as United or the Bank) is engaged in
general banking in Del City, Oklahoma. The Bank serves its clientele from its
main location which is located at 4600 S.E. 29th Street.

The Bank provides a full range of commercial banking services as follows (i)
accepting demand, savings and time deposits; (ii) making agricultural,
commercial, real estate, and consumer loans; (iii) issuing cashiers' checks and
money orders; (iv) selling travelers' checks; and (v) providing bank-by-mail
and night depository, safe deposit boxes and other customary banking services.
The Bank is a member of the Federal Deposit Insurance Corporation (FDIC).

EMPLOYEES

None of the Bank's employees are represented by a union or covered under a
collective bargaining agreement and employee relations are considered to be
good. As of the March 31, 1996 valuation date, the Bank employed approximately
60 persons.

OPERATIONS

The Bank is located in Del City, Oklahoma, which is in the Oklahoma City
metropolitan area. Traditionally, United Bank has provided banking and related
financial services to commercial/industrial, agricultural entities and
individuals in the Oklahoma City area.

LOAN PORTFOLIO

The bank's loan portfolio for the two-years ended December 31, 1995 and the
interim period ended March 31, 1996, was structured as presented in Table I on
the following page.

5
<PAGE> 13
TABLE I
UNITED BANK
LOAN PORTFOLIO ANALYSIS

<TABLE>
<CAPTION>
LOAN PORTFOLIO THREE MONTHS ENDED
- --------------
LOAN CATEGORY MARCH 31 , 1996 DECEMBER 31, 1995 DECEMBER 31, 1994
------------- ------------------------ --------------------- -------------------
Real Estate: $ % $ % $ %
---------- ------ ---------- ------ ---------- ----
<S> <C> <C> <C> <C> <C> <C>
Construction and Land Development $ 4,074,000 8.4% $ 3,413,000 7.7% $ 2,042,000 4.9%
Farm Land 5,000 - 6,000 - 458,000 1.1
Residential (1-4 family) 7,371,000 15.2 4,513,000 10.2 4,890,000 11.7
Multifamily (5 or more) 2,025,000 4.2 1,911,000 4.3 1,101,000 2.6
Non-Farm Non-Residential 14,095,000 29.1 12,729,000 28.8 11,738,000 28.0
---------- ---- ---------- ---- ---------- ----
Sub-total $ 27,570,000 56.9% $22,572,000 51.1% $20,229,000 48.2%

Other Loans:
Agricultural Production $ - -% $ - -% $ - -%
Commercial & Industrial Loans 12,583,000 25.9 11,055,000 25.0 11,808,000 28.1
Loans to Individuals 8,223,000 17.0 10,407,000 23.6 9,070,000 21.6
Other 105,000 0.2 108,000 0.2 853,000 2.0
----------- ----- ---------- --- ---------- -----
Sub-total 20,911,000 43.1 21,570,000 48.9 21,731,000 51.8

Total Loans $48,481,000 100.0% $44,142,000 100.0% $ 41,960,000 100.0%
=========== ===== =========== ===== ============ =====
</TABLE>

Source: Consolidated Reports of Condition and Income, Schedule RC-C Loans
and Lease Financing Receivables for the indicated periods.

6
<PAGE> 14
UNITED BANK
LOAN PORTFOLIO (cont'd)

As the preceding table demonstrates, the growth of the Bank's loan portfolio
has been concentrated in residential (1-4 family) real estate loans non-farm,
non-residential/commercial real estate lending. These two categories combined
for 39.6% of the Bank's total portfolio in 1994 which increased to 44.3% by
March 31, 1996. A corresponding decline in commercial and industrial loans
suggests that, in addition to growth in its residential portfolio, the Bank is
securing a greater number of its commercial loans with real estate.

REGULATORY AFFAIRS

United Bank is regulated by the Oklahoma State Banking Department and the FDIC.
In our discussions with Management, they indicated that satisfactory ratings
had been assigned to the Bank.

LITIGATION

As would be expected, the Bank is involved in legal proceedings related to its
various lending activities. However, Management indicated that they were not
aware of any pending litigation that would materially impact the financial
condition of United Bank as of the valuation date.

7
<PAGE> 15
UNITED BANK

FINANCIAL REVIEW

OVERVIEW

The data for the financial review of United Bank consisted of annual
Consolidated Reports of Income, Consolidated Reports of Condition, and related
supplementary schedules as filed with the Federal Deposit Insurance Corporation
(FDIC) for the five-years ended December 31, 1995 and the three months ended
March 31, 1996.

Inasmuch as this financial data was prepared solely by the Bank's management,
we have accepted this information without further investigation as being an
accurate representation of the Bank's financial condition, having been prepared
in conformity with generally accepted accounting principles. In this regard,
we have assumed that (i) management is responsible for the integrity and
objectivity of the financial statements and related information; and (ii)
management maintains a system of internal controls and accounting policies and
procedures to provide reasonable assurance of the accountability and
safeguarding of Bank's assets and of the accuracy of underlying financial
information. Additionally, we have assumed that the Bank adheres to certain
procedures relating to evaluations of asset quality and the impact of economic
events and that organizational arrangements have been structured to provide an
appropriate division of responsibility concomitant with an effective program of
internal audits to independently determine the adequacy and application of
financial and operating controls for compliance with regulatory policies and
guidelines.

Comparative balance sheets and income statements for the five-years ended
December 31, 1995 and the three months ended March 31, 1996 are presented as
Exhibits I and II, respectively, in the Addenda of this report. Table II on
the following page presents selected ratio analysis for United Bank.

8
<PAGE> 16
TABLE II
UNITED BANK
SELECTED RATIO ANALYSIS

<TABLE>
<CAPTION>
INTERIM
MARCH 31(1) FOR THE YEARS ENDED DECEMBER 31
----------- ---------------------------------------------------------
1996 1995 1994 1993 1992 1991
-------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
PROFITABILITY (%)
- -----------------
Return on Average Assets 1.19 0.92 1.09 0.94 0.97 0.90
Return on Average Equity 12.28 10.40 12.53 11.33 12.54 11.51

ASSET QUALITY (%)
- -----------------
Net Charge-offs/Average Loans 0.06 0.70 (0.08) 0.75 0.50 0.00
Loan Loss Reserve/Total Loans 1.22 1.22 1.33 1.18 1.37 1.61

GROWTH RATES - (%)
- ------------------
Total Assets 1.63 8.10 6.92 (4.91) 8.09 19.33
Total Loans 39.32 5.20 13.57 7.80 11.71 15.49
Total Deposits 1.59 9.64 4.91 (5.65) 8.04 21.86
Equity Capital 8.13 12.46 6.28 4.35 13.38 12.21

CAPITAL ADEQUACY (%)
- --------------------
Equity Capital/Assets 9.18 9.03 8.67 8.73 7.95 7.58
Primary Capital/Assets 9.80 9.60 9.31 9.26 8.50 8.21
Dividend Payout Ratio N/A N/A 32.74 62.41 0.00 0.00

OTHER (%)
- ---------
Loan/Deposit Ratio 63.18 57.75 60.19 55.60 48.66 47.06
Non-Interest Bearing
Deposits/Total Deposits 23.25 20.01 19.32 16.57 18.04 16.44
</TABLE>

(1) Annualized where appropriate

9
<PAGE> 17
UNITED BANK

FINANCIAL REVIEW

BALANCE SHEET ANALYSIS

As of March 31, 1996, the Bank's total assets were $86,362,000 which represents
a 0.4% (rounded) increase from December 31, 1995. Since 1991, the Bank's total
assets, net-loans, and equity have increased at annual compound growth rates of
approximately 4.4%, 9.6% and 9.0%, respectively.

Capital adequacy provides a basic measure of the financial strength of a
banking institution. Financial stability is often evaluated by a review of
capital ratios. The Bank's equity capital to asset ratio as of March 31, 1996
was 9.2% (rounded), which is above minimum regulatory requirements. As of the
same date, the Bank's primary capital to asset ratio, which includes the
reserve for loan losses, was 9.8%, which also well above regulatory minimums.
Despite consistent asset growth, the Bank has maintained adequate capital
levels.

The Bank's loan to deposit ratio as of March 31, 1996 was 63.18%, which reveals
that the bank has capacity for future growth when quality lending opportunities
arise. The Bank's loan growth rate in 1995 has declined to 5.2% after a growth
of 13.5% in 1994. The growth and composition of the Bank's loan portfolio was
discussed earlier in this report.

As can be seen from Table II, United Bank did not pay dividends until 1993.
During 1993 and 1994, the Bank's dividends eliminated its parent company's
debt. The Bank has substantial capital balances and consistent earnings, and
therefore, the capacity to pay dividends should they be declared.

INCOME STATEMENT ANALYSIS

Profitability ratios provide a measure of how effectively the Bank has managed
its assets and liabilities. The return on average assets (ROA) is frequently
used as the leading ratio in the banking industry. The table below presents
the average assets and net income data along with the ROA ratios for the
indicated periods.

10
<PAGE> 18
UNITED BANK
-----------
FINANCIAL REVIEW
INCOME STATEMENT ANALYSIS
<TABLE>
<CAPTION>
RETURN ON ASSETS
NET INCOME AVERAGE ASSETS ROA
YEAR ($000'S) ($000'S) (%)
---- ---------- ----------- ----
<S> <C> <C> <C>
1996 1,044 (1) 87,545 (2) 1.19
1995 763 82,835 0.92
1994 840 77,082 1.09
1993 721 76,429 0.94
1992 735 75,421 0.97
1991 598 66,616 0.90
</TABLE>

(1) Annualized.

(2) Utilized United Bank forecast of $89,078,000.

The Bank has shown consistent earnings and growth. Management anticipates that
in the remainder of 1996 trends will continue to be positive resulting in
increased interest income with a corresponding increase in profitability.

SUMMARY

United Bank is well capitalized and profitable. Moreover, the Bank's capable
management team has met recent challenges, and is well positioned to take
advantage of opportunities within their primary geographic market.

U.S. ECONOMIC OUTLOOK

The following U.S. Economic Outlook was prepared from data provided by and/or
excerpted from Standard & Poor's Industry Surveys, The Wall Street Journal, The
Houston Chronicle, and Bloomberg Financial Services.

11
<PAGE> 19
U.S. ECONOMIC OUTLOOK

INTRODUCTION

For the economy and the financial markets, 1995 was a good year. The stock
market broke a long string of records, with the Dow Jones Industrial Average
ending the year at 5,117, up 33.4% over 1994's ending level of 3,834. Less
recognized, but almost as good, was the performance in the bond market, which
nearly fully recovered from the disasters of 1994. In the third quarter of
1995, Gross Domestic Product (GDP) grew at a strong 4.2% real annual rate,
while inflation remained slightly over 3.0%. However, a look at the overall
economic picture shows that the economy is far less robust that the GDP growth
rate might suggest.

ECONOMIC OUTPUT

The current problem with the economy is that most of the "hot spots" - business
fixed investment, home building, and government spending - are either fading or
appear "hot" for the wrong reasons, and their staying power through 1996 is in
question. And the "cool spots" - consumer spending and inventories - continue
to lag 1995 levels of performance.

The pace of growth of business fixed investment has been waning in recent
quarters, and it will continue to fade until growth in the overall economy
looks more positive. For illustration, when the economy is growing, a lot of
investment is needed to keep up, and when the economy is contracting, less
investment is required. Fixed investment growth rates that are trending
downward suggest that the economy is weaker than the initial GDP figures
indicate.

Home building is another economic indicator which appears to be on the decline.
A surge in residential investment in early 1995 was directly related to the
Fed's cuts in interest rates and the concomitant declines in mortgage rates.
However, sales declined in all regions in the last quarter of the year, and the
inventory of unsold homes rose to a 7.2- month supply, the largest in more than
thirteen years. Gains in home building in 1996 will be closely tied to
increasing consumer confidence in the economy and continued pressure to keep
mortgage rates low. Unfortunately, consumer confidence declined in the latter
part of 1995, and the Fed's nominal interest rate cut in December of 1995 has
had little impact on mortgage rates.

12
<PAGE> 20
U.S. ECONOMIC OUTLOOK

ECONOMIC OUTPUT (cont'd)

Although government spending increased unexpectedly in the latter part of 1995,
the outlook for 1996 is for less government expenditure, especially in the wake
of the ongoing budget stalemate and its impact on funding sources. As a
result, government spending is not viewed as a contributor to economic growth
in 1996.

Unlike 1995, the most notable "cool spot" in the economy is consumer spending.
Consumer spending, which accounts for approximately two-thirds of economic
output, fueled much of the growth in 1995, but has already weakened and is
expected to contribute very little to overall economic growth in 1996.
Although consumer confidence levels remain fairly strong, concerns over
corporate downsizing, small or no wage increases, and increasing fears over a
slowing economy have resulted in consumer spending patterns being mixed. Sales
of autos and other durables are down from levels a year ago, and retail sales
suffered greatly during the last quarter of 1995. Consumer debt reached an all
time high in late 1995, topping $1.0 trillion, and consumers are expected to
cut back on spending as they struggle to pay off credit card and other
high-rate debt.

EMPLOYMENT

At the end of 1995, the unemployment rate increased slightly to 5.6% from 5.5%
at November, 1995, ending the year unchanged from 1994's year end level of
5.6%. The employment index released on January 4, 1996, marked the tenth
consecutive month of job cuts, but at a slower pace than in previous months.
Continued softening in the job market is expected into 1996, as several large
companies have announced huge layoffs due to mergers and downsizing, and
consumers' concerns over wage and benefit stagnation appear well-founded.

INFLATION AND INTEREST RATES

In response to continued moderation in inflation and signs of a slowing
economy, the Federal Reserve surprised few when it lowered the fed funds rate
25 basis points to 5.5% at its December 19, 1995 meeting, its first rate
decrease since July, 1995. However, the decrease appears to be too little to
provide any stimulus to the economy, and further rate cuts are anticipated
during the first quarter of 1996.

13
<PAGE> 21
U.S. ECONOMIC OUTLOOK

INFLATION AND INTEREST RATES (cont'd)

According to Bloomberg economists, inflation should fall in 1996 to a 2.9% real
rate, with a real growth rate in GDP of only 1.9%. Declines in the rates of
inflation and GDP in 1996 are in direct response to the continued slowing of
the economy. Trends with wages, health care, and benefit costs do not point to
inflation problems, and oil prices remain stable. In short, inflation should
not pose a short-term problem for Fed policy.

CONCLUSION

The outlook for 1996 continues to be one of moderate to slow inflation and
growth, no recession, and no significant change in unemployment. Little change
is expected in consumer confidence levels as consumers struggle to repay their
collective massive debt burden with wages and benefits held at 1995 levels.
According to Standard & Poor's, "The risk for the economy is that it will be
stronger, not weaker, than we currently expect. No expansion survives forever,
though, and the current advance will eventually end in recession. The
combination of the current momentum and the strong prospects for Fed easing
should stave off a downturn for another year."

BANKING INDUSTRY OUTLOOK

The following industry outlook was prepared from data provided by and/or
excerpted from Standard & Poor's Industry Surveys, The Wall Street Journal, The
Houston Chronicle, and Bloomberg Financial Services.

BANKING INDUSTRY PROFITABILITY

After setting record profits of $43.1 billion in 1993, the banking industry
recorded another record of $44.6 billion in 1994. The outlook for 1995 is
equally bullish, with profits for the first six months topping $23.2 billion.
The industry's record levels of profitability resulted primarily from two major
factors: strong lending markets increased net interest income and improving
credit quality reduced loan loss provisioning. Additionally, the industry
continues to enjoy stable net interest margins, improved operating efficiency,
and declining levels of loan charge-offs.

14
<PAGE> 22
BANKING INDUSTRY OUTLOOK

BANKING INDUSTRY PROFITABILITY (cont'd)

In 1995, the banking industry's belt-tightening over the past several years was
rewarded by the stock market, which saw a 40.0% rise in bank stocks during the
year. Falling interest rates and ongoing merger activity fueled much of the
price surge. Investors flocked to the industry with the belief that efficiency
gains from consolidations and continued strong loan growth engendered by
falling interest rates would translate into higher future earnings.

However, much of the good news for 1995 is not being restated for 1996.
According to Bloomberg, bank stocks could fall as much as 5.0% to 10.0% during
the first quarter of 1996 in response to lower earnings forecasts for the
industry. Contributing to the lower possible performance in 1996 are
increasing levels of consumer loan delinquencies, continuing margin pressures,
and slowing loan growth from a slowing economy.

INDUSTRY GROWTH

Despite the numerous interest rate hikes by the Federal Reserve during the
first nine months of 1995, consumer loan demand continued to increase through
the year. In response to the Fed's rate hikes, Bank's attempted to preserve
net interest margins in the higher interest rate environment by liquidating
securities holdings to fund loan growth rather than borrowing at the higher Fed
Funds rates. As a result, the industry's loan to deposit ratio reached an all
time high in the second half of 1995.

As a result of this industry-wide reaction to higher rates and strong loan
demand, the loan to deposit ratio for commercial banks reached an all time high
in the second half of 1995. Further exacerbating this potential problem,
deposit growth continued to substantially lag loan growth, as rates on deposits
have remained relatively low compared with other types of investments. This
trend is well-illustrated by the FDIC statistic that deposit growth at
commercial banks increased only 5.1% in the second quarter of 1995 compared to
loan growth of 12.5%.

As they did in 1994, bank customers responded to the laggard interest rates
offered by banks on deposits by placing their funds in alternative investments
earning much higher rates. According to Standard & Poor's, "These anemic
results reflect consumers' exodus from low-yielding bank deposits into higher
yielding alternatives, such as mutual funds and money market accounts. In the
future, margins could suffer as banks compete with these higher yielding
alternatives to bring those funds back in house."

15
<PAGE> 23
BANKING INDUSTRY OUTLOOK

MERGERS AND ACQUISITIONS

Bank merger activity increased to record levels in 1995 as rising stock prices
gave acquirors the ability to pay premium prices while avoiding undue dilution
to earnings. During 1994, there were 550 FDIC-insured commercial banks
absorbed through merger or consolidating. In the first quarter of 1995 alone,
there were 228 mergers or consolidations, representing the highest quarterly
total on record. The allure of improved profitability and increased market
share was the catalyst for the merger mania over the past few years.

In what remains a difficult environment for boosting revenues, mergers have
become an important vehicle for delivering earnings growth as banks, generally,
believe they become stronger following a merger because they can reduce the
operating expenses of the acquired bank while losing only a fraction of market
share to competitors. As more companies adopt a "acquire or be acquired"
mentality as a business strategy, the laws of supply and demand will come more
and more into play. And as the supply of available merger partners declines,
acquisition prices are expected to rise. According to Standard & Poor's,
medium-sized banks (assets of $1.0 to $15.0 billion) will continue to be
absorbed by the super- regionals (assets of $25.0 billion or more).

Most of the deals consummated in 1995 involved intra-market mergers rather than
mergers of partners outside regional or geographic boundaries, reflecting the
stock market's preference for combinations offering realistic benefits, as well
as the market's aversion to acquisitions entailing earnings dilution that
cannot be recouped in the short-term. Traditionally, banks have merged mostly
for operational cost savings. By consolidating back office operations and
allowing for closures of overlapping branching activities, bank mergers can
shave 30.0% or more from the combined operating costs.

Although mergers can enhance the overall financial performance of the merged
entities, banks must make certain to remain focused on customer satisfaction.
Technological improvements have aided banks in reducing operating expenses
while expanding market territory and providing better service.

16
<PAGE> 24
BANKING INDUSTRY OUTLOOK

BANK REGULATION

Regulation has turned more toward the banking industry's favor in recent years,
largely as a result of the improved overall financial health the industry has
achieved. Three potentially sweeping changes facing the industry today involve
(i) repeal of the Glass-Steagall Act, (ii) a reduction in deposit insurance
premiums, and (iii) folding the thrift industry into the banking industry's
regulatory jurisdiction.

The Glass-Steagall Act was adopted in 1933 to limit the ability of commercial
banks to engage in debt and securities underwriting. A revision to the Act
sponsored by Rep. Jim Leach (R., Iowa) passed the House Banking and Financial
Services Committee in May of 1995. In summary, the bill provides that (i)
financial services holding companies, including bank holding companies, would
be allowed to underwrite and deal in all types of securities, including mutual
funds; (ii) well-capitalized national banks could underwrite municipal revenue
bonds; (iii) national banks could continue to engage in securities activities
that they have traditionally taken part in without triggering any new rules;
(iv) a bank's ability to handle private placements and certain asset-backed
securities activities could continue to be handled at the bank level; and (v) a
new test for financial services holding companies would concern non-banking
activities that are "financial in nature or incidental to such financial
activities". As of the end of 1995, this revised bill was under review by the
House Commerce Committee, evidencing continued progress in bank deregulation.

In August of 1995, the FDIC adopted a new deposit insurance rate schedule in
response to the Bank Insurance Fund's (BIF) reaching a reserve level of $1.25
for every $100.00 in insured deposits. As a result, bank insurance premiums
for the strongest banks were reduced 83.0%, from $0.23 per $100.00 of deposit
coverage to $0.044 per $100.0 of coverage. This reduction is expected to save
the industry as a whole an estimated $4.4 billion, savings which will flow
directly to the bottom line in the form of reduced overall expenses. Other
uses for this savings are increasing interest paid on deposits, fueling
additional loan growth by freeing up loanable funds, and passing the savings to
shareholders in the form of higher dividends.

17
<PAGE> 25
BANKING INDUSTRY OUTLOOK

SUMMARY

While 1995 was a gangbuster year for bank stocks, certain trends in the
industry suggest that banks in 1996 will remain profitable, but will not post
record earnings as they have done since 1993. Contributing to lower overall
performance in 1996 compared to recent years include growing consumer loan
delinquencies, continuing margin pressures, and slowing loan growth from a
slowing economy. Takeover activity is also expected to decline, especially
between the "super regionals", as ten mergers valued at $43.4 billion were
announced in the first nine months 1995.

Positive trends in the industry include an enhanced capital and asset base,
greater efficiency brought by consolidation, easing of certain restrictive
regulations, and declining loan loss provisions. As a result, bank stocks are
expected to remain attractive investments and, barring sharply higher interest
rates or a downturn in the economy severe enough to cause significant loan
problems, select bank stocks should continue to provide above-average returns
to investors.

18
<PAGE> 26
VALUATION
<PAGE> 27
VALUATION

OVERVIEW

In order to develop an opinion concerning the market value of the business
enterprise known as United Bank as of March 31, 1996, we will utilize the book
value/cost, guideline company, and discounted future returns approaches. The
term market value has been previously defined and also represents the amount at
which the ownership of United Bank would be justified to a prudent investor.
The three approaches are described below:

BOOK VALUE/COST APPROACH - This approach involves consideration of the
underlying assets less stated liabilities to derive the value of
stockholders' equity.

GUIDELINE COMPANY APPROACH - This method produces an estimate of value
by comparing the subject with comparable, publicly traded companies
using various financial relationships such as price-to-earnings or
price-to-book value.

INCOME APPROACH - This method produces an estimate of value by
discounting some measure of the subject's earnings capacity at a rate
reflective of the return on investment requirement of a prudent
investor.

The application of these approaches will be discussed individually in the
appropriate section of this report.

VALUATION ISSUES

The issues inherent in this valuation are presented and discussed individually
below:

1. MAJORITY INTEREST BASIS - The valuation of United Bank has
been prepared on a majority/control basis due to the fact that
United Oklahoma Bancshares, Inc. owns a controlling interest,
a majority/control position by definition.

2. PREMIUM FOR MAJORITY - W.T. Grimm and Company's Mergerstat
Review - 1995 (the most recent issue) which is an annual
publication that provides comprehensive statistics on mergers,
acquisitions and divestitures for over fifty industries,
reported in the most recent issue that the average premium for
a controlling interest in the banking and finance industry in
1995 was 49.9%, while the five-year average was 39.9%.
Historically, depending on the industry, premiums have ranged
as high as 100%. However, in developing our valuation we used
a 30.0% premium for control due to the Bank's financial
condition and market position.

19
<PAGE> 28
VALUATION

VALUATION ISSUES

2. PREMIUM FOR MAJORITY (cont'd) - It should be noted that the
selected control premium will be applied to minority market
based multiples in the guideline company approach to convert
these indices to a control basis for the valuation of United
Bank.

3. MARKETABILITY DISCOUNT - In order to develop a valuation of
closely held securities it is frequently necessary to apply a
discount to compensate for the absence of a public stock
exchange that provides an open and ready market for the sale
of securities in a closely held business enterprise such as
United Bank. In the instance of a minority interest, a
marketability discount can be substantial (7.0% to 91.0%) due
to the fact that a minority interest can not influence the
strategic direction that a company takes. In essence a
marketability discount for a minority interest reflects an
adjustment for the absence of liquidity afforded by a public
securities market. In a majority/ control ownership position,
a marketability discount represents the "flotation costs"
associated with the outright sale of the business enterprise
including but not limited to legal and accounting fees,
printing expenses for offering documents, underwriting fees,
etc. Published studies in recent years indicate that,
depending on the size of the offering, flotation costs can
range between 3.0% to 15.0%. Generally, the smaller the
transaction, the higher the percentage.

It should be noted that in the development of this valuation
on a majority/control basis we did not apply a marketability
discount due to the nature of the assignment, and, in turn,
the bank holding company structure.

4. RECENT TRANSACTIONS - In response to our inquiries, management
has indicated that there is not an active market in the
stock of the Bank. Accordingly, this valuation has
excluded from consideration the trading history of stock in
these entities.

UNITED BANK

BOOK VALUE/COST APPROACH

The simplest form of valuation is the book value/cost approach. This approach,
in essence, merely takes stockholders' equity, assets less stated liabilities,
as stated at a selected balance sheet date. As of March 31, 1996, United
Bank's stockholders' equity was $7,928,000 (rounded). The disadvantages of the
book value/cost valuation measure are that it (i) ignores future earnings; (ii)
does not reflect the outlook for the geographic market segment served by the
Bank; (iii) does not consider the impact of the management group; and (iv) does
not reflect the market value of the Bank's assets as of the valuation date.
Consequently, the book value/cost approach will be eliminated from further
consideration in this valuation.

20
<PAGE> 29
UNITED BANK

GUIDELINE COMPANY APPROACH

OVERVIEW

The market value of publicly traded companies, or banks, can be calculated by
multiplying the current price at which the stock is being traded by the number
of shares outstanding. This is the value of the aggregate minority interest in
the company, i.e., the value of the company from the perspective of the many
investors who own shares of stock but who do not have the power to direct, or
redirect, strategies employed to maximize shareholders' value. The guideline
company approach is predicated on the theory that the market value of a closely
held bank can be estimated based on the price investors are paying for the
stocks of similar publicly traded financial institutions.

The development of a guideline company based valuation requires the selection
of a publicly traded bank/bank holding company, or banks/bank holding
companies, to develop meaningful valuation criteria. It should be noted that
the identification of banks directly similar to United Bank was difficult due
to the Bank's (i) financial structure and moderate size versus the larger
multi-bank holding companies; and (ii) management philosophies such as
staffing, lending, and loan reserve practices and policies.

The foregoing notwithstanding, we have selected multi-bank holding companies
whose stock prices would reflect (i) their geographic location in Oklahoma, or
the contiguous states; (ii) the outlook for the region's economy; and (iii) the
type of customer i.e., agricultural, real-estate, commercial, and industrial
concerns, served by the selected bank groups.

21
<PAGE> 30
UNITED BANK

GUIDELINE COMPANY APPROACH

SELECTION OF PUBLICLY TRADED BANKS

The selected publicly traded banks/bank holding companies are presented below:

<TABLE>
<CAPTION>
HEADQUARTERS TICKER MARKET OR
HOLDING COMPANY NAME CITY/STATE SYMBOL EXCHANGE
-------------------- ------------- ------ ---------
<S> <C> <C> <C>
Boatmen's Bancshares, Inc. St. Louis, MO BOAT OTC
BOK Financial Corp. Tulsa, OK BOKF OTC
Commerce Bancshares, Inc. Kansas City, MO CBSH OTC
First Commercial Corporation Little Rock, AR FCLR OTC
Liberty Bancorp Oklahoma City, OK LBNA OTC
</TABLE>

The selected companies were chosen based on their industry classification as a
commercial bank and their geographic location. The following is a short
description of each company as reported by Bloomberg.

BOATMEN'S BANCSHARES, INC. directly owns substantially all the capital
stock of subsidiary banks, a trust company, a mortgage banking company,
a life insurance company and an insurance agency. The subsidiary banks
operate from about 425 offices in nine states including Oklahoma and
Missouri. Boatmen's business consists primarily of owning, supervising
and controlling its subsidiary companies.

BOK FINANCIAL CORPORATION is a holding company for the Bank of Oklahoma,
N.A. The Bank provides a wide range of financial services, including
depository lending and other services and real estate and commercial
loans, to commercial and industrial customers. Bank of Oklahoma
operates through its 60 branch facilities located primarily in the
metropolitan areas of Tulsa and Oklahoma City.

COMMERCE BANCSHARES, INC. is a bank holding company which owns, control
or manages approximately 10 banking subsidiaries. The Company owns over
170 offices in Missouri, Nebraska, Kansas and Illinois. The banks offer
general banking services to retail, residential and commercial
customers. Non-banking subsidiaries offer real estate construction and
mortgage services and credit cards.

22
<PAGE> 31
UNITED BANK

SELECTION OF PUBLICLY TRADED BANKS (cont'd)

FIRST COMMERCIAL CORPORATION is a bank holding company. The Company's
subsidiary banks attract deposits and offer residential real estate
mortgage, commercial, agricultural and consumer loans. First Commercial
owns approximately 21 banks in Arkansas, Tennessee and Texas and holds
a 50% interest in a bank in Oklahoma.

LIBERTY BANCORP, INC. conducts banking and trust operations in Oklahoma
through its subsidiaries Liberty Bank & Trust Company of Oklahoma City,
N.A. and Liberty Bank & Trust Company of Tulsa. The Company has 31 full
service banking facilities in Oklahoma.

The public bank companies' selected financial ratios and pricing multiples are
presented in Table IV on the following page.

23
<PAGE> 32

TABLE IV
SELECTED PUBLICLY TRADED BANK HOLDING COMPANIES
FINANCIAL PERFORMANCE & MARKET DATA

<TABLE>
<CAPTION>
BOATMENS BOK FINANCIAL COMMERCE FIRST COMMERCIAL LIBERTY
BANCSHARES CORPORATION BANCSHARES CORP. BANCSHARES
---------- ----------- ---------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
Return on Assets (%) (1) 1.26 1.21 1.22 1.17 0.90
Return on Equity (1) 15.26 18.76 13.35 14.68 10.41

Price-to-Earnings Multiples:
Current 3/96 (2) 12.08 8.80 12.19 14.40 13.91
FYE 12/95 (3) 12.58 9.85 13.40 15.24 14.00
Three-Year (3) 10.77 10.64 11.59 13.17 12.69
Five-Year (3) 10.93 N/A 11.39 12.68 14.30

Price-to-Book Multiples:
Current 3/96 (2) 1.73 1.39 1.44 1.98 1.30
FYE 12/95 (3) 1.81 1.64 1.59 2.09 1.31
Three-Year Weighted Avg. (3) 1.60 1.91 1.42 1.84 1.24
Five-Year (3) 1.55 N/A 1.39 1.79 1.23
</TABLE>

(1) Based on financial results at December 31, 1995.
(2) Represents six-months' results, calculated from fiscal year-end results
and December 31, 1996 closing prices.
(3) All multiples were calculated from fiscal year-end results and December
31, 1995 closing prices.

N/A; Sufficient data not available to calculate multiple.
N/M: Not meaningful.

24
<PAGE> 33
UNITED BANK

GUIDELINE COMPANY APPROACH

SELECTION OF MARKET MULTIPLES

Due to United Bank's ROA and ROE ratios of 0.89% and 9.82% respectively, and
the nature of the geographic markets served as of March 31, 1996 versus the
selected bank holding companies that are substantially larger with more
geographically diverse operations, we believe that current minority
price-to-earnings and price-to-book multiples which are roughly 20.0% to 40.0%
below the median of the selected publicly traded banks is appropriate for this
valuation. Consequently, we have (i) selected (a) a minority price-to-earnings
multiple of 9.0; and (b) a minority price-to-book multiple of 1.10; (ii)
applied a control premium of 30.0% to convert these indices from a minority to
that of a control basis for the United Bank valuation as discussed in the
Valuation Issues section; and (iii) weighted the price-to-earnings and
price-to-book techniques by 0.5 and 0.5, respectively, to reflect their
relative significance to a prudent investor.

INDICATED VALUE - GUIDELINE COMPANY APPROACH - CONTROL BASIS

The guideline company approach calculation on a control basis, is presented on
Table IV on the next page. It should be noted that both the valuation multiple
presented for the publicly traded companies and the conclusions on the
following page are calculated using current (March 31, 1996) pricing data and
the most recent fiscal year financial results.

25
<PAGE> 34
TABLE IV
UNITED BANK
GUIDELINE COMPANY APPROACH - CONTROL BASIS
CALCULATIONS

<TABLE>
<CAPTION>
ADJUSTED PRELIMINARY RELATIVE
TECHNIQUE VALUE MULTIPLE RESULTS WEIGHT RESULT
--------- ----- -------- ----------- -------- ------
<S> <C> <C> <C> <C> <C>
Price-to-Earnings $ 763,000(1) 11.70(2) $8,927,000 0.5(3) $ 4,463,550
Price-to-Book $7,928,000(4) 1.40(5) $11,099,200 0.5(3) 5,549,600
-----------
Indicated Value - Guideline Company Approach (Control Basis) 10,013,150
Rounded $10,010,000
===========
</TABLE>

(1) Net Income before extraordinary items per United Bank's Consolidated
Reports of Condition and Income for the period ended December 31, 1995.
(2) Minority price-to-earnings multiple of 9.0, adjusted for a control
premium of 30.0%, or 9.0 x 1.30 = 11.7.
(3) Relative weight assigned to each of the guideline company approach
techniques reflects their relative significance to a prudent investor.
(4) Total stockholders' equity on March 31, 1996 of $7,928,000 per United
Bank's Consolidated Reports of Condition and Income.
(5) Minority price-to-book multiple of 1.1, adjusted for a control premium of
30.0%, or 1.10 x 1.30 = 1.43 (1.40 rounded).

26
<PAGE> 35
UNITED BANK

DISCOUNTED FUTURE RETURNS APPROACH

As would be expected, the development of a valuation conclusion based upon
future returns requires (i) the selection of a measure of an investor's returns
or future benefits (e.g. net income, cash flow, or dividends); (ii) the
selection of an appropriate discount rate, including consideration of the
benefit stream to be discounted, and the business and financial risk inherent
in an investment in the Bank; and (iii) the forecast of the future benefits to
be discounted.

SELECTION OF BENEFITS TO BE DISCOUNTED

In our valuation we have selected net income as the benefit stream which can
most accurately assess the value of the Bank. Our selection is based upon (i)
the difficulties in accurately quantifying and projecting cash flow in a
financial institution; and (ii) the normally discretionary nature of dividend
policy in a closely held business; and (iii) regulatory limitations on dividend
payments in the banking industry.

SELECTION OF A DISCOUNT RATE

The selection of a discount rate is dependent upon (i) the rate that could be
realized from risk-free investments such as United States Treasury securities;
(ii) the additional premium investors require to compensate for market risk;
(iii) the risk unique to an investment in the Bank, compared to market risk;
and (iv) any adjustments necessary to compensate for the selection of the
benefit stream.

The first step in the determination of an appropriate discount rate is the
analysis of risk-free rates. The table below presents yields on United States
Treasury securities as of the March 31, 1996 valuation date.

<TABLE>
<CAPTION>
TERM YIELD
---- -----
<S> <C>
1-year 5.38%
5-year 6.06%
10-year 6.28%
30-year 6.64%
</TABLE>

27
<PAGE> 36
UNITED BANK

DISCOUNTED FUTURE RETURNS APPROACH

SELECTION OF A DISCOUNT RATE (cont'd)

In this valuation, we have selected the 30-year treasury rate of 6.64% as our
risk-free rate. This selection is based upon the long term nature of an
investment in the Bank and the calculation and selection of a risk premium.
The risk premium added to the risk-free rate is dependent upon both the risk
premium an investor would require on an investment in the stock market, and the
relationship between the risk of the stock market and the risk in an investment
in the Bank.

Ibbotson Associates, a leading investment analysis firm, annually calculates
the returns from a wide variety of investments. The average annual compound
returns on both common stocks and long-term government bonds, and the implied
risk premiums are listed below for one year holding period.
<TABLE>
<CAPTION>
LONG TERM
HOLDING PERIOD COMMON STOCKS GOVERNMENT BONDS PREMIUM
- -------------- ------------- ---------------- -------
<S> <C> <C> <C>
One Year 12.4% 5.5% 6.9%
</TABLE>

Based upon the above data, we believe a market risk premium of 6.9% is
appropriate for this valuation.

As noted in the guideline company approach, publicly traded companies typically
are larger and have more diverse operations than a company such as United Bank.
In assessing the Bank's specific risk, we have considered, (i) the volatility
of the Bank's earnings; (ii) the size and geographic scope of the Bank; and
(iii) the level of the Bank's capital. Adjustment for these factors requires
an additional adjustment of 1.0% to compensate for risks unique to the Bank.

The final element of the discount rate is an adjustment for the benefit stream
being discounted. The risk-free rate and risk premiums have been calculated
based upon actual returns to investors, or cash flow returns. In discounting
net income, an additional premium is required to account for the fact that not
all of the Bank's income can be paid to an investor. Our assessment of the
Bank, including dividend policies, returns based upon reinvested net income,
and growth potential indicate that an additional premium of 2.0% is needed to
compensate for the use of net income as a benefit stream.

28
<PAGE> 37
UNITED BANK

DISCOUNTED FUTURE RETURNS APPROACH

SELECTION OF A DISCOUNT RATE (cont'd)

A summary of all the elements of the discount rate are presented below.

<TABLE>
<S> <C>
Risk Free Rate 6.64%
Market Risk Premium 6.90%
Company Risk Premium 1.00%
Net Income Adjustment 2.00%
-----
Net Income Discount Rate 16.54%
Rounded 16.55%
</TABLE>

INCOME APPROACH

UNITED BANK'S FORECAST

In order to develop the valuation using the income approach, it was necessary
to forecast total assets and income and expenses as a percentage of assets to
derive projected net income for five years. Our forecast is based on the
Bank's budget as well as our own analysis of the Bank's historical performance
and outlook for the future. The results of the forecast are presented in Table
V on the following page.

29
<PAGE> 38
TABLE V
UNITED BANK
FIVE-YEAR FORECAST AS OF DECEMBER 31
($000'S)

<TABLE>
<CAPTION>
PROJECTED BEYOND VALUATION DATE
----------------------------------------------------------------------
1 2 3 4 5
----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total Average Assets ($000's) $87,544.5 $92,797.2 $98,365.0 $104,266.9 $110,522.9

Percent of Average Assets

Net Interest Income 4.25 4.25 4.25 4.25 4.25

Provision for Loan Losses 0.20 0.20 0.20 0.20 0.20

Non Interest Income 1.25 1.25 1.25 1.25 1.25

Non Interest Expense 3.60 3.60 3.55 3.55 3.55
------ ------ ------ ------ ------
Pre Tax Income 1.70 1.70 1.75 1.75 1.75

Taxes 0.45 0.45 0.45 0.45 0.45
------ ------ ------ ------ ------
Net Income 1.25 1.25 1.30 1.30 1.30
========= ========= ========= ========= ==========
Net Income ($000's) $ 1,094.3 $ 1,224.5 $ 1,278.7 $ 1,355.5 $ 1,436.8

Discount Rate (%) 16.55 16.55 16.55 16.55 16.55

Present Value Factor 0.8580 0.7362 0.6316 0.5419 0.4650

Present Value -

Net Income ($000's) $ 938.9 $ 890.0 $ 807.7 $ 734.5 $ 668.1

Cumulative Present Value -
Net Income ($000's) $ 938.9 $ 1,828.9 $ 2,636.6 $ 3,371.1 $ 4,039.2

Rounded $ 4,039.0
==========
</TABLE>

30
<PAGE> 39
UNITED BANK

INCOME APPROACH

INDICATED VALUE - INCOME APPROACH VALUE - CONTROL BASIS

In order to derive a preliminary value using the income approach, the present
value of net income was calculated in Table VII on the preceding page. As can
be seen from this Table, the sum of discounted net income indicates a value of
$4,039,000 (rounded); however, it is necessary to recognize the net income
streams beyond year five (residual net income).

The value of net income beyond year five was calculated using the formula V =
[I1 / (r - g)]. In this formula, V = the indicated value, I1 = net income in
the first year beyond the valuation date, r = the discount rate, and g = the
growth rate of net income. Inserting the values derived earlier, and assuming
a 6.0% growth rate of net income, a value of 14,436,095 results. Discounting
this figure yields a present value of 6,712,784 (6,715,000 rounded).

To derive an estimated value of United Bank using the income approach, it is
necessary to add the present value of the five-year net income plus the present
value of the residual net income. The calculation is presented below:

<TABLE>
<S> <C>
Sum of Present Value of Net Income $ 4,039,000
Present Value - Residual Net Income 6,715,000
----------
Indicated Value - Income Approach (Control Basis) $10,754,000
===========
</TABLE>

VALUATION CONCLUSION

As previously stated, the guideline company approach reflects the attitudes of
many investors toward the past performance and future prospects of holding
companies engaged in the banking industry in states with similar economic
conditions to those surrounding United Bank. On the other hand, the income
approach is based on forecasts of the Bank's earnings power relative to income
and expenses. In view of the foregoing, we believe that a prudent investor on
March 31, 1996, would give equal weight to the guideline company and income
approaches. Consequently, we have weighted the guideline company and income
approach value indications by 0.5.

31
<PAGE> 40
UNITED BANK

VALUATION CONCLUSION (cont'd)

The calculations are presented as follows:

<TABLE>
<CAPTION>
INDICATED VALUE
APPROACH (CONTROL BASIS) WEIGHT RESULT
-------- --------------- ------ ------
<S> <C> <C> <C>
Guideline Company $10,010,000 0.5 $ 5,005,000
Income 10,754,000 0.5 5,377,000
-----------
Concluded Value United Bank (Control Basis) $10,382,000
===========
</TABLE>

VALUATION CONCLUSION

Therefore, based on the definitions, limiting conditions, financial data,
analyses, management representations, and related assumptions summarized in the
foregoing report, it is our opinion that, as of March 31, 1996, the market
value of the outstanding common stock of United Bank may be represented as:

TEN MILLION THREE HUNDRED EIGHTY-TWO THOUSAND DOLLARS
$10,382,000

32
<PAGE> 41
ADDENDA
<PAGE> 42
EXHIBIT I
UNITED BANK
COMPARATIVE BALANCE SHEETS
<PAGE> 43
EXHIBIT I
UNITED BANK
COMPARATIVE BALANCE SHEETS
FOR THE
FIVE-YEARS ENDED DECEMBER 31, 1995
AND THE
THREE-MONTHS ENDED MARCH 31, 1996
($000'S)

<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
---------- -------------------------------------------------
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
Cash and Due from Banks $ 2,616 $ 2,583 $ 2,440 $ 1,907 $ 3,270 $ 2,695
Securities 28,550 28,800 30,588 29,794 33,352 30,722
Federal Funds sold 2,530 6,300 - 460 1,560 2,085
Loans and Leases 48,481 44,142 41,960 36,946 34,273 30,680
Allowance for Losses (593) (538) (559) (437) (469) (495)
------- ------- ------- ------- ------- --------
Loans and Leases, Net 47,888 43,604 41,401 36,509 33,804 30,185
Other Assets 4,778 4,724 5,230 5,834 6,368 6,800
------- ------- ------- ------- ------- --------
Total Assets $86,362 $86,011 $79,569 $74,504 $78,354 $ 72,487
======= ======= ======= ======= ======= ========

LIABILITIES AND CAPITAL
- -----------------------
Deposits
Non-Interest Bearing $ 17,838 $15,295 $ 13,470 $11,009 $ 12,707 $ 10,716
Interest Bearing 58,898 61,138 56,245 55,444 57,727 54,479
------- ------- ------- ------- ------- --------
Total Deposits 76,736 76,433 69,715 66,453 70,434 65,159

Other Borrowings - - 1,500 - - -
Other Liabilities 1,698 1,808 1,535 1,550 1,690 1,797
------- ------- ------- ------- ------- --------
Total Liabilities 78,434 78,241 72,750 68,003 72,124 66,992

Equity Capital
Common Stock 1,500 1,500 1,500 1,500 1,500 1,500
Surplus 1,500 1,500 1,500 1,500 1,500 1,500
Undivided Profits 4,928 4,770 3,909 3,501 3,230 2,495
------- ------- ------- ------- ------- --------
Total Equity Capital 7,928 7,770 6,909 6,501 6,230 5,495

Total Liabilities & Capital $86,362 $86,011 $79,659 $74,504 $78,354 $ 72,487
======= ======= ======= ======= ======== ========
</TABLE>
<PAGE> 44
EXHIBIT II
UNITED BANK
COMPARATIVE STATEMENTS OF INCOME
<PAGE> 45
EXHIBIT II
UNITED BANK
COMPARATIVE STATEMENTS OF INCOME
FOR THE
FIVE-YEARS ENDED DECEMBER 31, 1994
AND THE
THREE MONTHS ENDED MARCH 31, 1996
($000'S)

<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
---------- -------------------------------------------------
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Interest and Fees on Loans $1,169 $4,101 $3,371 $3,243 $3,175 $2,944
Interest on Cash Balances - - - - - 5
Taxable Securities Income 297 1,308 1,331 1,767 2,182 2,234
Tax Exempt Securities Income 106 430 398 169 29 -
Interest on Federal
Funds Sold & Other 49 176 60 56 59 107
------ ------ ------ ------ ------ ------

Total Interest Income 1,621 6,015 5,160 5,235 5,445 5,290

Total Interest Expense 633 2,571 1,813 2,244 2,612 2,593
------ ------ ------ ------ ------ ------
Net Interest Income 988 3,444 3,422 3,201 2,678 2,300
------ ------ ------ ------ ------ ------
Provisions for Loan Losses 84 279 236 137 165 120
Non-interest Income 249 955 849 810 865 683
Securities Gains (losses) - 24 - 95 365 (23)
Other Expenses:
Salaries and Benefits 546 1,882 1,545 1,466 1,340 1,323
Occupancy 60 266 315 294 310 204
Miscellaneous Expenses 188 987 1,148 1,048 1,160 877
------ ------ ------ ------ ------ ------
Total Other Expenses 794 3,135 3,008 2,808 2,810 2,404

Net Income Before Tax
& Extraordinary Items 359 1,009 1,027 1,161 933 436
Income Taxes (Benefit) 98 246 306 426 335 131
------ ------ ------ ------ ------ ------
Net Income (Before
Extraordinary Items) 261 763 721 735 598 305

Extraordinary Items - - - - - -
------ ------ ------ ------ ------ ------
Net Income $ 261 $ 763 $ 721 $ 735 $ 598 $ 305
====== ====== ====== ====== ====== ======

Dividends N/A N/A 450 0 0 0
====== ====== ====== ====== ====== ======
</TABLE>
<PAGE> 46

EXHIBIT III
COMPANY PROFILE - GRA, PETTY & COMPANY, INC.
<PAGE> 47

QUALIFICATIONS AND CREDENTIALS
GRA, PETTY & COMPANY, INC.

HISTORY: GRA, Petty & Company, Inc. was
formed in late 1989 by GRA, Inc., a
nationally recognized, integrated
Kansas City based consulting and
management advisory service firm, to
diversify and expand the Firm's
financial valuation services
practice. GRA, Petty & Company,
Inc. specializes in the
customization of appraisal services
utilizing creative, yet supportable,
valuation techniques to precisely
meet client needs in a timely and
cost effective manner.

OUR SERVICES: GRA, Petty & Company's valuation
services have been utilized for a
myriad of situations and
transactions such as the
establishment/revaluation of
Employee Stock Ownership
Plans/Trusts, mergers/acquisitions
and divestitures, estate and gift
tax filings, financing and
recapitilizations, and bankruptcies.

INDUSTRIES SERVED: The professional and experienced
staff has served a wide array of
industries and distinguished
clients. The industries include
banking, savings and loan/thrift,
oil and gas exploration, crude oil
refining and marketing, oil field
equipment manufacturers, contract
drilling, high technology oil
services, health care, specialty
chemical manufacturing,
petrochemical, paper manufacturing,
retail/wholesale, food processing,
engineering and construction, soft
drink bottling, media, and real
estate development.
<PAGE> 48
GRA, PETTY & COMPANY, INC. (cont'd)

WE COUNSEL: GRA, Petty & Company, Inc.'s
financial valuations have been used
by the following groups for the
representative assignments as
depicted below:

EMPLOYEE BENEFIT PLAN ADMINISTRATORS
/TRUSTEES: Develop valuations for
the establishment, or revaluation,
of Employee Stock Ownership
Plans/Trusts in conjunction with
the administration of such
plans/trusts.

ATTORNEYS: Prepare financial
valuations of closely held
businesses for estate and gift tax
filings,
recapitalizations/restructurings,
and provide consultation and
appraisals for pending litigation,
and other matters which require
reasonableness or fairness opinions.

BANKERS & TRUST OFFICERS: Prepare
valuations in conjunction with
proposed financing transactions,
estate and gift tax cases, and
related valuation matters.

CORPORATE OFFICERS: Provide
valuations for pre-acquisition,
merger/divestiture studies,
allocation of purchase/sale price
for Federal tax purposes, financing
or restructuring transactions,
closely held companies and their
underlying securities/financial
instruments, various intangible
assets categories (patents,
trademarks/ tradenames, proprietary
technology/software, licenses,
noncompete agreements, franchise
rights, distributionship agreements,
customer and subscription lists,
core deposits, etc.).

ACCOUNTING & FINANCIAL CONSULTANTS:
Develop feasibility studies of
pending merger/acquisition or
divestiture transactions, and/or
proposed major capital expansion
projects or joint venture
opportunities.

<PAGE> 49
GRA, PETTY & COMPANY, INC. (cont'd)

WE COUNSEL: (cont'd) GOVERNMENT AGENCIES: Prepare
valuations involving closely held
businesses and financial
institutions for various regulatory
or taxing agencies such as the FDIC
and IRS, respectively.

AFFILIATIONS: ESOP Association - Washington, D.C.
National Center for Employee
Ownership (NCEO) - Oakland,
California

<PAGE> 50
EXHIBIT IV
PROFESSIONAL QUALIFICATIONS - VALUATION TEAM
<PAGE> 51
PROFESSIONAL QUALIFICATIONS
M. CURTIS PETTY

PRESENT POSITION: Mr. Petty co-founded GRA, Petty & Company,
Inc., a subsidiary of GRA, Inc. in late 1989,
and serves as President and Chief Executive
Officer. In this capacity he directs the
firm's valuation engagements of closely-held
businesses, financial institutions, and
intangible assets for mergers/acquisitions,
purchase/sale price allocations, estate and
gift tax assignments. Additionally, Mr.
Petty prepares valuations of proposed,
pending or actual financial transactions such
as recapitalizations, liquidations, employee
stock ownership plans (ESOPS) and provides
litigation support service in conjunction
with various legal proceedings.

EXPERIENCE: Mr. Petty has held senior financial positions
in the valuation, health care, high
technology oil services, commercial banking,
oil and gas, and the agri-business
industries.

From mid 1986 to late 1989, Mr. Petty was
a senior financial valuation specialist with
Marshall And Stevens Incorporated, where he
specialized in the valuation of closely held
business and intangible assets for merger/
acquisitions, divestitures, estate and
inheritance tax matters, and prepared
valuations of numerous other, financial
transactions such as Employee Stock Ownership
Plans, recapitalizations etc., for clients
across a wide spectrum of industries. From
1984 to 1986, Mr. Petty served as Vice
President and Treasurer of Medical Networks
Inc., where he was responsible for strategic
and financial planning, professional
liability (risk management) programs, as well
as financing and consulting with various
hospital groups in the establishment of
alternative health care delivery systems.
From 1981 to 1984, Mr. Petty served as
Manager-Corporate Development and Analysis
and Manager of Financial Planning and
Reporting during three-fold growth at Digicon
Inc., a high technology oil services company.
In these capacities he was responsible for
planning and forecasting, new venture and
merger/acquisition analyses, investor
relations, securities registration, and
S.E.C. reporting, capital budgeting, and
short-term financing activities. From 1978
to 1981, Mr. Petty served as Manager of the
Corporate Financial Planning Group in the
corporate services department at First City
National Bank
<PAGE> 52

M. CURTIS PETTY (cont'd)

EXPERIENCE: (cont'd) of Houston. In this capacity, he provided
financial consulting services to energy,
manufacturing, retail and wholesale
distribution, and banking entities throughout
Texas and the Southwest. From 1976 to 1978,
Mr. Petty was Senior Financial Analyst in the
Corporate Finance Department at United Energy
Resources, an oil and gas and natural gas
pipeline company. Primary responsibilities
included detailed evaluations of merger/
acquisition candidates and the analysis of
major capital projects for subsequent
funding. From 1973 to 1976, Mr. Petty was
assigned as a project consultant to the Food
and Agriculture Organization (F.A.O.) in
Rome. His duties included the preparation of
detailed business and marketing plans for
presentation to various export financing,
international development agencies,
investment, and merchant bank groups.

EDUCATION: Mr. Petty received his MBA degree from
Southern Methodist University in 1979, with a
concentration in finance and accounting. In
1973 he received his BBA from the University
of Oklahoma with a concentration in economics
and marketing. He has also attended seminars
covering such topics as: risk analysis in
assessing frontier exploration areas,
evaluation of M&A candidates, S.E.C.
Integrated Disclosure requirements, capital
budgeting considerations for product (life)
cycles, and contribution analysis for
divestitures.

REPRESENTATIVE INDUSTRIES SERVED:
Financial Institutions
Financial Services
Healthcare
Oil and Gas Exploration
Crude Oil Refining and Marketing
Oil Field Equipment Manufacturers
Contract Drilling Concerns
High Technology Oil Services
Specialty Chemical Manufacturing
Petrochemical Industry
Paper Manufacturing
Retail/Wholesale
Food Processing
Engineering and Construction
Soft Drink Bottling
Real Estate Development
Professional Service Firms
<PAGE> 53
PROFESSIONAL QUALIFICATIONS
HERBERT GIN

PRESENT POSITION: Mr. Gin joined GRA, Petty & Company, Inc. in mid 1994.
As Vice President of the firm, he performs valuations
for closely-held businesses for estate and gift tax
purposes, Employee Stock Ownership Plan (ESOP) and
merger/acquisition transactions. In this capacity,
Mr. Gin has developed computer-based financial models
to assist in the valuation analysis process.

EXPERIENCE: Mr. Gin has held senior financial positions in the
engineering/construction, commercial insurance, high
technology oil services, health care, and the oil and
gas industries.

From mid 1992 to mid 1994, Mr. Gin was a dedicated
project accountant with Gulf Interstate Engineering
Company, where he directed the financial reporting
activities to the client. In that capacity, Mr. Gin
developed a fixed asset monitoring and reporting system
to control project related capital expenditures on a
$800 million pipeline, storage and offshore terminaling
facility in the Republic of Yemen. Additionally, Mr.
Gin was responsible for the negotiation and
administration of the company's project specific
sub-contracts with engineering and transportation
suppliers.

From early 1991 to mid 1992, Mr. Gin served as a Senior
Financial Analyst for HOMCO International, an oil field
service company. In that capacity, he was responsible
for strategic and financial planning, management
reporting and special projects. Special projects
included development of a capital expenditure
management reporting system, merger and acquisition
analysis and business development where he identified
and analyzed new market opportunities. Through his
business development activities, the Company entered
into a joint venture arrangement which expanded the
Company's international presence. Mr. Gin participated
in the acquisition analysis of a foreign competitor
which resulted in the company acquiring the competitor
for $10 million.

<PAGE> 54
HERBERT GIN (cont'd)

EXPERIENCE (cont'd) From late 1989 to early 1991, Mr. Gin held a position
of financial analyst with Ranger Insurance, a property
and casualty insurance company. In that capacity, he
was responsible for strategic and financial planning,
internal consulting and special projects. Special
projects included the development of a bonus
compensation system for marketing representatives and
market feasibility analyses for the development of new
products and expansion of existing financial products.

From early 1988 to late 1989, Mr. Gin was self employed
as an independent contractor while pursuing his
graduate studies. In this capacity, he provided
technical computer support to health care facilities
and providers. Mr. Gin was also engaged to perform a
detail financial review of an oil and gas
partnership which was used in a pending litigation
action against the general partner.

From early 1982 to early 1988, Mr. Gin served as
financial and treasury analyst for Digicon, Inc., a
high technology oil and gas services company. Mr. Gin
was responsible for planning and forecasting, capital
budgeting, management reporting, due diligence reviews,
banking relations, cash management operations, and
investor relations. During his tenure with Digicon, Mr.
Gin was an active participant in the Company's numerous
leverage-buyout and merger and acquisition
transactions. In addition, Mr. Gin assisted in the
development of the Company's reorganization plan under
the Company's Chapter 11 Bankruptcy Reorganization
Proceedings.

From 1980 to 1982, Mr. Gin held a position as
supervisor of international finance with Coastal
Corporation. His primary responsibilities were
structuring financial transactions involving natural
gas and crude oil trading utilizing letters of credit
and negotiating with major money center banks for
favorable rates on letters of credit transactions.

From 1979 to 1980, Mr. Gin served as assistant credit
manager for Bowen Tools, Inc., an oilfield manufacturing
service company. His primary responsibilities were
credit analysis/review, structuring international
transactions involving letters of credit and foreign
currency hedging activities.

<PAGE> 55
HERBERT GIN (cont'd)

EDUCATION: Mr. Gin received his MBA degree from the University
of Houston in 1989, with an emphasis in finance and
accounting. In 1979, he received his BBA from the
University of Houston with a concentration in finance.

REPRESENTATIVE INDUSTRIES SERVED:
Engineering and Construction - Petroleum/Pipeline
High Technology Oil Services
Oilfield Manufacturing and Services
Health Care
Energy - Integrated
Commercial Insurance

<PAGE> 1
EXHIBIT 99(b)(4)

September 6, 1995

Mr. D. Wesley Schubert
Vice President
Ameribank Corporation
201 North Broadway
Shawnee, Oklahoma 74801

Dear Mr. Schubert:

At your request, we have prepared a valuation as of June 30, 1995, of the
business enterprise known as United Bank (hereinafter also referred to as the
Bank) having its headquarters in Del City, Oklahoma. This valuation will be
used in assessing the financial alternatives available to Ameribank as a
shareholder of United Bank.

Based on the definitions, limiting conditions, financial data, information,
analyses, management representations, and related assumptions presented in the
following report, it is our opinion that the market value of the business
enterprise known as United Bank as of the June 30, 1995 valuation date, may be
reasonably represented as:

$9,140,000

A copy of the report, along with the source data from which it was prepared,
will be retained in our files for a period of ten years and is available for
your review upon request.

Very truly yours,

/s/ GRA, PETTY & COMPANY, INC.

GRA, Petty & Company, Inc.
<PAGE> 2

MARKET VALUE APPRAISAL

of the

Business Enterprise

known as

UNITED BANK
DEL CITY, OKLAHOMA

Valuation Team Members:

David L. O'Toole
Chairman

M. Curtis Petty
President & Chief Executive Officer

David E. Roth
Senior Vice President

As of

June 30, 1995

GRA, Petty & Company, Inc.
<PAGE> 3

CERTIFICATION

The undersigned members of the valuation team certify the following:

United Bank was visited by GRA, Petty & Company, Inc. personnel in
conjunction with this engagement on August 21 and 22, 1995;

The undersigned have no present or contemplated future interest in
United Bank nor a personal interest or bias with respect to the
parties involved;

This appraisal report has been made in conformity with the Codes of
Ethics and Standards of Practice recommended by the major professional
appraisal and financial analysis organizations.

/s/ DAVID L. O'TOOLE
- --------------------------------------
David L. O'Toole
Chairman

/s/ M. CURTIS PETTY
- --------------------------------------
M. Curtis Petty
President & Chief Executive Officer

/s/ DAVID E. ROTH
- --------------------------------------
David E. Roth
Senior Vice President
<PAGE> 4
TABLE OF CONTENTS

Opinion Letter
Title Page
Certification
Table of Contents
<TABLE>
<CAPTION>
PAGE
NO.
-----
<S> <C>
INTRODUCTION
- ------------
Purpose of the Valuation 1

Format of the Report 4

DESCRIPTION SECTION
- -------------------
History and Operations 5
General 5
Employees 5
Operations 5
Loan Portfolio 5
Market & Competition 7
Regulatory Affairs 7
Litigation 7

Financial Review 8
Overview 8
Balance Sheet Analysis 10
Income Statement Analysis 10
Summary 11
</TABLE>
<PAGE> 5
TABLE OF CONTENTS (cont'd)

VALUATION SECTION
- -----------------
Valuation 16
Overview 16
Valuation Issues 16
Valuation Issues 26

Discounted Future Returns Approach 24
Selection of Benefits to be Discounted 24
Selection of a Discount Rate 24

Income Approach 26
United Bank's Forecast 26
Indicated Value - Income Approach Value - Control Basis 28

Valuation Conclusion 28

PURPOSE OF THE VALUATION

The valuation presented in this report was made in order to estimate the market
value of the business enterprise known as United Bank (hereinafter also
referred to as the Bank) as of June 30, 1995 (the valuation date). This
valuation will be used in assessing the financial alternatives available to
Ameribank as a shareholder of United Bank.

ASSUMPTIONS AND LIMITING CONDITIONS

INFORMATION AND DATA

In the preparation of this valuation, the Bank's management (i) provided
information concerning the operational and financial performance of the Bank
such as (a) Consolidated Reports of Condition and Income, and related
supplementary schedules as filed with the Federal Deposit Insurance Corporation
(FDIC) for the five years ended December 31, 1994 and the six months ended June
30, 1995, and (b) the Bank's 1995 operating plan/budget; (ii) permitted us to
review or discuss various other documents such as recent regulatory
examinations and bank policy manuals; and (iii) addressed numerous questions
posed during our investigation relating to the future direction of the Bank.
Moreover, other data contained herein by reference or otherwise was obtained
from sources believed to be reliable. Inasmuch as the above data and
information were obtained from Bank representatives, or other reputable sources
that were represented to GRA, Petty & Company, Inc. as being knowledgeable and
truthful, we have accepted this information as being accurate and reliable; and
therefore, we have not independently verified the information provided, nor
have we prepared any independent review or other analysis to assess the quality
of the Bank's loan portfolio. To the extent that such data or client supplied
information may be found at a later date to have been inaccurate or
misrepresented, we accept (i) no liability for the consequences such inaccuracy
or misrepresentation may have on our value conclusions expressed herein or the
utilization of our conclusions in any actions taken by Ameribank or the Bank's
management, board of directors, stockholders, creditors; nor (ii) any
responsibility to update any valuation conclusions to reflect the impact that
more accurate data may, or may not have, on our opinion(s).

1
<PAGE> 7
ASSUMPTIONS AND LIMITING CONDITIONS

ESTIMATE OF MARKET VALUE

The estimate of market values presented herein is the appraisers' opinion based
on careful consideration of the information obtained during the investigation.
In this regard, our conclusions are based on the implicit assumption that
management will continue to maintain the character and integrity of the Bank.

VALUATION FEE

The fee for this valuation is not contingent upon the values expressed herein
nor any other event other than the delivery of this report.

SALE OR PURCHASE

VALUATION DATE

The valuation date to which the conclusions and opinions expressed in this
report apply is June 30, 1995, as set forth in the opinion letter. The dollar
amount of any value reported is based on the purchasing power of the U.S.
dollar and certain prevailing conditions in the capital and securities markets
as of the valuation date. In this regard, we assume no responsibility for
economic, financial, physical, or other factors occurring subsequent to the
valuation date that may or may not affect the opinions reported herein.

LEGAL OR SPECIALIZED EXPERTISE

2
<PAGE> 8
ASSUMPTIONS AND LIMITING CONDITIONS

INSPECTION

The offices of the Bank were visited by GRA, Petty & Company, Inc. personnel in
conjunction with this engagement on August 21 and 22, 1995.

CONFIDENTIALITY/ADVERTISING

HAZARDOUS SUBSTANCES

UNEXPECTED CONDITIONS

We assume there are no hidden or unexpected conditions of the subject Bank, not
specifically disclosed to us that would adversely affect the value of the
Bank's common stock.

3
<PAGE> 9
ASSUMPTIONS AND LIMITING CONDITIONS

COURT TESTIMONY

FORMAT OF THE REPORT

4
<PAGE> 10

UNITED BANK

HISTORY AND OPERATIONS

GENERAL

EMPLOYEES

None of the Bank's employees are represented by a union or covered under a
collective bargaining agreement and employee relations are considered to be
good. As of the June 30, 1995 valuation date, the Bank employed 57 persons.

OPERATIONS

LOAN PORTFOLIO

The bank's loan portfolio for the two-years ended December 31, 1994 and the
interim period ended June 30, 1995, was structured as presented in Table I on
the following page.
<PAGE> 11

TABLE I
UNITED BANK
LOAN PORTFOLIO ANALYSIS
(000'S)

<TABLE>
<CAPTION>
LOAN PORTFOLIO
- --------------
LOAN CATEGORY JUNE 30 , 1995 DECEMBER 31, 1994 DECEMBER 31, 1993
------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Real Estate: $ % $ % $ %
----------- ------- ----------- ------- ----------- -------
Construction and Land Development $ 3,297,000 8.0% $ 2,042,000 4.9% 2,833,000 7.7%
Farm Land 7,000 -- 458,000 1.1 11,000 --
Residential (1-4 family) 6,117,000 14.9 4,890,000 11.7 4,256,000 11.5
Multifamily (5 or more) 798,000 1.9 1,101,000 2.6 1,334,000 3.6
Non-Farm Non-Residential 11,269,000 27.5 11,738,000 28.0 6,783,000 18.4
----------- ------- ----------- ------- ----------- -------
Sub-total $21,488,000 52.4% $20,229,000 48.2% $15,217,000 41.2%

Other Loans:
Agricultural Production $ -- -% $ -- -% $ -- -%
Commercial & Industrial Loans 9,983,000 24.3 11,808,000 28.1 13,560,000 36.7
Loans to Individuals 9,456,000 23.1 9,070,000 21.6 7,478,000 20.2
Other 80,000 0.2 853,000 2.0 691,000 1.9
----------- ------- ----------- ------- ----------- -------
Sub-total 19,519,000 47.6 21,731,000 51.8 21,729,000 58.8

Total Loans $41,007,000 100.0% $41,960,000 100.0% $36,946,000 100.0%
=========== ======= =========== ======= =========== =======
</TABLE>

6
<PAGE> 12
UNITED BANK

LOAN PORTFOLIO (cont'd)

As the preceding table demonstrates, the growth of the Bank's loan portfolio
has been concentrated in residential (1-4 family) real estate loans and
commercial real estate lending. These two categories combined for 29.9% of the
Bank's total portfolio 1 1/2 years ago and now comprise 42.4%. A corresponding
decline in commercial and industrial loans suggests that ,in addition to growth
in its residential portfolio, the Bank is securing a greater number of its
commercial loans with real estate.

MARKET AND COMPETITION

As of December 31, 1994, (the most recent reporting date) there were 34 banks
with a total of 120 branches headquartered in Oklahoma County, Oklahoma with
total deposits (individual, partnership and corporate) of approximately
$5,761,171,000 and total loans of $4,168,872,000. The market for banking
services in United Bank's primary market area can be considered very
competitive.

REGULATORY AFFAIRS

United Bank is regulated by the Oklahoma State Banking Department and the FDIC.
In our discussions with Management, they indicated that satisfactory ratings
had been assigned to the Bank.

LITIGATION

7
<PAGE> 13
UNITED BANK

FINANCIAL REVIEW

OVERVIEW

Comparative balance sheets and income statements for the five-years ended
December 31, 1994 and the six months ended June 30, 1995 are presented as
Exhibits I and II, respectively, in the Addenda of this report. Table II on
the following page presents selected ratio analysis for United Bank.

8
<PAGE> 14

TABLE II
UNITED BANK
SELECTED RATIO ANALYSIS

<TABLE>
<CAPTION>
JUNE 30(1) FOR THE YEARS ENDED DECEMBER 31
--------- -------------------------------------------------
1995 1994 1993 1992 1991 1990
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PROFITABILITY (%)

Return on Average Assets 0.88 1.09 0.94 0.97 0.90 --
Return on Average Equity 10.05 12.53 11.33 12.54 11.51 --
ASSET QUALITY (%)

Net Charge-offs/Average Loans 0.67 (0.08) 0.75 0.50 0.00 --
Loan Loss Reserve/Total Loans 1.39 1.33 1.18 1.37 1.61 1.24

GROWTH RATES - (%)

Total Assets 7.20 6.92 (4.91) 8.09 19.33 --
Total Loans (4.49) 13.57 7.80 11.71 15.49 --
Total Deposits 5.36 4.91 (5.65) 8.04 21.86 --
Equity Capital 12.71 6.28 4.35 13.38 12.21 --

CAPITAL ADEQUACY (%)

Equity Capital/Assets 8.89 8.67 8.73 7.95 7.58 8.06
Primary Capital/Assets 9.41 9.31 9.26 8.50 8.21 8.56
Dividend Payout Ratio N/A 32.74 62.41 0.00 0.00 0.00

OTHER (%)

Loan/Deposit Ratio 55.83 60.19 55.60 48.66 47.06 49.66
Non-Interest Bearing
Deposits/Total Deposits 20.52 19.32 16.57 18.04 16.44 20.58
</TABLE>

(1) Annualized where appropriate

9
<PAGE> 15
UNITED BANK

FINANCIAL REVIEW

BALANCE SHEET ANALYSIS

As of June 30, 1995, the Bank's total assets were $82,478,000 which represents
a 3.5% (rounded) increase from December 31, 1994. Since 1990, the Bank's total
assets, loans, and equity have increased at annual compound growth rates of
approximately 7.0%, 10.1% and 9.4%, respectively.

Capital adequacy provides a basic measure of the financial strength of a
banking institution. Financial stability is often evaluated by a review of
capital ratios. The Bank's equity capital to asset ratio as of June 30, 1995
was 8.8% (rounded), which is above minimum regulatory requirements. As of the
same date, the Bank's primary capital to asset ratio, which includes the
reserve for loan losses, was 9.4%, which also well above regulatory minimums.
Despite consistent asset growth, the Bank has maintained adequate capital
levels.

The Bank's loan to deposit ratio as of June 30, 1995 was 55.83%, which reveals
that the bank has capacity for future growth when quality lending opportunities
arise. The Bank's loans have not grown in 1995 after growth of 13.5% in 1994.
The growth and composition of the Bank's loan portfolio was discussed earlier
in this report.

INCOME STATEMENT ANALYSIS

10
<PAGE> 16
UNITED BANK
FINANCIAL REVIEW
INCOME STATEMENT ANALYSIS

<TABLE>
<CAPTION>
RETURN ON ASSETS
NET INCOME AVERAGE ASSETS ROA
YEAR ($000'S) ($000'S) (%)
- ---------- ---------- ---------- ----------
<S> <C> <C> <C>
1995* 358 81,069 0.88
1994 840 77,082 1.09
1993 721 76,429 0.94
1992 735 75,421 0.97
1991 598 66,616 0.90

</TABLE>

* Annualized

The Bank has shown consistent earnings and growth. Management anticipates that
in the remainder of 1995 any trends adversely affecting net interest income
will be reversed with a corresponding increase in profitability.

SUMMARY
United Bank is well capitalized and profitable. Moreover, the Bank's capable
management team has met recent challenges, and is well positioned to take
advantage of opportunities within their primary geographic market.

U.S. ECONOMIC OUTLOOK
OVERVIEW
After a period of relatively low interest rates and stable economic growth, the
U.S. economy may be slowing. The leading economic indicators were down in May
(the most recent date reported as of the valuation date) and the Federal
reserve was considering lowering interest rates.

11
<PAGE> 17
U.S. ECONOMIC OUTLOOK

INTEREST RATES AN INFLATION

According to a Bloomberg Business News economic survey, the Federal Reserve is
expected to cut interest rates. A survey of 33 economists revealed an average
forecast of 5.65% for Fed Funds by the end of the third quarter, down from
6.00% at the end of June. Yields on the 30 year benchmark government bond
aren't expected to change from its late June level of just over 6.50%.

In the same survey, the inflation rate was not expected to change. The
consumer price index was expected to increase by 3.1% for the year ended
September 30, 1995. The rate was anticipated to increase only slightly in the
next year.

ECONOMIC OUTPUT

According to a survey by Dun and Bradstreet quoted by Bloomberg Business News,
U.S. business executives expect steady, continued growth in the third quarter.
Nearly two-thirds of the executives surveyed said they expect sales to be
higher than a year ago.

The index of leading economic indicators was expected to report its fourth
consecutive monthly decline in May. Although the index declined overall, the
data was mixed. Employment was down, and spending (adjusted for inflation)
declined. However, home sales and factory orders improved.

SUMMARY

The economy remains in a state of moderate, but consistent growth. Although
the economy has not experienced a real "boom" in this period of economic
expansion, it is also not expected to fall back into a recession. As the year
progresses, the Federal Reserve is expected to lower rates to stimulate a
sluggish economy.

12
<PAGE> 18
BANKING INDUSTRY OUTLOOK

The following industry outlook has relied on sources such as Standard and
Poor's, The Wall Street Journal, and Bloomberg.

BANKING INDUSTRY PROFITABILITY

After setting record profits of $32 billion in 1992, the banking industry
recorded another record of $43 billion in 1993. In the first half of 1994,
industry earnings topped $22 billion. The industry's record levels of
profitability were the result of relatively wide interest margins, improved
operating efficiency, and reduced loan write-offs.

However, the stock market appears to have anticipated a downturn in banking
profits. After hitting a monthly peak of 190.63 in August of 1994, the
Standard and Poor's index for regional banks closed the year at 159.71.
Although the index closed the year down approximately 9.0% from its December
1993 level of 175.18, the decline was led by a relatively small number of banks
with significant stock price declines. The median percent change for the year
was only a 1.1% loss in value.

According to a December 28, 1994 report by Bloomberg, much of the difficulties
currently being experienced by banks relate to higher interest rates.
"Regional banks have also been stung by higher rates, which are eroding income
from derivatives and reducing the value of bond holdings. Several banks took
painful steps to cover the losses."

The report explains that these results were not the result of recent
transactions. "The quarter's results were dictated by events three years ago,
when loan demand was in the dumps and interest rates were falling. For income,
banks invested idle cash in long-term bonds, booking profits from interest
payments and appreciating prices." As interest rates turned back up, low
yielding fixed rate bonds reduced interest margins as deposit rates began to
rise.

INDUSTRY GROWTH

Although profitability has been strong in the early 1990's for banks, the
industry has not been growing. According to the FDIC, deposits in FDIC-insured
commercial banks grew by 2.1% in 1993, up from 0.4% in 1992. The first half of
1994 indicates a deposit growth rate of less than 1.0%. According to Standard
& Poor's, "These anemic results reflect consumers' exodus

13
<PAGE> 19
BANKING INDUSTRY OUTLOOK

INDUSTRY GROWTH (cont'd)

from low-yielding bank deposits into higher yielding alternatives, such as
mutual funds and money market accounts. In the future, margins could suffer as
banks compete with these higher yielding alternatives to bring those funds back
in house."

Although banks are fighting for their traditional customer base, the industry
may begin to compete more aggressively in the securities industry. In a memo
written by Representative Jim Leach, chairman of the House Banking Committee,
he stated that the committee would consider modifying or repealing the
restrictions imposed on banks engaged in investment banking activities.

In addition to the opportunities in new markets, banks are finding additional
strength in other areas. A December report by Bloomberg reported that banks
are also returning to real estate lending. After a lengthy period in which
banks were reluctant to compete aggressively for real estate loans, they are
ready to return to the market.

MERGERS AND ACQUISITIONS

According to Standard & Poor's, bank merger activity hit a record high in 1993,
but slowed in 1994. According to S&P's Industry Surveys, "The slip in activity
reflects the industry's healthy state of affairs. With many of the asset
quality disasters behind the banks, there are fewer players interested in
selling out. In addition, bankers fear of rising interest rates and higher
inflation put downward pressure on bank stock prices and cooled merger
activity."

The relatively hectic merger activity of the last few years is the result of
two forces. First, relaxed interstate banking laws have allowed new bidders
into markets they were previously unable to enter. As the larger institutions
develop their interstate branch networks, the activity in this area will
eventually slow.

The second source of merger activity is the need to reduce non-interest
expenses. Medium sized and larger banks are merging in an effort to become
more efficient. Non-interest expenses in areas such as operations can be
reduced dramatically by the combination of financial institutions.

14
<PAGE> 20
BANKING INDUSTRY OUTLOOK

MERGERS AND ACQUISITIONS (cont'd)

Although merger activity and industry consolidation is expected to continue,
the industry will remain open to many smaller community banks. These banks
typically offer greater personal service and frequently serve communities
outside of major metropolitan areas which are not considered attractive by
larger institutions.

CONCLUSION

The banking industry is currently very strong. Recent net interest margins
have been wide providing record earnings. The industry as a whole is
consolidating and reducing expenses. In addition, loan losses are low and
reserves are high.

In spite of the current strength of the industry, many of the factors
contributing to this strength are probably not sustainable over the long run.
Rising interest rates in 1994 demonstrated that interest margins may shrink.
The economic growth experienced may slow as interest rates rise. Slower
economic growth will lead to higher loan losses. And finally, the reduction of
non-interest expense from consolidation will slow as merger activity slows.

The industry is however, prepared for these events. Loan loss reserves are
high and should be able to withstand a moderate downturn in economic activity.
And the industry has a great deal of capital built up. In 1995 and in the near
future, the industry is not likely to return to the record levels of
profitability experienced in 1993 and 1994, but it is poised to withstand an
expected downturn.

15
<PAGE> 21
VALUATION

OVERVIEW

In order to develop an opinion concerning the market value of the business
enterprise known as United Bank as of June 30, 1995, we will utilize the book
value/cost, guideline company, and discounted future returns approaches. The
term market value has been previously defined and also represents the amount at
which the ownership of United Bank would be justified to a prudent investor.
The three approaches are described below:

BOOK VALUE/COST APPROACH - This approach involves consideration of the
underlying assets less stated liabilities to derive the value of
stockholders' equity.

The application of these approaches will be discussed individually in the
appropriate section of this report.

VALUATION ISSUES

The issues inherent in this valuation are presented and discussed individually
below:

2. PREMIUM FOR MAJORITY - W.T. Grimm and Company's Mergerstat
Review - 1994 (the most recent issue) which is an annual
publication that provides comprehensive statistics on mergers,
acquisitions and divestitures for over fifty industries,
reported in the most recent issue that the average premium for
a controlling interest in the banking and finance industry in
1994 was 34.6%, while the five-year average was 38.3%.
Historically, depending on the industry, premiums have ranged
as high as 100%. However, in developing our valuation we used
a 30.0% premium for control due to the Bank's financial
condition and market position.
<PAGE> 22
VALUATION
VALUATION ISSUES

4. RECENT TRANSACTIONS - In response to our inquiries, management
has indicated that there is not an active market in the stock
of the Bank. Accordingly, this valuation has excluded from
consideration the trading history of stock in these entities.

UNITED BANK

BOOK VALUE/COST APPROACH

The simplest form of valuation is the book value/cost approach. This approach,
in essence, merely takes stockholders' equity, assets less stated liabilities,
as stated at a selected balance sheet date. As of June 30, 1995, United Bank's
stockholders' equity was $7,335,000 (rounded). The disadvantages of the book
value/cost valuation measure are that it (i) ignores future earnings; (ii) does
not reflect the outlook for the geographic market segment served by the Bank;
(iii) does not consider the impact of the management group; and (iv) does not
reflect the market value of the Bank's assets as of the valuation date.
Consequently, the book value/cost approach will be eliminated from further
consideration in this valuation.

17
<PAGE> 23
UNITED BANK

GUIDELINE COMPANY APPROACH

OVERVIEW

18
<PAGE> 24
UNITED BANK

GUIDELINE COMPANY APPROACH

SELECTION OF PUBLICLY TRADED BANKS

The selected publicly traded banks/bank holding companies are presented below:

<TABLE>
<CAPTION>
HEADQUARTERS TICKER MARKET OR
HOLDING COMPANY NAME CITY/STATE SYMBOL EXCHANGE
-------------------- ------------ ------ ---------
<S> <C> <C> <C>
Boatmen's Bancshares, Inc. St. Louis, MO BOAT OTC
BOK Financial Corp. Tulsa, OK BOKF OTC
Commerce Bancshares, Inc. Kansas City, MO CBSH OTC
First Commercial Corporation Little Rock, AR FCLR OTC
Fourth Financial Corp. Wichita, KS FRTH OTC
Liberty Bancorp Oklahoma City, OK LBNA OTC
</TABLE>

BOATMEN'S BANCSHARES, INC. directly owns substantially all the capital stock of
subsidiary banks, a trust company, a mortgage banking company, a life insurance
company and an insurance agency. The subsidiary banks operate from about 425
offices in nine states including Oklahoma and Missouri. Boatmen's business
consists primarily of owning, supervising and controlling its subsidiary
companies.

BOK FINANCIAL CORPORATION is a holding company for the Bank of Oklahoma, N.A.
The Bank provides a wide range of financial services, including depository
lending and other services and real estate and commercial loans, to commercial
and industrial customers. Bank of Oklahoma operates through its 60 branch
facilities located primarily in the metropolitan areas of Tulsa and Oklahoma
City.

19
<PAGE> 25
UNITED BANK

SELECTION OF PUBLICLY TRADED BANKS (cont'd)

COMMERCE BANCSHARES, INC. is a bank holding company which owns, control or
manages approximately 10 banking subsidiaries. The Company owns over 170
offices in Missouri, Nebraska, Kansas and Illinois. The banks offer general
banking services to retail, residential and commercial customers. Non-banking
subsidiaries offer real estate construction and mortgage services and credit
cards.

FIRST COMMERCIAL CORPORATION is a bank holding company. The Company's
subsidiary banks attract deposits and offer residential real estate mortgage,
commercial, agricultural and consumer loans. First Commercial owns
approximately 21 banks in Arkansas, Tennessee and Texas and holds a 50%
interest in a bank in Oklahoma.

FOURTH FINANCIAL CORPORATION is a bank holding company. The Company's
subsidiary banks attract deposits and conduct commercial banking businesses,
offering real estate mortgage, agricultural, commercial, consumer and
educational loans and trust services. The Banks serves Kansas from 87 offices,
Oklahoma from 51 offices and Missouri from three offices. Fourth Financial also
owns and operates an insurance company.

LIBERTY BANCORP, INC. conducts banking and trust operations in Oklahoma through
its subsidiaries Liberty Bank & Trust Company of Oklahoma City, N.A. and
Liberty Bank & Trust Company of Tulsa. The Company has 31 full service banking
facilities in Oklahoma.

20
<PAGE> 26

TABLE IV
SELECTED PUBLICLY TRADED BANK HOLDING COMPANIES
FINANCIAL PERFORMANCE & MARKET DATA

<TABLE>
<CAPTION>
BOATMENS BOK FINANCIAL COMMERCE FIRST COMMERCIAL LIBERTY FOURTH FINANCIAL
BANCSHARES CORPORATION BANCSHARES CORP. BANCSHARES CORPORATION
---------- ----------- ---------- ---------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Return on Assets (%) (1) 1.29 1.16 1.21 1.11 0.90 1.13
Return on Equity (1) 16.31 19.04 13.05 14.13 11.05 15.34

Price-to-Earnings Multiples:
Current 6/95 (2) 10.65 10.22 11.05 12.14 12.17 11.84
FYE 12/94 (3) 8.19 10.05 9.47 10.92 10.94 10.95
Three-Year (3) 9.38 11.97 10.23 11.24 12.90 12.03
Five-Year (3) 10.07 N/A 10.25 11.13 N/M 13.52

Price-to-Book Multiples:
Current 6/95 (2) 1.67 1.99 1.29 1.77 1.25 1.79
FYE 12/94 (3) 1.29 1.96 1.24 1.59 1.18 1.66
Three-Year Weighted Avg. (3) 1.39 2.29 1.29 1.60 1.23 1.64
Five-Year (3) 1.37 N/A 1.27 N/A 1.13 1.59
</TABLE>

(1) Based on financial results at December 31, 1994.
(2) Represents six-months' results, calculated with June 30, 1995 closing
prices.
(3) All multiples were calculated from fiscal-year end results and December
31, 1994 closing prices.

N/A: Sufficient data not available to calculate multiple.
N/M: Not meaningful.

21
<PAGE> 27
UNITED BANK

GUIDELINE COMPANY APPROACH

SELECTION OF MARKET MULTIPLES

Due to United Bank's ROA and ROE ratios of 1.09% and 12.53% respectively, and
the nature of the geographic markets served as of June 30, 1995 versus the
selected bank holding companies that are substantially larger with more
geographically diverse operations, we believe that current minority
price-to-earnings and price-to-book multiples which are roughly 20.0% to 40.0%
below the median of the selected publicly traded banks is appropriate for this
valuation. Consequently, we have (i) selected (a) a minority price-to-earnings
multiple of 8.0; and (b) a minority price-to-book multiple of 1.00; (ii)
applied a control premium of 30.0% to convert these indices from a minority to
that of a control basis for the United Bank valuation as discussed in the
Valuation Issues section; and (iii) weighted the price-to- earnings and
price-to-book techniques by 0.5 and 0.5, respectively, to reflect their
relative significance to a prudent investor.

INDICATED VALUE - GUIDELINE COMPANY APPROACH - CONTROL BASIS

The guideline company approach calculation on a control basis, is presented on
Table IV on the next page. It should be noted that both the valuation multiple
presented for the publicly traded companies and the conclusions on the
following page are calculated using current (June 30, 1995) pricing data and
the most recent fiscal year financial results.

22
<PAGE> 28

TABLE IV
UNITED BANK
GUIDELINE COMPANY APPROACH - CONTROL BASIS
CALCULATIONS

<TABLE>
<CAPTION>
ADJUSTED PRELIMINARY RELATIVE
TECHNIQUE VALUE MULTIPLE RESULTS WEIGHT RESULT
--------- ----- -------- ----------- -------- ------
<S> <C> <C> <C> <C> <C>
Price-to-Earnings $ 840,000(1) 11.70(2) $9,828,000 0.5(3) $4,914,000
Price-to-Book $6,909,000(4) 1.30(5) $8,981,700 0.5(3) 4,490,850
----------
Indicated Value - Guideline Company Approach (Control Basis) 9,404,850
Rounded $9,400,000
==========
</TABLE>

(1) Net Income before extraordinary items per United Bank's Consolidated
Reports of Condition and Income for the period ended December 31, 1994.
(2) Minority price-to-earnings multiple of 8.0, adjusted for a control
premium of 30.0%, or 8.0 x 1.30 = 10.4.
(3) Relative weight assigned to each of the guideline company approach
techniques reflects their relative significance to a prudent investor.
(4) Total stockholders' equity on December 31, 1994 of $7,335,000 per United
Bank's Consolidated Reports of Condition and Income for the period ended
December 31, 1994.
(5) Minority price-to-book multiple of 1.0, adjusted for a control premium of
30.0%, or 1.0 x 1.30 = 1.30.

23
<PAGE> 29
UNITED BANK

DISCOUNTED FUTURE RETURNS APPROACH

SELECTION OF BENEFITS TO BE DISCOUNTED

SELECTION OF A DISCOUNT RATE

<TABLE>
<CAPTION>
TERM YIELD
---- -----
<S> <C>
1-year 5.62%
5-year 5.97%
10-year 6.20%
20-year 6.55%
</TABLE>

24
<PAGE> 30
UNITED BANK

DISCOUNTED FUTURE RETURNS APPROACH

SELECTION OF A DISCOUNT RATE (cont'd)

In this valuation, we have selected the 20-year treasury rate of 6.55% as our
risk-free rate. This selection is based upon the long term nature of an
investment in the Bank and the calculation and selection of a risk premium.
The risk premium added to the risk-free rate is dependent upon both the risk
premium an investor would require on an investment in the stock market, and the
relationship between the risk of the stock market and the risk in an investment
in the Bank.

<TABLE>
<CAPTION>
LONG TERM
HOLDING PERIOD COMMON STOCKS GOVERNMENT BONDS PREMIUM
- -------------- ------------- ---------------- -------
<S> <C> <C> <C>
One Year 12.4% 5.5% 6.9%
</TABLE>

Based upon the above data, we believe a market risk premium of 6.9% is
appropriate for this valuation.

As noted in the guideline company approach, publicly traded companies typically
are larger and have more diverse operations than a company such as United Bank.
In assessing the company specific risk of the Bank, we have considered, (i) the
volatility of the Bank's earnings; (ii) the size and geographic scope of the
Bank; and (iii) the level of the Bank's capital. Adjustment for these factors
requires an additional adjustment of 1.0% to compensate for risks unique to the
Bank.

25
<PAGE> 31
UNITED BANK

DISCOUNTED FUTURE RETURNS APPROACH

SELECTION OF A DISCOUNT RATE (cont'd)

A summary of all the elements of the discount rate are presented below.

<TABLE>
<S> <C>
Risk Free Rate 6.55%
Market Risk Premium 6.90%
Company Risk Premium 1.00%
Net Income Adjustment 2.00%
-----
Net Income Discount Rate 16.45%
Rounded 16.50%
======
</TABLE>

INCOME APPROACH

UNITED BANK'S FORECAST

26
<PAGE> 32

TABLE V
UNITED BANK
FIVE-YEAR FORECAST AS OF DECEMBER 31
($000'S)

<TABLE>
<CAPTION>
PROJECTED BEYOND VALUATION DATE
-----------------------------------------------------------------------------
1 2 3 4 5
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Total Average Assets ($000's) $ 87,426.7 $ 92,672.3 $ 98,232.6 $ 104,126.6 $ 110,374.2
Percent of Average Assets
Net Interest Income 4.20 4.25 4.25 4.25 4.25
Provision for Loan Losses 0.20 0.20 0.20 0.20 0.20
Non Interest Income 1.20 1.25 1.25 1.25 1.25
Non Interest Expense 3.85 3.80 3.75 3.75 3.75
------------- ------------- ------------- ------------- -------------
Pre Tax Income 1.35 1.50 1.55 1.55 1.55
Taxes 0.40 0.45 0.47 0.47 0.47
------------- ------------- ------------- ------------- -------------
Net Income 0.95 1.05 1.08 1.08 1.08
============= ============= ============= ============= =============
Net Income ($000's) $ 830.6 $ 973.1 $ 1,060.9 $ 1,124.6 $ 1,192.0
Discount Rate (%) 16.50 16.50 16.50 16.50 16.50
Present Value Factor 0.8584 0.7368 0.6324 0.5429 0.4660
Present Value -
Net Income ($000's) $ 713.0 $ 717.0 $ 670.9 $ 610.5 $ 555.5
Cumulative Present Value -
Net Income ($000's) $ 713.0 $ 1,430.0 $ 2,100.9 $ 2,711.4 $ 3,266.9

Rounded $ 3,270.0
=============
</TABLE>

27
<PAGE> 33
UNITED BANK

INCOME APPROACH

INDICATED VALUE - INCOME APPROACH VALUE - CONTROL BASIS

In order to derive a preliminary value using the income approach, the present
value of net income was calculated in Table VII on the preceding page. As can
be seen from this Table, the sum of discounted net income indicates a value of
$3,270,000 (rounded); however, it is necessary to recognize the net income
streams beyond year five (residual net income).

The value of net income beyond year five was calculated using the formula V =
[I1 / (r x g)]. In this formula, V = the indicated value, I1 = net income in
the first year beyond the valuation date, r = the discount rate, and g = the
growth rate of net income. Inserting the values derived earlier, and assuming
a 6.0% growth rate of net income, a value of 12,033,524 results. Discounting
this figure yields a present value of 5,607,622 (5,610,000 rounded).

<TABLE>
<S> <C>
Sum of Present Value of Net Income $3,270,000
Present Value - Residual Net Income 5,610,000
----------
Indicated Value - Income Approach (Control Basis) $8,880,000
==========
</TABLE>

VALUATION CONCLUSION

As previously stated, the guideline company approach reflects the attitudes of
many investors toward the past performance and future prospects of holding
companies engaged in the banking industry in states with similar economic
conditions to those surrounding United Bank. On the other hand, the income
approach is based on forecasts of the Bank's earnings power relative to income
and expenses. In view of the foregoing, we believe that a prudent investor on
June 30, 1995, would give equal weight to the guideline company and income
approaches. Consequently, we have weighted the guideline company and income
approach value indications by 0.5.

28
<PAGE> 34
UNITED BANK

VALUATION CONCLUSION (cont'd)
The calculations are presented as follows:

<TABLE>
<CAPTION>
INDICATED VALUE
APPROACH (CONTROL BASIS) WEIGHT RESULT
-------- --------------- ------ ------
<S> <C> <C> <C>
Guideline Company $9,400,000 0.5 $4,700,000
Income 8,880,000 0.5 4,440,000
----------
Concluded Value United Bank (Control Basis) $9,140,000
==========
</TABLE>

VALUATION CONCLUSION
Therefore, based on the definitions, limiting conditions, financial data,
analyses, management representations, and related assumptions summarized in the
foregoing report, it is our opinion that, as of June 30, 1995, the market value
of the outstanding common stock of United Bank may be represented as:

NINE MILLION ONE HUNDRED FORTY THOUSAND DOLLARS

$9,140,000
==========

29
<PAGE> 35

EXHIBIT I
UNITED BANK
COMPARATIVE BALANCE SHEETS
<PAGE> 36

EXHIBIT I
UNITED BANK
COMPARATIVE BALANCE SHEETS
FOR THE
FIVE-YEARS AND SIX MONTHS ENDED JUNE 30, 1995
($000'S)

<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
-------- --------------------------------------------------------
1995 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS

Cash and Due from Banks $ 3,335 $ 2,440 $ 1,907 $ 3,270 $ 2,695 $ 3,689
Securities 31,199 30,588 29,794 33,352 30,722 23,619
Federal Funds sold 2,515 -- 460 1,560 2,085 --
Loans and Leases 41,007 41,960 36,946 34,273 30,680 26,565
Allowance for Losses (569) (559) (437) (469) (495) (330)
-------- -------- -------- -------- -------- --------
Loans and Leases, Net 40,438 41,401 36,509 33,804 30,185 26,235
Other Assets 4,991 5,230 5,834 6,368 6,800 7,202
-------- -------- -------- -------- -------- --------
Total Assets $ 82,478 $ 79,569 $ 74,504 $ 78,354 $ 72,487 $ 60,745
======== ======== ======== ======== ======== ========

LIABILITIES AND CAPITAL

Deposits
Non-Interest Bearing $ 15,076 $ 13,470 $ 11,009 $ 12,707 $ 10,716 $ 11,012
Interest Bearing 58,379 56,245 55,444 57,727 54,479 42,487
-------- -------- -------- -------- -------- --------
Total Deposits 73,455 69,715 66,453 70,434 65,159 53,499

Other Borrowings -- 1,500 -- -- -- 460
Other Liabilities 1,688 1,535 1,550 1,690 1,797 1,889
-------- -------- -------- -------- -------- --------
Total Liabilities 75,143 72,750 68,003 72,124 66,992 55,848

Equity Capital
Common Stock 1,500 1,500 1,500 1,500 1,500 1,500
Surplus 1,500 1,500 1,500 1,500 1,500 1,500
Undivided Profits 4,335 3,909 3,501 3,230 2,495 1,897
-------- -------- -------- -------- -------- --------
Total Equity Capital 7,335 6,909 6,501 6,230 5,495 4,897

Total Liabilities & Capital $ 82,478 $ 79,659 $ 74,504 $ 78,354 $ 72,487 $ 60,745
======== ======== ======== ======== ======== ========
</TABLE>
<PAGE> 37

EXHIBIT II
UNITED BANK
COMPARATIVE STATEMENTS OF INCOME
<PAGE> 38

EXHIBIT II
UNITED BANK
COMPARATIVE STATEMENTS OF INCOME
FOR THE
FIVE-YEARS ENDED DECEMBER 31, 1994
AND THE
SIX MONTHS ENDED JUNE 30, 1995
($000'S)

<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
--------- ---------------------------------------------------------
1995 1994 1993 1992 1991 1990
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Interest and Fees on Loans $ 1,962 $ 3,371 $ 3,243 $ 3,175 $ 2,944 $ 2,750
Interest on Cash Balances -- -- -- -- 5 40
Taxable Securities Income 662 1,331 1,767 2,182 2,234 1,785
Tax Exempt Securities Income 211 398 169 29 -- --
Interest on Federal
Funds Sold & Other 99 60 56 59 107 318
--------- --------- --------- --------- --------- ---------

Total Interest Income 2,934 5,160 5,235 5,445 5,290 4,893

Total Interest Expense 1,257 1,795 1,813 2,244 2,612 2,593
--------- --------- --------- --------- --------- ---------
Net Interest Income 1,677 3,365 3,422 3,201 2,678 2,300
--------- --------- --------- --------- --------- ---------
Provisions for Loan Losses 149 90 236 137 165 120
Non-interest Income 495 920 849 810 865 683
Securities Gains (losses) -- 104 -- 95 365 (23)
Other Expenses:
Salaries and Benefits 905 1,712 1,545 1,466 1,340 1,323
Occupancy 115 281 315 294 310 204
Miscellaneous Expenses 540 1,195 1,148 1,048 1,160 877
--------- --------- --------- --------- --------- ---------
Total Other Expenses 1,560 3,188 3,008 2,808 2,810 2,404

Net Income Before Tax
& Extraordinary Items 463 1,111 1,027 1,161 933 436
Income Taxes (Benefit) 105 271 306 426 335 131
--------- --------- --------- --------- --------- ---------
Net Income (Before
Extraordinary Items) 358 840 721 735 598 305

Extraordinary Items -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Net Income $ 358 $ 840 $ 721 $ 735 $ 598 $ 305
========= ========= ========= ========= ========= =========

Dividends N/A 275 450 0 0 0
========= ========= ========= ========= ========= =========
</TABLE>
<PAGE> 39

EXHIBIT III
COMPANY PROFILE - GRA, PETTY & COMPANY, INC.
<PAGE> 40

QUALIFICATIONS AND CREDENTIALS
GRA, PETTY & COMPANY, INC.

HISTORY: GRA, Petty & Company, Inc. was formed in late 1989 by
GRA, Inc., a nationally recognized, integrated Kansas
City based consulting and management advisory service
firm, to diversify and expand the Firm's financial
valuation services practice. GRA, Petty & Company,
Inc. specializes in the customization of appraisal
services utilizing creative, yet supportable,
valuation techniques to precisely meet client needs in
a timely and cost effective manner.

OUR SERVICES: GRA, Petty & Company's valuation services have been
utilized for a myriad of situations and transactions
such as the establishment/revaluation of Employee
Stock Ownership Plans/Trusts, mergers/acquisitions and
divestitures, estate and gift tax filings, financing
and recapitilizations, and bankruptcies.

INDUSTRIES SERVED: The professional and experienced staff has served a
wide array of industries and distinguished clients.
The industries include banking, savings and
loan/thrift, oil and gas exploration, crude oil
refining and marketing, oil field equipment
manufacturers, contract drilling, high technology oil
services, health care, specialty chemical
manufacturing, petrochemical, paper manufacturing,
retail/wholesale, food processing, engineering and
construction, soft drink bottling, media, and real
estate development.

WE COUNSEL: GRA, Petty & Company, Inc.'s financial valuations have
been used by the following groups for the
representative assignments as depicted below:

EMPLOYEE BENEFIT PLAN ADMINISTRATORS/TRUSTEES:
Develop valuations for the establishment, or
revaluation, of Employee Stock Ownership Plans/Trusts
in conjunction with the administration of such
plans/trusts.
<PAGE> 41

GRA, PETTY & COMPANY, INC. (cont'd)

WE COUNSEL: ATTORNEYS: Prepare financial valuations of closely
(cont'd) held businesses for estate and gift tax filings,
recapitalizations/restructurings, and provide
consultation and appraisals for pending litigation,
and other matters which require reasonableness or
fairness opinions.

BANKERS & TRUST OFFICERS: Prepare valuations in
conjunction with proposed financing transactions,
estate and gift tax cases, and related valuation
matters.

CORPORATE OFFICERS: Provide valuations for
pre-acquisition, merger/divestiture studies,
allocation of purchase/sale price for Federal tax
purposes, financing or restructuring transactions,
closely held companies and their underlying
securities/financial instruments, various intangible
assets categories (patents, trademarks/ tradenames,
proprietary technology/software, licenses, noncompete
agreements, franchise rights, distributionship
agreements, customer and subscription lists, core
deposits, etc.).

ACCOUNTING & FINANCIAL CONSULTANTS: Develop
feasibility studies of pending merger/acquisition or
divestiture transactions, and/or proposed major
capital expansion projects or joint venture
opportunities.

GOVERNMENT AGENCIES: Prepare valuations involving
closely held businesses and financial institutions for
various regulatory or taxing agencies such as the FDIC
and IRS, respectively.

AFFILIATIONS: ESOP Association - Washington, D.C. National Center
for Employee Ownership (NCEO) - Oakland, California
<PAGE> 42

EXHIBIT IV
PROFESSIONAL QUALIFICATIONS - VALUATION TEAM
<PAGE> 43
PROFESSIONAL QUALIFICATIONS
DAVID L. O'TOOLE

PRESENT POSITION: Mr. O'Toole currently serves as an independent
financial advisor to a wide spectrum of companies and
industries. In this capacity, Mr. O'Toole consults
various corporate development matters and
merger/acquistion transactions.

EXPERIENCE: Mr. O'Toole has over eighteen years of concentrated
experience in all aspects of accounting, management
advisory services, tax, valuation, and
merger/acquisition consulting for financial
institutions.

From 1986 to 1994 Mr. O'Toole was President of GRA,
Inc., a nationally recognized Kansas City based bank
consulting and management advisory service firm, the
parent Company of GRA, Petty & Company, Inc, a
professional financial valuation service firm, where
he served as Chairman of the Board. Additionally, Mr.
O'Toole was Managing Director of GRA, Thompson, White
& Co., P.A., a related entity that provides accounting
and tax services to more than 400 financial
institutions in twenty states.

From late 1977 to late 1986, Mr. O'Toole was Director
of Client Services at GRA, Inc. where he was
responsible for directing the Firm's accounting, tax,
management, and valuation engagements. In this
capacity, Mr. O'Toole was instrumental in developing
computer based decision support packages involving
asset/liability management, strategic planning, and
budgeting. Additionally, Mr. O'Toole created and
directed an interim management service that provided
professional management personnel to financial
institutions during difficult transition periods.
From 1978 to 1984, Mr. O'Toole served as Chairman and
President of Blackburn Bank, a high performance
community bank that he acquired, where he was
responsible for strategic management, investment and
loan pricing, credit decisions, and the formation of a
one-bank holding company. From late 1975 to late
1977, Mr. O'Toole was a staff accountant at Arthur
Andersen & Company in the regulated industries
division where he performed audits of banks, trucking
companies, finance companies, and utilities. From mid
1973 to late 1975, Mr. O'Toole was a staff accountant
with the U.S. Army Audit Agency where he conducted
operational and compliance audits at Army
installations located through-out the United States.
<PAGE> 44

DAVID L. O'TOOLE (cont'd)

EDUCATION: Mr. O'Toole received his Bachelor of
Science degree in Business and
Accounting from Fort Hays State
University in 1973. In addition to
his formal education, Mr. O'Toole
has attended numerous professional
development seminars sponsored by
the American Bankers Association
(ABA), Bank Administration Institute
(BAI), Independent Banks Association
of America (IBAA), and various state
banking associations in Kansas,
Missouri, Colorado, and Oklahoma.

HONORS: Mr. O'Toole has served on the Board
of Directors of various bank and
bank holding companies in addition
to being a faculty member of the
Mid-South School of Banking in
Memphis, Tennessee.
<PAGE> 45

PROFESSIONAL QUALIFICATIONS
M. CURTIS PETTY

EXPERIENCE: Mr. Petty has held senior financial positions
in the valuation, health care, high
technology oil services, commercial banking,
oil and gas, and the agri-business
industries. From mid 1986 to late 1989,
Mr. Petty was a senior financial valuation
specialist with Marshall And Stevens
Incorporated, where he specialized in the
valuation of closely held business and
intangible assets for merger/ acquisitions,
divestitures, estate and inheritance tax
matters, and prepared valuations of numerous
other, financial transactions such as
Employee Stock Ownership Plans,
recapitalizations etc., for clients across a
wide spectrum of industries. From 1984 to
1986, Mr. Petty served as Vice President and
Treasurer of Medical Networks Inc., where he
was responsible for strategic and financial
planning, professional liability (risk
management) programs, as well as financing
and consulting with various hospital groups
in the establishment of alternative health
care delivery systems. From 1981 to 1984,
Mr. Petty served as Manager-Corporate
Development and Analysis and Manager of
Financial Planning and Reporting during
three-fold growth at Digicon Inc., a high
technology oil services company. In these
capacities he was responsible for planning
and forecasting, new venture and
merger/acquisition analyses, investor
relations, securities registration, and
S.E.C. reporting, capital budgeting, and
short-term financing activities. From 1978
to 1981, Mr. Petty served as Manager of the
Corporate Financial Planning Group in the
corporate services department at First City
National Bank
<PAGE> 46

M. CURTIS PETTY (cont'd)

EXPERIENCE: of Houston. In this capacity, he provided
(cont'd) financial consulting services to energy,
manufacturing, retail and wholesale
distribution, and banking entities throughout
Texas and the Southwest. From 1976 to 1978,
Mr. Petty was Senior Financial Analyst in the
Corporate Finance Department at United Energy
Resources, an oil and gas and natural gas
pipeline company. Primary responsibilities
included detailed evaluations of merger/
acquisition candidates and the analysis of
major capital projects for subsequent
funding. From 1973 to 1976, Mr. Petty was
assigned as a project consultant to the Food
and Agriculture Organization (F.A.O.) in
Rome. His duties included the preparation of
detailed business and marketing plans for
presentation to various export financing,
international development agencies,
investment, and merchant bank groups.

REPRESENTATIVE INDUSTRIES SERVED:
Financial Institutions
Financial Services
Oil and Gas Exploration
Crude Oil Refining and Marketing
Oil Field Equipment Manufacturers
Contract Drilling Concerns
High Technology Oil Services
Specialty Chemical Manufacturing
Petrochemical Industry
Paper Manufacturing
Retail/Wholesale
Food Processing
Engineering and Construction
Soft Drink Bottling
Real Estate Development
Professional Service Firms
<PAGE> 47

PROFESSIONAL QUALIFICATIONS
DAVID E. ROTH, CFA

PRESENT POSITION: Mr. Roth joined GRA, Petty & Company, Inc.
in 1990. As Senior Vice President of the
firm, he performs valuation services for
closely held businesses, financial
institutions, and intangible asset
valuations for mergers/acquisition,
purchase/sale price allocations, and estate
and gift tax purposes. His research in
these areas has led to the publication of an
article on "The Valuation of Deposit
Transfers" which analyzed the financial
aspects of purchasing a failed financial
institution. He has also published an
article on valuation of closely held
businesses and has been a speaker on the use
of Employee Stock Ownership Plans in mergers
and acquisitions.

EXPERIENCE: Mr. Roth joined the parent company of GRA,
Petty and Company, GRA, Inc., in 1988 upon
completion of his graduate studies. While
with GRA, he provided financial analysis and
planning, asset/liability management, loan
review, accounting, and regulatory
consulting services to financial
institutions throughout the Midwest.

From 1985 to 1986, he served as the manager
of internal audit for United Bank of Waco
(Texas). In that capacity, he developed the
audit program for a bank with total assets
of $180 million and developed, designed, and
implemented systems to monitor loan
documentation, to accurately test loan
accruals, and to review the financial
performance of the bank. He left the bank
in 1986 to pursue graduate studies.

From 1983 to 1985, Mr. Roth served in the
credit analysis and loan review functions of
United Bank. While there, he developed
computer models to track the performance of
the bank's commercial clients and provided
analytical support for bank stock loans,
leveraged ESOP transactions, and other
commercial lending transactions.

EDUCATION: Mr. Roth received his Master of Business
Administration from the University of
Virginia's Darden School in 1988. His
studies emphasized financial theory and
capital markets, with additional
<PAGE> 48
DAVID E. ROTH (cont'd)

EDUCATION: work in the areas of taxation of corporate
(cont'd) mergers and acquisitions and the management
of financial institutions. He received his
Bachelors of Business Administration from
Baylor University with a major in Finance and
a minor in Accounting. While at Baylor, he
was enrolled in the honors program, a member
of the debate team, and active in
extracurricular activities.

PROFESSIONAL CREDENTIALS:
Mr. Roth is a Chartered Financial Analyst
and a Certified Public Accountant. He is
also a member of the Houston Society of
Financial Analysts and the Association for
Investment Management and Research.

<PAGE> 1
EXHIBIT 99(b)(5)
to Schedule 13E3

COMPLETE APPRAISAL
IN A SUMMARY REPORT

EFFECTIVE DATE OF APPRAISAL
===========================

AUGUST 31, 1996

PROPERTY IDENTIFICATION
=======================

UNITED BANK TOWER
4600 S.E. 29TH STREET
DEL CITY, OKLAHOMA 73115

PREPARED FOR
============

SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS
OF UNITED OKLAHOMA BANKSHARES, INC.
4600 S.E. 29TH STREET
DEL CITY, OKLAHOMA 73115
MR. CLAUDE RAPPAPORT, CHAIRMAN
SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS

PREPARED BY
===========

R. W. FINLEY CO., INC.
3217 NORTHWEST 63RD STREET
OKLAHOMA CITY, OKLAHOMA 73116
PHONE NUMBER (405) 842-8808
FAX NUMBER (405) 842-8860
<PAGE> 2
[R.W. FINLEY CO., INC. LETTERHEAD]

September 23, 1996

Special Committee of the Board of Directors
of United Oklahoma Bankshares, Inc.
4600 S.E. 29th Street
Del City, Oklahoma 73115
Mr. Claude Rappaport, Chairman
Special Committee of the Board of Directors

Re: Appraisal File No. 96-25
United Bank Tower
4600 S.E. 29th Street
Del City, Oklahoma

Dear Mr. Rappaport:

In accordance with United Oklahoma Bankshares, Inc. appraisal instructions, I
have completed an appraisal and have arrived at an "as is" estimate of the
defined market value of the above referenced property. This complete appraisal
in a summary report has an effective date of August 31, 1996.

A complete legal description of the subject property was furnished by the
client and is contained within the body of this appraisal report. The enclosed
complete appraisal in a summary report illustrates and documents the reasonings
and findings that I have followed to guide me to a final conclusion and
estimate of defined value.

I believe that all data gathered by my company and utilized in this appraisal
report to be from reliable and competent sources.

This appraisal assignment was not based on a requested minimum valuation, a
specific value or the approval of a loan.

The conclusion of value in this letter is based upon the complete appraisal
report. The market value stated in this letter should not be accepted without
complete review, study and verification of input and the acceptance of the
contents of this summary appraisal report. Any questions or additional
information required should be requested prior to acceptance of indicated
values.
<PAGE> 3

Mr. Claude Rappaport
September 23, 1996
Page Two

It is my conclusion, subject to the limiting conditions and based on the
accompanying summary appraisal report, that the estimated "as is" market value
of the subject property as of August 31, 1996, is:

ESTIMATE OF VALUE OF UNITED BANK TOWER OFFICE BUILDING

TWO MILLION NINE HUNDRED FIFTY THOUSAND DOLLARS

$2,950,000

Respectfully submitted,

R. W. FINLEY CO., INC.

/s/ R.W. FINLEY

R. W. Finley, MAI

attachment:
RWF/jdm
<PAGE> 4
[MAP OF GREATER OKLAHOMA CITY, OKLAHOMA AREA]
<PAGE> 5
TABLE OF CONTENTS

<TABLE>
<CAPTION>
SUBJECT: PAGE NO.
<S> <C>
SUMMARY OF SALIENT FACTS AND CONCLUSIONS . . . . . . . . . . . . . . . . . . . . . . . 1

CONTINGENT AND LIMITING CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 3

IDENTIFICATION OF THE PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

LEGAL DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

EFFECTIVE DATE OF APPRAISAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

FUNCTION OF APPRAISAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

PURPOSE OF THE APPRAISAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

PROPERTY RIGHTS APPRAISED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

DEFINITION OF LEASED FEE ESTATE . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

DEFINITION OF PERSONAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

DEFINITION OF TRADE FIXTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

DEFINITION OF SIGNIFICANT TERMS AND ABBREVIATIONS . . . . . . . . . . . . . . . . . . 13

SCOPE OF APPRAISAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

DEFINITION OF MARKET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

DEFINITION OF VALUE AS IS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

STATEMENT OF OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

HISTORY OF OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

MARKETING TIME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

REGIONAL AND CITY ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

OKLAHOMA CITY METROPOLITAN OFFICE MARKET . . . . . . . . . . . . . . . . . . . . . . 27

NEIGHBORHOOD ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

TAXES AND ASSESSMENT ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
</TABLE>
<PAGE> 6
TABLE OF CONTENTS - continued

<TABLE>
<CAPTION>
SUBJECT: PAGE NO.
<S> <C>
ZONING ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SITE DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

DESCRIPTION OF IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

FLOOR PLANS
PHOTOGRAPHS OF SUBJECT PROPERTY

HIGHEST AND BEST USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

THE APPRAISAL PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

COST APPROACH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

SALES COMPARISON APPROACH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
PRESENTATION OF SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SUMMARY OF SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
INDICATED VALUE BY THE SALES COMPARISON APPROACH . . . . . . . . . . . . . . . . 60

INCOME CAPITALIZATION APPROACH . . . . . . . . . . . . . . . . . . . . . . . . . . 61
COMPARABLE RENTALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
TENANT RENT ROLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
STABILIZED INCOME AND EXPENSE SUMMARY . . . . . . . . . . . . . . . . . . . . . 73
INDICATED VALUE BY THE INCOME CAPITALIZATION APPROACH . . . . . . . . . . . . . 75

CORRELATION AND CONCLUSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

APPRAISER'S CERTIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

QUALIFICATIONS OF THE APPRAISERS . . . . . . . . . . . . . . . . . . . . . . . . . 80

ADDENDUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

UNITED OKLAHOMA BANKSHARES, INC. LETTER OF ENGAGEMENT
RENT ROLL (SEPTEMBER 3, 1996)
INCOME AND OPERATING STATEMENTS - 1996, 1995, 1994 AND 1993
"C-2", GENERAL COMMERCIAL DISTRICT, DEL CITY ZONING REGULATIONS
PRICE EDWARDS & COMPANY, OFFICE MARKET SURVEY, 2ND QUARTER 1996
ECONOMIC INDICATORS
</TABLE>
<PAGE> 7
SUMMARY OF SALIENT FACTS AND CONCLUSIONS

IDENTIFICATION OF PROPERTY: United Bank Tower office building

PROPERTY ADDRESS: 4600 S.E. 29th Street, Del City, Oklahoma
County, Oklahoma.

PROPERTY LOCATION: Located on the south side of S.E. 29th
Street, just west of Interstate 40, in
the south central quadrant of Del City,
Oklahoma.

CURRENT OWNERS OF RECORD: United Del City Bank

LEGAL DESCRIPTION: Please refer to Page 10 for complete
legal description.

PROPERTY RIGHTS APPRAISED: Leased Fee Estate

IMPROVEMENTS: The improved property is developed with a
83,036+- gross square foot, seven (7)
story, multi-tenant general office
building. The net rentable area (NRA)
contains 74,021+- square feet. This
improvement was constructed in 1974 and
is in good physical condition.

SITE SIZE: The L-shaped site contains a net area of
315,440+- square feet or 7.2415+- acres,
more or less.

ZONING: Zoned "C-2", General Commercial District
by the City of Del City, Oklahoma.

OCCUPANCY AND USE: The current use is for a multi-tenant,
general office building with a portion
occupied by a bank (United Bank) with
eight exterior drive-in teller stations.

REAL ESTATE TAXES: 1995 real estate or ad valorem taxes
total $22,531.73 and have been paid.
There are no delinquent taxes or special
assessments due.

PARKING: Asphalt paved parking areas striped for
374 vehicles including eight (8)
handicapped spaces. Building code
regulations require a minimum of 234
spaces.

1
<PAGE> 8
SUMMARY OF SALIENT FACTS AND CONCLUSIONS - continued

FLOOD ZONE: According to the Federal Emergency
Management Agency (FEMA) Flood Insurance
Rate Map (FIRM) Panel #400233-003D, with
an identification date of September 15,
1993 the subject is located within Zone
"C" (Non-Special Flood Hazard Area).
According to the City of Del City
Engineering Department there is no
history of flooding on the subject
property.

FURNITURE, FIXTURES
AND EQUIPMENT (F.F.& E.): The property contains items identified as
furniture, fixtures and equipment. The
only equipment considered in this
valuation is for operation of the real
estate (i.e., computer for energy
management system). All other F.F. & E.
has been excluded from this valuation.

TRADE FIXTURES: A portion of the building is occupied by
United Bank. There are certain items
identified as movable or trade fixtures
installed on the property (i.e., safe
deposit boxes, etc.). These items have
been excluded from this valuation.

UNITED BANK TOWER OFFICE BUILDING

"AS IS" VALUE INDICATIONS:

COST APPROACH: N/A

SALES COMPARISON APPROACH: $3,000,000

INCOME CAPITALIZATION
APPROACH: $2,900,000

"AS IS" FINAL ESTIMATE
OF VALUE: $2,950,000

APPRAISERS: R. W. Finley, MAI & James L. Meyer

EFFECTIVE DATE OF APPRAISAL: August 31, 1996

2
<PAGE> 9
CONTINGENT AND LIMITING CONDITIONS

AN APPRAISAL IS NOT A SURVEY:

It is assumed the utilization of the land and improvements is within the
boundaries of the property lines of the property described and that there is no
encroachment or trespass unless noted within the report.

No survey of the property has been made by the appraiser and no responsibility
is assumed in connection with such matters. Any maps, plats, or drawings
reproduced and included in this report are intended only for the purpose of
showing spatial relationships. The reliability of the information contained on
any such map or drawing is assumed by the appraiser and cannot be guaranteed to
be correct.

Any distribution of the valuation between land and improvements applies only
under the existing program of utilization. The separate valuations for land
and building must not be used in conjunction with any other appraisal and are
invalid if so used.

AN APPRAISAL IS NOT A LEGAL OPINION

No responsibility is assumed for matters of legal nature affecting title to the
property nor is an opinion of title rendered. It is assumed that title to the
property is good and marketable and that all taxes and assessments have been
paid. The value estimate is given without regard to any questions of title,
boundaries, encumbrances, or encroachments.

The legal description and data furnished by the client are assumed to be
correct. The information furnished by others contained in this report was
obtained from reliable sources and is assumed to be correct. However, no
warranty is given for its accuracy.

It is assumed there is full compliance with all acceptance federal, state, and
local environmental regulations and laws unless noncompliance is stated,
defined, and considered in the appraisal report. It is assumed that all
applicable zoning and use regulations and restrictions have been complied with,
unless a non-conformity has been stated, defined, and considered in the
appraisal report.

It is assumed that all required licenses, consents, or other legislative or
administrative authority from any local, state, or national government or
private entity or organization have been or can be obtained or renewed for any
use on which the value estimate contained in this report is based.

The appraiser is not required to give testimony or appear in court because of
having made the appraisal with reference to the property in question, unless
arrangements have been made previously.

3
<PAGE> 10
CONTINGENT AND LIMITING CONDITIONS - continued

AN APPRAISAL IS NOT AN ENGINEERING REPORT

This appraisal should not be considered a report on the physical items that are
a part of this property. Although the appraisal may contain information about
the physical items being appraised (including their adequacy and/or condition),
it should be clearly understood that this information is only to be used as a
general guide for property valuation and not as a complete or detailed physical
report. In the context of this appraisal assignment, the appraisers do not
hold themselves out to be construction, engineering, or legal experts, and any
option given on these matters in this report should be considered preliminary
in nature.

The square footage and other architectural and engineering information was
furnished by the client, and is assumed to be correct. However, the appraiser
assumes no responsibility for the architectural and engineering information
furnished.

The observed condition of the foundation, roof, exterior walls, interior walls,
floors, heating system, plumbing, insulation, electrical service, and all
mechanical and construction is based on a casual inspection only and no
detailed inspection was made. For instance, we are not experts on heating
systems and no attempt was made to inspect the interior of the furnace. The
structures were not checked for building code violations and it is assumed all
buildings meet the building codes unless so stated in the report.

Some items such as conditions behind walls, above ceiling, behind locked doors,
or under the ground are not exposed to casual view and, therefore, were not
inspected. The existence of insulation (if any is mentioned) was found by
conversation with others and/or circumstantial evidence. Since it is not
exposed to view, the accuracy of any statements about insulation cannot be
guaranteed.

It is assumed there are no hidden or unapparent conditions of the property,
sub-soil, or structures which would render it more or less valuable. No
responsibility is assumed for such conditions or the engineering which may be
required to discover such factors. Since no engineering or percolation tests
were made, no liability is assumed for soil conditions. Subsurface rights
(mineral and oil) were not considered in making this appraisal.

Because no detailed inspection was made, and because such knowledge goes beyond
the scope of this appraisal, any observed condition comments given in this
appraisal report should be taken as a guarantee is made as to the adequacy or
condition of the foundation, roof, exterior walls, interior walls, floors,
heating system, air conditioning system, plumbing, electrical service,
insulation, or any other detailed construction matters. If any interested
party is concerned about the existence, condition, or adequacy of any
particular item, we would strongly suggest that a construction expert be hired
for a detailed investigation.

4
<PAGE> 11
CONTINGENT AND LIMITING CONDITIONS - continued

The appraisers were NOT provided with any information concerning the presence
or absence of actual or potential toxic substances, such as asbestos,
formaldehyde which might adversely affect the subject property. The appraisers
were also not supplied with any environmental studies, as to the presence of
absence of actual or potential land or water contamination. The appraiser is
not an expert in detecting or locating any of these substances and as a result,
responsibility or liability for the existence of these adverse substances or
conditions is not assumed by the appraiser. For purposes of the appraisal, it
is assumed there are no adverse conditions. If an eventual inspection or study
reveals the presence of any of these conditions, the appraiser reserves the
right to reconsider his market value estimate. NOTE: IT IS RECOMMENDED THAT
AN ENVIRONMENTAL ASSESSMENT OR AUDIT BE PERFORMED ON THE PROPERTY.

AN APPRAISAL IS MADE UNDER CONDITIONS OF UNCERTAINTY

Information (including projections of income and expenses) provided by informed
local sources, such as government agencies, financial institutions, Realtors,
buyers, sellers, property owners, bookkeepers, accountants, attorneys, and
others is assumed to be true, correct, and reliable. No responsibility for the
accuracy of such information is assumed by the appraiser.

The comparable sales data relied upon in the appraisal is believed to be from
reliable sources. Though all the comparables were examined, it was not
possible to inspect them all in detail. The value conclusions are subject to
the accuracy of said data.

Engineering analyses of the subject property were neither provided for use nor
made as a part of this appraisal contract. Any representation as to the
suitability of the property for uses suggested in this analysis is therefore
based only on a rudimentary investigation by the appraiser and the value
conclusions are subject to said limitations.

All values shown in the appraisal report are projections based on our analysis
as the date of the appraisal. These values may not be valid in other time
periods or as conditions change. Since the projected mathematical models are
based on estimates and assumptions which are inherently subject to uncertainty
and variation depending upon evolving events, we do not represent them as
results that will actually be achieved.

This appraisal is an estimate of value based on an analysis of information
known to us at the time the appraisal was made. If new information of
significance comes to light, the value given in this report is subject to
change without notice.

5
<PAGE> 12
CONTINGENT AND LIMITING CONDITIONS - continued

AN APPRAISAL IS MADE UNDER ECONOMIC AND MANAGEMENT CONDITIONS

The appraiser is making the appraisal as of a specific effective date. The
market value estimate is based on economic and real estate conditions as of the
effective date. The appraiser cannot predict or control changes which might
occur in these conditions. The market value estimate may change at any point
in the future, beyond the effective date of the appraisal.

The estimate of market value has the basic inherent assumptions that the
subject property will be professionally managed and well maintained.

No part of this appraisal shall be used in conjunction with any other appraisal
and all opinions expressed therein are invalid, if so used.

The value concluded in this report is based upon the entire report and should
not be accepted as an indication of value if any part is used separate from the
entire report.

The fee for the investigation and preparation of this report is not in any way
contingent upon the amount of value herein reported, nor contingent upon
anything other than the delivery of this report. The fee for making this
report does not include any court testimony or pretrial conferences.

The appraisers have personally inspected the subject property and the
comparables recited in this report.

On all appraisals, subject to satisfactory completion, repairs or alterations,
the appraisal report and value conclusion are contingent upon completion of the
improvements in a professional like manner and utilizing proper building
materials, and in compliance with all governmental and quasi-governmental
building codes.

Disclosure of the contents of this appraisal report is governed by the by-laws
and regulations of the Appraisal Institute, both of which are incorporated
herein as though set forth at length.

The appraisal may not be referred to or included in any document or report to
be filed with any government agency without the prior written consent of the
appraiser. Possession of this report, or a copy thereof, does not carry with it
the right of publication.

Neither all nor any part of the contents of this report (especially any
conclusions as to value, the identity of the appraiser or the firm with which
he is connected or any reference to the Appraisal Institute or to the MAI or
SRA designation) shall be disseminated to the public through advertising media,
public relations media, news media, sales media or any other public means of
communication, including but not limited to public or private offering
documents; State Blue Sky compliances, partnership offerings and S.E.C.
offerings, without the prior written consent and approval of the appraisers.

6
<PAGE> 13
CONTINGENT AND LIMITING CONDITIONS - continued

ADDITIONAL ASSUMPTIONS AND LIMITING CONDITIONS

Any value estimates provided in the report apply to the entire property, and
any proration or division of the total into fractional interests will
invalidate the value estimate, unless such proration or division of interests
has been set forth in the report.

No "as built" architectural building plans and/or specifications were available
to the appraisers in the preparation of this appraisal; the analysis,
therefore, is based on courthouse records, property management floor plans, and
field measurements of the appraised property.

Any proposed improvements are assumed to have been completed unless otherwise
stipulated; any construction is assumed to conform with the building plans
referenced in the report.

The appraiser assumes that the reader or user of this report has been provided
with copies of available building plans and all leases and amendments
encumbering the property.

The appraisers were provided with copies of the current (September 1996) rent
roll and income and expense statements for 1996 (first eight months), year end
1995, 1994, and 1993. This appraisal assumes that the furnished information is
an accurate representation of the economic condition of the property.

If no legal description or survey was furnished, the appraiser utilized the
county tax plat to ascertain the physical dimensions and acreage of the
property. Should a survey prove these characteristics inaccurate, it may be
necessary for this appraisal to be adjusted.

The forecasts, projections, or operating estimates contained herein are based
upon current market conditions, anticipated short-term supply and demand
factors, and a continued stable economy. These forecasts are, therefore,
subject to changes in future conditions.

The appraisers have not made a specific compliance survey and analysis of this
property to determine whether or not it is in conformity with the various
detailed requirements of the Americans with Disabilities Act (ADA). It is
possible that a compliance survey of the property, together with a detailed
analysis of the requirements of the ADA, could reveal that the property is not
in compliance with one or more of the requirements of the Act. If so, this
fact could have a negative effect upon the value of the property. Since we
have no direct evidence relating to this issue, we did not consider possible
non-compliance with the requirements of the ADA in estimating the value of the
property.

A portion (first and second floor) of the appraised property is occupied for
use as a financial (bank) institution with teller windows or stations, vault,
safety deposit boxes, exterior drive-in facilities, ATM machine and other
specialized bank equipment. This appraisal is based on the assumption that the
existing bank facility, United Bank, will continue to remain a tenant in the
building. The furnished rent roll indicates that the tenant, United Bank, is
not under a lease.

7
<PAGE> 14
IDENTIFICATION OF PROPERTY

The appraised property is identified as the UNITED BANK TOWER OFFICE BUILDING.
The property is improved with a seven (7) story, multi-tenant, general office
building. The office building is located in the south central quadrant of Del
City with a municipal address of 4600 S.E. 29th Street, Del City, Oklahoma,
73115. Del City is located east of Oklahoma City, Oklahoma.

The single improvement is an 83,036+- gross square foot, seven (7) story,
multi-tenant, mid-rise, general office building. The concrete frame structure
was reportedly constructed in 1974. The improvement is in good physical
condition. Building features consist of four (4) main entrances, two (2)
stairwells, three (3) elevators, HVAC energy control system, controlled access,
restrooms on each floor and surface parking for 374 vehicles. The four (4)
main entries are on each corner of the ground floor or first level.

United Bank occupies a portion of the first and second floors with drive-in
teller stations and eight (8) drive-in teller lanes located on the west side of
the property. The remainder of the building is occupied for general office
use. The first, second and third floor areas vary in size while floors four
(4) through seven (7) have similar floor areas.

According to management the building plans indicate a current leasable or net
rentable area (NRA) containing 74,021+- square feet. As of the date of
inspection, the improved property is reportedly 99%+- occupied.

The L-shaped site contains approximately 315,440+- square feet or 7.2415+-
acres, more or less. The site has 452.07+- feet of frontage on the south side
of the S.E. 29th Street. The site has additional street frontage on the east
side of Holiday Avenue, west side of Vickie Drive and north side of S.E. 31st
Street.

The site is slightly above street grade level with S.E. 29th Street. All
public utilities are provided to this improved site. The asphalt paved parking
areas are striped for a total of 374 vehicles, which includes eight (8)
handicapped identified spaces. The parking areas are asphalt paved with
concrete curb and gutter. Vehicle access to this tract is provided by two (2)
curb cuts along the S.E. 29th Street frontage, one curb cut on Vickie Drive,
two (2) curb cuts on S.E. 31st Street and three (3) curb cuts on Holiday
Avenue.

8
<PAGE> 15
IDENTIFICATION OF PROPERTY - continued

According to the City of Del City Planning Department the existing zoning is
"C-2", General Commercial District. The current use, as a multi-tenant office
building, is a permitted use. Therefore, the improvements are a conforming use
under the zoning district.

According to the Federal Emergency Management Agency (FEMA), Flood Insurance
Rate Map (FIRM) the appraised property IS NOT LOCATED within a federal
designated flood hazard area.

FRONT VIEW OF SUBJECT PROPERTY

[PICTURE OF FRONT VIEW OF SUBJECT PROPERTY]

UNITED BANK TOWER
4600 S.E. 29TH STREET
DEL CITY, OKLAHOMA

9
<PAGE> 16
LEGAL DESCRIPTION

The subject property is legally described as:

A tract of land in the Northwest Quarter (NW/4) of Section Seventeen (17),
Township Eleven (11) North, Range To (2) West, of the Indian Meridian, being
more particularly described as follows:

Beginning 33 feet south and 180.69 feet west of the Northeast corner of said
Section Seventeen; THENCE West a distance of 452.07 feet; THENCE South a
distance of 598.14 feet; THENCE East a distance of 602.32 feet; THENCE North a
distance of 299 feet; THENCE West a distance of 150.63 feet; THENCE North a
distance of 300 feet to the POINT OF BEGINNING; LESS AND EXCEPT all oil, gas
and other minerals and all rights incident thereto previously conveyed of
record, if any; SUBJECT to easements and rights of ways of record.

Tract reportedly contains 315,440+- square feet or 7.2415 acres, more or less.

EFFECTIVE DATE OF APPRAISAL

The effective date of this appraisal is August 31, 1996.

FUNCTION OF APPRAISAL

The function of this appraisal is to assist the client, United Oklahoma
Bankshares, Inc., with an estimate of the "as is" market value for internal use
and/or marketing purposes.

10
<PAGE> 17
PURPOSE OF THE APPRAISAL

The purpose of this appraisal is to estimate the "as is" market value of the
previously identified property and improvements thereon. This parcel is
presently improved with a seven (7) story, multi-tenant, general office
building that is 99%+- occupied with short term (month-to-month) to medium term
leases. For the purpose of this report the appraised property was analyzed in
it's present "as is" economic and physical condition under LEASED FEE ESTATE.

PROPERTY RIGHTS APPRAISED

The property is appraised in LEASED FEE ESTATE. The property is encumbered by
short (month to month) and medium to long (3 to 5 year) term leases with local
and national tenants. The property rights are subject to easements of record
and respective of surface rights only.

The appraisers were not furnished with individual copies of the leases,
however, lease summaries were provided by the management. A brief outline of
the terms and conditions of the leases is presented in the rent roll, which is
included in the addendum of this report. The leases appear to be at market
rent and the terms of the leases are not considered to create leasehold
interests detrimental to the ownership of the property or which would
negatively affect the value.

DEFINITION OF LEASED FEE ESTATE

LEASED FEE ESTATE is defined as: "An ownership interest held by a landlord
with the rights of use and occupancy conveyed by lease to others. The rights
of the lessor (the lease fee owner) and the leased fee are specified by
contract terms contained within the lease." (The Dictionary of Real Estate
Appraisal, Third Edition, 1993, Appraisal Institute)

11
<PAGE> 18
DEFINITION OF PERSONAL PROPERTY

PERSONAL PROPERTY is defined as: "Identifiable portable and tangible objects
that are considered by the general public to be "personal," e.g., furnishings,
artwork, antiques, gems and jewelry, collectibles, machinery and equipment; all
property that is not classified as real estate. Personal property includes
movable items that are not permanently affixed to, and a part of, the real
estate". (The Dictionary of Real Estate Appraisal, Third Edition, 1993,
Appraisal Institute)

The subject property contains items that have been considered personal
property. Items of personal have not been included in this valuation.

DEFINITION OF TRADE FIXTURE

TRADE FIXTURE is defined as: "An item owned and attached to a rented space or
building by a tenant and used in conducting a business, also called chattel
fixture". (The Dictionary of Real Estate Appraisal, Third Edition, 1993,
Appraisal Institute)

The subject property contains items that have been considered trade fixtures.
Trade fixtures have not been included in this valuation.

12
<PAGE> 19
DEFINITION OF SIGNIFICANT TERMS AND ABBREVIATIONS

SIGNIFICANT TERMS:

Contract Rent: The actual rental income specified in a lease.(1)

Market Rent: The rental income that a property would most probably
command in the open market.(2)

Excess Rent: The amount by which contract rent exceeds market rent
at the time of the appraisal; created by favorable
lease to the land-lord (lessor) and may reflect a
locational advantage, unusual management,
unknowledgeable parties, or a lease execution in an
earlier, stronger rental market. Due to the higher
risk inherent in the receipt of excess rent, it may
be calculated separately and capitalized at a higher
rate in the income capitalization approach.(3)

ABBREVIATIONS:

NRA= Net Rentable Area
SF= Square Feet or Square Foot
NRSF= Net Rentable Square Feet
GBA= Gross Building Area
RCN= Reproduction Cost New
CBD= Central Business District
PGI= Potential Gross Income
EGI= Effective Gross Income
FF&E= Furniture, Fixtures and Equipment
OAR= Overall Capitalization Rate
NOI= Net Operating Income

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

(1) [American Institute of Real Estate Appraisers, The Appraisal of
Real Estate, 9th ed. (Chicago: American Institute of Real Estate Appraisers,
1987), 115.]

(2) [American Institute of Real Estate Appraisers, The Appraisal of
Real Estate, 9th ed. (Chicago: American Institute of Real Estate Appraisers,
1987), 115.]

(3) [American Institute of Real Estate Appraisers, The Dictionary of
Real Estate Appraisal, 3rd ed. (Chicago: American Institute of Real Estate
Appraisers, 1989), 109.]

13
<PAGE> 20
SCOPE OF APPRAISAL

The scope of this appraisal is to provide the reader with information pertinent
in determining an estimate of market value of the subject property as of the
effective date of the appraisal.

1. The subject property was physically inspected and photographs
taken on August 29, 1996 and September 3, 1996.

2. The neighborhood was inspected.

3. Del City municipal maps were reviewed for zoning, utilities
and flood zone. The zoning was verified by the Del City
Planning Department.

4. Interviews were held with the following:

Ms. Judy Agee, property manager for the subject property.

Mr. Don Smith, building engineer for the property.

Mr. Harold A. Hite, AIA, architect

5. The appraisers researched and investigated similar use
property sales from Real Estate Appraisal Data, Inc. (READ), a
private real estate data service.

6. Sales were selected for analysis and photographs were taken.

7. An analysis of data developed has been made and reconciled to
arrived at an estimate of market value of the subject
property.

8. Income and Operating Expense statements for the appraised
property were furnished by InterWest Properties and are
assumed to accurately represent the economic conditions of the
property. The statements are for year to date 1996, fiscal
year 1995, 1994 and 1993. A copy of these statements are
included in the addendum of this report.

14
<PAGE> 21
DEFINITION OF MARKET VALUE

The objective of the appraisal is to estimate the "as is" Market Value of the
subject property, surface rights only. MARKET VALUE as used in this report is
defined as:

"The most probable price in terms of money which a property will bring in a
competitive and open market under all conditions requisite to a fair sale, the
buyer and seller, each acting prudently, knowledgeably and assuming the price
is not affected by undue stimulus."

Implicit in this definition is the consummation of a sale as of a specified
date and the passing of title from seller to buyer under conditions whereby:

(1) Buyer and seller are typically motivated;

(2) Both parties are well informed or well advised, and each
acting in what he considers his own best interest;

(3) A reasonable time is allowed for exposure in the open market;

(4) Payment is made in terms of cash in U.S. dollars or in terms
of financial arrangements comparable thereto; and

(5) The price represents the normal consideration for the property
sold unaffected by special or creative financing or sales
concessions granted by anyone associated with the sale.

Source: 12 C.F.R. Part 34.4a.

15
<PAGE> 22
DEFINITION OF VALUE AS IS

The definition of "VALUE AS IS" is defined as: "The value of specific
ownership rights to an identified parcel of real estate as of the effective
date of the appraisal; relates to what physically exists and is legally
permissible and excludes all assumptions concerning hypothetical market
conditions or possible rezoning"

(The Dictionary of Real Estate Appraisal, Third Edition 1993, Appraisal
Institute)

STATEMENT OF OWNERSHIP

The Oklahoma County records indicate the current owner of the appraised
property is UNITED DEL CITY BANK.

HISTORY OF OWNERSHIP

The appraised property, identified as the United Bank building, was sold by the
FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) as "grantors" to UNITED DEL CITY
BANK, as "grantees", according to a Quit Claim Deed filed in Book 5583, Page
1339, Oklahoma County Courthouse on February 4, 1987.

The property was originally known as FIRST CONTINENTAL BANK AND TRUST COMPANY.

16
<PAGE> 23
MARKETING TIME

Normal marketing period is defined as follows: "The amount of time necessary
to expose a property to the open market in order to achieve a sale". Implicit
in this definition are the following characteristics.

o The property will be actively exposed and aggressively
marketed to potential purchasers through marketing channels
commonly used by sellers of similar type properties.

o The property will be offered at a price reflecting the most
probable markup over market value used by sellers of similar
type properties.

o The sale will be consummated under the terms and conditions of
the "DEFINITION OF MARKET VALUE" required by the regulation.

NORMAL MARKETING PERIOD should not be confused with investment holding period.
Normal marketing period refers to the time period during which a property is
actively marketed in order to bring about a sale.

INVESTMENT HOLDING PERIOD refers to the expected term of ownership of an
investment. It might be thought of as the amount of time a buyer might hold a
property in order to achieve an investment objective. This could extend for
several years into the future. Moreover, unlike normal marketing period, there
is no presumption of active or aggressive marketing.

For this analysis we have assumed a normal marketing period with an aggressive
and professional marketing program.

Based on the marketing time for the comparable sales it is our opinion that a
sale of the subject property could be achieved within twelve (12) months. The
12 month marketing period assumes the property being professionally and
aggressively marketed at the final estimate of value indicated in this report
assuming continued similar market conditions.

17
<PAGE> 24
REGIONAL AND CITY ANALYSIS

INTRODUCTION:

Following is a summary of pertinent facts about Oklahoma City and an
examination of recent developments within the local economy. The four forces
affecting real estate values are: (1) governmental influences, (2) economic
circumstances, (3) social trends, and (4) environmental conditions. This
analysis centers around an examination of these four forces and their
relationship to the value of the subject property.

GENERAL INFORMATION:

Oklahoma City is the largest municipality in the state, both in land area and
population. The Metropolitan Statistical Area (MSA) includes six counties. It
has a population exceeding 1 million and covers a geographical area of
approximately 2,500 square miles. The Oklahoma City corporate limits encompass
roughly 700 square miles, and extend into five of the six counties within the
MSA. City officials currently estimate the population to be approximately
485,000. For the purposes of this report, references to the "the city" pertain
the Metropolitan Statistical Area; and the "the region" refers to the entire
state.

Oklahoma City's central location within a large and predominately rural state
has given the community an extensive regional trade area. It is the focal
point of government, commerce, and finance within Oklahoma and a regional
center for culture, education, medicine, and religion. Despite its historic
dependence on energy and agriculture, Oklahoma is beginning to lay the
foundation for a more diversified and stable economy. Manufacturers with
plants located in the MSA include several national and multinational
corporations, specifically: CMI, Altec Lansing, Seagate, Xerox, General
Motors, Firestone, AT&T and Hitachi.

TRANSPORTATION:

The city's extensive network of highways, railroads, and airports have made it
a regional transportation center. Positioned near the geographical midpoint of
the continental United States, Oklahoma City is an established railhead and an
emerging hub for trucking and aviation. In addition, farm products from the
region can reach international sea lanes and world markets over the Arkansas
River Navigation Channel. It links Oklahoma to the Mississippi River and the
Gulf of Mexico from the Port of Catoosa, 140 miles northeast of Oklahoma City.

18
<PAGE> 25
REGIONAL AND CITY ANALYSIS - continued

CLIMATE:

Oklahoma City is in the Sunbelt. It enjoys more than 3,000 hours of sunshine
annually. The climate is suitable for cotton, wheat, and cattle production.
There are also typically more than 300 days in each year with weather
conditions conducive to VFR flight operations. The climate has, therefore,
played an important role in attracting aviation related industries to the
state. They include the FAA's Aeronautical Center, two large international
airports, several aircraft maintenance and manufacturing facilities and three
(3) Air Force bases. Many of these facilities are inside the Oklahoma City
Metropolitan area. Continued growth in the aviation industry is expected.

An examination of average temperatures suggests that the climate is
exceptionally temperate. However, the extremes range from approximately
0 degrees to 100 degrees F, and the weather is given to rapid change. Norman is
the home of the Severe Storms Lab of the National Weather Service. In order to
be functionally adequate, buildings constructed in Oklahoma require good
insulation, modern HVAC systems, the structural integrity to withstand high
winds, and roof structures designed to support moderate snow loads.

ECONOMY:

Basically, the national and regional economies have performed
countercyclically. During a nationwide recession in the early 1980's, Oklahoma
was enjoying a period of unprecedented growth. The prosperity of the region
was predicated, for the most part, on expansion in the energy industry.
However, in the last half of the decade, oil and gas prices collapsed.
Consequently, in the midst of a strong national recovery, the state slipped
into an acute recession. This unexpected downturn caused massive destruction
of wealth through loss of capital reserves and devaluation of equities.
Because the economy of Oklahoma experienced explosive growth while the nation
as a whole was suffering a recession, there was a large influx of transient
population. Naturally, intense real estate speculation ensued. This resulted
in an oversupply of developed properties in practically every market segment.
Development peaked between 1983 and 1984; but the construction pipeline was
full, and many projects had progressed too far to stop. By 1986, agricultural
markets were severely weakened and the price of oil dropped from over $30 per
barrel to less than $10, precipitating a deep regional recession. Predictably,
these economic shifts were accompanied by an outmigration of transient
population.

19
<PAGE> 26
REGIONAL AND CITY ANALYSIS - continued

Naturally, vacancies rose at alarming rates and real estate values declined
rapidly in the late 1980's. Many commercial investors discovered that their
properties would no longer service mortgage debt and provide for maintenance,
taxes and insurance. Predictably, the outcome was wide-scale bankruptcies and
loan defaults. After 1989 the local economy began to improve significantly
while the nation, as a whole began to slide into a mild recession. Currently,
the local economy continues to improve. The national economy also continues to
show signs of a sustained recovery. Consequently, the expectation is that
property values will increase.

Commercial banks and savings and loan associations enjoyed phenomenal growth
during the boom period. However, as a result of the recession, most lenders
were left with large portfolios of non-performing real estate loans.
Obviously, the debt were backed by collateral that had diminished significantly
in value. Hard-pressed for cash, many lenders were forced to place these
assets in a "soft" market, further tilting supply and demand imbalances and
further eroding values. From 1982 through 1988, nearly 120 Oklahoma banks
and/or thrifts had failed. These failed institutions were sold, merged,
liquidated, or continued operations under the supervision of federal
regulators. Over the last several years profitability has returned to the
banking/lending industry with renewed interest in all forms of lending and
borrowing activities.

THE INFLUENCE OF GOVERNMENT:

Government protection of the small deposit base clearly averted a catastrophe.
However, the regulatory agencies systematically, and with cool detachment,
liquidated millions upon millions of dollars worth of real estate in the
1980's. This occurred under the worst kind of market conditions with a
predictable effect on property values. The long-term implications of those
policies are the subject of continued controversy; and the results may not be
fully appreciated for several years. State government is Oklahoma City's
largest employer with the federal government ranking second. The State capitol
complex is located in northeast Oklahoma City. In this area new office
building construction continues for state or government agencies. With the
destruction of the A.P. Murrah Federal Building many federal agencies will be
forced to relocate, which may stimulate a small flurry in the general office
market.

Military employment plays a significant role in Oklahoma's employment base.
Three (3) Air Force bases (Tinker AFB, Midwest City; Vance AFB, Enid; and Altus
AFB, Altus) and an Army (Fort Sill Military Reservation, Lawton, Oklahoma) base
are all situated within 120 air-miles of Oklahoma City. Currently, none of the
state's active duty bases have been affected by

20
<PAGE> 27
REGIONAL AND CITY ANALYSIS - continued

the recent wave of announced base closings. At this time Tinker Air Force Base
may benefit from the closings of the other, out of state, maintenance facility
bases. Recent media reports state that additional employees, up to 7,500 jobs,
could be transferred to Tinker AFB as a direct result of the base closings.

The Navy's E6A TACAMO Squadron moved to Tinker Air Force Base, which is just
east of Oklahoma City. This depot maintenance facility is for servicing the
Navy's E6A aircraft. Base officials predict that servicemen and civilian
workers connected with the project will eventually occupy between 1,000 and
1,400 off-base housing units. The TACAMO squadron is slated for expansion in
1996.

RESIDENTIAL MARKET TRENDS:

The following table outlines the three (3) sectors of residential building
permit activity in the City of Oklahoma City. It demonstrates that
multi-family construction has been essentially curtailed since 1986. The bulk
of multi-family construction activity in 1988 and 1989 was for retirement
centers. All but 12 of the units permitted in 1992 were part of a student
housing project for Oklahoma City University (OCU). However, in the first
quarter of 1996 there were 260 units permitted with 300 more units recently
announced in the northwest sector.

Single family permits increased every year from 1990 to 1994 with a slight
decrease in 1995. However, permits for the first quarter of 1996 are well ahead
of 1995 levels. A key ingredient to the increase in residential building
permits can be attributed to the increase in population, which has increased
incrementally each year since 1987. The outlook for 1996 is continued activity
in the duplex and multi-family sectors with an increase in the total single
family residential permits from 1995.

The apartment market bottomed out in 1987. The population in Oklahoma City
actually declined by approximately 1% that year. In addition, the city's
general business index had fallen by more than 25% over the previous five
years. As occupancy and rents declined, tenants moved out of older apartments
and into newer ones. In spite of that, rental rates were insufficient to
service debt; even on properties that were able to maintain fairly high
occupancy.

21
<PAGE> 28
REGIONAL AND CITY ANALYSIS - continued

PERMIT AUTHORIZED RESIDENTIAL CONSTRUCTION IN OKLAHOMA CITY

(NUMBER OF PERMITS ISSUED)
<TABLE>
<CAPTION>
YEAR SINGLE-FAMILY DUPLEX MULTI-FAMILY TOTAL
<S> <C> <C> <C> <C>
1980 1,903 274 733 2,910

1981 1,975 324 824 3,123

1982 3,165 866 4,904 8,935

1983 4,392 517 8,290 13,199

1984 3,161 327 4,196 7,684

1985 1,628 202 460 2,290

1986 1,424 47 358 1,829

1987 1,063 4 7 1,074

1988 952 0 108 1,060

1989 884 15 397 1,296

1990 884 0 0 884

1991 1,207 0 0 1,207

1992 1,477 4 212 1,693

1993 1,651 8 1 1,660

1994 1,768 68 110 1,946

1995 1,717 100 7 1,824
</TABLE>
Source: Oklahoma City Status and Change

Consequently, a large number of apartment properties were foreclosed.
Typically, these properties lost around half their value between 1983 and 1987.
Since then, population growth has resumed and the general business index has
increased steadily. Moreover, curtailment of apartment building and
destruction of older complexes have allowed rents and occupancies to recover
substantially from their lowest levels.

Vacancy and collection losses in the better managed apartments have stabilized
between about five (5%+-) to ten (10%+-) percent. At the same time, rental
rates on newer properties have been increasing at a rate equivalent to, or
greater than the consumer price index (CPI). Market evidence indicates that by
1991 approximately half of the lost value had been recovered. The apartment
market continues to show signs of steady improvement.

22
<PAGE> 29
REGIONAL AND CITY ANALYSIS - continued

COMMERCIAL PERMIT ACTIVITY:

Year-end commercial or retail construction permit activity for 1995 decreased
in comparison to 1994. Permitted new retail construction for the first quarter
of 1996 totals 309,000 square feet. In comparison of first quarter statistics
this is the largest amount permitted since 1987.

However, all sectors of the Commercial/Retail market remain well below the 1985
peak levels of activity. Overall metropolitan vacancy rates have continue to
decline in all sectors. The continued increase in MSA total population will
help strengthen this sector of the market.

The following chart illustrates building permit activity (new construction),
since 1984, for the three (3) major categories within the City of Oklahoma City
corporate area.

CITY OF OKLAHOMA CITY - BUILDING PERMITS 1984-1994

<TABLE>
<CAPTION>
==============================================================================================================
YEAR (OOO S.F.) COMM/RETAIL (OOO S.F.) OFFICE (OOO S.F.) INDUSTRIAL
<S> <C> <C> <C>
1984 2,284.3 1,143.3 1,993.9

1985 2,590.4 1,034.2 1,350.5

1986 1,171.4 121.4 605.8

1987 2,337.7 301.0 310.2

1988 460.5 99.2 534.6

1989 542.5 517.2 514.8

1990 368.7 96.4 298.9

1991 318.6 352.7 436.1

1992 633.4 122.0 372.3

1993 690.3 364.4 857.7

1994 823.6 218.4 756.5

1995 706.0 221.4 598.3
==============================================================================================================
</TABLE>

Through Fourth Quarter 1995, Source: Oklahoma City "Status & Change"

23
<PAGE> 30
REGIONAL AND CITY ANALYSIS - continued

Based on the above statistics all categories of permit activity remain well
below the 1984 levels. However, a significant improvement was noticed in all
sectors during 1993 with commercial/retail continuing in 1994.

Most surveys report small movements in the overall vacancy rates. In the
Oklahoma City MSA, shopping center vacancies have dropped to less than 12.00%
with at least a two (2) to three (3) year supply of retail space available.
Overall office vacancy rates continue to shrink at about 14.6%+- with seven (7)
consecutive quarters of slight decreases. Industrial vacancies are in the 6%+-
range with six (6) quarters of continuous decline.

With significant citywide decreases in vacancy rates occurring over the last
several years, in all categories, this trend is predicted to continue for the
coming year.

RETAIL:

Wholesale and retail trade is the largest private sector employer in the state,
averaging approximately 350,000 workers. This industry has almost tripled
employment since 1970. Retail trade comprises approximately 75% of this
category and has consistently provided the bulk of the job growth in the
industry. Following are metro area sales tax collections since 1983.

<TABLE>
<S> <C>
1995 $209,583,522

1994 $199,317,819

1993 $152,693,686

1992 $141,453,170

1991 $136,243,514

1990 $130,857,359

1989 $119,781,328

1988 $118,200,750

1987 $115,291,975

1986 $116,358,093

1985 $123,502,955

1984 $126,202,905

1983 $118,677,140
</TABLE>

24
<PAGE> 31
REGIONAL AND CITY ANALYSIS - continued

As seen from the previous statistics, there were increases in retail sales
during the boom period from 1983 through 1985 and a decline from 1985 to 1987.
Sales tax collections have increased above 1987 figures, however, this is due
in part to sales tax rate increases. The current Oklahoma City sales tax rate
is 8.375c. per dollar. The Oklahoma State sales tax rate is 4.0c. per dollar.
A 1c. increase in the Oklahoma City sales tax was recently implemented to fund
the MAPS project.

The Oklahoma City Metropolitan Statistical Area (MSA) represents approximately
28.5%+- of the state population, but captures approximately 33%+- of total
state retail trade. The Oklahoma City area has a relatively large drawing
power from outside the metropolitan area as one (1) of every five (5) dollars
spent comes from shoppers from outside the MSA.

CONCLUSIONS:

Among civic leaders and regional economists, there is a general consensus that
the worst is behind us and that the economy will continue to strengthen. The
community has galvanized around an all-out effort to improve and diversify the
economy. Both state and local governments are progressive and active in
promoting economic development. As a result, the city has developed, and is
maintaining the necessary infrastructure of facilities, public services, and
utilities required to attract and retain industry.

There are no apparent shortages of basic resources and no significant physical,
functional, political or environmental barriers to inhibit development. In
fact, manufacturing has replaced oil and gas exploration as the most productive
sector of the local economy. The petroleum industry now ranks sixth.

Business and civic leaders continue to work on several economic development
projects which will probably produce results over time.

In the meantime, sporting events have played a significant role in the region's
economic recovery. In 1987 the DeBartolo Corporation built Remington Park a
multi-million dollar horse racing facility near the Cowboy Hall of Fame. Since
then, the city has been able to attract the 1988 PGA Championship and the 1989
U.S. Olympic Festival as well as successful minor league basketball, baseball
and hockey franchises.

25
<PAGE> 32
REGIONAL AND CITY ANALYSIS - continued

Another positive influence is the Oklahoma City Metropolitan Area Projects
(MAPS). This project, funded by a one (1) cent sales tax increase, calls for
the construction of new tourist and recreation facilities. Announced projects
include a new baseball stadium, indoor sports arena, renovation and updating
the Myriad Convention Center and Civic Center, and Oklahoma State Fairgrounds
facilities.

The baseball park project is located in the "Bricktown" area, an old warehouse
district, situated east of the downtown CBD. The project is currently under
construction with completion in 1997/1998.

As a curious by-product of the recession, the cost of living and doing business
in Oklahoma went down. Local companies are in a position to acquire assets
rather inexpensively and conduct business operations with a comparatively low
overhead threshold. New companies have been attracted to relocate to Oklahoma
due to the affordable cost of housing and an available productive local labor
force. A sustained recovery, however, promises to be a long-term process.
Over time, the local recovery could be derailed by a national recession, major
cutbacks in defense spending, or downsizing of large corporations that have a
significant presence in the city. There is also considerable apprehension
about U.S. fiscal policy and new tax changes under the current administration.
For these reasons most investors are still taking a relatively cautious
approach to acquisition and development of new projects.

As diversification continues in Oklahoma, the state will become less vulnerable
to downturns in any one or two industries. Consequently, the appraisers have
concluded that long-term real estate investments in the region will prove to be
increasingly stable. In the judgement of most market observers, the outlook
for real estate values is favorable.

26
<PAGE> 33
OKLAHOMA CITY METROPOLITAN OFFICE MARKET

Any recent historical perspective on the Oklahoma City metropolitan area office
market typically underscores two periods of noticeable market expansion. In
general terms, the market expansion first occurred in the early 1970's; the
second period was around the late 1970's, early 1980's. Similarly, both
periods of expansion were ultimately followed by a decline of the market that
manifested an oversupply of space, a decline in leasing activity, and a
reduction in lease rates. However, recent office market surveys indicate the
market continues to improve with vacancy rates declining and rental rates
increasing in well located properties.

With respect to the most recent growth period (i.e., the expansion that began
in the early 1980's), the market surge was city-wide. Between January, 1980
and the end of 1983, building permits were issued for more than 9 million
square feet of new office space. The northwest quadrant led this activity with
nearly 4.6 million square feet. Other areas of the city were as follows: The
Central Business District had more than 1.6 million square feet; the northeast
quadrant with nearly 2 million square feet; and the southeast quadrant with
over 190,000 square feet.

The economic expansion and related activity in new office construction was due
to soaring energy prices and Oklahoma City's strong position within the energy
industry.

The extraordinary growth was eventually matched by an equally dramatic reversal
as energy prices rapidly declined. Demand for office space also declined as
companies consolidated or left the market entirely. New office construction
ceased, and an oversupply developed.

The majority of the new office space constructed since 1986 has been "owner
occupied" or single tenant "build to suit" lease properties. Typically this
scenario causes an increase in the overall supply and vacancy as the tenants
vacate existing lease space.

As a reflection of an improving office market, the 1996 second quarter data
(Price Edwards & Company) for larger office buildings (i.e.,buildings of 25,000
SF or more for Suburban and 50,000 SF or more for CBD) indicates an overall
vacancy rate of 14.6%, which is the sixth consecutive quarter with a vacancy
below 20%. This has not occurred since 1983. There were 390,000 square feet
absorbed in 1995, down slightly from the 410,000 square feet in 1994. However,
for the first two quarters of 1996 the absorption has been approximately
200,000 square feet.

27
<PAGE> 34
OKLAHOMA CITY METROPOLITAN OFFICE MARKET - continued

The 1995 overall vacancy rate decline of 4.5% is the largest annual decline to
date, eclipsing 1994's 2.8% reduction. The Central Business District (CBD)
experienced a 2.4% vacancy reduction to 25.4% during 1995, however, that result
was overshadowed by the suburban market's vacancy rate reduction of 5.5% to an
overall rate of 10.2%, its lowest level since 1982.

It should also be noted that the CBD's vacancy reduction can be attributed to
the bombing of the A. P. Murrah Federal Building on April 19, 1995, which
resulted in the closing of the Journal Record Building, which contained 145,000
square feet, and other buildings. The bombing displaced over 400,000 square
feet of tenants from the Federal Building, the Journal Record Building and
other smaller buildings in the downtown area. Most of the buildings damaged
beyond repair will not be rebuilt.

The last time the vacancy rate was in the 14.6% range, rental rates were $12.50
per square foot compared to current average rents of $10.00 per square foot.
The law of supply and demand indicates rental rates should increase, especially
in buildings with a Class "A" type finish, which are in limited supply in the
suburban areas. The 1996 second quarter survey indicates a continuing trend of
declining vacancy rates with an overall vacancy 14.6%. With the improving
occupancy rates the overall rental rate also continues to increase. Rent
concessions have disappeared.

The typical office base rate is characterized by average lease rates of $8.00
to $15.00 per square foot on garden offices or buildings with one (1) to three
(3) floors and $11.00 to $15.00 per square foot on high-rise structures or
buildings with ten (10) or more floors. Mid-rise office buildings, classified
as structures with four (4) to nine (9) floors, are posting average lease rates
from $9.50 to $13.00 per square foot. These rates are for "full" service
leases.

On a citywide basis, the inventory of 25,000+ square foot office buildings is
estimated to include over 2.2+- million square feet of vacant space. As to the
distribution of the space by building type, the greatest amount is found in the
high-rise sector of the market (approximately 50% of the vacant space). The
remaining space is almost evenly divided between garden office buildings
(approximately 29%) and the mid-rise structures (approximately 21%). In
geographic terms, over 65% of the vacant space is located downtown or in the
Central Business District (CBD), a submarket that accounts for only 38% of the
market's total space.

28
<PAGE> 35
OKLAHOMA CITY METROPOLITAN OFFICE MARKET - continued

The following chart provides an overall view of the geographical distribution
of office vacancy as of the Second Quarter 1996.

PRICE EDWARDS & COMPANY OFFICE MARKET REPORT
SECOND QUARTER 1996
<TABLE>
<CAPTION>
PERCENT VACANT VACANCY PERCENT
SECTOR EXISTING SF VACANT SF PER SECTOR CHANGE
<S> <C> <C> <C> <C>
North 3,069,396 206,417 6.7% -1.3%

Midtown 740,192 44,205 6.0% -4.7%

Northwest 4,157,049 392,563 9.4% -1.2%

West 596,280 85,133 14.3% -1.6%

CBD 5,347,854 1,301,680 24.3% -0.8%

City Totals 13,910,771 2,029,998 14.6% -1.3%
</TABLE>

The general market trend for office buildings has steadily improved with
increasing rental rates and diminishing vacancy rates beginning in 1993 through
August of 1996. These statistics indicate an upward general trend and
improvement in the existing Oklahoma City metropolitan office building market.
This trend is expected to continue in 1996.

In summary, during the 1980's there was a negative view, both locally and
nationally, of the economy, government, and to some degree environmental forces
in Oklahoma and Oklahoma City. State and city officials have made a
concentrated effort to overcome this perception with aggressive business
recruitment and advertising to promote new businesses. Locally, the approval
of an additional one cent (1) city sales tax for the Metropolitan Area Projects
(MAPS) has allowed the project to go forward with construction underway.

The state's Quality Jobs Program has created new jobs by the expansion of
existing businesses as well as attracting new companies. The loss (bombing) of
the A. P. Murrah Federal Building and other downtown office buildings has had a
two fold effect on the office market by decreasing the supply and creating
demand for office space by the relocation of many governmental agencies as well
as local businesses. The continued reduction in the overall vacancy rate and
increasing rental rates together with the prediction of over 3,000 new jobs
coming to Oklahoma City in 1996 is a strong indicator of the improving office
market.

29
<PAGE> 36
NEIGHBORHOOD ANALYSIS

The Dictionary of Real Estate Appraisal defines a neighborhood as: "A group of
complimentary land uses". It may be best described as that part of a
geographical area or community which comprises the immediate surroundings and
primary environment for the appraised property. Normally, neighborhoods can be
characterized by physical similarities, locale, and a homogeneous blending of
property uses. Within any neighborhood, governmental, social, economic, and
environmental forces influence supply and demand for real estate.
Consequently, location is always a major factor in determining value; and in
most neighborhoods, the inhabitants have a relationship based on a commonality
of interests.

LOCATION

The appraised property is located in the southeast quadrant of Del City in the
south central quadrant of Oklahoma County. The subject property is located
near the southwest corner of the intersection of S.E. 29th Street and Vickie
Drive, between Sunnylane Avenue and Sooner Road.

BOUNDARIES

For the purpose of this report the neighborhood boundaries have been identified
as Interstate 40 on the north, S.E. 44th Street on the south, South Bryant
Avenue on the west, and South Sooner Road on the east. The defined
neighborhood area contains approximately four (4) square miles. The immediate
neighborhood is identified as the corridor area along both sides of S.E. 29th
Street, between South Sunnylane Avenue and South Sooner Road/Interstate 40.
These boundaries are physical barriers that limit access points to the
neighborhood. The neighborhood is comprised mainly of commercial uses along
the section line roads and at the major street intersections with residential
uses on the interior. The Oklahoma City Central Business District (CBD) is
located about five (5) miles northwest of the subject property.

ACCESS

The neighborhood is accessed by S.E. 29th Street (a major east-west traffic
artery), Sooner Road, Sunnylane Avenue, Interstate 40, Interstate 35 and
Interstate 240. Interstate 40 is a six to eight lane, major divided
thoroughfare connecting Del City and Midwest City with the Oklahoma City CBD.
Interstate 240 is located three miles south of the subject providing additional
east/west access. Interstate 35 is three miles west. S.E. 29th Street is
predominantly a commercial thoroughfare across the city with a concentration of
commercial development along its entire length as well as within the subject
neighborhood. The neighborhood benefits from the good highway system.

30
<PAGE> 37
NEIGHBORHOOD ANALYSIS - continued

INFRASTRUCTURE

The neighborhood is serviced by all public utilities, including electricity
provided by O.G.&E., natural gas provided by Oklahoma Natural Gas, with water
and sanitary sewer services provided by the City of Del City. Street and storm
sewer maintenance is also provided by the City of Del City. The utilities are
reported to be of adequate size and capacity for the needs of neighborhood.

TRAFFIC COUNT

The 1995 average daily traffic (ADT) count on S.E. 29th Street, between South
Sooner Road and South Sunnylane Avenue, was estimated at 25,000 vehicles
average per day based on the Oklahoma Department of Transportation Average
Daily Traffic Volume map. The traffic count on Interstate 40, between Sooner
Road and Air Depot Boulevard was estimated at an average of 65,000 vehicles per
day.

ZONING AND USE RESTRICTIONS

Zoning is predominately for residential uses on the interior land to the north
and south of S.E. 29th Street with commercial and industrial zoning along the
frontage of S.E. 29th Street. There are heavy concentrations of commercial
development along both sides of Interstate 40 in this area. Zoning in the
immediate neighborhood is commercial and industrial with some multi-family
residential uses scattered throughout.

GEOGRAPHICAL FEATURES

A major physical land feature is Crutcho Creek, a major drainage basin or
watershed that extends along the south side of Interstate 40 just east of the
defined neighborhood boundary. Another physical characteristic that forms a
neighborhood boundary is Tinker Air Force Base (TAFB). Tinker Field extends
from S.E. 29th Street to S.E. 74th Street, between Sooner Road and Douglas
Boulevard. This restricted access area forms the east boundary of the
neighborhood.

POLICE AND FIRE SERVICES

In regards to police and fire protection, a Del City fire station is located
just south of the subject on S.E. 44th Street with the police station located
just west of the subject on Epperly Drive. There are fire hydrants located
throughout the neighborhood. City Hall for Del City is located across the
street from the subject.

31
<PAGE> 38
NEIGHBORHOOD ANALYSIS - continued

ENVIRONMENTAL INFLUENCES

As state above, Tinker Field is located just to the east of the subject
neighborhood. This facility is known as the Oklahoma City Air Logistics Center
(OCALC) and provides worldwide logistics and maintenance support for a variety
of military aircraft. The large number of aircraft arrivals and departures
causes some noise problems. Those land areas north and south of the runways
are restricted for use and development.

LAND USES/ECONOMIC BASE

The S.E. 29th Street corridor is noted as being concentrated with a variety of
retail and commercial businesses, services and offices lining the corridor.
Commercial and retail properties focus on having S.E. 29th Street frontage.

Tinker Field and the General Motors Assembly plant are the largest employers in
the area.

Abutting land uses consist of an apartment complex to the East,
commercial/retail properties to the North and East along S.E. 29th Street;
vacant land to the south, and to the west is a car wash and small industrial
buildings.

Further to the east and north, along Interstate 40, finds a mixture of motels,
specialized medical health facilities, automobile dealerships and
fuel/convenience stores. There are wood frame, single family residences south
of the immediate neighborhood.

In recent times, new development has occurred in the immediate neighborhood due
to the availability of vacant land. Over the last several years the area has
been developed with a branch bank facility, fuel/convenience stores, a medical
health facility, specialized medical offices, drugstores, video stores and
automobile parts stores.

In addition, there is an office park development located in the vicinity of the
neighborhood. Tinker Business Park, has been developed with one-story office
buildings. This property is located at the northeast corner of S.E. 29th
Street and South Sooner Road in Midwest City. The project is designed for
large single tenant users and are constructed as "build to suit" buildings.

32
<PAGE> 39
NEIGHBORHOOD ANALYSIS - continued

ECONOMIC LIFE CYCLE

Vacant land remains available within the immediate neighborhood and
re-development continues to occur. The age or vintage of the neighborhood is
depicted in many commercial buildings and residential dwellings, although, the
few remaining residential properties along S.E. 29th Street will probably be
removed as commercial development continues to expand. The immediate
neighborhood was originally developed with residential uses in the 1940's. The
majority of commercial properties in the immediate neighborhood were built in
the 1970's and 1980's.

The life cycle of the neighborhood is considered to be in the "revitalization
cycle" - a period of renewal, modernization, and increasing demand. The
neighborhood will continue to grow with the availability of vacant land.

REAL ESTATE SUBMARKETS

Generally, the various real estate submarkets in the neighborhood can be
described as being in the following stages of the development cycle:

Vacant Land: Increasing demand with renewed activity
Single Family: Good demand in newer additions
Multi Family: Continued rent and occupancy increases
Retail: Continued rent and occupancy increases
Office: Continued rent and occupancy increases
Industrial: Continued rent and occupancy increases

SUMMARY

In conclusion, the subject property is located in an area with good market
demand. The surrounding commercial properties are in good condition,
indicating favorable social and environmental factors. The effect of
governmental forces on the subject property is considered as being nominal. As
the economy continues to grow the positive social, governmental and
environmental characteristics of this neighborhood will have a stabilizing
effect upon the subject.

S.E. 29th Street is the major commercial thoroughfare for the neighborhood with
a concentration of commercial development occurring along both sides creating a
"corridor". The area is favored with good highway/expressway traffic links and
major arterial roads. The neighborhood is expected to remain an active element
in the local economy. New development, rehabilitation and continued
maintenance of existing commercial properties will sustain the economic life of
the neighborhood area.

33
<PAGE> 40
[STREET MAP OF DEL CITY, OKLAHOMA AND SURROUNDING AREA]

34
<PAGE> 41
TAXES AND ASSESSMENT ANALYSIS

The appraised property is located in Oklahoma County, Oklahoma. The property
tax identification or account number is 1468-15-392-0515. The following
information was obtained from the Oklahoma County Assessor's and Treasurer's
records.

OWNER: United Del City Bank
4600 S.E. 29th Street
Oklahoma City, Oklahoma 73115

TAX ID#: #1468-15-392-0515

<TABLE>
<CAPTION>
=============================================================================================
1995 1995 1995
MARKET VALUE ASSESSED VALUE R.E. TAXES
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
LAND: $ 441,100 $ 48,521

IMPROVEMENTS: $1,319,700 $145,167
---------- --------
TOTAL: $1,760,800 $193,688 $22,531.73
=============================================================================================
</TABLE>

The Oklahoma County assessment rate is 11% of the assessor's market value. The
assessor's office indicates a total market use value for the subject property
of $1,760,800. The subject property was last assessed in 1995. The real
estate tax levy for school district #652 in 1995 was $116.33 per $1,000 of
assessed value. The actual real estate taxes are calculated by multiplying the
assessed value times the tax rate per $1,000 of assessed value ($193,688 x
$116.33/1000).

As of the effective date of this report, the 1995 real estate taxes have been
paid in the amount of $22,531.73. The 1994 real estate taxes totaled
$23,320.04 and have been paid. The 1995 taxes indicate an expense of $0.30 per
net rentable square foot (based on NRA of 74,021 SF).

As indicated above, the Oklahoma County Assessor's market use value is
substantially understated when compared to the final value estimate in this
report. However, the subject is consistent with other office properties.

It appears the ad valorem taxes of approximately $0.30 per square foot is
favorable to the owner and could increase in the future when the property is
reassessed. For this analysis we have assumed that the 1995 real estate values
will remain and will be used in the Income Capitalization Approach.

34
<PAGE> 42
ZONING ANALYSIS

According to the City of Del City Planning Department the appraised site is
zoned "C-2", GENERAL COMMERCIAL DISTRICT.

The purpose of the "C-2" General Commercial District is to provide for a wide
variety of mixed commercial uses which supply retail merchandise, personal
services, and trade business establishments for the benefit of local and
non-local patrons. The majority of the commercial uses permitted in the other,
less intensive, commercial zones will also be permitted in the C-2 District.
However, many uses requiring the secondary functions of outdoor display and/or
storage, incidental retail or wholesale warehousing, and product service,
maintenance or repair will be permitted first in this district on a commercial
scale. Due to the variety and intensity of the commercial uses permitted in
this district, it shall only be authorized in locations providing frontage and
primary access onto arterial streets, in areas which are generally removed from
single-family neighborhoods.

According to city planning official the current use, as a multi-tenant office
building, is a permitted use within the zoning district.

Site density is controlled through parking regulations stated by use. Office
uses require one parking space for every 200 square feet of gross leasable area
(GLA) for the first 5,000 square feet; plus one space for every 250 square feet
from 5,001 to 15,000 square feet; plus one space for every 300 square feet from
15,001 to 48,000 square feet; plus one space for every 350 square feet over
48,000 square feet (GLA).

Based on a gross leasable area (GLA) of 74,021 square feet would require a
minimum of 234 parking spaces. Designated handicap parking spaces must be
provided on the basis of 4% of the total number of spaces with a maximum of ten
(10) spaces.

According to management, the United Bank Tower Office Building has a total of
374 parking spaces, 368 regular and eight (8) handicap. Therefore, the total
of 374 parking spaces is well above the minimum required by the current parking
regulations.

Copies of the appropriate pages from the Del City Zoning Regulations and
Ordinances are provided as part of the addendum to this report.

35
<PAGE> 43
[TOP VIEW DRAWING OF SUBJECT PROPERTY]

<PAGE> 44
SITE DESCRIPTION

LOCATION AND SIZE

The appraised property is located at 4600 S.E. 29th Street near the southwest
corner of the intersection of S.E. 29th Street and Vickie Drive in the south
central quadrant of Del City, Oklahoma. S.E. 29th Street is a divided five (5)
lane (center turn lane), major arterial highway, linking Del City and Midwest
City to Oklahoma City. The site contains approximately 315,440+- square feet
or 7.2415+- acres, more or less. This is on a net usable basis with no
additional loss for street right-of-way.

SHAPE AND FRONTAGE

The L-shaped site has approximately 452.07 feet of frontage on the south side
of S.E. 29th Street. The site has additional frontage on Holiday Avenue, S.E.
31st Street, and Vickie Drive. The site has excellent exposure to traffic on
S.E. 29th Street and Interstate 40.

TOPOGRAPHY/DRAINAGE

Surface drainage is to the east, into a tributary of Crutcho Creek which
empties into the North Canadian River. The site is slightly above street grade
with S.E. 29th Street and the adjacent streets.

FLOOD HAZARD AND SOILS

According to Federal Emergency Management Agency (FEMA) Flood Insurance Rate
Map (FIRM) Panel #400233-0003D, with an identification date of September 15,
1993 the site is located within an area having a Zone Designation "C",
Non-Special Flood Hazard Area. According to the City of Del City Planning
Department the property is not located in a flood prone area.

NUISANCES AND HAZARDS

No environmental audit or survey was provided. While no environmental hazards
were observed, the appraisers are not trained in the detection of such
problems. It is recommended that an environmental study be made to ensure that
no hazardous materials or ground contamination exists on or adjacent to the
site.

36
<PAGE> 45
SITE DESCRIPTION - continued

EASEMENTS/COVENANTS/RESTRICTIONS

The site is encumbered with easements for utilities and right-of-ways, none of
which adversely affect the property.

ACCESS/INGRESS/EGRESS

Vehicular access to the site is very good and is provided by two curb cuts from
S.E. 29th Street, one curb cut on Vickie Drive, two curb cuts on S.E. 31st
Street and three on Holiday Avenue. The site has good access and internal
traffic flow.

VISIBILITY

The site has excellent visibility to traffic in both east/west directions along
S.E. 29th Street.

UTILITIES

All utilities are available to the site. Electricity is supplied by O.G.& E.,
natural gas by ONG and water/sewer by the City of Del City. All of the
utilities are considered to be of sufficient size, quality and condition to
serve the present use of the site.

IMPROVEMENTS

The property is improved with a seven (7) story, multi-tenant, general office
building containing a total of 83,036+- gross square feet with a net rentable
area of 74,021 square feet. The market considers the property a good Class
"B+" office building in the Oklahoma City metropolitan market. The
improvements are described in the Description of Improvements.

SURROUNDING LAND USES

The property has streets on four sides the only abutting property or land use
consists of a small retail center to the northeast. Adjacent land uses consist
of an apartment complex to the east; vacant land to the south; and a car wash
and small pre-engineered metal buildings to the west, with commercial/retail
uses to the north, along S.E. 29th Street.

FUNCTIONAL ADEQUACY OF SITE

The appraised site has excellent exposure and visibility from S.E. 29th Street.
The site is sufficient in size to accommodate the existing office facility. The
single improvement is located in the central portion of the site. The existing
improvements are considered compatible with surrounding properties.

37
<PAGE> 46
[PLAT MAP OF SEC.17 T. 11N R.2W OF OKLAHOMA COUNTY, OKLAHOMA WITH
SUBJECT PROPERTY HIGHLIGHTED]

<PAGE> 47
DESCRIPTION OF IMPROVEMENTS

The improvement is a seven (7) story, concrete frame, multi-tenant, general
office building. The structure was reportedly constructed in 1974 and is known
as UNITED BANK TOWER OFFICE BUILDING. The building contains 83,036 gross
square feet (includes seven floors and partial basement) with a net rentable
area (NRA) of 74,021+- square feet.

The building is designed in a rectangular shape. The exterior surface is a
combination of reflective insulated glass and painted, smooth finish, concrete
panels. There are two (2) story atrium "open areas" in the bank area.

The building core has two (2) interior stairwells providing access to all seven
(7) levels and the basement. The building has three elevators (Westinghouse
brand), the two main public elevators each with a 3000 pound capacity and stops
at all seven (7) levels with the west elevator having an additional stop for
the basement. There is an elevator in the bank area that goes from the first
level to the second level. The building has common men's and women's restrooms
on each level with private restrooms in the bank area. The building features a
mail room, smoking room/vending area/break room.

The building has four (4) main exterior entrances. The northwest and northeast
or front main entries allows pedestrian access to the first or ground floor
level of the bank area. The southeast and southwest entries provide ground
floor access to the tower office levels. The north entrances have two sets of
double glass doors set in commercial aluminum frames while the south entries
have a single set of double glass doors. There is a secondary entrance/exit
located on the east elevation of the ground floor with a metal door. After
hours entry is provided to the tenants.

The interior of the building has carpeted or tile lobbies with carpeted
hallways. Typical walls are textured and painted wallboard. Ceiling system is
drop grid panels in metal T-bar with 2'x 4' recessed four (4) bulb fluorescent
light fixtures. The fluorescent light fixtures have been replaced with energy
efficient ballasts. Interior trim consists of vinyl rubber cove base with
solid core wood pedestrian doors. The building HVAC system has electric
heating and cooling with separate zones on each floor. There is an energy
management system for each floor with separate controls. The building is total
electric. All public utilities serve the building.

38
<PAGE> 48
DESCRIPTION OF IMPROVEMENTS - continued

The building is supported by an asphalt paved, on-site, parking area striped
for 374 vehicle spaces which includes disabled parking for eight (8) spaces
that is included in the total number. There is a fire alarm system on all
levels with smoke detectors and fire hose cabinets.

The following building data was furnished by Harold A. Hite, Architect, who
provides space planning for the appraised property. The enclosed floor plans
were furnished by Harold Hite.

UNITED TOWER BUILDING - GROSS BUILDING AREA PER FLOOR

<TABLE>
<S> <C>
FIRST FLOOR OR GROUND LEVEL: 19,500 SQUARE FEET
SECOND FLOOR: 14,150 SQUARE FEET
THIRD FLOOR: 8,962 SQUARE FEET
FOURTH FLOOR: 10,106 SQUARE FEET
FIFTH FLOOR: 10,106 SQUARE FEET
SIXTH FLOOR: 10,106 SQUARE FEET
SEVENTH FLOOR: 10,106 SQUARE FEET
-------

TOTAL GROSS BUILDING AREA: 83,036 SQUARE FEET
</TABLE>

Note: This area is calculated on measurements to the outside
or exterior walls glass and includes tenant or finished areas,
hallways, lobby, restrooms and storage and mechanical closets
but does not include outside balconies or basement.

The net rentable area of 74,021+- square feet was taken from the leases and
varies slightly from the total on the floor plans. This variance is
attributable to the differences in the hallways and lobby areas on the upper
floors in the tower.

Based upon information provided by the property manager and inspections of the
property, the basic construction is outlined as follows. Floor plans and
photographs are located following this section.

39
<PAGE> 49
DESCRIPTION OF IMPROVEMENTS - continued

SITE: The site is basically level with a slight
slope to the east and is slightly above
the abutting street grades.

FOOTING/FOUNDATION: Assumed to be poured concrete and piers

STRUCTURAL FRAME: Precast concrete with flat roof

FLOOR STRUCTURE: Precast concrete

FLOOR COVERINGS: Carpet in hallways and offices, ceramic
tile in main lobbies, kitchen and
restrooms.

CEILINGS: Drop grid system with 2' x 4' acoustical
tile panels in tenant office areas.
Gypboard ceilings in bank area and common
areas.

INTERIOR PARTITIONS: Gypsum wallboard over metal studs.

INTERIOR WALL
MATERIAL COVERINGS: Common areas and offices are gypboard
with texture and paint.

INTERIOR TRIM: Halls have vinyl cove base. Combination
of 8 foot and 9 foot solid core wood
doors. Some wood trim in office areas.

PLUMBING: Typical men's restroom consist of 3
lavatories, 2 toilets and 2 urinals.
Typical women's restroom consist of 3
lavatories, 3 toilets. Floor and walls
are ceramic tile. It appears that the
upper level restrooms are not handicap
accessible and may not meet ADA code. The
ground floor restroom is handicap
accessible.

FIRE ALARM SYSTEM: Fir alarm system, smoke detectors, and
fire hose cabinets on all floors.

HVAC: All electric, two pipe system with
penthouse mounted chiller (Carrier 271
ton - original unit). Fan coil units in
tenant areas with chilled water for
cooling and electric strip heat.
According to management the HVAC is
adequate to handle the needs of the
building.

40
<PAGE> 50
DESCRIPTION OF IMPROVEMENTS - continued

ELECTRICAL/LIGHTING: The lighting and wiring is assumed to
meet code. The building is total
electric. Light fixtures are a
combination of fluorescent and
incandescent.

EXTERIOR WALL MATERIAL: Smooth finish concrete panels with fixed
reflective thermal or insulated glass
windows in commercial aluminum window
mullions.

WINDOWS: Commercial grade, thermal or insulated
pane, reflective glass windows.

BASEMENT: Partial basement located under the south
portion of the ground floor.

ELEVATORS: Three (3) Westinghouse passenger
elevators. The elevators service all
seven floors with each car having a 3000
pound capacity. The west elevator also
serves the basement level. There is a
small elevator in the bank area that
serves the first and second level.

ROOF STRUCTURE: Precast concrete

ROOF COVER: Membrane roof cover. According to the
building engineer there are no leaks and
the roof is in average condition.

STAIRS: Pre-engineered steel stairs with concrete
treads. Steel pipe hand rail. There are
two interior stairways located at the
east and west sides of the building core
area.

PARKING AREAS: The parking areas are asphalt paved and
striped for 374 spaces. Asphalt paving
is in good condition with several areas
that have been resealed and striped.

EXTERIOR LIGHTING: Pole mounted floodlights around the
exterior of building to light the faces
of structure. Pole mounted security
lights in parking areas.

LANDSCAPING: There are islands in parking areas and an
attractive landscaped area in front of
building. The mature landscaping is
attractive and well maintained. There is
a sprinkler irrigation system to serve
the landscaped areas.

41
<PAGE> 51
DESCRIPTION OF IMPROVEMENTS - continued

STREET/HIGHWAY
ACCESSIBILITY: Primary frontage on the south side of
S.E. 29th Street. Street access on all
four sides. Street access and exposure
is good.

DEFERRED MAINTENANCE

Upon physical inspection of the property and interviews with the building
engineer, manager, no major physical defects were observed.

AMERICANS WITH DISABILITIES ACT (ADA) OF 1990

The subject property was designed and constructed in 1974. The property
appears to be handicap accessible with designated handicap parking (eight
spaces) at the main entrance. There are also ramps and sidewalks that allow
single level access into the building. The restrooms and elevators do not
appear to be in compliance with current ADA regulations. The appraisers were
NOT provided with a compliance report in regards to ADA regulations.

SUMMARY OF IMPROVEMENTS

The improvements, constructed in 1974, are of good quality materials and
construction. The overall physical condition is considered to be good. The
asphalt parking lot is in good condition. The occupied tenant suites inspected
appeared to be in good condition. It should be noted that not all of the
tenant spaces were inspected but that a sampling on each floor was made.

ENVIRONMENTAL CONCERNS

The appraisers were NOT furnished an environmental survey or audit (Phase I)
regarding the subject property. The improvements were reportedly constructed
in 1974 and are of precast concrete construction. We are not experts in this
area and recommend that a Phase I Environmental Survey or Audit be completed on
the property.

FURNITURE FIXTURES AND EQUIPMENT (FF&E)

The appraised property contains items of furniture, fixtures and equipment,
commonly referred to as FF&E. This appraisal does not include any FF&E other
than the equipment necessary for the daily operation of the property (i.e.
computer to operate energy management system).

42
<PAGE> 52
[FIRST FLOOR PLANS OF UNITED BANK TOWER]

<PAGE> 53
[SECOND FLOOR PLANS OF UNITED BANK TOWER]

<PAGE> 54
[THIRD FLOOR PLANS OF UNITED BANK TOWER]

<PAGE> 55
[FOURTH FLOOR PLANS OF UNITED BANK TOWER]

<PAGE> 56
[FIFTH FLOOR PLANS OF UNITED BANK TOWER]

<PAGE> 57
[SIXTH FLOOR PLANS OF UNITED BANK TOWER]

<PAGE> 58
[SEVENTH FLOOR PLANS OF UNITED BANK TOWER]

<PAGE> 59
[PHOTOGRAPH OF NORTH OR FRONT ELEVATION OF SUBJECT PROPERTY]

[PHOTOGRAPH OF SOUTH ELEVATION OF SUBJECT PROPERTY]

<PAGE> 60
[PHOTOGRAPH OF WEST AND SOUTH ELEVATION OF SUBJECT PROPERTY]

[PHOTOGRAPH OF DRIVE IN LANES ON WEST ELEVATION OF SUBJECT PROPERTY]

<PAGE> 61
[PHOTOGRAPH OF NORTH AND EAST ELEVATION OF SUBJECT PROPERTY]

[PHOTOGRAPH OF SOUTH AND EAST ELEVATION OF SUBJECT PROPERTY]

<PAGE> 62
[PHOTOGRAPH OF SOUTHEAST PARKING AREA OF SUBJECT PROPERTY]

[PHOTOGRAPH OF SOUTHWEST PARKING AREA OF SUBJECT PROPERTY]

<PAGE> 63
[PHOTOGRAPH OF NORTHWEST PARKING AREA OF SUBJECT PROPERTY]

[NORTHEAST PARKING AREA OF SUBJECT PROPERTY]

<PAGE> 64
[PHOTOGRAPH OF STREET SCENE LOOKING WEST ON S.E. 29TH STREET]

[PHOTOGRAPH OF STREET SCENE LOOKING EAST ON S.E. 29TH STREET.]

<PAGE> 65
"PHOTOGRAPH OF MAIN LOBBY LOOKING WEST OF SUBJECT PROPERTY"

"PHOTOGRAPH OF SOUTH LOBBY LOOKING EAST OF SUBJECT PROPERTY"

<PAGE> 66
"PHOTOGRAPH OF NORTH BANK LOBBY OF SUBJECT PROPERTY"

"PHOTOGRAPH OF UNITED BANK - GROUND FLOOR OF SUBJECT PROPERTY"

<PAGE> 67
"PHOTOGRAPH OF BANK BOARD ROOM - SECOND LEVEL OF SUBJECT PROPERTY"

"PHOTOGRAPH OF KITCHEN AREA TO BOARDROOM OF SUBJECT PROPERTY"

<PAGE> 68
"PHOTOGRAPH OF KITCHEN/EMPLOYEE'S BREAK ROOM OF SUBJECT PROPERTY"

"PHOTOGRAPH OF BANK CONFERENCE ROOM SECOND LEVEL OF SUBJECT PROPERTY"

<PAGE> 69
"PHOTOGRAPH OF TYPICAL RESTROOM OF SUBJECT PROPERTY"

"PHOTOGRAPH OF TYPICAL OFFICE FINISH OF SUBJECT PROPERTY"

<PAGE> 70
"PHOTOGRAPH OF SECOND FLOOR LOBBY OF SUBJECT PROPERTY"

"PHOTOGRAPH OF THIRD FLOOR LOBBY OF SUBJECT PROPERTY"

<PAGE> 71
"PHOTOGRAPH OF FOURTH FLOOR LOBBY OF SUBJECT PROPERTY"

"PHOTOGRAPH OF FIFTH FLOOR LOBBY OF SUBJECT PROPERTY"

<PAGE> 72
"PHOTOGRAPH OF SIXTH FLOOR LOBBY OF SUBJECT PROPERTY"

"PHOTOGRAPH OF SEVENTH FLOOR LOBBY OF SUBJECT PROPERTY"

<PAGE> 73
"PHOTOGRAPH OF PENTHOUSE AND ROOF OF SUBJECT PROPERTY"

"PHOTOGRAPH OF LOWER LEVEL ROOF OF SUBJECT PROPERTY"

<PAGE> 74
"PHOTOGRAPH OF CHILLER OF SUBJECT PROPERTY"

<PAGE> 75
"PHOTOGRAPH OF TYPICAL STAIRWELL OF SUBJECT PROPERTY"

<PAGE> 76
HIGHEST AND BEST USE

The highest and best use of a property is defined as follows:

. . . that reasonable and probable use that supports the highest
present value, as defined, as of the effective date of the appraisal.

Alternatively, that use, from among reasonable probable and legal
alternative uses, found to be physically possible, appropriately
supported, financially feasible, and which results in highest land
value.

The definition immediately above applies specifically to highest and
best use of land. It is to be recognized that in cases where a site
has existing improvements on its, the highest and best use may very
well be determined to be different from the existing use. The
existing use will continue, however, unless and until land value in
its highest and best use exceeds the total value of the property in
its existing use.

Implied within these definitions is recognition of the contribution of
that specific use to community environment or to community development
goals in addition to wealth maximization of individual property
owners. Also implied is that the determination of highest and best
use results from the appraiser's judgement and analytical skill, i.e.,
that the use determined from analysis represents an opinion, not a
fact to be found in appraisal practice, the concept of highest and
best use represents the premise upon which value is based. In the
context of investment value, an alternative term would be "most
profitable use."

To test for the most feasible or the highest and best use for land as vacant
all logical and feasible alternatives must be analyzed. All alternative uses
must meet four criteria. The criteria are as follows:

(1) The physical use of the site - what potential uses of the site
are physically possible.

(2) The legal use of the site - what uses of the site are
permitted under applicable zoning ordinances and other legal
restrictions.

(3) The feasible use of the site - what possible and legally
permissible use of the site will produce a positive return.

(4) The maximum productive use of the site - among the highest
financially feasible uses, the use that provides the highest
rate of return, or value (given a constant rate of return), is
the highest and best use.

43
<PAGE> 77
HIGHEST AND BEST USE - continued

The first test of the Highest and Best Use question relates to the subject's
site. The appraiser must search the market to determine the highest and best
use, based on a prudent buyer/investor's response. The economic conditions
described in the Site Data, as well as the Neighborhood Data, cannot be ignored
when isolating each of the four tests of Highest and Best Use, as follows;

A. Physically possible
B. Legally permissible
C. Financially feasible
D. Maximally productive

A. PHYSICALLY POSSIBLE:

Size, shape, area, and terrain affect the uses to which land may be
developed. The utility of a parcel may depend on its frontage and
depth. An appraiser also considers capacity and availability of
public utilities.

Highest and best use of a property is improved also depends on
physical considerations. Whether the property is in good repair and
can continue to accommodate the current use may be relevant. If the
property should be converted to another use, the cost of conversion
must be analyzed relative to the returns to be generated by the
converted use.

B. LEGALLY PERMISSIBLE:

Private restrictions, zoning, building codes, historic district
controls, and environmental regulations are considered because they
may preclude many possible highest and best uses.

C. FINANCIALLY FEASIBLE:

After determining the uses that are physically possible and legally
permissible, an appraiser need not consider the uses that do not meet
the criteria. The uses that do meet them are analyzed further to
determine those that are likely to produce some income, or return,
greater than the combined income needed to satisfy operating expenses,
financial expenses, and capital amortization. All uses that are
expected to project a positive return are regarded as financially
feasible. In analyzing financial feasibility, appraisers estimate
future gross income that can be expected from each potential highest
and best use . . . Any positive net income or rate of return would
indicate that a use is financially feasible.

44
<PAGE> 78
HIGHEST AND BEST USE - continued

D. MAXIMALLY PRODUCTIVE:

Among financially feasible uses, the use that provides the highest
rate of return, or value (given a constant rate of return), is the
highest and best use. For determining highest and best use of land as
though vacant, the same rate of return is often used to capitalize
income streams from different uses into values. This procedure is
correct if all competing uses have similar risk characteristics. The
highest land value produced in the procedure reflects highest and best
use.

HIGHEST AND BEST USE "AS IF VACANT":

PHYSICALLY POSSIBLE:

The subject property has 452.07 feet of frontage on the south side of S.E. 29th
Street with additional frontage on Holiday Avenue, Vickie Drive and S.E. 31st
Street. S.E. 29th Street is a major, divided five lane (center turn lane),
major east/west arterial road. The site contains 315,440+- square feet or
7.2415+- acres, more or less.

The subject site is basically level and appears to have adequate surface
drainage. This is typical for all the tracts in the neighborhood. The soils
on the subject tract generally do not present any special development problems,
however, most new construction has either spread footings or a concrete grade
beam and pier foundation or post tension slabs. All utilities are provided to
the site in sufficient quantities to serve the highest and best use of the
site.

The subject site appears to have very few physical limitations. The site has
excellent frontage and visibility to the main traffic arteries (S.E. 29th
Street/Interstate 40) together with good ingress and egress.

LEGALLY PERMISSIBLE:
Consideration was also given to the legal adaptability of the site. The
subject property is zoned "C-2", General Commercial District, which allows
office uses. The site is encumbered with several easements for utilities.
This appraisal is subject to there being no additional encroachments or
easements, which would be detrimental to the value of the property.

45
<PAGE> 79
HIGHEST AND BEST USE - continued

FINANCIALLY FEASIBLE:

The financial feasibility of the subject site was considered. Currently the
balance of supply and demand for office space in the Oklahoma City metropolitan
market is shifting to increasing demand. The Oklahoma City office market was
impacted from the recessionary phase, but continues to strengthen as the
overall economy improves. Office rental rates in the newer and well maintained
properties have generally increased and the occupancy rate continues to
increase. Rental rates for similar office properties range from $11.00 to
$15.00 per square foot.

MAXIMALLY PRODUCTIVE:

Current office rents, although increasing, are not satisfactory to justify new,
multi-tenant, general office construction.

SUMMARY:

After considering the above analysis, the highest and best use of the subject
property "as vacant" would be for future development of a commercial use in
conformity with the existing zoning.

HIGHEST AND BEST USE, "AS IMPROVED":

The subject site is improved with a 83,036 gross square foot (GBA) seven (7)
story, multi-tenant, general office building, which is currently 99%+-
occupied. The improvements have a net rentable area (NRA) of 74,021 square
feet. The current rent roll and income and operating statements that were
furnished by the management are assumed to accurately represent the subject's
current economic condition.

The subject improvements represent a conforming use. The improvements also
conform to the physical and economic characteristics of the neighborhood
environment. The improvements are considered to be an economically feasible
use, based upon the appraised value. As previously stated, it would not be
economically feasible to construct new multi- tenant office improvements if the
tract were vacant. Thus, there is no alternative legal use that could
economically justify removal of the existing improvements. Therefore, the
subject improvements are considered to represent the highest and best use of
the subject site "as improved".

46
<PAGE> 80
THE APPRAISAL PROCESS

In the appraisal of real property, to arrive at an estimate of market value for
the subject site being considered, it is the appraisal practice to search,
study and assemble as much information as possible pertaining to value that can
be collected from the marketplace, and to utilize this information in three
separate approaches to an estimate of value. These three accepted approaches
are: the COST APPROACH, INCOME CAPITALIZATION APPROACH, and SALES COMPARISON
APPROACH.

COST APPROACH:

A method in which the value of a property is derived by estimating the
reproduction or replacement cost new (RCN) of the improvements, deducting
therefrom the estimated accrued depreciation, and then adding the value of the
land as estimated by use of the Sales Comparison Approach.

INCOME APPROACH:

An appraisal in which the anticipated net income is processed to indicate the
capital amount of the investment, which produces the net income. The capital
amount, called the CAPITALIZED VALUE, is, in effect, the sum of the
anticipated annual rents less the loss of interest until the time of
collection. The reliability of this technique is dependent upon four
conditions, namely: (a) the reasonableness of the estimate of the anticipated
net annual income; (b) the duration of the net annual income, usually the
economic life of the building; (c) the capitalization (discount rate); and (d)
the method of conversion (income to capital).

SALES COMPARISON APPROACH:

An appraisal technique in which the market value estimated is predicated upon
prices paid in actual market transactions and current listings, the former
fixing the lower limit of value in a static or advancing market (price wise),
and fixing the higher limit of value in any market. It is a process of
correlation and analysis of similar recently sold properties. The reliability
of this technique is dependent upon: (a) the degree of comparability of each
property with the property under appraisement; (b) the time of the sale; (c)
the verification of the sales data; and (d) the absence of unusual conditions
affixing the sale.

RECONCILIATION:

After arriving at an indication of value by the three approaches, these are
correlated into a single conclusion of value, based on the approach the has the
highest quality and quantity of data available, and the one in which the market
participant typically has the greatest confidence.

47
<PAGE> 81
COST APPROACH

In applying the Cost Approach, an appraiser obtains a value indication for a
property by adding the land value to an estimate of the depreciated
REPRODUCTION or REPLACEMENT cost of the building and other improvements.
Although cost and value are different concepts, the Cost Approach explores
possible relations between them. For a new property, developed to its highest
and best use, the market generally presumes that estimated reproduction or
replacement cost plus current land value should approximate market value,
assuming no loss of value due to time. This concept recognizes that physical,
functional, and external disadvantages will be recognized by the market and
will result in lower selling prices. The Cost Approach provides specific
measures for these disadvantages, and anything that diminishes value is termed
depreciation. The Cost Approach consists of eleven (11) steps.

1. Estimate the value of the land as though it were vacant and
available to be developed to its highest and best use.

2. Estimate the reproduction or replacement cost of the
improvements on the effective appraisal date.

3. Estimate other costs incurred after construction to bring the
new, vacant building up to market condition and occupancy
levels.

4. Estimate entrepreneurial profit from market analysis.

5. Add estimated reproduction or replacement costs, other costs,
and entrepreneurial profit to arrive at the total cost of the
main structure.

6. Estimate the amount of accrued depreciation in the structure
due to physical deterioration and functional and external
obsolescence.

7. Deduct the appropriate estimated depreciation from the total
reproduction or replacement cost of the building to derive an
estimate of the structure's depreciated reproduction or
replacement cost.

8. Estimate reproduction or replacement cost and depreciation for
any accessory buildings and for site improvements and then
deduct estimated depreciation from the reproduction or
replacement cost of these improvements.

9. Add the depreciated reproduction or replacement cost of the
structure, accessory buildings, and site improvements together
to obtain an estimated total depreciated reproduction or
replacement cost of all improvements.

10. Add the land value to the estimated total depreciated
reproduction or replacement cost of all improvements to arrive
at an indicated value of the fee simple interest in the
property.

11. Adjust the indicated fee simple value to the interest
appraised to arrive at an indicated value for the interest in
the subject property being appraised.(4)

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

(4) Understanding the Appraisal, the Appraisal Institute, 1992.

48
<PAGE> 82
COST APPROACH - continued

Appraisal terminology and literature recommends use of the Cost Approach for
reasonably new properties which are not affected by large amounts of
depreciation and for unique or "special purpose properties" that have no
comparable sales or market data or properties that are seldom leased or have
limited or no income/expense data.

The appraised property is an income producing multi-tenant, general office
building. The improvement was reportedly constructed in 1974. Original
building costs could not be obtained by the appraisers. The property has
received tenant finish that varies in age, quality and condition. The costs
for tenant finish were also not obtainable. As the building and other site
improvements begin to age and depreciate, the resulting loss in value becomes
difficult to quantify. Estimating the impact of even minor forms of
obsolescence and depreciation involves unsupportable judgments and adjustments
that weaken the credibility of the Cost Approach.

A significant reason why the Cost Approach is seldom used to value existing
income producing properties is that the underlying assumptions do not reflect
the investment rationale of typical buyers. Tenant occupied office buildings
are income producing properties that are purchased to realize future profits.
Reproduction or replacement cost has little bearing on an investment decision
where the buyer's primary concern is the potential return on equity.

Therefore, the Cost Approach has not been applied in this report. The
exclusion of the Cost Approach will not effect the validity of the concluded
final estimate of market value.

49
<PAGE> 83
SALES COMPARISON APPROACH

In an active real estate market, the Sales Comparison Approach is often a good
indication of value. This methodology is based upon the premise that the market
value of a property is directly related to the prices paid for comparable,
competitive properties which have recently sold or for which offers to purchase
have been made. Variations in prices of recently purchased property are
examined and analyzed by focusing on differences in competitive properties and
the subject in terms of legal, physical, locational and economic
characteristics, as well as differences in the real property rights conveyed,
the date of sales, the financing particular to each sales transaction and the
motivations of the buyers and sellers.

When there are sufficient sales transactions that are recent and reliable, thus
providing reasonable indications of value patterns in the market, this approach
is applicable to the valuation of real property interests. If such conditions
exist, the sales comparison method provides a pervasive, direct and systematic
approach to value. Limitations to the reliability of this approach arise when
the number of market transactions becomes insufficient. Changes in the market
due to rapid inflation or deflation diminish the quantity of market data and
jeopardize the reliability of the appraiser's adjustments, thus limiting the
usefulness of this approach under such circumstances.

The Sales Comparison Approach is related to and impacted upon by several
appraisal principles. Of these, the most important principle is substitution,
which states that "when several similar or commensurate commodities, goods or
services are available, the one with the lowest price will attract the greatest
demand, and widest distribution." The Dictionary of Real Estate Appraisal,
(Chicago: AIREA 1984, p.296). Substitution affirms that no prudent buyer would
pay more for a property than the price to acquire a substitute property of
similar utility and desirability. Similar utility is related to the principle
of balance in one aspect; in that the relationship between land and
improvements, as well as the relationship between a property and its
environment, must both be in balance for a property to reflect its actual
market value in the competitive market. The wider economic influence of the
principle of balance is related directly to the concept of supply and demand,
which is constantly in flux due to change in supply as it responds to shifts in
population, purchasing power, and consumer preferences. This flux influences
the price paid for a particular property as a result of negotiations between
buyer and seller, each holding individual views of the economic, legal, social,
neighborhood and property conditions which influence their perception of the
value of the property.

50
<PAGE> 84
SALES COMPARISON APPROACH - continued

METHODOLOGY:

"To apply the Sales Comparison Approach, an appraiser follows a systematic
procedure:

o Research the market to obtain information on sales
transactions, listings, and offerings to purchase properties
similar to the subject property.

o Verify the information by confirming that the data obtained
are factually accurate and that the transactions reflect arms
length market considerations.

o Select relevant units of comparison (e.g., dollars per acres,
per square foot, or per income multiplier) and develop a
comparative analysis for each unit.

o Compare the subject property and comparable sale properties
using the elements of comparison and adjust the sale price of
each comparable appropriately or eliminate the property as a
comparable.

o Reconcile the various value indications produced from the
analysis of comparables into a single value indication or a
range of values. An imprecise market may indicate a range of
value."

The Appraisal of Real Estate, Ninth Edition, (Chicago: AIREA, 1987, p.315)

51
<PAGE> 85
SALES COMPARISON APPROACH - continued

COMPARABLE SALES

Investigation of the Oklahoma City metropolitan multi-tenant office market
indicated a number of sales that have transpired over the last three (3) years.
The continued recovery in the Oklahoma economy has resulted in an increase in
the number of office building sales.

The shift of general office tenants to the well maintained and newer vintage
office buildings has resulted in a rise in occupancy and rental rates for those
properties.

Out of the group of potential comparables, the following sales were selected as
being the most comparable to the subject because of their relative similarity
in terms of building type, condition and construction, age, size and
circumstances and date of the sales.

The appraised property consists of a seven (7) story, multi-tenant, general
office building that was constructed in 1974. The building contains a gross
building area (GBA) of 83,036+- square feet. There are 374 surface parking
spaces. Management reports the net rentable area (NRA) to contain 74,021+-
square feet. The building common area factor (CAF) is estimated at 10%. The
subject property is considered a Class B+ office building.

The appraisers were unable to locate any recent arm's length transactions of
multi-tenant, mid-rise, office buildings with a bank located on the ground
floor.

The following office building sales were selected for analysis and comparison
to the appraised property.

The unit of comparison selected is the net rentable area (NRA).

52
<PAGE> 86
SALES COMPARISON APPROACH - continued

COMPARABLE SALE NUMBER ONE

NAME: The Paragon office building

LOCATION: Located on the east side of Robinson
Avenue south of N.W. 63rd Street,
Oklahoma City, Oklahoma County,
Oklahoma.

ADDRESS: 5801 North Broadway (State Highway
77)

GRANTEE (BUYER): Paragon Building Associates, Limited
Partnership

GRANTOR (SELLER): L&B Serbo Fund, a group trust

CONVEYANCE: SWD; Book 6878, Page 2087, Oklahoma
County Records

DATE: January 26, 1996

REPORTED SALES PRICE: $4,420,000

TERMS OF SALE: Third party financed $3,337,000 at
market rate for a twenty-five (25)
year term.

GROSS BUILDING AREA (GBA): 134,214 Sq.Ft.

NET RENTABLE AREA (NRA): 112,691 Sq.Ft.

COMMON AREA FACTOR (CAF): 15.1%

PRICE PER GROSS SQUARE FOOT: $32.93 (Gross)

PRICE PER NET SQUARE FOOT: $39.22 (Net)

POTENTIAL GROSS INCOME MULTIPLIER: 3.95 (Based on rents at time of
sale)

OVERALL CAPITALIZATION RATE (OAR): .1228 or 12.28%

SITE SIZE: 6.348+- Acres or 276,521+- square
feet.

OCCUPANCY AT TIME OF SALE: 97.0%

POTENTIAL GROSS INCOME (1995): $1,118,539

53
<PAGE> 87
SALES COMPARISON APPROACH - continued

COMPARABLE SALE NUMBER ONE - continued

DESCRIPTION:

This comparable is a five (5) story, multi-tenant, general office building that
was constructed in 1981/1982. The concrete frame structure has anodized metal
exterior panels with reflective glass windows. The building features a marble
floored lobby, two restrooms per floor, a fire alarm system, fire suppression
sprinkler system, and parking for 512 vehicles. Zoning is "O-2" General Office
District. The market considers this a "Class A" office property. The property
was in very good physical condition at the time of sale.

[PHOTOGRAPH OF PARAGON BUILDING]

COMPARABLE SALE NUMBER ONE

PARAGON BUILDING
5801 NORTH BROADWAY
OKLAHOMA CITY, OKLAHOMA

54
<PAGE> 88
SALES COMPARISON APPROACH - continued

COMPARABLE SALE NUMBER TWO

NAME: Columbus Square

LOCATION: Located at the northwest corner of
N.W. 63rd Street and Classen
Boulevard, Oklahoma City, Oklahoma
County, Oklahoma.

ADDRESS: 1001 N.W. 63rd Street

GRANTEE (BUYER): Oklahoma Police Pension and
Retirement System

GRANTOR (SELLER): Provident Mutual Life Insurance
Company, a Pennsylvania Corporation.

CONVEYANCE: SWD; Book 6736, Page 2179 Oklahoma
County Records

DATE: April 27, 1995

REPORTED SALES PRICE: $1,520,000

TERMS OF SALE: No mortgage filed, all cash to
seller

GROSS BUILDING AREA (GBA): 44,550 Sq.Ft.

NET RENTABLE AREA (NRA): 36,559 Sq.Ft.

COMMON AREA FACTOR (CAF): 10%

PRICE PER GROSS SQUARE FOOT: $34.12 (Gross)

PRICE PER NET SQUARE FOOT: $41.58 (Net)

POTENTIAL GROSS INCOME MULTIPLIER: 4.34 (Based on rents at time of
sale)

OVERALL CAPITALIZATION RATE: 11.08%

SITE SIZE: 1.297+- Acres or 56,507+- square
feet.

OCCUPANCY AT TIME OF SALE: 91%+-

POTENTIAL GROSS INCOME: $350,601

55
<PAGE> 89
SALES COMPARISON APPROACH - continued

COMPARABLE SALE NUMBER TWO - continued

DESCRIPTION:

This comparable is an three (3) story, multi-tenant, general office building
that was constructed in 1982. The steel frame structure has a brick exterior
with reflective glass windows. The building features a ceramic tile floored
lobby, restrooms on each floor, a fire alarm system, fire suppression sprinkler
system, and covered or enclosed parking for 25 vehicles with 109 surface
parking spaces. Zoning is "O-2" General Office District. The market considers
this a "Class B+" office property. The property was in good physical condition
at the time of sale.

[PHOTOGRAPH OF COLUMBUS SQUARE]

COMPARABLE SALE NUMBER TWO

COLUMBUS SQUARE
1001 N.W. 63RD STREET
OKLAHOMA CITY, OKLAHOMA

56
<PAGE> 90
SALES COMPARISON APPROACH - continued

COMPARABLE SALE NUMBER THREE

NAME: Lakepointe West

LOCATION: Located at the northeast corner of
N.W. 64th Street and Wedgewood
Boulevard, Oklahoma City, Oklahoma
County, Oklahoma.

ADDRESS: 4045 N.W. 64th Street

GRANTEE (BUYER): Heartland Care Group Management,
L.L.C.

GRANTOR (SELLER): 2525 Ltd., an Oklahoma Limited
Partnership

CONVEYANCE: CWD; Book 6837, Page 1859 Oklahoma
County Records

DATE: January 2, 1996

REPORTED SALES PRICE: $2,675,000

TERMS OF SALE: Third party financed $2,140,000 at
market rate for fifteen (15) year
term.

GROSS BUILDING AREA (GBA): 87,286 Sq.Ft.

NET RENTABLE AREA (NRA): 83,432 Sq.Ft.

COMMON AREA FACTOR (CAF): 12.3%

PRICE PER GROSS SQUARE FOOT: $30.65 (Gross)

PRICE PER NET SQUARE FOOT: $32.07 (Net)

POTENTIAL GROSS INCOME MULTIPLIER: 3.89 (Based on rents at time of
sale)

OVERALL CAPITALIZATION RATE (OAR): N/A

SITE SIZE: 2.528+- Acres or 110,160+- square
feet.

OCCUPANCY AT TIME OF SALE: 49%+-

POTENTIAL GROSS INCOME (PGI): $688,314

57
<PAGE> 91
SALES COMPARISON APPROACH - continued

COMPARABLE SALE NUMBER THREE - continued

DESCRIPTION:

This comparable is a six (6) story, multi-tenant, general office building that
was constructed in 1982. The steel frame structure has a concrete panel
exterior with reflective glass windows. The building features a ceramic tile
floored lobby, restrooms on each floor, a fire alarm system, fire suppression
sprinkler system, and 300+- surface parking spaces. Zoning is "O-2" General
Office District. The market considers this a "Class B" office property and is
located in the Northwest market sector. The property was in average physical
condition at the time of sale. The property was 49%+- occupied at the time of
sale. When the buyers occupy the building the occupancy will increase to
85%+-.

[PHOTOGRAPH OF LAKEPOINTE WEST]

COMPARABLE SALE NUMBER THREE

LAKEPOINTE WEST
4045 N.W. 64TH STREET
OKLAHOMA CITY, OKLAHOMA

58
<PAGE> 92
[MAP OF GREATER OKLAHOMA CITY, OKLAHOMA AREA
INDICATING LOCATION OF SUBJECT PROPERTY
AND SITES OF COMPARABLE SALES.]

<PAGE> 93
SALES COMPARISON APPROACH - continued

ADJUSTMENT OF COMPARABLES AND INDICATION OF VALUE:
These appraisers have made an investigation of the real estate market for sale
transactions of multi-tenant, general office buildings throughout the Oklahoma
City metropolitan area. After some deliberation, these appraisers have decided
that two (2) units of comparison will be analyzed. The units of comparison
will be the potential gross income multiplier (PGIM) and the price per net
rentable square foot (NRSF). There was sufficient data from two (2) of the
sales to calculate an overall capitalization rate (OAR).

UNADJUSTED COMPARABLE SALES SUMMARY

<TABLE>
<CAPTION>
================================================================================================================
SALE NO. SALE NET RENTABLE AREA OVERALL SALES PRICE PER CAP. RATE
DATE (NRA) PGIM PRICE NET/SQ.FT %
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Subject 8-31-1996 74,021

1 1-26-1996 112,803 3.95 $4,420,000 $39.22 12.28

2 4-27-1995 36,559 4.34 $1,520,000 $41.58 11.08

3 1-02-1996 83,432 3.89 $2,675,000 $32.07 N/A

MEAN 4.06 $37.62 11.68
================================================================================================================
</TABLE>

The above summary of the units of comparison are unadjusted. The comparable
sales range from April 27, 1995 to January 26, 1996. The selected comparables
are of recent sales of multi-tenant general office buildings and no adjustment
for time or date of sale was required. The sales are of two Class B properties
and one Class A property. The appraised property is considered a Class A
office building. The market considers the appraised property a Class B+ office
building.

The potential gross income multiplier (PGIM) indicated from the three (3)
comparables range from 3.89 to 4.34 with a mean of 4.06. According to the
management the subject property had a (1995 actual) potential gross income
(PGI) of $741,371.

This is assuming 100% occupancy at current (August 1996) rates. The subject
property is indicating approximately 99+-% occupancy level which is slightly
superior to the selected comparables.

59
<PAGE> 94
SALES COMPARISON APPROACH - continued

The average or mean of the Potential Gross Income Multipliers of the three (3)
comparables is 4.06. Therefore, a PGIM of 4.06 has been selected and will be
applied to the potential gross income of $741,371.

The second unit of comparison is on a per square foot basis on the net rentable
area. This unit of comparison indicates a higher per square foot price for a
Class A buildings in comparison to Class B properties. The sales summary grid
ranges from $32.07 to $41.58 per (net) square foot with an unadjusted average
mean of $37.62 per square foot. The subject has a net rentable area (NRA) of
74,021+- square feet. The subject is felt to be between Comparable Sale Number
One and Comparable Sale Number Two or $40.40 per (net) square foot.

Therefore, a value of $40.40 per square foot is considered to give a good
indication of value for the subject property and will be applied to the net
rentable area (NRA) of 74,021+- square feet.

The two (2) units of comparison were utilized and indicated similar values.
The following is a summary of the units of comparison:

$ 741,371 PGI x 4.06 PGIM = $3,009,966

$ 40.40 Per Sq.Ft. x 74,021 Sq.Ft. = $2,990,448

Each of the two (2) different methods of valuation by the Sales Comparison
Approach had it's individual strengths and weaknesses. The per square foot
method must take into consideration the differences in the common area factors
(CAF). The PGIM method is based upon the relationship of potential gross
income (PGI) to the sales price. The PGIM method is based upon the 1995
potential gross income. After some deliberation and in consideration of the
two units of comparison, it is our opinion that a blended or weighted average
of the two methods gives the best indication of the "as is" estimate of value
by the Sales Comparison Approach.

"AS IS" INDICATED VALUE BY THE SALES COMPARISON APPROACH

$3,000,000

60
<PAGE> 95
INCOME CAPITALIZATION APPROACH

The Income Capitalization Approach to value is applicable to income-producing
properties and is practical in the appraisal of properties for which a rental
market value can be identified. The approach consists of a set of procedures
or steps in which an appraiser derives a value indication for that particular
income producing property by converting the anticipated benefits into property
value. This conversion is accomplished either by (1) capitalizing a single
year's income expectancy or an annual average of several years' income
expectancies at a market-derived capitalization rate or a capitalization rate
that reflects a specified income pattern, return on investment, and change in
the value of the investment; or (2) discounting the annual cash flows for a
determined holding period together with the reversion at a specified yield
rate. The various capitalization methods, techniques, and procedures are based
on various inherent assumptions concerning the quality, durability and pattern
of the income projection. The appraiser selects the capitalization method and
procedure that best conforms to the future income pattern of the subject
property and acquired data.

Capitalization is the conversion of earnings into an indication of value.
Capitalization rates express the relationship between income and value. They
may be applied to total net operating income of real property or to various
possible divisions of that income, such as land, building, mortgage, equity,
leased fee estate, or leasehold estate.

Capitalization begins with an estimate of net operating income. This estimate
is basic to the Income Capitalization Approach, and the derived value
indication can be not better than the reliability of the income projection.
The basic steps in translating the net operating income projection into a value
indication are:

1. Estimate potential gross real estate income.

2. Estimate and deduct a vacancy and collection loss allowance to
derive effective gross income.

3. Estimate and deduct expenses of operation to derive net
operating income.

4. Analyze the quantity, quality, and durability of the projected
income stream.

5. Select an applicable capitalization method.

6. Develop the appropriate rate or rates.

7. Complete the capitalization process and estimate the property
value.

61
<PAGE> 96
INCOME CAPITALIZATION APPROACH - continued

A market value estimate by the Income Capitalization Approach involves an
appraiser in research into market attitudes and perceptions before he or she
can make critical judgments. Decisions must be made concerning projected
income patterns and amounts, capitalization methods and procedures, the
selection of appropriate rates, and considerations of the capital structure of
a value estimate -- for example, land and building components, mortgage and
equity interests, or leased fee and leasehold estates. Understanding the
Appraisal, American Institute of Real Estate Appraisers, 1986.

The Income Capitalization Approach to value refers to one or more of several
appraisal techniques in which the estimated net income from the subject
property is capitalized to determine the amount of capital outlay required to
generate a typical return. It is based on the economic principle of
anticipation, which states that a property's present value is influenced by a
prospective buyer's expectation of the future benefits of ownership. These
future benefits are discounted to present worth in the Income Capitalization
Approach to reveal the relationship between income potential and value.

The purpose of this appraisal is to solve for the defined "as is" market value
of the leased fee interest in the appraised property, inasmuch as the property
is encumbered by existing leases. Anticipated net income is calculated based
on the appraiser's analysis of the rent roll, taking into account the existing
basic rental income, miscellaneous income, expected vacancy and collection
losses, as well as maintenance expenses and reserves, management fees, real
estate or property taxes, insurance, utilities, and other expenses attributable
to the operation of the property.

The income projection was accomplished by an examination and analysis of rental
rates on comparable properties. The rental comparables are of multi-story,
office buildings in Oklahoma City.

The comparable rentals can be found on the following pages.

62
<PAGE> 97
INCOME CAPITALIZATION APPROACH - continued

COMPARABLE RENTAL NUMBER ONE:

BUILDING NAME: One Benham Place

ADDRESS: 9400 North Broadway Extension, Oklahoma
City, Oklahoma

DESCRIPTION: Eight (8) story, multi-tenant, general
office building.

YEAR BUILT: 1983

BUILDING SIZE: 149,803 Rentable square feet

ASKING RENT/SQ.FT.: $12.00 to $13.50/Sq.Ft.

OCCUPANCY: 96%

COMMON AREA FACTOR: 12.1%

[PHOTOGRAPH OF ONE BENHAM PLACE]

63
<PAGE> 98
INCOME CAPITALIZATION APPROACH - continued

COMPARABLE RENTAL NUMBER TWO:

BUILDING NAME: Midfirst Plaza

ADDRESS: 501 Northwest Expressway (I-44 service
road), Oklahoma City, Oklahoma.

DESCRIPTION: Six (6) story, multi-tenant, general
office building.

YEAR BUILT: 1982

BUILDING SIZE: 95,043 Rentable square feet

ASKING RENT/SQ.FT.: $11.00/Sq.Ft.

OCCUPANCY: 95%

COMMON AREA FACTOR: 12%

[PHOTOGRAPH OF MIDFIRST PLAZA]

64
<PAGE> 99
INCOME CAPITALIZATION APPROACH - continued

COMPARABLE RENTAL NUMBER THREE:

BUILDING NAME: Harvey Parkway

ADDRESS: 301 N.W. 63rd Street, Oklahoma City,
Oklahoma.

DESCRIPTION: Six (6) story, multi-tenant, general
office building.

YEAR BUILT: 1982

BUILDING SIZE: 98,356 Rentable square feet

ASKING RENT/SQ.FT.: $10.25 to $11.00 Per Sq.Ft.

OCCUPANCY: 90%

COMMON AREA FACTOR: 11%

[PHOTOGRAPH OF HARVEY PARKWAY]

65
<PAGE> 100
INCOME CAPITALIZATION APPROACH - continued

SUMMARY OF RENTAL COMPARISONS

The contract rents for the subject property show the average total contract
rental rate at $10.76 per square foot based on a leasable area of 74,021+-
square feet. The comparable office building rents ranged from $10.25 to $13.50
per square foot. The subject's rents range from $9.00 to $12.48 per square
foot. The rental rates of the subject falls within the comparable rental
range. The selected rent comparables indicate that several of the subject's
leases are slightly below current (August 1996) general office market levels.
When those leases "rollover" or expire the rental rates should increase.

DIRECT CAPITALIZATION METHOD

The valuation technique selected for the Income Capitalization Approach was the
Direct Capitalization method. Direct capitalization is used to arrive at an
indication of value by dividing the net operating income (NOI) by an
appropriate overall capitalization rate (OAR). This rate was verified by a
comparison to the overall rates extracted from the sales in the Sales
Comparison Approach. This method considers loan to value (LTV) and debt
coverage ratios (DCR), thus giving an indication of typical financing on the
investment. Direct capitalization is based on a stabilized estimate of annual
income and operating expenses. In other words, a single year's net income is
converted into a value estimate. The net operating income (NOI) utilized in
the direct capitalization is derived from figures assuming a stabilized
occupancy rate.

INCOME FROM CONTRACT RENTS:

The following rent roll and lease summary were provided by the property
manager, Ms. Judy Agee, InterWest Properties. It depicts the pertinent terms
of the existing leases and tenants. The reported length of the existing leases
range from month to month (MTM) to five (5) years. New leases are being
negotiated from one (1) to five (5) years. As of the effective date of this
report, the appraised property is 99%+- leased. According to the rent roll
many of the tenants have been in the building for several years. A copy of the
furnished rent roll is on the following page.

66
<PAGE> 101
INCOME CAPITALIZATION APPROACH - continued

copy of tenant rent roll

67
<PAGE> 102
INCOME CAPITALIZATION APPROACH - continued

UNITED TOWER OFFICE BUILDING AS OF AUGUST 1996

Total Leasable Area Occupied: 72,253 Sq.Ft.
Management Offices: 1,341 Sq.Ft.
Non-income producing area: 427 Sq.Ft. (Smoking Room and Storage Room)
Total Net Rentable Area: 74,021 Sq.Ft. (100% occupancy)

Note: Rent Roll indicates a NRA of 74,021 square feet, which will be used in
this analysis.

The preceding rent roll summary, as of September 3, 1996, indicates an annual
contract base rental income of $64,778.21 monthly or $777,339 annually ($10.50
average per square foot).

BASE RENTAL INCOME

Therefore, the total Base Rental Income is $777,339 annually or about $10.50
per square foot for the net rentable area (NRA). The Base Rental Income is
based on the existing contract leases.

MISCELLANEOUS INCOME

In addition to the base rental income there is miscellaneous income. The
sources for the additional revenue is from vending machines, rent or lease
escalations, and other revenue.

INCOME FROM ALL SOURCES

The total income from all sources is $777,339 before deducting any loss for
vacancy and collection.

VACANCY AND COLLECTION LOSS

Vacancy and collection loss, or "V & C", is an allowance for reductions in
potential income attributable to vacancies, rent concessions, and nonpayment of
rent. The appraised property is currently 99%+- leased. Well located, Class
B+, multi-tenant, general office buildings reflect an average occupancy of
approximately 95%+-. Therefore, the appraisers have selected a vacancy rate of
5%, which is similar to the historical average vacancy rate of the subject
property.

68
<PAGE> 103
INCOME CAPITALIZATION APPROACH - continued

A comparison of annual or year end statistics provided by InterWest Properties
indicates the subject's historical occupancy as follows:

1995 97% occupancy
1994 93% occupancy
1993 91% occupancy

Therefore, the vacancy and collection is calculated as follows:
$777,339 (Gross Income) x 5% Vacancy & Collection loss = $38,867.

EFFECTIVE GROSS INCOME

Effective gross income (EGI) is the anticipated income from all sources or
operations of the real property after allowance is made for vacancy and
collection loss. This is calculated as:

$777,339 (Total Income) - $38,867 (V&C) = $738,472 (EGI)

The subject property had an effective gross income (EGI) of $741,371 for 1995.
This is actual collected income from all sources. The two EGI figures are
similar. The 1995 actual amount of $741,371 will be used in this analysis.

OPERATING EXPENSES

Operating expenses are the periodic expenditures necessary to maintain the real
property and to continue the production of the effective gross income (EGI).
The appraiser's were furnished income and expense or management statements for
the fiscal year (eight months) of 1996 together with historical income and
operating expenses for 1995, 1994, and 1993. Operating expenses are broken
down into three (3) categories. The categories are fixed expenses, variable
expenses and replacement or reserve allowance.

FIXED EXPENSES

Fixed expenses are the operating expenses that generally do not vary with
occupancy and have to be paid whether the property is occupied or vacant. In
this case, fixed expenses include real estate taxes and property insurance.

69
<PAGE> 104
INCOME CAPITALIZATION APPROACH - continued

AD VALOREM TAXES

The actual real estate taxes for 1995 on the subject property total $22,531.73
or $0.30 per square foot. Refer to the Tax Assessment section of this report
for detailed information. The subject property has a total assessor's market
use value of $1,760,800 which is substantially below the value indications
found in this report. The total with other taxes is $30,150.

FIRE AND CASUALTY INSURANCE

According to the 1995 income and expense statement, property insurance cost for
casualty and liability was $5,931 or $0.08 per square foot. Insurance costs
for similar office properties range from $0.05 to $0.15 per square foot
according to industry standards for similar commercial property types. The
appraised property is a precast concrete, general office building. Therefore,
an insurance amount of $5,931 was considered reasonable and will be used in the
stabilized income and expense summary.

VARIABLE EXPENSES

Variable expenses are all operating expenses that generally vary with the level
of occupancy or intensity of property operation. These expenses include a
professional management fee, other administrative and general costs, utilities,
repair, maintenance and miscellaneous. Variable expenses also include tenant
services; payroll and taxes; supplies and materials; landscaping maintenance;
trash removal; security; common area lighting/electricity; water and sewer
expenses and other miscellaneous expenses.

MANAGEMENT FEE

Professional management charges within the real estate industry range from 4%
to 8% of effective gross income depending upon the real estate segment. It is
necessary to charge this fee against the building because it is an economic
cost of management. A management fee of $54,000 or $0.73 per square foot.
This equates to approximately 7% of the 1995 collected income and will be used
in the stabilized projection.

ADMINISTRATIVE

The administrative category includes office expenses such as telephone, office
equipment rental (copier, etc.), postage, stationary, bank charges, advertising
and promotions, professional fees and payroll taxes. The total administrative
costs in 1995 was $65,540. This amount includes

70
<PAGE> 105
INCOME CAPITALIZATION APPROACH - continued

the above management fee of $54,000. Therefore, when adjusted for the
separation of the management fee this category totals $11,540. This amount
equates to $0.15 per square foot and will be used in the stabilized projection.

JANITORIAL AND CLEANING

This category is for janitorial supplies, carpet cleaning, janitorial
(cleaning) contracts, window cleaning, and other janitorial expenses. In 1995
janitorial contracts totaled $49,410.12 or $0.67 per square foot. The total
janitorial and cleaning in 1995 was $60,448. By comparison this category
totaled $56,236 in 1994. The 1995 amount will be used in this analysis.

MAINTENANCE AND REPAIR

This category includes maintenance payroll (salaries), yard (contract) or
grounds maintenance, elevator (contract) maintenance, building repairs, HVAC
repairs and maintenance, exterminating (pest control), roof repairs, parking
lot repairs, window and blind maintenance, carpet and floor repair, and various
small items in regards to the maintenance of the building. The 1995 operating
statement reflected a total for maintenance and repair of $88,619 or $1.20 per
square foot. This amount will be used in the stabilized projection.

UTILITIES

According to the 1995 income and expense statement, the utility charges were
$171,767. This category includes such items as water and sewer, garbage
(trash) removal, and electricity expenses. The (O.G. & E.) electricity costs
for 1995 totaled $162,735 while the water and sewer (City of Del City) totaled
$6,181. Trash or garbage service totaled $2,851. The property is leased as a
"full service" general office building with the landlord responsible for
utility costs.

RESERVE FOR REPLACEMENT

The reserve for replacement or replacement allowance provides for the periodic
replacement of building components that may wear out during the building's
economic life. The building has been well maintained with an on-going
maintenance program. The current "Maintenance & Repair" category has
sufficient funds for the continued operation of the property. Therefore, no
separate category for reserves for replacement will be used in this analysis.

71
<PAGE> 106
INCOME CAPITALIZATION APPROACH - continued

OVERALL OPERATING EXPENSES

The overall operating expense estimate used in the stabilized projection
totaled $422,455 or approximately $5.70 per (net) square foot. According to
the management the operating expenses have gradually decreased over the last
several years. According to the property manager the building has undergone a
program to lower energy costs. Many of the fluorescent light fixtures have
been replaced with more efficient fixtures. The building operates with an
energy management system to control the HVAC. Similar multi-tenant, mid-rise,
general office buildings indicated similar operating expenses.

NET OPERATING INCOME

Net operating income or NOI is the anticipated net income remaining after all
operating expenses are deducted from the effective gross income (EGI). The
estimated effective gross income (EGI) totaled $741,371 or $10.26 per occupied
square foot. When calculated, the estimated net operating income (NOI)
becomes:

$741,371 (EGI) - $422,455 (Expenses) = $318,916 (NOI)

This is based on the actual 1995 effective gross (collected) income of
$741,371. Deducting the 1995 operating expenses produces a net operating
income (NOI) of $318,916.

SUMMARY OF INCOME AND EXPENSE HISTORY

The subject's historical effective gross income (EGI), operating expenses (O/E)
and net operating income (NOI) for 1993, 1994, and 1995, as per the income and
operating expense statements furnished, are summarized as follows:

<TABLE>
<CAPTION>
1995-1994 1994-1993
1995 PERCENT 1994 PERCENT 1993
CHANGE CHANGE
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total Income $741,371 +8.89% $680,837 +4.26% $653,035

Total Operating $422,455 -2.17% $431,808 -7.08% $464,687
Expenses
-------------------------------------------------------------------------------
Net Income $318,916 +28.06% $249,029 +32.22% $188,348
</TABLE>

The occupancy over the last three (3) years has also increased from 93%+- in
1993 to the current 1996 level of 99%+-. The reconstructed "Stabilized Income
and Expense Summary" for the United Tower Office Building is on the following
page.

72
<PAGE> 107
INCOME CAPITALIZATION APPROACH - continued

UNITED TOWER BUILDING - 4600 S.E. 29TH STREET - DEL CITY, OKLAHOMA

<TABLE>
<CAPTION>
========================================================================================

STABILIZED INCOME AND EXPENSE SUMMARY

- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCOME:

Potential Gross Income $771,339
LESS Vacancy and Collection Loss (5%) $ 38,567
--------

Effective Gross Rental Income $732,772

Miscellaneous and Other Income $ 8,598
--------
Total Effective Gross Income $741,371

Fixed Expenses:
Real Estate Taxes (1995) $ 22,531

Property Insurance $ 5,931

Miscellaneous Taxes $ 7,619
--------
Total Fixed Expenses: $ 36,081

Variable Expenses:
Management Fee $ 54,000

Administrative $ 11,540

Janitorial and Cleaning $ 60,448
Maintenance and Repairs $ 88,619

Utilities $171,767
--------
Total Variable Expenses: $386,374
--------

Total Operating Expenses: $422,455
--------

Net Operating Income (NOI): $318,916
========================================================================================
</TABLE>

73
<PAGE> 108
INCOME CAPITALIZATION APPROACH - continued

For this appraisal, a direct form of capitalization was selected whereby an
overall rate (O.A.R.) is extracted from the sales of similar office properties.
Overall rates (OAR), found in the preceding Sales Comparison Approach section,
are calculated as a market comparables' net operating income divided by its
cash equivalent sales price, or:

Overall Rate (OAR) = Net Operating Income (NOI)
Sales Price

These rates, as well as the comparables date of sale, net leasable area and
price per square foot are summarized in the following overall rate summary
table.

OVERALL RATE SUMMARY TABLE

<TABLE>
<CAPTION>
SALE LEASABLE AREA
NO. PRICE SQ.FT. DATE OF SALE (SF) OVERALL RATE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 $39.22 Jan-96 112,691 12.28%

2 $41.58 April-95 36,559 11.08%

3 $32.07 Jan-96 83,432 N/A
- ------------------------------------------------------------------------------------------------
Subject: 74,021
- ------------------------------------------------------------------------------------------------
</TABLE>

The overall rates (OAR) ranged from 11.08% to 12.28%. As mentioned in the
Highest and Best Use Analysis section, rental rates have increased during the
last few years. The three (3) sales do not establish a pattern but do provide
a mean or average of 11.68%.

Other sales of multi-tenant, general office buildings in the metropolitan area
have produced overall capitalization rates (OAR) from 9.5% to 12.5%.

Using the Debt Coverage Ratio (DCR) formula to calculate an OAR was based on
the following terms and conditions. Using a 9.5% interest, 20 year
amortization with a 1.25 DCR and 75% LTV produces an OAR of 10.49%.

74
<PAGE> 109
INCOME CAPITALIZATION APPROACH - continued

Giving weight to the above methods and sources an overall capitalization rate
(OAR) of .1100 or 11.00% was indicated and will be used in this analysis. This
rate is felt to reflective of current market conditions for well located,
multi- tenant, general office buildings with good occupancy and rental rates.

This capitalization rate is used to convert the subject's net operating income
(NOI) as derived in the preceding income and expense summary into an indication
of value. Extracting a value indication for the subject property utilizes the
following formula:

"Stabilized" Value = Net Operating Income
--------------------
Overall Rate

Utilizing the formula above, the indicated value for the subject is calculated
as follows:

"Stabilized" Value = $318,916
--------
0.1100

"Stabilized" Value = $2,899,236

As shown above, the net operating income is capitalized, or divided, by the
market indicated overall capitalization (OAR) rate. When rounded, the "As Is"
Market Value of the subject property, by the Direct Capitalization Method, is
$2,900,000.

"AS IS" VALUE INDICATED BY INCOME CAPITALIZATION APPROACH

$2,900,000

75
<PAGE> 110
CORRELATION AND CONCLUSIONS

Reconciliation is the function in the valuation process in which an appraiser
analyzes alternative conclusions and selects a final value estimate from among
two or more indications of value. A thorough review of the entire valuation
process may precede reconciliation.

Reconciliation is the part of the valuation process in which an appraiser most
directly draws upon his or her experience, expertise, and professional judgment
to resolve differences among the value indications derived from the application
of the approaches. The appraiser weighs the relative significant,
applicability, and defensibility of each value indication and relies most
heavily on the one most appropriate to the purpose of the appraisal. The
conclusion drawn is based on the appropriateness, the accuracy, and the
quantity of the evidence in the entire appraisal.

With the final estimate of market value, the immediate objective of the
valuation process has been accomplished. However, an appraisal assignment is
not completed until this conclusion has been stated in a formal report for
presentation to the client. Understanding the Appraisal, American Institute of
Real Estate Appraisers, 1986.

The appraisal assignment was to determine the "AS IS" market value, as defined,
of the subject property as of August 31, 1996. In evaluating the subject
property two of the three traditional approaches to value were considered and
yielded the following:

UNITED BANK TOWER OFFICE BUILDING

COST APPROACH: N/A

SALES COMPARISON APPROACH: $3,000,000

INCOME CAPITALIZATION APPROACH: $2,900,000

76
<PAGE> 111
CORRELATION AND CONCLUSIONS

Each of these approaches were based upon interrelated market data. They
provide separate value indications; however, the interaction of the various
components of the real estate market influenced their respective value
indications.

COST APPROACH

As explained previously in this report, the Cost Approach typically provides an
indication of upper value based upon the primary principle of substitution.
Simply stated, an investor would pay no more for a property than the cost to
acquire a vacant site and construct a similar improvement. The Cost Approach
is limited because an income producing property is seldom acquired upon the
premise of the Cost Approach.

The Cost Approach was not applied in this analysis.

SALES COMPARISON APPROACH

This approach of comparing similar properties that have sold at arms length is
generally the most acceptable and supportable method of valuation when there
are sufficient recent sales of like or similar properties. The market was
researched and there were sufficient sales to provide a good indication of
value. This approach was based on three (3) comparable sales of multi-tenant,
general office buildings. These properties were considered the most similar to
the subject property. This approach is believed to be the best reflection of
the local real estate market. Therefore, equal consideration will be given to
the Sales Comparison Approach.

INCOME CAPITALIZATION APPROACH

This approach was based upon actual operating data from the subject with
additional support provided by several comparable rentals. The data concerning
income information for this property, which included a vacancy and credit loss
factor, was based on current market data. The operating expenses were based
upon the current operation of the subject property with comparison to similar
office properties. The capitalization rate was based upon a locally supported
calculated rate. The Income Capitalization Approach is believed to be accurate
as the input is based on the current market or actual data of the property and
provides a good indication of value based on the economic performance of the
property. Each approach lends strong support and tends to confirm the other.

77
<PAGE> 112
CORRELATION AND CONCLUSIONS - continued

In final consideration of all material gathered and knowledge of the real
estate market, it is our opinion the "as is" market value, as of August 31,
1996, is estimated to be:

UNITED BANK TOWER OFFICE BUILDING

TWO MILLION NINE HUNDRED FIFTY THOUSAND DOLLARS

$2,950,000

78
<PAGE> 113
APPRAISER'S CERTIFICATION

We, the undersigned, certify that to the best of our knowledge and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are my personal,
unbiased professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the
subject of this report, and we have no personal interest or bias with
respect to the parties involved.

Our compensation is not contingent upon the reporting of a predetermined
value or direction in value that favors the cause of the client, the
amount of the value estimate, the attainment of a stipulated result, or
the occurrence of a subsequent event.

The reported analyses, opinions, and conclusions were developed, and
this report has been prepared, in conformity with the Uniform Standards
of Professional Appraisal Practice.

We (R. W. Finley and James L. Meyer) have made a personal inspection of
the property that is the subject of this report.

No one provided significant professional assistance to the persons
signing this report.

This appraisal assignment was not based on a requested minimum
valuation, a specific valuation, or the approval of a loan.

We certify that the use of this report is subject to the requirements of
the Appraisal Institute relating to review by its duly authorized
representatives.

As of the date of this report, R. W. Finley has completed the
requirements of the continuing education program of the Appraisal
Institute.

/s/ R.W. FINLEY /s/ JAMES L. MEYER
-------------------------- --------------------------
R. W. Finley, MAI James L. Meyer
Okla.Certification #10040 Okla.Certification #10075

79
<PAGE> 114
Qualifications
R. W. Finley, MAI

================================================================================

I am an independent fee real estate appraiser accepting assignments in
valuation of all types of commercial real estate including industrial, office
buildings, shopping centers, and multi-family projects, special purpose and
vacant land in the State of Oklahoma. I attended the University of Oklahoma
Mechanical Engineering school from 1940 to 1942.

United State Army, Corps of Engineers, Second Lieutenant, 1942 to 1945.

Owner of Finley-O'Shea Construction Company, engaged in general construction
work, 1945 to 1956.

Unrelated general business from 1956 to 1961.

In the year 1962, I entered the real estate business on a full time basis.
From 1962 to 1976, I was involved in a variety of real estate operations
including single family residential housing developments, developing and
building of low-rise and mid-rise office buildings, developing and building of
apartment complexes with total units in excess of 2,000, was involved as one of
the major developers of a regional shopping center, containing approximately
1,400,000 square feet of gross lease area, known as Crossroads Shopping Center
in Oklahoma City. Upon obtaining my designation from the American Institute of
Real Estate Appraisers, MAI in 1974, and the designation of Society of Real
Estate Appraisers, SRPA in 1973. I entered the appraisal field with the
emphasis on commercial real estate of all types. In 1992, my firm completed
appraisal assignments on apartment buildings, office buildings, industrial
buildings, special purpose properties, and land appraisals. R. W. Finley Co.,
Inc. has completed an average of 125 narrative commercial appraisal reports
annually since 1974, meeting the standards of the American Institute of Real
Estate Appraisers, (Appraisal Institute/USPAP).

I have furthered my education by successfully completing the requirements
qualifying for continuing education by completing a minimum of 60 hours of
approved courses, per period. I am currently certified by the Appraisal
Institute.

DESIGNATIONS:

Society of Real Estate Appraisers - SRPA (1973)
President Oklahoma Chapter 1974-75

American Institute of Real Estate Appraisers
(Appraisal Institute) - MAI (1974)
President Oklahoma Chapter 1985-86

80
<PAGE> 115
Qualifications
R. W. Finley, MAI

================================================================================

I have been a resident of Oklahoma City for over 70 years and maintain my
residence in Oklahoma City. I have been actively associated with real estate
throughout my adult life. R. W. Finley Co., Inc., has been in the same office
building since 1965.

Properties developed by my company and associates are:

[ ] SINGLE FAMILY RESIDENTIAL ADDITIONS

Finley's Parkside 40 acres 80 homes
The Arbors of Summerfield 518 acres 1,200 homes
Forest Oaks 80 acres 277 homes

[ ] LOW RISE OFFICE PARKS:

Jamestown Office Park 18 condominium offices

[ ] APARTMENT COMPLEXES IN EXCESS OF 100 UNITS:

Villa Savoy F.H.A. 241-D 400 apartments
Whispering Hills Conventional 444 apartments
Woodbriar Conventional 227 apartments

[ ] CONDOMINIUMS:

Jamestown Condominium 8.5 acres 40 units

[ ] SHOPPING CENTERS:

Crossroads Mall 1,400,000 S.F. Gross Leasable Area
Co-Developers - Kavanaugh Finley-N.K. Winston 1974-1979

81
<PAGE> 116
Qualifications
R. W. Finley, MAI

================================================================================

PROFESSIONAL AFFILIATIONS:

Member of:
Appraisal Institute
National Association of Real Estate Boards
Oklahoma Real Estate Commission
Oklahoma City Metropolitan Board of Realtors

CITY, STATE, FEDERAL CLIENTS:

GOVERNMENT:

The Oklahoma City Urban Renewal Authority (OCURA)
The City of Oklahoma City
Oklahoma County District Courts
Oklahoma Department of Transportation (ODOT)
Federal Housing Administration (FHA)
Veteran's Administration (VA)
Federal Deposit Insurance Corporation (FDIC)
Resolution Trust Corporation (RTC)

EXPERT WITNESS QUALIFICATIONS:

Federal District Court, Western District
Oklahoma District Court
U.S. Bankruptcy Court of the Western District
United States Tax Court
County Ad Valorem Equalization Boards

Successfully completed the requirements for State of Oklahoma
"Certified Appraiser" (September 18, 1991).
Certified Appraiser No.: 10040

I hold the designation of:
MEMBER APPRAISAL INSTITUTE
MAI (#5203)

82
<PAGE> 117
Qualifications
R. W. Finley, MAI

================================================================================

MAJOR CLIENTS FROM PRIVATE SECTOR:

<TABLE>
<S> <C>
Aetna Life Insurance Company Michigan National Bank
American Fidelity Mortgage Company MidFirst Bank
American Mortgage & Investment Company Midland Mortgage Company
Bank of Montreal Corp. & Government Bank, Toronto, CA Mutual Security Life Insurance
Bank of Oklahoma (Prior to change of ownership) National Foundation Life Insurance Co.
Baptist Medical Center National Life Insurance Company
Bellamah Community Development Nichols Hills Bank
Central Oklahoma Homebuilders Nor-West Development Company
City of Oklahoma City Northwest Bank, Oklahoma City
Continental Federal Savings & Loan Association Oklahoma Nat'l Bank & Trust Company
Daon Corporation Oak Tree Mortgage, New Orleans
Eason I.T. & T. Ontra, Inc.
Equity Bank for Savings, F.A. Phillips College
BancFirst (Federal National Bank), Shawnee, Ok. Pilot Life Insurance Company
FAMCO, Dallas, Texas Pioneer Mortgage, Ponca City, Ok.
Firestone PMSI-RAM, a Joint Venture
Frisco Railway Company Price-Edwards & Company
First Commercial Mortgage Santa Fe Railway Company
First National Bank of Edmond Sonic Industries
First National Bank of Midwest City Stillwater National Bank and Trust
Founders Bank Sunbelt Savings
Guaranty Bank and Trust Company Texaco Refining & Marketing, Inc.
Home Federal Savings and Loan The Oklahoma Bank
HTB, Inc. Ticor Title, Dallas, Texas
C.A. Henderson Companies Tooman-Collins
International Harvester Company Trammell-Crow Company
Investors Diversified Services Union Bank and Trust Company
Landmark Land Company University of Oklahoma
Liberty National Bank & Trust Company United Bank of Del City
Local Federal Savings & Loan United Home Food Distributors
McAfee & Taft, Attorneys at Law Warehouse Development Co. (Bricktown)
Metropolitan Life Insurance Will Rogers Bank
</TABLE>

83
<PAGE> 118
QUALIFICATIONS
JAMES L. MEYER

================================================================================

I am an independent fee appraiser with my office located at 3217 N. W. 63rd
Street, Oklahoma City, Oklahoma, 73116. I have completed appraisal assignments
on all types of commercial real estate for clients ranging from private
investors to financial institutions. I have been involved in appraisal work
since April, 1980.

APPRAISAL CERTIFICATION:

Obtained designation of "Certified Appraiser" in the State of Oklahoma
in October of 1991. Certified Appraiser No.: 10075

APPRAISAL EDUCATION:

COURSES:

Attended and successfully completed the examination on the following
courses offered by the Appraisal Institute, formerly American Institute
of Real Estate Appraisers (AIREA).

Course 1A1 Real Estate Principles
Course 1A2 Basic Valuation Procedures
Course 2-1 Case Studies in Real Estate Valuation
Course SPP Standards of Professional Practice
Course 1BA Capitalization Theory and Techniques, Part A
Course 1BB Capitalization Theory and Techniques, Part B
Course 2-2 Report Writing and Valuation Analysis
Course 410 Standards of Professional Appraisal Practice (Part A)
Course 420 Standards of Professional Appraisal Practice (Part B)

CONTINUING EDUCATION SEMINARS:

Reviewing Appraisal Reports
Applied Sales Comparison Approach
Rates, Ratios, and Reasonableness
Demonstration Appraisal Report Preparation
Appraisal Regulations of the Federal Banking Agencies
Appraisers, Bankers & Reviewers
Overview and Practical Application
Analysis of Commercial Real Estate
Subdivision Analysis (Instructor)

84
<PAGE> 119
QUALIFICATIONS
JAMES L. MEYER

FORMAL EDUCATION:

o UNIVERSITY OF OKLAHOMA 1970 to 1977:

Attended University of Oklahoma, Norman, Oklahoma.
Graduated with B.S. in Environmental Design, School of Architecture.
Majoring in Construction Management

PROFESSIONAL EXPERIENCE:

<TABLE>
<S> <C>
o J. L MEYER CO., INC. 1990 to Present

Oklahoma City, Oklahoma
Independent Fee Appraiser with J. L. Meyer, Company, Inc.

o FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) 1988 to 1990
Oklahoma City, Oklahoma
Senior Review Appraiser, Oklahoma City Office Real Estate Department

o R. W. FINLEY CO., INC. 1986 to 1988
Oklahoma City, Oklahoma
Staff Appraiser with R.W. Finley Co., Inc.

o WESTLAKE DEVELOPMENT COMPANY 1983 to 1986
Oklahoma City, Oklahoma
Vice President, Westlake Development Company; engaged in real estate
development, project development, real estate management and
construction; responsible for analysis; construction, leasing, financing,
development and management of real estate properties.

o F & L DEVELOPMENT 1981 to 1982
Oklahoma City, Oklahoma
Project manager for the construction and leasing of a major office
building.
</TABLE>

85
<PAGE> 120
QUALIFICATIONS
JAMES L. MEYER

EXPERT WITNESS QUALIFICATIONS:

Federal District Court, Western District
Oklahoma District Court
U.S. Bankruptcy Court of the Western District
County Ad Valorem Equalization Boards

I have been involved with the appraising of commercial/retail, industrial,
office and shopping centers, banks, churches, service stations, restaurants,
apartments, subdivisions and large mixed use developments. I also have
completed analysis and valuation of properties for ad valorem tax purposes.
Some of my clients are:

City of Oklahoma City
Continential Federal Savings and Loan Association
Federal Deposit Insurance Corporation (FDIC)
Harter Concrete Company
Landmark Land Company
Liberty National Bank and Trust Company
Oak Tree Golf and Country Club
Oklahoma City Urban Renewal Authority
First National Center
J & M Investment Company
Ticor Title Company
Stillwater National Bank
First National Bank of Edmond
Resolution Trust Company (RTC)
Mutual Security Lif Insurance Company
Home Federal Savings and Loan
Midfirst Group

86
<PAGE> 121

A_D_D_E_N_D_U_M

<PAGE> 1
EXHIBIT 99(b)(6)

[GEORGE K. BAUM & COMPANY LETTERHEAD]

April 15, 1997

The Board of Directors
United Oklahoma Bankshares, Inc.
4600 S.E. 29th Street
Del City, Oklahoma 73115

Dear Members of the Board:

We hereby consent to the use of our fairness opinion letters, the first
dated October 25, 1996 ("Fairness Opinion Letter"), and the second dated
January 23, 1997 ("Supplemental Letter"), to the Special Committee of the Board
of United Oklahoma Bankshares, Inc. ("UOB"), included as Annex C and Annex D,
respectively, to the Proxy Statement of UOB, as filed with the Securities and
Exchange Commission ("Commission") on March 4, 1997, and to the references
therein to such opinions. We also consent to the use of the Fairness Opinion
Letter and the Supplemental Letter included as Exhibit 19(b)(1) and Exhibit
19(b)(2) to the Schedule 13E-3 filed by UOB with the Commission on March 4,
1997, and to the references therein to such opinions.

Respectfully submitted,

GEORGE K. BAUM & COMPANY

/s/ STEVEN L. WALTER

Steven L. Walter, C.F.A.
Senior Vice President
Investment Banking

SLW/rig

<PAGE> 1
EXHIBIT 99(b)(7)

[R.W. FINLEY CO., INC. LETTERHEAD]

April 17, 1997

Special Committee of the Board of Directors
of United Oklahoma Bankshares, Inc.
4600 S.E. 29th Street
Del City, Oklahoma 73115

Re: Appraisal File No. 96-25
United Bank Tower
4600 S.E. 29th Street
Del City, Oklahoma

Dear Members of the Board:

We hereby consent to the use of the above referenced appraisal of United Bank
Tower in Del City, Oklahoma ("Appraisal"), with an effective date of August 31,
1996, to the Special Committee of the Board of Directors of United Oklahoma
Bankshares, Inc. ("United"), to be included as Exhibit 19(b)(4) to the Schedule
13E-3 filed by United with the Securities and Exchange Commission
("Commission") on March 4, 1997. We also consent to the use of, and reference
to, the Appraisal in the proxy material filed by United with the Commission on
March 4, 1997.

Respectfully submitted

R. W. FINLEY CO., INC.

/s/ R. W. FINLEY

R. W. Finley, MAI

<PAGE> 1
EXHIBIT 99(b)(8)

[GRA, PETTY & COMPANY, INC. LETTERHEAD]

April 17, 1997

The Board of Directors
Ameribank Corporation
201 North Broadway
Shawnee, Oklahoma 74801

Dear Members of the Board:

We hereby consent to the use of our market value appraisals of United Bank, in
Del City, Oklahoma ("Appraisal"), dated as of June 30, 1995 and March 31, 1996,
to the Board of Directors of the Ameribank Corporation, to be included as
Exhibit 99(b)(5) and Exhibit 99(b)(3), respectively, to the Schedule 13E-3
filed by United Oklahoma Bankshares, Inc. ("United") with the Securities and
Exchange Commission ("Commission") on March 4, 1997. We also consent to the
use of, and reference to, the Appraisals in the proxy material filed by United
with the Commission on March 4, 1997.

Respectfully submitted

/s/ GRA, PETTY & COMPANY, INC.

GRA, Petty & Company, Inc.

<PAGE> 1
EXHIBIT 4(c)(3)
to 13E-3

STOCK PURCHASE AGREEMENT

This Agreement entered into this 3rd day of November, 1995 between
Ameribank Corporation ("Ameribank") of Shawnee, Oklahoma, and J. MICHAEL
ADCOCK, D. WESLEY SCHUBERT and GEORGE N. COOK, JR. ("Purchasers"), all of
Shawnee, Oklahoma.

WHEREAS, Ameribank owns or through acquisition will own certain Common
Stock and 9% Cumulative Non-Voting Preferred Stock ("Preferred Stock") of
United Oklahoma Bankshares, Inc. (the "Company"); and

WHEREAS, Ameribank desires to sell to each individual Purchaser sixteen
and one-third percent (16 1/3%) of the shares of Common Stock and Preferred
Stock of the Company acquired by Ameribank; and

WHEREAS, this Agreement sets forth the understandings and agreements
pursuant to which Purchasers will acquire from Ameribank such shares of Common
Stock and Preferred Stock of the Company.

NOW THEREFORE, in consideration of the mutual covenants and other good
and valuable consideration recited herein, Ameribank and Purchasers agree as
follows:

1. Sale of Stock. Ameribank hereby sells to each Purchaser sixteen
and one-third percent (16 1/3%) of all the shares of Company's outstanding
Common Stock and Preferred Stock which are now owned or hereafter acquired by
Ameribank at the Purchase Price (defined herein). The Purchasers agree
individually and not jointly and severally to acquire such shares and pay to
Ameribank the Purchase Price.

2. Definitions. As used in this Agreement, the following terms are
defined to be:

2.1. Purchase Price. The Purchase Price for the shares described above
shall be the price that Ameribank has paid or will pay to acquire the shares
from certain selling shareholders pursuant to Stock Purchase Agreements dated
January 18, 1995, and as a result of acquisition of shares made pursuant to
private purchases and tender offers for such Common Stock and Preferred Stock,
plus Interest from the date of Ameribank's acquisition of
<PAGE> 2
such shares to the closing of the purchase contemplated herein.

2.2. Interest. The term "Interest" shall mean the base rate of
interest posted by The Chase Manhattan Bank, N.A. as its base rate or general
reference rate and as announced publicly from time to time.

3. Payment of Purchase Price. After the conditions in Section 5
below are satisfied, the Purchasers shall pay in cash the Purchase Price to
Ameribank.

4. Delivery of Shares. On the basis of the terms, representations
and agreements and subject to the conditions hereinafter set forth, Ameribank
agrees to convey, transfer and deliver the Common Stock and Preferred Stock.
The Certificates for the shares of stock to be conveyed, transferred and
delivered to Purchasers shall be physically present at the closing, duly
endorsed in blank and in a form reasonably acceptable to Purchasers. The
Certificates shall be free and clear of any liens, mortgages, security
interests, encumbrances or charges of any kind.

5. Conditions. This sale is not effective, and title to the stock
shall not pass from Ameribank to Purchasers, until (i) formal approval for such
transfer has been obtained from the Federal Reserve Board, and any other
regulatory authority; (ii) the parties have entered into an acceptable
Shareholder's Buy-Sell Agreement restricting the future transfer of shares in
substantially the form as set forth in Exhibit "A" hereto; and (iii) the
parties have entered into a Voting Trust Agreement in substantially the form
set forth in Exhibit "B" hereto.

6. Termination. This Agreement shall terminate if any of the
regulatory authorities or any other regulatory agency disapproves any of the
applications required to be filed by the Purchasers with such agency.

7. Closing. The Closing shall take place at the offices of J.
Michael Adcock, 128 N. Broadway, Shawnee, Oklahoma, or at such other place as
is mutually agreeable to Purchasers and Ameribank. The Closing shall occur,
unless this Agreement is terminated as provided for herein, within fifteen (15)
days of all requisite approvals from regulatory authorities including, to the
extent necessary, the Office of the Comptroller of the Currency and/or the
Board of Governors of the Federal Reserve System and the Oklahoma State Banking
Department are received.

2
<PAGE> 3
8. Prior Agreements. Ameribank shall to the extent possible assign
any warranties of title accompanying the shares acquired by Ameribank from
third parties.

9. Regulatory Filings. The parties agree that they will file only
one statement as a group containing the information required by Schedule 13D
promulgated pursuant to the provisions of Regulation 13D of the Securities
Exchange Act of 1934. The parties agree to cooperate with each other to furnish
all required information in order to timely file such Schedule 13D.

10. Notice. Any notice required hereunder shall be given in writing
by registered mail and shall be deemed to have been given on the date such
notice is posted, with postage prepaid, addressed to the last address of the
addressee.

11. Binding on Assigns. This Agreement shall be binding upon the
parties hereto, their heirs, personal representatives, executors,
administrators, successors and assigns.

12. Governing Law. This Agreement shall be governed by the laws of
the State of Oklahoma.

IN WITNESS WHEREOF, we have set our hands this 3rd day of November,
1995.

AMERIBANK CORPORATION PURCHASERS

By: /s/ D. WESLEY SCHUBERT /s/ J. MICHAEL ADCOCK
--------------------------------- ---------------------------------------
Its Vice President J. Michael Adcock
-----------------------------

/s/ D. WESLEY SCHUBERT
---------------------------------------
D. Wesley Schubert

/s/ GEORGE N. COOK, JR.
---------------------------------------
George N. Cook, Jr.

3
<PAGE> 4
EXHIBIT "A"
TO STOCK PURCHASE AGREEMENT

SHAREHOLDERS AGREEMENT

This Agreement is made as of the ___ day of __________ 1995, among J.
Michael Adcock, D. Wesley Schubert and George N. Cook, Jr. ("Shareholders other
than Ameribank") and Ameribank Corporation ("Ameribank") (the "Shareholders",
collectively), and United Oklahoma Bankshares, Inc. (the "Corporation"), an
Oklahoma corporation. In consideration of the promises contained herein and the
benefits to be derived from the mutual observance of the provisions of this
Agreement, the parties agree as follows:

1. Corporation Stock. Shareholders own the following number of
shares of the common stock, and the 9% Cumulative Non-voting Preferred Stock,
of Corporation (the "Corporation Stock"):

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
SHAREHOLDERS OF COMMON OF PREFERRED
<S> <C> <C>
J. Michael Adcock
-------- ---------
D. Wesley Schubert
-------- ---------
George N. Cook, Jr.
-------- ---------
</TABLE>

Ameribank has contemporaneously with the execution hereof sold and
delivered to Shareholders other than Ameribank the Common Stock listed above.
The Shareholders and the Corporation believe it to be in their mutual interest
that Shareholders other than Ameribank be restricted in their right to dispose
of their Corporation Stock and that certain other rights and obligations of the
parties hereto be agreed upon as specified herein.

2. Restrictions Upon Disposition. Shareholders shall not be
permitted to dispose of any shares of Corporation Stock without the prior
written consent of the other Shareholders, except as provided in Section 3. The
term "dispose" includes, without limitation, the acts of selling, assigning,
transferring, pledging, encumbering, giving and any other form of conveying,
whether voluntary or by operation of law.

3. Restrictions Upon Sale.

3.1 Offer to Ameribank. During the continuance in force of
<PAGE> 5
this Agreement, Shareholders other than Ameribank shall not be permitted to
sell any shares of Corporation Stock unless the number of shares of Corporation
Stock owned by such Shareholder proposed to be sold shall have first been
offered in writing by such Shareholder for sale to Ameribank at the price and
upon the terms as provided in paragraphs 5 and 6 hereof. Ameribank shall have
thirty (30) days from the date of the delivery of such written offer in which
to accept such offer by delivering its written acceptance to the Shareholders
other than Ameribank.

3.2 Offer to Corporation. If the offer provided in Section 3.1 has
not been accepted upon the expiration of such thirty-day period (or if
Ameribank has sooner waived in writing the right to accept such offer), then
such shares of Corporation Stock shall be offered in writing by Shareholders
other than Ameribank for sale to Corporation who shall have the right to
purchase the shares of Corporation Stock offered for sale at the price and upon
the terms as provided in paragraphs 5 and 6 hereof by accepting such offer in
writing within thirty (30) days from the date of the delivery of such written
offer. Shareholders other than Ameribank shall not be obligated to sell any
shares of Corporation Stock to the Corporation unless all shares of Corporation
Stock offered for sale by Shareholders other than Ameribank are purchased by
the Corporation.

3.3 Right to Sell Stock. If the offers provided in Sections 3.1 and
3.2 have not been accepted upon the expiration of the option periods (or if the
Corporation and Ameribank have sooner waived in writing their right to accept
such offers or if all the shares of Corporation Stock offered for sale by
Shareholders other than Ameribank are not purchased by Ameribank), Shareholders
other than Ameribank shall have the right for a period of sixty (60) days to
sell that number of shares of Corporation Stock which had been offered to the
Corporation and to Ameribank in Sections 3.1 and 3.2, to a third party
specified in a written offer at a price not less than and upon terms not more
favorable than offered to the Corporation and to Ameribank. Any shares of
Corporation Stock not sold within such sixty-day period after there shall have
been compliance with this Section 3 shall again become subject to the
restrictions of this Agreement.

4. Death of a Shareholders other than Ameribank.

4.1 Option to Ameribank. Upon the death of a Shareholder other than
Ameribank, Ameribank shall have the option to purchase all shares of
Corporation Stock owned by such Shareholder at the
<PAGE> 6
purchase price and upon the terms specified in Section 5 and 6 by giving
written notice to the legal representative (or heirs-at-law) of such
Shareholder within thirty (30) days after the appointment of such legal
representative (or upon his heirs-at-law within ninety (90) days after the
death of such Shareholder if a legal representative has not been appointed
within such ninety (90) day period).

4.2 Option to Corporation. If Ameribank does not exercise its option
pursuant to Section 4.1 upon the death of a Shareholder other than Ameribank,
then the Corporation shall have an option to purchase all the shares of
Corporation Stock owned by such Shareholder at the purchase price and upon the
terms specified in Sections 5 and 6 by giving written notice to the legal
representative (or heirs-at-law) of such Shareholder within sixty (60) days
after the appointment of a legal representative (or upon his heirs-at-law
within one hundred twenty (120) days after the death of such Shareholder if a
legal representative has not been appointed within such one hundred twenty
(120) day period). The legal representative (or the heirs-at-law) of such
Shareholders shall not be obligated to sell any shares of Corporation Stock to
the Corporation unless all shares of Corporation Stock owned by such
Shareholders are purchased by the Corporation. The purchase price and the
manner of payment shall be as specified in Sections 5 and 6.

4.3 Option of Legal Representative. If neither Ameribank nor the
Corporation exercise their options pursuant to Sections 4.1 and 4.2 upon the
death of such Shareholder other than Ameribank, the legal representative of
such Shareholder shall have the option to require the Corporation to purchase
all shares of Corporation Stock owned by such Shareholder at the purchase price
and upon the terms specified in Section 5 and 6 by giving written notice to an
officer of the Corporation within thirty (30) days after the date on which the
time expired for exercise by the Corporation of its option to purchase all
shares of Corporation Stock.

4.4 Time of Closing. The consummation of the purchase shall be as
soon as practicable after appropriate probate administration procedures have
been completed.

5. Purchase Price. The purchase price for the Corporation Stock of a
Shareholder other than Ameribank (pursuant to Sections 3 and 4) shall be equal
to:

The Fair Market Value of the Corporation Stock as of the end
<PAGE> 7
of the last day of the month immediately preceding the date of death of a
Shareholder other than Ameribank or the date of the offer of a Shareholder
other than Ameribank. The term Fair Market Value means the value of the
Corporation Stock as agreed upon between the Shareholders or Ameribank and the
legal representative of Shareholders. If the Shareholders are unable to agree
upon the value, an independent appraiser shall be appointed by one of the
Shareholders to appraise the underlying assets of the Corporation. If the
Shareholders agree, such appraisal reflects the fair value of the Corporate
Stock such amount will be deemed the Fair Market Value. If the non-appointing
Shareholder disagrees with such appraisal, he will appoint an appraiser to
appraise the underlying assets of the Corporation. If the Shareholders agree
such appraisal reflects the fair value of the Corporate Stock, such amount will
be deemed the Fair Market Value. If the Shareholders still cannot agree, the
previously appointed appraisers will mutually appoint a third appraiser to
appraise the underlying assets of the Corporation, whose appraisal shall be
final and binding as to the Fair Market Value of the Corporation's stock. The
parties agree that any determination of Fair Market Value shall be made based
on the valuation of the Corporation divided by the prorata ownership of such
Shareholders' Corporation Stock and shall not be reduced to take into account a
minority discount.

7. Closing Procedures. The closing of any purchase of Corporation
Stock pursuant to this Agreement shall be held at the principal place of
business of the Corporation or at such other place as the parties to such
Closing may agree upon. The certificates representing the Corporation Stock,
duly endorsed, free and clear of all liens and encumbrances, and ready for
transfer, shall be delivered to the purchasing party at the time the purchase
price is paid by delivery of the payment therefor as provided in this
Agreement. If the Corporation is indebted to a Shareholder, then such
indebtedness must be repaid or personally guaranteed by Ameribank as a
condition precedent to Shareholder's obligation to sell his Corporation Stock.

8. Sale of All Corporation Stock. Notwithstanding any
<PAGE> 8
other provision contained herein, if Shareholders holding shares of a class of
Common Stock representing more than 50% of the class (Selling Shareholders)
desire to sell to a third party or if Ameribank desires to sell shares of a
class of its Corporation Stock to a third party and neither the Corporation nor
the remaining shareholders desire to acquire such Corporation Stock under the
terms hereof, then such sale cannot be consummated unless all Shareholders are
provided the opportunity to sell their Shares of Corporation Stock to such
third party on the same basis as the Selling Shareholders or Ameribank.

9. Endorsement of Stock Certificates. Immediately after execution of
this Agreement, Shareholders shall deliver to the Corporation the certificates
representing all of the shares of the Corporation Stock owned by such
Shareholder, and the Corporation shall endorse on each such certificate a
legend reading substantially as follows:

NOTICE

Any sale, assignment, transfer, pledge or other disposition of
the shares of stock represented by this Certificate is restricted
by, and subject to, the terms and provisions of a Shareholders
Agreement, dated _____________, a copy of which is on file with
the Secretary of United Oklahoma Bankshares, Inc. By acceptance
of this certificate, the holder hereof agrees to be bound by the
terms of such Agreement.

A copy of this Agreement shall be filed with the Secretary of the Corporation.
During the term of this Agreement, the foregoing legend shall be endorsed on
each certificate representing shares of Corporation Stock hereafter issued by
the Corporation to any transferee of a Shareholder whose shares of stock are
subject to the terms of this Agreement. No Shareholder shall cause or permit
the removal of the legend from the certificates representing the shares owned
by such Shareholder.

10. Termination. This Agreement shall terminate:

10.1 Sale. Upon the sale of Corporation Stock pursuant to Section 3.3,
only with respect to that particular Corporation Stock.
<PAGE> 9
10.2 Voluntary. Upon the agreement of the Shareholders.

10.3 Involuntary. Upon the bankruptcy, receivership or dissolution of
the Corporation, with respect to all Corporation Stock.

Upon termination of this Agreement with respect to all or a part of the
Corporation Stock, the Secretary of the Corporation shall, upon tender of the
Certificates representing the Corporation Stock affected, issue new
certificates without the legend provided in Section 8. Corporation Stock
acquired from a deceased Shareholder through inheritance shall remain subject
to this Agreement and such Shareholder shall be bound by and inure to the
benefits of the terms and conditions of this Agreement.

11. General.

11.1 Notices. All notices, offers, acceptances, requests and other
communications hereunder shall be in writing and shall be sufficient if
delivered personally or if mailed by registered or certified mail, postage
prepaid, return receipt requested, to the Corporation or to the Shareholders at
the addresses on the signature page hereof, or at such other addresses as the
parties hereto may designate to the others in writing. All notices shall be
deemed received when delivered personally or, if mailed, within three (3) days
(excluding Sundays and holidays) after being mailed.

11.2 Integrated Agreement. This Agreement constitutes the entire
agreement among the parties and supersedes all prior agreements and
understandings among the parties relating to the subject matter hereof. All
exhibits attached hereto are hereby incorporated herein and made a part of this
Agreement. This instrument is not intended to have any legal effect whatsoever,
or to be a legally binding agreement, or any evidence thereof, until it has
been signed by all parties.

11.3 Invalidity. If any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not
affect the remaining provisions of this Agreement, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision or provisions
had never been contained herein.

11.4 Authorization. The execution of this Agreement by the
Shareholders of the Corporation shall also constitute their ratification,
consent, and approval to the execution of this Agreement on behalf of the
Corporation in their capacities as
<PAGE> 10
directors and officers.

11.5 Binding Effect. This Agreement shall be binding upon the
Corporation, the Shareholders, their respective legal representatives and
successors and shall also be binding upon any person to whom any Corporation
Stock is transferred in violation of this Agreement.

11.7 Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Oklahoma, without reference to its
conflict of laws principles.

11.8 Section Headings. Section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

11.9 Attorney's Fees. In any action brought by any party hereto to
enforce the obligations of any other party hereto, the prevailing party shall
be entitled to collect such party's reasonable attorney's fees, court costs and
expenses in such action.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

SHAREHOLDERS

AMERIBANK CORPORATION UNITED OKLAHOMA BANKSHARES, INC.

By: By:
--------------------------- ---------------------------
Its Its
------------------------ ------------------------

- ------------------------------
D. Wesley Schubert

- ------------------------------
George N. Cook, Jr.

- ------------------------------
J. Michael Adcock
<PAGE> 11
EXHIBIT "B"
TO STOCK PURCHASE AGREEMENT

VOTING TRUST AGREEMENT

This Agreement, made as of this ____ day of ____________, 1995, between
holders of certain shares of the Common Stock, and any other type of voting
stock that may be issued by United Oklahoma Bankshares, Inc., a corporation
organized under the laws of Oklahoma (hereinafter called the "Company"), having
its principal office in Del City, Oklahoma, who shall become parties to this
Agreement by signing it (called the "Shareholders") and Ameribank Corporation,
an Oklahoma corporation (called the "Trustee").

The Shareholders believe it to be for the best interests of all the
holders of Common Stock and other voting stock of the Company that the Company
shall be managed by the Trustee for a period of ten (10) years from this date.

They believe that their object can best be accomplished by giving to the
Trustee as their agent and attorney-in-fact irrevocable powers as are set forth
under the terms and conditions of this Voting Trust Agreement.

Now, this Agreement provides that:

The Shareholders, in consideration of their mutual promises, agree to
and with each other and with the Trustee, and the Trustee agrees with the
Shareholders as follows:

1. By signing this Agreement, or a counterpart, each of the
Shareholders holding shares of the Common Stock and/or other voting stock of
the Company, to the number set opposite his, her or its name, as subscribed,
and the additional voting shares now owned or subsequently acquired by the
Shareholders during the term of this Agreement, respectively, assigns the same
to the Trustee and severally agrees to deposit the stock certificates, with
proper transfers in favor of the Trustee, with the Trustee, and to receive in
exchange voting trust certificates as provided, and the shares represented by
the stock certificates deposited shall be transferred upon the books of the
Company to the name of the Trustee, who is fully authorized and empowered to
cause the transfers to be made, and also to cause any further transfers of the
shares to be made which may become necessary through any change of the persons
holding the office of the Trustee, as provided. During the period when this
Agreement shall be in force, the Trustee shall possess the legal title to the
shares deposited and
<PAGE> 12
be entitled to exercise all rights of every kind and nature, including the
right to vote in person or by proxy, in any respect to any or all shares. It is
understood, however, that the holders of voting trust certificates to be issued
by the Trustee shall be entitled to receive payments of all dividends other
than pro-rata distributions of additional voting shares of the Company by way
of stock dividends or partial liquidations, if any, declared by the Company
with respect to the shares of the Common Stock deposited with the Trustee. It
is further understood that stock distributions shall be issued in the name of
the Trustee as additional deposits and that the Trustee shall issue additional
voting trust certificates.

2. The Trustee does hereby agree with the Shareholders that from time
to time, upon request, the Trustee will cause to be issued to the Shareholders,
in respect to all stock deposited by them, voting trust certificates to an
aggregate amount equal to the amount of all shares of the Common Stock so
deposited, which voting trust certificates shall be in substantially the
following form:

UNITED OKLAHOMA BANKSHARES, INC.

Certificate

No. ______ Voting Trust Certificate ______ shares

This certifies that ______ has deposited ______ shares of the Common
Stock of the above-named corporation with the Trustee named, under a Voting
Trust Agreement, dated ____________ 1995, between Ameribank Corporation,
Trustee, and certain Shareholders of United Oklahoma Bankshares, Inc. This
certificate and the interest represented is transferable only on the books of
the Trustee upon its presentation and surrender. The holder of this certificate
takes it subject to all the terms and conditions of the above Voting Trust
Agreement between the Trustee and the Shareholders of the above-named
corporation, and becomes a party to the Agreement and is entitled to its
benefits.

IN WITNESS, the Trustee has caused this certificate to be signed this
____ day of ____________ 1995.

------------------------------
<PAGE> 13
3. Except as otherwise provided, upon the declaration of any dividends
by the Company with respect to the shares of any of the classes of stock
deposited with the Trustee, the Trustee shall cause all dividends to be
distributed by the Company pro rata among the Shareholders in proportion to the
number of shares of that class of stock upon which the particular dividend is
paid, represented by the voting trust certificates issued to and held by each
of them.

4. This Voting Trust Agreement shall be effective and remain in force
between the parties from its date to and including the ____ day of ____________
2005, at 12:00 noon, EST, and for and during the period the Shareholders agree
with each other and with the Trustee, and the Trustee accepts this trust upon
the condition of this Agreement, that the Shareholders will not sell, transfer
or otherwise dispose of their respective shares of stock deposited; but the
Shareholders shall be at liberty to deal with their voting trust certificates
by way of sale, transfer or other disposition, as they choose subject to any
Shareholder's Buy-Sell Agreement applicable to such shares. Upon presentation
and surrender to the Trustee of any voting trust certificate sold or
transferred, by the purchaser or transferee, the Trustee shall, in exchange for
the voting trust certificate surrendered, issue and deliver to the purchaser or
transferee a new voting trust certificate in the form set forth above.

5. In the event of dissolution or liquidation of the Company during the
period of this Voting Trust Agreement, in such a manner as to entitle the
holders of shares of any class of its stock to liquidating dividends, the
Trustee shall cause all liquidating dividends to be distributed by the Company
pro rata among the Shareholders in proportion to the number of shares of those
respective classes of stock upon which liquidating dividends are paid,
represented by the voting trust certificates issued to and held by each of
them.

6. In the event of a merger or consolidation involving the Company, the
termination date shall be accelerated to the effective date of the
consolidation or merger unless the Trustee, gives notice not later than thirty
days after the merger or consolidation, to the holders of the voting trust
certificates of an election to continue this Agreement for its full term,
substituting where appropriate the voting shares issued out of the
consolidation or merger for the shares initially deposited with the Trustee.
<PAGE> 14
7. Upon the termination of this Voting Trust Agreement certificates for
the shares of the various classes of stock deposited with the Trustee shall be
delivered by the Trustee to the holders of voting trust certificates, in the
proportion of their respective holdings, upon presentation and surrender to the
Trustee of the voting trust certificates.

8. Nothing contained here shall deprive the Trustee of the privilege
enjoyed by all the Shareholders of selling or otherwise disposing of, at its
pleasure, any voting trust certificate issued to it, with respect to shares of
stock deposited by it, if any, or of purchasing additional voting trust
certificates, or of purchasing additional shares of stock of the Company.

9. The Trustee shall not be entitled to any compensation for its
services as trustee, but the Shareholders shall reimburse it and hold it
harmless for any expenses and disbursements reasonably incurred by the Trustee
in connection with any litigation which may arise in respect to this Voting
Trust Agreement or in respect to the Company, to which the Trustee is a
necessary party.

10. Upon the dissolution or resignation of the Trustee, a Successor
Trustee shall be appointed by the majority vote of the Shareholders. The term
"trustee" or "trustee" as used in this Agreement shall apply to the Trustee and
its successor, and all the provisions of this Agreement shall apply equally to
the Trustee and to its successors.

11. In voting on all matters which may come before any meeting of
Shareholders of the Company, the Trustee and Successor Trustee shall exercise
their best judgment, but it is understood that the Trustee incurs no
responsibility by reason of any error of law or by any matter or thing done or
omitted under this Agreement, except for their own individual malfeasance.

12. From time to time after this Agreement has taken effect the
Trustee, or its successor, may receive deposits of any additional stock
certificates representing full-paid shares of the Common Stock or other voting
stock of the Company, upon the terms and under the conditions of this Voting
Trust Agreement, and in respect of all deposits received the Trustee shall
issue and deliver voting trust certificates similar to those mentioned above
entitling the holders to all the rights specified above.

13. The Trustee by signing this Agreement, or a counterpart, accepts
the trust created.
<PAGE> 15
IN WITNESS WHEREOF, the several parties have set their hands and seals
as of the date first written above.

NO. AND CLASS
OF SHARES
SHAREHOLDER ADDRESS DEPOSITED

P. O. Box 1089
- ----------------------------- Shawnee, OK 74801 ---------------
D. Wesley Schubert
---------------

P. O. Box 3515
- ----------------------------- Shawnee, OK 74801 ---------------
J. Michael Adcock
---------------

P. O. Box 1089
- ----------------------------- Shawnee, OK 74801 ---------------
George N. Cook, Jr.
---------------

TRUSTEE ADDRESS

AMERIBANK CORPORATION

By:
--------------------------
Its
-----------------------

<PAGE> 1
EXHIBIT 4(c)(4)
to 13E-3

First Amendment To
Stock Purchase Agreement

This First Amendment to Stock Purchase Agreement dated as of this 27th
day of January, 1997 among Ameribank Corporation "Ameribank" of Shawnee,
Oklahoma and Dona B. Adcock, D. Wesley Schubert and George N. Cook, Jr.
(Purchasers") all of Shawnee, Oklahoma.

WHEREAS, Ameribank and Purchasers entered into a Stock Purchase
Agreement (the "Agreement") on the 3rd day of November, 1995 relating to the
sale by Ameribank to Purchasers of Common Stock and Preferred Stock of United
Oklahoma Bankshares, Inc.(the "Company"); and

WHEREAS, Dona B. Adcock has acquired all of the right title and
interest in and to the Agreement from J. Michael Adcock; and

WHEREAS, Ameribank and the Company have entered into a Merger Agreement
whereby the separate existence of the Company will cease to exist; and

WHEREAS, the parties wish to amend the Agreement to reflect their intent
to substitute the common stock of United Bank, Del City, ("Bank") for the
Common Stock and Preferred Stock of the Company in the event the merger is
consummated.

NOW THEREFORE in consideration of the mutual promises contained herein
the parties hereby agree as follows:

1. In the event that a merger between Ameribank and the Company is
consummated resulting in the extinguishment of the Company's separate
existence:

A. Paragraph 1 of the Agreement shall be amended by substituting
Bank's for the word Company's in the first sentence thereof.

B. Any references to "shares" in the Agreement shall mean shares
of the Bank.

C. Paragraph 2.1 of the Agreement shall be amended to include as
part of the Purchase Price, any merger consideration paid to
Company shareholders (other than Ameribank) in connection with
the above-mentioned merger.
<PAGE> 2
D. Paragraph 5 of the Agreement shall be amended by adding (IV)
"the parties have entered into an acceptable Shareholders Buy-
Sell Agreement restricting the future transfer of shares
substantially in the form as set forth in Exhibit "C" hereto and
a Voting Trust Agreement in substantially the form set forth in
Exhibit "D" hereto in the event of a merger between Ameribank and
the Company resulting in the extinguishment of the Company's
separate existence.

2. All other terms of the Agreement shall remain in full force and
effect.

In Witness Whereof, we have set our hands this 27th day of January,
1997.

Ameribank Corporation Purchasers

By: /s/ D. WESLEY SCHUBERT /s/ GEORGE N. COOK, JR.
--------------------------------- ---------------------------------------
Its Vice President George N. Cook, Jr.
-----------------------------

/s/ D. WESLEY SCHUBERT
---------------------------------------
D. Wesley Schubert

/s/ DONA B. ADCOCK
---------------------------------------
Dona B. Adcock

<PAGE> 3

EXHIBIT "C"
TO STOCK PURCHASE AGREEMENT

SHAREHOLDERS AGREEMENT

This Agreement is made as of the ___ day of __________ 1997, among
Dona B. Adcock, D. Wesley Schubert and George N. Cook, Jr. ("Shareholders other
than Ameribank") and Ameribank Corporation ("Ameribank") (the "Shareholders",
collectively), and United Bank, Del City(the "Bank"), an Oklahoma corporation.
In consideration of the promises contained herein and the benefits to be
derived from the mutual observance of the provisions of this Agreement, the
parties agree as follows:

1. Corporation Stock. Shareholders own the following number of
shares of the common stock, of Bank (the "Bank Stock"):

<TABLE>
<S> <C>
NUMBER OF SHARES
SHAREHOLDERS OF COMMON STOCK

Dona B. Adcock -------------

D. Wesley Schubert -------------

George N. Cook, Jr. -------------
</TABLE>

Ameribank has contemporaneously with the execution hereof sold and
delivered to Shareholders other than Ameribank the Common Stock listed above.
The Shareholders and the Bank believe it to be in their mutual interest that
Shareholders other than Ameribank be restricted in their right to dispose of
their Bank Stock and that certain other rights and obligations of the parties
hereto be agreed upon as specified herein.

2. Restrictions Upon Disposition. Shareholders shall not be
permitted to dispose of any shares of Bank Stock without the prior written
consent of the other Shareholders, except as provided in Section 3. The term
"dispose" includes, without limitation, the acts of selling, assigning,
transferring, pledging, encumbering, giving and any other form of conveying,
whether voluntary or by operation of law.

3. Restrictions Upon Sale.

3.1 Offer to Ameribank. During the continuance in force of this
Agreement, Shareholders other than Ameribank shall not be permitted to sell any
shares of Bank Stock unless the number of shares of Bank Stock owned by such
Shareholder proposed to be sold shall have first been offered in writing by
such Shareholder for sale to Ameribank at the price and upon the terms as
provided in paragraphs 5 and 6 hereof. Ameribank shall have thirty (30) days
from the date of the delivery of such written offer in which to accept such
offer by delivering its written acceptance to the Shareholders other than
Ameribank.
<PAGE> 4
3.2 Offer to Bank. If the offer provided in Section 3.1 has not
been accepted upon the expiration of such thirty-day period (or if Ameribank
has sooner waived in writing the right to accept such offer), then such shares
of Bank Stock shall be offered in writing by Shareholders other than Ameribank
for sale to Bank who shall have the right to purchase the shares of Bank Stock
offered for sale at the price and upon the terms as provided in paragraphs 5
and 6 hereof by accepting such offer in writing within thirty (30) days from
the date of the delivery of such written offer. Shareholders other than
Ameribank shall not be obligated to sell any shares of Bank Stock to the Bank
unless all shares of Bank Stock offered for sale by Shareholders other than
Ameribank are purchased by the Bank.

3.3 Right to Sell Stock. If the offers provided in Sections 3.1
and 3.2 have not been accepted upon the expiration of the option periods (or if
the Bank and Ameribank have sooner waived in writing their right to accept such
offers or if all the shares of Bank Stock offered for sale by Shareholders
other than Ameribank are not purchased by Ameribank), Shareholders other than
Ameribank shall have the right for a period of sixty (60) days to sell that
number of shares of Bank Stock which had been offered to the Bank and to
Ameribank in Sections 3.1 and 3.2, to a third party specified in a written
offer at a price not less than and upon terms not more favorable than offered
to the Bank and to Ameribank. Any shares of Bank Stock not sold within such
sixty-day period after there shall have been compliance with this Section 3
shall again become subject to the restrictions of this Agreement.

4. Death of a Shareholder other than Ameribank.

4.1 Option to Ameribank. Upon the death of a Shareholder other
than Ameribank, Ameribank shall have the option to purchase all shares of Bank
Stock owned by such Shareholder at the purchase price and upon the terms
specified in Section 5 and 6 by giving written notice to the legal
representative (or heirs-at-law) of such Shareholder within thirty (30) days
after the appointment of such legal representative (or upon their heirs-at-law
within ninety (90) days after the death of such Shareholder if a legal
representative has not been appointed within such ninety (90) day period).

4.2 Option to Bank. If Ameribank does not exercise its option
pursuant to Section 4.1 upon the death of a Shareholder other than Ameribank,
then the Bank shall have an option to purchase all the shares of Bank Stock
owned by such Shareholder at the purchase price and upon the terms specified in
Sections 5 and 6 by giving written notice to the legal representative (or
heirs-at-law) of such Shareholder within sixty (60) days after the appointment
of a legal representative (or upon their heirs-at-law within one hundred twenty
(120) days after the death of such Shareholder if a legal representative has
not been appointed within such one hundred twenty (120) day period). The legal
representative (or the heirs-at-law) of such Shareholder shall not be obligated
to
<PAGE> 5
sell any shares of Bank Stock to the Bank unless all shares of Bank Stock owned
by such Shareholder are purchased by the Bank. The purchase price and the
manner of payment shall be as specified in Sections 5 and 6.

4.3 Option of Legal Representative. If neither Ameribank nor the
Bank exercise their options pursuant to Sections 4.1 and 4.2 upon the death of
such Shareholder other than Ameribank, the legal representative of such
Shareholder shall have the option to require Ameribank to purchase all shares
of Bank Stock owned by such Shareholder at the purchase price and upon the
terms specified in Section 5 and 6 by giving written notice to an officer of
Ameribank within thirty (30) days after the date on which the time expired for
exercise by the Bank of its option to purchase all shares of Bank Stock.

4.4 Time of Closing. The consummation of the purchase shall be
as soon as practicable after appropriate probate administration procedures have
been completed.

5. Purchase Price. The purchase price for the Bank Stock of a
Shareholder other than Ameribank (pursuant to Sections 3 and 4) shall be equal
to:

The Fair Market Value of the Bank Stock as of the end of the last day
of the month immediately preceding the date of death of a Shareholder other
than Ameribank or the date of the offer of a Shareholder other than Ameribank.
The term Fair Market Value means the value of the Bank Stock as agreed upon
between the Shareholders or Ameribank and the legal representative of
Shareholders. If the Shareholders are unable to agree upon the value, an
independent appraiser shall be appointed by one of the Shareholders to appraise
the underlying assets of the Bank. If the Shareholders agree such appraisal
reflects the fair value of the Bank Stock, such amount will be deemed the Fair
Market Value. If the non- appointing Shareholder disagrees with such appraisal,
that person will appoint an appraiser to appraise the underlying assets of the
Bank. If the Shareholders agree such appraisal reflects the fair value of the
Bank Stock, such amount will be deemed the Fair Market Value. If the
Shareholders still cannot agree, the previously appointed appraisers will
mutually appoint a third appraiser to appraise the underlying assets of the
Bank, whose appraisal shall be final and binding as to the Fair Market Value of
the Bank's stock. The parties agree that any determination of Fair Market
Value shall be made based on the valuation of the Bank divided by the prorata
ownership of such Shareholders' Bank Stock and shall not be reduced to take
into account a minority discount.

6. Manner of Payment. Payment of the purchase price shall be
made in cash within six (6) months after the date on which Fair Market Value
was determined, with interest at the Prime Rate from the date on which the Fair
Market Value was determined to the date of payment. The term "Prime Rate"
means the prime interest rate charged on 90- day loans to responsible and
substantial customers of Bank of Oklahoma, N.A.
<PAGE> 6
7. Closing Procedures. The closing of any purchase of Bank
Stock pursuant to this Agreement shall be held at the principal place of
business of the Bank or at such other place as the parties to such Closing may
agree upon. The certificates representing the Bank Stock, duly endorsed, free
and clear of all liens and encumbrances, and ready for transfer, shall be
delivered to the purchasing party at the time the purchase price is paid by
delivery of the payment therefor as provided in this Agreement.

8. Sale of All Bank Stock. Notwithstanding any other provision
contained herein, if Shareholders holding shares of a class of Common Stock
representing more than 50% of the class (Selling Shareholders) desire to sell
to a third party or if Ameribank desires to sell shares of a class of its Bank
Stock to a third party and neither the Bank nor the remaining shareholders
desire to acquire such Bank Stock under the terms hereof, then such sale cannot
be consummated unless all Shareholders are provided the opportunity to sell
their Shares of Bank Stock to such third party on the same basis as the Selling
Shareholders or Ameribank.

9. Endorsement of Stock Certificates. Immediately after
execution of this Agreement, Shareholders shall deliver to the Bank the
certificates representing all of the shares of the Bank Stock owned by such
Shareholder, and the Bank shall endorse on each such certificate a legend
reading substantially as follows:

NOTICE

Any sale, assignment, transfer, pledge or other disposition
of the shares of stock represented by this Certificate is
restricted by, and subject to, the terms and provisions of a
Shareholders Agreement, dated _____________, a copy of which
is on file with the Secretary of United Bank, Del City. By
acceptance of this certificate, the holder hereof agrees to
be bound by the terms of such Agreement.

A copy of this Agreement shall be filed with the Cashier of the Bank. During
the term of this Agreement, the foregoing legend shall be endorsed on each
certificate representing shares of Bank Stock hereafter issued by the Bank to
any transferee of a Shareholder whose shares of stock are subject to the terms
of this Agreement. No Shareholder shall cause or permit the removal of the
legend from the certificates representing the shares owned by such Shareholder.

10. Termination. This Agreement shall terminate:

10.1 Sale. Upon the sale of Bank Stock pursuant to Section 3.3,
only with respect to that particular Bank Stock.

10.2 Voluntary. Upon the agreement of the Shareholders.
<PAGE> 7
10.3 Involuntary. Upon the bankruptcy, receivership or dissolution of
the Bank, with respect to all Bank Stock.

Upon termination of this Agreement with respect to all or a part of
the Bank Stock, the Cashier of the Bank shall, upon tender of the Certificates
representing the Bank Stock affected, issue new certificates without the legend
provided in Section 8. Bank Stock acquired from a deceased Shareholder through
inheritance shall remain subject to this Agreement and such Shareholder shall
be bound by and inure to the benefits of the terms and conditions of this
Agreement.

11. General.

11.1 Notices. All notices, offers, acceptances, requests and
other communications hereunder shall be in writing and shall be sufficient if
delivered personally or if mailed by registered or certified mail, postage
prepaid, return receipt requested, to the Bank or to the Shareholders at the
addresses on the signature page hereof, or at such other addresses as the
parties hereto may designate to the others in writing. All notices shall be
deemed received when delivered personally or, if mailed, within three (3) days
(excluding Sundays and holidays) after being mailed.

11.3 Invalidity. If any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the remaining provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein.

11.4 Authorization. The execution of this Agreement by the
Shareholders of the Bank shall also constitute their ratification, consent, and
approval to the execution of this Agreement on behalf of the Bank in their
capacities as directors and officers.

11.5 Binding Effect. This Agreement shall be binding upon the
Bank, the Shareholders, their respective legal representatives and successors
and shall also be binding upon any person to whom any Bank Stock is transferred
in violation of this Agreement.

11.6 Counterpart Execution. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.
<PAGE> 8
11.7 Applicable Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Oklahoma, without
reference to its conflict of laws principles.

11.8 Section Headings. Section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

11.9 Attorney's Fees. In any action brought by any party hereto
to enforce the obligations of any other party hereto, the prevailing party
shall be entitled to collect such party's reasonable attorney's fees, court
costs and expenses in such action.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

SHAREHOLDERS

AMERIBANK CORPORATION UNITED BANK, DEL CITY

By: By:
--------------------------- ---------------------------
Its Its
------------------------ ------------------------

- ------------------------------
D. Wesley Schubert

- ------------------------------
George N. Cook, Jr.

- ------------------------------
Dona B. Adcock
<PAGE> 9
EXHIBIT "D"
TO STOCK PURCHASE AGREEMENT

VOTING TRUST AGREEMENT

This Agreement, made as of this ____ day of ____________, 1997, between
holders of certain shares of the Common Stock, and any other type of voting
stock that may be issued by United Bank a corporation organized under the laws
of Oklahoma (hereinafter called the "Bank"), having its principal office in Del
City, Oklahoma, who shall become parties to this Agreement by signing it
(called the "Shareholders") and Ameribank Corporation, an Oklahoma corporation
(called the "Trustee").

The Shareholders believe it to be for the best interests of all the holders
of Common Stock and other voting stock of the Bank that the Bank shall be
managed by the Trustee for a period of ten (10) years from this date.

They believe that their object can best be accomplished by giving to
the Trustee as their agent and attorney- in-fact irrevocable powers as are set
forth under the terms and conditions of this Voting Trust Agreement.

Now, this Agreement provides that:

The Shareholders, in consideration of their mutual promises, agree to
and with each other and with the Trustee, and the Trustee agrees with the
Shareholders as follows:

1. By signing this Agreement, or a counterpart, each of the
Shareholders holding shares of the Common Stock and/or other voting stock of
the Bank, to the number set opposite his, her or its name, as subscribed, and
the additional voting shares now owned or subsequently acquired by the
Shareholders during the term of this Agreement, respectively, assigns the same
to the Trustee and severally agrees to deposit the stock certificates, with
proper transfers in favor of the Trustee, with the Trustee, and to receive in
exchange voting trust certificates as provided, and the shares represented by
the stock certificates deposited shall be transferred upon the books of the
Bank to the name of the Trustee, who is fully authorized and empowered to cause
the transfers to be made, and also to cause any further transfers of the shares
to be made which may become necessary through any change of the persons holding
the office of the Trustee, as provided. During the period when this Agreement
shall be in force, the Trustee shall possess the legal title to the shares
deposited and be entitled to exercise all rights of every kind and nature,
including the right to vote in person or by proxy, in any respect to any or all
shares. It is understood, however, that the holders of voting trust
certificates to be issued by the Trustee shall be entitled to receive payments
of all dividends other than pro-rata distributions of additional voting shares
of the Bank by way of stock dividends or partial liquidations, if any, declared
by the Bank with respect to the shares of the Common Stock deposited with the
Trustee. It is further understood that stock distributions shall be issued in
the
<PAGE> 10
name of the Trustee as additional deposits and that the Trustee shall issue
additional voting trust certificates.

UNITED BANK

Certificate

No. ______ Voting Trust Certificate ______ shares

This certifies that ______ has deposited ______ shares of the Common
Stock of the above-named corporation with the Trustee named, under a Voting
Trust Agreement, dated ____________ 1997, between Ameribank Corporation,
Trustee, and certain Shareholders of United Bank. This certificate and the
interest represented is transferable only on the books of the Trustee upon its
presentation and surrender. The holder of this certificate takes it subject to
all the terms and conditions of the above Voting Trust Agreement between the
Trustee and the Shareholders of the above-named corporation, and becomes a
party to the Agreement and is entitled to its benefits.

IN WITNESS, the Trustee has caused this certificate to be signed this
____ day of ____________ 1997.

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

3. Except as otherwise provided, upon the declaration of any
dividends by the Bank with respect to the shares of any of the classes of stock
deposited with the Trustee, the Trustee shall cause all dividends to be
distributed by the Bank pro rata among the Shareholders in proportion to the
number of shares of that class of stock upon which the particular dividend is
paid, represented by the voting trust certificates issued to and held by each
of them.

4. This Voting Trust Agreement shall be effective and remain in force
between the parties from its date to and including the ____ day of ____________
2007, at 12:00 noon, EST, and for and during the period the Shareholders agree
with each other and with the Trustee, and the Trustee accepts this trust upon
the condition of this Agreement, that the Shareholders will not sell, transfer
or otherwise dispose of their respective shares of stock deposited; but the
Shareholders shall be at liberty to deal with their voting
<PAGE> 11
trust certificates by way of sale, transfer or other disposition, as they
choose subject to any Shareholder's Buy-Sell Agreement applicable to such
shares. Upon presentation and surrender to the Trustee of any voting trust
certificate sold or transferred, by the purchaser or transferee, the Trustee
shall, in exchange for the voting trust certificate surrendered, issue and
deliver to the purchaser or transferee a new voting trust certificate in the
form set forth above.

5. In the event of dissolution or liquidation of the Bank during the
period of this Voting Trust Agreement, in such a manner as to entitle the
holders of shares of any class of its stock to liquidating dividends, the
Trustee shall cause all liquidating dividends to be distributed by the Bank pro
rata among the Shareholders in proportion to the number of shares of those
respective classes of stock upon which liquidating dividends are paid,
represented by the voting trust certificates issued to and held by each of
them.

6. In the event of a merger or consolidation involving the Bank, the
termination date shall be accelerated to the effective date of the
consolidation or merger unless the Trustee, gives notice not later than thirty
days after the merger or consolidation, to the holders of the voting trust
certificates of an election to continue this Agreement for its full term,
substituting where appropriate the voting shares issued out of the
consolidation or merger for the shares initially deposited with the Trustee.

7. Upon the termination of this Voting Trust Agreement certificates
for the shares of the various classes of stock deposited with the Trustee shall
be delivered by the Trustee to the holders of voting trust certificates, in the
proportion of their respective holdings, upon presentation and surrender to the
Trustee of the voting trust certificates.

10. Upon the dissolution or resignation of the Trustee, a Successor
Trustee shall be appointed by the majority vote of the Shareholders. The term
"trustee" or "trustee" as used in this
<PAGE> 12
Agreement shall apply to the Trustee and its successor, and all the provisions
of this Agreement shall apply equally to the Trustee and to its successors.

11. In voting on all matters which may come before any meeting of
Shareholders of the Bank, the Trustee and Successor Trustee shall exercise
their best judgment, but it is understood that the Trustee incurs no
responsibility by reason of any error of law or by any matter or thing done or
omitted under this Agreement, except for their own individual malfeasance.

12. From time to time after this Agreement has taken effect the
Trustee, or its successor, may receive deposits of any additional stock
certificates representing full-paid shares of the Common Stock or other voting
stock of the Bank, upon the terms and under the conditions of this Voting Trust
Agreement, and in respect of all deposits received the Trustee shall issue and
deliver voting trust certificates similar to those mentioned above entitling
the holders to all the rights specified above.

13. The Trustee by signing this Agreement, or a counterpart, accepts
the trust created.

IN WITNESS WHEREOF, the several parties have set their hands and seals
as of the date first written above.

<TABLE>
<CAPTION>
NO. AND CLASS
OF SHARES
SHAREHOLDER ADDRESS DEPOSITED
<S> <C> <C>
- ----------------------------- P. O. Box 1089 ------------------
D. Wesley Schubert Shawnee, OK 74801 ------------------

P. O. Box 3515 ------------------
- ----------------------------- Shawnee, OK 74801 ------------------
Dona B. Adcock

P. O. Box 1089 ------------------
- ----------------------------- Shawnee, OK 74801 ------------------
George N. Cook, Jr.

TRUSTEE ADDRESS

P .O. Box 1089
AMERIBANK CORPORATION Shawnee, OK 74801

By:
-----------------------
Its
----------------------
</TABLE>

<PAGE> 1
EXHIBIT 4(c)(5)

STOCK PURCHASE AGREEMENT

Agreement made this 31st day of May, 1996, between A. Thomas Loy or
Peck Loy ("Seller") and Ameribank Corporation, of Shawnee, Oklahoma,
("Purchaser").

In consideration of the mutual covenants herein and other valuable
consideration, the parties agree as follows:

1. Seller agrees to sell to Purchaser who agrees to purchase 2,008
shares of the 9% Cumulative, Nonvoting Preferred stock (the "Shares") of United
Oklahoma Bankshares, Inc. (the "Company"), for a purchase price equal to $49.50
per share, (the "Purchase Price").

2. The Purchaser shall pay in cash the Purchase Price to Seller at
the Closing. Seller agrees to convey, transfer and deliver the Shares at the
Closing. The Certificate for the Shares shall be delivered at the Closing, duly
endorsed in blank and in a form reasonably acceptable to Purchaser.

3. The Closing shall take place at the office of Seller or at such
other place as is mutually agreeable to Purchaser and Seller. The Closing shall
occur on or before June 7, 1996.

4. Seller represents and warrants to Purchaser that the Shares to
be transferred hereunder will be free and clear of any and all liens or
encumbrances and that Seller has the full power and authority to make such
assignment and sale.

5. Seller represents and warrants to Purchaser that the Shares are all
of the shares of the Company owned by the Seller and further agrees that Seller
will not acquire, directly or indirectly any additional shares of the Company.

6. Seller agrees not to acquire either directly or indirectly any
shares of the Company's 9% Cumulative, Nonvoting Preferred stock or Common
stock for a period of two (2) years from the date hereof.

7. Seller and Purchaser agree that all information contained in this
Agreement shall be considered confidential. Such information shall not be
disclosed to third parties other than agents and employees of the parties who
have a reason to know such information. Such information may be disclosed to
state and federal regulatory agencies who require such information.

8. In the event a price higher than $49.50 per share is paid by
Purchaser to any owner other than Purchaser of the 9% Cumulative, Nonvoting
Preferred Stock in a subsequent tender offer or merger transaction occurring
within one (1) year from the date hereof, Purchaser agrees to pay Seller the
difference in cash.

9. Any notice required hereunder shall be given in writing by
registered mail and shall be deemed to have been given on the date such notice
is posted, with postage prepaid, addressed to the last address of the
addressee.
<PAGE> 2

10. This Agreement shall be binding upon the parties hereto, their
successors and assigns.

11. This Agreement shall be governed by the laws of the State of
Oklahoma.

IN WITNESS WHEREOF, the parties have executed this agreement on the
date first written above.

SELLER PURCHASER

A. Thomas Loy AMERIBANK CORPORATION
Peck Loy

/s/ A. THOMAS LOY By: /s/ D. WALEY SCHUBERT
- ------------------------------- -----------------------------------
Its Vice President
--------------------------------

- -------------------------------
<PAGE> 3
STOCK PURCHASE AGREEMENT

Agreement made this 31st day of May, 1996, between Ross McKnight, of
Throckmorton, Texas ("Seller") and Ameribank Corporation, of Shawnee, Oklahoma,
("Purchaser").

In consideration of the mutual covenants herein and other valuable
consideration, the parties agree as follows:

1. Seller agrees to sell to Purchaser who agrees to purchase 15,787 shares
of the 9% Cumulative, Nonvoting Preferred stock (the "Shares") of United
Oklahoma Bankshares, Inc. (the "Company"), for a purchase price equal to $49.50
per share, (the "Purchase Price").

2. The Purchaser shall pay in cash the Purchase Price to Seller at the
Closing. Seller agrees to convey, transfer and deliver the Shares at the
Closing. The Certificate for the Shares shall be delivered at the Closing, duly
endorsed in blank and in a form reasonably acceptable to Purchaser.

3. The Closing shall take place at the office of Seller or at such other
place as is mutually agreeable to Purchaser and Seller. The Closing shall occur
on or before June 7, 1996.

4. Seller represents and warrants to Purchaser that the Shares to be
transferred hereunder will be free and clear of any and all liens or
encumbrances and that Seller has the full power and authority to make such
assignment and sale.

5. Seller represents and warrants to Purchaser that the Shares are all of
the shares of the Company owned by the Seller and further agrees that Seller
will not acquire, directly or indirectly any additional shares of the Company.

6. Seller agrees not to acquire either directly or indirectly any shares
of the Company's 9% Cumulative, Nonvoting Preferred stock or Common stock for a
period of two (2) years from the date hereof.

8. In the event a price higher than $49.50 per share is paid by Purchaser
to any owner other than Purchaser of the 9% Cumulative, Nonvoting Preferred
Stock in a subsequent tender offer or merger transaction occurring within one
(1) year from the date hereof, Purchaser agrees to pay Seller the difference in
cash.

9. Any notice required hereunder shall be given in writing by registered
mail and shall be deemed to have been given on the date such notice is posted,
with postage prepaid, addressed to the last address of the addressee.

<PAGE> 4

10. This Agreement shall be binding upon the parties hereto, their
successors and assigns.

11. This Agreement shall be governed by the laws of the State of Oklahoma.

IN WITNESS WHEREOF, the parties have executed this agreement on the date
first written above.

SELLER PURCHASER

Ross McKnight AMERIBANK CORPORATION

/s/ ROSS MCKNIGHT By: /s/ D. WALEY SCHUBERT
- ------------------------------ -------------------------------

Its Vice President
- ------------------------------ -------------------------------

<PAGE> 1
EXHIBIT 4(c)(6)

STOCK PURCHASE AGREEMENT

Agreement made this 6th day of June, 1996, between A. Thomas Loy, of
Oklahoma City, Oklahoma ("Seller") and Ameribank Corporation, of Shawnee,
Oklahoma, ("Purchaser").

In consideration of the mutual covenants herein and other valuable
consideration, the parties agree as follows:

1. Seller agrees to sell to Purchaser who agrees to purchase 4,959
shares of the common capital stock (the "Shares") of United Oklahoma
Bankshares, Inc. (the "Company"),for a purchase price equal to the higher of
(i) $.50 per share or (ii) in the event a transaction is consummated for the
common shares held by public shareholders in the next twelve (12) months, the
acquisition price (the "Purchase Price").

2. The Purchaser shall pay in cash the Purchase Price to Seller at
Closing. Seller agrees to convey, transfer and deliver the Shares at the
Closing. The Certificate for the Shares shall be delivered at the Closing, duly
endorsed in blank and in a form reasonably acceptable to Purchaser.

3. The Closing shall take place at the office of Seller or at such
other place as is mutually agreeable to Purchaser and Seller. The Closing
shall occur on or before June 15, 1996.

4. Seller represents and warrants to Purchaser that the stock to be
transferred hereunder will be free and clear of any and all liens or
encumbrances and that Seller has the full power and authority to make such
assignment and sale.

5. Seller agrees not to object or to otherwise interfere with any
transaction initiated by Purchaser within the next one (1) year period
involving the Common or Preferred Stock owned by the public shareholders.

6. Seller and Purchaser agree that all information contained in this
Agreement shall be considered confidential. Such information shall not be
disclosed to third parties other than agents and employees of the parties who
have a reason to know such information. Such information may be disclosed to
state and federal regulatory agencies who require such information.

7. Any notice required hereunder shall be given in writing by
registered mail and shall be deemed to have been given on the date such notice
is posted, with postage prepaid, addressed to the last address of the
addressee.

8. This Agreement shall be binding upon the parties hereto, their
successors and assigns.

<PAGE> 2
9. This Agreement shall be governed by the laws of the State of
Oklahoma.

IN WITNESS WHEREOF, the parties have executed this agreement on the
date first written above.

SELLER PURCHASER

A. Thomas Loy AMERIBANK CORPORATION

BY: A. THOMAS LOY BY: D. WALEY SCHUBERT
---------------------------- ----------------------------
ITS ITS Vice President
------------------------- -------------------------

<PAGE> 3

STOCK PURCHASE AGREEMENT

Agreement made this 6th day of June, 1996, between A. Thomas Loy and
Peck Loy, Joint Tenants, of Oklahoma City, Oklahoma ("Seller") and Ameribank
Corporation, of Shawnee, Oklahoma, ("Purchaser").

In consideration of the mutual covenants herein and other valuable
consideration, the parties agree as follows:

1. Seller agrees to sell to Purchaser who agrees to purchase 840
shares of the common capital stock (the "Shares") of United Oklahoma
Bankshares, Inc. (the "Company"),for a purchase price equal to the higher of
(i) $.50 per share or (ii) in the event a transaction is consummated for the
common shares held by public shareholders in the next twelve (12) months, the
acquisition price (the "Purchase Price").

3. The Closing shall take place at the office of Seller or at such
other place as is mutually agreeable to Purchaser and Seller. The Closing
shall occur on or before June 15, 1996.

8. This Agreement shall be binding upon the parties hereto, their
successors and assigns.

<PAGE> 4
9. This Agreement shall be governed by the laws of the State of
Oklahoma.

IN WITNESS WHEREOF, the parties have executed this agreement on the
date first written above.

SELLER PURCHASER

A. Thomas Loy AMERIBANK CORPORATION

A. THOMAS LOY BY: D. WALEY SCHUBERT
- -------------------------- ---------------------------
ITS Vice President
------------------------
Peck Loy

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

<PAGE> 1
EXHIBIT 4(c)(7)

STOCK PURCHASE AGREEMENT

Agreement made this 2nd day of October, 1995, between Mr. Paul Goacher,
of London, England ("Seller") and Ameribank Corporation, of Shawnee, Oklahoma
("Purchaser").

In consideration of the mutual covenants herein and other valuable
consideration, the parties agree as follows:

1. Seller agrees to sell to Purchaser who agrees to purchase
66,000 shares of the common capital stock of United Oklahoma Bankshares, Inc.
(the "Company"), fully paid, (the "Shares") for a purchase price equal to the
higher of (i) $.50 per share or (ii) in the event a tender is made for the
common shares held by public shareholders in the next twelve (12) months, the
tender price (the "Purchase Price").

2. This sale is not effective, and the title to the stock shall
not pass from Seller to Purchaser until formal approval for such transfer has
been obtained from the Federal Reserve Board ("FRB").

3. The Purchase Price and the Shares shall be deposited in escrow
with Fox Pitt, Kelton Limited in account with Correspondent Services Corp.
pursuant to a mutually acceptable Escrow Agreement. The Purchase Price shall
be delivered to Seller and the Shares shall be delivered to Purchaser upon the
Escrow Agent's receipt of FRB approval. In the event such approval is not
obtained on or before December 31, 1995, the Escrow Agent shall redeliver the
Purchase Price to Purchaser and the Shares to Seller.

4. Seller represents and warrants to Purchaser that the stock to
be transferred hereunder will be free and clear of any and all liens or
encumbrances and that Seller has the full power and authority to make such
assignment and sale.

5. Any notice required hereunder shall be given in writing by
registered mail and shall be deemed to have been given on the date such notice
is posted, with postage prepaid, addressed to the last address of the
addressee.

6. This Agreement shall be binding upon the parties hereto, their
successors and assigns.

7. This Agreement shall be governed by the laws of the State of
Oklahoma.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.

SELLER PURCHASER

PAUL GOACHER AMERIBANK CORPORATION

By: /s/ PAUL GOACHER By: /s/ W. WALEY SCHUBERT
------------------------- --------------------------
Paul Goacher Its: V.P.
----------------------

<PAGE> 1
EXHIBIT 4(c)(8)

STOCK PURCHASE AGREEMENT

Agreement made this 29th day of September, 1995, between First Altus
Bancorp, Inc., of Altus, Oklahoma ("Seller") and Ameribank Corporation, of
Shawnee, Oklahoma ("Purchaser").

In consideration of the mutual covenants herein and other valuable
consideration, the parties agree as follows:

1. Seller agrees to sell to Purchaser who agrees to purchase
84,000 shares of the common capital stock of United Oklahoma Bankshares, Inc.
(the "Company"), fully paid, (the "Shares") for a purchase price equal to the
higher of (i) $.50 per share or (ii) in the event a tender is made for the
common shares held by public shareholders in the next twelve (12) months, the
tender price (the "Purchase Price").

2. This sale is not effective, and the title to the stock shall
not pass from Seller to Purchaser until formal approval for such transfer has
been obtained from the Federal Reserve Board ("FRB").

3. The Purchase Price and the Shares shall be deposited in escrow
with First National Bank in Altus pursuant to a mutually acceptable Escrow
Agreement. The Purchase Price shall be delivered to Seller and the Shares
shall be delivered to Purchaser upon the Escrow Agent's receipt of FRB
approval. In the event such approval is not obtained on or before December 31,
1995, the Escrow Agent shall redeliver the Purchase Price to Purchaser and the
Shares to Seller.

4. Seller represents and warrants to Purchaser that the stock to
be transferred hereunder will be free and clear of any and all liens or
encumbrances and that Seller has the full power and authority to make such
assignment and sale.

6. This Agreement shall be binding upon the parties hereto, their
successors and assigns.

7. This Agreement shall be governed by the laws of the State of
Oklahoma.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.

SELLER PURCHASER

FIRST ALTUS BANCORP, INC. AMERIBANK CORPORATION

BY: /s/ [ILLEGIBLE] BY: /s/ D. WALEY SCHUBERT
------------------------------ -----------------------------
Its: President Its: Vice President
-------------------------- ------------------------

<PAGE> 1
EXHIBIT 99(c)(9)
of Schedule 13E-3

[MCKINNEY, STRINGER & WEBSTER, P.C. LETTERHEAD]

January 16, 1997

VIA FACSIMILE

Irwin Steinhorn, Esq.
Conner & Winters, P.C.
211 N. Robinson, Suite 1700
Oklahoma City, OK 73102

Re: Purchase Price of Shares of Common Stock and
Preferred Stock of United Oklahoma Bankshares, Inc.
(the "Company") Our File No. 3876-11

Dear Irwin:

As requested by the Special Committee, we are writing to confirm that the
maximum price which has been paid by Ameribank Corporation ("Ameribank") for
shares of Common Stock of the Company is $0.50 per share. Ameribank made a
tender offer in July 1995 to purchase shares of the Company's Preferred Stock
for $18.00 per share. Since the tender offer, Ameribank has also acquired
shares of the Company's Preferred Stock through private purchases at prices
ranging from $18.00 to $49.50 per share. All of these transactions have been
reported and filed with the Securities and Exchange Commission on Form 4. We
have previously provided copies of the Form 4 filings made by Ameribank for the
Special Committee's review.

Ameribank has entered into separate Stock Purchase Agreements with Ross
McKnight, Tom Loy and affiliates of Mr. Loy, agreeing to pay additional
consideration to each of such sellers equal to the consideration paid per share
to the remaining stockholders of the Company if Ameribank, among other
transactions, entered into a merger agreement with the Company within one (1)
year of the date of the Stock Purchase Agreements and paid a higher price for
shares of Common or Preferred Stock of the Company.

As the Common Consideration exceeds $0.50 per share and the Preferred
Consideration exceeds $49.50 per share, Ameribank will be contractually
obligated to pay these former shareholders additional consideration to equal
the consideration per share agreed pursuant to the Merger Agreement.

Please call if you have any questions.

Yours sincerely,

/s/ JONNA D. KIRSCHNER

JONNA D. KIRSCHNER
For the Firm

<PAGE> 1

UNITED OKLAHOMA BANKSHARES, INC.
4600 S.E. 29TH STREET
DEL CITY, OKLAHOMA 73115
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 11, 1997

A Special Meeting of shareholders of United Oklahoma Bankshares, Inc.
(the "Company") will be held at 4600 S.E. 29th Street, Del City, Oklahoma
73115 on July 11, 1997, at 10:00 a.m., local time, for the following
purposes:

1. To consider and vote upon a proposal to approve and adopt the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 3,
1996, adopted by the Board of Directors of the Company, pursuant to the
recommendation of the Special Committee pursuant to which, among other things,
(a) the Company will be merged into Ameribank Corporation ("Ameribank") with
Ameribank being the surviving corporation (the "Merger"), and (b) all shares of
the Company's Common Stock (the "Common Stock") and Preferred Stock (the
"Preferred Stock") other than the shares of stock owned by Ameribank, will
receive a total consideration of $1,700,000.00 with $0.776901 in cash (rounded
to the nearest $0.01) for each share of Common Stock and $58.35 in cash for
each share of Preferred Stock. Thereafter the Company will be merged into
Ameribank with Ameribank as the sole surviving entity.

2. To transact such other business as may properly come before
the Special Meeting and any adjournment thereof.

The Merger Agreement is attached as ANNEX A to the accompanying Proxy
Statement. Shareholders who do not wish to accept the cash per share payment
and who comply with the requirements of Section 1091 of the Oklahoma General
Corporation Act have the right to seek an appraisal by the District Court of
Oklahoma County, or in any other district court in a county in which any of the
principal officers of the Company reside or may be surrounded of the fair value
of their shares of stock. Each Shareholder who does not vote in favor of the
Merger and who wishes to assert a right to appraisal must make a written demand
for the appraisal of his or her shares of Stock to the Company at the address
set forth below. A VOTE AGAINST THE MERGER SHALL NOT CONSTITUTE A DEMAND FOR
APPRAISAL OF STOCK. Failure to make such demand before the vote is taken to
approve the Merger will eliminate a Shareholder's right to an appraisal. The
demand must reasonably inform the Company of the identity of the Shareholder
making the demand as well as the intention of such Shareholder to demand an
appraisal of the fair value of the shares of Stock held by such Shareholder.

For purposes of making an appraisal demand, the address of the Company
is: United Oklahoma Bankshares, Inc., 4600 S.E. 29th Street, Del City, Oklahoma
73115, Attention: D. Wesley Schubert, President.

For a further description of the rights of shareholders pursuant to
Section 1091 and the procedures thereunder, see "Appraisal Rights" in the
accompanying Proxy Statement. A copy of the text of Section 1091 is attached
as ANNEX B to the accompanying Proxy Statement. The Proxy Statement and the
ANNEXES form a part of this Notice.

The Board of Directors of the Company has fixed the close of business
on June 3, 1997 as the record date for determining the shareholders
entitled to notice of and to vote at the Special Meeting and any adjournment
thereof. The affirmative vote of holders of a majority of the outstanding
shares Common Stock and Preferred Stock each voting as a class is required to
approve and adopt the Merger Agreement. The Merger does not require the
approval of a majority of the shareholders of the Company other than Ameribank.
Because Ameribank owns approximately 61.58% of the Common Stock and 88.85% of
the Preferred Stock and intends to vote all of such shares in favor of the
Merger Agreement, approval and adoption of the Merger Agreement is expected.

<PAGE> 2
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY TO ENSURE YOUR
REPRESENTATION AT THE SPECIAL MEETING, WHETHER OR NOT YOU PLAN TO ATTEND. YOUR
PROXY MAY BE REVOKED BY YOU AT ANY TIME BEFORE IT IS VOTED AT THE SPECIAL
MEETING. PROXIES MAY BE REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY
WRITTEN NOTICE OF REVOCATION BEARING A LATER DATE THAN THE PROXY, BY DULY
EXECUTING AND DELIVERING TO THE SECRETARY OF THE COMPANY, AT OR PRIOR TO THE
SPECIAL MEETING, A SUBSEQUENT PROXY RELATING TO THE SAME SHARES OF STOCK, OR BY
ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON (ALTHOUGH ATTENDANCE AT THE
SPECIAL MEETING WILL NOT, BY ITSELF, CONSTITUTE A REVOCATION OF PROXY). ANY
WRITTEN NOTICE REVOKING A PROXY SHOULD BE SENT TO UNITED OKLAHOMA BANKSHARES,
INC., 4600 S.E. 29TH STREET, DEL CITY, OKLAHOMA 73115.

George N. Cook, Jr., Chairman

Oklahoma City, Oklahoma

June 6, 1997

PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY,
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING.

PLEASE DO NOT SEND IN ANY CERTIFICATES FOR YOUR SHARES AT THIS TIME.
<PAGE> 3
UNITED OKLAHOMA BANKSHARES, INC.

4600 S.E. 29TH STREET

DEL CITY, OKLAHOMA 73115

(405) 677-8711

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

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS

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

INTRODUCTION

This Proxy Statement is being furnished to shareholders (the
"Shareholders") of United Oklahoma Bankshares, Inc., an Oklahoma corporation
(the "Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board") for use at the Company's Special Meeting
of Shareholders to be held on July 11, 1997 and at any adjournment or
postponement thereof (the "Special Meeting").

MATTERS TO BE CONSIDERED AT THE MEETING

At the Special Meeting, Shareholders will be asked to approve the
Agreement and Plan of Merger, dated as of December 3, 1996 (the "Merger
Agreement"), between the Company and Ameribank Corporation ("Ameribank"). The
Merger Agreement provides for the merger (the "Merger") of the Company into
Ameribank and for the payment of $1,700,000 by Ameribank to the Shareholders
(other than Ameribank) of the Company for the acquisition by Ameribank of all
shares of the Common Stock, par value $1.00 per share (the "Common Stock"),
and 9% Cumulative Non-Voting Preferred Stock, par value $30.00 per share (the
"Preferred Stock"), in the Company which are not owned by Ameribank (Common
Stock and Preferred Stock are collectively referred to herein as the "Stock").
Ameribank owns approximately 62% of the Common Stock and 89% of the Preferred
Stock. If the Merger is consummated, Ameribank will pay $1,700,000 (the "Total
Consideration") for the Stock, at the rate of $0.776901 cash per share (rounded
to the nearest $0.01) for Common Stock (the "Common Consideration") and $58.35
cash per share for Preferred Stock (the "Preferred Consideration"). The Merger
will become effective as of the filing of a Certificate of Merger consistent
with the Merger Agreement, with the Secretary of State of the State of Oklahoma
(the "Effective Time"). As a result of the Merger, the Company will be merged
into Ameribank and Ameribank will be the surviving entity. A copy of the
Merger Agreement is attached to this Proxy Statement as ANNEX A. At the
Effective Time, each share of the Common Stock outstanding immediately prior to
the Effective Time (other than shares of Common Stock held by Ameribank) will
be converted into the right to receive the Common Consideration in cash,
without interest, and each share of the Preferred Stock outstanding immediately
prior to the Effective Time (other than shares of Preferred Stock held by
Ameribank) will be converted into the

<PAGE> 4

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right to receive the Preferred Consideration in cash, without interest. See
"SPECIAL FACTORS" and "THE MERGER."

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

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

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

The date of this Proxy Statement, and the approximate date it will be
mailed to Shareholders, is June 9, 1997.

VOTING AT THE MEETING

The Board has fixed the close of business on June 3, 1997 as the record
date (the "Record Date") for determining the holders of Stock entitled to notice
of, and to vote at, the Special Meeting. As of the Record Date, there were
(i) 2,532,237 shares of Common Stock and 145,199 shares of Preferred Stock
outstanding and entitled to vote and (ii) approximately 450 holders of record of
Common Stock and 86 holders of record of Preferred Stock. The presence, in
person or by properly executed proxy, of a majority of the outstanding shares of
the Common Stock and Preferred Stock, respectively, is necessary to constitute a
quorum at the Special Meeting. Each shareholder is entitled to one vote for
each share of Common Stock held by such shareholder and one vote for each share
of Preferred Stock held by such shareholder.

Under Oklahoma law, the affirmative vote of holders of a majority of the
outstanding shares of Common Stock and Preferred Stock, each voting as a class
is required to approve the Merger. Because Ameribank, which owns approximately
61.58% of the Common Stock and 89% of the Preferred Stock, intends to vote its
shares in favor of the Merger, approval of the Merger Agreement is expected.

APPRAISAL RIGHTS

Under Section 1091 of the Oklahoma General Corporation Act ("OGCA"),
holders of record of shares of Stock who do not wish to accept the Common
Consideration or Preferred Consideration and who have neither voted in favor of
the Merger nor consented to it in writing have the right to seek an appraisal
of the fair value of their shares of Stock in the District Court of Oklahoma
County, or in any other district court in a county in which any of the
principal officers of the Company reside or may be summoned (the "District
Court"). A vote in favor of the Merger or a consent to it in writing
constitutes a waiver of such appraisal rights. In addition, Shareholders who

<PAGE> 5

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vote in favor of the Merger may later be estopped from challenging the Merger
in a subsequent lawsuit. See "SPECIAL FACTORS - - Appraisal Rights" and ANNEX
B.

PROXIES

All shares of Stock represented at the Special Meeting by properly
executed proxies received prior to or at the Special Meeting, unless such
proxies previously have been revoked, shall be voted at the Special Meeting in
accordance with the instructions on the proxies. IF NO SUCH INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED FOR THE APPROVAL OF THE MERGER AGREEMENT. As
noted under "Appraisal Rights" herein, a vote FOR the approval of the Merger
will constitute a waiver of the appraisal rights associated with the Stock.
The Board does not know of any other matters which are to come before the
Special Meeting. If any other matters are properly presented at the Special
Meeting for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.

Any proxy given pursuant to this solicitation may be revoked by the person
giving the proxy at any time before it is voted. Proxies may be revoked by
filing with the Secretary of the Company written notice of revocation bearing a
date later than the proxy, by duly executing and delivering to the Secretary of
the Company, at or prior to the Special Meeting, a subsequent proxy relating to
the same shares of Stock, or by attending the Special Meeting and voting in
person (although attendance at the Special Meeting will not, by itself,
constitute a revocation of proxy). Any written notice revoking a proxy should
be sent to United Oklahoma Bankshares, Inc., 4600 S.E. 29th Street, Del City,
Oklahoma 73115.

Proxies are being solicited by and on behalf of the Board. Ameribank,
however, will bear the cost of preparing and mailing the proxy material
furnished to the Company's Shareholders in connection with the Special Meeting.
Proxies will be solicited by mail. While it is not anticipated that such will
be the case, directors, officers and employees of the Company may also solicit
proxies by telephone, telegram or personal contact. Such persons will receive
no additional compensation for such services but may be reimbursed for
out-of-pocket expenses in connection with such solicitation. Copies of
solicitation materials will be furnished to fiduciaries, custodians and
brokerage houses for forwarding to beneficial owners of Stock held in the names
of such fiduciaries, custodians and brokerage houses.

All information contained in this Proxy Statement concerning Ameribank and
the plans related to the Company after the Merger has been supplied by
Ameribank. All other information contained in this Proxy Statement has been
supplied by the Company.

POSITION OF THE COMPANY'S BOARD; CONFLICTS OF INTEREST

The Board appointed a Special Committee (the "Special Committee"),
composed of two directors who are not affiliated with Ameribank, to consider
the proposal of Ameribank for a Merger with the Company. Pursuant to the
recommendations of the Special Committee, the Board determined that the
acquisition of the Stock by Ameribank pursuant to the Merger Agreement is in

<PAGE> 6

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the best interests of the Company and the Shareholders (other than Ameribank)
and has approved the Merger Agreement. George K. Baum & Company ("Baum &
Company"), the Special Committee's financial advisor, has advised the Special
Committee that, in its opinion, based on certain assumptions, the Merger is
fair, from a financial point of view, to the Shareholders of the Company (other
than Ameribank).

No person is authorized to give information or make any representation not
contained in this Proxy Statement, and, if given or made, such information or
representation should not be relied upon as having been authorized. The
delivery of this Proxy Statement shall not, under any circumstances, create any
implication that there has been no change in the information set forth herein
or in the affairs of the Company or Ameribank since the date hereof.

ADDITIONAL INFORMATION

Pursuant to the requirements of Section 13(e) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 13e-3 promulgated
thereunder, the Company, as issuer of the class of equity securities which is
the subject of the Rule 13e-3 transaction, together with Ameribank, has filed
with the Commission a Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") relating to the transactions contemplated by the Merger Agreement. As
permitted by the rules and the regulations of the Commission, this Proxy
Statement omits information, exhibits and undertakings contained in the
Schedule 13E-3. Such additional information can be inspected at and obtained
from the Commission in the manner set forth below under "AVAILABLE
INFORMATION."

Statements contained herein concerning any documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Schedule 13E-3. Each such statement is qualified in
its entirety by such reference.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, is required to file periodic reports, proxy
statements and other information with the Commission relating to its business,
financial statements and other matters. Such reports, proxy statements and
other information filed by the Company, as well as the Schedule 13E-3, may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
may be available at the Regional Offices of the Commission located at 500 West
Madison Avenue, Suite 1400, Chicago, Illinois 60661, Seven World Trade Center,
13th Floor, New York, New York 10048, and on the Commission's web site on the
World Wide Web at: http://www.sec.gov. Copies of such material can also be
obtained from the Commission at prescribed rates by addressing written requests
for such copies to the Public Reference Section of the Commission at 450 Fifth
Street, N.W. Washington, D.C. 20549.

<PAGE> 7

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THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED OR DELIVERED. THESE DOCUMENTS ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST FROM THE CORPORATE SECRETARY'S OFFICE, UNITED OKLAHOMA BANKSHARES,
INC., 4600 S.E. 29TH STREET, DEL CITY, OKLAHOMA 73115 TELEPHONE NUMBER (405)
677-8711. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE NO LATER THAN JUNE 27, 1997.

INFORMATION INCORPORATED BY REFERENCE

The following documents are incorporated by reference into this
Proxy Statement:

The Company's Annual Report on Form 10-K for the years
ended December 31, 1996, December 31, 1995, December
31, 1994 and December 31, 1993; provided that attached
hereto as Exhibit 13(a)-(d) are signed copies of the
accountants' reports for the above Annual Reports;

The Company's Quarterly Report on Form 10-Q for the quarter ending
March 31, 1997; and

All other documents filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act after December 31, 1995, and prior to
the date of the Special Meeting on Stockholders to be held on
July 11, 1997.

Any statement contained in a document filed with the Commission prior to
the date of this Proxy Statement and incorporated by reference is modified or
superseded to the extent that a statement contained in this Proxy Statement (or
in any other subsequently filed document which also is incorporated by
reference) modifies or supersedes such statement. The modifying or superseding
statement may, but need not, state that it has modified or superseded a prior
statement or include any other information set forth in the document that is
not modified or superseded. The making of a modifying or superseding statement
shall not be deemed an admission that the modified or superseded statement,
when made, constituted an untrue statement of a material fact, an omission to
state a material fact necessary to make a statement not misleading, or the
employment of a manipulative, deceptive or fraudulent device, contrivance,
scheme, transaction, act, practice, course of business or artifice to defraud,
as those terms are used in the Securities Act of 1933, as amended (the
"Securities Act"), the Exchange Act or the rules and regulations thereunder.
Any statement so modified shall not be deemed in its unmodified form to
constitute a part hereof for purposes of the Exchange Act. Any statement so
superseded shall not be deemed to constitute a part hereof for purposes of the
Exchange Act.

<PAGE> 8

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION ............................................................... 1
Matters to be Considered at the Meeting ............................... 1
Voting at the Meeting ................................................. 2
Appraisal Rights ...................................................... 2
Proxies ............................................................... 3
Position of the Company's Board; Conflicts of Interest ................ 3
ADDITIONAL INFORMATION ..................................................... 4
AVAILABLE INFORMATION ...................................................... 4
INFORMATION INCORPORATED BY REFERENCE ...................................... 5
SUMMARY .................................................................... 9
The Special Meeting ................................................... 9
The Merger ............................................................ 9
Required Vote ......................................................... 9
Appraisal Rights ...................................................... 10
The Effective Time .................................................... 10
Background of the Merger .............................................. 11
Recommendation of Board of Directors and the Special Committee ........ 13
Opinion of Financial Advisor .......................................... 15
Fairness of the Transaction ........................................... 15
Interests of Certain Persons in the Merger; Conflicts of Interest ..... 15
Financing of the Merger ............................................... 16
Expenses of the Merger ................................................ 17
Conditions to the Merger .............................................. 17
Exchange of Certificates .............................................. 17
Federal Income Tax Consequences ....................................... 17
Certain Litigation Concerning the Proposed Merger ..................... 18
Business of the Company ............................................... 18
Selected Consolidated Financial Data .................................. 18
Dividends ............................................................. 18
SPECIAL FACTORS ............................................................ 19
Background of the Merger .............................................. 19
Appointment of and Deliberations by the Special Committee ............. 21
Proceedings of the Board and Recommendation of the Special Committee .. 30
Fairness of the Transaction ........................................... 31
Opinion of Financial Advisor .......................................... 32
Structure and Purpose of the Merger ................................... 34
</TABLE>

<PAGE> 9

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<TABLE>
<S> <C>
Alternatives to the Merger ............................................ 34
Certain Effects of the Merger ......................................... 35
Interests of Certain Persons in the Merger; Conflicts of Interest ..... 36
Certain Federal Income Tax Consequences of the Merger ................. 37
Appraisal Rights ...................................................... 38
Financing of the Merger ............................................... 41
Expenses of the Merger ................................................ 42
Certain Litigation Concerning the Proposed Merger ..................... 42
THE MERGER ................................................................. 42
General ............................................................... 42
Required Vote ......................................................... 42
Effective Time ........................................................ 43
Payment for Shares of Common Stock and Preferred Stock ................ 43
Conditions to the Merger; Waiver ...................................... 44
Certain Covenants of the Company and Ameribank ........................ 46
Termination and Amendments ............................................ 46
No Third-Party Beneficiaries .......................................... 46
CERTAIN INFORMATION REGARDING AMERIBANK .................................... 47
DESCRIPTION OF CAPITAL STOCK OF THE COMPANY ................................ 48
Capital Stock ......................................................... 48
Recent Market Prices .................................................. 49
Dividends ............................................................. 49
BUSINESS OF THE COMPANY .................................................... 49
Overview .............................................................. 49
Transactions with Affiliates .......................................... 50
Selected Consolidated Financial Data .................................. 50
Management's Position Regarding the Results of
Operations and Financial Condition of the Company ..................... 52
BENEFICIAL OWNERSHIP OF SHARES ............................................. 53
Beneficial Ownership .................................................. 53
Certain Transactions in Common Stock and Preferred Stock .............. 55
Proxy Solicitation .................................................... 56
Current Information: Delisting and Deregistration ..................... 57
Independent Auditors .................................................. 57
Future Stockholder Proposals .......................................... 57
Other Business ........................................................ 57
ANNEX A: AGREEMENT AND PLAN OF MERGER, AS AMENDED .......................... 58
</TABLE>

<PAGE> 10

-8-

<TABLE>
<S> <C>
ANNEX B: SECTION 1091 OF THE OKLAHOMA
GENERAL CORPORATION ACT .................................................... 75

ANNEX C: OPINION OF GEORGE K. BAUM & COMPANY,
DATED OCTOBER 25, 1996 ..................................................... 80

ANNEX D: SUPPLEMENTAL LETTER OF GEORGE K. BAUM &
COMPANY, DATED JANUARY 23, 1997 ............................................ 83
</TABLE>

<PAGE> 11

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SUMMARY

The following is a summary of information contained in this Proxy
Statement. This summary is not intended to be a complete statement of all
material features of the Merger and is qualified in its entirety by reference
to the more detailed information appearing elsewhere in this Proxy Statement,
including the attached Annexes. Terms used but not defined in this summary
have the meanings described to them elsewhere in this Proxy Statement.
Shareholders are urged to read this Proxy Statement and the Annexes in their
entirety.

THE SPECIAL MEETING

A Special Meeting of Shareholders of the Company will be held on
____________ 1997 at _______ a.m. local time, at 4600 S.E. 29th Street, Del
City, Oklahoma 73115, to consider and vote on a proposal adopted by the Board
of Directors, pursuant to the recommendations of the Special Committee, to
approve the Merger Agreement between the Company and Ameribank, which provides
for the merger of the Company into Ameribank. A copy of the Merger Agreement
is attached as ANNEX A. See "INTRODUCTION."

THE MERGER

The Merger Agreement provides that, subject to the approval of the Merger
Agreement by the Shareholders of the Company and satisfaction of other
conditions, the Company will be merged into Ameribank, with Ameribank being the
surviving corporation. Ameribank owns 1,559,498 shares, or approximately 62%,
of the outstanding Common Stock and 129,016 shares of Preferred Stock,
representing approximately 89% of the outstanding Preferred Stock of the
Company. Pursuant to the Merger Agreement, each share of Common Stock
outstanding, other than shares held by Ameribank, will be automatically
converted into the Common Consideration. In addition, each share of Preferred
Stock outstanding, other than shares held by Ameribank, will be automatically
converted into the Preferred Consideration. In connection with, and only in
connection with the consummation of the Merger, Ameribank has agreed to cancel,
simultaneously with the consummation of the Merger, the shares of Common Stock
and Preferred Stock owned by it and has waived its right to receive any of the
Total Consideration. After consummation of the Merger, the entire equity
interest in the Company will be owned by Ameribank and Ameribank will be the
sole surviving entity. See "THE MERGER," "SPECIAL FACTORS -- Interests of
Certain Persons in the Merger; Conflicts of Interest" and "SPECIAL FACTORS --
Certain Effects of the Merger."

REQUIRED VOTE

Under Oklahoma law, the affirmative vote of the holders of a majority of
the shares of Common Stock voting as a class and Preferred Stock voting as a
class at the Special Meeting is required for approval of the Merger Agreement.
Because Ameribank, which owns approximately 62% of the Common Stock and 89% of
the Preferred Stock, intends to vote its shares in favor of the Merger,
approval and adoption of the Merger Agreement is expected.

<PAGE> 12

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APPRAISAL RIGHTS

Each Shareholder who has not voted in favor of the Merger and who wishes
to assert a right to appraisal must make a written demand to the Company which
reasonably informs the Company of the Shareholder's identity and his or her
intention to demand an appraisal for his or her shares of Stock. Failure to
make such demand before the vote is taken to approve the Merger will eliminate
a Shareholder's right to an appraisal.

Within 120 days after the Effective Time (the "120-Day Period"), any
Shareholder who has properly demanded an appraisal and who has not withdrawn
his or her demand (such Shareholders are hereinafter referred to collectively
as the "Dissenting Shareholders") has the right to file in the District Court a
petition (the "Petition") demanding a determination of the fair value of the
shares of Stock (the "Dissenting Shares") held by all of the Dissenting
Shareholders. If, within the 120-Day Period, no Petition shall have been filed
as provided above, all rights to an appraisal will cease and all of the
Dissenting Shareholders will receive the Common Consideration or Preferred
Consideration, without interest, applicable to such Dissenting Shares. The
Company is not obligated and does not intend to file a Petition.

Upon the filing of the Petition, service of a copy is required to be made
upon the surviving corporation, which shall, within 20 days after such service,
file in the office of the court in which the Petition was filed, a duly
verified list containing the names and addresses of all Dissenting
Shareholders. The District Court may order that notice of the time and place
fixed for the hearing on the Petition be sent by registered or certified mail
to the surviving corporation and all of the Dissenting Shareholders, and be
published at least one week before the day of the hearing in a newspaper of
general circulation published in the City of Oklahoma City, Oklahoma, or in
another publication determined by the District Court. If a hearing on the
Petition is held, the District Court is empowered to determine which Dissenting
Shareholders have complied with the provisions of Section 1091 of the OGCA and
are entitled to an appraisal of their shares of Common Stock. See "SPECIAL
FACTORS -- Appraisal Rights" and ANNEX B.

THE EFFECTIVE TIME

The Merger will become effective as of the filing of a Certificate of
Merger, consistent with the Merger Agreement, with the Secretary of State of
the State of Oklahoma. The Merger will be consummated only upon satisfaction
or waiver, where permissible, of the terms and conditions contained in the
Merger Agreement and provided that the Merger Agreement has not been
terminated. The Merger Agreement may be terminated by the mutual written
consent of the Company and Ameribank and Ameribank may terminate the Merger
Agreement at any time if there has been a material adverse change in the
business, assets, financial condition or prospects of the Company. If the
Merger has not been consummated by August 1, 1997, either the Company or

<PAGE> 13

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Ameribank may terminate the Merger Agreement so long as the reason that the
Merger has not been consummated is not due to the failure of the party choosing
to terminate to fulfill any of its obligations thereunder. No such waiver or
termination will require the vote or consent of the holders of Common Stock or
Preferred Stock.

BACKGROUND OF THE MERGER

In May 1995 Ameribank and certain shareholders of the Company reached an
agreement whereby Ameribank would acquire 27.7% of the outstanding Common Stock
and 63.9% of the outstanding Preferred Stock from the selling shareholders. In
July, 1995, Ameribank acquired additional shares of Preferred Stock and in
October entered into two separate Stock Purchase Agreements for a total of
150,000 shares of Common Stock. On November 3, 1995, Ameribank commenced a
tender offer for the purchase of additional shares of Common Stock and on
December 29, 1995 at the termination of the tender offer, Ameribank had
acquired 588,146 additional shares of Common Stock. Ameribank has purchased
additional shares of Common Stock and Preferred Stock in several private
transactions and now holds 62% of outstanding Common Stock and 89% of the
outstanding Preferred Stock. See "SPECIAL FACTORS--Background of the Merger"
and "BENEFICIAL OWNERSHIP OF SHARES--Certain Transactions in Common Stock and
Preferred Stock."At a Special Meeting of the Board held on June 14, 1996,
Ameribank presented a written proposal to merge the Company into Ameribank for
a cash price of $1,300,000 for all of the outstanding shares of Common Stock
and Preferred Stock of the Company not already owned by Ameribank, subject to
certain conditions.

Because three of the five members of the Board were affiliated with
Ameribank, the Board appointed a Special Committee of the Board of Directors
comprised of Mr. Nichols and Mr. Rappaport. Neither Mr. Nichols nor Mr.
Rappaport have any financial or personal interest in Ameribank and neither of
them are officers, directors, employees or stockholders of Ameribank. The
Special Committee's role was to: (i) evaluate any offer by Ameribank to merge
the Company with Ameribank; (ii) negotiate the terms and conditions of any cash
merger with Ameribank; and (iii) make a recommendation to the Board of
Directors of the Company. The Shareholders were advised of the Ameribank
proposal and appointment of a Special Committee by letter dated June 17, 1996
from George N. Cook, Jr. ("Mr. Cook") the Chairman of the Board. See "SPECIAL
FACTORS -- Appointment of and Deliberations by the Special Committee."

In July 1996, the Special Committee interviewed representatives of several
law firms and investment banking firms to obtain legal counsel and financial
advice for the Special Committee in the performance of its duties and to assist
the Special Committee in its negotiations with Ameribank. The Special
Committee retained the law firm of Conner & Winters (the "Special Committee
Counsel") and the investment banking firm of George K. Baum & Company ("Baum &
Company"), both of which have experience in transactions as proposed by
Ameribank. On August 5, 1996, the Special Committee sent a letter to the
Shareholders notifying them of the engagement of a financial advisor and legal
counsel. The Special Committee also, based on a recommendation by the Special
Committee Counsel, authorized the Chairman of the Special

<PAGE> 14

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Committee to interview and recommend to the Special Committee employment of an
appraiser to perform an appraisal on the bank building (the "Bank Tower")
located in Del City, Oklahoma and owned by United Bank, Del City, Oklahoma
("United"), the wholly owned subsidiary of the Company. See "SPECIAL
FACTORS--Appointment of and Deliberations by the Special Committee."

On July 23, 1996 the Special Committee met with representatives of, and
legal counsel for Ameribank. Ameribank agreed to extend expiration of its
offer from August 1, 1996 to November 1, 1996. Ameribank further indicated its
offer of $1,300,000 was based, in part, on an appraisal of United by GRA, Petty
& Co. The Special Committee requested a copy of the report by GRA, Petty & Co.
and an explanation of how Ameribank determined the $1,300,000 price in its
offer.

On August 16, 1996, the Special Committee met with representatives of the
Special Committee Counsel, Baum & Company and the Company. The Company was
instructed on how to assist Baum & Company in its review of the Company's
records. The Company and Baum & Company were also advised by the Special
Committee Counsel of the current law in Oklahoma and Delaware to be considered
when determining the fair value of the Company. At the meeting, the Special
Committee further discussed various valuation issues of the minority shares of
the Company; including, the difficulty in selling the minority Stock to a buyer
other than Ameribank and the current trading price of the Stock.

By letter dated September 5, 1996, counsel for Ameribank advised the
Special Committee of the method used by Ameribank in determining the $1,300,000
offer, which included a minority discount of the Stock. In this letter,
counsel for Ameribank further advised that Ameribank had not received any
offers to purchase the Company and that Ameribank would provide the Special
Committee with a copy of the GRA, Petty & Co. appraisal at such time as the
Special Committee informed Ameribank that it has developed a reasonable basis
for valuation of the minority Stock.

On October 18, 1996 the Special Committee had a meeting to discuss
valuation of the minority Stock by representatives of Baum & Company and to
review the appraisal performed by R.W. Finley & Co., Inc. of the Bank Tower.
As of August 31, 1996, the appraisal estimated the value of the Bank Tower at
$2,950,000. The Special Committee and Baum & Company then reviewed the
proposed opinion of Baum & Company concerning the valuation of the Company.
The Special Committee was advised by Baum & Company that a price of $58.35 per
share for the minority held Preferred Stock and $0.754 per share for the
minority held Common Stock, being a valuation without a minority discount and
which came to a total of $1,679,131 for the minority Stock, was fair from a
financial point of view based upon Baum & Company's methods for determining
value. Baum & Company delivered its written fairness opinion, dated October
25, 1996 to the Special Committee. At the same meeting, the Special Committee
Counsel advised the Special Committee that minority discounts are not
appropriate under Oklahoma and Delaware law.

<PAGE> 15

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RECOMMENDATION OF BOARD OF DIRECTORS AND THE SPECIAL COMMITTEE

On October 28, 1996, the Special Committee met with representatives of
Ameribank to negotiate the price offered for the Common Stock and the Preferred
Stock not owned by Ameribank. As a result of these negotiations, the Special
Committee recommended to the Board that a revised proposal by Ameribank be
accepted. Under the revised proposal, Ameribank would pay a total of
$1,700,000 for all the shares of Stock not owned by Ameribank with $58.35 per
share allocated to holders of Preferred Stock and the balance to be paid to
holders of Common Stock. The Special Committee's financial advisor advised the
Special Committee that, in the advisor's opinion, consideration in these
amounts is fair from a financial point of view. Based upon the recommendations
of the Special Committee, the Board approved the proposed Merger. See "SPECIAL
FACTORS--Appointment of and Deliberations by the Special Committee".

Mr. Cook wrote to the Shareholders on November 4, 1996, notifying them of
the revised proposal and stating that completion of the proposed merger
transaction was subject to preparation of a mutually satisfactory merger
agreement with Ameribank, certain filings and approvals with regulatory
agencies and approval by vote of holders of a majority of the shares of Common
Stock and Preferred Stock, each voting as a class at a Special Shareholder's
meeting. On December 3, 1996, the Special Committee met with the Special
Committee's Counsel to review the proposed Merger Agreement with Ameribank.
The members of the Special Committee approved the Merger Agreement and passed a
recommendation that the Board enter into the Merger Agreement. Following the
meeting of the Special Committee, the Board met to consider the Special
Committee's recommendation and after discussion, voted to approve the Merger
Agreement as recommended by the Special Committee and to authorize the
execution of the Merger Agreement on behalf of the Company. Mr. Cook again
wrote to the Shareholders on December 5, 1996, advising the Shareholders of the
execution of the Merger Agreement and stating that completion of the Merger was
subject to preparation of all necessary filings and approvals with regulatory
agencies and the approval by vote of holders of a majority of the shares of the
Company's Common Stock and Preferred Stock, each voting as a class at a Special
Shareholder's meeting. See "SPECIAL FACTORS -- Appointment of and
Deliberations by the Special Committee."

On December 12, 1996, the Company filed a Current Report on Form 8-K with
the Commission reporting the Merger Agreement between Ameribank and the
Company.

During the first part of January 1997, counsel for Ameribank provided the
Special Committee Counsel with copies of certain Form 4s, which indicated that
from January 1, 1996 through June 30, 1996, Ameribank bought Preferred and
Common Stock from certain shareholders of the Company at a price between $18.00
and $49.50 per share for Preferred Stock and not more than $0.50 per share for
Common Stock. The Special Committee Counsel forwarded the Form 4s to the
Special Committee and Baum & Company.

As a result of the additional information in the Forms 4, the Special
Committee, along with the Special Committee Counsel held a telephonic meeting
on January 14, 1997, with a representative of Baum & Company. In light of the
information provided in the Form 4s, the Special Committee inquired of Baum &
Company as to whether the fairness opinion of Baum &

<PAGE> 16

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Company, dated October 25, 1996, would change and whether the $1,700,000 total
purchase price to be paid by Ameribank for the Common Stock and Preferred Stock
held by non-Ameribank Shareholders was still fair from a financial point of
view. Baum & Company's representative advised that there was no need to
redetermine if the Total Consideration was fair from a financial point of view
since Ameribank was offering $58.35 per share for the Preferred Shares and
$0.754 per share for the Common Stock which was a premium over the highest
price of $49.50 and $0.50 previously paid by Ameribank for the Preferred Stock
and Common Stock, respectively, as indicated in the Form 4s. As a result,
Baum & Company determined the Merger was still fair from a financial point of
view.

The Special Committee reaffirmed its approval and recommendation to the
Board of the Merger, subject to (i) Ameribank or its counsel certifying that
during the past twelve (12) months the maximum price paid by Ameribank has not
exceeded $49.50 and $ 0.50 for Preferred and Common Stock, respectively, and
(ii) receipt of the supplemental fairness opinion from Baum & Company that the
aggregate price of $1,700,000 to be paid by Ameribank to non-Ameribank
Shareholders is fair from a financial point of view, as set forth in Baum &
Company's fairness letter of October 25, 1996.

As requested by the Special Committee, Ameribank's counsel informed the
Special Committee Counsel that (i) Ameribank has not paid more than $0.50 per
share for shares of Common Stock, and (ii) Ameribank made an offer in July,
1995, to purchase shares of Preferred Stock for $18.00 per share and
subsequently acquired additional shares of Preferred Stock through private
purchases at amounts between $18.00 and $49.50 per share. Ameribank further
advised that it had entered into separate stock purchase agreements with
several Shareholders of the Company, which agreements provided that if within
one (1) year form the date of the stock purchase agreement, Ameribank should
enter into a merger with the Company in which Ameribank pays a higher price,
Ameribank will pay the sellers the difference in cash. Ameribank also provided
the Special Committee Counsel copies of these stock purchase agreements.

By letter dated January 23, 1997 to the Special Committee, Baum & Company
issued its supplemental opinion which indicated that, even with the additional
information regarding the Preferred Stock purchased by Ameribank, Baum &
Company finds the Total Consideration to be paid to the holders of Common and
Preferred Stock to be fair from a financial point of view, as set forth in its
letter dated October 25, 1996.

On January 27, 1997, the Special Committee, along with the Special
Committee's Counsel held a telephonic meeting. After review of the letter from
Ameribank's counsel dated January 16, 1997, and the supplemental fairness
opinion issued by Baum & Company dated January 23, 1997, the Special Committee
reaffirmed its approval and recommendation to the Board that the Merger should
be consummated for an aggregate price of $1,700,000. For a description of the
factors considered in the determination of the Common Consideration and the
Preferred Consideration and the fairness of the transaction, see "SPECIAL
FACTORS -- Appointment of and Deliberations by the Special Committee --
Fairness of the Transaction, -- Opinion of the Financial Advisor." For a
description of the events leading up to the approval of the Merger Agreement,
see "SPECIAL FACTORS -- Background of the Merger."

<PAGE> 17

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For a discussion of the factors considered by the Board in reaching its
determination, see "SPECIAL FACTORS -- Proceedings of the Board and
Recommendation of the Special Committee -- Fairness of the Transaction and --
Opinion of the Financial Advisor."

THE BOARD HAS APPROVED THE MERGER AGREEMENT EVEN THOUGH MEMBERS OF THE
BOARD HAVE CERTAIN INTERESTS WHICH MAY PRESENT THEM WITH CONFLICTS OF INTEREST
IN CONNECTION WITH THE MERGER. See "SPECIAL FACTORS -- Interest of Certain
Persons in the Merger; Conflicts of Interest."

OPINION OF FINANCIAL ADVISOR

The Special Committee engaged Baum & Company to act as its financial
advisor in connection with the Merger and related matters. Prior to the Board
meeting on October 28, 1996, Baum & Company delivered to the Special Committee
its written opinion that the Merger is fair from a financial point of view to
Shareholders (other than Ameribank). The full text of the opinion of Baum &
Company, which sets forth the procedures followed, matters considered and
assumptions made in connection with rendering such opinion is attached as ANNEX
C and should be read in its entirety as should the supplemental letter of Baum
& Company, dated January 23, 1997, attached as ANNEX D. For a summary of the
Baum & Company opinion, including the procedures followed, the matters
considered and the assumptions made by Baum & Company in arriving at its
opinion, see "SPECIAL FACTORS -- Opinion of Financial Advisor".

FAIRNESS OF THE TRANSACTION

In concluding that a total consideration of $1,700,000 was a fair price
for the Common and Preferred Stock of the Company not owned by Ameribank, the
Special Committee and Ameribank considered a number of factors which are set
out in detail under "SPECIAL FACTORS -- Fairness of the Transaction."

The structure of the acquisition as a Merger was proposed by Ameribank and
conditioned upon Ameribank obtaining 100% ownership of the Company, thus
eliminating the separate existence of the Company. The Special Committee
negotiated the Total Consideration and the terms of the Merger Agreement with
Ameribank. At the Effective Time, the Company will merge into Ameribank and
Ameribank will be the surviving corporation. See "SPECIAL FACTORS--Structure
and Purpose of the Merger."

INTERESTS OF CERTAIN PERSONS IN THE MERGER; CONFLICTS OF INTEREST

In considering the recommendation of the Special Committee and the
approval of the Board with respect to the Merger, Shareholders should be aware
that three members of the Board have interests summarized below which present
them with conflicts of interest in connection with the Merger Agreement. The
Special Committee was aware of these conflicts and considered them among the
other matters described under "SPECIAL FACTORS -- Background of the Merger"
"Appointment of and Deliberations by the Special Committee" -- "Proceedings of
the Board and

<PAGE> 18

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Recommendation of the Special Committee -- Fairness of the Transaction." See
"SPECIAL FACTORS -- Interests of Certain Persons in the Merger; Conflicts of
Interest."

OWNERSHIP OF THE COMPANY AND UNITED AFTER THE MERGER. Ameribank and
Messrs. Cook, D. Wesley Schubert ("Mr. Schubert") and J. Michael Adcock ("Mr.
Adcock") entered into a Stock Purchase Agreement, dated November 3, 1995, which
provides that, subject to certain conditions, Ameribank will sell to each of
them 16.33% of the total number of shares of Common Stock and Preferred Stock
which Ameribank owns. Mr. Adcock transferred his rights pursuant to this Stock
Purchase Agreement to Mrs. Adcock. Messrs. Cook and Schubert and Mrs. Adcock
have entered into an Addendum to the Stock Purchase Agreement which will permit
each of them, if the Merger is consummated, to acquire 16.33% of the
outstanding shares of common stock in United. If the Merger is consummated,
the Company will be merged into Ameribank and Ameribank will be the surviving
entity. See "CERTAIN INFORMATION REGARDING AMERIBANK" and "SPECIAL FACTORS --
Background of the Merger."

DIRECTORS OF THE COMPANY AFTER THE MERGER. The Merger Agreement provides
that, after the Merger, the current directors of Ameribank will continue as the
directors of the surviving corporation, until their successors are duly elected
or appointed in accordance with applicable law.

EMPLOYMENT OF COMPANY'S EMPLOYEES. Ameribank has indicated that,
subsequent to the Merger, the current officers and employees of the Company
will remain in such capacities with the surviving corporation.

INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the Company's
Certificate of Incorporation, the Bylaws, the Merger Agreement, certain
indemnification arrangements, and under currently effective officers' and
directors' liability insurance, the Company's officers and directors may have
certain rights to indemnification with respect to any litigation relating to
the Merger. See "SPECIAL FACTORS -- Interests of Certain Persons in the
Merger; Conflicts of Interest," and "THE MERGER -- Certain Covenants of the
Company and Ameribank."

FINANCING OF THE MERGER

Ameribank will be required to pay the Total Consideration of $1,700,000
under the Merger Agreement plus the expenses in connection with the Merger.
Ameribank has represented to the Company that it has sufficient cash to enable
it to consummate the Merger which Ameribank will receive through an existing
line of credit and a possible dividend to Ameribank from American National Bank
& Trust Company, Shawnee, Oklahoma ("ANB") a subsidiary of Ameribank. The line
of credit to Ameribank is evidenced by a revolving promissory note with
Boatmen's First National Bank of Oklahoma in the maximum principal amount of
$2,700,000. As of December 31, 1996, the principal balance outstanding was
$100,000. See "SPECIAL FACTORS -- Financing of the Merger."

<PAGE> 19

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EXPENSES OF THE MERGER

Whether or not the Merger is consummated, Ameribank has agreed to pay all
reasonable expenses and disbursements incurred in connection with the
transactions contemplated by the Merger Agreement. See "SPECIAL FACTORS --
Expenses of the Merger."

CONDITIONS TO THE MERGER

The obligations of the parties to consummate the Merger are subject to the
approval of the Merger Agreement by the Shareholders of the Company, and
compliance with other covenants and conditions. See "THE MERGER -- Conditions
to the Merger, Waiver" and "-- Certain Covenants of the Company and Ameribank."

EXCHANGE OF CERTIFICATES

As soon as practicable following the Effective Time, a letter of
transmittal and instructions for use in surrendering certificates of Common
Stock and Preferred Stock will be mailed to all Shareholders except Ameribank.
Shareholders must return the completed letters of transmittal and their
certificates in accordance with the instructions in order to exchange their
certificates for the Common Consideration or Preferred Consideration to be
received by such shareholder.

At or promptly after the Effective Time, cash in an amount sufficient to
pay all Shareholders the amounts to which they will become entitled as a result
of the Merger will be deposited with Liberty Bank and Trust Company of Oklahoma
City, N.A. (the "Exchange Agent"). As soon as practicable after the Effective
Time, the Exchange Agent will commence distributing cash to each shareholder
(other than Ameribank) upon the surrender by such shareholder of certificates
for Common Stock or Preferred Stock accompanied by a duly executed letter of
transmittal. After the Merger, each outstanding certificate which prior
thereto represented issued and outstanding shares of Common Stock or Preferred
Stock shall be deemed for all purposes to represent only the right of the
holder to receive $0.776901 in cash, without interest, per share of Common
Stock, or $58.35 in cash, without interest, per share of Preferred Stock (other
than shares held by Ameribank).

HOLDERS OF COMMON STOCK AND PREFERRED STOCK SHOULD NOT FORWARD THEIR STOCK
CERTIFICATES WITH THE ENCLOSED PROXY CARD. TRANSMITTAL MATERIALS AND
INSTRUCTIONS RELATING TO STOCK CERTIFICATES WILL BE MAILED TO SHAREHOLDERS AS
SOON AS PRACTICABLE AFTER THE EFFECTIVE TIME. SEE "THE MERGER."

FEDERAL INCOME TAX CONSEQUENCES

Generally, if the Merger is consummated, each shareholder of record at the
Effective Time (other than Ameribank) will be entitled to receive cash for
their Stock and will recognize taxable gain or loss for federal income tax
purposes equal to the difference, if any, between the

<PAGE> 20

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amount of such cash received and the tax basis of the Stock exchanged. Each
shareholder should consult such shareholder's tax adviser as to the particular
consequences of the Merger to such shareholder, including the application of
state, local and foreign tax laws. See "SPECIAL FACTORS -- Certain Federal
Income Tax Consequences of the Merger."

CERTAIN LITIGATION CONCERNING THE PROPOSED MERGER

The Company is not subject to any material legal proceedings and no
litigation has been filed concerning the Merger.

BUSINESS OF THE COMPANY

The Company is a one bank holding company registered under the Bank
Holding Company Act. See "BUSINESS OF THE COMPANY." The Company is
incorporated in Oklahoma and its principal executive offices are located at
4600 S.E. 29th Street, Del City, Oklahoma 73115; telephone number (405)
677-8711.

SELECTED CONSOLIDATED FINANCIAL DATA

The table in "BUSINESS OF THE COMPANY -- Selected Consolidated Financial Data"
sets forth selected historical financial information for the Company for each
of the five years in the period ended December 31, 1996. The information
should be read in conjunction with "BUSINESS OF THE COMPANY -- Management's
Discussion and Analysis of Results of Operations and Financial Condition." The
Company's audited financial statements for the fiscal years ended December 31,
1996, December 31, 1995, December 31, 1994 and December 31, 1993 are
incorporated herein by reference to the Company's Annual Report on Form 10-K
for the years ended December 31, 1996, December 31, 1995, December 31, 1994 and
December 31, 1993. As the Company's existence will be eliminated in the Merger,
pro forma data disclosing the effect of the Merger on its balance sheet,
statement of income, earnings per share amounts, ratio of earnings to fixed
charges and book value per share is not provided.

DIVIDENDS

The Company has 145,199 shares of Preferred Stock outstanding which have
an aggregate par value of $4,355,970. No dividends have been paid on the
Preferred Stock since October 1, 1985. Cumulative unpaid dividends at
September 30, 1996, amount to $4,312,450 or approximately $29.70 per share.
All accumulated dividends on Preferred Stock will remain undeclared and unpaid
prior to and during the Merger. Until the dividends payable on the Preferred
Stock are brought current, no dividends may be paid on the Common Stock. No
dividends have been paid on the Common Stock in the last 44 quarters or 11
years.

<PAGE> 21

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SPECIAL FACTORS

BACKGROUND OF THE MERGER

In November 1994, Mr. Cook and Michael Adcock ("Mr. Adcock)", directors of
Ameribank, met with Willis J. Wheat, a director and the President of the
Company, to discuss the possible sale to Ameribank of approximately 28% of the
Common Stock and approximately 64% of the Preferred Stock. Over the next six
months, representatives of Ameribank and the Company had substantial contacts
to negotiate for the purchase by Ameribank of stock from various officers and
directors of the Company and reached an agreement in April, 1995, for Ameribank
to acquire 702,266 shares of Common Stock, or 27.7% of the outstanding shares
of Common Stock, and 92,790 shares of the Preferred Stock, or 63.9% of the
outstanding shares of Preferred Stock, from seven shareholders of the Company.
During the course of these negotiations, a subsequent merger transaction was
discussed in general, but no specific proposals were presented.

In April 1995, Ameribank filed an application with the Federal Reserve
Board seeking approval to acquire more than 5% of the outstanding shares in the
Company. On April 27, 1995, the Federal Reserve Board approved the transaction
for consummation on or after fifteen calendar days following that date.

On May 16, 1995, the acquisition was completed. At the date of closing of
this acquisition of Common Stock and Preferred Stock, the Board consisted of 3
directors: Mrs. Gladys Tucker, Willis J. Wheat and J. N. Ainsworth. At the
closing on May 16, 1995, Mrs. Tucker resigned as a director and Ameribank's
designee, Mr. Cook, was elected as a director of the Company to fill such
vacancy by the remaining members of the Board. Pursuant to an agreement with
Ameribank, Messrs. Wheat and Ainsworth resigned as directors and officers of
the Company effective June 15, 1995. Mr. Schubert and Mr. Adcock, designees of
Ameribank, were elected as directors of the Company to fill such vacancies by
the remaining director of the Company. After the election of Messrs. Schubert
and Adcock to the Board, Ameribank effectively controlled the Company. Messrs.
Cook, Schubert and Adcock are officers and directors of both the Company and
Ameribank and have been involved in every decision by Ameribank to acquire
additional shares.

In July, 1995, Ameribank decided to seek to acquire additional shares of
Preferred Stock and on July 20, 1995, sent a letter to all holders of Preferred
Stock offering to purchase all outstanding shares of Preferred Stock for $18.00
per share. As a result of that offer, Ameribank acquired an additional 8,256
shares of the Preferred Stock. During the balance of 1995, Ameribank purchased
4,995 additional shares of the Preferred Stock.

On September 29th and October 2nd of 1995, Ameribank entered into two
separate Stock Purchase Agreements for 84,000 and 66,000 shares of Common
Stock, respectively for $0.50 per share.

On November 3, 1995, Ameribank commenced a tender offer to purchase up to
1,478,036 shares of Common Stock for a price of $0.50 per share. The number of
shares sought in the tender offer was subsequently decreased and, when the
offer terminated on December 29, 1995, Ameribank had acquired 588,146
additional shares of Common Stock. Ameribank has purchased additional shares
of Common Stock and Preferred Stock in private transactions and presently owns
a total of 1,559,598 shares of Common Stock and 129,016 shares of Preferred
Stock representing approximately 62% of the outstanding shares of Common Stock
and 89% of the outstanding shares

<PAGE> 22

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of Preferred Stock, respectively. See "BENEFICIAL OWNERSHIP OF SHARES --
Certain Transactions in Common Stock and Preferred Stock."

Ameribank and Messrs. Cook, Schubert and Adcock entered into a Stock
Purchase Agreement, dated November 3, 1995, which provided that Ameribank will
sell to each of Messrs. Cook, Schubert and Adcock 16.33% of the total number of
shares of Common Stock and Preferred Stock which Ameribank owns or acquires in
future purchases; whereby the aggregate stock ownership in Ameribank by Messrs.
Cook, Schubert and Adcock after the Merger will be 49% (16.33% each). The
purpose of the Stock Purchase Agreement is to provide an opportunity for
additional compensation to Messrs. Cook, Schubert and Adcock for their services
in enhancing the potential value of Ameribank's investment in the Company. The
terms provided that the purchase price for such Stock would be the price at
which Ameribank acquired the shares plus interest, accrued from the date of
Ameribank's acquisition of such Stock to the closing of the purchase
contemplated by the agreement, at a rate equal to the base rate of interest of
Chase Manhattan Bank, N.A. from time to time. The consummation of the
transactions is subject to (1) approval from the Federal Reserve System; (2)
the entering into by the parties of a Shareholders' Agreement restricting the
future transfer of the Stock by Messrs. Adcock, Schubert and Cook; and (3) the
entering into by the parties of a Voting Trust Agreement appointing Ameribank
as Trustee to vote the shares of Common Stock. On November 27, 1996, Mr.
Adcock entered into an agreement with his wife, Dona B. Adcock, transferring
to her his rights to purchase shares of the Company under the Stock Purchase
Agreement. Mrs. Adcock is the daughter of Mr. Bodard, the sole shareholder of
Ameribank. Messrs. Cook and Schubert and Mrs. Adcock have entered into an
Addendum to the Stock Purchase Agreement with Ameribank dated January 27, 1997,
whereby Ameribank agrees that if the Merger is consummated, Ameribank will sell
to each of Messrs. Cook and Schubert and Mrs. Adcock 16.33% of the total number
of shares of outstanding common stock of United at a price per share equal to
the total consideration, plus costs and interest paid by Ameribank for the
Stock, divided by the total number of outstanding shares of common stock of
United, and on the same terms and subject to the same conditions as previously
agreed.

In March, 1996, Mr. Cook invited David A. Nichols ("Mr. Nichols"), to join
the Board as an independent director. Mr. Cook has known Mr. Nichols since
1984 and had the opportunity to work with Mr. Nichols on loan transactions and
participation agreements during the course of their acquaintance.

At the annual meeting of shareholders held on April 25, 1996, Mr. Nichols
was elected as a director of the Company and Mr. Adcock was re-elected as a
director of the Company to serve in addition to Mr. Cook and Mr. Schubert.

Mr. Rappaport has been a member of the Board of Directors of United since
January 30, 1989. In May, 1996, Messrs. Cook and Adcock asked Mr. Rappaport if
he would serve as a director of the Company. On May 25, 1996, Mr. Rappaport
was elected to the Board by the unanimous vote of the directors.

<PAGE> 23

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APPOINTMENT OF AND DELIBERATIONS BY THE SPECIAL COMMITTEE

As previously stated, Ameribank owns approximately 62% of the Common Stock
and approximately 89% of the Preferred Stock. By virtue of its stock ownership
of the Company, Ameribank controls the Company. In addition, three members of
the Board are officers, directors and management employees of Ameribank. Two
members of the Board, Mr. Rappaport and Mr. Nichols, are not affiliates of
Ameribank, do not have a financial interest in Ameribank and have not served as
an officer, director, or employee of Ameribank.

During June, 1996, Ameribank presented a written offer to the Company to
merge the Company into Ameribank, and as consideration therefor, Ameribank
offered to pay $1,300,000 in cash for all the shares of Common Stock and
Preferred Stock of the Company not owned by Ameribank, subject to the execution
of a binding merger agreement by the Company and Ameribank, receipt of
approval, if required, from applicable regulatory agencies and approval of the
merger by the Shareholders. Ameribank provided that its offer would expire on
August 1, 1996.

Since three members of the Board were affiliated with Ameribank and had a
financial interest in the proposal, the Board established a Special Committee
of the Board, consisting of Mr. Rappaport and Mr. Nichols, who have no
financial interest in Ameribank and have not been officers, directors, or
employees of Ameribank. The Special Committee was authorized to evaluate any
offer by Ameribank, to negotiate for the Company concerning the terms and
conditions of any proposal as to a merger with Ameribank and to make a
recommendation to the Board regarding such merger. The Board further
authorized the Special Committee to engage a financial advisor to provide the
Special Committee with financial and other business advice, legal counsel to
advise the Special Committee concerning relevant legal issues in discharging
its duties and responsibilities and such other advisers as the Special
Committee deems necessary to carry out its duties. The Shareholders were
informed of the Ameribank proposal and appointment of a Special Committee by
letter dated June 17, 1996, from Mr. Cook, the Chairman of the Board.

On June 19, 1996, the Special Committee met and interviewed two (2) law
firms in connection with the possible representation of the Special Committee.
One of the law firms interviewed was Conner & Winters. During the interview,
Irwin H. Steinhorn, a member and director of Conner & Winters advised the
Special Committee that the firm has represented numerous publicly held
companies and has represented publicly held companies in connection with
mergers and other similar transactions. Mr. Steinhorn further advised the
Special Committee that (i) approximately two (2) years ago and while he was a
member of another law firm, he received a call from Mr. Adcock, counsel for,
and a director of, Ameribank regarding certain filings with the Commission by
Ameribank in connection with Ameribank's initial purchase of shares of Common
Stock and Preferred Stock and that (ii) other attorneys in Mr. Steinhorn's
previous law firm may, at or about the same time, have also advised Ameribank
in connection with the purchase of such Stock. Mr. Steinhorn further informed
the Special Committee that, other than this previous representation neither he
nor Conner & Winters have performed any legal services for Ameribank or the
Company, and that he did not believe that Conner & Winters, if selected to
represent the Special Committee, would have a conflict in connection with such
representation. Representatives of Ameribank advised the Special Committee
that certain attorneys in Mr. Steinhorn's previous law firm (other than Mr.
Steinhorn) had represented Ameribank in its initial purchase of Common Stock
and Preferred Stock and that such representation had ceased prior to the end of
May, 1995.

<PAGE> 24

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After interviewing the two (2) law firms, the Special Committee determined
that Conner & Winters did not have a conflict in representing the Special
Committee and Conner & Winters had expertise in representing publicly held
companies involved in mergers and similar transactions. As a result, the
Special Committee retained Conner & Winters as the Special Committee Counsel.

On July 15, 1996, the Special Committee met and interviewed two investment
banking firms for the purpose of retaining one to act as the financial advisor
to the Special Committee in connection with Ameribank's offer and to advise the
Special Committee as to a fair price to the non-Ameribank Shareholders from a
financial point of view.

On July 23, 1996, the Special Committee met for the purposes of selecting
an investment banking firm. At such meeting, the Special Committee unanimously
retained Baum & Company, who had advised the Special Committee that it has had
no prior involvement with Ameribank or the Company, as its financial advisor
based on Baum & Company's experience with providing financial and business
advice to publicly held bank holding companies and the type of transaction
being proposed by Ameribank. It was agreed that the Company would pay Baum &
Company for its services to the Special Committee a fee of Twenty-Five Thousand
Dollars ($25,000), plus 0.1% of the total cash merger price payable to
non-Ameribank Shareholders if a merger with Ameribank is consummated, all
reasonable travel and out-of-pocket expenses incurred by Baum & Company in
connection with, or arising out of, its services to the Special Committee and
up to Two Thousand Five Hundred Dollars ($2,500) for Baum & Company's outside
legal expenses, if any, in connection with questions from the Commission or
comments regarding Baum & Company's fairness opinion and analysis. It was
further agreed that the Company would indemnify Baum & Company for any losses
or claims made against Baum & Company as a result of, among other things, its
services performed on behalf of the Special Committee, except if it is
judicially determined by a court of competent jurisdiction in a final judgment
that such claim or loss resulted from Baum & Company's bad faith, reckless
disregard, gross negligence or willful misconduct. Baum & Company was not
provided any specific instructions from the Special Committee in performing its
review, nor did the Special Committee impose any limitations on the scope of
Baum & Company's investigation. On August 5, 1996, the Special Committee sent
a letter to the Shareholders notifying them of the engagement of a financial
advisor and legal counsel.

At the meeting of the Special Committee held on July 23, 1996, based on
the recommendation of Special Committee Counsel, the Special Committee
determined that it needed a current MAI appraisal on the Bank Tower. The
Special Committee authorized Mr. Rappaport, Chairman of the Special Committee,
to interview and recommend to the Special Committee a qualified appraiser.

The company recommended by Mr. Rappaport and selected by the Special
Committee was R.W. Finley Co, Inc. ("Finley"). Finley is a real estate
consultant and appraisal company which utilizes appraisers who are MAI
designated by the Appraisal Institute and who are certified by the State of
Oklahoma. The selection of Finley to perform the Bank Tower appraisal was made
by the Special Committee because of Finley's experience, including a previous
appraisal of the Bank Tower in 1989 at the direction of United and reputation.
The Special Committee believed

<PAGE> 25

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that Finley's familiarity with the Bank Tower would expedite obtaining an
appraisal. After the 1989 appraisal and until the engagement for the August
31, 1996 appraisal, Finley performed no other work for UOB. No material
relationship currently exists or existed during the past two years, or is
mutually understood to be contemplated between Finley, its affiliates and UOB
or its affiliates.The Special Committee adjourned its July 23, 1996, meeting to
meet with representatives of Ameribank. Also in attendance at the meeting was
legal counsel for the Special Committee. Upon the request of the Special
Committee, Ameribank agreed to extend the expiration date of its offer from
August 1, 1996 to November 1, 1996. Members of the Special Committee requested
Ameribank to advise the Special Committee as to the basis used by Ameribank in
arriving at its offer of $1,300,000 for all shares of Common and Preferred
Stock of the Company not owned by Ameribank. Representatives of Ameribank
advised the Special Committee that the value of the outstanding shares of the
Company held by non-Ameribank Shareholders was based, in part, on an appraisal
of United prepared by GRA, Petty & Co., in 1996. The 1996 appraisal by GRA,
Petty & Co., updated an appraisal previously prepared by GRA, Petty & Co. in
1995, prior to the July 1995 offer by Ameribank to purchase additional shares
of Preferred Stock. GRA, Petty & Co. is a real estate consultant and appraisal
company which utilizes appraisers who are MAI designated by the Appraisal
Institute and who are certified by the state of Oklahoma. The selection of
GRA, Petty & Co. to perform the appraisal of United was made by Ameribank
because of GRA, Petty & Co. experience and reputation, and that GRA, Petty &
Co. had performed an appraisal of United in 1995 at the direction of Ameribank.
Ameribank believed that GRA, Petty & Co.'s familiarity with United would be
beneficial in obtaining an appraisal. From the time of the 1995 appraisal to
the time of the engagement for the 1996 appraisal, GRA, Petty & Co. performed
no other work for Ameribank and furthermore, there is no material relationship
which currently exists or which existed during the past two years or which is
mutually understood to be contemplated between GRA, Petty & Co., its affiliates
and Ameribank or its affiliates. The Special Committee requested a copy of the
1996 report by GRA, Petty & Co. and an analysis as to how Ameribank arrived at
the $1,300,000 offer.

On August 16, 1996, the Special Committee met with representatives of the
Special Committee Counsel, Baum & Company, and the Company. The Company's
representative was instructed to assist Baum & Company in its review of the
Company's and United's records and to provide to Baum & Company copies of all
documents as requested by Baum & Company. The representative of the Company
also discussed with the Special Committee, and representatives of Baum &
Company and the Special Committee Counsel, the pending safety and soundness
examination by the bank examiners and the availability of reports on prior
examinations for review by Baum & Company. During the meeting, the
representative of Baum & Company requested copies of numerous documents from
the Company including, but not limited to, copies of Schedule 13D filings with
the Commission by Ameribank involving Ameribank's purchases of Common and
Preferred Stock of the Company.

At such meeting, the Special Committee and Baum & Company were advised by
the Special Committee Counsel that the OGCA was originally based on the
Delaware General Corporation Law ("Delaware Law"), and, as a result, should be
interpreted in accordance with the Delaware decisions. Under the Delaware Law,
the Delaware decisions have concluded that "fair value" is to be used to
determine the value of minority stock, and that to determine "fair value" a

<PAGE> 26

-24-

company must be viewed as a going concern and includes the use of all generally
accepted techniques of valuation used in the financial community and should
take into account all relevant factors, except speculative elements of value,
that may arise from the accomplishment or expectation of the merger. Special
Committee Counsel discussed with the Special Committee and Baum & Company the
various factors the Delaware decisions have considered in determining fair
value of minority stock. Special Committee Counsel further advised the Special
Committee and Baum & Company that present court decisions in both Delaware and
Oklahoma have held that the application of a discount to minority shares is
contrary to the requirement that the company be viewed as a going concern and
application of a minority discount is not appropriate.

At the August 16, 1996, meeting, the Special Committee requested that
Special Committee Counsel request from Ameribank a copy of the appraisal by
GRA, Petty & Co. and an analysis as to the basis used by Ameribank to arrive at
the $1,300,000 offer for the outstanding non-Ameribank shares of the Company.
The Special Committee further discussed with its financial advisor and Special
Committee Counsel that since Ameribank presently owns more than a majority of
all outstanding classes of Stock of the Company and controls the Company, it
would be difficult, if not impossible, to find another potential buyer for the
minority shares of the Company, and that if the price to be paid by Ameribank
for the minority shares of the Company is fair and consistent with legal
requirements, Ameribank would be the appropriate party to buy the outstanding
minority shares of the Company. The Special Committee requested Special
Committee Counsel to request from Ameribank as to whether Ameribank has
received any offers to acquire the Company, and if so, the terms of such offer.
The Special Committee reviewed the records of the Company available to the
Special Committee and Baum & Company as to any recent transactions involving
the Company's Common Stock and copies of Schedule 13D filings as to the
purchase price paid for the Company Common Stock and Preferred Stock in recent
transactions. It was noted that there were very few trades in the Company
Common Stock over the last twelve months. Based on Schedule 13D filings with
the Commission during the past twelve months, Baum & Company noted that during
such period the maximum price paid for shares of Common Stock of the Company
was $0.60 per share.

The Special Committee noted that there is no market for the Company's
outstanding Preferred Stock, and, based on Schedule 13D filings with the
Commission provided to the Special Committee and George K. Baum, the only
transactions in Preferred Stock since July, 1995, were by Ameribank at $18.00
per share.

By letter dated September 5, 1996, counsel for Ameribank advised that
Ameribank used the following methodology to arrive at the $1,300,000 offer:
(i) total market value of the Company was arrived at by three methods, all of
which counsel for Ameribank advised resulted in similar values: (a) using the
GRA, Petty & Co. appraisal of the Company of approximately $10,382,000; (b)
determining market value by multiplying the five year average earnings of the
Company (assuming that the Company earnings for 1996 reaches $725,000) of
$756,000 by 13.5 (which counsel for Ameribank advised was based on Sword &
Associates Banking Company Report as being the multiple that banks with the
Company's characteristics were selling for in 1995), resulting in a market
value for the Company of approximately $10,260,000; and (c) book value method
determined by stockholders' equity of the Company at March 31, 1996 of
$7,987,000, less

<PAGE> 27

-25-

net book value of land and buildings of $3,500,053, resulting in a total of
$4,477,947 times 1.5 (multiple for cash sale) plus value of land and buildings
of $3,500, 053, totaling $10,216,973; (ii) the outstanding Preferred Stock of
the Company has a liquidation value of $58.35 per share at March 31, 1996, for
a total liquidation value of $8,472,472. After applying a 25% discount, the
outstanding Preferred Stock not owned by Ameribank would be $43.75 per share,
totaling $700,265 for all outstanding shares of Preferred Stock of the Company
not owned by Ameribank; and (iii) the value of the Common Stock of the Company
was determined by subtracting from the market value of the Company based on the
appraisal performed by GRA, Petty & Co. ($10,382,000) the liquidation value of
the outstanding Preferred Stock of the Company ($8,472,420) for a market value
of the Common Stock of $1,909,580, or $0.754 per share, and 75% of the market
value being $0.566 per share for a total of $550,254 for outstanding shares of
the Common Stock not owned by Ameribank. Counsel for Ameribank advised that
although the total was $1,250,519, Ameribank rounded such number to $1,300,000.
In said letter, counsel for Ameribank further advised that Ameribank had not
received any offers to purchase the Company and would provide the Special
Committee with a copy of the appraisal performed by GRA, Petty & Co. at such
time as the Special Committee informed Ameribank that it had developed a
reasonable basis for valuation of the minority stock of the Company.

On October 21, 1996, the Special Committee held a meeting to discuss the
valuation by Baum & Company of the minority Common and Preferred Stock of the
Company and the appraisal of the Bank Tower by Finley, which had been
previously delivered to members of the Special Committee, Baum & Company and
the Special Committee Counsel. The R.W. Finley Co. appraisal estimated the
value of the Bank Tower to be $2,950,000 as of August 31, 1996, excluding trade
fixtures. Finley prepared a complete MAI appraisal in accordance with the
Uniform Standards of Professional Practice ("USAP") in a summary report
determining the fair market value of the Bank Tower. The income approach and
the sales comparison approach were used by Finley to arrive at its appraised
value figure of $2,950,000 for the Bank Tower, excluding trade fixtures, and
taking into account the quality and quantity of data available for each
approach.

A representative of Baum & Company then reviewed with the Special
Committee its proposed fairness analysis of the Company. The Special Committee
was advised that a price of $58.35 per share for the outstanding Preferred
Stock of the Company and $0.754 per share for the outstanding Common Stock of
the Company not owned by Ameribank, being the valuation placed on the Company's
Preferred and Common Stock by Ameribank, without a minority discount, is fair
from a financial point of view, and, as a result, a total value of $1,679,131
for all of the Company's outstanding Common and Preferred Stock held by
non-Ameribank Shareholders was fair from a financial point of view.

Baum & Company used the following two methods to value the Common Stock:
(i) (a) liquidation based on book value and (b) liquidation based on the entity
market value, and (ii) discounted cash flow at various discount rates. The
liquidation method employed the June 30, 1996 balance sheet. The first
liquidation method subtracted the par value of the Preferred Stock and the
cumulated unpaid preferred dividends from stockholders' equity resulting in the
common

<PAGE> 28

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stockholders having a negative value. The second liquidation method used the
stockholders' equity minus the book value of the bank building. The
stockholders' equity minus the book value was multiplied by 1.5 times to 1.75
times and the appraised value of the bank building was added back to the
multiplied stockholders' equity. The Preferred Stock par value and cumulative
unpaid dividends was subtracted from the multiplied stockholders' equity, which
included the Bank Tower and the product was divided by the number of common
shares outstanding. Using the liquidation value based on the entity market
value, as well as the discounted cash flow method following certain
assumptions, Baum & Company determined that a value of $0.754 per share of the
outstanding Common Stock is fair from a financial point of view. Baum &
Company did not consider the fairness from a financial point of view of a
minority discount since the Special Committee Counsel had advised the Special
Committee and Baum & Company that Delaware and Oklahoma courts have held that
minority discounts were not applicable to the valuation of minority stock. See
"SPECIAL FACTORS --Opinion of the Financial Advisor."

Baum & Company delivered to the Special Committee its written fairness
opinion, dated October 25, 1996. A copy of the Baum & Company's fairness
opinion is attached hereto as ANNEX C and should be read in its entirety. See
"SPECIAL FACTORS --Fairness of the Transaction."

On October 28, 1996, the Special Committee met with representatives of
Ameribank. Also present were legal counsel for Ameribank and the Special
Committee. The Special Committee advised Ameribank that it could not accept an
offer of $1,300,000 for the outstanding shares of Common and Preferred Stock of
the Company held by non-Ameribank Shareholders, as in the opinion of the
Special Committee such was not a fair price due to such offer containing a 25%
minority discount. The Special Committee advised Ameribank that Special
Committee Counsel had advised the Special Committee that, based on Delaware and
Oklahoma court decisions, it could not use a minority discount to determine the
value of the outstanding Common and Preferred Stock held by non-Ameribank
Shareholders. The Special Committee then discussed with Ameribank the opinion
of Baum & Company that a price of $0.754 per share for the outstanding Common
Stock and $58.35 per share for the outstanding Preferred Stock, without a
minority discount, for a total cash consideration of approximately $1,700,000
to non-Ameribank Shareholders was fair from a financial point of view. The
Special Committee reviewed with the representatives of Ameribank the fairness
letter issued by Baum & Company. After further negotiations, Ameribank agreed
to pay a total consideration of $1,700,000 for the Common and Preferred Stock
of the Company held by non-Ameribank Shareholders, as follows: $58.35 per
share for the outstanding Preferred Stock and the balance for the outstanding
Common Stock.

The Special Committee then met separately. The Special Committee
concluded that the revised offer by Ameribank totaling $1,700,000 for all
outstanding shares of the Company equity securities held by non-Ameribank
Shareholders, consisting of $58.35 per share for the Preferred Stock held by
non-Ameribank Shareholders and the balance (being approximately $0.776902 per
share) for the Common Stock held by non-Ameribank Shareholders was a fair
price. The Special Committee considered that (i) Ameribank already owns more
than a majority of the outstanding Common and Preferred Stock of the Company
and controls the Company, and that it would be difficult, if not impossible, to
find another party to buy the minority interest, (ii) there is no market

<PAGE> 29

-27-

for the Preferred Stock and the highest price paid for the Preferred Stock
since July, 1995, based on information provided to the Special Committee and
Baum & Company by the Company, was $18.00 per share paid by Ameribank and (iii)
that there is little or no market for the Common Stock of the Company and
during the last twelve months, based on Schedule 13D filings with the
Commission, copies of which were provided to the Special Committee and Baum &
Company by the Company, the maximum price paid for shares of Common Stock was
$0.60 per share. In determining that such was a fair price, the Special
Committee considered and gave the greatest weight to the fairness opinion of
Baum & Company that any aggregate consideration of $1,700,000, based on $58.35
per share for the outstanding Preferred Stock held by non-Ameribank
Shareholders and $0.754 per share for the outstanding Common Stock held by
non-Ameribank Shareholders, was fair from a financial point of view. The
Special Committee then unanimously approved the merger of the Company into
Ameribank for a total consideration of $1,700,000 for all of the outstanding
Preferred and Common Stock held by non-Ameribank Stockholders, with the
unanimous recommendation that such merger by approved by the Board.

After the meeting of the Special Committee on October 28, 1996, the Board
met, together with Special Committee Counsel and counsel for Ameribank. At
such meeting the Special Committee reported that it had unanimously approved,
and recommended approval by the Board of Ameribank's offer to merge the Company
into Ameribank for a total cash payment of $1,700,000 to be paid for all Common
and Preferred Stock held by non-Ameribank Shareholders, with $58.35 per share
to be paid to each non-Ameribank Preferred Shareholder (totaling $944,278) and
the balance ($755,722) to be paid for all shares of the Common Stock held by
non-Ameribank Shareholders at $0.776901 per share. The Board, based on the
recommendations of the Special Committee and the written fairness opinion of
Baum & Company, approved the merger of the Company into Ameribank for a total
consideration of $1,700,000 for all of the outstanding Preferred and Common
Stock of the Company held by non-Ameribank Shareholders, with $58.35 per share
to be paid for the outstanding Preferred Stock and the balance to be paid for
the outstanding Common Stock. The members of the Board affiliated with
Ameribank abstained from voting.

During the month of November, 1996, counsel for Ameribank and the Special
Committee Counsel negotiated the final terms of the Merger Agreement
between Ameribank and the Company. This negotiation dealt with drafting
miscellaneous provisions and overall language of the Merger Agreement in a
format that was acceptable to both Ameribank and the Company. On December 3,
1996, the Special Committee met and reviewed the final Merger Agreement. The
Special Committee Counsel advised the Special Committee that most of the
changes to the Merger Agreement requested by the Special Committee Counsel were
accepted by Ameribank. The Special Committee then reviewed, in detail, the
Merger Agreement and noted that pursuant to such agreement Ameribank would pay
to the Shareholders of the Company (other than Ameribank) an aggregate sum of
$1,700,000 with $58.35 per share being paid to non-Ameribank holders of the

<PAGE> 30

-28-

outstanding the Preferred Stock and $0.776901 per share (rounded to the nearest
$0.01) to be paid to non-Ameribank holders of the outstanding Common Stock.
After reviewing the Merger Agreement, the Special Committee approved the Merger
Agreement and recommended approval of the Merger Agreement by the Board.

Following the meeting of the Special Committee, the Board met to consider
the Special Committee's recommendation and after discussion, voted to approve
the Merger Agreement as recommended by the Special Committee and to authorize
the execution of the Merger Agreement on behalf of the Company. The members of
the Board affiliated with Ameribank abstained from voting.

Mr. Cook again wrote to the Shareholders on December 5, 1996, advising the
Shareholders of the execution of the Merger Agreement and stating that
completion of the Merger is subject to preparation of all necessary filings and
approvals with regulatory agencies and the approval by vote of holders of a
majority of the shares of the Common Stock and Preferred Stock, each voting as
a class at a Special Shareholder's meeting.

On December 12, 1996, the Company filed a Current Report on Form 8-K with
the Commission reporting the Merger Agreement between Ameribank and the
Company.

During the first part of January, 1997, counsel for Ameribank provided the
Special Committee Counsel with copies of the Form 4s, as previously filed by
Ameribank with the Commission, showing that from January 1, 1996, through June
30, 1996, Ameribank had purchased shares of Preferred and Common Stock at
prices ranging from $18.00 to $49.50 per share for Preferred Stock and not more
than $0.50 per share for Common Stock. The Special Committee Counsel forwarded
copies of these Forms 4 to the members of the Special Committee and Baum &
Company.

As a result of this additional information, the Special Committee held a
telephonic meeting on January 14, 1997, with a representative of Baum &
Company. The Special Committee Counsel also participated in such meeting.
During the meeting, members of the Special Committee reviewed the factors
considered by the Special Committee in approving and recommending to the Board
the Merger of the Company into Ameribank and determining that the $1,700,000
offer by Ameribank to the non-Ameribank Shareholders of the Company in
connection with such Merger, with $58.35 for each share of Preferred Stock and
$0.776901 (rounded to the nearest $.01) for each share of Common Stock was
fair. One of the considerations was the belief by the Special Committee and
Baum & Company that the highest price Ameribank paid for the Preferred Stock
since July, 1995 was $18.00 per share. Based on the information that Ameribank
had paid from $18.00 to $49.50 per share for Preferred Stock and no more than
$0.50 per share for the Common Stock, as noted in the Form 4s, members of the
Special Committee asked Baum & Company's representative if the fairness opinion
of Baum & Company, dated October 25, 1996, would change and whether the
$1,700,000 offer by Ameribank remained fair from a financial point of view.
Baum & Company's representative advised the Special Committee that, since the
highest amount paid for the Preferred Stock since January 1, 1996, was $49.50
per share, and that the current offer of $58.35 per share represented
approximately a 16% premium over the highest price paid by

<PAGE> 31

-29-

Ameribank for the Preferred Stock and that the $0.754 being offered by
Ameribank for the Common Stock represented approximately a 51% premium over the
$0.50 previously offered by Ameribank for the Common Stock, Baum & Company's
fairness opinion would not change and the $1,700,000 purchase price to be paid
by Ameribank to non-Ameribank Shareholders in connection with the Merger is
still fair from a financial point of view.

During the meeting, the members of the Special Committee asked the Special
Committee Counsel to request from Ameribank or Ameribank's counsel a letter
certifying that during the last twelve months Ameribank has not paid more than
$49.50 per share for Preferred Stock nor more than $0.50 per share for Common
Stock. As a result of the additional information, the Special Committee also
requested Baum & Company to issue a supplemental fairness opinion reaffirming
its fairness opinion, dated October 25, 1996.

The Special Committee then reaffirmed its approval and recommendation to
the Board of the Merger of the Company with Ameribank for $1,700,000 to be paid
to non-Ameribank Shareholders, subject to (i) Ameribank or its counsel
certifying that during the past twelve months the maximum prices paid by
Ameribank for Preferred Stock has not exceeded $49.50 per share and Common
Stock had not exceeded $.50 per share, and (ii) receipt of the supplemental
fairness opinion from Baum & Company that the aggregate price of $1,700,000 to
be paid to non-Ameribank Shareholders is fair from a financial point of view,
as set forth in Baum & Company's letter of October 25, 1996.

As a result of the request of the Special Committee Counsel, counsel for
Ameribank wrote to the Special Committee Counsel advising, among other things,
that (i) Ameribank has not paid more than $0.50 per share for shares of Common
Stock, and (ii) Ameribank made an offer in July, 1995, to purchase shares of
Preferred Stock for $18.00 per share, and that subsequently, Ameribank had
acquired shares of Preferred Stock through private purchases at prices ranging
from $18.00 to $49.50 per share. In addition, counsel for Ameribank advised in
such letter that Ameribank entered into separate stock purchase agreements with
several persons, in which Ameribank agreed that if Ameribank, among other
transactions, entered into a merger agreement with the Company within one (1)
year of the date of the stock purchase agreements and paid a higher price for
the outstanding shares of Common and Preferred Stock than that provided in the
stock purchase agreements, Ameribank would pay the sellers the difference.

Pursuant to the request of the Special Committee Counsel, Ameribank
provided to the Special Committee and Baum & Company copies of the
above-referenced stock purchase agreements. Under such stock purchase
agreements, which are dated May 31, 1996 and June 6, 1996, Ameribank agreed to
purchase 5,799 shares of Common Stock of the Company for $0.50 per share from
two sellers and 17,795 shares of Preferred Stock at $49.50 per share from two
sellers, with the agreement that in the event Ameribank paid a higher price
than the price paid to such sellers in a subsequent tender offer or merger
transaction occurring within one (1) year from the date of the respective stock
purchase agreement, Ameribank would pay the sellers the difference in cash.

<PAGE> 32

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By letter dated January 23, 1997, a copy of which is attached as ANNEX D,
Baum & Company issued its supplemental fairness opinion, which stated in part
that (i) it issued its fairness opinion letter dated October 25, 1996, based on
information that had been requested and supplied to it by the Company; (ii)
such information supplied to it indicated, among other things, that the highest
price Ameribank had paid for Preferred Stock of the Company was $18.00 per
share; (iii) that on January 17, 1997, it had been informed that Ameribank had
purchased Preferred Stock at prices ranging from $18.00 to $49.50, and (iv)
that certain purchases by Ameribank were made under agreements providing that,
for one (1) year from the date of the purchases, Ameribank would pay the
sellers the same price, if higher, that Ameribank paid for the Common and
Preferred Stock. The supplemental fairness opinion issued by Baum & Company
states that, even with the additional information regarding the Preferred Stock
purchased by Ameribank, Baum & Company finds the Total Consideration to be paid
to holders of Common and Preferred Stock (other than Ameribank) in connection
with the Merger and the Common Consideration and the Preferred Consideration to
be fair from a financial point of view, as set forth in its letter dated
October 25, 1996.

On January 27, 1997, the Special Committee held a telephonic meeting in
which the Special Committee Counsel participated. The Special Committee
Counsel reviewed the letter from Ameribank's counsel, dated January 16, 1997,
the stock purchase agreements discussed above, and the supplemental fairness
opinion, dated January 23, 1997, issued by Baum & Company. Based on the
supplemental fairness opinion issued by Baum & Company and the other
considerations previously considered by the Special Committee and discussed
above, the Special Committee reaffirmed its approval and recommendation to the
Board of the Merger for an aggregate price of $1,700,000.

PROCEEDINGS OF THE BOARD AND RECOMMENDATION OF THE SPECIAL COMMITTEE

THE COMPANY. At a meeting held on October 28, 1996, pursuant to the
recommendations of the Special Committee, the Board determined that the terms
of the Merger were fair to and in the best interests of the Shareholders (other
than Ameribank) and approved the Merger Agreement. The Merger Agreement was
subsequently executed and delivered on December 3, 1996. See "SPECIAL FACTORS
- -- Appointment and Deliberations by the Special Committee -- Fairness of the
Transaction."

THE COMPANY'S BOARD OF DIRECTORS. The Board is comprised of five
directors, three of whom are affiliated with Ameribank. Mr. Cook is a director
of the Company as well as its Chairman. He is also a director and the
Secretary of Ameribank and has served as the President and Chief Executive
Officer of ANB, since December 16, 1992. Mr. Adcock is a director and the
Secretary of the Company. He is also a director of Ameribank and ANB. Mr.
Adcock is the son-in law of Mr. Bodard, the sole shareholder of Ameribank. Mr.
Schubert is a director and the President of the Company as well as a Vice
President, director and the Treasurer of Ameribank. As officers and directors
of Ameribank, Messrs. Cook, Schubert and Adcock have been involved in every
decision by Ameribank to acquire additional shares of the Company. Mr. Nichols
and Mr. Rappaport are also directors of the Company. Mr. Nichols was elected
to the Board by the shareholders at the annual meeting held on April 25, 1996.
Mr. Rappaport was elected to the Board

<PAGE> 33

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by the remaining four directors on May 25,1996. Neither of them have any
financial or personal interest in Ameribank and they are not officers,
directors, employees or stockholders of Ameribank.

FAIRNESS OF THE TRANSACTION

In concluding that a total consideration of $1,700,000 was a fair price
for the outstanding Common and Preferred Stock of the Company not owned by
Ameribank, consisting of $58.35 per share for such outstanding Preferred Stock
(totaling $944,278) and $0.776901 (rounded to the nearest $0.01) per share for
the such outstanding Common Stock, the Special Committee considered the
following factors:

1. Ameribank owns more than a majority of all
outstanding classes of Stock of the Company and controls the
Company, and, as a result, it would be difficult, if not
impossible, to find another potential buyer for the minority
value of the Company.

2. There is a very limited market, if any, for the
Common Stock.

3. There is no market for the Preferred Stock.

4. Based on filings with the Commission, during the
last twelve months the maximum price paid for shares of the
Common Stock was $0.60 per share. Based on information
supplied to the Special Committee by Ameribank, Ameribank
bought 5,799 shares of Common Stock in June, 1996, for $0.50
per share, with the agreement that if a transaction is
consummated for the Common Stock by Ameribank within twelve
(12) months at a price higher than $0.50 per share, Ameribank
would pay such sellers the difference.

5. Based on information supplied to the Special
Committee by Ameribank, as previously filed with the
Commission, since January 1, 1996, the prices paid by
Ameribank for shares of Preferred Stock have ranged from
$18.00 to $49.50 per share, with agreements between certain
sellers and Ameribank in connection with shares of Preferred
Stock providing that if within one (1) year from the date of
such stock purchase agreements Ameribank pays more for the
Preferred Stock in a tender offer or merger than that
received by such sellers, Ameribank will pay to such sellers
the difference.

6. Ameribank has advised the Special Committee that
it has not received any offers for the Company.

7. The determinations and opinion of Baum &
Company.

Ameribank considers the Merger fair to the Shareholders other than
Ameribank based on the determinations made by the Special Committee as set out
above. However, Ameribank also considers the Merger fair to the Shareholders
other than Ameribank as the Total Consideration to be paid to the Shareholders
is $400,000 greater than the $1,300,000 offer made by Ameribank to

<PAGE> 34

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the Board on June 14, 1996. Additionally, the Preferred Consideration to be
paid by Ameribank is a premium of approximately 16% over the highest price
previously paid by Ameribank for the Preferred Stock and the Common
Consideration to be paid by Ameribank is a premium of approximately 50% over
the highest price previously paid by Ameribank for the Common Stock.
Furthermore, Ameribank's offer of $1,700,000 is greater than the sum of
$1,697,131 which Baum & Company considered fair to Shareholders other than
Ameribank.

OPINION OF FINANCIAL ADVISOR

In concluding that Ameribank's offer to pay an aggregate of $1,700,000 to
non-Ameribank Shareholders of the Company, with $58.35 per share for the
outstanding Preferred Stock (totaling $994,278) and the balance ($755,722)
payable for the outstanding shares of the Common Stock at $0.776901 per share
(rounded to the nearest $0.01), is fair, the Special Committee and the Board
gave considerable weight to the fairness opinion of Baum & Company that such
consideration is fair from a financial point of view. In determining that such
consideration was a fair price from a financial point of view, Baum & Company
reviewed each equity security separately. To determine the value of the
Preferred Stock, Baum & Company used two methods of valuation (1) liquidation
and (2) discounted cash flow at various discount rates. The liquidation method
results in the highest value of the two methods for the Preferred Stock. As of
the June 30, 1996 balance sheet shown in the Form 10-Q filed with the SEC, Baum
& Company determined the liquidation value of the Preferred Stock was $58.35.
Baum & Company determined that $58.35 per share of Preferred Stock was fair
from a financial point of view. This would aggregate approximately $946,000
for all Preferred Stock not presently owned by Ameribank. Baum & Company also
noted that the Company had not paid dividends on its outstanding Preferred
Stock since 1985.

To find the value of the Common Stock, Baum & Company used two methods of
valuation (1) (a) liquidation based on book value and (b) liquidation based on
the entity market value and (2) discounted cash flow at various discount rates.
Baum & Company used the following assumptions for the discounted cash flow
Common Stock value:

(1) The Common Stock did not have any dividend payments for 44
quarters or 11 years;

(2) The net interest spread used was based on 1995 and 1996 (10-K
1995, page 32) and was 4.45% with provision for loan losses at 0.45%
of the prior year's loan portfolio. This produced an average spread
on average interest earning assets of approximately 4.64%;

(3) Interest income grows at approximately 6.95% from the 1995
base;

(4) Income tax rate of 25.00% based on 1994 and 1995;

(5) Net after-tax income grows at approximately 6.50% from the
1995 base;

(6) In the year 2006, the earnings are projected to be $1,811,000
after tax. This gives the Company an equity value of $24,445,000
based on a multiple of 13.5 times.

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From this number Baum & Company subtracted the Preferred Stock
redemption of $8,473,000 for a net of $15,972,000 for the Common
Stock, which when discounted back over the period at the differing
rates produced the following values:

<TABLE>
<CAPTION>
DISCOUNT RATE VALUE PER COMMON SHARE TOTAL COST TO REDEEM
- ------------- ---------------------- --------------------
<S> <C> <C>
25.00% $0.542 $ 530,000

22.50% $0.677 660,000

20.00% $0.849 825,000

17.50% $1.070 1,040,000
</TABLE>

Baum & Company's conclusion as to the Common Stock value existed in the
above range. The liquidation value based on book value was negative while the
liquidation value based on the entity market value places the value of the
Common Stock in the range shown above.

Baum & Company found support for the above pricing based on (1) The SNL
Pink Quarterly "Pink Sheet" and OTC-BB traded Banks and Thrifts dated September
1996 produced by SNL Securities on a quarterly basis; and (2) OTC Time & Sales
Report: 1/1/94 - 9/20/96 on the Company Common Stock produced by NASDAQ
Trading & Market Services. The NASDAQ information showed no sale in excess of
9/16 or 56.25c. per share and the last trade on 8/6/96 was at 1/4 or 25c. for
1,399 shares. The first trade listed as of 1/21/94 shows a price of $29.125
per share for 2,500 shares. Baum & Company called NASDAQ but were told no
further information was available and there was no way to verify the listed
price. Baum & Company assumed that the price was not correct.

Using the liquidation value based on the entity market value as well as
discounted cash flow, Baum & Company determined a value of $0.75 per share of
Common Stock was fair from a financial point of view. This would aggregate to
approximately $730,000 for all Common Stock not presently owned by Ameribank.
Baum & Company determined that Ameribank placed a value of $58.35 for each
share of Preferred Stock and $0.754 for each share of Common Stock, and that
these per share values would put the following total costs on the non-Ameribank
owned shares:

16,205 preferred shares @ $58.35 = $ 945,562

972,903 common shares @ $0.754 = 733,569

Total value for non-Ameribank equity = $1,679,131

Baum & Company determined that Ameribank's above overall value and each
equity piece value to be fair from a financial point of view.

Baum & Company did not consider the fairness from a financial point of
view of a minority discount since the Special Committee Counsel had advised
the Special Committee and Baum &

<PAGE> 36

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Company that Delaware and Oklahoma courts have held that minority discounts
were not applicable to the valuation of minority stock. A copy of Baum &
Company's fairness opinion dated October 25, 1996, is attached hereto as ANNEX
C and the supplemental fairness opinion, issued by Baum & Company, dated
January 23, 1997, is attached hereto as ANNEX D and both should be read in
their entirety. See "SPECIAL FACTORS -- Appointment of and Deliberations by
the Special Committee."

STRUCTURE AND PURPOSE OF THE MERGER

The Merger is not structured to require the approval of a majority of the
Shareholders excluding Ameribank. While this factor could be viewed as
unfavorable to a determination of fairness, the Company believes, based upon
the factors discussed above, that the terms of the Merger are fair to the
Shareholders (other than Ameribank).

The Merger has been structured as a merger of Ameribank and the Company in
order to effectuate the acquisition of all the outstanding shares of Common
Stock and Preferred Stock other than shares owned by Ameribank, thereby
transferring the entire equity interest in the Company to Ameribank. The
Company will merge into Ameribank and Ameribank will be the surviving
corporation.

In addition to providing the Company the additional flexibility in dealing
with its assets that is inherent in a closely held corporation, Ameribank
believes that the Company and its subsidiary, United, would benefit from the
reduction in costs associated with the termination of the Company's obligations
and reporting requirements under the securities laws. See "SPECIAL FACTORS --
Background of the Merger," "-- Proceedings of the Board and Recommendation of
the Special Committee Fairness of the Transaction" and "Alternatives to the
Merger."

Ameribank also believes that the Merger is fair to the Shareholders other
than Ameribank. The members of the Board of Directors of Ameribank did not
attach relative weight to the factors considered in reaching its conclusions.
See "SPECIAL FACTORS -- Proceedings of the Board and the Recommendation of the
Special Committee -- Fairness of the Transaction."

ALTERNATIVES TO THE MERGER

Prior to November 1994, the Board considered and verbally contacted other
bidders for the Common Stock and Preferred Stock; however, no interest in
bidding on the Company developed from these contacts.

The Board of Ameribank considered the following alternatives to the
Merger: (i) a further tender offer; (ii) private purchases; (iii) exchange of
Preferred Stock for Common Stock and a repurchase of the Common Stock by the
Company; (iv) exchange of shares of Common Stock for the Preferred Stock and
accrued dividends; and (v) a reverse stock split.

Ameribank rejected a further tender offer as the initial tender offer did
not result in the tender of as great a percentage of shares of Common Stock as
Ameribank had anticipated.

<PAGE> 37

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Ameribank continued to purchase shares of Stock in private transactions as set
out in "BENEFICIAL OWNERSHIP OF SHARES -- Certain Transactions in Common Stock
and Preferred Stock." After considering the other alternatives, Ameribank
decided to proceed with the Merger as the best long term strategy for the
Company which would consolidate the Company's business and operating structure
with a view to improving operations and reducing expenses of the Company by
eliminating the burden and cost for the Company to comply with the reporting
requirements of the Exchange Act and to maintain audited financial statements.
By eliminating the Company as a separate holding company, Ameribank would be
able to reduce operating costs caused by the duplication of legal and
accounting expenses, directors fees, administration costs and the costs of
preparing separate reports to the Federal Reserve Board, including the cost and
expense of separate banking examinations by the Federal Reserve Board.
Representatives of Ameribank also determined that due to potential conflicts of
interest of certain persons associated with Ameribank and the Company, an
independent opinion on the fairness of any transaction from a financial point
of view proposed by Ameribank would be required. Because of the lack of any
public market for shares of the Company's Common Stock or Preferred Stock,
Ameribank representatives also believed that a Merger based on financial terms
approved by an independent financial advisor would be in the best interests of
the Shareholders.

No alternatives were considered whereby the Shareholders other than
Ameribank would maintain an equity interest in the Company.

CERTAIN EFFECTS OF THE MERGER

If the proposed Merger is consummated, the holders of the Common Stock and
Preferred Stock other than Ameribank will no longer have an equity interest in
the Company and its subsidiary. Instead, each holder of Common Stock will
receive $0.776901 in cash, without interest, and each holder of Preferred Stock
will receive $58.35 in cash, without interest, for each such share held (other
than shares held by Ameribank).

The Company will, as a result of the Merger, become a privately held
company. Common Stock will cease trading entirely, the registration of Common
Stock under the Exchange Act will terminate and the Company will cease filing
reports with the Commission. Moreover, the Company will be relieved of the
obligation to comply with the proxy rules of Regulation 14A under Section 14 of
the Exchange Act and its officers, directors and 10% shareholders will be
relieved of the reporting requirements and restrictions on insider trading
under Section 16 of the Exchange Act. Accordingly, less information will be
required to be made publicly available than presently is the case.

As a result, the Company will be merged into Ameribank and Ameribank will
be the surviving entity. See "SPECIAL FACTORS -- Interests of Certain Persons
in the Merger, Conflicts of Interest" and "Certain Information Regarding
Ameribank."

<PAGE> 38

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INTERESTS OF CERTAIN PERSONS IN THE MERGER; CONFLICTS OF INTEREST

In considering the recommendation of the Board and the Special Committee
with respect to the Merger, Shareholders should be aware that three members of
the Board have certain interests in the Merger which are described below and
which are in addition to, and may conflict with the interests of Shareholders
generally, in connection with, the Merger Agreement.

THE COMPANY'S BOARD OF DIRECTORS. The Board is comprised of five
directors, three of whom are affiliated with Ameribank. Mr. Cook is a director
of the Company as well as its Chairman. He is also a director and the
Secretary of Ameribank and has served as the President and Chief Executive
Officer of ANB a subsidiary of Ameribank since December 16, 1992. Mr. Adcock
is a director and the Secretary of the Company. He is also a director of
Ameribank and ANB. Mr. Adcock is the son-in law of Mr. Bodard, the sole
shareholder of Ameribank. Mr. Schubert is a director and the President of the
Company as well as a Vice President, director and the Treasurer of Ameribank.
As officers and directors of Ameribank, Messrs. Cook, Schubert and Adcock have
been involved in every decision by Ameribank to acquire additional shares of
the Company. Mr. Nichols and Mr. Rappaport are directors of the Company.
Neither of them have any financial or personal interest in Ameribank and they
are not officers, directors, employees or stockholders of Ameribank.

OWNERSHIP OF THE COMPANY AFTER THE MERGER. After consummation of the
Merger, the entire equity interest in the Company will be owned by Ameribank.
Ameribank and Messrs. Cook, Schubert and Adcock have entered into a Stock
Purchase Agreement, dated November 3, 1995, which provides that Ameribank will
sell to each of Messrs. Cook, Schubert and Adcock 16.33% of the total number of
shares of Common Stock and Preferred Stock which Ameribank now owns or acquires
in future purchases. The terms provide that the purchase price for such Stock
shall be the price at which Ameribank acquired the shares plus costs incurred,
plus interest, accrued from the date of Ameribank's acquisition of such Stock
to the closing of the purchase contemplated by the agreement, at a rate equal
to the base rate of interest of Chase Manhattan Bank, N.A. from time to time.
The consummation of the transactions are subject to (1) approval from the
Federal Reserve System; (2) the entering into by the parties of a Shareholders'
Agreement restricting the future transfer of the Stock by Messrs. Adcock,
Schubert and Cook; and (3) the entering into by the parties of a Voting Trust
Agreement appointing Ameribank as Trustee to vote the shares of Common Stock.
On November 27, 1996, Mr. Adcock entered into an agreement with his wife, Dona
B. Adcock, transferring to her his rights to purchase shares of the Company
under the Stock Purchase Agreement. Mrs. Adcock is the daughter of Mr. Bodard,
the sole shareholder of Ameribank. Messrs. Cook and Schubert and Mrs. Adcock
have entered into an Addendum to the Stock Purchase Agreement with Ameribank
dated January 27, 1997, whereby Ameribank agrees that if the Merger is
consummated, Ameribank will sell to each of Messrs. Cook and Schubert and Mrs.
Adcock 16.33% of the total number of shares of common stock outstanding of
United at a price per share equal to the total consideration, plus costs and
interest paid by Ameribank for the Stock, divided by the total number of
outstanding shares of common stock of United, on the same terms and subject to
the same conditions as previously agreed.

<PAGE> 39

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DIRECTORS OF THE COMPANY AFTER THE MERGER. The Merger Agreement provides
that after the Merger, the current directors of Ameribank will continue as the
directors of the surviving corporation, until successors are duly elected or
appointed in accordance with applicable law.

INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the Company's existing
Certificate of Incorporation, the Bylaws, the Merger Agreement, applicable
indemnification agreements, and under currently effective officers' and
directors' liability insurance, the Company's officers and directors may have
rights to indemnification with respect to any litigation relating to the
Merger. In addition, pursuant to certain terms of the Merger Agreement,
Ameribank has agreed to indemnify from the Effective Date of the Merger,
without limitation, each and every member of the Company's Board against any
claims arising out of the Merger. See "THE MERGER -- Certain Covenants of the
Company and Ameribank."

Nevertheless, based upon careful consideration of all of the factors
discussed in this Proxy Statement, the Board and the Special Committee believe
that the terms of the Merger are fair to the Shareholders (other than
Ameribank).

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER.

The following is a brief description of the material federal income tax
consequences of the Merger. This summary contains general information and does
not address tax consequences that may be relevant to types of investors subject
to special treatment under the federal income tax laws (such as dealers in
securities, banks, insurance companies and foreign individuals and entities).
EACH SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISORS WITH RESPECT TO THE
SPECIFIC TAX CONSEQUENCES OF THE MERGER TO HIM OR HER, INCLUDING THE
APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.

The exchange of shares of Common Stock for the Common Consideration and of
Preferred Stock for the Preferred Consideration in the Merger will be a taxable
transaction to the Shareholders. A Shareholder will recognize gain or loss
under federal income tax laws in an amount by which the proceeds received in
exchange for such shares exceed or are less than the holder's tax basis in the
shares. If the shares were a capital asset in the hands of the Shareholder,
such gain or loss would be capital rather than ordinary and, in such instances,
would be long term if the shares are considered to have been held more than one
year and short term if they are considered to have been held one year or less
on the date of the Merger. Currently, the maximum federal income tax rate on
capital gains is 28% as opposed to 39.6% for ordinary income. Capital losses
may be used to offset capital gains. For individuals, any capital losses in
excess of capital gains may be used to offset income from other sources of up
to $3,000 per year. Any remaining capital losses carry forward to future
years, subject to the same annual limits. For corporations, capital losses may
only

<PAGE> 40

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be used to offset capital gains. Any unused capital losses may generally be
carried back for three years and carried forward five years.

The waiver by Ameribank in connection with, and only in connection with,
the consummation of the Merger, of its right to receive the Common
Consideration or Preferred Consideration will not result in the recognition by
it of taxable gain.

The consummation of the Merger will not result in the recognition by the
Company of taxable gain.

Under the backup withholding rules, unless an exemption applies under the
applicable law and regulations, the Exchange Agent will be required to
withhold, and will withhold, 31% of all cash payments made in exchange for
shares of Stock unless the shareholder or other payee provides his tax
identification number (social security number, in the case of an individual, or
employer identification number, in the case of a corporation) and certifies
that such number is correct. Each shareholder and, if applicable, each other
payee should complete and sign the substitute Form W-9 to be included in the
transmittal materials and instructions relating to stock certificates to be
mailed to Shareholders as soon as practicable after the Effective Time, so as
to provide the information and certification necessary to avoid backup
withholding, unless an applicable exemption exists and is proved in a manner
satisfactory to the Company and the Exchange Agent.

APPRAISAL RIGHTS

The following is a summary of the provisions of Section 1091 of the OGCA
relating to appraisal rights. Section 1091 of the OGCA is reproduced in its
entirety as ANNEX B to this Proxy Statement, and this summary is qualified in
its entirety by reference to ANNEX B. Shareholders should read carefully ANNEX
B and, if they wish to exercise their rights to an appraisal, follow carefully
the procedures set forth therein. Any Shareholders considering demanding an
appraisal are advised to consult legal counsel.

Under Section 1091 of the OGCA, holders of record of shares of Common
Stock or Preferred Stock who do not wish to accept the Common Consideration or
Preferred Consideration have the right to seek an appraisal to determine the
fair value of their shares of Stock in the District Court. EACH SHAREHOLDER IS
URGED TO READ CAREFULLY THE MATERIALS CONTAINED IN THIS PROXY STATEMENT,
INCLUDING ANNEX B, AND THE OTHER MATERIALS INCORPORATED HEREIN IN MAKING A
DETERMINATION WHETHER TO ACCEPT THE COMMON CONSIDERATION OR PREFERRED
CONSIDERATION OR TO SEEK AN APPRAISAL PURSUANT TO THE OGCA. FAILURE TO COMPLY
WITH THE PROCEDURES SET FORTH HEREIN OR IN THE OGCA MAY RESULT IN A LOSS OF
THEIR APPRAISAL RIGHTS.

Each Shareholder who has not voted in favor of the Merger and who wishes
to assert a right to appraisal must make a written demand for the appraisal of
his or her shares of Stock to the Company at the address set forth below. A
VOTE AGAINST THE MERGER SHALL NOT

<PAGE> 41

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CONSTITUTE A DEMAND FOR APPRAISAL OF STOCK. Failure to make such demand before
the vote is taken to approve the Merger will eliminate a Shareholder's right to
an appraisal. The demand must reasonably inform the Company of the identity of
the Shareholder making the demand as well as the intention of such Shareholder
to demand an appraisal of the fair value of the shares of Stock held by such
Shareholder.

For purposes of making an appraisal demand, the address of the Company is:
United Oklahoma Bankshares, Inc., 4600 S.E. 29th Street, Del City, Oklahoma
73115, Attention: D. Wesley Schubert, President.

Only a holder of record of shares of Stock, or a person duly authorized
and explicitly purporting to act on the record holder's behalf, is entitled to
assert an appraisal right with respect to the shares of Stock registered in the
record holder's name. BENEFICIAL OWNERS WHO ARE NOT RECORD HOLDERS AND WHO
WISH TO EXERCISE APPRAISAL RIGHTS ARE ADVISED TO CONSULT PROMPTLY WITH THE
APPROPRIATE RECORD HOLDERS AS TO THE TIMELY EXERCISE OF APPRAISAL RIGHTS. A
record holder, such as a broker, who holds shares of Stock as a nominee for
others may exercise appraisal rights with respect to the shares of Stock held
for one or more beneficial owners, while not exercising such rights for other
beneficial owners. In such a case, the written demand should set forth the
number of shares of Stock as to which the demand is made. Where no shares of
and no class of Stock are expressly mentioned, the demand will be presumed to
cover all shares of Stock held in the name of such record holder.

A holder of shares of Stock held in "street name" who desires an appraisal
must take such actions as may be necessary to ensure that a timely and proper
demand for an appraisal is made by the record holder of such shares of Stock.
Shares of Stock held through brokerage firms, banks and other financial
institutions are frequently deposited with and held of record in the name of a
nominee of a central security depository. Any holder of shares of Stock
desiring an appraisal who held his or her shares of Stock through a brokerage
firm, bank or other financial institution is responsible for ensuring that the
demand for an appraisal is made by the record holder. The Shareholder should
instruct such firm, bank or institution that the demand for an appraisal must
be made by the record holder of the shares of Stock, which might be the nominee
of a central security depository if the shares of Stock have been so deposited.
As required by Section 1091 of the OGCA, a demand for an appraisal must
reasonably inform the Company of the identity of the record holder (which might
be a nominee as described above) and of such holder's intention to seek an
appraisal of such shares of Stock.

A demand for an appraisal of shares of Stock owned of record by two or
more joint holders must identify and be signed by or for all of the holders. A
demand for an appraisal signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity must so identify the persons signing the
demand.

An appraisal demand may be withdrawn by a Shareholder within 60 days after
the Effective Time, but thereafter the written approval of the Company is
needed for any such withdrawal. Upon withdrawal of an appraisal demand, a
holder of shares of Stock will be entitled to

<PAGE> 42

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receive the Common Consideration or Preferred Consideration. No interest will
be paid on this amount.

Within 120 days after the Effective Time (the "120-Day Period"), any
Shareholder who has properly demanded an appraisal and who has not withdrawn
his or her demand as provided above (such Shareholders are hereinafter referred
to collectively as the "Dissenting Shareholders") has the right to file in the
District Court a petition (the "Petition") demanding a determination of the
fair value of the dissenting shares of Stock (the "Dissenting Shares") held by
all of the Dissenting Shareholders. If, within the 120-Day Period, no Petition
shall have been filed as provided above, all rights to an appraisal will cease
and all of the Dissenting Shareholders will become entitled to receive the
Common Consideration or Preferred Consideration, without interest thereon after
the Effective Time, with respect to such Dissenting Shares of Stock. The
Company is not obligated and does not intend to file such a Petition. Any
Dissenting Shareholder is entitled, pursuant to a written request to the
Company made within the 120-Day Period, to receive from the Company a statement
setting forth the aggregate number of shares of Stock with respect to which
demands for appraisal have been received and the aggregate number of Dissenting
Shareholders.

Upon the filing of the Petition, service of a copy thereof is required to
be made upon the surviving corporation, which, within 20 days after such
service, must 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 Dissenting Shareholders. The District Court may order that
notice of the time and place fixed for the hearing on the Petition be sent by
registered or certified mail to the surviving corporation and all of the
Dissenting Shareholders, and be published at least one week before the day of
the hearing in a newspaper of general circulation published in the City of
Oklahoma City, Oklahoma or in another publication determined by the District
Court. The District Court will approve the form of notice by mail and by
publication. The costs relating to these notices will be borne by the Company.
If a hearing on the Petition is held, the District Court is empowered to
determine which Dissenting Shareholders have complied with the provisions of
Section 1091 of the OGCA and are entitled to an appraisal of their shares of
Stock. The District Court may require that Dissenting Shareholders submit
their Stock certificates which had represented shares of Common Stock or
Preferred Stock for notation thereon of the pendency of the appraisal
proceedings. The District Court is empowered to dismiss the proceedings as to
any Dissenting Shareholder who does not comply with such requirement.
Accordingly, Dissenting Shareholders are cautioned to retain their stock
certificates pending resolution of the appraisal proceedings.

Dissenting Shares of Common Stock will be appraised by the District Court
at their fair value as of the Effective Time, exclusive of any element of value
arising from the accomplishment or expectation of the Merger. The value so
determined for the shares of Stock could be equal to, more than or less than
the Common Consideration or Preferred Consideration, and could be based upon
considerations other than, in addition to, or the same as, the Common
Consideration or Preferred Consideration, the market value of the shares of
Common Stock, asset values and earning capacity. The Company reserves the
right to assert in any appraisal proceeding that the fair value of the shares
of Common Stock or Preferred Stock as of the Effective Time is less than the
Common Consideration or Preferred Consideration.

<PAGE> 43

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The District Court may also, on application, (i) determine a fair rate of
interest, simple or compound, if any, to be paid to Dissenting Shareholders in
addition to the value of the Dissenting Shares of Stock for the period from the
Effective Time to the date of payment, (ii) assess costs among the parties as
the District Court deems equitable, and (iii) order all or a portion of the
expenses incurred by any Dissenting Shareholder in connection with the
appraisal proceeding, including, without limitation, reasonable attorney's fees
and fees and expenses of experts, to be charged pro rata against the value of
all Dissenting Shares of Common Stock. Determinations by the District Court
are subject to appellate review by the Oklahoma Supreme Court.

Dissenting Shareholders are generally permitted to participate in the
appraisal proceedings. No appraisal proceeding in the District Court shall be
dismissed as to any Dissenting Shareholder without the approval of the District
Court, and this approval may be conditioned upon terms which the District Court
deems just.

From and after the Effective Time, Dissenting Shareholders will not be
entitled to vote their shares of Stock for any purpose and will not be entitled
to receive payment of dividends or other distributions in respect of such
shares of Common Stock payable to Shareholders of record thereafter.

FINANCING OF THE MERGER
Ameribank will be required to pay the Total Consideration of $1,700,000
under the Merger Agreement plus the expenses in connection with the Merger.
Ameribank has represented to the Company that it has sufficient cash to enable
it to consummate the Merger and that it will be funded through a certain line
of credit to Ameribank and a possible dividend from ANB to Ameribank. The line
of credit to Ameribank is evidenced by a revolving promissory note with
Boatmen's First National Bank of Kansas City ("Boatmen's"), dated May 15, 1996,
in the maximum principal amount of $2,700,000 with an interest rate equal to
0.050 percentage points less than the corporate base rate as established by the
bank from time to time and a maturity date of May 15, 1997. The current
corporate base rate is 8.25%. Ameribank is required to make quarterly payments
of interest only commencing August 15, 1996, with the unpaid principal balance
and all interest accrued due and payable in full on May 15, 1997. If Ameribank
reduces the principal amount of the note in the amount of $300,000 on May 15,
1997, Boatmen's intends to renew the note from time to time on substantially
the same terms and conditions. The principal balance on the note as of
December 31, 1996 was $100,000. Payment of the note is secured by a first
pledge and security interest covering 99,500 shares of the capital stock of
ANB, 702,266 shares of the Company's Common Stock and 92,790 shares of the
Company's Preferred Stock. Ameribank has received Boatmen's consent to the
Merger pursuant to a certain Consent to Merger dated, December 3, 1996.

<PAGE> 44

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EXPENSES OF THE MERGER

<TABLE>
<CAPTION>
EXPENSE ITEM ESTIMATED AMOUNT
<S> <C>
Common Consideration ............................................ $755,721.95
Preferred Consideration ......................................... 944,278.05
Printing and Mailing Costs ...................................... 4,958.35
Legal and Accounting Fees and Expenses
[Conner & Winters to advise on legal costs and appraisal fees for
Special Committee]............................................... 42,674 (est.)
Appraisal Fees .................................................. 41,831.11 *
-----------
</TABLE>

* Finley-$3,500.00; Baum & Company (1996/1997)-$23,400.00;
GRA, Petty & Co. (1995/1996)-$14,931.11)

CERTAIN LITIGATION CONCERNING THE PROPOSED MERGER

The Company is not subject to any material legal proceedings and no
litigation has been filed concerning the Merger.

THE MERGER

GENERAL

The Merger Agreement provides that, subject to the adoption of the Merger
Agreement by the Shareholders of the Company and compliance with certain other
covenants and conditions, the Company will be merged into Ameribank and
Ameribank will be the surviving corporation. All material terms of the Merger
Agreement have been disclosed in the body of this Proxy Statement. All
references to the terms and conditions of the Merger Agreement in this Proxy
Statement are qualified in their entirety by reference to the Merger Agreement,
a copy of which is attached hereto as ANNEX A.

At the Effective Time, each outstanding share of Common Stock (other than
shares of Common Stock held by Ameribank) will receive $0.776901 in cash,
without interest, and each outstanding share of Preferred Stock (other than
shares of Preferred Stock held by Ameribank) will receive $58.35 in cash,
without interest. In connection with, and only in connection with, the
consummation of the Merger, Ameribank is waiving its right to receive any of
the Total Consideration in exchange for the Common Stock or Preferred Stock
owned by it.

REQUIRED VOTE

The presence, in person or by properly executed proxy, of the holders of a
majority of the outstanding shares of Common Stock, as a class, and Preferred
Stock, as a class, is necessary to constitute a quorum at the Special Meeting.
Each Shareholder is entitled to one vote for each share of Common Stock and
each share of Preferred Stock held by such Shareholder. Under Oklahoma law,
the affirmative vote of holders of a majority of the shares of outstanding
Common Stock and Preferred Stock, each voting as a class at the Special Meeting
is required to approve the Merger. For purposes of a quorum, abstentions will
be counted as shares of Common Stock or Preferred Stock voted, while broker
non-votes will not be so counted. The Merger does not require the approval of
a majority of the Shareholders of the Company other than Ameribank. Because
Ameribank, which holds approximately 62% of the Common Stock and 89% of the
Preferred Stock, intends to vote its shares of Common Stock and Preferred Stock
in favor of the Merger, approval and adoption of the Merger Agreement is
expected.

<PAGE> 45

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EFFECTIVE TIME

The Merger will become effective by filing a Certificate of Merger,
consistent with the Merger Agreement, with the Secretary of State of Oklahoma.
The Merger will be consummated only upon satisfaction or waiver, where
permissible, of the terms and conditions of the Merger Agreement and provided
that the Merger Agreement has not been terminated. The Merger Agreement may be
terminated by the mutual written consent of the Company and Ameribank, and
Ameribank may terminate the Merger Agreement at any time if there has been a
material adverse change in the business, assets, financial condition or
prospects of the Company. If the Merger has not been consummated by August 1,
1997, either the Company or Ameribank may terminate the Merger Agreement so
long as the reason that the Merger has not been consummated is not due to the
failure of the party choosing to terminate to fulfill any of its obligations
thereunder. No such waiver or termination will require the vote or consent of
the holders of Common Stock or Preferred Stock.

PAYMENT FOR SHARES OF COMMON STOCK AND PREFERRED STOCK

In order to receive the cash to which Shareholders will be entitled as a
result of the Merger, each holder of certificates representing shares of Stock
(other than Ameribank) will be required to surrender such holder's stock
certificate or certificates, together with a duly executed letter of
transmittal, to the Exchange Agent. Upon receipt of such certificate or
certificates together with a duly executed letter of transmittal, the Exchange
Agent will issue a check or draft to the person or persons entitled thereto in
an amount equal to $0.776901 (rounded to the nearest $0.01) for each share of
Common Stock and $58.35 for each share of Preferred Stock represented by such
stock certificate or certificates. If any payment for shares of Stock is to be
made in a name other than that in which the certificates for such shares of
Stock surrendered for payment are registered on the stock transfer books of the
Company as of the Effective Time, certificates so surrendered must be properly
endorsed or otherwise in proper form for transfer and the person requesting
such payment must pay to the Exchange Agent any transfer or other taxes
required by reason of the payment to a person other than the registered owner
of the certificate or certificates surrendered or shall establish to the
satisfaction of the Exchange Agent that such tax has been paid or is not
applicable. No interest will be paid or accrued on amounts payable upon the
surrender of any stock certificate.

Instructions with regard to the surrender of certificates, together with a
letter of transmittal to be used for this purpose, will be mailed to
Shareholders as promptly as practicable after the Effective Time. It also is
expected that letters of transmittal will be available at the office of the
Exchange Agent no later than the first business day following the Effective
Time. Shareholders should surrender certificates for shares of Common Stock
and Preferred Stock only with a letter of transmittal.

SHAREHOLDERS SHOULD NOT SEND IN ANY STOCK CERTIFICATES WITH THE ENCLOSED
PROXY CARD.

<PAGE> 46

-44-

CONDITIONS TO THE MERGER; WAIVER

The respective obligations of Ameribank and the Company to consummate the
Merger are subject to the satisfaction or waiver, on or before the Effective
Time, of the following conditions: (a) approval of the Merger and the Merger
Agreement at the Special Meeting by the affirmative vote of the holders of at
least a majority of the outstanding shares of Common Stock and Preferred Stock
at the Special Meeting, (b) approval of the Merger, if required, by the Board
of Governors of the Federal Reserve System and any other necessary regulatory
approvals, and (c) no applicable statute, rule or regulation which makes
consummation of the Merger illegal or otherwise prohibited nor any order,
decree, injunction or judgment enjoining the consummation of the Merger.

The obligations of Ameribank to consummate the Merger are subject to the
satisfaction or waiver, on or before the Effective Time, of the additional
conditions that: (a) the representations and warranties of the Company
contained in the Merger Agreement and in any certificate or other writing
delivered by the Company pursuant thereto shall be true and correct in all
material respects at and as of the Effective Time as if made at and as of such
time; (b) the Company shall have performed and complied in all material
respects with each obligation, agreement and covenant to be performed by and
complied with by it under the Merger Agreement at or prior to the Effective
Time; (c) receipt by Ameribank of a certificate signed by an executive officer
of the Company to the effect set forth in the preceding clauses (a) and (b);
(d) the holders of not more than 12% of the outstanding shares of Common Stock
shall have exercised their appraisal rights in the Merger in accordance with
Oklahoma law; (e) there has been no material adverse change in the business,
assets, financial condition or prospects of the Company; and (f) no action or
proceeding shall have been commenced or threatened for the purpose of obtaining
an injunction, order or damages before any court or governmental agency or
other regulatory or administrative agency or commission, domestic or foreign,
which Ameribank shall on advice of counsel reasonably determine would (1)
result in the imposition of material limitations on the ability of the Company
or Ameribank effectively to consummate the Merger, (2) have the effect of
rendering the Merger violative of any applicable law, or (3) have a material
adverse effect on the business, assets or financial condition of the surviving
corporation, which event is not within the reasonable control of Ameribank.

The obligations of the Company to consummate the Merger are subject to the
satisfaction or waiver, on or before the Effective Time, of the additional
conditions that: (a) the representations and warranties of Ameribank contained
in the Merger Agreement and in any certificate or other writing delivered by
Ameribank pursuant thereto shall be true and correct in all material respects
as of the Effective Time as if made at and as of such time (other than any
inaccuracies in such representations or warranties that are attributable to the
Company); (b) Ameribank shall have performed in all material respects all of
its obligations to be performed and complied with by it under the Merger
Agreement at or prior to the Effective Time; (c) receipt by the Company of a
certificate signed by an executive officer of Ameribank to the effect set forth
in the preceding clauses (a) and (b); and (d) no action or proceeding shall
have been commenced or threatened for the purpose of obtaining an injunction,
order or damages before any court or governmental agency or other regulatory or
administrative agency or commission, domestic or foreign, which the Company
shall on advice of counsel reasonably determine would (1) result in the

<PAGE> 47

-45-

imposition of material limitations on the ability of the Company or Ameribank
effectively to consummate the Merger, or (2) have the effect of rendering the
Merger violative of any applicable law.

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act")
provides that certain acquisition transactions may not be consummated unless
certain information has been furnished to the Antitrust Division of the
Department of Justice (the "Antitrust Division") and the Federal Trade
Commission (the "FTC") and certain waiting period requirements have been
satisfied. The Company believes that the HSR Act is not applicable to the
Merger. If the HSR Act were deemed to be applicable to the Merger, the
consummation of the Merger could be delayed pending compliance therewith.

The Antitrust Division and the FTC may scrutinize the legality under the
antitrust laws of transactions such as the Merger. Whether or not the HSR Act
is applicable, the Antitrust Division or the FTC could take any action under
the antitrust laws as it deems necessary or desirable in the public interest at
any time before or after the Merger. Such action may include seeking to enjoin
the Merger. Private parties may also seek to take action under the antitrust
laws. The Company's and Ameribank's obligation under the Merger is subject to
the condition, among others, that there shall not be instituted or pending any
action by any government or governmental authority or agency, domestic or
foreign, challenging the Merger.

The Company and Ameribank believe that the Merger does not violate the
applicable antitrust laws. Nevertheless, there can be no assurance that a
challenge to the Merger on antitrust grounds will not be made, or, if such
challenge is made, what the result will be.

Under the provisions of the Bank Holding Company Act of 1956, as amended
(12 U.S.C. Section 1841, et seq.) (the "Bank Holding Company Act") and the
regulations that have been promulgated thereunder, no bank holding company
shall merge or consolidate with any other bank holding company without the
prior approval of the Federal Reserve Board. Ameribank received approval from
the Federal Reserve Board for the July 1995 tender offer. Ameribank was
advised by the Federal Reserve Board on August 8, 1996 that because it
controlled more than fifty percent (50%) of the outstanding voting securities
of the Company after the tender offer, it would not be required to file an
application with the Federal Reserve Board to obtain approval for the Merger.

<PAGE> 48

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Under the provisions of the Oklahoma Banking Code (Okla. Stat. tit. 6,
Section 218) (the "Oklahoma Banking Code"), the approval of the Commissioner
of the Oklahoma Banking Department is required when, in the opinion of the
Commissioner, the condition of any bank is such that the transfer of capital
stock of such bank would jeopardize the interest of its customers.
Contemporaneously with the filing of this Proxy Statement with the Commission,
a copy of the Proxy Statement will be submitted to the Oklahoma Banking
Department for approval.

CERTAIN COVENANTS OF THE COMPANY AND AMERIBANK

VOTE. The Company has agreed, in accordance with applicable law, to use
its best efforts to solicit from its Shareholders proxies in favor of the
approval of the Merger and the Merger Agreement.

PAYMENT OF EXPENSES. Whether or not the Merger is consummated, Ameribank
has agreed to pay all reasonable expenses and disbursements incurred in
connection with the transactions contemplated by the Merger Agreement.

INDEMNIFICATION. Ameribank has agreed, from the Effective Date of the
Merger, to indemnify, without limitation, each member of the Board against any
claims arising out of the Merger. Each member of the Board has additional
rights to indemnification and advance of expenses under the OGCA and the
Certificate of Incorporation and/or Bylaws of the Company as a director of the
Company or otherwise. In addition, pursuant to certain terms of the Merger
Agreement, Ameribank has agreed to indemnify from the Effective Date of the
Merger, without limitation, each and every member of the Board against any
claims arising out of the Merger.

TERMINATION AND AMENDMENTS

The Merger Agreement may be terminated before the Effective Time (a) by
the mutual written consent of the Boards of Directors of Ameribank and the
Company, (b) at any time by Ameribank if there has been a material adverse
change in the business, assets, financial condition or prospects of the
Company, or (c) by either the Board of Directors of Ameribank or the Company if
the Merger shall not have been consummated on or before August 1, 1997;
PROVIDED, HOWEVER, that neither party may terminate the Merger Agreement
pursuant to clause (b) if the failure of such party to fulfill any of its
obligations under the Merger Agreement shall have been the reason the Merger
shall not have been consummated on or before said date.

Subject to applicable law, the Merger Agreement may be amended, modified
and supplemented by the mutual consent of the Company and Ameribank (as
authorized by each Board of Directors) at any time prior to the Effective Time.

NO THIRD-PARTY BENEFICIARIES

The Merger is being consummated expressly and solely for the benefit of
the parties to the Merger Agreement and no other person is entitled or shall be
deemed to be entitled to any

<PAGE> 49

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benefits or rights thereunder, nor shall be authorized or entitled to enforce
any rights, claims or remedies thereunder.

CERTAIN INFORMATION REGARDING AMERIBANK

Ameribank is an Oklahoma corporation with its principal offices located at
201 North Broadway, Shawnee, Oklahoma 74801.

Ameribank was organized in 1982 and is registered as a bank holding
company under the Bank Holding Company Act and primarily engaged, through its
banking subsidiary, ANB, in providing a full range of traditional banking and
related financial services to the commercial, consumer, energy, real estate,
agriculture and financial sectors, principally in the State of Oklahoma. The
principal business address of ANB is 201 North Broadway, Shawnee, Oklahoma
74801. Set forth below are the name, business address and present principal
occupation or employment, and material occupations, positions, offices or
employments for the past five years of each director and executive officer of
Ameribank. Except as otherwise noted, each director and executive officer of
the Ameribank is a citizen of the United States and has been employed in his or
her present principal occupation listed below during the last five years.

Mr. Don Bodard is Chairman of the Board of Directors and President of
Ameribank as well as the owner of Ameribank. Mr. Bodard also serves as a
director of ANB, and as a director of Unit Corporation, a New York Stock
Exchange Company. Mr. Bodard is the father-in-law of Mr. Adcock.

Mr. D. Wesley Schubert is a director and President of the Company and is a
director of United Bank, Del City, and its subsidiaries, United Del City Tower
and 4600 Corporation. Mr. Schubert has been the Vice Chairman of ANB and Vice
President of Ameribank since October 23, 1991. He is also a director of
Ameribank and the Treasurer. Mr. Schubert is Chairman of the Board of First
National Bank of Medicine Lodge, Kansas and a director of Medicine Lodge
Bancshares, Inc. Mr. Schubert has been employed in the past as a certified
public accountant by various investment, oil and gas, and banking businesses
owned by Mr. Bodard.

Since December 16, 1992, Mr. George N. Cook, Jr. has been President and
Chief Executive Officer of ANB and serves as a director and the Secretary of
Ameribank. Mr. Cook is a director of First National Bank of Medicine Lodge,
Kansas and Medicine Lodge Bancshares, Inc. He is the Chairman of the Board of
the Company and also the Chairman of the Board of United Bank, Del City, and
its subsidiaries, United Del City Tower, Inc. and 4600 Corporation. From 1990
to 1992, Mr. Cook was an Associate with the Kansas City bank consulting firm of
Swords & Associates.

Mr. J. Michael Adcock joined Ameribank full time as General Counsel on
March 1, 1996. Prior to that time he was engaged in the private practice of
law. He currently serves as a member of the Board of Directors of Grant
Geophysical, Inc., Ameribank, ANB, First National Bank of Medicine Lodge,
Kansas, Medicine Lodge Bancshares, Inc., the Company and United Bank, Del City,
and its subsidiaries, United Del City Tower and 4600 Corporation. Grant

<PAGE> 50

-48-

Geophysical filed a voluntary Chapter 11 bankruptcy petition in Delaware on
December 31, 1996. Mr. Adcock is the Secretary of the Company. Mr. Adcock
served in various management positions with Hadson Corporation (a New York
Stock Exchange Company) from 1983 to 1993, including Chief Executive Officer,
President and Chief Operating Officer and General Counsel. In October 1992,
Hadson Corporation filed a Chapter 11 bankruptcy petition and plan of
reorganization. The bankruptcy court confirmed the plan of reorganization in
November 1992 and the plan was consummated in December 1992. Mr. Adcock left
Hadson Corporation in December 1993.

Neither Ameribank nor any of its affiliates is subject to the information
and reporting requirements of the Exchange Act and, therefore, is not required
to file periodic reports, proxy statements or other information with the
Commission relating to their respective businesses, financial condition and
other matters. Ameribank is, however, required to file periodic reports and
other information with the Federal Reserve Board. Such periodic reports and
other information relating to Ameribank may be inspected and copied at the
offices of the Federal Reserve Bank of Kansas City, 925 Grand Ave, Kansas City,
Missouri 64198. ANB is also required to file quarterly reports of income and
condition with the Federal Deposit Insurance Corporation, 550 17th Street,
N.W., Washington D.C. 20429.

Financial information regarding Ameribank may be inspected and copied at
the offices of the Federal Reserve Bank of Kansas City as previously noted.
Financial Information regarding Ameribank is not included as Ameribank believes
that such information is not material to a decision by a Shareholder of the
Company whether to vote in favor of the Merger. Financing by Ameribank is not
a condition to the Merger. The Merger proposed is a cash transaction and not a
transaction involving an exchange of shares.

Ameribank owns approximately 62% of the Common Stock and 89% of the
Preferred Stock. Pursuant to the Merger Agreement, Ameribank will be the
surviving corporation in the Merger under the laws of Oklahoma. The
Certificate of Incorporation and Bylaws of Ameribank as in effect immediately
prior to the Effective Time will be the surviving corporation's Certificate of
Incorporation and Bylaws. The directors of Ameribank immediately prior to the
Effective Time will be the directors of the surviving corporation and the
officers of Ameribank immediately prior to the Effective Time will be the
officers of the surviving corporation.

DESCRIPTION OF CAPITAL STOCK OF THE COMPANY

CAPITAL STOCK.

The authorized capital stock of the Company consists of 10,650,000 shares
of stock comprised of 10,000,000 shares of Common Stock, $1.00 par value,
150,000 shares of 9% Cumulative Non-Voting Preferred Stock, $30.00 par value,
and 500,000 shares of Class B Preferred Stock, $1.00 par value. As of March
31, 1997, 1996, 2,532,237 shares of Common Stock were issued and outstanding
and held by approximately 450 Shareholders of record, 145,199 shares of
Preferred Stock were issued and outstanding, and held by approximately 86
Shareholders of record and no shares of Class B Preferred Stock were issued or
outstanding.

<PAGE> 51

-49-

RECENT MARKET PRICES.

The Common Stock has never been listed on a national securities exchange
and is not currently quoted on the National Quotation Bureau's "Pink Sheets".
There is currently no established public trading market for the Company's
Common Stock. According to information supplied to the Company on Schedule 13D
filings with the Commission, Ameribank has paid $0.50 for shares of Common
Stock and Mr. Robert B. Krumme and his affiliates have paid between $0.50 and
$0.77 per share of Common Stock acquired between November 21, 1995 and April
24, 1997. Certain transactions in the Common Stock are set out in "SPECIAL
FACTORS -- Background of the Merger" and "BENEFICIAL OWNERSHIP OF SHARES --
Beneficial Ownership and -- Certain Transactions in Common Stock and Preferred
Stock."

DIVIDENDS.

The Company has 145,199 shares of Preferred Stock outstanding which have
an aggregate par value of $4,355,970. No dividends have been paid on the
Preferred Stock since October 1, 1985. Cumulative unpaid dividends at
September 30, 1996 amount to $4,312,450 or approximately $29.70 per share. All
accumulated dividends on Preferred Stock shall remain undeclared and unpaid
prior to and during the Merger. Until the accumulated dividends on the
Preferred Stock are paid, no dividends may be paid on the Common Stock.
Dividends have not been paid on the Common Stock in the last 44 quarters or 11
years.

BUSINESS OF THE COMPANY

OVERVIEW

The Company is an Oklahoma corporation with its principal executive
offices located at 4600 S.E. 29th Street, Del City, Oklahoma 73115.

The Company is a one-bank holding company registered under the Bank
Holding Company Act. The principal business of the Company is the ownership
and supervision of United. As of March 31, 1996, the Company and its
subsidiaries had approximately 50 full-time equivalent employees. United is a
state chartered banking association whose deposits are insured pursuant to the
Federal Deposit Insurance Act. United, which operates primarily in Oklahoma,
competes with other financial institutions in its trade area in providing a
full range of traditional banking and related financial services to the
commercial, consumer, energy, real estate and financial sectors. United Bank,
Del City, operates two wholly-owned subsidiaries, United Del City Tower, Inc.
and 4600 Corporation.

United Del City Tower, Inc. owns and manages the Bank Tower of which the
first and part of the second floors are occupied by United. The facility was
approximately 98% occupied at the end of 1996. 4600 Corporation was formed to
sell assets on which United, foreclosed.

The Company is subject to the information and reporting requirements of
the Exchange Act and, therefore, is required to file periodic reports, proxy
statements and other

<PAGE> 52

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information with the Commission relating to its business, financial condition
and other matters. Such annual and quarterly statements, proxy statements and
other information relating to the Company may be inspected and copied at the
Commission's public reference facilities at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. see "Available Information." In addition, the
Company is required to file periodic reports and other information with the
Federal Reserve Board. Such periodic reports and other information relating to
the Company may be inspected and copied at the offices of the Federal Reserve
Bank of Kansas City, 925 Grand Ave, Kansas City, Missouri 64198.

TRANSACTIONS WITH AFFILIATES

American Imaging Center ("AIC") is a joint venture partnership composed of
ANB and United as joint venture partners. On September 1, 1996, AIC sold to
Data Center, Inc. ("DCI"), a Kansas corporation, all of the assets of AIC. For
a term of five years from the sale, DCI agreed to rebate to the joint venture
partners for new imaging processing customers utilizing services at AIC a
royalty of five percent (5%) of gross imaging processing revenues from new
customers, less pass through charges.

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected historical financial information
for the Company for each of the five years in the period ended December 31,
1996. The following information should be read in conjunction with "BUSINESS
OF THE COMPANY -- Management's Discussion and Analysis of Results of Operations
and Financial Condition". The Company's audited financial statements for the
fiscal years ended December 31, 1996, December 31, 1995, December 31, 1994 and
December 31, 1993 are incorporated herein by reference to the Company's Annual
Report on Form 10-K for the years ended December 31, 1996, December 31, 1995,
December 31, 1994 and December 31, 1993.

<PAGE> 53

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SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
Summary of Income:
Interest income ....................................... $ 6,454 6,015 5,160 5,235 5,460
Interest expense ...................................... (2,428) (2,569) (1,801) (1,847) (2,299)
Provision for loan losses ............................. (511) (279) (90) (236) (128)
Non-interest income ................................... 1,111 1,016 1,030 837 795
Non-interest expense .................................. (3,300) (3,155) (3,206) (3,068) (2,735)
Income (loss) before income taxes and cumulative
effect of change in accounting principle ............ 1,326 1,028 1,093 921 1,093
Income tax benefit (expense) .......................... (391) (253) (264) (266) (445)
Income (loss) before cumulative effect of change in
accounting principle ................................ 935 775 829 655 648
Cumulative effect of change in accounting principle ... -- -- -- 116 0
Net income (loss) ..................................... 935 775 829 771 648

Per share data:
Income (loss) before cumulative effect of change in
accounting principle ................................ $ 0.21 0.15 0.17 0.10 0.10
Cumulative effect of change in accounting principle ... -- -- -- 0.04 0.00
Net income (loss) ..................................... $ 0.21 0.15 0.17 0.14 0.10
Average outstanding common shares ..................... 2,532 2,532 2,616 2,644 2,644

Period end balances:
Cash and due from banks ............................... $ 3,070 2,584 2,440 1,907 3,270
Federal funds sold .................................... -- 6,300 -- 460 1,560
Investment securities ................................. 25,720 28,800 30,588 29,794 33,352
Loans, net of unearned discount and allowance for
loan losses ........................................... 50,273 43,604 41,401 36,509 33,804
Total assets ............................................ 84,051 86,071 79,720 74,564 78,556
Deposits ................................................ 73,120 76,270 69,647 66,094 70,302
Long-term debt .......................................... -- -- -- 450 900
Stockholders' equity .................................... 8,823 7,823 6,949 6,289 5,518
</TABLE>

<PAGE> 54

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As the Company's separate existence will be eliminated in the Merger, pro
forma data disclosing the effect of the Merger on its balance sheet, statement
of income, earnings per share amounts, ratio of earnings to fixed charges and
book value per share is not provided.

MANAGEMENT'S POSITION REGARDING THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION OF THE COMPANY

Management has prepared and is responsible for the consolidated financial
statements and related financial information which is contained in the
Company's Form 10-Ks and incorporated by reference into this Proxy Statement.
These financial statements were prepared in accordance with generally accepted
accounting principles which are consistently applied and appropriate in the
circumstances. The statements necessarily include amounts based on
management's best judgment and estimates.

The Company maintains accounting and other control systems, including
internal audits of its operations, to provide reasonable assurance that assets
are safeguarded and that the books and records reflect the authorized
transactions of the Company. Underlying the concept of reasonable assurance is
the premise that the cost of control should not exceed the benefit. Management
believes that the Company's accounting and other control systems appropriately
recognize this cost/benefit relationship.

The Company's independent accountants, KPMG Peat Marwick, L.L.P., provide
an independent objective assessment of the degree to which management meets its
responsibility for fairness in financial reporting. They evaluate the
Company's system of internal accounting control in determining the nature and
extent of audit tests and perform such tests and other procedures as they deem
necessary to reach and express an opinion on the financial statements.

The Board is responsible for reviewing and monitoring the Company's
financial reports and accounting practices. The Board meets to discuss audit
and financial reporting matters with representatives of management and the
independent accountants. The independent accountants have direct access to the
Board.

<PAGE> 55

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BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK AND PREFERRED STOCK OF THE
COMPANY

Beneficial Ownership

The following table sets forth, to the best of the Company's knowledge,
the beneficial ownership of voting securities, as of March 31, 1997, with
respect to (i) each person or group known to the Company to own more than 5% of
the outstanding shares of Common Stock or Preferred Stock and (ii) each
director and executive officer of the Company.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS

The security ownership of each person known by the Company to be the
beneficial owner of more than five percent (5%) of the Common Stock and
Preferred Stock as of April 24, 1997 is as follows:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT BENEFICIALLY
TITLE CLASS BENEFICIAL OWNER OWNED PERCENT OF OWNERSHIP
- --------------- --------------------- -------------------- --------------------
<S> <C> <C> <C>
Common Stock Ameribank Corporation 1,559,498 62%
201 N. Broadway
Shawnee, OK 74801

Common Stock Dona B. Adcock Right to acquire * 10.06%
201 N. Broadway 254,666
Shawnee, OK 74801

Common Stock Robert B. Krumme 339,077** 13.39%
P.O. Box 749
Bristow, OK 74010

Preferred Stock Ameribank Corporation 129,016 89%
201 N. Broadway
Shawnee, OK 74801

Preferred Stock Dona B. Adcock Right to acquire * 14.51%
201 N. Broadway 21,068
Shawnee, OK 74801
</TABLE>

** The number of shares of Common Stock includes 106,796 shares held by Sooner
Southwest Bankshares and 121,696 shares held by Illinois Refining Company, of
which Mr. Krumme claims beneficial ownership .

<PAGE> 56

-54-

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The security ownership of each director and executive officer of the
Common Stock and Preferred Stock as of December 31, 1996 is as follows:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT BENEFICIALLY
TITLE CLASS BENEFICIAL OWNER OWNED PERCENT OF OWNERSHIP
- --------------- --------------------- -------------------- --------------------
<S> <C> <C> <C>
Common Stock D. Wesley Schubert Right to acquire * 10.06%
201 N. Broadway 254,666
Shawnee, OK 74801

Common Stock George N. Cook , Jr. Right to acquire * 10.06%
201 N. Broadway 254,666
Shawnee, OK 74801

Preferred Stock D. Wesley Schubert Right to acquire * 14.51%
201 N. Broadway 21,068
Shawnee, OK 74801

Preferred Stock George N. Cook , Jr. Right to acquire * 14.51%
201 N. Broadway 21,068
Shawnee, OK 74801
</TABLE>

* Ameribank Corporation and Messrs. George N. Cook, D. Wesley Schubert and J.
Michael Adcock entered into a Stock Purchase Agreement, dated November 3, 1995,
which provides that Ameribank will sell to each of Messrs. Cook, Schubert and
Adcock 16.33% of the total number of shares of Common Stock and 9% Cumulative
Non-Voting Preferred Stock which Ameribank owns or acquires in future
purchases. The terms provide that the purchase price for such Stock shall be
the price at which Ameribank acquired the shares, plus costs incurred, plus
interest, accrued from the date of acquisition of such Stock to the closing of
the purchase contemplated by the agreement, at a rate equal to the base rate of
interest of Chase Manhattan Bank, N.A. from time to time. The consummation of
the transactions are subject to (1) approval from the Federal Reserve System;
(2) the entering into by the parties of a Shareholders' Agreement restricting
the future transfer of the Stock by Messrs. Adcock, Schubert and Cook; and (3)
the entering into by the parties of a Voting Trust Agreement appointing
Ameribank as Trustee to vote the shares of Common Stock. On November 27, 1996,
Mr. Adcock entered into an agreement with his wife, Dona B. Adcock,
transferring to her his rights to purchase shares of the Company under the
Stock Purchase Agreement. Mrs. Adcock is the daughter of Mr. Bodard, the sole
shareholder of Ameribank. Messrs. Cook and Schubert and Mrs. Adcock have
entered into an Addendum to the Stock Purchase Agreement dated January 27,
1997, whereby Ameribank agrees that if the Merger is consummated, Ameribank
will sell to each of Messrs. Cook and Schubert and Mrs. Adcock 16.33%

<PAGE> 57

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of the total number of shares of common stock outstanding of United at a price
per share equal to the total consideration, plus costs and interest paid by
Ameribank for the Stock, divided by the total number of outstanding shares of
common stock of United, and on the same terms and subject to the same
conditions as previously agreed.

CERTAIN TRANSACTIONS IN COMMON STOCK AND PREFERRED STOCK

The following tables set forth certain information concerning the Common Stock
and Preferred Stock acquired by Ameribank in private transactions since the
termination of the tender offer on December 29, 1995.

<TABLE>
<CAPTION>
COMMON STOCK
DATE OF PURCHASE NUMBER OF SHARES AMOUNT PAID
- ---------------- ---------------- -----------
<S> <C> <C>
*January 2, 1996 50,000 $0.50
January 24, 1996 22,368 $0.50
January 30,1996 1,000 $0.50
January 31, 1996 338 $0.50
March 4, 1996 1,100 $0.50
March 20, 1996 14,000 $0.50
April 10, 1996 2,676 $0.50
April 11, 1996 1,828 $0.50
May 7, 1996 6,000 $0.50
May 28, 1996 3,813 $0.50
June 4, 1996 264 $0.50
*June 6, 1996 840 $0.50
*June 6, 1996 4,959 $0.50
June 27, 1996 10,000 $0.50
</TABLE>

* The terms of agreements with sellers in these transactions included a
provision that in the event a higher price per share is paid by Ameribank to
other shareholders in a merger transaction occurring within one (1) year from
the date of such stock purchase agreement, Ameribank would pay to such seller
the difference in cash. The terms of the agreements, dated January 2, 1996,
with regard to

<PAGE> 58

-56-

additional consideration have now expired. However, if the Merger is
consummated by June 6, 1997, Ameribank would be required to pay sellers in
other transactions identified above additional consideration to equal the
Common Consideration per share.

<TABLE>
<CAPTION>
COMMON STOCK
DATE OF PURCHASE NUMBER OF SHARES AMOUNT PAID
- ---------------- ---------------- -----------
<S> <C> <C>
January 2, 1996 832 $25.00
January 17, 1996 100 $25.00
March 13, 1996 44 $18.00
March 13, 1996 2,510 $30.00
April 1, 1996 1,296 $37.00
April 22, 1996 120 $35.00
May 10, 1996 300 $30.00
**June 3, 1996 15,787 $49.50
June 4, 1996 22 $30.00
**June 6, 1996 2,008 $49.50
</TABLE>

** The terms of agreements with sellers in these transactions included a
provision that in the event a higher price per share is paid by Ameribank to
other shareholders in a merger transaction occurring within one (1) year from
the date of such stock purchase agreement, Ameribank would pay to such seller
the difference in cash. If the Merger is consummated before May 31, 1997,
Ameribank will be required to pay sellers in the transactions identified above
additional consideration to equal the Preferred Consideration per share.

PROXY SOLICITATION

Proxies are being solicited by and on behalf of the Company. All expenses
of this solicitation, including the cost of preparing and mailing this Proxy
Statement, will be borne by Ameribank. In addition to solicitation by uses of
the mails, proxies may be solicited by directors, officers and employees of the
Company in person or by telephone, telegram or other means of communication.
Such directors, officers and employees will not be additionally compensated,
but

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may be reimbursed for out-of-pocket expenses in connection with such
solicitation. Arrangements will also be made with custodians, nominees and
fiduciaries for forwarding of proxy solicitation material to beneficial owners
of Common Stock and Preferred Stock held of record by such persons, and
Ameribank may reimburse such custodians, nominees and fiduciaries for
reasonable expenses incurred in connection therewith.

CURRENT INFORMATION: DELISTING AND DEREGISTRATION

After the Effective Time, the Common Stock will cease trading entirely,
registration of Common Stock under the Exchange Act will terminate and the
Company will cease filing reports with the Commission. Moreover, the Company
will be relieved of the obligation to comply with the proxy rules of Regulation
14A under Section 14 of the Exchange Act, and its officers, directors and 10%
Shareholders will be relieved of the reporting requirements and "short-swing"
trading liability under Section 16 of the Exchange Act.

INDEPENDENT AUDITORS

Representatives of KPMG Peat Marwick, L.L.P., the Company's independent
auditors, are expected to be present at the Special Meeting and will have an
opportunity to make a statement should they desire to do so. Such
representatives are also expected to be available to respond to questions.

FUTURE SHAREHOLDER PROPOSALS

If the Merger is not consummated, any shareholder who wishes to present a
proposal for inclusion in the Proxy Statement for action at future Annual
Meetings of Shareholders must comply with the rules and regulations of the
Commission then in effect. The date by which such proposals must be received
by the Company for inclusion in the Company's Proxy Statement for the 1997
Annual Meeting has not yet been determined. If the Merger is not consummated,
the Company will inform holders of the Common Stock of the date by which such
proposals must be received by the Company for inclusion in the Company's Proxy
Statement for the 1997 Annual Meeting of Shareholders.

OTHER BUSINESS

The Board does not intend to bring any other matters before the Special
Meeting and does not know of any matters to be brought before the Special
Meeting by others. If any other matter should come before the Special Meeting,
it is the intention of the persons named in the accompanying proxy to vote the
proxy on behalf of the Shareholders they represent in accordance with their
best judgment.

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ANNEX A

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger dated as of December 3, 1996 (this
"Agreement") is entered into by United Oklahoma Bankshares, Inc., an Oklahoma
corporation ("UOB") and Ameribank Corporation, an Oklahoma corporation
("Ameribank").

WHEREAS, Ameribank owns a majority of the shares of common stock and
preferred stock of UOB;

WHEREAS, a Special Committee of the Board of Directors of UOB (the
"Special Committee"), comprised of two (2) members of the Board of Directors of
UOB who do not have any financial or personal interest in Ameribank and who are
not officers, directors, employees or stockholders of Ameribank, were appointed
by the Board of Directors of UOB to, among other things, evaluate any proposal
by Ameribank to merge UOB with Ameribank and to negotiate, for and on behalf of
UOB, the terms and conditions of any merger of UOB with Ameribank and to make
recommendations to the Board of Directors of UOB regarding a merger of UOB with
Ameribank;

WHEREAS, pursuant to the negotiations between the Special Committee and
representatives of Ameribank, Ameribank has agreed to pay to the non-Ameribank
shareholders of UOB, in the aggregate, the sum of $1,700,000.00 in
consideration for the Merger (as hereinafter defined), with $58.35 per share to
be paid for each of the 16,183 shares of UOB preferred stock held by
non-Ameribank preferred stockholders (totaling $944,278.05) and $0.776901 per
share (rounded to the nearest $.01) to be paid for each of the 972,739 shares
of common stock of UOB held by non-Ameribank common stockholders (totaling
$755,721.95), which consideration the financial advisor to the Special
Committee has determined to be fair from a financial point of view;

WHEREAS, the parties hereto desire to effect the merger of UOB with and
into Ameribank (the "Merger") pursuant to the terms of this Agreement; and

WHEREAS, the Board of Directors of UOB, pursuant to the recommendations of
the Special Committee, and the Board of Directors of Ameribank have determined
that the Merger contemplated hereby is fair to and in the best interests of UOB
and its shareholders and Ameribank and its shareholders;

NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follow:

ARTICLE I

THE MERGER

SECTION 1. Meeting of UOB's Stockholders. UOB will take all action
necessary in accordance with applicable law to convene a meeting of its
stockholders (the "Special Meeting")

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as promptly as practicable after the date hereof to consider and vote upon the
Merger. The Board of Directors of UOB, subject to its fiduciary duties as
advised by counsel, will recommend that UOB's stockholders vote in favor of the
Merger and the approval and adoption of this Agreement.

SECTION 1.1 Proxy Statement; Schedule 13E-3. As soon as practicable,
UOB shall file with the Securities and Exchange Commission (the "SEC") under
the Securities Exchange Act of 1934 (the "Exchange Act"), and shall use its
reasonable efforts to have cleared by the SEC, a proxy statement (together with
any amendments or supplements thereto, the "Proxy Statement"), with respect to
the Special Meeting. In addition, UOB and Ameribank shall file with the SEC
and make available to UOB's stockholders, as required by applicable law, a
joint Schedule 13E-3 (together with any amendments or supplements thereto, the
"Schedule 13E-3") with respect to the Special Meeting and the Merger.
Ameribank will provide all information relating to it or its affiliates (other
than UOB), for use in the preparation of the Proxy Statement and Schedule
13E-3. UOB will provide all information, other than that relating to Ameribank
or its affiliates (other than UOB), for use in the Proxy Statement and in the
Schedule 13E-3. The information provided and to be provided by UOB and
Ameribank, respectively, for use in the Proxy Statement and in the Schedule
13E-3 shall be true and correct in all material respects and shall not omit to
state any material fact necessary in order to make such information not
misleading as of the date of the Proxy Statement or the Schedule 13E-3, as the
case may be, and as of the date of the Special Meeting. UOB will promptly
advise Ameribank or Ameribank will promptly advise UOB, in writing, if at any
time prior to the Effective Time (as defined in Section 1.2) UOB or Ameribank
shall obtain knowledge of any facts that might make it necessary or appropriate
to amend or supplement the Proxy Statement or the Schedule 13E-3 in order to
make the statements contain or incorporated by reference therein not misleading
or to comply with applicable law. The Proxy Statement shall contain the
recommendation of the Board of Directors of UOB referred to in this Section 1
as well as the conclusion of the Board of Directors of UOB that the terms and
conditions of the Merger are fair to the stockholders of UOB (other than
Ameribank).

SECTION 1.2. The Merger. At the Effective Time, the Merger shall occur
in accordance with the Oklahoma General Corporation Act ("Oklahoma Law"),
whereupon the separate existence of UOB shall cease, and Ameribank shall be the
surviving corporation (the "Surviving Corporation"). As soon as practicable
after all the conditions set forth in Article VII have been satisfied or
waived, UOB and Ameribank will file, or cause to be filed, with the Secretary
of State of the State of Oklahoma a certificate of merger for the Merger in
accordance with Oklahoma Law (the "Certificate of Merger"). The Merger shall
become effective at the time such filing is made or at such other time as is
set forth in the Certificate of Merger (the "Effective Time"). From and after
the Effective Time, the Surviving Corporation shall possess all the rights,
privileges, powers and franchises and be subject to all of the restrictions,
disabilities, liabilities and obligations and duties of UOB and Ameribank, all
as provided under Oklahoma Law.

SECTION 1.3. Conversion of Outstanding Shares. At the Effective Time
Ameribank shall pay , in aggregate, to the non-Ameribank shareholders of UOB a
total of $1,700,000.00 (the "Total Consideration"), in cash, as consideration
for the Merger, payable as follows: (a) each share of Common Stock (as defined
in Section 2.2) of UOB (a "Share" and, collectively, the "Shares") outstanding
immediately prior to the Effective Time (except for the

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Canceled Shares hereinafter referred to) shall, except as otherwise provided in
this Section 1.3, be converted into and shall receive $0.776901 (rounded to the
nearest $0.01) in cash (the "Merger Consideration"); (b) each share of
Preferred Stock (as defined in Section 2.2) of UOB (a Preferred Share and,
collectively, the Preferred Shares) outstanding immediately prior to the
Effective Time (except for the Canceled Shares hereinafter referred to) shall,
except as otherwise provided in this Section 1.3, be converted into and shall
receive $58.35 in cash (the "Preferred Merger Consideration"); (c) each Share
and each Preferred Share held by Ameribank or any subsidiary of Ameribank
outstanding immediately prior to the Effective Time (a "Canceled Share" and,
collectively, the "Canceled Shares") shall, by virtue of the Merger, and
without any action on the part of the holder thereof, be canceled and retired
and cease to exist, without any conversion thereof and shall not be entitled to
any of the consideration referred to in this Section 1.3; PROVIDED, HOWEVER,
that in connection with, and only in connection with, the consummation of the
Merger, Ameribank waives its right to receive, and shall not receive any
portion of the Total Consideration and consents to being treated less favorably
than the other stockholders of UOB; (d) each share of common stock of Ameribank
outstanding immediately prior to the Effective Time shall not be converted by
virtue of the Merger and each such outstanding share of common stock of
Ameribank shall remain issued and outstanding after the Merger; (e) each Share
held by UOB as treasury shares shall be canceled and retired without payment
thereof and; (f) each share of Class B Preferred Stock of UOB (as defined in
Section 2.2), none of which are issued and outstanding, shall be canceled and
retired without payment thereof.

1.3.1 Notwithstanding Section 1.3 (a) and (b), Shares and Preferred Shares
outstanding immediately prior to the Effective Time and held by a holder who
has not voted in favor of the Merger or consented thereto in writing and who
has demanded appraisal for such Shares and Preferred Shares in accordance with
Oklahoma Law shall not be converted into a right to receive the Merger
Consideration or Preferred Merger Consideration pursuant to such Section 1.3(a)
and 1.3(b) unless such holder fails to perfect or withdraws or loses the right
to appraisal but the holder thereof shall be entitled only to such rights and
to receive such consideration, if any, as may be determined pursuant to Section
1091 of the Oklahoma Law. If, after the Effective Time, such holder fails to
perfect or withdraws or loses the right to appraisal, such Shares or Preferred
Shares shall thereupon be deemed to have been converted into and shall receive,
at the Effective Time, the Merger Consideration pursuant to the terms of
Section 1.3 (a), or the Preferred Merger Consideration pursuant to the terms of
Section 1.3(b), without any interest thereon or addition thereto and such Share
or Preferred Share shall thereupon be canceled. UOB shall give Ameribank
prompt notice of any demands received by UOB for appraisal of Shares or
Preferred Shares, and Ameribank shall have the right to participate in all
negotiations and proceedings with respect to such demands. UOB shall not,
except with the prior written consent of Ameribank, make any payment with
respect to, or settle or offer to settle, any such demands.

SECTION 1.4. Surrender and Exchange. Promptly after the Effective Time,
the Surviving Corporation, or such bank or trust company acting as paying agent
(the "Paying Agent") for the Merger pursuant to an agreement in a form to be
mutually agreed upon by UOB and Ameribank, shall mail or cause to be mailed to
each holder of Shares and Preferred Shares (except the Canceled Shares) at the
Effective Time a letter of transmittal for use in surrendering for

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exchange the certificate or certificates representing such Shares or Preferred
Shares. After the Effective Time, each such holder, upon surrender to the
Paying Agent of such certificate or certificates (together with such letter of
transmittal duly executed), will be entitled to receive the Merger
Consideration or the Preferred Merger Consideration. Until so surrendered,
each such certificate shall after the Effective Time represent for all purposes
only the right to receive the Merger Consideration or the Preferred Merger
Consideration, whichever is applicable. At the Effective Time, Ameribank shall
furnish or cause to be furnished to the Paying Agent good funds equal to the
aggregate of the Total Consideration payable to the holders of Shares and
Preferred Shares (except the Canceled Shares). After the Effective Time, there
shall be no further registration or transfers of Shares or Preferred Shares.

1.4.1 Prior to the Effective Time, the Surviving Corporation, with the
approval of UOB, shall establish reasonable procedures for the delivery of the
Merger Consideration or the Preferred Merger Consideration to holders of Shares
or Preferred Shares (except the Canceled Shares) whose stock certificates have
been lost, destroyed or mutilated. If any delivery of the Merger Consideration
or Preferred Merger Consideration is to be made pursuant to Section 1.3(a) or
Section 1.3(b) to a person other than the registered holder of the certificate
or certificates surrendered in exchange therefor, it shall be a condition to
such delivery that the certificate or certificates so surrendered shall be
properly endorsed or be otherwise in proper form for transfer and that the
person requesting such delivery shall (a) pay to the Paying Agent any transfer
or other taxes required as a result of delivery to a person other than the
registered holder or (b) establish to the satisfaction of the Paying Agent that
such tax has been paid or is not payable. Any holder of Shares or Preferred
Shares who has not exchanged the Shares or Preferred Shares for the Merger
Consideration or Preferred Merger Consideration in accordance with Section 1.4
within one (1) year after the Effective Time shall have no further claim upon
the Paying Agent and shall thereafter look only to the Surviving Corporation
for payment in respect of the Shares or Preferred Shares. Notwithstanding the
foregoing, no party hereto shall be liable to a holder of Shares or Preferred
Shares for any amount paid to a public official pursuant to applicable
abandoned property laws.

SECTION 1.5. Certificate of Incorporation. The Certificate of
Incorporation of Ameribank as in effect immediately prior to the Effective Time
shall be the Certificate of Incorporation of the Surviving Corporation until
amended in accordance with applicable law.

SECTION 1.6. By-Laws. The By-Laws of Ameribank as in effect immediately
prior to the Effective Time shall be the By-Laws of the Surviving Corporation
until amended in accordance with applicable law.

SECTION 1.7. Directors and Officers. From and after the Effective Time,
until successors are duly elected or appointed in accordance with applicable
law, (a) the directors of Ameribank at the Effective Time shall be the
directors of the Surviving Corporation and (b) the officers of Ameribank at the
Effective Time shall be the officers of the Surviving Corporation.

SECTION 1.8. Stock Transfer Books. At the Effective Time the stock
transfer books of UOB shall be closed and no transfer of shares of Common Stock
or Preferred Stock shall thereafter be made on such stock transfer books.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF UOB

SECTION 2. Representations and Warranties of UOB. UOB represents and
warrants to Ameribank that:

SECTION 2.1. Corporate Organization. UOB is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Oklahoma, and has all requisite corporate power and authority to own its
properties and assets and to conduct its businesses as now conducted.

SECTION 2.2. Capitalization. The authorized capital stock of UOB
consists of 10,650,000 shares of stock comprised of 10,000,000 shares of Common
Stock, par value $1.00 per share (the "Common Stock"), 2,532,237 shares of
which are issued and outstanding; 150,000 shares of 9% Cumulative Non-Voting
Preferred Stock, par value $30.00 per share (the "Preferred Stock"), 145,199
shares of which are issued and outstanding; and 500,000 shares of Class B
Preferred Stock, par value of $1.00 per shares ( the "Class B Preferred
Stock"), no shares of which are issued or outstanding. All shares of Common
Stock and Preferred Stock have been duly authorized and validly issued, and are
fully paid and nonassessable and no personal liability attaches to the
ownership thereof.

SECTION 2.3. Authorization and Validity of Agreement. UOB has the
corporate power to enter into this Agreement and to carry out its obligations
hereunder and to consummate the Merger subject to the approval of the Merger by
the shareholders of UOB, pursuant to the laws of the State of Oklahoma and the
Exchange Act, and approvals as may be required by the Board of Governors of the
Federal Reserve System ("Federal Reserve Approvals"). The execution and
delivery of this Agreement and the performance of UOB's obligations hereunder
have been duly authorized by all necessary corporate action, including, without
limitation, by the Board of Directors of UOB, except approval by the
shareholders of UOB pursuant to the laws of the State of Oklahoma and the
Exchange Act. The consummation of the Merger has been duly authorized by all
necessary corporate action, other than the affirmative vote of the stockholders
of UOB in accordance with applicable law and this Agreement, and approval of
the Merger by the stockholders of UOB has been recommended by the Board of
Directors of UOB. This Agreement has been duly executed by UOB and constitutes
the valid and binding obligation of UOB enforceable against UOB in accordance
with its terms, except (a) to the extent that enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights generally, and (b) that the availability of
equitable remedies, including specific performance, is subject to the
discretion of the court before which any proceeding therefor may be brought.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF AMERIBANK

SECTION 3. Representations and Warranties of Ameribank. Ameribank
represents and warrants to UOB that:

SECTION 3.1. Corporate Organization. Ameribank is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Oklahoma and has all requisite corporate power and authority to own its
properties and assets and to conduct its business as now conducted.

SECTION 3.2. Title To Canceled Shares. All of the Canceled Shares are
owned of record and beneficially by Ameribank free and clear of all liens.

SECTION 3.3. Authorization and Validity of Agreement. Ameribank has the
corporate power to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of this Agreement and the performance of
Ameribank's obligations hereunder have been duly authorized by the Board of
Directors and by the stockholders of Ameribank and no other proceedings on the
part of Ameribank are necessary to authorize such execution, delivery and
performance. This Agreement has been duly executed by Ameribank and is the
legal, valid and binding obligation of Ameribank, enforceable against Ameribank
in accordance with its terms, except (a) to the extent that enforceability may
be limited by applicable bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors' rights generally, and (b) that the
availability of equitable remedies, including specific performance, is subject
to the discretion of the court before which any proceeding therefor may be
brought.

SECTION 3.4. No Conflict or Violation. As of the date hereof and as of
the Effective Time, the execution, delivery and performance by Ameribank of
this Agreement and consummation of the Merger does not and will not (a) violate
or conflict with any provision of the charter documents or By-Laws of
Ameribank, or (b) violate any provision of law, or any order, judgment or
decree of any court or other governmental or regulatory authority.

SECTION 3.5. Consents and Approvals. As of the Effective Time, no
material consent, waiver, authorization or approval of any governmental or
regulatory authority, domestic or foreign, or of any other person, firm or
corporation, and no material declaration or notification to or filing or
registration with any such governmental or regulatory authority, is required on
the part of Ameribank in connection with the execution and delivery of this
Agreement by Ameribank, the performance of Ameribank of its obligations
hereunder, or the consummation of the Merger, other than in connection with or
in compliance with the applicable provisions of Oklahoma Law, the Exchange Act
or Federal Reserve Approval.

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ARTICLE IV

COVENANTS OF UOB

SECTION 4. Covenants of UOB. UOB agrees that:

SECTION 4.1. Vote. UOB agrees that from and after the date hereof, UOB
will, to the extent permitted by applicable law or as otherwise reasonably
requested by Ameribank and in accordance with Oklahoma Law and its Certificate
of Incorporation and By-Laws, use its best efforts to (a) solicit from the
stockholders of UOB proxies in favor of the approval of this Agreement and (b)
take all other action necessary or helpful to secure a vote of stockholders in
favor of the Merger and to approve this Agreement.

SECTION 4.2. Access To Information. From and after the date hereof and
subject to the execution of such confidentiality agreements as UOB shall
reasonably require, UOB will give Ameribank and its counsel, financial
advisors, auditors and other authorized representatives reasonable access to
the offices, properties, books and records of UOB and will instruct UOB's
employees, counsel and financial advisors to cooperate with any such person in
its investigation of UOB.

ARTICLE V

COVENANTS OF AMERIBANK

SECTION 5. Covenants of Ameribank. Ameribank agrees that:

SECTION 5.1. Other Fees and Expenses. Ameribank will pay all reasonable
attorneys' fees, expenses and disbursements of UOB incurred prior to or after
the date hereof in connection with the transactions contemplated by this
Agreement.

SECTION 5.2. Vote. Ameribank will vote the Canceled Shares in favor of
the approval and adoption of this Agreement and the approval of the Merger.

SECTION 5.3. No Sale or Disposition; Waiver. From and after the date of
this Agreement and until the earlier of the Effective Time and the termination
of this Agreement, Ameribank will not sell or otherwise dispose of any Canceled
Shares or otherwise to facilitate the consummation of the transactions
contemplated by this Agreement.

SECTION 5.4 Indemnification. In addition to the rights and remedies of
each member of the Board of Directors of UOB (including, but not limited to,
members of the Special Committee) for indemnification and advances of expenses
(including, but not limited to, attorneys' fees) under the Oklahoma General
Corporation Act and the Certificate of Incorporation and/or Bylaws of UOB by
reason of the fact that he is or was a director of UOB or otherwise, from and
after the Effective Time Ameribank shall indemnify, defend and hold harmless,
without limitation, each and every member of the Board of Directors of UOB
(including, but not limited to, each member of the Special Committee) from and
against any and all claims, demands, suits, proceedings,

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actions, or causes of actions threatened or pending against any member of the
Board of Directors of UOB (including, but not limited to, members of the
Special Committee) or any and all losses, judgments, damages, liabilities,
costs and expenses (including, but not limited to, attorneys' fees) suffered or
incurred or which may be suffered or incurred by any member of the Board of
Directors of UOB (including, but not limited to, the members of the Special
Committee), relating to, or in connection with, or arising out of the Merger or
for any reason whatsoever as a result of being a member of the Board of
Directors of UOB (including, but not limited to, a member of the Special
Committee) in connection with, or relating to , or arising out of, the Merger,
this Agreement or any filings made by UOB with the SEC or any proxy statement
or schedules issued by UOB to its shareholders or others in connection with the
Merger.

ARTICLE VI

OTHER AGREEMENTS

SECTION 6. Additional Agreements. The parties hereto agree that:

SECTION 6.1. Best Efforts. Upon the terms and subject to the conditions
set forth in this Agreement, each party shall use its best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations, including
without limitation obtaining Federal Reserve Approval, to consummate the
transactions contemplated by this Agreement as promptly as possible.

SECTION 6.2. Notification of Certain Matters. Each party to this
Agreement will give prompt notice to the other parties hereof of: (a) any
notice or other communication from any person or entity alleging that the
consent of such person or entity is or may be required in connection with the
transactions contemplated by this Agreement; (b) any notice or other
communication from any governmental or regulatory agency or authority in
connection with the transactions contemplated by this Agreement; (c) any
action, suit, claim, investigation or proceeding commenced or, to its
knowledge, threatened against, relating to or involving or otherwise affecting
UOB on the one hand, or and/or Ameribank on the other hand, which is
reasonably likely to affect materially the transactions contemplated by this
Agreement; (d) the occurrence, or failure to occur, of any event or change in
circumstances where such occurrence or failure to occur would be likely to
cause any representation or warranty contained in this Agreement to be untrue
and inaccurate in any material respect at any time from the date hereof to the
Effective Time; and (e) any material failure of such party to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied
by it hereunder. No such notification shall affect the representations or
warranties of the parties or the conditions to the obligations of the parties
hereunder.

SECTION 6.3. Further Assurances. At and after the Effective Time, the
officers and directors of the Surviving Corporation will be authorized to
execute and deliver, in the name and on behalf of UOB , any deeds, bills of
sale, assignments or assurances and to take and do in the name and on behalf of
UOB, any other actions and things to vest, perfect or confirm of record or
otherwise in the Surviving Corporation any and all right, title and interest
in, to and under any of the

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rights, properties or assets of UOB acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Merger.

ARTICLE VII

CONDITIONS TO THE MERGER

SECTION 7. Conditions To The Obligations of Each Party. The obligations
of UOB and Ameribank to consummate the Merger are subject to: (a) the approval
of the Merger and this Agreement at the Special Meeting of UOB stockholders by
the affirmative vote of at least a majority of each class of the stockholders
of UOB outstanding on the record date of such Special Meeting; (b) approval, if
required, of the transactions contemplated herein by the Board of Governors of
the Federal Reserve System and any other necessary regulatory approvals; and
(c) any applicable statute, rule or regulation which makes consummation of the
Merger illegal or otherwise prohibited or any order, decree, injunction or
judgment enjoining the consummation of the Merger.

SECTION 7.1. Conditions To The Obligation of UOB. The obligation of UOB
to consummate the Merger is subject to the satisfaction or waiver of the
following further conditions: (a) Ameribank shall have performed in all
material respects all of its obligations hereunder required to be performed by
it at or prior to the Effective Time; (b) the representations and warranties of
Ameribank contained in this Agreement and in any certificate or other writing
delivered by Ameribank pursuant hereto shall be true in all material respects
at and as of the Effective Time as if made at and as of such time (other than
any inaccuracies in such representations or warranties that are attributable to
UOB); (c) receipt by UOB of a certificate signed by an executive officer of
Ameribank to the effect set forth in this Section; and (d) no action or
proceeding shall have been commenced or threatened for the purpose of obtaining
an injunction, order or damages before any court or governmental agency or
other regulatory or administrative agency or commission, domestic or foreign,
which UOB shall on advice of counsel, reasonably determine would (1) result in
the imposition of material limitations on the ability of UOB or Ameribank
effectively to consummate the Merger; or (2) have the effect of rendering the
Merger violate of any applicable law.

SECTION 7.2. Conditions To The Obligation of Ameribank. The obligation
of Ameribank to consummate the Merger is subject to the satisfaction or waiver
of the following further conditions: (a) UOB shall have performed in all
material respects all of its obligations hereunder required to be performed by
it at or prior to the Effective Time; (b) the representations and warranties of
UOB contained in this Agreement and in any certificate or other writing
delivered by UOB pursuant hereto shall be true in all material respects at and
as of the Effective Time as if made at and as of such time; (c) receipt by
Ameribank of a certificate signed by an executive officer of UOB to the effect
set forth in paragraphs (a) and (b) of this Section; (d) the holders (except
for Ameribank and its affiliates) of not more than 12% of the outstanding
shares of Common Stock shall have exercised their appraisal rights in the
Merger in accordance with Oklahoma Law; (e) there has been no material adverse
change in the business, assets, financial condition, or prospects of UOB; and
(f) no action or proceeding shall have been commenced or threatened for the
purpose of obtaining an injunction, order or damages before any court or
governmental agency or other regulatory or administrative agency or commission,
domestic or foreign, which Ameribank shall on

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advice of counsel, reasonably determine would (1) result in the imposition of
material limitations on the ability of UOB or Ameribank effectively to
consummate the Merger; (2) have the effect of rendering the Merger violative of
any applicable law; or (3) have a material adverse effect on the business,
assets or financial condition of the Surviving Corporation, which event is not
within the reasonable control of Ameribank.

ARTICLE VIII

TERMINATION

SECTION 8 Termination. This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time: (a) by mutual written
consent of UOB and Ameribank after approval of their respective Board of
Directors; (b) at any time by Ameribank if there has been a material adverse
change in the business, assets, financial condition or prospects of UOB; or (c)
by either UOB or Ameribank after approval of the Board of Directors of UOB or
Ameribank, as the case may be, if the Merger has not been consummated on or
before April 1, 1997; PROVIDED, HOWEVER, that neither party may terminate this
Agreement pursuant to this Section 8 if the failure of such party to fulfill
any of its obligations under this Agreement shall have been the reason that the
Merger shall not have been consummated on or before said date.

SECTION 8.1. Effect of Termination. If this Agreement is terminated
pursuant to Section 8, this Agreement shall become void and of no effect with
no liability on the party of any party hereto.

ARTICLE IX

MISCELLANEOUS

SECTION 9. General Matters.

SECTION 9.1. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including facsimile or similar
writing) and shall be given:

if to UOB to:

United Oklahoma Bankshares, Inc.
4600 S.E. 29th Street
Del City, Oklahoma 73115
Attn: Claude Rappaport, Chairman Special Committee

if to Ameribank to:

Ameribank Corporation
c/o D. Wesley Schubert
201 N. Broadway
Shawnee, OK 74801

<PAGE> 70

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or such other address or facsimile number as such party may hereafter specify
by notice to the other party hereto. Each such notice, request or other
communication shall be effective (a) if given by facsimile, which such
facsimile is transmitted to the facsimile number specified in this Section and
the appropriate confirmation is provided, (b) if given via United States mail,
three days after such notice is deposited in the mail in a postage prepaid
envelope, or (c) if given by any other means, when delivered at the address
specified in this Section.

SECTION 9.2. Survival. None of the representations, warranties,
agreements or covenants contained herein shall survive the Effective Time
except for the agreements contained in Sections 1.2, 1.3, 1.4, 1.5, 1.6, 1.7,
1.8, 5.4 and 6.3.

SECTION 9.3. Amendment. Subject to applicable law, any provision of this
Agreement may be amended by the parties hereto, by action of each of their
respective Board of Directors or by their respective officers duly authorized
by such Board of Directors, at any time prior to the Effective Time. Any
amendment to this Agreement shall be in writing signed by all the parties
hereto.

SECTION 9.4. Waiver. At any time prior to the Effective Time, Ameribank
on the one hand, and UOB on the other hand, may (a) extend the time for the
performance of any agreement of the other party or parties hereto, (b) waive
any accuracy in the representations and warranties contained herein or in any
document delivered pursuant hereto, or (c) waive compliance with any agreement
or condition contained herein; PROVIDED, HOWEVER, that if such waiver would
have the same effect as any decrease of the amount or change in the type of the
Total Consideration or any amendment to Article VII, Article VIII or Section
9.3 hereof, such waiver shall also be approved by the respective Board of
Directors of each of UOB and Ameribank. Any agreement on the part of any party
to any such extension or waiver shall be effective only if set forth in a
writing signed on behalf of such party and delivered to the other parties. No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

SECTION 9.5. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; PROVIDED, HOWEVER, that no party may assign
or otherwise transfer any of its rights under this Agreement without the
consent of the other parties hereto.

SECTION 9.6. Governing Law. This Agreement shall be construed in
accordance with and governed by the internal laws of the State of Oklahoma
without regard to principles of conflict of laws.

SECTION 9.7. Integration. This Agreement embodies the entire agreement
and understanding among the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof.

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SECTION 9.8. Headings and References. The headings of the Articles and
Sections of this Agreement are inserted for convenience only and shall not
constitute a part hereof.

SECTION 9.9. Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by the other party hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

UNITED OKLAHOMA BANKSHARES, INC.

By: /s/ GEORGE N. COOK, JR.
---------------------------------
Name: George N. Cook, Jr.
Title: Chairman

AMERIBANK CORPORATION

By: /s/ D. WESLEY SCHUBERT
---------------------------------
NAME: D. WESLEY SCHUBERT
Title: Vice-President

<PAGE> 72

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FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER

This First Amendment to Agreement and Plan of Merger ("Amendment")
dated as of March 5, 1997 is entered into by United Oklahoma Bankshares, Inc.,
an Oklahoma corporation ("UOB") and Ameribank Corporation, an Oklahoma
corporation ("Ameribank").

WHEREAS, UOB and Ameribank entered into a certain Agreement and Plant
of Merger ("Agreement") dated December 3, 1996;

WHEREAS, UOB and Ameribank desire to amend the Agreement as stated
herein.

NOW THEREFORE, the parties to the Agreement, agree that the following
amendment to the Agreement should be made:

1. SECTION 8 of the Agreement shall be amended to read in its
entirety as follows:

"SECTION 8. Termination. This Agreement may be terminated
and the Merger may be abandoned at any time prior to the Effective
Time: (a) by mutual written consent of UOB and Ameribank after
approval of their respective Board of Directors; (b) at any time
by Ameribank if there has been a material adverse change in the
business, assets, financial condition or prospects of UOB; or (c)
by either UOB or Ameribank after approval of the Board of
Directors of UOB or Ameribank, as the case may be, if the Merger
has not been consummated on or before June 1, 1997; PROVIDED,
HOWEVER, that neither party may terminate this Agreement pursuant
to this Section 8 if the failure of such party to fulfill any of
its obligations under this Agreement shall have been the reason
that the Merger shall not have been consummated on or before said
date."

2. All of the terms, conditions, covenants, representations,
warranties and agreements contained in the Agreement, except as to the extent
amended by this Amendment, and

<PAGE> 73

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all other documents, instruments and agreements made and delivered in
connection therewith, shall remain in full force and effect and continue to be
binding upon the parties hereto and thereto according to their respective
terms.

<PAGE> 74

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.

UNITED OKLAHOMA BANKSHARES, INC.

By: /s/ GEORGE N. COOK, JR.
---------------------------------
Name: George N. Cook, Jr.
Title: Chairman

AMERIBANK CORPORATION

By: /s/ D. WESLEY SCHUBERT
---------------------------------
NAME: D. WESLEY SCHUBERT
Title: Vice-President

<PAGE> 75

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ANNEX A

SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER

This Second Amendment to Agreement and Plan of Merger ("Amendment")
dated as of April 22, 1997 is entered into by United Oklahoma Bankshares, Inc.,
an Oklahoma corporation ("UOB") and Ameribank Corporation, an Oklahoma
corporation ("Ameribank").

WHEREAS, UOB and Ameribank entered into a certain Agreement and Plan
of Merger dated December 3, 1996, as amended by the First Amendment to
Agreement and Plan of Merger dated March 5, 1997 ("Agreement");

WHEREAS, UOB and Ameribank desire to amend the Agreement as stated
herein.

NOW THEREFORE, the parties to the Agreement, agree that the following
amendment to the Agreement should be made:

1. SECTION 8 of the Agreement shall be amended to read in its
entirety as follows:

"SECTION 8. Termination. This Agreement may be terminated
and the Merger may be abandoned at any time prior to the Effective
Time: (a) by mutual written consent of UOB and Ameribank after
approval of their respective Board of Directors; (b) at any time
by Ameribank if there has been a material adverse change in the
business, assets, financial condition or prospects of UOB; or (c)
by either UOB or Ameribank after approval of the Board of
Directors of UOB or Ameribank, as the case may be, if the Merger
has not been consummated on or before August 1, 1997; PROVIDED,
HOWEVER, that neither party may terminate this Agreement pursuant
to this Section 8 if the failure of such party to fulfill any of
its obligations under this Agreement shall have been the reason
that the Merger shall not have been consummated on or before said
date."

2. All of the terms, conditions, covenants, representations,
warranties and agreements contained in the Agreement, except as to the extent
amended by this Amendment, and all other documents, instruments and agreements
made and delivered in connection therewith, shall remain in full force and
effect and continue to be binding upon the parties hereto and thereto according
to their respective terms.

<PAGE> 76

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.

UNITED OKLAHOMA BANKSHARES, INC.

By: /s/ GEORGE N. COOK, JR.
---------------------------------
Name: George N. Cook, Jr.
Title: Chairman

AMERIBANK CORPORATION

By: /s/ D. WESLEY SCHUBERT
---------------------------------
NAME: D. WESLEY SCHUBERT
Title: Vice-President

<PAGE> 77

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ANNEX B

TITLE 18, OKLAHOMA STATUTES [CORPORATIONS]

CHAPTER 22. - GENERAL CORPORATION ACT

Section 1091. APPRAISAL RIGHTS.

Eff. Sept. 1, 1990.

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 such shares, who continuously
holds such 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
his 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. 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 Sections
1081, 1082, 1086, 1087, or 1091.1 [PROBABLY SHOULD BE 1090.1] of
this title or Section 12 of this act [12 O.S. Section 1090.2].

2. a. No appraisal rights under this section shall
be available for the shares of any class or series of stock
which, 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

(2) held of record by more than two
thousand shareholders.

b. In addition, 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 for in subsection F of Section 1081 of this title.

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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 or 1087 of this title to
accept for such stock anything except:

a. shares of stock of the corporation surviving or resulting
from such merger or consolidation; or

b. shares of stock of any other corporation which at the
effective date of the merger or consolidation will be either
listed on a national securities exchange or held of record by
more than two thousand shareholders; or

c. cash in lieu of fractional shares of the corporations
described in subparagraphs a and b of this paragraph; or

d. any combination of the shares of stock and cash in lieu of
the fractional shares 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 such appraisal rights that appraisal
rights are available for any or all of the shares of the
constituent corporations, and shall include in such 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.
Such 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

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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 such 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 was approved pursuant to the
provisions of Section 1073 or 1083 of this title, the surviving or
resulting corporation, either before the effective date of the
merger or consolidation or within ten (10) days thereafter, shall'
notify each of the shareholders entitled to appraisal rights of the
effective date of the merger or consolidation and that appraisal
rights are available for any or all of the shares of the
constituent corporation, and shall include in such notice a copy of
this section. The notice shall be sent by certified or registered
mail, return receipt requested, addressed to the shareholder at the
address of the shareholder as it appears on the records of the
corporation. 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 shares of the shareholder. Such demand will be
sufficient if it reasonably informs the corporation of the identity
of the shareholder and that the shareholder intends to demand the
appraisal of the shares of the shareholder.

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 subsections 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 such shares. Such
written statement shall be mailed to the shareholder within ten (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 such 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

<PAGE> 80

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payment for their shares and with whom agreements as to 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 of such 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. Such 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 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 such petition, the court shall determine the
shareholders who have complied with the provisions of this section and who have
become entitled to appraisal rights. The court may require the shareholders
who have demanded an appraisal for 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 such direction, the court may dismiss the
proceedings as to such 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 such 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 such is required, may participate fully
in all proceedings until it is finally determined that the shareholder is not
entitled to appraisal rights pursuant to the provisions of this section.

I. The court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to
the shareholders entitled thereto. Interest may be simple or compound, as the
court may direct. Payment shall be so made to each such 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 such stock. The court's decree may be enforced
as other decrees in the district court may be enforced, whether such 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

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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 the appraisal rights of the shareholder as
provided for in subsection D of this section shall be entitled to vote such
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 such
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, however, no
appraisal proceeding in the district court shall be dismissed as to any
shareholder without the approval of the court, and such approval may be
conditioned upon such terms as the court deems just.

L. The shares of the surviving or resulting corporation into which the
shares of such 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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ANNEX C

GEORGE K. BAUM & COMPANY
Investment Bankers

Member Twelve Wyandotte Plaza
New York Stock Exchange, Inc. 120 West 12th Street
Chicago Stock Exchange, Inc. Kansas City, Missouri 64105
October 25, 1996 Telephone (816) 474-1100

Special Committee of the Board
United Oklahoma Bankshares, Inc.
c/o Mr. Claude Rappaport
Chairman, Special Committee of the Board
1506 Bedford Drive
Oklahoma City, OK 73116

Dear Gentlemen:

Our approach as to the fairness of the Ameribank offer was to look at each
of the equity pieces separately, for pricing purposes. This was done to see
what was "FAIR" for each security.

To find the value of the Common, two methods of value were used (1) (a)
liquidation based on book value and (b) liquidation based on the entity market
value and (2) discounted cash flow at various discount rates.

<PAGE> 83

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(1) The Common does not have any dividend payments for 44
quarters or 11 years;

(2) The net interest spread used is based on 1995 and 1996 (10-K
1995, page 32) and is 4.45% with provision for loan losses at 0.45%
of the prior year's loan portfolio. This produces an average spread
on average interest earning assets of approximately 4.64%;

(3) Interest income grows at approximately 6.95% from the 1995
base;

(4) Income tax rate of 25.00% based on 1994 and 1995;

(5) Net after-tax income grows at approximately 6.50% from the
1995 base;

(6) In the year 2006, the earnings are projected to be $1,811,000
after tax. This gives the Company an equity value of $24,445,000
based on a multiple of 13.5 times. From this number we need to
subtract the Preferred redemption of $8,473,000 for a net of
$15,972,000 for the Common, which when discounted back over the
period at the differing rates produces the following values:

<TABLE>
<CAPTION>
DISCOUNT RATE VALUE PER COMMON SHARE TOTAL COST TO REDEEM
------------- ---------------------- --------------------
<S> <C> <C>
25.00% $0.542 $ 530,000

22.50% 0.677 660,000

20.00% 0.849 825,000

17.50% 1.070 1,040,000
</TABLE>

Our conclusion as to the Common value exists in the above range. The
liquidation value based on book value is negative while the liquidation
value based on the entity market value places the value of the Common in
the range shown above.

We find support for the above pricing based on (1) The SNL Pink Quarterly
"Pink Sheet" and OTC-BB traded Banks and Thrifts dated September 1996
produced by SNL Securities on a quarterly basis; and (2) OTC Time & Sales
Report: 1/1/94 - 9/20/96 on the Company's common stock produced by
Nasdaq Trading & Market Services. The Nasdaq information shows no sale
in excess of 9/16 or 56.25c. per share and the last trade on 8/6/96 was
at 1/4 or 25c. for 1,399 shares. The first trade listed as of 1/21/94
shows a price of $29.125 per share for 2,500 shares. We called Nasdaq
but were told that was the information they had and there was no way to
verify it. We assume that price is not correct.

Using the liquidation value based on the entity market value as well as
discounted cash flow, a value of $0.75 per share of Common is fair from a
financial point of view. This would aggregate to approximately $730,000
for all Common not presently owned by Ameribank.

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16,205 preferred shares @ $58.35 = $ 945,562

972,903 common shares @ $0.754 = 733,569

Total value for non-Ameribank equity = $1,679,131

We find Ameribank's overall value for the Company and each equity piece to
be fair from a financial point of view. Our understanding is that, according
to the legal counsel for the Special Committee of the Board of Directors of the
Company, Mr. Irwin H. Steinhorn, no discounts of any nature may be applied to a
cash out merger such as that proposed by Ameribank.

You can reach me at 816-283-5280.

Respectfully submitted,

GEORGE K. BAUM & COMPANY

<PAGE> 85

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ANNEX D

GEORGE K. BAUM & COMPANY
Investment Bankers

Member Twelve Wyandotte Plaza
New York Stock Exchange, Inc. 120 West 12th Street
Chicago Stock Exchange, Inc. Kansas City, Missouri 64105
January 23, 1997 Telephone (816) 474-1100

Special Committee of the Board
United Oklahoma Bankshares, Inc.
c/o Mr. Claude Rappaport
Chairman, Special Committee of the Board
1506 Bedford Drive
Oklahoma City, OK 73116

Dear Gentlemen:

We issued such a letter, dated October 25, 1996, based on the information
that had been requested and supplied to us. Information requested and supplied
to us at that date had indicated that the highest price Ameribank had paid for
the Preferred was $18.00. On January 17, 1997, we were informed by the
information in the Form 4 filings with the U.S. Securities and Exchange
Commission that Ameribank had purchased Preferred shares at prices higher than
$18.00, prior to October 25, 1996, (the highest price was $49.50 per share).
Some of these purchases were done with agreements that, for one year from the
date of purchase, Ameribank would pay these sellers the same price, if higher,
that Ameribank paid for the remaining Preferred that Ameribank did not own at
the time of those purchases.

With this additional Preferred pricing information considered, we still
find Ameribank's overall offer for the Company and each equity price to be fair
from a financial point of view as set forth in our letter dated October 25,
1996.

Respectfully Submitted,

GEORGE K. BAUM & COMPANY
<PAGE> 86

UNITED OKLAHOMA BANKSHARES, INC.
PROXY OF SPECIAL MEETING OF SHAREHOLDERS
JULY 11, 1997
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned holder(s) of stock of United Oklahoma Bankshares,
Inc. an Oklahoma corporation, does hereby constitute and appoint George N.
Cook, Jr. and J. Michael Adcock as true and lawful attorneys and proxies for
the undersigned, each with full power of substitution and revocation, to vote
for and in the name, place and stead of the undersigned at the Special Meeting
of Stockholders of the Company to be held at 4600 S.E. 29th Street, Del City,
Oklahoma, 73115 on July 11, 1997, at 10 a.m., and any adjournment thereof, all
of the stock of the Company which the undersigned would be entitled to vote if
then personally present, hereby revoking any Proxy heretofore given.

This Proxy will confer discretionary authority to vote upon matters
incidental to the conduct of the meeting and matters not known to management
prior to the date of the Proxy Statement, which are properly presented to the
meeting.

1. To Approve and Adopt the Agreement and Plan of Merger dated as of
December 3, 1996, (the "Merger Agreement") between the Company and
Ameribank Corporation as described in the Proxy Statement.

______For

______Against

______Abstain

2. To empower and authorize the offices of the Company to perform such
acts and sign and deliver such documents as they may deem reasonable
or necessary to carry out the Merger and other transactions as
described in the Proxy Statement.

______For

______Against

______Abstain

3. To transact such other business that may properly come before the
Special Meeting or any adjournment thereof.

______For

______Against

______Abstain

<PAGE> 87
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE MERGER.

This Proxy may be revoked at any time before the authority granted
therein is exercised; otherwise, it shall remain in full force and effect.
Proxies may be revoked by filing with the Secretary of the Company written
notice of revocation bearing a later date than the proxy, by duly executing and
delivering to the Secretary of the Company, at or prior to the Special Meeting,
a subsequent proxy relating to the same shares of Stock, or by attending the
Special Meeting and voting in person (although attendance at the Special
Meeting will not, by itself, constitute a revocation of proxy). Any written
notice revoking a proxy should be sent to United Oklahoma Bankshares, Inc.,
4600 S.E. 29th Street, Del City, Oklahoma 73115.

IN WITNESS WHEREOF the undersigned has executed this Proxy on the _____
day of _______, 1997. Number of Shares of Common Stock Signature

- ----------------------------------- -----------------------------------
Number of Shares of Preferred Stock Signature

- ----------------------------------- -----------------------------------
Number of Shares of Preferred Stock Signature if held Jointly

Please sign your name(s) exactly as it appears on your stock
certificate and return this Proxy promptly to save the Company additional
mailing expense. Executors, administrators, trustees, guardians and others
signing in a representative capacity please give their full titles. When
shares are held by joint tenants both should sign. If a corporation, please
sign full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
<PAGE> 88
EXHIBIT 13(a)

INDEPENDENT AUDITORS' REPORT
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Board of Directors and Stockholders
United Oklahoma Bankshares, Inc.:

We have audited the accompanying consolidated balance sheets of United
Oklahoma Bankshares, Inc. and subsidiaries (the Company) as of December 31,
1996 and 1995, and the related consolidated statements of operations, changes
in stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996. 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 audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of United
Oklahoma Bankshares, Inc. and subsidiaries as of December 31, 1996 and 1995, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.

/s/ KPMG PEAT MARWICK LLP

KPMG Peat Marwick LLP

Oklahoma City, Oklahoma
March 18, 1997

30
<PAGE> 89
EXHIBIT 13(b)

INDEPENDENT AUDITORS' REPORT
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Board of Directors and Stockholders
United Oklahoma Bankshares, Inc.:

We have audited the accompanying consolidated balance sheets of United
Oklahoma Bankshares, Inc. and subsidiaries (the Company) as of December 31,
1995 and 1994, and the related consolidated statements of operations, changes
in stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1995. 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.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of United
Oklahoma Bankshares, Inc. and subsidiaries as of December 31, 1995 and 1994, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1995, in conformity with generally
accepted accounting principles.

As discussed in note 1 to the consolidated financial statements, the
Company adopted the provisions of Statements of Financial Accounting Standards
No. 114, "Accounting by Creditors for Impairment of a Loan," as amended by No.
118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and
Disclosures," in 1995, No. 115, "Acocunting for Certain Investments in Debt and
Equity Securities," in 1994 and No. 109, "Accounting for Income Taxes," in
1993.

/s/ KPMG PEAT MARWICK LLP

KPMG Peat Marwick LLP

Oklahoma City, Oklahoma
February 16, 1996

30
<PAGE> 90
EXHIBIT 13(c)

INDEPENDENT AUDITORS' REPORT
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Board of Directors and Stockholders
United Oklahoma Bankshares, Inc.:

We have audited the accompanying consolidated balance sheets of United
Oklahoma Bankshares, Inc. (the Company) and subsidiaries as of December 31,
1994 and 1993, and the related consolidated statements of operations, changes
in stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1994. 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 conduct our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of United
Oklahoma Bankshares, Inc. and subsidiaries as of December 31, 1994 and 1993, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1994, in conformity with generally
accepted accounting principles.

As discussed in note 1 to the consolidated financial statements, the
Company adopted the provisions of Statements of Financial Accounting Standards
No. 109, "Accounting for Income Taxes," in 1993, and No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," in 1994.

/s/ KPMG PEAT MARWICK LLP

KPMG PEAT MARWICK LLP

Oklahoma City, Oklahoma
February 17, 1995

29
<PAGE> 91
EXHIBIT 13(d)

INDEPENDENT AUDITORS' REPORT
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Board of directors and Stockholders
United Oklahoma Bankshares, Inc.:

We have audited the accompanying consolidated balance sheets of United
Oklahoma Bankshares, Inc. (the Company) and subsidiaries as of December 31,
1993 and 1992, and the related consolidated statements of operations, changes
in stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1993. 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.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of United
Oklahoma Bankshares, Inc. and subsidiaries as of December 31, 1993 and 1992, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1993, in conformity with generally
accepted accounting principles.

As discussed in noted 1 to the consolidated financial statements, the
Company adopted the provisions of Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes," in 1993.

/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP

Oklahoma City, Oklahoma
February 25, 1994

<PAGE> 1
EXHIBIT 13(d)(2)
of Schedule 13E-3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[Fee Required]

For the Fiscal year ended DECEMBER 31, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[Fee Required]

For the transition period from____________ to_________________

Commission file number 0-12047
--------------

UNITED OKLAHOMA BANKSHARES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Oklahoma 73-0969432
- ----------------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

4600 S.E. 29th Street
Del City, Oklahoma 73115
- ----------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (405) 677-8711
------------------

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common stock,$1 par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes No [ ]

<PAGE> 2

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

As of March 4,1997, based on the reported average bid and asked prices, the
aggregate market value of the common stock held by non-affiliates of the
registrant was approximately $1,975,000.

As of March 4, 1997, 2,532,237 shares of the registrant's common stock, par
value $1.00 per share, were outstanding.

NOTE: See pages 48-51 for Form 10-K Cross Reference Index

BUSINESS

United Oklahoma Bankshares, Inc. (the "Company") is a one-bank holding
company registered under the Bank Holding Company Act of 1956, as amended.
The principal business of the Company is the ownership and supervision of
United Bank ("UB"), Del City, Oklahoma. As of December 31, 1996, the Company
and its subsidiaries had 50 full time equivalent employees. UB is a state
chartered banking association whose deposits are insured pursuant to the
Federal Deposit Insurance Act. UB, which operates primarily in Oklahoma,
competes with other financial institutions in its trade area in providing a
full range of traditional banking and related financial services to the
commercial, consumer, energy, real estate and financial sectors. UB operates
two wholly owned subsidiaries, United Del City Tower, Inc. ("UDCT") and 4600
Corporation.

UDCT owns and manages United Del City Tower of which the first and part of
the second floors are occupied by UB. The facility is approximately 98%
occupied at year end. 4600 Corporation was formed to sell assets on which UB
foreclosed.

In 1991, the Company borrowed the sum of $1,400,000 from John E. Kirkpatrick
of Oklahoma City, Oklahoma, a preferred stockholder of the Company at that
time. The note was collateralized by 100% of the stock of UB. The note was
paid in full as of December 31, 1994.

PROPERTIES

The Company's corporate headquarters are located in United Del City Tower at
4600 S.E. 29th Street, Del City, Oklahoma. This facility is located on
approximately 8 acres and comprises approximately 77,000 square feet of
usable space. The Tower houses the main banking functions and the Company's
executive offices. UB occupies 25% of the building and approximately 73% is
leased to various tenants. In 1993, UB completed construction of a new
drive-in facility attached to the United Del City Tower. UB also sold its
previous drive-in facility during 1993.

LEGAL PROCEEDINGS

The Company and its subsidiaries are not defendants in any material legal
proceedings.

COMMON STOCK

On January 30, 1995, certain shareholders of the Company entered into a Stock
Purchase Agreement with Ameribank Corporation ("Ameribank"). The shareholders
collectively agreed to sell all their common stock in the Company and their
9% cumulative, non-voting preferred stock in the Company. The shareholders
collectively owned approximately 27.7% of all the issued and outstanding
shares of common stock and 63.9% of the issued and outstanding preferred
stock of the Company. The Stock Purchase Agreement was closed and the shares
transferred on May 16, 1995. In July, Ameribank made an offer to purchase
stock and acquired an additional 5.7% of the preferred stock.

On November 3, 1995, Ameribank made a tender offer to the common stock
shareholders of the Company. After the purchase of shares through the tender
offer, Ameribank owned an additional 23.2% of the common stock of the
Company. Ameribank has continued to purchase common stock and preferred stock
in private transactions and presently owns a total of 1,559,498 shares of
common stock and 129,016 of preferred stock representing approximately 61.58%
of the outstanding shares of common stock and 88.85% of the outstanding
preferred stock, respectively.

-2-
<PAGE> 3

There is a proposed merger between the Company and Ameribank subject to
approval by regulatory authorities. The Merger Agreement provides that, subject
to the approval of the Merger Agreement by the Shareholders of the Company and
satisfaction of other conditions, the Company will be merged into Ameribank,
with Ameribank being the surviving corporation.

DISCLAIMER

This annual report has not been reviewed, or confirmed for accuracy or
relevance, by the Federal Deposit Insurance Corporation.

SELECTED FINANCIAL DATA
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Selected Financial Data which follows should be read in conjunction with the
consolidated financial statements (including the notes thereto) of the Company
and its subsidiaries appearing elsewhere herein.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1996 1995 1994 1993 1992
--------------------------------------------------------
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
Summary of Income:
Interest income .................. $ 6,454 6,015 5,160 5,235 5,460
Interest expense ................. (2,428) (2,569) (1,801) (1,847) (2,299)
Provision for loan losses ........ (511) (279) (90) (236) (128)
Non-interest income .............. 1,111 1,016 1,030 837 795
Non-interest expense ............. (3,300) (3,155) (3,206) (3,068) (2,735)
Income before income
taxes and cumulative effect
of change in accounting
principle ........................ 1,326 1,028 1,093 921 1,093
Income tax expense ............... (391) (253) (264) (266) (445)
Cumulative effect of change
in accounting principle .......... -- -- -- 116 --
Net income ....................... $ 935 775 829 771 648

Per share data:
Income before cumulative
effect of change in accounting
principle ........................ $ 0.21 0.15 0.17 0.10 0.10
Cumulative effect of change
in accounting principle .......... -- -- -- 0.04 --
Net income ....................... $ 0.21 0.15 0.17 0.14 0.10

Average outstanding common
shares ........................... 2,532 2,532 2,616 2,644 2,644

Period end balances:
Cash and due from banks .......... $ 3,070 2,584 2,440 1,907 3,270
Federal funds sold ............... -- 6,300 -- 460 1,560
Investment securities ............ 25,720 28,800 30,588 29,794 33,352
Loans, net of unearned discount
and allowance for loan losses .... 50,273 43,604 41,401 36,509 33,804
Total assets ..................... 84,051 86,071 79,720 74,564 78,556
Deposits ......................... 73,120 76,270 69,647 66,094 70,302
Long-term debt ................... -- -- -- 450 900
Stockholders' equity ............. 8,823 7,823 6,949 6,289 5,518
</TABLE>

-3-
<PAGE> 4
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis is designed to provide a better
understanding of the significant factors related to the Company's results of
operations, financial condition, liquidity and capital resources (including its
subsidiary bank, UB, and its non-bank subsidiaries, UDCT and 4600 Corporation).
Such discussion and analysis should be read in conjunction with the
Consolidated Financial Statements (including the notes thereto) and Selected
Financial Data appearing elsewhere in this annual report.

RESULTS OF OPERATIONS

General. Net income totaled $.9 million in 1996, compared to $.8 million in
1995 and in 1994. Earnings per share were $.21 in 1996, compared to $.15 per
share in 1995 and $.17 per share in 1994. Management is unaware of any trends,
events or uncertainties that will have or that are reasonably likely to have a
material effect on the operations.

Net Interest Income. Net interest income, the difference between gross interest
and fees on earning assets (primarily loans and investments) and interest paid
on deposits and borrowed funds necessary to support such assets, is a major
component of a financial institution's earnings.

Net interest income aggregated $4,026,000 and $3,446,000 in 1996 and 1995,
respectively, an increase of $580,000. Net interest income increased $87,000
between 1995 and 1994.

From 1995 to 1996, the volume of average earning assets increased $3.5 million,
while average interest bearing liabilities decreased $.4 million. The yield on
average earning assets increased 20 basis points from 1995 to 1996, while the
rate paid on average interest bearing liabilities decreased 21 basis points
during the same time period resulting in a increase in the spread between the
yield on earning assets and rate paid on interest bearing liabilities of 41
basis points. As a result of the increase in the rate earned on interest
earning assets and a decrease in the rate paid on interest bearing liabilities,
net interest margin increased 53 basis points from 4.59% in 1995 to 5.12% in
1996.

From 1994 to 1995, the volume of average earning assets increased $4.4 million,
while average interest bearing liabilities increased $2.2 million. The yield on
average earning assets decreased 71 basis points from 1994 to 1995, while the
rate paid on average interest bearing liabilities increased 119 basis points
during the same time period resulting in a decrease in the spread between the
yield on earning assets and rate paid on interest bearing liabilities of 48
basis points. As a result of the increase in the rate earned on interest
bearing assets and the increase in the 4 rate paid on interest bearing
liabilities, net interest margin decreased 16 basis points from 4.75% in 1994
to 4.59% in 1995.

-4-
<PAGE> 5

The following table illustrates volume and yield/rate variances on an actual
basis (versus a taxable equivalent basis) for the years indicated. The change
in interest due to both rate and volume has been allocated to volume and rate
changes in proportion to the relationship of the absolute dollar amount of the
change in each.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, Year ended December 31,
1996 CoMPARED TO 1995 1995 Compared to 1994
---------------------------------------------
INCREASE/DECREASE Increase/Decrease
DUE TO CHANGE IN: Due to Change in:
---------------------------------------------
YIELD/ Yield/
VOLUME RATE NET Volume Rate Net
---------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNING ASSETS:
Investment securities.......... $(148) (23) (171) (87) 96 9
Federal funds sold ............ (5) (16) (21) 72 44 116
Loans net of unearned
discounts ................... 607 24 631 398 332 730

----- ----- ----- ---- ---- ----
Total interest income ....... 454 (15) 439 383 472 855
----- ----- ----- ---- ---- ----

INTEREST BEARING LIABILITIES:
Interest bearing deposits ..... (13) (124) (137) 75 698 773
Short-term borrowings ......... (6) 2 (4) 1 -- 1
Long-term debt ................ -- -- -- (3) (3) (6)
----- ----- ----- ---- ---- ----
Total interest expense ...... (19) (122) (141) 73 695 768
----- ----- ----- ---- ---- ----

Net interest income.............. $ 473 107 580 310 (223) 87
===== ===== ===== ==== ==== ====
</TABLE>

-5-
<PAGE> 6

RISK ELEMENTS OF EARNING ASSETS. Risk elements of the Company's earning assets
are evidenced, in part, by non-performing loans consisting of loans
contractually past due 90 days or more, loans placed on non-accrual status and
other real estate which has been acquired in full or partial settlement of
defaulted loans. Non- performing assets are carried by the Company at estimated
net realizable value and known losses of principal have been charged off.

At December 31, 1996, non-performing loans totaled $87,000. Non- performing
loans as a percentage of all loans outstanding were .17% at December 31, 1996.
The majority of non-performing loans are secured. The following table sets
forth such loans and other real estate at the dates indicated:

<TABLE>
<CAPTION>
Years ended December 31,
--------------------------
1996 1995 1994
--------------------------
(Dollars in thousands)
<S> <C> <C> <C>
Non-accrual loans ........................ $ 87 184 178

Other real estate ........................ 47 63 180
------ ------ ------

Total non-performing asset ............. $ 134 247 358
====== ====== ======

Non-performing loans to total loans ...... .17% .42% .43%
</TABLE>

Under the Company's lending policies, all commercial loans are reviewed and
graded according to their perceived credit risk (borrower's financial strength;
value and type of collateral; borrower's performance, etc.). Based on this
grading system, credits requiring special attention are placed on special
monitoring for the attention of management and the Board of Directors.
Management, through this special monitoring system, in conjunction with past
loan loss experience, current and perceived future economic conditions and
other factors, determines the level at which the allowance for loan losses
should be maintained to adequately cover the loan portfolio risk.

Non-accrual status loans are identified through the special monitoring system
and periodic review of past due loans by officers and management. When doubt
exists as to the ultimate collectibility of interest or principal, such loans
are placed on non-accrual status. When a loan is placed on non-accrual status,
interest previously accrued but uncollected on such loans is reversed and
charged against current income. Subsequent payments collected on such loans are
credited to loan principal if, in the opinion of management, full
collectibility of principal is doubtful; otherwise, the payment is credited to
income and principal according to the loan terms.

Loans on which interest had ceased to be accrued approximated $87,000, $184,000
and $178,000 at December 31, 1996, 1995 and 1994, respectively. No interest was
recognized on these loans in 1996. Approximately $6,000 was recognized on these
loans in 1995 and in 1994. Had the accrual status of these loans been normal,
approximately $19,000, $21,000 and $47,000 of additional interest would have
been earned in 1996, 1995 and 1994, respectively. None of these loans are
restructured troubled debt.

Internally classified assets of UB, which approximate the same as
classifications by regulatory authorities and includes other real estate,
increased from $310,000 at December 31, 1995 to $1,015,000 at December 31,
1996, an increase of $705,000.

At December 31, 1996, the Company had approximately $849,000 of loans for which
payments were contractually past due less than 90 days, and the borrowers were
experiencing financial difficulties. These loans are included in the special
monitoring loans which are subject to management's attention and review.

-6-
<PAGE> 7
ALLOWANCE AND PROVISION FOR LOAN LOSSES. The allowance for loan losses totaled
$908,000, $538,000 and $559,000 at December 31, 1996, 1995 and 1994,
respectively. The provision charged to expense amounted to $511,000 in 1996
compared to $279,000 and $90,000 in 1995 and 1994, respectively. Net losses
(recoveries) on loans were approximately $141,000 in 1996, compared to $300,000
in 1995 and $(32,000) in 1994. The amount of provision charged to expense is
based on the current level of net loan losses, perceived economic conditions,
changes in the size and character of the loan portfolio, and management's
assessment of the loan portfolio's inherent risk in relation to the allowance
for loan losses (see Note 5 to Consolidated Financial Statements).

The allowance for loan losses as a percentage of total loans was 1.77%, 1.22%
and 1.33% at December 31, 1996, 1995 and 1994, respectively.

NON-INTEREST INCOME.

<TABLE>
<CAPTION>
Years ended December 31,
------------------------
1996 1995 1994
------------------------
(In thousands)
<S> <C> <C> <C>
Service charges on deposits ............. $ 815 790 748
Other service charges and fees, net ..... 296 226 178
Securities gains ........................ -- -- 104
------ ------ ------

Total ................................. $1,111 1,016 1,030
====== ====== ======
</TABLE>

NON-INTEREST EXPENSE. Non-interest expense amounted to $3.3
million in 1996, and 3.2 million in 1995 and in 1994.
Salaries and employee benefits continue to represent a large portion of
non-interest expense.

Net costs and write downs associated with other real estate owned approximated
$2,000, $(15,000) and $92,000 in 1996, 1995 and 1994, respectively, and
represent amounts provided for decreases in the market value of the properties,
net gains and losses on sales of the properties, and net expenses incurred for
the maintenance of the properties.

<TABLE>
<CAPTION>
Years ended December 31,
-------------------------
1996 1995 1994
-------------------------
(In thousands)
<S> <C> <C> <C>
Salaries and employee benefits ... $2,065 1,911 1,739
Occupancy expense, net ........... 256 250 271
Other real estate owned, net ..... 2 (15) 92
Other ............................ 977 1,009 1,104
------ ------ ------

Total .......................... $3,300 3,155 3,206
====== ====== ======
</TABLE>

-7-
<PAGE> 8

LIQUIDITY

Liquidity is defined as a company's ability to meet maturing obligations and
existing commitments and withstand fluctuations in funding needs, while also
maintaining sufficient levels of highly liquid assets. Liquidity ultimately
depends on profitability, asset quality and mix, asset and liability maturities
and repriceability, and borrowing ability.

The asset side of the balance sheet provides liquidity through regular
amortization and maturities of loans, maturities of investment securities and
money market instruments, maturities of deposits in other banks, and other
assets available for sale. Deposit growth, diversification of liability
products and access to other funding sources provide liquidity from the
liability side. Management is unaware of any trends, events or uncertainties
that will have or that are reasonably likely to have a material effect on the
Company's liquidity.

INDEBTEDNESS

In 1991, the Company borrowed the sum of $1,400,000 from John E. Kirkpatrick of
Oklahoma City, Oklahoma, a preferred stockholder of the Company at that time.
The note was collateralized by 100% of the stock of UB. The note was paid in
full as of December 31, 1994.

PREFERRED STOCK

The Company has $4.4 million of preferred stock outstanding with 9% cumulative
dividends in arrears since October 1, 1985. Cumulative unpaid dividends in
arrears at December 31, 1996 approximated $4,410,450.

RATE SENSITIVITY

Both liquidity and net interest margin are significantly affected by the
sensitivity that assets and liabilities have to changes in market interest
rates, levels of earning assets and funding mixes, the direction of interest
rate movements, the velocity at which changes occur and the absolute level of
interest rates. Interest rate risk can arise when an investment's interest rate
level changes, or its cash flows occur, in time periods that are different from
those of supporting funding sources.

The following table depicts the Company's rate sensitivity position, based on
next repricing date, at December 31, 1996.

<TABLE>
<CAPTION>
Sensitivity Period
--------------------------------------------------
0-30 31-90 91-180 181-365 Over
Days Days Days Days 1 Year
--------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Rate sensitive assets:
Investment securities(1) ............. $ 7,319 40 395 4,196 13,759
Loans ................................ 21,033 2,929 1,074 2,970 23,086
------- ------- ------- ------- -------
Total rate sensitive assets .......... 28,352 2,969 1,469 7,166 36,845
------- ------- ------- ------- -------

Rate sensitive liabilities:
Savings and interest bearing
deposits .......................... 14,923 -- -- -- 14,924
Time deposits ........................ 7,066 6,771 6,121 5,443 2,258
------- ------- ------- ------- -------
Total rate sensitive
liabilities ..................... 21,989 6,771 6,121 5,443 17,182
------- ------- ------- ------- -------

Period sensitivity gap ................. $ 6,363 (3,802) (4,652) 1,723 19,663
======= ======= ======= ======= =======

Cumulative sensitivity gap ............. $ 6,363 2,561 (2,091) (368) 19,295
======= ======= ======= ======= =======
</TABLE>

(1) The amortized cost is used for investment securities.

The Company includes only rate sensitive assets and liabilities in
its sensitivity analysis.

-8-
<PAGE> 9

CAPITAL RESOURCES

Capital provides a base for expansion of the asset portion of the balance
sheet, which in turn provides the opportunity for increased profitability.
Capital adequacy depends on such factors as quality and diversification of
assets, current and historical earnings and liquidity. Primary capital of the
Company consists of funds which are permanently committed to the Company,
including: common stock, preferred stock, additional paid-in capital, retained
earnings, and allowance for loan losses. For regulatory purposes primary
capital is reduced by amounts representing intangible assets. Management is
unaware of any trends, events or uncertainties that will have or that are
reasonably likely to have a material effect on the Company's capital resources.
Following are the Company's and UB's primary and equity capital to assets
ratios for December 31, 1996 and 1995, respectively:

<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Company's primary capital to assets ratio 11.28% 10.13%
Company's equity capital to assets ratio 10.34 9.54

UB's primary capital to assets ratio 11.28% 10.07%
UB's equity capital to assets ratio 10.34 9.48
</TABLE>

The required core capital is 4.00% and total risk-based capital is 8.00%.
Because the Company has assets of less than $150 million, its capital
requirements are computed on a bank-only basis. UB's core and total risk-based
capital exceed regulatory guidelines at December 31, 1996 and 1995.

<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Tier 1 capital (core) 14.59% 14.29%
Tier 2 capital (total risk-based) 16.09 15.28
</TABLE>

EFFECT OF INFLATION

The financial statements and related data presented in this report have been
prepared in accordance with generally accepted accounting principles which
require the measurement of financial position and operating results in terms of
historical dollars without considering changes in the relative purchasing power
of money over time. Changing prices, particularly during periods of high
inflation rates, can have a significant impact on industries and business
enterprises taken as a whole. However, the impact of inflation on financial
institutions differs significantly from that of industrial or commercial
companies. This is due to the fact that a major portion of a bank's balance
sheet is comprised of monetary assets and liabilities versus a basically
non-monetary balance sheet associated with industrial concerns. Even though
inflation doesn't generally have a material impact on banks it can indirectly
affect the interest rates and the underlying value of assets collateralizing
certain earning assets, as well as non-interest income and expense categories.
How well a bank is positioned to respond to changing interest rates and
collateral values can only be assessed by an analysis of its asset and
liability structure. Therefore, attention is directed to the rate sensitivity
schedule, the maturity distribution of loans and securities, the loan
concentrations data and the rate and volume variances analysis found elsewhere
in this report.

-9-
<PAGE> 10

REGULATORY MATTERS

The Company was operating under a written agreement with the Federal Reserve
Bank until March, 1994, at which time the agreement was terminated and the
Company was released from the restrictions under the agreement.

ACCOUNTING STANDARDS NOT YET ADOPTED

Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting for the
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities,"
was issued on June 28, 1996, and is effective for transfers and servicing of
financial assets and extinguishment of liabilities occurring after December 31,
1996. This statement provides accounting and reporting standards for transfers
and servicing of financial assts and extinguishments of liabilities based on
consistent application of a financial-components approach that focuses on
control. It distinguishes transfers of financial assets that are sales from
transfers that are secured borrowings. This statement requires that a liability
not be recognized if and only if either the debtor pays the creditor and is
relieved of its obligation for the liability or the debtor is legally released
from being the primary obligor under the liability either judicially or by the
creditor. This statement also requires that after the securitization of a
mortgage loan held for sale, the mortgage-backed security shall be classified
as a trading security. The impact of adopting this statement is reported
prospectively and is not expected to have a material impact on the consolidated
financial statements.

In December 1996, SFAS No. 127, "Deferral of the Effective Date of Certain
Provisions of FASB Statement No. 125" was issued. The statement delays for
one year the effective date for paragraph 15 of SFAS No. 125 for all transfers
of financial assets and for paragraphs 9 through 12 and 237 (b) for repurchase
agreements, dollar-rolls, securities lending, and similar transactions.

SFAS No. 128, "Earnings per share" was issued March 3, 1997. The statement
simplifies the current standards in the United States for computing earnings
per share (EPS) and makes them compatible with international standards. It
applies to entities with publicly held common stock or potential common stock
and is effective for financial statements issued for periods ending after
December 15, 1997.

SFAS No. 129, "Disclosures of Information about Capital Structure" was issued
March 3, 1997. The statement consolidates existing disclosure requirements for
ease of retrieval. The new statement contains no change in disclosure
requirements for companies that were subject to the previously existing
requirements. It applies to all entities and is effective for financial
statements issued for periods ending after December 15, 1997.

-10-
<PAGE> 11

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1996 1995 1994
------- ------- -------
(IN THOUSANDS EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C>
Interest income:
Interest and fees on loans.......................... $ 4,732 4,101 3,371
Interest on federal funds sold ..................... 155 176 60
Interest on investment securities
Taxable .......................................... 1,148 1,309 1,331
Nontaxable ....................................... 419 429 398
------- ------- -------
Total interest income .......................... 6,454 6,015 5,160
------- ------- -------

Interest expense:
Interest on deposits (Note 7) ...................... 2,427 2,564 1,791
Interest on short-term borrowings .................. 1 5 4
Interest on long-term debt ......................... -- -- 6
------- ------- -------
Total interest expense ......................... 2,428 2,569 1,801
------- ------- -------

Net interest income ............................ 4,026 3,446 3,359

Provision for loan losses (Note 5) ................. 511 279 90
------- ------- -------
Net interest income after provision
for loan losses .............................. 3,515 3,167 3,269
------- ------- -------

Non-interest income:
Service charges on deposits ........................ 815 790 748
Other service charges and fees, net ................ 296 226 178
Securities gains ................................... -- -- 104
------- ------- -------
Total non-interest income ........................ 1,111 1,016 1,030
------- ------- -------

Non-interest expense:
Salaries and employee benefits ..................... 2,065 1,911 1,739
Occupancy expense, net ............................. 256 250 271
Other real estate owned, net ....................... 2 (15) 92
Other (Note 8) ..................................... 977 1,009 1,104
------- ------- -------
Total non-interest expense ....................... 3,300 3,155 3,206
------- ------- -------

Income before income taxes ......................... 1,326 1,028 1,093

Income tax expense (Note 9) .......................... 391 253 264
------- ------- -------

Net income...................................... $ 935 775 829
======= ======= =======
Earnings per share.................................... 0.21 0.15 0.17
======= ======= =======
Average outstanding common shares .................... 2,532 2,532 2,616
======= ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

-11-
<PAGE> 12

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
1996 1995
-------- -------
(In thousands)
<S> <C> <C>
ASSETS
Cash and due from banks........................................... $ 3,070 2,584
Federal funds sold ............................................... -- 6,300
Investment securities (Note 3) ................................... 25,720 28,800
Loans (Notes 4 & 11) ............................................. 51,183 44,144
Unearned discounts ............................................. (2) (2)
Allowance for loan losses (Note 5) ............................. (908) (538)
-------- -------
Loans, net ................................................... 50,273 43,604

Property and equipment, net (Note 6) ............................. 4,077 3,880
Other real estate owned .......................................... 47 63
Accrued interest receivable ...................................... 594 589
Accounts receivable .............................................. 80 93
Other assets ..................................................... 190 158
-------- -------
$ 84,051 86,071
======== =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Interest bearing (Note 7)....................................... 57,506 60,975
Non-interest bearing ........................................... 15,614 15,295
-------- -------
Total deposits .............................................. 73,120 76,270
-------- -------
Deferred income taxes (Note 9 ) .................................. 1,218 1,209
Other liabilities ................................................ 890 769
-------- -------
Total liabilities ........................................... 75,228 78,248
-------- -------
Commitments and contingencies (Note 12 & 14) ..................... -- --
Stockholders' equity (Note 14):
Preferred stock, 9% cumulative, nonvoting $30 par
value, redeemable at the Company's option at par
plus cumulative unpaid dividends. Cumulative unpaid
preferred dividends amount to $4,410,450 or $30.38
per share at December 31, 1996. Authorized 150,000
shares; issued and outstanding 145,200 shares in 1996
and 1995. Liquidation preference of $8,766,450 and
$8,374,410, respectively ..................................... 4,356 4,356
Class B preferred stock, $1 par value. Authorized
500,000 shares; non issued or outstanding .................... -- --
Common stock, $1 par value. Authorized 10,000,000
shares; issued 2,805,385 shares in 1996 and 1995 ............. 2,805 2,805
Additional paid-in capital ..................................... 7,358 7,358
Accumulated deficit ............................................ (4,605) (5,540)
-------- -------
Net unrealized holding gain (loss) on investment securities
available-for-sale, net of deferred taxes .................... 6 (59)
-------- -------
9,920 8,920
======== ======
Less cost of common stock held in treasury (273,148
shares in 1996 and 1995) ..................................... (1,097) (1,097)
-------- -------
Net stockholders' equity ................................... 8,823 7,823
-------- -------
$ 84,051 86,071
======== ======
</TABLE>

See accompanying notes to consolidated financial statements ....

-12-
<PAGE> 13

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1996 1995 1994
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Preferred stock:

Balance at beginning and end of year ............... $ 4,356 4,356 4,356
-------- -------- --------

Common stock:

Balance at beginning and end of year ............... 2,805 2,805 2,805
-------- -------- --------

Additional paid-in capital:

Balance at beginning and end of year ............... 7,358 7,358 7,358
-------- -------- --------

Accumulated deficit:

Balance at beginning of year ....................... (5,540) (6,315) (7,144)
Net income ......................................... 935 775 829
-------- -------- --------
Balance at end of year ............................. (4,605) (5,540) (6,315)
-------- -------- --------

Net unrealized holding gain (loss) on investment
securities available-for-sale: (Note 3)

Balance at beginning of year ....................... (59) (158) --
Implementation of change in accounting for
for investment securities, net of
deferred taxes ................................... -- -- 170
Change in net unrealized holding gain (loss)
on investment securities available-for-sale,
net of deferred taxes ............................ 65 99 (328)
Balance at end of year ............................. 6 (59) (158)

Treasury stock:

Balance at beginning of year ....................... (1,097) (1,097) (1,086)
Purchase stock ..................................... -- -- (11)
-------- -------- --------
Balance at end of year ............................. (1,097) (1,097) (1,097)
-------- -------- --------

Net stockholders' equity ....................... $ 8,823 7,823 6,949
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

-13-
<PAGE> 14

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1996 1995 1994
------- ------- -------
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income ................................................... $ 935 775 829
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation ............................................... 434 416 378
Provision for loan losses .................................. 511 279 90
Provision for market decline-other real estate
owned .................................................... 2 9 85
Amortization of intangibles included in other
assets ................................................... -- 147 147
Amortization of premium, accretion of discounts,
net ...................................................... 85 83 113
Gain on sale of investment securities ...................... -- -- (104)
(Decrease) increase in interest payable .................... (126) 310 29
(Increase) decrease in interest receivable ................. (5) 23 (75)
(Increase) decrease in other real estate owned, accounts
receivable and other assets .............................. (5) 158 387
Decrease in deferred income taxes .......................... (35) (55) (15)
Increase (decrease) in other liabilities ................... 247 34 (17)
------- ------- -------
Total adjustments ......................................... 1,108 1,404 1,018
------- ------- -------
Net cash provided by operating activities ...................... 2,043 2,179 1,847
------- ------- -------
Cash flows from investing activities:
Proceeds from sales of maturities of investment
securities ................................................. 2,518 1,775 3,239
Proceeds from principal payments on mortgage-
backed securities .......................................... 2,170 1,789 3,192
Purchase of investment securities ............................ (1,584) (1,695) (7,496)
Net increase in loans ........................................ (7,180) (2,482) (4,982)
Capital expenditures ......................................... (631) (245) (319)
------- ------- -------
Net cash used in investing activities .......................... (4,707) (858) (6,366)
------- ------- -------
Cash flows from financing activities:
Net (decrease) increase in interest bearing and
non-interest bearing demand deposits, savings,
and certificates of deposit ................................ (3,150) 6,623 3,553
(Decrease) increase in securities sold under
repurchase agreement ....................................... -- (1,500) 1,500
Repayment of long-term debt .................................. -- -- (450)
Purchase of treasury stock ..................................... -- -- (11)
------- ------- -------
Net cash (used in) provided by financing activities ............ (3,150) 5,123 4,592
======= ======= =======
Net (decrease) increase in cash and cash
equivalents .................................................. (5,814) 6,444 73

Cash and cash equivalents at beginning of year ................. 8,884 2,440 2,367
------- ------- -------
Cash and cash equivalents at end of year ....................... $ 3,070 8,884 2,440
------- ------- -------
Supplemental disclosure of noncash investing activities:
------- ------- -------
Change in unrealized holding (loss)gain on investment
securities available-for-sale, net of deferred taxes
of $44,000 in 1996 and $65,000 in 1995 and
$(104,000) in 1994 ......................................... $ (65) (99) 158
======= ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

-14-
<PAGE> 15

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

United Oklahoma Bankshares, Inc. (the "Company") and its subsidiaries
provide a full range of banking services to individual and corporate
customers principally in eastern Oklahoma county. The Company is subject to
competition from other financial service companies and financial
institutions. The Company is subject to regulations of the Federal Reserve
Bank. United Bank (UB) is subject to regulations of the Federal Deposit
Insurance Corporation and the Oklahoma State Banking Department. The
Company and UB undergo periodic examinations by those regulatory
authorities.

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

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 estimates and
assumptions that affect the reported amounts of assets and liabilities and
the reported amounts of revenue and expense during the reporting period.
Actual results could differ from those estimates. Those estimates and
assumptions relate principally to the determination of the allowance for
loan losses and the valuation of assets acquired in foreclosure. The
accounting policies for these items and other significant accounting
policies are presented below.

The consolidated financial statements include the accounts of the Company
and its subsidiaries, all wholly owned, after elimination of all
significant intercompany accounts and transactions.

CASH AND SHORT TERM INVESTMENTS

UB is required to maintain average reserve balances with the Federal
Reserve Bank. The average amount of those reserve balances for the year
ended December 31, l996, was approximately $618,000.

In making short-term investment decisions, the Company considers its
board-approved policies, liquidity needs, potential rate of return, and
credit risk. For purposes of evaluating credit risk, the stability of the
financial institutions and other entities conducting business with the
Company is periodically reviewed.

The Company had concentrations of credit risk with one financial
institution in the form of a correspondent bank account and federal funds
sold in the amount of $1,399,000 and $1,912,000 at December 31, 1996 and
1995, respectively. If the financial institution failed to completely
perform under the terms of the financial instruments, the exposure for
credit loss would be the amount of the financial instruments less the
amount covered by the Federal Deposit Insurance Corporation (FDIC) of
$100,000.

For the purposes of the Consolidated Statements of Cash Flows, the Company
considers overnight Federal funds sold to be cash equivalents.

Cash paid for interest was approximately $2,554,000, $2,259,000, and
$1,772,000 in 1996, 1995, and 1994, respectively.

-15-
<PAGE> 16

INVESTMENT SECURITIES

The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," at January 1, 1994. Under SFAS No. 115, the Company has
classified its debt and marketable equity securities in one of three
categories: trading, available-for -sale, or held-to-maturity. Trading
securities are bought and held principally for the purpose of selling them
in the near term. No investment securities within the portfolio are
considered trading. Held-to-maturity securities are those securities for
which the Company has the ability and intent to hold until maturity. All
other securities not included in held-to-maturity are classified as
available-for-sale.

Available-for-sale securities are recorded at fair value. Held-to-maturity
securities are recorded at cost, adjusted for the amortization or accretion
of premiums or discounts. Unrealized holding gains and losses, net of
related tax effect, on available-for-sale securities are not included in
earnings and are reported as a separate component of stockholders' equity
until realized.

A decline in the market value of any available-for-sale or held-to-maturity
security below cost that is deemed other than temporary results in a charge
to earnings and the establishment of a new cost basis for the security.

Premiums and discounts are amortized or accreted over the life of the
related security as an adjustment to yield using a method that approximates
the interest method. Dividend and interest income are recognized when
earned. Realized gains and losses for securities classified as
available-for-sale and held-to-maturity are included in earnings and are
derived using the specific identification method for determining the cost
of securities sold.

LOANS AND OTHER REAL ESTATE OWNED

Loans are generally carried at amounts advanced less payments received.
Interest income is recorded on discounted loans by use of a method which
produces a reasonable approximation of constant yield on the outstanding
principal. Interest income is accrued as earned on non-discounted loans
except for loans designated as non-accrual.

Loans on which the accrual of interest has been discontinued are designated
as non-accrual loans. Accrual of interest on loans is discontinued either
when reasonable doubt exists as to the full, timely collection of interest
or principal, or when a loan becomes contractually past due by ninety days
or more with respect to principal or interest. When a loan is placed on
non-accrual status, all interest previously accrued but not collected is
reversed against current period income. Income on such loans is then
recognized only to the extent that cash is received and where the future
collection of principal is probable. Accruals are resumed on loans only
when they are brought fully current with respect to interest and principal
and when, in the judgment of management, the loan is estimated to be fully
collectible as to both principal and interest.

The allowance for loan losses is maintained at levels which management
considers necessary to reflect the credit risks of the loan portfolio. For
financial reporting purposes, the provision to be charged as an operating
expense is based on an assessment of specific problem loans, local economic
conditions, past due loan loss experience, and such other factors which in
management's judgment deserve current recognition necessary to maintain the
allowance at an adequate level.

Effective January 1, 1995, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 114, "Accounting by Creditors for
Impairment of a Loan," and Statement of Financial Accounting Standards No.
118, "Accounting by Creditors for Impairment of a Loan-Income Recognition
and Disclosures." The Company's nonperforming loan policies which address
non-accrual loans, meet the definition set forth for "impaired loans" in
SFAS No. 114. The Company had no significant impaired loans outstanding in
1995 under the guidelines of SFAS No. 114.

-16-
<PAGE> 17

Under these standards, the 1995 allowance for loan losses related to loans
that have been identified as impaired is based on discounted cash flows
using the loan's effective interest rate, or the fair value of the
collateral for collateral-dependent loans, or observable market price of
the impaired loan. Loans are considered impaired when it is probable that
the Company will not collect all amounts due in accordance with the
contractual terms of the loan. The Company recognizes interest income on
impaired loans using the same method as that used for non-accrual loans.

Real estate and other assets acquired through foreclosure are recorded at
fair value as of that date. Fair value is based on independent appraisals
and other relevant factors. This value becomes the asset's new "cost."
After foreclosure, these assets are carried at the lower of "cost" or fair
value minus estimated costs to sell. Any subsequent write-downs are charged
against non-interest expense. Operating expenses of such properties, net of
related income, and gains and losses on their disposition are included in
non-interest income and expense.

While management uses all available information to recognize losses on
loans and other real estate owned, future losses may become necessary based
on changes in economic conditions, particularly in the local economies in
which the Company operates. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the
Company's allowance for loan losses and carrying values of assets acquired
in foreclosure. Such agencies may require the Company to recognize
additional losses based on their judgments about information available to
them at the time of their examination.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is charged to operating expense and is computed by use of the
straight-line method over the estimated useful lives of the depreciable
assets. The estimated useful lives are 2 to 40 years for buildings and
improvements, and 3 to 20 years for furniture, fixtures and equipment.
Maintenance and repairs are charged directly to expense as incurred while
improvements are capitalized. When assets are retired or otherwise disposed
of, the cost and applicable accumulated depreciation are removed from the
respective accounts and the resulting gain or loss is reflected in
operations.

INCOME TAXES

The Company files a consolidated income tax return with its subsidiaries.
The Company's subsidiaries are charged for income taxes attributable to
their taxable income and reimbursed for any tax benefit resulting from
their tax losses and tax credits utilized by the Company to reduce
consolidated taxable income.

Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," and reported
the cumulative effect of that change in the method of accounting for income
taxes in the 1993 consolidated statement of operations.

SFAS No. 109 requires a change from the deferred method of accounting for
income taxes to the asset and liability method. Under the asset and
liability method, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under SFAS No. 109,
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.

COMPUTATION OF EARNINGS PER SHARE

Earnings per share are based on the weighted average number of shares of
common stock outstanding during the year after considering cumulative
preferred stock dividends. Cumulative preferred stock dividends accrue
annually at approximately $392,000.

-17-
<PAGE> 18

2. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates, methods, and assumptions are set forth below for the
consolidated Company's financial instruments.

<TABLE>
<CAPTION>
December 31,
(In thousands)
----------------------------------------------
1996 1995
CARRYING ESTIMATED Carrying Estimated
VALUE FAIR VALUE value Fair Value
<S> <C> <C> <C> <C>
Financial Assets
Cash and due from banks.................... $ 3,070 3,070 $ 2,584 2,584
Federal funds sold ........................ -- -- 6,300 6,300
Investment securities ..................... 25,720 25,743 28,800 28,830
Loans ..................................... 50,273 49,656 43,604 43,520
Accrued interest receivable ............... 594 594 589 589
Financial Liabilities
Non-interest-bearing deposits ............. 15,614 15,614 15,295 15,295
Interest-bearing deposits ................. 57,506 57,415 60,975 61,107
Accrued interest payable .................. 514 514 640 640
Off-balance Sheet financial instruments
Commitments to extend credit .............. -- -- -- --
Standby letters of credit ................. -- -- -- --
</TABLE>

CASH AND DUE FROM BANKS, FEDERAL FUNDS SOLD, ACCRUED INTEREST RECEIVABLE AND
ACCRUED INTEREST PAYABLE

The carrying amounts of these financial instruments approximate fair value due
to the short maturity of these financial instruments.

INVESTMENT SECURITIES

The fair value of investment securities, except certain obligations of states
and municipalities, is estimated based on bid prices published in financial
newspapers or bid quotations received from securities dealers. The fair value
of certain obligations of state and municipalities are not readily available
through market sources other than dealer quotations, so fair value estimates
are based on quoted market prices of similar instruments, adjusted for
differences between the quoted instruments and the instruments being valued.

LOANS

Fair values are estimated for portfolios of loans with similar financial
characteristics. Loans are segregated by type such as commercial, real estate,
installment and credit card loans. Each loan category is further segmented into
fixed and adjustable rate interest terms.

The fair value of loans, except credit card loans, is calculated by discounting
scheduled cash flows through the estimated maturity using rates of notes of
similar terms and type. The fair value of credit card loans are assumed to be
at carrying value.

-18-
<PAGE> 19

LIABILITIES

Under SFAS No. 107, the fair value of deposits with no stated maturity, such as
demand deposits, savings, and money market accounts is equal to the amount
payable on demand as of December 31, 1996. The fair value of certificates of
deposit is based on the discounted value of contractual cash flows. The
discount rate is estimated using the rates currently offered of similar
remaining maturities.

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

COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT

The fair value of commitments to extend credit and standby letters of credit is
considered to be equal to carrying value.

LIMITATIONS

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates do not reflect any premium or discount that could result from
offering for sale at one time the Company's entire holdings of particular
financial instruments. Because no market exists for the Company's financial
instruments, fair value estimates are based on judgments regarding future
expected loss experience, current economic conditions, risk characteristics of
various financial instruments, and other factors. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment and therefore cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.

Fair value estimates are based on existing on- and off-balance sheet financial
instruments without attempting to estimate the value of anticipated future
business and the value of assets and liabilities that are not considered
financial instruments. In addition, the tax ramifications related to the
realization of the unrealized gains and losses can have a significant effect on
fair value estimates and have not been considered in any of the estimates.

3. INVESTMENT SECURITIES

As discussed in note 1, the Company adopted SFAS No. 115 as of January 1, 1994.
The net effect of this change in accounting principle of $170,063, net of
deferred taxes, was determined as of January 1, 1994, and is reported as a
separate component of stockholders' equity.

In December 1995, the Company transferred investments held-to-maturity with a
carrying value totaling $21,128,000 to available-for-sale. The securities were
transferred at fair value of approximately $21,037,000, resulting in an
unrealized loss of $91,000. The transfer occurred as allowed by the Financial
Accounting Standards Board's provision that allowed entities to reassess by
December 31, 1995, the appropriateness of the classifications of all investment
securities. Management believes there has been no permanent impairment in the
value of the Company's investment securities.

Investment securities at December 31, 1996 and 1995, consist of (in thousands):

<TABLE>
1996 1995
-------- ------
<S> <C> <C>
Available-for-sale, at fair value....... $ 24,937 28,009
Held-to-maturity, at amortized cost...... 783 791
-------- ------
$ 25,720 28,800
======== ======
</TABLE>

-19-
<PAGE> 20

The amortized cost, gross unrealized holding gains, gross unrealized
holding losses, and fair value for available-for-sale and held-to-maturity
securities by major security type at December 31, 1996, were as follows (in
thousands):

<TABLE>
<CAPTION>
-------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
-------------------------------------------
<S> <C> <C> <C> <C>
Available-for-sale:
U. S. Treasury securities .... $ 1,093 -- (1) 1,092
Securities of other U. S .....
government agencies ........ 748 1 (5) 744
States and municipals ........ 8,567 44 (46) 8,565
-------- -------- -------- --------
10,408 45 (52) 10,401
-------- -------- -------- --------
Mortgage-backed securities ... 14,518 114 (96) 14,536
-------- -------- -------- --------
$ 24,926 159 (148) 24,937
======== ======== ======== ========
Held-to-Maturity:
States and municipals ........ $ 783 23 -- 806
======== ======== ======== ========
</TABLE>

The amortized cost, gross unrealized holding gains, gross unrealized
holding losses, and fair value for available- for-sale and held-to-maturity
securities by major security type at December 31, 1995 were as follows (in
thousands):

<TABLE>
<CAPTION>
-------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
-------------------------------------------
<S> <C> <C> <C> <C>
Available-for-sale:
U. S. Treasury securities .... $ 2,094 20 -- 2,114
Securities of other U. S .....
government agencies ....... 747 3 (7) 743
States and municipals ........ 9,074 43 (71) 9,046
-------- -------- -------- --------
11,915 66 (78) 11,903
Mortgage-backed securities ... 16,192 106 (192) 16,106
-------- -------- -------- --------
28,107 172 (270) 28,009
======== ======== ======== ========
Held-to-maturity:
States and municipals ........ 791 30 -- 821
</TABLE>

-20-
<PAGE> 21
The amortized cost and fair value of investment securities at December 31,
1996, by contractual maturity, in thousands, are shown below. Expected
maturities will differ from contractual maturities because issuers of
investment securities may have the right to call or prepay obligations.

<TABLE>
Amortized
Cost Fair Value
-------- --------
<S> <C> <C>
Available-for-sale:
Due in one year or less........................ $ 925 925
Due after one year through five years ......... 7,985 7,995
Due after five years through ten years ........ 1,391 1,374
Due after ten years ........................... 107 107
-------- --------
10,408 10,401
Mortgage-backed securities .................... 14,518 14,536
-------- --------

$ 24,926 24,937
-------- --------
Held-to-maturity:
Due after one year through five years........... $ 489 503
Due after five years through ten years ......... 294 303
-------- --------
$ 783 806
======== ========
</TABLE>

There were no sales of investment securities in 1996 or 1995. Proceeds from
sales of available-for-sale securities during 1994 were approximately
$3,239,000 and the gross realized gains were approximately $104,000. None
of the investment securities were sold for losses.

Investment securities having a carrying value of approximately $9,339,000
and $12,104,000 at December 31, 1996 and 1995, respectively, were pledged
to secure public funds on deposit and for other purposes required by law.

4. Loans

A summary of the Company's loans is as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(In thousands)
<S> <C> <C>
Commercial, financial and agricultural......... $ 14,874 11,450
Real estate-construction ...................... 2,467 2,785
Real estate-mortgage .......................... 23,440 19,662
Credit card receivables ....................... -- 522
Installment ................................... 10,402 9,725
-------- --------

Total loans.............................. $ 51,183 44,144
======== ========
</TABLE>

At December 31, 1996 and 1995, loans on which interest had ceased to be
accrued approximated $87,000 and $184,000, respectively. Had the accrual
status of these been normal, approximately $19,000 and $21,000 of
additional interest would have been earned in l996 and l995, respectively.
At December 31, 1996 and 1995, there were no commitments to lend additional
funds to borrowers with loans on which the accrual of interest has been
discontinued.

At December 31, l996 and l995, loans to executive officers, directors,
their immediate families and companies in which they own a significant
interest aggregated approximately $215,000 and $80,000, respectively.
During 1996 approximately $343,000 of loan advances were made, and
repayments totaled $208,000. In management's opinion, such transactions
were made on the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons
and did not involve more than normal risk.

-21-
<PAGE> 22

The Company grants commercial, real estate, and consumer loans to customers
principally in the state of Oklahoma. Although the Company has a
diversified loan portfolio, the majority of its customers consist of
individual and corporate borrowers in eastern Oklahoma county.

Contractual maturity and rate sensitivity distribution of loans at December
31, 1996, is as follows:

<TABLE>
<CAPTION>
One year One to Over five
or less five years years Total
--------- --------- --------- ---------
(In thousands)
<S> <C> <C> <C> <C>
Commercial, financial and
agricultural ........................................... $ 7,851 5,369 1,654 14,874
Real estate-construction ................................. 1,472 527 468 2,467
Real estate-mortgage ..................................... 5,115 14,039 4,286 23,440
Installment .............................................. 1,599 8,741 62 10,402
--------- --------- --------- ---------

Total ............................................... $ 16,037 28,676 6,470 51,183
========= ========= ========= =========

Interest sensitivity of loans by contractual maturity:
Predetermined rate ..................................... $ 6,426 21,525 1,235 29,186
Variable rate .......................................... 9,611 7,151 5,235 21,997
--------- --------- --------- ---------

Total .............................................. $ 16,037 28,676 6,470 51,183
========= ========= ========= =========
</TABLE>

5. ALLOWANCE FOR LOAN LOSSES

A summary of transactions in the allowance for loan losses is as follows:

<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------
1996 1995 1994
------- ------- -------
(In thousands)
<S> <C> <C> <C>
Balance at beginning of year .... $ 538 559 437
Provisions charged to expense ... 511 279 90
Recoveries ...................... 146 50 123
Loans charged off ............... (287) (350) (91)
------- ------- -------

Balance at end of year .......... $ 908 538 559
======= ======= =======
</TABLE>

6. PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

<TABLE>
1996 1995
------- -------
(In thousands)
<S> <C> <C>
Land ........................... $ 751 751
Bank buildings and equipment ... 5,711 5,681
Furniture and equipment ........ 1,456 861
------- -------

7,981 7,293
Less accumulated depreciation .. 3,841 3,413
------- -------

$ 4,077 3,880
======= =======
</TABLE>

-22-
<PAGE> 23

7. DEPOSITS

Included in interest bearing deposits are certificates of deposit in
amounts of $100,000 or more. These certificates and their remaining
maturities at December 31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(In thousands)
<S> <C> <C>
3 months or less ................. $ 3,430 5,418
Over 3 months through 6 months ... 956 1,294
Over 6 months through 12 months .. 1,056 750
Over 12 months ................... 212 100
-------- --------

$ 5,654 7,562
======== ========
</TABLE>

The interest expense on these deposits approximated $303,000 and $530,000
for the years ended December 31, 1996 and 1995, respectively.

At December 31, 1996, the schedule maturities of certificates of deposit
are as follows:

8. OTHER NON-INTEREST EXPENSE

<TABLE>
<CAPTION>
Years ended December 31,
1996 1995 1994
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Outside service expenses ............... $ 171 157 181
Advertising and business development ... 151 153 156
Postage ................................ 74 73 65
Stationery, printing and supplies ...... 88 96 83
Collection expense ..................... 22 30 56
Data processing expense ................ 295 113 112
Other .................................. 176 387 451
-------- -------- --------

$ 977 1,009 1,104
======== ======== ========
</TABLE>

-23-
<PAGE> 24

9. INCOME TAXES

The components of income taxes are as follows:

<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------
1996 1995 1994
------- ------- -------
(In thousands)
<S> <C> <C> <C>
Current:
Federal .............. $ 342 225 228
State ................ 84 54 --
------- -------
426 279 228
------- ------- -------
Deferred:
Federal .............. (21) (22) (14)
State ................ (14) (4) 50
------- ------- -------
(35) (26) 36
------- ------- -------

Income tax expense ..... $ 391 253 264
======= ======= =======
</TABLE>

The Company's tax provision on income before provision for income
taxes differs from a normal 34% tax rate as shown below:

<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------
1996 1995 1994
------- ------- -------
(In thousands)
<S> <C> <C> <C>
Income before income taxes multiplied
by 34% in 1996, 1995 and 1994 ......... $ 451 350 372

Tax exempt interest ................... (124) (132) (158)
State income taxes .................... 46 33 33
Other, net ............................ 18 2 17
------- ------- -------

$ 391 253 264
======= ======= =======
</TABLE>

Cash paid for income taxes was approximately $337,000, $212,000 and
$291,000 in 1996, 1995 and 1994, respectively.

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 1996 and 1995, are presented below:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(In thousands)
<S> <C> <C>
Deferred tax assets:
Other real estate, principally due to charge-offs ................ $ 7 6
Alternative minimum tax credit carryforward ...................... -- 100
Other ............................................................ 30 22
-------- --------
Total deferred tax assets ....................................... 37 128
-------- --------

Deferred tax liabilities:
Property and equipment, principally due to difference
in depreciation ................................................. 554 540
Loans, principally due to allowance for loan losses .............. 696 836
-------- --------

Total deferred tax liabilities ................................... 1,250 1,376

Net deferred tax liability before net unrealized
holding gain (loss) on securities available-for-sale.. 1,213 ... 1,248
-------- --------

Net unrealized holding gain (loss) on securities
available-for-sale ............................................. 5 (39)
-------- --------

Net deferred tax liability ....................................... 1,218 1,209
======== ========
</TABLE>

-24-
<PAGE> 25

A valuation allowance for deferred tax assets was not required as of
December 31, 1996, 1995, or 1994 due to management's expectation of the
future reversal of deferred tax liabilities.

10. EMPLOYEE BENEFIT PLANS

The Company sponsors a defined contribution 401(k) plan covering
substantially all employees under which employees' contributions may be
partially matched by the Company. The Company's contributions in 1996,
1995, and 1994 were $50,000, $53,000, and $50,000, respectively.

11. RELATIONSHIPS WITH CERTAIN STOCKHOLDERS AND AFFILIATES

The Company and its subsidiaries, through common owners and/or directors,
are considered to be related parties for financial reporting purposes with
one other bank holding company and its bank.

UB sold loan participations to these banks totaling $1,653,000 and $97,000
at December 31, 1996 and 1995, respectively. UB purchased loan
participations from these banks totaling $1,496,000 during 1996.

There is a proposed merger between the Company and Ameribank Corporation
(Ameribank) (the majority shareholder of the Company) subject to approval
by regulatory authorities. The Merger Agreement provides that, subject to
the approval of the Merger Agreement by the Shareholders of the Company and
satisfaction of other conditions, the Company will be merged into
Ameribank, with Ameribank being the surviving corporation.

12. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET CREDIT RISK

The Company is a party to financial instruments with off- balance sheet
credit risk in the normal course of business to meet the financing needs of
its customers. These financial instruments include commitments to extend
credit and standby letters of credit. These instruments involve, to varying
degrees, elements of credit risk in excess of the amount recognized in the
consolidated balance sheets. The contract amounts of those instruments
reflect the extent of involvement the Company has in particular classes of
financial instruments.

The Company's exposure to credit loss in the event of nonperformance by one
of the other parties to the financial instruments for commitments to extend
credit and standby letters of credit is represented by the contractual
amounts of those instruments. The Company uses the same credit policies in
making commitments and conditional obligations as it does for on-balance
sheet instruments. Financial instruments whose contract amounts represent
credit risk at December 31 are as follows:

<TABLE>
<CAPTION>
1996 1995
---------- ---------
<S> <C> <C>
Commitments to extend credit..... $4,962,000 6,496,000
Standby letters of credit........ 86,000 588,000
</TABLE>

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

Standby letters of credit are conditional commitments issued by the Company
to guarantee the performance of a customer to a third party. Those
guarantees are primarily issued to support private borrowing arrangements.
All of the standby letters of credit at December 31, 1996, are short-term
guarantees; they expire prior to December 31, 1997. The credit risk
involved in issuing letters of credit is essentially the same as that
involved in extending loan facilities to customers. When deemed necessary,
the Company may hold a variety of

-25-
<PAGE> 26

collateral to support these commitments similar to the types of collateral held
for commitments to extend credit.

13. OPERATING LEASE INCOME

14. REGULATORY CAPITAL REQUIREMENTS

UB is subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory actions by regulators that, if undertaken could have
a direct material effect on the consolidated financial statements. Under
capital adequacy guidelines that involve quantitative measures of UB's assets,
liabilities, and certain off-balance-sheet items as calculated under regulatory
accounting practices. UB's capital amounts and classification are also subject
to qualitative judgments by the regulators about components, risk weightings,
and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require UB to maintain minimum amounts and ratios (set forth in the table
below) of total and Tier I capital (as defined in the regulations) to risk-
weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as defined). Management believes, as of December 31, 1996, that UB
meets all capital adequacy requirements to which it is subject.

As of December 31, 1996 and 1995, the most recent notification from the FDIC
categorized UB as well capitalized under the regulatory framework for prompt
corrective action. To be categorized as well capitalized UB 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 UB's category.

UB's actual capital amounts (in thousands) and ratios are also presented in the
following table:

<TABLE>
<CAPTION>
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provision
Amount Ratio Amount Ratio Amount Ratio
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1996:
Total capital (to risk weighted assets) .... $ 9,720 16.09% $ 4,833 8.00% $ 6,041 10.00%

Tier I Capital (to risk weighted assets) ... 8,812 14.59% 2,416 4.00% 3,625 6.00%

Tier I Capital (to average assets) ......... 8,812 10.34% 3,413 4.00% 4,267 5.00%

As of December 31, 1995:
Total Capital (to risk weighted assets) .... 8,309 15.28% 4,351 8.00% 5,438 10.00%

Tier I Capital (to risk weighted assets) ... 7,770 14.29% 2,175 4.00% 3,263 6.00%

Tier I Capital (to average assets) ......... 7,770 9.48% 3,281 4.00% 4,101 5.00%
</TABLE>

According to current regulations, the capital requirements of a bank holding
company are applied on a bank only basis if the bank holding company has
consolidated assets of less than $150 million. Since the Company's consolidated
assets at December 31, 1996 and 1995, were less than $150 million, a separate
calculation of capital requirements was not required.

-26-
<PAGE> 27

The payment of dividends by UB is restricted by regulatory capital requirements
to current year earnings plus undistributed earnings from the two previous
years.

15. PARENT COMPANY FINANCIAL STATEMENTS

Following are the condensed financial statements for United Oklahoma
Bankshares, Inc. (Parent Company only):

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------------
1996 1995 1994
--------- --------- ---------
(In thousands)
<S> <C> <C> <C>
Income:
Dividend from UB ........................................... $ -- -- 275
Interest ................................................... 4 40 8
--------- --------- ---------
Total .................................................... 4 40 283
--------- --------- ---------

Expenses:
Interest ................................................... -- -- 6
Other ...................................................... 78 20 20
--------- --------- ---------
Total .................................................... 78 20 26
--------- --------- ---------

Income (loss) before income taxes and undistributed income
of subsidiaries ............................................ (74) 20 257
Income tax (expense) benefit ................................. 32 (8) 7
--------- --------- ---------
Income (loss) before undistributed income of
subsidiaries ............................................... (42) 12 264
Equity in undistributed income of subsidiaries ............... 977 763 565
--------- --------- ---------

Net income ............................................. $ 935 775 829
========= ========= =========
</TABLE>

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
----------------------
1996 1995
--------- ---------
(In thousands)
<S> <C> <C>
ASSETS

Cash and cash equivalents ..................................... $ 79 163
Investment in UB at equity ................................... 8,812 7,770
Other assets ................................................. 60 61
--------- ---------
$ 8,951 7,994
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses and other liabilities, principally
deferred income taxes ....................................... $ 128 171
--------- ---------
Total liabilities ....................................... 128 171
--------- ---------
Preferred stock ............................................... 4,356 4,356
Common stock .................................................. 2,805 2,805
Additional paid-in capital .................................... 7,358 7,358
--------- ---------
Accumulated deficit ........................................... (4,605) (5,540)
Net unrealized holding gain (loss) on investment securities
available-for-sale held by UB, net of deferred taxes ........ 6 (59)
--------- ---------
9,920 8,920

Less cost of common stock held in treasury .................... (1,097) (1,097)
--------- ---------
Net stockholders' equity ................................. 8,823 7,823
--------- ---------
$ 8,951 7,994
========= =========
</TABLE>

-27-
<PAGE> 28

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years ended December 31,
--------------------------
1996 1995 1994
------ ------ ------
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income ............................................... $ 935 775 829
Adjustments to reconcile net income to
net cash (used in) provided by operating activities:
Equity in undistributed income of
subsidiaries .......................................... (977) (763) (565)
Decrease (increase) in other assets .................... 1 (1) --
(Decrease) increase in other liabilities ............... (43) 84 (94)
Total adjustments.................................. (1,019) (680) (659)
------ ------ ------

Net cash (used in) provided by operating activities ........ (84) 95 170
------ ------ ------

Cash flows from financing activities:
Purchase of treasury stock ............................... -- -- (11)
Repayment of long-term debt .............................. -- -- (450)
------ ------ ------
Net cash used in financing ................................. -- -- (461)
------ ------ ------

Net (decrease) increase in cash and cash equiv ............. (84) 95 (291)
------ ------ ------

Cash and cash equivalents at beginning of year ............. 163 68 359
------ ------ ------

Cash and cash equivalents at end of year ................... $ 79 163 68
====== ====== ======
</TABLE>

-28-
<PAGE> 29

INDEPENDENT AUDITORS' REPORT
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Board of Directors and Stockholders
United Oklahoma Bankshares, Inc.:

We have audited the accompanying consolidated balance sheets of United
Oklahoma Bankshares, Inc. and subsidiaries (the Company) as of December 31,
l996 and l995, and the related consolidated statements of operations, changes
in stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, l996. 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.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of United
Oklahoma Bankshares, Inc. and subsidiaries as of December 31, 1996 and 1995,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.

KPMG Peat Marwick LLP

Oklahoma City, Oklahoma
March 18, 1997

-29-
<PAGE> 30

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

CONDENSED AVERAGE BALANCE SHEETS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------
1996 1995
--------------------- --------------------------
(In thousands)
<S> <C> <C> <C> <C>
AVERAGE ASSETS:
Cash and due from banks ..................... $ 2,873 3.37% $ 2,630 3.21%
Federal funds sold .......................... 2,928 3.43 3,022 3.68
Investment securities ....................... 27,900 32.70 30,437 37.11
Loans ....................................... 47,542 55.72 41,444 50.53
Less: Allowance for loans losses ........... (736) (0.86) (568) (0.69)
Property and equipment, net ................. 3,892 4.55 3,966 4.84
Accrued interest and other assets ........... 930 1.09 1,093 1.32
-------- -------- -------- --------
$ 85,329 100.00% $ 82,024 100.00%
======== ======== ======== ========
AVERAGE LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
Demand:
Individuals, partnerships and
corporations ......................... $ 17,118 20.06 $ 14,287 17.42
Money market checking ..................... 9,747 11.43 9,129 11.13
Savings and money market savings .......... 20,735 24.30 17,424 21.24
Time ...................................... 27,627 32.38 31,864 38.85
-------- -------- -------- --------
Total deposits .......................... 75,227 88.17 72,704 88.64
Short-term borrowings ....................... 11 0.01 89 0.11
Accrued interest and other liabilities ...... 1,864 2.18 1,846 2.25
-------- -------- -------- --------
Total liabilities ....................... 77,102 90.36 74,639 91.00
-------- -------- -------- --------

Stockholders' equity:
Preferred stock ........................... 4,356 5.10 4,356 5.31
Common stock .............................. 2,805 3.29 2,805 3.42
Additional paid-in capital ................ 7,358 8.62 7,358 8.97
Accumulated deficit ....................... (5,037) (5.90) (5,926) (7.22)
Net unrealized holding loss on
investment securities available-for-
sale, net of deferred taxes ............. (158) (0.18) (111) (0.14)
-------- -------- -------- --------
9,324 10.93 8,482 10.34
Less cost of common stock held in
treasury ................................ (1,097) (1.29) (1,097) (1.34)
-------- -------- -------- --------
Net stockholders' equity .............. 8,227 9.64 7,385 9.00
-------- -------- -------- --------
$ 85,329 100.00% $ 82,024 100.00%
======== ======== ======== ========
</TABLE>

-30-
<PAGE> 31

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ANALYSIS OF NET INTEREST INCOME

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------
1996 1995
------------------------------------------------------------
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Earning assets:
Investment securities(1):
Taxable ....................... $18,403 1,148 6.24% $20,587 1,309 6.36%
Nontaxable .................... 9,761 419 4.29 10,036 429 4.27
------- ----- ---- ------ ----- ----
28,164 1,567 5.56 30,623 1,738 5.68
Federal funds sold .............. 2,928 155 5.29 3,022 176 5.82

Loans, net of unearned
discount(2) ................... 47,542 4,732 9.95 41,444 4,101 9.90
------- ----- ---- ------ ----- ----
Total earning assets/
total interest income ....... $78,634 6,454 8.21 75,089 6,015 8.01%
======= ===== ==== ====== ===== ====

Interest bearing liabilities:
Interest bearing deposits ....... $58,109 2,427 4.18 58,417 2,564 4.39%
Short-term borrowings ........... 11 1 9.09 89 5 5.62
Long-term debt
Total interest bearing
liabilities/total
interest expense ........... $58,120 2,428 4.18 58,506 2,569 4.39%
======= ===== ==== ====== ===== ====
Differentials/net interest
income ........................ $20,514 4,026 4.03 16,583 3,446 3.62%
======= ===== ==== ====== ===== ====

Net interest income as
reported/interest
earning assets ............... 5.12% 4.59%
==== ====
</TABLE>

(1) The amortized cost is used in the average balance calculation.

(2) Loans classified as non-accruing are included in the average balance
calculation.

-31-
<PAGE> 32

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

LOAN CONCENTRATIONS

<TABLE>
<CAPTION>
December 31, 1996
---------------------
Percent
Amount of Total
---------------------
(In thousands)
---------------------
<S> <C> <C>
Commercial, financial and agricultural ... $ 14,874 29.06%
Real estate-construction ................. 2,467 4.82
Real estate-mortgage ..................... 23,440 45.80
Installment .............................. 10,402 20.32
--------- ---------
Total loans ......................... $ 51,183 100.00%
========= =========
</TABLE>

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

Participations purchased amounting to $3,988,000 at December 31, 1996 are
included in commercial. In addition, it should be noted that certain commercial
loans may be secured by real estate.

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
Years ended December 31,
-----------------------
1996 1995
--------- ---------
(In thousands)
<S> <C> <C>
Balance at beginning of year ......................... $ 538 559
Charge-offs:
Commercial, financial and agricultural ............. (206) (176)
Installment ........................................ (81) (174)
--------- ---------
Total charge-offs ........................ (287) (350)
--------- ---------

Recoveries:
Commercial, financial and agricultural ............. 139 42
Installment ........................................ 7 8
--------- ---------
Total recoveries ......................... 146 50
--------- ---------

Net (charge-offs) recoveries ......................... (141) (300)

Additions charged to operating expense ............... 511 279
--------- ---------

Balance at end of year ............................... $ 908 538
========= =========

Total average loans, net of unearned discount ........ $ 47,542 41,444
========= =========

Ratio of net charge-offs (recoveries) to total
average loans, net of unearned discount ............ 0.30% 0.72%
========= =========

Total loans, net of unearned discount ................ $ 51,183 44,142
========= =========

Ratio of allowance for loan losses to total loans,
net of unearned discount ........................... 1.77% 1.22%
========= =========
</TABLE>

-32-
<PAGE> 33

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
-----------------------------------------
YEARS ENDED DECEMBER 31,
-----------------------------------------
1996 1995
-----------------------------------------
% OF LOANS % of Loans
IN EACH in each
AMOUNT CATEGORY Amount category
------- ------- ------- ---------
(In thousands)

<S> <C> <C> <C> <C>
Commercial, financial and agricultural ..... $ 408 29.06% $ 187 25.94%
Real estate-construction ................... -- 4.82 -- 6.31
Real estate-mortgage ....................... 68 45.80 5 44.54
Credit card receivables and installment .... -- 20.32 -- 23.21
------- ------- ------- -------
Total ................................... 476 100.00% 192 100.00%
======= =======

Unallocated ................................ 432 346
------- -------

Total allowance ......................... $ 908 $ 538
======= =======
</TABLE>

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

The basis of allocation of the allowance for loan losses is a review of
individual loans, based on the bank's credit review and grading system, for
possible exposure to loss, except for installment loans whose allocation is
based primarily on historical net charge-off experience. The unallocated
portion of the allowance provides for unforeseen credit risk exposure. The
specific allocation of the allowance, therefore, represents only a numerical
evaluation of identified risks in the portfolio at a point in time and does not
necessarily represent anticipated charge-offs.

-33-
<PAGE> 34

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

MATURITY DISTRIBUTION OF INVESTMENT SECURITIES

<TABLE>
<CAPTION>
Within 1 year After 1 year But After 5 years
within But Within After
5 years 10 years 10 years Total
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
------- ---- ------- ---- ------- ---- ------- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1996 (1) (In thousands)
U. S. Treasury securities ...... $ 1,093 5.50% $ -- -- $ -- - % $ -- - % $ 1,093 5.50%
Securities of other U. S .......
government agencies ............ -- -- 748 5.75 -- -- -- -- 748 5.75
Mortgage-backed securities ..... -- -- -- -- -- -- -- -- 14,518 6.97
State & municipals ............. 925 3.36 6,633 4.87 1,685 4.82 107 4.25 9,350 4.70
------------------------------------------------------------------------------------------------
Total amount/yield ............. $ 925 3.36% $ 8,474 5.03% $ 1,685 4.82% $ 107 4.25% $25,709 5.70%
================================================================================================
Average maturity (in years)* ... 13.75

December 31, 1995 (1)
U. S. Treasury securities ...... $ 1,003 6.70% $ 1,091 5.50% $ -- - % $ -- - % $ 2,094 6.08%
Other U. S. government
agencies ....................... -- -- 747 5.75 -- -- -- -- 747 5.75
Mortgage-backed securities ..... -- -- -- -- -- -- -- -- 16,192 6.50
State & municipals ............. 492 3.46 5,828 4.23 3,324 4.58 221 4.13 9,865 4.31
------------------------------------------------------------------------------------------------
Total amount /yield ............ $ 1,495 5.63% $ 7,666 4.56% $ 3,324 4.58% $ 221 4.13% $28,898 5.70%
------------------------------------------------------------------------------------------------
Average maturity (in years)* ... 14.70
</TABLE>

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

*Includes contractual maturities of mortgage-backed securities which may vary
significantly from actual cash flows due to prepayments.

(1) The amortized cost of investment securities are represented in this table.

DISTRIBUTION OF AVERAGE DEPOSITS

<TABLE>
<CAPTION>
--------------------------------------
Years ended December 31,
--------------------------------------
1996 1995
----------------- -----------------
Average Average
----------------- -----------------
Amount Rate Amount Rate
------- ------- ------- -------
(In thousands)
<S> <C> <C> <C> <C>
Demand:
Individuals, partnerships and corporations ... $17,118 - % $14,287 - %
NOW and money market checking .................. 9,747 2.45 9,129 2.57
Savings and money market savings ............... 20,735 3.44 17,424 3.03
Time of less than $100,000 ..................... 21,880 5.36 22,213 5.72
Time of $100,000 or more ....................... 5,747 5.29 9,651 5.49
------- ------- ------- -------

TOTAL ..................................... $75,227 3.23% $72,704 3.53%
======= ======= ======= =======
</TABLE>

-34-
<PAGE> 35

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

SHORT-TERM BORROWINGS

The following table summarizes information with respect to certain short-term
borrowings for the years indicated.

<TABLE>
<CAPTION>
Amount Outstanding Average Amount
End of Year Maximum Outstanding
---------------------- Amount ---------------------
Average Outstanding Average
Interest at any Interest
Amount Rate Month End Amount Rate
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996
Federal funds purchased and securities sold ... $ -- - % $ -- $ 11 5.54%
========= ========= ========= ========= =========

1995
Federal funds purchased and securities sold ... $ -- - % $ -- $ 89 5.58%
========= ========= ========= ========= =========

1994
Federal funds purchased and securities sold ... $ 1,500 6.13% $ 1,500 $ 79 4.26%
========= ========= ========= ========= =========
</TABLE>

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

RETURN ON EQUITY AND ASSETS

<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Ratio of net income to:
Average earning assets .................... 1.19% 1.03% 1.18%
Average total assets ...................... 1.10 0.94 1.06
Average stockholders' equity .............. 11.37 10.49 12.46

Ratio of average stockholders' equity to:
Average total assets ...................... 9.64 9.00 8.51
Average total loans ....................... 17.30 17.82 17.86

Dividend payment ratio ...................... N/A N/A N/A
</TABLE>

-35-
<PAGE> 36

DIRECTORS AND EXECUTIVE OFFICERS
UNITED OKLAHOMA BANKSHARES, INC.

GEORGE N. COOK, 51. Chairman of the Board. Mr. Cook also serves
as President and Chief Executive Officer of American National
Bank and Director of Ameribank Corporation. Mr. Cook is also a
director of United Bank and its subsidiaries and the First
National Bank of Medicine Lodge, Kansas.

D. WESLEY SCHUBERT, 44. President of the Company. Mr. Schubert is
a Certified Public Accountant. Mr. Schubert has been the Vice
Chairman of American National Bank and Vice President of
Ameribank Corporation since 1991. Mr. Schubert also serves as a
director of United Bank and director of First National Bank of
Medicine Lodge, Kansas.

J. MICHAEL ADCOCK, 48. Secretary of the Company. Mr. Adcock also
serves as a member of the Board of Directors of Grant
Geophysical Inc., Ameribank Corporation, American National Bank,
First National Bank of Medicine Lodge, Kansas, and United Bank
and its subsidiaries. Mr. Adcock is in the private practice of
law.

JUNE A. O'STEEN, 60. Executive Vice President of UB, and Principal Accountant
for the Company since June, 1989. Prior to that time Ms. O'Steen was
Senior Vice President and General Auditor of UB, since 1984, and the
Company, since 1980.

DAVID NICHOLS, 66. Advisory director of the Company. Mr. Nichols currently
serves as Director, Loan Committee member and Chairman of the Board
of First State Bank, Kansas City, Kansas. Mr. Nichols also serves as
director of Concorde Career Colleges, Inc. of Kansas City, Missouri
(a NASDAQ company).

-36-
<PAGE> 37

EXECUTIVE COMPENSATION

Directors. Non-management directors of UB received $400 for Board meetings
held during the year. In 1996, management UB Directors received $300 for
every Board meeting attended. Company directors received $200 for each
meeting attended. Company special committee Directors received $1,000 for
each meeting attended.

Executive Officers. There were no officers whose compensation exceeded
$100,000 during 1996. However, the total cash compensation paid to the
Company's Chairman of the Board and Chief Executive Officer and to each of
the Company's and its subsidiaries' most highly compensated executive
officers whose cash compensation exceeded $100,000 for services rendered in
all capacities to the Company and its subsidiaries in the two preceeding
years ended December 31, 1995 and 1994 is as follows.

The Company qualifies as a Small Business Issuer as defined under
applicable regulations of the Securities and Exchange Commission.
Therefore, only that information as to executive compensation required of
Small Business Issuers is presented.

<TABLE>
<CAPTION>
Annual Compensation

Name and Principal position Year Salary $ Bonus $ All other $
<S> <C> <C> <C> <C>
William P Dowling, 1995 109,500 300 62,827
President/CEO of the Bank 1994 106,600 300 4,797
</TABLE>

-37-
<PAGE> 38

SECURITY OWNERSHIP BY MANAGEMENT

The following table sets forth the beneficial ownership by management of the
Company's common and 9% preferred stock, which are the only classes of capital
stock of the Company outstanding, as of December 31, 1996, together with the
percentage of the outstanding shares of each class so owned by each director,
and by all officers and directors of the Company and its subsidiaries as a
group. Unless otherwise indicated, each person has sole voting and investment
power with respect to the indicated shares. The preferred stock does not carry
voting rights.

<TABLE>
<CAPTION>
Name of Beneficial Ownership Percent of Class
Beneficial Owner Common 9% Preferred Common 9% Preferred
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
George N. Cook, Jr. Right to acquire* Right to acquire*
254,666 21,068 10.06% 14.51%

D. Wesley Schubert Right to acquire* Right to acquire*
254,666 21,068 10.06% 14.51%

All officers and
directors as a group 792,521 51,927 30.18% 43.53%
</TABLE>

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

* Ameribank Corporation and Messrs. George N. Cook, D. Wesley Schubert and
J. Michael Adcock have entered into a Stock Purchase Agreement, dated
November 3, 1995, which provides that Ameribank will sell to each of
Messrs. Cook, Schubert and Adcock 16.33% of the total number of shares of
Common Stock and 9% Cumulative Non-Voting Preferred Stock which Ameribank
owns or acquires in future purchases. The terms provide that the purchase
price for such stock shall be the price at which Ameribank acquired the
shares plus interest, accrued from the date of acquisition of such stock
to the closing of the purchase contemplated by the agreement, at a rate
equal to the base rate of interest of Chase Manhattan Bank, N.A. from time
to time. The consummation of the transactions are subject to (1) approval
from the Board of Governors of the Federal Reserve System; (2) the
entering into by the parties of a Shareholders' Agreement restricting the
future transfer of the stock by Messrs. Adcock, Schubert and Cook; and (3)
the entering into by the parties of a Voting Trust Agreement appointing
Ameribank as trustee to vote the shares of Common Stock. On November 27,
1996, Mr. Adcock entered into an agreement with his wife Mrs. Adcock,
transferring to her his rights to purchase shares of the Company under the
Stock Purchase Agreement. Mrs. Adcock is the daughter of Mr. Bodard, the
sole shareholder of Ameribank. Messrs. Cook and Shubert and Mrs. Adcock
have entered into an Addendum to the Stock Purchase Agreement with
Ameribank dated January 27, 1997, whereby Ameribank agrees that if the
Merger is consummated, Ameribank will sell to each of Messrs. Cook and
Schubert and Mrs. Adcock 16.33% of the total number of shares of common
stock outstanding of United at a price per share equal to the total
consideration, plus costs and interest paid by Ameribank for the Stock,
divided by the total number of outstanding shares of common stock of
United, and on the same terms and subject to the same conditions as
previously agreed.

-38-
<PAGE> 39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table shows the name and address of each shareholder who
beneficially owns more than 5% of the Company's common stock, the number of
shares beneficially owned by each, and the percentage of outstanding common
stock so owned as of December 31, 1996. Unless otherwise indicated, each person
has sole voting and investment power with respect to the shares beneficially
owned.

<TABLE>
<CAPTION>
Amount and Nature of Percent
Title of Class Name and Address Beneficial Ownership of Class(1)
<S> <C> <C> <C>
Common Ameribank Corporation 1,559,498 61.58%
201 N Broadway
Shawnee, OK 74801

Common Dona B. Adcock Right to acquire*
201 N. Broadway 254,666 10.06%
Shawnee, OK 74801

Common Robert B. Krumme 238,492** 9.4%
P. O. Box 1020
Bristow, OK 74010

Preferred Ameribank Corporation 129,016 88.85%
201 N. Broadway
Shawnee, Ok 74801

Preferred Dona B. Adcock Right to acquire*
201 N. Broadway 21,068 14.51%
Shawnee, OK 74801
</TABLE>

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

(1) All percentages were calculated after excluding shares held in treasury
stock.

* See note at page 44

** The number of shares of Common Stock includes 106,796 shares held by
Sooner Southwest Bankshares and 121,696 shares held by Illinois Refining
Company, of which Mr. Krumme claims beneficial ownership.

-39-
<PAGE> 40

CERTAIN TRANSACTIONS

In the ordinary course of business, UB has had banking transactions with some
of the directors, executive officers and controlling shareholders of the
Company. All such loans are and have been made in compliance with applicable
laws, in the ordinary course of business and on substantially the same terms
(including interest rates and collateral) as those prevailing at the time for
comparable transactions with unaffiliated persons. In the opinion of
management, none of such loans involved more than the normal risk of
collectibility or presented any other unfavorable features.
interest in the transaction or loan.

All transactions entered into between the Company or UB and any officer,
director or controlling shareholder of the Company are made on terms no less
favorable to the Company or the Bank than could be obtained from unaffiliated
parties. It is the policy of the Company that transactions with and loans to
officers and directors be approved by a majority of the directors of the
Company other than those with an interest in the transaction or loan.

-40-
<PAGE> 41

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

UNITED OKLAHOMA BANKSHARES, INC.

By:/s/ George N. Cook
------------------------------
George N. Cook, Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ George N. Cook Chairman of the Board
- -------------------------
George N. cook

/s/ June A. O'Steen Principal Accountant March 24, 1997
- -------------------------
June A. O'Steen

/s/ D. Wesley Schubert President
- -------------------------
D. Wesley Schubert

/s/ J. Michael Adcock Secretary
- -------------------------
J. Michael Adcock

*By: /s/ George N. Cook
---------------------
George N. Cook

* As attorney-in-fact pursuant to Power
of attorney filed as exhibit 25

-41-
<PAGE> 42

FORM 10-K CROSS REFERENCE SECTION

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Part I Item 1 Business..............................................2
Item 2 Properties............................................2
Item 3 Legal Proceedings.....................................2
Item 4 Submission of Matters to a Vote of Security Holders
(during the fourth quarter of 1996)............*

Part II Item 5 Market for the Company's Common Stock and Related
Stockholders Matters...........................2
Item 6 Selected Financial Data...............................3
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations............4-11
Item 8 Financial Statements and Supplementary Data...........12-41
Item 9 Disagreements on Accounting and Financial Disclosure.. *

Part III Item 10 Directors and Executive Officers and Corporations.....42
Item 11 Executive Compensation................................43
Item 12 Security Ownership of Certain Beneficial Owners and
Management....................................44
Item 13 Certain Relationships and Related Transactions........45

Part IV Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K..................................
(a) (1) Financial Statements:
o Independent Auditors' Report...............34
o Consolidated Statements of Operations-
years ended December 31, 1996, 1995, 1994..12
o Consolidated Balance Sheets
December 31, 1996 and 1995.................13
o Consolidated Statements of Changes in
Stockholders' Equity-years ended December
31, 1996, 1995, and 1994...................14
o Consolidated Statements of Cash Flows-years
ended December 31, 1996, 1995 and 1994.....15
o Notes to Consolidated Financial Statements-
years ended December 31, 1996, 1995, 1994..16-33

(2) Financial Statement Schedules:
o All schedules normally required by Form
10-K are omitted since they are either not
applicable or the required information is
shown in the consolidated financial
statements or the notes thereto............

</TABLE>

-42-
<PAGE> 43

Part IV Item 14 Exhibit: (continued)
(a) (3) Exhibits:

<TABLE>
<CAPTION>
Exhibit No. PAGE
----------- ----
<S> <C> <C>
3 Articles of incorporation and bylaws (filed as **
Exhibit 3(a) and 3(b) to Company's registration
Statement No. 2-85935, "Registration Statement")
4 Instruments defining the rights of security
holders, including indentures (filed as Exhibit
3(a) to Company's registration Statement) **
10 Material Contracts:
(a) United Oklahoma Bankshares, Inc. Incentive **
Stock Option Plan of 1982 (filed as Exhibit
10(a) to Company's Registration Statement)
(b) Forms of United Oklahoma Bankshares, Inc. **
Incentive Stock Option Agreements (filed
as Exhibit 10(b) to Company's registration
Statement)
(c) United Oklahoma Bankshares, Inc. Employee **
Stock Ownership Plan and Trust of 1982
(filed as Exhibit 10(c) to Company's
Registration Statement)
(d) Stockholders' resolutions establishing United
Oklahoma Bankshares Employees' Stock Purchase
Plan of 1983 (filed as Exhibit 10(d) to
Company's registration Statement)
(e) Form of agreements relating to stock purchased
under the United Oklahoma Bankshares **
Employees' Stock Purchase Plan of 1983 (filed as
Exhibit 10(e) to Company's Registration
Statement)
(f) Letter Agreement, dated April 26, 1982, **
between United Oklahoma Bankshares, Inc.
and Fort Worth National Bank, as amended
(filed as Exhibit 10(1) to Company's
Registration Statement)
(g) Promissory Note and Security Agreement **
dated April 29, 1982, between United
Oklahoma Bankshares, Inc. Employee Stock
Ownership Plan and Trust of 1982 and The
Fort Worth National Bank (filed as Exhibit
10 (m) to Company's Registration Statement)
</TABLE>

-43-
<PAGE> 44

Part IV Item 14 Exhibits: (continued)
(a) (3) Exhibits:

EXHIBIT NO. PAGE
----------- ----
<S> <C> <C>
10 Material contracts:
(h) Deposit Insurance Transfers and **
Asset Purchase Agreement, dated
May 11, 1984, between United
Oklahoma Bankshares, Inc., as agent
for United Del City Bank, and the
Federal Deposit Insurance Corporation
(filed as Exhibit to Form 8-K dated
May 25, 1984)
(i) Stock Purchase Agreement between
United Del City Bank and United
Oklahoma Bank (filed as Exhibit 10 **
to Form 10-K dated December 31, 1986)
(j) Accounts Receivable Purchase Agreement
between United Del City Bank and
United Oklahoma Bank (filed as Exhibit
to Form 10-K dated December 31, 1986) **

27 Financial Data Schedule **

22 Subsidiaries of Company 51
25 Power of Attorney 52,53
(b) Reports on Form 8-K 54
</TABLE>

* Not Applicable
** Included in previous filings

-44-
<PAGE> 45

SUBSIDIARIES

The Company has two wholly owned subsidiaries, United Bank and United Loan and
Thrift Company, Inc. The following corporations are wholly owned subsidiaries
of United Bank:

United Del City Tower Inc.
4600 Corporation

-45-
<PAGE> 46

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That each of the undersigned do hereby constitute and appoint George N. Cook
his true and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place and stead, and in any and all capacities to
execute and sign Annual Report on Form 10-K for the 1995 fiscal year of United
Oklahoma Bankshares, Inc. and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.

DATED THIS 24th day of March, 1997.

/s/ George N. Cook
---------------------------------------
George N. Cook

/s/ D. Wesley Schubert
---------------------------------------
D. Wesley Schubert

/s/ J. Michael Adcock
---------------------------------------
J. Michael Adcock

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this 24th day of March,
1997, by George N. Cook.

/s/Kathleen A. Rudd
---------------------------------------
My commission expires: Notary Public

June 6, 1998

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this 24th day of March,
1997, by D. Wesley Schubert.

/s/Kathleen A. Rudd
---------------------------------------
My commission expires: Notary Public

June 6, 1998

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA)

-46-
<PAGE> 47

The foregoing instrument was acknowledged before me this
24th day of March, 1997, by J. Michael Adcock.

/s/Kathleen A. Rudd
---------------------------------------
My commission expires: Notary Public

June 6, 1998

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

-47-
<PAGE> 48

REPORTS ON FORM 8-K

The Company filed a report on Form 8-K during the fourth quarter of 1996.

-48-

<PAGE> 1
EXHIBIT 13(d)(2)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]

For the Fiscal year ended December 31,1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]

For the transition period from ______________________ to _____________________

Commission file number 0-12047

UNITED OKLAHOMA BANKSHARES, INC.
(Exact name of registrant as specified in its charter)

Oklahoma 73-0969432
- -------------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employe
incorporation or organization) Identification No.)

4600 S.E. 29th Street
Del City, Oklahoma 73115
- -------------------------------------- ------------------------------
(Address of principal executive offices) Zip Code

Registrant's telephone number, including area code (405) 677-8711

Securities registered pursuant to Section 12(b)of the Act: None

Securities registered pursuant to Section 12(g)of the Act: Common stock,
$1 par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
[X]Yes No[ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

As of February 1, 1996, based on the reported average bid and asked prices, the
aggregate market value of the common stock held by non-affiliates of
the registrant was approximately $1,266,000.

As of February 1, 1996, 2,532,237 shares of the registrant's common stock, par
value $1.00 per share, were outstanding.

NOTE: See pages 44-46 for Form 10-K Cross Reference Index
<PAGE> 2
BUSINESS

United Oklahoma Bankshares, Inc. (the "Company") is a one-bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The
principal business of the Company is the ownership and supervision of United
Bank ("UB"), Del City, Oklahoma. As of December 31, 1995, the Company and its
subsidiaries had 53 full time equivalent employees. UB is a state chartered
banking association whose deposits are insured pursuant to the Federal Deposit
Insurance Act. UB, which operates primarily in Oklahoma, competes with other
financial institutions in its trade area in providing a full range of
traditional banking and related financial services to the commercial, consumer,
energy, real estate and financial sectors. UB operates two wholly owned
subsidiaries, United Del City Tower, Inc. ("UDCT") and 4600 Corporation.

UDCT owns and manages United Del City Tower of which the first and part of the
second floors are occupied by UB. The facility is approximately 100% occupied
at year end. 4600 Corporation was formed to sell assets on which UB
foreclosed.

In 1991, the Company borrowed the sum of $1,400,000 from John E. Kirkpatrick of
Oklahoma City, Oklahoma, a preferred stockholder of the Company. The note was
collateralized by 100% of the stock of UB. The note was paid in full as of
December 31, 1994.

PROPERTIES

The Company's corporate headquarters are located in United Del City Tower at
4600 S.E. 29th Street, Del City, Oklahoma. This facility is located on
approximately 8 acres and comprises approximately 77,000 square feet of usable
space. The Tower houses the main banking functions and the Company's executive
offices. UB occupies 27% of the building and approximately 73% is leased to
various tenants. In 1993, UB completed construction of a new drive-in facility
attached to the United Del City Tower. UB also sold its previous drive-in
facility during 1993.

LEGAL

The Company and its subsidiaries are not defendants in any legal proceedings.

COMMON STOCK

On January 30, 1995, certain shareholders of the Company entered into a Stock
Purchase Agreement with Ameribank Corporation ("Ameribank"). The shareholders
collectively agreed to sell all their common stock in the Company and their 9%
cumulative, non-voting preferred stock in the Company. The shareholders
collectively owned approximately 25% of all the issued and outstanding shares
of common stock and 30% of the issued and outstanding preferred stock of the
Company. The Stock Purchase Agreement was closed and the shares transferred on
May 16, 1995. In July, Ameribank made an offer to purchase stock and acquired
an additional 5.69% of the preferred stock.

On November 3, 1995, Ameribank made a tender offer to the common stock
shareholders of the Company. After the purchase of shares through the tender
offer, Ameribank owned an additional 23.2% of the common stock of the Company.
On January 5, 1996, Ameribank filed its Final Amendment on Schedule 14D-1,
indicating that as of that date it had acquired 23,706 shares of common stock in
private transactions which represents a total of 1,514,118 or approximately
59.8% of the common stock of the Company. Since Ameribank's offer to the
preferred shareholders in July, 1995, Ameribank has purchased an additional
5,883 shares of preferred stock in private transactions for a total of 106,929
or approximately 73.6% of the preferred stock of the Company. As of March 15,
1996, Ameribank purchased an additional 1,100 shares of common stock and 2,510
shares of preferred stock of the Company.

DISCLAIMER

THIS ANNUAL REPORT HAS NOT BEEN REVIEWED, OR CONFIRMED FOR ACCURACY OR
RELEVANCE, BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

-2-
<PAGE> 3
SELECTED FINANCIAL DATA
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Selected Financial Data which follows should be read in conjunction with
the consolidated financial statements (including the notes thereto) of the
Company and its subsidiaries appearing elsewhere herein.

<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------------------------
1995 1994 1993 1992 1991
--------------------------------------------------------
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
Summary of Income:
Interest income ........................................ $ 6,015 5,160 5,235 5,460 5,309
Interest expense ....................................... (2,569) (1,801) (1,847) (2,299) (2,646)
Provision for loan losses .............................. (279) (90) (236) (128) (165)
Non-interest income .................................... 1,016 1,030 837 795 1,114
Non-interest expense ................................... (3,155) (3,206) (3,068) (2,735) (4,215)
Income (loss) before income taxes and cumulative
effect of change in accounting principle ....... 1,028 1,093 921 1,093 (603)
Income tax benefit (expense) ........................... (253) (264) (266) (445) 245
Income (loss) before cumulative effect of change
in accounting principle ........................ 775 829 655 648 (358)
Cumulative effect of change in accounting .............. -- -- 116 0 0
principle
Net income (loss) ...................................... 775 829 771 648 (358)

Per share data:
Income (loss) before cumulative effect of change
in accounting principle ........................ 0.15 0.17 0.10 0.10 (0.28)

Cumulative effect of change in accounting .............. -- -- 0.04 0.00 0.00
principle

Net income (loss) ...................................... 0.15 0.17 0.14 0.10 (0.28)

Average outstanding common shares ...................... 2,532 2,616 2,644 2,644 2,644

Period end balances:
Cash and due from banks ................................ 2,584 2,440 1,907 3,270 2,695
Federal funds sold ..................................... 6,300 -- 460 1,560 2,085
Investment securities .................................. 28,800 30,588 29,794 33,352 30,722
Loans, net of unearned discount and allowance for
loan losses .................................... 43,604 41,401 36,509 33,804 30,185
Total assets ........................................... 86,071 79,720 74,564 78,556 72,689
Deposits ............................................... 76,270 69,647 66,094 70,302 64,825
Long-term debt ......................................... -- -- 450 900 1,400
Stockholders' equity ................................... 7,823 6,949 6,289 5,518 4,870
</TABLE>

-3-
<PAGE> 4
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion and analysis is designed to provide a better
understanding of the significant factors related to the Company's results of
operations, financial condition, liquidity and capital resources (including its
subsidiary bank, UB, its non-bank subsidiary, UDCT and 4600 Corporation). Such
discussion and analysis should be read in conjunction with the Consolidated
Financial Statements (including the notes thereto) and Selected Financial Data
appearing elsewhere in this annual report.

RESULTS OF OPERATIONS

GENERAL. Net income totaled $ .8 million in 1995, compared to $.8 million in
1994 and in 1993. Earnings per share were $ .15 in 1995, compared to $.17 per
share in 1994 and $.14 per share in 1993. Net income in 1993 included $.1
million ($.04 per share) cumulative effect of change in accounting principle as
a result of adoption of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Management is unaware of any trends, events or
uncertainties that will have or that are reasonably likely to have a material
effect on the operations.

NET INTEREST INCOME. Net interest income, the difference between gross
interest and fees on earning assets (primarily loans and investments)
and interest paid on deposits and borrowed funds necessary to support such
assets, is a major component of a financial institution's earnings.

Net interest income aggregated $3,446,000 and $3,359,000 in 1995 and 1994,
respectively, an increase of $87,000. Net interest income increased $29,000
between 1994 and 1993.

From 1994 to 1995, the volume of average earning assets increased $4.4 million,
while average interest bearing liabilities increased $2.2 million. The yield on
average earning assets decreased 71 basis points from 1994 to 1995, while the
rate paid on average interest beating liabilities decreased 119 basis points
during the same time period resulting in an increase in the spread between the
yield on earning assets and rate paid on interest beating liabilities of 48
basis points. As a result of the increase in the rate earned on interest
earning assets and an even great increase in the rate paid on interest bearing
liabilities, net interest margin decreased 16 basis points from 4.75% from 1994
to 4.59% in 1995.

From 1993 to 1994, the volume of average earning assets increased $.1 million,
while average interest bearing liabilities decreased $2.1 million. The yield
on average earning assets decreased 11 basis points from 1993 to 1994, while
the rate paid on average interest beating liabilities decreased 4 basis points
during the same time period resulting in an increase in the spread between the
yield on earning assets and rate paid on interest beating liabilities of 15
basis points. As a result of the increase in the rate earned on interest
earning assets and an even great increase in the rate paid on interest bearing
liabilities, net interest margin decreased 5 basis points from 4.80% from 1993
to 4.75% in 1994.

-4-
<PAGE> 5

- --------------------------------------------------------------------------------
The following table illustrates volume and yield/rate variances on an actual
basis (versus a taxable equivalent basis) for the years indicated. The change
in interest due to both rate and volume has been allocated to volume and rate
changes in proportion to the relationship of the absolute dollar amount of the
change in each.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, Year Ended December 31,
1995 COMPARED TO 1994 1994 Compared to 1993
------------------------------------------------------
INCREASE/DECREASE Increase/Decrease
DUE TO CHANGE IN: Due to Change in:
------------------------------------------------------
YIELD/ Yield/
VOLUME RATE NET Volume Rate Net
------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Earning assets:

Investment securities ............ (87) 96 9 (1810) (26) (207)
Federal funds sold ............... 72 44 116 (11) 15 4
Loans net of unearned discounts .. 398 332 730 157 (29) 128
Total interest income ............ 383 472 855 (35) (40) (75)
------------------------------------------------------
Interest bearing liabilities:
Interest bearing deposits ........ 75 698 773 (52) 39 (13)
Short-term borrowings ............ 1 -- 1 3 -- 3
Long-term debt ................... (3) (3) (6) (33) (3) (36)
------------------------------------------------------
Total interest expense ........... 73 695 768 (82) 36 (46)
------------------------------------------------------

Net interest income .................... $ 310 (223) 87 47 (76) (29)
======================================================
</TABLE>

-5-
<PAGE> 6
RISK ELEMENTS OF EARNING ASSETS. Risk elements of the Company's earning assets
are evidenced, in part, by non- performing loans consisting of loans
contractually past due 90 days or more, loans placed on non-accrual status and
other real estate which has been acquired in full or partial settlement of
defaulted loans. Non-performing assets are carried by the Company at estimated
net realizable value and known losses of principal have been charged off.

At December 31, 1995, non-performing loans totaled $184,000. Non-performing
loans as a percent of all loans outstanding were .42% at December 31, 1995.
The majority of non-performing loans is secured. The following table sets
forth such loans and other real estate at the dates indicated:

<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------
1994 1994 1993
--------------------------------------
(Dollars in thousands)
<S> <C> <C> <C>
Non-accrual loans. . . . . . . . . . . . . $ 184 178 481

Other real estate. . . . . . . . . . . . . 63 180 552
--------------------------------------
Total non-performing assets . . . $ 247 358 1,033
======================================
Non-performing loans to total loans . . . .42% .43% 1.32%
</TABLE>

Non-accrual status loans are identified through the special monitoring system
and periodic review of past due loans by officers and management. When doubt
exists as to the ultimate collectibility of interest or principal, such loans
are placed on non-accrual status. When a loan is placed on non-accrual status,
interest previously accrued but uncollected on such loans is reversed and
charged against current income. Subsequent payments collected on such loans
are credited to loan principal if, in the opinion of management, full
collectibility of principal is doubtful; otherwise, the payment is credited to
income and principal according to the loan terms.

Loans on which interest had ceased to be accrued approximated $184,000,
$178,000 and $481,000 at December 31, 1995, 1994 and 1993, respectively.
Approximately $6,000 was recognized on these loans in 1995 and in 1994,
and $17,000 was recognized in 1993. Had the accrual status of these loans
been normal, approximately $21,000, $47,000 and $42,000 of additional
interest would have been earned in 1995, 1994 and 1993, respectively.
None of these loans are restructured troubled debt.

Internally classified assets of UB, which approximate the same as
classifications by regulatory authorities and includes other real estate,
decreased from $769,000 at December 31, 1994 to $310,000 at December 31, 1995,
a decrease of 60%.

At December 31, 1995, the Company had approximately $67,000 of loans for which
payments were contractually past due less than 90 days, and the borrowers were
experiencing financial difficulties. These loans are included in the special
monitoring loans which are subject to management's attention and review.

-6-
<PAGE> 7
ALLOWANCE AND PROVISION FOR LOAN LOSSES. The allowance for loan losses totaled
$538,000, $559,000 and $437,000 at December 3l, 1995, 1994 and 1993,
respectively. The provision charged to expense amounted to $279,000 in 1995
compared to $90,000 and $236,000 in 1994 and 1993, respectively. Net losses
(recoveries) on loans were approximately $300,000 in 1995, compared to
$(32,000) in 1994 and $268,000 in 1993. The amount of provision charged to
expense is based on the current level of net loan losses, perceived economic
conditions, changes in the size and character of the loan portfolio, and
management's assessment of the loan portfolio's inherent risk in relation to
the allowance for loan losses (see Note 5 to Consolidated Financial
Statements).

The allowance for loan losses as a percentage of total loans was 1.22%, 1.33%
and 1.18% at December 31, 1995, 1994 and 1993, respectively.

Non-interest Income.

<TABLE>
<CAPTION>
Years ended December 31,
------------------------------
1995 1994 1993
------------------------------
(In thousands)
<S> <C> <C> <C>
Service charges on deposits ............ $ 790 748 675

Other service charges and fees, net .... 226 178 162
Securities gains ....................... -- 104 --
------------------------------
Total ......................... $1,016 1,030 837
</TABLE>

NON-INTEREST EXPENSE. Non-interest expense amounted to $3.2 million in 1995 and
in 1994 and $3.1 million in 1993 representing no change in 1995 and a 3.2%
increase in 1994. Salaries and employee benefits continue to represent a large
portion of non-interest expense.

Net costs and write downs associated with other real estate owned approximated
$(15,000), $92,000 and $66,000 in 1995, 1994 and 1993, respectively, and
represent amounts provided for decreases in the market value of the properties,
net gains and losses on sales of the properties, and net expenses incurred for
the maintenance of the properties.
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------
1995 1994 1993
(In thousands)
---------------------------------
<S> <C> <C> <C>
Salaries and employee benefits ..... $ 1,911 1,739 1,567
Occupancy expense, net ............. 250 271 309
Other real estate owned, net ....... (15) 92 66
Other .............................. 1,009 1,104 1,126
---------------------------------
Total ..................... $ 3,155 3,206 3,068
=================================
</TABLE>
-7-

<PAGE> 8
LIQUIDITY

INDEBTEDNESS

PREFERRED STOCK

RATE SENSITIVITY

Both liquidity and net interest margin are significantly affected by the
sensitivity that assets and liabilities have to changes in market interest
rates, levels of earning assets and funding mixes, the direction of interest
rate movements, the velocity at which changes occur and the absolute level of
interest rates. Interest rate risk can arise when an investment's interest
rate level changes, or its cash flows occur, in time periods that are different
from those of supporting funding sources.

The following table depicts the Company's rate sensitivity position at December
31, 1995:
<TABLE>
<CAPTION>
Sensitivity Period
-----------------------------------------------------------
0-30 31-90 91-180 181-365 Over
Days Days Days Days 1 Year
-----------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Rate sensitive assets:
Federal funds sold ...................... $ 6,300 -- -- -- --
Investment securities (1) ............... 7,652 -- 435 4,855 15,956
Loans ................................... 15,890 2,692 1,156 2,250 21,970
-----------------------------------------------------------
Total rate sensitive assets ............. 29,842 2,692 1,591 7,105 37,926
Rate sensitive liabilities: -----------------------------------------------------------
Savings and interest bearing deposits ... 15,166 -- -- -- 15,167
Time deposits ........................... 14,830 4,659 4,949 4,618 1,586
-----------------------------------------------------------
Total rate sensitive liabilities ........ 29,996 4,659 4,949 4,618 16,753
-----------------------------------------------------------
Period Sensitivity Gap ........................... (154) (1,967) (3,358) 2,487 21,173
===========================================================
Cumulative Sensitivity Gap ....................... (154) (2,121) (5,479) (2,992) 18,181
===========================================================
</TABLE>
(1) The amortized cost is used for investment securities.

The Company includes only rate sensitive assets and liabilities in its
sensitivity analysis.
-8-
<PAGE> 9
CAPITAL RESOURCES

Capital provides a base for expansion of the asset portion of the balance
sheet, which in turn provides the opportunity for increased profitability.
Capital adequacy depends on such factors as quality and diversification of
assets, current and historical earnings and liquidity. Primary capital of the
Company consists of funds which are permanently committed to the Company,
including: Common stock, Preferred stock, Additional paid-in capital, Retained
earnings, and Allowance for loan losses. For regulatory purposes primary
capital is reduced by amounts representing intangible assets. Management is
unaware of any trends, events or uncertainties that will have or that are
reasonably likely to have a material effect on the Company's capital resources.
Following are the Company's and UB's primary and equity capital to assets
ratios for December 31, 1995 and 1994, respectively:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Company's primary capital to assets ratio 10.13% 9.37%
Company's equity capital to assets ratio 9.54 8.89

UB's primary capital to assets ratio 10.07% 9.32%
UB's equity capital to assets ratio 9.48 8.84
</TABLE>

The required core capital was 4.00% and total risk-based capital was 8.00%.
Because the Company has assets of less than $150 million, its capital
requirements are computed on a bank-only basis. UB's core and total risk-based
capital exceed regulatory guidelines at December 31, 1995 and 1994.

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Tier I capital (core) 14.29% 13.25%
Tier 2 capital (total risk-based) 15.28 14.11
</TABLE>

EFFECT OF INFLATION

The financial statements and related data presented in this report have been
prepared in accordance with generally accepted accounting principles which
require the measurement of financial position and operating results in terms of
historical dollars without considering changes in the relative purchasing power
of money over time. Changing prices, particularly during periods of high
inflation rates, can have a significant impact on industries and business
enterprises taken as a whole. However, the impact of inflation on financial
institutions differs significantly from that of industrial or commercial
companies. This is due to the fact that a major portion of a bank's balance
sheet is comprised of monetary assets and liabilities versus a basically
non-monetary balance sheet associated with industrial concerns. Even though
inflation does not generally have a material impact on banks it can indirectly
affect the interest rates and the underlying value of assets collateralizing
certain earning assets, as well as non-interest income and expense categories.
How well a bank is positioned to respond to changing interest rates and
collateral values can only be assessed by an analysis of its asset and liability
structure. Therefore, attention is directed to the rate sensitivity schedule,
the maturity distribution of loans and securities, the loan concentrations data
and the rate and volume variances analysis found elsewhere in this report.

-9-
<PAGE> 10
REGULATORY MATTERS

The Company is operating under a written agreement with the Federal Reserve
Bank until March, 1994, at which time the agreement was terminated and the
Company was released from the restrictions under the agreement.

ACCOUNTING STANDARDS NOT YET ADOPTED

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 121. "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." The Company will be
required to comply with this statement beginning January 1, 1996. The impact of
this statement is not expected to have a material effect on the Company's
consolidated financial statements.

-10-
<PAGE> 11
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------
1995 1994 1993
---------------------------------------
(In thousands except per share amounts)
<S> <C> <C> <C>
Interest income:
Interest and fees on loans ....................................... $ 4,101 3,371 3,243
Interest on federal funds sold ................................... 176 60 56

Interest on investment securities
Taxable .......................................................... 1,309 1,331 1,767
Nontaxable ....................................................... 429 398 169
---------------------------------------
Total interest income ............................................ 6,015 5,160 5,235
Interest expense: ......................................................... --
Interest on deposits (Note 7) .................................... 2,564 1,791 1,804
Interest on short-term borrowings ................................ 5 4 1
Interest on long-term debt ....................................... -- 6 42
---------------------------------------
Total interest expense ........................................... 2,569 1,801 1,847
---------------------------------------
Net interest income .............................................. 3,446 3,359 3,388
Provision for loan losses (Note 5) ........................................ 279 90 236
---------------------------------------
Net interest income after provision for loan losses .............. 3,167 3,269 3,152
---------------------------------------
Non-interest income:
Service charges on deposits ...................................... 790 748 675
Other service charges and fees, net .............................. 226 178 162
Securities gains ................................................. -- 104 --
---------------------------------------
Total non-interest income ........................................ 1,016 1,030 837
---------------------------------------
Non-interest expense:
Salaries and employee benefits ................................... 1,911 1,739 1,567
Occupancy expense, net ........................................... 250 271 309
Other real estate owned, net ..................................... (15) 92 66
Other (Note 9) ................................................... 1,009 1,104 1,126
---------------------------------------
Total non-interest expense ....................................... 3,155 3,206 3,068
---------------------------------------

Income before income taxes and cumulative effect of change in
accounting principle .................................... 1,028 1,093 921
Income tax expense (Note 10) .............................................. 253 264 266
---------------------------------------
Income before cumulative effect of change in accounting principle 775 829 655
Cumulative effect of change in accounting principle (Note 10) ............. -- -- 116
---------------------------------------
Net income (loss) ................................................ $ 775 829 771
=======================================
Earnings (loss) per share:

Income before cumulative effect of change in accounting principle 0.15 0.17 0.10
Cumulative effect of change in accounting principle .............. -- -- 0.04
---------------------------------------
Net income (loss) ................................................ 0.15 0.17 0.14
=======================================
Average outstanding common shares ......................................... 2,532 2,644 2,644
=======================================
</TABLE>

See accompanying notes to consolidated financial statements.

-11-
<PAGE> 12
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
1995 1994
-------------------------
(In thousands)
<S> <C> <C>
ASSETS
Cash and due from banks .................................................... $ 2,584 2,440
Federal funds sold ......................................................... 6,300 --
Investment securities (Note 3) ............................................. 28,800 30,588
Loans (Notes 4 & 12) ....................................................... 44,144 41,974
Unearned discounts ................................................ (2) (14)
Allowance for loan losses (Note 5) ................................ (538) (559)
-------------------------
Loans, net ...................................................... 43,604 41,401
Property and equipment, net (Note 6) ....................................... 3,880 4,051
Other real estate owned .................................................... 63 180
Accrued interest receivable ................................................ 589 612
Accounts receivable ........................................................ 93 90
Other assets ............................................................... 158 358
-------------------------
$ 86,071 79,720
=========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Interest bearing (Note 7) ......................................... 60,975 56,178
Non-interest bearing .............................................. 15,295 13,469
-------------------------
Total deposits .................................................... 76,270 69,647
-------------------------
Securities sold under repurchase agreement --ot ................... 8) 1,500
Deferred income taxes (Note 10) ................................... 1,209 1,199
Other liabilities ................................................. 769 425
-------------------------
Total liabilities ................................................. 78,248 72,771
-------------------------
Commitments and contingencies (Notes 13, 14 & 15 )
Stockholders' equity (Note 15):
Preferred stock 9% cumulative, nonvoting $30 par value, redeemable
the Company's option at par plus cumulative unpaid
dividends. Cumulative unpaid preferred dividends amount to
$4,018,410 or $27.68 per share at December 31, 1995
Authorized 150,000 shares; issued and outstanding 145,200
shares in 1995 and 1994. Liquidation preference of
$8,374,410 and $7,982,370, respectively......................... 4,356 4,356
Class B preferred stock, $1 par value. Authorized 500,000 shares;
none issued or outstanding ..................................... -- --
Common stock, $1 par value. Authorized 10,000,000 shares; issued
2,805,385 shares in 1995 and 1994 .............................. 2,805 2,805
Additional paid-in capital ........................................ 7,358 7,358
Accumulated deficit ............................................... (5,540) (6,315)
-------------------------
Net unrealized holding loss on investment securities .............. (59 (158)
available-for-sale, net of deferred taxes
-------------------------
8,920 8,046
=========================
Less cost of common stock held in treasury (273,148 shares in 1995
and 1994) ...................................................... (1,097) (1,097)
-------------------------
Net stockholders' equity .......................................... 7,823 6,949
-------------------------
$86,071 79,720
=========================
</TABLE>
See accompanying notes to consolidated financial statements.

-12-
<PAGE> 13
UNITED OKLAHOMA BANKSHARE'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY .

<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
--------------------------------
(In thousands )
<S> <C> <C> <C>
Preferred stock:

Balance at beginning and end of year ................. 4,356 4,356 4,356
--------------------------------
Common stock:

Balance at beginning and end of year ......... 2,805 2,805 2,805
--------------------------------
Additional paid-in capital:

Balance at beginning and end of year ......... 7,358 7,358 7,358
--------------------------------
Accumulated deficit:

Balance at beginning of year (6,315) (7,144) (7,915)
Net income (loss) ............................ 775 829 771
--------------------------------
Balance at end of year ....................... (5,540) (6,315) (7,144)
--------------------------------

Treasury stock:

Balance at beginning and end of year ......... (1,097) (1,086) (1,086)
Purchase stock ............................... -- (11) --
--------------------------------
Balance at end of year ....................... (1,097) (1,097) (1,086)
--------------------------------

Net stockholders' equity ..................... $ 7,823 6,949 6,289
================================

</TABLE>

See accompanying notes to consolidated financial statements.

-13-
<PAGE> 14
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
--------------------------------
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) .................................................. $ 775 829 771
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation ....................................................... 416 378 368
Provision for loan losses .......................................... 279 90 236
Provision for market decline-other real estate ..................... 9 85 63
Amortization of intangibles included in other assets ............... 147 147 147
Amortization of premium, accretion of discounts, net ............... 83 113 175
Gain on sale of investment securities .............................. -- (104) --
Loss on sale of property and equipment ............................. -- -- 49
Increase (decrease) in interest payable ............................ 310 29 (89)
Decrease (increase) in interest receivable ......................... 23 (75) (66)
Decrease in other real estate owned, accounts receivable and other
assets ........................................................... 158 387 155
(Decrease) increase in deferred income taxes ....................... (55) (15) 40
Increase (decrease) in other liabilities ........................... 34 (17) (56)
--------------------------------
Total adjustments ................................................ 1,404 1,018 1,022
--------------------------------
Net cash provided by operating activities ............................ 2,179 1,847 1,793
--------------------------------
Cash flows from investing activities:
Proceeds from sales of investment securities ....................... 1,775 3,239 --
Proceeds from principal payments on mortgage backed securities ..... 1,789 3,192 9,861
Purchase of investment securities .................................. (1,695) (7,496) (6,478)
Net increase in loans .............................................. (2,482) (4,982) (2,941)
Capital expenditures ............................................... (245) (319) (336)
Proceeds from sale of property and equipment ....................... -- -- --
--------------------------------
Net cash provided by investment activities ........................... (858) (6,366) (402)
--------------------------------
Cash flows form financing activities:
Net increase (decrease) in interest bearing and non-interest
bearing demand deposits, savings and certificates of deposit ..... 6,623 3,553 (4,208)
(Decrease) increase in securities sold under repurchase agreement .. (1,500) 1,500 --
Repayment of long-term debt ........................................ -- (450) (450)
Purchase of treasury stock ........................................... -- (11) --
--------------------------------
Net cash provided by (used in) financing activities .................. 5,123 4,592 (4,658)
--------------------------------
Net increase (decrease) in cash equivalents .......................... 6,444 73 (2,463)
Cash and cash equivalents at beginning of year ....................... 2,440 2,367 4,830
--------------------------------
Cash and cash equivalents at end of year ............................. 8,884 2,440 2,367
--------------------------------
Supplemental disclosure of noncash investing activities:
--------------------------------
Change in unrealized holding loss on investment securities
available-for-sale, net of deferred taxes of $65,000 in 1995 and
$104,000 in 1994 ................................................... $ 99 158 --
================================

</TABLE>

See accompanying notes to consolidated financial statements.

-14-
<PAGE> 15
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993

1. Summary of Significant Accounting Policies

United Oklahoma Bankshares, Inc. (the "Company") and its
subsidiaries provide a full range of banking services to individual and
corporate customers principally in eastern Oklahoma county. The Company
is subject to competition from other financial service companies and
financial institutions. The Company is subject to regulations of the
Federal Reserve Bank. United Bank ("UB") is subject to regulations of
the Federal Deposit Insurance Corporation and the Oklahoma State Banking
Department. The Company and UB undergo periodic examinations by those
regulatory authorities.

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

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 estimates and assumptions that affect the
reported amounts of assets and liabilities and the reported
amounts of revenue and expense during the reporting period.
Actual results could differ from those estimates. Those
estimates and assumptions relate principally to the
determination of the allowance for possible loan losses and the
valuation of assets acquired in foreclosure. The accounting
policies for these items and other significant accounting
policies are presented below:

The consolidated financial statements include the accounts of
the Company and its subsidiaries, all wholly owned, after
elimination of all significant intercompany accounts and
transactions.

CASH AND SHORT TERM INVESTMENTS

UB is required to maintain average reserve balances with the
Federal Reserve Bank. The average amount of those reserve
balances for the year ended December 31, 1995, was
approximately $516,000.

In making short-term investment decisions, the Company
considers its board-approved policies, liquidity needs,
potential rate of rerun, and credit risk. For purposes of
evaluating credit risk, the stability of the financial
institutions and other entities conducting business with the
Company is periodically reviewed.

The Company had concentrations of credit risk with one
financial institution in the form of a correspondent bank
account and federal funds sold in the amount of $1,912,000 and
$1,483.000 at December 31, 1995 and 1994, respectively. If
the financial institution failed to completely perform under
the terms of the financial instruments, the exposure for
credit loss would be the amount of the financial instruments
less the amount covered by the Federal Deposit Insurance
Corporation ("FDIC") of $100,000.

For the purposes of the Statements of Cash Flows, the Company
considers overnight Federal funds sold to be cash equivalents.

Cash paid for interest was approximately $2,259,000,
$1,772,000, and $1,937,000 in 1995, 1994, and 1993,
respectively.

-15-
<PAGE> 16
INVESTMENT SECURITIES

The Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 115. "Accounting for Certain
Investments in Debt and Equity Securities," at January 1, 1994
Under SFAS No. 115, the Company has classified its debt and
marketable equity securities in one of three categories:
trading, available-for-sale, or held-to-maturity. Trading
securities are bought and held principally for the purpose of
selling them in the near term. No investment securities within
the portfolio are considered trading. Held-to-maturity
securities are those securities for which the Company has the
ability and intent to hold until maturity. All other
securities not included in held-to-maturity are classified as
available-for-sale.

Available-for-sale securities are recorded at fair value.
Held-to-maturity securities are recorded at cost, adjusted for
the amortization or accretion of premiums or discounts.
Unrealized holding gains and losses, net of related tax
effect, on available-for-sale securities are not included in
earnings and are reported as a separate component of
stockholders' equity until realized.

A decline in the market value of any available-for-sale or
held-to-maturity security below cost that is deemed other than
temporary results in a charge to earnings and the establishment
of a new cost basis for the security.

Premiums and discounts are amortized or accreted over the life
of the related security as an adjustment to yield using a
method that approximates the interest method. Dividend and
interest income are recognized when earned. Realized gains an
losses for securities classified as available-for-sale and
held-to-maturity are included in earnings and are derived using
the specific identification method for determining the cost of
securities sold.

LOANS AND ASSETS ACQUIRED IN FORECLOSURE

Loans are generally carried at amounts advanced less payments
received. Interest income is recorded on discounted loans by
use of a method which produces a reasonable approximation of
constant yield on the outstanding principal. Interest income
is accrued as earned on non-discounted loans except for loans
designated as non-accrual.

Loans on which the accrual of interest has been discontinued
are designated as non-accrual loans. Accrual of interest on
loans is discontinued either when reasonable doubt exists as to
the full, timely collection of interest or principal, or when
loan becomes contractually past due by ninety days or more wit
respect to principal or interest. When a loan is placed on
non-accrual status, all interest previously accrued but not
collected is reversed against current period income. Income of
such loans is then recognized only to the extent that cash is
received and where the future collection of principal is
probable. Accruals are resumed on loans only when they are
brought fully current with respect to interest and principal
and when, in the judgment of management, the loan is estimated
to be fully collectible as to both principal and interest.

The allowance for possible loan losses is maintained at levels
which management considers necessary to reflect the credit
risks of the loan portfolio. For financial reporting purposes
the provision to be charged as an operating expense is based on
an assessment of specific problem loans, local economic
conditions, past due loan loss experience and such other
factors which in management's judgment deserve current
recognition necessary to maintain the allowance at an adequate
level.

Effective January 1, 1995, the Company adopted the provisions
of Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan," and
Statement of Financial Accounting Standards No. 118,
"Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures." The Company's nonperforming
loan policies which address non-accrual loans, meet the
definition set forth for "impaired loans" in SFAS No. 114.
The Company had no significant impaired loans outstanding in
1995 under the guidelines of SFAS No. 114.

-16-
<PAGE> 17
Under these standards, the 1995 allowance for loan losses
related to loans that have been identified as impaired as based
on discounted cash flows using the loan's effective interest
rate, or the fair value of the collateral for
collateral-dependent loans, or observable market price of the
impaired loan. Loans are considered impaired when it is
probable that the Company will not collect all amounts due in
accordance with the contractual terms of the loan. The Company
recognizes interest income on impaired loans using the same
method as that used for non-accrual loans.

Real estate and other assets acquired through foreclosure are
recorded at fair value as of that date. Fair value is based on
independent appraisals and other relevant factors. This value
becomes the asset's new "cost". After foreclosure, these
assets are carried at the lower of "cost" or fair value minus
estimated costs to sell. Any subsequent write-downs are
charged against non-interest expense. Operating expenses of
such properties, net of related income, and gains and losses on
their disposition are included in non-interest expense.

While management uses all available information to recognize
losses on loans and other real estate owned, future losses may
become necessary based on changes in economic conditions,
particularly in the local economies in which the Company
operates. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review
the Company's allowance for possible loan losses and carrying
values of assets acquired in foreclosure. Such agencies may
require the Company to recognize additional losses based on
their judgments about information available to them at the time
of their examination.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated
depreciation. Depreciation is charged to operating expense and is
computed by use of the straight-line method over the estimated useful
lives of the depreciable assets. The estimated useful lives are 2 to
40 years for buildings and improvements, and 3 to 20 years for
furniture, fixtures and equipment. Maintenance and repairs are
charged directly to expense as incurred while improvements are
capitalized. When assets are retired or otherwise disposed of, the
cost and applicable accumulated depreciation are removed from the
respective accounts and the resulting gain or loss is reflected in
operations.

INCOME TAXES

The Company files a consolidated income tax return with its
subsidiaries. The Company's subsidiaries are charged for
income taxes attributable to their taxable income and
reimbursed for any tax benefit resulting from their tax losses
and tax credits utilized by the Company to reduce consolidated
taxable income.

Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes," and reported the cumulative effect of that change in
the method of accounting for income taxes in the 1993
consolidated statement of operations.

SFAS No. 109 requires a change from the deferred method of
accounting for income taxes to the asset and liability method.
Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under SFAS No. 109, 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.

COMPUTATION OF EARNINGS PER SHARE

Earnings per share are based on the weighted average number of
shares of common stock outstanding during the year after
considering cumulative preferred stock dividends. Cumulative
preferred stock dividends accrue annually at approximately
$392,000.

-17-
<PAGE> 18
2. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107,
"Disclosures About Fair Value of Financial Statements" requires
the Company to disclose estimated fair values for its financial
instruments. Fair value estimates methods and assumptions are
set forth below for the Company's financial instruments.

<TABLE>
<CAPTION>
December 31, 1995
-----------------------------
(In thousands)
Carrying Estimated
value Fair Value
<S> <C> <C>
Financial Assets
Cash and due from banks ........... $ 2,584 2,584
Federal funds sold ................ 6,300 6,300
Investment securities ............. 28,800 28,830
Loans ............................. 43,604 43,520
Financial Liabilities
Non-interest-bearing deposits ..... 15,295 15,295
Interest-bearing deposits ......... 69,975 61,107
Off-Balance sheet Financial Instruments
Commitments to extend credit ...... -- --
Standby letters of credit ......... -- --
</TABLE>

CASH AND DUE FROM BANKS AND FEDERAL FUNDS SOLD

The carrying amounts of these financial instruments approximate fair value due
to the short maturity of these financial instruments.

INVESTMENT SECURITIES

The fair value of investment securities, except obligations of states and
municipalities, is estimated based on bid prices published in financial
newspapers or bid quotations received from securities dealers. The fair value
of certain obligations of state and municipalities are not readily available
through market sources other than dealer quotations, so fair value estimates
are based on quoted market prices of similar instruments, adjusted for
differences between the quoted instruments and the instruments being valued.

LOANS

Under SFAS No. 107, the fair value of deposits with no stated maturity, such as
demand deposits, savings, and money market accounts is equal to the amount
payable on demand as of December 31, 1995. The fair value of certificates of
deposit is based on the discounted value of contractual cash flows. The
discount rate is estimated using the rates currently offered of similar
remaining maturities.

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

COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT

The fair value of commitments to extend credit and standby letters of credit is
considered to be equal to carrying value.

LIMITATIONS

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates do not reflect any premium or discount that could result form
offering for sale at one time the Company's entire holdings of particular
financial instruments. Because no market exists for the Company's financial
instruments, fair value estimates are based on judgments regarding future
expected loss experience, current economic conditions, risk characteristics of
various financial instruments, and other factors. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment and therefore cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.

3. INVESTMENT SECURITIES

Investment securities at December 31, 1995 and 1994, consist of (in thousands):

<TABLE>
<CAPTION>
1995 1995
----------------------
<S> <C> <C>
Available-for-sale, at fair value. . . . . . . $28,009 7,137
Held-to-maturity, at amortized cost. . . . . . 791 23,451
----------------------
$28,800 30,588
======================
</TABLE>

-19-
<PAGE> 20

The amortized cost, gross unrealized holding gains, gross unrealized holding
losses, and fair value for available-for-sale and held-to-maturity securities
by major security type at December 31, 1995, were as follows (in thousands):

11,915 66 (78) 11,903
----------------------------------------------------
Mortgage-backed securities . . . 16,192 106 (192) 16,106
----------------------------------------------------
$28,107 172 (270) 28,009
====================================================
Held-to-maturity:
States and municipals. . . . . . $ 791 30 -- 821
====================================================
</TABLE>

The amortized cost, gross unrealized holding gains, gross unrealized holding
losses, and fair value for available-for-sale and held-to-maturity securities
by major security type at December 31, 1994 were as follows (in thousands):

<TABLE>
<CAPTION>
----------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------------------------------------------------
<S> <C> <C> <C> <C>
Available-for-sale:
U.S. Treasury securities ........ $ 829 -- (11) 818
Mortgage-backed securities ...... 6,570 -- (251) 6,319
----------------------------------------------------
$ 7,399 -- (262) 7,137
====================================================
Held-to-maturity:
U.S. Treasury securities ........ $ 1,264 -- (78) 1,186
Securities of other U.S. ........ 747 -- (62) 685
government agencies
States and municipals ........... 9,972 3 (545) 9,430
----------------------------------------------------
11,983 3 (685) 11,301
Mortgage-backed securities ...... 11,468 6 (490) 10,984
----------------------------------------------------
$23,451 9 (1,175) 22,285
====================================================
</TABLE>

-20-
<PAGE> 21
The amortized cost and fair value of investment securities at December 31,
1995, by contractual maturity, in thousands, are shown below. Expected
maturities will differ from contractual maturities because issuers of
investment securities may have the right to call or prepay obligations.

<TABLE>
<CAPTION>
Amortized
Cost Fair Value
----------------------
<S> <C> <C>
Available-for-sale:
Due in one year or less ....................... $ 1,495 1,503
Due after one year through five year .......... 7,588 7,594
Due after five years through ten yea .......... 2,612 2,585
Due after ten years ........................... 220 221
------------------------
11,915 11,903
Mortgage-backed securities .................... 16,192 16,106
------------------------

$28,107 28,009
------------------------
Held-to-maturity:

Due after one year through five year$ ......... 78 82
Due after five years through ten yea .......... 713 739
------------------------
791 821
------------------------
$28,898 28,830
========================

</TABLE>

There were no sales of investment securities in 1995 or 1993. Proceeds from
sales of available-for-sale securities during 1994 were approximately
$3,239,000 and the gross realized gains were approximately $104,000. None of
the investment securities were sold for losses.

Investment securities having a carrying value of approximately $12,104,000 and
$14,656,000 at December 31, 1995 and 1994, respectively, were pledged to secure
public funds on deposit and for other purposes required by law.

4. LOANS

A summary of the Company's loans is as follows:

1995 1994
------------------------
(In thousands)
<S> <C> <C>
Commercial, financial and agricultural $ 11,450 11,917
Real estate - construction 2,785 1,556
Real estate - mortgage 19,662 19,708
Credit card receivables 522 625
Installment 9,725 8,168
------------------------
Total loans $ 44,144 41,974

</TABLE>

At December 31, 1995 and 1994, loans on which interest had ceased to be accrued
approximated $184,000 and $178,000, respectively. Had the accrual status of
these been normal, approximately $21,000 and $47,000 of additional interest
would have been earned in 1995 and 1994, respectively. At December 31, 1995
and 1994, there were no commitments to lend additional funds to borrowers with
loans on which the accrual of interest has been discontinued.

At December 31, 1995 and 1994, loans to executive officers, directors, their
immediate families and companies in which they own a significant interest
aggregated approximately $80,000 and $151,000, respectively. During 1995
approximately $31,000 of loan advances were made, and repayments totaled
$102,000. In management's opinion, such transactions were made on the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons and did not involve more than
normal risk.

-21-
<PAGE> 22
The Company grants commercial, real estate, and consumer loans to customers
principally in the state of Oklahoma. Although the Company has a diversified
loan portfolio, the majority of its customers consist of individual and
corporate borrowers in eastern Oklahoma county.

Contractual maturity and rate sensitivity distribution of loans at December 31,
1995 is as follows:

<TABLE>
<CAPTION>
One Year One to Over Five
or Less Five Years Years Total
------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C>
Commercial, financial and agricultural ..... $ 8,533 2,570 347 11,450
Real estate-construction ................... 2,139 141 505 2,785
Real estate-mortgage ....................... 2,795 13,519 3,348 19,662
Credit card receivables .................... 522 -- -- 522
Installment ................................ 1,263 8,036 426 9,725
------------------------------------------------------

Total ..................... $15,252 24,266 4,626 44,144
======================================================

Interest sensitivity of loans by contractual
maturity:
Predetermined rate ........ 7,134 19,611 1,565 28,310
Variable rate ............. 8,118 4,655 3,061 15,834
------------------------------------------------------

Total ..................... $15,252 24,266 4,626 44,144
======================================================

</TABLE>

5. ALLOWANCE FOR LOAN LOSSES

A summary of transactions in the allowance for loan losses is as follows:

Years ended December 31,
1995 1994 1993
-------------------------------------------
(In thousands)
<S> <C> <C> <C>
Balance $t beginning of period $ 559 437 469
Provisions charged to expense 279 90 236
Recoveries 50 123 19
Loans charged off (350) (91) (287)
-------------------------------------------
Balance at end of year $ 538 559 437
===========================================

</TABLE>

6. PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

<TABLE>

1995 1994
-----------------------------
(In thousands)
<S> <C> <C>
Land .................................................... $ 751 751
Bank buildings and equipment ............................ 5,681 5,601
Furniture and equipment ................................ 861 713
-----------------------------
7,293 7,065
Less accumulated depreciation ........................... 3,413 3,014
-----------------------------
$ 3,880 4,051
=============================
</TABLE>

-22-
<PAGE> 23
7. DEPOSITS

Included in interest bearing deposits are certificates of deposit in amounts of
$100,000 or more. These certificates and their remaining maturities at
December 31, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
1995 1994
------------------
<S> <C> <C>
(In thousands)
3 months or less................ $5,418 8,555
Over 3 months through 6 months.. 1,294 1,446
Over 6 months through 12 months. 750 1,314
Over 12 months.................. 100 198
------------------
$7,562 11,513
==================
</TABLE>

The interest expense on these deposits approximated $530,000 and $375,000 for
the years ended December 31, 1995 and 1994, respectively.

8. SECURITIES SOLD UNDER REPURCHASE AGREEMENT

In 1994, the Company sold a mortgage-backed security under a repurchase
agreement. The agreement was for less than 1 month. In 1995, the security was
repurchased for the same amount as it was sold for plus interest of 6.1%.

9. OTHER NON-INTEREST EXPENSE

<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------
1995 1994 1993
-----------------------------
(In thousands)
<S> <C> <C> <C>
Outside service expense............. $ 157 181 161
Advertising and business development 153 156 94
Postage............................. 73 65 57
Stationery, printing and supplies... 96 83 71
Collection expense.................. 30 56 107
Data processing expense............. 113 112 124
Other............................... 387 451 512
-----------------------------
$1,009 1,140 1,126
=============================
</TABLE>

-23-
<PAGE> 24

10. INCOME TAXES

As discussed in note 1, the Company adopted SFAS 109 as of January 1, 1993.
The cumulative effect of this change in accounting for income taxes of $116,000
was determined as of January 1, 1993 and is reported separately in the
consolidated statement of operations for the year ended December 31, 1993.

The components of income taxes are as follows:

<TABLE>
<CAPTION>
Years ended December 31,
----------------------------------
1995 1994 1993
----------------------------------
(In thousands)
<S> <C> <C> <C>
Current:
Federal...................... $225 228 208
State........................ 54 - -
----------------------------------
279 228 208
----------------------------------
Deferred:
Federal...................... (22) (14) 16
State........................ (4) 50 42
----------------------------------
(26) 36 58
----------------------------------
Income tax expense (benefit). $253 264 266
==================================
</TABLE>

The Company's tax provision on income before provision for income taxes differs
from a normal 34% tax rate as shown be low:

<TABLE>
<CAPTION>
Years ended December 31,
1994 1994 1993
----------------------------------
(In thousands)
<S> <C> <C> <C>
Income before income taxes multiplied by 34%
in 1995, 1994 and 1993...................... $ 350 372 313
Tax exempt interest......................... (132) (158) (83)
State income taxes.......................... 33 33 28
Other, net.................................. 2 17 8
----------------------------------
$ 253 264 266
==================================
</TABLE>

Cash paid for income taxes was approximately $212,000, $291,000 and $95,000 in
1995, 1994 and 193, respectively.

-24-

<PAGE> 25

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 1995
and 1994, are presented below:

<TABLE>
<CAPTION>
1995 1994
-----------------
<S> <C> <C>
Deferred tax assets:
Other real estate, principally due to charge offs............ $ 6 30
Alternative minimum tax credit carryforward.................. 100 97
Other........................................................ 22
-----------------
Total gross deferred tax assets before net unrealized holding
loss on investment securities available-for-sale............ 128 127

Deferred tax asset on net unrealized holding loss on
investment securities available-for-sale..................... 39 104
-----------------
Total gross deferred tax assets............................ 167 231
-----------------
Deferred tax liabilities
Property and equipment, principally due to difference
in depreciation.............................................. 540 549
Loans, principally due to allowance for loan losses.......... 836 828
Purchased core deposit intangible, principally due to
difference in amortization................................... - 53
-----------------
Total gross deferred tax liabilities......................... 1,376 1,430
-----------------
Net deferred tax liability................................... $1,209 1,199
=================
</TABLE>

A valuation allowance for deferred tax assets was not required as of December
31, 1995, 1994, or 1993 due to management's expectation of the future reversal
of deferred tax liabilities.

At December 31, 1995, the Company has an alternative minimum tax credit
carryforward of approximately $100,000 which is available to reduce future
federal regular income taxes, if any, over an indefinite period.

11. EMPLOYEE BENEFIT PLANS

The company sponsors a defined contribution 401(k) plan covering substantially
all employees under which employees' contributions may be partially matched by
the Company. The Company's contributions in 1995, 1994, and 1993 were $53,000,
$50,000, and $41,000, respectively.

12. RELATIONSHIPS WITH CERTAIN STOCKHOLDERS AND AFFILIATES

The Company and its subsidiaries, through common owners and/or directors, are
considered to be related parties for financial reporting purposes with one
other bank holding company and its bank.

UB sold loan participations to this bank totaling $97,000 and $169,000 at
December 31, 1995 and 1994, respectively.

-25-

<PAGE> 26

13. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET CREDIT RISK

The Company is a party to financial instruments with off-balance sheet credit
risk in the normal course of business to meet the financing needs of its
customers. These financial instruments include commitments to extend credit
and standby letters of credit. These instruments involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the consolidated
balance sheets. The contract amounts of those instruments reflect the extent
of involvement the Company has in particular classes of financial instruments.

The Company's exposure to credit loss in the event of nonperformance by one of
the other parties to the financial instruments for commitments to extend credit
and standby letters of credit is represented by the contractual amounts of
those instruments. The Company uses the same credit policies in making
commitments and conditional obligations as it does for on-balance sheet
instruments. Financial instruments whose contract amounts represent credit risk
at December 31 are as follows:

<TABLE>
<CAPTION>
1995 1994
---------------------
<S> <C> <C>
Commitments to extend credit $6,496,000 5,341,000
Standby letters of credit... 588,000 948,000
</TABLE>

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

Standby letters of credit are conditional commitments issued by the Company to
guarantee the performance of a customer to a third party. Those guarantees are
primarily issued to support private borrowing arrangements. All of the standby
letters of credit at December 31, 1995, are short-term guarantees; they expire
prior to December 31, 1996. The credit risk involved in issuing letters of
credit is essentially the same as that involved in extending loan facilities to
customers. When deemed necessary, the Company may hold a variety of collateral
to support these commitments similar to the types of collateral held for
commitments to extend credit.

14. COMMITMENTS AND CONTINGENCIES

-26-

<PAGE> 27

15. REGULATORY CAPITAL REQUIREMENTS

United Bank is subject to certain regulatory capital regulations which require
the maintenance of certain levels of capital as a percentage of risks-adjusted
assets. These regulations define capital as either core capital (Tier 1) or
supplementary capital (Tier 2). Core capital consists primarily of common
shareholders' equity, while supplementary capital is comprised of preferred
stock, certain debt instruments, and a portion or, the allowance for loan
losses. At December 31, 1995, the required core capital is 4.00% and total
risk-based capital is 8.00%. UB's core and total risk-based capital exceed
regulatory guidelines at December 31, 1995 and 1994, respectively, and are as
follows:

<TABLE>
<CAPTION>
1995 1992
--------------
<S> <C> <C>
Tier 1 capital (core) 13.27% 13.05%
Tier 2 capital (total risk-based) 15.28 14.11
</TABLE>

The payment of dividends by the subsidiaries is restricted by regulatory
capital requirements. At December 31, 1995, approximately $1,328,000 is
available from United Bank's retained earnings for distribution as a dividend
to the Company in 1996 without regulatory approval.

-27-

<PAGE> 28

16. PARENT COMPANY FINANCIAL STATEMENTS

Following are the condensed financial statements for United Oklahoma
Bankshares, Inc. (Parent Company Only):

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Years ended December 31,
----------------------------
1995 1994 1993
----------------------------
(In thousands)
<S> <C> <C> <C>
Income:
Dividend from UB.................................. - 275 450
Interest.......................................... 40 8 8
----------------------------
Total......................................... 40 283 458
----------------------------
Expenses:
Interest.......................................... - 6 42
Other............................................. 20 20 72
----------------------------
Total......................................... 20 26 114
----------------------------
Income before income taxes, undistributed income
of subsidiaries and cumulative effect of change in
accounting principle.............................. 20 257 344
Income tax (expense) benefit....................... (8) 7 40
----------------------------
Income before undistributed income of subsidiaries
and cumulative effect of change in accounting
principle......................................... 12 264 384
Equity in undistributed income of subsidiaries..... 763 565 271
----------------------------
Income before cumulative effect of change in
accounting principle.............................. 755 829 655
Cumulative effect of change in accounting principle - - 116
----------------------------
Net income (loss)............................. $775 829 771
============================
</TABLE>

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
-------------------
1995 1994
-------------------
<S> <C> <C>
ASSETS (In thousands)
Cash and cash equivalents................................................. $ 163 68
Investment in UB at equity................................................ 7,770 6,908
Other assets.............................................................. 61 60
-------------------
$ 7,994 7,036
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses and other liabilities, principally deferred income taxes. $ 171 87
-------------------
Total liabilities.................................................... 171 87
-------------------
Preferred stock........................................................... 4,356 4,356
Common stock.............................................................. 2,805 2,805
Additional paid-in capital................................................ 7,358 7,358
-------------------
Accumulated deficit....................................................... (5,540) (6,315)
Net unrealized holding loss on investment securities available-for-sale
held by UB, net of deferred taxes........................................ (59) (158)
-------------------
8,920 8,046
Less cost of common stock held in treasury................................ (1,097) (1,097)
-------------------
Net stockholders' equity 7,823 6,949
------------------
$ 7,994 7,036
===================
</TABLE>

-28-

<PAGE> 29

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---------------------------
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income............................................. 775 829 771
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Equity in undistributed income of subsidiaries....... (763) (565) (271)
Loss on sale of land................................. - - (49
Cumulative effect of change in accounting principle - - (116)
Increase (decrease) in other liabilities............. 84 (94) 151
---------------------------
Total adjustments.................................. (680) (659) (187)
---------------------------
Net cash provided by operating activities............... - - 93
---------------------------
Cash flows from investing activities:
Proceeds from sale of land............................. - - 93
Cash flows from financing activities:
Purchase of treasury stock............................. - (11) -
Repayment of long-term debt............................ - (450) (450)
---------------------------
Net cash provided by financing activities............... - (461) (450)
---------------------------
Net increase (decrease) in cash and cash equivalents.... 95 (291) 227
---------------------------
Cash and cash equivalents at beginning of year.......... 68 359 132
---------------------------
Cash and cash equivalent at end of year................. 163 68 359
===========================
</TABLE>

-29-

<PAGE> 30

INDEPENDENT AUDITORS' REPORT
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Board of Directors and Stockholders
United Oklahoma Bankshares, Inc.:

We have audited the accompanying consolidated balance sheets of United Oklahoma
Bankshares, Inc. (the Company) and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1995. 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 audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the mounts and disclosures: in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of United Oklahoma
Bankshares, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1995, in conformity with generally
accepted accounting principles.

As discussed in note 1 to the consolidated financial statements, the Company
adopted the provisions of Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan," as amended by No. 118,
"Accounting by Creditors for Impairment of a Loan-Income Recognition and
Disclosures," in 1995, No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," in 1994 and No. 109, "Accounting for Income Taxes," in
1993.

KPMG PEAT MARWICK

Oklahoma City, Oklahoma
February 16, 1996

-30-

<PAGE> 31

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

CONDENSED AVERAGE BALANCE SHEETS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------------------------------------
1995 1994
-----------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
AVERAGE ASSETS:
Cash and due from banks............................ $2,630 321 % 2,605 3.33 %
Federal funds sold................................. 3,022 3.68 1,599 2.04
Investment securities.............................. 30,437 37.11 31,869 40.76
Loans.............................................. 41,444 50.53 37,263 47.66
Less: Allowance for loan losses................... (568) (0.69) (534) (0.68)
Property and equipment, net........................ 3,966 4.84 4,047 5.18
Accrued interest and other assets.................. 1,093 1.32 1,334 1.71
------------- ------ ------ ------
$82,024 100.00 % 78,183 100.00 %
============ ====== ====== ======
AVERAGE LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
Demand:
Individuals, partnerships and corporations........ 14,287 17.42 % 13,422 17.17 %
Money market checking.............................. 9,129 11.13 9,772 12.50
Savings and money market savings................... 17,424 21.24 18,962 24.25
Time............................................... 31,864 38.85 27,425 35.08
------------- ------ ------ ------
Total deposits................................... 71,704 88.64 69,581 89.00
Short-term borrowings............................... 89 0.11 79 0.10
Long-term debt...................................... - 0.00 97 97 0.12
Accrued interest and other liabilities.............. 1,846 2.25 1,771 2.27
------------- ------ ------ ------
Total liabilities................................ 74,639 91.00 71,528 91.49
------------ ------ ------ ------
Stockholders' equity:
Preferred stock.................................... 4,356 5.31 4.356 5.57
Common stock....................................... 2,805 3.42 2,805 3.59
Additional paid-in capital......................... 7,358 8.97 7,358 9.41
Accumulated deficit................................ (5,926) (7.22) (6,779 (8.67)
Net unrealized holding gain (loss) on
investment securities available-for-sale,
net of deferred taxes.............................. (111) (0.14) 3 0.00
------------- ------ ------ ------
8,482 10.34 7.743 9.90
Less cost of common stock held in treasury......... (1,097) (1.34) (1.088 (1.39)
------------ ------
Net stockholders' equity.......................... 7,385 9.00 6.655 8.51
------------- ------ ------ ------
82,024 100.00 % 78,183 100.00 %
============ ====== ====== ======
</TABLE>

-31-

<PAGE> 32

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ANALYSIS OF NET INTEREST INCOME

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------
1995 1994
------------------------------------------------------------
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Earning Assets:
Investment securities (1).........................
Taxable.......................................... $20,587 1,309 6.36 % 22,387 1.331 5.95 %
Non-taxable...................................... 10,036 429 4.27 9.477 398 4.20
--------- ------- ---- ---------- ------- ----
30,623 1,738 5.68 31,864 1,729 5.43
Federal funds sold................................ 3,022 1.76 5.82 1,599 60 3.75
Loans, net of unearned discount (1)............... 41,444 4,101 9.90 37,263 3,371 9.05
--------- ------- ---- ---------- ------- ----
Total earning assets/total interest income.......... $75,089 6,015 8.01 % 70,726 5,160 7.30 %
========= ======= ==== ========== ======= ====
Interest Bearing Liabilities:
Interest bearing deposits......................... 58,417 2,564 4.39 56,159 1,791 3.19
Short-term borrowings............................. 89 5 5.62 79 4 5.06
Long-term debt.................................... 0 0 0.00 97 6 6.19
--------- ------- ---- ---------- ------- ----
Total interest bearing liabilities/total
interest expense................................. 58,506 2,569 4.39 % 56,335 1,801 3.20
========= ======= ==== ========== ======= ====
Differentials/net interest income................... 16,583 3,446 3.62 % 14,391 3,359 4.10 %
========= ======= ==== ========== ======= ====
Net interest income as reported/interest
earning assets................................... 4.59 % 4.75 %
==== ====
</TABLE>

(1) The amortized cost is used in the average balance calculation.

(2) Loans, classified as non-accruing are included in the average balance
calculation.

-32-

<PAGE> 33

SELECTED STATISTICAL, INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

LOAN CONCENTRATIONS

<TABLE>
<CAPTION>
December 31, 1995
----------------------
Percent
Amount of Total
----------------------
(In thousands)

<S> <C> <C> <C>
Commercial, financial and agricultural. $11,450 25.94 %
Real estate-construction............... 2,785 6.31
Real estate-mortgage................... 19,662 44.54
Credit card receivables................ 522 1.18
Installment............................ 9,725 22.03
----------------------
Total loans............................ $44,144 100.00 %
======================
</TABLE>
- ---------------

Participations purchased amounting to $163,000 at December 31, 1995 are
included in commercial. In addition, it should be noted that certain
commercial loans may be secured by real estate.

-33-

<PAGE> 34

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
Years ended December 31,
------------------------
1995 1994
------------------------
(In thousands)
<S> <C> <C>
Balance at beginning of period.................... $ 559 437
Charge-offs:
Commercial, financial and agricultural.......... (176) (82)
Credit card receivables, installment............ (174) (9)
------------------------
Total charge-offs............................. (350) (91)
------------------------
Recoveries:
Commercial, financial and agricultural.......... 42 109
Installment..................................... 8 14
------------------------
Total recoveries.............................. 50 123
------------------------
Net charge-offs................................... (300) 32
Additions charged to operating expense............ 279 90
------------------------
Balance at end of period.......................... $ 538 559
=======================
Total average loans, net of unearned discount..... $ 41,444 37,263
=======================
Ratio of net charge-offs to total average loans,
net of unearned discount........................ 0.72% (0.09)%
=======================
Total loans, net of unearned discount............. $ 44,142 41,960
=======================
Ratio of allowance for loan losses to total loans,
net of unearned discount........................ 1.22% 1.33%
=======================
</TABLE>

-34-

<PAGE> 35

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------------------------------------------------------
1995 1994
-----------------------------------------------------------------------------
% OF LOANS % of Loans
IN EACH in each
AMOUNT CATEGORY Amount Category
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Commercial, financial and agricultural.. $187 37.44 % 146 38.88 %
Real estate-construction................ - 6.31 1 3.71
Real estate-mortgage.................... 5 44.54 13 46.95
Credit card receivables and installment. - 23.21 - 20.94
--------------------------- ----------------------------
Total................................. 192 100.00 % 136 100.00 %
================== ==================
Unallocated............................. 346 423
----- ------
Total allowance....................... $538 559
===== ======
</TABLE>

The basis allocation of the allowance for loan losses is a review of individual
loans, based on the bank's credit review and grading system, for possible
exposure to loss, except for credit card and installment loans whose allocation
is based primarily on historical net charge-off experience. The unallocated
portion of the allowance provides for unforeseen credit risk exposure. The
specific allocation of the allowance, therefore, represents only a numerical
evaluation of identified risks in the portfolio at a point in time and does not
necessarily represent anticipated charge-offs.

-35-

<PAGE> 36

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

MATURITY DISTRIBUTION OF INVESTMENT SECURITIES

<TABLE>
<CAPTION>
Within One Year After One Year But After Five Years Average
Amount Yield Within But Within After Maturity
Five Years Ten Years Ten Years Total (In Years)*
Amount Yield Amount Yield Amount Yield Amount Yield
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1995(1)
U.S. Treasury securities $1,003 6.70% 1,091 5.50% - - - - 2,094 6.08%
Securities of other U.S.
government agencies - - 747 5.75% - - - - 747 5.75%
Mortgage-backed securities - - - - - - - - 16,192 6.50%
State & municipals 492 3.46% 5,828 4.23% 3,324 4.58% 221 4.13% 9,865 4.31%
---------------------------------------------------------------------------------------------
Total amount/yield $1,495 5.63% 7,666 4.56% 3,324 4.58% 221 4.13% 28,898 5.70% 14.70
============================================================================================
December 31, 1994
U.S. Treasury securities $ - - $2,093 6.09% - - - - 2,093 6.09
Securities of other U.S.
government agencies - - 747 5.75% - - - - 747 5.75
Mortgage-backed securities - - - - 18,038 6.40
State & municipals 527 2.91 4,774 4.07% 4,335 4.50% 336 4.37% 9,972 4.21
---------------------------------------------------------------------------------------------
Total amount/yield 527 2.91 7,614 4.81% 4,335 4.50% 336 4.37% 30,850 5.65 15.58
---------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------

*Includes contractual maturities of mortgage-backed securities which may vary
significantly from actual cash flows due to prepayments.

(1) The amortized cost of investment securities are represented in this table.

DISTRIBUTION OF AVERAGE DEPOSITS

<TABLE>
<CAPTION>
---------------------------------------------
Years ended December 31,
-------------------- --------------------
1995 1994
-------------------- --------------------
Average Average
-------------------- --------------------
Amount Rate Amount Rate
-------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Demand:
Individuals, partnerships and corporations. $14,287 - % $13,422 - %
NOW and money market checking................ 9,129 2.57 9,772 2.49
Savings and money market savings............. 17,424 3.03 18,962 2.83
Time of less than $100',000.................. 22,213 5.72 16,853 3.75
Tune of $100,000 or more..................... 9,651 5.49 10,572 3.55
------------------- ------------------
Total $72,704 3.53 % $69,581 2.57 %
=================== ==================
</TABLE>

-36-

<PAGE> 37

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

SHORT-TERM BORROWINGS

The following table summarizes information with respect to certain short-term
borrowings for the years indicated.

<TABLE>
<CAPTION>
Amount Outstanding Average Amount
End of Year Maximum Outstanding
-------------------------------- Amount --------------------------
Average Outstanding Average
Interest at any Interest
Amount Rate Month End Amount Rate
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1995
Federal funds purchased and securities sold - - % $ - $ 89 5.58%
==================================================================================
1994
Federal funds purchased and securities sold $1,500 6.13% 1,500 779 4.26%
==================================================================================
1993
Federal funds purchased and securities sold - - - 18 2.93%
==================================================================================
</TABLE>
- ---------------
RETURN ON EQUITY AND ASSETS

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------
1995 1994 1993
---------------------------
<S> <C> <C> <C>
Ratio of net income (loss) to:
Average ending assets................... 1.03% 1.18 1.09%
Average total assets.................... 0.94 1.06 0.98
Average stockholders' equity............ 10.49 12.46 13.09
Ratio of average stockholders' equity to:
Average total assets.................... 9.00 8.51 7.47
Average total loans..................... 17.82 17.86 16.58
Dividend payment ratio................... N/A N/A N/A
</TABLE>

-37-

<PAGE> 38

DIRECTORS AND EXECUTIVE OFFICERS
UNITED OKLAHOMA BANKSHARES, INC.

GEORGE N. COOK, 50. Chairman of the Board. Mr. Cook also serves as President
and Chief Executive Officer of American National Bank and Director of
Ameribank Corporation. Mr. Cook is also a director of United Bank and its
subsidiaries and the First National Bank of Medicine Lodge, Kansas.

D. WESLEY SCHUBERT, 43. President of the Company. Mr. Schubert is a
Certified Public Accountant. Mr. Schubert has been the Vice Chairman of
American National Bank and Vice President of Ameribank Corporation since
1991. Mr. Schubert also serves as a director of United Bank and director
of First National Bank of Medicine Lodge, Kansas.

J. MICHAEL ADCOCK, 47. Secretary of the Company. Mr. Adcock also serves as
a member of the Board of Directors of Grant Geophysical Inc., Ameribank
Corporation, American National Bank, First National Bank of Medicine
Lodge, Kansas, and United Bank and its subsidiaries. Mr. Adcock is in the
private practice of law.

JUNE A. O'STEEN, 59. Executive Vice President of UB, and Principal Accountant
for the Company since June, 1989. Prior to that time Ms. O'Steen was
Senior Vice President and General Auditor of UB, since 1984, and the
Company, since 1980.

-38-

<PAGE> 39

EXECUTIVE COMPENSATION

The executive compensation disclosures required by Regulation S-K will be
included in the annual meeting proxy statement to be filed not later than
120 days after the end of the fiscal year and are hereby incorporated by
reference.

-39-

<PAGE> 40

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership by management of the
Company's common and 9% preferred stock, which are the only classes of
capital stock of the Company outstanding, as of December 31, 1995, together
with the percentage of the outstanding shares of each class so owned by each
director, and by all officers and directors of the Company and its
subsidiaries as a group. Unless otherwise indicated, each person has sole
voting and investment power with respect to the indicated shares. The
preferred stock does not carry voting rights.

<TABLE>
<CAPTION>
Name of Beneficial Ownership Percent of Class
Beneficial Owner Common 9% Preferred Common 9% Preferred
- --------------------------
<S> <C> <C> <C> <C> <C> <C>
George N. Cook, Jr.(1) 247,435 17,309 9.36% 11.92%

D. Wesley Schubert(1) 247,435 17,309 9.36% 11.92%

J. Michael Adcock(1) 247,435 17,309 9.36% 11.92%

All officers and directors
as a group 792,521 51,927 29.97% 35.76%
</TABLE>

- ------------------
(1) Ameribank Corporation and Messrs. George N. Cook, D. Wesley Schubert
and J. Michael Adcock have entered into a Stock Purchase Agreement, dated
November 3, 1995, which provides that Ameribank will sell to each of Messrs.
Cook, Schubert and Adcock 16.33% of the total number of shares of Common
Stock and 9% Cumulative Non-Voting Preferred Stock which Ameribank owns or
acquires in future purchases. The terms provide that the purchase price for
such stock shall be the price at which Ameribank acquired the shares plus
interest, accrued from the date of acquisition of such stock to the closing
of the purchase contemplated by the agreement, at a rate equal to the base
rate of interest of Chase Manhattan Bank N.A. from time to time. The
consummation of the transactions are subject to (1) approval from the Board
of Governors of the Federal Reserve System; (2) the entering into by the
parties of a Shareholders' Agreement restricting the future transfer of the
stock by Messrs. Adcock, Schubert and Cook; and (3) the entering into by
the parties of a Voting Trust Agreement appointing Ameribank as trustee to
vote the shares of Common Stock.

-40-

<PAGE> 41

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the name and address of each shareholder who
beneficially owns more than 5% of the Company's common stock, the number of
shares beneficially owned be each, and the percentage of outstanding common
stock so owned as of December 31, 1995. Unless otherwise indicated, each
person has sole voting and investment power with respect to the shares
beneficially owned.

<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Title of Class Name and Address Ownership Percent of Class(2)
<S> <C> <C> <C>
Common Ameribank Corporation 1,490,412(3) 58.86%
201 N Broadway
Shawnee, OK 74801

Common Sooner Southwest Bankshares, Inc. 106,796(4) 4.22%
P.O. Box 1020
Bristow, OK 74010

Common Illinois Refining Company 58,096(4) 2.29%
P.O. Box 1020
Bristow, OK 74010

Common Robert B. Krumme 5,000(4) 0.02%
P.O. Box 1020
Bristow, OK 74010
</TABLE>

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

- -----------------
(2) All percentages were calculated after excluding shares held in treasury
stock.
(3) All of Ameribank Corporation's shares are pledged on a Security Agreement as
collateral for the repayment of note held by a financial institution.
(4) On July 6, 1995, the Company was notified that Sooner Southwest Bankshares,
Inc., Illinois Refining Company and Robert B. Krumme filed a Schedule 13D
reporting the ownership as a group of the shares listed above.

-41-

<PAGE> 42

CERTAIN TRANSACTIONS

In the ordinary course of business, the Bank has had banking transactions
with some of the directors, executive officers and controlling shareholders
of the Company. All such loans are and have been made in compliance with
applicable laws, in the ordinary course of business and on substantially the
same terms (including interest rates and collateral) as those prevailing at
the time for comparable transactions with unaffiliated persons. In the
opinion of management, none of such loans involved more than the normal risk
of collectibility or present any other unfavorable features, interest in the
transaction or loan.

All transactions entered into between the Company or the Bank and any
officer, director or controlling shareholder of the Company are made on
terms no less favorable to the Company or the Bank than could be obtained
from unaffiliated parties. It is the policy of the Company that
transactions with and loans to officers and directors be approved by a
majority of the directors of the Company other than those with an interest
in the transaction or loan.

Messrs. Cook, Schubert, Adcock and Bodard are members of Enterprise
Technology Group, L.L.C. ("ETG") which provides computer hardware and
software technology solutions and consulting services to banks as well as
other private and governmental entities. ETG has provided services to the
banking subsidiary of the Company relating to processing technology. The
subsidiary banks of Ameribank and the Company have decided to implement a
plan to upgrade their processing techniques, and ETG will advise both
subsidiary banks and consult with them regarding such implementation. The
fees payable by the subsidiary banks of Ameribank and the Company to ETG
will be approximately $75,000 each. Such fees will not exceed the prices
charged other customers of ETG and are competitive with those charged by
other companies in the business of providing such services.

-42-

<PAGE> 43

SIGNATURES

UNITED OKLAHOMA BANKSHARES, INC.

By:
------------------------------------
George N. Cook, Chairman

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Chairman of the Board
- ----------------------
George N. Cook

Principal Accountant March 18, 1996
- ----------------------
June A. O'Steen

President
- ----------------------
D. Wesley Schubert

Secretary
- ----------------------
J. Michael Adcock

* By:
-----------------
George N. Cook
</TABLE>

* As Attorney in fact pursuant to Power
of Attorney filed as Exhibit 25

-43-

<PAGE> 44

FORM 10-K CROSS REFERENCE SECTION

<TABLE>
<CAPTION>
PAGE
<S> <C> <C> <C>
Part I Item 1 Business.............................................. 2
Item 2 Properties............................................ 2
Item 3 Legal Proceedings..................................... 2
Submission of Matters to a Vote of Security Holders
Item 4 (during the fourth quarter of 1995)................... *
Market for the Company's Common Stock and Related
Part II Item 5 Stockholder Matters................................... 2
Item 6 Selected Financial Data............................... 3
Management's Discussion and Analysis of Financial
Item 7 Condition and Results of Operations................... 4-10
Item 8 Financial Statements and Supplementary Data........... 11-37
Item 9 Disagreements on Accounting and Financial Disclosure.. *
Part III Item 10 Directors and Executive Officers and Corporations..... 38
Item 11 Executive Compensation................................ 39
Security Ownership of Certain Beneficial Owners and
Item 12 Management............................................ 40,41
Item 13 Certain Relationships and Related Transactions........ 42
Part IV Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K...........................................
(a) (1)Financial Statements:......................................
o Independent Auditors' Report........................ 30
o Consolidated Statements of Operations - years ended
December 31, 1995, 1994, and 1993................... 11
o Consolidated Balance Sheets
December 31, 1995 and 1994.......................... 12
o Consolidated Statements of Changes in Stockholders'
Equity - years ended December 31, 1995, 1994, and
1993................................................ 13
o Consolidated Statements of Cash Flows - years ended
December 31, 1995, 1994, and 1993................... 14
o Notes to Consolidated Financial Statements - years
ended December 31, 1995, 1994, and 1993............. 15-29
(2)Financial Statement Schedules:.............................
o All schedules normally required by Form 10-K are
omitted since they are either not applicable or the
required information is shown in the consolidated
financial statements or the notes thereto...........
</TABLE>

-44-

<PAGE> 45

Part IV Item 14 Exhibits: (continued)
(a) (3) Exhibits:

<TABLE>
<CAPTION>
Exhibit No. PAGE
----------- ----
<S> <C> <C>
3 Articles of incorporation and bylaws (filed as **
Exhibit 3(a) and 3(b) to Company's Registration
Statement No. 2-85935, "Registration Statement")
4 Instruments defining the rights of security holders, **
including indentures (filed as Exhibit 3(a) to
Company's Registration Statement)
10 Material Contracts: **
(a) United Oklahoma Bankshares, Inc. Incentive Stock **
Option Plan of 1982 (filed as Exhibit 10(a) to
Company's Registration Statement)
(b) Forms of United Oklahoma Bankshares, Inc. Incentive **
Stock Option Agreements (filed as Exhibit 10(b) to
Company's Registration Statement)
(c) United Oklahoma Bankshares, Inc. Employee Stock **
Ownership Plan and Trust of 1982 (filed as Exhibit
10(c) to Company's Registration Statement)
(d) Stockholders' resolutions establishing United **
Oklahoma Bankshares Employees' Stock Purchase Plan of
1983 (filed as Exhibit 10(d) to Company's Registration
Statement)
(e) Form of agreements relating to stock purchased **
under the United Oklahoma Bankshares Employees' Stock
Purchase Plan of 1983 (filed as Exhibit 10(e) to
Company's Registration Statement)
(f) Letter Agreement, dated April 26, 1982, between **
United Oklahoma Bankshares, Inc. and Fort Worth
National Bank, as amended (filed as Exhibit 10(1) to
Company's Registration Statement)
(g) Promissory Note and Security Agreement, dated April **
29, 1982, between United Oklahoma Bankshares, Inc.
Employee Stock Ownership Plan and Trust of 1982 and The
Fort Worth National Bank (filed as Exhibit 10(m) to
Company's Registration Statement)
</TABLE>

-45-

<PAGE> 46

Part IV Item 14 Exhibits: (continued)
(a) (3) Exhibits:
<TABLE>
<CAPTION>
Exhibit No. PAGE
----------- -----
<S> <C> <C>
10 Material Contracts: **
(h) Deposit Insurance Transfers and Asset Purchase **
Agreement, dated May 11, 1984, between United Oklahoma
Bankshares, Inc., as agent for United Del City Bank,
and the Federal Deposit Insurance Corporation (filed
as Exhibit to Form 8-K dated May 25, 1984)
(i) Stock Purchase Agreement between United Del City **
Bank and United Oklahoma Bank (filed as Exhibit 10 to
Form 10-K dated December 31, 1986)
(j) Accounts Receivable Purchase Agreement between **
United Del City Bank and United Oklahoma Bank (filed
as Exhibit 10 to Form 10-K dated December 31, 1986)
22 Subsidiaries of the Company 47
25 Power of Attorney 48,49
(b) Reports on Form 8-K 50
</TABLE>

* Not Applicable
** Included in previous filings

-46-

<PAGE> 47

SUBSIDIARIES

The Company has two wholly owned subsidiaries, United Bank and United Loan and
Thrift Company, Inc. The following corporation is a wholly Owned subsidiary of
United Bank:

United Del City Tower, Inc.
4600 Corporation

-47-

<PAGE> 48

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

DATED THIS 18th day of March, 1996

--------------------------------------
George N. Cook, Director

--------------------------------------
D. Wesley Schubert, Director

--------------------------------------
J. Michael Adcock, Director

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this 18th day of Mach,
1996, by George N. Cook:

--------------------------------------
Notary Public
My commission expires:
June 6. 1998
- ----------------------

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this 18th day of May, 1996,
by D. Wesley Schubert.

------------------------------------
Notary Public

My commission expires:
June 6, 1998
- ----------------------

-48-

<PAGE> 49

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this 18th:day of March,
1996, by J. Michael Adcock.

--------------------------------
Notary Public
My commission expires:
June 6. 1998
- ----------------------

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

-49-

<PAGE> 50

REPORT'S ON FORM 8-K

The Company did not file any reports on Form 8-K during the fourth
quarter of 1995.

-50-

<PAGE> 1
EXHIBIT 13(d)(3)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]

For the Fiscal year ended December 31,1994

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]

For the transition period from ______________________ to _____________________

Commission file number 0-12047

UNITED OKLAHOMA BANKSHARES, INC.
--------------------------------
(Exact name of registrant as specified in its charter)

Oklahoma 73-0969432
------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

73115
-------------------------------
Zip Code

Registrant's telephone number, including area code (405) 677-8711
--------------

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common stock,
$1 par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[X]Yes No[ ]

As of February 1, 1995, based on the reported average bid and asked prices, the
aggregate market value of the common stock held by non-affiliates of the
registrant was approximately $127,000.

As of February 1, 1995, 2,532,237 shares of the registrant's common stock, par
value $1.00 per share, were outstanding.

NOTE: See pages 43-45 for Form 10-K Cross Reference Index
<PAGE> 2
BUSINESS

United Oklahoma Bankshares, Inc. (the "Company") is a one-bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The
principal business of the Company is the ownership and supervision of United
Bank ("UB"), Del City, Oklahoma. As of December 31, 1994, the Company and its
subsidiaries had 54 full time equivalent employees. UB is a state chartered
banking association whose deposits are insured pursuant to the Federal Deposit
Insurance Act. UB, which operates primarily in Oklahoma, competes with other
financial institutions in its trade area in providing a full range of
traditional banking and related financial services to the commercial, consumer,
energy, real estate and financial sectors. UB operates one wholly owned
subsidiary, United Del City Tower, Inc. ("UDCT") and 4600 Corporation.

UDCT owns and manages United Del City Tower of which the first and part of the
second floors are occupied by UB. The facility is approximately 97% occupied
at year end. 4600 Corporation was formed to sell assets on which UB
foreclosed.

PROPERTIES

The Company's corporate headquarters are located in United Del City Tower at
4600 S.E. 29th Street, Del City, Oklahoma. This facility is located on
approximately 8 acres and comprises approximately 77,000 square feet of usable
space. The Tower houses the main banking functions and the Company's executive
offices. UB occupies 27% of the building and approximately 70% is leased to
various tenants. In 1993, UB completed construction of a new drive-in facility
attached to the United Del City Tower. UB also sold its previous drive-in
facility during 1993.

LEGAL

The Company and its subsidiaries are not defendants in any material legal
proceedings.

COMMON STOCK

During 1994, limited transactions occurred which the Company is aware of, and
has reported the average of the bid and ask price of $0.01 and $0.10,
respectively, at February 1, 1995. The prices have no depth because there is
currently no established public trading market for the Company's common stock.

DISCLAIMER

THIS ANNUAL REPORT HAS NOT BEEN REVIEWED, OR CONFIRMED FOR ACCURACY OR
RELEVANCE, BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

-2-
<PAGE> 3

SELECTED FINANCIAL DATA
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Selected Financial Data which follows should be read in conjunction with
the consolidated financial statements (including the notes thereto) of the
Company and its subsidiaries appearing elsewhere herein.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------
1994 1993 1992 1991 1990
-------------------------------------------------------------
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
Summary of Income:
Interest income . . . . . . . . . . . . . . . . . . . . . . 5,160 5,235 5,460 5,309 4,906
Interest expense . . . . . . . . . . . . . . . . . . . . . . (1,801) (1,847) (2,299) (2,646) (2,589)
Provision for loan losses . . . . . . . . . . . . . . . . . (90) (236) (128) (165) (120)
Non-interest income . . . . . . . . . . . . . . . . . . . . 1,030 837 795 1,114 646
Non-interest expense . . . . . . . . . . . . . . . . . . . . (3,206) (3,068) (2,735) (4,215) (2,436)
Income (loss) before income taxes and cumulative effect of
change in accounting principle . . . . . . . . . . . . . . 1,093 921 1,093 (603) 407
Income tax benefit (expense) . . . . . . . . . . . . . . . . (264) (266) (445) 245 (131)
Income (loss) before cumulative effect of change in
accounting principle . . . . . . . . . . . . . . . . . . . 829 655 648 (358) 276
Cumulative effect of change in accounting principle - 116 - - -
Net income (loss) . . . . . . . . . . . . . . . . . . . . . 829 771 648 (358) 276

Per share data:
Earnings (loss) per average common share before cumulative
effect of change in accounting principle 0.17 0.10 0.10 (0.28) (0.04)

Cumulative effect of change in accounting principle - 0.04 - - -

Net earnings (loss) per average common share . . . . . . . . 0.17 0.14 0.10 (0.28) (0.04)

Average outstanding common shares . . . . . . . . . . . . . 2,616 2,644 2,644 2,644 2,644

Period end balances:
Cash and due from banks . . . . . . . . . . . . . . . . . . 2,440 1,907 3,270 2,695 2,950
Interest bearing deposits in other banks . . . . . . . . . . - - - - 768
Federal funds sold . . . . . . . . . . . . . . . . . . . . . - 460 1,560 2,085 -
Investment securities . . . . . . . . . . . . . . . . . . . 30,588 29,794 33,352 30,722 23,688
Loans, net of unearned discount and allowance for loan. . . .
losses . . . . . . . . . . . . . . . . . . . . . . . . . . 41,401 36,509 33,804 30,185 26,234
Total assets . . . . . . . . . . . . . . . . . . . . . . . . 79,720 74,564 78,556 72,689 61,016
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 69,647 66,094 70,302 64,825 53,405
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . - 450 900 1,400 -
Stockholders' equity . . . . . . . . . . . . . . . . . . . . 6,949 6,289 5,518 4,870 5,228
</TABLE>

-3-
<PAGE> 4

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

The following discussion and analysis is designed to provide a better
understanding of the significant factors related to the Company's results of
operations, financial condition, liquidity and capital resources (including its
subsidiary bank, UB, and its non-bank subsidiary, UDCT and 4600 Corporation).
Such discussion and analysis should be read in conjunction with the
Consolidated Financial Statements (including the notes thereto) and Selected
Financial Data appearing elsewhere in this annual report.

RESULTS OF OPERATIONS

GENERAL. Net income totaled $ .8 million in 1994, compared to $.8 million in
1993 and $.6 million in 1992. Earnings per share were $ .17 in 1994, compared
to $.14 per share in 1993 and $.10 per share in 1992. Net income in 1993
included $.1 million ($.04 per share) cumulative effect of change in accounting
principle as a result of adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." Management is unaware of any
trends, events or uncertainties that will have or that are reasonably likely to
have a material effect on the operations.

NET INTEREST INCOME. Net interest income, the difference between gross
interest and fees on earning assets (primarily loans and investments) and
interest paid on deposits and borrowed funds necessary to support such assets,
is a major component of a financial institution's earnings.

Net interest income aggregated $3,359,000 and $3,388,000 in 1994 and 1993,
respectively, a decrease of $29,000. Net interest income increased $227,000
between 1993 and 1992.

From 1993 to 1994, the volume of average earning assets increased $1 million,
while average interest bearing liabilities decreased $2.1 million. The yield
on average earning assets decreased 11 basis points from 1993 to 1994, while
the rate paid on average interest bearing liabilities increased 4 basis points
during the same time period resulting in a decrease in the spread between the
yield on earning assets and rate paid on interest bearing liabilities of 15
basis points. As a result of the decrease in the rate earned on interest
earning assets and the increase in the rate paid on interest bearing
liabilities, net interest margin decreased 5 basis points from 4.80% in 1993 to
4.75% in 1994.

From 1992 to 1993, the volume of average earning assets increased $4.8 million,
while average interest bearing liabilities increased $2.4 million. The yield
on average earning assets decreased 88 basis points from 1992 to 1993, while
the rate paid on average interest bearing liabilities decreased 94 basis points
during the same time period resulting in an increase in the spread between the
yield on earning assets and rate paid on interest bearing liabilities of 6
basis points. As a result of the decrease in the rate earned on interest
bearing assets and the decrease in interest bearing liabilities, net interest
margin remained unchanged at 4.80% from 1992 to 1993.

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

-4-
<PAGE> 5

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, Year Ended December 31,
1994 COMPARED TO 1993 1993 Compared to 1992
----------------------------------------------------------------------
INCREASE/DECREASE Increase/Decrease
DUE TO CHANGE IN: Due to Change in:
----------------------------------------------------------------------
YIELD/ Yield/
VOLUME RATE NET Volume Rate Net
----------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
EARNING ASSETS:
Investment securities . . . . . . . (181) (26) (207) 59 (334) (275)
Federal funds sold . . . . . . . . . (11) 15 4 7 (10) (3)
Loans net of unearned discounts . . 157 (29) 128 244 (191) 53
---------------------------------------------------------------------
Total interest income . . (35) (40) (75) 310 (535) (225)
---------------------------------------------------------------------
INTEREST BEARING LIABILITIES:
Interest bearing deposits . . . . . (52) 39 (13) 113 (541) (428)
Short-term borrowings . . . . . . . 3 - 3 - - -
Long-term debt . . . . . . . . . . . (33) (3) (36) (32) 8 (24)
---------------------------------------------------------------------
Total interest expense . . (82) 36 (46) 81 (553) (452)
---------------------------------------------------------------------
Net interest income . . . . . . . . . . 47 (76) (29) 229 (2) 227
=====================================================================
</TABLE>

-5-
<PAGE> 6

RISK ELEMENTS OF EARNING ASSETS. Risk elements of the Company's earning assets
are evidenced, in part, by non- performing loans consisting of loans
contractually past due 90 days or more, loans placed on non-accrual status and
other real estate which has been acquired in full or partial settlement of
defaulted loans. Non-performing assets are carried by the Company at estimated
net realizable value and known losses of principal have been charged off.

At December 31, 1994, non-performing loans totaled $178,000. Non-performing
loans as a percent of all loans outstanding were .43% at December 31, 1994.
The majority of non-performing loans is secured. The following table sets forth
such loans and other real estate at the dates indicated:

<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------
1994 1993 1992
--------------------------------
(Dollars in thousands)
<S> <C> <C> <C>
Non-accrual loans . . . . . . . . . . . . . . . . . . . . . . . $ 178 481 561

Other real estate . . . . . . . . . . . . . . . . . . . . . . . 180 552 686
--------------------------------
Total non-performing assets . . . . . . . . . . . . . . . 358 1,033 1,247
================================
Non-performing loans to total loans . . . . . . . . . . . . . . .43% 1.32% 1.66%
</TABLE>

Non-accrual status loans are identified through the special monitoring system
and periodic review of past due loans by officers and management. When doubt
exists as to the ultimate collectibility of interest or principal, such loans
are placed on non-accrual status. When a loan is placed on non-accrual status,
interest previously accrued but uncollected on such loans is reversed and
charged against current income. Subsequent payments collected on such loans
are credited to loan principal if, in the opinion of management, full
collectibility of principal is doubtful; otherwise, the payment is credited to
income and principal according to the loan terms.

Loans on which interest had ceased to be accrued approximated $178,000,
$481,000 and $561,000 at December 31, 1994, 1993 and 1992, respectively.
Approximately $6000 was recognized on these loans in 1994, $17,000 was
recognized in 1993, and no interest was recognized on these loans in 1992. Had
the accrual status of these loans been normal, approximately $47,000, $42,000
and $59,000 of additional interest would have been earned in 1994, 1993 and
1992, respectively. None of these loans are restructured troubled debt.

Internally classified assets of UB, which approximate the same as
classifications by regulatory authorities and includes other real estate,
decreased from $ 1,347,000 at December 31, 1993 to $769,000 at December 31,
1994, a decrease of 43%.

At December 31, 1994, the Company had approximately $80,000 of loans for which
payments were contractually past due less than 90 days, and the borrowers were
experiencing financial difficulties. These loans are included in the special
monitoring loans which are subject to management's attention and review.

-6-
<PAGE> 7

ALLOWANCE AND PROVISION FOR LOAN LOSSES. The allowance for loan losses totaled
$559,000, $437,000 and $469,000 at December 3l, 1994, 1993 and 1992,
respectively. The provision charged to expense amounted to $90,000 in 1994
compared to $236,000 and $128,000 in 1993 and 1992, respectively. Net
(recoveries) losses on loans were approximately ($32,000) in 1994, compared to
$268,000 in 1993 and $154,000 in 1992. The amount of provision charged to
expense is based on the current level of net loan losses, perceived economic
conditions, changes in the size and character of the loan portfolio, and
management's assessment of the loan portfolio's inherent risk in relation to
the allowance for loan losses (see Note 4 to Consolidated Financial
Statements).

The allowance for loan losses as a percentage of total loans was 1.33%, 1.18%
and 1.37% at December 31, 1994, 1993 and 1992, respectively.

NON-INTEREST INCOME.

<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------------
1994 1993 1992
-----------------------------------
(In thousands)
<S> <C> <C> <C>
Service charges on deposits . . . . . . . . . . . . . . . . . . $ 748 675 602
Other service charges and fees, net . . . . . . . . . . . . . . 178 162 97
Securities gains . . . . . . . . . . . . . . . . . . . . . . . 104 - 96
-----------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,030 837 795
===================================
</TABLE>
NON-INTEREST EXPENSE. Non-interest expense amounted to $3.2 million in 1994
compared to $3.1 million in 1993 and $2.7 million in 1992 representing an
increase of 4.5% in 1994 and a 12% increase in 1993. Salaries and employee
benefits continue to represent a large portion of non-interest expense.

Net costs and write downs associated with other real estate owned approximated
$92,000, $66,000 and ($64,000) in 1994, 1993 and 1992, respectively, and
represent amounts provided for decreases in the market value of the properties,
net gains and losses on sales of the properties, and net expenses incurred for
the maintenance of the properties.
<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------------
NON-INTEREST EXPENSE 1994 1993 1992
-----------------------------------
(In thousands)
<S> <C> <C> <C>
Salaries and employee benefits . . . . . . . . . . . . . . . . $ 1,739 1,567 1,488
Occupancy expense, net . . . . . . . . . . . . . . . . . . . . 271 309 290
Other real estate owned, net . . . . . . . . . . . . . . . . . 92 66 (64)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,104 1,126 1,021
-----------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,206 3,068 2,735
===================================
</TABLE>

-7-
<PAGE> 8

LIQUIDITY

INDEBTEDNESS

PREFERRED STOCK

RATE SENSITIVITY

Both liquidity and net interest margin are significantly affected by the
sensitivity that assets and liabilities have to changes in market interest
rates, levels of earning assets and funding mixes, the direction of interest
rate movements, the velocity at which changes occur and the absolute level of
interest rates. Interest rate risk can arise when an investment's interest
rate level changes, or its cash flows occur, in time periods that are different
from those of supporting funding sources.

The following table depicts the Company's rate sensitivity position at December
31, 1994:
<TABLE>
<CAPTION>

Sensitivity Period
-------------------------------------------------------------
0-30 31-90 91-180 181-365 Over
Days Days Days Days 1 Year
-------------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Rate sensitive assets:
Investment securities . . . . . . . . . . . . 8,137 - 727 5,297 16,427
Loans . . . . . . . . . . . . . . . . . . . . 14,861 2,066 1,194 2,160 21,501
---------------------------------------------------------
Total rate sensitive assets . . . . . . . . 22,998 2,066 1,921 7,457 37,928
---------------------------------------------------------
Rate sensitive liabilities:
Savings and interest bearing deposits . . . . 13,701 - - - 13,698
Time deposits 8,860 6,112 6,393 6,004 1,410
Securities sold under repurchase agreement .
1,500 - - -
---------------------------------------------------------
Total rate sensitive liabilities . . . . . . 24,061 6,112 6,393 6,004 15,108
---------------------------------------------------------
Period Sensitivity Gap . . . . . . . . . . . . . (1,063) (4,046) (4,472) 1,453 22,820
=========================================================
Cumulative Sensitivity Gap . . . . . . . . . . . (1,063) (5,109) (9,581) (8,128) 14,692
=========================================================
</TABLE>

The Company includes only rate sensitive assets and liabilities in its
sensitivity analysis.

-8-
<PAGE> 9

CAPITAL RESOURCES

Capital provides a base for expansion of the asset portion of the balance
sheet, which in turn provides the opportunity for increased profitability.
Capital adequacy depends on such factors as quality and diversification of
assets, current and historical earnings and liquidity. Primary capital of the
Company consists of funds which are permanently committed to the Company,
including: Common stock, Preferred stock, Additional paid-in capital, Retained
earnings, and Allowance for loan losses. For regulatory purposes primary
capital is reduced by amounts representing intangible assets. Management is
unaware of any trends, events or uncertainties that will have or that are
reasonably likely to have a material effect on the Company's capital resources.
Following are the Company's and UB's primary and equity capital to assets
ratios for December 31, 1994 and 1993, respectively:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Company's primary capital to assets ratio 9.37% 8.05%

Company's equity capital to assets ratio 8.89 7.98

UB's primary capital to assets ratio 9.32% 8.34%
UB's equity capital to assets ratio 8.84 8.27

</TABLE>
During 1989, regulatory agencies approved regulations to implement a risk-based
capital framework that makes capital requirements more sensitive to the risk
profiles of individual banking companies. These regulations define capital as
either core capital (Tier 1) or supplemental capital (Tier 2). Core capital
consists primarily of common stockholders' equity, while supplementary capital
is comprised of preferred stock, certain debt instruments, and a portion of the
allowance for loan losses.

At December 31, 1994, the required core capital was 4.00% and total risk-based
capital was 8.00%. Because the Company has assets of less than $150 million,
its capital requirements are computed on a bank-only basis. UB's core and
total risk-based capital exceed regulatory guidelines at December 31, 1994 and
1993.

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Tier I capital (core) 13.05% 13.27%
Tier 2 capital (total risk-based) 14.11 14.21
</TABLE>

EFFECT OF INFLATION

The financial statements and related data presented in this report have been
prepared in accordance with generally accepted accounting principles which
require the measurement of financial position and operating results in terms of
historical dollars without considering changes in the relative purchasing power
of money over time. Changing prices, particularly during periods of high
inflation rates, can have a significant impact on industries and business
enterprises taken as a whole. However, the impact of inflation on financial
institutions differs significantly from that of industrial or commercial
companies. This is due to the fact that a major portion of a bank's balance
sheet is comprised of monetary assets and liabilities versus a basically
non-monetary balance sheet associated with industrial concerns. Even though
inflation does not generally have a material impact on banks it can indirectly
affect the interest rates and the underlying value of assets collateralizing
certain earning assets, as well as non-interest income and expense categories.
How well a bank is positioned to respond to changing interest rates and
collateral values can only be assessed by an analysis of its asset and
liability structure. Therefore, attention is directed to the rate sensitivity
schedule, the maturity distribution of loans and securities, the loan
concentrations data and the rate and volume variances analysis found elsewhere
in this report.

-9-
<PAGE> 10

REGULATORY MATTERS

ACCOUNTING STANDARDS NOT YET ADOPTED

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 107, "Disclosures About Fair Value of Financial
Instruments." The Company will be required to comply with this statement for
the year ending December 31, 1995.

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for Impairment of a
Loan." The Company will be required to comply with this statement beginning
January 1, 1995. The impact of this statement is not expected to have a
material effect on the Company's consolidated financial statements.

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 118, "Accounting by Creditors for Impairment of
Loan-Income Recognition and Disclosures." The Company will be required to
comply with this statement beginning January 1, 1995. The impact of this
statement is not expected to have a material effect on the Company's
consolidated financial statements.

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 119, "Disclosure About Derivative Financial
Instruments and Fair Value of Financial Instruments." The Company will be
required to comply with this statement for the year ending December 31, 1995.

-10-
<PAGE> 11

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1994 1993 1992
-----------------------------------
(In thousands except per share
amounts)
<S> <C> <C> <C>
Interest income:
Interest and fees on loans . . . . . . . . . . . . . . . . . . . . . $3,371 3,243 3,190
Interest Federal funds sold . . . . . . . . . . . . . . . . . . . . 60 56 59
Interest on investment securities
Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,331 1,767 2,182
Nontaxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398 169 29
--------------------------------
Total interest income . . . . . . . . . . . . . . . . . . . . . 5,160 5,235 5,460
--------------------------------
Interest expense:
Interest on deposits (Note 6) . . . . . . . . . . . . . . . . . . . 1,791 1,804 2,232
Interest on short-term borrowings . . . . . . . . . . . . . . . . . 4 1 1
Interest on long-term debt . . . . . . . . . . . . . . . . . . . . . 6 42 66
--------------------------------
Total interest expense . . . . . . . . . . . . . . . . . . . . . 1,801 1,847 2,299
--------------------------------
Net interest income . . . . . . . . . . . . . . . . . . . . . . 3,359 3,388 3,161
Provision for loan losses (Note 4) . . . . . . . . . . . . . . . . . . 90 236 128
--------------------------------
Net interest income after provision for loan losses . . . . . . 3,269 3,152 3,033
--------------------------------
Non-interest income:
Service charges on deposits . . . . . . . . . . . . . . . . . . . . 748 675 602
Other service charges and fees, net . . . . . . . . . . . . . . . . 178 162 97
Securities gains . . . . . . . . . . . . . . . . . . . . . . . . . 104 - 96
--------------------------------
Total non-interest income . . . . . . . . . . . . . . . . . . . 1,030 837 795
--------------------------------
Non-interest expense:
Salaries and employee benefits . . . . . . . . . . . . . . . . . . . 1,739 1,567 1,488
Occupancy expense, net . . . . . . . . . . . . . . . . . . . . . . . 271 309 290
Other real estate owned, net . . . . . . . . . . . . . . . . . . . . 92 66 (64)
Other (Notes 7 & 8) . . . . . . . . . . . . . . . . . . . . . . . . 1,104 1,126 1,021
--------------------------------
Total non-interest expense . . . . . . . . . . . . . . . . . . . 3,206 3,068 2,735
--------------------------------
Income before income taxes and cumulative effect of change in
accounting principle . . . . . . . . . . . . . . . . . . . . 1,093 921 1,093
Income tax expense (Note 10) . . . . . . . . . . . . . . . . . . . . . 264 266 445

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --------------------------------

Income before cumulative effect of change in accounting principle 829 655 648
Cumulative effect of change in accounting principle (Note 10) . . . . . - 116 -
--------------------------------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . $ 829 771 648
================================
Earnings per share:
Income before cumulative effect of change in accounting principle . 0.17 0.10 0.10
Cumulative effect of change in accounting principle . . . . . . . . - 0.04 0
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.17 0.14 0.10
================================
Average outstanding common shares . . . . . . . . . . . . . . . . . . . 2,616 2,644 2,644
================================
</TABLE>

See accompanying notes to consolidated financial statements.

-11-
<PAGE> 12

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

DECEMBER 31,
1994 1993
------------------------
(In thousands)
<S> <C> <C>
ASSETS
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,440 1,907
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . - 460
Investment securities (Note 2) . . . . . . . . . . . . . . . . . . . . . 30,588 29,794
Loans (Notes 3 & 12) . . . . . . . . . . . . . . . . . . . . . . . . . . 41,974 37,007
Unearned discounts . . . . . . . . . . . . . . . . . . . . . . . . . . (14) (61)
Allowance for loan losses (Note 4) . . . . . . . . . . . . . . . . . . (559) (437)
------------------------
Loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,401 36,509
Property and equipment, net (Note 5) . . . . . . . . . . . . . . . . . . 4,051 4,110
Other real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180 542
Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . 6/2 537
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 248
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 358 457
------------------------
$79,720 74,564
========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Interest bearing (Note 6) . . . . . . . . . . . . . . . . . . . . . . $56,178 55,084
Non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . 13,469 11,010
------------------------
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,647 66,094
------------------------
Securities sold under repurchase agreement (Note 7) 1,500 -
Long-term debt (Note 8) . . . . . . . . . . . . . . . . . . . . . . . - 450
Deferred income taxes (Note 10) . . . . . . . . . . . . . . . . . . . 1,199 1,366
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 425 365
------------------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 72,771 68,275
------------------------
Commitments and contingencies (Notes 12, 14 & 16 ) . . . . . . . . . . .
Stockholders' equity (Notes 15 & 16):
Preferred stock, 9% cumulative, nonvoting $30 par value, redeemable at the
Company's option at par plus cumulative unpaid dividends. Cumulative
unpaid preferred dividends amount to $3,626,370 or $24.98 per share at
December 31, 1994. Authorized 150,000 shares; issued and outstanding
145,200 shares in 1994 and 1993 Liquidation preference of $7,982,370 and
$7,590,330 respectively . . . . . . . . . . . . . . . . . . . . . . . 4,356 4,356
Class B preferred stock, $1 par value. Authorized 500,000 shares; none
issued or outstanding . . . . . . . . . . . . . . . . . . . . . . . - -
Common stock, $1 par value. Authorized 10,000,000 shares; issued 2,805,385
shares in 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . 2,805 2,805
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . 7,358 7,358
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . (6,315) (7,144)
------------------------
Net unrealized holding loss on investment securities available for sale,
net of deferred taxes
(158) -
------------------------
8,046 7,375
========================
Less cost of common stock held in treasury (273,148 shares in 1994 and
1993) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,097) (1,086)
------------------------
Net stockholders' equity 6,949 6,289
------------------------
$79,720 74,564
========================
</TABLE>
See accompanying notes to consolidated financial statements.

-12-
<PAGE> 13

UNITED OKLAHOMA BANKSHARE'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1994 1993 1992
--------------------------------
(In thousands )
<S> <C> <C> <C>
Preferred stock:
Balance at beginning and end of year . . . . . . . . . . . . 4,356 4,356 4,356
-------------------------------
Common stock:
Balance at beginning and end of year . . . . . . . . . . . 2,805 2,805 2,805
-------------------------------
Additional paid-in capital:
Balance at beginning and end of year . . . . . . . . . . . . 7,358 7,358 7,358
-------------------------------
Accumulated deficit:
Balance at beginning of year . . . . . . . . . . . . . . . . (7,144) (7,915 (8,563)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . 829 771 648

-------------------------------
Balance at end of year . . . . . . . . . . . . . . . . . . . (6,315) (7,144) (7,915)
-------------------------------
Net unrealized holding gain (loss) on investment securities
available for sale: (Note 2)

Balance at beginning of year - - -

Implementation of change in accounting for investment securities, 170 - -
net of deferred taxes

Change in net unrealized holding gain (loss) on investment (328) - -
securities available for sale, net of deferred taxes

Balance at end of year (158)

Treasury stock:
Balance at beginning and end of year . . . . . . . . . . . . (1,086) (1,086) (1,086)
-------------------------------
Purchase stock (11) - -
===============================
Balance at end of year (1,097 (1,086) (1,086)
===============================
Net stockholders' equity . . . . . . . . . . . . . . . . . $6,949 6,289 5,518
===============================
</TABLE>
See accompanying notes to consolidated financial statements.

-13-
<PAGE> 14

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1994 1993 1992
-----------------------------------------
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . $ 829 771 648
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . 378 368 327
Provision for loan losses . . . . . . . . . . . . . . . 90 236 128
Provision for market decline-other real estate . . . . . 85 63 38
Amortization of intangibles . . . . . . . . . . . . . . 147 147 147
Amortization of premium, accretion of discounts, net . . 113 175 116
Gain on sale of investment securities . . . . . . . . . (104) - (96)
Loss on sale of property and equipment . . . . . . . . . - 49 -
Increase (decrease) in interest payable . . . . . . . . 29 (89) (220)
Decrease (decrease) in interest receivable . . . . . . . (75) (66) 15
Decrease in other real estate, accounts receivable and other
assets . . . . . . . . . . . . . . . . . . . . . . . . 387 155 581
(Decrease) increase in deferred income taxes . . . . . . (15) 40 430
(Decrease) increase in other liabilities . . . . . . . . (17) (56) 32
------------------------------------
Total adjustments . . . . . . . . . . . . . . . . . . 1,018 1,022 1,498
------------------------------------
Net cash provided by operating activities . . . . . . . . . . . 1,847 1,793 2,146
------------------------------------
Cash flows from investing activities:
Proceeds from sales of investment securities . . . . . . . . - - 1,830
Proceeds from sales of investment securities available for sale 3,239 - -
Proceeds from principal payments on mortgage backed securities
3,192 9,861 6,220
Purchase of investment securities . . . . . . . . . . . . . (7,496) (6,478) (10,700)
Net increase in loans . . . . . . . . . . . . . . . . . . . (4,982) (2,941) (3,747)
Capital expenditures . . . . . . . . . . . . . . . . . . . . (319) (336) (701)
Proceeds from sale of property and equipment . . . . . . . . - 296 25
------------------------------------
Net cash provided by (used in) investment activities . . . . . (6,366 402 (7,073)
------------------------------------
Cash flows form financing activities:
Net (decrease) increase in interest bearing and non-interest
bearing deposits, savings and certificates of deposit . . 3,553 (4,208) 5,477
Increase in securities sold under repurchase agreement 1,500 - -
Repayment of long-term debt . . . . . . . . . . . . . . . . (450) (450) (500)
------------------------------------
Purchase of treasury stock (11) - -
------------------------------------
Net cash (used in) provided by financing activities . . . . . . 4,592 (4,658) 4,977
------------------------------------
Net (decrease) increase in cash and cash equivalents . . . . . 73 (2,463) 50
------------------------------------
Cash and cash equivalents at beginning of year . . . . . . . . 2,367 4,830 4,780
------------------------------------
Cash and cash equivalents at end of year . . . . . . . . . . . $2,440 2,367 4,830
====================================
Supplemental disclosure of noncash investing activities:
------------------------------------
Net unrealized holding loss on investment securities available for
sale, net of deferred taxes of $104,000 . . . . . . . . . . . . 158 - --
------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>

-14-
<PAGE> 15

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS DECEMBER 31, 1994, 1993 AND 1992

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

United Oklahoma Bankshares, Inc. (the "Company") and its subsidiaries
provide a full range of banking services to individual and corporate
customers principally in eastern Oklahoma county. The Company is
subject to competition from other financial service companies and
financial institutions. The Company is subject to regulations of the
Federal Reserve Bank. United Bank ("UB") is subject to regulations of
the Federal Deposit Insurance Corporation and the Oklahoma State
Banking Department. The Company and UB undergo periodic examinations
by those regulatory authorities.

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

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
estimates and assumptions. Those estimates and assumptions relate
principally to the determination of the allowance for possible loan
losses and the valuation of assets acquired in foreclosure. The
accounting policies for these items and other significant accounting
policies are presented below.

The consolidated financial statements include the accounts of the
Company and its subsidiaries, all wholly owned, after elimination of
all significant intercompany accounts and transactions.

CASH AND SHORT TERM INVESTMENTS

UB is required to maintain average reserve balances with the Federal
Reserve Bank. The average amount of those reserve balances for the
year ended December 31, 1994, was approximately $614,000.

In making short-term investment decisions, the Company considers its
board-approved policies, liquidity needs, potential rate of rerun, and
credit risk.o For purposes of evaluating credit risk, the stability of
the financial institutions and other entities conducting business with
the Company is periodically reviewed.

The Company had concentrations of credit risk with one financial
institution in the form of a correspondent bank account and federal
funds sold in the amount of $1,483,000 and $1,608,000 at December 31,
1994 and 1993, respectively. If the financial institution failed to
completely perform under the terms of the financial instruments, the
exposure for credit loss would be the amount of the financial
instruments less the amount covered by the Federal Deposit Insurance
Corporation ("FDIC") of $100,000.

For the purposes of the Statements of Cash Flows, the Company
considers overnight Federal funds sold to be cash equivalents.

Cash paid for interest was approximately $1,772,000, $1,937,000, and
$2,518,000 in 1994, 1993, and 1992, respectively.

-15-
<PAGE> 16

INVESTMENT SECURITIES

The Company adopted the provisions of Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" (Statement 115), at January 1, 1994.
Under Statement 115, the Company has classified its debt and
marketable equity securities in one of three categories: trading,
available for sale, or held to maturity. Trading securities are
bought and held principally for the purpose of selling them in the
near term. No investment securities within the portfolio are
considered trading. Held to maturity securities are those securities
for which the Company has the ability and intent to hold until
maturity. All other securities not included in held to maturity are
classified as available for sale.

Available for sale securities are recorded at fair value. Held to
maturity securities are recorded at cost, adjusted for the
amortization or accretion of premiums or discounts. Unrealized
holding gains and losses, net of the related tax effect, on available
for sale securities are not included in earnings and are reported as a
separate component of stockholders' equity until realized.

A decline in the market value of any available for sale or held to
maturity security below cost that is deemed other than temporary
results in a charge to earnings and the establishment of a new cost
basis for the security.

Premiums and discounts are amortized or accreted over the life of the
related security as an adjustment to yield using a method that
approximates the interest method. Dividend and interest income are
recognized when earned. Realized gains and losses for securities
classified as available for sale and held to maturity are included in
earnings and are derived using the specific identification method for
determining the cost of securities sold.

Investment securities at December 31, 1993, are stated at cost
adjusted for amortization of premium and accretion of discount, which
are calculated using a method that approximates the interest method.
These investment securities include all debt and marketable equity
securities for which the Company has both the intent and ability to
hold maturity.

LOANS AND ASSETS ACQUIRED IN FORECLOSURE

Loans are generally carried at amounts advanced less payments
received. Interest income is recorded on discounted loans by use of a
method which produces a reasonable approximation of constant yield on
the outstanding principal. Interest income is accrued as earned on
non-discounted loans except where substantial doubt exists as to the
ultimate collectibility of the accrued interest, in which case no
accrual of interest is made.

Loans on which the accrual of interest has been discontinued are
designated as non-accrual loans. Accrual of interest on loans is
discontinued either when reasonable doubt exists as to the full,
timely collection of interest or principal, or when a loan becomes
contractually past due by ninety days or more with respect to
principal or interest. When a loan is placed on non-accrual status,
all interest previously accrued but not collected is reversed against
current period income. Income on such loans is then recognized only
to the extent that cash is received and where the future collection of
principal is probable. Accruals are resumed on loans only when they
are brought fully current with respect to interest and principal and
when, in the judgment of management, the loan is estimated to be fully
collectible as to both principal and interest.

The allowance for possible loan losses is maintained at levels which
management considers necessary to reflect the credit risks of the loan
portfolio. For financial reporting purposes, the provision to be
charged as an operating expense is based on an assessment of specific
problem loans, local economic conditions, past due loan loss
experience and such other factors which in management's judgment
deserve current recognition necessary to maintain the allowance at an
adequate level.

-16-
<PAGE> 17

Real estate and other assets acquired through foreclosure are recorded
at fair value as of that date. Fair value is based on independent
appraisals and other relevant factors. This value becomes the asset's
new "cost". After foreclosure, these assets are carried at the lower
of "cost" or fair value minus estimated costs to sell. Any subsequent
write-downs are charged against noninterest expense. Operating
expenses of such properties, net of related income, and gains and
losses on their disposition are included in noninterest expense.

While management uses all available information to recognize losses on
loans and assets acquired in foreclosure, future losses may become
necessary based on changes in economic conditions, particularly in the
local economies in which the Company operates. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the Company's allowance for possible loan losses
and carrying values of assets acquired in foreclosure. Such agencies
may require the Company to recognize additional losses based on their
judgments about information available to them at the time of their
examination.

The Financial Accounting Standards Board ("FASB") has issued Statement
of Financial Accounting Standards No. 114 (SFAS 114), "Accounting by
Creditors for Impairment of a Loan" and Statement of Financial
Accounting Standards No. 118 (Statement 118), "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures."
Statement 114 requires that impaired loans within its scope be
measured based on the present value of expected future cash flows
discounted at the loan's effective interest rate, the loan's
observable market price, or the fair value of the collateral if the
loan is collateral dependent. If the resulting measurement is less
than the recorded investment in the loan, the creditor recognizes
impairment through a valuation allowance. Statement 118 amends
Statement 114 by eliminating specified accounting for interest income
on impair loans and by clarifying the disclosure requirements about
impaired loans. The Company will prospectively adopt the provisions
of Statement 114 and Statement 118, in preparing its 1995 financial
statements. The impact of the statement is not expected to have a
material effect on the Company's consolidated financial statements.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated
depreciation. Depreciation is charged to operating expense and is
computed by use of the straight-line method over the estimated useful
lives of the depreciable assets. The estimated useful lives are 2 to
40 years for buildings and improvements, and 3 to 20 years for
furniture, fixtures and equipment. Maintenance and repairs are
charged directly to expense as incurred while improvements are
capitalized. When assets are retired or otherwise disposed of, the
cost and applicable accumulated depreciation are removed from the
respective accounts and the resulting gain or loss is reflected in
operations.

INCOME TAXES

The Company files a consolidated income tax return with its
subsidiaries. The Company's subsidiaries are charged for income taxes
attributable to their taxable income and reimbursed for any tax
benefit resulting from their tax losses and tax credits utilized by
the Company to reduce consolidated taxable income.

Effective January 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 (Statement 109),
"Accounting for Income Taxes" and reported the cumulative effect of
that change in the method of accounting for income taxes in the 1993
consolidated statement of operations. Under Statement 109 deferred
tax assets and liabilities are recognized for the future 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
measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be
recovered 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.

-17-
<PAGE> 18

COMPUTATION OF EARNINGS PER SHARE

Earnings per share are based on the weighted average number of shares
of common stock outstanding (after reduction for treasury shares)
during the year after considering cumulative preferred stock
dividends. Cumulative preferred stock dividends accrue annually at
approximately $392,000.

EXCESS OF COST OVER ASSETS ACQUIRED

Included in other assets is a purchased core deposit intangible asset
(premium) related to the purchase of UB in 1984. The UB core deposit
asset is being amortized over 11.6 years, the estimated life of the
asset based on a study of the benefit expected to be received from the
acquisition of UB's core deposits. At December 31, 1994, the
unamortized balance included in other assets approximated $147,000.

2. INVESTMENT SECURITIES

As discussed in note 1, the Company adopted Statement 115 as of January 1,
1994. The net effect of this change in accounting principle of $170,063, net
of deferred taxes, was determined as of January 1, 1994, and is reported as a
separate component of stockholders' equity.

Management believes there has been no permanent impairment in the value of the
Company's investment securities.

Investment securities at December 31, 1994, consist of (in thousands):

<TABLE>
<S> <C>
Available for sale, at fair value .......................... $ 7,137

Held to maturity, at amortized cost......................... 23,451
------

$30,588
=======
</TABLE>

The amortized cost, gross unrealized holding gains, gross unrealized holding
losses, and fair value for available for sale and held to maturity securities
by major security type at December 31, 1994 were as follows (in thousands):
<TABLE>
<CAPTION>
--------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED COST UNREALIZED UNREALIZED MARKET
GAINS LOSSES VALUE
--------------------------------------------------------
<S> <C> <C> <C> <C>
Available for sale:
U.S. Treasury securities . . . . . . . . . . . $ 829 - (11) 818
Mortgage-backed securities 6,570 - (251) 6,319
-------------------------------------------------------
. . . . . . . . . . . . . . . . . . . . . . $ 7,399 - (262) 7,137
=======================================================
Held to maturity: $ 1,264 - (78) $1,186
U.S. Treasury securities . . . . . . . . . . .
Securities of other U.S. government agencies . 747 - (62) 685
State & Municipals . . . . . . . . . . . . . . 9,972 3 (545) 9,430
-------------------------------------------------------
11,983 3 (685) 11,301
Mortgage-backed securities 11,468 6 (490) 10,984
=======================================================
$ 23,451 9 (1,175) 22,285
=======================================================
</TABLE>

-18-
<PAGE> 19

The amortized cost, gross unrealized gains, gross unrealized losses and fair
value of investment securities at December 31, 1993, were as follows:
<TABLE>
<CAPTION> -------------------------------------------------------------
GROSS GROSS FAIR VALUE
AMORTIZED COST UNREALIZED UNREALIZED
GAINS LOSSES
-------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury securities . . . . . . . . . . . $3,383 259 - 3,642
States and municipals 5,811 121 (42) 5,890
-----------------------------------------------------
9,194 380 (42) 9,532
Mortgage-backed securities 20,600 198 (119) 20,679
-----------------------------------------------------
29,794 578 (161) 30,211
=====================================================
</TABLE>
The amortized cost and fair value of investment securities at December 31,
1994, by contractual maturity, in thousands, are shown below. Expected
maturities will differ from contractual maturities because issuers of
investment securities may have the right to call or prepay obligations.

<TABLE>
<CAPTION>
Amortized Fair Value
Cost
-----------------------------
<S> <C> <C>
Available for sale:
Due after one year through five years . . . . . . . . . . . . . . . . . . . . $ 829 818
Mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . 6,570 6,319
-------------------------
$ 7,399 7,137
=========================
Available for sale:
Due in one year of less . . . . . . . . . . . . . . . . . . . . . . . . . . . $527 523
Due after one year through five years 6,785 6,455
Due after five years through ten years 4,335 4,013
Due after ten years 336 310
-------------------------
11,983 11,301
Mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . 11,468 10,984
-------------------------
$ 23,451 22,285
=========================
</TABLE>
Proceeds from sales of investment securities and gross realized gains and
losses form such sales are stated below, in thousands. There were no gross
losses realized. All 1994 sales were investments classified as available for
sale.

<TABLE>
<CAPTION>
Years ended December 31,
------------------------------------------
1994 1993 1992
------------------------------------------
<S> <C> <C> <C>
Proceeds from sales . . . . . . . . . . . . . . . . . . . . . . . $ 3,329 - 1,830
==========================================
Gross realized gains . . . . . . . . . . . . . . . . . . . . . . 104 -
==========================================
</TABLE>

Investment securities have a carrying value of approximately $14,656,000 and
$16,310,000 at December 31, 1994 and 1993, respectively, were pledged to secure
public funds on deposit and for other purposes required by law.

-19-
<PAGE> 20

3. LOANS

A summary of the Company's loans is as follows:

<TABLE>
<CAPTION>
December 31
---------------------------
1994 1993
---------------------------
(In thousands)
<S> <C> <C>
Commercial, financial and agricultural . . . . . . . . . . . . . . . . . . . $ 11,917 13,953
Real estate - construction . . . . . . . . . . . . . . . . . . . . . . . . . 1,556 1,860
Real estate - mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,708 13,236
Credit card receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 625 719
Installment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,168 7,239
--------------------------
Total loans $ 41,974 37,007
==========================
</TABLE>

At December 31, 1994 and 1993, loans on which interest had ceased to be accrued
approximated $178,000 and $481,000, respectively. Had the accrual status of
these been normal, approximately $47,000 and $42,000 of additional interest
would have been earned in 1994 and 1993, respectively. At December 31, 1994
and 1993, there were no commitments to lend additional funds to borrowers with
loans on which the accrual of interest has been discontinued.

At December 31, 1994 and 1993, loans to officers, directors, their immediate
families and companies in which they own a significant interest aggregated
approximately $151,000 and $148,000, respectively. During 1994 approximately
$78,000 of loan advances were made, and repayments totaled $75,000. In
management's opinion, such transactions were made on the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than normal risk.

The Company grants commercial, real estate, and consumer loans to customers
principally in the state of Oklahoma. Although the Company has a diversified
loan portfolio, the majority of its customers consist of individual and
corporate borrowers in eastern Oklahoma county.

Maturity and rate sensitivity distribution of loans at December 31, 1994 is as
follows:

<TABLE>
<CAPTION>
One Year One to Over Five
or Less Five Years Years Total
---------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C>
Commercial, financial and agricultural . . . . $ 8,301 3,385 231 11,917
Real estate-construction . . . . . . . . . . . 1,502 54 - 1,556
Real estate-mortgage . . . . . . . . . . . . . 1,790 13,908 4,010 19,708
Credit card receivables . . . . . . . . . . . . 625 - - 625
Installment . . . . . . . . . . . . . . . . . . 1,178 6,518 472 8,l68
---------------------------------------------------------
Total . . . . . . . . . . . . . . . . . . $ 13,396 23,865 4,713 41,794
=========================================================
Interest sensitivity of loans by maturity:
Predetermined rate . . . . . . . . . . . . . 5,220 19,423 1,872 26,515
Variable rate . . . . . . . . . . . . . . . 8,176 4,442 2,841 15,459
---------------------------------------------------------
Total . . . . . . . . . . . . . . . . . . $ 13,396 23,865 4,713 41,974
=========================================================
</TABLE>

-20-
<PAGE> 21

4. ALLOWANCE FOR LOAN LOSSES

A summary of transactions in the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
Years ended December 31,
1994 1993 1992
---------------------------------------
(In thousands)
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . . . . . . . . . . . $437 469 495
Provisions charged to expense . . . . . . . . . . . . . . . . . . 90 236 128
Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . 123 19 33
Loans charged off (91) (287) (187)
---------------------------------------
Balance at end of period $559 437 469
=======================================
</TABLE>
5. PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
<TABLE>
<CAPTION>
December 31,
--------------------------
1994 1993
--------------------------
(In thousands)
<S> <C> <C>
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 751 751
Bank buildings and equipment . . . . . . . . . . . . . . . . . . . . . . . . 5,601 5,370
Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 713 626
--------------------------
7,065 6,747
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . 3,014 2,637
--------------------------
$ 4,051 4,110
==========================
</TABLE>

6. DEPOSITS

Included in interest bearing deposits are certificates of deposit in amounts of
$100,000 or more. These certificates and their remaining maturities at
December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
December 31,
--------------------------
1994 1993
--------------------------
(In thousands)
<S> <C> <C>
3 months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,555 6,975
Over 3 months through 6 months . . . . . . . . . . . . . . . . . . . . . . . 1,446 1,690
Over 6 months through 12 months . . . . . . . . . . . . . . . . . . . . . . . 1,314 1,582
Over 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198 100
---------------------------
$ 11,513 10,347
===========================
</TABLE>

The interest expense on these deposits approximated $375,000 and $386,000 for
the years ended December 31, 1994 and 1993, respectively.

-21-
<PAGE> 22

7. SECURITIES SOLD UNDER REPURCHASE AGREEMENT

Securities sold under repurchase agreement during 1994 consisted of a
mortgage-backed security. Under this agreement, the Company sold and will
repurchase the same security upon maturity of the agreement. The agreement
matures in less than one month. This was the only agreement entered into
during 1994. The mortgage-backed security has a book value, including accrued
interest, of approximately $2,000,000 and a market value of approximately
$1,927,000 at December 31, 1994. The transaction is accounted for as a
collateralized borrowing with an effective interest rate of 6.1%.

8. LONG-TERM DEBT

9. OTHER NON-INTEREST EXPENSE
<TABLE>
<CAPTION>
Years ended December 31,
------------------------------------------
1994 1993 1992
------------------------------------------
(In thousands)
<S> <C> <C> <C>
Outside service expense . . . . . . . . . . . . . . . . . . . . . $ 181 161 166
Advertising and business development . . . . . . . . . . . . . . 156 94 78
Postage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 57 61
Stationery, printing and supplies . . . . . . . . . . . . . . . . 83 71 82
Collection expense 56 107 76
Data processing expense . . . . . . . . . . . . . . . . . . . . . 112 124 142
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 451 512 416
-----------------------------------------
$ 1,104 1,126 1,021
=========================================
</TABLE>
10. INCOME TAXES

As discussed in note 1, the Company adopted Statement 109 as of January 1,
1993. The cumulative effect of this change in accounting for income taxes of
$116,000 was determined as of January 1, 1993 and is reported separately in the
consolidated statement of operations for the year ended December 31, 1993.

The components of income taxes are as follows:
<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------
1994 1993 1992
--------------------------------------
(In thousands)
<S> <C> <C> <C>
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . 228 208 12
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - 3
---------------------------------------
228 208 15
---------------------------------------
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . (14) 16 234
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 42 196
---------------------------------------
36 58 430
---------------------------------------
Income tax expense (benefit) . . . . . . . . . . . . . . . . $ 264 266 445
=======================================
</TABLE>

-22-
<PAGE> 23

The Company's tax provision on income before provision for income taxes differs
from a normal 34% tax rate as shown be low:
<TABLE>
<CAPTION>
Years ended December 31,
-------------------------------------------
1994 1993 1992
-------------------------------------------
(In thousands)
<S> <C> <C> <C>
Income before income taxes multiplied by 34% in 1994, 1993, and $ 372 313 372
1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Tax exempt interest . . . . . . . . . . . . . . . . . . . . . (158) (83) (29)
State income taxes, net of federal income tax benefit . . . . 33 28 35
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . 17 8 67
----------------------------------------
$ 264 266 445
========================================
</TABLE>
Cash paid for income taxes was approximately $291,000, $95,000 and $45,000 in
1994, 1993 and 1992, respectively. The tax effects of temporary differences
that give rise to significant portions of the deferred tax assets and deferred
tax liabilities at December 31, 1994 and 1993, are presented below (in
thousands):

<TABLE>
<CAPTION>
Deferred tax assets: 1994 1993
<S> <C> <C>
Other real estate, principally due to charge offs $30 74

Net operating loss carryforward - 33

Alternative minimum tax credit carryforward 97 81
------------------------
Total gross deferred tax assets before net unrealized holding loss on 127 188
investment securities available for sale

Deferred tax asset on net unrealized loss on investment
securities available for sale 104
------------------------
TOTAL gross deferred tax assets 231 188
------------------------
Deferred tax liabilities:

Property and equipment, principally due to difference in depreciation 549 527

Loans receivable, principally due to allowance for loan losses 828 823

Purchased core deposit intangible, principally due to difference in 53 106
amortization

Other - 98

Total gross deferred tax liabilities 1,430 1,554
------------------------
Net deferred tax liability 1,199 1,366
=========================
</TABLE>

A valuation allowance for deferred tax assets was not required as of the date
of the adoption of SFAS 109 or December 31, 1993, due to management's
expectation of the future reversal of deferred tax liabilities.

-23-
<PAGE> 24

The deferred income tax effects of timing differences between financial income
and taxable income for the years ended December 31, 1992, is as follows (in
thousands):

<TABLE>
<CAPTION>
1992
---------
<S> <C>
Tax depreciation less than financial depreciation . . . . . . . . . . . . . . $ (8)
Tax loan loss and other real estate provision in excess of (less than) financial
provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317
Utilization of tax net operating loss carryforward . . . . . . . . . . . . . 148
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (27)
---------
$ 430
=========
</TABLE>

At December 31, 1994, the Company has alternative minimum tax credit
carryforward of approximately $97,000 which is available to reduce future
federal income taxes, if any, over an indefinite period.

11. EMPLOYEE BENEFIT PLANS

The company sponsors a defined contribution 401(k) plan covering substantially
all employees under which employees' contributions may be partially matched by
the Company. The Company's contributions in 1994, 1993, and 1992 were $50,000,
$41,000, and $27,000, respectively.

12. RELATIONSHIPS WITH CERTAIN STOCKHOLDERS AND AFFILIATES

The Company and its subsidiaries, through common owners and/or directors, are
considered to be related parties for financial reporting purposes with one
other bank.

UB has sold loan loan participations to this bank totaling $169,000 and
$118,000 at December 31, 1994 and 1993, respectively.

-24-
<PAGE> 25

13. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET CREDIT RISK

The Company is a party to financial instruments with off-balance sheet credit
risk in the normal course of business to meet the financing needs of its
customers. These financial instruments include commitments to extend credit
and standby letters of credit. These instruments involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the consolidated
balance sheets. The contract amounts of those instruments reflect the extent
of involvement the Company has in particular classes of financial instruments.

The Company's exposure to credit loss in the event of nonperformance by one of
the other parties to the financial instruments for commitments to extend credit
and standby letters of credit is represented by the contractual amounts of
those instruments. The Company uses the same credit policies in making
commitments and conditional obligations as it does for on-balance sheet
instruments. Financial instruments whose contract amounts represent credit risk
at December 31 are as follows:

<TABLE>
<CAPTION>
Contract Amount
---------------
--------------------------
1994 1993
--------------------------
<S> <C> <C>
Commitments to extend credit $5,341,000 6,160,000

Standby letters of credit 948,000 916,000
</TABLE>
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments have fixed expiration dates or other termination clauses and may
require payment of a fee. Since some of the commitments may expire without
being drawn upon, the total commitment amounts do not necessarily represent
future cash requirements. The Company evaluates each customer's
creditworthiness on a case-by- case basis. The amount of the collateral
obtained if deemed necessary by the Company upon extension of credit is based
on management's credit evaluation of the customer. Collateral held varies but
may include certificates of deposit, accounts receivable, inventory, property
and equipment, real estate, livestock, and income producing properties.

Standby letters of credit are conditional commitments issued by the Company to
guarantee the performance of a customer to a third party. Those guarantees are
primarily issued to support private borrowing arrangements. All of the standby
letters of credit at December 31, 1994, are short-term guarantees; they expire
prior to December 31, 1995. The credit risk involved in issuing letters of
credit is essentially the same as that involved in extending loan facilities to
customers. When deemed necessary, the Company may hold a variety of collateral
to support these commitments similar to the types of collateral held for
commitments to extend credit.

-25-
<PAGE> 26

14. COMMITMENTS AND CONTINGENCIES

The Company, through its United Del City Tower subsidiary, leases excess office
space. Future minimum rentals for non- cancelable office leases, with initial
or remaining terms of one year or more consisted of the following at December
31, 1994:
<TABLE>
<CAPTION>
<S> <C>
1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 407,000
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 328,000
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229,000
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,000
</TABLE>

15. AGREEMENTS WITH BANK REGULATORS

The Company was operating under a written agreement with the Federal Reserve
Bank until March 1994, at which time the agreement was terminated and the
Company was released from the restrictions of the agreement.

16. REGULATORY CAPITAL REQUIREMENTS

United Bank is subject to certain regulatory capital regulations which require
the maintenance of certain levels of capital as a percentage of risk-adjusted
assets. These regulations define capital as either core capital (Tier 1) or
supplementary capital (Tier 2). Core capital consists primarily of common
shareholders' equity, while supplementary capital is comprised of preferred
stock, certain debt instruments, and a portion or, the allowance for loan
losses. At December 31, 1994, the required core capital is 4.00% and total
risk-based capital is 8.00%. UB's core and total risk- based capital exceed
regulatory guidelines at December 31, 1994 and 1993, respectively, and are as
follows:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Tier 1 capital (core) 13.05% 13.27%
Tier 2 capital (total risk-based) 14.11 14.21
</TABLE>

The payment of dividends by the subsidiaries is restricted by regulatory
capital requirements. At December 31, 1994, approximately $836,000 is
available from United Bank's retained earnings for distribution as a dividend
to the Company in 1995 without regulatory approval.

17. SUBSEQUENT EVENT

In January 1995, certain shareholders entered into a Stock Purchase Agreement
to sell their common and non-voting preferred stock in the Company to Ameribank
Corporation (Ameribank). The actual transfer of stock is scheduled to take
place subsequent to obtaining all requisite approval from regulatory agencies.
This purchase will transfer control to the Company to Ameribank.

-26-
<PAGE> 27

18. PARENT COMPANY FINANCIAL STATEMENTS

Following are the condensed financial statements for United Oklahoma
Bankshares, Inc. (Parent Company Only):
<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS
Years ended December 31,
------------------------------------------
1994 1993 1992
------------------------------------------
(In thousands)
<S> <C> <C> <C>
Income:
Dividend from UB . . . . . . . . . . . . . . . . . . . . . . . . 275 450 -
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 12
-----------------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 283 458 12
-----------------------------------------
Expenses:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 42 66
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 72 14
-----------------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . 26 114 80
-----------------------------------------
Income (loss) before income taxes, undistributed income of
subsidiaries and cumulative effect of change in accounting 257 344 (68)
principle . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . 7 40 (19)
-----------------------------------------
Income (loss) before undistributed income of subsidiaries and
cumulative effect of change in accounting principle . . . . .
264 384 (87)
Equity in undistributed income of subsidiaries . . . . . . . . . 565 271 735
-----------------------------------------
Income (loss ) before cumulative effect of change in accounting
principle . . . . . . . . . . . . . . . . . . . . . . . . . . 829 655 648
Cumulative effect of change in accounting principle . . . . . . . - 116 -
-----------------------------------------
Net income (loss) . . . . . . . . . . . . . . . . . . . . $ 829 771 648
=========================================
</TABLE>

BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
-------------------------
1994 1993
-------------------------
ASSETS (In thousands)
<S> <C> <C>
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . $ 68 359
Investment in UB at equity . . . . . . . . . . . . . . . . . . . . . . . . . 6,908 6,501
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 60
-------------------------
$ 7,036 6,920
=========================
LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses and other liabilities, principally deferred income taxes . . $ 87 181
Long term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 450
-------------------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 87 631
-------------------------
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,356 4,356
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,805 2,805
Additional paid-in capital 7,358 7,358
-------------------------
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,315) (7,144)
-------------------------
Net unrealized holding loss on investment securities available for sale
held by UB, net of deferred taxes (158) -
8,046 7,375
Less cost of common stock held in treasury (1,097) (1,086)
Net stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . 6,949 6,289
-------------------------
$ 7,036 6,920
=========================
</TABLE>

-27-
<PAGE> 28

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
-------------------------------------
1994 1993 1992
-------------------------------------
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . 829 655 648
Adjustments to reconcile net income to net cash provided by
operating activities:
Equity in undistributed income of subsidiaries . . . . . . (565) (271) (735)
Loss on sale of land . . . . . . . . . . . . . . . . . . . - 49 -
(Decrease) increase in other liabilities . . . . . . . . . (94) 151 349
--------------------------------------
Total adjustments . . . . . . . . . . . . . . . . . . . (659) (71) (386)
--------------------------------------
Net cash provided by (used in) operating activities . . . . . . . 170 584 262
--------------------------------------
Cash flows from investing activities:
Proceeds from sale of land . . . . . . . . . . . . . . . . . . - 93 -

Cash flows from financing activities:
Purchase of treasury stock (11) - -
Repayment of long-term debt . . . . . . . . . . . . . . . . . (450) (450) (500)
--------------------------------------
Net cash (used in) provided by financing activities . . . . . . . (461) (450) (500)
--------------------------------------
Net (decrease) increase in cash and cash equivalents . . . . . . (291) 227 (238)
--------------------------------------
Cash and cash equivalents at beginning of year . . . . . . . . . 359 132 370
--------------------------------------
Cash and cash equivalent at end of year . . . . . . . . . . . . . 68 359 132
======================================
</TABLE>

-28-
<PAGE> 29

INDEPENDENT AUDITORS' REPORT
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Board of Directors and Stockholders
United Oklahoma Bankshares, Inc.:

We have audited the accompanying consolidated balance sheets of United Oklahoma
Bankshares, Inc. (the Company) and subsidiaries as of December 31, 1994 and
1993, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1994. 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 audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the mounts and disclosures: in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of United Oklahoma
Bankshares, Inc. and subsidiaries as of December 31, 1994 and 1993, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1994, in conformity with generally
accepted accounting principles.

As discussed in note 1 to the consolidated financial statements, the Company
adopted the provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," in 1993 and No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," in 1994.

KPMG PEAT MARWICK

Oklahoma City, Oklahoma
February 17, 1995

-29-
<PAGE> 30

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

CONDENSED AVERAGE BALANCE SHEETS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------------------------------------
1994 1993
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AVERAGE ASSETS:
Cash and due from banks . . . . . . . . . . $ 2,605 3.33 % 2,543 3.23 %
Federal funds sold . . . . . . . . . . . . . 1,599 2.04 1,933 2.45
Investment securities . . . . . . . . . . . 31,869 40.76 33,197 42.14
Loans . . . . . . . . . . . . . . . . . . . 37,263 47.66 35,519 45.08
Less: Allowance for loan losses . . . . . . (534) (0.68) (468) (0.59)
Property and equipment, net . . . . . . . . 4,047 5.18 4,244 5.39
Accrued interest and other assets . . . . . 1,334 1.71 1,817 2.30
----------------------- -------------------
$ 78,183 100.00 % 78,785 100.00 %
======================= ===================
AVERAGE LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
Demand:
Individuals, partnerships and corporations 13,422 17.17 % 12,592 15.99
. . . . . . . . . . . . . . . . . . . . .
Money market checking . . . . . . . . . . 9,772 12.50 9,009 11.43
Savings and money market savings . . . . . 18,962 24.25 19,328 24.53
Time . . . . . . . . . . . . . . . . . . . 27,425 35.08 29,464 37.40
----------------------- -------------------
Total deposits . . . . . . . . . . . . . 69,581 89.00 70,393 89.35
Short-term borrowings . . . . . . . . . . . 79 0.10 18 0.03
Long-term debt . . . . . . . . . . . . . . . 97 0.12 635 0.80
Accrued interest and other liabilities . . . 1,771 2.27 1,851 2.35
----------------------- -------------------
Total liabilities . . . . . . . . . . . 71,528 91.49 72,897 92.53
----------------------- -------------------
Stockholders' equity:
Preferred stock . . . . . . . . . . . . . 4,356 5.57 4,356 5.53
Common stock . . . . . . . . . . . . . . . 2,805 3.59 2,805 3.56
Additional paid-in capital . . . . . . . . 7,358 9.41 7,358 9.34
Accumulated deficit . . . . . . . . . . . (6,779) (8.67) (7,545) (9.58)
Net unrealized holding gain on investment
securities available for sale, net of deferred
taxes 3 0.00 - -
----------------------- -------------------
7,743 9.90 6,974 8.85
Less cost of common stock held in treasury
(1,088) (1.39) (1,086) (1.38)
----------------------- -------------------

Net stockholders' equity . . . . . . . . 6,655 8.51 5,888 7.47
----------------------- -------------------
78,183 100.00 % 78,785 100.00 %
======================= ===================
</TABLE>

-30-
<PAGE> 31

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ANALYSIS OF NET INTEREST INCOME

<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------------------------------------
1994 1993
--------------------------------------------------------------------
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earning Assets:
Investment securities . . . . . . . .
Taxable 22,387 1,331 5.59 % 29,412 1,767 6.00 %
Non-taxable 9,477 398 4.20 3,785 169 4.49
--------------------------------------------------------------------
31,864 1,729 5.43 33,197 1,936 5.83
Federal funds sold . . . . . . . . . . 1,599 60 3.75 1,933 56 2.90
Loans, net of unearned discount (2) . 37,263 3,371 9.05 35,519 3,243 9.13
--------------------------------------------------------------------
Total earning assets/total interest income $70,726 5,160 7.30 % 70,649 5,235 7.41 %
====================================================================
Interest Bearing Liabilities:
Interest bearing deposits . . . . . 56,159 1,791 3.19 % 57,801 1,804 3.12 %
Short-term borrowings . . . . . . . 79 4 5.06 18 1 5.56
Long-term debt . . . . . . . . . . . 97 6 6.19 635 42 6.61
--------------------------------------------------------------------
Total interest bearing liabilities/total
interest expense . . . . . . . . . 56,335 1,801 3.20 % 58,454 1,847 3.16 %
====================================================================

Differentials/net interest income . . . . . 14,391 3,359 4.10 % 12,195 3,388 4.25 %
====================================================================
Net interest income as reported/net interest
yield on interest earning assets . . 4.75 % 4.80 %
====================================================================
</TABLE>
(1) The amortized cost is used in the average balance calculation.

(2) Loans, classified as non-accruing at included in the average balance
calculation.

-31-
<PAGE> 32

SELECTED STATISTICAL, INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

LOAN CONCENTRATIONS

<TABLE>
<CAPTION>
December 31, 1994
-----------------------------
Percent
Amount of Total
-----------------------------
<S> <C> <C> <C>
Commercial, financial and agricultural . . . . . . . . . . . $ 11,917 28.40 %
Real estate-construction . . . . . . . . . . . . . . . . . . 1,556 3.71
Real estate-mortgage . . . . . . . . . . . . . . . . . . . . 19,708 46.95
Credit card receivables . . . . . . . . . . . . . . . . . . . 625 1.49
Installment . . . . . . . . . . . . . . . . . . . . . . . . . 8,168 19.45
-----------------------------
Total loans . . . . . . . . . . . . . . . . . . . . . . $ 41,974 100.00 %
===============================
</TABLE>
- ----------------
Participations purchased amounting to $165,000 at December 31, 1994 are
included in commercial. In addition, it should be noted that certain
commercial loans may be secured by real estate.

-32-
<PAGE> 33

SELECTED STATISTICAL INFORMATION
UNITED 0KLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
Years ended December 31
--------------------------
1994 1993
--------------------------
(In thousands)
<S> <C> <C>
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . $ 437 469
Charge-offs:
Commercial, financial and agricultural . . . . . . . . . . . . . . . (82) (264)
Installment . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9) (23)
--------------------------
Total charge-offs . . . . . . . . . . . . . . . . . . . . . . . (91) (287)
--------------------------
Recoveries:
Commercial, financial and agricultural . . . . . . . . . . . . . . . 109 19
--------------------------
Installment 14 -
--------------------------
Total recoveries . . . . . . . . . . . . . . . . . . . . . . . . 123 19
--------------------------
Net charge-offs (charge-offs) . . . . . . . . . . . . . . . . . . . . . . 32 (268)
Additions charged to operating expense . . . . . . . . . . . . . . . . . 90 236
--------------------------
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . $ 559 437
==========================
Total average loans, net of unearned discount . . . . . . . . . . . . . . $ 37,263 35,519
==========================
Ratio of net charge-offs to total average loans,
net of unearned discount . . . . . . . . . . . . . . . . . . . . . . . (0.09)% 0.75%
==========================
Total loans, net of unearned discount . . . . . . . . . . . . . . . . . . $ 41,960 36,946
==========================
Ratio of allowance for loan losses to total loans,
net of unearned discount . . . . . . . . . . . . . . . . . . . . . . 1.33% 1.18%
==========================
</TABLE>

-33-
<PAGE> 34

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
Years ended December 31
----------------------------------------------------------------
1994 1993
----------------------------------------------------------------
% OF LOANS IN % OF LOANS IN
EACH CATEGORY EACH CATEGORY
AMOUNT Amount
(In thousands)
<S> <C> <C> <C> <C> <C>
Commercial, financial and agricultural $ 122 28.40 % 73 37.44 %
Real estate-construction 1 3.71 4 5.29
Real estate-mortgage 13 46.95 99 35.51
Credit card receivables and installment - 20.94 - 21.76
----------------------------- -------------------------
Total 136 100.00 % 176 100.00 %
======= =============
Unallocated 423 261
--------------
Total allowance $559 437
============== =====
</TABLE>
- ------------------------
The basis allocation of the allowance for loan losses is a review of individual
loans, based on the bank's credit review and grading system, for possible
exposure to loss, except for credit card and installment loans whose allocation
is based primarily on historical net charge-off experience. The unallocated
portion of the allowance provides for unforeseen credit risk exposure. The
specific allocation of the allowance, therefore, represents only a numerical
evaluation of identified risks in the portfolio at a point in time and does not
necessarily represent anticipated charge-offs.

-34-
<PAGE> 35

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

MATURITY DISTRIBUTION OF INVESTMENT SECURITIES

<TABLE>
<CAPTION>
Within One Year After One Year After Five Years
But Within But Within
Five Years Ten Years

Amount Yield Amount Yield Amount Yield
<S> <C> <C> <C> <C> <C>
December 31, 1994
U.S. Treasury securities $ - - % 2,093 6.09 % - - %
Securities of other U.S.
government agencies 747 5.75
Mortgage-backed securities - - - - - -
State & municipals 527 2.91 4,774 4.07 4,335 4.50
--------------------------------------------------------------
Total amount/yield 527 2.91 % 7,614 4.81 % $4,335 4.50 %
==============================================================

December 31, 1993
U.S. Treasury securities $ - - % 3,383 7.39 % - -
Mortgage-backed securities - - - - - -
--------------------------------------------------------------
State & municipals - - 2,325 3.71 3,050 4.64
--------------------------------------------------------------
Total amount/yield $ 5,708 7.17 % 3,050 4.64 %
--------------------------------------------------------------
==============================================================

Average
After Maturity
Ten Years Total (In Years)
Amount Yield Amount Yield %
<S> <C> <C> <C> <C> <C>
December 31, 1994
U.S. Treasury securities - - % 2,093 6.09 %
Securities of other U.S.
government agencies 747 5.75
Mortgage-backed securities - - 18,038 6.40
State & municipals 336 4.37 9,972 4.21
------------------------------------------------------
Total amount/yield $ 336 4.37 % $30,850 5.65 % 15.58
======================================================

December 31, 1993
U.S. Treasury securities - - $ 3,383 7.39 %
Mortgage-backed securities - - 20,600 5.56
State & municipals 436 6.20 5,811 4.39
------------------------------------------------------
Total amount/yield 436 6.20 % $29,794 5.54 % 18.51
------------------------------------------------------
======================================================
</TABLE>

*Includes contractual maturities of mortgage-backed securities which may vary
significantly from actual cash flows due to prepayments.

(1) The amortized cost of investment securities are represented in this table.

DISTRIBUTION OF AVERAGE DEPOSITS

<TABLE>
<CAPTION> -----------------------------------------------------------------------
Years ended December 31,
----------------------- --------------------------------
1994 1993
----------------------- ----------------------
Average Average
----------------------- ----------------------
Amount Rate Amount Rate
----------------------- ----------------------
<S> <C> <C> <C> <C> <C>
Demand:
Individuals, parties hips and corporations. . $ 13,422 - % $ 12,592 - %
Money market checking . . . . . . . . . . . . . 9,772 2.49 9,009 2.55
Savings and money market savings . . . . . . . 18,962 2.83 19,328 2.90
Time of less than $100',000 16,853 3.75 17,089 3.67
Tune of $100,000 or more 10,572 3.55 12,375 3.12
------------------------- ----------------------------
$ 69,581 2.57 % $ 70,393 2.56 %
------------------------- ----------------------------
</TABLE>

-35-
<PAGE> 36

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

SHORT-TERM BORROWINGS

The following table summarizes information with respect to certain short-term
borrowings for the years indicated.

<TABLE>
<CAPTION>
Amount Outstanding End Maximum Average Amount
of Year Amount Outstanding
---------------------- ----------------------
Average Outstanding Average
Interest at any Interest
Amount Rate Month End Amount Rate
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1994
Federal funds purchased and securities sold under $1,500
repurchase agreement 6.13% $1,500 $79 4.26%
===============================================================
1993
Federal funds purchased and securities sold - - - 18 2.93%
===============================================================
1992
Federal funds purchased and securities sold - - 1,000 17 5.88%
===============================================================
</TABLE>

____________________________________
RETURN ON EQUITY AND ASSETS
<TABLE>
<CAPTION>

Years Ended December 31,
------------------------------
1994 1993 1992
------------------------------
<S> <C> <C> <C>
Ratio of net income to:
Average earning assets . . . . . . . . . . . . . . . . . . . . . . 1.18% 1.09 1.00%
Average total assets . . . . . . . . . . . . . . . . . . . . . . . . 1.06 0.98 0.87
Average stockholders' equity . . . . . . . . . . . . . . . . . . . . 12.46 13.09 3

Ratio of average stockholders' equity to:
Average total assets 8.51 7.47 7.04
Average total loans . . . . . . . . . . . . . . . . . . . . . . . . 17.86 16.58 15.96

Dividend payment ratio . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A
</TABLE>

-36-
<PAGE> 37

DIRECTORS AND EXECUTIVE OFFICERS
UNITED OKLAHOMA BANKSHARES, INC.

JOHN N. AINSWORTH, 86. Director of the Company since 1982 - term expiring in
1995. Mr. Ainsworth, formerly a senior bank executive, is retired.

WILLIS WHEAT, 69. Director of the Company since 1989 - term expiring in 1997.
Mr. Wheat is past Dean of The Meinders School of Business Education at
Oklahoma City University. Prior to that time, Mr. Wheat was Executive Vice
President at Liberty National Bank, N.A., in Oklahoma City from 1964 to
1987.

WILLIAM P. DOWLING, 60. President and Director of UB since February 1989.
Prior to that time Mr. Dowling served as Executive Vice President of
Liberty National Bank. N.A. in Oklahoma City, since 1959.

JUNE A. O'STEEN, 58. Senior Vice President of UB, and Principal Accountant for
the Company since June, 1989. Prior to that time Ms. O'Steen was Senior
Vice President and General Auditor of UB, since 1984, and the Company,
since 1980.

GLADYS TUCKER, 83, newly elected Director during 1994. Ms. Tucker is the
principal common stockholder. Ms. Tucker served as a Director on the Board
of Will Rogers Bank in Oklahoma City from 1979 to 1992.

-37-
<PAGE> 38

EXECUTIVE COMPENSATION

DIRECTORS. Directors of the Company received $200 for every Board meeting
attended in 1994 with the exception of the Chairman of the Board who did not
receive compensation for attendance at the Board meetings until June of 1994.
In 1994, non management UB directors each received $200 for every Board meeting
attended and nonmanagement UB directors received $150 for Executive Committee
meetings and all other committee meetings attended. In 1994, management UB
directors received $200 for every Board meeting after June 1994.

EXECUTIVE OFFICERS. The total cash compensation paid to the Company's Chairman
of the Board and Chief Executive Officer and to each of the Company's and its
subsidiaries' most highly compensated executive officers whose cash
compensation exceeded $100,000 for services rendered in all capacities to the
Company and its subsidiaries during the three years ended December 31, 1994,
1993 and 1992 is as follows:

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------

NAME AND PRINCIPAL POSITION YEAR SALARY $(1) BONUS $
- --------------------------- ---- -------- -------
<S> <C> <C> <C>
Morrison G. Tucker 1994 12,500(2) 0
Chairman of the Board of the Company 1993 30,000(2) 0
and UB through April, 1994 1992 30,000(2) 0

William P. Dowling 1994 106,600 300
President and Chief Executive Officer 1993 103,500 300
of UB 1992 100,000 250

Willis J. Wheat 1994 12,650 0
Chairman of the Board of the Company and
UB April 1994 through December 1994
</TABLE>

CERTAIN TRANSACTIONS

All transactions entered into between the Company or UB and any officer,
director or controlling shareholder of the Company are made on terms no less
favorable to the Company or UB than could be obtained from unaffiliated
parties. It is the policy of the Company that transactions with and loans to
officers and directors be approved by a majority of the directors of the
Company other than those with an interest in the transaction or loan.

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

(1)Excludes the cost to the Company of other compensation which, with respect to
any named individual, does not exceed the lesser of $50,000 or 10% of the
annual salary and bonus.

(2)Mr. Tucker's compensation consisted of a consulting fee paid to him monthly
in the amount of $2,500 through May 1994.

-38-
<PAGE> 39

SECURITY OWNERSHIP BY MANAGEMENT
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF CLASS
COMMON 9% COMMON 9%
PREFERRED PREFERRED
------ --------- ------ ---------
<S> <C> <C> <C> <C>
John N. Ainsworth 30,000(1) 1,924(1) 1.18% 1.33%

Morrison G. Tucker Estate 261,251 36,998(2) 10.32% 25.48%

All officers and directors as a group 291,251 38,922 11.50% 26.85%
- --------------
</TABLE>
(1) Includes 1,200 shares of common stock and 34 shares of 9% preferred stock
held of record and beneficially owned by Mr. Ainsworth's wife.

(2) Includes 36,998 shares of 9% preferred stock held of record and
beneficially owned by Mr. Tucker's wife.

-39-
<PAGE> 40

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the name and address of each shareholder who
beneficially owns more than 5% of the Company's common stock, the number of
shares beneficially owned by each, and the percent of outstanding common stock
so owned as of December 31, 1994. Unless otherwise indicated, each person has
sole voting and investment power with respect to the shares beneficially owned.

<TABLE>
<CAPTION>
Number of Percent
Name and Address Shares of Class
- ---------------- ------ --------
<S> <C> <C>
John G. Tucker 260,000 10.27%
524 East 84th Street
New York, New York

Morrison G. Tucker
2403 Northwest Grand Blvd. 261,142 10.32%
Oklahoma City, Oklahoma

Suzanne Tucker-Fong 150,716 5.95%
P O Box 82958
Oklahoma City, Oklahoma
</TABLE>

-40-
<PAGE> 41

CERTAIN TRANSACTIONS

In the ordinary course of business, United Bank ("UB") has had banking
transactions with some of the directors, executive officers and controlling
shareholders of the Company. UB expects to have such banking transactions in
the future. All such loans are and have been made in compliance with
applicable laws, in the ordinary course of business and on substantially the
same terms (including interest rates and collateral) as those prevailing at the
time for comparable transactions with unaffilliated persons. In the opinion of
management, no such loan did involve more than the normal risk of
collectibility or present any other unfavorable features.

-41-
<PAGE> 42

SIGNATURES

UNITED OKLAHOMA BANKSHARES, INC.

By: /s/Willis J. Wheat Willis J.
------------------------------
Wheat, Chairman, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has linen signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE

/s/Willis J. Wheat Chairman of the Board and President
- ----------------------------------
Morrison G. Tucker

/s/June A. O'Steen Principal Accountant March 27, 1995
- ----------------------------------
June A. O'Steen

/s/John N. Ainsworth Director
- ----------------------------------
John N. Ainsworth

/s/Willis Wheat Director
- ----------------------------------
Willis Wheat

* By: Willis J. Wheat
------------------------
Willis J. Wheat
</TABLE>

* As Attorney in fact pursuant to Power
of Attorney filed as Exhibit 25

-42-
<PAGE> 43

FORM 10-K CROSS REFERENCE SECTION

<TABLE>
<S> <C> <C> <C>
Part I Item 1 Business 2
Item 2 Properties 2
Item 3 Legal Proceedings 2
Item 4 Submission of Matters to a Vote of Security Holders (during the *
fourth quarter of 1993)

Part II Item 5 Market for the Company's Common Stock and Related Stockholder 3
Matters
Item 6 Selected Financial Data 4
Item 7 Management's Discussion and Analysis of Financial Condition and 5-11
Results of Operations
Item 8 Financial Statements and Supplementary Data 12-36
Item 9 Disagreements on Accounting and Financial Disclosure *

Part III Item 10 Directors and Executive Officers and Corporations 37
Item 11 Executive Compensation 38
Item 12 Security Ownership of Certain Beneficial Owners and Management 39,40
Item 13 Certain Relationships and Related Transactions 41

Part IV Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) Financial Statements: 29
o Independent Auditors' Report 12
o Consolidated Statements of Operations - years ended 13
December 3, 1993, 1992, and 1991
o Consolidated Balance Sheets 14
December 31, 1993 and 1992
o Consolidated Statements of Changes in Stockholders' 15
Equity - years ended December 31, 1993, 1992, and 1991
o Consolidated Statements of Cash Flows - years ended 15
December 31, 1993, 1992, and 1991
o Notes to Consolidated Financial Statements - years 16-28
ended December 31, 1993, 1992, and 1991
(2) Financial Statement Schedules:
o All schedules normally required by Form 10-K are
omitted since they are either not applicable or the
required information is shown in the consolidated
financial statements or the notes thereto.
</TABLE>

-43-
<PAGE> 44

<TABLE>
<S> <C> <C>
(a) (3) Exhibits:
(3) Exhibits:
3 Articles of incorporation and bylaws (filed as **
Exhibit 3(a) and 3(b) to Company's Registration
Statement No. 2-85935, "Registration Statement")
4 Instruments defining the rights of security holders, **
including indentures (filed as Exhibit 3(a) to
Company's Registration Statement
10 Material Contracts: **
(a) United Oklahoma Bankshares, Inc. Incentive Stock **
Option Plan of 1982 (filed as Exhibit 10(a) to
Company's Registration Statement)
(b) Forms of United Oklahoma Bankshares, Inc. **
Incentive Stock Option Agreements (filed as
Exhibit 10(b) to Company's Registration Statement
(c) United Oklahoma Bankshares, Inc. Employee Stock **
Ownership Plan and Trust of 1982 (filed as
Exhibit 10(c) to Company's Registration Statement
(d) Stockholders' resolutions establishing United **
Oklahoma Bankshares Employees' Stock Purchase
Plan of 1983 (filed as Exhibit 10(d) to Company's
Registration Statement
(e) Form of agreements relating to stock purchased **
under the United Oklahoma Bankshares Employees'
Stock Purchase Plan of 1983 (filed as Exhibit
10(e) to Company's Registration Statement)
(f) Letter Agreement, dated April 26, 1982, between **
United Oklahoma Bankshares, Inc. and Fort Worth
National Bank, as amended (filed as Exhibit 10(1)
to Company's Registration Statement)
(g) Promissory Note and Security Agreement, dated **
April 29, 1982, between United Oklahoma
Bankshares, Inc. Employee Stock Ownership Plan
and Trust of 1982 and The Fort Worth National
Bank (filed as Exhibit 10(m) to Company's
Registration Statement)
</TABLE>

-44-
<PAGE> 45

<TABLE>
<S> <C> <C>
(a) (3) Exhibits:
10 Material Contracts: **
(h) Deposit Insurance Transfers and Asset Purchase **
Agreement, dated May 11, 1984, between United
Oklahoma Bankshares, Inc., as agent for United
Del City Bank, and the Federal Deposit Insurance
Corporation (filed as Exhibit to Form 8-K dated
May 25, 1984
(i) Stock Purchase Agreement between United Del City **
Bank and United Oklahoma Bank (filed as
Exhibit 10 to Form 10-K dated December 31, 1986)
(j) Accounts Receivable Purchase Agreement between **
United Del City Bank and United Oklahoma Bank
(filed as Exhibit 10 to Form 10-K dated
December 31, 1986)
22 Subsidiaries of the Company 46
25 Power of Attorney 47,48
(b) Reports on Form 8-K 49

* Not Applicable
** Included in previous filings
</TABLE>

-45-
<PAGE> 46

SUBSIDIARIES

The Company has two wholly owned subsidiaries, United Bank and United Loan and
Thrift Company, Inc. The following corporation is a wholly Owned subsidiary of
United Bank:

United Del City Tower, Inc.
4600 Corporation

-46-
<PAGE> 47

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That each of the undersigned do hereby constitute and appoint Willis J. Wheat
his true and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place and stead, and in any and all capacities to
execute and sign Annual Report on Form 10-K for the 1994 fiscal year of United
Oklahoma Bankshares, Inc. and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and age fit may lawfully do or cause to be done by
virtue hereof.

DATED THIS 27th day of March, 1995.

----------------------------------------
JOHN N. AINSWORTH, Director

----------------------------------------
WILLIS WHEAT, Director

----------------------------------------
GLADYS TUCKER, Director

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this 27th day of March,
1995, by J.N. Ainsworth:

---------------------------
Notary Public
My commission expires:

- --------------------------
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this 27th day of March,
1995, by Willis Wheat.

---------------------------
Notary Public
My commission expires:

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

-47-
<PAGE> 48

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this 27th day of March,
1995, by Gladys Tucker.

---------------------------
Notary Public

My commission expires:

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

-48-
<PAGE> 49

REPORT'S ON FORM 8-K

The Company did not file any reports on Form 8-K during the fourth
quarter of 1994.

-49-

<PAGE> 1
EXHIBIT 13(d)(5)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[Fee Required]

For the Fiscal year ended December 31,1993

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

[Fee Required]

For the transition period from to
----------- -------------

Commission file number 0-12047

UNITED OKLAHOMA BANKSHARES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Oklahoma 73-0969432
- --------------------------- --------------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

4600 S.E. 29th Street
Del City, Oklahoma 73115
- ----------------------------------------- --------------------------------------
(Address of principal executive offices) Zip Code

Registrant's telephone number, including area code (405) 677-8711
--------------

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common stock, $1
par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) ofthe Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X]Yes No[]

As of February 1, 1994, based on the reported average bid and asked prices, the
aggregate market value of the common stock held by non-affiliates of the
registrant was approximately $132,000.

As of February 1, 1994, 2,644,129 shares of the registrant's common stock, par
value $1.00 per share, were outstanding.

NOTE: See pages 43-45 for Form 10-K Cross Reference Index

<PAGE> 2

BUSINESS

United Oklahoma Bankshares, Inc. (the "Company") is a one-bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The
principal business of the Company is the ownership and supervision of United
Bank ("UB"), Del City, Oklahoma. As of December 31, 1993, the Company and its
subsidiaries had 49 full time equivalent employees. UB is a state chartered
banking association whose deposits are insured pursuant to the Federal Deposit
Insurance Act. UB, which operates primarily in Oklahoma, competes with other
financial institutions in its trade area in providing a full range of
traditional banking and related financial services to the commercial, consumer,
energy, real estate and financial sectors. UB operates one wholly owned
subsidiary, United Del City Tower, Inc. ("UDCT").

UDCT owns and manages United Del City Tower of which the first and part of the
second floors are occupied by UB. The facility is approximately 86% occupied
at year end.

UB, with regulatory approval, entered into a stock purchase agreement with
Equity Financial Service Corp. on June 14, 1989 to sell all of the issued and
outstanding stock of United Bankcard Company ("UBC"), a wholly owned subsidiary
of UB. The sale was completed on August 9, 1989 with the Company receiving
proceeds of $10,326,000, of which $530,000 was reimbursement by the purchaser
of a prepayment penalty due to the Company's lender. The net gain on the sale
of UBC was $3,022,000. The stock purchase agreement was included in the June
30, 1989 10-Q as an 8-K Exhibit. The UB Board of Directors, with regulatory
approval, approved a dividend to the Company to retire the debt of the Company
in full.

UB sold approximately $4,600,000 of outstanding credit card loans in October,
1989 for a net gain of $233,000.

As reported in the December 31, 1990 10-K and the July 2, 1991 8-K, several
directors and officers of a former subsidiary were made parties to a lawsuit
filed by the FDIC. Although all of the defendants denied the FDIC's
allegations, certain former directors and officers of the former subsidiary
sought indemnification from the Company under Article 7 of its bylaws.
Pursuant to its bylaws, the Company contributed $1,380,000 during 1991 towards
the settlement of the lawsuit which resulted in a dismissal of those defendants
and a release by all of the defendants in that suit of their indemnification
claims.

The Company borrowed the sum of $1,400,000, together with interest thereon,
from July 1, 1991 to July 1, 2001 from John E. Kirkpatrick of Oklahoma City,
Oklahoma, a preferred stockholder of the Company, for the purpose of paying
expenses of the Company described above. The note is collateralized by 100% of
the stock of UB. At December 31, 1993, the outstanding principal balance was
$450,000.

PROPERTIES

The Company's corporate headquarters are located in United Del City Tower at
4600 S.E. 29th Street, Del City, Oklahoma. This facility is located on
approximately 8 acres and comprises approximately 77,000 square feet of usable
space. The Tower houses the main banking functions and the Company's executive
offices. UB occupies 27% of the building and approximately 59% is leased to
various tenants. In 1993, UB completed construction of a new drive-in facility
attached to the United Del City Tower. UB also sold its previous drive-in
facility during 1993.

LEGAL

The Company and its subsidiaries are not defendants in any legal proceedings.

-2-
<PAGE> 3

COMMON STOCK

During 1993, limited transactions occurred which the Company is aware of, and
has reported the average of the bid and ask price of $0.01 and $0.10,
respectively, at January 24, 1994. The prices have no depth because there is
currently no established public trading market for the Company's common stock.

DISCLAIMER

THIS ANNUAL REPORT HAS NOT BEEN REVIEWED, OR CONFIRMED FOR ACCURACY OR
RELEVANCE, BY THE FEDERAL INSURANCE CORPORATION.

-3-
<PAGE> 4

SELECTED FINANCIAL DATA
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Selected Financial Data which follows should be read in conjunction with
the consolidated financial statements (including the notes thereto) of the
Company and its subsidiaries appearing elsewhere herein.

<TABLE>
<CAPTION> YEARS ENDED DECEMBER 31,
--------------------------------------------------------------
1993 1992 1991 1990 1989
--------------------------------------------------------------
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
Summary of Income:
Interest income............................ $5,235 5,460 5,309 4,906 5,169
Interest expense........................... (1,847) (2,299) (2,646) (2,589) (3,378)
Provision for loan losses.................. (236) (128) (165) (120) (142)
Non-interest income........................ 837 795 1,114 646 6,225
Non-interest expense....................... (3,068) (2,735) (4,215) (2,436) (4,679)
Income (loss) before income taxes
and cumulative effect of change
in accounting principle.................. 921 1,093 (603) 407 3,195
Income tax benefit (expense)............... (266) (445) 245 (131) (1,097)
Income (loss) before cumulative effect
of change in accounting principle........ 655 648 (358) 276 2,098
Cumulative effect of change in accounting
principle................................ 116 - - - -
Net income (loss).......................... 771 648 (358) 276 2,098

Per share data:
Earnings (loss) per average common share be
cumulative effect of change in accounting
principle 0.10 0.10 (0.28) (0.04) 0.65

Cumulative effect of change in accounting
principle 0.04 - - - -

Net earnings (loss) per average common
share................................... 0.14 0.10 (0.28) (0.04) 0.65

Average outstanding common shares.......... 2,644 2,644 2,644 2,644 2,644

Cash dividends declared per common share... - - - - -

Period end balances:

Cash and due from banks 1,907 3,270 2,695 2,920 2,686
Interest bearing deposits in other banks... - - - 768 -
Federal funds sold......................... 460 1,560 2,085 - 6,240
Investment securities...................... 29.794 33,352 30,722 23,688 16,349
Loans, net of unearned discount and allowance
for losses................................. 36,509 33,804 30,185 26,234 23,710
Total assets............................... 74,564 78,556 72,689 61,016 57,131
Deposits................................... 66,094 70,302 64,825 53,405 50,227
Long-term debt............................. 450 900 1,400 - -
Stockholders' equity....................... 6,289 5,518 4,870 5,228 4,952

</TABLE>

-4-
<PAGE> 5

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

The following discussion and analysis is designed to provide a better
understanding of the significant factors related to the Company's results of
operations, financial condition, liquidity and capital resources (including its
subsidiary bank, UB, and its non-bank subsidiary, UDCT). Such discussion and
analysis should be read in conjunction with the Consolidated Financial
Statements (including the notes thereto) and Selected Financial Data appearing
elsewhere in this annual report.

RESULTS OF OPERATIONS

GENERAL. Net income (loss) totaled $ .8 million in 1993, compared to $.6
million in 1992 and $(.4) million in 1991. Earnings (loss) per share were $
.14 in 1993, compared to $.10 per share in 1992 and ($.28) per share in 1991.
Net income in 1993 included $.1 million ($.04 per share) cumulative effect of
change in accounting principle as a result of adoption of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."
Management is unaware of any trends, events or uncertainties that will have or
that are reasonably likely to have a material effect on the operations.

NET INTEREST INCOME. Net interest income, the difference between gross
interest and fees on earning assets (primarily loans and investments) and
interest paid on deposits and borrowed funds necessary to support such assets,
is a major component of a financial institution's earnings.

Net interest income aggregated $3,388,000 and $3,161,000 in 1993 and 1992,
respectively, an increase of $227,000. Net interest income increased $498,000
between 1992 and 1991.

From 1992 to 1993, the volume of average earning assets increased $4.8 million,
while average interest bearing liabilities increased $2.4 million. The yield
on average earning assets decreased 88 basis points from 1992 to 1993, while
the rate paid on average interest beating liabilities decreased 94 basis points
during the same time period resulting in an increase in the spread between the
yield on earning assets and rate paid on interest beating liabilities of 6
basis points. As a result of the decrease in the rate earned on interest
earning assets and the decrease in the rate paid on interest bearing
liabilities, net interest margin remained unchanged at 4.80% from 1992 to 1993.

From 1991 to 1992, the volume of average earning assets increased $9.8 million,
while average interest bearing liabilities increased $8.1 million. The yield
on average earning assets decreased 118 basis points from 1991 to 1992, while
the rate paid on average interest bearing liabilities decreased 142 basis
points during the same time period resulting in an increase in the spread
between the yield on earning assets and rate paid on interest bearing
liabilities of 24 basis points. As a result of the increase in the rate earned
on interest bearing assets and the decrease in interest bearing liabilities,
net interest margin increased 5 basis points from 4.75% in 1991 to 4.80% in
1992.

As management deems necessary and to the extent it has the flexibility, it will
alter the volume and mix of earning assets and supporting liabilities so as to
obtain optimal interest margins while maintaining sufficient liquid resources.
Current loan demand in the Company's primary market remains modest, limiting
management somewhat in its ability to increase net interest margin and maintain
a conservative risk profile.

-5-
<PAGE> 6

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, Year Ended December 31,
1993 COMPARED TO 1992 1992 Compared to 1991
-----------------------------------------------------------------------
INCREASE/DECREASE Increase/Decrease
DUE TO CHANGE IN: Due to Change in:
-----------------------------------------------------------------------
YIELD/ Yield/
VOLUME RATE NET Volume Rate Net
------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C>

EARNING ASSETS:
Interest bearing deposits in other
banks . . . . . . . . . . . . . . . $ - - - (2) (3) (5)
Investment securities . . . . . . . 59 (334) (275) 402 (425) (23)
Federal funds sold . . . . . . . . . 7 (10) (3) (10) (38) (48)
Loans net of unearned discounts . . 244 (191) 53 445 (218) 227
---------------------------------------------------------------------------
Total interest income . . 310 (535) (225) 835 (684) 151
---------------------------------------------------------------------------
INTEREST BEARING LIABILITIES:
Interest bearing deposits . . . . . 113 (541) (428) 382 (752) (370)
Short-term borrowings . . . . . . . - - - (1) - (1)
Long-term debt . . . . . . . . . . . (32) 8 (24) 24 - 24
---------------------------------------------------------------------------
Total interest expense . . 81 (533) (452) 405 (752) (347)
--------------------------------------------------------------------------
Net interest income . . . . . . . . . . $ 229 (2) 227 430 68 498
============================================================================
</TABLE>

-6-
<PAGE> 7

RISK ELEMENTS OF EARNING ASSETS. Risk elements of the Company's earning assets
are evidenced, in part, by non- performing loans consisting of loans
contractually past due 90 days or more, loans placed on non-accrual status and
other real estate which has been acquired in full or partial settlement of
defaulted loans. Non-performing assets are carried by the Company at estimated
net realizable value and known losses of principal have been charged off.

At December 31, 1993, non-performing loans totaled $481,000. Non-performing
loans as a percent of all loans outstanding were 1.32% at December 31, 1993.
The majority of non-performing loans is secured. The following table sets forth
such loans and other real estate at the dates indicated:

<TABLE>
<CAPTION>
Years ended December 31,
----------------------------------
1993 1992 1991
----------------------------------
(Dollars in thousands)
<S> <C> <C> <C>
Non-accrual loans..................... $ 481 561 1,334
Other real estate..................... 552 686 1,660
----------------------------------
Total non-performing assets........... $ 1,033 1,247 2,994
==================================
Non-performing loans to total loans... 1.32% 1.66% 4.35%
</TABLE>

Non-accrual status loans are identified through the special monitoring system
and periodic review of past due loans by officers and management. When doubt
exists as to the ultimate collectibility of interest or principal, such loans
are placed on non-accrual status. To the extent management does not consider
it collectible, interest previously accrued but uncollected on such loans is
reversed and charged against current income. Subsequent payments collected on
such loans are credited to loan principal if, in the opinion of management,
full collectibility of principal is doubtful; otherwise, the payment is
credited to income and principal according to the loan terms.

Loans on which interest had ceased to be accrued approximated $481,000,
$561,000 and $1,334,000 at December 31, 1993, 1992 and 1991, respectively.
Approximately $17,000 was recognized on these loans in 1993, but no interest
was recognized in 1992 and $35,000 of interest income was recognized on these
loans in 1991, respectively; had the accrual status of these loans been normal,
approximately $42,000, $59,000 and $131,000 of additional interest would have
been earned in 1993, 1992 and 1991, respectively. None of these loans are
restructured troubled debt.

Internally classified assets of UB, which approximate the same as
classifications by regulatory authorities and includes other real estate,
decreased from $ 3,320,000 at December 31, 1992 to $1,347,000 at December 31,
1993, a decrease of 59%.

At December 31, 1993, the Company had approximately $177,000 of loans for which
payments were contractually past due less than 90 days, and the borrowers were
experiencing financial difficulties. These loans are included in the special
monitoring loans which are subject to management's attention and review.

-7-
<PAGE> 8

ALLOWANCE AND PROVISION FOR LOAN LOSSES. The allowance for loan losses totaled
$437,000, $469,000 and $495,000 at December 3l, 1993, 1992 and 1991,
respectively. The provision charged to expense amounted to $236,000 in 1993
compared to $128,000 and $165,000 in 1992 and 1991, respectively. Net losses
on loans were approximately $268,000 in 1993, compared to $154,000 in 1992 and
none in 1991. The amount of provision charged to expense is based on the
current level of net loan losses, perceived economic conditions, changes in the
size and character of the loan portfolio, and management's assessment of the
loan portfolio's inherent risk in relation to the allowance for loan losses
(see Note 4 to Consolidated Financial Statements).

The allowance for loan losses as a percentage of total loans was 1.18%, 1.37%
and 1.61% at December 31, 1993, 1992 and 1991, respectively.

NON-INTEREST INCOME. Non-interest income was $.8 million in 1993 and 1992 and
$1.1 million in 1991. The increase in 1991 was: attributable to other service
charges and fees which included a reclass of an overaccrual in GNMA loss
reserves. In addition, an increase in securities gains was a result of
management's decision to change the mix of securities in the investment
portfolio. While it has been management's intent to hold securities for
investment purposes, new deposits and market conditions created an opportunity
to sell some investments during 1991 and shorten the average maturity in the
investment portfolio. At December 31, 1993, management's intent is to evaluate
the investment securities and classify them as "Held to Maturity" or "Available
for Sale" in accordance with Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities,"
(Statement 115) during the first quarter of 1994.
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------
1993 1992 1991
---------------------------------
(In thousands)
<S> <C> <C> <C>

Service charges on deposits $ 675 602 589
Other service charges and fees, net 162 97 160
Securities gains - 96 365
----------------------------------
Total $ 837 795 1,114
==================================

</TABLE>

NON-INTEREST EXPENSE. Non-interest expense amounted to $3.1 million in 1993
compared to $2.7 million in 1992 and $4.2 million in 1991 representing an
increase of 12% in 1993 and a 35% decrease in 1992. The contribution towards
the settlement of the lawsuit brought by the FDIC against several directors and
officers of the Company's former subsidiary, a write down of ORE property; and
the loss from the operation of the UDCT were the principal reasons for the
increase in non-interest amounts during 1991. Salaries and employee benefits
continue to represent a large portion of non-interest expense.

Net costs and write downs associated with other real estate owned approximated
$66,000, ($64,000) and $187,000 in 1993, 1992 and 1991, respectively, and
represent amounts provided for decreases in the market value of the properties,
net gains and losses on sales of the properties, and net expenses incurred for
the maintenance of the properties.
Years ended December 31,
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------
NON-INTEREST EXPENSE 1993 1992 1991
---------------------------------
(In thousands)
<S> <C> <C> <C>
Salaries and employee benefits............ $ 1,567 1,488 1,370
Occupancy expense, net.................... 309 290 297
Other real estate owned, net.............. 66 (64) 187
Other..................................... 1,126 1,021 2,361
---------------------------------
Total $ 3,068 2,735 4,215
=================================

</TABLE>

-8-
<PAGE> 9

LIQUIDITY

INDEBTEDNESS

As reported earlier, the Company contributed $1,380,000 towards the settlement
of the lawsuit brought by the FDIC against several directors and officers of
the Company's former subsidiary. The Company borrowed the sum of $1,400,000,
together with interest thereon, from July 1, 1991 to July 1, 2001 from John E.
Kirkpatrick of Oklahoma City, Oklahoma, a preferred stockholder of the Company,
for the purpose of paying expenses of the Company described above. The note is
collateralized by 100% of the stock of UB. The outstanding principal balance
at December 31, 1993 was $450,000. Annual payments vary based on the Company's
net income, with minimum payments of $130,000 per year through 1996 and
$230,000 per year thereafter.

PREFERRED STOCK

RATE SENSITIVITY

Both liquidity and net interest margin are significantly affected by the
sensitivity that assets and liabilities have to changes in market interest
rates, levels of earning assets and funding mixes, the direction of interest
rate movements, the velocity at which changes occur and the absolute level of
interest rates. Interest rate risk can arise when an investment's interest
rate level changes, or its cash flows occur, in time periods that are different
from those of supporting funding sources.

The following table depicts the Company's rate sensitivity position at December
31, 1993:
<TABLE>
<CAPTION> Sensitivity Period
--------------------------------------------------------
0-30 31-90 91-180 181-365 Over
Days Days Days Days 1 Year
--------------------------------------------------------
(In thousands)

<S> <C> <C> <C> <C> <C>
Rate sensitive assets:
Money market instruments . . . . . . . . . . . $ 460 - - - -
Investment securities . . . . . . . . . . . . 8,452 - 545 5,709 15,088
Loans . . . . . . . . . . . . . . . . . . . . 15,943 2,327 3,078 1,691 13,392
----------------------------------------------------------
Total rate sensitive assets . . . . . . . . 24,855 2,327 3,623 7,400 28,480
----------------------------------------------------------
Rate sensitive liabilities:
Savings and interest bearing deposits . . . . 14,058 - - - 13,698
Time deposits . . . . . . . . . . . . . . . . 8,654 4,648 7,455 4,501 2,070
----------------------------------------------------------
Total rate sensitive liabilities . . . . . . 22,712 4,648 7,455 4,501 15,768
----------------------------------------------------------
Period Sensitivity Gap . . . . . . . . . . . . . 2,143 (2,321) (3,832) 2,899 12,712
==========================================================
Cumulative Sensitivity Gap . . . . . . . . . . . 2,143 (178) (4,010) (1,111) 11,601
==========================================================
</TABLE>

The Company includes only rate sensitive assets and liabilities in its
sensitivity analysis.

-9-
<PAGE> 10

CAPITAL RESOURCES

Capital provides a base for expansion of the asset portion of the balance
sheet, which in turn provides the opportunity for increased profitability.
Capital adequacy depends on such factors as quality and diversification of
assets, current and historical earnings and liquidity. Primary capital of the
Company consists of funds which are permanently committed to the Company,
including: Common stock, Preferred stock, Additional paid-in capital, Retained
earnings, and Allowance for loan losses. For regulatory purposes primary
capital is reduced by amounts representing intangible assets. Management is
unaware of any trends, events or uncertainties that will have or that are
reasonably likely to have a material effect on the Company's capital resources.
Following are the Company's and UB's primary and equity capital to assets
ratios for December 31, 1993 and 1992, respectively:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Company's primary capital to assets ratio 8.05% 7.26%
Company's equity capital to assets ratio 7.98 7.40

UB's primary capital to assets ratio 8.34% 8.43%
UB's equity capital to assets ratio 8.27 8.58

</TABLE>

At December 31, 1993, the required core capital was 4.00% and total risk-based
capital was 8.00%. Because the Company has assets of less than $150 million,
its capital requirements are computed on a bank-only basis. UB's core and
total risk-based capital exceed regulatory guidelines at December 31, 1993 and
1992.
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Tier I capital (core) 13.27% 13.25%
Tier 2 capital (total risk-based) 14.21 14.33
</TABLE>

The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
became law on December 19, 1991. FDICIA contains prescribed actions which have
a significant impact on the operation of banks and their relationship with
federal regulatory agencies. The major provisions of FDICIA became effective
January 1, 1993.

EFFECT OF INFLATION

The financial statements and related data presented in this report have been
prepared in accordance with generally accepted accounting principles which
require the measurement of financial position and operating results in terms of
historical dollars without considering changes in the relative purchasing power
of money over time. Changing prices, particularly during periods of high
inflation rates, can have a significant impact on industries and business
enterprises taken as a whole. However, the impact of inflation on financial
institutions differs significantly from that of industrial or commercial
companies. This is due to the fact that a major portion of a bank's balance
sheet is comprised of monetary assets and liabilities versus a basically
non-monetary balance sheet associated with industrial concerns. Even though
inflation does not generally have a material impact on banks it can indirectly
affect the interest rates and the underlying value of assets collateralizing
certain earning assets, as well as non-interest income and expense categories.
How well a bank is positioned to respond to changing interest rates and
collateral values can only be assessed by an analysis of its asset and
liability structure. Therefore, attention is directed to the rate sensitivity
schedule, the maturity distribution of loans and securities, the loan
concentrations data and the rate and volume variances analysis found elsewhere
in this report.

-10-

<PAGE> 11

REGULATORY MATTERS

The Company is operating under a written agreement with its primary bank
regulatory authority, the Federal Reserve Bank, as a result of an examination
performed as of September 30, 1985 and subsequent examinations. Under the terms
of the agreement, the Company cannot pay or receive dividends without prior
regulatory approval.

Federal legislation in recent years, in particular the Financial Institutions
Reform, Recovery and Enforcement Act of 1989 ("FIRREA"), has significantly
expanded the responsibilities and powers of federal banking regulatory
agencies. FIRREA makes certain persons affiliated with a financial institution
newly subject to civil enforcement remedies, increases civil money penalties
and the circumstances in which they may be imposed, clarifies and expands the
power of federal banking regulators to require affirmative actions to be taken
to correct violations or practices and to limit the activities or functions of
financial institutions and affiliated parties, reduces the burden of proof for
the issuance of cease and desist orders, and increases the power of regulatory
agencies to approve in advance the appointment of directors and senior
executive officers and to suspend, remove, or prohibit the employment of
certain persons.

ACCOUNTING STANDARDS NOT YET ADOPTED

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 115 on accounting for investments. As previously
stated, the Company will be required to comply with this statement as of
January 1, 1994. Implementation of this statement is not expected to have a
material effect on the Company's consolidated financial statements.

-11-
<PAGE> 12

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1993 1992 1991
-----------------------------------------
(In thousands except per share amounts)
<S> <C> <C> <C>
Interest income:
Interest and fees on loans . . . . . . . . . . . . . . . . . . . . . $ 3,243 3,190 2,963
Interest on deposits in other banks . . . . . . . . . . . . . . . . - - 5
Interest on federal funds sold . . . . . . . . . . . . . . . . . . . 56 59 107
Interest on investment securities
Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,767 2,182 2,234
Nontaxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169 29 -
---------------------------------------
Total interest income . . . . . . . . . . . . . . . . . . . . . 5,235 5,460 5,309
---------------------------------------
Interest expense:
Interest on deposits (Note 6) . . . . . . . . . . . . . . . . . . . 1,804 2,232 2,602
Interest on short-term borrowings . . . . . . . . . . . . . . . . . 1 1 2
Interest on long-term debt . . . . . . . . . . . . . . . . . . . . . 42 66 42
-------------------------------------
Total interest expense . . . . . . . . . . . . . . . . . . . . . 1,847 2,299 2,646
--------------------------------------
Net interest income . . . . . . . . . . . . . . . . . . . . . . 3,388 3,161 2,663
Provision for loan losses (Note 4) . . . . . . . . . . . . . . . . . . 236 128 165
--------------------------------------
Net interest income after provision for loan losses . . . . . . 3,152 3,033 2,498
--------------------------------------
Non-interest income:
Service charges on deposits . . . . . . . . . . . . . . . . . . . . 675 602 589
Other service charges and fees, net . . . . . . . . . . . . . . . . 162 97 160
Securities gains (note 2) . . . . . . . . . . . . . . . . . . . . . - 96 365
-------------------------------------
Total non-interest income . . . . . . . . . . . . . . . . . . . 837 795 1,114
-------------------------------------
Non-interest expense:
Salaries and employee benefits . . . . . . . . . . . . . . . . . . . 1,567 1,488 1,370
Occupancy expense, net . . . . . . . . . . . . . . . . . . . . . . . 309 290 297
Other real estate owned, net . . . . . . . . . . . . . . . . . . . . 66 (64) 187
Other (Notes 7 & 8) . . . . . . . . . . . . . . . . . . . . . . . . 1,126 1,021 2,361
--------------------------------------
Total non-interest expense . . . . . . . . . . . . . . . . . . . 3,068 2,735 4,215
--------------------------------------

Income (loss) before income taxes and cumulative effect of change in
accounting principle . . . . . . . . . . . . . . . . . . . . 921 2,093 (603)
Income tax expense (benefit) (Note 9) . . . . . . . . . . . . . . . . . 266 445 (245)
---------------------------------------
Income (loss) before cumulative effect of change in accounting 655 648 (358)
principle . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of change in accounting principle (Note 9) . . . . . 116 - -
--------------------------------------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . $ 771 648 (358)
=======================================
Earnings (loss) per share:
Income (loss) before cumulative effect of change in accounting principle 0.10 0.10 (0.28)
Cumulative effect of change in accounting principle . . . . . . . . 0.04 - -
---------------------------------------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . 0.14 0.10 (0.28)
=======================================
Average outstanding common shares . . . . . . . . . . . . . . . . . . . 2,644 2,644 2,644
=======================================
</TABLE>

See accompanying notes to consolidated financial statements.

-12-
<PAGE> 13

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
1993 1992
----------------------------
(In thousands)
<S> <C> <C>
ASSETS
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,907 3,270
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . 460 1,560
Investment securities (market value: $30,211,000-1993;
$33,726,000-1992) (Note 2) . . . . . . . . . . . . . . . . . . . . . . 29,794 33,352
Loans (Notes 3 & 11) . . . . . . . . . . . . . . . . . . . . . . . . . . 37,007 34,472
Unearned discounts . . . . . . . . . . . . . . . . . . . . . . . . . . (61) (199)
Allowance for loan losses (Note 4) . . . . . . . . . . . . . . . . . . (437) (469)
----------------------------
Loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,509 33,804
Property and equipment, net (Note 5) . . . . . . . . . . . . . . . . . . 4,110 4,487
Other real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 542 686
Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . 537 471
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . 248 351
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457 575
----------------------------
$ 74,564 78,556
============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Interest bearing (Note 6) . . . . . . . . . . . . . . . . . . . . . . $ 55,084 57,595
Non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . 11,010 12,707
--------------------------
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,094 70,302
--------------------------
Long-term debt (Note 7) . . . . . . . . . . . . . . . . . . . . . . . 450 900
Deferred income taxes (Note 9) . . . . . . . . . . . . . . . . . . . . 1,366 1,326
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 365 510
--------------------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 68,275 73,038
---------------------------
Commitments and contingencies (Notes 12, 13 & 15 ) . . . . . . . . . . .
Stockholders' equity (Notes 14, 15 & 16):
Preferred stock, 9% cumulative, nonvoting $30 par value, redeemable the
Company's option at par plus cumulative unpaid dividends. Cumulative
unpaid preferred dividends amount to $3,234,330 or $22.28 per share at
December 31, 1993. Authorized 150,000 shares; issued and
outstanding 145,200 shares in 1993 and 1992. Liquidation preference of
$7,590,330 and $7,198,290, respectively . . . . . . . . . . . . . . 4,356 4,356
Class B preferred~ stock, $1 par value. Authorized 500,000 shares; none
issued or outstanding . . . . . . . . . . . . . . . . . . . . . . . - -
Common stock, $1 par value. Authorized 10,000,000 shares; issued
2,805,385 shares in 1993 and 1992 . . . . . . . . . . . . . . . . . 2,805 2,805
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . 7,358 7,358
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . (7,144) (7,915)
--------------------------
7,375 6,604
==========================
Less cost of common stock held in treasury (161.256 shares in 1993 and
1992) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,086) (1,086)
--------------------------
Net stockholders' equity 6,289 5,518
--------------------------
$ 74,564 78,556
==========================

</TABLE>

See accompanying notes to consolidated financial statements.

-13-
<PAGE> 14

UNITED OKLAHOMA BANKSHARE'S, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1993 1992 1991
---------------------------------
(In thousands )
<S> <C> <C> <C>
Preferred stock:
Balance at beginning and end of year . . . . . . . . . . . . 4,356 4,356 4,356
----------------------------------
Common stock:
Balance at beginning and end of year . . . . . . . . . . . 2,805 2,805 2,805
---------------------------------
Additional paid-in capital:
Balance at beginning and end of year . . . . . . . . . . . . 7,358 7,358 7,358
--------------------------------
Accumulated deficit:
Balance at beginning of year . . . . . . . . . . . . . . . . (7,915) (8,563) (8,205)
Net income (loss) . . . . . . . . . . . . . . . . . . . . . 771 648 (358)
---------------------------------

Balance at end of year . . . . . . . . . . . . . . . . . . . (7,144) (7,915) (8,563)
----------------------------------
Treasury stock:
Balance at beginning and end of year . . . . . . . . . . . . (1,086) (1,086) (1,086)
----------------------------------
Net stockholders' equity . . . . . . . . . . . . . . . . . $ 6,289 5,518 4,870
=================================
</TABLE>

See accompanying notes to consolidated financial statements.

-14-
<PAGE> 15

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1993 1992 1991
-------------------------------------
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . $ 771 648 (358)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . 368 327 313
Provision for loan losses . . . . . . . . . . . . . . . 236 128 165
Provision for market decline-other real estate . . . . . 63 38 209
Amortization of intangibles . . . . . . . . . . . . . . 147 147 147
Amortization of premium, accretion of discounts, net . . 175 116 36
Gain on sale of investment securities . . . . . . . . . - (96) (365)
Loss on sale of property and equipment . . . . . . . . . 49 - -
(Decrease) increase in interest payable . . . . . . . . (89) (220) 22
(Increase) decrease in interest receivable . . . . . . . (66) 15 76
Decrease (increase) in other real estate, accounts
receivable and other assets . . . . . . . . . . . . . 155 581 (177)
Increase (decrease) in deferred income taxes . . . . . . 40 430 (245)
(Decrease) increase in other liabilities . . . . . . . . (56) 32 (106)
---------------------------------------
Total adjustments . . . . . . . . . . . . . . . . . . 1,022 1,498 75
---------------------------------------
Net cash provided by (used in) operating activities . . . . . . 1,793 2,146 (283)
---------------------------------------
Cash flows from investing activities:
Proceeds from sales of investment securities . . . . . . . . - 1,830 14,694
Proceeds from principal payments on mortgage backed securities
9,861 6,220 2,711
Purchase of investment securities . . . . . . . . . . . . . (6,478) (10,700) (24,110)
Net increase in loans . . . . . . . . . . . . . . . . . . . (2,941) (3,747) (4,115)
Capital expenditures . . . . . . . . . . . . . . . . . . . . (336) (701) (165)
Proceeds from sale of property and equipment . . . . . . . . 296 25 -
--------------------------------------
Net cash provided by (used in) investment activities . . . . . 402 (7,073) (10,985)
---------------------------------------
Cash flows form financing activities:
Net (decrease) increase in interest bearing and non-interest
bearing deposits, savings and certificates of deposit . . (4,208) 5,477 11,420
Net decrease in short-term borrowings . . . . . . . . . . . - - (460)
Proceeds from issuance of long-term debt . . . . . . . . . . - - 1,400
Repayment of long-term debt . . . . . . . . . . . . . . . . (450) (500) -
--------------------------------------
Net cash (used in) provided by financing activities . . . . . . (4,658) 4,977 12,360
--------------------------------------
Net (decrease) increase in cash and cash equivalents . . . . . (2,463) 50 1,092
--------------------------------------
Cash and cash equivalents at beginning of year . . . . . . . . 4,830 4,780 3,688
--------------------------------------
Cash and cash equivalents at end of year . . . . . . . . . . . $ 2,367 4,830 4,780
======================================
</TABLE>

See accompanying notes to consolidated financial statements.

-15-
<PAGE> 16

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS DECEMBER 31, 1993, 1992 AND 1991

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

United Oklahoma Bankshares, Inc. (the "Company") and its subsidiaries provide
a full range of banking services to individual and corporate customers
principally in eastern Oklahoma county. The Company is subject to
competition from other financial service companies and financial
institutions. The Company is subject to regulations of the Federal Reserve
Bank. United Bank ("UB") is subject to regulations of the Federal Deposit
Insurance Corporation and the Oklahoma State Banking Department. The Company
and UB undergo periodic examinations by those regulatory authorities.

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

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 estimates and
assumptions. Those estimates and assumptions relate principally to the
determination of the allowance for possible loan losses and the valuation of
assets acquired in foreclosure. The accounting policies for these items and
other significant accounting policies are presented below. The consolidated
financial statements include the accounts of the Company and its
subsidiaries, all wholly owned, after elimination of all significant
intercompany accounts and transactions.

CASH AND SHORT TERM INVESTMENTS

UB is required to maintain average reserve balances with the Federal Reserve
Bank. The average amount of those reserve balances for the year ended
December 31, 1993, was approximately $520,000.

In making short-term investment decisions, the Company considers its
board-approved policies, liquidity needs, potential rate of rerun, and credit
risk.o For purposes of evaluating credit risk, the stability of the financial
institutions and other entities conducting business with the Company is
periodically reviewed.

At December 31, 1993, the Company had concentrations of credit risk with one
financial institution in the form of a correspondent bank account and federal
funds sold in the amount of $1,608,000. If the financial institution failed
to completely perform under the terms of the financial instruments, the
exposure for credit loss would be the amount of the financial instruments
less the amount covered by the Federal Deposit Insurance Corporation ("FDIC")
of $100,000.

For the purposes of the Statements of Cash Flows, the Company considers
overnight Federal funds sold to be cash equivalents.

Cash paid for interest was approximately $1,937,000, $2,518,000, and
$2,624,000 in 1993, 1992, and 1991, respectively.

INVESTMENT SECURITIES

Investment securities are carried at cost, adjusted for amortization of
premiums and accretion of discounts on a constant yield basis. The adjusted
cost of the specific securities sold is used to compute gains or losses. The
Company's intent is to evaluate the investment securities and classify them
as "Held to Maturity" or "Available for Sale" in accordance with Statement of
Financial Accounting Standards No. 115 (SFAS 115), "Accounting for Certain
Investments in Debt and Equity Securities," during the first quarter of 1994.

SFAS 115 requires debt and equity securities be classified into one of three
categories, each with a different accounting treatment:

o Debt securities that the institution has a positive intent and ability to
hold to maturity are classified as held- to-maturity and reported at
amortized cost.

-16-
<PAGE> 17

o Debt and equity securities that are bought and held principally for the
purpose of selling them in the near term are classified as trading
securities and reported at fair value with unrealized gains and losses
included in earnings.

o Debt and equity securities not classified as either held-to-maturity
securities or trading securities are classified as available for sale and
reported at fair value with unrealized gains and losses excluded from
earnings and reported as a separate component of shareholders' equity net
of tax effects.

The Company will perspectively adopt the provisions of SFAS 115, which are
mandatory for fiscal years beginning after December 15, 1993, in preparing
its 1994 financial statements. The Company expects to classify all
investment securities as available for sale, with the exception of state and
municipal securities which they intend to classify as held to maturity.

LOANS AND ASSETS ACQUIRED IN FORECLOSURE

Loans on which the accrual of interest has been discontinued are designated
as non-accrual loans. Accrual of interest on loans is discontinued either
when reasonable doubt exists as to the full, timely collection of interest or
principal, or when a loan becomes contractually past due by ninety days or
more with respect to principal or interest. When a loan is placed on
non-accrual status, all interest previously accrued but not collected is
reversed against current period income. Income on such loans is then
recognized only to the extent that cash is received and where the future
collection of principal is probable. Accruals are resumed on loans only when
they are brought fully current with respect to interest and principal and
when, in the judgment of management, the loan is estimated to be fully
collectible as to both principal and interest.

The allowance for possible loan losses is maintained at levels which
management considers necessary to reflect the credit risks of the loan
portfolio. For financial reporting purposes, the provision to be charged as
an operating expense is based on an assessment of specific problem loans,
local economic conditions, past due loan loss experience and such other
factors which in management's judgment deserve current recognition necessary
to maintain the allowance at an adequate level.

Real estate and other assets acquired through foreclosure are recorded at
fair value as of that date. Fair value is based on independent appraisals
and other relevant factors. This value becomes the asset's new "cost".
After foreclosure, these assets are carried at the lower of "cost" or fair
value minus estimated costs to sell. Any subsequent write-downs are charged
against noninterest expense. Operating expenses of such properties, net of
related income, and gains and losses on their disposition are included in
noninterest expense.

While management uses all available information to recognize losses on loans
and assets acquired in foreclosure, future losses may become necessary based
on changes in economic conditions, particularly in the local economies in
which the Company operates. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the Company's
allowance for possible loan losses and carrying values of assets acquired in
foreclosure. Such agencies may require the Company to recognize additional
losses based on their judgments about information available to them at the
time of their examination.

The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards No. 114 (SFAS 114), "Accounting by Creditors
for Impairment of a Loan." SFAS 114 requires that impaired loans within its
scope be measured based on the present value of expected future cash flows
discounted at the loan's effective interest rate, the loan's observable
market price, or the fair value of the collateral if the loan is collateral
dependent. If the resulting measurement is less than the recorded investment
in the loan, the creditor recognizes impairment through a valuation
allowance.

-17-

<PAGE> 18

The Company will perspectively adopt the provisions of SFAS 114, which are
mandatory for fiscal years beginning after December 15, 1994, in preparing
its 1995 financial statements. The impact of this statement is not expected
to have a material effect on the Company's consolidated financial statements.

PROPERTY AND EQUIPMENT

INCOME TAXES

The Company files a consolidated income tax return with its subsidiaries.
The Company's subsidiaries are charged for income taxes attributable to their
taxable income and reimbursed for any tax benefit resulting from their tax
losses and tax credits utilized by the Company to reduce consolidated taxable
income.

In February 1992, the FASB issued Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes," (SFAS 109). SFAS 109 requires a
change from the deferred method of accounting for income taxes to the asset
and liability method. Under the asset and liability method, deferred tax
assets and liabilities are recognized for the future 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 measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under SFAS 109, 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.

Effective January 1, 1993, the Company adopted SFAS 109 and has reported the
cumulative effect of that change in the method of accounting for income taxes
in the 1993 consolidated statement of operations.

Pursuant to the deferred method, which was applied in 1992 and prior years,
deferred income taxes were recognized for income and expense items that were
reported in different years for financial reporting purposes and income tax
purposes using the tax rate applicable for the year of the calculation.
Under the deferred method, deferred taxes were not adjusted for subsequent
changes in tax rates.

COMPUTATION OF EARNINGS PER SHARE

EXCESS OF COST OVER ASSETS ACQUIRED

Included in other assets is a purchased core deposit intangible asset
(premium) related to the purchase of UB in 1984. The UB core deposit asset
is being amortized over 11.6 years, the estimated life of the asset based on
a study of the benefit expected to be received from the acquisition of UB's
core deposits. At December 31, 1993, the unamortized balance included in
other assets approximated $295,000.

RECLASSIFICATIONS

Certain 1991 and 1992 amounts have been reclassified to conform with the
current year presentation.

-18-
<PAGE> 19

2. Investment Securities

Management believes there has been no permanent impairment in the value of the
Company's investment securities and intends to evaluate the investment
securities and classify them as "Held-to-maturity" or "Available for sale"
during the first quarter of 1994. A comparison or recorded value and market
value of investment securities is as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, 1993
----------------------------------------------------------
<S> <C> <C> <C> <C>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
----------------------------------------------------------
U.S. Treasury securities . . . . . . . . . . . $ 3,383 259 - 3,642
Securities of other U.S. government agencies . 20,600 198 (119) 20,679
State & Municipals . . . . . . . . . . . . . . 5,811 121 (42) 5,890
----------------------------------------------------------
Total investment securities . . . . . . . . $ 29,794 578 (161) 30,211
==========================================================

DECEMBER 31, 1992
---------------------------------------------------------

GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
---------------------------------------------------------
U.S. Treasury securities . . . . . . . . . . . $ 3,377 200 - 3,577
Securities of other U.S. government agencies . 28,474 313 (143) 28,644
State & Municipals . . . . . . . . . . . . . . 1,501 7 (3) 1,505
--------------------------------------------------------
Total investment securities . . . . . . . . $ 33,352 520 (146) 33,726
========================================================
</TABLE>

The amortized cost and estimated market value of investment securities, by
contractual maturity, in thousands, are shown below as of December 31, 1993.
Expected maturities will differ from contractual maturities because borrowers
may have the fight to call or prepay obligations with or without call or
prepayment penalties.

<TABLE>
<CAPTION>
Amortized Estimated
Cost Market Value
-------------------------------
<S> <C> <C>
Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -
-
Due after one year through five years . . . . . . . . . . . . . . . . . . . . 5,708 5.935
Due after five years through ten years . . . . . . . . . . . . . . . . . . . 3,050 3,145
Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 436 452
-------------------------------
9,194 9,532
Mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . 20,600 20,679
-------------------------------
$ 29,749 30,211
===============================
Proceeds from sales of investment securities and gross realized gains and losses form such sales are as follows (in
thousands):
Years ended December 31,

1993 1992 1991
---------------------------------------
Proceeds from sales . . . . . . . . . . . . . . . . . . . . . $ - 1,830 14,694
========================================

Gross realized gains . . . . . . . . . . . . . . . . . . . . - 96 373
Gross realized losses . . . . . . . . . . . . . . . . . . . . - - (8)
--------------------------------------
Net realized gains . . . . . . . . . . . . . . . . . . . . . - 96 365
======================================

</TABLE>

-19-

<PAGE> 20

3. Loans

A summary of the Company's loans is as follows:

<TABLE>
<CAPTION>
December 31
---------------------------
1993 1992
---------------------------
(In thousands)
<S> <C> <C>
Commercial, financial and agricultural . . . . . . . . . . . . . . . . . . . $ 13,953 13,398
Real estate - construction . . . . . . . . . . . . . . . . . . . . . . . . . 1,860 1,168
Real estate - mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,236 11,545
Credit card receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 719 741
Installment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,239 7,620
--------------------------
Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 37,007 34,472
==========================
</TABLE>

At December 31, 1993 and 1992, loans on which interest had ceased to be accrued
approximated $481,000 and $561,000, respectively. Had the accrual status of
these been normal, approximately $42,000 and $59,000 of additional interest
would have been earned in 1993 and 1992, respectively. At December 31, 1993
and 1992, there were no commitments to lend additional funds to borrowers with
loans on which the accrual of interest has been discontinued.

At December 31, 1993 and 1992, loans to officers, directors, their immediate
families and companies in which they own a significant interest aggregated
approximately $148,000 and $176,000, respectively. During 1993 approximately
$222,000 of loan advances were made, and repayments totaled $250,000. In
management's opinion, such transactions were made on the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than normal risk.

The Company grants commercial, real estate, and consumer loans to customers
principally in the state of Oklahoma. Although the Company has a diversified
loan portfolio, the majority of its customers consist of individual and
corporate borrowers in eastern Oklahoma county.

Maturity and rate sensitivity distribution of loans at December 31, 1993 is as
follows:

Interest sensitivity of loans by maturity:

Predetermined rate . . . . . . . . . . . . . 7,498 11,771 2,027 21,296
Variable rate . . . . . . . . . . . . . . . 8,125 4,950 2,636 15,711
--------------------------------------------------------
Total . . . . . . . . . . . . . . . . . . $ 15,623 16,721 4,663 37,007
========================================================
</TABLE>

-20-

<PAGE> 21

4. Allowance for Loan Losses

A summary of transactions in the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
Years ended December 31,
1993 1992 1991
--------------------------------------------
(In thousands)
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . . . . . . . . . $ 495 330
469
Provisions charged to expense . . . . . . . . . . . . . . . . 236 128 165
Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . 19 33 37
Loans charged off . . . . . . . . . . . . . . . . . . . . . . (287) (187) (37)
---------------------------------------------
$ 437 469 495
=============================================

</TABLE>

5. Property and Equipment

Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
December 31,
----------------------------
1993 1992
----------------------------
(In thousands)
<S> <C> <C>
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 751 1,013
Bank buildings and equipment . . . . . . . . . . . . . . . . . . . . . . . . 5,370 5,213
Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 626 586
----------------------------
6,747 6,812
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . 2,637 2,325
---------------------------
$ 4,110 4,487
===========================

</TABLE>

6. DEPOSITS

Included in interest bearing deposits are certificates of deposit in amounts of
$100,000 or more. These certificates and their remaining maturities at
December 31, 1993 and 1992 are as follows:
<TABLE>
<CAPTION>
December 31,
--------------------------
1993 1992
==========================
(In thousands)
<S> <C> <C>
3 months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,975 10,410
Over 3 months through 6 months . . . . . . . . . . . . . . . . . . . . . . . 1,690 1,357
Over 6 months through 12 months . . . . . . . . . . . . . . . . . . . . . . . 1,582 350
Over 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 800
--------------------------
$ 10,347 12,917
==========================
</TABLE>

The interest expense on these deposits approximated $386,000 and $501,000 for
the years ended December 31, 1993 and 1992, respectively.

-21-

<PAGE> 22

7. Long-term Debt

The Company contributed $1,380,000 towards the settlement of the lawsuit
brought by the FDIC against several directors and officers of the Company's
former subsidiary. The amount is included in other non-interest expense in
1991. The Company borrowed the sum of $1,400,000 from John E. Kirkpatrick of
Oklahoma City, Oklahoma, a preferred stockholder of the Company, for the
purpose of paying litigation expenses of the Company. The note is
collateralized by 100% of the stock of UB. The note requires an annual payment
on May 31 of the greater of interest plus 45% of the Company's net income from
the preceding year (with certain restrictions as to capital maintenance) or
$130,000 through 1996. At that time, the minimum cash payment increases to
$230,000 through the maturity date of July 1, 2001. Interest is calculated at
the Chase Manhattan Bank, N.A., New York City, N.Y. Prime Rate, redetermined
each payment date for the subsequent year. The Company paid $450,000 in
principal during 1993. The remaining principal balance at December 31, 1993,
of $450,000 is expected to be repaid in 1994.

8. Other Non-interest Expense
<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------------
1993 1992 1991
--------------------------------------------
(In thousands)
<S> <C> <C> <C>
Outside service expense . . . . . . . . . . . . . . . . . . . $ 161 166 266
Advertising and business development . . . . . . . . . . . . 94 78 77
Postage . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 61 54
Stationery, printing and supplies . . . . . . . . . . . . . . 71 82 72
Collection expense including credit cards . . . . . . . . . . 107 76 (9)
Data processing expense . . . . . . . . . . . . . . . . . . . 124 142 128
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512 416 1,773
----------------------------------------------
$ 1,126 1,021 2,361
==============================================
</TABLE>

9. Income taxes

The components of income taxes are as follows:

<TABLE>
<CAPTION> Years ended December 31,
------------------------------------------
1993 1992 1991
------------------------------------------
(In thousands)
<S> <C> <C> <C>
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . 208 12 -
State . . . . . . . . . . . . . . . . . . . . . . . . . . - 3 -
------------------------------------------
208 15 -
------------------------------------------
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . 16 234 (201)
State . . . . . . . . . . . . . . . . . . . . . . . . . . 42 196 (44)
------------------------------------------
58 430 (245)
------------------------------------------
Income tax expense (benefit) . . . . . . . . . . . . . . $ 266 445 (245)
==========================================

</TABLE>

-22-

<PAGE> 23

The Company's tax provision on income before provision for income taxes differs
from a normal 34% tax rate as shown be low:

<TABLE>
<CAPTION> Years ended December 31,
------------------------------------
1993 1992 1991
------------------------------------
(In thousands)

<S> <C> <C> <C>
Income before income taxes multiplied by 34% in 1993, 1992 and
1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 313 372 (205)

Increases (decreases) in taxes resulting from:
Tax exempt interest . . . . . . . . . . . . . . . . . . . (83) (29) (11)
State income taxes, net of federal income tax benefit . . 28 35 (29)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . 8 67 -
--------------------------------------
$ 266 445 (245)
=====================================
</TABLE>
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 1993,
are presented below:

<TABLE>
<S> <C>
Deferred tax assets:
Other real estate, principally due to charge offs . . . . . . . . . . . . . . $ 74
Net operating loss carryforward . . . . . . . . . . . . . . . . . . . . . . . 33
Alternative minimum tax credit carryforward . . . . . . . . . . . . . . . . . 81
----------
Total gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . 188
==========
</TABLE>

<TABLE>
<S> <C>
Deferred tax liabilities:
Property and equipment, principally due to difference in depreciation . . . . $ 527
Loans receivable, principally due to allowance for loan losses . . . . . . . . 823
Purchased core deposit intangible, principally due to difference in amortization 106
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
----------
Total gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . 1,554
----------

Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . 1,366
==========
</TABLE>

-23-

<PAGE> 24

The deferred income tax effects of timing differences between financial income
and taxable income for the years ended December 31, 1992, and 1991, are as
follows (in thousands):
<TABLE>
<S> <C> <C>
1992 1991
--------------------------
Tax depreciation less than financial depreciation . . . . . . . . . . . . . . $ (8) (2)
Tax loan loss and other real estate provision in excess of (less than)
financial provision . . . . . . . . . . . . . . . . . . . . . . . . . . . 317 (55)
Utilization of tax net operating loss carryforward . . . . . . . . . . . . . 148 -
Recognition of financial net operating loss . . . . . . . . . . . . . . . . . - (145)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (27) (43)
---------------------------
$ 430 (245)
===========================

</TABLE>

At December 31, 1993, the Company has a net operating loss carryforward for
state income tax purposes of approximately $884,000 which is available to offset
future state taxable income, if any, through 2001. The Company also has
alternative minimum tax credit carryforward of approximately $81,000 which is
available to reduce future federal regular income taxes, if any, over an
indefinite period.

10. Employee Benefit Plans

The company sponsors a defined contribution 401(k) plan covering substantially
all employees under which employees' contributions may be partially matched by
the Company. The Company's contributions in 1993, 1992, and 1991 were $41,000,
$27,000, and $17,000, respectively.

11. Relationships with Certain Stockholders and Affiliates

The Company and its subsidiaries, through common owners and/or directors, are
considered to be related parties for financial reporting purposes with one
other bank holding company and its bank.

UB purchased loan participations from this bank totaling $49,000 at December
31, 1993 and sold loan participations to this bank totaling $118,000 and
$191,000 at December 31, 1993 and 1992, respectively.

-24-
<PAGE> 25

12. Financial Instruments With Off-Balance Sheet Credit Risk

The Company is a party to financial instruments with off-balance sheet credit
risk in the normal course of business to meet the financing needs of its
customers. These financial instruments include commitments to extend credit
and standby letters of credit. These instruments involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the consolidated
balance sheets. The contract amounts of those instruments reflect the extent
of involvement the Company has in particular classes of financial instruments.

The Company's exposure to credit loss in the event of nonperformance by one of
the other parties to the financial instruments for commitments to extend credit
and standby letters of credit is represented by the contractual amounts of
those instruments. The Company uses the same credit policies in making
commitments and conditional obligations as it does for on-balance sheet
instruments. Financial instruments whose contract amounts represent credit risk
at December 31, 1993, are as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
1993 1992
----------------------------
Commitments to extend credit . . . . . . . . . . . . . . . . . . . . $6,160,000 4,175,000
Standby letters of credit . . . . . . . . . . . . . . . . . . . . . 916,000 460,000

</TABLE>

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

Standby letters of credit are conditional commitments issued by the Company to
guarantee the performance of a customer to a third party. Those guarantees are
primarily issued to support private borrowing arrangements. All of the standby
letters of credit at December 31, 1993, are short-term guarantees; they expire
prior to December 31, 1994. The credit risk involved in issuing letters of
credit is essentially the same as that involved in extending loan facilities to
customers. When deemed necessary, the Company may hold a variety of collateral
to support these commitments similar to the types of collateral held for
commitments to extend credit.

13. Commitments and Contingencies

The Company, through its United Del City Tower subsidiary, leases excess office
space. Future minimum rentals for non- cancelable office leases, with initial
or remaining terms of one year or more consisted of the following at December
31, 1993:
<TABLE>
<S> <C>
1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 276,000
1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221,000
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172,000
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,000
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,000
</TABLE>

14. Employee Stock Plans

The United Oklahoma Bankshares, Inc. Incentive Stock Option Plan ("ISO Plan")
authorizes the Board of Directors to grant stock options up to a maximum of
360,000 shares of the Company's common stock which are reserved for issuance
pursuant to both the ISO Plan and the United Oklahoma Bankshares, Inc.
Employees' Stock Purchase Plan of 1983. The ISO Plan expired in 1992. Options
are exercisable during a period of not greater than ten years from the date of
grant. At December 31, 1993, no stock options were outstanding.

-25-
<PAGE> 26

15. Agreements with Bank Regulators

The Company is operating under a written agreement with its primary bank
regulatory authority, the Federal Reserve Bank, as a result of an examination
performed as of September 30, 1985 and subsequent examinations. Under the
terms of the agreement, the Company cannot pay or receive dividends without
prior regulatory approval. During 1993 the Company obtained approval to receive
dividends of $450,000 from UB.

16. Regulatory Capital Requirements

During 1989, regulatory agencies approved regulations to implement a risk-based
capital framework that makes capital requirements more sensitive to the risk
profiles of individual banking companies. These regulations define capital as
either core capital (Tier 1) or supplementary capital (Tier 2). Core capital
consists primarily of common shareholders' equity, while supplementary capital
is comprised of preferred stock, certain debt instruments, and a portion or,
the allowance for loan losses. At December 31, 1993, the required core capital
is 4.00% and total risk-based capital is 8.00%. UB's core and total risk-based
capital exceed regulatory guidelines at December 31, 1993 and 1992,
respectively, and are as follows:

<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Tier 1 capital (core) 13.27% 13.25%
Tier 2 capital (total risk-based) 14.21 14.33
</TABLE>

-26-
<PAGE> 27

17. Parent Company Financial Statements

Following are the condensed financial statements for United Oklahoma
Bankshares, Inc. (Parent Company Only):

Statements of Operations
<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------------------
1993 1992 1991
-----------------------------------------
(In thousands)
<S> <C>
Income:
Dividend from UB . . . . . . . . . . . . . . . . . . . . . . 450 - -
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 8 12 8
-----------------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 458 12 8
-----------------------------------------
Expenses:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . 42 66 42
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 72 14 1,502
-----------------------------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . 114 80 1,555
-----------------------------------------
Income (loss) before income taxes, undistributed income of
subsidiaries and cumulative effect of change in accounting
principle . . . . . . . . . . . . . . . . . . . . . . . . 344 (68) (1,536)
Income tax benefit (expense) . . . . . . . . . . . . . . . . 40 (19) 580
Income (loss) before undistributed income of subsidiaries and
cumulative effect of change in accounting principle . . . 384 (87) (956)
Equity in undistributed income of subsidiaries . . . . . . . 271 735 598
-----------------------------------------
Income (loss ) before cumulative effect of change in
accounting principle . . . . . . . . . . . . . . . . . . . 655 648 (358)
Cumulative effect of change in accounting principle . . . . . 116 - -
-----------------------------------------
Net income (loss) . . . . . . . . . . . . . . . . . . $ 771 648 (358)
=========================================

BALANCE SHEETS
December 31,
-------------------------
1993 1992
-------------------------
Assets (In thousands)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . $ 359 132
Investment in UB at equity . . . . . . . . . . . . . . . . . . . . . . . . . 6,501 6,230
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 142
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 60

$ 6,920 6,564
=========================

Liabilities and Stockholders' Equity
Accrued expenses and other liabilities, principally deferred income taxes . . $ 181 146
Long term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 450 900
-------------------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 631 1,046
-------------------------
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,356 4,356
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,805 2,805
Accumulated deficit and other . . . . . . . . . . . . . . . . . . . . . . . . (872) (1,643)
-------------------------
Net stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . 6,289 5,518
-------------------------
$ 6,920 6,564
=========================
</TABLE>

-27-

<PAGE> 28

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------
1993 1992 1991
---------------------------------------
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . 655 648 (358)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Equity in undistributed income of subsidiaries . . . . (271) (735) (598)
Loss on sale of land . . . . . . . . . . . . . . . . . 49 - -
Increase (decrease) in other liabilities . . . . . . . 151 349 (168)
------------------------------------------
Total adjustments . . . . . . . . . . . . . . . . . (71) (386) (1,124)
------------------------------------------
Net cash provided by (used in) operating activities . . . . . 584 262 (1,124)
------------------------------------------
Cash flows from investing activities:
Proceeds from sale of land . . . . . . . . . . . . . . . . 93 - -
-------------------------------------------
Net cash provided by investing activities . . . . . . . . . . 93 - -
-------------------------------------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt . . . . . . . . . - - 1,400
Repayment of long-term debt . . . . . . . . . . . . . . . (450) (500) -
-------------------------------------------
Net cash (used in) provided by financing activities . . . . . (450) (500) 1,400
-------------------------------------------
Net increase (decrease) in cash and cash equivalents . . . . 227 (238) 276
-------------------------------------------
Cash and cash equivalents at beginning of year . . . . . . . 132 370 94
-------------------------------------------
Cash and cash equivalent at end of year . . . . . . . . . . . 359 132 370
===========================================

</TABLE>

-28-
<PAGE> 29

INDEPENDENT AUDITORS' REPORT
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

The Board of Directors and Stockholders
United Oklahoma Bankshares, Inc.:

We have audited the accompanying consolidated balance sheets of United Oklahoma
Bankshares, Inc. (the Company) and subsidiaries as of December 31, 1993 and
1992, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1993. 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 audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the mounts and disclosures: in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of United Oklahoma
Bankshares, Inc. and subsidiaries as of December 31, 1993 and 1992, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1993, in conformity with generally
accepted accounting principles.

As discussed in note 1 to the consolidated financial statements, the Company
adopted the provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," in 1993.

KPMG PEAT MARWICK

Oklahoma City, Oklahoma
February 25, 1994

-29-
<PAGE> 30

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

CONDENSED AVERAGE BALANCE SHEETS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
------------------------------------------------
1993 1992
------------------------------------------------
<S> <C> <C> <C> <C>
AVERAGE ASSETS:
Cash and due from banks . . . . . . . . . . $ 2,543 3.23 % 2,438 3.27 %
Federal funds sold . . . . . . . . . . . . . 1,933 2.45 1,720 2.31
Investment securities . . . . . . . . . . . 33,197 42.14 31,235 41.88
Loans . . . . . . . . . . . . . . . . . . . 35,519 45.08 32,919 44.14
Less: Allowance for loan losses . . . . . . (468) (0.59) (496) (0.67)
Property and equipment, net . . . . . . . . 4,244 5.39 4,158 5.58
Accrued interest and other assets . . . . . 1,817 2.30 2,600 3.49
-------------------- ------------------
$ 78,785 100.00 % 75,574 100.00 %
==================== ==================

AVERAGE LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
Demand:
Individuals, partnerships and corporations 12,592 15.99 11,636 15.61
Due to banks . . . . . . . . . . . . . . - 0.00 - 0.00
NOW and money market checking . . . . . . 9,009 11.43 7,824 10.49
Savings and money market savings . . . . . 19,328 24.53 16,656 22.33
Time . . . . . . . . . . . . . . . . . . . 29,464 37.40 30,421 40.79
------------------- -----------------
Total deposits . . . . . . . . . . . . . 70,393 89.35 66,537 89.22
Short-term borrowings . . . . . . . . . . . 18 0.03 17 0.03
Long-term debt . . . . . . . . . . . . . . . 635 0.80 1.125 1.51
Accrued interest and other liabilities . . . 1,851 2.35 1,642 2.20
------------------- ------------------
Total liabilities . . . . . . . . . . . 72,897 92.53 69,321 92.96
------------------- ------------------
Stockholders' equity:
Preferred stock . . . . . . . . . . . . . 4,356 5.53 4.356 5.84
Common stock . . . . . . . . . . . . . . . 2,805 3.56 2,805 3.76
Additional paid-in capital . . . . . . . . 7,358 9.34 7,358 9.87
Accumulated deficit . . . . . . . . . . . (7,545) (9.58) (8.180) (10.97)
------------------- -------------------
6,974 8.85 6,339 8.50
Less cost of common stock held in treasury (1,086) (1.38) (1.086) (1.46)
------------------- ------------------
Net stockholders' equity . . . . . . . . 5,888 7.47 5,253 7.04
------------------ ------------------
78,785 100.00 % 74,574 100.00 %
================== =================

</TABLE>

-30-

<PAGE> 31

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ANALYSIS OF NET INTEREST INCOME
<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------------------------------------------
1993 1992
-----------------------------------------------------------------
Average Income/ Yield Average Income/ Yield
Balance Expense Rate Balance Expense Rate
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earning Assets:
Investment securities . . . . . . . . 33,197 1,936 5.83 31,235 2,211 7.08
Federal funds sold . . . . . . . . . . 1,933 56 2.90 1,720 59 3.43
Loans, net of unearned discount (1) . 35,519 3,243 9.13 32,919 3,190 9.69
------------------------- ------------------------
Total earning assets/total interest $70,649 5,235 7.41 % 65,874 5,460 8.29 %
========================= ========================

Income . . . . . . . . . . . . . . .
Interest Bearing Liabilities:
Interest bearing deposits . . . . . 57,801 1,804 3.12 54,901 2,232 4.07
Short-term borrowings . . . . . . . 18 1 5.56 17 1 5.88
Long-term debt . . . . . . . . . . . 635 42 6.61 1,125 66 5.87
------------------------ -------------------------
Total interest bearing
liabilities/total interest expense 58,454 1,847 3.16 56,043 2.299 4.10
Differentials/net interest income . . . . . 12,195 3,388 4.25 % 9,831 3,161 4.19 %
======================== ========================
Net interest income as reported/net
interest yield on interest earning assets 4.80 % 4.80 %
==== ====

</TABLE>

(1) Loans, classified as non-accruing at included in the average balance
calculation.

-31-

<PAGE> 32

SELECTED STATISTICAL, INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

LOAN CONCENTRATIONS

<TABLE>
<CAPTION>
December 31, 1993
--------------------------
Percent
Amount of Total
-------------------------
<S> <C> <C>
Commercial, financial and agricultural . . . . . . . . . . . $ 13,953 37.71 %
Real estate-construction . . . . . . . . . . . . . . . . . . 1,860 5.03
Real estate-mortgage . . . . . . . . . . . . . . . . . . . . 13,236 35.77
Credit card receivables . . . . . . . . . . . . . . . . . . . 719 1.94
Installment . . . . . . . . . . . . . . . . . . . . . . . . . 7,239 19.55
------------------------
Total loans . . . . . . . . . . . . . . . . . . . . . . $ 37,007 100.00 %
========================
- ----------------

</TABLE>

Participations purchased amounting to $1,570,000 at December 31, 1993 are
included in commercial. In addition, it should be noted that certain commercial
loans may be secured by real estate.

-32-

<PAGE> 33

SELECTED STATISTICAL INFORMATION
UNITED 0KLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
Years ended December 31
-----------------------------
1993 1992
-----------------------------
(In thousands)
<S> <C> <C>
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . $ 469 495
Charge-offs:
Commercial, financial and agricultural . . . . . . . . . . . . . . . (264) (175)
Credit card receivables, installment . . . . . . . . . . . . . . . . (23) (12)
-----------------------------
Total charge-offs . . . . . . . . . . . . . . . . . . . . . . . (287) (187)
-----------------------------
Recoveries:
Commercial, financial and agricultural . . . . . . . . . . . . . . . 19 33
-----------------------------
Total recoveries . . . . . . . . . . . . . . . . . . . . . . . . 19 33
-----------------------------
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (268) (154)
Additions charged to operating expense . . . . . . . . . . . . . . . . . 236 128
-----------------------------
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . $ 437 469
=============================
Total average loans, net of unearned discount . . . . . . . . . . . . . . $ 35,519 32,919
=============================

Ratio of net charge-offs to total average loans,
net of unearned discount . . . . . . . . . . . . . . . . . . . . . . . 0.75 % 0.47%
=============================
Total loans, net of unearned discount . . . . . . . . . . . . . . . . . . $ 36,946 34,273
=============================
Ratio of allowance for loan losses to total loans,
net of unearned discount . . . . . . . . . . . . . . . . . . . . . . . 1.18% 1.37%
=============================
</TABLE>

-33-

<PAGE> 34

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
---------------------------------------------------------------
1993 1992
---------------------------------------------------------------
% of Loans
IN EACH
AMOUNT CATEGORY Amount
(In thousands)
<S> <C> <C> <C> <C> <C>
Commercial, financial and agricultural . . . . $ 73 37.44 % 146 38.88
Real estate-construction . . . . . . . . . . . 4 5.29 3 3.39
Real estate-mortgage . . . . . . . . . . . . . 99 35.51 90 33.49
Credit card receivables and installment . . . - 21.76 4 24.24
------------------------- -----------------------
Total . . . . . . . . . . . . . . . . . . . 176 100.00 % 243 100.00
====== =======
Unallocated . . . . . . . . . . . . . . . . . . 261 226
--------- -------
Total allowance . . . . . . . . . . . . . . $ 437 469
========= =======
</TABLE>
- -------------------

-34-

<PAGE> 35

SELECTED Statistical INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

MATURITY DISTRIBUTION OF INVESTMENT SECURITIES

<TABLE>
<CAPTION>
Within One Year After One Year After Five Years Average
But Within But Within After Maturity
Five Years Ten Years Ten Years Total (In Years)*
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield %

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1993
U.S. Treasury $ - - % 3,383 7.39 % - - % - - % 3,383 7.39
Securities
Mortgage-backed - - - - - - - - 20,60 5.56
securities
State & municipals - - 2,325 3.71 3,050 4.64 436 6.20 5,811 4.39
------------- ------------- -------------- ------------- ------------- -------
Total % 5,708 7.17 % $3,050 4.64 % $ 436 6.20 % $29.7 5.54 % 18.51
============= ============= ============== ============= ============= =======

December 31, 1992
U.S. Treasury $ - - % $3,377 7.18 % - - - - $ 3,377 7.18 %
securities
Mortgage-backed - - - -
securities
State & municipals - - 107 6.80 1,394 5.98 - - 1,501 6.04
------------- ------------- -------------- ------------- ------------- -------
Total - - $ $3,484 7.18 % 1,394 5.98 % - - % $33,352 7.62 % 21.25
amount/yield ============= ============= ============== ============= ============= =======
</TABLE>

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

*Includes contractual maturities of mortgage-backed securities which may vary
significantly from actual cash flows due to prepayments.

DISTRIBUTION OF AVERAGE DEPOSITS

--------------------------------------------------------------
Years ended December 31,
--------------------------------------------------------------
1993 1992
-------------------- --------------------
Average Average
-------------------- --------------------
Amount Rate Amount Rate
-------------------- --------------------
<S> <C> <C> <C> <C>
Demand:
Individuals, parties hips and $ 12,592 - % $ - %
corporations . . . . . . . . . . . . . 11,636
Due to banks . . . . . . . . . . . . - - - -
NOW and money market checking . . . . . . 9,009 2.55 7,824 3.04
Savings and money market savings . . . . 19,328 2.90 16,656 3.60
Time of less than $100',000 17,089 3.67 18,920 4.72
Tune of $100,000 or more 12,375 3.12 11,501 4.36
-------------------- --------------------
$ 70,393 2.56 % $ 66,537 3.35 %
==================== ====================
</TABLE>

-35-
<PAGE> 36

SELECTED STATISTICAL INFORMATION
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES

SHORT-TERM BORROWINGS

The following table summarizes information with respect to certain short-term
borrowings for the years indicated.

<TABLE>
<CAPTION>
Amount Outstanding Average Amount
End of Year Maximum Outstanding
------------------- Amount ------------------------
Average Outstanding Average
Interest at any Month Interest
Amount Rate End Amount Rate
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1993
Federal funds purchased and securities sold . . - - % $ - $ 18 2.93%
1992
Federal funds purchased and securities sold - - % 1,000 17 5.88%
1991
Federal funds purchased and securities sold - - % 410 37 5.41%
- -------------

</TABLE>

RETURN ON EQUITY AND ASSETS

<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------

1993 1992 1991
-----------------------------
<S> <C> <C> <C>
Ratio of net income (loss) to:
Average ending assets . . . . . . . . . . . . . . . . . . . . . . . 1.09% 1.00 (0.65)%
Average total assets . . . . . . . . . . . . . . . . . . . . . . . . 0.98 0.87 (0.54)
Average total assets . . . . . . . . . . . . . . . . . . . . . . . . 13.09 12.34 (7.32)
Ratio of net income (loss) to:
Average stockholders' equity 7.47 7.04 7.44
Average total loans . . . . . . . . . . . . . . . . . . . . . . . . 16.58 15.96 17.54
Dividend payment ratio . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

</TABLE>

-36-
<PAGE> 37

DIRECTORS AND EXECUTIVE OFFICERS
UNITED OKLAHOMA BANKSHARES, INC.

JOHN N. AINSWORTH, 85. Director of the Company since 1982 - term expiring in
1995. Mr. Ainsworth, formerly a senior bank executive, is retired.

WILLIS WHEAT, 68. Director of the Company since 1989 - term expiring in 1994.
Mr. Wheat is past Dean of The Meinders School of Business Education at
Oklahoma City University. Prior to that time, Mr. Wheat was Executive Vice
President at Liberty National Bank, N.A., in Oklahoma City from 1964 to
1987.

MORRISON G. TUCKER, 82. Director of UB since 1984, and of the Company since
1974 - term expiring in 1996. Mr. Tucker is Chairman of UB and the
Company. Mr. Tucker is the principal common stockholder.

JUNE A. O'STEEN, 57. Senior Vice President of UB, and Principal Accountant for
the Company since June, 1989. Prior to that time Ms. O'Steen was Senior
Vice President and General Auditor of UB, since 1984, and the Company,
since 1980.

-37-

<PAGE> 38

EXECUTIVE COMPENSATION

<PAGE> 39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the name and address of each shareholder who
beneficially owns more than 5% of the Company's common stock, the number of
shares beneficially owned by each, and the percent of outstanding common stock
so owned as of December 31, 1993. Unless otherwise indicated, each person has
sole voting and investment power with respect to the shares beneficially owned.

<TABLE>
<CAPTION>
Number of Percent
Name and Address Shares of Class
- ---------------- ------ --------
<S> <C> <C>
John G. Tucker 260,000 9.83%
524 East 84th Street
New York, New York

Morrison G. Tucker
2403 Northwest Grand Blvd. 261,142 9.91%
Oklahoma City, Oklahoma

Suzanne Tucker-Fong 150,716 5.70%
P O Box 82958
Oklahoma City, Oklahoma
</TABLE>

-39-

<PAGE> 40

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF CLASS
COMMON 9% PREFERRED COMMON 9% PREFERRED
<S> <C> <C> <C> <C>
John N. Ainsworth 30,000(1) 1,924(1) 1.13% 1.33%

Morrison G. Tucker 261,142 36,998(2) 9.91% 25.48%

All officers and
directors as a
group 291,142 38,922 11.04% 26.81%
</TABLE>

- ---------

(1) Includes 1,200 shares of common stock and 34 shares of 9% preferred
stock held of record and beneficially owned by Mr. Ainsworth's wife.

(2) Includes 36,998 shares of 9% preferred stock held of record and
beneficially owned by Mr. Tucker's wife.

-40-

<PAGE> 41

CERTAIN TRANSACTIONS

-41-

<PAGE> 42

SIGNATURES

UNITED OKLAHOMA BANKSHARES, INC.

By: /s/Morrison O. Tucker
--------------------------------
Morrison G. Tucker, President

SIGNATURE TITLE DATE

/s/Morrison G. Tucker Chairman of the Board
---------------------------------- and President
Morrison G. Tucker

/s/June A. O'Steen Principal Accountant March 28, 1994
----------------------------------
June A. O'Steen

/s/John N. Ainsworth Director
----------------------------------
John N. Ainsworth

/s/Willis Wheat Director
----------------------------------
Willis Wheat

* By: Morrison G. Tucker
--------------------------
Morrison G. Tucker

* As Attorney in fact pursuant to Power
of Attorney filed as Exhibit 25

-42-

<PAGE> 43

<TABLE>
FORM 10-K CROSS REFERENCE SECTION
<S> <C> <C> <C>
Part I Item 1 Business 2
Item 2 Properties 2
Item 3 Legal Proceedings 2
Item 4 Submission of Matters to a Vote of Security Holders (during the *
fourth quarter of 1993)

Part IV Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) Financial Statements: 29
o Independent Auditors' Report 12
o Consolidated Statements of Operations - years ended 13
December 3, 1993, 1992, and 1991
o Consolidated Balance Sheets 14
December 31, 1993 and 1992
o Consolidated Statements of Changes in Stockholders' 15
Equity - years ended December 31, 1993, 1992, and
1991
o Consolidated Statements of Cash Flows - years ended 15
December 31, 1993, 1992, and 1991
o Notes to Consolidated Financial Statements - years 16-28
ended December 31, 1993, 1992, and 1991
(2) Financial Statement Schedules:
o All schedules normally required by Form 10-K are
omitted since they are either not applicable or the
required information is shown in the consolidated
financial statements or the notes thereto.

</TABLE>

-43-
<PAGE> 44

(a) (3) (3) Exhibits:
3 Articles of incorporation and bylaws (filed as **
Exhibit 3(a) and 3(b) to Company's Registration
Statement No. 2-85935, "Registration Statement")
4 Instruments defining the rights of security **
holders, including indentures (filed as Exhibit
3(a) to Company's Registration Statement
10 Material Contracts: **
(a) United Oklahoma Bankshares, Inc. Incentive **
Stock Option Plan of 1982 (filed as Exhibit
10(a) to Company's Registration Statement Co
(b) Forms of United Oklahoma Bankshares, Inc. **
Incentive Stock Option Agreements (filed as
Exhibit 10(b) to Company's Registration
Statement
(c) United Oklahoma Bankshares, Inc. Employee **
Stock Ownership Plan and Trust of 1982 (file
as Exhibit 10(c) to Company's Registration
Statement
(d) Stockholders' resolutions establishing Unite **
Oklahoma Bankshares Employees' Stock Purchas
Plan of 1983 (filed as Exhibit 10(d) to
Company's Registration Statement
(e) Form of agreements relating to stock purchas **
under the United Oklahoma Bankshares
Employees' Stock Purchase Plan of 1983 (file
as Exhibit 10(e) to Company's Registration
Statement)
(f) Letter Agreement, dated April 26, 1982, **
between United Oklahoma Bankshares, Inc. and
Fort Worth National Bank, as amended (filed
Exhibit 10(1) to Company's Registration
Statement)
(g) Promissory Note and Security Agreement, date **
April 29, 1982, between United Oklahoma
Bankshares, Inc. Employee Stock Ownership Pl
and Trust of 1982 and The Fort Worth National
Bank (filed as Exhibit 10(m) to Company's
Registration Statement)

-44-

<PAGE> 45

(a) (3) Exhibits:
10 Material Contracts: **
(h) Deposit Insurance Transfers and Asset Purchase **
Agreement, dated May 11, 1984, between United
Oklahoma Bankshares, Inc., as agent for United
Del City Bank, and the Federal Deposit
Insurance Corporation (filed as Exhibit to
Form 8-K dated May 25, 1984
(i) Stock Purchase Agreement between United Del **
City Bank and United Oklahoma Bank (filed as
Exhibit 10 to Form 10-K dated December 31,
1986)
(j) Accounts Receivable Purchase Agreement between **
United Del City Bank and United Oklahoma Bank
(filed as Exhibit 10 to Form 10-K dated
December 31, 1986)
22 Subsidiaries of the Company 46
25 Power of Attorney 47,48
(b) Reports on Form 8-K 49

* Not Applicable
** Included in previous filings

-45-
<PAGE> 46

SUBSIDIARIES

The Company has two wholly owned subsidiaries, United Bank and United Loan and
Thrift Company, Inc. The following corporation is a wholly Owned subsidiary of
United Bank:

United Del City Tower, Inc.

-46-

<PAGE> 47

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That each of the undersigned do hereby constitute and appoint Morrison G.
Tucker his true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place and stead, and in any and all
capacities to execute and sign Annual Report on Form 10-K for the 1993 fiscal
year of United Oklahoma Bankshares, Inc. and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and age fit may lawfully do or cause
to be done by virtue hereof.

DATED THIS 28th day of March, 1994.

---------------------------
JOHN N. AINSWORTH, Director

---------------------------
WILLIS WHEAT, Director

----------------------------
MORRISON G. TUCKER, Director

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this 28th day of Mach,
1994, by Ainsworth:

---------------------------------------
Notary Public

My commission expires:

June 6, 1994
- ----------------------

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this 28th day of May, 1994,
by Willis Wheat.

---------------------------------------
Notary Public
My commission expires:

June 6, 1994
- ----------------------

-47-
<PAGE> 48

STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )

The foregoing instrument was acknowledged before me this 28th:day of March,
1994, by Morrison G. Tucker.

-------------------------------
Notary Public
My commission expires:
June 6. 1994
- ------------

-48-
<PAGE> 49

REPORT'S ON FORM 8-K

The Company did not file any reports on Form 8-K during the fourth quarter of
1993.

-49-

<PAGE> 1
EXHIBIT 13(d)(6)

[Image]

Form 10-Q for UNITED OKLAHOMA BANKSHARES INC filed on May 15 1997

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

For the quarter ended March 31, 1997 Commission file number 0-12047

UNITED OKLAHOMA BANKSHARES, INC.
(Exact name of registrant as specified in its charter)

Oklahoma 73-09696432
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)

4600 S.E. 29th Street
Del City, Oklahoma 73115
(Address of principal executive offices) Zip Code

Registrant's telephone number, including area code(405)677-8711

[X] Yes No[ ]

As of May 6, 1997, 2,532,237 shares of the registrant's common stock, par value
$1.00 per share, were outstanding.

<PAGE> 2

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except earnings per share)

Three months ended
March 31,
1997 1996
(Unaudited)
Interest income:
Interest and fees on loans $1,315 1,172
Interest on federal funds sold 16 49
Interest on securities 348 403
Total interest income 1,679 1,624

Interest expense:
Interest on deposits 586 632
Interest on long-term debt 42 --
Total interest expense 628 632

Net interest income 1,051 992

Provision for loan losses 75 84
Net interest income after provision
for loan losses 976 908

Non-interest income:
Service charges on deposits 204 191
Other service charges and fees, net 51 56
Securities gains -- --
Total non-interest income 255 247

Non-interest expense:
Salaries and employee benefits 502 555
Occupancy expense, net 81 57
Other real estate owned -- 2
Other 303 185
Total non-interest expense 886 799

Income before income taxes 345 356

Income tax expense 88 97

Net income $ 257 259

Earnings per share** $ 0.06 0.06

Average outstanding common shares 2,532 2,532

**Earnings per share is calculated on year-to-date net income less the unpaid
year-to-date preferred stock dividends. Preferred stock dividends accrue at
$98,000 per quarter. See the Consolidated Balance Sheet, Stockholder Equity
section for the number of authorized shares outstanding and total cumulated
unpaid dividends.

<PAGE> 3

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

March 31, December 31,
1997 1996
(In thousands)
ASSETS
Cash and due from banks $ 4,089 3,070
Federal funds sold 2,200 --
Investment securities 22,109 25,720
Loans 55,783 51,183
Unearned discounts -- (2)
Allowance for loan losses (1,020) (908)
Loans, net 54,763 50,273
Property and equipment, net 4,016 4,077
Other real estate 50 47
Accrued interest receivable 541 594
Accounts receivable 71 80
Other assets 399 190
$ 88,238 84,051
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Interest bearing $ 57,278 57,506
Non-interest bearing 15,178 15,614
Total deposits 72,456 73,120

Deferred taxes 1,215 1,218
Other liabilities 589 890
Total liabilities 79,260 75,228
Commitments and contingencies -- --
Stockholders'equity:
Preferred stock, 9% cumulative, nonvoting
$30 par value, redeemable at the Company's
option at par plus cumulative unpaid
dividends. Cumulative unpaid preferred
dividends amount to $4,508,460 or $31.05
per share at March 31, 1997. Authorized
150,000 shares; issued and outstanding
145,199 shares in 1997 and 1996 4,356 4,356
Class B preferred stock, $1 par value
Authorized 500,000 shares;
none issued or outstanding -- --
Common stock, $1 par value. Authorized
10,000,000 shares; issued 2,805,385
in 1997 and 1996 2,805 2,805
Additional paid-in capital 7,358 7,358
Accumulated deficit (4,348) (4,605)
Net unrealized holding loss on investment
securities available for sale,net of
deferred taxes (96) 6
10,075 9,920
Less cost of common stock held in Treasury
(273,148 shares in 1997 and 1996) (1,097) (1,097)
Net stockholders'equity 8,978 8,823
$ 88,238 84,051

<PAGE> 4

UNITED OKLAHOMA BANKSHARES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)

March 31, December 31,
1997 1996
(In thousands)
Preferred stock:

Balance at beginning and end of year $ 4,356 4,356

Common stock:

Balance at beginning and end of year 2,805 2,805

Additional paid-in capital:

Balance at beginning and end of year 7,358 7,358

Accumulated deficit:

Balance at beginning of year (4,605) (5,540)
Net income 257 935

Balance at end of year (4,348) (4,605)

Net unrealized holding gain (loss) on
investment securities available for sale:

Balance at beginning of year 6 (59)
Implementation of change in accounting
for investment securities,
net of deferred taxes -- --
Change in net unrealized holding gain
(loss) on investment securities
available for sale, net of deferred taxes (102) 65

Balance at end of year (96) 6

Treasury stock:

Balance at beginning and end of year (1,097) (1,097)
Purchase stock -- --

Balance at end of year (1,097) (1,097)

Net stockholders' equity $ 8,978 8,823

4
<PAGE> 5

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Three months ended
March 31,
1997 1996
(In thousands)
Cash flows from operating activities:
Net Income $ 257 259
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 118 106
Provision for loan losses 75 84
Provision for market decline-other real estate -- 2
Amortization of intangibles -- --
Amortization of premium, accretion of
discounts, net 16 22
Gain on sale of securities 48 --
Increase (decrease) in interest payable (105) (178)
(Increase) decrease in interest receivable 53 (23)
(Increase) decrease in other assets (203) (84)
Decrease in deferred income taxes (3) 86
(Decrease) increase in other liabilities (196) (196)
Total adjustments (197) (181)

Net cash provided by operating activities 60 78

Cash flows from investing activities:
Proceeds from principal payments on mortgage
backed securities 374 294
Proceeds from maturities or sales of securities 3,106 --
Purchase of securities -- --
Net (increase) decrease in loans (4,600) (4,338)
Capital expenditures (57) (158)
Net cash used in investing activities (1,177) (4,202)

Cash flows from financing activities:
Net increase in interest bearing and non-
interest bearing demand deposits, savings
and certificates of deposit (664) 386
Long-term debt 5,000 --

Net cash provided by financing activities 4,336 386

Net increase in cash and cash equivalents 3,219 (3,738)

Cash and cash equivalents at beginning of period 3,070 8,884

Cash and cash equivalents at end of period $ 6,289 5,146

Supplemental disclosure of noncash investing
activities:

Net unrealized holding loss on investment securites
available for sale, net of deferred tax $ (96) (163)

5
<PAGE> 6

United Oklahoma Bankshares, Inc. and Subsidiaries
Notes to Consolidated Quarterly Financial Information
(Unaudited)

1. Summary of Significant Accounting Policies

The accounting and reporting policies of United Oklahoma Bankshares, Inc.
(the "Company") and its subsidiaries conform to generally accepted
accounting principles and practices within the banking industry. The
following represent the more significant of those policies and practices.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company
and its subsidiaries, all wholly owned, after elimination of all
significant intercompany accounts and transactions.

Securities

The Company adopted the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" (Statement 115), at January 1, 1994. Under Statement 115, the
Company classified its debt and marketable equity securities in one of
three categories: trading, available for sale, or held to maturity.
Trading securities are bought and held principally for the purpose of
selling them in the near term. No investment securities within the
portfolio are considered trading. Held to maturity securities are those
securities for which the Company has the ability and intent to hold until
maturity. All other securities not included in held to maturity are
classified as available for sale.

6
<PAGE> 7

Item 2.

Management's Discussion and Analysis of Financial
Condition and Operating Results

Results of Operations-Quarter Ended March 31, 1997

The following discussion and analysis is designed to provide a better
understanding of the significant factors related to the Company's results of
operations, financial condition, liquidity and capital resources (including its
subsidiary bank, United Bank (UB) and its non-bank subsidiaries). Management is
unaware of any trends, events or uncertainties that will have or that are
reasonably likely to have a material effect on the Company's operations.

Overview

Net income for the first quarter of 1997 was approximately $257,000, compared
to $259,000 for the first quarter of 1996. The before tax income for the first
quarter of 1997 was $345,000 compared to $356,000 for the first quarter of
1996. Earnings per share reflected income of $0.06 at March 31, 1997, compared
to income of $0.06 per share at March 31, 1996. Earnings per share is
calculated on year-to date net income less the unpaid year-to date preferred
stock dividends. Unpaid preferred stock dividends accrue at $98,000 per
quarter.

Net Interest Income

Net interest income was $1,051,000 for the three months ended March 31, 1997
compared to $992,000 for the same period in 1996, representing an increase of
$59,000 or 6%. The volume of average earning assets increased $1,718,000 while
average interest bearing liabilities increased $772,000 between March 31, 1996
and 1997. The yield on average earning assets increased 6 basis points from
March 31, 1996 to March 31, 1997 while the rate paid on average interest
bearing liabilities decreased 8 basis points during the same time period
resulting in a increase in the spread between the yield on earning assets and
rate paid on interest bearing liabilities of 14 basis points.

Allowance for Loan Losses

The allowance for loan losses was approximately $1,020,000 at March 31, 1997
compared to $908,000 at December 31, 1996 and $593,000 at March 31, 1996. As a
percentage of loans, the allowance for loan losses was 1.90%, 1.77% and 1.24%
at March 31, 1997, December 31, 1996 and March 31, 1996 respectively.

7
<PAGE> 8

Securities

The Company has designated securities as "Held to maturity" or "Available for
sale". A comparison of recorded value and market value of securities is as
follows (in thousands):

March 31, 1997
Held to maturity:
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Market value

State & municipals $ 780 17 (1) 796

Total "Held to maturity" $ 780 17 (1) 796

Available for sale:

U. S. Treasury securities $ 1,094 - (10) 1,084
Mortgage-backed securities 14,382 51 (170) 14,263
State & municipals 6,013 22 (54) 5,981

Total "Available for sale" $21,489 73 (234) 21,328

Non-performing Assets

Non-performing assets, including other real estate, totalled $920,000 at March
31, 1997, an increase of $833,000 from December 31, 1996.

The following table sets forth such loans and other real estate at the dates
indicated.-

March 31, December 31, March 31,
1997 1996 1996
(Dollars in thousands)

Non-accrual loans 920 87 117
Loans contractually past due 90 days or more - - -
Total nonperforming loans 920 87 117
Other real estate 50 47 114

Total nonperforming assets 970 134 231

Nonperforming loans to total loans 1.65% 0.17% 0.24%

8
<PAGE> 9

Capital and Liquidity

The Company's primary capital totalled $9,997,000 and $9,731,000 at March 31,
1997 and December 31, 1996, respectively. Equity capital totalled $8,977,000
and $8,823,000 at March 31, 1997 and December 31, 1996, respectively. The
Company's ratio of primary capital and equity capital to assets are as follows:

March 31, December 31,
1997 1996

Company's primary capital to asset ratio 11.38% 11.28%
Company's equity capital to asset ratio 10.34 10.34

UB's primary capital totalled $10,007,000 and $9,731,000 at March 31, 1997 and
December 31, 1996 respectively. Equity capital totalled $8,987,000 and
$8,823,000 at March 31, 1997 and December 31, 1996 respectively. UB's ratio of
primary capital and equity capital to assets are as follows:

March 31, December 31,
1997 1996

UB's primary capital to asset ratio 11.47% 11.28%
UB's equity capital to asset ratio 10.42 10.33

UB is subject to certain regulatory capital regulations which require the
maintenance of certain levels of capital as a percentage of risk-adjusted
assets. These regulations define capital as either core capital (Tier 1) or
supplementary capital (Tier 2). Core capital consists primarily of common
shareholders' equity, while supplementary capital is comprised of preferred
stock, certain debt instruments, and a portion of the allowance for loan
losses. As of December 31, 1996, the required core capital was 4.00% and total
risk-based capital was 8.00%. UB's core and total risk-based capital exceed
regulatory guidelines at March 31, 1997 and December 31, 1996 respectively, and
are as follo4ws:

March 31, December 31,
1997 1996

Tier 1 capital (core) 14.13% 14.59%
Tier 2 capital (total risk-based) 15.74 16.09

Accounting Standards Adopted

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 125, "Accounting for the Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities." The Company adopted this
statement on January 1, 1997. The impact of this statement does not have a
material effect on the Company's consolidated financial statements.

9
<PAGE> 10

PART II. OTHER INFORMATION

Item 1. Legal Proceedings
The Company and its subsidiaries are not defendants in any
legal proceedings.

Item 2. Changes in Securities
None

Item 3. Defaults upon Senior Securities
None

Item 4. Submission of Matters to a Vote of Securities Holders
None

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K
a. Exhibits:
(1) Exhibit 27-Financial Data Schedule

b. None

10
<PAGE> 11

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

UNITED OKLAHOMA BANKSHARES, INC.
Registrant

DATE: May 14, 1997
George N. Cook
Chairman of the Board

June A. O'Steen
Principal Accountant

<PAGE> 1
EXHIBIT 13(d)(7)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

For the quarter ended September 30, 1996 Commission file number 0-12047
------------------ -------

UNITED OKLAHOMA BANKSHARES, INC.
--------------------------------
(Exact name of registrant as specified in its charter)

Oklahoma 73-0969432
- ---------------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

4600 S.E. 29th Street
Del City, Oklahoma 73115
- ---------------------------------------- -------------------------------
(Address of principal executive offices) Zip Code

Registrant's telephone number, including area code (405) 677-8711
------------------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by. section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

[X] Yes No [ ]

As of October 30, 1996, 2,532,237 shares of the registrant's common stock, par
value $1.00 per share, were outstanding.

<PAGE> 2
PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except earnings per share)

<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans ............................... $ 3,499 3,020 1,157 1,058
Interest on federal funds sold ........................... 127 115 36 16
Interest on securities ................................... 1,202 1,319 401 446
-----------------------------------------
Total interest income .................................. 4,828 4,454 1,594 1,520

Interest expense:
Interest on deposits ..................................... 1,843 1,900 600 643
Interest on long-term debt ............................... -- -- -- --
-----------------------------------------
Total interest expense ................................. 1,843 1,900 600 643
-----------------------------------------

Net interest income .................................... 2,985 2,554 994 877

Provision for loan losses ..................................... 384 234 30 85
-----------------------------------------

Net interest income after provision for loan losses .... 2,601 2,320 964 792
-----------------------------------------
Non-interest expense:
Service charges on deposits .............................. 600 590 206 209
Other service charges and fees, net ...................... 215 186 93 69
Security gains ........................................... -- -- -- --
-----------------------------------------
Total non-interest income .............................. 815 776 299 278
-----------------------------------------

Non-interest expense:
Salaries and employee benefits ........................... 1,506 1,368 482 448
Occupancy expense, net ................................... 176 189 61 84
Other real estate owned .................................. 2 (170) -- (26)
Other .................................................... 706 769 157 230
-----------------------------------------
Total non-interest expense ............................. 2,390 2,309 700 736
-----------------------------------------

Income before income taxes ............................. 1,026 787 563 334

Income tax expense ............................................ 288 193 193 92
-----------------------------------------
Net income ............................................. 738 594 370 242
=========================================
Earnings per share** .......................................... 0.18 0.12 0.11 0.06
=========================================
Average outstanding common shares ............................. 2,532 2,532 2,532 2,532
=========================================
</TABLE>

** Earnings per share is calculated on year-to-date net income less the
unpaid year-to-date preferred stock dividends. Preferred stock dividends
accrue at $98,000 per quarter. See the Consolidated Balance Sheet,
Stockholder Equity section for the number of authorized shares outstanding
and total cumulated unpaid dividends.

-2-
<PAGE> 3
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
----------------------------
(In thousands)
<S> <C> <C>
ASSETS

Cash and due from banks .................................... $ 4,144 2,584
Federal funds sold ......................................... 1,625 6,300
Investment securities ...................................... 26,416 28,800
Loans ...................................................... 47,162 44,144
Unearned discounts .................................... -- (2)
Allowance for loan losses ............................. (752) (538)
----------------------------
Loans, net ........................................ 46,410 43,604

Property and equipment, net ................................ 4,156 3,880
Other real estate .......................................... 47 63
Accrued interest receivable ................................ 507 589
Accounts receivable ........................................ 86 93
Other assets ............................................... 123 158
----------------------------
$ 83,514 86,071
============================

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
Interest bearing ...................................... $ 56,566 60,975
Non-interest bearing .................................. 16,587 15,295
----------------------------
Total deposits .................................... 73,153 76,270
----------------------------
Securities sold under repurchase agreement ................. -- --
Deferred taxes ............................................. 1,170 1,209
Other liabilities .......................................... 754 769
----------------------------
Total liabilities ................................. 75,077 78,248
----------------------------

Commitments and contingencies .............................. -- --
Stockholders' equity:
Preferred stock, 9% cumulative, nonvoting $30
par value, redeemable at the Company's
option at par plus cumulative unpaid
dividends. Cumulative unpaid preferred
dividends amount to $4,312,450 or $29.70
per share at September 30, 1996. Authorized
150,000 shares; issued and outstanding
145,199 shares in 1996
and 1995 ............................................ 4,356 4,356
Class B preferred stock, $1 par value. Authorized
50,000 shares; none issued or outstanding ........... -- --
Common stock, $1 par value. Authorized 10,000,000
shares; issued 2,805,385 in 1996 and 1995 ........... 2,805 2,805
Additional paid-in capital ............................ 7,358 7,358
Accumulated deficit ................................... (4,802) (5,540)
Net unrealized holding loss on investment securities
available for sale, net of deferred taxes ........... (183) (59)
----------------------------
9,534 8,920
Less cost of common stock held in treasury (273,148
shares in 1996 and 1995) ............................ (1,097) (1,097)
----------------------------
Net stockholders' equity .......................... 8,437 7,823
----------------------------
$ 83,514 86,071
============================
</TABLE>

-3-
<PAGE> 4
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
996 1995
------------ ------------
(In thousands)
<S> <C> <C>
Preferred stock:

Balance at beginning and end of year ..................... $ 4,356 4,356
------------ ------------

Common stock:

Balance at beginning and end of year ..................... 2,805 2,805
------------ ------------

Additional paid-in capital:

Balance at beginning and end of year ..................... 7,358 7,358
------------ ------------

Accumulated deficit:

Balance at beginning of year ............................. (5,540) (6,315)
Net income ............................................... 738 775
------------ ------------

Balance at end of year ................................... (4,802) (5,540)
------------ ------------

Net unrealized holding gain (loss) on investment
securities available for sale:

Balance at beginning of year ............................. (59) (158)
Implementation of change in accounting for investment
securities, net of deferred taxes .................... -- --
Change in net unrealized holding gain (loss) on
investment securities available for sale, net of
deferred taxes ....................................... (124) 99
------------ ------------
Balance at end of year ................................... (183) (59)

Treasury stock:

Balance at beginning and end of year ..................... (1,097) (1,097)
Purchase stock ........................................... -- --
------------ ------------

Balance at end of year ................................... (1,097) (1,097)

Net stockholders' equity ............................. $ 8,437 7,823
============ ============
</TABLE>

-4-
<PAGE> 5
UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
1996 1995
-------- --------
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net Income (loss) ......................................... $ 738 594
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation .......................................... 314 312
Provision for loan losses ............................. 384 234
Provision for market decline-other real estate ........ 2 6
Amortization of intangibles ........................... -- 111
Amortization of premium, accretion of
discounts, net ..................................... 68 60
Gain on sale of securities ............................ -- --
Decrease in interest payable .......................... (191) 238
(Increase) decrease in interest receivable ............ 82 47
(Increase) decrease in other assets ................... 56 68
Increase (decrease) in deferred income taxes .......... (39) (40)
Increase (decrease) in other liabilities .............. 176 88
--------------------
Total adjustments ................................. 852 1,124
--------------------

Net cash provided by operating activities ...................... 1,590 1,718
--------------------

Cash flows from investing activities:
Proceeds from principal payments on mortgage backed
securities ............................................ 1,804 1,195
Proceeds from maturities of securities .................... 1,960 525
Purchase of securities .................................... (1,572) (1,534)
Net decrease in loans ..................................... (3,190) 466
Capital expenditures ...................................... (590) (156)
--------------------

Net cash used in investing activities .......................... (1,588) 496
--------------------

Cash flows from financing activities:
Net increase in interest bearing and non-interest
bearing demand deposits, savings and certificates of
deposit ................................................... (3,117) 2,090
Repayment of short-term debt .............................. -- (1,500)
--------------------

Net cash provided by financing activities ...................... (3,117) 590
--------------------

Net (decrease) increase in cash and cash equivalents ........... (3,117) 2,804
--------------------

Cash and cash equivalents at beginning of period ............... 8,884 2,440
--------------------

Cash and cash equivalents at end of period ..................... 5,769 5,244
====================

Supplemental disclosure of noncash investing activities:

Net unrealized holding loss on investment securities
available for sale, net of deferred tax ..................... (183) (67)
</TABLE>

-5-
<PAGE> 6

UNITED OKLAHOMA BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED QUARTERLY FINANCIAL INFORMATION
(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of United Oklahoma Bankshares, Inc. (the
"Company") and its subsidiaries conform to generally accepted accounting
principles and practices within the banking industry. The following represent
the more significant of those policies and practices.

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company and
its subsidiaries, all wholly owned, after elimination of all significant
intercompany accounts and transactions.

SECURITIES

The Company adopted the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" (Statement 115), at January 1, 1994. Under Statement 115, the
Company classified its debt and marketable equity securities in one of three
categories: trading, available for sale, or held to maturity. Trading
securities are bought and held principally for the purpose of selling them in
the near term. No investment securities within the portfolio are considered
trading. Held to maturity securities are those securities for which the Company
has the ability and intent to hold until maturity. All other securities not
included in held to maturity are classified as available for sale.

-6-
<PAGE> 7

ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND OPERATING RESULTS

Results of Operations-Quarter Ended September 30, 1996

The following discussion and analysis is designed to provide a better
understanding of the significant factors related to the Company's results of
operations, financial condition, liquidity and capital resources (including its
subsidiary bank, United Bank ("UB") and its non-bank subsidiaries). Management
is unaware of any trends, events or uncertainties that will have or that are
reasonably likely to have a material effect on the Company's operations.

OVERVIEW

Net income for the third quarter of 1996 was approximately $370,000, compared
to $242,000 for the third quarter of 1995. The before tax income for the third
quarter of 1996 was $563,000 compared to $334,000 for the third quarter of
1995. Earnings per share reflected income of $0.18 at September 30, 1996
compared to income of $0.12 per share at September 30, 1995. Earnings per share
is calculated on year-to date net income less the unpaid year-to date preferred
stock dividends. Unpaid preferred stock dividends accrue at $98,000 per
quarter.

NET INTEREST INCOME

Net interest income was $2,985,000 for the nine months ended September 30, 1996
compared to $2,554,000 for the same period in 1995, representing an increase of
$431,000 or 16.9%. The volume of average earning assets increased $4,892,000
while average interest bearing liabilities decreased $435,000 between September
30, 1995 and 1996. The yield on average earning assets increased 11 basis
points from September 30, 1995 to September 30, 1996 while the rate paid on
average interest bearing liabilities increased 15 basis points during the same
time period resulting in an increase in the spread between the yield on earning
assets and rate paid on interest bearing liabilities of 26 basis points.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses was approximately $752,000 at September 30, 1996
compared to $538,000 at December 31, 1995 and $511,000 at September 30, 1995.
As a percentage of loans, the allowance for loan losses was 1.60%, 1.23% and
1.26% at September 30, 1996, December 31, 1995 and September 30, 1995
respectively.

-7-
<PAGE> 8

SECURITIES

The Company has designated securities as "Held to maturity" or "Available for
sale". A comparison of recorded value and market value of securities is as
follows (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------------------------------------
ESTIMATED
Held to maturity: AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
<S> <C> <C> <C> <C>
State & municipals ..................... $ 784 21 -- 805

Total "Held to maturity" securities .... 784 21 -- 805
=================================================

Available for sale:

U.S. Treasury securities ............... $ 1,093 -- (5) 1,088
Mortgage-backed securities ............. 15,797 56 (249) 15,604
State & municipals ..................... 8,850 34 (65) 8,819
=================================================

Total "Available for sale" securities .. $ 25,740 90 (319) 25,511
=================================================
</TABLE>

NON-PERFORMING ASSETS

Non-performing assets, including other real estate, totalled $237,000 at
September 30, 1996, a decrease of $10,000 from December 31, 1995.

The following table sets forth such loans and other real estate at the dates
indicated:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
1996 1995 1995
------------ ------------ ------------
(Dollars in thousands)
<S> <C> <C> <C>
Non-accrual loans ............................. $ 190 184 270
--------------------------------------------
Loans contractually past due 90 days or more .. -- -- --
--------------------------------------------
Total non-performing loans ............... 190 184 270
--------------------------------------------
Other real estate ............................. 47 63 148
--------------------------------------------
Total non-performing assets .............. 237 247 418
============================================

Non-performing loans to total loans ........... 0.40% 0.42% 0.66%
</TABLE>

-8-
<PAGE> 9

CAPITAL AND LIQUIDITY

The Company's primary capital totalled $9,189,000 and $8,361,000 at September
30, 1996 and December 31, 1995, respectively. Equity capital totalled
$8,437,000 and $7,823,000 at September 30, 1996 and December 31, 1995,
respectively. The Company's ratio of primary capital and equity capital to
assets are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
----------------------------
<S> <C> <C>
Company's primary capital to assets ratio 10.61% 10.13%
Company's equity capital to assets ratio 9.82 9.54
</TABLE>

UB's primary capital totalled $9,162,000 and $8,308,000 at September 30, 1996
and December 31, 1995 respectively. Equity capital totalled $8,410,000 and
$7,770,000 at September 30, 1996 and December 31, 1995 respectively. UB's ratio
of primary capital and equity capital to assets are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
----------------------------
<S> <C> <C>
UB's primary capital to assets ratio 10.58% 10.07%
UB's equity capital to assets ratio 9.80 9.48
</TABLE>

UB is subject to certain regulatory capital regulations which require the
maintenance of certain levels of capital as a percentage of risk-adjusted
assets. These regulations define capital as either core capital (Tier 1) or
.supplementary capital (Tier 2). Core capital consists primarily of common
shareholders' equity, while supplementary capital is comprised of preferred
stock, certain debt instruments, and a portion of the allowance for loan
losses. At December 31, 1994, the required core capital was 4.00% and total
risk-based capital was 8.00%. UB's core and total risk-based capital exceed
regulatory guidelines at September 30, 1996 and December 31, 1995 respectively,
and are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
----------------------------
<S> <C> <C>
Tier I capital (core) 14.97% 14.29%
Tier 2 capital (total risk-based) 16.30 15.28
</TABLE>

-9-
<PAGE> 10

ACCOUNTING STANDARDS ADOPTED

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-lived
assets and for long-lived assets to be disposed of." The Company adopted this
statement in January 1, 1995. The impact of this statement does not have a
material effect on the Company's consolidated financial statements.

-10-
<PAGE> 11

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company and its subsidiaries are not defendants in any legal proceedings.

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits:

(1) Exhibit 27 - Financial Data Schedule

b. None

-11-
<PAGE> 12

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

UNITED OKLAHOMA BANKSHARES, .INC.
Registrant

DATE: November 13, 1996 /s/ George N. Cook
-----------------------------------
GEORGE N. COOK, JR.
Chairman of the Board

/s/ June A. O'Steen
-----------------------------------
JUNE A. O'STEEN
Principal Accountant

-12-

<PAGE> 1
EXHIBIT 99(d)(8)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 3, 1996
--------------------------------

United Oklahoma Bankshares, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Oklahoma 0-12047 73-0969432
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)

4600 S.E. 29th Street, Del City, Oklahoma 73115
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (405) 677-8711
------------------------------

- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)

Item 5. OTHER EVENTS

Based upon the recommendation of the Special Committee of the Board of
Directors of United Oklahoma Bankshares, Inc. ("United"), the Board of
Directors of United approved the execution by the Company of a definitive
agreement, dated December 3, 1996, for the merger of United into Ameribank
Corporation ("Ameribank"). The merger is subject to the approval of the common
and preferred stockholders of United, each voting as a class, and, if required,
the preparation of all necessary filings and approvals with state and federal
regulatory authorities. The obligations of United and Ameribank to consummate
the Merger are subject to compliance with other customary covenants and
conditions. The obligation of Ameribank to proceed with the Merger is also
specifically subject to the condition that holders of not more than 12% of the
outstanding shares of Common Stock shall have exercised their appraisal rights
in the Merger in accordance with the provision of the Oklahoma General
Corporation Act.

Upon consummation of the merger, United will be merged into Ameribank,
with Ameribank being the surviving corporation. The Merger Agreement provides
that Ameribank will pay to stockholders of United (other than Ameribank) the
aggregate sum of $1,700,000 as consideration for the merger. Preferred
stockholders (other than Ameribank) will receive $58.35 per share for each
share of 9% Cumulative NonVoting Preferred Stock, par value $30.00 per share,
held by them. Common stockholders will

<PAGE> 2

receive $0.776901 per share (rounded to the nearest $0.01) for each share of
common stock, par value $1.00 per share, held by them. Ameribank will not
receive any of the merger consideration.

The Special Committee is comprised of two members of the Board of
Directors of United who do not have any financial or personal interest in
Ameribank and who are not officers, directors, employees or stockholders of
Ameribank. The Special Committee's financial advisor has advised the Special
Committee that it believes the consideration in these amounts to be received by
the non-Ameribank stockholders is fair from a financial point of view.

United will, as a result of the Merger, become a privately held company
and the registration of its Common Stock under the Exchange Act of 1934, as
amended will terminate.

The merger is expected to close during the first quarter of 1997.

As of the date of this report, Ameribank owns approximately 61.58% and
88.85% of the outstanding Common and Preferred Stock of United, respectively.
Ameribank is a privately held bank holding company registered under the Bank
Holding Company Act and primarily engaged, through its banking subsidiary,
American National Bank and Trust Company of Shawnee, Oklahoma, in providing a
full range of traditional banking and related financial services to the
commercial, consumer, energy, real estate, agriculture and financial sectors,
principally in the State of Oklahoma.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

United Oklahoma Bankshares, Inc.
Registrant

Date December 12, 1996 /s/ George N. Cook, Jr.
----------------- ------------------------------------
Chairman of the Board