UNITED OKLAHOMA BANKSHARES INC, PRES14A, 1997-03-04

UNITED OKLAHOMA BANKSHARES INC
PRES14A, 1997-03-04
STATE COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

United Oklahoma Bankshares, Inc.
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(Name of Registrant as Specified in its Charter
Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2

UNITED OKLAHOMA BANKSHARES, INC.
4600 S.E. 29TH STREET
DEL CITY, OKLAHOMA 73115
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON _____________, 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 _____________, 1997, at _______ 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. For a description of the rights of shareholders
pursuant to Section 1091 and a description of 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 _____________, 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> 3
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
_____________, 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> 4
EXHIBIT 20(d)

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 ____________, 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 61.58% of the Common Stock and 88.85% 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
<PAGE> 5
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the 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 ___________, 1997.

VOTING AT THE MEETING

The Board has fixed the close of business on ___________, 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 460 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 6l.58% of the Common Stock and 88.85% 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> 6
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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 of
Directors. 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. 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 of Directors 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 of Directors
determined that the acquisition of the Stock by Ameribank pursuant to the
Merger Agreement is in the best interests of the Company and the Shareholders
<PAGE> 7
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(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, and
Seven World Trade Center, 13th Floor, New York, New York 10048. 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> 8
-5-

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 ____________.

INFORMATION INCORPORATED BY REFERENCE
(See Exhibit 99)

The following documents are incorporated by reference:

The Company's Annual Report on Form 10-K for the years ended
December 31, 1995, December 31, 1994 and December 31, 1993;

The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996;

The Company's Current Report on Form 8-K filed with the
Commission on December 12, 1996; 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 ___________________, are incorporated by
reference.

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.
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<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 . . . . . . . . . . . . . 14
Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Fairness of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Interests of Certain Persons in the Merger; Conflicts of Interest . . . . . . . . . . . 17
Financing of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Expenses of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Conditions to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Certain Litigation Concerning the Proposed Merger . . . . . . . . . . . . . . . . . . . 19
Business of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Selected Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SPECIAL FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Appointment of and Deliberations by the Special Committee . . . . . . . . . . . . . . . 22
Proceedings of the Board and Recommendation of the Special Committee . . . . . . . . . . 31
Fairness of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Structure and Purpose of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>
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<TABLE>
<S> <C> <C>
Alternatives to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Certain Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Interests of Certain Persons in the Merger; Conflicts of Interest . . . . . . . . . . . 35
Certain Federal Income Tax Consequences of the Merger . . . . . . . . . . . . . . . . . 36
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Financing of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Expenses of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Certain Litigation Concerning the Proposed Merger . . . . . . . . . . . . . . . . . . . 41

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Required Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Payment for Shares of Common Stock and Preferred Stock . . . . . . . . . . . . . . . . . 42
Conditions to the Merger; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Certain Covenants of the Company and Ameribank . . . . . . . . . . . . . . . . . . . . . 45
Termination and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

CERTAIN INFORMATION REGARDING AMERIBANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

DESCRIPTION OF CAPITAL STOCK OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Recent Market Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

BUSINESS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Selected Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Management's Discussion and Analysis of Results of Operations and Financial Condition . 50

BENEFICIAL OWNERSHIP OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Beneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Certain Transactions in Common Stock and Preferred Stock . . . . . . . . . . . . . . . . 53
Proxy Solicitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Current Information: Delisting and Deregistration . . . . . . . . . . . . . . . . . . . 55
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Future Stockholder Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ANNEX A: AGREEMENT AND PLAN OF MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
</TABLE>
<PAGE> 11
-8-

<TABLE>
<S> <C>
ANNEX B: SECTION 1091 OF THE OKLAHOMA GENERAL CORPORATION ACT . . . . . . . . . . . . . . . . . . 68

ANNEX C: OPINION OF GEORGE K. BAUM & COMPANY, DATED OCTOBER 25, 1996 . . . . . . . . . . . . . . 73

ANNEX D: SUPPLEMENTAL LETTER OF GEORGE K. BAUM & COMPANY, DATED JANUARY 23, 1997 . . . . . . . . 76
</TABLE>
<PAGE> 12
-9-

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 61.58%, of the outstanding Common Stock and 129,016 shares of
Preferred Stock, representing approximately 88.85% 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 61.58% of the Common
Stock and 88.85% of the Preferred Stock, intends to vote its shares in favor of
the Merger, approval and adoption of the Merger Agreement is expected.
<PAGE> 13
-10-

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 April 1, 1997, either the Company or
<PAGE> 14
-11-

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 November 1994, George N. Cook, Jr. ("Mr. Cook") and J.
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 Board
of Governors of the Federal Reserve System (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
of Directors of the Company 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 of the Company. Pursuant to an agreement with Ameribank, Messrs.
Wheat and Ainsworth resigned as directors and officers of the Company effective
June 15, 1995. D. Wesley Schubert ("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 of Directors of the Company, 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 of the Company.

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 Company's Preferred Stock.

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.
That tender offer was subsequently decreased and, when it terminated on
December 29, 1995, Ameribank had acquired
<PAGE> 15
-12-

588,146 additional shares of Common Stock. Ameribank has continued to purchase
Common Stock and Preferred Stock in private transactions and presently owns a
total of 1,559,160 shares of Common Stock and 129,016 shares of Preferred Stock
representing approximately 61.58% of the outstanding shares of Common Stock and
88.85% of the outstanding shares 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
would 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 owned
or acquired in future purchases. The terms provided that the purchase price
for such Stock was 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 ("Mrs. Adcock") , transferring to her his rights to
purchase shares of the Company under the Stock Purchase Agreement. Mrs. Adcock
is the daughter of Don Bodard ("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 Bank, Del City, Oklahoma
("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 approached David A. Nichols ("Mr.
Nichols"), a banker whom Mr. Cook has known since 1984, to ask Mr. Nichols
whether he would become a member of the Board of Directors of the Company. Mr.
Cook had previously 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.

Claude Rappaport ("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 be willing to serve as a
director of the Company. On May 25, 1996, Mr. Rappaport was elected to the
Board of Directors of the Company by the unanimous vote of the directors.
<PAGE> 16
-13-

At a Special Meeting of the Board of the Company 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 of Directors of
the Company 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 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 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. 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.
<PAGE> 17
-14-

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.

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 Company's Board of
Directors 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 of Directors of the Company 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 of Directors of the Company enter
into the Merger Agreement. Following the meeting of the Special Committee, the
Company's Board of Directors 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
<PAGE> 18
-15-

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's Counsel with copies of certain Forms 4, 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's Counsel forwarded the
Forms 4 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's Counsel held a telephonic
meeting on January 14, 1997, with a representative of Baum & Company. In light
of the information provided in the Forms 4, the Special Committee inquired of
Baum & Company as to whether the fairness opinion of Baum & 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 the $58.35
per share being offered for the Preferred Shares by Ameribank was approximately
a 16% premium over the highest price of $49.50 previously paid by Ameribank for
the Preferred Stock and as a result the Merger was still fair from a financial
point of view.

The Special Committee reaffirmed its approval and
recommendation to the Board of Directors 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's 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
<PAGE> 19
-16-

agreement, Ameribank should enter into a merger with the Company in which
Ameribank pays a higher price, Ameribank would pay the sellers the difference
in cash. Ameribank also provided the Special Committee's 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 of Directors
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."

For a discussion of the factors considered by the Board in
reaching their 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 of Directors 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".
<PAGE> 20
-17-

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 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, Schubert and 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, 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.
<PAGE> 21
-18-

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."

Outstanding Loan

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."

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").
<PAGE> 22
-19-

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 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

There is no litigation 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, 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
<PAGE> 23
-20-

31, 1995, December 31, 1994 and December 31, 1993. The Company's unaudited
balance sheets and comparative year-to-date income statements and statement of
cash flows and related earnings per share amounts for the period ended
September 30, 1996, are incorporated herein by reference to the Company's
Quarterly report on Form 10-Q for the period ended September 30, 1996. The
selected financial information for the Company for the period ended December
31, 1996 is also unaudited.

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 shall 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.

SPECIAL FACTORS

BACKGROUND OF THE MERGER

In November 1994, Mr. Cook and 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.

elected as a director of the Company to fill such vacancy by the remaining
members of the Board of the Company. 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 of Directors of the Company, 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.

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 purchase additional shares of
Common Stock and Preferred Stock in private transactions and presently owns a
total of 1,559,160 shares of Common Stock and 129,016 shares of Preferred Stock
representing approximately 61.58% of the outstanding shares of Common Stock and
88.85% of the outstanding shares 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. 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, 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 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
<PAGE> 25
-22-

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 of Directors of the Company 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 of Directors of the Company by the unanimous
vote of the directors.

APPOINTMENT OF AND DELIBERATIONS BY THE SPECIAL COMMITTEE

As previously stated, Ameribank owns approximately 61.58% of
the Common Stock and approximately 88.85% of the Preferred Stock. By virtue of
its stock ownership of the Company, Ameribank controls the Company. In
addition, three members of the Board of Directors of the Company are officers,
directors and management employees of Ameribank. Two members of the Board of
Directors of the Company, 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 Company Shareholders. Ameribank provided that its offer
would expire on August 1, 1996.

Since three members of the Board of Directors of the Company
were affiliated with Ameribank and had a financial interest in the proposal,
the Board established a Special Committee of the Board of Directors, 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 Company's Board of Directors
regarding such merger. The Board of Directors 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
<PAGE> 26
-23-

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.

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
<PAGE> 27
-24-

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
in 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 recommended to the Special Committee a qualified appraiser.

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, which updated an appraisal
previously prepared by GRA, Petty & Co. in 1995, prior to the July 1995 offer
by Ameribank to purchase all the shares of Preferred Stock less a 25% minority
discount. The Special Committee requested a copy of the 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 13-D filings with the Commission by Ameribank involving Ameribank's
purchases of Common and Preferred Stock of the Company.
<PAGE> 28
-25-

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
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 legal 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
its legal 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 13-D 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 13-D 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 13-D 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
<PAGE> 29
-26-

(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 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. ($10,352,000) 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 R.W. Finley Co.,
Inc., 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.

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.

To determine the fairness of the price, Baum & Company
reviewed with the Special Committee each equity security separately. To
determine the value of the Company's outstanding Preferred Stock the following
two methods of value were used by Baum & Company: (i) liquidation, and (ii)
discounted cash flow at various discount rates. Based on the liquidation
method, which Baum & Company advised places the highest value on the
outstanding Preferred Stock, Baum & Company determined that $58.35 per share
for the Company's outstanding
<PAGE> 30
-27-

Preferred Stock was fair from a financial point of view. Baum & Company noted
that the Company had not paid dividends on its outstanding Preferred Stock
since 1985.

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. Using the liquidation value based on the entity market value,
as well as discounted cash flow, 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.

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 for
the Preferred Stock and the highest price paid for the Preferred Stock since
July, 1995, based on
<PAGE> 31
-28-

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 very
little market for the Common Stock of the Company and during the last twelve
months, based on Schedule 13-D 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 of Directors of the Company.

After the meeting of the Special Committee on October 28,
1996, the Board of Directors of the Company met, together with counsel for the
Special Committee and counsel for Ameribank. At such meeting the Special
Committee reported that it had unanimously approved, and recommended approval
by the Board of Directors of the Company 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 of
Directors of the Company, 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 of Directors affiliated with Ameribank abstained from voting.

During the month of November, 1996, counsel for Ameribank and
the Special Committee negotiated the final terms of the Merger Agreement
between Ameribank and the Company. On December 3, 1996, the Special Committee
met and reviewed the final Merger Agreement. Counsel for the Special Committee
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 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
<PAGE> 32
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reviewing the Merger Agreement, the Special Committee approved the Merger
Agreement and recommended approval of the Merger Agreement by the Board of
Directors of the Company.

Following the meeting of the Special Committee, the Company's
Board of Directors 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 of Directors 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 Forms 4, 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 of Directors 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, as noted in the Forms 4, 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 Ameribank for the Preferred Stock, Baum
& Company's fairness opinion would not change and the $1,700,000 purchase price
to be paid by Ameribank to
<PAGE> 33
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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 Directors 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 has 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 has 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.

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
<PAGE> 34
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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 Directors 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 Company's 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 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.
<PAGE> 35
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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 $0.766901 (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
outstanding Common Stock.

3. There is no market for the outstanding 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
the Board of Directors of the Company 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
<PAGE> 36
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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 of Directors 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 outstanding Preferred Stock the following methods of value
were used by Baum & Company: (i) liquidation, and (ii) discounted cash flow at
various discount rates. Based on the liquidation methods, which Baum & Company
advised places the highest value on the outstanding Preferred Stock, Baum &
Company determined that $58.35 per share for the outstanding 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 equity
market value, and (ii) discounted cash flow at various interest rates. Using
the above methods, Baum & Company found that $0.754 for each outstanding share
of the Common Stock held by non-Ameribank Shareholders was fair from a
financial point of view. 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
<PAGE> 37
-34-

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

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. 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).
<PAGE> 38
-35-

The Company would, as a result of the Merger, become a
privately held company. Common Stock would cease trading entirely, the
registration of Common Stock under the Exchange Act would terminate and the
Company would cease filing reports with the Commission. Moreover, the Company
would 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 would be relieved of the reporting requirements and
restrictions on insider trading under Section 16 of the Exchange Act.
Accordingly, less information would 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."

INTERESTS OF CERTAIN PERSONS IN THE MERGER; CONFLICTS OF INTEREST

In considering the recommendation of the Board of Directors
and the Special Committee with respect to the Merger, Shareholders should be
aware that three members of the Company's 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 Company's 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
<PAGE> 39
-36-

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.

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 of
Directors 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 of Directors 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
<PAGE> 40
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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 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.
<PAGE> 41
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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 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
<PAGE> 42
-39-

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 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
<PAGE> 43
-40-

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.

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
<PAGE> 44
-41-

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.

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]
Appraisal Fees . . . . . . . . . . . . . . . . . . . . . . . . . .
-----------
</TABLE>

CERTAIN LITIGATION CONCERNING THE PROPOSED MERGER

There is no litigation 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.
<PAGE> 45
-42-

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 61.58% of the Common
Stock and 88.85% 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.

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 April 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
<PAGE> 46
-43-

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.

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 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.
<PAGE> 47
-44-

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 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
<PAGE> 48
-45-

(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.

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 shall be submitted to the Oklahoma
Banding 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
Company's Board of Directors against any claims arising out of the Merger.
Each member of the Company's Board of Directors 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 Company's Board of Directors
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 April 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.
<PAGE> 49
-46-

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 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.
<PAGE> 50
-47-

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
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 61.58% of the Common Stock and
88.85% 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%
<PAGE> 51
-48-

Cumulative Non-Voting Preferred Stock, $30.00 par value, and 500,000 shares of
Class B Preferred Stock, $1.00 par value. As of September 30, 1996, 2,532,237
shares of Common Stock were issued and outstanding and held by approximately
460 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.

RECENT MARKET PRICES.

The Common Stock is not listed on a national securities exchange or
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 13-D 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 $0.60 per share of
Common Stock acquired between November 21, 1995 and December 24, 1995. 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 December 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.
<PAGE> 52
-49-

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 90% 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 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. 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, 1995. 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, 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, 1995,
December 31, 1994 and December 31, 1993. The Company's unaudited balance
sheets and comparative year-to-date income statements of cash flows and related
earnings per share amounts for the period ended September 30, 1996 are
incorporated herein by reference to the Company's Quarterly report on Form 10-Q
for the period ended September 30, 1996. The selected financial information
for the Company for the period ended December 31, 1996 is also unaudited.
<PAGE> 53
-50-

SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
YEAR ENDED
1996 1995 1994 1993 1992
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C>
Sales $8,138 $7,031 $6,190 $6,070 $6,255
Operating Income 999 775 829 655 648
Total assets 84,051 86,071 79,720 74,564 78,556
Accumulated equity (deficit) 57 (551) (1,033) (1,301) (594)
Term loans and advances
Long-term debt 450 900
Dividends per share
Book Value per share* .02
</TABLE>

*The book value for holders of Common Stock was negative for years 1992 through
1995 after liquidation of Preferred Stock and Preferred dividends in arrears.

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 DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION

Management has prepared and is responsible for the
consolidated financial statements and related financial information included in
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.
<PAGE> 54
-51-

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.

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 December 31,
1996, 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 December 31, 1996 is as follows:

<TABLE>
<CAPTION>
AMOUNT
NAME AND ADDRESS OF BENEFICIALLY PERCENT OF
TITLE CLASS BENEFICIAL OWNER OWNED OWNERSHIP
<S> <C> <C> <C>
Common Stock Ameribank Corporation 1,559,498 61.58%
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 238,492** 9.4%
P.O. Box 749
Bristow, OK 74010

Preferred Stock Ameribank Corporation 129,016 88.85%
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>
<PAGE> 55
-52-

**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 .

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>
AMOUNT
NAME AND ADDRESS OF BENEFICIALLY PERCENT OF
TITLE CLASS BENEFICIAL OWNER OWNED OWNERSHIP
<S> <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
<PAGE> 56
-53-

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% 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>
<PAGE> 57
-54-

* 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 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>
PREFERRED STOCK
DATE OF PURCHASE NUMBER OF SHARES AMOUNT
<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 by June 3, 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,
<PAGE> 58
-55-

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 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.
<PAGE> 59
-56-

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")
<PAGE> 60
-57-

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
<PAGE> 61
-58-

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
<PAGE> 62
-59-

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.

<PAGE> 63
-60-

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.
<PAGE> 64
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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.
<PAGE> 65
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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,
<PAGE> 66
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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
<PAGE> 67
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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
<PAGE> 68
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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> 69
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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.
<PAGE> 70
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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> 71
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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.
<PAGE> 72
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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
<PAGE> 73
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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> 74
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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.
<PAGE> 76
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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
Kansas City, Missouri 64105
Chicago Stock Exchange, Inc. Telephone (816) 474-1100

October 25, 1996
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> 77
-74-

(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> 78
-75-

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> 79
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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:

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> 80

UNITED OKLAHOMA BANKSHARES, INC.
PROXY OF SPECIAL MEETING OF SHAREHOLDERS
_________, 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 _____________, 1997, at __________ p.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> 81
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> 82
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99 Documents incorporated by reference

</TABLE>

<PAGE> 1

EXHIBIT 99

The following documents are incorporated herein by reference:

1. 10-K for year ended December 31, 1995

2. 10-K for year ended December 31, 1994

3. 10-K for year ended December 31, 1993

4. 10-Q for quarter ended March 31, 1996

5. 10-Q for quarter ended June 30, 1996

6. 10-Q for quarter ended September 30, 1996

7. 8-K filed with Commission on December 12, 1996