UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549
                                  FORM 10-KSB
                                  (Mark One)

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 1996

/_/  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from  __________ to _________

     Commission file number 0-28936

                        GOLD BANC CORPORATION, INC.
             (Name of small business issuer in its charter)

         Kansas                                       48-1008593
 (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                    Identification No.)

     11301 Nall Avenue
     Leawood, Kansas                                     66211
(Address of principal executive offices)              (Zip Code)

Issuer's telephone number:  (913) 451-8050

SECURITIES REGISTERED UNDER SECTION 12 (b) OF THE EXCHANGE ACT:  NONE

SECURITIES REGISTERED UNDER SECTION 12 (g) OF THE EXCHANGE ACT:

                          Title of Each Class

                     Common Stock, $1.00 par value

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
YES /X/  NO /_/

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. /_/

The issuer's revenues for its most recent fiscal year were $23.7 million.

The aggregate  market value of the Common Stock,  par value $1.00 per share,  of
the issuer held by  non-affiliates  of the issuer as of March 21, 1997 was $36.6
million.

The number of shares  outstanding of the issuer's common stock, $1.00 par value,
as of March 18, 1997 was 4,300,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Annual Proxy Statement for the Annual Meeting of
Stockholders to be held April 30, 1997, are incorporated by reference into
Part III.
<PAGE>
                                PART I

ITEM 1.        DESCRIPTION OF BUSINESS

               THE COMPANY AND SUBSIDIARIES

GOLD BANC CORPORATION, INC.

  Gold Banc Corporation,  Inc. (the "Company") is a Kansas corporation organized
on December 5, 1985 and is a  registered  bank  holding  company  under the Bank
Holding Company Act of 1956, as amended.  The Company,  through its ownership of
its  banking  subsidiaries  (the  "Banks"),  is engaged in a general  commercial
banking  business,  and its primary  source of  earnings is derived  from income
generated by the Banks. As of December 31, 1996, the Company had total assets of
$305 million,  total loans of $203 million,  total deposits of $256 million, and
stockholders'  equity of $30  million.  The  Company  and the Banks  employ  116
persons on a full-time equivalent basis.

BANK SUBSIDIARIES

  Exchange Bank. Exchange National Bank ("Exchange Bank") has four locations and
is chartered in  Marysville,  Kansas.  The two Marysville  locations  ("Exchange
Bank--Marysville")  as of December 31, 1996,  ranked second in terms of deposits
among the eight  other  banks and two other  lending  institutions  in  Marshall
County, Kansas.  Exchange  Bank--Marysville's loan mix consists of approximately
28%  agricultural  loans,  35% commercial and industrial  loans, 27% residential
real estate  loans,  and 10% consumer and other loans.  As of December 31, 1996,
Exchange   Bank--Marysville   had  assets  of  approximately  $76  million.  The
Marysville  facilities employ 27 full-time  equivalent  persons and, through its
predecessors, have served the Marshall County community since 1870.

  Since April 1992 and October 1995,  Exchange Bank has been operating  branches
in Shawnee and  Leawood,  Kansas,  respectively.  These  branches are located in
Johnson  County,  the  rapidly  developing  suburbs  southwest  of Kansas  City,
Missouri.  The two Johnson  County,  Kansas  branches of Exchange  Bank show 39%
commercial,  18%  commercial  real  estate,  25% real estate  construction,  11%
residential   real   estate  and  7%   consumer   and  other   loans   including
agriculture-related.  As of December 31, 1996,  these branches  combined had $86
million in assets and employed 28 full-time  equivalent  persons.  The Company's
management  believes the  expansion in Johnson  County will further  enhance the
Company's growth opportunities while diversifying its overall loan portfolio.


  Provident Bank.  Provident Bank,  f.s.b.  ("Provident  Bank") competes with 10
banks,  4 savings  and loans  and 11  credit  unions in the city of St.  Joseph,
Missouri,  and for the year ended December 31, 1996 was the leading home lender,
based on mortgage volume, for home purchases in St. Joseph. Approximately 52% of
the Bank's loan  portfolio  consists of residential  home loans,  34% commercial
real estate loans,  6% industrial  loans, 4% loans held for sale and 4% consumer
and  other  loans.  As of  December  31,  1996,  Provident  Bank had  assets  of
approximately $79 million. The Bank employs a total of 35 persons on a full-time
equivalent basis and relies primarily on the deposits of the St. Joseph area for
its funds.  Provident Bank was acquired by the Company in March, 1994. Provident
Bank had assets of $58 million at that time. A portion of the purchase price was
financed through the sale of a bank located in Coldwater, Kansas that had assets
of $23 million.  Provident Bank was established in 1889 and has been serving the
St. Joseph community for 107 years.

  Citizens. Citizens State Bank and Trust Company ("Citizens") has two locations
in the town of Seneca, Kansas. As of December 31, 1996, Citizens was the largest
in terms of  deposits  among the 10 bank  locations  serving  the  approximately
11,000  residents  of  Nemaha  County,  Kansas.  Approximately  29% of the loans
generated by the Bank are related to the  agricultural  sector,  including  farm
real estate, agricultural production and agricultural industrial.  Approximately
30% of its loans are  residential  home loans and the remainder are  commercial,
consumer  and other  loans.  As of  December  31,  1996,  the Bank had assets of
approximately $57 million.  The Bank has 20 full-time  equivalent  employees and
relies  primarily  on consumer,  commercial  and local  government  deposits for
funds. Citizens has served the Nemaha County community for 103 years.
                                     -2-
<PAGE>
                              BUSINESS

COMMUNITY BANKING STRATEGY

  The Company serves the needs and caters to the economic strengths of the local
communities  in which  the  Banks  are  located.  Through  the  Banks  and their
employees,  the  Company  strives  to  provide  a high  level  of  personal  and
professional  customer service.  Employee  participation in community affairs is
encouraged in order to build long-term  banking  relationships  with established
businesses and individual customers in these market areas.

  The Company  believes its Marysville and Seneca  locations,  together with the
other communities in their respective  counties that comprise their market area,
provide  a stable  base of  relatively  low-cost  deposits  compared  to  larger
metropolitan markets with larger competitors. Although Provident Bank is located
in a city of over 70,000  residents,  it is the  Company's  experience  that the
demographics of St. Joseph, Missouri, as a county seat, are generally comparable
to those of Seneca and Marysville,  Kansas.  The Company believes that,  through
good management, community banks such as Exchange Bank and Citizens can maximize
earnings by attracting  relatively  low cost core  deposits and investing  those
funds in loans and other high yielding investments, while maintaining risk at an
acceptable level.

  Recently  the  Company  has  applied  its  community  banking  strategy to two
affluent  communities in the rapidly developing Johnson County suburbs southwest
of  Kansas  City.  The  Company  believes  the  recent  wave  of  regional  bank
acquisitions  of local banks in those suburban  communities,  and the subsequent
conversion of some of those  acquired banks to branch  locations,  has alienated
the  customers  of those  locations.  This has  created an  opportunity  for the
Company to attract and retain as loan customers those owner-operated  businesses
that require  flexibility and  responsiveness  in lending decisions and desire a
more personal banking relationship. The success of this strategy is reflected in
the Company's growth and ability to attract  significant  levels of non-interest
bearing deposits in the suburban communities of Leawood and Shawnee, Kansas. The
expansion into suburban  Johnson County  communities  also has allowed  Exchange
Bank and Citizens to diversify their predominantly  agriculturally-related  loan
portfolio into  commercial and residential  real estate loans. In addition,  the
Company has taken  advantage of the relatively  stable deposit base and low cost
of funds in  Marysville  and Seneca,  Kansas,  where there is a  relatively  low
commercial loan demand, and has deployed those funds in the suburban communities
of Leawood and Shawnee, Kansas, where commercial loan demand is greater.

OPERATING STRATEGY

  The  Company's  operating  strategy  is to provide in each  market in which it
operates  a  full  range  of  financial  products  and  services  to  small  and
medium-sized  businesses  and to  consumers.  The  Company  emphasizes  personal
relationships  with  customers,  involvement in local  community  activities and
responsive  lending  decisions.  The  Company  strives  to  maintain  responsive
community banking offices with local decision makers, allowing senior management
at each banking location, within certain limitations, to make its own credit and
pricing  decisions  and  retaining  at each Bank a local  identity  and board of
directors. The Company's goals include long-term customer relationships,  a high
quality of service and  responsiveness to specific customer needs. The principal
elements of the Company's operating strategy are:

  Maintain Market Position in Existing Market Areas. Each Bank is a leader in an
aspect  of the  market  in  which it  competes.  The  Company  has  invested  in
facilities  and  personnel  and has  emphasized  customer  service  in  order to
maintain and enhance its market position in these areas.

  Emphasize Personalized Customer Service and Community Involvement. The Company
believes that, in most of its market areas, customer loyalty and service are the
most important  competitive  factors. The Banks have experienced low turnover in
their  management  and lending  staffs,  enabling them to provide  continuity of
service by the same staff members,  leading to long-term customer relationships,
high quality service and quick response to customer needs. The Banks' management
and  other  employees  participate  actively  in a  wide  variety  of  community
activities  and   organizations  in  order  to  develop  and  maintain  customer
relationships. The Banks seek to recruit the

                              -3-
<PAGE>
best  available  banking  talent to  deliver  the  quality of  personal  banking
services  required to meet  customer  expectations  and to permit the Company to
meet its goals for long-term profitable growth.

  Capitalize on Changing Market Conditions. The Company's management continually
monitors  economic  developments  in its  market  areas in order to  tailor  its
operations  to the evolving  strengths and needs of the local  communities.  For
example,  Exchange Bank has opened branch  locations in the high growth areas of
Shawnee and Leawood,  Kansas to fill the void of community banks that management
believes has been created by the recent acquisition activity of regional banking
institutions  and to  deploy  excess  low-cost  funds  derived  from  its  rural
northeastern Kansas market.

  Centralize and Streamline  Operations to Achieve Economies.  While each of the
Banks  presently  operates  autonomously,  the  Company,  in order  to  minimize
duplication of functions,  is centralizing certain management and administrative
functions,   including   data   processing,   human   resources  and  regulatory
administration,  that  can  better  and more  efficiently  be  performed  by the
Company.  Such  centralization will help to reduce operating expenses and enable
Bank  personnel  to focus on customer  service and  community  involvement.  The
Company believes it has acquired the personnel  necessary to make implementation
of these  operating  efficiencies  possible.  The Company  intends to centralize
payroll, medical benefits,  regulatory administration and data processing during
1997.

  Because of the high costs  associated with Provident  Bank's mortgage  banking
division, the Company began to significantly  streamline these operations in the
third quarter of 1996. The Company believes substantial improvements can be made
to both  expenses  and  income of the  division  through  implementation  of the
following  plan: (i) replacement of labor with  technology;  (ii) a reduction in
the number of loan underwriters that participate in mortgage banking operations;
(iii) retaining the servicing  rights for loans sold;  (iv)  undertaking its own
loan  underwriting;  and (v)  creating  arrangements  pursuant to which the Bank
would finance  developers  and builders in the  acquisition of property for, and
the development and construction  of,  residential  communities,  and also would
provide the  residential  real estate loans to the  ultimate  consumers in those
communities. Provident Bank recently hired an Executive Vice President whose job
function  includes  implementation  of  the  foregoing  plan.  As  part  of  the
restructuring,  the Company began in the third quarter of 1996 to streamline its
Johnson  County  mortgage  banking  operations  by  reducing  significantly  the
personnel in the Johnson  County  mortgage  origination  office and  eliminating
certain support positions in the Provident Bank office in St. Joseph.

GROWTH STRATEGY

  Acquisitions.  Management  believes  that the  Company is well  positioned  to
acquire and  profitably  operate  community  banks because of its  experience in
operating  community  banks,  its  ability  to  provide  centralized  management
assistance  to those banks and its access to capital.  Additionally,  other than
FHLB  borrowings  matched against  specific loans,  the Company has no long-term
indebtedness.  Therefore,  a  substantial  portion  of  future  earnings  can be
retained to pursue this growth strategy.

  Management of the Company believes there are owners of community banks who may
be  willing  to sell  their  banks  in the  future  for,  among  other  reasons,
stockholder  liquidity,  to diversify their own investment  portfolios,  lack of
family   successor   operators  and  the  difficulty  of  compliance  with  bank
regulations.  In addition,  management  believes there are individual  community
bank owners in the targeted regions who are interested in selling their banks to
an  organization  that  has a  strong  capital  base  and  management  that  has
demonstrated a commitment to maintaining local bank identity. The Company's goal
is to acquire  banks with strong  existing  management  such that the  Company's
strategies can be  implemented  while  retaining the individual  identity of the
banks through the continuation of the existing  management,  boards of directors
and bank charters.

  The Company is generally  targeting  dominant,  profitable  community banks in
county seat towns of 2,000 persons or more.  Market  factors to be considered by
the Company include the size and long-term viability of the community and market
area served by the target bank, the dominance of the  acquisition  target in the
market and the  proximity  of other banks owned by the Company.  Generally,  the
bank target must be among the top three financial  institutions in its market in
terms of deposit share. Financial criteria include

                             -4-
<PAGE>
historical   performance,   comparison  to  peers  in  terms  of  key  operating
performance and capital  ratios,  loan asset quality,  operating  procedures and
deposit structure.  Also of significant  financial  importance is the investment
required  for,  and  opportunity   costs  of,  the  acquisition.   Non-financial
considerations in evaluating an acquisition  prospect include the quality of the
target's  management and the demand on Company resources to integrate the target
institution.

  Because of the large number of county seat towns and banks and its familiarity
with the market  place,  the  Company's  acquisition  focus is the  Midwest  and
primarily  in the  States  of  Kansas  and  Missouri.  Kansas  is  perceived  by
management to be the Company's  best market for bank  acquisitions  because only
recently  have  state  banking  laws  permitted  the  large   regional   banking
institutions  based in Missouri to conduct branching  activities in the State of
Kansas.

  Internal  Growth.  The recent wave of regional bank  acquisitions of community
banks in the Midwest has created what management of the Company  perceives to be
a void in the community  banking market.  It is management's  belief that it has
been the  practice of regional  banking  institutions  to convert the banks they
acquire into  branches of the acquiring  institution.  Management of the Company
believes  this  practice  detracts  from the  delivery  of quality  personalized
services to the existing  customer base of those  branches.  The Company entered
the Kansas City suburban  community market by acquiring the deposits of a failed
thrift in Shawnee,  Kansas in 1992.  Exchange  Bank has acquired a tract of land
for the development of another branch  location in a rapidly  developing part of
Shawnee,  Kansas  that  presently  has few  other  lending  institutions  in the
immediate area. In October 1995,  Exchange Bank further expanded its presence in
the  suburban  Johnson  County  communities  of Kansas  City by opening a branch
location in Leawood,  Kansas,  another  rapidly  growing  residential  and small
business community.  Management of the Company believes its branching activities
are distinguished from those of regional banking institutions by the high degree
of autonomy given each branch location.

  The Company's  expansion  activity also has allowed Exchange Bank to diversify
its loan  portfolio,  which was  previously  dominated  by loans  related to the
agricultural industry. Further, the loan demand in these suburban Johnson County
communities, due to heavy residential and small business development, is greater
than that experienced in the market areas served by Citizens and Exchange Bank -
Marysville. The difference in the deposit characteristics, which are more stable
in Seneca and Marysville,  and borrowing characteristics between the communities
has allowed the Company to deploy  excess  low-cost  deposit  funds derived from
Citizens and Exchange  Bank - Marysville  into loans in the growing  Kansas City
metropolitan communities of Shawnee and Leawood, Kansas.

  The Company expects it will continue to expand in the suburban  Johnson County
communities west of Kansas City through growth in the assets and loan portfolios
of  existing  branches  and to a limited  extent  through  additional  branching
activities.

LENDING ACTIVITIES

  General.  The Company  strives to provide in each market area it serves a full
range of financial  products and services to small and  medium-sized  businesses
and to consumers.  The Company targets owner-operated  businesses and emphasizes
the  use of  Small  Business  Administration  and  Farmers  Home  Administration
lending. The Banks participate in credits originated within the organization but
generally do not participate in loans from non-affiliated lenders. Each Bank has
an established  loan committee  which has authority to approve  credits,  within
established guidelines, of up to $200,000.  Concentrations in excess of $200,000
must be approved by an executive loan committee comprised of the Chief Executive
Officer and the Vice President of the Company and the local Bank's president and
senior lending officer. When lending to an entity, the Company generally obtains
a guaranty from the principals of the entity. The loan mix within the individual
Banks is  subject  to the  discretion  of the Bank  board of  directors  and the
demands of the local marketplace.

  Residential  loans are priced  consistently  with the  secondary  market,  and
commercial and consumer  loans  generally are issued at or above the prime rate.
The Company has no potential  negative  amortization  loans.  The following is a
brief description of each major category of the Company's lending activity.

                                    -5-
<PAGE>
  Real Estate  Lending.  Commercial,  residential and  agricultural  real estate
loans  represent the largest  class of loans of the Company.  As of December 31,
1996,  real estate loans totaled  $130.3  million or 64.3% of all loans.  One to
four family residential loans make up approximately  44.4% of real estate loans,
followed by commercial 25.9%,  construction 21.0%,  agricultural 7.0%, and loans
held for sale 1.7%. Generally,  residential loans are written on a variable rate
basis with terms of five years or less and amortized over either 15 or 30 years.
The Company retains in its portfolio some  adjustable  rate mortgages  having an
adjustment period of five years or less. Agricultural and commercial real estate
loans are amortized over 15 or 20 years.  The Company also  generates  long-term
fixed rate residential real estate loans which it sells in the secondary market.
The  Company  takes a security  interest  in the real  estate.  Commercial  real
estate,  construction and agricultural real estate loans are generally  limited,
by policy, to 80% of the appraised value of the property. Commercial real estate
and   agricultural   real  estate  loans  also  are  supported  by  an  analysis
demonstrating the borrower's ability to repay. Residential loans that exceed 80%
of the appraised value of the real estate generally are required,  by policy, to
be supported  by private  mortgage  insurance,  although on occasion the Company
will  retain  non-conforming  residential  loans to known  customers  at premium
pricing.

  Commercial  Lending.  Loans  in this  category  principally  include  loans to
service,  retail,  wholesale  and  light  manufacturing  businesses,   including
agricultural  service  businesses.  Commercial  loans  are  made  based  on  the
financial  strength  and  repayment  ability  of the  borrower,  as  well as the
collateral  securing  the loans.  As of  December  31,  1996,  commercial  loans
represented  the second  largest  class of loans at $48.4  million,  or 23.9% of
total loans. The Company targets owner-operated  businesses as its customers and
makes lending  decisions based upon a cash flow analysis of the borrower as well
as the accounts  receivable,  inventory and equipment of the borrower.  Accounts
receivable  loans and loans for inventory  purchases are generally of a one-year
renewable  term and those for equipment  generally have a term of seven years or
less. The Company  generally takes a blanket security  interest in all assets of
the  borrower.  Equipment  loans  are  generally  limited  to 75% of the cost or
appraised  value of the  equipment.  Inventory  loans are  limited to 50% of the
value of the inventory,  and accounts  receivable  loans are limited to 75% of a
pre-determined  eligible base. Each of the Banks is approved to make loans under
the Small Business Administration program.

  Agricultural  Lending.  The Company provides  short-term  credit for operating
loans and  intermediate-term  loans for farm  product,  livestock  and machinery
purchases and other  agricultural  improvements.  Agricultural  loans were $11.7
million as of December 31, 1996, or 5.8% of total loans. Farm product loans have
generally a one-year term and  machinery  and  equipment and breeding  livestock
loans generally have five to seven-year terms. Extension of credit is based upon
the ability to repay,  as well as the existence of federal  guarantees  and crop
insurance coverage.  Farmers Home Administration guarantees are pursued wherever
possible.  Exchange Bank and Citizens hold  "Preferred  Lender  Status" from the
Farmers Home  Administration,  a guarantee program similar to the Small Business
Administration,  that minimizes the credit exposure of the Banks through partial
transfer of the credit risk to the federal  government.  Preferred Lender Status
expedites the processing of loan applications. These loans are generally secured
by a blanket lien on livestock,  equipment,  feed, hay, grain and growing crops.
Equipment and breeding livestock loans are limited to 75% of appraised value.

  Consumer  and Other  Lending.  Loans  classified  as consumer  and other loans
include  automobile,  credit card, boat, home improvement and home equity loans,
the latter  two  secured  principally  through  second  mortgages.  The  Company
generally  takes a  purchase  money  security  interest  in goods  for  which it
provides the original  financing.  The terms of the loans range from one to five
years,  depending upon the use of the proceeds, and range from 75% to 90% of the
value of the collateral.  The majority of these loans are installment loans with
fixed interest rates. As of December 31, 1996, consumer and other loans amounted
to $12.2 million,  or 6.0% of total loans. The Company implemented a credit card
program in late 1994 and targeted the Banks' existing customer base as potential
consumers. As of December 31, 1996, the Company had issued 1,900 cards having an
aggregate  outstanding  balance of $1.4 million in credit card receivables.  The
Company has not marketed credit cards to persons other than existing customers.

                                       -6-
<PAGE>
LOAN ORIGINATION AND PROCESSING

  Loan  originations  are  derived  from a number of sources.  Residential  loan
originations  result from real estate broker  referrals,  mortgage loan brokers,
direct  solicitation by the Banks' loan officers,  present savers and borrowers,
builders,  attorneys,  walk-in customers and, in some instances,  other lenders.
Residential loan  applications,  whether originated through the Banks or through
mortgage brokers, are underwritten and closed based on the same standards, which
generally meet FNMA underwriting guidelines. Consumer and commercial real estate
loan originations emanate from many of the same sources. The legal lending limit
of each of the Banks was approximately  $1.8 million,  $670,000 and $740,000 for
Exchange Bank,  Citizens and Provident  Bank,  respectively,  as of December 31,
1996.

  The loan underwriting  procedures  followed by the Banks conform to regulatory
specifications  and are designed to assess both the  borrower's  ability to make
principal and interest  payments and the value of any assets or property serving
as collateral for the loan.  Generally,  as part of the process,  a loan officer
meets with each  applicant to obtain the  appropriate  employment  and financial
information  as well as any  other  required  loan  information.  The Bank  then
obtains  reports with respect to the borrower's  credit  record,  and orders and
reviews an  appraisal  of any  collateral  for the loan  (prepared  for the Bank
through an independent appraiser). The loan information supplied by the borrower
is independently verified.

  Loan applicants are notified promptly of the decision of the Bank by telephone
and a letter. If the loan is approved, the commitment letter specifies the terms
and conditions of the proposed loan  including the amount of the loan,  interest
rate,  amortization  term, a brief description of the required  collateral,  and
required insurance  coverage.  Prior to closing any long-term loan, the borrower
must  provide  proof of fire and casualty  insurance on the property  serving as
collateral,  and such insurance  must be maintained  during the full term of the
loan.  Title  insurance is required on loans  collateralized  by real  property.
Interest  rates  on  committed  loans  are  normally  locked  in at the  time of
application or for a 30 to 45-day period.

MORTGAGE BANKING DIVISION OPERATIONS

  The mortgage  banking division of Provident Bank is engaged in the business of
originating  and  selling  principally  first-lien  mortgages  secured by single
family  residences.  Loans originated  through Provident Bank's mortgage banking
division were $83.1  million and $83.3  million in 1996 and 1995,  respectively.
The mortgage  banking  division's  principal  sources of revenue consist of loan
origination fees and gain or loss on the sale of mortgage loans.  Mortgage loans
are originated  primarily in St. Joseph,  Missouri,  Johnson County,  Kansas and
throughout  the  metropolitan  Kansas City area.  Loans usually are purchased by
Provident Bank for investment  pending resale into the secondary  market.  Loans
usually are sold to investment banking firms and other investors as whole loans.

  Mortgage  loans are originated  primarily  through loan  originators  and from
referrals from real estate brokers,  builders,  developers and prior  customers.
The origination of a loan from the date of initial application to a loan closing
normally takes three to eight weeks. It involves  processing the borrower's loan
application,   evaluating  the  borrower's   credit  and  other   qualifications
consistent  with  underwriting  criteria  established  by private  institutional
investors and insuring or guaranteeing  agencies,  obtaining investor approvals,
property  appraisals,  and title  insurance,  arranging for hazard insurance and
handling  various other  matters  customarily  associated  with the closing of a
residential  loan.  For  this  service,   the  division  typically  collects  an
origination fee of one percent of the principal  amount of the loan.  Costs that
are  incurred in  originating  mortgage  loans  include:  overhead,  origination
commissions paid to the originators,  certain  out-of-pocket  costs and, in some
cases, commitment fees where the loans are made subject to a purchase commitment
from wholesale lenders, private investors or other intermediaries.  In the third
quarter of 1996, Provident Bank substantially altered the resources committed to
its mortgage banking operations.

                                    -7-
<PAGE>
INVESTMENT PORTFOLIO

  The Banks'  investment  portfolio is used to meet the Banks'  liquidity  needs
while  endeavoring  to  maximize  investment  income.  Additionally,  management
augments  the  quality  of the loan  portfolio  by  maintaining  a high  quality
investment  portfolio oriented toward U.S. government and U.S. government agency
securities.  The  portfolio  is  comprised  of U.S.  Treasury  securities,  U.S.
government   agency   instruments  and  a  modest  amount  of  investment  grade
obligations of state and political  subdivisions.  In managing its interest rate
exposure,   the  Company  also  invests  in   mortgage-backed   securities   and
collateralized  mortgage  obligations.  Federal funds sold and  certificates  of
deposit  are  additional  investments  that  are not  classified  as  investment
securities.  Investment securities were $66.7 million, or 21.9% of total assets,
at December 31, 1996.

DEPOSITS AND BORROWINGS

  Deposits  are the major  source of the  Banks'  funds  for  lending  and other
investment  purposes.  In  addition to  deposits,  including  local  public fund
deposits and demand  deposits of  commercial  customers,  the Banks derive funds
from loan principal repayments,  maturing investments,  Federal Funds borrowings
from commercial  banks,  borrowings from the Federal Reserve Bank of Kansas City
and the Federal Home Loan Bank  ("FHLB") and from  repurchase  agreements.  Loan
repayments  and maturing  investments  are a relatively  stable source of funds,
while deposit inflows are significantly influenced by general interest rates and
money  market  conditions.  Borrowings  may be used  on a  short-term  basis  to
compensate for reductions in the availability of funds from other sources.  They
also may be used on a long-term basis for funding specific loan transactions and
for general business purposes.

   The Banks offer a variety of accounts for depositors designed to attract both
short-term  and long-term  deposits.  These  accounts  include  certificates  of
deposit  savings  accounts,  money  market  accounts,  checking  and  individual
retirement   accounts.   Deposit  accounts  generally  earn  interest  at  rates
established by management  based on competitive  market factors and management's
desire to increase or decrease  certain  types or  maturities  of deposits.  The
Company  has not sought  brokered  deposits  and does not intend to do so in the
future.

COMPETITION

  The deregulation of the banking  industry,  the widespread  enactment of state
laws permitting multi-bank holding companies, and the availability of nationwide
interstate  banking has created a highly  competitive  environment for financial
services  providers,  particularly for  institutions in suburban areas,  such as
Exchange Bank's Shawnee and Leawood branches.  These branches compete with other
commercial  banks,  savings  and  loan  associations,   credit  unions,  finance
companies,  mutual funds, insurance companies,  brokerage and investment banking
companies and other financial  intermediaries.  Some of these  competitors  have
substantially  greater  resources  and  lending  limits  and may  offer  certain
services that these branches do not currently provide. In addition,  some of the
non-bank  competitors are not subject to the same extensive federal  regulations
that govern these branches.

  Management believes the Banks have generally been able to compete successfully
in their  respective  communities  because of the  Company's  emphasis  on local
control and the autonomy of Bank management,  allowing the Banks to meet what is
perceived to be the  preference of community  residents  and  businesses to deal
with "local" banks. While management believes the Banks will continue to compete
successfully in their communities, there is no assurance future competition will
not adversely affect the Banks' earnings.

EMPLOYEES

  The Company  maintains a corporate  staff of 6 persons.  At December 31, 1996,
the Banks had 116 full-time equivalent  employees.  None of the employees of the
Company  or the Banks are  covered by a  collective  bargaining  agreement.  The
Company and the Banks believe their employee relations are good.

                                  -8-
<PAGE>
STOCK OFFERING

  On November 22, 1996,  the Company  completed an  underwritten  initial public
offering of 2,000,000 shares of its common stock. The closing with respect to an
additional  300,000  shares was  completed  on December 19, 1996  following  the
exercise of the  underwriters'  over-allotment  option.  The net proceeds of the
sale,  after  deducting  expenses  of the  offering,  were  approximately  $18.1
million.  The  proceeds  were  used to  retire  approximately  $6.6  million  in
short-term  debt and to make a $3.0  million  working  capital  contribution  to
Exchange Bank. The remaining capital of approximately  $8.5 million was invested
in  short-term   investment  grade  securities  pending  use  in  the  Company's
acquisition strategy and for general corporate purposes.

                    SUPERVISION AND REGULATION

THE COMPANY

  The  Company is a bank  holding  company  within the  meaning of Bank  Holding
Company Act of 1956,  as amended  (the  "BHCA")  and the Savings & Loan  Holding
Company Act, as amended (the "SLHCA").

  The BHCA.  Under the BHCA,  the Company is subject to periodic  examination by
the Board of Governors of the Federal  Reserve and is required to file  periodic
reports of its operations and such additional information as the Federal Reserve
may require.  The  Company's and the Banks'  activities  are limited to banking,
managing or controlling banks, furnishing services to or performing services for
its  subsidiaries,  or  engaging  in any  other  activity  the  Federal  Reserve
determines to be so closely related to banking or managing or controlling  banks
as to be a proper incident  thereto.  Some of the activities the Federal Reserve
has  determined by regulation to be proper  incidents to the business of banking
include  making or  servicing  loans and  certain  types of leases,  engaging in
certain insurance and discount  brokerage  activities,  performing  certain data
processing  services,   acting  in  certain  circumstances  as  a  fiduciary  or
investment  or  financial  advisor,  owning  savings  associations,  and  making
investments in certain  corporations or projects  designed  primarily to promote
community welfare.

  With certain limited exceptions,  the BHCA requires every bank holding company
to obtain  the prior  approval  of the  Federal  Reserve  before  (i)  acquiring
substantially  all of the assets of any bank, (ii) acquiring  direct or indirect
ownership or control of any voting shares of any bank if after such  acquisition
it would own or control  more than 5% of the voting  shares of such bank (unless
it already owns or controls the majority of such  shares),  or (iii)  merging or
consolidating with another bank holding company.

  In  addition,  and  subject to certain  exceptions,  the BHCA and the  federal
Change in Bank Control Act,  together with the regulations  thereunder,  require
Federal  Reserve  approval  (or,  depending on the  circumstances,  no notice of
disapproval)  prior to any  person  or  company  acquiring  "control"  of a bank
holding company, such as the Company.  Control is conclusively presumed to exist
if any  individual  or  company  acquires  25% or more of any  class  of  voting
securities  of the bank  holding  company.  With  respect to  corporations  with
securities  registered  under the Securities  Exchange Act of 1934,  such as the
Company,  control will be rebuttably  presumed to exist if a person  acquires at
least 10% of any class of voting securities of the corporation.

  In accordance with Federal Reserve policy, the Company is expected to act as a
source of  financial  strength  for and commit  resources  to support the Banks.
Under the BHCA,  the  Federal  Reserve  may  require a bank  holding  company to
terminate any activity or  relinquish  control of a non-bank  subsidiary  (other
than  a  non-bank  subsidiary  of a  bank)  upon  the  Federal  Reserve  Board's
determination  that such  activity or control  constitutes a serious risk to the
financial soundness or stability of any subsidiary depository institution of the
bank  holding  company.   Further,  federal  bank  regulatory  authorities  have
additional  discretion to require a bank holding company to divest itself of any
bank or non-bank  subsidiary if the agency  determines that  divestiture may aid
the depository institution's financial condition. The Company currently does not
have any subsidiaries other than the Banks.

                                 -9-
<PAGE>
  The SLHCA.  Under the SLHCA,  the Company is regulated by the Office of Thrift
Supervision (the "OTS"). Generally,  there are no limitations on activities of a
savings and loan holding  company  provided  the Company  holds only one savings
association which is a Qualified Thrift Lender ("QTL"),  as is the case with the
Company.  As a  unitary  savings  and  loan  holding  company,  the  Company  is
registered  and files  reports  with the OTS and is  subject to  regulation  and
examination by the OTS. In addition,  the OTS has enforcement authority over the
Company and its non-savings association subsidiaries, which also permits the OTS
to restrict or prohibit  activities  that are determined to be a serious risk to
the subsidiary savings  association.  The OTS has broad investigative  powers to
determine  whether  provisions under the SLHCA are complied with by the Company.
If the OTS  discovers  violations,  it may seek an injunction to enjoin the acts
which  violate  the  laws  or  regulations  or  may  order  the  Company  or its
subsidiaries  to terminate  activities  or  terminate  control or ownership of a
subsidiary  if the  OTS  reasonably  believes  continuation  of  such  activity,
ownership  or control by the savings and loan  holding  company  poses a serious
risk to financial safety, soundness or stability of the savings association held
by the Company.

  Generally,  a savings and loan holding company must get prior written approval
from the  director of the OTS to acquire  control of a savings  association,  to
acquire  another  savings  association  or savings and loan  holding  company by
merger,  consolidation or purchase of assets,  or to acquire or retain more than
5% of the voting shares of a savings  association  or a savings and loan holding
company which is not a subsidiary.  The savings and loan holding company may not
acquire control of an uninsured  institution or retain control for more than one
year from the date control was acquired,  unless extended by the director of the
OTS for a period not to exceed three years.

  If the Company were to acquire  control of another  savings  association  as a
separate  subsidiary,  it  would  become a  multiple  savings  and loan  holding
company,  and the  activities of the Company and any of its  subsidiaries  would
become  subject  to  additional   restrictions  unless  such  other  association
qualified as a QTL and was acquired in a supervisory acquisition.

  If Provident  Bank fails the QTL test, the Company must obtain the approval of
the OTS prior to continuing  after such  failure,  directly or through its other
subsidiaries,  any  business  activity  other than those  approved  for multiple
savings and loan holding companies or their subsidiaries.

THE BANKS

  Exchange  Bank.  Exchange  Bank  operates  as a national  banking  association
incorporated  under the laws of the United States and is subject to  examination
by the Office of the  Comptroller  of the  Currency  (the  "OCC").  Deposits  in
Exchange  Bank are insured by the Federal  Deposit  Insurance  Corporation  (the
"FDIC") up to a maximum amount  (generally  $100,000 per  depositor,  subject to
aggregation  rules).  The OCC and the FDIC  regulate  or  monitor  all  areas of
Exchange Bank's operations,  including security devices and procedures, adequacy
of capitalization and loss reserves, loans, investments,  borrowings,  deposits,
mergers,  issuances of  securities,  payment of  dividends,  interest  rate risk
management, establishment of branches, corporate reorganizations, maintenance of
books and records,  and adequacy of staff  training to carry on safe lending and
deposit gathering practices.  The OCC requires Exchange Bank to maintain certain
capital  ratios and imposes  limitations  on its  aggregate  investment  in real
estate,  bank premises,  and furniture and fixtures.  Exchange Bank is currently
required by the OCC to prepare quarterly reports on its financial  condition and
to conduct an annual audit of its financial  affairs in compliance  with minimum
standards and procedures prescribed by the OCC.

  Citizens.  Citizens  operates under a Kansas state bank charter and is subject
to regulation by the Kansas Banking  Department and the FDIC. The Kansas Banking
Department  and FDIC  regulate  or monitor  all areas of  Citizen's  operations,
including  capital  requirements,  issuance of stock,  declaration of dividends,
interest   rates,   deposits,   record  keeping,   establishment   of  branches,
acquisitions,  mergers,  loans,  investments,  borrowing,  security  devices and
procedures  and  employee   responsibility  and  conduct.   The  Kansas  Banking
Department places limitations on activities of Citizens including the issuing of
capital notes or debentures and the holding of real estate and personal property
and requires  Citizens to maintain a certain ratio of reserves against deposits.
The  Kansas  Banking  Department  requires  Citizens  to file a report  annually
showing  receipts  and  disbursements  of the bank,  in addition to any periodic
report requested. Citizens is examined by the Kansas

                                -10-
<PAGE>
Banking  Department  at least once every 18 months and at any other time  deemed
necessary.  The FDIC insures  deposits held in Citizens up to a maximum  amount,
which is generally $100,000 per depositor.

  Provident Bank. Provident Bank operates as a federal savings bank and provides
full savings bank services. As a savings institution,  Provident Bank is subject
to  regulation  by the OTS. The OTS regulates or monitors all areas of Provident
Bank's  operations,   including  capital   requirements,   loans,   investments,
establishment   of   branch   offices,   mergers,   conversions,   dissolutions,
acquisitions,  borrowing,  management,  record  keeping,  security  devices  and
procedures and offerings of securities.  The OTS requires Provident Bank to file
annual current reports in compliance  with OTS  procedures,  as well as periodic
reports  upon the  request  of the  director  of OTS.  Provident  Bank must also
prepare a statement  of  condition  report  showing  the  savings  association's
assets,  liabilities  and  capital at the end of each fiscal  year.  The OTS may
require an independent audit of financial statements by a qualified  independent
public  accountant  when  needed for safety and  soundness  purposes.  With some
exceptions,  an appraisal by a state certified or licensed appraiser is required
for all real estate related financial transactions.

  All savings  associations,  including Provident Bank, are required to meet the
QTL test to avoid certain restrictions on their operations. This test requires a
savings  association to have at least 65% of its portfolio assets (as defined by
regulation) in qualified thrift investments on a monthly average for nine out of
every 12 months on a rolling basis. Such assets primarily consist of residential
housing related loans and investments.

  Any  savings  association  that  fails to meet the QTL test must  convert to a
national bank charter,  unless it requalifies as a QTL and thereafter  remains a
QTL. If such an association  has not yet  requalified or converted to a national
bank, its new  investments  and activities are limited to those  permissible for
both a savings  association  and a national  bank, and it is limited to national
bank  branching  rights in its home  state.  In  addition,  the  association  is
immediately  ineligible  to receive  any new FHLB  borrowings  and is subject to
national  bank  limits for payment of  dividends.  If such  association  has not
requalified  or  converted  to a national  bank  within  three  years  after the
failure,  it must  divest  of all  investments  and  cease  all  activities  not
permissible  for a  national  bank.  In  addition,  it must repay  promptly  any
outstanding FHLB  borrowings,  which may result in repayment  penalties.  If any
association  that fails the QTL test is  controlled by a holding  company,  then
within one year after the failure,  the holding  company must register as a bank
holding  company  and  become  subject  to  all  restrictions  on  bank  holding
companies.

  Provident Bank is a member of the Savings Association Insurance Fund ("SAIF"),
which  is  administered  by the  FDIC.  As  insurer,  the FDIC  imposes  deposit
insurance  premiums and is authorized to conduct  examinations of and to require
reporting by FDIC-insured  institutions.  It also may prohibit any  FDIC-insured
institution  from engaging in any activity the FDIC  determines by regulation or
order to pose a serious  risk to the FDIC.  The FDIC also has the  authority  to
initiate enforcement actions against savings associations,  after giving the OTS
an opportunity to take such action,  and may terminate the deposit  insurance if
it determines that the  institution has engaged in unsafe or unsound  practices,
or is in an unsafe or unsound condition.

PAYMENT OF DIVIDENDS

  Exchange  Bank is subject to the dividend  restrictions  set forth by the OCC.
Under such  restrictions,  Exchange Bank may not,  without prior approval of the
OCC,  declare  dividends in excess of the sum of the current year's earnings (as
defined)  plus the  retained  earnings  (as  defined)  from the prior two years.
Provident  Bank, as a Tier 1 savings  institution,  is limited in its payment of
dividends  during a  calendar  year to the  higher of 100% of the  current  year
earnings  during the calendar year plus the amount that would reduce by one-half
its surplus  capital ratio at the beginning of the calendar  year, or 75% of its
current  earnings over the most recent  four-quarter  period.  Provident Bank is
required to obtain OTS approval for dividends  exceeding  the preceding  amount.
There are no specific regulatory  restrictions on the ability of Citizens to pay
dividends.  In  addition,   under  the  Federal  Deposit  Insurance  Corporation
Improvement Act of 1991 ("FDICIA"),  a FDIC-insured  depository  institution may
not pay any dividend if payment would cause it to become  undercapitalized or in
the event it is undercapitalized.

                                 -11-
<PAGE>
  If, in the opinion of the  applicable  federal bank  regulatory  authority,  a
depository institution or holding company is engaged in or is about to engage in
an unsafe or unsound  practice (which,  depending on the financial  condition of
the  depository  institution  or holding  company,  could include the payment of
dividends),  such authority may require, after notice and hearing (except in the
case of an emergency proceeding where there is no notice or hearing),  that such
institution or holding company cease and desist from such practice.  The federal
banking  agencies have indicated that paying dividends that deplete a depository
institution's or holding  company's capital base to an inadequate level would be
such an unsafe and unsound banking practice.  Moreover,  the Federal Reserve and
the FDIC have issued policy statements providing that bank holding companies and
insured  depository  institutions  generally  should only pay  dividends  out of
current operating earnings.

TRANSACTIONS WITH AFFILIATES AND INSIDERS

  The Banks are subject to Section 23A of the Federal  Reserve Act, which places
limits on the amount of loans or extensions of credit to, or investments  in, or
certain other transactions with, affiliates, including the Company. In addition,
limits are placed on the amount of advances to third parties  collateralized  by
the securities or  obligations  of  affiliates.  Most of these loans and certain
other  transactions  must be secured in prescribed  amounts.  The Banks are also
subject to Section 23B of the Federal  Reserve Act,  which,  among other things,
prohibits an institution from engaging in transactions  with certain  affiliates
unless the  transactions  are on terms  substantially  the same,  or at least as
favorable to such  institution or its  subsidiaries,  as those prevailing at the
time for comparable  transactions with non-affiliated  companies.  The Banks are
subject  to  restrictions  on  extensions  of  credit  to  executive   officers,
directors,  certain principal  stockholders,  and their related interests.  Such
extensions of credit (i) must be made on substantially the same terms, including
interest rates and  collateral,  as those  prevailing at the time for comparable
transactions  with third  parties and (ii) must not involve more than the normal
risk of repayment or present other unfavorable features.

BRANCHING

  National  bank  branches are  required by the  National  Bank Act to adhere to
branch  banking laws  applicable  to state banks in the states in which they are
located. Under federal legislation,  effective June 1, 1997, a bank may merge or
consolidate  across state lines,  unless,  prior to May 31, 1997,  either of the
states involved elects to prohibit such mergers or consolidations.  Prior to the
effective date of this legislation, a bank may merge or consolidate across state
lines  only if both of the  states  involved  elect  to  "opt-in"  early  to the
provisions of the legislation. States may also authorize banks from other states
to engage in branching across state lines de novo and by acquisition of branches
without acquiring a whole banking institution.  Missouri has enacted legislation
authorizing  interstate  branching  within thirty miles of its state borders and
placing  a minimum  age  requirement  of five  years on  acquired  institutions.
Missouri  has not chosen to opt-in  early to the  provisions  of the new federal
law. The Kansas  legislature  recently  failed to take action with regard to the
above-referenced  federal  legislation.  State law in Missouri permits branching
anywhere in the state. Statewide branching is also allowed in Kansas.

COMMUNITY REINVESTMENT ACT

  The Community  Reinvestment Act requires that, in connection with examinations
of financial  institutions within their jurisdiction,  the Federal Reserve,  the
FDIC, the OCC and the OTS evaluate the record of such financial  institutions in
meeting the credit needs of their local communities,  including low and moderate
income  neighborhoods,  consistent  with the safe and sound  operation  of those
institutions.   These  factors  are  also  considered  in  evaluating   mergers,
acquisitions and applications to open a branch or facility.

OTHER REGULATIONS

  Interest and certain  other charges  collected or contracted  for by the Banks
are subject to state usury laws and certain  federal  laws  concerning  interest
rates.  The Banks' loan  operations  are also  subject to certain  federal  laws
applicable  to credit  transactions,  such as the federal  Truth-In-Lending  Act
governing  disclosures of credit terms to consumer borrowers,  the Home Mortgage
Disclosure Act of 1975 requiring  financial  institutions to provide information
to enable the public and public officials to determine whether a financial

                                    -12-
<PAGE>
institution  is fulfilling  its obligation to help meet the housing needs of the
community it serves, the Equal Credit Opportunity Act prohibiting discrimination
on the basis of race, creed or other prohibited factors in extending credit, the
Fair Credit Reporting Act of 1978 governing the use and provision of information
to credit reporting agencies,  the Fair Debt Collection Act governing the manner
in which consumer debts may be collected by collection  agencies,  and the rules
and regulations of the various federal agencies charged with the  responsibility
of implementing  such federal laws. The deposit  operations of the Bank also are
subject to the Right to Financial  Privacy Act, which imposes a duty to maintain
confidentiality  of consumer  financial  records and  prescribes  procedures for
complying with administrative subpoenas of financial records, and the Electronic
Funds  Transfer  Act and  Regulation  E issued by the Federal  Reserve  Board to
implement  that act, which govern  automatic  deposits to and  withdrawals  from
deposit accounts and customers'  rights and liabilities  arising from the use of
automated teller machines and other electronic banking services.

REGULATORY CAPITAL REQUIREMENTS

  Federal regulations establish minimum requirements for the capital adequacy of
depository   institutions.   The   regulators   may  establish   higher  minimum
requirements if, for example,  a bank has previously  received special attention
or has a high  susceptibility  to interest rate risk.  Banks with capital ratios
below the  required  minimum  are  subject  to certain  administrative  actions,
including prompt  corrective  action,  the termination of deposit insurance upon
notice and hearing, or a temporary suspension of insurance without a hearing.

  The federal risk-based capital guidelines for banks require a ratio of Tier 1,
or core  capital,  to  total  risk-weighted  assets  of 4% and a ratio  of total
capital to total  risk-weighted  assets of 8%. The leveraged capital  guidelines
require that banks  maintain Tier 1 capital of no less than 5% of total adjusted
assets,  except in the case of certain  highly rated banks for which the minimum
leverage ratio is 3% of total adjusted assets. OTS capital  regulations  require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of total  adjusted  assets,  (2) a leverage ratio (core capital to total
adjusted assets) of at least 3% and (3) a risk-based  capital  requirement equal
to at least 8% of total risk-weighted assets.

  Federal regulations  applicable to financial  institutions define five capital
levels: well capitalized,  adequately  capitalized,  undercapitalized,  severely
undercapitalized and critically  undercapitalized.  An institution is critically
undercapitalized if it has a tangible equity to total assets ratio that is equal
to or  less  than  2%.  An  institution  is well  capitalized  if it has a total
risk-based  capital  ratio  (total  capital to  risk-weighted  assets) of 10% or
greater,  has a Tier 1 risk-based capital ratio (Tier 1 capital to risk-weighted
assets)  of 6% or  greater,  has a  leveraged  ratio  (Tier 1  capital  to total
adjusted  assets) of 5% or  greater,  and is not  subject  to an order,  written
agreement,  capital directive, or prompt corrective action directive to meet and
maintain  a  specific  capital  level  for  any  capital   measure.   Under  the
regulations,  each of the Banks is at least  adequately  capitalized at December
31, 1996.

  The FDICIA  requires  federal  banking  regulators to take "prompt  corrective
action" with respect to capital-deficient institutions. In addition to requiring
the submission of a capital restoration plan, FDICIA contains broad restrictions
on certain activities of undercapitalized  institutions  involving asset growth,
acquisitions,  branch  establishment,  and expansion into new lines of business.
With certain  exceptions,  an insured depository  institution is prohibited from
making capital distributions, including dividends, and is prohibited from paying
management fees to control persons if the institution would be  undercapitalized
after any such distribution or payment.

  As an institution's  capital  decreases,  the powers of the federal regulators
become  greater.  A  significantly  undercapitalized  institution  is subject to
mandated  capital  raising  activities,  restrictions on interest rates paid and
transactions with affiliates, removal of management, and other restrictions. The
regulators   have  very  limited   discretion   in  dealing  with  a  critically
undercapitalized institution and are virtually required to appoint a receiver or
conservator if the capital deficiency is not corrected promptly.

                                   -13-
<PAGE>
ITEM 2.        DESCRIPTION OF PROPERTY

  The Company or the Banks own each of the banking  facilities  described below.
The Company  believes each of the  facilities is in good  condition,  adequately
covered by insurance  and  sufficient to meet the needs at that location for the
foreseeable  future.  Each of the  facilities  described  below has an automated
teller machine.

  Exchange Bank has two banking locations in Marysville, Kansas. The property at
823 Broadway is a one-story  8,800 square foot building with four teller windows
and was remodeled in 1995.  The property at 1016  Broadway is a two-story  4,684
square  foot  building  built in 1985 with three  teller  windows and a two-lane
drive up.

  Exchange Bank's banking  location at 13425 Shawnee Mission  Parkway,  Shawnee,
Kansas,  with 3,400 square feet,  three teller windows and a four-lane  drive up
was remodeled in 1995.  Exchange  Bank's  Leawood  branch  located at 11301 Nall
Avenue opened in the third quarter of 1996 and features four teller  windows,  a
four-lane  drive up and encompasses  25,000 square feet,  sixty percent of which
Exchange Bank leases to third parties.

  Citizens has two banking locations in Seneca, Kansas. The property at 502 Main
Street is a one-story  4,840 square foot building with three teller  windows and
seven  offices and was  remodeled  in 1994.  The  property at Highway 36 and 6th
Street is a one-story 3,388 square foot building with three teller windows and a
two-lane drive up.

  Provident  Bank has a  banking  location  in a 29,500  square  foot  two-story
building located at 4305 Frederick Boulevard, St. Joseph, Missouri that has four
teller windows and a three-lane drive up. The building was remodeled in 1996 and
the second floor is leased to third parties.

  Exchange Bank has also acquired vacant  property  located just off the exit at
Midland Drive from Interstate 435 in Shawnee,  Kansas,  upon which it expects to
build a two story 22,000 square foot branch  location  with five teller  windows
and a  two-lane  drive up. The new  Shawnee  bank  location  is  expected  to be
completed  in the middle of 1997 and have  approximately  11,000  square feet of
lease space.

ITEM 3.        LEGAL PROCEEDINGS

  Neither the Company nor the Banks are a party to, nor is any of their property
the subject of, any material pending or threatened legal proceedings.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  None.

                                      -14-
<PAGE>

                            PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                 PRICE RANGE OF COMMON STOCK AND
             UNREGISTERED SALES OF EQUITY SECURITIES

  The Company's  common stock, par value $1.00 per share, has been traded on the
Nasdaq  National  Market tier of The Nasdaq Stock Market under the symbol "GLDB"
since November 19, 1996. Prior to that date, there was no trading market for the
Company's  common stock.  For the period November 19, 1996 through  December 31,
1996, the high and low bid prices for the Company's  common stock were $9 and $8
 . The Company made no unregistered  sales of equity  securities during that time
period.

  As of February,  1997, there were approximately 1,600 holders of the Company's
common stock,  including  brokers  holding shares as nominees or in street name,
but excluding those for which they hold such shares.

                            DIVIDENDS

  The  holders of the  Company's  common  stock are  entitled  to  receive  cash
dividends  when and if declared by the Board of  Directors of the Company out of
funds  legally  available  therefor.  The Company has not  declared or paid cash
dividends in the past and expects in the  foreseeable  future it will retain all
earnings for the growth and  development of its business.  The primary source of
funds  available to the Company is the payment of dividends by the Banks and tax
transfers from the filing of  consolidated  tax returns.  Regulations  limit the
amount of dividends  that may be paid by the Banks to the Company  without prior
approval of their respective regulatory agencies.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

GENERAL

  The Company's principal asset is its ownership of the Banks. Accordingly,  the
Company's net income is dependent upon the combined results of operations of the
Banks.  Each Bank  conducts a commercial  and  consumer  banking  business  that
consists of attracting  deposits from the general public and  redeploying  those
funds to earning  assets.  Each Bank's  profitability  depends  primarily on net
interest income,  which is the difference between interest income generated from
interest-earning  assets,  primarily  consisting of loans and  investments,  and
interest expense incurred on interest-bearing liabilities,  primarily consisting
of customer deposits and borrowed funds.

  Net interest income is affected by the balances of interest-earning assets
and interest-bearing liabilities and each Bank's interest rate spread, which
is the difference between the average yield earned on its interest-earning
assets and the average rate paid on its interest-bearing liabilities.  The

                                  -15-
<PAGE>
interest  rate spread is impacted by, among other  factors,  changes in interest
rates, deposit flows and loan demand.

  The  Company's  profitability  is also  affected by the level of  non-interest
income of the Banks and  non-interest  expense  of the  Company  and the  Banks.
Non-interest  income consists  primarily of loan fees,  service fees, other fees
and  income  from  the  gain on the sale of  loans  and  investment  securities.
Non-interest  expense consists of compensation and benefits,  occupancy  related
expenses,  deposit  insurance  premiums,  expenses of opening branch offices and
other operating expenses. The Company's profitability is further impacted by the
Company's  effective tax rate, the Banks' provision for loan losses, and various
extraordinary items.

SIGNIFICANT EVENTS

INVESTMENT Portfolio

  In the  first  quarter  of  1995,  the  Company  restructured  its  investment
portfolio to shift the maturity of its portfolio to a shorter term.  Included in
this  restructuring  were the  sale of bonds  resulting  in  significant  losses
included in other income.

ALLOWANCES FOR LOAN LOSSES

  In 1995, management of the Company set a goal to achieve an allowance for loan
loss to loans  ratio of  approximately  1.4%.  This goal was based upon  several
factors, including the changing loan mix and the portfolio growth resulting from
the expansion into suburban  Kansas City and the  observation  that the ratio of
approximately  1.4% was consistent  with the level  maintained by banks that are
similar to the Banks both in size and market  served.  In 1995, the Company made
significant  additions  to its  allowance  for loan losses in order to meet this
goal. The additions had a significant  negative  impact on earnings for 1995. In
the future,  management  expects to maintain its  allowance,  as a percentage of
total loans, in a range  consistent with historical  reserves,  which has varied
between 1.15% and 1.65%.

INSURANCE ASSESSMENT

  Certain savings deposits of two of the Bank's  subsidiaries are insured by the
Savings Association Insurance Fund ("SAIF"),  with the remaining deposits of the
Banks insured by the Bank Insurance  Fund ("BIF").  Both SAIF and BIF have had a
designated  reserve ratio of 1.25%. On September 30, 1996, the President  signed
into law the Deposit Insurance Fund Act of 1996 ("DIFA"). DIFA directed the FDIC
to impose a special assessment on  SAIF-assessable  deposits insured as of March
31,  1995.  The  one-time  expense for the  Company,  incurred in 1996,  totaled
$389,100  ($240,000  net  after  tax).  In  addition  to this  special  one-time
assessment,  the premiums for BIF deposits  were  increased to 1.29 basis points
per $100 of deposits and for SAIF deposits  were  decreased to 6.44 basis points
per $100 of deposits.  The new premiums,  which took effect January 1, 1997, and
continue through December 31, 1999, will result,  based on the Company's current
deposit base, in a decrease in future FDIC insurance premiums for the Company.

STOCK OFFERING

  On November 22, 1996,  the Company  completed  an initial  public  offering of
2,000,000  shares of its common stock. The closing with respect to an additional
300,000 shares was completed on December 19, 1996, following the exercise of the
underwriters'  over-allotment  option.  The  net  proceeds  of the  sale,  after
deducting  expenses of the  offering,  were  approximately  $18.1  million.  The
proceeds were used to retire  approximately  $6.6 million in short-term debt and
to  make a $3  million  capital  contribution  to one of the  Company's  banking
subsidiaries.  The remaining capital of approximately  $8.5 million was invested
in  short-term  grade  securities  pending  use  for the  Company's  acquisition
strategy and general corporate purposes.


                                 -16-
<PAGE>
RESULTS OF OPERATIONS

COMPARISON OF YEARS ENDED DECEMBER 31, 1996 AND 1995

  The Company's net income was  $1,351,000 for the year ended December 31, 1996,
compared  to net  income of  $704,000  for the year  ended  December  31,  1995,
yielding an  annualized  return on average  assets  ("ROA") of .49% for the year
ended December 31, 1996,  compared to .30% for the year ended December 31, 1995.
Return on average  common  stockholders'  equity  ("ROE")  for 1996 and 1995 was
9.11% and 6.09%, respectively.  Without the one-time SAIF assessment, net income
would have been $1.59 million,  ROA would have been .58% and ROE would have been
10.73%.

  Total assets were $304.6  million at December  31, 1996,  an increase of $40.7
million or 15.4% from $263.9 million at December 31, 1995.  Total average assets
were $276.1  million for the year ended  December 31,  1996,  compared to $232.4
million for the year ended December 31, 1995.  Average  interest-earning  assets
were $255.0 million for the year ended December 31, 1996, and $215.6 million for
1995.  Assets  increased  primarily  because of the opening of  Exchange  Bank's
Leawood, Kansas location and growth at its Shawnee, Kansas location.

  The Company's  loans totaled  $200.1  million and $161.4  million,  net, as of
December 31, 1996 and 1995,  respectively.  The increase in total loans of $38.6
million during 1996 compared to 1995 was funded through increases in deposits of
$29.3  million and federal funds  purchased of $5.0  million.  The allowance for
loan losses decreased to $2.5 million at December 31, 1996, from $2.7 million at
December  31,  1995.  This  represented  1.25%  and  1.65% of total  loans as of
December 31, 1996 and 1995, respectively.

NET INTEREST INCOME

  Net  interest  income is  interest  earned  on  interest-earning  assets  less
interest accrued on interest-bearing  liabilities.  Interest-earning  assets are
categorized  as loans,  investment  securities and other earning  assets,  which
include  Federal  Funds  sold and  certificates  of  deposit  issued  from other
financial institutions. Interest-bearing liabilities are categorized as customer
deposits, time and savings deposits and other borrowings including Federal Funds
borrowed, short-term borrowings and long-term debt.


  Average total earning assets  increased $39.4 million or 18.3% at December 31,
1996, compared to December 31, 1995. The increase is primarily the result of the
opening of Exchange  Bank's office in Leawood,  Kansas in the fourth  quarter of
1995 as well as the continued growth in loans at Shawnee.  Total interest income
for the year ended December 31, 1996, was $21.3 million, a $2.9 million or 15.7%
increase over 1995.

  Average total interest-bearing liabilities increased by $36.9 million or 17.9%
during 1996,  primarily due to increased  volume of time deposits  originated by
Exchange  Bank in  connection  with the opening of its Leawood  location.  Total
interest  expense  for 1996 was  22.1%  higher  than in 1995 as a result  of the
increases in interest-bearing liabilities and interest rates.

  Net  interest  income was $9.1  million for the year ended  December 31, 1996,
compared  to $8.4  million  for 1995,  an  increase  of 8.0%.  This  growth  was
constrained  by  an  increase  in  interest  expense   resulting  from  offering
above-market  rates on time  deposits to promote the opening of Exchange  Bank's
Leawood location.

  The increase in investment  securities and other earning assets, which consist
primarily of U.S. government and agency securities,  for the year ended December
31,  1996,  is the result of  investment  of unapplied  proceeds  from the stock
offering in the fourth quarter of 1996.

                               -17-
<PAGE>

  The following table presents the Company's average  balances,  interest earned
or  accrued,  and the  related  yields  and  rates  on major  categories  of the
Company's  interest-earning  assets  and  interest-bearing  liabilities  for the
periods indicated:

                    COMPARATIVE AVERAGE BALANCES, YIELDS AND RATES

                                       DOLLARS IN THOUSANDS
                                     YEAR ENDED DECEMBER 31,

                                  1996                     1995
                            ---------------------------------------------------
                                           Average                      Average
                                Interest     Rate             Interest    Rate
                        Average  Income/   Earned/   Average   Income/  Earned/
                        Balance  Expense     Paid    Balance   Expense    Paid
                       --------  -------   -------   -------   -------  -------

ASSETS:

Loans, net (1) . . .  $ 176,584  $16,923     9.58%   $149,578 $ 14,486    9.68%

Investment
securities-taxable. .    64,201    3,742     5.83      54,289    3,303     6.08

Investment securities-
nontaxable (2). . . .     3,856      197     7.73       5,144      260     6.78

Other earning assets .   10,402      454     4.36        .601      382     5.79
                        --------   -----     -----    -------    -----    -----
  Total earning assets. 255,043   21,316     8.40     215,612   18,431     8.59
                                  -------    -----              -------    ----
Non-interest-earning
assets. . . . . . . . .  21,084                        16,750
                        --------                       ------
  Total assets. . . . . $276,127                     $232,362
                         =======                      =======

LIABILITIES AND STOCKHOLDERS' EQUITY:

Savings deposits and
interest-bearing
checking . . . . . . . .$  66,957 $ 2,604     3.89%  $ 55,819 $  1,726    3.09%

Time deposits. . . . . .  153,785   8,328     5.42    129,543    7,078     5.46

Short-term borrowings. .   14,637     829     5.66     11,677      639     5.47

Long-term borrowings . .    7,840     499     6.36      9,300      602     6.47
                         --------   -----     ----     ------   ------    -----
 Total interest-bearing
 liabilities . . . . . .  243,219  12,260     5.04    206,339   10,045     4.87

Non-interest-bearing
liabilities. . . . . . .   18,085                      14,463

Stockholders' equity . .   14,823                      11,560
                          --------                     ------
  Total  liabilities and
  stockholders' equity. .$ 276,127                   $232,362
                           ======                       =====

Net interest income (3).          $ 9,056                       $ 8,386
                                     ====                          ====

Net interest spread. . .                        3.36%                     3.72%
                                                 ===                       ===

Net interest margin (4).                        3.59%                     3.93%
                                                 ===                       ===
   (1) Non-accruing loans are included in the computation of average balance.

   (2) Yield is adjusted for the tax effect of tax exempt securities.  The tax
effects in 1996 and 1995 were $101 and $89, respectively.  The combined marginal
rate used was 34%.

  (3)  The Company includes loan fees in interest income.  Such fees totaled
$807,000 and $623,000 in 1996 and 1995, respectively.

  (4) The net  yield on  average  earning  assets is the net  interest  income
divided by average interest-earning assets.

                                    -18-
<PAGE>
   The following  table  presents the components of changes in the Company's net
interest income as attributed to volume and rate on a tax-equivalent  basis. The
net  change  attributable  to the  combined  impact of volume  and rate has been
solely allocated to the change in rate.
<TABLE>
<CAPTION>

                                              DOLLARS IN THOUSANDS                     DOLLARS IN THOUSANDS
                                             YEAR ENDED DECEMBER 31,                  YEAR ENDED DECEMBER 31,
RATE/VOLUME INTEREST ANALYSIS                 1996 COMPARED TO 1995                   1995 COMPARED TO 1994
                                 --------------------------------------------      ----------------------------------------
                                 Volume       Average Rate      Total Changes      Volume     Average Rate    Total Changes
                                 ------       ------------      -------------      -------    ------------    -------------

INTEREST INCOME:
<S>                           <C>                <C>                 <C>            <C>           <C>           <C>

  Loans (1) . . . . . . . . . $   2,615          $   (178)           $  2,437       $ 2,533       1,228         3,761

  Investment Securities-taxable     617              (178)                439        (1,066)        257           (809)

  Investment Securities-nontaxable (87)                24                 (63)          (12)         (1)           (13)

  Other earning assets. . . .       234              (162)                 72            76          67            143
                                -------           --------             ------       -------      ------        -------
    Total interest income . .     3,379              (494)              2,885       $ 1,531       1,551          3,082

INTEREST EXPENSE:

  Savings deposits and
  interest-bearing checking. .      344               534                 878          (143)        182              39

  Time deposits . . . . . . . .   1,325               (75)              1,250           567       1,409           1,976

  Short-term borrowings . . . .     162                28                 190           100         147             247

  Long-term borrowings. . . . .     (94)               (9)               (103)          (59)         83              24
                                  -----              -----              ------         -----      -----            ----

    Total interest expense . . .  1,736               479               2,215           465       1,821            2,286

  Increase (decrease) in net
  interest income. . . . . . . .$ 1,642           $  (972)            $   670         1,066        (270)             796
                                =======           ========            =======         =====       ======           =====
--------------------
</TABLE>

  (1)  The Company includes loan fees in interest income.  Such fees totaled
$807,000 and $623,000 in 1996 and 1995, respectively.

PROVISION FOR LOAN LOSSES

   In 1995,  the Company  substantially  increased its allowance for loan losses
based upon an analysis of several  factors,  including the changing loan mix and
portfolio  growth  resulting from the expansion into suburban Kansas City. Based
on its future business and lending plans,  and depending upon specific facts and
circumstances  with respect to certain  loans and general  economic  conditions,
management expects to maintain its allowance, as a percentage of total loans, at
levels consistent with that as of December 31,1996.

NON-INTEREST INCOME

   Non-interest  income for the year ended  December 31, 1996, was $2.4 million,
an increase of 24.2% from 1995.  The increase is primarily a result of increased
service  fees,  gains on sales of assets in the second half of 1996 and the gain
on the sale of loans in the first  half of 1996.  The  Company  incurs  periodic
gains and losses in connection with the sale of securities to meet its liquidity
needs and in  anticipation  of changes in  interest  rates.  See  "---Investment
Portfolio."

                                      -19-
<PAGE>
   The following  table  presents the  components of the Company's  non-interest
income for the periods indicated:

         NON-INTEREST INCOME                     DOLLARS IN THOUSANDS
                                                YEAR ENDED DECEMBER 31,

                                                1996               1995
                                                ----               ----

Service charges on deposit accounts. . . . . $   659            $   594

Gain on sale of loans. . . . . . . . . . . .   1,128              1,058

Loss on sale of securities . . . . . . . . .     (38)               (84)

Insurance premium income . . . . . . . . . .      22                 58

Fiduciary income . . . . . . . . . . . . . .     173                125

Other non-interest income. . . . . . . . . .     462                286

     Total non-interest income . . . . . . .$  2,406           $  1,938
                                               =====              =====
Non-interest income as a percentage of average
total assets . . . . . . . . . . . . . . . .    1,16%              0.83%
                                               =====              =====

   In the third quarter of 1996, Provident Bank substantially altered the manner
in which it conducts  its  mortgage  banking  business.  The  changes  include a
substantial  reduction in personnel  that is expected to decrease the  Company's
non-interest income from the sale of loans.

NON-INTEREST EXPENSE

   Non-interest  expense  increased by $1.2 million for the year ended  December
31, 1996.  This  increase was  primarily due to the addition of employees at the
newly opened  Leawood  location and Provident  Bank's  mortgage loan  production
office and also was  affected  by annual  increases  in  salaries  and  employee
benefits  and the  addition  of two  executive  positions  at the  Company.  Net
occupancy  expense  increased due to remodeling  projects that were completed in
Shawnee and St. Joseph, and because Exchange Bank's new Leawood location was not
open in the first half of 1995. As a percentage of average assets,  non-interest
expense was 3.34% and 3.44% as of December 31, 1996 and 1995, respectively.

                                  -20-
<PAGE>

   The following table presents the components of  non-interest  expense for the
periods indicated:

          NON-INTEREST EXPENSE                DOLLARS IN THOUSANDS
                                             YEAR ENDED DECEMBER 31,

                                             1996                1995
                                             ----                ----

Salaries and employee benefits . . . . . $  5,097             $ 4,438

Net occupancy expense. . . . . . . . . .    1,166                 980

Deposit insurance expense. . . . . . . .      549                 332

Professional services. . . . . . . . . .      433                 467

Data processing expense. . . . . . . . .      274                 202

Supplies . . . . . . . . . . . . . . . .      251                 206

Telephone. . . . . . . . . . . . . . . .      159                 137

Postage. . . . . . . . . . . . . . . . .      151                 143

Advertising/promotion. . . . . . . . . .      409                 252

Other. . . . . . . . . . . . . . . . . .      727                 844
                                             ----                ----
     Total non-interest expense. . . . .  $ 9,216             $ 8,001
                                            =====               =====
Efficiency ratio . . . . . . . . . . . .    80.40%              77.50%

   In the third quarter of 1996, Provident Bank substantially altered the manner
in which it conducts  its  mortgage  banking  business.  The  changes  include a
substantial  reduction in personnel  that is expected to decrease the  Company's
salaries and employee benefits and occupancy expenses.

INCOME TAX EXPENSE

   Income tax expense for the years ended  December 31,  1996,  and December 31,
1995, was $775,000 and $335,000, respectively. The effective tax rates for those
periods were 36.5% and 32.3%,  respectively.  The effective  tax rates  differed
from the  expected  rate of 34%  primarily  because of state taxes offset by the
effect of tax exempt interest on municipal securities.

ASSET/LIABILITY MANAGEMENT

   Asset  liability  management  refers  to  management's  efforts  to  minimize
fluctuations  in net interest  income caused by interest  rate changes.  This is
accomplished   by   managing   the   repricing   of  interest   rate   sensitive
interest-earning  assets and  interest-bearing  liabilities.  An  interest  rate
sensitive  balance  sheet item is one that is able to reprice  quickly,  through
maturity or otherwise. Controlling the maturity or repricing of an institution's
liabilities  and  assets in order to  minimize  interest  rate risk is  commonly
referred to as gap  management.  Close  matching of the  repricing of assets and
liabilities will normally result in little change in net interest

                                 -21-
<PAGE>
income when  interest  rates  change.  A mismatched  gap position  will normally
result in changes in net interest income as interest rates change.

   Along with internal gap management reports, the Company and the Bank's use an
external  asset/liability  modeling  service to analyze each Bank's  current gap
position.  The system simulates the Bank's asset and liability base and projects
future earnings  results under several  interest rate  assumptions.  The Company
strives to maintain an  aggregate  gap  position  such that  changes in interest
rates within ranges  determined  by management to be reasonable  will not effect
net interest income by more than five percent in any twelve-month period.

   The following table sets forth the maturities of interest-earning  assets and
interest-bearing liabilities outstanding at December 31, 1996.
<TABLE>
<CAPTION>

   INTEREST RATE SENSITIVITY ANALYSIS            DOLLARS IN THOUSANDS
                                               AS OF DECEMBER 31, 1996
                                                  TERM TO REPRICING
                                         ------------------------------------
                                         0-3       4-12         OVER 1 to    Over
                                        MONTHS     MONTHS       5 YEARS      5 YEARS     TOTAL
                                        -------   ---------     ----------   -------    -----
<S>                                     <C>       <C>           <C>          <C>         <C>

INTEREST-EARNING ASSETS:

Loans. . . . . . . . . . . . . . . . .  $ 78,105   $54,066     $58,353       $12,106     $202,630

Investment securities. . . . . . . . .     7,687    12,085      32,443        14,437       66,652

Other interest-bearing
assets . . . . . . . . . . . . . . . .   15,032         --          --            --       15,032
                                         ------     ------      ------       -------       ------
Total interest-earning
assets . . . . . . . . . . . . . . . .  100,824     66,151      90,796        26,543      284,314

INTEREST-BEARING LIABILITIES:

Savings deposits and
interest-bearing checking . . . . . .    76,253          --         --            --       76,253

Time deposits. . . . . . . . . . . . .   41,789       69,435     45,765           137      157,126

Short-term borrowings. . . . . . . . .   14,120          251        679            --       15,050

Long-term borrowings . . . . . . . . .      108          254      1,034           482        1,878
                                         ------       ------      -----        ------       ------
Total interest-bearing
liabilities. . . . . . . . . . . . . .   132,270       69,940    47,478           619      250,307

Interest sensitivity gap . . . . . . . . (31,446)      (3,789)   43,318        25,924       34,007

Cumulative gap . . . . . . . . . . . . . (31,446)      (35,235)   8,083        34,007

Cumulative ratio of
interest-earning
assets to interest-bearing liabilities. . 76.23%         94.58%  103.24%       113.59%

Ratio of cumulative gap
to interest-
earning assets. . . . . . . . . . . . . . (31.19%)       (21.10%)  3.14%        11.96%
</TABLE>

   The cumulative gap value  indicated  above for the zero to three month and 
the four to twelve month periods indicates that a rise in interest rates
would have a negative effect on net interest income.  The Company has the 
ability to reprice the rates on savings deposits and interest bearing checking.
Historically the rates on these deposits have not been repriced when rates have
had small movements.  The cumulative gap for one year and greater shows that the
Company is positioned so that an increase in interest rates will have a 
positive effect on interest income.

FINANCIAL CONDITION

LENDING ACTIVITIES

   Real Estate Loans.  Real estate loans represent the largest class of loans
of the Company.  The Company categorizes real estate loans as follows:

                                  -22-
<PAGE>

    i)    Commercial.  Commercial real estate loans increased from December
          31, 1995, to December 31, 1996, due primarily to increased lending
          activity in the Johnson County suburbs southwest of Kansas City.

    ii)   Construction. Construction lending consists primarily of single family
          construction  in Johnson County,  Kansas.  The Company has experienced
          steady growth in the suburban  Kansas City market place.  The December
          31, 1996 balance reflects continued,  although seasonal, growth in the
          Johnson County market.

    iii)  1 to 4 Family Residential. Loans in this category consist primarily of
          owner-occupied  residential loans. Since December 31, 1995, the mix of
          loans  has begun to shift  from  fixed  rate  loans to  variable  rate
          products.  The Company has elected to portfolio selected variable rate
          real  estate  loans,  which has  resulted  in the loan  growth in this
          category.

    iv)   Agricultural.  This category consists of loans secured by agricultural
          real  estate.  The  demand  for  agricultural  real  estate  loans has
          remained flat due to an historically low turnover of farm property.

    v)    Held for Sale.  Loans held for sale represent residential loans
          intended to be sold to secondary market investors and in the process
          of being delivered.

    Commercial Loans.  Loans in this category include loans to service,  retail,
wholesale and light manufacturing  businesses,  including  agricultural  service
businesses.  Commercial  loans increased $9.7 million or 25.1% from December 31,
1995, to December 31, 1996.  This loan growth is attributable to Exchange Bank's
expanding  business  development in Shawnee,  Kansas and the opening of Exchange
Bank's  location in  Leawood,  Kansas.  Provident  Bank has also  increased  its
commercial loan portfolio.

   Consumer  and Other  Loans.  Loans  classified  as  consumer  and other loans
include automobile, residential, other personal loans and credit card loans. The
majority of these loans are  installment  loans with fixed interest  rates.  The
balance in consumer  and other  loans at December  31,  1996,  approximated  the
December 31, 1995 balance of $12.5  million.  The Company issues credit cards to
its existing  customers and at December 31, 1996, there were no balances on such
cards past due more than 30 days.

   Agricultural Loans.  Agricultural loans are typically made to farmers,  small
corporate  farms and feed and  grain  dealers.  Agricultural  loans  were  $11.7
million as of December  31,  1996,  or 5.8% of total  loans.  Agricultural  loan
demand declined in 1996 as a result of depressed livestock prices and high grain
prices that reduced the demand for livestock purchases. Additionally,  favorable
grain production in the Banks' regions coupled with higher commodity prices have
allowed  agricultural  producers to improve their cash  positions,  reducing the
need for borrowed funds.

                                  -23-
<PAGE>
    The  following  table  presents  the  balance of each major  category of the
Company's loans at the dates indicated.

    LOAN PORTFOLIO COMPOSITION             DOLLARS IN THOUSANDS
                                              AT DECEMBER 31,

                                          1996                  1995
                                  -------------------  ---------------------
                                  Amount          %      Amount            %
                                  ---------     -----    ------          ---

Commercial. . . . . . . . . . .   $ 48,413      23.89%   $ 38,715       23.58%

Real Estate Commercial. . . . .     27,413      13.53      24,398       14.86

Real estate. . . . . . . . . . .   100,707      49.70      71,690       43.66

Loans Held for sale. . . . . . .     2,182       1.08       6,665        4.06

Consumer and Other. . . . . . .     12,247       6.04      12,538        7.64

Agricultural. . . . . . . . . .     11,668       5.76      11,029        6.72
                                     -------    ------       -------   ------
Total loans. . . . . . . . . . .    202,630      100%      164,185     100%
   
Less allowance for loan
losses . . . . . . . . . . . . .      2,534                  2,715
                                     -------                -------
Total. . . . . . . . . . . . . .   $ 200,096              $ 161,470
                                     ========               =======

    The following table sets forth the maturities of portfolio loans outstanding
at December 31, 1996.
<TABLE>
<CAPTION>

    LOAN REPRICING SCHEDULE             DOLLARS IN THOUSANDS

<S>                         <C>             <C>               <C>               <C>         <C>   
                                           Due After Four     Due After One
                            Due in Three   Months But Before  Year But Before   Due After
                           Months or Less     One Year          Five Years      Five Years  Total
                           ------------   --------------      ---------------   ----------  ------

LOAN CATEGORY:

  Commercial . . . . . .     $  25,461      $  16,145         $  6,440          $   367  $  48,413

  Real Estate Construction.     21,624          5,716               73               -      27,413

  Real Estate . . . . . .       19,524         23,791           46,174            11,218   100,707

  Loans Held for Sale . .        2,182              -                -                -      2,182

  Agricultural. . . . . .        5,733          4,913              664               358    11,668

  Consumer and other. . .        3,581          3,501            5,002               163    12,247
                                -------         -----           ------           -------    ------
     Total loans  . . . .    $  78,105      $  54,066         $ 58,353          $ 12,106  $202,630
                               =======         ======           ======           =======  ========


  As of December 31, 1996, loans with maturities greater than one year include
approximately $47.0 million in fixed rate loans and $23.5 million in floating
or adjustable rate loans.

                                         -24-
<PAGE>
ASSET QUALITY

    The Company follows  regulatory  guidelines in placing loans on a nonaccrual
basis and places loans with doubtful principal  repayment on a nonaccrual basis,
whether  current or past due.  The Company  considers  non-performing  assets to
include  all  nonaccrual  loans,  other  loans  past  due 90  days or more as to
principal and interest (with the exception of those loans which in  management's
opinion are well collateralized or exhibit other characteristics suggesting they
are  collectable),  restructured  loans defined as troubled  debt  restructuring
under  Statement of Financial  Accounting  Standards No. 15 (SFAS 15),  impaired
loans as  defined  by SFAS No. 114 and other real  estate  owned  ("OREO").  The
Company  does not return a loan to accrual  status  until it is brought  current
with respect to both principal and interest and future principal payments are no
longer in doubt.  When a loan is placed on  nonaccrual  status,  any  previously
accrued and uncollected interest is reversed.

    Non-performing  loans as of December 31, 1996,  were down from  December 31,
1995, as the result of the collection and/or restructuring of certain notes.

  The Company has no restructured loans as defined under SFAS 15.  The Company
recorded interest income on nonaccrural loans in the amounts of $23,000 and
$172,000 in 1996 and 1995, respectively.  The Company would have recorded
additional interest in the amounts of $23,000 and $27,000 in 1996 and 1995,
respectively if nonaccrual loans had been current during those periods.

    The following three largest  non-performing  assets represented 77.4% of all
non-performing assets of the Company as of December 31, 1996.

    1)  Default by a partnership on a $193,115  commercial real estate loan. The
        borrower has entered into a contract to sell the property for  $350,000,
        with the proceeds to be used to repay the debt to the Company.  The sale
        is scheduled to close in the first quarter of 1997.
    2)  Property  that  Provident  Bank has taken  ownership of as a result of a
        default on a $90,000  mortgage  loan on a  condominium.  The property is
        currently listed for sale.
    3)  Default by a small concrete contractor.  Borrower in process of
        liquidating assets.  Liquidation sale scheduled for March, 1997.

     OREO as of December  31, 1996 totaled  $70,000,  down from the December 31,
1996  balance of $149,000 as a result of the sale of a single  family  residence
maintained  by Provident  Bank.  OREO as of December 31, 1996,  consisted of one
condominium unit located in a resort area.

     Non-performing assets are summarized in the following table:

NON-PERFORMING ASSETS                 Dollars in thousands
                                          At December 31,
                                      1996            1995
                                      ----            ----
Loan:
  Loan 90 days or more past due but
    still accruing                    $---            $    2
  Nonacrural loans                     319             1,739
                                      ----            ------
  Non-performing loans                 319             1,741
  OREO                                  70               149
                                      ----            ------
  Non-performing assets               $389            $1,890
                                      ----            ------
Non-performing loans as a
  percentage of total loans            .16%             1.06%
Non-performing assets as a
  percentage of total assets           .13%              .72%
Non-performing assets as a
  percentage of total loans
  and OREO                             .19%             1.16%


                                  -25-
<PAGE>
ALLOWANCE FOR LOAN LOSSES
-------------------------

  In 1995, the Company determined, based on the changing loan mix and portfolio
growth resulting from the expansion into suburban Kansas City and an analysis of
the loan loss reserves of banks similar to the Banks both in size and
market served, that an allowance for loan losses of approximately 1.4% of loans
was an appropriate reserve for the Company at that time.  As the result of loan
growth and loan charge-offs, by fourth quarter 1995, the Company's allowance
had been reduced to 1.15% of loans.  In anticipation of further loan growth in
its new Johnson County market and in response to the normal review of non-
performing loans, the Company made an additional provision for loan losses and,
as a result, exceeded the targeted allowance.  Loan growth, and to a lesser
extent, charge-offs in 1996 reduced the allowance to approximately that reported
at December 31, 1996, without a need for significant additional provisions.  The
allowance as a percentage of total loans at December 31, 1996 (1.25%) is
consistent with the Company's goal.  In the future, the Company expects that its
loan loss reserve will be in a range consistent with historical ratios, which
have varied from 1.15% to 1.65% of loans.

  The success of a bank depends to a significant extent upon the quality of its
assets, particularly loans.  In the case of the Company, this is highlighted
by the fact that as of December 31, 1996, net loans represented approximately
65% of its total assets.  In originating loans, there is a substantial 
likelihood that credit losses will be experienced.  The risk of loss will vary 
with, among other things, industry standards, management's experience, 
historical experience, an evaluation of economic conditions, and regular reviews
of delinquencies and loan portfolio quality.  Based upon such factors,
management makes various assumptions and judgments about the ultimate 
collectability of the loan portfolio and provides an allowance for potential
loan losses based upon a percentage of the outstanding balances and for specific
loans when their ultimate collectability is considered questionable.  Since
certain lending activities involve greater risks, the percentage applied to
specific loan types may vary.

  The Company actively manages its past due and non-performing loans in each
subsidiary bank in an effort to minimize credit losses and monitor asset 
quality to maintain an adequate loan loss allowance.  Although management
believes that its allowance for loan losses is adequate for each bank and
collectively, there can be no assurance that the allowance will prove sufficient
to cover future loan losses.  Further, although management uses the best 
informative available to make determinations with respect to the allowance for
loan losses, future adjustments may be necessary if economic conditions differ
substantially from the assumptions used or adverse developments arise with 
respect to the organization's non-performing or performing loans.  Accordingly,
there can be no assurance that the allowance for loan losses will be adequate
to cover loan losses or that significant increases to the allowance will not be
required in the future if economic conditions should worsen.  Material additions
to the allowance for loan losses would result in a decrease of the Company's
net income and capital and could result in the inability to pay dividends,
among other adverse consequences.

  The allowance for loan losses on December 31, 1996 totaled $2.5 million, a
slight decrease over December 31, 1995 resulting from charge-offs of $328,000,
recoveries of $27,000 and provisions of $120,000.  The allowance for loan losses
totaled $2.7 million as of December 31, 1995.  The allowance increased during 
1995 by $668,000 which resulted from a combination of additional provisions of
$1.3 million and net charge-offs of $616,000.

     The following table sets forth activity in the Company's allowance for loan
losses during the periods indicated:

      Summary of Loan Loss Experience          Dollars in Thousands
                                              Year Ended December 31,

                                             1996                 1995
                                             ----                 ----

Total net loans outstanding at
the end of period . . . . . . . . . . . . .$200,096           $161,470
                                            =======            =======
Average net loans outstanding
during the period. . . . . . . . . . . . . $176,584           $149,578
                                            -------            -------

Allowance for loan losses,
beginning of period . . . . . . . . . . . . $ 2,715           $  2,047

CHARGE-OFFS:

     Real estate

       Construction. . . . . . . . . . . . .     24                 ---
       1 to 4 family residential . . . . . .      2                  12

Commercial. . . . . . . . . . . . . . . . . .   215                 538

Consumer and other. . . . . . . . . . . . . .    21                  46

Agricultural. . . . . . . . . . . . . . . . .    66                  75
                                                ---                ----
Total charge-offs . . . . . . . . . . . . . .   328                 671
                                                ---                ----

RECOVERIES OF LOANS PREVIOUSLY CHARGED OFF:

     Real estate

       Construction. . . . . . . . . . . . . .   11                  --
       1 to 4 family residential . . . . . . .    3                  --

     Commercial. . . . . . . . . . . . . . . .    2                   9

     Consumer and other. . . . . . . . . . . .    5                   3


     Agricultural. . . . . . . . . . . . . . .     6                  43

     Total recoveries. . . . . . . . . . . . .    27                  55

Net charge-offs. . . . . . . . . . . . . . . .   301                 616

Provision charged to operations. . . . . . . .   120               1,284

Allowance for loan losses, end of period . . .$2,534             $ 2,715
                                               =====              ======

RATIOS:

Net charge-offs to average loans outstanding .  0.17%                0.41%
Allowance for loan losses to loans, end of
period . . . . . . . . . . . . . . . . . . . .  1.25%                1.65%
Allowance for loan losses to  non-performing
assets . . . . . . . . . . . . . . . . . . . .794.36%              155.94%

INVESTMENT ACTIVITIES

    The Company's investment portfolio serves three important functions:  first,
it enables the  adjustment  of the  balance  sheet's  sensitivity  to changes in
interest rate movements; second, it provides an outlet for investing excess

                                  -26-
<PAGE>
funds; and third, it provides liquidity.  The investment portfolio is structured
to maximize the return on invested funds within conservative risk guidelines.

    The  portfolio is comprised of U.S.  Treasury  securities,  U.S.  government
agency  obligations,  state municipal  obligations,  Federal Reserve Bank stock,
FNMA stock,  and FHLB stock.  The U.S.  government  agency  obligations  include
Federal Home Loan Mortgage Corporation ("FHLMC"), FNMA notes and mortgage backed
securities,  FHLB notes and Government  National Mortgage  Association  ("GNMA")
mortgage-backed securities. The portfolio includes approximately $9.5 million of
standard  collateralized  mortgage  obligations,  all of which  are  rated AA or
better. Federal Funds sold are not classified as investment securities.

    The investment  portfolio  decreased $723,000 or 1.07% during the year ended
December 31, 1996,  primarily  due to a strong loan demand.  The increase  since
December  31,  1995,  was a result of deposit  growth from  Exchange  Bank's new
Leawood branch.  A portion of those deposits were invested in U.S.  Treasury and
U.S. government agencies obligations.

    The composition of the investment portfolio as of December 31, 1996, was 36%
U.S.  Treasury  notes,  18% U.S.  government  obligations,  37% mortgage  backed
securities,  6% state and  municipal  securities  and 3% other  securities.  The
comparable  distribution for December 31, 1995, was 31% U.S. Treasury notes, 21%
U.S.  government  obligations,  39%  mortgage-backed  securities,  6% state  and
municipal  securities,  and 3% other securities.  The estimated  maturity of the
investment  portfolio on December 31, 1996,  was two years and five months.  The
average balance of the investment portfolio as of December 31, 1996, represented
27% of average earning assets as compared to 28% on December 31, 1995. No change
in investment strategy was made during 1996.

   The Company  periodically changes its balance sheet strategy to accommodate a
new interest rate environment when, in management's opinion, economic and policy
signals indicate a changing trend in interest rates.  Accordingly,  in the first
half of 1995 the Company sold bonds in  anticipation  of an increase in interest
rates.  Although  management  believes its action  benefited  the  Company,  the
securities sales resulted in an immediate loss of $409,000.

   The following  table sets forth the  composition of the Company's  investment
portfolio at the dates indicated:

 Investment Securities Portfolio Composition          Dollars in Thousands
                                                         At December 31,
                                                  1996                1995
                                            ---------------- -----------------

SECURITIES HELD TO MATURITY: (1)

U.S. Treasury and other U.S. agencies and
corporations . . . . . . . . . . . . . . . . $        --         $        --
Obligations of states and political
subdivisions . . . . . . . . . . . . . . . .          25                  25
Mortgage-backed securities . . . . . . . . .          --                  --
                                                 -------             -------
  Total . . . . . . . . . . . . . . . . . . .$        25          $       25
                                                 =======             =======

SECURITIES AVAILABLE FOR SALE: (2)

U.S. Treasury and other U.S. agencies and
corporations . . . . . . . . . . . . . . . . .   $ 35,930           $ 34,865
Obligations of states and political
subdivisions . . . . . . . . . . . . . . . . .      3,799              4,008
Mortgage-backed securities . . . . . . . . . .     24,822             26,422
Other (3). . . . . . . . . . . . . . . . . . .      2,706              2,055
                                                  -------            -------
     Total . . . . . . . . . . . . . . . . . .   $ 66,627           $ 67,350
                                                  =======            =======

(1) Securities held to maturity are carried on the Company's books at
    amortized cost.

(2) Securities available for sale are carried on the Company's books at fair
    value.

(3) Includes FHLB stock Federal Reserve stock and FNMA stock.

                                       -27-
<PAGE>

DEPOSIT ACTIVITIES

    Deposits  are the major  source of the Banks'  funds for  lending  and other
investment  purposes.  In  addition to  deposits,  the Banks  derive  funds from
interest payments,  loan principal payments,  loan and security sales, and funds
from  operations.  Scheduled loan  repayments are a relatively  stable source of
funds,  while deposit inflows are  significantly  influenced by general interest
rates and money market conditions.  The Banks may use borrowings on a short-term
basis if necessary to compensate  for  reductions in the  availability  of other
sources of funds,  or borrowings  may be used on a longer term basis for general
business purposes.

    Deposits are attracted  principally  from within the Banks'  primary  market
area through the offering of a broad variety of deposit  instruments,  including
checking  accounts,  money market accounts,  savings  accounts,  certificates of
deposit (including jumbo certificates in denominations of $100,000 or more), and
retirement  savings plans. The Banks have not  aggressively  attempted to obtain
large  denomination,  high  interest-bearing  certificates  except to  address a
particular funding need.

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

    The  growth  in  deposits  is  primarily  the  result of the  Company's  new
locations in Shawnee and Leawood,  Kansas.  During 1996, the Company experienced
an  increase  in  savings,  NOW and time  accounts  with  balances  of less than
$100,000.  The  non-interest-bearing  account  balance as of December  31, 1996,
showed a $3.3 million or 18% increase  from the balance as of December 31, 1995.
The average  balance  increased  accordingly  $4.1 million or 30% as a result of
growth at the Company's Shawnee and Leawood, Kansas locations.

    The following  table sets forth a summary of  maturities  in the  investment
portfolio at December 31, 1996:

MATURITY  SCHEDULE OF SECURITIES  AVAILABLE FOR SALE

</TABLE>
<TABLE>
<CAPTION>
                                         At market value
                                       Dollars in Thousands
                                       At December 31, 1996

                        One year           Over One Year        Over 5 Years
                         or less          through 5 Years      through 10 Years    Over 10 Years      Total

                      Amount  Weighted   Amount   Weighted     Amount  Weighted    Amount  Weighted    Amount  Weighted
                                Yield               Yield                Yield               Yield               Yield
<S>                   <C>         <C>    <C>         <C>       <C>         <C>    <C>         <C>       <C>       <C>

U.S. Treasury and
other U.S. agencies
and corporations . . $14,465     5.65%   $21,465     5.49%     $  -----   ------  $  -----    ------    $35,930   5.55%

Obligations of
states and
political
subdivisions . . . .     712     8.38%     2,989      7.58%          98     6.81%    -----    -----       3,799   7.71%

Mortgage-backed
securities . . . . .   -----    -----     19,854      5.83%       4,607     6.33%      361     7.40%     24,822   5.95%

Other. . . . . . . .   2,076     6.51%      ----                     --                ---                2,076   6.51%
                       -----              ------      -----        ----     -----    -----     -----      -----   -----

Total. . . . . . . . $17,253             $44,308                $ 4,705              $ 361              $66,627   5.85%
                      ======              ======                 ======               ====               ======
</TABLE>

   The  following  table sets forth the average  balances and  weighted  average
rates for the Company's categories of deposits at the dates indicated.

                                           -28-
<PAGE>
Average Deposit Balances and Rates               Dollars in Thousands
                                                Year Ended December 31,

                                      1996                          1995
                             ----------------------- --------------------------
                                               % of                      % of
                            Average  Average  Total    Average  Average  Total
                            Balance  Rate    Deposits  Balance  Rate   Deposits
                            -------  ------- --------  -------  ------- -------

Non-interest checking. . .$  17,850    0.00%     7.5% $ 13,733    0.00%      7%

Savings deposits and
interest-bearing
checking . . . . . . . . .   66,957    3.89%    28.0%   55,189    3.09%     28%

Certificates of deposit. .  153,785    5.42%    64.5%  129,543    5.46%     65%
                            -------    ----     -----  -------    ----     ----

  Total . . . . . . . . . .$238,592              100% $199,095             100%
                           ========    ====      ==== ========             ===

   The Company does not have a  concentration  of deposits  from any one source,
the  loss of  which  would  have a  material  adverse  effect  on its  business.
Management  believes that  substantially all the Banks' depositors are residents
in their respective primary market area.

  The following table sets forth a summary of the deposits of the Company at
the dates indicated:

                              DEPOSIT COMPOSITION

                                                       December 31
                                                 ------------------------
                                                 1996              1995
                                                 ------------------------
                                                  (Dollars in Thousands)

Non-interest bearing. . . . . . . . . . . .      $22,277          $18,934

Interest-bearing: . . . . . . . . . . . . . 
  Savings and NOW Accounts. . . . . . . . .       76,253           55,134
  Time accounts less than $100,000. . . . .      123,977          127,239
  Time accounts greater than $100,000. . .        33,149           25,074
                                                 -------          -------

    Time deposits                               $255,656         $226,381
                                                 =======          =======

  The following table summarizes at December 31, 1996, the Company's 
certificates of deposit of $100,000 or more by time remaining until maturity:


                                           CERTIFICATES OF DEPOSIT
                                            $100,000 OR GREATER
                                           ------------------------
                                            (DOLLARS IN THOUSANDS)

Maturity Period:

  Less than three months. . . . . . . . .         $17,427
  Over three months through six months. .           7,091
  Over six months through twelve months .           5,297
  Over twelve months. . . . . . . . . . .           3,334
                                                  -------

    Total. . . . . . . . . . . . . . . .         $ 33,149
                                                 ========

  The Company has no other time deposits in excess of $100,000.

Capital and Liquidity

  The following represent key ratios of the Company for the periods indicated:

                                            Dec. 31, 1996       Dec. 31, 1995
                                            -------------       -------------

    Return on average assets..............  0.49%               0.30%
    Return on average equity..............  9.11%               6.09%
    Equity to assets ratio................  5.37%               4.98%
    Dividend payout ratio (1).............  0.00%               0.00%
---------------------
(1) On April 16, 1997, the Company declared a $.03 per share dividend payable
to shareholders of record as of May 15, 1997.

    Acquisition  Indebtedness.  The  Company  had a credit  facility  it used to
finance prior acquisitions.  The balance drawn under the facility was $7 million
as of December 31, 1995.  The Company used  proceeds from the Offering to retire
its  outstanding  obligations of $6.6 million under the facility on November 22,
1996.

    Sources of Liquidity.  Liquidity  defines the ability of the Company and the
Banks to generate  funds to support  asset growth,  satisfy  other  disbursement
needs,  meet deposit  withdrawals and other fund  reductions,  maintain  reserve
requirements and otherwise operate on an ongoing basis. The immediate  liquidity
needs  of the  Banks  are  met  primarily  by  federal  funds  sold,  short-term
investments,  deposits  and  the  generally  predictable  cash  flow  (primarily
repayments) from each Bank's assets.  Intermediate term liquidity is provided by
the  Banks'  investment  portfolios.  The Banks also have  established  a credit
facility with the FHLB under which the Banks are eligible for short or long-term
advances  secured by real  estate  loans or  mortgage-related  investments.  The
Company's  liquidity needs and funding are provided through  non-affiliated bank
borrowing,  cash  dividends and tax payments from its  subsidiary  banks.  As of
December 31, 1996, the Company had established a pre-approved $10.0 million line
of credit with a non-affiliated correspondent bank.

    Capital.  The Company and the Banks actively  monitor their  compliance with
regulatory  capital  requirements.  The elements of capital  adequacy  standards
include  strict  definitions  of core capital and total  assets,  which  include
off-balance  sheet  items  such as  commitments  to  extend  credit.  Under  the
risk-based  capital  method  of  capital  measurement,  the  ratio  computed  is
dependent on the amount and  composition of assets recorded on the balance sheet
and the amount and  composition of off-balance  sheet items,  in addition to the
level of capital.  Historically,  the Banks have increased core capital  through
the  retention of earnings or capital  infusions.  Each Bank's  ability to incur
additional  indebtedness  or to issue or pay  dividends  on common or  preferred
stock may be limited by  regulatory  policies  and the terms of the  outstanding
securities.

Impact of Inflation and Changing Prices

    The financial  statements and related  financial data concerning the Company
presented in this Annual Report have been prepared in accordance  with generally
accepted accounting  principles,  with the measurement of financial position and
operating results in terms of historical dollars without  considering changes in
the relative  purchasing power of money over time due to inflation.  The primary
impact of inflation on the operations of the Company is reflected in increased

                                       -29-
<PAGE>
operating costs. Unlike most industrial  companies,  virtually all of the assets
and liabilities of a financial  institution are monetary in nature. As a result,
changes in interest rates have a more significant impact on the performance of a
financial  institution  than do the  effects of changes in the  general  rate of
inflation and changes in prices.  Interest rate changes do not necessarily  move
in the same  direction  or have the same  magnitude  as changes in the prices of
goods and services.

Accounting and Financial Reporting

    The Financial and Accounting  Standards Board (the "FASB") issued  Statement
125,   "Accounting   for  Transfers  and  Servicing  of  Financial   Assets  and
Extinguishment  of  Liabilities" in June 1996 and Statement 127 "Deferral of the
Effective  Date of Certain  Provisions  of FASB  Statement  No. 125" in December
1996. These statements provide accounting and reporting  standards for transfers
and  servicing of  financial  assets and  extinguishments  of  liabilities.  The
Company will adopt these  statements as required in 1997 and 1998.  The adoption
is not  expected to have a  significant  impact on its  financial  condition  or
results of operation.

                                         -30-
<PAGE>
ITEM 7.   FINANCIAL STATEMENTS

                   INDEPENDENT AUDITORS' REPORT



The Board of Directors
Gold Banc Corporation, Inc.:


We have  audited  the  accompanying  consolidated  balance  sheets  of Gold Banc
Corporation,  Inc.  and  subsidiaries  as of December  31, 1996 and 1995 and the
related consolidated statements of earnings, stockholders' equity and cash flows
for the years  then  ended.  These  consolidated  financial  statements  are the
responsibility  of management.  Our  responsibility  is to express an opinion on
these consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material  respects,   the  financial  position  of  Gold  Banc
Corporation,  Inc.  and  subsidiaries  as of December  31, 1996 and 1995 and the
results of their  operations  and their cash flows for the years then ended,  in
conformity with generally accepted accounting principles.


KPMG PEAT MARWICK LLP




Kansas City, Missouri
February 7, 1997

                                       -31-
<PAGE>


          GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

                  Consolidated Balance Sheets

                   December 31, 1996 and 1995
                         (In thousands)

                         Assets                   1996               1995
                         ------                   ----               ----

Cash and due from banks                         $12,380              8,281
Federal funds sold and interest-bearing
deposits                                          8,891             14,942
                                                 ------              -----

    Total cash and cash equivalents              21,271             23,223
                                                 ------              -----
Investment securities (note 2):

    Held-to-maturity                                 25                 25
    Available-for-sale                           64,551             65,295
    Other                                         2,076              2,055
                                                 ------             ------
      Total investment securities                66,652             67,375
                                                 ------             ------
Mortgage loans held for sale, net                 2,182              6,665
Loans, net (note 3)                             197,914            154,805
Premises and equipment, net (note 4)             11,977              7,328
Deferred taxes (note 9)                             678                872
Accrued interest and other assets                 3,935              3,689
                                                 ------             ------
                                               $304,609            263,957
                                                =======            =======

            Liabilities and Stockholders' Equity
            ------------------------------------

Liabilities:
     Deposits (note 5)                         $255,656             226,381
     Securities sold under agreements to
     repurchase (note 6)                         10,050              15,638
     Federal funds purchased, long-term debt
     and other borrowings (note 7)                6,878               8,992
     Accrued interest and other liabilities       1,884               1,624
                                                -------              ------
        Total liabilities                       274,468             252,635
                                                -------              ------

Stockholders' equity (notes 9 and 12):

    Preferred stock, 7,500,000 shares
    authorized, no shares issued                      -                   -
    Preferred stock, Class B $1,000
    par value, 1,000 shares authorized,
    65 shares issued at December 31, 1995             -                  65
    Common  stock,  $1 par value,  7,500,000  shares  authorized;  4,300,000 and
    2,000,000 shares issued and outstanding
    at December 31, 1996 and 1995, respectively   4,300                2,000
    Additional paid-in capital                   16,768                1,015
    Retained earnings                             9,704                8,353
    Unrealized loss on available-for-sale
    securities, net                               (355)                (111)
    Unearned compensation (note 9)                (276)                   -
                                                 ------                -----
       Total stockholders' equity                30,141               11,322

Commitments and contingent liabilities (note 9)       -                    -
                                                -------              -------
                                               $304,609              263,957
                                                =======              =======
       See accompanying notes to consolidated financial statements.

                                       -32-
<PAGE>
          GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

               Consolidated Statement of Earnings

                   December 31, 1996 and 1995
             (In thousands, except per share data)

                                           1996       1995
                                      ---------   --------

Interest income:
  Loans, including fees              $   16,923     14,486
  Investment securities                   3,939      3,760
  Other                                     454        185
                                     ----------   --------
                                         21,316     18,431

Interest expense:
   Deposits                              10,932      8,804
   Borrowings and other                   1,328      1,241
                                      ---------   --------
                                         12,260     10,045
                                       --------   --------
      Net interest income                 9,056      8,386

Provision for loan losses (note 3)          120      1,284
                                       --------   --------
      Net interest income after
      provision for loan losses           8,936      7,102
                                       --------   --------

Other income:

     Service fees                          659         650
     Net gains on sale of mortgage
     loans                               1,128       1,058
     Net securities losses                 (38)        (84)
     Gain on sale of other assets          297          18
     Other                                 360         296
                                       -------     -------
                                         2,406       1,938
                                       -------     -------

Other expense:

     Salaries and employee benefits      5,097       4,438
     Net occupancy expense               1,375       1,137
     Federal deposit insurance
     premiums (note 5)                     549         332
     Other                               2,195       2,094
                                        ------       -----
                                         9,216       8,001
                                        ------       -----
        Earnings before income taxes     2,126       1,039

Income taxes (note 8)                      775         335
                                        ------       -----
     Net earnings                        1,351         704
                                        ======       =====
Earnings per share                        0.60        0.34
                                        ======       =====
Weighted average common shares
outstanding                          2,246,552   2,063,415
                                     =========   =========

     See accompanying notes to consolidated financial statements.

                                       -33-
<PAGE>
          GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

             Consolidated Statements of Cash Flows

             Years ended December 31, 1996 and 1995
                         (In thousands)



                                             1996               1995
                                            ------             ------

Cash flows from operating activities:
   Net earnings                           $  1,351                704
   Adjustments to reconcile net
    earnings to net cash provided by
    (used in) operating activities:
       Provision for loan losses               120               1,284
       Net losses on sales of
       available-for-sale securities            38                  84
       Amortization of investment
       securities' premiums, net of
       accretion                                69                  92
       Depreciation and amortization           549                 512
       Gain on sale of assets, net            (335)                (22)
       Net (increase) decrease in mortgage
       loans held for sale                   4,483              (4,879)
       Other changes:
         Accrued interest receivable and
         other assets                         (514)               (502)
         Accrued interest payable and
         other liabilities                     260                 255
                                            ------               -----
         Net cash provided by (used in)
         operating activities                6,021              (2,472)
                                            ------               ------

Cash flows from investing activities:
  Net increase in loans                    (43,214)             (21,728)
  Principal collections and proceeds
  from maturities of held-to-maturity
  securities                                     -                  609
  Principal collections and proceeds
  from sales and maturities of available-
  for-sale securities                       27,183               29,535
  Purchases of available-for-sale
  securities                               (26,938)             (28,152)
  Purchases of other securities                (21)                   -
  Net additions to premises and equipment   (5,190)              (2,866)
  Proceeds from sale of other assets           922                  269
     Net cash used in investing activities (47,258)             (22,333)

Cash flows from financing activities:
  Increase in deposits                      29,275               39,951
  Net increase (decrease) in
  short-term borrowings                       (588)               1,312
  Proceeds from long-term debt                   -                  500
  Principal payments on long-term debt      (7,390)                (595)
  Purchase of treasury stock                  (134)              (1,095)
  Proceeds from issuance of common stock,
  net of costs                              18,122                  350
  Proceeds from sale of treasury stock           -                  263
                                            ------               ------
       Net cash provided by financing
       activities                           39,285               40,686
                                            ------               ------
       Increase (decrease) in cash and cash
       equivalents                          (1,952)              15,881
Cash and cash equivalents,
   beginning of year                        23,223                7,342
                                            ------                -----

Cash and cash equivalents, end of year     $21,271               23,223
                                            ======               ======

                                        -34-
<PAGE>
                                             1996                  1995
                                             ----                  ----
Supplemental disclosure of cash flow information:
  Cash paid during the year for interest   $12,112                9,740
                                            ======                =====
  Cash paid during the year for income
  taxes                                   $    776                1,165
                                            ======                =====
Supplemental schedule of noncash investing activities:
 Loans transferred to other real
 estate owned                             $    741                   94
                                            ======                =====

 Transfer of held-to-maturity investment
 securities to available-for-sale         $     -                26,129
                                            ======               ======

Supplemental schedule of noncash financing activities:
 Common stock subscribed                  $     -                    50
                                           =======               ======

         See accompanying notes to consolidated financial statements.

<TABLE>
<CAPTION>

             GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

           Consolidated Statements of Stockholders' Equity

               Years ended December 31, 1996 and 1995
                           (In thousands)


                                                                                 Unrealized
                                                                                 gain (loss)
                                                          Additional             on securities
                                      Preferred   Common  paid-in     Retained   available-for-   Unearned    Treasury
                                        stock     stock   capital     earnings   sale, net       compensation  stock      Total
                                      ---------  -------  ----------  --------   --------------  ------------  --------   -----
<S>                                     <C>        <C>         <C>       <C>            <C>              <C>       <C>    <C>

Balance at December 31, 1994            $  100     2,042       1,405     7,649          (1,197)            -       (35)   9,964
Purchase of 117,756 shares of common
stock                                        -         -           -         -               -             -    (1,095)  (1,095)
Issuance of 53,346 shares of common
stock                                        -        53         347         -               -             -         -      400
Sale of 23,339 shares of common
stock                                        -         -         (25)        -               -             -       288      263
Retirement of 35 shares
of Class B preferred stock                 (35)        -           -         -               -             -        35        -
Retirement of 94,416 shares of
common stock                                 -       (95)       (712)        -               -             -       807        -
Change in unrealized gain of
securities available for sale                -         -           -         -           1,086             -         -    1,086
Net earnings                                 -         -           -       704               -             -         -      704
                                         -----     -----       -----     -----           -----          ----      ----    -----
Balance at December 31, 1995                65     2,000       1,015     8,353            (111)            -         -   11,322

Conversion of 65 shares of preferred
stock into 14,048 shares of common
stock                                      (65)       14          51         -               -             -          -       -
Redemption and retirement of 105.5
shares of common stock                       -       (14)       (120)        -               -             -          -    (134)
Issuance of 2,300,000 shares of common
stock, net of issuance costs of $1,942,000   -     2,300      15,822         -               -             -          -   18,122
Purchase of shares of common stock
for the employee stock ownership plan        -         -           -         -               -          (276)         -     (276)
Change in unrealized loss of securities
available-for-sale                           -         -           -         -            (244)            -          -     (244)
Net earnings                                 -         -           -     1,351               -             -          -    1,351
                                          ----     -----       -----     -----            ----          ----        ----   -----
Balance at December 31, 1996           $     -     4,300      16,768     9,704            (355)         (276)         -   30,141
                                        ======     =====      ======     =====            =====          ====       ====  ======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                            -35-

<PAGE>

                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            December 31, 1996 and 1995


(1)  Summary of Significant Accounting Policies

     Principles of Consolidation

     The consolidated  financial  statements include  the  accounts of Gold Banc
        Corporation,   Inc.  and  its  subsidiaries,   Exchange  National  Bank,
        Marysville,  Kansas,  Citizens  State  Bank and Trust  Company,  Seneca,
        Kansas and Provident Bank,  f.s.b., St. Joseph,  Missouri,  collectively
        referred to as the Company.  All significant  intercompany  transactions
        have been eliminated.

     Nature of Operations

     The Company is a multibank  holding  company that owns and  operates  banks
        located in northeastern Kansas and northwestern  Missouri. The banks are
        community  banks that  provide a full range of  commercial  and consumer
        banking services primarily to small and medium-sized communities and the
        surrounding market areas, and most recently, to suburban Kansas City.

     Initial Public Offering

     Effective  November  19,  1996,  the Company  completed  an initial  public
        offering  selling  2,000,000  shares  of its  common  stock at $8.75 per
        share.   Subsequently,   the   Company's   underwriter   exercised   its
        over-allotment  option and on December  19,  1996,  the Company  sold an
        additional 300,000 shares at $8.75 per share. Total expenses,  including
        underwriter's   discounts,   aggregated   $1,942,000.   The  Company  is
        considered by the  Securities and Exchange  Commission  (SEC) as a small
        business enterprise and,  accordingly,  files SEC-related items as such.
        The Company's shares are registered on the NASDAQ under the symbol GLDB.

     Estimates

    The preparation of the consolidated financial statements, in conformity with
        generally accepted  accounting  principles,  requires management to make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities  and disclosure of contingent  assets and liabilities at the
        date of the consolidated  financial  statements and the reported amounts
        of revenues and expenses  during the reporting  period.  Actual  results
        could differ from those estimates.

     Investment Securities

    The Company classifies investment securities as either available-for-sale or
        held-to-maturity.   Held-to-maturity  securities  are  those  which  the
        Company has the  positive  intent and ability to hold to  maturity.  All
        other securities are classified as available-for-sale.

     Held-to-maturity    securities    are   recorded   at    amortized    cost.
        Available-for-sale  securities  are  recorded at fair value.  Unrealized
        holding   gains   and   losses,   net  of   related   tax   effect,   on
        available-for-sale   securities  are  excluded  from  earnings  and  are
        reported as a separate component of stockholders' equity until realized.

                                      -36-
<PAGE>
     A  decline in the market  value of any  security  below cost that is deemed
        other  than   temporary   is  charged  to  income,   resulting   in  the
        establishment of a new cost basis for the security.

     Premiums and discounts  are  amortized or  accredited  over the life of the
        related  security as an  adjustment  to interest  income.  Dividend  and
        interest  income is recognized  when earned.  Realized  gains and losses
        upon disposition of available-for-sale securities are included in income
        using the specific identification method for determining the cost of the
        securities sold.

     Mortgage Loans Held for Sale

     Mortgage loans originated and intended for sale in the secondary market are
        carried at the lower of  aggregate  cost or estimated  fair value.  Fees
        received on such loans are deferred and  recognized in income as part of
        the gain or loss on sale. Net unrealized losses are recognized through a
        valuation allowance by charges to income.

    The Company adopted the Financial  Accounting Standards Board's Statement of
        Financial  Accounting Standard (SFAS) No. 122,  "Accounting for Mortgage
        Servicing  Rights," on January 1, 1996. This statement requires that the
        value of retained mortgage  servicing rights related to loans originated
        and sold  after  January  1, 1996 be  capitalized  as an asset,  thereby
        increasing the gain on sale of the loan by the amount of the asset.  The
        adoption of this standard did not have a material impact on the Company.

     Loans

     Loans receivable that management has the intent and ability to hold for the
        foreseeable  future or until  maturity  or payoff are  reported at their
        outstanding  principal  adjusted for any charge-offs,  the allowance for
        loan losses,  and any  deferred  fees or costs on  originated  loans and
        unamortized premiums or discounts on purchased loans.

     Interest income on loans is accrued and credited to operations based on the
        principal amount outstanding.  The accrual of interest on impaired loans
        is  discontinued  when,  in  management's  opinion,  the borrower may be
        unable to meet  payments as they become due.  When  interest  accrual is
        discontinued,  all unpaid accrued interest is reversed.  Interest income
        is  subsequently  recognized  only  to  the  extent  cash  payments  are
        received.  Significant  loan and commitment fee income and related costs
        are deferred and amortized in  relationship  to the  respective  loan or
        commitment.

     Allowance for Loan Losses

     Provisions  for  losses on loans  receivable  are based  upon  management's
        estimate of the amount  required to maintain an adequate  allowance  for
        losses,  relative to the risk in the loan  portfolio.  This  estimate is
        based on  reviews of the loan  portfolio,  including  assessment  of the
        estimated net realizable value of the related underlying collateral, and
        upon consideration of past loss experience,  current economic conditions
        and such other  factors  which,  in the opinion of  management,  deserve
        current  recognition.  Amounts are charged off as soon as probability of
        loss is  established,  taking  into  consideration  such  factors as the
        borrower's  financial condition,  underlying  collateral and guarantees.
        Loans are also subject to periodic  examination by regulatory  agencies.
        Such agencies may require charge-offs or additions to the allowance

                                           -37-
<PAGE>
        based upon their  judgments about  information  available at the time of
        their examination.

     Premises and Equipment

     Premises and equipment are stated at cost,  less  accumulated  depreciation
        and  amortization.  Depreciation and amortization are computed using the
        straight-line  and  accelerated  methods based on the  estimated  useful
        lives of the related assets.

     Goodwill

    The excess  cost  over  fair  value  of  assets   acquired  of  consolidated
        subsidiaries is being amortized on a straight-line basis over periods of
        ten to twenty-five years.

     Income Taxes

    The Company and its  subsidiaries  file a  consolidated  federal  income tax
        return.  Deferred  tax assets and  liabilities  are  recognized  for the
        future tax consequences  attributable to temporary  differences  between
        the  financial   statement  carrying  amounts  of  existing  assets  and
        liabilities  and their  respective  tax bases,  and are  measured  using
        enacted tax rates  expected  to apply to taxable  income in the years in
        which those  differences  are expected to be  recovered or settled.  The
        effect on deferred tax assets and liabilities for subsequent  changes in
        tax rates is recognized in the period that includes the tax rate change.

     Cash and Cash Equivalents

    For purposes of the consolidated  statements of cash flows, cash equivalents
        include  cash on hand,  amounts due from banks,  federal  funds sold and
        interest-bearing deposits.

     Earnings Per Share

     Earnings per share is based upon the weighted  average  shares  outstanding
        during the periods presented.

                                         -38-

<PAGE>

(2)  Investment Securities

    The amortized  cost,  gross  unrealized  gains and losses and estimated fair
        value of investment  securities  by major  security type at December 31,
        1996 and 1995 are as follows (in thousands):

                                   Gross         Gross       Estimated
                      Amortized    unrealized    unrealized     fair
                         Cost      gains         losses         value
                      ---------    ----------    ----------  ---------

     1996
     ----

Held-to-maturity:
 Obligations of
 states and
 political
 subdivisions          $    25             -            -          25

Available-for-sale:
  U.S. treasury and
  agency securities    $36,107            17         (194)     35,930

  Obligations of
  states and
  political
  subdivisions          3,759             44           (4)      3,799

  Mortgage-backed
  securities           25,253              -         (431)     24,822
                      -------          -----        -----      ------

    Total            $ 65,119             61         (629)     64,551
                      =======          =====        =====      ======

    1995
    ----

Held-to-maturity:
 Obligations of
 states and
 political
 subdivisions       $     25               -            -          25

Available-for-sale:
  U.S. treasury
  and agency
  securities        $ 39,918             129         (182)     34,865

  Obligations of
  states and
  political
  subdivisions        3,936               75           (3)      4,008

  Mortgage-backed
  securities         26,619                2         (199)     26,422

    Total          $ 65,473              206         (384)     65,295

                                    -39-
<PAGE>

  The amortized cost and estimated fair value of debt securities at December 31,
      1996, by contractual maturity, are shown below (in thousands).
       Expected  maturities  will differ  from  contractual  maturities  because
       borrowers  may  have  the  right to call or  prepay  obligations  with or
       without call or prepayment penalties.


                              Held-to-maturity             Available-for-sale
                           ----------------------       -----------------------
                           Amortized    Estimated       Amortized     Estimated
                           cost        fair value       cost         fair value
                           ----------  ----------       ----------   ----------
Due in one year or less    $    -            -          15,160       15,178
Due after one year
through five years             25           25          24,606       24,453
Due after five years
through ten years               -            -             100           98
Mortgage-backed securities      -            -          25,253       24,822
                          -------        -----          ------       ------
    Total                  $  25            25          65,119       64,551
                          ======         =====          ======       ======

     Other securities  at December 31, 1996 and 1995 consist  primarily of stock
        in the Federal  Reserve Bank and Federal Home Loan Bank.  Amortized cost
        of such investments approximates their fair value. At December 31, 1996,
        investment securities with fair values of approximately $45,064,000 were
        pledged to secure public deposits and for other purposes.

(3)  Loans

     Loans are summarized as follows (in thousands):

                                  1996      1995
                                  ----      ----

Real estate - mortgage        $100,707    71,690
Real estate - construction      27,413    24,398
Commercial                      48,413    38,715
Agricultural                    11,668    11,029
Consumer                         9,085     8,387
Other                            3,162     3,301
                               -------    ------
                               200,448   157,520

Allowance for loan losses       (2,534)   (2,715)
                               -------    ------
                              $197,914   154,805
                               =======   =======

     At December  31,  1996,  the  Company   serviced  loans  of   approximately
        $29,000,000 for investors.  Service fee income of approximately  $82,000
        and $90,000,  respectively,  related to these  portfolios is included in
        service fee income in the  consolidated  statements  of earnings for the
        years ended  December 31, 1996 and 1995.  During  1996,  loans were sold
        without servicing retained and, accordingly,  the impact of SFAS No. 122
        was insignificant.

                                             -40-
<PAGE>
                        GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

                          Notes to Consolidated Financial Statements

     Loans made to directors and officers of the Company approximated $5,990,000
        and  $3,960,000  at December 31, 1996 and 1995.  Such loans were made in
        the  ordinary  course of  business  on normal  credit  terms,  including
        interest rate and collateralization.

     Impaired loans are considered  insignificant at December 31, 1996 and 1995.
        Nonaccrual  loans  approximated  $319,000 and $1,739,000 at December 31,
        1996 and 1995.  The interest  income not  recognized  on these loans was
        approximately $23,000 and $27,000 in 1996 and 1995.

     Activity in the allowance  for loan losses during the years ended  December
        31, 1996 and 1995 are as follows (in thousands):

                                  1996     1995
                                 -----    -----

Balance at beginning of year    $2,715   $2,047
Provision for loan losses          120    1,284
Loan charge-offs                  (328)    (671)
Loan recoveries                     27       55
                                 -----    -----
Balance at end of year          $2,534   $2,715
                                 =====    =====

(4)  Premises and Equipment

     Premises and equipment are summarized as follows (in thousands):

                                 1996      1995
                                -----     -----

Land                           $2,280     1,418
Buildings and leasehold
improvements                    4,955     4,470
Construction in progress        3,522       509
Furniture, fixtures and
equipment                       3,536     2,756
Automobiles                       146       198
                                -----     -----
                               14,439     9,351
Accumulated depreciation and
amortization                    2,462     2,023
                               ------     -----
                              $11,977     7,328
                               ======     =====

     Depreciation expense aggregating  $525,000 and $433,000 for the years ended
        December  31,  1996 and 1995,  respectively,  has been  included  in net
        occupancy  expense  in  the  accompanying   consolidated  statements  of
        earnings.

                                           -41-
<PAGE>

(5)  Deposits

     Deposits are summarized as follows (in thousands):

                                1996      1995
                                ----      ----

Demand:
    Noninterest bearing      $22,277     18,934

    Interest-bearing:
        NOW                    7,579      6,598
        Advantage             11,477     10,119
        Super NOW             14,916      9,963
        Money market          31,951     17,287
                             -------     ------
                              65,923     43,967
                             -------     ------
             Total demand     88,200     62,901

Savings                       10,330     11,166
Time                         157,126    152,314
                             -------    -------
                            $255,656    226,381
                             =======    =======

     Time  deposits  include  certificates  of  deposit  of  $100,000  and over,
        totaling approximately  $33,149,000 and $25,074,000 at December 31, 1996
        and 1995, respectively.

     Principal  maturities  of time deposits at December 31, 1996 are as follows
(in thousands):

                               Year       Amount
                               ----      --------
                               1997      $110,224
                               1998        31,779
                               1999         7,628
                               2000         4,366
                               2001         2,992
                            Thereafter        137
                                          -------
                                         $157,126
                                          =======

     During 1996, the Federal Deposit Insurance  Corporation  imposed a one-time
        special  assessment  on  Savings   Association   Insurance  Fund  (SAIF)
        assessable  deposits.  The assessment on the Company's SAIF deposits was
        $389,000 and is included in federal  deposit  insurance  premiums in the
        accompanying consolidated statements of earnings.

                                       -42-
<PAGE>

(6)  Securities Sold Under Agreements to Repurchase

     Information concerning securities sold under agreements to repurchase is as
        follows (in thousands):


                               1996       1995
                              ------     ------
Average monthly balance
during the year               $5,780     5,937
Average interest rate
during the year                 5.29%     5.39
Maximum month-end balance
during the year              $19,522    15,638

     At December 31,  1996,  such  agreements  were  secured by  investment  and
        mortgage-backed  securities.  Pledged  securities  are  maintained  by a
        safekeeping agent under the control of the Company.

(7)  Federal Funds Purchased, Long-term Debt and Other Borrowings

     Federal funds purchased fluctuate daily based on the liquidity needs of the
        Company.  As of December 31, 1996, federal funds purchased of $5,000,000
        had an interest rate of 7.0% and a one-day maturity.

     Following is a summary of  long-term  borrowings  at December  31, 1996 and
        1995 (in thousands):

                                          1996     1995
                                         -----     -----

Note payable to bank, interest at 6.0%   $   -     7,000
Note payable of Gold Banc  Corporation,  Inc.  Employee  Stock  Ownership  Plan,
interest at Boatmen's  corporate base rate, (8.25% at December 31, 1996) secured
by 31,888 shares of Company
stock (see note 9)                          276        -
Federal Home Loan Bank (FHLB)  borrowings by a subsidiary bank bearing  weighted
average fixed  interest  rates of 5.48% and 6.02% at December 31, 1996 and 1995,
respectively, secured by qualifying one-to-four family mortgage
loans                                     1,602    1,992
                                          -----    -----
                                         $1,878    8,992
                                          =====    =====

     At December  31,  1996,  the Company had a  $10,000,000  committed  line of
        credit with a correspondent bank with no advances outstanding.

     Principal maturities on long-term borrowings are as follows (in thousands):

                                Year      Amount
                                ----      ------

                                1997      $  362
                                1998         362
                                1999         292
                                2000         252
                                2001         128
                             Thereafter      482
                                          ------
                                         $ 1,878
                                          ======

                                         -43-
<PAGE>
    None of the Company's  borrowings  have  any  related  compensating  balance
        requirements  which  restrict  the  usage of  Company  assets.  However,
        regulations  of  the  Federal  Reserve  System  require  reserves  to be
        maintained  by all  banking  institutions  according  to the  types  and
        amounts of certain  deposit  liabilities.  These  requirements  restrict
        usage of a portion of the amounts  shown as  consolidated  "cash and due
        from banks" from everyday  usage in operation of the banks.  The minimum
        reserve  requirements  for the  subsidiary  banks at  December  31, 1996
        approximated $984,000.

(8)  Income Taxes

     Income tax expense  (benefit)  related to  operations  for 1996 and 1995 is
        summarized as follows (in thousands):

                         Current         Deferred        Total
                         -------         --------        --------

1996:
     Federal              $271              359           630
     State                 142                3           145
                           ---              ---           ---
                          $413              362           775
                           ===              ===           ===

1995:
    Federal               $581             (450)          131
    State                  214              (10)          204
                           ---             ----           ---
                          $795             (460)          335
                           ===             ====           ===

    The tax  effects  of  temporary  differences  that give rise to  significant
        portions of deferred tax assets and deferred tax liabilities at December
        31, 1996 and 1995 are presented below (in thousands):

                                              1996          1995
                                              ----          ----

Deferred tax assets:
  Allowance for loan losses                 $   396         758
  Unrealized losses on available-for-sale
    securities, net                             235          67
  State taxes                                   488         320
  Other                                         150         141
                                              -----        ----
       Total deferred tax assets              1,269       1,286
                                              -----       -----

Deferred tax liabilities:

  FHLB stock dividends                          125         125
  Premises and equipment                        427         206
  Other                                          39          83
                                               ----         ---
      Total deferred tax liabilities            591         414
      Net deferred tax asset                 $  678         872
                                              =====        ====

    A   valuation  allowance  for  deferred  tax  assets  was not  necessary  at
        December 31, 1996 and 1995.

                                            -44-
<PAGE>
     A  reconciliation  of expected  income tax expense  based on the  statutory
        rate of 34% to actual tax  expense  for 1996 and 1995 is  summarized  as
        follows (dollars in thousands):


                                        1996                      1995
                              ---------------------    ------------------------
                              Amount       Percent     Amount          Percent
                              ------       -------     ------          --------

Expected federal income
    tax expense               $ 723         34.0%       $ 353          34.0%

Municipal interest              (58)        (2.7)         (76)         (7.3)

State taxes, net of federal
    tax benefit                 142          6.6          135          13.0

Other, net                      (32)        (1.4)         (77)         (7.4)
                               ----        -----         -----        ------

                             $ 775         36.5%         $ 335         32.3%

(9)  Employee Benefit Plans

     On January 1, 1986, the Company established the Gold Banc Corporation, Inc.
        Employee  Stock  Ownership  Plan (ESOP) to acquire shares of the Company
        common  stock for the benefit of all eligible  employees.  The amount of
        annual  contributions  from the Company,  if any, is  determined  by the
        Board of Directors. Contributions were approximately $78,000 and $75,000
        for the years ended December 31, 1996 and 1995, respectively.  The ESOP,
        which is  noncontributory,  covers  substantially  all  employees of the
        corporation.

     During  1996,  the ESOP  borrowed  $275,800  from an  unaffiliated  bank to
        purchase 31,888 shares of common stock from a stockholder of the Company
        (see note 7). The ESOP will repay the loan with  contributions  received
        from the Company.  Accordingly,  the Company has recorded the obligation
        with  an  off-setting  amount  of  unearned   compensation  included  in
        stockholders'  equity  in the  accompanying  1996  consolidated  balance
        sheet.

     In 1995,  the Company  established a 401(k) savings plan for the benefit of
        all   eligible   employees.   The  Company   does  not  match   employee
        contributions. The 401(k) plan covers substantially all employees of the
        corporation.

    The Company's Board of Directors and stockholders have approved the adoption
        of the 1996 Equity  Compensation Plan (the Plan). Under the terms of the
        Plan, the Company can grant stock options,  stock  appreciation  rights,
        restricted  stock,  performance  units or  performance  shares.  Options
        granted under the Plan will carry an exercise  price equal to or greater
        than the fair market value at the date of grant,  and  generally  expire
        ten years after grant. The Company has reserved 250,000 shares of common
        stock for issuance under the Plan. No options have been granted to date.

(10) Financial Instruments with Off-balance Sheet Risk

     Financial  instruments,  which  represent  off-balance  sheet  credit risk,
        consist of open  commitments  to extend credit,  irrevocable  letters of
        credit and loans sold with recourse.  Open  commitments to extend credit
        and irrevocable letters of credit amounted to approximately $36,900,000

                                       -45-
<PAGE>

                        GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

                          Notes to Consolidated Financial Statements

        at December 31, 1996. Such  agreements  require the Company to lend to a
        customer as long as there is no violation of any  condition  established
        in the contract.  Commitments  generally have fixed  expiration dates or
        other termination clauses. Since many of the commitments are expected to
        expire without being fully drawn upon, the total  commitment  amounts do
        not  necessarily   represent  future  cash  requirements.   The  Company
        evaluates each customer's  creditworthiness on a case-by-case basis. The
        amount of collateral  obtained (if deemed  necessary by the Company upon
        extension of credit) is based on management's  credit  evaluation of the
        customer.  Collateral held varies, but may include accounts  receivable,
        inventory,   property,   plant  and  equipment,   and   income-producing
        commercial properties.

    The Company  processes  residential  home  mortgage  loans  for  sale in the
        secondary  market.  In  conjunction  with  the sale of such  loans,  the
        Company has entered into  agreements  with the  purchasers of the loans,
        setting forth certain provisions. Among those provisions is the right of
        the  purchaser  to  return  the  loans to the  Company  in the event the
        borrower  defaults within a stated period.  This period ranges among the
        various  purchasers  from between one to twelve months.  Loans sold with
        recourse  amounted  to  approximately   $6,021,000  and  $26,511,000  at
        December  31, 1996 and 1995,  respectively.  The  Company's  exposure to
        credit  loss in the event of default by the  borrower  and the return of
        the loan by the purchaser is represented by the difference in the amount
        of the loan and the recovery value of the underlying collateral.

(11) Disclosures About the Fair Value of Financial Instruments

    The following   disclosures   of  the  estimated  fair  value  of  financial
        instruments  are made in accordance  with the  requirements  of SFAS No.
        107,  "Disclosures  About  Fair  Value of  Financial  Instruments."  The
        estimated fair value amounts have been determined by the Company and its
        subsidiaries   using   available   market   information   and  valuation
        methodologies. However, considerable judgment is necessarily required to
        interpret   market  data  to  develop  the   estimates  of  fair  value.
        Accordingly,   the  estimates   presented  herein  are  not  necessarily
        indicative of the amounts the Company and its subsidiaries could realize
        in a current market exchange.  The use of different  market  assumptions
        and/or  estimation  methodologies  may  have a  material  impact  on the
        estimated fair value amounts.

                                          -46-
<PAGE>

                       GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

                         Notes to Consolidated Financial Statements

    The estimated  fair  value  of the  Company's  financial  instruments  is as
        follows (in thousands):

                                       1996                      1995
                             ------------------------   -----------------------
                             Carrying       Estimated   Carrying      Estimated
                             amount        fair value   amount       fair value
                             -----------   ----------   ----------   ----------

Investment securities        $    66,652       66,652       67,376       67,376
                               =========    =========    =========   ==========
Mortgage loans held for sale $     2,182        2,182        6,665        6,765
                               =========    =========    =========   ==========
Loans                        $   197,914      197,802      154,805      155,573
                               =========    =========    =========   ==========
Deposits                     $   255,656      255,463      226,380      226,290
                               =========    =========    =========   ==========
Securities sold under agree-
ments to repurchase          $    10,050       10,050       15,638       15,638
                               =========    =========    =========   ==========
Federal funds purchased
and other short-term
borrowings                   $     5,000        5,000            -            -
                               =========    =========    =========   ==========

Long-term debt               $     1,878        1,877        8,992        8,786
                               =========    =========    =========   ==========


    The following  methods and assumptions  were used to estimate the fair value
        of each class of financial  instruments  for which it is  practicable to
        estimate that value:

        Investment  Securities - Various  methods and  assumptions  were used to
        estimate  fair  value  of  the  investment  securities.  For  investment
        securities,  excluding other securities, fair values are based on quoted
        market  prices  or  dealer  quotes.  If a  quoted  market  price  is not
        available,  fair value is  estimated  using  quoted  prices for  similar
        securities.  The carrying value of other  securities  approximates  fair
        values.

        Loans Held for Sale - The fair  value of loans held for sale  equals the
        contractual sales price agreed upon with third-party investors.

        Loans - For certain  homogenous  categories of loans, such as some Small
        Business  Administration  guaranteed loans,  student loans,  residential
        mortgages,  consumer loans and commercial loans, fair value is estimated
        using quoted market  prices for similar  loans or  securities  backed by
        similar loans,  adjusted for  differences in loan  characteristics.  The
        fair  value of other  types of loans is  estimated  by  discounting  the
        future cash flows using the current  rates at which  similar loans would
        be made to  borrowers  with  similar  credit  ratings  and for the  same
        remaining maturities.

        Deposits - The fair value of demand deposits, savings accounts and money
        market  deposits is the amount payable on demand at the reporting  date.
        The fair value of fixed-maturity certificates of deposit is estimated by
        discounting the future cash flows using the rates currently  offered for
        deposits of similar remaining maturities.

        Long-term  Debt - The fair value of long-term  debt is  estimated  using
        discounted  cash flow analyses based on the Company's and  subsidiaries'
        current  incremental  borrowing  rates for  similar  types of  borrowing
        arrangements.

                                          -47-
<PAGE>
        Federal  Funds  Purchased  and  Securities  Sold  Under   Agreements  to
        Repurchase  - For federal  funds  purchased  and  securities  sold under
        agreements to repurchase,  the current  carrying  amount is a reasonable
        estimate of fair value.

        Commitments  to Extend  Credit and  Irrevocable  Letters of Credit - The
        fair value of commitments is estimated using the fees currently  charged
        to enter into  similar  agreements,  taking into  account the  remaining
        terms  of  the  agreements  and  the  present  creditworthiness  of  the
        customers.  For fixed-rate loan  commitments,  fair value also considers
        the  difference  between  current  levels  of  interest  rates  and  the
        committed  rates. The estimated fair value of letters of credit is based
        on the fees currently charged for similar agreements.  These instruments
        were determined to have no positive or negative market value adjustments
        and are not listed in the following table.

        Loans Sold with Recourse - The fair value of loans sold with recourse is
        limited  to  the  contractual   amount  of  the  loans  required  to  be
        repurchased. Loans currently under the recourse provision have been sold
        to  investors  within  the last  twelve  months.  Because  the  recourse
        provisions have not yet expired, it is impractical to determine the fair
        value;  however,  it is not believed  they would have a material  market
        value adjustment.

    The fair value estimates presented herein are based on pertinent information
        available  to  management  as of December  31,  1996 and 1995.  Although
        management is not aware of any factors that would  significantly  affect
        the  estimated   fair  value   amounts,   such  amounts  have  not  been
        comprehensively  revalued  for  purposes of the  consolidated  financial
        statements  since that date and,  therefore,  current  estimates of fair
        value may differ significantly from the amounts presented herein.

<PAGE>

(12) Capital Adequacy

     Quantitative measures  established by regulation to ensure capital adequacy
        require the Company and its subsidiaries to maintain minimum amounts and
        ratios (set forth in the table below on a consolidated basis, dollars in
        thousands)  of total and Tier I capital (as defined in the  regulations)
        to  risk-weighted  assets  and of  Tier I  capital  to  average  assets.
        Management believes, as of December 31, 1996, that the Company meets all
        capital adequacy requirements to which it is subject.

<TABLE>
<CAPTION>
                                                                                To be well
                                                          For capital       capitalized under
                                                           adequacy         prompt corrective
                                      Actual               purposes         action provisions
                               -------------------   -------------------   ----------------------
                               Amount        Ratio   Amount        Ratio   Amount           Ratio
                               ------        -----   ------        -----   ------           -----
<S>                            <C>           <C>     <C>           <C>      <C>              <C>

At December 31, 1996:
  Total risk-based capital
  (to risk-weighted assets):  $30,496       14.92%   $16,350       8.00%   $20,438          10.00%
  Tier I capital
  (to risk-weighted assets):   29,987       14.68      8,175       4.00     12,263           6.00
  Tier I capital
  (to average assets):         29,987       10.97     10,930       4.00     13,663           5.00

At December 31, 1995:
  Total risk-based capital
  (to risk-weighted assets):   11,433        7.16     12,765       8.00     15,956          10.00
  Tier I capital
  (to risk-weighted assets):   10,894        6.83      6,382       4.00      9,574           6.00
  Tier I capital
  (to average assets):         10,894        4.62      9,400       4.00     11.800           5.00
</TABLE>

(13) Parent Company Condensed Financial Statements

     Following is condensed  financial  information of the Company as of and for
        the years ended December 31, 1996 and 1995 (in thousands):


                              Condensed Balance Sheets
                             December 31, 1996 and 1995

                 Assets                       1996                  1995
                 ------                       ----                  ----

Cash                                       $    53                   103
Federal funds sold, securities purchased
under agreements to resell and
interest-bearing deposits                    8,641                     -
Loans, net                                       -                   852
Investment in subsidiaries                  21,189                16,853
Other                                          565                   632
                                            ------                ------
    Total assets                           $30,448                18,440

   Liabilities and Stockholders' Equity
   ------------------------------------

Borrowed funds                             $   276                 7,000
Other                                           31                   118
Stockholders' equity                        30,141                11,322
                                            ------                ------
Total liabilities and stockholders' equity $30,448                18,440
                                            ======                ======

                                    -49-
<PAGE>

                     GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

                       Notes to Consolidated Financial Statements


                       Condensed Statements of Earnings
                    Years ended December 31, 1996 and 1995


                                                1996             1995
                                                ----             ----
Dividends from subsidiaries                  $   500            1,770
Interest income                                   56               24
Other expense, net                             1,197            1,295
Income before equity in undistributed
earnings of subsidiaries                       (641)              499
Increase (decrease) in undistributed equity
of subsidiaries                               1,585              (237)
Earnings before income taxes                    944               262
Income tax benefit                              407               442
Net earnings                                $ 1,351               704

                     Condensed Statements of Cash Flows
                    Years ended December 31, 1996 and 1995

                                                1996              1995
                                                ----              ----

Cash flows from operating activities:
  Net earnings                                 $1,351               704
 (Increase) decrease in undistributed equity
  of subsidiary                                (1,585)              237
 Other                                            331                 2
 Net cash provided by operating activities        (97)              943
 Cash flows from investing activities:
 Net change in loans                              501              (501)
 Net additions to premises and equipment            5                12
 Capital contributions to subsidiaries         (3,000)                -
 Net cash used in investing activities         (2,494)             (489)

Cash flows from financing activities:
 Principal payments on long-term debt          (7,000)             (145)
 Purchase of treasury stock                      (134)             (832)
 Issuance of common stock                      18,122               350
 Net cash provided by (used in) financing
 activities                                    10,988              (627)
 Net increase (decrease) in cash                8,591              (173)
 Cash at beginning of year                        103               276
 Cash at end of year                          $ 8,694               103


    The primary  source of funds  available  to the  Company  is the  payment of
        dividends by the  subsidiaries.  Subject to maintaining  certain minimum
        regulatory  capital  requirements,   regulations  limit  the  amount  of
        dividends that may be paid without prior  approval of the  subsidiaries'
        regulatory  agencies.  At December 31, 1996, the subsidiaries  could pay
        dividends of $3,320,000 without prior regulatory approval.

                                   -50-
<PAGE>
 ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE

     In November 1995, the Company retained Keith E. Bouchey, a principal of GRA
 Thompson, White & Company, P.C. ("GRA Thompson") to serve as its Executive Vice
 President,  Chief Financial Officer,  Treasurer and Corporate Secretary. At the
 time of his  employment  by the Company,  GRA Thompson  served as the Company's
 independent  certified  public  accountants.  In  view  of the  Securities  and
 Exchange  Commission's  rules dealing with the  independence  of accounts,  the
 Board of  Directors of the Company  retained  KPMG Peat Marwick LLP to serve as
 the Company's new independent  certified public  accountants on April 29, 1996.
 There  were  and are no  disagreements  with  GRA  Thompson  on any  matter  of
 accounting principles or practice,  financial statement disclosure, or auditing
 scope and  procedure  and GRA  Thompson's  reports  on the  adverse  opinion or
 disclaimer  of opinion or been  qualified  as to  uncertainty,  audit  scope or
 accounting principles.
<PAGE>


                                  PART III

 ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The  information  required  by this item  with  respect  to (i)  directors,
 executive  officers,  promoters and control  persons and (ii)  compliance  with
 Section 16(a) of the Securities  Exchange Act of 1934 is incorporated herein by
 reference  to the  Registrant's  Proxy  Statement  for the  Annual  Meeting  of
 Stockholders to be held April 30, 1997.

 ITEM 10.     EXECUTIVE COMPENSATION

     The information  required by this item is incorporated  herein by reference
 to the  Registrant's  Proxy Statement for the Annual Meeting of Stockholders to
 be held April 30, 1997.

 ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT

     The information called for by this item is incorporated herein by reference
 to the  Registrant's  Proxy Statement for the Annual Meeting of Stockholders to
 be held April 30, 1997.

 ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information called for by this item is incorporated herein by reference
 to the  Registrant's  Proxy Statement for the Annual Meeting of Stockholders to
 be held April 30, 1997.

 ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

 (a)   Exhibits

       3(a) Amended and Restated Articles of Incorporation of the Company*

       3(b) Restated By-laws of the Company*

       4    Form of Common Stock Certificate*

       9(a) Proxy Agreement/Shareholder Agreement between Michael W. Gullion and
            William Wallman, dated as of September 15, 1996*

       9(b) Proxy Agreement/Shareholder Agreement between Michael W. Gullion and
            William F. Wright, dated as of September 15, 1996*

       10(a)Employment Agreement between the Company and Michael W.
            Gullion*

       10(b)Employment Agreement between the Company and Keith E.
            Bouchey*

       10(c)Gold Banc Corporation, Inc. 1996 Equity Compensation Plan*

       10(d)Form of Tax Sharing Agreements between the Company and the
            Banks*

       10(e)Form of Federal Home Loan Bank Credit Agreement to which
            each of the Banks is a party*

       16   Letter Regarding Change in Certifying Accountants*

       21   List of Subsidiaries of the Company

       23   Consent of KPMG Peat Marwick LLP


                                  -52-
<PAGE>


       27   Financial Data Schedule

 *Previously filed as an exhibit to Registration Statement No. 333-12377 and
 the same is incorporated herein by reference.

 (b)   Reports on Form 8-K

  None.


                                       -53-
<PAGE>


                           SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934,  the  Registrant  has duly  caused this Amendment No. 1 to be 
signed on its behalf by the undersigned, thereunto duly authorized.

                                  GOLD BANC CORPORATION, INC.
                                  (Registrant)


                                       /s/ Michael W. Gullion
                                  By:  --------------------------------------
                                       Michael W. Gullion
                                       Chief Executive Officer

 Dated:  July 25, 1997


Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  this
Amendment No. 1 has been signed below by the following  persons in the 
capacities and on the dated indicated:

     Signature                Title                      Date


 /s/ Michael W. Gullion       Chairman of the Board,     July 25, 1997
 Michael W. Gullion           President and Chief Executive
                              Officer (Principal Executive
                              Officer)


/s/ Keith E. Bouchey          Director, Executive Vice    July 25, 1997
 Keith E. Bouchey             President, Chief Financial Officer,
                              Treasurer and Corporate Secretary
                              (Principal Financial Officer and
                              Principal Accounting Officer)


/s/ William Wallman           Director                      July 25, 1997
 William Wallman


/s/ D. Michael Browne         Director                       July 25, 1997
 D. Michael Browne


/s/ William F. Wright         Director                       July 25, 1997
 William F. Wright

                               -54-

<PAGE>
                                   EXHIBIT 21


                        LIST OF SUBSIDIARIES OF THE COMPANY

Exchange National Bank
Citizens State Bank and Trust Company
Provident Bank, f.s.b. (subsidiary of Provident Bancshares, Inc.)
Gold Banc Financial Services, Inc. (subsidiary of Exchange National Bank)
Citizens Investments, Inc., (subsidiary of Citizens State Bank and Trust
                              Company)

<PAGE>