EXECUTION COPY



                         VOTING AGREEMENT

          THIS VOTING AGREEMENT (this "Agreement"), dated as of
August 9, 1999, is made by and among CHARLES R. HARRISON, an
individual, HERMAN J. ZUECK, an individual, and BRUCE E. HALL, an
individual (collectively, the "Significant Stockholders"), BRUCE
E. HALL, as trustee of the Colleen M. Thompson Irrevocable Trust,
dated June 7, 1999 (the "Thompson Trustee"), and BRUCE E. HALL,
as trustee of the Andrea M. Harrison, dated June 7, 1999
Irrevocable Trust (the "Harrison Trustee") (the Thompson Trustee
and the Harrison Trustee are collectively referred to herein as
the "Trustees"), and GOLD BANC CORPORATION, INC., a Kansas
corporation ("Gold Banc").

RECITALS

          A.   Gold Banc, Gold Banc Acquisition Corporation VIII,
Inc., a Kansas corporation ("Acquisition Subsidiary"), Union
Bankshares, Ltd., a Delaware corporation (the "Company"), are
entering into an Agreement and Plan of Reorganization, dated the
date hereof (the "Merger Agreement"), which provides, among other
things, that Acquisition Subsidiary will merge into the Company
(the "Merger").  Capitalized terms used herein that are not
otherwise defined herein shall have the meanings given to such
terms in the Merger Agreement.

          B.   As a condition to Gold Banc entering into the
Merger Agreement, Gold Banc has required that the Significant
Stockholders and the Trustees agree, and in order to induce Gold
Banc to enter into the Merger Agreement, the Significant
Stockholders and the Trustees have agreed, to enter into this
Agreement with respect to all the shares of Company Common Stock
now owned or which may hereafter be acquired by the Significant
Stockholders and the Trustees (the "Controlled Shares").

                            AGREEMENT

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

     1.   Voting Agreement. The Significant Stockholders and the
Trustees hereby agree that during the time this Agreement is in
effect, at any meeting of the stockholders of the Company,
however called, and in any action by consent of the stockholders
of the Company, the Significant Stockholders and the Trustees
shall vote their Controlled Shares:  (a) in favor of the Merger,
the Merger Agreement (as amended from time to time) and the
transactions contemplated by the Merger Agreement, and (b)
against any competing Acquisition Proposal, or any other action
or agreement that would result in a breach of any representation,
warranty,<PAGE>covenant or agreement of the Company set forth in the
Merger Agreement, or which could result in any of the conditions
to the Company's obligations under the Merger Agreement not being
fulfilled.

     2.   Representations and Warranties.  The Significant
Stockholders and the Trustees hereby represent and warrant to
Gold Banc as follows:

          (a)  Authority. The Significant Stockholders and the
Trustees have all necessary power and authority to execute and
deliver this Agreement, to perform their obligations hereunder
and to consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by the
Significant Stockholders and the Trustees and constitutes the
legal, valid and binding obligation of the Significant
Stockholders and the Trustees, enforceable against the
Significant Stockholders and the Trustees in accordance with its
terms.

          (b)  No Conflict.  The execution and delivery of this
Agreement by the Significant Stockholders and the Trustees does
not, and the performance of this Agreement by the Significant
Stockholders and the Trustees will not, (i) conflict with or
violate the Certificate of Incorporation or Bylaws or other
organizational documents of the Company or any Subsidiary, (ii)
conflict with or violate any Law applicable to the Significant
Stockholders or the Trustees or to which the Controlled Shares
are subject, (iii) conflict with, violate or result in any breach
of or constitute a default (or an event that which notice or
lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a Lien on any of
the Controlled Shares, pursuant to any Contract or Lien or other
instrument or obligation to which the Significant Stockholders or
the Trustees are parties, or to which the Significant
Stockholders or the Trustees or the Controlled Shares are subject
or (iv) conflict with or violate the terms of the trust
instruments to which the Trustees are subject.

          (c)  No Consents.  The execution and delivery of this
Agreement by the Significant Stockholders and the Trustees does
not, and the performance of this Agreement by the Significant
Stockholders and the Trustees will not, require the Consent of
any Person, including any Government Entity.

     3.   Title to the Controlled Shares. As of the date hereof,
the Significant Stockholders are the record and beneficial owners
of 737,658 shares of Company Common Stock. Such shares are all
the Company Common Stock owned, either of record or beneficially,
by the Significant Stockholders.  The Thompson Trustee is the
record owner and has the power to vote 50,000 shares of Company
Common Stock.  Such shares are all of the Company Common Stock
owned of record by the Thompson Trustee.  The Harrison Trustee is
the record owner and has the power to vote 50,000 shares of
Company Common Stock.  Such shares are all of the Company Common
Stock owned of record by the Harrison Trustee. The Controlled
Shares are owned free and clear of all Liens, rights of first
refusal, limitations on the Significant Stockholders' or the
Trustees' voting rights, and other encumbrances of any nature
whatsoever. The Significant Stockholders<PAGE>and the Trustees have
not appointed or granted any proxies, which appointments or
grants are still effective, with respect to the Controlled
Shares.

     4.   Covenants.  The Significant Stockholders and the
Trustees covenant and agree as follows:

          (a)  No Inconsistent Agreements.  Except as
contemplated by this Agreement and the Merger Agreement, the
Significant Stockholders and the Trustees will not enter into any
voting agreement or grant any proxy or power of attorney with
respect to the Controlled Shares that are inconsistent with this
Agreement.

          (b)  No Transfer of Stock. The Significant Stockholders
and the Trustees will not, without the prior written consent of
Gold Banc, offer for sale, sell, transfer, tender, pledge,
encumber, assign, hypothecate, cause to be redeemed or purchased
or otherwise transfer or dispose of, directly or indirectly,
record or beneficial ownership of any of the Controlled Shares.

          (c)  No Exercise of Options.  The Significant
Stockholders and the Trustees will not, without the prior written
consent of Gold Banc, exercise, sell or transfer any option or
contract to purchase, purchase any option to sell, grant any
option right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, record or beneficial
ownership of any option or warrant to purchase, or acquire, any
Company Common Stock or any securities convertible into any
Company Common Stock.

     5.   Miscellaneous.

          (a)  Termination. This Agreement shall terminate upon
(i) the Effective Time of the Merger or (ii) termination of the
Merger Agreement pursuant to Section 11.1.

          (b)  Specific Performance. The parties hereto agree
that irreparable damage would occur in the event a provision of
this Agreement is not performed in accordance with the terms
hereof and that Gold Banc shall be entitled to specific
performance of the terms hereof, in addition to any other remedy
at law or in equity.

          (c)  Entire Agreement. This Agreement and the Merger
Agreement constitute the entire Agreement between Gold Banc, the
Significant Stockholders and the Trustees with respect to the
subject matter hereof and thereof and supersedes all prior
agreements and understandings, both written and oral between Gold
Banc, the Significant Stockholders and the Trustees with respect
to the subject matter hereof.

          (d)  Amendment. The Agreement may not be amended except
by an instrument in writing signed by the parties hereto.
<PAGE>
          (e)  Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced
by any rule of law, or public policy, all other conditions and
provisions of this agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of
this Agreement is not effected in any manner materially adverse
to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as
closely as possible to the fullest extent permitted by applicable
law in a mutually acceptable manner in order that the terms of
this Agreement remain as originally contemplated to the fullest
extent possible.

          (f)  Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Colorado.
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first
written above.



                                   /s/ Charles R. Harrison
                                   Charles R. Harrison



                                   /s/ Herman J. Zueck
                                   Herman J. Zueck



                                   /s/ Bruce E. Hall
                                   Bruce E. Hall



                                   /s/ Bruce E. Hall
                                   Bruce E. Hall, trustee of the
                                   Colleen M. Thompson trust,
                                   dated June 7, 1999



                                   /s/ Bruce E. Hall
                                   Bruce E. Hall, trustee of the
                                   Andrea M. Harrison trust,
                                   dated June 7, 1999


                                   GOLD BANC CORPORATION, INC.



                                   By: /s/ Keith E. Bouchey
                                     Name: Keith E. Bouchey
                                     Title: EVP - Mergers & Acquisitions