1996 Plan
                       (3-yr cliff vesting w/ 2-yr graded transfer restriction)


                           GOLD BANC CORPORATION, INC.
                           ---------------------------

                                RESTRICTED STOCK
                                 AWARD AGREEMENT


Date of Grant:                                     Number of Shares:           1
               ---------------                                       -----------


      AGREEMENT, dated as of ____________,  2005, between Gold Banc Corporation,
Inc., a Kansas corporation (the "Company"), and ______________ (the "Grantee").

      WHEREAS,  Grantee is a valued and trusted  employee of the Company or one
of its Affiliates;

      WHEREAS,  the Company has elected to award  Grantee  Shares of  Restricted
Stock pursuant to and in accordance  with the Gold Banc  Corporation,  Inc. 1996
Equity  Compensation  Plan (the  "Plan"),  in order that Grantee  thereby may be
induced to  maintain  an  ownership  interest  in the Shares and to advance  the
interests of the Company and its Affiliates; and

      WHEREAS,   the  Company  desires  that  the  shares  of  Restricted  Stock
transferred  to Grantee be (i)  subject to a risk of  forfeiture  until  Grantee
performs three  additional  years of service for the Company and (ii) subject to
certain  transfer  restrictions  for two years  after such  shares are no longer
subject to a risk or forfeiture;

      NOW,  THEREFORE,  in  consideration  of  these  premises  and  the  mutual
agreements and covenants contained herein, the parties hereto agree as follows:

      1.  Definitions.  Capitalized terms used in this Agreement but not defined
herein shall have the meaning set forth in the Plan.

      2. Grant of Restricted  Stock.  Subject to the conditions and restrictions
set forth in this  Agreement  and in the Plan,  the  Company  hereby  grants and
awards to Grantee that number of Shares of  Restricted  Stock  identified  above
opposite  the  heading  "Number  of  Shares"  (the  "Restricted  Shares").   The
Restricted Shares shall be subject to both a Period of Forfeiture (defined below
in Section 3) and a Period of  Nontransferability  (defined below in Section 4).
Collectively, both the Period of Forfeiture and the Period of Nontransferability
shall  be  referred  to in  this  Agreement  and  the  Plan  as the  "Period  of
Restriction."


_____________________
1  Note:  Pursuant to Section 7.1 of the Plan, no Plan  Participant  may receive
     more than 100,000 Shares of Restricted Stock during any Fiscal Year.

<PAGE>


      3. Forfeiture Prior to Vesting.  If Grantee's  employment with the Company
or any of its Affiliates  Terminates prior to the third (3rd) anniversary of the
Date of Grant  identified  above  opposite  the  heading  "Date of  Grant"  (the
"Vesting  Date"),  other than by death or  Disability,  Grantee shall  thereupon
immediately  forfeit all of the Restricted Shares and the full ownership of such
Restricted  Shares and rights shall thereupon  revert to the Company.  Upon such
forfeiture,  Grantee  shall have no further  rights  related  thereto under this
Agreement.  For purposes of this Agreement,  transfer of employment  between the
Company and any of its Affiliates (or between Affiliates) shall not constitute a
Termination of Service. Notwithstanding the foregoing, in the event of Grantee's
death or  Disability  prior  to the  Vesting  Date,  Grantee's  interest  in the
unvested  Restricted Shares granted hereunder shall vest. "Period of Forfeiture"
shall  mean the  period  between  the Date of Grant and the  Vesting  Date.  The
Committee,   in  its  sole   discretion,   may   accelerate  the  lapse  of  the
forfeitability  restrictions  for any or all of the Restricted  Shares if in its
judgment the performance of Grantee has warranted such acceleration  and/or such
acceleration is in the best interests of the Company.

      4. Restrictions on Transfer.  Notwithstanding the Restricted Shares having
become vested in accordance  with Section 3 hereof,  subject to Section 5 hereof
and any other  exceptions set forth  elsewhere in this Agreement or in the Plan,
the  Restricted  Shares  or  the  rights  relating  thereto  may  not  be  sold,
transferred,  gifted,  bequeathed,  pledged, assigned, or otherwise alienated or
hypothecated,  voluntarily  or  involuntarily,  prior to the  Restricted  Shares
becoming transferable in accordance with the terms of this Section 4.

      Provided the Restricted  Shares have not been forfeited  during the Period
of Forfeiture  pursuant to Section 3 hereof,  50% of the Restricted Shares shall
become  transferable  on the fourth (4th)  anniversary  of the Date of Grant and
100% of the  Restricted  Shares  shall  become  transferable  on the fifth (5th)
anniversary  of the  Date  of  Grant  (such  4th  and  5th  anniversaries  shall
hereinafter be referred to as the  "Nontransferability  Lapse  Dates").  On such
Nontransferability  Lapse Dates,  those Restricted Shares becoming  transferable
shall cease to be restricted  under this  Agreement and the Plan, and shall only
remain subject to those further  limitations  on transfer,  if any, as may exist
under applicable law or any other agreement binding upon Grantee. The Restricted
Shares  shall  become  transferable  on  the   Nontransferability   Lapse  Dates
regardless  of whether the Grantee is then employed by the Company or one of its
Affiliates  on such  dates.  "Period of  Nontransferability"  shall  mean,  with
respect to a  Restricted  Share,  the period  between the Date of Grant and such
Restricted Share's Nontransferability Lapse Date.

      Notwithstanding  the  foregoing,  in  the  event  of  Grantee's  death  or
Disability prior to a Nontransferability Lapse Date, all Restricted Shares shall
become fully  transferable  under this  Agreement  and the Plan and shall remain
subject only to those  further  limitations  on  transfer,  if any, as may exist
under applicable law or any other agreement binding upon Grantee. The Committee,
in its  sole  discretion,  may  accelerate  the  lapse  of  the  transferability
restrictions  for any or all of the  Restricted  Shares if in its  judgment  the
performance of Grantee has warranted such acceleration  and/or such acceleration
is in the best interests of the Company.

      5.  Change  of  Control.  Notwithstanding  any  provision  herein  to  the
contrary,  in the event of a Change of Control,  any Restricted Shares that have
not  theretofore  vested  shall  vest and any  Restricted  Shares  that have not
theretofore  become  transferable  shall be become  fully  transferable  of such
Change of Control.


                                       2
<PAGE>


      6.  Certificates.  The  Restricted  Shares  shall be issued in the name of
Grantee  or a  nominee  of  Grantee  as of  the  Date  of  Grant.  One  or  more
certificates  representing the Restricted  Shares shall bear a legend evidencing
the nature of the  Restricted  Shares and shall be held by the Company or by its
transfer  agent,  together with a stock power to be executed by Grantee in favor
of the Company,  until the end of the Period of  Restriction  for the Restricted
Shares.  As soon  as  practicable  after  the end of the  applicable  Period  of
Restriction,  the Company,  or its transfer  agent,  will deliver to Grantee the
certificate(s) representing one or more of the Restricted Shares.

      7. Dividends and Voting.  During the Period of Restriction,  Grantee shall
be entitled to (i) receive all dividends,  payable in stock, in cash or in kind,
or other distributions,  declared on or with respect to any Restricted Shares as
of a record date that occurs on or after the Date of Grant  hereunder  and prior
to any transfer or forfeiture  of such  Restricted  Shares by Grantee,  provided
that any such  dividends or  distributions  shall be subject to the same rights,
restrictions on transfer and conditions  regarding vesting and forfeiture as the
Restricted Shares with respect to which such dividends or distributions are paid
at the time of payment,  and (ii) exercise all voting rights with respect to the
Restricted  Shares,  if the record date for the  exercise of such voting  rights
occurs on or after the Date of Grant  hereunder  and  prior to any  transfer  or
forfeiture of such Restricted  Shares.  In the event of forfeiture by Grantee of
any or all of the Restricted Shares or any of the equity securities  distributed
to Grantee  with  respect  thereto,  Grantee  shall be required to return to the
Company any cash  dividends  or  distributions  previously  paid to Grantee with
respect to such Restricted  Shares or other equity  securities.  With respect to
Restricted  Stock granted to a Section 16 Person,  any dividend or  distribution
that constitutes a "derivative  security" or an "equity  security" under Section
16 of the 1934 Act  shall be  subject  to a Period of  Restriction  equal to the
longer of (a) the remaining  Period of  Restriction  on the Shares of Restricted
Stock with respect to which the dividend or distribution is paid, or (b) six (6)
months.

      8.  Designation of Beneficiary.  Grantee may designate a person or persons
to receive,  in the event of the death of Grantee,  any  Restricted  Shares then
vesting or other  property  then or  thereafter  distributable  relating  to the
Restricted  Shares.  Such designation must be made either in the space indicated
at the end of this  Agreement  or upon forms  supplied by and  delivered  to the
Company and may be revoked in writing. If Grantee fails effectively to designate
a  beneficiary,  the estate of Grantee will be deemed to be the  beneficiary  of
Grantee with respect to any such Restricted Shares or other property.

      9. Adjustments.  Notwithstanding any provision herein to the contrary,  in
the event of any change in the number of  outstanding  Shares  effected  without
receipt  of  consideration  therefor  by the  Company,  by  reason  of a merger,
reorganization, consolidation,  recapitalization, separation, liquidation, stock
dividend,  stock  split,  share  combination  or other  change in the  corporate
structure  of the Company  affecting  the  Shares,  the  Restricted  Shares then
subject to this  Agreement  will be  automatically  adjusted to  accurately  and
equitably reflect the effect thereon of such change; provided, however, that any
fractional  share  resulting from such  adjustment  shall be eliminated.  In the
event of a dispute  concerning  such  adjustment,  the decision of the Committee
will be conclusive.

      10. Effect on Employment.  The grant of the  Restricted  Shares and rights
thereto provided for herein shall not, in and of itself, confer upon Grantee any
right to continue in the


                                       3
<PAGE>


employment of the Company or its  Affiliates or to continue to perform  services
therefor and shall not in any way interfere with the right of the Company or its
Affiliates to terminate the services of Grantee as an employee or officer at any
time.

      11.  Tax  Withholding.  To  the  extent  that  the  vesting  of any of the
Restricted  Shares granted hereunder may obligate the Company to pay withholding
taxes on behalf of  Grantee,  the Company  will pay the  minimum  amount of such
withholding  taxes then due by (i) withholding  such amount from Grantee's wages
or other  payments  due to  Grantee,  or (ii)  paying  such amount from funds or
Shares  already  owned and then  delivered  by Grantee to the  Company  for such
purpose,  or (iii)  withholding  some of the  Restricted  Shares  otherwise then
distributable to Grantee, or (iv) any combination of (i), (ii) or (iii), above.

      12.  Applicable  Law. This  Agreement will be governed by and construed in
accordance with the laws of the State of Kansas,  excluding its conflict of laws
provisions.

      13.  Administration. The authority to manage and control the operation and
administration  of this  Agreement  shall be  vested in the  Committee,  and the
Committee  shall have all powers with  respect to this  Agreement as it has with
respect to the Plan.  Any  interpretation  of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding.

      14.  Amendment and Cancellation.  This  Agreement  may be or  amended  or
cancelled at any time provided  both the Company and the Grantee  consent to the
terms of such amendment or cancellation.

      15.  Effect  of  Plan.  Grantee  acknowledges  that  in the  event  of any
inconsistency  between  the  provisions  of this  Agreement  and the  Plan,  the
provisions of the Plan will control.



         [The remainder of this page has intentionally been left blank;
                            Signature Page Follows.]


                                       4
<PAGE>


      IN WITNESS  WHEREOF,  the Company has caused this Agreement to be executed
and  Grantee  has  hereunto  set his or her hand on the day and year first above
written.

                               GOLD BANC CORPORATION, INC.


                               By:
                                  ----------------------------------------------
                               Title:
                                     -------------------------------------------


                               GRANTEE



                               -------------------------------------------------
                               Name:


Designation of Beneficiary


------------------------------
(Relationship to Grantee)

                               -------------------------------------------------
                                          (Name of Beneficiary)

                               -------------------------------------------------
                                          (Street Address)

                               -------------------------------------------------
                                          (City, State, Zip Code)

                               -------------------------------------------------
                                          (Social Security Number)




                                       5