1996 Plan
                                                            (3-yr cliff vesting)

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

                              RESTRICTED STOCK UNIT
                                 AWARD AGREEMENT


Date of Grant:                                     Number of Units:
               ---------------                                      ------------


      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; and

      WHEREAS,  the Company has elected to award Grantee  Restricted Stock Units
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,  for purposes of this Agreement,  "Restricted  Stock Units" shall
mean Performance Shares as provided in Section 8 of the Plan;

      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  Units.  Subject  to the  conditions  and
restrictions  set forth in this  Agreement and in the Plan,  the Company  hereby
grants and awards to Grantee and credits to a separate account maintained on the
books  of  the  Company  ("Account")  that  number  of  Restricted  Stock  Units
identified  above opposite the heading  "Number of Units" (the "Units").  On any
date,  the value of each Unit shall equal the Fair Market Value of a Share.  All
amounts  credited to Grantee's  Account under this Agreement  shall continue for
all  purposes  to be a part of the  general  assets  of the  Company.  Grantee's
interest in the Account shall make him or her only a general, unsecured creditor
of the  Company.  The Units may not be sold,  transferred,  gifted,  bequeathed,
pledged,  assigned,  or otherwise  alienated  or  hypothecated,  voluntarily  or
involuntarily.  The rights of Grantee  with  respect to the Units  shall  remain
forfeitable  at all times prior to the date on which such rights  become  vested
(the "Vesting Date," as defined below).

      3. Vesting Date.  Subject to Section 5 hereof and any other exceptions set
forth  elsewhere  herein or in the Plan, the Vesting Date for the Units shall be
the third  anniversary  date of the Date of Grant.  The  Committee,  in its sole
discretion, may accelerate the Vesting Date for



<PAGE>


any or all of the  Units if in its  judgment  the  performance  of  Grantee  has
warranted such acceleration and/or such acceleration is in the best interests of
the Company,  including,  but not limited to, in the event of Grantee's death or
Disability.

      4. Cancellation of Units. If Grantee's  employment with the Company or any
of its Affiliates is Terminated prior to the Vesting Date other than by death or
Disability,  Grantee shall  thereupon  immediately  forfeit any and all unvested
Units,  and the full  ownership  of such  Units  shall  thereupon  revert to the
Company.  Upon such forfeiture,  Grantee shall have no further rights 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.  In the event of  Grantee's  death or  Disability,  any
vested but unpaid Units shall be paid to Grantee or Grantee's  guardian,  estate
or designated beneficiary, as applicable.

      5.  Change  of  Control.  Notwithstanding  any  provision  herein  to  the
contrary,  in the  event  of a  Change  of  Control,  any  Units  that  have not
theretofore vested shall vest as of the date of such Change of Control.

      6.  Designation of Beneficiary.  Grantee may designate a person or persons
to  receive,  in the event of the death of  Grantee,  any Units then  vesting or
vested but not paid prior to  Grantee's  death.  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 Units.

      7. 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 Units 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.

      8. Form and  Timing  of  Payment.  On the first to occur of the  following
events,  the  Company  shall  cause to be  issued,  as soon as  practicable,  in
Grantee's name or in the name of Grantee's legal representatives,  beneficiaries
or heirs,  as the case may be, a number of Shares equal to the aggregate  number
of vested Units credited to Grantee's Account as of such date:

           (a)  The Vesting Date;

           (b) The first date in which occurs a Change of Control; or

           (c) The date of Grantee's death or Disability.

The Committee,  in its sole discretion,  may pay Grantee an amount of cash equal
to the Fair Market  Value of the vested  Units in lieu of issuing  Shares or may
pay Grantee any combination of cash and Shares.


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<PAGE>


      9. No Rights as Shareholder. The grant of the Units hereunder does not and
shall not entitle  Grantee to any rights of a  shareholder  of the Company  with
respect to any  Shares.  The rights of Grantee  with  respect to the Units shall
remain  forfeitable  at all times prior to the date on which such rights  become
vested, and the restrictions with respect to the Units lapse, in accordance with
Sections 3, 4 or 5 above.

      10. Effect on  Employment.  The grant of the Units  provided  herein shall
not,  in and of  itself,  confer  upon  Grantee  any  right to  continue  in the
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 Units
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 Units otherwise then distributable to Grantee, or (iv) any combination of
(i), (ii) or (iii), above.

      12. Restriction on Transfer. The Units and any rights under this Agreement
may not be sold,  assigned,  transferred,  pledged,  hypothecated  or  otherwise
disposed  of by Grantee  otherwise  than by will or by the laws of  descent  and
distribution,  and any  such  purported  sales,  assignment,  transfer,  pledge,
hypothecation or other disposition  shall be void and unenforceable  against the
Company.  Notwithstanding the foregoing,  Grantee may, in the manner established
by the  Committee,  designate a  beneficiary  or  beneficiaries  to exercise the
rights of Grantee and receive any  property  distributable  with  respect to the
Units upon the death of Grantee.

      13.  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.

      14.  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.

      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.



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<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)



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