UNITED
  STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON,
  D.C. 20549



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FORM
  10-K



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(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, 2003
| |  | ---------------------------------------------------

OR

| | o | 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

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GOLD
  BANC CORPORATION, INC.

(Exact
  name of registrant as specified in its charter)



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| | Kansas(State or other jurisdiction ofincorporation
      or organization) |  | 48-1008593(I.R.S. EmployerIdentification
      No.) | 
| | ------------------------------------------------------------------------- |  | --------------------------------------------------- | 

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

Registrants
  telephone number, including area code:(913) 451-8050

Securities
  registered pursuant to section 12 (b) of the Act:

None

Securities
  registered pursuant to section 12 (g) of the Act:

Title
  of Each ClassCommon Stock, $1.00 par value



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Indicate
  by check mark whether the registrant: (1) has filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 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 o

Indicate
  by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
  S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.o

Indicate
  by check mark whether the registrant is an accelerated filer (as defined in
  Rule 12b-2 of the Act).Yes x No o

The
  aggregate market value of the 36,419,159 shares of common stock, par value
  $1.00 per share, of the registrant held by non-affiliates of the registrant
  as of June 30, 2003 was $381,308,595, computed based on the $10.47 closing sale
  price of such common stock on that date. As of February 25, 2004, the registrant
  had 39,495,182 shares of its common stock outstanding.

DOCUMENTS
  INCORPORATED BY REFERENCE

The
  definitive proxy statement relating to the registrants 2004 Annual Meeting
  of Stockholders is incorporated by reference in Part III to the extent described
  therein.








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INDEX



|                 |  |                                                                                               |   
|---------------- |  | --------------------------------------------------------------------------------------------- | --
|ITEM
        1.  |  | BUSINESS                                                                                      | 1 
|                 |  |                                                                                               |   
|ITEM
        2.  |  | PROPERTIES                                                                                    | 16
|                 |  |                                                                                               |   
|ITEM
        3.  |  | LEGAL
        PROCEEDINGS                                                                     | 16
|                 |  |                                                                                               |   
|ITEM
        4.  |  | SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   | 19
|                 |  |                                                                                               |   
|ITEM
        5.  |  | MARKET
        FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                 | 20
|                 |  |                                                                                               |   
|ITEM
        6.  |  | SELECTED
        CONSOLIDATED FINANCIAL DATA                                                  | 22
|                 |  |                                                                                               |   
|ITEM
        7.  |  | MANAGEMENTS
        DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 24
|                 |  |                                                                                               |   
|ITEM
        7A. |  | QUANTITATIVE
        AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            | 49
|                 |  |                                                                                               |   
|ITEM
        8.  |  | FINANCIAL
        STATEMENTS AND SUPPLEMENTARY DATA                                           | 50
|                 |  |                                                                                               |   
|ITEM
        9.  |  | CHANGES
        IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  | 87
|                 |  |                                                                                               |   
|ITEM
        9A  |  | CONTROLS
        AND PROCEDURES                                                               | 87
|                 |  |                                                                                               |   
|ITEM
        10. |  | DIRECTORS
        AND EXECUTIVE OFFICERS OF THE REGISTRANT                                    | 87
|                 |  |                                                                                               |   
|ITEM
        11. |  | EXECUTIVE
        COMPENSATION                                                                | 87
|                 |  |                                                                                               |   
|ITEM
        12. |  | SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                        | 87
|                 |  |                                                                                               |   
|ITEM
        13. |  | CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS                                        | 88
|                 |  |                                                                                               |   
|ITEM
        14. |  | PRINCIPAL
        ACCOUNTING FEES AND SERVICES                                                | 88
|                 |  |                                                                                               |   
|ITEM
        15. |  | EXHIBITS,
        FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                       | 88



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PART
  I

ITEM
  1.BUSINESS

Proposed Acquisition
  of Gold Banc

On
  February 27, 2004, the Company filed a Form 8-K and issued a press release announcing
  that it has entered into an Agreement and Plan of Merger (the Merger Agreement)
  by and among the Company, Silver Acquisition Corp. (Silver), and
  SAC Acquisition Corp.Pursuant to the
  Merger Agreement.Silver will acquire
  all of the outstanding shares of common stock of the Company for $16.60 per
  share in cash.The merger is expected
  to be completed in the third quarter of 2004.If
  the merger is not completed by July 23, 2004, the Companys stockholders
  will receive an additional $0.0023 per share for each day elapsing thereafter
  through the closing date of the merger.

The
  holders of a majority of Gold Bancs outstanding shares must approve the
  merger.It is also subject to the receipt
  of required regulatory approvals and the receipt by Silver of necessary financing.Silver has obtained written commitments for approximately
  80% of the planned $455 million in common equity and expects to receive commitments
  for the balance of the required financing within 60 days.

Under
  the Merger Agreement, Gold Bank-Kansas, Gold Bank-Florida and Gold Bank-Oklahoma
  would be consolidated into a single Kansas bank and then converted into a federal
  savings bank established by Silver for that purpose. Following those transactions
  and the merger, the surviving parent would be a privately held savings and loan
  holding company regulated by the Office of Thrift Supervision.

1

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THE
  COMPANY AND SUBSIDIARIES

Gold Banc Corporation,
  Inc.

Our
  Company, Gold Banc Corporation, Inc., a Kansas corporation, is a registered
  bank holding company under the Bank Holding Company Act and a financial holding
  company under the Graham-Leach-Bliley Act. We are subject to regulation by the
  Federal Reserve Board (the FRB).

We
  are engaged in a wide range of financial activities. Financial activities
  include not only banking and securities activities, but also investment advisory
  and additional activities that the FRB determines to be financial in nature
  or complementary to such activities. As a financial holding company, we are
  eligible to engage in a broad range of financial activities.

We
  own all of the outstanding stock of three commercial banks with 40 offices in
  21 communities in Kansas, Missouri, Oklahoma and Florida. Our Banks are Gold
  Bank-Kansas, Gold Bank-Oklahoma and Gold Bank-Florida.

In
  addition to our Banks, we also own six non-bank financial services subsidiaries.
  Our financial services subsidiaries provide securities brokerage, investment
  management, trust, insurance agency, investment advisory, title insurance services,
  and merchant banking services. Since December 1978, we have grown internally
  and through acquisitions from a one-bank holding company with $2.9 million in
  total assets to a financial services holding company offering diversified financial
  services with total assets as of December 31, 2003 of $4.3 billion. Our principal
  executive offices are located at 11301 Nall Avenue, Leawood, Kansas 66211, and
  our telephone number is (913) 451-8050.

During
  2003, in connection with our strategy to increase our presence in higher growth
  metropolitan areas while maintaining the ability to provide personal services
  to our customers, we have:

| |  | sold
        two Gold Bank-Kansas branches;
| | - | -------------------------------------------

| |  | entered
        into an agreement to sell seven Gold Bank-Kansas branches (consummated
        on February 13, 2004);
| | - | ---------------------------------------------------------------------------------------------------------------------

| |  | sold
        five Gold Bank-Oklahoma branches;
| | - | ----------------------------------------------

| |  | entered
        into an agreement to sell one Gold Bank-Oklahoma branch (consummated on
        February 6, 2004); and
| | - | ----------------------------------------------------------------------------------------------------------------------

| |  | entered
        into an agreement for the sale of our interest in CompuNet Engineering,
        Inc. (consummated on February 4, 2004).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------

As
  a result, our assets as of March 1, 2004 are approximately $4.2 billion. These
  transactions are described more fully below under Dispositions and Consolidations
  During 2003 and Early 2004.

Our Subsidiary
  Banks

Gold
  Bank-Kansas.Gold
  Bank-Kansas is a Kansas state bank that has 13 banking offices located throughout
  the state of Kansas as well as five Missouri locations in greater Kansas City.
  Gold Bank-Kansas is a full service bank that conducts a general banking and
  trust business, offering its customers checking and savings accounts, debit
  cards, certificates of deposit, trust services, brokerage services, safe deposit
  boxes and a wide range of lending services, including: credit card accounts,
  commercial and industrial loans, single payment personal loans, installment
  loans and commercial and residential real estate loans. This Banks loan
  portfolio consists primarily of commercial, real estate and agricultural loans.
  As of December 31, 2003, Gold Bank-Kansas had total assets of approximately
  $2.4 billion.

Gold
  Bank-Oklahoma.Gold Bank-Oklahoma
  is an Oklahoma state bank that has 11 banking offices located in western and
  central Oklahoma. Its headquarters are located in Oklahoma City, Oklahoma. Gold
  Bank-Oklahoma is a full service bank that conducts a general banking and trust
  business, offering its customers checking and savings accounts, debit cards,
  certificates of deposit, trust services, brokerage services, safe deposit boxes
  and a wide range of lending services, including credit card accounts, commercial
  and industrial loans, single payment personal loans, installment loans and commercial
  and residential real estate loans. Gold Bank-Oklahomas loan portfolio
  consists primarily of commercial, real estate and agricultural loans. As of
  December 31, 2003, Gold Bank-Oklahoma had total assets of approximately $1.1
  billion. On August 11, 2003 the Company filed an application for the merger
  of Gold Bank  Oklahoma with Gold Bank  Kansas. This merger is expected
  to be consummated in the second quarter of 2004.

2

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Gold
  Bank-Florida.Gold Bank-Florida
  is a Florida state bank that has eight banking offices located in Sarasota and
  Manatee counties, one office in Tampa, and two in other surrounding communities.
  Gold Bank-Florida is a full service bank that conducts a general banking business,
  offering its customers checking and savings accounts, debit cards, certificates
  of deposit, brokerage services, trust services, safe deposit boxes and a wide
  range of lending services including: credit card accounts, commercial and industrial
  loans, single payment personal loans, installment loans and commercial and residential
  real estate loans. Gold Bank-Floridas loan portfolio consists primarily
  of commercial, real estate, personal and agricultural loans. As of December
  31, 2003, Gold Bank-Florida had total assets of approximately $822.5 million.

Our Financial
  Services Subsidiaries

Gold
  Financial Services, Inc.Gold
  Financial Services is our wholly-owned subsidiary that serves as the division
  for our financial holding company activities of insurance, trust, brokerage,
  investment advisory services, merchant banking, and title insurance services.

Gold
  Capital Management, Inc.Gold
  Capital Management is a securities broker dealer and investment advisor that
  is registered with the National Association of Securities Dealers. Gold Capital
  Managements customers consist mostly of financial institutions located
  throughout the Midwest. Gold Capital Management manages a wide variety of stock,
  bond and money market portfolios for clients that currently include a significant
  number of commercial banks located primarily in Kansas, Missouri, Oklahoma,
  Nebraska and Iowa. Gold Capital Management also provides its services to trusts,
  pension plans, insurance companies, commercial businesses, government entities,
  foundations and high net worth individuals. Gold Capital Management is headquartered
  in Overland Park, Kansas, and is a wholly-owned subsidiary of Gold Financial
  Services.

Gold
  Trust Company.Gold Trust Company
  is a Missouri non-depository trust company that is headquarteredin St. Joseph, Missouri. Gold Trust Company also provides
  trust services at each Gold Bank-Kansas affiliate location. On October 31, 2002,
  the Company acquired the trust company business of George K. Baum Trust Company
  through a mergerinvolving Gold
  Trust Company and George K. Baum Trust Company. The surviving entity operates
  under the name Gold Trust Company. As of December 31, 2003, Gold Trust Company
  had approximately $703 million in discretionary trust assets under management
  and approximately $694 million in non-discretionary trust assets under administration.
  Gold Trust Company is a wholly-owned subsidiary of Gold Financial Services.

Gold
  Insurance Agency, Inc.Gold
  Insurance Agency is a Kansas insurance agency which sells a full line of insurance
  products,including life insurance,
  annuities, disability insurance and credit life insurance. During 2002, we sold
  several of Gold Insurance Agencys agency locations and substantially reduced
  the scope of its operations.

Gold
  Merchant Banc, Inc.Gold Merchant
  Banc was established at the end of December 2000 and is a wholly-owned subsidiaryof Gold Financial Services. Gold Merchant Banc engages
  in merchant banking activities.

Gold
  Investment Advisors, Inc.We
  formed Gold Investment Advisors as a wholly-owned subsidiary of Gold Financial
  Servicesin December 2000 to
  perform investment advisory services.

GBS
  Holding Company, LLC.GBS Holding
  was formed in September 2001 as a joint venture with Stewart Title Agency. GBS
  Holding is 75% owned by Gold Financial Services and 25% owned by Stewart Title
  Agency. GBS Holding owns 100% of its subsidiary, Gold Title Agency, LLC, which
  acts as a title insurance agent. During 2003, the decision was made to sell
  Gold Title Agency. This transaction is expected to close the first quarter of
  2004.

Gold
  Reinsurance Company, Ltd.Gold
  Reinsurance Company, Ltd. was formed in November 2001 and is owned by GoldBanc Corporation, Inc. This company provides reinsurance
  services for credit life insurance sold through the bank affiliates.

CompuNet
  Engineering, Inc.CompuNet Engineering
  provides information technology, e-commerce services and networking solutions
  for banks and other businesses, including the design and implementation and
  administration of local and wide area networks. CompuNet Engineering was a wholly-owned
  subsidiary of Gold Banc Corporation, Inc. and was headquartered in Overland
  Park, Kansas. On February 4, 2004, we sold our interest in CompuNet Engineering
  to Computer Source, Inc.

3

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Dispositions and
  Consolidations During 2003 and Early 2004

Pursuant
  to the Companys strategy to increase its presence in higher growth metropolitan
  areas, the Company has sold some of its rural branches and redeployed such assets
  to acquire deposits in metropolitan areas. We do not believe that the transactions
  described below will have a material adverse impact on our business, results
  of operations, capital or liquidity.

Sale
  of Guymon Branch.On
  December 24, 2002, Gold Bank-Oklahoma entered into an agreement for the sale
  of its Guymon, Oklahoma branch location to City National Bank and Trust Company
  of Guymon, Oklahoma. The deposits and loans of this branch were approximately
  $36 million and $5.5 million, respectively, at the closing date. The sale of
  this branch closed on April 11, 2003, following receipt of regulatory approvals.
  In connection with the sale of the Guymon branch location, we recorded a gain
  of approximately $839 thousand.

Sale
  of Wakita & Helena Branches.On March 4, 2003, Gold Bank-Oklahoma entered into
  an agreement for the sale of its Helena and Wakita, Oklahoma branch locations
  to Farmers Exchange Bank of Cherokee, Oklahoma. The aggregate deposits and loans
  of these Gold Bank-Oklahoma branches were approximately $17 million and $3 million,
  respectively, at the closing date. The sale of these branches closed on May
  30, 2003 upon receipt of regulatory approvals. In connection with the sale of
  these branches, we recorded a gain of approximately $334 thousand.

Sale
  of LaCygne and Pleasanton Branches.On
  June 10, 2003, Gold Bank-Kansas entered into an agreement for the sale of its
  LaCygne and Pleasanton, Kansas branch locations to Labette Bank. The aggregate
  deposits and loansof these Gold
  Bank-Kansas branches were approximately $38 million and $15 million, respectively,
  at the closing date. The sale of these branches closed on August 15, 2003 upon
  receipt of regulatory approvals. In connection with the sale of these branches,
  we recorded a gain of approximately $1.8 million.

Consolidation
  of Gold Bank-Kansas and Gold Bank-Oklahoma.On
  August 11, 2003, Gold Bank-Kansas filed an application with the FRB-KC and the
  OSBC to merge Gold Bank-Oklahoma and Gold Bank-Kansas with Gold Bank-Kansas
  being the surviving entity. In October 2003, Gold Bank-Kansas received approval
  of its application and expects the merger to be consummated in the second quarter
  of 2004. Gold Bank-Kansas expects to realize approximately $1.3 million in annual
  cost savings as a result of the merger due to a more efficient workforce and
  standardization of products and operating procedures. In addition, the merger
  will allow Gold Bank-Kansas to consolidate its efforts for future growth of
  its Midwestern franchises under one unified banking organization.

Sale
  of Elkhart branch.On
  August 28, 2003, Gold Bank-Oklahoma entered into an agreement for the sale its
  branch location in Elkhart, Kansas to ColoEast Bankshares. As of December 31,
  2003, the deposits and loans of this Gold Bank-Oklahoma branch were approximately
  $28.1 million and $4.3 million, respectively. The sale of this Gold Bank-Kansas
  branch closed on February 5, 2004. In connection with the sale of this branch,
  we recorded a gain of approximately $852 thousand.

Sale
  of Hobart & Lone Wolf Branches.On September 16, 2003, Gold Bank-Oklahoma entered
  into an agreement for the sale of its Hobart & Lone Wolf, Oklahoma branch
  locations to BancFirst of Oklahoma City, Oklahoma. The aggregate deposits and
  loans of these Gold Bank-Oklahoma branches were approximately $40.5 million
  and $14.8 million,respectively,
  at the closing date. The sale of these branches closed on November 13, 2003
  upon receipt of regulatory approvals. In connection with the sale of these branches,
  we recorded a gain of approximately $2.7 million.

Sale
  of Other Gold Bank-Kansas branches.On September 16, 2003, we announced that we had
  entered into agreements for the sale of seven Gold Bank-Kansas branches. An
  employee-investor group led by Leonard Wolfe, the regional GoldBank-Kansas president in Marysville, Kansas, agreed
  to purchase the Gold Bank-Kansas branches. As of December 31, 2003, the deposits
  and loans of the seven Gold Bank-Kansas branches were approximately $317.3 million
  and $197.1 million, respectively. The sale of the Gold Bank-Kansas branches
  closed on February 13, 2004. In connection with the sale of these branches,
  we will record a gain of approximately $15.0 million.

Sale
  of CompuNet Engineering.On
  January 15, 2004, we entered into a letter of understanding for the sale of
  our interest in CompuNet Engineering to Computer Source, Inc. This sale closed
  on February 4, 2004. In connection with the sale of our interest in CompuNet,
  we recorded a loss of approximately $4.1 million in 2003, of which $845,000
  was recorded in the third quarter of 2003 as a goodwill impairment charge.

Sale
  of Weatherford, Geary and Cordell, Oklahoma branches.On
  February 13, 2004, Gold Bank-Oklahoma entered into an agreement for the sale
  of its branch locations in Weatherford, Geary and Cordell, Oklahoma to Bank
  of

4

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5

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BUSINESS

Community Banking
  Style

We
  serve the needs and cater to the economic strengths of the metropolitan areas
  where our Banks are located. We strive to provide a high level of personal and
  professional customer service focusing on commercial banking and assets and
  wealth management in a community bank setting. Employee participation in community
  affairs is encouraged in order to build long-term banking relationships with
  established businesses and individual customers in our market areas.

We
  have applied our community banking style to the affluent communities in the
  rapidly developing Johnson County suburbs southwest of Kansas City, the growing
  Tulsa and Oklahoma City, Oklahoma market areas and in the high growth market
  areas of Tampa Bay/Sarasota/Bradenton, Florida markets. We believe the recent
  wave of regional bank acquisitions of local banks in those communities and metropolitan
  areas, and the subsequent conversion of some of those acquired banks to branch
  locations, have alienated the customers of those locations. This has created
  an opportunity for us 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. We believe that we have been
  able to meet these customers expectations without compromising credit
  standards. The success of this strategy is reflected in our growth in the suburban
  communities of Leawood, Shawnee, Olathe and Overland Park, Kansas, the urban
  communities of Kansas City and Independence, Missouri and in markets such as
  Tulsa and Oklahoma City, Oklahoma and Tampa Bay/Sarasota/Bradenton, Florida.

Operating Strategy

Our
  operating strategy is focused on commercial banking and wealth management. This
  operating strategy is to provide a focused range of financial products and services
  to small and medium sized businesses and consumers in each of our markets. We
  emphasize personal relationships with customers, involvement in local community
  activities and responsive lending decisions. We strive to maintain responsive
  community banking offices with local decision makers, allowing senior management
  at each banking location, within certain limitations, to make their own credit
  and pricing decisions allowing us to retain a local identity in each of our
  market areas.

Our
  goals include long-term customer relationships, a high quality of service and
  responsiveness to specific customer needs. The principal elements of our operating
  strategy are:

| |  | Emphasize
        Personalized Customer Service and Community Involvement.We believe that in most of our market areas customer loyalty and service
        are the most important competitive factors. Our primary goal is to provide
        exceptional customer service, turning the Gold Banc relationship into
        More Than Money. Our Banks management and other employees
        participate actively in a wide variety of community activities and organizations
        in order to develop and maintain customer relationships. Our Banks seek
        to retain and recruit the best available banking talent to deliver the
        quality of personal banking services required to meet customer expectations
        and to permit us to meet our goals for long term profitable growth.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Capitalize
        on Changing Market Conditions.Our management
        continually monitors economic developments in our market areas in order
        to tailor our operations to the evolving strengths and needs of the local
        communities. For example, Gold Bank-Kansas has opened service locations
        in the high-growth sections of the Kansas City area to fill the void of
        community banks that has been created by the recent consolidation of regional
        banking institutions. Gold Bank-Oklahoma also has opened a facility in
        the high-growth area of northwestern Oklahoma City. Floridas market
        area is a strong market for commercial banking and wealth management services.
        To further serve this area, we opened new branches in Tampa and Sarasota.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Centralize
        and Streamline Operations to Achieve Economies.In order to minimize duplication of functions, we have centralized certain
        management and administrative functions, including data processing, human
        resources, internal audit, loan and regulatory administration. This includes
        the ongoing centralization of operations at the services center in Overland
        Park, Kansas. In 2004, we plan to complete a company-wide conversion to
        common platforms for loans and deposits. Such centralization is designed
        to reduce operating expenses, enhance standardization and controls and
        enable our Bank personnel to become even more focused on customer service
        and community involvement. The merger of Gold Bank-Oklahoma with and into
        Gold Bank-Kansas will allow us to achieve additional standardization of
        processes and economies of scale.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6

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Acquisition/Growth
  Strategy

The
  wave of regional bank acquisitions of community banks in the Midwest has created
  what our management 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 without the retention of local decision making. Management believes
  this practice detracts from the delivery of quality personalized services to
  the existing customer base of those branches. Management believes our branching
  activities are distinguished from those of other regional banking institutions
  by the high degree of autonomy given each branch location.

This
  expansion activity has allowed us to diversify our loan portfolio. Furthermore,
  we believe additional opportunities exist in our metropolitan markets due to
  heavy residential and small business development. The loan demand in the suburban
  Johnson County, Kansas communities, as well as Tampa Bay/Bradenton/Sarasota,
  Florida, is generally greater than that experienced in our rural market areas.
    If we remain independedent, we intend to continue to pursue such opportunities
  in these metropolitan markets.

Lending Activities

General.In each market area we serve, we strive to provide a full range of financial
  products and services to small and medium-sized businesses and to consumers.
  We target owner-operated businesses. Our Banks participate in credits originated
  within the organization but generally do not participate in loans from non-affiliated
  lenders. Each of our Banks has an established loan committee which has authority
  to approve credits within established guidelines. Concentrations in excess of
  those guidelines must be approved by a corporate loan committee comprised of
  the Chief Executive Officer, the Director of Loan Policy and Administration
  and senior lending officers from all three affiliate banks. When lending to
  an entity, we generally obtain a guaranty from the principals of such entity.
  The loan mix within the individual Banks is subject to the discretion of the
  Banks 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. We have no potential
  negative amortization residential loans. The following is a brief description
  of each major category of our lending activity along with the relative risk
  associated with each category:

Real
  Estate Lending.Loans secured
  by real estate represent the largest class of our loans. On December 31, 2003,
  real estate and real estate construction loans totaled $1.3 billion and $656.2
  million, respectively, or 42.95% and 21.79% of gross loans, respectively. Our
  large portfolio of real estate loans carries with it risk, which is managed
  through proper credit administration and underwriting. Generally, residential
  loans are written on a variable rate basis with adjustment periods of five years
  or less and amortized over either 15 or 30 years. We retain in our 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. We also generate long term fixed rate residential real estate loans
  which we sell in the secondary market. We take 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, we 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, 2003, commercial loans
  represented our second largest class of loans at $893.3 million, or 29.61% of
  gross loans. Commercial loans can contain risk factors unique to the business
  of each customer. In order to mitigate these risks, we target owner-operated
  businesses as our customers and make lending decisions based upon a cash flow
  analysis of the borrower as well as value of collateral pledged to secure the
  loan. Working capital loans generally have a one-year renewable term and those
  for equipment generally have a term of seven years or less. We generally take
  a blanket security interest in all assets of the borrower. Equipment loans are
  generally limited to the lesser of the cost or appraised value of the equipment.
  Inventory loans generally are limited to 50% of the value of the inventory,
  and accounts receivable loans generally are limited to 75% of a predetermined
  eligible base.

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.
  We generally take a purchase money security interest in goods for which we provide
  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, 2003, consumer and other loans

7

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amounted to $54.0,
  or 1.81% of gross loans. We implemented a credit card program in late 1994 and
  targeted our Banks existing customer base as potential consumers. As of
  December 31, 2003, we had issued 10,750 cards having an aggregate outstanding
  balance of $6.6 million. We have not marketed credit cards other than to existing
  customers.

Agricultural
  Lending.We provide short-term
  credit for operating loans and intermediate-term loans for farm product, livestock
  and machinery purchases and other agricultural improvements. Agricultural loans
  were $113.6 million as of December 31, 2003, or 3.77% 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. Farm Credit Services guarantees are pursued wherever
  appropriate. Gold Bank holds a Preferred Lender Status from Farm
  Credit Services, a guarantee program similar to the Small Business Administration,
  that minimizes the credit exposure of our 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 generally are limited to 75% of the appraised value
  of the collateral.

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 our Banks loan officers, present savers and borrowers, builders, attorneys,
  walk-in customers, and in some instances, other lenders. Residential loan applications,
  whether originated through our Banks or through mortgage brokers, are underwritten
  and closed based on the same standards, which generally meet Fannie Mae underwriting
  guidelines. Consumer and commercial real estate loan originations emanate from
  many of the same sources. From time to time, loans may be participated among
  our Banks.

The
  loan underwriting procedures followed by our Banks 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. Our 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 our Bank through an independent appraiser). The loan information
  supplied by the borrower is independently verified.

Consumer
  loan applicants are notified promptly of the decision of our 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
  Operations

We
  are engaged through our Banks in the production of residential mortgages. Our
  Banks originate residential mortgage loans in their respective market areas,
  which are generally sold servicing-released. Income is generated from origination
  fees and the gain on sale of loans.

Residential
  loan business is generated primarily through networking with, and referrals
  from, real estate brokers, builders, developers and prior customers.

Brokerage Services

We
  provide securities brokerage and investment management services through Gold
  Capital Management, a wholly-owned subsidiary, which operates as a broker dealer
  in securities. Gold Capital Management is registered with the SEC as a broker
  dealer and investment advisor and is a member of the National Association of
  Securities Dealers.

Trust Services

We
  provide trust and investment advisory services, primarily to individuals, corporations
  and employee benefit plans, through Gold Trust Company, a Missouri chartered
  non-depository trust company and wholly-owned non-bank subsidiary.

8

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Merchant Banking

We
  engage in merchant banking activities, as authorized for financial holding companies,
  through Gold Merchant Banc, a wholly-owned non-bank subsidiary.

Technology and
  E-Commerce Services

Through
  CompuNet Engineering, Inc., we provided technology and e-commerce services.
  On February 4, 2004, we sold our interest in CompuNet to Computer Source, Inc.
  because CompuNets revenues exceeded the limits set forth in the Federal
  Reserve regulations. See Item 7  Managements Discussion and
  Analysis of Financial Condition and Results of Operations  Capital and
  Liquidity  CompuNet Activities below.

Insurance Services

We
  provided insurance agency services through Gold Insurance Agency, a wholly-owned
  non-bank subsidiary. During 2001, we sold most of our agency locations and substantially
  reduced the activities of Gold Insurance Agency to offering life insurance and
  annuity products to the Banks clients. This entity was mostly inactive
  in 2002 and 2003.

Title Insurance
  Services

In
  September 2001, we entered into a joint venture agreement with Stewart Title
  Agency to form GBS Holding Company, LLC. Through its subsidiary, Gold Title
  Agency, LLC, GBS Holding operates a title insurance agency business and generates
  fee income for the owners of the joint venture. During 2003, the decision was
  made to sell Gold Title Agency. This transaction is expected to close the second
  quarter of 2004.

Investment Portfolio

Our
  Banks investment portfolios are used to meet our 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. The portfolio is comprised of U.S. Treasury securities, U.S. government
  agency instruments and a modest amount of obligations of state and political
  subdivisions. In managing our interest rate exposure, we also invest in mortgage
  backed securities and collateralized mortgage obligations. Investment securities
  were $986.1 million, or 22.8% of total assets, on December 31, 2003. Federal
  funds sold and certificates of deposit are not classified as investment securities.

Deposits and Borrowings

Deposits
  are the major source of our Banks funds for lending and other investment
  purposes. In addition to deposits, including local public fund deposits and
  demand deposits of commercial customers, our Banks derive funds from loan principal
  repayments, maturing investments, Federal Funds borrowings from commercial banks,
  borrowings from the FRB-KC and the Federal Home Loan Bank, 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.

Our
  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.

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
  service providers. This is particularly true for institutions in suburban areas
  such as Gold Bank-Kansas Shawnee, Leawood, Olathe and Overland Park, Kansas
  locations, and its Kansas City and Independence, Missouri locations, Gold Bank-Oklahomas
  Tulsa and Oklahoma City locations and Gold Bank-Floridas Tampa Bay/Bradenton/Sarasota
  locations. These locations compete for deposits and loans with other commercial
  banks, savings and loan associations, credit unions, finance companies, mutual
  funds, insurance companies, brokerage and investment banking companies and other
  financial

9

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intermediaries. Some
  of these competitors have substantially greater resources and lending limits
  and may offer certain services that we do not currently provide at these locations.
  In addition, some of the non-bank competitors are not subject to the same extensive
  federal regulations that govern our Banks.

Our
  management believes that our Banks generally have been able to compete successfully
  in their respective communities because of our emphasis on local control and
  the autonomy of Bank management, allowing our Banks to meet what is perceived
  to be the preference of community residents and businesses to deal with local
  banks. While management believes our Banks will continue to compete successfully
  in their communities, increased competition could adversely affect our Banks
  earnings.

Employees

We
  maintain a corporate staff of approximately 50 persons. At December 31, 2003,
  our Banks and non-bank subsidiaries had approximately 883 full time equivalent
  employees including corporate staff. None of our employees nor any of the employees
  of our Banks or non-bank subsidiaries are covered by a collective bargaining
  agreement. We, along with our Banks and our non-bank subsidiaries, believe that
  our employee relations are satisfactory.

Where To Find
  Additional Information

Additional
  information about the Company can be found on our website at www.goldbanc.com
  We also provide on our website the Companys filings with the SEC, including
  our annual reports, quarterly reports, and current reports along with any amendments
  thereto, as soon as reasonably practicable after the Company has electronically
  filed such material with the SEC.

SUPERVISION
  AND REGULATION

Regulations Applicable
  to Bank Holding Companies and Financial Holding Companies

General.As a registered bank holding company and a financial holding company under the
  Bank Holding Company Act (the BHC Act) and the Gramm-Leach-Bliley
  Act (the GLB Act), the Company is subject to the supervision and
  examination by the Federal Reserve Board (the FRB). The FRB has
  authority to issue cease and desist orders against bank holding companies if
  it determines that their actions represent unsafe and unsound practices or violations
  of law. In addition, the FRB is empowered to impose civil money penalties for
  violations of banking statutes and regulations. Regulation by the FRB is intended
  to protect depositors of the Banks, not the shareholders of the Company.

Limitation
  on Acquisitions.The BHC Act requires a bank holding
  company to obtain prior approval of the FRB before:

| |  | taking
        any action that causes a bank to become a controlled subsidiary of the
        bank holding company;
| | - | -------------------------------------------------------------------------------------------------------------------

| |  | acquiring
        direct or indirect ownership or control of voting shares of any bank or
        bank holding company, if the acquisition results in the acquiring bank
        holding company having control of more than 5% of the outstanding shares
        of any class of voting securities of such bank or bank holding company,
        and such bank or bank holding company is not majority-owned by the acquiring
        bank holding company prior to the acquisition;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | acquiring
        substantially all of the assets of a bank; or
| | - | ---------------------------------------------------------------

| |  | merging
        or consolidating with another bank holding company.
| | - | -------------------------------------------------------------------

Limitation
  on Activities.The activities of bank holding companies
  are generally limited to the business of banking, managing or controlling banks,
  and other activities that the FRB has determined to be so closely related to
  banking or managing or controlling banks as to be a proper incident thereto.
  In addition, under the GLB Act, a bank holding company, all of whose controlled
  depository institutions are well-capitalized and well-managed
  (as defined in federal banking regulations) and which obtains satisfactory
  Community Reinvestment Act ratings, may declare itself to be a financial
  holding company and engage in a broader range of activities.

A
  financial holding company may affiliate with securities firms and insurance
  companies and engage in other activities that are financial in nature or incidental
  or complementary to activities that are financial in nature. Financial
  in nature activities include:

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| |  | securities
        underwriting, dealing and market making;
| | - | -----------------------------------------------------------

| |  | sponsoring
        mutual funds and investment companies;
| | - | ---------------------------------------------------------

| |  | insurance
        underwriting and insurance agency activities;
| | - | ---------------------------------------------------------------

| |  | merchant
        banking; and
| | - | -----------------------------

| |  | activities
        that the FRB determines to be financial in nature or incidental to a financial
        activity, or which is complementary to a financial activity and does not
        pose a safety and soundness risk.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A
  financial holding company that desires to engage in activities that are financial
  in nature or incidental to a financial activity but not previously authorized
  by the FRB must obtain approval from the FRB before engaging in such activity.
  Also, a financial holding company may seek FRB approval to engage in an activity
  that is complementary to a financial activity, if it shows that the activity
  does not pose a substantial risk to the safety and soundness of insured depository
  institutions or the financial system.

A
  financial holding company may acquire a company (other than a bank holding company,
  bank or savings association) engaged in activities that are financial in nature
  or incidental to activities that are financial in nature without prior approval
  from the FRB. Prior FRB approval is required, however, before the financial
  holding company may acquire control of more than 5% of the voting shares or
  substantially all of the assets of a bank holding company, bank or savings association.
  In addition, under the FRBs merchant banking regulations, a financial
  holding company is authorized to invest in companies that engage in activities
  that are not financial in nature, as long as the financial holding company makes
  its investment with the intention of limiting the duration of the investment,
  does not manage the company on a day-to-day basis, and the company does not
  cross market its products or services with any of the financial holding companys
  controlled depository institutions.

If
  any subsidiary bank of a financial holding company ceases to be well-capitalized
  or well-managed, the financial holding company will not be in compliance
  with the requirements of the BHC Act regarding financial holding companies.
  If a financial holding company is notified by the FRB of such a change in the
  ratings of any of its subsidiary banks, it must take the following actions:

| |  | promptly
        prepare and submit, within 20 days after the receipt of such notice, a
        written corrective action plan to the FRB detailing the specific actions,
        and a timetable for each action, that the financial holding company will
        take to restore its subsidiary bank to a well-managed or well-capitalized
        condition, as applicable, within 180 days after the receipt of such notice,
        and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | if
        the corrective action plan is acceptable to the FRB, within 45 days after
        the receipt of such notice, the financial holding company may sign a written
        agreement with the FRB in which the financial holding company will agree
        to take the action steps listed in the action plan to correct the management
        or capitalization deficiencies.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Until
  the FRB determines that the financial holding company has corrected the conditions
  described in the notification from the FRB, the financial holding company may
  not, directly or indirectly, or through any of its non-bank subsidiaries, engage
  in any financial activities other than those in which the financial holding
  company was engaged prior to receipt of such notice or activities authorized
  for bank holding companies without financial holding company status, without
  the written approval of the FRB. The financial holding company will not be considered
  to be in compliance with the statutes and regulations related to financial holding
  companies until the management or capitalization rating of the subsidiary bank
  has been upgraded to well-managed or well-capitalized
  (as applicable) by the bank regulators. After issuing a notification and during
  any period of noncompliance, the FRB may also impose other limitations or conditions
  on a financial holding companys conduct or activities, or the conduct
  or activities of its affiliates.

If
  the subsidiary bank does not become well-managed or well-capitalized
  within 180 days after the receipt of such notification from the FRB, the FRB
  may take additional actions against the financial holding company, including
  requiring it to divest its ownership or control of any subsidiary banks or cease
  engaging, directly or indirectly, in all activities other than those permissible
  for a bank holding company without financial holding company status.

As
  an alternative to proposing a plan and entering into an agreement to correct
  management or capitalization deficiencies, the financial holding company may
  choose to forego any attempt to remedy the management or capitalization

11

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deficiencies and instead
  voluntarily terminate its status as a financial holding company and terminate
  any and all financial activities authorized only for financial holding companies.
  Thereafter, the financial holding company would be limited to engaging only
  in those activities permitted for a bank holding company.

If
  any subsidiary bank of a financial holding company receives a rating under the
  Community Reinvestment Act of less than satisfactory, then the financial
  holding company is prohibited from engaging in new activities or acquiring companies
  other than bank holding companies, banks or savings associations, until the
  rating is raised to at least satisfactory.

Regulatory
  Capital Requirements.The FRB has promulgated capital
  adequacy guidelines for use in its examination and supervision of bank holding
  companies. If a bank holding companys capital falls below minimum required
  levels, then the bank holding company must implement a plan to increase its
  capital, and its ability to pay dividends and make acquisitions of new bank
  subsidiaries may be restricted or prohibited.

The
  FRBs capital adequacy guidelines provide for the following types of capital:

| |  | Tier
        1 capital, also referred to as core capital, which includes:
| | - | -------------------------------------------------------------------------

| |  | common
        shareholders equity;
| | - | ------------------------------------

| |  | qualifying
        noncumulative perpetual preferred stock and related surplus;
| | - | -------------------------------------------------------------------------------

| |  | qualifying
        cumulative perpetual preferred stock and related surplus (limited to a
        maximum of 25% of Tier 1 capital elements); and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------

| |  | minority
        interests in the equity accounts of consolidated subsidiaries.
| | - | -------------------------------------------------------------------------------

Goodwill
  is excluded from Tier 1 capital. Most intangible assets are also deducted from
  Tier 1 capital.

| |  | Tier
        2 capital, also referred to as supplementary capital, which includes:
| | - | ----------------------------------------------------------------------------------

| |  | allowances
        for loan and lease losses (limited to 1.25% of risk-weighted assets);
| | - | ----------------------------------------------------------------------------------------

| |  | most
        perpetual preferred stock and any related surplus;
| | - | ---------------------------------------------------------------

| |  | certain
        hybrid capital instruments, perpetual debt and mandatory convertible debt
        securities; and
| | - | -----------------------------------------------------------------------------------------------------------------

| |  | intermediate-term
        preferred stock and intermediate-term subordinated debt instruments (subject
        to limitations).
| | - | -------------------------------------------------------------------------------------------------------------------------------

The
  maximum amount of supplementary capital that qualifies as Tier 2 capital is
  limited to 100% of Tier 1 capital.

| |  | Total
        capital, which includes:
| | - | --------------------------------------

| |  | Tier
        1 capital;
| | - | -----------------------

| |  | plus,
        qualifying Tier 2 capital;
| | - | ----------------------------------------

| |  | minus,
        investments in unconsolidated subsidiaries, reciprocal holdings of bank
        holding company capital securities, and deferred tax assets and other
        deductions.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
  FRBs capital adequacy guidelines require that a bank holding company maintain
  a Tier 1 leverage ratio equal to at least 4% of its average total consolidated
  assets, a Tier 1 risk-based capital ratio equal to 4% of its risk-weighted assets
  and a total risk-based capital ratio equal to 8% of its risk-weighted assets.
  On December 31, 2003, the Company was in compliance with all of the FRBs
  capital adequacy guidelines. The Companys capital ratios on December 31,
  2003 are shown on the following chart.

12

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|        |  | Leverage
        Ratio(4% minimumrequirement) |       | Tier
        1 Risk-basedCapital Ratio(4% minimumrequirement) |  | Total
        Risk-basedCapital Ratio(8% minimumrequirement) |       |  |  | 
|------- |  | --------------------------------------------- | ----- | ------------------------------------------------------------- |  | ------------------------------------------------------------ | ----- |  |  | 
|        |  |                                               |       |                                                               |  |                                                              |       |  |  | 
|Company |  |                                               | 7.01% |                                                               |  |                                                              | 8.87% |  |  | 

Interstate
  Banking and Branching.Under the Riegle-Neal Interstate
  Banking and Branching Efficiency Act of 1994 (the Riegle-Neal Act),
  a bank holding company is permitted to acquire the stock or substantially all
  of the assets of banks located in any state regardless of whether such transaction
  is prohibited under the laws of any state. The FRB will not approve an interstate
  acquisition if as a result of the acquisition the bank holding company would
  control more than 10% of the total amount of insured deposits in the United
  States or would control more than 30% of the insured deposits in the home state
  of the acquired bank. The 30% of insured deposits state limit does not apply
  if the acquisition is the initial entry into a state by a bank holding company
  or if the home state waives such limit. The Riegle-Neal Act also authorizes
  banks to merge across state lines, thereby creating interstate branches. Banks
  are also permitted to acquire and to establish de novo branches in other states
  where authorized under the laws of those states.

Under
  the Riegle-Neal Act, individual states may restrict interstate acquisitions
  in two ways. A state may prohibit an out-of-state bank holding company from
  acquiring a bank located in the state unless the target bank has been in existence
  for a specified minimum period of time (not to exceed five years). A state may
  also establish limits on the total amount of insured deposits within the state
  which are controlled by a single bank holding company, provided that such deposit
  limit does not discriminate against out-of-state bank holding companies.

Source
  of Strength.FRB policy requires a bank holding
  company to serve as a source of financial and managerial strength to its subsidiary
  banks. Under this source of strength doctrine, a bank holding company
  is expected to stand ready to use its available resources to provide adequate
  capital funds to its subsidiary banks during periods of financial stress or
  adversity, and to maintain resources and the capacity to raise capital that
  it can commit to its subsidiary banks. Furthermore, the FRB has the right to
  order a bank holding company to terminate any activity that the FRB believes
  is a serious risk to the financial safety, soundness or stability of any subsidiary
  bank.

Liability
  of Commonly Controlled Institutions.Under cross-guaranty
  provisions of the Federal Deposit Insurance Act (the FDIA), bank
  subsidiaries of a bank holding company are liable for any loss incurred by the
  Bank Insurance Fund (the BIF), the federal deposit insurance fund
  for banks, in connection with the failure of any other bank subsidiary of the
  bank holding company.

Kansas
  Bank Holding Company Regulation.A bank holding
  company that owns, controls or has the power to vote 25% or more of any class
  of voting securities of a Kansas bank or a Kansas bank holding company must
  file an application with the Kansas State Bank Commissioner. Kansas prohibits
  any bank holding company from acquiring ownership or control of any bank that
  has Kansas deposits if, after such acquisition, the bank holding company would
  hold or control more than 15% of total Kansas deposits.

Regulations Applicable
  to the Banks

General.Gold Bank-Kansas, a Kansas state member bank, is subject to regulation and examination
  by the Kansas State Bank Commissioner and the FRB. Gold Bank-Oklahoma, an Oklahoma
  state member bank, is subject to regulation and examination by the Oklahoma
  State Banking Department and the FRB. Gold Bank-Kansas and Gold Bank-Oklahoma
  are also regulated by the Federal Deposit Insurance Corporation (the FDIC).
  Gold Bank-Florida, a Florida state non-member bank, is subject to regulation
  and examination by the Florida Department of Banking and Finance and the FDIC.
  Each of the FRB and the FDIC is empowered to issue cease and desist orders against
  the Banks if it determines that activities of any of the Banks represents unsafe
  and unsound banking practices or violations of law. In addition, the FRB and
  the FDIC have the power to impose civil money penalties for violations of banking
  statutes and regulations. Regulation by these agencies is designed to protect
  the depositors of the Banks, not shareholders of the Company.

Bank
  Regulatory Capital Requirements.The FRB and the
  FDIC have adopted minimum capital requirements applicable to state member banks
  and state non-member banks, respectively, which are similar to the capital adequacy
  guidelines established by the FRB for bank holding companies. Federal banking
  laws classify an insured financial institution in one of the following five
  categories, depending upon the amount of its regulatory capital:

13

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| |  | well-capitalized
        if it has a total Tier 1 leverage ratio of 5% or greater, a Tier 1 risk-based
        capital ratio of 6% or greater and a total risk-based capital ratio of
        10% or greater (and is not subject to any order or written directive specifying
        any higher capital ratio);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | adequately
        capitalized if it has a total Tier 1 leverage ratio of 4% or greater
        (or a Tier 1 leverage ratio of 3% or greater, if the bank has a CAMELS
        rating of 1), a Tier 1 risk-based capital ratio of 4% or greater and a
        total risk-based capital ratio of 8% or greater;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | undercapitalized
        if it has a total Tier 1 leverage ratio that is less than 4% (or a Tier
        1 leverage ratio that is less than 3%, if the bank has a CAMELS rating
        of 1), a Tier 1 risk-based capital ratio that is less than 4% or a total
        risk-based capital ratio that is less than 8%;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | significantly
        undercapitalized if it has a total Tier 1 leverage ratio that is
        less than 3%, a Tier 1 risk based capital ratio that is less than 3% or
        a total risk-based capital ratio that is less than 6%; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | critically
        undercapitalized if it has a Tier 1 leverage ratio that is equal
        to or less than 2%.
| | - | -----------------------------------------------------------------------------------------------------------------

Federal banking laws
  require the federal regulatory agencies to take prompt corrective action against
  undercapitalized financial institutions.

All
  of the Banks must be well-capitalized and well-managed for the Company to remain
  a financial holding company. To be well-capitalized, a bank must maintain a
  total Tier 1 leverage ratio of 5% or greater, a Tier 1 risk-based capital ratio
  of 6% or greater and a total risk-based capital ratio of 10% or greater. The
  capital ratios and classifications of each of the Banks as of December 31, 2003
  are shown on the following chart.



|                           |  | Leverage Ratio |  | Tier
        1 Risk-basedCapital Ratio |  | Total
        Risk-basedCapital Ratio |  | Classification   |  |  |  | 
|-------------------------- |  | -------------- |  | -------------------------------------- |  | ------------------------------------- |  | ---------------- |  |  |  | 
|                           |  |                |  |                                        |  |                                       |  |                  |  |  |  | 
|                           | 
|Gold
        Bank-Kansas   |  | 7.49%          |  | 9.10%                                  |  | 10.13%                                |  | Well-Capitalized |  |  |  | 
|Gold
        Bank-Oklahoma |  | 7.29%          |  | 10.31%                                 |  | 11.39%                                |  | Well-Capitalized |  |  |  | 
|Gold
        Bank-Florida  |  | 7.16%          |  | 9.15%                                  |  | 10.04%                                |  | Well-Capitalized |  |  |  | 

Deposit
  Insurance and Assessments.The deposits of the Banks
  are insured by the BIF administered by the FDIC, in general up to a maximum
  of $100,000 per insured depositor. Certain deposits of Gold Bank-Kansas are
  insured by the Savings Association Insurance Fund (the SAIF). Under
  federal banking regulations, insured banks are required to pay semi-annual assessments
  to the FDIC for deposit insurance. The FDICs risk-based assessment system
  requires BIF members to pay varying assessment rates depending upon the level
  of the institutions capital and the degree of supervisory concern over
  the institution. The FDICs assessment rates range from zero cents to 27
  cents per $100 of insured deposits. The FDIC has authority to increase the annual
  assessment rate and there is no cap on the annual assessment rate which the
  FDIC may impose.

Limitations
  on Interest Rates and Loans to One Borrower.The
  rate of interest a bank may charge on certain classes of loans is limited by
  state and federal law. At certain times in the past, these limitations have
  resulted in reductions of net interest margins on certain classes of loans.
  Federal and state laws impose additional restrictions on the lending activities
  of banks. The maximum amount that a Kansas state bank may loan to one borrower
  generally is limited to 25% of the banks capital, plus an additional 10%
  for loans fully secured by certain kinds of real estate collateral. The maximum
  amount that an Oklahoma state bank may lend to one borrower (and certain related
  entities of such borrower) generally is limited to 30% of the banks capital,
  less intangible assets. The maximum amount that a Florida state bank may lend
  to one borrower generally is limited to 15% of the banks capital accounts,
  plus an additional 10% for loans fully secured by readily marketable collateral.

Payment
  of Dividends.The Banks are subject to federal and
  state laws limiting the payment of dividends. Under the FDIA, an FDIC-insured
  institution may not pay dividends while it is undercapitalized or if payment
  would cause it to become undercapitalized. Florida, Kansas and Oklahoma banking
  laws also prohibit the declaration of a dividend out of the capital and surplus
  of a bank, without prior regulatory approval.

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Community
  Reinvestment Act.The Banks are subject to the Community
  Reinvestment Act (the CRA) and implementing regulations. CRA regulations
  establish the framework and criteria by which the bank regulatory agencies assess
  an institutions record of helping to meet the credit needs of its community,
  including low- and moderate-income neighborhoods. CRA ratings are taken into
  account by regulators in reviewing certain applications made by the Company
  and its banking subsidiaries.

Limitations
  on Transactions with Affiliates.The Company and
  its non-bank subsidiaries are affiliates within the meaning of the
  Federal Reserve Act. The amount of loans or extensions of credit which the banks
  may make to non-bank affiliates, or to third parties secured by securities or
  obligations of the non-bank affiliates, are substantially limited by the Federal
  Reserve Act and the FDIA. Such acts further restrict the range of permissible
  transactions between a bank and an affiliated company. A bank and subsidiaries
  of a bank may engage in certain transactions, including loans and purchases
  of assets, with an affiliated company only if the terms and conditions of the
  transaction, including credit standards, are substantially the same as, or at
  least as favorable to the bank as, those prevailing at the time for comparable
  transactions with non-affiliated companies or, in the absence of comparable
  transactions, on terms and conditions that would be offered to non-affiliated
  companies.

Other
  Banking Activities.The investments and activities
  of the Banks are also subject to regulation by federal banking agencies, regarding
  investments in subsidiaries, investments for their own account (including limitations
  on investments in junk bonds and equity securities), loans to officers, directors
  and their affiliates, security requirements, anti-tying limitations, anti-money
  laundering, financial privacy and customer identity verification requirements,
  truth-in-lending, the types of interest bearing deposit accounts which it can
  offer, trust department operations, brokered deposits, audit requirements, issuance
  of securities, branching and mergers and acquisitions.

Regulations Applicable
  to Non-bank Financial Service Subsidiaries.

General.The non-bank financial service subsidiaries of the Company are subject to the
  supervision of the FRB and may be subject to the supervision of other regulatory
  agencies including the SEC, the National Association of Securities Dealers (the
  NASD), state securities and insurance regulators and the Missouri
  Division of Finance.

Securities
  Broker/Dealer and Investment Advisor.As a securities
  broker/dealer, a registered investment advisor and member of the NASD, Gold
  Capital is subject to extensive regulation under federal and state securities
  laws. The SEC administers the federal securities laws, but has delegated to
  self-regulatory organizations, principally the NASD, and the national securities
  exchanges much of the regulation of securities broker/dealers. Securities broker/dealers
  and certain investment advisors are also subject to regulation by state securities
  commissions in the states in which they are registered.

Securities
  broker/dealers and investment advisors are subject to regulations covering all
  aspects of the securities business, including sales methods, trade practices
  among broker/dealers, capital structure of securities firms, uses and safekeeping
  of customers funds and securities, recordkeeping, and the conduct of directors,
  officers and employees. The SEC and the self-regulatory organizations may conduct
  administrative proceedings that can result in censure, fines, suspension or
  expulsion of a broker/dealer, its directors, officers and employees. The principal
  purposes of regulation of securities broker/dealers and investment advisors
  is the protection of customers and the securities markets rather than the protection
  of stockholders of broker/dealers and investment advisors.

Trust
  Company.As a Missouri non-depository trust company,
  Gold Trust Company is subject to regulation and supervision by the FRB-KC and
  the Missouri Division of Finance. The purpose of such regulation is the protection
  of trust customers and beneficiaries, not the protection of stockholders of
  trust companies.

Insurance
  Agency.As licensed insurance agencies, Gold Capital,
  Gold Insurance Agency and Gold Title are subject to licensing, regulation and
  examination by the state insurance departments of each state in which they operate.
  State insurance regulations protect consumers and customers, not the stockholders
  of insurance agencies.

Changes in Laws
  and Monetary Policies

Future
  Legislation.Various legislation, including proposals
  to change substantially the financial institution regulatory system, is from
  time to time introduced in Congress. This legislation may change banking statutes
  and the operating environment of the Company in substantial and unpredictable
  ways. If enacted, this legislation could increase or decrease the cost of doing
  business, limit or expand permissible activities or affect the competitive balance
  among banks, savings associations, credit unions and other financial institutions.
  The Company cannot predict whether any of this

15

---



potential legislation
  will be enacted and, if enacted, the effect that it, or any implementing regulations,
  could have on the Companys business, results of operations or financial
  condition.

Fiscal
  Monetary Policies.The Companys business and
  earnings are effected significantly by the fiscal and monetary policies of the
  federal government and its agencies. The Company is particularly affected by
  the policies of the FRB, which regulates the supply of money and credit in the
  United States. Among the instruments of monetary policy available to the FRB
  are:

| |  | conducting
        open market operations in United States government securities;
| | - | ---------------------------------------------------------------------------------

| |  | changing
        the discount rates of borrowings of depository institutions;
| | - | -----------------------------------------------------------------------------

| |  | imposing
        or changing reserve requirements against depository institutions
        deposits; and
| | - | --------------------------------------------------------------------------------------------------------

| |  | imposing
        or changing reserve requirements against certain borrowings by banks and
        their affiliates.
| | - | -------------------------------------------------------------------------------------------------------------------

These
  methods are used in varying degrees and combinations to directly effect the
  availability of bank loans and deposits, as well as the interest rates charged
  on loans and paid on deposits. The policies of the FRB have a material effect
  on the Companys business, results of operations and financial condition.

The
  references in the foregoing discussion to various aspects of statutes and regulations
  are merely summaries which do not purport to be complete and which are qualified
  in their entirety by reference to the actual statutes and regulations.

ITEM
  2.PROPERTIES

The
  Company and the Banks each own most of their banking facilities. Certain of
  the Banks branch locations are in leased facilities. The financial services
  subsidiaries have entered into short-term leases for their properties. 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. The Companys headquarters and Gold Banks Leawood, Kansas
  location are contained in a 25,000 square foot building that opened in 1996,
  all of which is occupied by the Company.

ITEM
  3.LEGAL
  PROCEEDINGS

Regulatory Examinations
  and Supervisory Actions

During
  the first quarter of 2003, the Kansas Office of the State Bank Commission (the
  OSBC) and the Federal Reserve Bank of Kansas City (the FRB-KC)
  conducted a joint safety and soundness examination of Gold Bank-Kansas. The
  FRB-KC also began a financial holding company examination of the Company. Concurrently
  with these examinations, we conducted an internal investigation that uncovered
  misappropriations and other improper conduct by our former CEO, Michael W. Gullion.
  The Company was subsequently notified by the SEC that it was conducting an informal
  investigation. For additional information relating to Mr. Gullions
  misconduct, see our 2002 Annual Report.

The
  management and composite CAMELS ratings for Gold Bank-Kansas
  in the joint report of examination were less than satisfactory.
  Because of these CAMELS ratings, Gold Bank-Kansas was not considered a well-managed
  financial institution. In addition to the Gullion misconduct, the report of
  examination identified noncompliance or deficiencies by Gold Bank-Kansas in
  regard to:

| |  | Regulation
        H (information technology, bank secrecy act, currency transaction reports,
        and suspicious activity reporting);
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| |  | Section
        23A of the Federal Reserve Act (transactions with affiliates);
| | - | ------------------------------------------------------------------------------

| |  | Regulation
        O (loans to officers and directors); and
| | - | -----------------------------------------------------------

| |  | Regulation
        Y and K.S.A. § 17-11-21 (appraisals).
| | - | --------------------------------------------------------

The
  financial holding company examination report identified noncompliance or deficiencies
  by us in regard to:

16

---



| |  | Section
        23A of the Federal Reserve Act (transactions with affiliates);
| | - | ------------------------------------------------------------------------------

| |  | Regulation
        Y (information security);
| | - | --------------------------------------------

| |  | CompuNets
        revenues from non-financial data processing activities; and
| | - | ------------------------------------------------------------------------------

| |  | Late
        filing of a regulatory report.
| | - | -------------------------------------------

The
  joint examination report was based upon the condition and management of Gold
  Bank-Kansas as of December 31, 2002. The holding company examination report
  was based upon the condition and management of the Company as of March 31, 2003.

As
  a result of the examinations, we are subject to the following restrictions:

| |  | We
        mustprovide 30
        days prior written notice to the FRB-KC before adding or replacing any
        member of our board of directors, employing any person as a senior executive
        officer or changing the responsibilities of any senior executive officer
        so that the person would assume a different senior executive officer position.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
        are prohibited from making or contracting to make severance payments to
        any director, officer or employee in excess of the severance benefits
        we provided to all eligible employees without the prior written approval
        of the FRB-KC and the FDIC.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
        are prohibited from making indemnification payments to any institution-affiliated
        party to pay or reimburse such person for any civil money penalty, judgement
        or legal expenses resulting from any administrative or civil action instituted
        by any federal banking agency.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On
  August 26, 2003, we and Gold Bank-Kansas entered into a written agreement (a
  Written Agreement) with the OSBC and the FRB-KC. The Written Agreement
  was intended to address and remediate the deficiencies identified in the joint
  report of examination. The Written Agreement does not prohibit or limit the
  payment of dividends by Gold Bank-Kansas or us. We and Gold Bank-Kansas have
  completed nearly all the corrective actions set forth in the Written Agreement.
  As required by the Written Agreement, we and Gold Bank-Kansas submitted a plan
  covering the review and development of:

| |  | written
        procedures to strengthen Gold Bank-Kansas internal controls;
| | - | -----------------------------------------------------------------------------

| |  | our
        internal audit program, including an assessment of the composition, independence
        and effectiveness of the audit committee of our Board of Directors;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a
        written plan to improve the information technology function of us and
        all of our subsidiaries; and
| | - | --------------------------------------------------------------------------------------------------------------------

| |  | steps
        to comply with all appropriate laws and regulations.
| | - | ------------------------------------------------------------------

In
  connection with the Written Agreement and the development and implementation
  of the plans required therein, we recently filled the positions of Director
  of Internal Audit, Director of Compliance, and Director of Technology Security.
  In addition, the Boards of Directors of both us and Gold Bank-Kansas have established
  a Compliance Committee to monitor and coordinate compliance with the Written
  Agreement. The Compliance Committee is composed entirely of independent directors
  who provide monthly progress reports to the Boards of Directors of both us and
  Gold Bank-Kansas.

As
  a financial holding company under the Bank Holding Company Act (the BHC
  Act), each of our depository institution subsidiaries must remain both
  well-capitalized and well-managed for us to retain our
  status as a financial holding company with authority to engage in expanded financial
  activities. On August 26, 2003, we entered into a written agreement with the
  FRB-KC (a BHC Agreement) under the BHC Act intended to address and
  remediate the deficiencies identified in the financial holding company examination
  report. It also set forth the corrective steps we were required to take to restore
  the well managed rating of Gold Bank-Kansas and bring us into compliance
  with the requirements for a financial holding company. The BHC Agreement also
  required that we take all the actions required by the Written Agreement to correct
  the deficiencies at Gold Bank-Kansas.

During
  the fourth quarter of 2003, the OSBC and the FRBKC again conducted a joint
  safety and soundness examination of Gold BankKansas. As a result of such
  examination, the management and composite CAMELS ratings

17

---



for Gold BankKansas
  were found to be satisfactory, enabling Gold BankKansas to regain its
  wellmanaged rating. Because Gold BankKansas regained
  its wellmanaged rating, the Company retained its status as
  a financial holding company and the BHC Agreement terminated. The Written Agreement,
  however, is still in effect.

SEC Settlement

On
  March 5, 2004 the Company voluntarily submitted to the SEC a settlement offer
  to consent to the entry of an order providing that the Company will cease and
  desist from committing or causing any violations and future violations of Sections
  13(a) and 13(b)(2) of the Securities Exchange Act of 1934 (Exchange Act)
  and Rules 12b-20, 13a-1 and 13a-3 thereunder. This settlement offer arose out
  of the misconduct by Michael W. Gullion, the Companys former Chief Executive
  Officer, which was described in the Companys Form 10-K/A filed on April
  15, 2003. As a result of the misappropriations of corporate funds by Mr. Gullion,
  there was an overstatement of the Companys pre-tax income and earnings
  per share in its Forms 10-K for 2000 and 2001 and its Form 10-Q for the second
  and third quarters of 2002.

At
  the time of Mr. Gullions misappropriations, the Companys internal
  controls were not adequate to prevent the activities which enabled the misappropriations
  to occur, including by not having written policies requiring (i) documentation,
  such as appraisals, purchase contracts and closing statements, authenticating
  the purchase price and disposition of proceeds with respect to significant real
  estate transactions, (ii) segregation of responsibilities for ordering, auditing
  and reconciling transactions and monthly reconciliations of various accounts,
  and (iii) limitations on Mr. Gullions spending authority. The Company
  expects the SEC to accept its settlement offer because of the prompt remedial
  actions undertaken by the Company and the full cooperation afforded the SECs
  enforcement staff, which are described below. No fines have been, or are expected
  to be, assessed against the Company and no violations have been, or are expected
  to be, alleged against any of the Companys existing officers, directors
  or employees.

Immediately
  after discovery of Mr. Gullions misconduct, an internal inquiry was
  conducted and Mr. Gullion was terminated from his positions with the Company
  and its subsidiaries. On the following day, before the opening of trading, the
  Company requested the Nasdaq to halt trading in its stock and issued a press
  release and filed a Current Report on Form 8-K announcing Mr. Gullions
  misconduct, his resulting termination and his replacement by a new Chief Executive
  Officer. On the same day the press release was issued, the Companys counsel
  contacted the SECs enforcement staff to provide a more detailed briefing
  and to pledge the Companys full cooperation with the SECs investigation.
  The Company also worked closely with its outside auditor to restate its 2000
  and 2001 financial statements to reflect Mr. Gullions misappropriations.

The
  Company also engaged in extensive efforts to obtain restitution of the loss
  it suffered from Mr. Guillons misappropriation. As a result of its
  vigorous negotiating efforts, the Company entered into two separate restitution
  agreements with Mr. Gullion under which the Company received a total of
  $3.5 million in restitution payments in 2003. This restitution offset the adverse
  effect on the Companys income in 2000 and 2001.

The
  Company gave complete cooperation to the SECs enforcement staff as well
  as bank regulatory and other law enforcement officials. Among other things,
  the Company voluntarily produced the details of its internal investigation and
  did not invoke the attorney-client privilege, work product protection or other
  privileges or protections with respect to any of the facts uncovered in the
  investigation. Approximately $1.5 million was expended by the Company to conduct
  its internal investigation and implement enhanced internal control and other
  remedial and preventative measures. These strengthened internal controls and
  procedures address the weaknesses which contributed to the inability to prevent
  Mr. Gullions misconduct and not detect that misconduct earlier. In
  particular, the Company now has enhanced written policies and procedures (i)
  governing significant asset acquisitions, including real estate acquisitions,
  which require appropriate documentary support and at least dual employee review
  to provide assurance that the controls have been followed, (ii) disbursement
  limits for all officers, including a limit of $250,000 for the Chief Executive
  Officer and required Board approval for disbursements above that amount, (iii)
  segregation of responsibilities for ordering, auditing and reconciling transactions,
  (iv) monthly reconciliation of various accounts, including prepared expenses,
  other assets and accrued expenses, and (v) monthly reviews of the bank accounts
  of executive officers and directors.

The
  Company also took a number of steps on its own initiative to reinforce a corporate
  culture of honest, ethical and legal behavior and thus a sound internal control
  environment. Item 14 of the Companys Form 10-K/A filed on April 15, 2003
  summarized the extensive actions taken by the Company to demonstrate its commitment
  to those goals. In addition, Gold Banc strengthened the independence and effectiveness
  of its Board of Directors by adding two new outside Board members, one of whom
  was selected to serve as the non-executive Chairman of the Board and the other
  of whom qualified 18

as an Audit Committee Financial
  Expert (as defined in Item 401(h)(2) of Regulation S-K) and was selected
  to serve as the Chairman of the Audit Committee.

**Class Action
  Lawsuit**
  On March 10, 2004, a class action lawsuit was filed by Laurie McBride on behalf of herself and all others similarly situated against the Company and
  nine of its directors in the District Court of Johnson County, Kansas. The lawsuit
  relates to a resale by the Company of 530,000 shares of the Company's common
  stock to five directors in the second quarter of 2003, which shares were obtained
  from Michael Gullion in partial satisfaction of his restitution obligations
  to the Company. For a more detailed discussion of the matters surrounding the
  misconduct of Mr. Gullion and the restitution the Company received from him,
  see the Company's Annual Report on Form 10-K/A for the year ended December 31,
  2002 and its Form 10-Q for the quarterly period ended September 30, 2003. The
  complaint alleges that the Company's directors breached their fiduciary duties
  by approving the Agreement and Plan of Merger with Silver Acquisition Corp.
  and SAC Acquisition Corp., to enable those directors to sell those shares sooner
  than they would have otherwise been legally able to do under the federal securities
  laws. The Company believes the claims made by the plaintiffs are without merit
  and intends to vigorously defend this lawsuit.

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

No
  matters were submitted to a vote of the stockholders of the Company during the
  fourth quarter of the fiscal year ended December 31, 2003.

19

---



PART
  II

|ITEM
        5. | MARKET FOR
        REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|--------------- | -----------------------------------------------------------------------------

Our
  common stock, par value $1.00 per share, trades on the Nasdaq National Market
  tier of The Nasdaq Stock Market under the symbol GLDB.

Information
  relating to market prices of common stock and cash dividends declared on our
  common stock is set forth in the table below.



|                      |      | Market Price |       | Cash
        Dividends
|--------------------- | ---- | ------------ | ----- | ----------------------
|                      | High |              | Low  
|2002
        Quarters |      |              |       |                       
|First                 |      | $            | 9.03  |                       
|Second                |      |              | 11.29 |                       
|Third                 |      |              | 11.05 |                       
|Fourth                |      |              | 10.36 |                       
|2003
        Quarters |      |              |       |                       
|First                 |      | $            | 11.19 |                       
|Second                |      |              | 10.72 |                       
|Third                 |      |              | 12.32 |                       
|Fourth                |      |              | 14.75 |                       

As
  of March 10, 2004, there were approximately 788 holders of record of our common
  stock.

The
  FRB and state regulators have the authority to prohibit or limit the payment
  of dividends by our banking subsidiaries to the Company. The FRB has the authority
  to prohibit or limit the payment of dividends by the Company to its stockholders.

Pursuant
  to the Agreement and Plan of Merger by and among the Company, Silver Acquisition
  Corp., and SAC Acquisition Corp., the Company may not declare, set aside or
  pay any dividend on its stock in cash, stock or property or directly or indirectly
  redeem, purchase or otherwise acquire any of its own stock, or make any other
  distributions of its assets to its shareholders, or reclassify, recapitalize,
  split up or otherwise adjust any of its capital stock, except for the payment
  of the Company’s regularly quarterly cash dividend which may not exceed
  $0.03 per share.

Under
  the terms of the junior subordinated indentures associated with the Company's
  trust preferred securities, the Company is prohibited from declaring or paying
  a dividend to its stockholders in the event the Company either is in default
  under the terms of the indenture or has elected to defer its payment obligations
  due thereunder.

The
  following table presents information as of December 31, 2003 relating to the
  Company's 1996 Equity Compensation Plan and the stock option plans that the
  Company succeeded to in the acquisition of American Bank, Bradenton, Florida.
  It includes (i) the number of securities to be issued upon the exercise of outstanding
  options, (ii) the weighted average exercise price of the outstanding options,
  and (iii) the number of securities remaining available for future issuance under
  the 1996 Equity Compensation Plan.



|Plancategory                                                       |  | (a)Numberofsecuritiestobeissueduponexerciseofoutstandingoptions,warrantsandrights |  | (b)Weighted-averageexercisepriceofoutstandingoptions,warrantsandrights |      | (c)Numberofsecuritiesremainingavailableforfutureissuanceunderequitycompensationplans(excludingsecuritiesreflectedincolumn(a)) |        
|------------------------------------------------------------------ |  | --------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------- | ---- | ----------------------------------------------------------------------------------------------------------------------------- | -------
|                                                                   |  |                                                                                   |  |                                                                        |      |                                                                                                                               |        
|Equity
        compensation plans approved by security holders     |  | 1,283.920                                                                         |  | $                                                                      | 8.33 |                                                                                                                               | 842,624
|Equity
        compensation plans not approved by security holders |  |                                                                                  |  |                                                                        |     |                                                                                                                               |       
|                                                                   |  |                                                                                   |  |                                                                        |      |                                                                                                                               |        
|Total                                                              |  | 1,283,920                                                                         |  | $                                                                      | 8.33 |                                                                                                                               | 842,624
|                                                                   |  |                                                                                   |  |                                                                        |      |                                                                                                                               |        

20

---



The
  information included in the table above includes outstanding options issued
  under the American Bancshares, Inc. and American Bank of Bradenton Incentive
  Stock Option Plan of 1996 (the 1996 Plan), the American Bancshares,
  Inc. 1997 Nonqualified Share Option Plan for Non-Employee Directors (the 1997
  Plan) and the American Bancshares, Inc. 1999 Stock Option and Equity Incentive
  Plan (the 1999 Plan), each of which was assumed by the Company in
  connection with the acquisition of American Bank, Bradenton, Florida on March
  20, 2000 and the Companys 1996 Equity Compensation Plan. The Company has
  not issued any additional options under any plan other than the Companys
  1996 Equity Compensation Plan since March 20, 2000.  The number and weighted-average
  exercise price for the outstanding options issued under the 1996 Plan, the 1997
  Plan and the 1999 Plan, as adjusted as part of the acquisition of American Bancshares,
  is 156,806 shares with a weighted-average exercise price of $6.47. These options
  and corresponding exercise prices are incorporated in the table above. Excluding
  the options previously granted under the 1996 Plan, the 1997 Plan and the 1999
  Plan, the aggregate number of securities to be issued upon the exercise of outstanding
  options, warrants and rights and the weighted-average exercise price of these
  options, warrants and rights, under the Companys 1996 Equity Compensation
  Plan, are 1,127,118 shares and $8.59, respectively.

21

---



|ITEM
        6. | SELECTED
        CONSOLIDATED FINANCIAL DATA
|--------------- | --------------------------------------------

This
  selected consolidated information should be read in conjunction with our consolidated
  financial statements and notes included elsewhere in this Amended Report.



|                                                                                             |  | AtorfortheYearsEndedDecember31, |          
|-------------------------------------------------------------------------------------------- |  | ------------------------------- | ---------
|                                                                                             |  | 2003                            |          
|Earnings                                                                                     |  |                                 |          
|Net
        interest income                                                                  |  | $                               | 122,358  
|Provision
        for loan losses                                                            |  |                                 | 13,064   
|Non-interest
        income                                                                  |  |                                 | 41,558   
|Non-interest
        expense (1)                                                             |  |                                 | 104,406  
|Income
        taxes                                                                         |  |                                 | 13,644   
|Net
        earnings (loss) from continuing operations, net of tax                           |  |                                 | 32,802   
|Net
        earnings (loss) from discontinued operations, net of tax                         |  |                                 | (3,392   
|Net
        earnings (loss)                                                                  |  |                                 | 29,410   
|                                                                                             |  |                                 |          
|Financial
        Position                                                                   |  |                                 |          
|Total
        assets                                                                         |  | $                               | 4,322,625
|Loans
        receivable, net                                                                |  |                                 | 2,982,904
|Allowance
        for loan losses                                                            |  |                                 | 34,017   
|Goodwill
        and other intangibles, net                                                  |  |                                 | 37,166   
|Investment
        securities                                                                |  |                                 | 986,084  
|Deposits                                                                                     |  |                                 | 3,164,443
|Long-term
        borrowings                                                                 |  |                                 | 631,526  
|Subordinated
        debt                                                                    |  |                                 | 114,851  
|Stockholders
        equity                                                                 |  |                                 | 249,717  
|                                                                                             |  |                                 |          
|Per
        Share Data                                                                       |  |                                 |          
|Net
        earnings (loss) per share from continuing operationsbasic and diluted           |  | $                               | 0.86     
|Net
        earnings (loss) from discontinued operations per sharebasic and
        diluted |  |                                 | (0.09    
|Net
        earnings (loss) per sharebasic and diluted                                      |  |                                 | 0.77     
|Book
        value per share                                                                 |  |                                 | 6.28     
|Cash
        dividends declared                                                              |  | $                               | 0.12     
|Average
        shares outstanding                                                           |  |                                 | 38,203   
|                                                                                             |  |                                 |          
|Ratios                                                                                       |  |                                 |          
|Return
        (loss) on average assets                                                      |  |                                 | 0.72     
|Return
        (loss) on average equity                                                      |  |                                 | 12.36    
|Stockholders
        equity to total assets                                                 |  |                                 | 5.78     
|Dividend
        payout (2)                                                                  |  |                                 | 16.05    
|Net
        interest margin                                                                  |  |                                 | 3.24     
|Allowance
        for loan losses to non-performing loans                                    |  |                                 | 105.08   
|Non-performing
        assets to total assets                                                |  |                                 | 0.90     
|Non-performing
        loans to total loans                                                  |  |                                 | 1.07     
|Net
        loan charge-offs to average loans                                                |  |                                 | 0.41     
|Efficiency
        ratio (3)                                                                 |  |                                 | 66.01    
|Capital
        Ratios                                                                       |  |                                 |          
|Tier
        1 risk-based capital ratio                                                      |  |                                 | 8.87     
|Total
        risk-based capital ratio                                                       |  |                                 | 10.78    
|Leverage
        ratio                                                                       |  |                                 | 7.01     

| | (1) | Includes
        losses and expenses resulting from misapplication of bank funds, net of
        recoveries, of ($1,868), $136, $1,099 and $1,252 for 2003, 2002, 2001
        and 2000, respectively.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | No
        dividend payout ratio was calculated for 2000 because of the net loss
        for the year.
| | --- | ------------------------------------------------------------------------------------------------------

| | (3) | Efficiency
        ratio is calculated as follows: Non interest expense, divided by the sum
        of net interest income before provision for loan loss plus non interest
        fee income.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





22

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|ITEM
        7. | MANAGEMENTS
        DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|--------------- | ---------------------------------------------------------------------------------------------

The
  following discussion of financial condition and results of operations should
  be read in conjunction with our consolidated financial statements and the notes
  to such consolidated financial statements, which are included elsewhere in this
  Annual Report. All comparisons and references in this Annual Report to the results
  of the years ended December 31, 2002 and 2001 are to the restated results. See
  "Item 1 — Business" and Note 2 to the consolidated financial
  statements contained in "Item 8 — Financial Statements and Supplementary
  Data" to the 2002 Annual Report.

General

We
  provide community banking and related financial services at locations in Kansas,
  Oklahoma, Florida and Missouri as of December 31, 2003. Geographic markets include
  Johnson County, Kansas, an affluent suburb in the Kansas City metropolitan area,
  Tulsa and Oklahoma City, Oklahoma, growing cities with a strong small-business
  sector, Tampa /Bradenton/Sarasota, Florida, a high-growth area on the west coast
  of the state, and a number of smaller cities.

We
  have focused on growth of our Banks lending and other services by cultivating
  relationships with small businesses and other clients. We have expanded through
  a strategy of internal growth supplemented by bank acquisitions that are believed
  to be accretive to earnings and stockholders equity and consistent with
  our strategy and community banking style. We have taken steps to offer traditional
  and on-line banking, wealth and asset management and other financial services
  to customers of our Banks. Since January 1, 2001, we have steadily increased
  our presence in the higher growth metropolitan areas in Johnson County, Kansas,
  Tulsa and Oklahoma City, Oklahoma, and Tampa/Bradenton/Sarasota, Florida. During
  this time period, we have acquired or established nine branches in these higher
  growth markets. In addition, we have sold 19 branches located in out state Kansas
  and Oklahoma.

The
  following table lists our Banks total assets (in millions of dollars)
  as of December 31, 2003.



|Bank                       |  |   | Total
      Assets |  | Main Location andNumber
      ofOffices
|-------------------------- |  | - | ------------------ |  | ---------------------------------------
|Gold
        Bank-Kansas   |  | $ |                    |  | Leawood,
        Kansas18             
|Gold
        Bank-Oklahoma |  | $ | 1,102.3            |  | Oklahoma
        City, Oklahoma11     
|Gold
        Bank-Florida  |  | $ | 822.5              |  | Bradenton,
        Florida11          

The
  following table lists our financial services subsidiaries as of December 31,
  2003 which offer financial services to their own clients and to Bank customers
  through the offices of our Banks:



|FinancialServiceSubsidiary             |  | ServiceFocus                                  |  | HeadquartersLocation         
|-------------------------------------- |  | --------------------------------------------- |  | -----------------------------
|                                       |  |                                               |  |                              
|Gold
        Capital Management, Inc.  |  | Broker/dealer
        and investment advisor  |  | Overland
        Park, Kansas
|Gold
        Investment Advisors, Inc. |  | Wealth
        management                     |  | Overland
        Park, Kansas
|Gold
        Trust Company             |  | Trust
        accounts                        |  | St.
        Joseph, Missouri 
|Gold
        Insurance Agency, Inc.    |  | Insurance                                     |  | Overland
        Park, Kansas
|CompuNet
        Engineering, Inc.     |  | Information
        technology and e-commerce |  | Overland
        Park, Kansas
|Gold
        Title Agency, LLC         |  | Title
        insurance                       |  | Overland
        Park, Kansas
|Gold
        Merchant Banc, Inc.       |  | Merchant
        banking                      |  | Overland
        Park, Kansas

We
  are headquartered in Johnson County, Kansas, along with Gold Bank-Kansas, our
  lead bank. Johnson County is a suburban community near Kansas City, Missouri.
  Johnson County has a competitive banking environment. Its robust economic growth
  has enabled Gold Bank to rapidly grow its loans and deposits in the county.
  Gold Bank has eleven offices in the growing areas of Johnson County and five
  offices in the remainder of the Kansas City metropolitan area. This presence
  in the Kansas City area accounted for approximately 55% of our total assets
  at year-end 2003.

We
  entered the Tulsa, Oklahoma market in 1998 with the acquisition of Citizens
  Bank of Tulsa, which has subsequently been merged into Gold Bank-Oklahoma. The
  Tulsa location serves a growing area in southeastern Tulsa, a





23

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light-industrial district
  that is home to more than 5,000 small businesses, and is a mature residential
  area of Tulsa. A third office was opened in a developing residential area of
  south Tulsa during the second quarter of 1999.

We
  entered the Oklahoma City market and the communities in central and western
  Oklahoma with the acquisition of Country Banc in March 2000. Country Bancs
  two subsidiary banks, People First and American Heritage, were merged along
  with Citizens Bank of Tulsa to create Gold Bank-Oklahoma. Gold Bank-Oklahoma
  also serves selected mature markets and rural communities in central and western
  Oklahoma. The Gold Bank-Oklahoma market accounted for approximately 26% of our
  total assets at year-end 2003.

We
  entered the Bradenton and Sarasota, Florida market on the highly popular and
  rapidly growing west coast of the state between Tampa Bay and Naples with the
  acquisition of American Bank in March 2000. The American Bank acquisition provides
  us with access to a diversified market that has been one of the fastest growing
  population areas in the United States for the past ten years. The demographics
  and per capita income levels are believed to be very promising for the development
  of our wealth and asset management services. In 2002, we opened a new branch
  in Tampa Bay and a new branch in downtown Sarasota. In 2002, we changed the
  banks name to Gold Bank-Florida. Gold Bank-Florida accounted for approximately
  19% of our total assets at year-end 2003.

Other
  local markets where we operate generally did not experience the level of growth
  seen in the Johnson County, Tulsa, Oklahoma City and Tampa Bay/Sarasota/Bradenton
  markets, but their economies were sound with a mix of services, manufacturing
  and agriculture-related industries. Each of the local markets is generally a
  county seat and our Banks locations serve both that city and the surrounding
  area.

Financial
  services, including traditional and on-line banking, brokerage, trust, mortgage
  and investments, are offered to customers of our Banks, either directly through
  representatives located in bank offices or through telecommunication links with
  the non-bank offices.

Influences on
  Earnings

Our
  net earnings depends upon the combined results of operations of our Banks, each
  of which conducts a commercial and consumer banking business by attracting deposits
  from the general public and deploying those funds to earning assets, and our
  non-bank subsidiaries each of which generate income from management fees and
  commissions.

Each
  Banks profitability depends primarily on net interest income which is
  interest income on interest-earning assets less interest expense on interest-bearing
  liabilities. Interest-earning assets include loans, investment securities and
  other earning assets such as Federal Funds sold. Interest-bearing liabilities
  include customer deposits, time and savings deposits and other borrowings such
  as Federal Funds purchased, short-term borrowings and long-term debt, including
  junior subordinated deferrable interest debentures. Besides the balances of
  interest-earning assets and interest-bearing liabilities, net interest income
  is affected by each Banks interest rate spread. This spread is the difference
  between the Banks average yield on interest-earning assets and the average
  rate paid on interest-bearing liabilities. The interest rate spread is affected
  by changes in interest rates, deposit flows and loan demand, among other factors.

The
  levels of non-interest income and non-interest expense also affect our profitability.
  A significant portion of our revenue is non-interest income of our Banks and
  non-bank subsidiaries consisting of investment trading fees and commissions,
  service fees, gains on the sale of mortgage loans and investment securities,
  and other fees. Non-interest expense consists of compensation and benefits,
  occupancy related expenses, deposit insurance premiums, expenses of opening
  bank offices, acquisition-related expenses and other operating expenses. Our
  profitability also is affected by our effective tax rate, our Banks provision
  for loan losses, and various non-recurring items.

Our
  approach to management of the spread between interest income and interest expense
  is described below under Results of Operations  Asset/Liability
  Management.

Critical Accounting
  Policies

The
  Companys accounting policies are fundamental to understanding managements
  discussion and analysis of results of operations and financial condition. Many
  of the Companys accounting policies require significant judgment regarding
  valuation of assets and liabilities. A summary of significant accounting policies
  is listed in Note 1 to the consolidated financial statements included elsewhere
  in this Annual Report. Critical accounting policies are both important to the
  portrayal of the Companys financial condition and results, and require
  managements most difficult,





24

---



subjective or complex
  judgments, often as a result of the need to make estimates about the effect
  of matters that are inherently uncertain.

Allowance
  for Loan Losses. The Companys most critical
  accounting policy relates to the allowance for loan losses and involves significant
  management valuation judgments. The Company performs periodic and systematic
  detailed reviews of its lending portfolio to assess overall collectability.
  The level of the allowance for loan losses reflects the Companys estimate
  of the collectability of the loan portfolio. Further discussion of the methodologies
  used in establishing this reserve is set forth below under Results of
  Operations  Provision for Loan Losses and Financial Condition
   Allowance for Loan Losses.

The
  Company makes various assumptions and judgments about the collectability of
  its loan portfolio and provides an allowance for losses based on a number of
  factors. If the Companys assumptions are wrong, its allowance for loan
  losses may not be sufficient to cover loan losses. The Company may have to increase
  the allowance in the future. Material additions to the Companys allowance
  for loan losses would have a material adverse effect on its net earnings.

The
  Company actively manages its past due and non-performing loans in each Bank
  in an effort to minimize credit losses and monitor asset quality to maintain
  an adequate loan loss allowance. Although management believes 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 information 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 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 an inability to pay dividends, among
  other adverse consequences.

Impairment
  of Goodwill Analysis. As required by the provisions
  of SFAS 142, the Company is required to review the goodwill for impairment at
  least annually or more frequently based upon facts and circumstances related
  to a particular reporting unit. Based upon its most recent analysis on December
  31, 2003, the Companys goodwill related to its banking subsidiaries is
  not impaired.

The
  fair value of the Companys non-bank financial subsidiaries (Gold Capital
  Management and CompuNet Engineering) fluctuates significantly based upon, among
  other factors, the net operating income of these subsidiaries. If these subsidiaries
  experience a sustained deterioration in their cash flow from operations, then
  the Company may have to record goodwill impairment charges.

During
  2002 and 2003, CompuNet Engineering did not earn a majority of its revenue from
  providing services to financial institutions. As a result, the Company was required
  under the BHC Act to divest itself of CompuNet. During the fourth quarter of
  2003, the Company announced its intent to dispose of CompuNet. As a result of
  the expected disposition of this business, the Company recorded additional impairment
  charges of $845,000 and $3.3 million in the third and fourth quarters of 2003
  to reduce the carrying value of the net assets (including the remaining goodwill)
  to their fair value. The Company sold CompuNet on February 4, 2004.

Deferred
  Income Taxes. SFAS 109, Accounting for Income Taxes,
  establishes financial accounting and reporting standards for the effect of income
  taxes. The objectives of accounting for income taxes are to recognize the amount
  of taxes payable or refundable for the current year and deferred tax liabilities
  and assets for the future tax consequences of events that have been recognized
  in an entitys financial statements or tax returns related to deferred
  income. Judgment is required in assessing the future tax consequences of events
  that have been recognized in the Companys financial statements or tax
  returns. Fluctuations in the actual outcome of these future tax consequences
  could materially impact the Companys financial position or its results
  of operations.



.

Results of Operations

Overview.During the year ended December 31, 2003, we sold two branches in rural
  Kansas with aggregate deposits of $38.0 million and recorded a gain of $1.8
  million on the transaction. We also sold five locations in Oklahoma with aggregate
  deposits of $98.0 million and recorded a gain of $3.9 million on the transactions.
  We further filed an application to merge Gold Bank  Oklahoma into Gold
  Bank  Kansas. The Company also signed an agreement to sell another branch
  of Gold Bank  Oklahoma located in Elkhart, Kansas with deposits of $28.1
  million, which was consummated on February 6, 2004. We also entered into
  an agreement to sell seven additional rural Kansas locations with

25

---



aggregate deposits
  of $317.3 million. This transaction was consummated on February 13, 2004.
  The Company further agreed to sell its technology subsidiary, CompuNet Engineering,
  Inc. and this transaction was consummated on February 4, 2004. In connection
  with the Company's decision to sell CompuNet, the Company recorded a pre-tax
  impairment charge of $4.1 million, of which $845,000 was recorded in the third
  quarter of 2003. The Company has restated their financial statements for 2002
  and 2001 to reflect the operations of CompuNet as discontinued operations.

During
  the year ended December 31, 2002, we acquired four branch locations from
  a banking institution with deposits aggregating $149 million. This purchase
  also resulted in the recording of an intangible asset of $3.4 million for core
  deposit premium. The Company also purchased a trust company for a cash price
  of $1.8 million. The Company sold four branches in rural Kansas locations with
  aggregate deposits of $66.7 million and recorded a gain of $2.4 million on the
  transaction.

During
  the year ended December 31, 2001, we acquired a branch of a savings institution,
  a technology services provider (Information Products, Inc.), and a securities
  company. The acquisitions were accounted for as purchase transactions. Total
  consideration paid for the 2001 acquisitions using the purchase method was $6.5
  million in excess of the fair value of the assets acquired in the purchases,
  which was accounted for as goodwill.

Net
  earnings from continuing operations for 2003 totaled $32.8 million, or $0.86
  per diluted share. Net earnings from continuing operations for 2002 totaled
  $25.7 million, or $0.78 per diluted share. Net earnings from continuing operations
  for 2001 totaled $22.8 million, or $0.66 per diluted share.

The
  $7.1 million increase in net earnings from continuing operations in 2003 was
  the result of increased net interest income of $18.4 million, accompanied by
  a decrease in the provision for loan losses of $6.4 million. The Company also
  had a decrease in other income of $3.9 million which was offset by an increase
  in non-interest expense of $11.5 million. Income tax expense also increased
  by $2.3 million.

The
  $2.9 million increase in net earnings from continuing operations in 2002 was
  the result of increased net interest income of $14.8 million, partially offset
  by an increase in the provision for loan losses of $4.1 million. The Company
  also had an increase in other income of $13.8 million which was accompanied
  by a decrease in non-interest expense of $14.2 million. Income tax expense also
  decreased by $7.4 million.

On
  January 15, 2004, we entered into a letter of understanding for the sale of
  our interest in CompuNet. This sale was consummated on February 4, 2004. We
  recorded a net loss from this discontinued operation of $3.4 million in 2003
  and net income of $474 thousand in 2002.

26

---



Net
  Interest Income. The following table presents our
  average balances, interest income and expense on a tax equivalent basis, and
  the related yields and rates on major categories of our interest-earning assets
  and interest-bearing liabilities for the periods indicated:



|                                                       |  | Year
        Ended December 31, |          
|------------------------------------------------------ |  | ------------------------------- | ---------
|                                                       |  |                                 |          
|                                                       |  | 2003                            |          
|                                                       |  |                                 |          
|                                                       |  | AverageBalance                  |          
|                                                       |  |                                 |          
|Assets:                                                |  |                                 |          
|Loans,
        net(1)                                  |  | $                               | 2,864,052
|Investment
        securities-taxable                  |  |                                 | 783,330  
|Investment
        securities-nontaxable(2)            |  |                                 | 75,619   
|Other
        earning assets                           |  |                                 | 98,325   
|                                                       |  |                                 |          
|Total
        earning assets                           |  |                                 | 3,821,326
|                                                       |  |                                 |          
|Noninterest-earning
        assets                     |  |                                 | 276,313  
|                                                       |  |                                 |          
|Total
        assets                                   |  | $                               | 4,097,639
|Liabilities
        and Stockholders Equity:          |  |                                 |          
|Savings
        deposits and interestbearing checking |  | $                               | 914,915  
|Time
        deposits                                  |  |                                 | 1,693,859
|Short-term
        borrowings                          |  |                                 | 144,845  
|Long-term
        borrowings                           |  |                                 | 773,679  
|                                                       |  |                                 |          
|Total
        interest-bearing liabilities             |  |                                 | 3,527,298
|                                                       |  |                                 |          
|Non-interest-bearing
        liabilities               |  |                                 | 332,371  
|Stockholders
        equity                           |  |                                 | 237,970  
|                                                       |  |                                 |          
|Total
        liabilities and stockholders equity     |  | $                               | 4,097,639
|                                                       |  |                                 |          
|Net
        interest income(3)                         |  |                                 |          
|                                                       |  |                                 |          
|Net
        interest spread                            |  |                                 |          
|                                                       |  |                                 |          
|Net
        interest margin(4)                         |  |                                 |          
|                                                       |  |                                 |          

______________

| | (1) | Non-accruing
        loans are included in the computation of average balance.
| | --- | ------------------------------------------------------------------------------

| | (2) | Yield
        is adjusted for the tax effect of tax exempt securities and loans. The
        tax effects in 2003, 2002, and 2001 were $1,534,000, $3,674,000, and $1,836,000,
        respectively.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | We
        include loan fees in interest income. Such fees totaled $6,784,000, $5,450,000
        and $6,357,000, in 2003, 2002, and 2001, respectively.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------

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

Total
  Interest Income.For 2003, total
  interest income increased $9.9 million, or 4.8%, on a fully taxable equivalent
  basis. The $9.9 million increase was the result of an increase in the balance
  of earning assets. The increase was partially offset by 99 basis point decrease
  in the average rate earned on earning assets. Interest income on loans increased
  $9.8 million, or 5.93%. For 2003, the average loan balance increased $472.8
  million, or 19.8%, and the yield earned on loans decreased from 6.90% in 2002
  to 6.10% in 2003. Interest income on investments increased $507 thousand, or
  1.3%. For 2003, the average investment balance (taxable and non-taxable) increased
  $232.2 million, or 37.0%. Interest income on non-taxable investments was positively
  impacted by the increase in the average balance outstanding, but was negatively
  impacted by the decrease in average rates earned.

27

---



For
  2002, total interest income decreased $3.0 million, or 1.5%, on a fully taxable
  equivalent basis. The $3.0 million decrease was primarily due to the 150 basis
  point decrease in the average rate earned on earning assets, which was partially
  offset by the increase in the balance of earning assets. Interest income on
  loans decreased $2.3 million, or 1.35%. For 2002, the average loan balance increased
  $425.5 million, or 21.6%, and the yield earned on loans decreased from 8.51%
  in 2001 to 6.90% in 2002. Interest income on investments increased $3.0 million,
  or 8.5%. For 2002, the average investment balance (taxable and non-taxable)
  increased $80.5 million, or 14.7%. Interest income on non-taxable investments
  was positively impacted by the increase in the average balance outstanding,
  as well as the increase in the average rate earned by 270 basis points.

For
  2001, total interest income decreased $1.5 million, or 0.8%, on a fully taxable
  equivalent basis. The $1.5 million decrease was primarily due to lower interest
  rates on outstanding loans which was partially offset by an increase in loan
  volume. Interest income on loans decreased $8.4 million, or 4.8%. For 2001,
  the average loan balance increased $97.3 million, or 5.2%, and the yield earned
  on loans decreased from 9.40% in 2000 to 8.51% in 2001. Interest income on investments
  increased $4.3 million, or 14.2%. For 2001, the average investment balance (taxable
  and non-taxable) increased $43.9 million, or 9.3%. Interest income on non-taxable
  investments was negatively impacted by the decrease in the average balance outstanding.

Total
  Interest Expense.Total interest
  expense was $91.7 million for 2003 compared to $98.0 million for 2002, a 6.5%
  decrease. Interest expense on savings and interest-bearing checking for 2003
  decreased $1.9 million, or 15.76%, as a result of a decrease in the rate to
  1.11% in 2003 compared to 1.49% in 2002. The decrease in the rate was partially
  offset by the volume increases related to the $105.0 million increase in the
  average balance from 2002. Interest expense on time deposits decreased $3.8
  million, or 7.3%, primarily as a result of a rate decrease to 2.90% compared
  to 3.75% for 2002, which was partially offset by an increase in the average
  balance of such deposits of $285.3 million, or 20.3%. Interest expense on combined
  short-term and long-term borrowings decreased $615 thousand, or 1.9%, primarily
  as a result of an increase in the average balance of such borrowings of $223.3
  million, or 32.1%, in 2003 compared to 2002.

Total
  interest expense was $98.0 million for 2002 compared to $117.7 million for 2001,
  a 16.7% decrease. Interest expense on savings and interest-bearing checking
  for 2002 decreased $5.9 million, or 32.80%, as a result of a decrease in the
  rate to 1.49% in 2002 compared to 2.60% in 2001. The decrease in the rate was
  partially offset by the $116.6 million increase in the average balance from
  2001. Interest expense on time deposits decreased $14.7 million, or 21.7%, primarily
  as a result of an increase in the average balance of such deposits of $229.6
  million, or 19.5%, and a rate decrease to 3.75% compared to 5.73% for 2001.
  Interest expense on combined short-term and long-term borrowings increased $904
  thousand, or 2.8%, primarily as a result of an increase in the average balance
  of such borrowings of $161.8 million, or 30.2%, in 2002 compared to 2001.

Net
  Interest Income.As
  a result of the changes described above on a fully taxable equivalent basis,
  net interest income increased $16.3 million, or 15.2%, for 2003 compared on
  a fully taxable equivalent basis to 2002. Net interest income increased $16.7
  million, or 18.3%, for 2002 compared to 2001 and decreased $4.3 million, or
  4.5%, for 2001 compared to 2000.

The
  following table summarizes the changes in net interest income on a tax equivalent
  basis, by major category of interest-earning assets and interest-bearing liabilities,
  identifying changes related to volumes and rates. Changes not solely due to
  volume or rate changes are allocated to rate. Management believes this allocation
  method, applied on a consistent basis, provides meaningful comparisons between
  periods.

28

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|                                                       |  | Year
        Ended December 31, |       
|------------------------------------------------------ |  | ------------------------------- | ------
|                                                       |  |                                 |       
|                                                       |  | 2003
        compared to 2002   |       
|                                                       |  |                                 |       
|                                                       |  | Volume                          |       
|                                                       |  |                                 |       
|                                                       |  | (Dollars
        in thousands)  |       
|Interest
        Income:                               |  |                                 |       
|Loans(1)                                               |  | $                               | 32,632
|Investment
        securities-taxable                  |  |                                 | 12,035
|Investment
        securities-non-taxable              |  |                                 | 838   
|Other
        earning assets                           |  |                                 | 475   
|                                                       |  |                                 |       
|Total
        interest income                          |  |                                 | 45,980
|Interest
        expense:                              |  |                                 |       
|Savings
        deposits and interest-bearing checking |  |                                 | 1,568 
|Time
        deposits                                  |  |                                 | 10,711
|Short-term
        borrowings                          |  |                                 | 210   
|Long-term
        borrowings                           |  |                                 | 11,538
|                                                       |  |                                 |       
|Total
        interest expense                         |  |                                 | 24,027
|                                                       |  |                                 |       
|Increase
        (decrease) in net interest income     |  | $                               | 21,953
|                                                       |  |                                 |       

______________

| | (1) | We
        include loan fees in interest income. Such fees totaled $6,784,000, $5,450,000,
        and $6,357,000 in 2003, 2002, and 2001, respectively.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------

Provision
  for Loan Losses. The provision for loan losses is
  a charge against income taken to maintain the allowance for loan losses at a
  level consistent with managements assessment of anticipated losses inherent
  in the loan portfolio in light of economic conditions, market trends and other
  factors, at a given point in time. The allowance for loan losses is based on
  a regular analysis of historical loss rates, specific reserves for loans separately
  identified and general reserves. The provision for loan losses was $13.1 million
  for 2003 compared to $19.4 million for 2002 or a 32.7% decrease. These provisions
  were made to reflect managements assessment of the change in the risk
  of certain loans and loan categories and for significant growth in outstanding
  loans. Provisions for 2003 primarily reflect allowances for a $8.2 million commercial/retail
  development, two loans of $5.7 million on two convenience stores and a commercial
  office building, and a $3.5 million residential development and construction
  loan. During 2003, gross loans, excluding loans held for sale, increased $305.8
  million or 11.2%. The majority of the loan growth occurred in the real estate
  and commercial loan portfolios. This loan growth accounted for more than one
  third of the increase in the provision for loan losses in 2003.Non-performing
  loans increased to $32.4 million as of December 31, 2003 as compared to $15.9
  million at December 31, 2002.

The
  provision for loan losses was $19.4 million for 2002 compared to $15.3 million
  for 2001, a 26.8% increase. Non-performing loans increased to $15.9 million
  as of December 31, 2002 as compared to $23.0 million at December 31, 2001. Part
  of the increase in provision for loan losses in 2001 was the result of charge-offs
  in our Oklahoma region with smaller increases in our Kansas and Florida markets.
  Approximately $6.8 million of the charge-offs in Gold Bank-Oklahoma can be attributed
  primarily to five borrowers. This includes one borrower who had pledged publicly
  traded common stock as collateral to secure a $3.0 million dollar loan. The
  common stock became worthless when it was delisted and the corporation subsequently
  declared bankruptcy in November 2001. We then charged off the outstanding loan
  balance on this loan. The second borrower was a distributor of sports apparel
  whose loan was placed on non-accrual in 2000 and was liquidated in 2001.

29

---



Non-Interest
  Income. The following table presents the components
  of our non-interest income for the years indicated:



|                                                                    |  | Year
        Ended December 31, |       
|------------------------------------------------------------------- |  | ------------------------------- | ------
|                                                                    |  |                                 |       
|                                                                    |  | 2003                            |       
|                                                                    |  |                                 |       
|                                                                    |  | (Dollars
        in thousands)  |       
|Service
        fees                                                |  | $                               | 17,626
|Investment
        trading fees and commissions                     |  |                                 | 5,004 
|Net
        gains on sales of mortgage loans                        |  |                                 | 2,746 
|Realized
        and unrealized gains (losses) on securities        |  |                                 | 1,877 
|Gain
        on sale of branch facilities                           |  |                                 | 5,738 
|Trust
        fees                                                  |  |                                 | 3,721 
|Bank-owned
        life insurance                                   |  |                                 | 3,717 
|Other
        income                                                |  |                                 | 1,129 
|                                                                    |  |                                 |       
|Total
        non-interest income                                   |  | $                               | 41,558
|                                                                    |  |                                 |       
|Non-interest
        income as a percentage of average total assets |  |                                 | 1.01  

Non-interest
  income was $41.6 million for 2003 compared to $45.5 million for 2002 an 8.6%
  decrease. This is due to a decrease in investment trading fees and commissions
  of $645,000 due to declining activity in the stock and bond markets. Gains on
  the sales of mortgage loans increased $545,000, or 24.8%, in 2003 due to the
  increased activity in mortgage refinancing and subsequent sales to the secondary
  market. Realized and unrealized gains on securities decreased from $9.5 million
  to $1.9 million. Approximately $2.9 million of such realized gains in 2002 came
  from the sale of an equity security that was an investment of our merchant banking
  subsidiary. The remainder of such realized gains in 2002 were primarily from
  the sale of a substantial portion of Gold Bank-Oklahomas portfolio of
  mortgage-backed securities, which had an average yield of approximately 7.5%.
  Faced with increasing prepayments on these higher yielding mortgage-backed securities,
  we decided to liquidate them and capture our gain on these securities. This
  situation did not exist in 2003 and therefore the gains on sales of securities
  returned to a more normal amount. Trust fees increased by $1.3 million due to
  increased marketing of trust services and the revenues derived from the George
  K. Baum acquisition. Gain on sale of branches increased from $2.4 million in
  2002 to $5.7 million in 2003 which was related to the sale of more branches
  in 2003 than in 2002. Other income decreased by $1.3 million primarily due to
  a decrease in the gain on sale of bank premises and equipment.

Non-interest
  income was $45.5 million for 2002 compared to $31.7 million for 2001, a 43.6%
  increase. Service fees increased $1.9 million due primarily to fee income on
  the investments of the Company. Investment trading fees and commissions declined
  by $368,000 due to declining activity in the stock and bond markets. Gains on
  the sales of mortgage loans increased $353,000, or 19.1%, in 2003 due to the
  increased activity in mortgage refinancing and subsequent sales to the secondary
  market. Realized and unrealized gains on securities increased from $1.7 million
  to $9.5 million. Approximately $2.9 million of such realized gains came from
  the sale of an equity security that was an investment of our merchant banking
  subsidiary. The remainder of such realized gains were primarily from the sale
  of a substantial portion of Gold Bank-Oklahomas portfolio of mortgage-backed
  securities, which had an average yield of approximately 7.5%. Faced with increasing
  prepayments on these higher yielding mortgage-backed securities, we decided
  to liquidate them and capture our gain on these securities. Trust fees increased
  by $117 thousand, due to increased marketing of trust services and the revenues
  derived from the George K. Baum acquisition. Other income increased by $1.1
  million.

30

---



Non-Interest
  Expense. The following table presents the components
  of non-interest expense for the years indicated:



|                                                                                                    |  | Year
        Ended December 31, |        
|--------------------------------------------------------------------------------------------------- |  | ------------------------------- | -------
|                                                                                                    |  |                                 |        
|                                                                                                    |  | 2003                            |        
|                                                                                                    |  |                                 |        
|                                                                                                    |  | (Dollars
        in thousands)  |        
|Salaries
        and employee benefits                                                              |  | $                               | 56,348 
|Net
        occupancy expense                                                                       |  |                                 | 7,652  
|Depreciation
        expense                                                                        |  |                                 | 6,653  
|Goodwill
        amortization expense                                                               |  |                                 |       
|Core
        deposit intangible amortization expense                                                |  |                                 | 751    
|Recovery
        of mortgage subsidiary closing expense                                             |  |                                 |       
|Losses
        and expenses (net of recoveries) resulting from misapplication of bank
        funds |  |                                 | (1,868 
|Professional
        services                                                                       |  |                                 | 5,837  
|Data
        processing expense                                                                     |  |                                 | 8,074  
|Advertising                                                                                         |  |                                 | 2,791  
|Postage                                                                                             |  |                                 | 1,256  
|Supplies                                                                                            |  |                                 | 1,058  
|Telephone                                                                                           |  |                                 | 2,208  
|Other                                                                                               |  |                                 | 13,646 
|                                                                                                    |  |                                 |        
|Total
        non-interest expense                                                                  |  | $                               | 104,406
|                                                                                                    |  |                                 |        
|Efficiency
        Ratio                                                                            |  |                                 | 66.01  
|                                                                                                    |  |                                 |        

Total
  non-interest expense was $104.4 million for 2003 compared to $92.9 million for
  2002, a 12.4% increase. This increase is primarily the result of increases in
  salaries and employee benefits of $7.8 million and increases in occupancy expenses
  of $1.4 million. The increase in salaries and benefits is directly due to the
  opening of new branch facilities and staffing them accordingly, and the recording
  of $1.6 million associated with the Companys restricted stock awards.
  The increase in occupancy expense is due to the opening of new branch facilities
  in 2003, as well as branch facilities that were opened during 2002. The Company
  also adopted the accounting standard relating to goodwill in 2002 and did not
  record any goodwill amortization in 2003. In 2003, the amount of improper credits
  and expenses related to the misconduct of Mr. Gullion and Mr. Rector
  were reimbursed through negotiated restitution agreements. This resulted in
  a decrease in non interest expense of $1.9 million because the net amount received
  through restitution exceeded expenses associated with the recovery. Professional
  services decreased from $6.1 million to $5.8 million, or a decrease of $370
  thousand. A significant portion of this decrease was from the costs of litigation
  in 2002 seeking protection of the Companys More Than Money
  trademark were much less in 2003. Data processing expenses increased $1.2 million
  due to adding facilities. Advertising expenses also increased $104 thousand,
  which was a result of increased marketing efforts at the Bank locations.

Total
  non-interest expense was $92.9 million for 2002 compared to $78.7 million for
  2001, a 18.1% increase. Salaries and employee benefits increased $4.9 million
  and occupancy expenses increased $1.4 million. Both of these increases are primarily
  the result of opening new facilities and staffing them accordingly. The adoption
  of the new accounting standard decreased non-interest expense in 2002 by $1.9
  million. In 2002, the amount of improper credits and expenses related to the
  misconduct of Mr. Gullion and Mr. Rector totaled $136,000 and are
  listed as Losses resulting from misapplication of bank funds. Professional
  services increased from $4.5 million to $6.1 million, or an increase of $1.6
  million. A significant portion of this increase was from the costs of litigation
  seeking protection of the Companys More Than Money trademark.
  Data processing expenses increased $2.3 million due to adding facilities. Advertising
  expenses also increased $675 thousand, which was a result of increased marketing
  efforts at the Bank locations.

31

---



Income
  Tax Expense. Income tax expense was $13.6 million
  for 2003 compared to $11.4 million for 2002, a $2.3 million, or 20.0%, increase.
  Income tax expense for 2002 was $11.4 million, or $7.4 million more than 2001.
  Income tax expense for 2001 was $4.0 million. The effective tax rates for 2003,
  2002 and 2001 were 29.4 %, 30.6% and 14.9%, respectively. The 2003 and 2002
  effective tax rates differ from the expected rate of 35% due primarily to the
  non-taxable income recorded from the Companys investment in their bank-owned
  life insurance policies and tax-exempt securities. In 2001, the effective tax
  rate was further reduced from the expected 35% rate by the tax adjustments generated
  by the use of a capital loss carryforward and the Regional Holding Company arbitration
  settlement award.

Discontinued
  Operations.During 2002 and 2003, CompuNet Engineering,
  Inc. did not earn a majority of its revenue from providing services to financial
  institutions. As a result, the Company was required under the Bank Holding Company
  Act to divest its interest in CompuNet. On January 15, 2004, we entered into
  a letter of understanding for the sale of our interest in CompuNet. This sale
  closed on February 4, 2004. We recorded a net loss from this discontinued operation
  of $3.4 million in 2003 and net income of $474 thousand in 2002. The 2003 loss
  included impairment charges of $4.1 million to reduce the carrying value of
  CompuNets net assets (primarily goodwill) to the estimated fair values.

32

---



The
  following table sets forth the maturities of interest-earning assets and interest-bearing
  liabilities outstanding at December 31, 2003.



|                                                                                    |  | Interest
        Rate Sensitivity |          
|----------------------------------------------------------------------------------- |  | --------------------------------- | ---------
|                                                                                    |  |                                   |          
|                                                                                    |  | 0-3Months                         |          
|                                                                                    |  |                                   |          
|                                                                                    |  | (Dollars
        in thousands)    |          
|Rate
        Sensitive Assets:                                                      |  |                                   |          
|Loans                                                                               |  | $                                 | 1,712,903
|Investment
        securities                                                       |  |                                   | 268,668  
|Other
        interest-bearing assets                                               |  |                                   | 38,693   
|                                                                                    |  |                                   |          
|Total
        rate sensitive assets                                                 |  | $                                 | 2,020,264
|                                                                                    |  |                                   |          
|Rate
        Sensitive Liabilities:                                                 |  |                                   |          
|Savings
        deposits and interest-bearing checking                              |  | $                                 | 915,212  
|Time
        deposits                                                               |  |                                   | 561,178  
|Short-term
        borrowings                                                       |  |                                   | 135,049  
|Long-term
        borrowings                                                        |  |                                   | 73,872   
|                                                                                    |  |                                   |          
|Total
        rate-sensitive liabilities                                            |  | $                                 | 1,685,311
|Interest
        Rate Derivatives                                                   |  |                                   | (227,550 
|                                                                                    |  |                                   |          
|Net
        gap                                                                     |  | $                                 | 107,403  
|                                                                                    |  |                                   |          
|Cumulative
        gap                                                              |  | $                                 | 107,403  
|                                                                                    |  |                                   |          
|Cumulative
        ratio of interest-earning assets to interest-bearing liabilities |  |                                   | 105.61   
|                                                                                    |  |                                   |          
|Ratio
        of cumulative gap to interest-earning assets                          |  |                                   | 5.32     
|                                                                                    |  |                                   |          

The
  cumulative gap value indicated above indicates that a small rise or fall in
  interest rates would not have a material effect on net interest income. Our
  ability to reprice rates on savings deposits and interest bearing checking accounts
  in line with our markets or need for deposits helps with the management of margins.
  Historically, rate changes on these deposits have not reflected the full effect
  of overall rate movements.

Financial Condition

Lending
  Activities

Commercial
  Loans.This category
  includes loans to service, retail, wholesale and light manufacturing businesses,
  including agricultural service businesses. Commercial loans were $893.3 million
  as of December 31, 2003, or 29.7% of total loans, as compared to $816.5 million
  as of December 31, 2002, or 29.9% of total loans. This increase of $76.8 million,
  or 9.4%, can be attributable to a continued increase in market share in the
  Kansas City metro area, and contributions from our expansion into the Oklahoma
  City, Oklahoma, Sarasota and Tampa, Florida markets.

Real
  Estate Construction.Commercial real estate loans totaled $656.2 million at December 31, 2003, compared
  to $357.4 million at December 31, 2002, an increase of $298.8 million, or 83.6%.
  This increase primarily reflects the continual increase in residential and commercial
  construction activity in Johnson County, Kansas, as well as an increased presence
  in our Florida market area.

Real
  Estate Loans.Real estate
  loans represent the largest class of our loans. We categorize real estate loans
  as follows:

33

---



| |  | Commercial.Commercial real estate loans increased to $996.0 million at December 31,
        2003 compared to $959.3 million at December 31, 2002, an increase of $36.7
        million, or 3.8%. This increase was the direct result of increased market
        share in the Kansas City metro area, continued expansion into the Oklahoma
        City marketplace, and new expansion into the Sarasota and Tampa Bay markets.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 1
        to 4 Family Residential. Residential loans totaled
        $224.0 million at December 31, 2003, compared to $260.3 million at December
        31, 2002, a decrease of $36.7 million, or 13.9%. Loans in this category
        consist primarily of owner-occupied residential loans. This decrease is
        due to the sale of loans held in our Florida charters portfolio,
        and due to significant refinancing due to all time record lows in interest
        rates in the home mortgage market.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Agricultural.This category consists of loans secured by agricultural
        real estate. Agricultural loans totaled $73.2 million at December 31,
        2003, compared to $81.2 million at December 31, 2002, a decrease of $8.0
        million, or 9.9%. This decrease in loans corresponds with a similar decrease
        in agricultural loans as the bank is focusing on improving its portfolio
        by adding additional security in the form of real estate, and properly
        structuring the borrowers balance sheet to improve cash flow.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Mortgage
        Loans Held for Sale.Mortgage loans held for sale
        represent residential loans intended to be sold to secondary investors
        and in the process of being delivered. Mortgage loans held for sale totaled
        $5.9 million at December 31, 2003, compared to $25.1 million at December
        31, 2002, a decrease of $19.3 million, or 76.6%. This decrease was the
        result of the timing of the sale of individual loans and the low volume
        of refinancing at the end of 2003.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Agricultural
  Loans.Agricultural loans are typically made to
  farmers, small corporate farms, and feed and grain dealers. Agricultural loans
  were $113.6 million as of December 31, 2003, as compared to $160.0 million as
  of December 31, 2002, a decrease of $46.4 million, or 29.0%. Agricultural loans
  as a percent of total loans decreased from 5.86% in 2002 to 3.77% in 2003. The
  decrease in agricultural loans was due to a continuing emphasis in reducing
  agricultural loan exposure and the sale of rural branches that contained this
  type of loan.

Consumer
  and Other Loans. Loans classified as consumer and
  other loans include automobile, other personal loans and credit card loans.
  The majority of these are installment loans with fixed interest rates. Consumer
  and other loans were $54.7 million as of December 31, 2003, compared to $70.4
  million as of December 31, 2002, a decrease of $15.7 million, or 22.3%. Consumer
  and other loans represented 1.81% of total loans as of December 31, 2003, a
  decrease from 2.58% as of December 31, 2002.

The
  following table presents the balance of each major category of our loans as
  of December 31 of each year.



|                                       |  | 2003                           |           | 2002 |        | 2001   |   | 2000      |  | 1999   |  
|-------------------------------------- |  | ------------------------------ | --------- | ---- | ------ | ------ | - | --------- |  | ------ | -
|                                       |  |                                |           |      |        |        |   |           |  |        |  
|                                       |  | Amount                         |           | %    |        | Amount |   | %         |  | Amount |  
|                                       |  |                                |           |      |        |        |   |           |  |        |  
|                                       |  | (Dollars
        in thousands) |          
|Commercial                             |  | $                              | 893,317   |      | 29.61  | %      | $ | 816,542   |  | 29.92  | %
|Real
        estate construction       |  |                                | 656,163   |      | 21.75  | %      |   | 357,351   |  | 13.08  | %
|Real
        estate(1)                 |  |                                | 1,293,943 |      | 42.86  | %      |   | 1,300,940 |  | 47.64  | %
|Loans
        held for sale            |  |                                | 5,883     |      | 0.20   | %      |   | 25,134    |  | 0.92   | %
|Agricultural                           |  |                                | 113,641   |      | 3.77   | %      |   | 159,950   |  | 5.86   | %
|Consumer
        and other loans       |  |                                | 53,975    |      | 1.81   | %      |   | 70,434    |  | 2.58   | %
|                                       |  |                                |           |      |        |        |   |           |  |        |  
|Total
        loans                    |  |                                | 3,016,922 |      | 100.00 | %      |   | 2,730,351 |  | 100.00 | %
|Less
        allowance for loan losses |  |                                | 34,017    |      |        |        |   | 33,439    |  |        |  
|                                       |  |                                |           |      |        |        |   |           |  |        |  
|Total                                  |  | $                              | 2,982,905 |      |        |        | $ | 2,696,912 |  |        |  
|                                       |  |                                |           |      |        |        |   |           |  |        |  

______________

| | (1) | Includes
        commercial real estate loans, agriculture real estate loans and 1 to 4
        family residential real estate loans.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

34

---



The
  following table sets forth the repricing of portfolio loans and the amount of
  loans with predetermined interest rates and floating rates outstanding as of
  December 31, 2003.



|                                 |  | 0-3Months                      |           | 4
        Monthsto 12Months |   | Over
        1 to5 Years |  | Over
        5Years |         | Total |  
|-------------------------------- |  | ------------------------------ | --------- | --------------------------- | - | ------------------------ |  | ------------------- | ------- | ----- | -
|                                 |  |                                |           |                             |   |                          |  |                     |         |       |  
|                                 |  | (Dollars
        in thousands) |          
|Loan
        category:           |  |                                |           |                             |   |                          |  |                     |         |       |  
|Commercial                       |  | $                              | 616,733   |                             | $ | 84,749                   |  | $                   | 184,978 |       | $
|Real
        estate construction |  |                                | 467,428   |                             |   | 25,560                   |  |                     | 154,863 |       |  
|Real
        estate              |  |                                | 498,824   |                             |   | 231,424                  |  |                     | 470,366 |       |  
|Loans
        held for sale      |  |                                | 2,137     |                             |   |                         |  |                     |        |       |  
|Agricultural
        loans       |  |                                | 104,791   |                             |   | 5,327                    |  |                     | 3,092   |       |  
|Consumer
        and other loans |  |                                | 22,989    |                             |   | 10,847                   |  |                     | 19,049  |       |  
|                                 |  |                                |           |                             |   |                          |  |                     |         |       |  
|Total
        Loans              |  | $                              | 1,712,903 |                             | $ | 357,906                  |  | $                   | 832,347 |       | $
|                                 |  |                                |           |                             |   |                          |  |                     |         |       |  

As
  of December 31, 2003, loans repricing after one year includes approximately
  $679 million in fixed rate loans and $267 million in floating or adjustable
  rate loans.

Asset
  Quality. We follow regulatory guidelines in placing
  loans on a non-accrual basis and place loans with doubtful principal repayment
  on a non-accrual basis, whether current or past due. We consider non-performing
  assets to include all non-accrual loans, other loans 90 days or more past due
  as to principal and interest, other real estate owned (OREO) and
  repossessed assets. We do 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 non-accrual status, any previously
  accrued and uncollected interest income is reversed against current income.
  We would have recorded additional interest in the amounts of $1,454,000, $763,000,
  and $1,955,000, for the years ended December 31, 2003, 2002, and 2001, respectively,
  if non-accrual loans had been current during these periods.

Restructured
  and impaired loans, other than non-accrual loans, are considered insignificant
  for all years presented.

Non-performing
  assets are summarized in the following table:





|                                                                      |  | December
        31,           |       
|--------------------------------------------------------------------- |  | ------------------------------ | ------
|                                                                      |  |                                |       
|                                                                      |  | 2003                           |       
|                                                                      |  |                                |       
|                                                                      |  | (Dollars
        in thousands) |       
|Loans:                                                                |  |                                |       
|Loans
        past due 90 days or more still accruing                 |  | $                              | 9,239 
|Non-accrual
        loans                                             |  |                                | 23,131
|                                                                      |  |                                |       
|                                                                      |  |                                |       
|Non-performing
        loans                                          |  |                                | 32,370
|Other
        assets                                                  |  |                                | 300   
|Foreclosed
        assets held for sale                               |  |                                | 6,362 
|                                                                      |  |                                |       
|                                                                      |  |                                |       
|Non-performing
        assets                                         |  | $                              | 39,032
|                                                                      |  |                                |       
|                                                                      |  |                                |       
|Non-performing
        loans as a percentage of total loans           |  |                                | 1.07  
|                                                                      |  |                                |       
|                                                                      |  |                                |       
|Non-performing
        assets as a percentage of total assets         |  |                                | 0.90  
|                                                                      |  |                                |       
|                                                                      |  |                                |       
|Non-performing
        assets as a percentage of total loans and OREO |  |                                | 1.29  
|                                                                      |  |                                |       

The
  increase during 2003 in non-performing loans can be largely attributed to three
  specific credits, which can be summarized as follows:

35

---



| |  | $8.2
        million commercial/retail development loan that, due to issues that jeopardized
        their corporate standing, remained past due over 90 days at year end.
        Subsequently those issues were addressed and we anticipate that this loan
        will return to performing status by the end of the first quarter of 2004.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Two
        related credits totaling $5.7 million placed on non-accrual status. The
        loans are secured by two convenience stores and a commercial office building.
        Subsequent to December 31, 2003, two of the properties were sold and the
        proceeds were used to reduce the total outstanding balance by $2.57 million.
        The Bank maintains an allowance of $134 thousand for the remaining balance
        of these credits.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | $3.5
        million residential development and construction loan. This note matured
        and the borrower lacked sufficient cash reserves or backlog to support
        renewal. The Bank maintains a $726 thousand allocated allowance in light
        of the value of the collateral supporting this loan.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
  substantial decrease during 2002 in non-performing loans resulted primarily
  through the collection or workout of five specific credits that were non-performing
  as of December 31, 2001. The action taken with respect to these non-performing
  loans can be summarized as follows:

| |  | Collection
        in full of a $1.3 million loan secured by a manufacturing facility in
        Oklahoma. As of December 31, 2001, the Bank maintained a specific allowance
        of $133 thousand for this secured loan.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Reduction
        of $1.3 million through the collection and charge-off of a loan with a
        company involved in the manufacturing and sales of cooling towers in Oklahoma.
        As of December 31, 2001, the Bank maintained an allowance of $203 thousand.
        During 2002, the Bank took a charge to the allowance of $440 thousand.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Collection
        of an $892 thousand loan secured by a nursing home facility. As of December
        31, 2001, the Bank maintained an allowance of $161 thousand for this loan.
        Upon final settlement, the Bank took a charge to the allowance of $192
        thousand.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Collection
        of a $1.16 million loan to a manufacturing company that was enhanced with
        guarantees from the State of Kansas and the Small Business Administration.
        As of December 31, 2001, the Bank maintained an allowance of $119 thousand
        for this credit, and upon final settlement in 2002 charged off $167 thousand
        against the allowance for loan losses.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Collection
        in full of a $1.5 million commercial real estate construction loan that
        had experienced numerous construction delays. As of December 31, 2001,
        the Bank maintained an allowance of $150 thousand for this credit.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
  drop in non-performing assets in 2002 also can be attributed to the liquidation
  of two commercial properties during 2002 that were acquired through a settlement
  agreement in 2001 from a company involved in the distribution of sports apparel
  located in Oklahoma and $1.1 million of proceeds related to the condemnation
  of land purchased as part of a real estate transaction involving a business
  acquaintance of Mr. Gullion for $4.4 million. See Item 13 
  Certain Relationships and Related Transactions in the 2002 Annual Report.

Allowance
  for Loan Losses. The success of a bank depends to
  a significant extent upon the quality of its assets, particularly loans. This
  is highlighted by the fact that net loans were 69.0% of our total assets as
  of December 31, 2003. Credit losses are inherent in the lending business. The
  risk of loss will vary with general economic conditions, the type of loan being
  made, the creditworthiness of the borrower over the term of the loan and the
  quality of the collateral in the case of a collateralized loan, among other
  things. Management maintains an allowance for loan losses based on 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 probable loan losses.

Each
  of the Banks, on a monthly basis, reviews its loan portfolio, and specifically
  analyzes loans which are internally classified as having above-average risk.
  Each Bank determines the level of reserves to be established for each type of
  loan based on historical losses, as adjusted for current economic conditions.
  For specific high risk loans, the Bank analyzes the collateral securing such
  loan to determine if adequate collateral value is available to cover the indebtedness
  in the event of default and liquidation of such collateral. If the Bank determines
  that the principal amount of the high risk loan minus the estimated liquidation
  value of the collateral is less than the specific loan loss reserve assigned
  to such loan, then





36

---



the Bank records an
  additional specific loan loss reserve for such loan. In general, increasing
  or decreasing risks in a certain industry type, or changes in the collateral
  value of specifically identified high risk loans, will impact negatively or
  positively on the reserve for loan losses.

We
  actively manage our past due and non-performing loans in each Bank in an effort
  to minimize credit losses and monitor asset quality to maintain an adequate
  loan loss allowance. Although management believes 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 information 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 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 our 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, 2003, totaled $34.0 million, or 1.13%
  of outstanding loans, compared to $33.4 million, or 1.23% of outstanding loans,
  at December 31, 2002. The increase in our allowance for loan losses during 2003
  reflects the $286.6 million or 10.5% increase in our loan portfolio. Our non-performing
  loans as a percentage of our total loans increased from 0.58% at December 31,
  2002 to 1.07% at December 31, 2003. See discussion in the provision for loan
  losses section for additional detail on the provision for loan loss and charge-offs.
  Charge-offs were $13.5 million, recoveries were $1.0 million and provisions
  charged to expense were $13.1 million in 2003.

The
  allowance for loan losses on December 31, 2002 totaled $33.4 million, a $7.3
  million increase from the prior year. As part of the internal investigation
  and the examination by bank regulatory authorities, a careful review was made
  of loans made by Gold Bank-Kansas, Gold Bank-Oklahoma or Gold Bank-Florida in
  which Mr. Gullion had a role in initiating or approving the loans. Based
  on an analysis of the creditworthiness of the borrowers on those loans and the
  value of any collateral securing those loans, bank regulatory authorities indicated
  that Gold Bank-Kansas should increase its allowance for loan losses by $2.0
  million as of December 31, 2002. Charge-offs were $13.8 million, recoveries
  were $1.8 million and provisions charged to expenses were $19.4 million in 2002.

The
  allowance for loan losses on December 31, 2001, totaled $26.1 million, a $83
  thousand decrease from the prior year. Charge-offs were $17.1 million, recoveries
  were $1.7 million and provisions charged to expenses were $15.3 million in 2001.

37

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The
  following table sets forth activity in our allowance for loan losses during
  the periods indicated.



|                                                           |  | Year
        Ended December 31, |          
|---------------------------------------------------------- |  | ------------------------------- | ---------
|                                                           |  | 2003                            |          
|                                                           |  | (Dollars
        in thousands)  |          
|Total
        net loans outstanding at the end of the year |  | $                               | 2,982,904
|Average
        net loans outstanding during the year      |  |                                 | 2,829,594
|Allowance
        for loan losses, beginning of the year   |  |                                 | 33,439   
|Charge-offs:                                               |  |                                 |          
|Commercial                                                 |  |                                 | 8,780    
|Real
        estate                                        |  |                                 |          
|Commercial                                                 |  |                                 | 355      
|Construction                                               |  |                                 | 1,102    
|1
        to 4 family residential                          |  |                                 | 709      
|Agricultural                                               |  |                                 | 184      
|Loans
        held for sale                                |  |                                 |         
|Total
        real estate                                  |  |                                 | 2,350    
|Agricultural                                               |  |                                 | 1,380    
|Consumer
        and other                                 |  |                                 | 1,012    
|Total
        charge-offs                                  |  |                                 | 13,522   
|Recoveries:                                                |  |                                 |          
|Commercial                                                 |  |                                 | 497      
|Real
        estate                                        |  |                                 |          
|Commercial                                                 |  |                                 | 39       
|Construction                                               |  |                                 | 50       
|1
        to 4 family residential                          |  |                                 | 59       
|Agricultural                                               |  |                                 | 3        
|Loans
        held for sale                                |  |                                 |         
|Total
        real estate                                  |  |                                 | 151      
|Agricultural                                               |  |                                 | 72       
|Consumer
        and other                                 |  |                                 | 316      
|Total
        recoveries                                   |  |                                 | 1,036    
|Net
        charge-offs                                    |  |                                 | 12,486   
|Provision
        charged to operations                    |  |                                 | 13,064   
|Adjustments
        due to acquired companies              |  |                                 |         
|Allowance
        for loan losses, end of year             |  | $                               | 34,017   
|Ratios:                                                    |  |                                 |          
|Allowance
        as a percentage of total loans           |  |                                 | 1.13     
|Net
        charge-offs to average loans outstanding       |  |                                 | 0.41     
|Allowance
        as a percentage of non-performing loans  |  |                                 | 105.08   

38

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The
  following table sets forth the allocation of our allowances for loans losses
  among categories of loans as of December 31, 2003, 2002, 2001 and 2000:



|                                 |  | Dec.
        31, 2003Amount |        | Percent
        ofLoans inEachCategoryto TotalLoans |        | Dec.
        31, 2002Amount |  | Percent
        ofLoans inEachCategoryto TotalLoans |        | Dec.
        31, 2001Amount |        | Percent
        ofLoans inEachCategoryto TotalLoans |  | Dec.
        31, 2000Amount |        | Percent
        ofLoans inEachCategoryto TotalLoans |       
|-------------------------------- |  | --------------------------- | ------ | --------------------------------------------------- | ------ | --------------------------- |  | --------------------------------------------------- | ------ | --------------------------- | ------ | --------------------------------------------------- |  | --------------------------- | ------ | --------------------------------------------------- | ------
|                                 |  | (Dollars in thousands)      |       
|                                 |  |                             |        |                                                     |        |                             |  |                                                     |        |                             |        |                                                     |  |                             |        |                                                     |       
|Commercial                       |  | $                           | 10,584 |                                                     | 29.61  | %                           |  | $                                                   | 11,408 |                             | 29.92  | %                                                   |  | $                           | 7,598  |                                                     | 29.12 
|Real
        estate construction |  |                             | 6,477  |                                                     | 21.73  | %                           |  |                                                     | 4,114  |                             | 13.08  | %                                                   |  |                             | 2,459  |                                                     | 9.42  
|Real
        estate              |  |                             | 14,578 |                                                     | 42.86  | %                           |  |                                                     | 14,976 |                             | 47.64  | %                                                   |  |                             | 12,173 |                                                     | 46.65 
|Loans
        held for sale      |  |                             | 295    |                                                     | 0.20   | %                           |  |                                                     | 289    |                             | 0.92   | %                                                   |  |                             | 137    |                                                     | 0.52  
|Agricultural                     |  |                             | 1,273  |                                                     | 3.77   | %                           |  |                                                     | 1,841  |                             | 5.86   | %                                                   |  |                             | 2,373  |                                                     | 9.09  
|Consumer
        and other       |  |                             | 810    |                                                     | 1.81   | %                           |  |                                                     | 811    |                             | 2.58   | %                                                   |  |                             | 1,357  |                                                     | 5.20  
|Total                            |  | $                           | 34,017 |                                                     | 100.00 | %                           |  | $                                                   | 33,439 |                             | 100.00 | %                                                   |  | $                           | 26,097 |                                                     | 100.00
|                                 |  |                             |        |                                                     |        |                             |  |                                                     |        |                             |        |                                                     |  |                             |        |                                                     |       

The
  allocation percentages assigned to each category of loans have been developed
  based on an analysis of historical loss rates, specific reserves and general
  reserves. The amount of real estate construction loans increased as a result
  of significant activity in the major metropolitan areas the banks serve. Agricultural
  loans decreased due to the sale of our rural branches. In addition, the Company,
  upon the suggestion of the bank regulatory authorities, increased its allowance
  of loan losses allocated to commercial loans in 2002 to reflect those loans
  in which Mr. Gullion had a role in initiating or approving and either the creditworthiness
  of the borrower or the collateral securing such loan necessitated such additional
  provision. The portion of the allowance allocated to real estate and real estate
  construction loans increased by approximately $2.8 million and $1.7 million,
  respectively, primarily as a result of the increased loans in those categories.

Investment
  Activities. Our investment portfolio serves three
  important functions: first, it facilitates the adjustment of the balance sheets
  sensitivity to changes in interest rate movements; second, it provides an outlet
  for investing excess funds; and third, it provides liquidity. The investment
  portfolio is structured to maximize the return on invested funds within conservative
  risk management guidelines. The portfolio is comprised primarily of available
  for sale securities, which includes U.S. Treasury securities, U.S. government
  agency obligations, state municipal obligations, Federal Reserve Bank stock,
  Fannie Mae stock, and Federal Home Loan Bank stock. The U.S. government agency
  obligations include Federal Home Loan Mortgage Corporation (FHLMC)
  notes, Fannie Mae notes and mortgage-backed securities, Federal Home Loan Bank
  notes and Government National Mortgage Association (GNMA) mortgage-backed
  securities. As of December 31, 2003, the available for sale portfolio totaled
  $842.9 million, including a net unrealized gain of $3.4 million.

The
  investment portfolio increased $250.0 million, or 34.0%, during 2003. During
  2002, the investment portfolio increased $147.3 million, or 25.0%. The investment
  portfolio increased $62.8 million, or 12.0%, during 2001.

The
  composition of the investment portfolio as of December 31, 2003 was 61.0% U.S.
  Treasury and agency securities, 5.0% state and municipal securities, 24.5% mortgage-backed
  securities, 1.0% trading securities and 8.5% other securities. The comparable
  distribution for December 31, 2002 was 19.5% U.S. Treasury and agency securities,
  10.5% state and municipal securities, 57.7% mortgage-backed securities, 0.5%
  trading securities and 11.8% other securities. The investment portfolio represented
  22.8% and 19.3% of total assets at December 31, 2003 and 2002, respectively.
  The composition of the investment portfolio as of December 31, 2001 was 9.6%
  U.S. Treasury and agency securities, 11.0% state and municipal securities, 67.5%
  mortgage-backed securities, 1.1% trading securities and 10.8% other securities.
  The estimated maturity of the investment portfolio on December 31, 2003 was
  three years.

39

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The
  following table sets forth the composition of our investment portfolio at the
  dates indicated.



|                                                               |  | At
        December 31,        |        
|-------------------------------------------------------------- |  | ------------------------------ | -------
|                                                               |  | 2003                           |        
|Securities
        held to maturity:(1)                        |  | (Dollars
        in thousands) |        
|U.S.
        Treasury and other U.S. agencies and corporations |  | $                              | 698    
|Other                                                          |  |                                | 44,510 
|Obligations
        of states and political subdivisions       |  |                                | 955    
|Mortgage-backed
        securities                             |  |                                | 87,329 
|                                                               |  |                                |        
|Total                                                          |  | $                              | 133,492
|Securities
        available for sale:(2)                      |  |                                |        
|U.S.
        Treasury and other U.S. agencies and corporations |  | $                              | 600,555
|Obligations
        of states and political subdivisions       |  |                                | 48,613 
|Mortgage-backed
        securities                             |  |                                | 153,859
|Held
        for trading(3)                                    |  |                                | 9,692  
|Other(4)                                                       |  |                                | 39,873 
|                                                               |  |                                |        
|Total
        investment securities                            |  | $                              | 986,084

______________

|    |                                                                                          | 
|--- | ---------------------------------------------------------------------------------------- | 
|(1) | Held
        to maturity securities are carried at amortized cost.                      
|(2) | Available for sale securities are
      carried at fair value.                          
|(3) | Trading securities are carried at
      fair value.                                     
|(4) | Includes Federal Home Loan Bank
      stock, Federal Reserve stock and Fannie Mae stock.
|    |                                                                                          | 

The
  following table sets forth a summary of maturities in the investment portfolio
  at December 31, 2003.



|                                                               |  | One
        year or less                          |       | Over
        One YearThrough 5 Years |      | Over
        5 YearsThrough 10 Years |   | Over
        10 years |  | Total  |  
|-------------------------------------------------------------- |  | ------------------------------------------------- | ----- | ------------------------------------ | ---- | ------------------------------------ | - | --------------------- |  | ------ | -
|                                                               |  | Amount                                            |       | WeightedYield                        |      | Amount                               |   | WeightedYield         |  | Amount |  
|                                                               |  | (At
        carrying value)(Dollars in thousands) |      
|U.S.
        Treasury and other U.S. agencies and corporations |  | $                                                 | 1,675 |                                      | 1.47 | %                                    | $ | 546,190               |  | 2.91   | %
|Obligations
        of states and political subdivisions       |  |                                                   | 1,527 |                                      | 4.07 | %                                    |   | 13,241                |  | 4.17   | %
|Mortgage-backed
        securities                             |  |                                                   |      |                                      |     |                                      |   | 9                     |  | 6.76   | %
|Other                                                          |  |                                                   |      |                                      |     |                                      |   | 41                    |  | 3.74   | %
|Total                                                          |  | $                                                 | 3,202 |                                      | 2.71 | %                                    | $ | 559,481               |  | 2.94   | %
|                                                               |  |                                                   |       |                                      |      |                                      |   |                       |  |        |  

The
  above table does not include trading securities of $9.7 million and investments
  without stated maturities of $39.0 million, which consists
  principally of Federal Home Loan Bank stock.

Leveraging
  Our Capital. Because U.S. government agency securities
  have a risk-based capital weight of only 20% (compared to a 100% risk-based
  capital weight for commercial loans), we have leveraged our capital through
  investments in such securities. We have increased our investments in U.S. government
  agency issued mortgaged-backed securities financed by repurchase agreements
  and advances from the Federal Home Loan Bank. We have matched the expected 3
  to 5-year duration of these mortgage-backed securities with repurchase agreements
  and Federal Home Loan Bank advances with similar maturities to achieve a favorable
  interest rate spread. Because these mortgage-backed securities may prepay faster
  or slower than we anticipate, we may not achieve our expected interest rate
  spread on these securities.

40

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Deposit
  Activities. Deposits are the major source of our
  Banks funds for lending and other investment purposes. In addition to
  deposits, our Banks derive funds from interest payments, loan principal payments,
  loan and securities 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. Our 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 our 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 thousand or more), and retirement
  savings plans. Our Banks have aggressively attempted to obtain deposits in selected
  markets to increase market share or meet particular liquidity needs. We have
  used brokered deposits and have sought to attract deposits outside our market
  areas. On December 31, 2003, we had approximately $602.3 million of deposits,
  compared with $249.6 million on December 31, 2002, which were obtained through
  brokers. Brokered deposits represented 19.0% of our total deposits as of December
  31, 2003.

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

During
  2003, average balances of non-interest bearing demand deposits increased $49.6
  million, or 19.2%; average balances of savings and interest bearing deposits
  increased $105.0 million, or 13.0%; and average balances of time deposits increased
  $285.3 million, or 20.3%. As of December 31, 2003, the balance of total deposits
  had increased $447.9 million compared to December 31, 2002. This increase is
  due to increases of $47.7 million in time deposits less than $100 thousand,
  a $335.2 million increase in time deposits greater than $100 thousand, and a
  $10.0 million increase in savings and now accounts. Approximately $352.7 million
  of the increase was the direct result of increases in brokered deposits.

During
  2002, average balances of non-interest bearing demand deposits decreased $21.3
  million, or 9.0%; average balances of savings and interest bearing deposits
  increased $116.6 million, or 16.8%; and average balances of time deposits increased
  $229.6 million, or 19.5%. As of December 31, 2002, the balance of total deposits
  had increased $552.7 million compared to December 31, 2001. This increase is
  primarily due to decreases of $189.9 million in time deposits less than $100 thousand,
  a $153.9 million increase in time deposits greater than $100 thousand, and a
  $170.4 million increase in savings and now accounts. Approximately $149 million
  of the increase was the direct result of purchasing four bank branches from
  Encore Bank in 2002.

During
  2001, average balances of non-interest bearing demand deposits decreased $21.6
  million, or 8.3%; average balances of savings and interest bearing deposits
  increased $83.4 million, or 13.7%; and average balances of time deposits increased
  $62.9 million, or 5.6%.

41

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



|                                                     |  | Year
        Ended December 31, |          
|---------------------------------------------------- |  | ------------------------------- | ---------
|                                                     |  |                                 |          
|                                                     |  | 2003                            |          
|                                                     |  |                                 |          
|                                                     |  | AverageBalance                  |          
|                                                     |  |                                 |          
|                                                     |  | (Dollars
        in thousands)  |          
|Non-interest
        bearing demand                  |  | $                               | 307,690  
|Savings
        deposits and Interest-bearing demand |  |                                 | 914,915  
|Time
        deposits                                |  |                                 | 1,693,859
|                                                     |  |                                 |          
|Total                                                |  | $                               | 2,916,464
|                                                     |  |                                 |          

The
  aggregate average balance of brokered time deposits was $418.6 million, $205.6
  and $38.0 million for the years ended December 31, 2003, 2002 and 2001,
  respectively.

We
  do not have a concentration of deposits from any one source the loss of which
  would have a material adverse effect on our business.

The
  following table sets forth a summary of our deposits at the dates indicated.



|                                            |  | December
        31,           |          
|------------------------------------------- |  | ------------------------------ | ---------
|                                            |  |                                |          
|                                            |  | 2003                           |          
|                                            |  |                                |          
|                                            |  | (Dollars
        in thousands) |          
|Non-interest-bearing                        |  | $                              | 355,637  
|Interest-bearing:                           |  |                                |          
|Savings
        and NOW accounts            |  |                                | 915,212  
|Time
        deposits less than $100,000    |  |                                |          
|Brokered                                    |  |                                | 154,245  
|Retail                                      |  |                                | 866,541  
|Time
        deposits greater than $100,000 |  |                                |          
|Brokered                                    |  |                                | 448,031  
|Retail                                      |  |                                | 424,777  
|                                            |  |                                |          
|Total
        deposits                      |  | $                              | 3,164,443
|                                            |  |                                |          

42

---



The
  increase in interest-bearing brokered deposits in 2003 and 2002 was a result
  of the need of additional deposits to fund the increase in loans in our higher
  growth metropolitan markets.

The
  following table summarizes at December 31, 2003, our certificates of deposit
  of $100,000 or more by time remaining until maturity (dollars in thousands).



|Maturity
        Period:                      |   |           | 
|--------------------------------------------- | - | --------- | 
|Less
        than three months                | $ | 272,094   | 
|Over
        three months through six months  |   | 178,552   | 
|Over
        six months through twelve months |   | 152,974   | 
|Over
        twelve months                    |   | 427,761   | 
|                                              |   |           | 
|Total                                         | $ | 1,031,381 | 
|                                              |   |           | 

We
  have no other time deposits in excess of $100,000.

Derivative Financial
  Instruments

In
  August 2002, we entered into three interest rate swap agreements with an aggregate
  notional amount of $82.5 million. The interest rate swaps are derivative financial
  instruments and were designated as fair value hedges of the trust preferred
  securities. Each swap had a notional amount equal to the outstanding principal
  amount of the related trust preferred securities, together with the same payment
  dates, maturity date and call provisions as the related trust preferred securities.
  Under each of the swaps, we paid interest at a variable rate equal to a spread
  over 90-day LIBOR, adjusted quarterly, and we received a fixed rate equal to
  the interest that we are obligated to pay on the related trust preferred securities.

A
  $28.7 million notional amount swap agreement was called by the counter-party
  and terminated on April 7, 2003. A $16.3 million notional amount swap agreement
  was called by the counter-party and terminated on June 30, 2003. Under
  these swap agreements, no payments were due between the parties and no gain
  or loss was recognized by us when they were called. There are no current plans
  to replace these terminated swap agreements. The remaining swap agreement with
  a national amount of $37.6 million is also callable by the counter-party prior
  to its respective maturity date.

In
  August 2003, we entered into seven interest rate swap agreements with an aggregate
  notional amount of $190 million for the purpose of effectively converting $190
  million of fixed rate FHLB borrowings into floating rate obligations. The interest
  rate swaps are derivative financial instruments and have been designated as
  fair value hedges of the FHLB borrowings. Each swap has a notional amount equal
  to the outstanding principal amount of the related FHLB borrowings, together
  with the same payment dates, maturity date and call provisions as the related
  FHLB borrowings. Under each of the swaps, we pay interest at a variable rate
  equal to a spread over 30-day LIBOR, adjusted monthly, and we receive a fixed
  rate equal to the interest that we are obligated to pay on the related FHLB
  borrowings.

The
  use of derivative financial instruments is intended to reduce the Companys
  interest rate exposure. Derivative financial instruments held by the Company
  for purposes of managing interest rate risk are summarized as follows:





|                            |  | December
        31            |        
|--------------------------- |  | ------------------------------ | -------
|                            |  |                                |        
|                            |  | 2003                           |        
|                            |  |                                |        
|                            |  | Notionalamount                 |        
|                            |  |                                |        
|                            |  | (Dollars
        in thousands) |        
|Interest
        rate swaps |  | $                              | 227,550
|                            |  |                                |        

The
  notional amounts of derivative financial instruments do not represent amounts
  exchanged by the parties and, therefore, are not a measure of the Companys
  credit exposure through its use of these instruments. The credit exposure represents
  the accounting loss the Company would incur in the event the counterparties
  failed completely to perform according to the terms of the derivative financial
  instruments and the collateral held to support the credit exposure was of no
  value.

43

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During
  the year ended December 31, 2003, we received net cash flows of $4.3 million
  under the three agreements, which was recorded as a reduction of interest expense
  on borrowings.

Capital and Liquidity

Sources
  of Liquidity. Liquidity defines our ability, and
  the ability of our 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 our 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 our Banks investment portfolios. Our Banks also have established a
  credit facility with the Federal Home Loan Bank, under which our Banks are eligible
  for short-term advances and long-term borrowings secured by real estate loans
  or mortgage-related investments. Our liquidity needs and funding are provided
  through non-affiliated bank borrowing, cash dividends and tax payments from
  our subsidiary Banks.

Cash
  provided by operating activities for 2003 was $125.4 million, consisting primarily
  of net earnings adjusted for non-cash items, loan loss provision (which was
  offset by origination of loans held for sale) and an increase in other assets.
  Cash used in investing activities was $725.4 million, consisting primarily of
  increased loans of approximately $352.3 million, purchases of held-to-maturity
  securities of $70.9 million, and an increase in available for sale securities
  of $900.3 million. Net activity in financing consisted of an increase in deposits
  of approximately $580.0 million, principal payments on long-term debt of $166.0
  million, and proceeds from issuance of long-term debt of $249.0 million, which
  resulted in net cash provided of $621.3 million.

We
  and our subsidiaries actively monitor our 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 retention of earnings or capital infusions. To
  be well capitalized a companys total risk-based capital ratio,
  tier 1 risk-based capital ratio and tier 1 leverage ratio would be at least
  10.0%, 6.0% and 5.0%, respectively. Our total risk-based capital ratio, tier
  1 risk-based capital ratio and tier 1 leverage ratio at December 31, 2003 were
  10.78%, 8.87% and 7.01%, respectively. These same ratios at December 31, 2002
  were 11.02%, 8.61% and 6.96%, respectively.

The
  principal source of funds at the holding company level is dividends from the
  Banks. The payment of dividends is subject to restrictions imposed by federal
  and state banking laws and regulations. At December 31, 2003, our subsidiary
  banks could pay $13.7 million in dividends to us and still remain well capitalized.
  Management believes funds generated from the dividends from our subsidiaries
  and our existing lines of credit will be sufficient to meet our current cash
  requirements. However, if we continue at our current rate of internal growth,
  we will need to raise additional equity to remain well capitalized.

LaSalle
  Line of Credit. We have a revolving line of credit
  with LaSalle Bank National Association (LaSalle Credit Line). On
  July 1, 2003, we entered into an amendment with LaSalle Bank to reduce the maximum
  amount that we may borrow from $25 million to $10 million and extend the maturity
  date from July 1, 2003 to July 1, 2004. Interest accrues on advances under the
  LaSalle Credit Line at our option at a rate equal to either LIBOR plus 1.25%
  per annum or LaSalle Banks prime rate (but in no event will the interest
  rate under the LaSalle Credit Line be less than 3.5% per annum). We draw on
  the LaSalle Credit Line from time to time to fund various corporate matters
  including making contributions to our bank subsidiaries to help them maintain
  their well-capitalized status. As of December 31, 2003, we had an
  outstanding balance of approximately $1.5 million on the LaSalle Credit Line,
  which was paid off in the first quarter of 2004.

As
  a result of the misappropriation of funds by Mr. Gullion and the actions
  taken by the bank regulatory authorities in response thereto, we were in default
  under the LaSalle Credit Line. We have obtained a waiver from LaSalle Bank with
  respect to this default.

ESOP
  Loan Agreement.Under the Amended and Restated Loan
  Agreement, dated as of February 8, 2002 (ESOP Loan Agreement), of
  our Employees Stock Ownership Plan (the ESOP) with LaSalle
  Bank, the ESOP may borrow up to $15 million. Loans under the ESOP Loan Agreement
  bear interest, at the ESOPs option, at either LaSalle Banks Prime
  Base Rate or LIBOR plus 1.75%. As of December 31, 2003, the ESOP has approximately
  $11.6 million outstanding under the ESOP Loan Agreement, which it borrowed to
  purchase our common stock. We guarantee the ESOPs obligations under

44

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the ESOP Loan Agreement.
  We currently do not anticipate that the ESOP will need to borrower any further
  amounts under the ESOP Loan Agreement.

As
  a result of the misappropriation of funds by Mr. Gullion and the actions
  taken by the bank regulatory authorities in response thereto, the ESOP was in
  default under the ESOP Loan Agreement. We have obtained a waiver from LaSalle
  Bank with respect to this default.

Federal
  Home Loan Banks of Des Moines, Topeka and Atlanta.Gold Bank-Kansas had approximately $16 million outstanding as of December 31,
  2003 under its credit agreement with Federal Home Loan Bank of Des Moines (FHLB-Des
  Moines). Gold Bank-Kansas also had approximately $404.7 million of advances
  outstanding as of December 31, 2003 under its credit agreement with the
  Federal Home Loan Bank of Topeka (FHLB-Topeka). As of December 31,
  2003, Gold Bank-Florida had approximately $70.0 million of advances outstanding
  under its credit agreement with the Federal Home Loan Bank of Atlanta (FHLB-Atlanta).
  The Federal Home Loan Banks of Des Moines and Topeka could assert that the events
  described above under Item 3 of this Annual Report under the caption Regulatory
  Examinations and Supervisory Actions above permit them to declare Gold
  Bank-Kansas in default if such events were to have a material adverse effect
  on Gold Bank-Kansas. We do not believe that such events have had a material
  adverse effect on Gold Bank-Kansas or that Gold Bank-Kansas is in default under
  these agreements. However, neither the FHLB-Des Moines or the FHLB-Topeka is
  willing to waive any potential defaults that might rise under the agreements
  if such events were to ultimately have a material adverse effect on Gold Bank-Kansas.

Gullion
  Restitution.On May 20, 2003, Gold Bank-Kansas
  entered into a restitution agreement with Mr. Gullion, pursuant which Gold
  Bank-Kansas received restitution of approximately $2.3 million. A more detailed
  discussion of this restitution agreement is set forth under Note 9 Gullion
  Restitution to the Companys Financial Statements in the Companys
  Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003.
  On November 21, 2003, the Company and Gold Bank-Kansas entered into a second
  Restitution and Settlement Agreement with Mr. Gullion. Pursuant to the
  terms and conditions of this second Restitution and Settlement Agreement, the
  Company received a final restitution payment from Mr. Gullion in the amount
  of $1.2 million on November 26, 2003. As a condition of this second agreement,
  the Company and Mr. Gullion released any and all claims they may have against
  one another.

Capital.We and our subsidiaries actively monitor the subsidiaries 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,
  our Banks have increased core capital through retention of earnings or capital
  infusions. The primary source of funds available to us is dividends by our subsidiaries.
  Each Banks ability to pay dividends may be limited by regulatory requirements.
  At December 31, 2003, our subsidiaries could pay dividends of $74.4 million
  without prior regulatory approval.

BOLI
  Policies.The Banks have purchased bank-owned life
  insurance (BOLI) policies with death benefits payable to the Banks
  on the lives of certain officers. These single premium, whole-life policies
  provide favorable tax benefits, but are illiquid investments. Federal guidelines
  limit a banks aggregate investment in BOLI to 25% of the banks capital
  and surplus, and its aggregate investment in BOLI policies from a single insurance
  company to 15% of the banks capital and surplus. All of the Banks
  BOLI investments comply with federal guidelines. As of December 31, 2003,
  Gold Bank-Kansas had $44.7 million of BOLI (equal to 23.3% of its capital and
  surplus) compared to $28.8 million (16.2% of its capital and surplus) as of
  December 31, 2002, an increase of $15.9 million or 55.2%. As of December 31,
  2003, Gold Bank-Oklahoma had $21.7 million of BOLI (equal to 24.3% of its capital
  and surplus), compared to $16.6 million (19.9% of its capital and surplus) as
  of December 31, 2002, an increase of $5.1 million , or 30.7%. As of December
  31, 2003, Gold Bank-Florida had $13.7 million of BOLI (equal to 24.0% of its
  capital and surplus), compared to $11.1 million (23.0% of its capital and surplus)
  as of December 31, 2002, an increase of $2.6 million, or 23.4%.

In
  January 2003, Gold Bank-Kansas, Gold Bank-Oklahoma and Gold Bank-Florida increased
  their BOLI investments by $14 million, $4 million and $2 million, respectively.
  The aggregate BOLI investment of each Bank is now just below the maximum regulatory
  limit. The Banks monitor the financial condition and credit rating of each of
  the three life insurance companies that issued the BOLI policies. The Company
  believes that these BOLI investments will not have any significant impact on
  the capital or liquidity of the Banks.

CompuNetActivities.CompuNet Engineering, Inc., which was acquired in March 1999, provides information
  technology, e-commerce services and networking solutions for banks and other
  businesses. Under current Federal Reserve

45

---



regulations, the data
  processing activities of a bank holding company and its subsidiaries must be
  done primarily for financial companies, and non-financial data processing activities
  must be limited to 30% of the bank holding companys total consolidated
  annual data processing revenues. When the Company acquired CompuNet, the aggregate
  data processing activities of the Company and CompuNet complied with this 30%
  limitation.

On
  December 21, 2000, the Federal Reserve published a proposed regulation that
  would permit a financial holding company to generate up to 80% of its consolidated
  data processing revenue from non-financial data processing activities. The proposed
  regulation limits the investment of a financial holding company in such data
  processing activities to 5% of the financial holding companys tier 1 capital.
  The comment period on the proposed regulation expired on February 16, 2001.

In
  2001, CompuNet acquired the assets of Information Products, Inc., which provides
  technology services, including LAN, WAN, product support, telecommunication
  line monitoring, hardware, maintenance and systems design and installation across
  all industry sectors. This acquisition significantly increased the amount of
  CompuNets non-financial data processing activities. For the year ended
  December 31, 2003, approximately 60% of CompuNets revenues were non-financial
  in nature, and thus not in compliance with the Federal Reserves current
  30% limitation. On February 4, 2004, the Company sold its interest in CompuNet
  Engineering to Computer Source, Inc.

Commitments, Contractual
  Obligations, and Off-Balance Sheet Arrangements

Various
  commitments and contingent liabilities arise in the normal course of business,
  which are not required to be recorded on the consolidated balance sheet. The
  most significant of these are loan commitments totaling approximately $903.9
  million (including approximately $36.1 million in unused approved credit card
  lines) and standby letters of credit, totaling approximately $51.3 million at
  December 31, 2003. The Company has various other financial instruments with
  off-balance sheet risk, such as commercial letters of credit and commitments
  to purchase and sell when-issued securities. Since many commitments expires
  unused or only partially used, these totals do not necessarily reflect future
  cash requirements. Management does not anticipate any material losses arising
  from commitments and contingent liabilities and believes there are no material
  commitments to extend credit that represent risks of an unusual nature.

A
  table summarizing contractual cash obligations of the Company at December 31,
  2003 and the expected timing of these payments follows:



|                                    |  |  | Payments
        Due By Period | 
|----------------------------------- |  |  | ------------------------------ | 
|                                    |  | 
|(In
        Thousands)              |  |  |                                | 
|                                    |  |  |                                | 
|Long-term
        debt obligations  |  |  |                                | 
|Operating
        lease obligations |  |  |                                | 
|Purchase
        obligations        |  |  |                                | 
|Time
        Open and C.D.s        |  |  |                                | 
|                                    |  |  |                                | 
|Total                               |  |  |                                | 
|                                    |  |  |                                | 

Impact of Inflation
  and Changes Prices

The
  primary impact of inflation on our operations is reflected in increased 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 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.

Impact of Recently
  Issued Accounting Standards

The
  Financial Accounting Standards Board (FASB) issued Interpretation No. 46R (FIN
  46R), Consolidation of Variable Interest Entities, in December 2003.
  FIN 46R clarifies the requirements that investments in variable interest entities
  (VIE) be consolidated by the entity that has a variable interest that will absorb
  a majority of the VIEs expected losses if they occur, receive a majority
  of the VIEs expected returns, or both. Public companies must apply the
  unmodified provisions of the Interpretation to special-purpose entities
  by the end of the first reporting period ending after December 15, 2003.
  Public companies, other than small business issuers, must apply the revised
  Interpretation by the end of the first reporting period beginning after December
  15, 2003 to all entities that are not special-purpose entities. The Company
  adopted the provisions of FIN 46R at December 31, 2003. The effect of such adoption
  was the deconsolidation of the Trusts, which have issued Trust Preferred Securities.

The
  Financial Accounting Standards Board issued Statement No. 150, Accounting
  for Certain Financial Instruments with Characteristics of Both Liabilities and
  Equity, in May 2003. Statement No. 150 established standards for how an
  issuer classifies, measures and discloses in its financial statements certain
  financial instruments with characteristics of both liabilities and equity. The
  Statement requires that an issuer classify financial instruments that are within
  its scope as a liability (or an asset in some circumstances). Such financial
  instruments include (i) financial instruments that are issued in the form of
  shares that are mandatorily redeemable; (ii) financial instruments that embody
  an obligation to repurchase the issuers equity shares, or are indexed
  to such an obligation, and that require the issuer to settle the obligation
  by transferring assets; and (iii) financial instruments that embody an obligation
  that the issuer may settle by issuing a variable number of its equity shares
  if, at inception, the monetary value of the obligation is predominately based
  on a fixed amount, variations in something other than the fair value of the
  issuers equity shares, or variations inversely related to changes in the
  fair value of the issuers equity shares. Statement No. 150 was effective
  for contracts entered into or modified after May 31, 2003, and was otherwise
  effective at the beginning of the first interim period beginning after June
  15, 2003. Adoption of the Statement on July 1, 2003 did not have a significant
  impact on the Companys Consolidated financial statements.

Forward Looking
  Information and Statements

The
  information included or incorporated by reference in this Amended Report contains
  certain forward-looking statements with respect to the financial condition,
  results of operations, plans, objectives, future financial performance and business
  of our Company and its subsidiaries, including, without limitation:

| |  | statements
        that are not historical in nature
| | - | ----------------------------------------------------

46

---



| |  | statements
        preceded by, followed by or that include the words believes,
        expects, may, will, should,
        could, anticipates, estimates, intends
        or similar expressions
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | statements
        regarding the timing of the closing of the branch sales
| | - | --------------------------------------------------------------------------

Forward-looking
  statements are not guarantees of future performance or results. They involve
  risks, uncertainties and assumptions. Actual results may differ materially from
  those contemplated by the forward-looking statements due to, among others, the
  following factors:

| |  | the
        ability to consummate the merger with SAC Acquisition Corp., a subsidiary
        of Silver Acquisition Corp.
| | - | -------------------------------------------------------------------------------------------------------------------------

| |  | inability
        to obtain waivers of defaults under our credit facilities or find alternative
        financing
| | - | -----------------------------------------------------------------------------------------------------------------

| |  | transition
        and strategies of new management
| | - | ---------------------------------------------------

| |  | changes
        in interest margins on loans
| | - | --------------------------------------------

| |  | changes
        in allowance for loan losses
| | - | --------------------------------------------

| |  | changes
        in the interest rate environment
| | - | ------------------------------------------------

| |  | competitive
        pressures among financial services companies may increase significantly
| | - | -------------------------------------------------------------------------------------------

| |  | general
        economic conditions, either nationally or in our markets, may be less
        favorable than expected
| | - | ---------------------------------------------------------------------------------------------------------------------

| |  | legislative
        or regulatory changes may adversely affect the business in which our Company
        and its subsidiaries are engaged
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| |  | technological
        changes may be more difficult or expensive than anticipated
| | - | ---------------------------------------------------------------------------------

| |  | changes
        may occur in the securities markets
| | - | ---------------------------------------------------

These
  risks and other risks are described in Exhibit 99.1 to this Annual Report and
  are incorporated herein by reference.

47

---



|ITEM
        7A. | QUANTITATIVE
        AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|---------------- | ------------------------------------------------------------------

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 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, we and our Banks use an asset/liability modeling service
  to analyze each Banks current gap position. The system simulates our Banks
  asset and liability base and projects future net interest income results under
  several interest rate assumptions. We strive to maintain an aggregate gap position
  such that changes in interest rates will not affect net interest income by more
  than 10% in any 12 month period. The Company utilizes interest rate swap agreements
  to assist in the management of interest rate sensitivity as described under
  "Item 7 - Management's Discussion and Analysis of Results of Operation
  and Financial Condition." The use of such derivative financial instruments
  is intended to reduce the Companys interest rate exposure.

The
  following table indicates that, at December 31, 2003, if there had been a sudden
  and sustained increase in prevailing market interest rates, our 2004 net interest
  income would be expected to increase, while a decrease in rates would indicate
  a decrease in income.



|Changes
        in Interest Rate |  | Net
        InterestIncome     |         | Change |   | PercentChange |   |      |    | 
|-------------------------------- |  | ------------------------------ | ------- | ------ | - | ------------- | - | ---- | -- | 
|                                 |  |                                |         |        |   |               |   |      |    | 
|                                 |  | (Dollars
        in thousands) |         |        |   |              
|200
        basis point rise     |  | $                              | 129,892 |        | $ | 5,868         |   | 4.7  | %  | 
|100
        basis point rise     |  |                                | 128,091 |        |   | 4,067         |   | 3.3  | %  | 
|Base
        rate scenario       |  |                                | 124,024 |        |   |              |   |     |    | 
|50
        basis point decline   |  |                                | 121,166 |        |   | (2,858        | ) | (2.3 | )% | 
|100
        basis point decline  |  |                                | 115,746 |        |   | (8,278        | ) | (6.7 | )% | 

48

---



|ITEM
        8. | FINANCIAL
        STATEMENTS AND SUPPLEMENTARY DATA
|--------------- | ---------------------------------------------------

Independent
  Auditors Report

The Board of DirectorsGold Banc Corporation, Inc.:

We
  have audited the accompanying consolidated balance sheets of Gold Banc Corporation,
  Inc. and subsidiaries (the Company) as of December 31, 2003 and 2002, and the
  related consolidated statements of operations, stockholders equity and
  comprehensive income, and cash flows for each of the years in the three-year
  period ended December 31, 2003. These consolidated financial statements are
  the responsibility of the Companys management. Our responsibility is to
  express an opinion on these consolidated financial statements based on our audits.

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

In
  our opinion, the consolidated financial statements referred to in the first
  paragraph present fairly, in all material respects, the financial position of
  Gold Banc Corporation, Inc. and subsidiaries as of December 31, 2003 and 2002,
  and the results of their operations and their cash flows for each of the years
  in the three year-period ended December 31, 2003, in conformity with accounting
  principles generally accepted in the United States of America.

As
  discussed in Note 1 to the consolidated financial statements, effective January
  1, 2002, the Company adopted the provisions of Statement of Financial Accounting
  Standards (SFAS) No. 142, Goodwill and Other Intangible Assets.
  As discussed in Note 2 to the consolidated financial statements, during
  the fourth quarter of 2003, the Company announced its intent to dispose of CompuNet
  Engineering, Inc., a wholly-owned subsidiary of the Company. The assets, liabilities
  and results of operation of CompuNet are included in discontinued operations
  in the accompanying consolidated financial statements.



|/s/
        KPMG LLP                                                                                                 |  |  | 
|-------------------------------------------------------------------------------------------------------------------- |  |  | 
|                                                                                                                     |  |  | 
|Kansas
        City, MissouriMarch 5, 2004, except as to
      Note 25, which
        is as of
        March10, 2004 |  |  | 

49

---



GOLD
  BANC CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED
  BALANCE SHEETSDecember 31, 2003 and 2002(Dollars in thousands)



|                                                          |  | 2003 |           | 2002 |  
|--------------------------------------------------------- |  | ---- | --------- | ---- | -
|                                                          |  |      |           |      |  
|ASSETS                                                    |  |      |           |      |  
|Cash
        and due from banks                           |  | $    | 78,124    |      | $
|Federal
        funds sold and interest-bearing deposits  |  |      | 38,978    |      |  
|                                                          |  |      |           |      |  
|Total
        cash and cash equivalents                   |  |      | 117,102   |      |  
|                                                          |  |      |           |      |  
|Investment
        securities:                            |  |      |           |      |  
|Available-for-sale                                        |  |      | 842,900   |      |  
|Held-to-maturity                                          |  |      | 133,492   |      |  
|Trading                                                   |  |      | 9,692     |      |  
|                                                          |  |      |           |      |  
|Total
        investment securities                       |  |      | 986,084   |      |  
|                                                          |  |      |           |      |  
|Mortgage
        loans held for sale, net                 |  |      | 5,883     |      |  
|Loans,
        net                                        |  |      | 2,977,021 |      |  
|Premises
        and equipment, net                       |  |      | 63,131    |      |  
|Goodwill                                                  |  |      | 31,082    |      |  
|Other
        intangible assets, net                      |  |      | 6,084     |      |  
|Accrued
        interest and other assets                 |  |      | 52,117    |      |  
|Cash
        surrender value of bank-owned life insurance |  |      | 80,218    |      |  
|Assets
        of discontinued operation                  |  |      | 3,903     |      |  
|                                                          |  |      |           |      |  
|Total
        assets                                      |  | $    | 4,322,625 |      | $
|                                                          |  |      |           |      |  

50



---







|                                                                                                                                                                  |  | 2003 |           | 2002 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ---- | -
|LIABILITIES
        AND STOCKHOLDERS EQUITY                                                                                                                      |  |      |           |      |  
|Liabilities:                                                                                                                                                      |  |      |           |      |  
|Deposits                                                                                                                                                          |  | $    | 3,164,443 |      | $
|Securities
        sold under agreements to repurchase                                                                                                            |  |      | 127,789   |      |  
|Federal
        funds purchased and other short-term borrowings                                                                                                   |  |      | 7,260     |      |  
|Subordinated
        debt                                                                                                                                         |  |      | 114,851   |      |  
|Long-term
        borrowings                                                                                                                                      |  |      | 631,526   |      |  
|Accrued
        interest and other liabilities                                                                                                                    |  |      | 26,411    |      |  
|Liabilities
        of discontinued operation                                                                                                                     |  |      | 628       |      |  
|Total
        liabilities                                                                                                                                         |  |      | 4,072,908 |      |  
|Stockholders
        equity:                                                                                                                                     |  |      |           |      |  
|Preferred
        stock, no par value; 50,000,000 shares authorized, no shares issued                                                                             |  |      |          |      |  
|Common
        stock, $1 par value; 50,000,000 shares authorized, and 44,567,417 and
        44,188,384 shares issued at December 31, 2003 and 2002, respectively |  |      | 44,567    |      |  
|Additional
        paid-in capital                                                                                                                                |  |      | 122,444   |      |  
|Retained
        earnings                                                                                                                                         |  |      | 132,082   |      |  
|Accumulated
        other comprehensive income (loss), net                                                                                                        |  |      | (2,812)   |      |  
|Unearned
        compensation                                                                                                                                     |  |      | (12,275)  |      |  
|                                                                                                                                                                  |  |      | 284,006   |      |  
|Less
        treasury stock (4,774,575 and 4,721,510 shares at December 31, 2003 and
        2002, respectively.)                                                 |  |      | (34,289)  |      |  
|Total
        stockholders equity                                                                                                                                |  |      | 249,717   |      |  
|Commitments
        and contingent liabilities                                                                                                                    |  |      |           |      |  
|Total
        liabilities and stockholders equity                                                                                                                |  | $    | 4,322,625 |      | $

See
  accompanying notes to consolidated financial statements.

51

---



GOLD
  BANC CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED
  STATEMENTS OF OPERATIONSYear ended December 31, 2003, 2002, and 2001(Dollars in thousands)



|                                                                                             |  | 2003 |         | 2002 |   | 2001    |   |   |         |  
|-------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | - | - | ------- | -
|                                                                                             |  |      |         |      |   |         |   |   |         |  
|Interest
        income:                                                                     |  |      |         |      |   |         |   |   |         |  
|Loans,
        including fees                                                                |  | $    | 174,743 |      | $ | 165,044 |   | $ | 167,296 |  
|Investment
        securities                                                                |  |      | 37,346  |      |   | 34,613  |   |   | 33,451  |  
|Other                                                                                        |  |      | 1,921   |      |   | 2,275   |   |   | 6,054   |  
|Total
        interest income                                                                |  |      | 214,010 |      |   | 201,932 |   |   | 206,801 |  
|Interest
        expense:                                                                    |  |      |         |      |   |         |   |   |         |  
|Deposits                                                                                     |  |      | 59,229  |      |   | 64,980  |   |   | 85,583  |  
|Borrowings
        and other                                                                 |  |      | 32,423  |      |   | 33,039  |   |   | 32,135  |  
|Total
        interest expense                                                               |  |      | 91,652  |      |   | 98,019  |   |   | 117,718 |  
|Net
        interest income                                                                  |  |      | 122,358 |      |   | 103,913 |   |   | 89,083  |  
|Provision
        for loan losses                                                            |  |      | 13,064  |      |   | 19,420  |   |   | 15,314  |  
|Net
        interest income after provision for loan losses                                  |  |      | 109,294 |      |   | 84,493  |   |   | 73,769  |  
|Other
        income:                                                                        |  |      |         |      |   |         |   |   |         |  
|Service
        fees                                                                         |  |      | 17,626  |      |   | 17,457  |   |   | 15,526  |  
|Investment
        trading fees and commissions                                              |  |      | 5,004   |      |   | 5,649   |   |   | 6,017   |  
|Net
        gains on sales of mortgage loans                                                 |  |      | 2,746   |      |   | 2,201   |   |   | 1,848   |  
|Unrealized
        gains (losses) on trading securities                                      |  |      | 30      |      |   | (42     | ) |   | (51     | )
|Realized
        gains on sale of securities                                                 |  |      | 1,847   |      |   | 9,542   |   |   | 1,702   |  
|Gain
        on sales of branch facilities                                                   |  |      | 5,738   |      |   | 2,380   |   |   |        |  
|Bank-owned
        life insurance                                                            |  |      | 3,717   |      |   | 3,463   |   |   | 3,038   |  
|Other                                                                                        |  |      | 4,850   |      |   | 4,837   |   |   | 3,594   |  
|Total
        other income                                                                   |  |      | 41,558  |      |   | 45,487  |   |   | 31,674  |  
|Other
        expense:                                                                       |  |      |         |      |   |         |   |   |         |  
|Salaries
        and employee benefits                                                       |  |      | 56,348  |      |   | 48,584  |   |   | 43,658  |  
|Net
        occupancy expense                                                                |  |      | 7,652   |      |   | 6,218   |   |   | 5,627   |  
|Depreciation
        expense                                                                 |  |      | 6,653   |      |   | 6,250   |   |   | 5,774   |  
|Goodwill
        amortization expense                                                        |  |      |        |      |   |        |   |   | 1,788   |  
|Core
        deposit intangible amortization expense                                         |  |      | 751     |      |   | 500     |   |   | 173     |  
|Recovery
        of mortgage subsidiary closing expense                                      |  |      |        |      |   |        |   |   | (4,569  | )
|Losses
        and expenses resulting from misapplication of bank funds, net of recoveries   |  |      | (1,868  | )    |   | 136     |   |   | 1,099   |  
|Other                                                                                        |  |      | 34,870  |      |   | 31,177  |   |   | 25,095  |  
|Total
        other expense                                                                  |  |      | 104,406 |      |   | 92,865  |   |   | 78,645  |  
|Net
        earnings from continuing operations before income taxes                          |  |      | 46,446  |      |   | 37,115  |   |   | 26,798  |  
|Income
        tax expense                                                                   |  |      | 13,644  |      |   | 11,372  |   |   | 3,982   |  
|Net
        earnings from continuing operation                                               |  |      | 32,802  |      |   | 25,743  |   |   | 22,816  |  
|Net
        earnings (loss) from discontinued operation, net of tax                          |  |      | s3,392  | )    |   | 474     |   |   | 465     |  
|Net
        earnings                                                                         |  | $    | 29,410  |      | $ | 26,217  |   | $ | 23,281  |  
|Net
        earnings from continuing operations per sharebasic and diluted                  |  |      | 0.86    |      |   | 0.76    |   |   | 0.66    |  
|Net
        earnings (loss) from discontinued operations per sharebasic and
        diluted |  |      | (0.09   | )    |   | 0.02    |   |   | 0.01    |  
|Net
        earnings per share  basic and diluted                                           |  | $    | 0.77    |      | $ | 0.78    |   | $ | 0.67    |  

See
  accompanying notes to consolidated financial statements.

52

---



GOLD
  BANC CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED
  STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOMEYears Ended December 31, 2003, 2002, and 2001(Dollars in thousands)



|                                                                           |  | Preferredstock |   | CommonStock |        | Additionalpaid-incapital |         | Retainedearnings |         | AccumulatedOtherComprehensiveIncome (loss) |         | Unearnedcompensation |          | Treasurystock |         | Total |   |         |      |   | 
|-------------------------------------------------------------------------- |  | -------------- | - | ----------- | ------ | ------------------------ | ------- | ---------------- | ------- | ------------------------------------------ | ------- | -------------------- | -------- | ------------- | ------- | ----- | - | ------- | ---- | - | 
|                                                                           |  |                |   |             |        |                          |         |                  |         |                                            |         |                      |          |               |         |       |   |         |      |   | 
|Balance
        at December 31, 2000                                       |  | $              |  |             | 38,286 |                          | 76,152  |                  | 63,534  |                                            | (836)   |                      | (3,802   | )             | (5,795  | )     | $ | 169,211 |      |   | 
|Net
        earnings for 2001                                              |  |                |  |             |       |                          |        |                  | 23,281  |                                            |        |                      |         |               |        |       |   | 23,281  |      |   | 
|Change
        in unrealized gain on available-for-sale securities         |  |                |  |             |       |                          |        |                  |        |                                            |         | (844)                |          |              |         |      |   |         | (844 | ) | 
|Total
        comprehensive income for 2001                                |  |                |  |             |       |                          |        |                  | 23,281  |                                            | (844)   |                      |         |               |        |       |   | 22,437  |      |   | 
|Exercise
        of 66,174 stock options                                   |  |                |  |             | 66     |                          | 432     |                  |        |                                            |        |                      |         |               |        |       |   | 498     |      |   | 
|Purchase
        of 3,617,010 shares of treasury stock                     |  |                |  |             |       |                          |        |                  |        |                                            |        |                      |         |               | (25,140 | )     |   | (25,140 | )    |   | 
|Allocation
        of 95.090 shares held by Employee Stock Ownership Plan  |  |                |  |             |       |                          |        |                  |        |                                            |        |                      | 362      |               |        |       |   | 362     |      |   | 
|Dividends
        paid ($0.08 per common share)                            |  |                |  |             |       |                          |        |                  | (2,828  | )                                          |        |                      |         |               |        |       |   | (2,828  | )    |   | 
|Balance
        at December 31, 2001                                       |  | $              |  |             | 38,352 |                          | 76,584  |                  | 83,987  |                                            | (8)     |                      | (3,440   | )             | (30,935 | )     | $ | 164,540 |      |   | 
|Net
        earnings for 2002                                              |  |                |  |             |       |                          |        |                  | 26,217  |                                            |        |                      |         |               |        |       |   | 26,217  |      |   | 
|Change
        in unrealized gain on available-for-sale securities         |  |                |  |             |       |                          |        |                  |        |                                            | 3,497   |                      |         |               |        |       |   | 3,497   |      |   | 
|                                                                           |  |                |   |             |        |                          |         |                  |         |                                            |         |                      |          |               |         |       |   |         |      |   | 
|Total
        comprehensive income for 2002                                |  |                |  |             |       |                          |        |                  | 26,217  |                                            | 3,497   |                      |         |               |        |       |   | 29,714  |      |   | 
|Exercise
        of 86,310 stock options                                   |  |                |  |             | 86     |                          | 188     |                  |        |                                            |        |                      |         |               |        |       |   | 274     |      |   | 
|Issuance
        of 5,750,000 shares of common stock                       |  |                |  |             | 5,750  |                          | 41,295  |                  |        |                                            |        |                      |         |               |        |       |   | 47,045  |      |   | 
|Allocation
        of 105,378 shares held by Employee Stock Ownership Plan |  |                |  |             |       |                          | 190     |                  |        |                                            |        |                      | 568      |               |        |       |   | 758     |      |   | 
|Purchase
        of 304,500 shares of treasury stock                       |  |                |  |             |       |                          |        |                  |        |                                            |        |                      |         |               | (2,185  | )     |   | (2,185  | )    |   | 
|Increase
        in unearned compensation                                  |  |                |  |             |       |                          |        |                  |        |                                            |        |                      | (9,560)  |               |        |       |   | (9,560  | )    |   | 
|Dividends
        paid ($0.08 per common share)                            |  |                |  |             |       |                          |        |                  | (2,812  | )                                          |        |                      |         |               |        |       |   | (2,812  | )    |   | 
|                                                                           |  |                |   |             |        |                          |         |                  |         |                                            |         |                      |          |               |         |       |   |         |      |   | 
|Balance
        at December 31, 2002                                       |  | $              |  |             | 44,188 |                          | 118,257 |                  | 107,392 |                                            | 3,489   |                      | (12,432) |               | (33,120 | )     | $ | 227,774 |      |   | 
|Net
        earnings for 2003                                              |  |                |  |             |       |                          |        |                  | 29,410  |                                            |        |                      |         |               |        |       |   | 29,410  |      |   | 
|Change
        in unrealized gain on available-for-sale securities         |  |                |  |             |       |                          |        |                  |        |                                            | (6,301) |                      |         |               |        |       |   | (6,301  | )    |   | 
|                                                                           |  |                |   |             |        |                          |         |                  |         |                                            |         |                      |          |               |         |       |   |         |      |   | 
|Total
        comprehensive income for 2003                                |  |                |  |             |       |                          |        |                  | 29,410  |                                            | (6,301) |                      |         |               |        |       |   | 23,109  |      |   | 
|Exercise
        of 271,000 stock options                                  |  |                |  |             | 271    |                          | 1,812   |                  |        |                                            |        |                      |         |               |        |       |   | 2,083   |      |   | 
|Restricted
        stock awards                                            |  |                |  |             | 108    |                          | 1,525   |                  |        |                                            |        |                      | (650     | )             |        |       |   | 983     |      |   | 
|Allocation
        of 284,005 shares held by Employee Stock Ownership Plan |  |                |  |             |       |                          | 850     |                  |        |                                            |        |                      | 1,807    |               |        |       |   | 2,657   |      |   | 
|Purchase
        of 583,065 shares of treasury stock                       |  |                |  |             |       |                          |        |                  |        |                                            |        |                      |         |               | (6,896  | )     |   | (6,896  | )    |   | 
|Sale
        of 530,000 shares of treasury stock                           |  |                |  |             |       |                          |        |                  |        |                                            |        |                      |         |               | 5,727   |       |   | 5,727   |      |   | 
|Increase
        in unearned compensation                                  |  |                |  |             |       |                          |        |                  |        |                                            |        |                      | (1,000   | )             |        |       |   | (1,000  | )    |   | 
|                                                                           |  |                |   |             |        |                          |         |                  |         |                                            |         |                      |          |               |         |       |   |         |      |   | 
|Dividends
        paid ($0.12 per common share)                            |  |                |  |             |       |                          |        |                  | (4,720  | )                                          |        |                      |         |               |        |       |   | (4,720  | )    |   | 
|                                                                           |  |                |   |             |        |                          |         |                  |         |                                            |         |                      |          |               |         |       |   |         |      |   | 
|Balance
        at December 31, 2003                                       |  | $              |  |             | 44,567 |                          | 122,444 |                  | 132,082 |                                            | (2,812) |                      | (12,275  | )             | (34,289 | )     | $ | 249,717 |      |   | 

54

---



GOLD
  BANC CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED
  STATEMENTS OF CASH FLOWSYears ended December 31, 2003, 2002, and 2001(Dollars in thousands)



|                                                                                                              |  | 2003 |          | 2002 |   | 2001       |   |   |          |   |  | 
|------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | ---- | - | ---------- | - | - | -------- | - |  | 
|Cash
        flows from operating activities:                                                                 |  |      |          |      |   |            |   |   |          |   |  | 
|Net
        earnings                                                                                          |  | $    | 29,410   |      | $ | 26,217     |   | $ | 23,281   |   |  | 
|Income
        (loss) from discontinued operation                                                             |  |      | (3,392   | )    |   | 474        |   |   | 465      |   |  | 
|Adjustments
        to reconcile net earnings to net cash provided by operating activities:                   |  |      |          |      |   |            |   |   |          |   |  | 
|Provision
        for loan losses                                                                             |  |      | 13,064   |      |   | 19,420     |   |   | 15,314   |   |  | 
|Allocation
        of ESOP shares                                                                             |  |      | 2,657    |      |   | 758        |   |   | 362      |   |  | 
|Non-cash
        compensation expense                                                                         |  |      | 1,642    |      |   |           |   |   |         |   |  | 
|Losses
        on the sale of securities                                                                      |  |      | (1,847   | )    |   | (9,542     | ) |   | (1,702   | ) |  | 
|Extinguishment
        of notes payable                                                                       |  |      |         |      |   |           |   |   | (4,080   | ) |  | 
|Non-cash
        portion of recovery from restitution agreements                                              |  |      | (2,300   | )    |   |           |   |   |         |   |  | 
|Gains
        on the sale of loans                                                                            |  |      | (2,746   | )    |   | (2,201     | ) |   | (1,848   | ) |  | 
|Depreciation
        and amortization                                                                         |  |      | 7,404    |      |   | 6,892      |   |   | 8,029    |   |  | 
|Amortization
        of investment securities premium, net                                                    |  |      | 5,854    |      |   | 1,242      |   |   | 439      |   |  | 
|Gain
        on sale of branches                                                                              |  |      | (5,738   | )    |   | (2,380     | ) |   |         |   |  | 
|Loss
        on the sale of assets, net                                                                       |  |      | 296      |      |   |           |   |   | 24       |   |  | 
|Deferred
        income taxes                                                                                 |  |      | 3,801    |      |   | 7,806      |   |   | (2,260   | ) |  | 
|Net
        decrease (increase) in trading securities                                                         |  |      | (6,237   | )    |   | 3,225      |   |   | (2,615   | ) |  | 
|Change
        in unrealized losses on trading securities                                                     |  |      | 30       |      |   | 42         |   |   | 51       |   |  | 
|Origination
        of loans held for sale, net of repayments                                                 |  |      | (203,980 | )    |   | (118,640   | ) |   | (17,488  | ) |  | 
|Proceeds
        from sale of loans held for sale                                                             |  |      | 228,672  |      |   | 107,042    |   |   | 56,101   |   |  | 
|Other
        changes:                                                                                        |  |      |          |      |   |            |   |   |          |   |  | 
|Accrued
        interest and other assets                                                                     |  |      | 57,139   |      |   | 21,991     |   |   | (6,850   | ) |  | 
|Accrued
        interest and other liabilities                                                                |  |      | (1,373   | )    |   | (6,913     | ) |   | (4,088   | ) |  | 
|Increase
        in cash surrender value of bank-owned life insurance                                         |  |      | (3,717   | )    |   | (3,463     | ) |   | (3,038   | ) |  | 
|Net
        change in operating activities of discontinued operations                                         |  |      | 6,783    |      |   | (1,083     | ) |   | 256      |   |  | 
|                                                                                                              |  |      |          |      |   |            |   |   |          |   |  | 
|Net
        cash provided by operating activities                                                             |  | $    | 125,422  |      | $ | 50,887     |   | $ | 60,353   |   |  | 
|                                                                                                              |  |      |          |      |   |            |   |   |          |   |  | 
|Cash
        flows from investing activities:                                                                 |  |      |          |      |   |            |   |   |          |   |  | 
|Net
        increase in loans                                                                                 |  | $    | (352,307 | )    | $ | (599,915   | ) | $ | (309,501 | ) |  | 
|Principal
        collections and proceeds from sales and maturities of available-for-sale
        securities |  |      | 579,630  |      |   | 1,127,759  |   |   | 634,808  |   |  | 
|Purchases
        of available-for-sale securities                                                            |  |      | (900,325 | )    |   | (1,152,681 | ) |   | (643,991 | ) |  | 
|Principal
        collections and proceeds from maturities of held-to-maturity securities                     |  |      | 70,941   |      |   | 6,644      |   |   | 2,727    |   |  | 
|Purchases
        of held-to-maturity securities                                                              |  |      | (5,400   | )    |   | (182,529   | ) |   | (12,716  | ) |  | 
|Net
        additions to premises and equipment                                                               |  |      | (3,958   | )    |   | (26,002    | ) |   | (1,939   | ) |  | 
|Proceeds
        from the sale of other assets                                                                |  |      |         |      |   |           |   |   | 985      |   |  | 
|Purchase
        of bank-owned life insurance                                                                 |  |      | (20,000  | )    |   |           |   |   | (50,000  | ) |  | 
|Cash
        (paid) received in acquisitions and branch sales                                                 |  |      | (90,019  | )    |   | 117,110    |   |   | 42,539   |   |  | 
|                                                                                                              |  |      |          |      |   |            |   |   |          |   |  | 
|Net
        cash used in investing activities                                                                 |  | $    | (721,438 | )    | $ | (709,614   | ) | $ | (337,088 | ) |  | 

(Continued)

55

---





|                                                                                                  |  | 2003 |          | 2002 |   | 2001     |   |   |          |   | 
|------------------------------------------------------------------------------------------------- |  | ---- | -------- | ---- | - | -------- | - | - | -------- | - | 
|                                                                                                  |  |      |          |      |   |          |   |   |          |   | 
|Cash
        flows from financing activities:                                                     |  |      |          |      |   |          |   |   |          |   | 
|Increase
        (decrease) in deposits                                                           |  | $    | 580,000  |      | $ | 470,295  |   | $ | (21,437  | ) | 
|Increase
        (decrease) in securities sold under agreements To repurchase                     |  |      | (25,806  | )    |   | 49,923   |   |   | 24,697   |   | 
|(Decrease)
        increase in federal funds purchased, advances, and other short-term borrowings |  |      | (18,397  | )    |   | (5,250   | ) |   | 6,254    |   | 
|Proceeds
        from the issuance of subordinated debt                                           |  |      |         |      |   |         |   |   | 30,000   |   | 
|Proceeds
        from issuance of long-term borrowings                                            |  |      | 249,000  |      |   | 692,339  |   |   | 335,500  |   | 
|Principal
        payments on long-term borrowings                                                |  |      | (166,037 | )    |   | (568,876 | ) |   | (115,206 | ) | 
|Purchase
        of treasury stock                                                                |  |      | (4,596   | )    |   | (2,185   | ) |   | (25,140  | ) | 
|Sale
        of treasury stock                                                                    |  |      | 5,727    |      |   |         |   |   |         |   | 
|Proceeds
        from the issuance of common stock                                                |  |      | 2,083    |      |   | 47,319   |   |   | 498      |   | 
|Dividends
        paid                                                                            |  |      | (4,720   | )    |   | (2,812   | ) |   | (2,828   | ) | 
|                                                                                                  |  |      |          |      |   |          |   |   |          |   | 
|Net
        cash provided by financing activities                                                 |  | $    | 617,254  |      |   | 680,753  |   |   | 232,338  |   | 
|                                                                                                  |  |      |          |      |   |          |   |   |          |   | 
|Increase
        (decrease) in cash and cash equivalents                                          |  |      | 21,238   |      |   | 22,026   |   |   | (44,397  | ) | 
|Cash
        and cash equivalents, beginning of year                                              |  |      | 95,864   |      |   | 73,838   |   |   | 118,235  |   | 
|                                                                                                  |  |      |          |      |   |          |   |   |          |   | 
|Cash
        and cash equivalents, end of year                                                    |  | $    | 117,102  |      | $ | 95,864   |   | $ | 73,838   |   | 
|                                                                                                  |  |      |          |      |   |          |   |   |          |   | 
|Supplemental
        disclosures of cash flow information:                                        |  |      |          |      |   |          |   |   |          |   | 
|Cash
        paid for interest                                                                    |  | $    | 93,184   |      | $ | 96,389   |   | $ | 118,899  |   | 
|Income
        taxes paid                                                                         |  |      | 11,322   |      |   | 5,715    |   |   | 3,628    |   | 
|                                                                                                  |  |      |          |      |   |          |   |   |          |   | 
|Noncash
        financing activities:                                                             |  |      |          |      |   |          |   |   |          |   | 
|Securitization
        of mortgage loans held for sale                                            |  |      |         |      |   |         |   |   | 41,119   |   | 
|Noncash
        activities related to business combinations:                                      |  |      |          |      |   |          |   |   |          |   | 
|Operating
        activities:                                                                     |  |      |          |      |   |          |   |   |          |   | 
|Increase
        in investment securities                                                         |  |      |         |      |   |         |   |   | 839      |   | 
|Increase
        in loans and mortgage loans held for sale                                        |  |      |         |      |   | (39,070  |   |   |         |   | 
|Increase
        in premises and equipment                                                        |  |      |         |      |   | 1,124    |   |   | 1,026    |   | 
|Financing
        activities:                                                                     |  |      |          |      |   |          |   |   |          |   | 
|Increase
        in deposits                                                                      |  |      |         |      |   | 82,408   |   |   | 51,426   |   | 

See
  accompanying notes to consolidated financial statements.

56

---



GOLD
  BANC CORPORATION, INC. AND SUBSIDIARIES

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2003, 2002 and 2001

| | (1) | Summary
        of Significant Accounting Policies
| | --- | --------------------------------------------------

| | (a) | Principles
        of Consolidation
| | --- | -----------------------------------

| |  | The
        consolidated financial statements include the accounts of Gold Banc Corporation,
        Inc. and its subsidiary banks and companies, collectively referred to
        as the Company. All significant intercompany accounts and transactions
        have been eliminated.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Nature
        of Operations
| | --- | ----------------------------

| |  | The
        Company is a multi-bank holding company that owns and operates community
        banks located in Kansas, Missouri, Florida, and Oklahoma. The banks provide
        a full range of commercial and consumer financial services. The Company
        owns and operates a full-service broker/dealer and investment firm, an
        information technology services organization, and a trust company. The
        Company has determined that its financial services businesses are a single
        operating segment. As a result of the Companys decision to sell
        CompuNet Engineering, Inc., its information technology service subsidiary,
        the Companys consolidated financial statements have been reclassified
        to reflect CompuNet as discontinued operations for all years presented.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Estimates
| | --- | ---------

| |  | The
        preparation of the consolidated financial statements in conformity with
        accounting principles generally accepted in the United States of America
        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.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Investment
        Securities
| | --- | -----------------------------

| |  | The
        Company classifies investment securities in one of three categories: trading,
        available-for-sale, or held-to-maturity. Trading securities are bought
        and held principally for the purpose of selling in the near term. Held-to-maturity
        securities are those that 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. Trading and available-for-sale
        securities are recorded at fair value. Unrealized holding gains and losses
        on trading securities are included in earnings. 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
        other comprehensive income until realized. Realized gains and losses upon
        disposition of investment securities are included in earnings using the
        specific identification method for determining the cost of the securities
        sold.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A
        decline in the fair value of any security below cost that is deemed other
        than temporary is charged to earnings, resulting in the establishment
        of a new cost basis for the security. Premiums and discounts are amortized
        or accreted over the life of the related security as an adjustment to
        interest income. Dividend and interest income are recognized when earned.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | Mortgage
        Loans Held for Sale
| | --- | ------------------------------------

| |  | Mortgage
        loans held for sale are carried at the lower of cost or fair value, computed
        on the aggregate basis. Fair value is computed using the outstanding commitment
        price from investors. Loan origination and processing fees and related
        direct origination costs are deferred until the related loan is sold.
        Revenue from the sale of loans is recognized at the sale date when title
        passes.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

57

---



| |  | The
        Company generally does not retain mortgage servicing rights. Sales of
        mortgage servicing rights are recorded when title has passed, substantially
        all risks and rewards of ownership have irrevocably passed to the buyer,
        and any recourse is minor and can be reasonably estimated. Any gains or
        losses from such sales are recorded at the sale date.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | 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 balance 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 earnings 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 against current period interest income.
        Interest income is subsequently recognized only to the extent cash payments
        are received against current period interest income. Significant loan
        and commitment fee income and related costs are deferred and amortized
        over the term of the related loan or commitment.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | 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, reflective
        of 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. Loans
        are also subject to periodic examination by regulatory agencies. Such
        agencies may require charge-offs or additions to the allowance based upon
        their judgments about information available at the time of their examination.
        Impaired loans include all nonaccrual loans and loans ninety days delinquent
        and still accruing interest.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) | 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.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | Goodwill
| | --- | --------

| |  | The
        Company adopted Statement of Financial Accounting Standards (SFAS) No.
        142,Goodwill and Other Intangible Assets,
        on January 1, 2002, which establishes new accounting and reporting for
        acquired goodwill and other intangible assets. Under SFAS No. 142, goodwill
        and intangible assets that have indefinite useful lives are not amortized,
        but rather tested at least annually for impairment. Intangible assets
        that have finite useful lives continue to be amortized over their useful
        lives.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Prior
        to the adoption of SFAS No. 142, the excess of the purchase price over
        fair value of net assets acquired in purchase business combinations was
        amortized on a straight-line basis generally over twenty years, and assessed
        for recoverability by determining whether the amortization of the goodwill
        balance over its remaining life could be recovered through undiscounted
        future operating cash flows of the acquired business.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

58

---



| | (j) | Other
        Income and Other Expense
| | --- | --------------------------------------

| |  | Significant
        items included in Other Income in the consolidated statements of operations:
| |  | ------------------------------------------------------------------------------------------------



|                     |  | 2003                           |       | 2002 |   | 2001  | 
|-------------------- |  | ------------------------------ | ----- | ---- | - | ----- | 
|                     |  | (Dollars
        in thousands) |      
|Trust
        fees   |  | $                              | 3,721 |      | $ | 2,414 | 
|Other
        income |  |                                | 1,129 |      |   | 2,423 | 
|                     |  | $                              | 4,850 |      | $ | 4,837 | 

| |  | Significant
        items included in Other Expense in the consolidated statements of operations:
| |  | -------------------------------------------------------------------------------------------------



|                                  |  | 2003                           |        | 2002 |   | 2001   | 
|--------------------------------- |  | ------------------------------ | ------ | ---- | - | ------ | 
|                                  |  | (Dollars
        in thousands) |       
|Data
        processing expense   |  | $                              | 8,074  |      | $ | 6,843  | 
|Professional
        services     |  |                                | 5,837  |      |   | 6,067  | 
|Marketing
        and advertising |  |                                | 2,791  |      |   | 2,748  | 
|Postage
        and supplies      |  |                                | 2,348  |      |   | 2,394  | 
|Telephone                         |  |                                | 2,208  |      |   | 2,161  | 
|Other                             |  |                                | 13,612 |      |   | 11,564 | 
|                                  |  | $                              | 34,870 |      | $ | 31,777 | 

| | (k) | Income
        Taxes
| | --- | --------------------

| |  | Deferred
        tax assets and liabilities are recognized for the future tax consequences
        attributable to temporary differences between the consolidated 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. Valuation allowances are established
        for deferred tax assets unless it is more likely than not that such deferred
        tax assets will be realized. 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.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l) | 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.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

59

---



| | (m) | Earnings
        Per Share
| | --- | --------------------------

| |  | Basic
        earnings per share is based upon the weighted average number of common
        shares outstanding during the periods presented. Diluted earnings per
        share include the effects of all dilutive potential common shares outstanding
        during each year. The shares used in the calculation of basic and diluted
        income per share are shown below (in thousands):
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                    |  | 2003   |  | 2002   |  | 2001   | 
|--------------------------------------------------- |  | ------ |  | ------ |  | ------ | 
|Weighted
        average common shares outstanding  |  | 37,961 |  | 33,588 |  | 34,752 | 
|Stock
        options and unvested restricted stock |  | 333    |  | 183    |  | 50     | 
|                                                    |  | 38,294 |  | 33,771 |  | 34,802 | 

| |  | The
        Company accounts for stock-option awards to employees using the intrinsic
        value method of accounting in accordance with Accounting Principles Board
        Opinion No. 25 Accounting for Stock
        Issued to Employees. Under the intrinsic
        value method, because the exercise price of the Companys employee
        stock options equals the market price of the underlying stock on the date
        of grant, compensation expense is not recognized. Had compensation cost
        for the Companys stock options granted been determined based upon
        the fair value at the grant date for awards consistent with the methodology
        prescribed under Statement of Financial Accounting Standards No. 123,
        Accounting for Stock-Based Compensation,
        the Companys net earnings and earnings per share would have been
        reduced to the pro forma amounts shown below:
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                                                              |  | 2003                                                  |        | 2002 |   | 2001   |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------- | ------ | ---- | - | ------ | -
|                                                                                                                              |  | (Dollars
        in thousands, except per share data) |       
|Net
        earnings:                                                                                                         |  |                                                       |        |      |   |        |  
|As
        reported                                                                                                           |  | $                                                     | 29,410 |      | $ | 26,217 |  
|Stock-based
        compensation expense included in reported net income, net of tax                                          |  | $                                                     | 1,070  |      |   |       |  
|Deduct
        total stock-based employee compensation determined under fair value method,
        net of related tax effects |  |                                                       | (1,625 | )    |   | (299   | )
|Pro
        forma                                                                                                             |  |                                                       | 28,855 |      |   | 25,918 |  
|Basic
        earnings per share:                                                                                             |  |                                                       |        |      |   |        |  
|As
        reported                                                                                                           |  |                                                       | 0.77   |      |   | 0.78   |  
|Pro
        forma                                                                                                             |  |                                                       | 0.76   |      |   | 0.77   |  
|Diluted
        earnings per share:                                                                                           |  |                                                       |        |      |   |        |  
|As
        reported                                                                                                           |  |                                                       | 0.77   |      |   | 0.78   |  
|Pro
        forma                                                                                                             |  |                                                       | 0.75   |      |   | 0.77   |  

| | (n) | Derivatives
| | --- | -----------

| |  | The
        Company is exposed to market risk, including changes in interest rates.
        To manage the volatility relating to this exposure, the Company utilizes
        certain derivative instruments. Derivative financial instruments are recorded
        at fair value, with the adjustment to fair value recorded in current earnings.
        Derivatives utilized in hedging relationships are designated, based on
        the exposure being hedged, as fair value or cash flow hedges. Under the
        fair value hedging model, gains or losses attributable to the change in
        fair value of the derivative, as well as gains and losses attributable
        to the change in fair value of the hedged item, are recognized in current
        earnings. Under the cash flow
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

60

---



| |  | hedging
        model, the effective portion of the gain or loss related to the derivative
        is recognized as a component of other comprehensive income. The ineffective
        portion is recognized in current earnings.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Discontinued
        Operation
| | --- | ------------------------------

| |  | During
        the fourth quarter of 2003, the Company announced its intent to dispose
        of CompuNet Engineering, Inc. (CompuNet). CompuNet is a wholly-owned subsidiary
        of the Company engaged in technology and e-commerce services. As a result
        of the expected disposition of this business, the Company recorded an
        estimated pre-tax impairment charge of $4.1 million and an after tax charge
        of $2.7 million, to reduce the carrying value of the net assets (including
        goodwill) to their fair value net of selling costs. In accordance with
        Statement of Financial Accounting Standards No. 144, Accounting
        for the Impairment or Disposal of Long-lived Assets,
        the Company has restated its consolidated statements for 2002 and 2001
        to reflect CompuNet as a discontinued operation. The following table presents
        the net assets (carrying value) of CompuNet as of December 31:
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                              |  | 2003 |       | 2002 |  
|--------------------------------------------- |  | ---- | ----- | ---- | -
|Cash                                          |  | $    | 331   |      | $
|Other
        assets                          |  |      | 3,389 |      |  
|Net
        property, plant and equipment     |  |      | 395   |      |  
|Goodwill                                      |  |      | 416   |      |  
|Accounts
        payable and accrued expenses |  |      | (599  | )    |  
|Long-term
        debt                        |  |      | (2    | )    |  
|Other
        liabilities                     |  |      | (27   | )    |  
|Total
        net assets                      |  | $    | 3,903 |      | $

| |  | Summarized
        results of operations related to CompuNet (as reported in discontinued
        operations) are as follows for the years ended December 31, 2003, 2002
        and 2001:
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(in
        thousands except per share data)       |  | 2003 |        | 2002 |   | 2001    |  
|-------------------------------------------------- |  | ---- | ------ | ---- | - | ------- | -
|Operating
        revenue                          |  | $    | 8,171  |      | $ | 18,054  |  
|Operating
        expenses                         |  |      | (9,475 | )    |   | (17,035 | )
|Operating
        income (loss)                    |  |      | (1,304 | )    |   | 1,019   |  
|Nonoperating
        expenses, net                 |  |      | (174   | )    |   | (190    | )
|Impairment
        charge                          |  |      | (4,145 | )    |   |        |  
|Income
        (loss) before income taxes          |  |      | (5,623 | )    |   | 829     |  
|Provision
        for income taxes                 |  |      | 2,231  |      |   | (355    | )
|Income
        (loss) from discontinued operations |  | $    | (3,392 | )    | $ | 474     |  

| |  | On
        February 4, 2004, the Company completed the sale of CompuNet to an
        outside investor. During 2004, the Company recorded an additional loss,
        net of tax, in CompuNet of $454,000.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Acquisitions | 
|--- | ------------ | 

| |  | During
        2002 and 2001, the Company completed the following acquisitions:
| |  | -------------------------------------------------------------------------------



|Company                                                     |  | Date
        ofacquisition |  | Total
        assets acquired(Dollars in millions) |   | Method
        ofaccounting |         
|----------------------------------------------------------- |  | -------------------------- |  | -------------------------------------------------- | - | --------------------------- | --------
|                                                            |  |                            |  |                                                    |   |                             |         
|George
        K. Baum Trust Company                        |  | October
        2002       |  | $                                                  | 1 |                             | Purchase
|Encore
        Bank (Overland Park, Kansas branches)        |  | September
        2002     |  |                                                    | 2 |                             | Purchase
|Ott
        Financial Corporation                           |  | March
        2001         |  |                                                    | 1 |                             | Purchase
|Information
        Products, Inc.                          |  | April
        2001         |  |                                                    | 1 |                             | Purchase
|North
        America Savings (Leawood, KS branch location) |  | July
        2001          |  |                                                    | 5 |                             | Purchase

61

---





| |  | On
        October 31, 2002, the Company acquired 100% of the outstanding common
        shares of George K. Baum Trust Company (GKB). The operations of Gold Trust
        Company were merged into GKB, and the name of the surviving entity was
        changed to Gold Trust Company. The results of GKBs operations have
        been included in the consolidated financial statements since that date.
        The aggregate purchase price was $1.8 million and was paid in cash. In
        connection with the acquisition goodwill of $678,000 was recorded.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | On
        September 30, 2002, the Company assumed from Encore Bank deposits of $148.9
        million and acquired certain physical assets at four branch locations
        located in the Overland Park, Kansas. In connection with the transaction
        a core deposit intangible asset of $3.3 million was recorded.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Total
        consideration paid for the financial services companies acquired in 2001
        using the purchase method aggregated $3,593,000. Operations of the companies
        acquired in 2001 have been included in consolidated net earnings of the
        Company since their date of acquisition with an insignificant effect on
        2001 net earnings. During 2001, the Company entered into an agreement
        to purchase a deposit base of $51.0 million and physical assets at the
        North American Savings Bank branch location in Leawood, Kansas. The excess
        of cost over fair value of the underlying assets acquired was approximately
        $4.9 million.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Branch
        Dispositions
| | --- | ---------------------------

| |  | Sale
        of Guymon Branch. On December 24, 2002, Gold
        Bank-Oklahoma entered into an agreement for the sale of its Guymon, Oklahoma
        branch location to City National Bank and Trust Company of Guymon, Oklahoma.
        The deposits and loans of this branch were approximately $36 million and
        $5.5 million, respectively, at the closing date. The sale of this branch
        closed on April 11, 2003, following receipt of regulatory approvals. In
        connection with the sale of the Guymon branch location, the Company recorded
        a gain of approximately $839 thousand.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Sale
        of Wakita & Helena Branches. On March 4,
        2003, Gold Bank-Oklahoma entered into an agreement for the sale of its
        Helena and Wakita, Oklahoma branch locations to Farmers Exchange Bank
        of Cherokee, Oklahoma. The aggregate deposits and loans of these Gold
        Bank-Oklahoma branches were approximately $17 million and $3 million,
        respectively, at the closing date. The sale of these branches closed on
        May 30, 2003 upon receipt of regulatory approvals. In connection
        with the sale of these branches, the Company recorded a gain of approximately
        $334 thousand.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Sale
        of LaCygne and Pleasanton Branches. On June 10,
        2003, Gold Bank-Kansas entered into an agreement for the sale of its LaCygne
        and Pleasanton, Kansas branch locations to Labette Bank. The aggregate
        deposits and loans of these Gold Bank-Kansas branches were approximately
        $38 million and $15 million, respectively, at the closing date. The sale
        of these branches closed on August 15, 2003 upon receipt of regulatory
        approvals. In connection with the sale of these branches, the Company
        recorded a gain of approximately $1.8 million.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Sale
        of other Elkhart branch. On August 28, 2003,
        the Company announced that Gold Bank-Oklahoma had entered into agreements
        for the sale of a branch location in Elkhart, Kansas. The branch was sold
        to ColoEast Bankshares headquartered in Lamar, Colorado. As of December 31,
        2003, the deposits and loans of this branch were approximately $28.1 million
        and $4.3 million, respectively. The sale of the branch closed on February 5,
        2004.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Sale
        of Hobart & Lone Wolf Branches. On September
        16, 2003, Gold Bank-Oklahoma entered into an agreement for the sale of
        its Hobart & Lone Wolf, Oklahoma branch locations to BancFirst of
        Oklahoma City, Oklahoma. The aggregate deposits and loans of these branches
        were approximately $40.5 million and $14.8 million, respectively, at the
        closing date. The sale of these branches closed on November 13, 2003
        upon receipt of regulatory approvals. In connection with the sale of these
        branches, the Company recorded a gain of approximately $2.7 million.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Sale
        of other Gold Bank-Kansas branches. On September 16,
        2003, the Company announced that it had entered into agreements for the
        sale of seven Gold Bank-Kansas branches. An employee-investor group agreed
        to purchase the Gold Bank-Kansas branches subject to arranging sufficient
        financing to complete the transaction. As of December 31, 2003, the deposits
        and loans of the seven branches were approximately $317.3 million and
        $197.1
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

62

---



| |  | million,
        respectively. The financing was obtained in February 2004, and the sale
        of the branches closed on February 12, 2004.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------

| |  | Sale
        of Gold Bank-Oklahoma branches. On February 13,
        2004, Gold Bank-Oklahoma entered into an agreement to sell three branch
        locations in Weatherford, Geary and Cordell, Oklahoma to Bank of Western
        Oklahoma of Elk City. This transaction is expected to be completed in
        the second quarter of 2004, pending regulatory approval. As of December
        31, 2003, the deposits and loans of these branches totaled $64.5 million
        and $27.3 million.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Losses
        and Expenses Resulting from Misapplication of Bank Funds, Net of Recoveries
| | --- | ------------------------------------------------------------------------------------------

| |  | During
        2002, 2001 and 2000, Michael W. Gullion, the Companys former Chief
        Executive Officer diverted funds to his account for personal use, as well
        as the use of the Companys credit card for personal use and improper
        reimbursement of personal expenses. Such amounts along with the costs
        of an investigation which uncovered the activity aggregated $136,000 and
        $1.1 million during 2002 and 2001.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | During
        the year ended December 31, 2003, the Company reached an agreement
        with the former chief executive officer in which the Company received
        approximately $3.5 million of restitution. The restitution amount consisted
        of $1.2 million in cash and 212,864 shares of the Companys common
        stock, and has been netted against the losses and expenses incurred in
        2003 by the Company in connection with the investigation.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

63

---



|(6) | Investment
        Securities | 
|--- | ----------------------------- | 

| |  | The
        amortized cost, gross unrealized gains and losses, and estimated fair
        value of investment securities by major security category at December
        31, 2003, 2002 and 2001 are as follows (dollars in thousands):
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                         |  | 2003          |        
|-------------------------------------------------------- |  | ------------- | -------
|                                                         |  | Amortizedcost |        
|                                                         |  |               |        
|Available-for-sale:                                      |  |               |        
|U.
        S. treasury and agency securities             |  | $             | 605,409
|Obligations
        of states and political subdivisions |  |               | 47,120 
|Mortgage-backed
        securities                       |  |               | 154,475
|Other                                                    |  |               | 39,834 
|Total                                                    |  | $             | 846,838
|Held-to-maturity:                                        |  |               |        
|U.S.
        treasury and agency securities:             |  | $             | 698    
|Obligations
        of states and political subdivisions |  |               | 955    
|Mortgage-backed
        securities                       |  |               | 87,329 
|Other                                                    |  |               | 44,510 
|Total                                                    |  | $             | 133,492



|                                                         |  | 2002          |        
|-------------------------------------------------------- |  | ------------- | -------
|                                                         |  | Amortizedcost |        
|Available-for-sale:                                      |  |               |        
|U.
        S. treasury and agency securities             |  | $             | 142,595
|Obligations
        of states and political subdivisions |  |               | 74,787 
|Mortgage-backed
        securities                       |  |               | 265,370
|Other                                                    |  |               | 42,647 
|Total                                                    |  | $             | 525,399
|Held-to-maturity:                                        |  |               |        
|Obligations
        of states and political subdivisions |  | $             | 1,244  
|Mortgage-backed
        securities                       |  |               | 155,754
|Other                                                    |  |               | 44,565 
|Total                                                    |  | $             | 201,563

64

---



The
  above table does not include trading securities. The Companys trading
  portfolio consists of Federal agency securities, tax-exempt bonds and equity
  securities.

The
  table above shows that some of the securities in the available for sale investment
  portfolio had unrealized losses, or were temporarily impaired, as of December
  31, 2003 and 2002. This temporary impairment represents the amount of loss that
  would be realized if the securities were sold December 31, 2003 and occurs as
  a result of changes in the overall bond yields between the purchase date of
  the bond and valuation date. Securities which were temporarily impaired at December
  31, 2003 are shown below, along with the length of the impairment period.



|                                                        |  | Less
        than 12 months |         | 12
        months or longer |   | Total              | 
|------------------------------------------------------- |  | --------------------------- | ------- | --------------------------- | - | ------------------ | 
|(In
        thousands)                                  |  | Fair
        Value          |         | UnrealizedLosses            |   | Fair
        Value | 
|U.
        S. treasury and agency securities            |  | $                           | 345,290 |                             | $ | 5,733              | 
|Obligations
        of state and political subdivisions |  |                             | 1,167   |                             |   | 59                 | 
|Mortgage-backed
        securities                      |  |                             | 135,573 |                             |   | 1,035              | 
|Other
        securities                                |  |                             | 349     |                             |   | 5                  | 
|Total
        temporarily impaired securities           |  | $                           | 482,379 |                             | $ | 6,832              | 

At
  December 31, 2003 the total available for sale portfolio consisted of 297 individual
  securities, of which 109 securities were in an unrealized loss position. Securities
  that had an unrealized loss for a period greater than 12 months amounted to
  3 specific securities.

Other
  securities classified as available-for-sale consist primarily of restricted
  stock in the Federal Reserve Bank and Federal Home Loan Banks that are required
  to be maintained by the Company, as well as certain other debt and equity securities.

The
  amortized cost and estimated fair values of investment securities at December
  31, 2003 by contractual maturity, are shown below (dollars in thousands). Expected
  maturities will differ from contractual maturities because issuers may have
  the right to call or prepay obligations with or without call or prepayment penalties.



|                                               |  | 2003             |        
|---------------------------------------------- |  | ---------------- | -------
|                                               |  | Held-to-maturity |        
|                                               |  | Amortizedcost    |        
|Due
        in one year or less                |  | $                | 813    
|Due
        after one year through five years  |  |                  | 195    
|Due
        after five years through ten years |  |                  | 215    
|Due
        after ten years                    |  |                  | 430    
|Mortgage-backed
        securities             |  |                  | 87,329 
|Other                                          |  |                  | 44,510 
|Total                                          |  | $                | 133,492



65

---



| |  | The
        following table presents proceeds from sale of securities and the components
        of net securities gains (losses) (dollars in thousands):
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



|                            |   | 2003    | 2002 | 2001
|--------------------------- | - | ------- | ---- | ----
|Proceeds
        from sales | $ | 271,934 |      | $   
|Realized
        gains      | $ | 3,650   |      | $   
|Realized
        losses     |   | (1,803  | )    |     
|Net
      realized gains    | $ | 1,847   |      | $   

| |  | At
        December 31, 2003, 2002 and 2001, investment securities with fair values
        of approximately $742,069, $535,140,000 and $322,254,000, respectively,
        were pledged to secure public deposits and for other purposes.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Loans | 
|--- | ----- | 

| |  | Loans
        are summarized as follows (dollars in thousands):
| |  | ---------------------------------------------------------------



|                                  |  | 2003 |           | 2002 |  
|--------------------------------- |  | ---- | --------- | ---- | -
|Real
        estate-mortgage      |  | $    | 1,293,942 |      | $
|Real
        estate-construction  |  |      | 656,163   |      |  
|Commercial                        |  |      | 893,317   |      |  
|Agricultural                      |  |      | 113,641   |      |  
|Consumer
        and other        |  |      | 53,975    |      |  
|                                  |  |      | 3,011,038 |      |  
|Allowance
        for loan losses |  |      | (34,017   | )    |  
|                                  |  | $    | 2,977,021 |      | $

| |  | Loans
        made to directors and executive officers of Gold Banc and its subsidiaries
        were $57,885,000 and $54,750,000 at December 31, 2003 and 2002, respectively.
        Such loans were made in the ordinary course of business on normal credit
        terms, including interest rate and collateralization considerations, and
        do not represent more than a normal risk of collection. None of the loans
        to the directors and executive officers of the Company have been classified
        by regulatory authorities. Changes in such loans for 2003 were as follows
        (dollars in thousands):
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Balance
        at December 31, 2002 |  | $ | 54,750  |  
| | ------------------------------------ |  | - | ------- | -
| | Additions                            |  |   | 16,879  |  
| | Amounts
        collected            |  |   | (13,774 | )
| | Balance
        at December 31, 2003 |  | $ | 57,885  |  

| |  | Impaired
        loans include all nonaccrual loans and loans ninety days delinquent and
        still accruing interest. Impaired loans approximated $32,371,000, $15,867,000
        and $23,007,000 at December 31, 2003, 2002 and 2001, respectively. The
        interest income not recognized on impaired loans was approximately $1,454,000,
        $763,000, and $1,955,000 in 2003, 2002, and 2001, respectively.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
        following table shows the recorded investment in impaired loans, the amount
        of that recorded investment for which there is a related allowance for
        credit losses and the amount of that allowance, and the amount of that
        recorded investment for which there is no related allowance for credit
        losses as of December 31, 2003 and 2002 (dollars in thousands):
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

66

---



|                                                                   |  | 2003 |        | 2002 |  
|------------------------------------------------------------------ |  | ---- | ------ | ---- | -
|Impaired
        loans for which an allowance has been established |  | $    | 23,132 |      | $
|Impaired
        loans for which no allowance has been established |  |      | 9,239  |      |  
|Total
        recorded investment in impaired loans                |  | $    | 32,371 |      | $
|Allowance
        for loan losses allocated to impaired loans      |  | $    | 3,829  |      | $

The
  average balance of impaired loans for 2003 and 2002 was $22,566,000 and $19,602,000
  based on month-end balances, respectively. The net amount of interest recorded
  on such loans during their impairment period aggregated $955,000, $27,000 and
  $344,000 in 2003, 2002 and 2001, respectively. Loans 90 days or more delinquent
  and still accruing interest amounted to $9,239,000, $790,000 and $5,270,000
  at December 31, 2003 2002 and 2001, respectively.

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 counterparty.
  Collateral held varies but may include real estate, accounts receivable, inventory,
  property, plant, equipment, and income-producing commercial properties. The
  Companys banking subsidiaries are located throughout the states of Kansas,
  Oklahoma, Missouri, and Florida; therefore, the Companys loan portfolio
  has no unusual geographic concentrations of credit risk beyond the markets it
  serves.

Activity
  in the allowance for loan losses during the years ended December 31, 2003, 2002,
  and 2001, are as follows (dollars in thousands):



|                                     |  |   | 2003    |   |   | 2002    |   |   | 2001    |  
|------------------------------------ |  | - | ------- | - | - | ------- | - | - | ------- | -
|Balance
        at beginning of year |  | $ | 33,439  |   | $ | 26,097  |   | $ | 26,180  |  
|Provision
        for loan losses    |  |   | 13,064  |   |   | 19,420  |   |   | 15,314  |  
|Charge-offs                          |  |   | (13,522 | ) |   | (13,837 | ) |   | (17,100 | )
|Recoveries                           |  |   | 1,036   |   |   | 1,759   |   |   | 1,703   |  
|Balance
        at end of year       |  | $ | 34,017  |   | $ | 33,439  |   | $ | 26,097  |  

(8)Premises
  and Equipment, net

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



|                                             |  | Depreciablelife   |  | 2003 |         | 2002 |  
|-------------------------------------------- |  | ----------------- |  | ---- | ------- | ---- | -
|Land                                         |  |                  |  | $    | 9,838   |      | $
|Buildings
        and leasehold improvements |  | 39
        years  |  |      | 42,783  |      |  
|Furniture,
        fixtures, and equipment   |  | 5-7
        years |  |      | 47,191  |      |  
|Automobiles                                  |  | 5
        years   |  |      | 755     |      |  
|                                             |  |                   |  |      | 100,567 |      |  
|Accumulated
        depreciation             |  |                   |  |      | 37,436  |      |  
|                                             |  |                   |  | $    | 63,131  |      | $

67

---



| |  | Depreciation
        expense from continuing operations totaled $6,653,000, $6,250,000, and
        $5,774,000 for the years ended December 31, 2003, 2002, and 2001, respectively.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
        majority of the Companys operations are conducted in premises owned
        by the Company. In some cases, leases have been entered into for equipment
        and space with terms that generally do not exceed ten years. Following
        is a schedule, by year, of future minimum lease payments required under
        existing operating leases that have initial or remaining noncancelable
        terms in excess of one year as of December 31, 2003 (dollars in thousands):
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Year
        endingDecember 31,         |  |   | Amount | 
|--------------------------------------- |  | - | ------ | 
|2004                                    |  |   | 3,473  | 
|2005                                    |  |   | 3,453  | 
|2006                                    |  |   | 2,390  | 
|2007                                    |  |   | 2,107  | 
|2008                                    |  |   | 1,735  | 
|Thereafter                              |  |   | 15,642 | 
|Total
        minimum payments required |  | $ | 28,800 | 

| |  | The
        Company records rent expense over the term of the lease. Rent expense
        amounted to approximately $3,491,000, $2,112,000, and $1,954,000 for the
        years ended December 31, 2003, 2002, and 2001, respectively, and is included
        in net occupancy expense in the accompanying consolidated statements of
        operations.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Deposits | 
|--- | -------- | 

| |  | Deposits
        are summarized as follows (dollars in thousands):
| |  | ------------------------------------------------------------------



|                            |  | 2003 |           | 2002 |  
|--------------------------- |  | ---- | --------- | ---- | -
|Demand:                     |  |      |           |      |  
|Noninterest
        bearing |  | $    | 355,952   |      | $
|Interest-bearing:           |  |      |           |      |  
|NOW                         |  |      | 263,431   |      |  
|Money
        market        |  |      | 545,558   |      |  
|                            |  |      | 808,989   |      |  
|Total
        demand        |  |      | 1,164,941 |      |  
|Savings                     |  |      | 105,908   |      |  
|Time                        |  |      | 1,893,594 |      |  
|                            |  | $    | 3,164,443 |      | $

| |  | Time
        deposits include certificates of deposit of $100,000 and greater totaling
        $526,192,000, $537,000,000 and $384,000,000 at December 31, 2003, 2002
        and 2001, respectively.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

68

---



Principal
  maturities of time deposits at December 31, 2003 were as follows (dollars in
  thousands):



|Year       |  |   | Amount    | 
|---------- |  | - | --------- | 
|2003       |  | $ | 1,135,190 | 
|2004       |  |   | 417,824   | 
|2005       |  |   | 142,377   | 
|2006       |  |   | 100,615   | 
|2007       |  |   | 96,749    | 
|Thereafter |  |   | 839       | 
|           |  | $ | 1,893,594 | 

| | (10) | Securities
        Sold Under Agreements to Repurchase
| | ---- | ------------------------------------------------------

| |  | Data
        concerning securities sold under agreements to repurchase was as follows
        (dollars in thousands):
| |  | ---------------------------------------------------------------------------------------------------------------------



|                                                  |  | 2003 |         | 2002 |   | 2001    | 
|------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | 
|Average
        monthly balance during the year   |  | $    | 140,555 |      | $ | 128,801 | 
|Maximum
        month-end balance during the year |  |      | 158,305 |      |   | 171,838 | 

| |  | At
        December 31, 2003, such agreements were secured by investment and mortgage-backed
        securities. Pledged securities are maintained by a safekeeping agent under
        the direction of the Company.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (11) | Federal
        Funds Purchased and Other Short-Term Borrowings
| | ---- | ---------------------------------------------------------------

| |  | Following
        is a summary of federal funds purchased and other short-term borrowings
        at December 31, 2003, 2002 and 2001 (dollars in thousands):
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                                                                                                                     |  | 2003 |       | 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ----- | ---- | -
|Federal
        Home Loan Bank (FHLB) advances secured by qualifying one-to-four family
        mortgage loans, weighted average interest rate of 1.47% at December 31,
        2002 |  |      |      |      |  
|Federal
        funds purchased and other borrowings, weighted average interest rates
        of 4.26% and 1.81% at December 31, 2003 and 2002                                       |  |      | 4,775 |      |  
|Advances
        under a $10 million line of credit from LaSalle Bank N.A. interest at
        LIBOR plus 1.25%, maturing on July 1, 2004, secured by subsidiary stock               |  |      | 1,500 |      |  
|treasury,
        Tax and Loan                                                                                                                                                       |  |      | 985   |      |  
|                                                                                                                                                                                     |  | $    | 7,260 |      | $

69

---



|(12) | Long-Term
        Borrowings | 
|---- | ---------------------------- | 

| |  | Following
        is a summary of long-term borrowings at December 31, 2003 and 2002 (dollars
        in thousands):
| |  | --------------------------------------------------------------------------------------------------------------------



|                                                                                                                                                                                                                    |  | 2003 |         | 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | -
|                                                                                                                                                                                                                    |  |      |         |      |  
|FHLB
        borrowings by subsidiary banks bearing weighted average fixed interest
        rates of 4.50% and 4.30% at December 31, 2003 and 2002, secured by qualifying
        one-to-four family mortgage loans |  | $    | 489,900 |      | $
|Long-term
        repurchase agreement by subsidiary banks bearing weighted average fixed
        interest rate of 2.32%, secured by investment securities, maturing in
        2006                                |  | $    | 130,000 |      |  
|Note
        payable of Gold Banc Corporation, Inc.                                                                                                                                                                 |  |      |         |      |  
|Employee
        Stock Ownership Plan, weighted average interest rate of 2.93% and 3.51%
        at December 31, 2003 and 2002, secured by 1,353,807 shares of Company
        Stock at December 31, 2003           |  |      | 11,626  |      |  
|Other                                                                                                                                                                                                               |  |      |        |      |  
|                                                                                                                                                                                                                    |  |      |         |      |  
|                                                                                                                                                                                                                    |  | $    | 631,526 |      | $
|                                                                                                                                                                                                                    |  |      |         |      |  

| |  | Principal
        maturities of long-term borrowings at December 31, 2003 are as follows
        (dollars in thousands):
| |  | ------------------------------------------------------------------------------------------------------------------------



|                                |  |   |        
|------------------------------- |  | - | -------
|                                |  |   |        
|Year
        endingDecember 31, |  |   | Amount 
|                                |  |   |        
|2004                            |  | $ | 13,895 
|2005                            |  |   | 40,544 
|2006                            |  |   | 157,401
|2007                            |  |   | 75,466 
|2008                            |  |   | 19,680 
|Thereafter                      |  |   | 324,540
|                                |  |   |        
|                                |  | $ | 631,526
|                                |  |   |        

| |  | None
        of the Company 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.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (13) | Subordinated
        Debt
| | ---- | -------------------------

| |  | The
        Companys subordinated debt consists of floating rate subordinated
        debt securities and Junior Subordinated Deferrable Interest Debentures
        payable to GBCI Capital Trust, GBCI Capital Trust II and ABI Capital Trust
        (the Trusts).
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
        floating rate subordinated debt securities mature November 2031 and pay
        interest semiannually at a variable rate, based upon the six month LIBOR
        plus 3.75%. The Company has the right to redeem the securities on or after
        November 2011 at par value plus any accrued but unpaid interest. As of
        December 31, 2003, the interest rate on
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

70

---



| |  | the
        floating rate subordinated debt securities was 4.98% and the outstanding
        balance was $30 million at December 31, 2003 and 2002.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
        Junior Subordinated Deferrable Interest Debentures were issued in connection
        with the sale of Preferred Securities by each of the Trusts. The debentures
        are the sole assets of those trusts. The debenture payable of $29.6 million
        to GBCI Capital Trust bears interest at the fixed rate of 8.75%, is redeemable
        by the Company in whole or in part at par plus any accrued but unpaid
        interest after December 31, 2002 and matures in December 2027. The debenture
        payable of $38.8 million to GBCI Capital Trust II bears interest at the
        fixed rate of 9.12%, is redeemable by the Company in whole or in part
        at par plus any accrued but unpaid interest after June 30, 2004 and matures
        in June 2029.  The debenture payable of $16.8 million to ABI Capital
        Trust bear interest at the fixed rate of 8.50%, is redeemable by the Company
        in whole or in part at par plus any accrued but unpaid interest any time
        after June 30, 2003 and matures in June 2028.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In
        order to form the Trusts, the Company invested, in total, $2.6 million
        therein. Those investments are in the form of common ownership interests.
        Prior to December 31, 2003, the Company had consolidated the Trusts in
        its consolidated financial statements. Accordingly, the Company had eliminated
        the related debentures issued by the Company and held by the Trusts, and
        presented the Trusts Preferred Securities in its consolidated financial
        statements. The Company has adopted the provisions of FASB Interpretation
        No. 46R, Consolidation of Variable Interest Entities as of
        December 31, 2003. FASB Interpretation No. 46R requires, among other things,
        that such trusts be deconsolidated. As a result, the Companys consolidated
        balance sheets as of December 31, 2002 and 2001 have been restated.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Total
        expenses associated with the issuance of the floating rate subordinated
        debt securities and the Junior Subordinated Deferrable Interest Debentures
        were $4.98 million, which are being amortized on a straight-line basis
        over the life of the related obligation. Amortization during the years
        ended December 31, 2003, 2002 and 2001, included in interest expense,
        aggregated $318,000, $318,000 and $151,000, respectively.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (14) | Income
        Taxes
| | ---- | --------------------

| |  | Income
        tax expense (benefit) related to continuing operations for 2003, 2002,
        and 2001 is summarized as follows (dollars in thousands):
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



|        |  | Current |        | Deferred |   | Total  |  
|------- |  | ------- | ------ | -------- | - | ------ | -
|        |  |         |        |          |   |        |  
|2003:   |  |         |        |          |   |        |  
|Federal |  | $       | 11,509 |          | $ | 747    |  
|State   |  |         | 1,722  |          |   | (334   | )
|        |  |         |        |          |   |        |  
|        |  | $       | (3,231 | )        | $ | 413    |  
|        |  |         |        |          |   |        |  
|2002:   |  |         |        |          |   |        |  
|Federal |  | $       | 2,353  |          | $ | 8,034  |  
|State   |  |         | 44     |          |   | 941    |  
|        |  |         |        |          |   |        |  
|        |  | $       | 2,397  |          | $ | 8,975  |  
|        |  |         |        |          |   |        |  
|2001:   |  |         |        |          |   |        |  
|Federal |  | $       | 6,897  |          | $ | (3,986 | )
|State   |  |         | 27     |          |   | 1,044  |  
|        |  |         |        |          |   |        |  
|        |  | $       | 6,924  |          | $ | (2,942 | )
|        |  |         |        |          |   |        |  

71

---



| |  | Income
        tax expense (benefit) from discontinued operations was ($2,231,000), $355,000,
        and $311,000 for the years ended December 31, 2003, 2002, and 2001, respectively.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
        tax effects of temporary differences that give rise to significant portions
        of deferred tax assets and deferred tax liabilities at December 31, 2003
        and 2002 are presented below (dollars in thousands):
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                 |  | 2003 |        | 2002 |  
|---------------------------------------------------------------- |  | ---- | ------ | ---- | -
|                                                                 |  |      |        |      |  
|Deferred
        tax assets:                                     |  |      |        |      |  
|Allowance
        for loan losses                                |  | $    | 12,018 |      | $
|Unrealized
        loss on AFS securities                        |  |      | 1,126  |      |  
|Capital
        loss carryforward                                |  |      |       |      |  
|Losses
        resulting from misapplication of bank             |  |      |        |      |  
|funds                                                            |  |      |       |      |  
|Other                                                            |  |      | 776    |      |  
|                                                                 |  |      |        |      |  
|Total
        deferred tax assets  continuing operations        |  |      | 13,920 |      |  
|                                                                 |  |      |        |      |  
|Total
        deferred tax assets of discontinued operation      |  |      | 1,464  |      |  
|                                                                 |  |      |        |      |  
|Total
        deferred assets                                    |  |      | 15,384 |      |  
|                                                                 |  |      |        |      |  
|Deferred
        tax liabilities:                                |  |      |        |      |  
|Unrealized
        gain on AFS securities                        |  |      |       |      |  
|FHLB
        stock dividends                                     |  |      | 383    |      |  
|Premises
        and equipment                                   |  |      | 3,422  |      |  
|Deferred
        income                                          |  |      | 305    |      |  
|Real
        estate investment trust income                      |  |      | 6,637  |      |  
|Other                                                            |  |      | 1,750  |      |  
|                                                                 |  |      |        |      |  
|Total
        deferred tax liabilities from continued operations |  |      | 12,497 |      |  
|                                                                 |  |      |        |      |  
|Total
        deferred tax liabilities of discontinued operation |  |      | 417    |      |  
|                                                                 |  |      |        |      |  
|Total
        deferred tax liabilities                           |  |      | 12,914 |      |  
|                                                                 |  |      |        |      |  
|                                                                 |  |      |        |      |  
|Net
        deferred tax (liabilities) assets                    |  | $    | 2,470  |      | $
|                                                                 |  |      |        |      |  

| |  | A
        valuation allowance for deferred tax assets was not necessary at December
        31, 2003 or 2002 due to the Companys past and expected future profitability.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
        Company has deferred income for tax purposes related to its investment
        in a Real Estate Investment Trust due to a different tax year for a subsidiary
        entity. As a result of a new regulation promulgated by the Treasury Department
        in 2002, this income will be included in taxable income ratably over a
        four year period beginning in 2002. As a result of this change in tax
        law, the Company has a remaining deferred income tax liability of $6.6
        million as of December 31, 2003, which will be paid ratably in the years
        ending December 31, 2004 and 2005.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

72

---



| |  | A
        reconciliation of expected income tax expense from continuing operations,
        based on the statutory rate of 35% for 2003, 2002, and 2001, to actual
        tax expense for 2003, 2002, and 2001 is summarized as follows (dollars
        in thousands):
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                            |  | 2003 |        | 2002 |   | 2001   |  
|----------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ | -
|                                                            |  |      |        |      |   |        |  
|Expected
        federal income tax expense                 |  | $    | 16,256 |      | $ | 12,974 |  
|Tax-exempt
        interest                                 |  |      | (2,498 | )    |   | (1,929 | )
|State
        taxes, net of federal tax benefit             |  |      | 902    |      |   | 640    |  
|Goodwill
        amortization                               |  |      |       |      |   |       |  
|Capital
        loss carryforward                           |  |      |       |      |   |       |  
|Loss
        associated with closing of mortgage subsidiary |  |      |       |      |   |       |  
|Bank-owned
        life insurance                           |  |      | (1,331 | )    |   | (1,092 | )
|Other                                                       |  |      | 315    |      |   | 779    |  
|                                                            |  |      |        |      |   |        |  
|                                                            |  | $    | 13,644 |      | $ | 11,372 |  
|                                                            |  |      |        |      |   |        |  

| | (15) | Employee
        Benefit Plans
| | ---- | ------------------------------

| |  | The
        Gold Banc Corporation, Inc. Employee Stock Ownership Plan (ESOP) was formed
        to acquire shares of Company common stock for the benefit of all eligible
        employees. At December 31, 2003 and 2002, the ESOP borrowings, used to
        acquire shares of the Companys common stock on the open market,
        totaled $11,626,000 and $12,432,000, respectively, were secured by 1,353,807
        and 1,498,267, respectively, unallocated shares of Company common stock.
        The ESOP will repay the debt with contributions and dividends received
        from the Company. Accordingly, the Company has recorded the obligation
        (see Note 12) with an offsetting amount of unearned compensation
        included in stockholders equity in the accompanying consolidated
        balance sheets. The amount of annual contributions from the Company is
        determined by the board of directors. Contributions were approximately
        $2,342,000, $1,088,000, and $968,000 for the years ended December 31,
        2003, 2002, and 2001, respectively. The 2003 contribution was used to
        make principal payments of $1,807,000. The fair value of the unallocated
        shares at December 31, 2003 aggregated approximately $19,035,000.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
        Company has a 401(k) savings plan for the benefit of all eligible employees.
        The Company matched 50% of employee contributions up to 5% of base compensation,
        subject to certain Internal Revenue Service limitations. Contributions
        charged to salaries and employee benefits expense were $913,000, $717,000
        and $648,000 for 2003, 2002, and 2001, respectively.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In
        1996, the Company established a stock option plan. Under the stock option
        plan, options to acquire shares of the Companys common stock may
        be granted to certain officers, directors, and employees of the Company.
        The options will enable the recipient to purchase stock at an exercise
        price equal to or greater than the fair market value of the stock at the
        date of the grant. Those options vest at various annual rates and generally
        expire ten years from the grant date. A summary of stock option activity
        is as follows:
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                         |  | 2003      |   | 2002                  |       | 2001   |          
|---------------------------------------- |  | --------- | - | --------------------- | ----- | ------ | ---------
|                                         |  |           |   |                       |       |        |          
|                                         |  | Shares    |   | Weightedaverage price |       | Shares |          
|                                         |  |           |   |                       |       |        |          
|Outstanding
        at beginning of year |  | 1,561,699 |   | $                     | 8.18  |        | 1,134,009
|Granted                                  |  | 415,750   |   |                       | 10.42 |        | 514,000  
|Forfeited                                |  | (423,095  | ) |                       | 9.44  |        |         
|Exercised                                |  | (270,433  | ) |                       | 7.69  |        | (86,310  
|                                         |  |           |   |                       |       |        |          
|Outstanding
        at end of year       |  | 1,283,921 |   |                       | 8.62  |        | 1,561,699
|                                         |  |           |   |                       |       |        |          
|Options
        exercisable at year-end  |  | 579,587   |   | $                     | 8.18  |        | 653,619  



73

---



The
  following table summarizes information about the plans stock options at
  December 31, 2003:



|  |                                 |  | Options
        outstanding |  | Options
        exercisable                               | 
|- | ------------------------------- |  | --------------------------- |  | --------------------------------------------------------- | 
|  | Range
        of exercise price |  | Number
        outstanding  |  | Weighted
        averageremainingcontractual
        life | 
|$ | 3.79-4.56                       |  | 5,000                       |  | 7.00                                                      | 
|  | 4.88-5.25                       |  | 71,965                      |  | 5.49                                                      | 
|  | 6.58-8.00                       |  | 712,806                     |  | 7.24                                                      | 
|  | 8.75-11.05                      |  | 352,850                     |  | 2.33                                                      | 
|  | 12.13-13.25                     |  | 136,300                     |  | 5.58                                                      | 
|  | 15.75-18.38                     |  | 5,000                       |  | 5.00                                                      | 
|$ | 3.79-18.38                      |  | 1,283,921                   |  | 5.61                                                      | 

Below
  are the fair values of options granted using an option pricing model and the
  model assumptions:



|                                                            |  | 2003 |       | 2002 |   | 2001  |  
|----------------------------------------------------------- |  | ---- | ----- | ---- | - | ----- | -
|Weighted
        per share average fair value at grant date |  | $    | 4.06  |      | $ | 4.47  |  
|Assumptions:                                                |  |      |       |      |   |       |  
|Dividend
        yield                                      |  |      | 1.09  | %    |   | 0.86  | %
|Volatility                                                  |  |      | 28.44 | %    |   | 25.96 | %
|Risk-free
        interest rate                             |  |      | 3.78  | %    |   | 3.82  | %
|Expected

        life                                      |  |      | 10    |      |   | 10    |  

During
  2003, the Company awarded 211,000 shares of restricted stock and 140,667 restricted
  stock units to certain employees of the Company. The awards vest over periods
  ranging up to 3 years. In addition to the service period requirement, 160,000
  shares of restricted stock and 106,667 restricted stock unitshave a vesting
  provision where the awards do not vest until the Companys stock price
  reaches a predetermined level. All awards vest upon a change in control of the
  Company. Except for restrictions placed on the transferability of restricted
  stock, holders of restricted stock have full stockholders rights during
  the term of restriction, including voting rights and the rights to receive dividends.

During
  2003, 57,600 shares of restricted stock and 102,267 restricted stock units vested,
  and the Company recorded additional salaries and benefits expense of $1.6 million.
  As of December 31, 2003, 153,400 shares of unvested restricted stock and
  38,400 restricted stock units were outstanding.

| | (16) | Intangible
        Assets and Goodwill
| | ---- | --------------------------------------

The
  following table presents information about the Companys intangible assets.



|                                |  | December
        31, 2003 |       | December
        31, 2002 |  
|------------------------------- |  | ------------------------- | ----- | ------------------------- | -
|                                |  | Grosscarryingamount       |       | Accumulatedamortization   |  
|                                |  |                           |       |                           |  
|Core
        deposit intangible |  | $                         | 7,508 |                           | $
|                                |  |                           |       |                           |  

74

---



As
  of December 31, 2003, the Company does not have any intangible assets that are
  not being amortized. Aggregate amortization expense on intangible assets for
  the years ended December 31, 2003 and 2002 was $751,000 and $500,000, respectively.
  Estimated annual amortization expense for the years ending December 31, 2004
  through 2008 is as follows (dollars in thousands).





|2004 |  | $ | 751 | 
|---- |  | - | --- | 
|2005 |  |   | 751 | 
|2006 |  |   | 751 | 
|2007 |  |   | 751 | 
|2008 |  |   | 751 | 

Effective
  January 1, 2002, the Company adopted Statement of Accounting Standards No. 142,Goodwill and Other Intangible Assets.
  SFAS 142 requires that goodwill and intangible assets with indefinite useful
  lives no longer be amortized, but instead tested for impairment at least annually.
  It also requires that intangible assets with estimable useful lives be amortized
  over their respective estimate useful lives to their estimated residual values,
  and reviewed for impairment. As required by SFAS 142, the Company discontinued
  recording goodwill amortization effective January 1, 2002. The following table
  compares results of operations as if no goodwill amortization had been recorded
  in 2001.



|                                            |  | 2003                                                  |        | 2002 |   | 2001   | 
|------------------------------------------- |  | ----------------------------------------------------- | ------ | ---- | - | ------ | 
|                                            |  | (Dollars
        in thousands, except per share data) |       
|Reported
        net earnings:              |  | $                                                     | 29,410 |      | $ | 26,217 | 
|Add
        back goodwill amortization      |  |                                                       |       |      |   |       | 
|Adjusted
        net earnings               |  | $                                                     | 29,410 |      | $ | 26,217 | 
|Basic
        earnings per share:           |  |                                                       |        |      |   |        | 
|Reported
        net earnings               |  | $                                                     | 0.77   |      | $ | 0.78   | 
|Add
        back goodwill amortization      |  |                                                       |       |      |   |       | 
|Adjusted
        basic income per share     |  | $                                                     | 0.77   |      | $ | 0.78   | 
|Diluted
        earnings per share:         |  |                                                       |        |      |   |        | 
|Reported
        net earnings               |  | $                                                     | 0.77   |      | $ | 0.78   | 
|Add
        back goodwill amortization      |  |                                                       |       |      |   |       | 
|Adjusted
        diluted earnings per share |  | $                                                     | 0.77   |      | $ | 0.78   | 

In accordance with
  SFAS No. 142, the Company is required to perform an annual impairment analysis
  of their existing goodwill. The Companys goodwill impairment evaluation
  as of December 31, 2003 indicated that no impairment of goodwill from continuing
  operations existed. Net assets from discontinued operations includes $416,000
  and $4.6 million of goodwill at December 31, 2003 and 2002, respectively.
  As described in Note 2, the Company reduced the carrying value of goodwill
  associated with CompuNet in connection with the discontinued operation and pending
  sale of CompuNet.

75

---



| | (17) | 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 $873,693,000 at December 31, 2003. 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, 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.
  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.

| | (18) | 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.

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



|                                                                |  | 2003           |           | 2002                |  
|--------------------------------------------------------------- |  | -------------- | --------- | ------------------- | -
|                                                                |  | Carryingamount |           | Estimatedfair value |  
|Cash
        and cash equivalents                               |  | $              | 117,102   |                     | $
|Investment
        securities                                   |  |                | 986,084   |                     |  
|Mortgage
        loans held for sale                            |  |                | 5,883     |                     |  
|Loans                                                           |  |                | 2,977,021 |                     |  
|Deposits                                                        |  |                | 3,164,443 |                     |  
|Securities
        sold under agreements to repurchase          |  |                | 127,789   |                     |  
|Federal
        funds purchased and other short-term borrowings |  |                | 7,260     |                     |  
|Long-term
        financial borrowings and subordinated debt    |  |                | 746,377   |                     |  
|Derivative
        financialinstruments                         |  |                | (2,002    | )                   |  

76

---



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:

| |  | Cash
        and cash equivalents- The carrying amounts of
        cash and due from banks, federal funds sold, and interest-bearing deposits
        approximate fair value. Federal funds sold generally mature in ninety
        days or less.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 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.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Mortgage
        loans held for sale- The fair value of mortgage
        and student 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,
        and consumer 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 are 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.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Federal
        funds purchased and other short-term borrowings- For these instruments, the current carrying amount is a reasonable estimate
        of fair value.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Long-term
        borrowingsand Subordinated
        Debt- The fair value of long-term borrowings
        and subordinated 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.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Derivative
        financial instruments- The fair value of derivative
        financial instruments is based on the estimated amounts that the Company
        would receive or pay to terminate the contracts at the reporting date,
        based on dealer quotes.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
  fair value estimates presented herein are based on pertinent information available
  to management as of December 31, 2003, and 2002. 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.

| | (19) | Capital
        Adequacy
| | ---- | ------------------------

Quantitative
  measures established by regulation to ensure capital adequacy require the Company
  and its banking subsidiaries to maintain minimum amounts and ratios (set forth
  in the table below on a consolidated basis, dollars in thousands) of total and
  Tier 1 capital (as defined in the regulations) to risk-weighted assets and of
  Tier 1 capital to average assets. At December 31, 2003, 2002 and 2001, total
  risk-based and Tier 1 capital includes approximately $82,549,000, $74,762,000
  and $55,173,000 of Trust Preferred Securities issued by GBCI Capital Trust,
  GBCI Capital Trust II, and ABI Capital Trusts, which is permitted under regulatory
  guidelines. Management believes, as of December 31, 2003, that the Company meets
  all capital adequacy requirements to which it is subject.

77

---





|                                               |  | 2003                           |         | 2002               |       | 2001   |       
|---------------------------------------------- |  | ------------------------------ | ------- | ------------------ | ----- | ------ | ------
|                                               |  | Actual                         |         | Minimumrequired(A) |       | Actual |       
|                                               |  | Amount                         |         | Ratio              |       |        | Amount
|                                               |  | (Dollars
        in thousands) |        
|Total
        capital                          |  |                                |         |                    |       |        |       
|                                               |  |                                |         |                    |       |        |       
|(to
        risk-weighted assets):             |  |                                |         |                    |       |        |       
|Gold
        Banc Corporation                  |  | $                              | 361,002 |                    | 10.78 | %      | $     
|Gold
        Bank  Oklahoma                   |  |                                | 89,290  |                    | 11.39 |        |       
|Gold
        Bank  Florida                    |  |                                | 63,355  |                    | 10.04 |        |       
|Gold
        Bank  Kansas                     |  |                                | 195,768 |                    | 10.13 |        |       
|                                               |  |                                |         |                    |       |        |       
|Tier
        1 capital                         |  |                                |         |                    |       |        |       
|                                               |  |                                |         |                    |       |        |       
|(to
        risk-weighted assets):             |  |                                |         |                    |       |        |       
|Gold
        Banc Corporation                  |  | $                              | 296,985 |                    | 8.87  | %      | $     
|Gold
        Bank  Oklahoma                   |  |                                | 80,856  |                    | 10.31 |        |       
|Gold
        Bank  Florida                    |  |                                | 57,735  |                    | 9.15  |        |       
|Gold
        Bank  Kansas                     |  |                                | 175,806 |                    | 9.10  |        |       
|                                               |  |                                |         |                    |       |        |       
|Tier
        1 capital                         |  |                                |         |                    |       |        |       
|(to
        adjusted quarterly average assets) |  |                                |         |                    |       |        |       
|(leverage
        ratio):                      |  |                                |         |                    |       |        |       
|Gold
        Banc Corporation                  |  | $                              | 296,985 |                    | 7.01  | %      | $     
|Gold
        Bank  Oklahoma                   |  |                                | 80,856  |                    | 7.29  |        |       
|Gold
        Bank  Florida                    |  |                                | 57,735  |                    | 7.16  |        |       
|Gold
        Bank  Kansas                     |  |                                | 175,806 |                    | 7.49  |        |       

| | (A) | Dollar
        amount required to meet guidelines for adequately capitalized institutions.
| | --- | ------------------------------------------------------------------------------------------

78

---



(20)Parent
  Company Condensed Financial Statements

Following
  is condensed financial information of the Company as of December 31, 2003 and
  2002 for the three years ended December 31, 2002 (dollars in thousands):

Condensed
  Balance SheetsDecember 31, 2003 and 2002



|                                                   |  | 2003 |         | 2002 |  
|-------------------------------------------------- |  | ---- | ------- | ---- | -
|Assets                                             |  |      |         |      |  
|Cash                                               |  | $    | 2,183   |      | $
|Investment
        securities                      |  |      | 895     |      |  
|Investment
        in subsidiaries                 |  |      | 350,525 |      |  
|Other                                              |  |      | 9,166   |      |  
|Total
        assets                               |  | $    | 362,769 |      | $
|Liabilities
        and Stockholders Equity       |  |      |         |      |  
|Subordinated
        debt                          |  | $    | 98,099  |      | $
|Borrowings                                         |  |      | 13,126  |      |  
|Other                                              |  |      | 1,827   |      |  
|Total
        liabilities                          |  |      | 113,052 |      |  
|                                                   |  |      |         |      |  
|Stockholders
        equity                       |  |      | 249,717 |      |  
|Total
        liabilities and stockholders equity |  | $    | 362,769 |      | $

Condensed
  Statements of OperationsYears ended December 31, 2003, 2002, and 2001



|                                                                              |  | 2003 |         | 2002 |   | 2001   |  
|----------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------ | -
|Dividends
        from subsidiaries                                           |  | $    | 5,435   |      | $ | 869    |  
|Management
        fees from subsidiaries                                     |  |      | 4,989   |      |   | 10,240 |  
|Interest
        income                                                       |  |      | 208     |      |   | 78     |  
|Gain
        (losses) on sale of investment                                   |  |      | 57      |      |   | (18    | )
|Other
        expense, net                                                    |  |      | (13,354 | )    |   | (6,286 | )
|Income
        (loss) before equity in undistributed earnings of subsidiaries |  |      | (2,665  | )    |   | 4,883  |  
|Equity
        in undistributed earnings of subsidiaries                      |  |      | 38,728  |      |   | 27,494 |  
|Earnings
        before income tax                                            |  |      | 36,063  |      |   | 32,377 |  
|Income
        tax expense                                                    |  |      | 6,653   |      |   | 6,160  |  
|Net
        earnings                                                          |  | $    | 29,410  |      | $ | 26,217 |  

79

---



Condensed
  Statements of Cash Flows

Years
  ended December 31, 2003, 2002, and 2001



|                                                                |  | 2003 |         | 2002 |   | 2001    |  
|--------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | -
|                                                                |  |      |         |      |   |         |  
|Cash
        flows from operating activities:                   |  |      |         |      |   |         |  
|Net
        earnings                                            |  | $    | 29,410  |      | $ | 26,217  |  
|Non-cash
        compensation expense                           |  |      | 1,642   |      |   |        |  
|Non-cash
        portion of recovery from restitution agreement |  |      | (2,300  | )    |   |        |  
|Equity
        in undistributed earnings of subsidiaries        |  |      | (38,728 | )    |   | (27,494 | )
|Extinguishment
        of notes payable                         |  |      |        |      |   |        |  
|(Gain)
        losses on sales of investment securities         |  |      | (57     | )    |   |        |  
|Other                                                           |  |      | (1,661  | )    |   | 5,833   |  
|Net
        cash provided by operating activities               |  |      | (11,694 | )    |   | 4,556   |  
|                                                                |  |      |         |      |   |         |  
|Cash
        flows from investing activities:                   |  |      |         |      |   |         |  
|Net
        change in available for sale securities             |  |      | 13,635  |      |   | (13,537 | )
|Net
        change in loans                                     |  |      |        |      |   |        |  
|Net
        additions to premises and equipment                 |  |      | (801    | )    |   | (595    | )
|Capital
        contributions to subsidiaries                   |  |      | (549    | )    |   | (30,453 | )
|Net
        cash provided by (used in) investing activities     |  |      | 12,285  |      |   | (44,585 | )
|                                                                |  |      |         |      |   |         |  
|Cash
        flows from financing activities:                   |  |      |         |      |   |         |  
|Net
        change in borrowings                                |  |      | 1,499   |      |   | (1,070  | )
|Purchase
        of treasury stock                              |  |      | (4,596  | )    |   | (2,185  | )
|Proceeds
        from sale of treasury stock                    |  |      | 5,727   |      |   |        |  
|Proceeds
        from the issuance of common stock              |  |      | 2,083   |      |   | 47,319  |  
|Proceeds
        from issuance of subordinated debt             |  |      |        |      |   |        |  
|Payment
        of dividends                                    |  |      | (4,720  | )    |   | (2,812  | )
|Net
        cash provided by (used in) financing activities     |  |      | (7      | )    |   | 41,252  |  
|Net
        increase (decrease) in Cash                         |  |      | 584     |      |   | 1,223   |  
|Cash
        at beginning of year                               |  |      | 1,599   |      |   | 376     |  
|Cash
        at end of year                                     |  | $    | 2,183   |      | $ | 1,599   |  

80

---



| |  | The
        primary source of funds available to the Company is the payment of dividends
        by the subsidiaries and borrowings. 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, 2003, the subsidiaries could pay dividends of
        $74.4 million without prior regulatory approval. Bank regulatory authorities
        have the authority to prohibit or limit dividends paid by the Companys
        subsidiary banks to the Company and dividends paid by the Company to its
        shareholders.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (21) | Comprehensive
        Income
| | ---- | ----------------------------

| |  | Comprehensive
        income is defined as the change in equity from transactions and other
        events and circumstances from nonowner sources, and excludes investments
        by and distributions to owners. Comprehensive income includes net income
        and other items of comprehensive income meeting the above criteria. The
        components of other comprehensive income as shown below are unrealized
        holding gains and losses on available for sale securities.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
        amount of income tax expense or benefit allocated to each component of
        other comprehensive income is as follows:
| |  | ------------------------------------------------------------------------------------------------------------------------------------



|                                                                             |  | UnrealizedBefore-taxAmount     |        | Tax
        (expense)or benefit |   | Net
        of taxamount |  
|---------------------------------------------------------------------------- |  | ------------------------------ | ------ | ------------------------------- | - | ------------------------ | -
|                                                                             |  | (Dollars
        in thousands) |       
|Year
        ended December 31, 2003;                                        |  |                                |        |                                 |   |                          |  
|Unrealized
        gains on securities:                                      |  |                                |        |                                 |   |                          |  
|Unrealized
        holding gains (losses)                                    |  | $                              | (7,729 | )                               | $ | 2,597                    |  
|Reclassification
        adjustment for (gains)losses included in net income |  |                                | (1,847 | )                               |   | 678                      |  
|Other
        comprehensive income                                           |  | $                              | (9,576 | )                               | $ | 3,275                    |  
|Year
        ended December 31, 2002                                         |  |                                |        |                                 |   |                          |  
|Unrealized
        gains on securities:                                      |  |                                |        |                                 |   |                          |  
|Unrealized
        holding gains                                             |  | $                              | 15,193 |                                 | $ | (5,791                   | )
|Reclassification
        adjustment for (gains)losses included in net income |  |                                | (9,542 | )                               |   | 3,637                    |  
|Other
        comprehensive income                                           |  | $                              | 5,651  |                                 | $ | (2,154                   | )
|Year
        ended December 31, 2001                                         |  |                                |        |                                 |   |                          |  
|Unrealized
        gains on securities:                                      |  |                                |        |                                 |   |                          |  
|Unrealized
        holding gains (losses)                                    |  | $                              | 342    |                                 | $ | (129                     | )
|Reclassification
        adjustment for (gains)losses included in net income |  |                                | (1,702 | )                               |   | 645                      |  
|Other
        comprehensive income                                           |  | $                              | (1,360 | )                               | $ | 516                      |  

81

---



| | (22) | Derivative
        Financial Instruments
| | ---- | ----------------------------------------

| |  | The
        Company utilizes derivative financial instruments to assist in the management
        of interest rate sensitivity by modifying the repricing of certain liabilities.
        The use of such derivative financial instruments is intended to reduce
        the Companys interest rate exposure. Derivative financial instruments
        held by the Company for purposes of managing interest rate risk are summarized
        as follows:
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                            |  |                                |         |                |     | December
        31, |        |                |   |                |  
|--------------------------- |  | ------------------------------ | ------- | -------------- | --- | -------------------- | ------ | -------------- | - | -------------- | -
|                            |  | 2003                           |         | 2002           |     | 2001                 |       
|                            |  | NotionalAmount                 |         | Creditexposure |     | Notionalamount       |        | Creditexposure |   | Notionalamount |  
|                            |  | (Dollars
        in thousands) |         |                |     |                      |        |                |   |                |  
|Interest
        rate swaps |  | $                              | 227,550 |                | 443 |                      | 82,550 |                |  |                | 
|                            |  |                                |         |                |     |                      |        |                |   |                |  

| |  | The
        notional amounts of derivative financial instruments do not represent
        amounts exchanged by the parties and, therefore, are not a measure of
        the Companys credit exposure through its use of these instruments.
        The credit exposure represents the accounting loss the Company would incur
        in the event the counterparties failed completely to perform according
        to the terms of the derivative financial instruments and the collateral
        held to support the credit exposure was of no value.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | During
        2003 and 2002, Gold Banc received net cash flows on derivative financial
        instruments of $4,336,000 and $1,314,000, respectively. Such amounts were
        recorded as an adjustment of interest expense on borrowings.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | At
        December 31, 2003, derivatives had a negative fair value of $2.0 million
        which was recorded in other liabilities, The derivatives were used to
        hedge against changes in fair value of certain long-term borrowings. The
        fair value adjustment related to such borrowings was $1.5 million, resulting
        in an unrealized loss of $490,000 included in other expense in the accompany
        2003 consolidated statement of operations.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (23) | Recovery
        of Mortgage Subsidiary Closing Expense
| | ---- | -------------------------------------------------------

| |  | On
        August 13, 2001, an arbitration panel ruled in the Companys favor
        on its claims against the sellers of Regional Holding to Gold Bank in
        1999, and denied all counterclaims that the sellers made against the Company.
        The panel canceled promissory notes to the seller totaling $4,080,000,
        plus awarded monetary damages of $489,000. The award of $4,489,000 was
        recorded in the consolidated financial statements as other income in the
        year ended December 31, 2001.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (24) | Summary
        of Operating Results by Quarter  Unaudited
| | ---- | -----------------------------------------------------------



|                                                              |  | Three
        Months Ended |          
|------------------------------------------------------------- |  | -------------------------- | ---------
|2003                                                          |  | March
        31           |          
|Interest
        income                                       |  | $                          | 52,869   
|Interest
        expense                                      |  |                            | 23,332   
|Net
        interest income                                   |  |                            | 29,537   
|Net
        loans                                             |  |                            | 2,746,231
|Non-performing
        loans                                  |  |                            | 24,748   
|Provision
        for loan losses                             |  |                            | 3,550    
|Noninterest
        income                                    |  |                            | 8,444    
|Noninterest
        expense                                   |  |                            | 25,328   
|Income
        from continuing operations                     |  |                            | 6,848    
|Income
        (loss) from discontinued operation, net of tax |  |                            | (139)    
|Net
        earnings                                          |  |                            | 6,709    
|Total
        assets                                          |  |                            | 3,990,964
|Non-performing
        assets                                 |  |                            | 31,172   

82

---

Three
        Months Ended2002
    
    
    March
        31
    
    
    June
        30
    
    
    Sept.
        30
    
    
    Dec.
        31Interest
        income
    
    $
    47,798
    
    $
    50,134
    
    $
    50,954
    
    $
    53,046Interest
        expense
    
    
    23,838
    
    
    24,701
    
    
    24,775
    
    
    24,711Net
        interest income
    
    
    23,960
    
    
    25,433
    
    
    26,179
    
    
    28,335Net
        loans
    
    
    2,277,470
    
    
    2,394,614
    
    
    2,464,065
    
    
    2,671,788Non-performing
        loans
    
    
    20,956
    
    
    18,100
    
    
    18,242
    
    
    15,867Provision
        for loan losses
    
    
    5,035
    
    
    4,920
    
    
    3,165
    
    
    6,300Noninterest
        income
    
    
    8,954
    
    
    12,026
    
    
    10,693
    
    
    13,815Noninterest
        expense
    
    
    20,246
    
    
    22,941
    
    
    23,834
    
    
    25,890Income
        from continuing operations
    
    
    5,859
    
    
    6,886
    
    
    7,321
    
    
    5,665Income
        from discontinued operation, net of tax
    
    
    198
    
    
    154
    
    
    112
    
    
    20Net
        earnings
    
    
    6,057
    
    
    7,040
    
    
    7,435
    
    
    5,685Total
        assets
    
    
    3,234,970
    
    
    3,323,012
    
    
    3,648,881
    
    
    3,811,723Non-performing
        assets
    
    
    29,963
    
    
    24,963
    
    
    25,234
    
    
    22,22683Three
        Months Ended2001
    
    
    March
        31
    
    
    June
        30
    
    
    Sept.
        30
    
    Dec.
        31Interest
        income
    
    $
    52,986
    
    $
    51,116
    
    $
    50,724
    
    51,975Interest
        expense
    
    
    30,727
    
    
    29,599
    
    
    29,869
    
    27,528Net
        interest income
    
    
    22,259
    
    
    21,517
    
    
    20,855
    
    24,447Net
        loans
    
    
    1,819,004
    
    
    1,867,255
    
    
    2,019,144
    
    2,124,973Non-performing
        loans
    
    
    18,881
    
    
    17,773
    
    
    20,573
    
    23,007Provision
        for loan losses
    
    
    2,545
    
    
    1,795
    
    
    5,225
    
    5,749Noninterest
        income
    
    
    8,617
    
    
    7,352
    
    
    8,384
    
    7,322Noninterest
        expense
    
    
    19,110
    
    
    19,219
    
    
    17,418
    
    22,915Income
        from continuing operations
    
    
    6,040
    
    
    5,595
    
    
    6,092
    
    5,090Income
        from discontinued operation, net of tax
    
    
    23
    
    
    98
    
    
    161
    
    182Net
        earnings
    
    
    6,063
    
    
    5,693
    
    
    6,253
    
    5,272Total
        assets
    
    
    2,694,343
    
    
    2,871,172
    
    
    2,933,000
    
    3,014,955Non-performing
        assets
    
    
    22,576
    
    
    23,556
    
    
    30,022
    
    32,512Three
        Months EndedPer
        Share 2003
    
    
    March
        31
    
    
    June
        30
    
    
    Sept.
        30
    
    
    Dec.
        31Net
        earnings from continuingoperations
         basic
    
    $
    0.18
    
    $
    0.19
    
    $
    0.26
    
    $
    0.23Net
        earnings from discontinued operations  basic
    
    
    
    
    
    
    
    
    (0.04
    )
    
    (0.05
    )Net
        earnings-basic
    
    
    0.18
    
    
    0.19
    
    
    0.22
    
    
    0.18Net
        earnings from continuing operations  diluted
    
    
    0.18
    
    
    0.19
    
    
    0.26
    
    
    0.23Net
        earnings from discontinued operations  diluted
    
    
    
    
    
    
    
    
    (0.04
    )
    
    (0.05
    )Net
        earnings-diluted
    
    
    0.18
    
    
    0.19
    
    
    
    
    
    0.18Dividends
    
    
    0.03
    
    
    0.03
    
    
    0.03
    
    
    0.03Three
        Months EndedPer
        Share 2002
    
    March
        31
    
    June
        30
    
    Sept.
        30
    
    Dec.
        31Net
        earnings from continuingoperations
         basic
    
    $
    0.18
    
    $
    0.20
    
    $
    0.21
    
    $
    0.17Net
        earnings from discontinued operations  basic
    
    
    0.01
    
    
    0.01
    
    
    
    
    
    Net
        earnings-basic
    
    
    0.19
    
    
    0.21
    
    
    0.21
    
    
    0.17Net
        earnings from continuing operations  diluted
    
    
    0.18
    
    
    0.20
    
    
    0.21
    
    
    0.17Net
        earnings from discontinued operations  diluted
    
    
    0.01
    
    
    0.01
    
    
    
    
    
    Net
        earnings-diluted
    
    
    0.19
    
    
    0.21
    
    
    0.22
    
    
    0.17Dividends
    
    
    0.02
    
    
    0.02
    
    
    0.02
    
    
    0.02Three
        Months EndedPer
        Share 2001
    
    March
        31
    
    June
        30
    
    Sept.
        30
    
    Dec.
        31Net
        earnings from continuingoperations
         basic
    
    $
    0.17
    
    $
    0.16
    
    $
    0.18
    
    $
    0.15Net
        earnings from discontinued operations  basic
    
    
    
    
    
    
    
    
    
    
    
    0.01Net
        earnings (loss)-basic
    
    
    0.17
    
    
    0.16
    
    
    0.18
    
    
    0.16Net
        earnings from continuing operations  diluted
    
    
    0.17
    
    
    0.16
    
    
    0.18
    
    
    0.14Net
        earnings from discontinued operations  diluted
    
    
    
    
    
    
    
    
    
    
    
    0.0184Three
        Months EndedPer
        Share 2001
    
    
    March
        31
    
    
    June
        30
    
    
    Sept.
        30
    
    
    Dec.
        31Net
        earnings (loss)-diluted
    
    
    0.17
    
    
    0.16
    
    
    0.18
    
    
    0.15Dividends
    
    
    0.02
    
    
    0.02
    
    
    0.02
    
    
    0.02(25)
    Subsequent
        EventsOn
        February 25, 2004, the Company entered into a definitive merger agreement
        with Silver Acquisition Corporation (Silver), whereby Silver will acquire
        all of the outstanding common stock of the Company for $16.60 per share
        in cash. The merger is expected to be completed in the third quarter of
        2004, subject to shareholder and regulatory approval.On March 10, 2004, a class action lawsuit
      was filed by Laurie McBride on behalf of herself and all others similarly
      situated against the Company and nine of its directors in the District Court
      of Johnson County, Kansas. The lawsuit relates to a resale by the Company
      of 530,000 shares of the Company's common stock to five directors in the
      second quarter of 2003, which shares were obtained from Michael Gullion
      in partial satisfaction of his restitution obligations to the Company. For
      a more detailed discussion of the matters surrounding the misconduct of
      Mr. Gullion and the restitution the Company received from him, see the Company's
      Annual Report on Form 10-K/A for the year ended December 31, 2002 and its
      Form 10-Q for the quarterly period ended September 30, 2003. The complaint
      alleges that the Company's directors breached their fiduciary duties by
      approving the Agreement and Plan of Merger with Silver Acquisition Corp.
      and SAC Acquisition Corp., to enable those directors to sell those shares
      sooner than they would have otherwise been legally able to do under the
      federal securities laws. The Company believes the claims made by the plaintiffs
      are without merit and intends to vigorously defend this lawsuit.85ITEM
        9.
    CHANGES IN AND
        DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.Not
  applicable.ITEM
  9ACONTROLS
  AND PROCEDURESAs
  of the end of the period covered by this report, an evaluation was carried out
  under the supervision and with the participation of our management, including
  our Chief Executive Officer and Chief Financial Officer, of the effectiveness
  of the design and operation of our disclosure controls and procedures. There
  are inherent limitations to the effectiveness of any system of disclosure controls
  and procedures, including the possibility of human error and the circumvention
  or overriding of the controls and procedures. Accordingly, even effective disclosure
  controls and procedures can only provide reasonable assurance of achieving their
  control objectives. Based upon and as of the date of the evaluation, our Chief
  Executive Officer and Chief Financial Officer concluded that the design and
  operation of these disclosure controls and procedures were effective in all
  material respects to provide reasonable assurance that information required
  to be disclosed in the reports we file and submit under the Exchange Act is
  recorded, processed, summarized and reported as and when required.During the period from January 1,
  2003 to April 15, 2003 (the filing date of our Annual Report on Form 10-K/A
  for 2002), we strengthened our internal controls over financial reporting by
  taking the actions described under Item 14 in that Form 10-K/A. During the period
  from April 15, 2003 to September 30, 2003, we further enhanced our internal
  controls over financial reporting, the more significant of which are reflected
  in the following actions:i)
    set disbursement limits for
      all officers, including a limit of $250,000 for the Chief Executive Officer
      and require Board approval for disbursements above that amount;ii)
    segregated the responsibilities
      for ordering, auditing and reconciling transactions;iii)
    conduct monthly reconciliations
      of various accounts, including prepaid expenses, other assets and accrued
      expenses;iv)
    perform monthly reviews of bank
      accounts of executive officers and directors;v)
    established guidelines for review
      and approval for the payment and reimbursement of expenses to or on behalf
      of affiliated parties;vi)
    reconcile general ledger accounts
      for the Company and its subsidiaries, and timely resolve any open items;vii)
    hired a Director of Internal
      Audit and increased the number and scope of internal audits;viii)
    perform periodic reviews of
      the Company's compliance with Section 36 of the Federal Deposit Insurance
      Act, which pertains to compliance with internal controls and financial reporting
      obligations under the Federal Deposit Insurance Corporation Act of 1991;ix)
    and strengthened the security
      of our information systems to provide further protection against intrusions.

There were no changes in our internal control over financial
  reporting that occurred during the quarter ended December 31, 2003 that materially
  affected, or are reasonably likely to materially affect, our internal control
  over financial reporting.PART
  IIIITEM
  10.DIRECTORS
  AND EXECUTIVE OFFICERS OF THE REGISTRANT.The
  information required by this Item concerning the directors and executive officers
  of the Company is incorporated herein by reference, under the captions Election
  of Directors and Executive Officers, from the Companys
  definitive Proxy Statement for its Annual Meeting of Stockholders to be filed
  with the SEC pursuant to Regulation 14A within 120 days after the end of the
  Companys last fiscal year.The
  information required by this Item concerning beneficial ownership reporting
  compliance of the Company is incorporated herein by reference, under the caption
  Section 16(a) Beneficial Ownership Reporting Compliance, from the
  Companys definitive Proxy Statement for its Annual Meeting of Stockholders
  to be filed with the SEC pursuant to Regulation 14A within 120 days after the
  end of the Companys last fiscal year.ITEM
  11.EXECUTIVE
  COMPENSATION.The
  information required by this Item concerning remuneration of the Companys
  officers and directors is incorporated herein by reference from the Companys
  definitive Proxy Statement for its Annual Meeting of Stockholders to be filed
  with the SEC pursuant to Regulation 14A within 120 days after the end of the
  Companys last fiscal year.ITEM
  12.SECURITY
  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTThe
  information required by this Item concerning the stock ownership of management
  and five percent beneficial owners is incorporated herein by reference from
  the Companys definitive Proxy Statement for its 2003 Annual Meeting of
  Stockholders to be filed with the SEC pursuant to Regulation 14A within 120
  days after the end of the Companys last fiscal year.86ITEM
  13.CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONSAdditional
  information required by this Item concerning certain relationships and related
  transactions is incorporated herein by reference from the Companys definitive
  Proxy Statement for its Annual Meeting of Stockholders, to be filed with the
  SEC pursuant to Regulation 14A within 120 days after the end of the Companys
  last fiscal year.ITEM
  14.PRINCIPAL
  ACCOUNTING FEES AND SERVICESInformation
  required by this Item 14 is incorporated herein by reference from the Companys
  definitive Proxy Statement for its Annual Meeting of Stockholders, to be filed
  with the SEC pursuant to Regulation 14A within 120 days after the end of the
  Companys last fiscal year.PART
  IVITEM
  15.EXHIBITS,
  FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K(a)Exhibits,
  Financial Statements and Financial Statement Schedules:(1)Financial
  Statements:The
  following consolidated financial statements of our Company and report of our
  Companys independent auditors are filed herewith:Independent
  Auditors Report.Consolidated
  Balance Sheets as of December 31, 2003 and 2002Consolidated
  Statements of Operations for the years ended December 31, 2003 and 2002Consolidated
  Statements of Stockholders Equity and Comprehensive Income for the years
  endedDecember 31, 2003, 2002 and 2001Consolidated
  Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001Notes
  to Consolidated Financial Statements.87(2)Financial
  Statement Schedules:The
  following financial statement schedules of our Company, if any, are filed herewith:None(3)Exhibits:2.1
    Branch
        Purchase and Assumption Agreement, dated September 16, 2003, by and between
        Gold Bank-Kansas and Leonard R. Wolfe, relating to the sale of seven branches
        of Gold Bank-Kansas to Mr. Wolfe. (Previously filed as Exhibit 2.1
        to our Quarterly Report on Form 10-Q (File No. 28936) for the quarterly
        period ended December 30, 2002 and filed with the SEC on November 14,
        2003 and the same is incorporated herein by reference.)2.2
    Agreement
        and Plan of Merger, dated February 24, 2004, by and among Gold Banc Corporation,
        Inc., Silver Acquisition Corp., and SAC Acquisition Corp. (Previously
        filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the
        SEC on February 25, 2004 and the same is incorporated by reference herein.)3.1
    Restated
        Articles of Incorporation of Gold Banc. (Previously filed as Exhibit 3.(A)
        to our Registration Statement on Form SB-2 (File No. 333-12377) and the
        same is incorporated herein by reference.)3.2
    Certificate
        of Amendment to Restated Articles of Incorporation. (Previously filed
        as Exhibit 3.(A) (I) to our Registration Statement on Form S-4 (File No.
        333-28563) and the same is incorporated herein by reference.)3.3
    Amended
        and Restated Bylaws of Gold Banc. (Previously filed as Exhibit 3.3 to
        our Registration Statement on Form S-3 (File No. 333-98579) filed with
        the SEC on October 7, 2002, and the same is incorporated herein by reference.)4.1
    Form
        of Common Stock Certificate. (Previously filed as Exhibit 4 to our Registration
        Statement on Form SB-2 (File No. 333-12377) and the same is incorporated
        herein by reference.)4.2
    Rights
        Agreement dated October 13, 1999, between Gold Banc and American Stock
        Transfer and Trust, as Rights Agent. (Previously filed as Exhibit 4.1
        to our Current Report on Form 8-K filed October 15, 1999 and the same
        is incorporated herein by reference.)4.2.1
    Amendment
        No. 1 to Rights Agreement dated as of February 24, 2004, between Gold
        Banc and American Stock Transfer and Trust, as Rights Agent.4.3
    Form
        of Federal Home Loan Bank Credit Agreement to which each of Gold Bancs
        banking subsidiaries is a party. (Previously filed as Exhibit 10. (F)
        to our Registration Statement on Form SB-2 (File No. 333-12377) and the
        same is incorporated herein by reference.)4.4
    Form
        of Junior Subordinated Indenture between Gold Banc and Bankers Trust Company
        as Trustee relating to GBCI Capital Trust. (Previously filed as Exhibit
        4. (A) to our Registration Statement on Form SB-2 (File No. 333-39849)
        and the same is incorporated herein by reference.)4.5
    Form
        of Amended and Restated Trust Agreement among Gold Banc, Bankers Trust
        Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee
        and various holders of Trust Securities relating to GBCI Capital Trust.
        (Previously filed as Exhibit 4. (B) to our Registration Statement on Form
        SB-2 (File No. 333-39849) and the same is incorporated herein by reference.)4.6
    Form
        of Guaranty Agreement between Gold Banc, as Guarantor, and Bankers Trust
        Company, as Trustee relating to GBCI Capital Trust. (Previously filed
        as Exhibit 4. (C) to our Registration Statement on Form SB-2 (File No.
        333-39849) and the same is incorporated herein by reference.)4.7
    Form
        of Junior Subordinated Indenture between Gold Banc and Bankers Trust Company
        as Trustee relating to GBCI Capital Trust II. (Previously filed as Exhibit
        4. (A) to our Registration Statement on Form S-3 (File No. 333-76623)
        and the same is incorporated herein by reference.)884.8
    Form
        of Amended and Restated Trust Agreement between Gold Banc, Bankers Trust
        Company, as Property Trustee, and Bankers Trust (Delaware), as Delaware
        Trustee, relating to GBCI Capital Trust II. (Previously filed as Exhibit
        4. (C) to our Registration Statement on Form S-3 (File No. 333-76623)
        and the same is incorporated herein by reference.)4.9
    Form
        of Guarantee Agreement between Gold Banc, as Guarantor, and Bankers Trust
        Company, as Trustee, relating to GBCI Capital Trust II. (Previously filed
        as Exhibit 4. (E) to our Registration Statement on Form S-3 (File No.
        333-76623) and the same is incorporated herein by reference.)4.10
    Registration
        Rights Agreement among Gold Banc, Daniel Buford, Sam Buford, Sharon Buford,
        Stephen Buford, Dillard Enterprises, L.L.C., Eric M. Bohne Revocable Family
        Trust #1, and Eric M. Bohne Revocable Family Trust #2, dated as of December
        10, 1998. (Previously filed as Exhibit 10. (M) to our Annual Report on
        Form 10-K filed March 31, 1999 for the year ended December 31, 1998 and
        the same is incorporated herein by reference.)4.11
    Assignment
        and Assumption of Rights, Duties, and Obligations of Guarantor under the
        Amended and Restated Guarantee Agreement, dated March 20, 2000, among
        American Bancshares, Inc. and Gold Banc Acquisition Corporation XI, Inc.
        (Previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed
        on March 23, 2000 and the same is incorporated herein by reference.)4.12
    Assignment
        and Assumption of Rights, Duties, and Obligations of Depositor under the
        Amended and Restated Trust Agreement, dated March 20, 2000, among American
        Bancshares, Inc. and Gold Banc Acquisition Corporation XI, Inc. (Previously
        filed as Exhibit 10.2 to our Current Report on Form 8-K filed on March
        23, 2000 and the same is incorporated herein by reference.)4.13
    First
        Supplemental Indenture dated as of March 20, 2000 to Junior Subordinated
        Indenture dated as of July 7, 1998, by Gold Banc Acquisition Corporation
        XI, Inc. as successor by merger to American Bancshares, Inc. (Previously
        filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March
        23, 2000 and the same is incorporated herein by reference.)4.14
    Resignation
        of Administrator of ABI Capital Trust, dated March 20, 2000, by Brian
        M. Watterson. (Previously filed as Exhibit 10.4 to our Current Report
        on Form 8-K filed on March 23, 2000 and the same is incorporated herein
        by reference.)4.15
    Resignation
        of Administrator of ABI Capital Trust, dated March 20, 2000, by Jerry
        L. Neff. (Previously filed as Exhibit 10.5 to our Current Report on Form
        8-K filed on March 23, 2000 and the same is incorporated herein by reference.)4.16
    Appointment
        of Administrators of ABI Capital Trust, dated March 20, 2000, by Keith
        E. Bouchey. (Previously filed as Exhibit 10.6 to our Current Report on
        Form 8-K filed on March 23, 2000 and the same is incorporated herein by
        reference.)4.17
    Appointment
        of Administrators of ABI Capital Trust, dated March 20, 2000, by Steven
        E. Rector. (Previously filed as Exhibit 10.7 to our Current Report on
        Form 8-K filed on March 23, 2000 and the same is incorporated herein by
        reference.)4.18
    Form
        of Junior Subordinated Indenture between American Bancshares, Inc. and
        Bankers Trust Company as Trustee relating to ABI Capital Trust. (Previously
        filed as Exhibit 4.1 to ABI Capital Trusts Registration Statement
        on Form S-1 (File No. 333-56095) and the same is incorporated herein by
        reference.)4.19
    Form
        of Trust Agreement between American Bancshares, Inc. and Bankers Trust
        (Delaware) as Trustee relating to ABI Capital Trust. (Previously filed
        as Exhibit 4.3 to ABI Capital Trusts Registration Statement on Form
        S-1 (File No. 333-56095) and the same is incorporated herein by reference.)894.20
    Form
        of Amended and Restated Trust Agreement between American Bancshares, Inc.,
        Bankers Trust Company, as Property Trustee, and Bankers Trust (Delaware),
        as Delaware Trustee, relating to ABI Capital Trust. (Previously filed
        as Exhibit 4.4 to ABI Capital Trusts Registration Statement on Form
        S-1 (File No. 333-56095) and the same is incorporated herein by reference.)4.21
    Form
        of Amended and Restated Guarantee Agreement between American Bancshares,
        Inc., as Guarantor, and Bankers Trust Company, as Trustee, relating to
        ABI Capital Trust. (Previously filed as Exhibit 4.6 to ABI Capital Trusts
        Registration Statement on Form S-1 (File No. 333-56095) and the same is
        incorporated herein by reference.)4.22
    Indenture,
        dated as of November 28, 2001, by Gold Banc, as Issuer, to Wilmington
        Trust Company, as Trustee, Paying Agent, Calculation Agent and Securities
        Registrar. (Previously filed as Exhibit 10.33 to our Annual Report on
        Form 10-K for the year ended December 31, 2001 and filed with the SEC
        on March 25, 2002 (File No. 0-28936).)4.23
    Amended
        and Restated Loan Agreement, dated as of December 1, 1998, between Gold
        Banc Corporation, Inc. and LaSalle National Bank. (Previously filed as
        Exhibit 10.36 to our Quarterly Report on Form 10-Q filed with the SEC
        on August 13, 2002 for the period ended June 30, 2002 and the same is
        incorporated herein by reference.)4.24
    First
        Amendment to Amended and Restated Loan Agreement, dated as of April 26,
        1999, between Gold Banc Corporation, Inc. and LaSalle National Bank. (Previously
        filed as Exhibit 10.37 to our Quarterly Report on Form 10-Q filed with
        the SEC on August 13, 2002 for the period ended June 30, 2002 and the
        same is incorporated herein by reference.)4.25
    Second
        Amendment to Amended and Restated Loan Agreement, dated as of May 1, 2000,
        between Gold Banc Corporation, Inc. and LaSalle Bank National Association.
        (Previously filed as Exhibit 10.38 to our Quarterly Report on Form 10-Q
        filed with the SEC on August 13, 2002 for the period ended June 30, 2002
        and the same is incorporated herein by reference.)4.26
    Third
        Amendment to Amended and Restated Loan Agreement, dated as of July 1,
        2000, between Gold Banc Corporation, Inc. and LaSalle Bank National Association.
        (Previously filed as Exhibit 10.39 to our Quarterly Report on Form 10-Q
        filed with the SEC on August 13, 2002 for the period ended June 30, 2002
        and the same is incorporated herein by reference.)4.27
    Fourth
        Amendment to Amended and Restated Loan Agreement, dated as of January
        23, 2001, between Gold Banc Corporation, Inc. and LaSalle Bank National
        Association. (Previously filed as Exhibit 10.40 to our Quarterly Report
        on Form 10-Q filed with the SEC on August 13, 2002 for the period ended
        June 30, 2002 and the same is incorporated herein by reference.)4.28
    Fifth
        Amendment to Amended and Restated Loan Agreement, dated as of July 1,
        2001, between Gold Banc Corporation, Inc. and LaSalle Bank National Association.
        (Previously filed as Exhibit 10.41 to our Quarterly Report on Form 10-Q
        filed with the SEC on August 13, 2002 for the period ended June 30, 2002
        and the same is incorporated herein by reference.)4.29
    Sixth
        Amendment to Amended and Restated Loan Agreement, dated as of September
        28, 2001, between Gold Banc Corporation, Inc. and LaSalle Bank National
        Association. (Previously filed as Exhibit 10.42 to our Quarterly Report
        on Form 10-Q filed with the SEC on August 13, 2002 for the period ended
        June 30, 2002 and the same is incorporated herein by reference.)4.30
    Seventh
        Amendment to Amended and Restated Loan Agreement, dated as of July 1,
        2002, between Gold Banc Corporation, Inc. and LaSalle Bank National Association.
        (Previously filed on Exhibit 10.43 to our Quarterly Report on Form 10-Q
        filed with the SEC on August 13, 2002 for the period ended June 30, 2002
        and the same is incorporated herein by reference.)4.31
    Replacement
        Revolving Note, dated as of July 1, 2002, in favor of LaSalle Bank National
        Association. (Previously filed on Exhibit 10.44 to our Quarterly Report
        on Form 10-Q filed with the SEC on August 13, 2002 for the period ended
        June 30, 2002 and the same is incorporated herein by reference.)904.32
    Amended
        and Restated Third Party Pledge Agreement, dated as of June 1, 2002, between
        GBC Kansas, Inc. and LaSalle Bank National Association. (Previously filed
        on Exhibit 10.45 to our Quarterly Report on Form 10-Q filed with the SEC
        on August 13, 2002 for the period ended June 30, 2002 and the same is
        incorporated herein by reference.)4.33
    Eighth Amendment
        to Amended and Restated Loan Agreement, dated as of July 1, 2003, between
        Gold Banc Corporation, Inc. and La Salle Bank National Association. (Previously
        filed as Exhibit 4.33 to our Quarterly Report on Form 10-Q filed with
        the SEC on August 14, 2003 for the period ended June 30, 2003 and the
        same is incorporated by reference herein.)9.2
    Proxy
        Agreement/Stockholder Agreement between Michael W. Gullion, William F.
        Wright, and Allen D. Petersen dated as of September 15, 1996. (Previously
        filed as Exhibit 9.B to our Registration Statement on Form SB-2 (File
        No. 333-12377) and the same is incorporated herein by reference.)9.3
    Accession
        of The Lifeboat Foundation to the Proxy Agreement/Stockholder Agreement
        among Michael W. Gullion, William F. Wright, and Allen D. Petersen, dated
        May 28, 1997. (Previously filed as Exhibit 9.(C) to our Registration Statement
        on Form SB-2 (File No. 333-39849) and the same is incorporated herein
        by reference.)9.4
    Addendum
        to Proxy/Shareholder Agreement between Michael W. Gullion and William
        Wallman dated as of February 10, 1999. (Previously filed as Exhibit 9.(D)
        to our Annual Report on Form 10-K filed March 31, 1999 for the year ended
        December 31, 1998 and the same is incorporated herein by reference.)9.5
    Addendum
        to Proxy/Shareholder Agreement among Michael W. Gullion, Allen D. Peterson,
        William F. Wright and The Lifeboat Foundation, dated as of February 10,
        1999. (Previously filed as Exhibit 9.(C) to our Annual Report on Form
        10-K filed March 31, 1999 for the year ended December 31, 1998 and the
        same is incorporated herein by reference.)*10.1
    Amended
        and Restated Employment Agreement between Gold Banc Corporation, Inc.
        and Malcolm M. Aslin dated March 28, 2003. (Previously filed as Exhibit
        10.1 to our Annual Report on Form 10-K filed with the SEC on March 31,
        2003 for the period ended December 31, 2002 and the same is incorporated
        herein by reference.)*10.2
    Change
        in Control Agreement between Gold Banc Corporation, Inc. and Rick Tremblay,
        dated November 5, 2003. (Previously filed as Exhibit 10-2 to our Quarterly
        Report on Form 10-Q filed with the SEC in November 14, 2003 for the quarterly
        period ended September 30, 2003 and the same is incorporated herein by
        reference.)*10.3
    Gold
        Banc Corporation, Inc. 1996 Equity Compensation Plan. (Previously filed
        as Exhibit 10. (C) to our Registration Statement on Form SB-2 (File No.
        333-12377) and the same is incorporated herein by reference.)10.4
    Form
        of Tax Sharing Agreements between Gold Banc and Gold Bancs Subsidiaries.
        (Previously filed as Exhibit 10. (E) to our Registration Statement on
        Form SB-2 (File No. No. 333-12377) and the same is incorporated herein
        by reference.)*10.5

    1994
        Key Employer Stock Option Plan. (Previously filed as Exhibit 4.3 to our
        Registration Statement on Form S-8 (File No. 333-34152) and the same is
        incorporated herein by reference).*10.6
    Incentive
        Stock Option Plan, dated May 28, 1996, and Form of Incentive Stock Option
        Agreement. (Previously filed as Exhibit 10.9 to the American Bancshares,
        Inc. Annual Report on Form 10-KSB filed on March 31, 1997, and the same
        is incorporated herein by reference.)*10.7
    1999
        Stock Option and Equity Incentive Plan, dated March 22, 1999. (Previously
        filed as Exhibit A to the American Bancshares, Inc. Proxy Statement filed
        April 12, 1999, and the same is incorporated herein by reference).9110.8
    ISDA
        Master Agreement (Multi-currencyCross Border), dated August 14,
        2002, between Citibank, N.A. and Gold Banc Corporation, Inc., including
        the Schedule to the ISDA Master Agreement. (Previously filed as Exhibit
        10.46 to our Quarterly Report on Form 10-Q filed with the SEC on October
        14, 2002 for the period ended September 30, 2002 and the same is incorporated
        herein by reference.)10.9
    ISDA
        Credit Support Annex (Bilateral Form), dated August 14, 2002, between
        Citibank, N.A. and Gold Banc Corporation, Inc., including the paragraph
        13 attachment thereto. (Previously filed as Exhibit 10.47 to our Quarterly
        Report on Form 10-Q filed with the SEC on October 14, 2002 for the period
        ended September 30, 2002 and the same is incorporated herein by reference.)10.10
    Amended
        Confirmation, dated August 28, 2002, from Citibank, N.A. to Gold Banc
        Corporation, Inc., relating to an interest rate swap transaction with
        a notional amount of USD 28,750,000 and a termination date of December
        31, 2027. (Previously filed as Exhibit 10.48 to our Quarterly Report on
        Form 10-Q filed with the SEC on October 14, 2002 for the period ended
        September 30, 2002 and the same is incorporated herein by reference.)10.11
    Amended
        Confirmation, dated August 28, 2002, from Citibank, N.A. to Gold Banc
        Corporation, Inc., relating to an interest rate swap transaction with
        a notional amount of USD 37,550,000 and a termination date of June 30,
        2029. (Previously filed as Exhibit 10.49 to our Quarterly Report on Form
        10-Q filed with the SEC on October 14, 2002 for the period ended September
        30, 2002 and the same is incorporated herein by reference.)10.12
    ISDA
        Master Agreement (Multi-currencyCross Border), dated August 14,
        2002, between Citibank, N.A. and GBC Florida, Inc., including the Schedule
        to the ISDA Master Agreement. (Previously filed as Exhibit 10.50 to our
        Quarterly Report on Form 10-Q filed with the SEC on October 14, 2002 for
        the period ended September 30, 2002 and the same is incorporated herein
        by reference.)10.13
    ISDA
        Credit Support Annex (Bilateral Form), dated August 14, 2002, between
        Citibank, N.A. and GBC Florida, Inc., including the paragraph 13 attachment
        thereto. (Previously filed as Exhibit 10.51 to our Quarterly Report on
        Form 10-Q filed with the SEC on October 14, 2002 for the period ended
        September 30, 2002 and the same is incorporated herein by reference.)10.14
    Amended
        Confirmation, dated August 28, 2002, from Citibank, N.A. to GBC Florida,
        Inc., relating to an interest rate swap transaction with a notional amount
        of USD 16,249,470 and a termination date of December 31, 2027. (Previously
        filed as Exhibit 10.52 to our Quarterly Report on Form 10-Q filed with
        the SEC on October 14, 2002 for the period ended September 30, 2002 and
        the same is incorporated herein by reference.)10.17
    Confirmation,
        dated August 13, 2003, from Citibank, N.A. to Gold Banc Corporation, Inc.,
        relating to an interest rate swap transaction with a notional amount of
        USD 30,000,000 and a termination date of May 1, 2011. (Previously filed
        as Exhibit 10.17 to our Quarterly Report on Form 10-Q filed with the SEC
        on November 14, 2003 for the quarterly period ended September 30, 2003
        and the same is incorporated herein by reference.)10.18
    Confirmation,
        dated August 13, 2003, from Citibank, N.A. to Gold Banc Corporation, Inc.,
        relating to an interest rate swap transaction with a notional amount of
        USD 30,000,000 and a termination date of May 2, 2011. (Previously filed
        as Exhibit 10.18 to our Quarterly Report on Form 10-Q filed with the SEC
        on November 14, 2003 for the quarterly period ended September 30, 2003
        and the same is incorporated herein by reference.)10.19
    Confirmation,
        dated August 13, 2003, from Citibank, N.A. to Gold Banc Corporation, Inc.,
        relating to an interest rate swap transaction with a notional amount of
        USD 25,000,000 and a termination date of July 30, 2010. (Previously filed
        as Exhibit 10.19 to our Quarterly Report on Form 10-Q filed with the SEC
        on November 14, 2003 for the quarterly period ended September 30, 2003
        and the same is incorporated herein by reference.)9210.20
    Confirmation,
        dated August 13, 2003, from Citibank, N.A. to Gold Banc Corporation, Inc.,
        relating to an interest rate swap transaction with a notional amount of
        USD 30,000,000 and a termination date of May 16, 2011. (Previously filed
        as Exhibit 10.20 to our Quarterly Report on Form 10-Q filed with the SEC
        on November 14, 2003 for the quarterly period ended September 30, 2003
        and the same is incorporated herein by reference.)10.21
    Confirmation,
        dated August 13, 2003, from Citibank, N.A. to Gold Banc Corporation, Inc.,
        relating to an interest rate swap transaction with a notional amount of
        USD 30,000,000 and a termination date of May 16, 2011. (Previously filed
        as Exhibit 10.21 to our Quarterly Report on Form 10-Q filed with the SEC
        on November 14, 2003 for the quarterly period ended September 30, 2003
        and the same is incorporated herein by reference.)10.22
    Confirmation,
        dated August 13, 2003, from Citibank, N.A. to Gold Banc Corporation, Inc.,
        relating to an interest rate swap transaction with a notional amount of
        USD 30,000,000 and a termination date of May 2, 2011. (Previously filed
        as Exhibit 10.22 to our Quarterly Report on Form 10-Q filed with the SEC
        on November 14, 2003 for the quarterly period ended September 30, 2003
        and the same is incorporated herein by reference.)10.23
    Confirmation,
        dated August13, 2003, from Citibank, N.A. to Gold Banc Corporation, Inc.,
        relating to an interest rate swap transaction with a notional amount of
        USD 15,000,000 and a termination date of November 8, 2010. (Previously
        filed as Exhibit 10.23 to our Quarterly Report on Form 10-Q filed with
        the SEC on November 14, 2003 for the quarterly period ended September
        30, 2003 and the same is incorporated herein by reference.)10.24
    Restricted Stock Agreement, dated February
      5, 2004, by and between Gold Banc Corporation, Inc. and Malcolm M. Aslin.10.25
    Restricted Stock Unit Agreement, dated February 5, 2004,
        by and between Gold Banc Corporation, Inc. and Malcolm M. Aslin.10.26
    Restricted Stock Agreement, dated February 5, 2004,
        by and between Gold Banc Corporation, Inc. and Malcolm M. Aslin10.27
    Restricted Stock Unit Agreement,
        dated February 5, 2004, by and between Gold Banc Corporation, Inc. and Malcolm M. Aslin.10.28
    Restricted Stock Agreement, dated
        February 5, 2004, by and between Gold Banc Corporation, Inc. and Rick Tremblay.10.29
    Restricted Stock Unit Agreement,
        dated February 5, 2004, by and between Gold Banc Corporation, Inc. and Rick Tremblay21.1
    List
        of Subsidiaries of Gold Banc Corporation, Inc. as of December 31, 2003.23.1
    Consent
        of KPMG LLP.31.1
    Certification
        of Chief Executive Officer of Gold Banc Corporation, Inc., dated March
        11, 2004, pursuant to Rule 13a-4(a) under the Securities Exchange Act
        of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
        of 2003.31.2
    Certification
        of Chief Financial Officer of Gold Banc Corporation, Inc., dated March
        11, 2004, pursuant to Rule 13a-4(a) under the Securities Exchange Act
        of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
        of 2003.32.1
    Certification
        of Chief Executive Officer of Gold Banc Corporation, Inc. dated March
        11, 2004, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002, which is furnished with this Annual
        Report on Form 10-K for the year ended December 31, 2003 and is not treated
        as filed in reliance upon § 601(b)(32) of Regulations S-K.32.2
    Certification
        of Chief Financial Officer of Gold Banc Corporation, Inc. dated March
        11, 2004, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002, which is furnished with this Annual
        Report on Form 10-K for the year ended December 31, 2003 and is not treated
        as filed in reliance upon § 601(b)(32) of Regulations S-K.99.1
    Factors
        That May Affect Future Results of Operations, Financial Condition or Business
        for Gold Banc Corporation, Inc.*
    Management
        contracts or compensating plans or arrangements required to be identified
        by Item 15(a).(b)Reports
  on Form 8-KWe
  filed the following Current Reports on Form 8-K during the fourth quarter of
  2003 and early 2004:93
    On
        November 5, 2003, we filed a Current Report on Form 8-K announcing the
        election of Robert Gourley as the new non-executive Board Chairman
    On
        November 5, 2003, we filed a Current Report on Form 8-K reporting 2003
        third-quarter earnings and other select financial data and announcing
        that our Board of Directors declared a cash dividend of $.03 per common
        share.
    On
        December 8, 2003, we filed a Current Report on Form 8-K announcing that
        we received restitution from Michael W. Gullion and other selected matters
        as described in more detail in the press release attached thereto.
    On
        February 25, 2004, we filed a Current Report on Form 8-K announcing we
        had entered into an Agreement and Plan of Merger with Silver Acquisition
        Corp.(c)Exhibits.See
  exhibits identified above under Item 15(a)3.(d)Financial
  Statement Schedules.See
  financial statement schedules identified above under Item 15(a)2, if any.94SIGNATURESPursuant
  to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
  1934, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned, thereunto duly authorized.GOLD
        BANC CORPORATION, INC.(Registrant)By:
    /s/  MALCOLMM. ASLINMalcolm
        M. AslinChief Executive OfficerDated:  March 11, 2004Pursuant
  to the requirements of the Securities Exchange Act of 1934, this report has
  been signed below by the following persons in the capacities and on the dates
  indicated:Signature
    
    Title
    
    Date/s/
        ROBERTJ. GOURLEY
    
    Chairman
        of the Board of Directors
    
    March 11, 2004Robert
        J. Gourley/s
        / MALCOLMM. ASLIN
    
    Director
        andChief Executive Officer
    
    March 11, 2004Malcolm
        M. Aslin/s/
        RICKJ. TREMBLAY
    
    Executive
        Vice President andChief Financial Officer(Principal Accounting Officer)
    
    March 11, 2004Rick
        J. Tremblay/s/
        Patrick Curran
    
    Director
    
    March 11, 2004D.
        Patrick Curran/s/
        WILLIAMR. HAGMAN,
        JR.
    
    Director
    
    March 11, 2004William
        R. Hagman, Jr./s/
        DONALDMCNEIL
    
    Director
    
    March 11, 2004Donald
        McNeill/s/
        Allen D. Petersen
    
    Director
    
    March 11, 2004Allen
        D. Petersen/s/
        E. MILESPRENTICEIII
    
    Director
    
    March 11, 2004E.
        Miles Prentice III/s/
        WILLIAMRANDON
    
    Director
    
    March 11, 2004William
        Randon/s/
        GARYRUSS
    
    Director
    
    March 11, 2004J.
        Gary Russ/s/
        DANIELP. CONNEALY
    
    Director
    
    March 11, 2004Daniel
        P. Connealy96