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                                                                   Exhibit 10.35

                                   $30,000,000

                   Floating Rate Subordinated Debt Securities

                           Gold Banc Corporation, Inc.

                               PLACEMENT AGREEMENT

                                                              New York, New York
                                                               November 14, 2001

SANDLER O'NEILL & PARTNERS, L.P.
9 West 57th Street
19th Floor
New York, New York 10019

Ladies and Gentlemen:

     Gold Banc Corporation, Inc., a Kansas corporation (the "Company"), confirms
its agreement (the "Agreement") with Sandler O'Neill & Partners, L.P., as agent
of the Company (the "Placement Agent"), with respect to the issue and sale by
the Company and the placement by the Placement Agent of $30,000,000 Floating
Rate subordinated debt securities bearing a variable distribution rate per
annum, reset semi-annually, equal to LIBOR (as defined in the Indenture (as
defined below) plus 3.75% PROVIDED, that the applicable interest rate may not
exceed 12.5% through maturity (the "Debt Securities").

     The Debt Securities will be issued pursuant to the Indenture, to be dated
as of the Closing Time, between the Company and Wilmington Trust Company, as
trustee (the "Trustee"). The Indenture, the Subscription Agreement (as defined
in Section 2(a) hereof) and this Agreement are hereinafter referred to
collectively as the "Operative Documents."

     SECTION 1.  REPRESENTATIONS AND WARRANTIES.

          (a)    The Company represents and warrants to the Placement Agent and
the Purchaser (as defined in Section 2(a) hereof) of Debt Securities as of the
date hereof and as of the Closing Time, and agrees with the Placement Agent and
the Purchaser, as follows:

                 (i)     SIMILAR OFFERINGS. The Company has not, directly or
indirectly, solicited any offer to buy or offered to sell, and will not,
directly or indirectly, solicit any offer to buy or offer to sell, in the United
States or to any United States citizen or resident, any security which is or
would be integrated with the sale of the Debt Securities in a manner that would
require the Debt Securities to be registered under the Securities Act of 1933,
as amended (the "Act").

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                 (ii)    INCORPORATED DOCUMENTS. The documents of the Company
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the Securities Exchange Act of 1934, as amended (the "1934
Act"), from and including the commencement of the fiscal year covered by the
Company's most recent Annual Report on Form 10-K, at the time they were or
hereafter are filed by the Company with the Commission (collectively, the "1934
Act Reports"), complied and will comply in all material respects with the
requirements of the 1934 Act and the rules and regulations of the Commission
thereunder (the "1934 Act Regulations"), and, at the date of this Agreement and
at the Closing Time, do not and will not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and other than such instruments,
agreements, contracts and other documents as are filed as exhibits to the
Company's annual report on Form 10-K, quarterly reports on Form 10-Q or current
reports on Form 8-K, there are no instruments, agreements, contracts or
documents of a character described in Item 601 of Regulation S-K promulgated by
the Commission to which the Company or any of its subsidiaries is a party.

                 (iii)   INDEPENDENT ACCOUNTANTS. The accountants of the Company
who certified the financial statements included in the 1934 Act Reports are
independent public accountants of the Company and its subsidiaries within the
meaning of the 1933 Act and the rules and regulations of the Commission
thereunder (the "1933 Act Regulations").

                 (iv)    FINANCIAL STATEMENTS AND INFORMATION. The consolidated
historical financial statements of the Company, together with the related
schedules and notes, included in the 1934 Act Reports present fairly, in all
material respects, the respective consolidated financial positions of the
Company and its consolidated subsidiaries at the respective dates indicated, and
the consolidated statements of income, changes in stockholders' equity and cash
flows of the Company and its consolidated subsidiaries for the respective
periods specified; said financial statements have been prepared in conformity
with generally accepted accounting principles in the United States applied on a
consistent basis throughout the periods involved, except as disclosed in the
notes to such financial statements; the supporting schedules, if any, included
in the 1934 Act Reports present fairly, in all material respects, the
information required to be stated therein and any pro forma financial statements
and the related notes thereto included in the 1934 Act Reports present fairly
the information shown therein, have been prepared in accordance with the
Commission's rules and guidelines with respect to pro forma financial statements
and have been properly compiled on the bases described therein, and the
assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and
circumstances referred to therein.

                 (v)     NO MATERIAL ADVERSE CHANGE. Since the respective dates
as of which information is given in the 1934 Act Reports, there has not been (A)
any material adverse change in the condition, financial, regulatory or
otherwise, or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business (a "Material Adverse Effect") or (B)
any dividend or distribution of any kind declared, paid or made by the Company
on any class of its capital stock other than regular quarterly dividends on the
Company's common stock.

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                 (vi)    REGULATORY ENFORCEMENT MATTERS. Neither the Company or
any of its subsidiaries is subject or is party to, or has received any notice or
advice that any of them may become subject or party to, any investigation with
respect to, any cease-and-desist order, agreement, consent agreement, memorandum
of understanding or other regulatory enforcement action, proceeding or order
with or by, or is a party to any commitment letter or similar undertaking to, or
is subject to any directive by, or has been, a recipient of any supervisory
letter from, or has adopted any board resolutions at the request of, any
Regulatory Agency (as defined below) that currently restricts in any material
respect the conduct of their business or that in any material manner relates to
their capital adequacy, their credit policies, their management or their
business (each, a "Regulatory Agreement"), nor has the Company or any of its
subsidiaries been advised by any Regulatory Agency that it is considering
issuing or requesting any such Regulatory Agreement; and there is no unresolved
violation, criticism or exception by any Regulatory Agency with respect to any
report or statement relating to any examinations of the Company or any of its
subsidiaries which, in the reasonable judgment of the Company, is expected to
result in a Material Adverse Effect. As used herein, the term "Regulatory
Agency" means any federal or state agency charged with the supervision or
regulation of depositary institutions or holding companies of depositary
institutions, or engaged in the insurance of depositary institution deposits, or
any court, administrative agency or commission or other governmental agency,
authority or instrumentality having supervisory or regulatory authority with
respect to the Company or any of its subsidiaries.

                 (vii)   NO UNDISCLOSED LIABILITIES. Neither the Company nor any
of its subsidiaries has any material liability, whether known or unknown,
whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become
due, including any liability for taxes (and there is no past or present fact,
situation, circumstance, condition or other basis for any present or future
action, suit, proceeding, hearing, charge, complaint, claim or demand against
the Company or its subsidiaries giving rise to any such liability), except (i)
for liabilities set forth in the financial statements referred to in section
1(a)(iv) above and (ii) normal fluctuations in the amount of the liabilities
referred to in clause (i) above occurring in the ordinary course of business of
the Company and all of its subsidiaries since the date of the most recent
balance sheet included in such financial statements.

                 (viii)  GOOD STANDING OF THE COMPANY. The Company has been duly
organized and is validly existing as a corporation in good standing under the
laws of the State of Kansas and has full power and authority under such laws to
own, lease and operate its properties and to conduct its business and to enter
into and perform its obligations under each of the Operative Documents; and the
Company is duly registered as a financial holding company under the Gramm Leach
Bliley Act.

                 (ix)    GOOD STANDING OF THE SUBSIDIARIES. Each "significant
subsidiary" (as defined in Rule 1-02 of Regulation S-X) of the Company (a
"Significant Subsidiary") has been duly organized and is validly existing as an
entity in good standing under the laws of the jurisdiction in which it is
chartered and has full power and authority under such laws to own, lease and
operate its properties and to conduct its current and contemplated business; and
the deposit accounts of each of the Company's subsidiary banks are insured up to
the applicable limits by the Savings Association Insurance Fund or the Bank
Insurance Fund of

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the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent
permitted by law and the rules and regulations of the FDIC, and no proceeding
for the revocation or termination of such insurance is pending or, to the
knowledge of the Company, threatened.

                 (x)     FOREIGN QUALIFICATIONS. The Company and its
subsidiaries are each duly qualified as a foreign corporation to transact
business and are each in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure to so qualify or
be in good standing, in the reasonable judgment of the Company, is not expected
to result in a Material Adverse Effect.

                 (xi)    CAPITAL STOCK DULY AUTHORIZED AND VALIDLY ISSUED. All
of the issued and outstanding capital stock of the Company has been duly
authorized and validly issued and is fully paid and nonassessable; all of the
issued and outstanding capital stock of each subsidiary of the Company has been
duly authorized and validly issued, is fully paid and nonassessable and, except
as disclosed in Schedule 1(a)(xi) attached hereto, is owned by the Company,
directly or through subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equitable right; and none of the
issued and outstanding capital stock of the Company or its Significant
Subsidiaries was issued in violation of any preemptive or similar rights arising
by operation of law, under the charter, by-laws or code of regulations of the
Company or any of its Significant Subsidiaries or under any agreement to which
the Company or any of its Significant Subsidiaries is a party.

                 (xii)   AUTHORIZATION OF AGREEMENT. This Agreement has been
duly authorized, executed and delivered by the Company.

                 (xiii)  AUTHORIZATION OF INDENTURE. The Indenture has been duly
authorized by the Company and, at the Closing Time, will have been duly executed
and delivered by the Company and will constitute a valid, legal and binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except to the extent that enforceability may be limited by (a)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) (collectively,
the "Enforceability Exceptions").

                 (xiv)   AUTHORIZATION OF DEBT SECURITIES. The Debt Securities
have been duly authorized by the Company; and, at the Closing Time, the Debt
Securities will have been duly executed by the Company and, when authenticated
in the manner provided for in the Indenture and delivered by the Company to the
Purchaser against payment therefor as provided herein and in the Subscription
Agreement, will constitute valid, legal and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except to the
extent that enforceability may be limited by the Enforceability Exceptions; the
Debt Securities will be in the form contemplated by, and entitled to the
benefits of, the Indenture.

                 (xv)    NOT AN INVESTMENT COMPANY. The Company is not, and
immediately following consummation of the transactions contemplated hereby and
the application of the net proceeds therefrom the Company will not be, an
"investment company"

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required to be registered under the Investment Company Act of 1940, as amended
(the "1940 Act").

                 (xvi)   ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company
nor any of its Significant Subsidiaries is in violation of its charter, by-laws
or code of regulations; neither the Company nor any subsidiary of the Company is
in default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or other agreement or instrument to
which it is a party or by which it or any of them may be bound or to which any
of its properties or assets is subject (collectively, "Agreements and
Instruments"), except for such defaults under Agreements and Instruments that,
in the reasonable judgment of the Company, are not expected to result in a
Material Adverse Effect; and the execution, delivery and performance of the
Operative Documents by the Company, the issuance, sale and delivery of the Debt
Securities, the consummation of the transactions contemplated by the Operative
Documents, and compliance by the Company with the terms of the Operative
Documents have been duly authorized by all necessary corporate action on the
part of the Company and do not and will not, whether with or without the giving
of notice or passage of time or both, violate, conflict with or constitute a
breach of, or default or Repayment Event (as defined below) under, or result in
the creation or imposition of any, security interest, mortgage, pledge, lien,
charge, encumbrance, claim or equitable right upon any properties or assets of
the Company or any of its Significant Subsidiaries pursuant to any of the
Agreements and Instruments, nor will such action result in any violation of the
provisions of the charter, by-laws or code of regulations of the Company or any
of its Significant Subsidiaries, or violation by the Company or any of its
Significant Subsidiaries of any applicable law, statute, rule, regulation,
judgment, order, writ or decree of any government, government authority, agency
or instrumentality or court, domestic or foreign, having jurisdiction over the
Company or any of its Significant Subsidiaries or their respective properties or
assets (collectively, "Governmental Entities"). As used herein, a "Repayment
Event" means any event or condition which gives the holder of any note,
debenture or other evidence of indebtedness (or any person acting on such
holder's behalf) the right to require the repurchase, redemption or repayment of
all or a portion of such indebtedness by the Company or any of its Significant
Subsidiaries prior to its scheduled maturity.

                 (xvii)  ABSENCE OF LABOR DISPUTE. No labor dispute with the
employees of the Company or any of its subsidiaries exists or, to the knowledge
of the executive officers of the Company, is imminent, which, in the reasonable
judgment of the Company, is expected to result in a Material Adverse Effect.

                 (xviii) ABSENCE OF PROCEEDINGS. There is no action, suit,
proceeding, inquiry or investigation before or brought by any Governmental
Entity, now pending, or, to the knowledge of the Company, threatened, against or
affecting the Company or any of its subsidiaries, which, in the reasonable
judgment of the Company, is expected to result in a Material Adverse Effect or
materially and adversely affect the consummation of the transactions
contemplated by the Operative Documents or the performance by the Company of its
obligations hereunder or thereunder; and the aggregate of all pending legal or
governmental proceedings to which the Company or any of its subsidiaries is a
party or of which any of their respective properties or assets is the subject,
including ordinary routine litigation incidental to the

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business, are not, in the reasonable judgment of the Company, expected to result
in a Material Adverse Effect.

                 (xix)   ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any Governmental Entity, other than those that have been made or
obtained, is necessary or required for the performance by the Company of its
obligations under the Operative Documents, or the consummation by the Company of
the transactions contemplated by the Operative Documents.

                 (xx)    POSSESSION OF LICENSES AND PERMITS. The Company and
each subsidiary of the Company possesses such permits, licenses, approvals,
consents and other authorizations (collectively, "Governmental Licenses") issued
by the appropriate Governmental Entities necessary to conduct the business now
operated by them that is material to the Company and its subsidiaries considered
as one enterprise; the Company and each subsidiary of the Company is in
compliance with the terms and conditions of all of its Governmental Licenses,
except where the failure so to comply, in the reasonable judgment of the
Company, is not expected to, singularly or in the aggregate, have a Material
Adverse Effect; all of the Governmental Licenses are valid and in full force and
effect, except when the invalidity of such Governmental Licenses or the failure
of such Governmental Licenses to be in full force and effect, in the reasonable
judgment of the Company, is not expected to have a Material Adverse Effect; and
none of the Company or any subsidiary of the Company has received any notice of
proceedings relating to the revocation or modification of any such Governmental
Licenses which, singularly or in the aggregate, in the reasonable judgment of
the Company, is expected to result in a Material Adverse Effect.

                 (xxi)   TITLE TO PROPERTY. The Company and each subsidiary of
the Company has good and marketable title to all of their respective real and
personal properties, in each case free and clear of all liens, encumbrances and
defects, except such as, in the reasonable judgment of the Company, singularly
or in the aggregate, are not expected to result in a Material Adverse Effect;
and all of the leases and subleases under which the Company or any subsidiary of
the Company holds properties, are in full force and effect, except when the
failure of such leases and subleases to be in full force and effect, in the
reasonable judgment of the Company, singularly or in the aggregate, is not
expected to have a Material Adverse Effect, and none of the Company or any
subsidiary of the Company has any notice of any claim of any sort that has been
asserted by anyone adverse to the rights of the Company or any subsidiary of the
Company under any of the leases or subleases under which the Company or any
subsidiary of the Company holds properties, or affecting or questioning the
rights of such entity to the continued possession of the leased or subleased
premises under any such lease or sublease, except when such claim, in the
reasonable judgment of the Company, singularly or in the aggregate, is not
expected to have a Material Adverse Effect.

                 (xxii)  STABILIZATION. The Company has not taken and will not
take, directly or indirectly, any action designed to, or that might be
reasonably expected to, cause or result in stabilization or manipulation of the
price of the Debt Securities.

                 (xxiii) NO GENERAL SOLICITATION. Neither the Company nor any of
its Affiliates (as defined in Rule 501(b) under the 1933 Act) or any person
acting on its or any of

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their behalf (other than the Placement Agent, as to whom the Company makes no
representation) has engaged or will engage, in connection with the offering of
the Debt Securities, in any form of general solicitation or general advertising
within the meaning of Rule 502(c) under the 1933 Act.

                 (xxiv)  NO DIRECTED SELLING EFFORTS. Neither the Company nor
any of its Affiliates or any person acting on its or any of their behalf (other
than the Placement Agent, as to whom the Company makes no representation) has
engaged or will engage in any directed selling efforts within the meaning of
Regulation S under the 1933 Act ("Regulation S") with respect to the offering of
the Debt Securities.

                 (xxv)   NO REGISTRATION. Subject to compliance by the Placement
Agent with the relevant provisions of Section 6 hereof, it is not necessary in
connection with the offer, sale and delivery of the Debt Securities by the
Company in the manner contemplated by this Agreement to register the Debt
Securities under the 1933 Act or to qualify the Indenture under the Trust
Indenture Act of 1939, as amended.

                 (xxvi)  NO INTEGRATION. Within the period of the preceding six
months prior to the date hereof, neither the Company nor any other person acting
on behalf of the Company has offered or sold to any person any Debt Securities,
or any securities of the same or a similar class as the Debt Securities, other
than the Debt Securities referred to herein.

          (b)    Any certificate signed by any duly authorized officer of the
Company or any of its subsidiaries and delivered to you or to counsel for the
Placement Agent shall be deemed a representation and warranty by the Company to
the Placement Agent as to the matters covered thereby.

     SECTION 2.  SALE AND DELIVERY THROUGH PLACEMENT AGENT; CLOSING.

          (a)    The Company proposes to issue and sell the Debt Securities on
November 28, 2001 (or such other time mutually agreed to by the Company and the
Placement Agent) (the "Closing Time") to MM Community Funding II, Ltd, a newly
formed company with limited liability incorporated under the laws of the Cayman
Islands (the "Purchaser"), pursuant to the terms of the Subordinated Debt
Securities Subscription Agreement, to be entered into on or prior to the Closing
Time (the "Subscription Agreement"), between the Company and the Purchaser. The
Company agrees to execute the Subscription Agreement with the Purchaser and to
return the same to the Placement Agent. In addition, the Company agrees that the
Purchaser shall be entitled to the benefit of, and to rely on, the provisions of
this Agreement to the extent such provisions address or relate to the Purchaser
or the Debt Securities to be purchased by the Purchaser.

          (b)    The Company hereby grants to the Placement Agent the exclusive
right to arrange the placement of the Debt Securities with the Purchaser on its
behalf. The Placement Agent accepts such right and agrees to use its best
efforts, on and prior to the Closing Time, to effect such placement.

          (c)    Deliveries of certificates for the Debt Securities shall be
made by the Company to or on behalf of the Purchaser at the offices of Cleary,
Gottlieb, Steen &

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Hamilton in The City of New York, and payment of the purchase price for the Debt
Securities shall be made by the Purchaser to the Company by wire transfer of
immediately available funds to a bank designated by the Company contemporaneous
with closing at the Closing Time.

     Certificates for the Debt Securities in the aggregate principal amount
thereof shall be registered in the name of the Purchaser.

          (d)    As compensation to the Placement Agent for its placement of
the Debt Securities, the Company hereby agrees to pay at the Closing Time to the
Placement Agent in immediately available funds a commission of 3% of the
aggregate principal amount of the Debt Securities to be delivered by the Company
hereunder at the Closing Time.

          (e)    In performing its duties under this Agreement, the Placement
Agent shall be entitled to rely upon any notice, signature or writing which the
Placement Agent shall in good faith believe to be genuine and to be signed or
presented by a proper party or parties. The Placement Agent may rely upon any
opinions or certificates or other documents delivered by the Company or its
counsel or designees either to it or the Purchaser. In addition, in connection
with the performance of its duties under this Agreement, the Placement Agent
shall not be liable for any error of judgment or any action taken or omitted to
be taken unless it was grossly negligent or engaged in willful misconduct in
connection with such performance or non-performance. No provision of this
Agreement shall require the Placement Agent to expend or risk its own funds or
otherwise incur any financial liability on behalf of the Purchaser in connection
with the performance of any of its duties hereunder. The Placement Agent shall
be under no obligation to exercise any of the rights or powers vested in it by
this Agreement.

     SECTION 3.  NOTICE OF MATERIAL EVENTS. The Company covenants with the
Placement Agent and the Purchaser that prior to the completion of the initial
placement of the Debt Securities through the Placement Agent, the Company will
immediately notify the Placement Agent, and confirm such notice in writing, of
any event or development that, in the reasonable judgment of the Company, is
expected to result in a Material Adverse Effect.

     SECTION 4.  PAYMENT OF EXPENSES. Whether or not this Agreement or the
Subscription Agreement is terminated or the sale of the Debt Securities is
consummated, the Company will pay all expenses incident to the performance of
its obligations under this Agreement, including (i) the preparation, issuance
and delivery of the certificates for the Debt Securities, (ii) the fees and
disbursements of the Company's counsel, accountants and other advisors, and
(iii) the fees and expenses of any trustee appointed under the Indenture,
including the fees and disbursements of counsel for such trustee.

     SECTION 5.  CONDITIONS OF PLACEMENT AGENT'S OBLIGATIONS. The obligations of
the Placement Agent and the Purchaser at the Closing Time are subject to the
accuracy of the representations and warranties of the Company contained in
Section 1 hereof or in certificates of any officer of the Company or any of its
subsidiaries delivered pursuant to the provisions hereof, to the performance by
the Company of its obligations hereunder, and to the following further
conditions:

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          (a)    OPINION OF COUNSEL FOR COMPANY. At the Closing Time, the
Placement Agent shall have received the favorable opinion, dated as of the
Closing Time, of Thacher Proffitt & Wood, special counsel to the Company, in
substantially the form set out in Annex A hereto, in form and substance
reasonably satisfactory to counsel for the Placement Agent. Such counsel may
state that, insofar as such opinion involves factual matters, they have relied,
to the extent they deem proper, upon certificates of officers of the Company or
any of its subsidiaries and public officials.

          (b)    OPINION OF SPECIAL TAX COUNSEL FOR THE COMPANY. At the Closing
Time, the Placement Agent shall have received an opinion, dated as of the
Closing Time, of Thacher Proffitt & Wood, special tax counsel to the Company
that the Debt Securities will constitute indebtedness of the Company for United
States federal income tax purposes, in substantially the form set out in Annex B
hereto. Such opinion may be conditioned on, among other things, the initial and
continuing accuracy of the facts, financial and other information, covenants and
representations set forth in certificates of officers of the Company and other
documents deemed necessary for such opinion.

          (c)    OPINION OF COUNSEL TO THE TRUSTEE. At the Closing Time, the
Placement Agent shall have received the favorable opinion, dated as of the
Closing Time, of Morris, James, Hitchens & Williams LLP, counsel for the
Trustee, in substantially the form set out in Annex C hereto, in form and
substance reasonably satisfactory to counsel for the Placement Agent.

          (d)    CERTIFICATES. At the Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the 1934 Act Reports, any Material Adverse Effect, and the Placement
Agent shall have received a certificate of the Chairman, the Chief Executive
Officer, the President, any Executive Vice President or any Vice President of
the Company and of the Chief Financial Officer or Chief Accounting Officer of
the Company, dated as of the Closing Time, to the effect that (i) there has been
no such Material Adverse Effect, (ii) the representations and warranties in
Section 1 hereof were true and correct when made and are true and correct with
the same force and effect as though expressly made at and as of the Closing
Time, and (iii) the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to the Closing
Time.

          (e)    MAINTENANCE OF RATINGS. Between the date of this Agreement and
the Closing Time, there shall not have occurred a downgrading in or withdrawal
of the rating assigned to the Company's debt securities or preferred stock by
any nationally recognized statistical rating organization, and no such
organization shall have publicly announced that it has under surveillance or
review its rating of the Company's debt securities or preferred stock.

          (f)    SALE OF SECURITIES. The Purchaser shall have sold securities
issued by it in such an amount that the net proceeds therefrom shall be
available at the Closing Time and shall be sufficient to purchase the Debt
Securities and all other securities contemplated in agreements similar to this
Agreement and the Subscription Agreement.

          (g)    ADDITIONAL DOCUMENTS. At the Closing Time, the Placement Agent
and the Purchaser shall have been furnished such documents and opinions as they
may

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reasonably request in connection with the issue, sale and placement of the Debt
Securities; and all proceedings taken by the Company in connection with the
issuance, sale and placement of the Debt Securities shall be satisfactory in
form and substance to the Placement Agent and the Purchaser.

          (h)    TERMINATION OF AGREEMENT. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Placement Agent by notice to the Company at
any time at or prior to the Closing Time, and such termination shall be without
liability of any party to any other party except as provided in Section 4 hereof
and except that Sections 7 and 8 hereof shall survive any such termination and
remain in full force and effect.

     SECTION 6.  OFFERS AND SALES OF THE DEBT SECURITIES.

          (a)    OFFER AND SALE PROCEDURES. The Placement Agent and the Company
hereby establish and agree to observe the following provisions with respect to
the offer, issue, sale and placement of the Debt Securities:

                 (i)     OFFERS AND SALES ONLY TO THE PURCHASER. Offers and
sales of the Debt Securities will be made in the United States or pursuant to
Regulation S outside the United States only to the Purchaser in a transaction
not requiring registration under the 1933 Act.

                 (ii)    NO GENERAL SOLICITATION. No general solicitation or
general advertising (within the meaning of Rule 502(c) under the 1933 Act) will
be used in connection with the offering of the Debt Securities.

                 (iii)   NO DIRECTED SELLING EFFORTS. No directed selling
efforts (within the meaning of Regulation S) will be used with respect to the
offering of the Debt Securities.

                 (iv)    PURCHASER NOTIFICATION. Prior to or contemporaneously
with the purchase of the Debt Securities by the Purchaser, the Placement Agent
will take reasonable steps to inform the Purchaser that the Debt Securities (A)
have not been and will not be registered under the 1933 Act, (B) are being sold
to them without registration under the 1933 Act in accordance with an exemption
from registration under the 1933 Act and (C) may not be offered, sold or
otherwise transferred except (1) to the Company or (2) in accordance with (x)
Rule 144A to a person whom the seller reasonably believes is a Qualified
Institutional Buyer (as defined in Rule 144A under the Securities Act ("Rule
144A")) that is purchasing such Securities for its own account or for the
account of a Qualified Institutional Buyer to whom notice is given that the
offer, sale or transfer is being made in reliance on Rule 144A, (y) Regulation S
to a non-U.S. person in an offshore transaction or (z) any other available
exemption from registration under the 1933 Act (including the exemption provided
by Rule 144).

          (b)    COVENANTS OF THE COMPANY. The Company covenants with the
Placement Agent and the Purchaser as follows:

                 (i)     DUE DILIGENCE. In connection with the initial placement
of the Debt Securities, the Company agrees that, prior to any offer or sale of
the Debt Securities

                                       10
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through the Placement Agent, the Placement Agent and the Purchaser shall have
the right to make reasonable inquiries into the business of the Company and the
subsidiaries of the Company. The Company also agrees to provide answers to the
Placement Agent and the Purchaser, if requested, concerning the Company and the
subsidiaries of the Company (to the extent that such information is available or
can be acquired and made available without unreasonable effort or expense and to
the extent the provision thereof is not prohibited by applicable law) and the
terms and conditions of the offering of the Debt Securities.

                 (ii)    INTEGRATION. The Company agrees that it will not, and
will cause its Affiliates not to, make any offer or sale of securities of the
Company of any class if, as a result of the doctrine of "integration" referred
to in Rule 502 under the 1933 Act, such offer or sale would render invalid the
exemption from the registration requirements of the 1933 Act provided by Section
4(2) thereof or by Rule 144A or otherwise.

                 (iii)   RESTRICTION ON REPURCHASES. Until the expiration of two
(2) years (or such shorter period as may hereafter be referred to in Rule 144(k)
(or similar successor rule)) after the original issuance of the Debt Securities,
the Company will not, and will cause its Affiliates not to, purchase or agree to
purchase or otherwise acquire any Debt Securities which are "restricted
securities" (as such term is defined under Rule 144(a)(3) under the 1933 Act),
whether as beneficial owner or otherwise unless, immediately upon any such
purchase, the Company or any Affiliate shall submit such Debt Securities to the
Trustee for cancellation.

     SECTION 7.  INDEMNIFICATION.

          (a)    INDEMNIFICATION OF THE PLACEMENT AGENT AND THE PURCHASER. The
Company agrees to indemnify and hold harmless: (x) the Placement Agent and the
Purchaser, (y) each person, if any, who controls (within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act) the Placement Agent or the
Purchaser (each such person, a "controlling person") and (z) the respective
partners, directors, officers, employees and agents of the Placement Agent and
the Purchaser or any such controlling person, as follows:

                 (i)     against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, relating to or arising out of, or based upon,
in whole or in part, (A) any untrue statement or alleged untrue statement of a
material fact included in the 1934 Act Reports, or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; (B) any untrue statement or alleged untrue statement of material
fact contained in any information (whether written or oral) or documents
executed in favor of or furnished or made available to the Placement Agent or
the Purchaser by the Company; (C) any omission or alleged omission to state in
any information (whether written or oral) or documents executed in favor of or
furnished or made available to the Placement Agent or the Purchaser by the
Company a material fact necessary to make the statements therein not misleading;
or (D) the breach or alleged breach of any representation, warranty and
agreement of the Company contained herein or in the Subscription Agreement;

                 (ii)    against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any

                                       11
<Page>

litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission
or breach or alleged breach of any such representation, warranty or agreement;
provided that (subject to Section 7(c) hereof) any such settlement is effected
with the written consent of the Company; and

                 (iii)   against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by the Placement Agent),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
or breach or alleged breach of any such representation, warranty or agreement,
to the extent that any such expense is not paid under (i) or (ii) above.

          (b)    ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof, and in any event shall not
relieve it from any liability which it may have otherwise than on account of
this indemnity agreement. Counsel to the indemnified parties shall be selected
by the Placement Agent. An indemnifying party may participate at its own expense
in the defense of any such action; provided, however, that counsel to the
indemnifying party shall not (except with the consent of the indemnified party)
also be counsel to the indemnified party. In no event shall the indemnifying
parties be liable for fees and expenses of more than one counsel (in addition to
any local counsel) separate from their own counsel for all indemnified parties
in connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 7 or Section 8 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

          (c)    SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any
time an indemnified party shall have validly requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 7(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement, provided, however, that an

                                       12
<Page>

indemnifying party shall not be liable for any such settlement effected without
its consent if such indemnifying party (1) reimburses such indemnified party
with respect to those fees and expenses of counsel that it determines in good
faith are reasonable and (2) provides written notice within ten (10) days after
receipt of the request for reimbursement to the indemnified party substantiating
the unpaid balance as unreasonable, in each case prior to the date of such
settlement.

     SECTION 8.  CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances under which the indemnification provided for in
Section 7 hereof is for any reason held to be unenforceable for the benefit of
an indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand, and the Placement Agent, on the other hand, from the offering of the Debt
Securities pursuant to this Agreement or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company, on the one hand, and the
Placement Agent, on the other hand, in connection with the statements, omissions
or breaches which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

     The relative benefits received by the Company, on the one hand, and the
Placement Agent, on the other hand, in connection with the offering of the Debt
Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the Debt
Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the total commission received by the Placement Agent bear to the
aggregate of such net proceeds and commissions.

     The Company and the Placement Agent agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 8. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 8 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement, omission or alleged omission or breach or alleged breach.

     Notwithstanding the provisions of this Section 8, the Placement Agent shall
not be required to contribute any amount in excess of the total commissions
received by it.

     No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

                                       13
<Page>

     For purposes of this Section 8, the Purchaser, each person, if any, who
controls the Placement Agent or the Purchaser within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act and the respective partners,
directors, officers, employees and agents of the Placement Agent, the Purchaser
or any such controlling person shall have the same rights to contribution as the
Placement Agent, while each officer and director of the Company and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company.

     SECTION 9.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company submitted pursuant hereto shall remain
operative and in full force and effect, and shall survive delivery of the Debt
Securities by the Company.

     SECTION 10. TERMINATION OF AGREEMENT.

          (a)    TERMINATION; GENERAL. The Placement Agent may terminate this
Agreement, by notice to the Company, at any time at or prior to the Closing Time
if, since the time of execution of this Agreement or, in the case of (i), since
the respective dates as of which information is given in the 1934 Act Reports,
(i) there has occurred any Material Adverse Effect, or (ii) there has occurred
any material adverse change in the financial markets in the United States, any
outbreak of hostilities or escalation thereof or any other calamity or crisis,
or any change or development involving political, financial or economic
conditions, in each case the effect of which is such as to make it, in the
judgment of the Placement Agent, impracticable to market the Debt Securities or
to enforce contracts for the sale of the Debt Securities, or (iii) trading in
any securities of the Company has been suspended or limited by the Commission or
any national stock exchange or market on or in which such securities are traded
or quoted, or if trading generally on the American Stock Exchange, the New York
Stock Exchange or the Nasdaq National Market has been suspended or limited, or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices have been required, by any of said exchanges or by such system or by
order of the Commission, the National Association of Securities Dealers or any
other governmental authority, or (iv) a banking moratorium has been declared by
United States federal, Delaware or New York authorities.

          (b)    LIABILITIES. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 7 and 8 hereof shall survive such termination and remain in full force and
effect.

     SECTION 11. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the Placement
Agent shall be directed to Sandler O'Neill & Partners, L.P., as follows: to date
until March 1, 2002, 9 West 57th Street, 19th Floor, New York, New York 10019,
Attention: Thomas W. Killian, Principal, and on and after March 1, 2002, 919 3rd
Avenue, 6th Floor, New York, New York 10022, Attention: Thomas W. Killian,
Principal, in each case with a copy to Cleary, Gottlieb, Steen & Hamilton, 2000
Pennsylvania Avenue, N.W., Washington, D.C. 20006, Attention: Kenneth L.
Bachman, Esq.; and notices to the Company shall be directed to Gold Banc
Corporation, Inc., 11301 Nall Avenue, Leawood,

                                       14
<Page>

Kansas 66211, Attention: Rick Tremblay, with a copy to Thacher Proffitt & Wood,
11 West 42nd Street, New York, New York 10036, Attention: Robert C. Azarow.

     SECTION 12. PARTIES. This Agreement shall inure to the benefit of and be
binding upon each of the Placement Agent and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Placement Agent, the Purchaser and the Company, and their respective successors
and the controlling persons and other persons referred to in Sections 1, 7 and 8
hereof and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Placement Agent, the Purchaser
and the Company and their respective successors, and said controlling persons
and other persons and their heirs and legal representatives, and for the benefit
of no other person, firm or corporation.

     SECTION 13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES.

     THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS
LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR
PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY,
IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN ANY SUCH COURT. THE COMPANY, ON BEHALF OF ITSELF AND ITS
SUBSIDIARIES, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     SECTION 14. EFFECT OF HEADINGS. The Article and Section headings herein are
for convenience only and shall not affect the construction hereof.

                                       15
<Page>

                                                                   Exhibit 10.35

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the Placement Agent and the Company in accordance with its terms.

                                       Very truly yours,

                                       GOLD BANC CORPORATION, INC.

                                       By:  /s/ Rick Tremblay
                                            --------------------------------
                                            Rick Tremblay
                                            Chief Financial Officer

CONFIRMED AND ACCEPTED,
as of the date first above written:

SANDLER O'NEILL & PARTNERS, L.P.

By:  Sandler O'Neill & Partners Corp.,
     the sole general partner

By:  /s/ Catherine A. Lawton
     -----------------------------------
     Catherine A. Lawton
     Vice President

<Page>

                  SCHEDULE 1(a)(xi) TO THE PLACEMENT AGREEMENT
             BY AND BETWEEN GOLD BANC CORPORATION, INC. AND SANDLER
                            O'NEILL & PARTNERS, L.P.

     Gold Banc Corporation, Inc. owns, directly or indirectly, all of the
outstanding shares of capital stock of Gold Bank-Kansas. Gold Banc Corporation
has pledged all of such shares as collateral for a $25 million line of credit
with La Salle Bank. The amount outstanding under the line of credit as of
October 31, 2001 was $24,500,000. The proceeds from the offering of subordinated
debt securities to MM Community Funding II, Ltd will be used to pay off the line
of credit in its entirety.

                                       2
<Page>

                                                                         ANNEX A

Pursuant to Section 5(a) of the Placement Agreement, counsel to the Company
shall deliver an opinion in substantially the following form:

     1.   The Company is incorporated and is validly existing as a corporation
in good standing under the laws of the State of Kansas.

     2.   The Company has corporate power and authority to (i) execute and
deliver, and to perform its obligations under, the Operative Documents and (ii)
issue and perform its obligations under the Debt Securities.

     3.   The Company is registered as a financial holding company under the
Gramm Leach Bliley Act.

     4.   (i) The Bank is validly existing and in good standing under the laws
of the jurisdiction of its organization, and (ii) to the best of our knowledge,
all of the issued and outstanding shares of capital stock of the Bank are owned
of record by the Company, directly or through subsidiaries.

     5.   The deposit accounts of the Bank are insured by the Federal Deposit
Insurance Company up to the maximum amount allowable under applicable law.

     6.   No consent, approval, authorization or order of or filing,
registration or qualification with any Governmental Entity is required in
connection with the execution and delivery by the Company of the Operative
Documents and the consummation of the transactions contemplated thereby except
as have already been obtained or made.

     7.   Each of the Placement Agreement and the Subscription Agreement has
been duly authorized, executed and delivered by the Company.

     8.   The Indenture has been duly authorized, executed and delivered by the
Company and constitutes a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms.

     9.   The Debt Securities have been duly authorized for issuance by the
Company pursuant to the Indenture and, when executed, authenticated and
delivered in the manner provided for in the Indenture and paid for in accordance
with the Subscription Agreement, will constitute valid and binding obligations
of the Company and will entitle the holders thereof to the benefits of the
Indenture, enforceable against the Company in accordance with their terms.

     10.  The execution, delivery and performance of the Operative Documents by
the Company, and the consummation by the Company of the transactions
contemplated by the Operative Documents, will not result in any violation of the
charter or bylaws of the Company or the Bank.

                                       1
<Page>

     11.  Assuming (i) the accuracy of the representations and warranties, and
compliance with the agreements, contained in the Placement Agreement and the
Subscription Agreement and (ii) that the Debt Securities are sold in the manner
contemplated by, and in accordance with, the Placement Agreement and the
Subscription Agreement, it is not necessary in connection with the offer, sale
and delivery of the Debt Securities by the Company to the Purchaser to register
the Debt Securities under the 1933 Act or to qualify the Indenture under the
Trust Indenture Act of 1939, as amended.

     12.  The Company is not, and, following the issuance of the Debt Securities
and the consummation of the transactions contemplated by the Operative Documents
and the application of the proceeds therefrom, the Company will not be, an
"investment company" required to be registered under the Investment Company Act
of 1940, as amended.

     In rendering such opinions, such counsel may (A) state that its opinion is
limited to the laws of New York, the corporate laws of the State of Delaware and
the Federal laws of the United States and (B) rely as to matters involving the
application of laws of any jurisdiction other than New York and Delaware or the
United States, to the extent deemed proper and specified in such opinion, upon
the opinion of other counsel of good standing believed to be reliable and who
are satisfactory to you and as to matters of fact, to the extent deemed proper,
on certificates of responsible officers of the Company and public officials.

                                        2
<Page>

                                                                         ANNEX B

Pursuant to Section 5(b) of the Placement Agreement, counsel to the Company
shall deliver an opinion in substantially the following form:

Sandler O'Neill & Partners, L.P.
9 West 57th Street
New York, New York 10019

Ladies and Gentlemen:

     We have acted as special tax counsel to Gold Banc Corporation, Inc., a
Kansas corporation (the "Company"), in connection with the offering of
$30,000,000 Floating Rate Debt Securities (the "Debt Securities"). This opinion
letter is furnished pursuant to Section 5(b) of the Placement Agreement dated
November 14, 2001, between the Company and you.

     In arriving at the opinions expressed below we have examined executed
copies of the Indenture relating to the issuance of the Debt Securities dated
the date hereof (the "Indenture"). In addition, we have made such investigations
of law and fact as we have deemed appropriate as a basis for the opinion
expressed below.

     It is our opinion that, under current law and assuming the performance of
the Indenture in accordance with the terms described therein, the Debt
Securities will be treated for United States federal income tax purposes as
indebtedness of the Company.

     Our opinion is based on the U.S. Internal Revenue Code of 1986, as amended,
Treasury regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all as of the date hereof and all of which are subject
to change, possibly on a retroactive basis. In rendering this opinion, we are
expressing our views only as to the federal income tax laws of the United States
of America.

                                       1
<Page>

                                                                         ANNEX C

     Pursuant to Section 5(c) of the Placement Agreement, counsel to Wilmington
Trust Company (the "Trustee") shall deliver an opinion to the effect that:

     (i)   The Trustee is a Delaware banking corporation with trust powers duly
organized and validly existing in good standing under the laws of the State of
Delaware with all necessary corporate power and authority to execute, deliver
and carry out and perform its obligations under the terms of the Indenture;

     (ii)  the execution, delivery and performance by the Trustee of the
Indenture has been duly authorized by all necessary corporate action on the part
of the Trustee and the Indenture has been duly executed and delivered by the
Trustee, and constitutes the legal, valid and binding obligation of the Trustee,
enforceable against it in accordance with its terms (subject to Bankruptcy and
Equity);

     (iii) the execution, delivery and performance of the Indenture by the
Trustee does not conflict with or constitute a breach of the charter or by-laws
of the Trustee; and

     (iv)  no consent, approval or authorization of, or registration with or
notice to, any governmental authority or agency of the United States of America
governing the banking or trust powers of the Trustee is required for the
execution, delivery or performance by it of the Guarantee Agreement, the
Declaration and the Indenture.

                                        1