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UNITED STATES
SECURITIES 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, 2005

OR

||_| | 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)

|Kansas(State or other jurisdiction of
incorporation or organization) | 48-1008593(I.R.S. Employer
Identification 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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Indicated
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of  the Securities Act.
Yes |_|   No |X|

Indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
Yes |_|   No |X|

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 |_|

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. |_|

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer or
a non-accelerated filer.  See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of  the Exchange Act.
Large Accelerated Filer |_|    Accelerated Filer |X|    Non-Accelerated Filer |_|

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes |_|   No |X|

The
aggregate market value of the 38,504,866 shares of common stock, par value $1.00 per
share, of the  registrant held by non-affiliates of the registrant as of June 30, 2005
was $560,425,800, computed based on  the $14.55 closing sale price of such common stock
on that date. As of March 13, 2006, the registrant had  38,189,279 shares of its common
stock outstanding.

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INDEX

|ITEM 1.  |  | BUSINESS                                                                                                     |  | 1  
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | ---
|ITEM 1A. |  | RISK FACTORS                                                                                                 |  | 9  
|ITEM 1B. |  | UNRESOLVED STAFF COMMENTS                                                                                    |  | 10 
|ITEM 2.  |  | PROPERTIES                                                                                                   |  | 10 
|ITEM 3.  |  | LEGAL PROCEEDINGS                                                                                            |  | 11 
|ITEM 4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                          |  | 14 
|ITEM 5.  |  | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 15 
|ITEM 6.  |  | SELECTED CONSOLIDATED FINANCIAL DATA                                                                         |  | 16 
|ITEM 7.  |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  | 18 
|ITEM 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   |  | 43 
|ITEM 8.  |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  |  | 45 
|ITEM 9.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 86 
|ITEM 9A. |  | CONTROLS AND PROCEDURES                                                                                      |  | 86 
|ITEM 9B. |  | OTHER INFORMATION                                                                                            |  | 88 
|ITEM 10. |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                           |  | 89 
|ITEM 11. |  | EXECUTIVE COMPENSATION                                                                                       |  | 93 
|ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               |  | 97 
|ITEM 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                               |  | 100
|ITEM 14. |  | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                       |  | 100
|ITEM 15. |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                   |  | 101

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PART I

|ITEM 1. | BUSINESS
|------- | --------

Recent Developments

Proposed
Merger with Marshall & Ilsley Corporation. On November 9, 2005, we
entered into an Agreement and Plan of Merger (the Merger Agreement)
with Marshall & Ilsley Corporation (M&I). Subject to the
terms and conditions of the Merger Agreement, it is intended that Gold Banc
Corporation (Gold Banc) will merge with and into M&I (the
Merger), with M&I being the surviving corporation in the Merger.
Our shareholders approved the Merger on January 25, 2006. The Merger is subject
to customary closing conditions, including obtaining certain regulatory
approvals, and is expected to be completed during the first or second quarter of
2006. Upon the effectiveness of the Merger, Gold Banc will no longer be a
reporting company under the Exchange Act. For additional information about the
Merger, see our current report on Form 8-K dated November 10, 2005 and our
current report on Form 8-K dated January 25, 2006.

Due to the
pendency of the Merger, our Board of Directors currently does not intend to call an annual
meeting of shareholders for the election of directors in 2006.

On
November 25, 2005, M&I filed an application with the Federal Reserve Bank of
Chicago to approve the Merger (the Merger Application). On December
27, 2005, Inner City Press/Fair Finance Watch (ICP) submitted to the
Federal Reserve Board a comment letter objecting to the Merger. On January 9,
2006, M&I filed an application with the Federal Reserve Bank
(FRB) of Chicago to merge our subsidiary Gold Bank (Gold
Bank or the Bank) with and into M&I Marshall & Ilsley
Bank (M&I Bank) after the consummation of the Merger. On January
27, 2006, the Metropolitan Milwaukee Fair Housing Council (MMFHC)
submitted to the Federal Reserve Bank of Chicago a comment letter objecting to
the merger of Gold Bank and M&I Bank. On February 15, 2006, ICP submitted an
additional comment letter to the FRB objecting to the Merger.

The
challenges by ICP and MMFHC argue that the Merger Application should not be approved
because Gold Bank and M&I Bank are allegedly not in compliance with their
responsibilities under the Community Reinvestment Act (CRA). In addition, the
second comment letter of ICP alleges that Gold Banks investment in multifamily
housing revenue bonds issued by the City of Lees Summit, Missouri and described in
Legal Proceedings  Multifamily Housing Bond Settlement should not have
been considered in evaluating Gold Banks compliance with the CRA. Gold Bank and
M&I Bank have responded to the challenges by ICP and MMFHC by providing detailed
information about both institutions long standing commitment to community
involvement and compliance with fair lending laws and regulations, including the CRA. The
comment letters submitted by ICP and MMFHC have resulted in the FRB taking additional time
to review the Merger Applications. The additional review time likely would not have
occurred had the comment letters not been filed.

The
Board of Governors of the Federal Reserve Bank on March 13, 2006 approved the application and notice
under Sections 3 and 4 of the Bank Holding Company Act by Marshall & Ilsley Corporation,
Milwaukee, Wisconsin, to acquire the Company and its Bank, both in Leawood, Kansas. The FRB also
approved the applications under the Bank Merger Act and Section 9 of the Federal Reserve
Act.

Sale
of Oklahoma Branches.On June 17, 2005, Gold Bank sold five branch
locations in Oklahoma. As of the date of closing, the deposits and loans of
these branches were approximately $332.6 million and $346.0 million (net of
allowance of $1.9 million), respectively. Bank premises and equipment at the
date of closing were $4.3 million. These items were recorded as assets and
liabilities held-for-sale as of December 31, 2004. In connection with the sale
of these branches, we recorded a gain of approximately $34.4 million in 2005.

Liquidation
of Subsidiaries. In December 2005, we dissolved three inactive subsidiaries:

| |  | GBS
Holding Company, LLC
| | - | ------------------------

| |  | Gold
Banc Acquisition Corporation VIII, Inc.
| | - | --------------------------------------------

| |  | Gold
Banc Acquisition Corporation X, Inc.
| | - | -----------------------------------------

In January 2006, we
dissolved three more inactive subsidiaries:

| |  | Gold
Investment Advisors, Inc.
| | - | ------------------------------

| |  | Gold
Insurance Agency, Inc.
| | - | ---------------------------

| |  | Central
Oklahoma  Leasing Authority, Inc.
| | - | -----------------------------------------

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|1
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Written Agreement

We
were party to a Written Agreement dated August 26, 2003, with the Kansas Office
of the State Bank Commissioner and the Federal Reserve Bank of Kansas City. In
late 2004, federal and state bank examiners conducted a comprehensive
examination of the Bank. Based upon such examination, the regulators were
satisfied with the condition of the Bank and concluded that we were in
substantial compliance with the terms of our Written Agreement. The regulators
then lifted the Written Agreement effective April 19, 2005 based on improvements
in the Banks risk management practices and after they had concluded that
we had completed the tasks required by the Written Agreement.

The Company and
Subsidiaries

Gold
Banc Corporation, Inc.Gold Banc Corporation, Inc. is a Kansas
corporation, 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 Bank ("FRB"). Our principal executive
offices are located at 11301 Nall Avenue, Leawood, Kansas 66211, and our
telephone number is (913) 451-8050.

As
a financial holding company, we are eligible to engage in a broad range of
financial activities, including banking and securities activities, investment
advisory and additional activities that the FRB determines to be financial in
nature or complementary to such activities.

Gold
Bank.Our principal subsidiary is Gold Bank, which has 31
branches in 19 communities in Kansas, Missouri, Oklahoma and Florida. We operate
primarily through Gold Bank. In addition to our Bank, we also own non-bank
financial services subsidiaries that provide securities brokerage, investment
management and trust services.

Gold
Bank 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, safe deposit boxes and a wide range of lending
services. Gold Banks loan portfolio consists primarily of commercial and
industrial loans and commercial real estate loans.

Gold
Financial Services, Inc. Gold Financial Services is a
wholly-owned subsidiary of Gold Banc Corporation that serves as an intermediate
holding company for our financial services subsidiaries engaged in insurance,
trust, brokerage, investment advisory services and merchant banking.

Gold
Capital Management, Inc. Gold Capital Management is registered
with the SEC as a securities broker-dealer and investment advisor, and is a
member of the National Association of Securities Dealers ("NASD"). It is also
licensed in Florida, Kansas, Misouri and Oklahoma as an insurance agency.Gold Capital Managements customers consist mostly of financial
institutions located throughout the Midwest. Gold Capital Management manages a
wide variety of fixed income portfolios for its banking clients and also
provides services to trusts, pension plans, insurance companies, commercial
businesses, government entities, foundations and high-net-worth individuals.

Gold
Trust Company. Gold Trust Company is a Missouri non-depository
trust company that provides trust services at Gold Bank branch locations. As of
December 31, 2005, Gold Trust Company had approximately $899 million in
discretionary trust assets under management and approximately $431 million in
non-discretionary trust assets under administration.

Lending Activities

Real
Estate Lending. Loans secured by real estate represent the
largest class of the Banks loans. As of December 31, 2005, real estate and
real estate construction and development loans totaled $1.1 billion and $1.1
billion, respectively, or 34.14% and 33.52% of gross loans, respectively. Our
portfolio of real estate loans carries with it credit 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 terms not exceeding 30 years. We retain some
adjustable rate mortgages having an adjustment period of five years or less.
Commercial real estate loans are generally amortized over 20 years or less. We
also generate long-term, fixed-rate residential real estate loans, which we sell
in the secondary market. Commercial real estate, construction and agricultural
real estate loans are generally limited, by policy, to 80% of the appraised
value of the property. 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.

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Commercial
Lending. Loans in this category principally include loans to
service, retail, wholesale and light manufacturing businesses including
agricultural service businesses. As of December 31, 2005, commercial loans
represented the Banks third largest class of loans at $976.7 million, or
30.92% 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 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, 2005, consumer and other loans amounted to
$24.1 million, or 0.76% of gross loans.

Agricultural
Lending. The Bank provides short-term credit for operating loans
and intermediate-term loans for farm product, livestock and machinery purchases
and other agricultural improvements. Agricultural loans were $13.1 million as of
December 31, 2005, or 0.41% of total loans. Farm product loans generally have a
one-year term, and machinery and equipment and breeding livestock loans
generally have five to seven-year terms. These loans are generally secured by a
blanket lien on livestock, equipment, feed, hay, grain and growing crops. We
also rely on federal guarantees and crop insurance coverage in making these
loans. Equipment and breeding livestock loans are generally limited to 75% of
the appraised value of the collateral.

Investment
Portfolio

The
Banks investment portfolio is used to meet its 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 $752.5 million, or 18.0% of total assets, on December
31, 2005. Federal funds sold and certificates of deposit are not classified as
investment securities.

Deposits and
Borrowings

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

The
Bank offers 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.

Competition

The
banking industry nationally and in our local markets is highly competitive. We
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
intermediaries. Some of these competitors have substantially greater resources
and lending limits and may offer certain services that we do not currently
provide. Some of our non-bank competitors are not subject to the same extensive
federal regulations that govern the Bank.

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Associates

We
maintain a corporate staff of approximately 85 persons. At February 15, 2006,
our bank and non-bank subsidiaries had approximately 688 associates. None of our
associates or any of the associates of our bank or non-bank subsidiaries is
covered by a collective bargaining agreement. We believe our associate relations
are satisfactory.

Regulation and
Supervision

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), we are subject to the supervision and examination by
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 Gold Bank, not our
stockholders.

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 CRA 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:

| |  | 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 are complementary to a financial activity and do  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 receives a rating under the
CRA 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. Gold Bank received a
satisfactory rating in its last CRA examination.

| 
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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, calculated as:
| | - | ----------------------------------------------------------------

| |  | common
stockholders equity;
| | - | ----------------------------

| |  | plus,
non-cumulative perpetual preferred stock and any related surplus;
| | - | -----------------------------------------------------------------------

| |  | plus,
minority interests in the equity accounts of consolidated subsidiaries;
| | - | -----------------------------------------------------------------------------

| |  | less,
all intangible assets (other than certain mortgage servicing assets,  non-mortgage
servicing assets and purchased credit card relationships);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| |  | less,
certain credit-enhanced interest only strips and nonfinancial equity  investments
required to be deducted from capital; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| |  | less,
certain deferred tax assets.
| | - | ----------------------------------

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

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

| |  | plus,
unrealized gains on certain equity securities (limited to 45% of pre-tax net  unrealized
gains);
| | - | ------------------------------------------------------------------------------------------------------

| |  | plus,
cumulative perpetual and long-term preferred stock (original maturity of  20 years or
more) and any related surplus;
| | - | --------------------------------------------------------------------------------------------------------------------------

| |  | plus,
auction rate and similar preferred stock (both cumulative and  non-cumulative);
| | - | -------------------------------------------------------------------------------------

| |  | plus,
hybrid capital instruments (including mandatory convertible debt  securities); and
| | - | ----------------------------------------------------------------------------------------

| |  | plus,
term subordinated debt and intermediate-term preferred stock with an  original weighted
average maturity of five years or more (limited to 50% of Tier  1 capital).
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| |  | Total
capital, calculated as:
| | - | -----------------------------

| |  | Tier
1 capital;
| | - | ---------------

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

| |  | less,
investments in banking and finance subsidiaries that are not consolidated  for regulatory
capital purposes;
| | - | -----------------------------------------------------------------------------------------------------------------

| |  | less,
intentional, reciprocal cross-holdings of capital securities issued by  banks; and
| | - | ----------------------------------------------------------------------------------------

| |  | less,
other deductions (such as investments in other subsidiaries and joint  ventures) as
determined by supervising authority.
| | - | ------------------------------------------------------------------------------------------------------------------------------

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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, 2005, we were in compliance with all of
the FRBs capital adequacy guidelines. Our capital ratios on December 31,
2005 are shown on the following chart.

|        | Leverage Ratio(4% minimumrequirement) |       | Tier 1 Risk-basedCapital Ratio(4% minimumrequirement) |       | Tier 1 Risk-basedCapital Ratio(8% minimumrequirement)
|------- | ------------------------------------- | ----- | ----------------------------------------------------- | ----- | -----------------------------------------------------
|Company |                                       | 8.44% |                                                       | 9.53% |                                                      

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 Office of 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 Gold Bank. Gold Bank, a Kansas state member bank,
is subject to regulation and examination by the Office of the Kansas State Bank
Commissioner and the FRB. Gold Bank is also regulated by the Federal Deposit
Insurance Corporation (the FDIC). The FRB and the FDIC are each
empowered to issue cease and desist orders against Gold Bank if they determine
that activities of the Bank represent 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 Gold Bank,
not our stockholders.

Bank
Regulatory Capital Requirements. The FRB has adopted minimum
capital requirements applicable to state member banks which are substantially
similar to the capital adequacy guidelines established by the FRB for bank
holding companies. A special risk-based capital requirement (including a new
Tier 3 capital component) applies to certain large banks whose trading activity
(on a worldwide consolidated basis) equals 10% or more of their total assets or
$1 billion or more. Gold Bank is not subject to such special capital
requirement.

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Federal
banking laws classify an insured financial institution in one of the following
five categories, depending upon the amount of its regulatory capital:

| |  | 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.

Gold
Bank must be well-capitalized and well-managed for us to remain a financial
holding company. The capital ratios and classifications of Gold Bank as of
December 31, 2005 are shown on the following chart.

|          | Leverage Ratio(4% minimumrequirement) |       | Tier 1 Risk-basedCapital Ratio(4% minimumrequirement) |       | Total Risk-basedCapital Ratio(8% minimumrequirement) |        | Classification
|--------- | ------------------------------------- | ----- | ----------------------------------------------------- | ----- | ---------------------------------------------------- | ------ | --------------
|Gold Bank |                                       | 8.84% |                                                       | 9.65% |                                                      | 10.59% |               

Deposit
Insurance and Assessments. The deposits of Gold Bank 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 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.

Payment
of Dividends. Gold Banc is 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. State banking laws also prohibit the declaration of
a dividend out of the capital and surplus of a bank, without prior regulatory
approval.

| 
|-
|7
| 

We
have paid regular quarterly dividends on our common stock but we did delay the
payment of a dividend for the fourth quarter of 2005 because of the pendency of
the Merger. Our Board of Directors met on February 22, 2006 and declared a
dividend of $0.05 per share for the fourth quarter of 2005. The dividend was
paid on March 10, 2006 to holders of record as of March 4, 2006.

Community
Reinvestment Act. Gold Bank is subject to the CRA and
implementing regulations thereunder. 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 us and our Bank subsidiary.

Limitations
on Transactions with Affiliates. We and our non-bank subsidiaries
are affiliates within the meaning of the Federal Reserve Act. The
amount of loans or extensions of credit which a bank 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 Gold Bank
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 Our Non-bank Financial Service Subsidiaries

General.
Our non-bank financial service subsidiaries are subject to the supervision of
the FRB and may be subject to the supervision of other regulatory agencies
including the SEC, 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 associates. 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
associates. 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 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 Management
and Gold Insurance Agency 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. The Gold Insurance Agency was liquidated in January 2006.

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.

| 
|-
|8
| 

Where to Find
Additional Information

Additional
information about us can be found on our Web site at www.goldbanc.com We also
provide on our Web site our filings with the SEC, including our annual reports,
quarterly reports, and current reports along with any amendments thereto, as
soon as reasonably practicable after we have electronically filed such material
with, or furnished it to, the SEC. You may also obtain copies of the charters of
the Audit, Nominating and Corporate Governance, and Compensation Committees of
our Board of Directors on our website.

|ITEM 1A. | RISK
FACTORS
|-------- | ------------

There
are many risks and uncertainties that can affect our business, financial
performance or share price. Some of these are beyond our control. Here is a
brief description of some of the important factors which could cause our future
business, operating results, financial condition or share price to be materially
different than our expectations. This discussion includes a number of
forward-looking statements. You should refer to the description of the
qualifications and limitations on forward-looking statements on page 41 of this
report.

There
are a number of risks and uncertainties that could impact us as an operating
company if the Merger is not consummated as planned and which are omitted from
this report on the assumption that the Merger will be consummated.

Our
shareholders face risks in connection with the proposed
Merger with M&I.Although our proposed Merger with M&I has been
approved by our shareholders, the Merger must be approved by the FRB and
approvals are also required from, or notices are required to, the Kansas Office
of the State Bank Commissioner and the Florida Office of Financial Regulation,
as well as the New York Stock Exchange, Nasdaq and other self-regulatory
organizations, and may be required from or to certain other regulatory agencies
before it is consummated. Although we anticipate these approvals will be
received, there have been challenges to the Merger under the CRA which may delay
or prevent approval of the Merger. We have terminated or lost a significant
number of associates in anticipation of the Merger. These staff losses could
adversely affect our ability to do business or maintain customer relationships
prior to consummation of the Merger. If the Merger is not consummated for any
reason, the failure to consummate the Merger and the staff losses we have
experienced could adversely affect our business or customer relationships. If
the Merger is consummated as planned, our stockholders will receive M&I
stock in exchange for their stock in GoldBanc Corporation. There can be no
assurance that M&Is stock will trade at or above the exchange rate in
the Merger, nor that M&I will pay dividends on its stock at levels
comparable to or higher than the dividends historically paid on our common
stock. The success of the Merger may depend in part upon the ability of M&I
to integrate our operations with its own, and upon M&Is ability to
operate successfully and achieve growth in the markets in which we currently
operate, neither of which can be assured.

Loss
of key personnel could have an adverse effect on our operations.
Prior to the closing of the Merger, or if the Merger is not consummated, the
loss of certain key personnel could adversely affect our operations. Our success
has depended in large part on the retention of a limited number of key persons,
including Malcolm M. Aslin, our President and Chief Executive Officer, and
Richard J. Tremblay, our Executive Vice President and Chief Financial Officer.
We will likely undergo a difficult transition period if we lose the services of
either of these individuals. In recognition of this risk, we own, and are the
beneficiary of, insurance policies on the lives of these key employees and have
entered into an employment agreement with Mr. Aslin.

In
addition, Roger M. Arwood, President of the Bank and our Executive Vice
President, resigned effective as of March 3, 2006. If the Merger is not
consummated then we will have to replace Mr. Arwood. We also place great value
on the experience of our community bank presidents in each of our markets and on
their relationships with the communities they serve. The loss of these key
persons could negatively impact the affected banking locations.

Our
allowance for loan losses may not be adequate. As a lender, we
are exposed to the risk that our customers will be unable to repay their loans
according to their terms and that any collateral securing the payment of their
loans may not be sufficient to cover repayment. Credit losses are inherent in
the lending business and could have a material adverse effect on our operating
results. We make various assumptions and judgments about the collectibility of
our loan portfolio and provide an allowance for losses based on a number of
factors. If our assumptions are wrong, our allowance for loan losses may not be
sufficient to cover our actual loan losses, and we may have to increase the
allowance in the future. Approximately 94.6% of our loan portfolio on December
31, 2005 consisted of construction loans, agricultural loans, loans secured by
commercial real estate, and commercial business loans. These loans generally
involve a greater degree of risk of nonpayment or late payment than home equity
loans or residential mortgage loans and carry higher loan balances. 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
and value of the collateral in the case of collateralized loans, among other
things. Our credit risk with respect to our commercial and consumer installment
loan portfolio relates principally to the general creditworthiness of businesses
and individuals within our local markets. Our credit risk with respect to our
agricultural loan portfolio relates, among other factors, to commodity prices
and weather patterns.

| 
|-
|9
| 

Changes
in interest rates could adversely affect our profitability. We
may be unable to manage interest rate risk that could reduce our net interest
income. Like other financial institutions, our results of operations are
impacted principally by net interest income, which is the difference between
interest earned on loans and investments and interest expense paid on deposits
and other borrowings. We cannot predict or control changes in interest rates,
which are affected by regional and local economic conditions and the policies of
regulatory authorities, including monetary policies of the FRB. While we
continually take measures designed to manage the risks from changes in market
interest rates, including interest rate swap agreements, changes in interest
rates can still have a material adverse effect on our profitability.

Funding
our substantial cash requirements with dividends from the Bank reduces the
capital levels of the Bank.We are a separate legal entity from
our subsidiaries and do not have significant operations of our own. We depend
primarily on dividends we receive from our subsidiaries, primarily the Bank,
which may be limited by statutes and regulations and our cash and liquid
investments available to pay dividends on our common stock after paying
operating expenses and other obligations. In addition, we had an aggregate
outstanding amount of $116.6 million in subordinated debt and trust preferred
securities, as compared to total equity of $277.4 million outstanding, as of
December 31, 2005. Our annual interest payments due on these borrowings were
approximately $7.2 million as of December 31, 2005. We are dependent on
dividends from the Bank to service these and other borrowings, and ultimately
for principal repayment at maturity.

Our
ability to pay dividends on our common stock is limited by the ability of the
Bank to pay dividends under applicable law and by contracts relating to our
trust preferred securities. Our ability to pay dividends on our
common stock largely depends on our receipt of dividends from the Bank. The
amount of dividends the Bank may pay to us is limited by federal and state
banking laws and regulations. The Bank is required to maintain capital
sufficient to meet the well capitalized standard set by regulators
and is able to pay dividends to us only so long as its capital continues to
exceed these levels. We or the Bank may decide to limit the payment of dividends
even when we or they have the legal ability to pay them in order to retain
earnings for use in our or the Banks business. Under contracts relating to
our trust preferred securities, we are prohibited from paying dividends on our
common stock if we have not made required payments on, or have elected to defer
payments of interest on, the junior subordinated debentures that support our
trust preferred securities or if an event of default has occurred and is
continuing with respect to such debentures.

Local
economic conditions could adversely affect our operations.
Changes in local economic conditions could adversely affect our loan portfolio
and results of operations. Our success depends to a certain extent upon the
general economic conditions of the local markets that we serve. Unlike larger
banks that are more geographically diversified, we provide banking and financial
services to customers only in those markets in Kansas, Oklahoma, Missouri and
Florida where the Bank operates. Our commercial, agricultural, real estate and
construction loans, and the ability of the borrowers to repay these loans, and
the value of the collateral securing these loans, are impacted by local economic
conditions, which could fluctuate significantly from time to time.

|ITEM 1B. | UNRESOLVED
STAFF COMMENTS
|-------- | -------------------------

Not
applicable

|ITEM 2. | PROPERTIES
|------- | ----------

Gold
Bank owns most of its banking facilities. In addition to Gold Banks
centralized operations services center, certain of Gold Banks branch
locations are in leased facilities. Our financial services subsidiaries have
entered into short-term leases for their properties. We believe 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. Our headquarters
and Gold Banks Leawood, Kansas location are contained in a 25,000 square
foot building that opened in 1996, all of which we occupy.

|  
|--
|10
|  

|ITEM 3. | LEGAL
PROCEEDINGS
|------- | -----------------

Wayne K. Janzen,
Dustin E. Cole and Michael Ross, v. Gold Banc Corporation, Inc., GBC Kansas, Inc., and
Gold Bank, a  Kansas bank (District Court of Kingfisher County, State of Oklahoma)

This
case was filed in the District Court of Kingfisher County, Oklahoma on September
10, 2004. The plaintiffs bring the case on behalf of themselves and on behalf of
the putative class of all those similarly situated. The Amended Petition
proposed a class of all those agricultural borrowers with loans that are or were
guaranteed by the United States of America through the Farm Service Agency
(FSA) guaranteed loan program. The plaintiffs generally allege that
the Bank has engaged in a pattern of charging interest rates and fees in excess
of what it charges its average agricultural customer. The petition contains six
counts against us. The counts are for breach of contract, negligence in the
performance of servicing the FSA guaranteed loans, unjust enrichment by
realizing increased profits caused by not disclosing to borrowers that the Bank
was charging excessive interest rates and fees, a claim for usury, and an
injunction to prevent the Bank from continuing its alleged practice of charging
excessive interest rates and fees. No specific damage amounts are claimed other
than more than $10,000 is sought on each count. Plaintiffs also seek punitive
damages and their costs and attorneys fees. An answer denying the
allegations in the petition was filed on behalf of the defendants.

This
case was removed on October 1, 2004 to the United States District Court for the
Western District of Oklahoma. Plaintiffs filed a motion to remand the case back
to state court and the federal district court granted such motion.

The
plaintiffs filed a motion for class certification and a class certification
hearing was held on April 13, 2005. On June 3, 2005, the District Court issued
an order certifying a class composed of those agricultural customers who
obtained a FSA guaranteed loan between January 1, 1999 to February 29,
2004. We filed an appeal of the class certification order to the Oklahoma
Court of Civil Appeals, and the briefing on that appeal is now complete. The
Court of Appeals has ordered oral argument on the appeal. No date has been set
for the oral argument. The District Court and the Court of Civil Appeals denied
our request to stay discovery in the District Court case pending resolution of
our appeal. We are awaiting the ruling of the Oklahoma Court of Civil Appeals.

We
believe we have valid defenses to plaintiffs claims and intend to
vigorously defend this lawsuit.

H.D. Young, Troy
Boelte, Misti Boelte, Larry M. Boelte, Neacha Boelte, Mark Lorenzen, Denniece Lorenzen,
Harold I.  Mason, and Jaynee L. Mason, v. Gold Banc Corporation, Inc., Gold
Bank-Oklahoma, Gold Bank-Kansas, GBC Oklahoma, Inc.,  GBC Kansas, Inc., and Gold Bank
(District Court of Washita County, Oklahoma)

On
February 2, 2005, the plaintiffs filed this lawsuit in the District Court for
Washita County, Oklahoma, seeking to assert claims individually and on behalf of
persons similarly situated. The putative class consisted of all who entered into
loan agreements with the Bank, which loans were in turn guaranteed by the FSA
under the FSAs federally sponsored guaranteed loan program. The petition
generally alleged that the Bank charged its average farm customer a lesser
interest rate than was charged to FSA guaranteed borrowers. The plaintiffs
claimed that charging the higher interest rate is usurious. Similar federal law
claims asserted by the same plaintiffs against the same defendants had been
dismissed with prejudice by the United States District Court for the Western
District of Oklahoma on January 26, 2005.

In
addition to the usury cause of action, the petition alleged that the Bank
converted unspecified funds belonging to plaintiffs. Plaintiffs claimed that the
Bank committed fraud by materially misrepresenting to the class that it would
honestly and faithfully abide by the FSA rules and regulations although it knew
it was not going to follow such rules and regulations. The complaint also
alleged that (i) the Bank charged a 1% origination fee on all guaranteed loans
and that the fee was illegal and excessive; (ii) the Bank did not charge similar
fees on non-guaranteed loans and violated the applicable federal regulations;
(iii) plaintiffs are third-party beneficiaries of the Banks contracts
with the FSA and that the Bank breached those contracts and harmed the
plaintiffs; (iv) the acts of the Bank were deceitful and done with intent to
defraud the class of borrowers; (v) the Bank received money from the federal
government that was to be paid to the plaintiffs for the use and benefit of the
class, but instead was converted by the Bank for its own use; (vi) because the
conduct of the Bank was allegedly fraudulent, the class is entitled to a
reformation of their loan contracts to conform to law and equity; and (vii) the
Bank was unjustly enriched and should be required to provide restitution to
plaintiffs. The plaintiffs sought to recover for the class all sums paid to us
for allegedly usurious interest, which amount they claimed should be doubled,
forgiveness of all future interest otherwise due under any note, punitive
damages, and costs of the suit, including reasonable attorneys fees. No
specific amounts of monetary damages were alleged.

|  
|--
|11
|  

We
filed a motion to dismiss plaintiffs state court claims on March 16, 2005.
At a hearing on May 19, 2005, the Court granted our motion to dismiss. On
September 15, 2005, the Court entered a written order dismissing
plaintiffs claims and entering judgment for us. Plaintiffs have appealed
the dismissal of their claims to the Oklahoma Court of Civil Appeals under an
accelerated procedure that provides for no additional briefing on appeal. The
appeal of this case has been assigned to the same division of the Oklahoma Court
of Civil Appeals that was assigned our appeal in the Janzen matter.

We
believe we have valid defenses to plaintiffs claims and intend to
vigorously defend this lawsuit.

Gold Bank v. Mike
Johanns, Secretary of Agriculture, in his official capacity; U.S. Department of
Agriculture; and  Farm Service Agency (Court of Federal Claims)

Gold
Bank originally filed this lawsuit in the U.S. District Court for the District
of Kansas on June 7, 2005 challenging the FSA interest rate regulation as
unconstitutionally vague. The regulation, 7 C.F.R. section 762.124, provides
that lenders may not charge their FSA guaranteed customers interest in excess of
the interest charged to the lenders average agricultural loan
customer. The regulation does not define average agricultural loan
customer and gives no guidance on how to calculate the average
rate. This regulation formed the basis for both the previously-settled False
Claims Act qui tam lawsuit (discussed in previous filings) and the
above-referenced lawsuits filed by FSA borrowers.

Gold
Banks lawsuit challenging the interest rate regulation arose in the
context of requests for interest assistance subsidies that the FSA recently
denied. To obtain interest assistance subsidies on eligible loans, Gold Bank is
required to submit annual interest assistance request forms to the FSA. In early
2005, requests for approximately $300,000 in interest assistance claims to the
FSA were due. Part of the interest assistance request form is a certification by
the Bank that the request is accurate and consistent with the terms of FSA
regulations, presumably including the interest rate limitation.
Certifications of this sort were alleged to have been falsely made in the False
Claims Act case, and the relator and United States government sought fines and
treble damages for each such allegedly false certification. In light of the
uncertainty over the meaning of the interest rate regulation, Gold Bank attached
addenda to these requests limiting its certification to the information provided
on the form itself. The FSA rejected these requests, and noted that no revisions
or addenda to the standard form would be accepted. This lawsuit challenges the
constitutionality of the interest rate regulation on vagueness grounds, and asks
the Court to order the FSA to accept Gold Banks interest assistance
requests with the addenda.

The
United States filed a motion to dismiss the complaint on September 12, 2005, and
we filed our opposition to that motion on October 12, 2005. On December 23, 2005
the Kansas federal court granted the governments motion to dismiss on the
ground that exclusive jurisdiction for the claims rests in the Court of Federal
Claims. The Court did not address the merits of Gold Banks claims.

Gold
Bank believes the quickest way to reach the merits of its claims is to proceed
in the Court of Federal Claims, rather than appeal the district courts
order. Accordingly, Gold Bank re-filed the case in the Court of Federal Claims
on January 10, 2006.

We
believe we have a valid claim and intend to vigorously pursue the claim through
the judicial process. Based on our own knowledge of the cases and consultation
with third-party attorneys, we do not believe the potential gain or loss
resulting from the cases, if any, can be reasonably estimated at this time and
thus, Gold Bank has not recorded any asset or liability related to these cases.

Mortgage
Rescission Claims in Jackson County, Missouri

Gold
Bank is a defendant in four cases brought by separate borrowers in Jackson
County, Missouri in connection with rental real estate mortgage loans made by
the Bank in the original aggregate principal amount of approximately $1.27
million. The loans were made in 2003 and 2004 and have been declared in default
by the Bank. The Bank has commenced foreclosure proceedings against the
properties securing the loans. The plaintiffs are seeking to rescind the loans
and quiet title to the underlying properties. Certain of the plaintiffs have
also sued the Bank, one of its employees and the sellers and appraisers of the
properties for fraudulent misrepresentation regarding the value, habitable and
rentable condition and income potential of the properties.

The
Bank denies it is liable to the plaintiffs in any way and intends to vigorously
contest these cases.

|  
|--
|12
|  

Multifamily
Housing Bond Settlement

As
disclosed in our current report on Form 8-K dated October 17, 2005, Gold Bank
entered into three settlement agreements with the Internal Revenue Service
(IRS) arising from the Banks purchase of an aggregate of $14.2
million in multi-family housing revenue bonds (the Series C Bonds)
in 2001 and 2002. The Series C Bonds were issued by the City of Lees
Summit, Missouri, the Community Development Authority of the City of Manitowoc,
Wisconsin, and the Oklahoma Housing Development Authority. The Series C Bonds
were marketed and sold as tax-exempt investments. The IRS made a proposed
determination that interest paid on the Series C Bonds was not excludable from
the gross income of the Bank for tax purposes. We disputed that assertion by the
IRS. On October 17, 2005, we entered into three settlement agreements with the
IRS, under which we made a one-time cash payment in the aggregate amount of $3.5
million in full settlement of all claims made by the IRS. We did not admit any
liability or wrongdoing in connection with the settlement. The IRS settlement
payments were recorded as an additional income tax expense for the quarter ended
September 30, 2005.

The
trustee of the Manitowoc, Wisconsin Series C Bonds currently holds indenture
account funds in the amount of approximately $1.8 million which are the subject
of conflicting claims by the Bank and the issuer of the Manitowoc Series C
Bonds. On February 22, 2006, the trustee filed a Petition as Trustee for
Instructions in the Administration of a Trust in a special statutory proceeding
in the District Court of Ramsey County, Minnesota seeking a court determination
on whether such funds should be remitted to the Bank or to the issuer of the
Manitowoc Series C Bonds. We believe our claim to these funds is superior to the
issuers claim and intend to continue asserting such claim in the current
proceeding.

In
separate but related matters, we recovered an aggregate of $4.6 million in
settlement of claims we made against other participants in the Series C Bond
transactions. These recoveries were recorded as an offset to other expenses.

|  
|--
|13
|  

|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 2005. Our shareholders approved the Merger at a special
shareholders meeting held on January 25, 2006.

|  
|--
|14
|  

PART II

|ITEM 5. | MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY  SECURITIES
|------- | -------------------------------------------------------------------------------------------------------------

Our common stock trades
on the Nasdaq National 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 | 
|------------- | ------------ | 
|
|2004 Quarters |              | 
|First         |              | 
|Second        |              | 
|Third         |              | 
|Fourth        |              | 
|2005 Quarters |              | 
|First         |              | 
|Second        |              | 
|Third         |              | 
|Fourth        |              | 

During
the fourth quarter of 2005, we purchased 129,000 shares of our common stock
under our announced share repurchase program.

As
of March 13, 2006, there were approximately 603 holders of record of our common
stock.

Our
Board of Directors met on February 22, 2006 and declared a dividend of $0.05 per
share for the fourth quarter of 2005. The dividend was paid on March 10, 2006 to
holders of record as of March 4, 2006.

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

Under
the terms of the junior subordinated indentures associated with our trust
preferred securities, we are prohibited from declaring or paying a dividend to
our stockholders in the event we either are in default under the terms of the
indenture or have elected to defer payment of our obligations due thereunder.

|  
|--
|15
|  

|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 annual
report.

|                                         | At or for the Years Ended December 31, | 
|---------------------------------------- | -------------------------------------- | 
|
|
|                                        
|Earnings                                 |                                        | 
|Net interest income                      |                                        | 
|Provision for loan losses                |                                        | 
|Non-interest income                      |                                        | 
|Non-interest expense (1)                 |                                        | 
|Income taxes                             |                                        | 
|Net earnings from continuing operations, |                                        | 
|net of tax                               |                                        | 
|Net earnings (loss) from discontinued    |                                        | 
|operations, net of tax                   |                                        | 
|Net earnings                             |                                        | 
|                                        
|Financial Position                       |                                        | 
|Total assets                             |                                        | 
|Loans receivable, net                    |                                        | 
|Allowance for loan losses                |                                        | 
|Goodwill and other intangibles, net      |                                        | 
|Investment securities                    |                                        | 
|Assets held for sale                     |                                        | 
|Deposits                                 |                                        | 
|Long-term borrowings                     |                                        | 
|Subordinated debt                        |                                        | 
|Liabilities held for sale                |                                        | 
|Stockholders equity                     |                                        | 
|                                        
|Per Share Data                           |                                        | 
|Net earnings per share from continuing   |                                        | 
|operationsbasic                         |                                        | 
|Net earnings per share from continuing   |                                        | 
|operationsdiluted                       |                                        | 
|Net earnings (loss) from discontinued    |                                        | 
|operation per sharebasic and diluted    |                                        | 
|Net earnings per sharebasic             |                                        | 
|Net earnings per sharediluted           |                                        | 
|Book value per share                     |                                        | 
|Cash dividends declared                  |                                        | 
|Average shares outstanding               |                                        | 

|  
|--
|16
|  

|                                         
|-----------------------------------------
|Ratios                                   
|Return on average assets                 
|Return on average equity                 
|Stockholders equity to total assets     
|Dividend payout                          
|Net interest margin (2)                  
|Allowance for loan losses to non-        
|performing loans                         
|Non-performing assets to total assets    
|Non-performing loans to total loans (4)  
|Net loan charge-offs to average loans (4)
|Efficiency ratio (3)                     
|                                         
|Capital Ratios                           
|Tier 1 risk-based capital ratio          
|Total risk-based capital ratio           
|Leverage ratio                           

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

|(2) | Net
interest margin is on a fully tax-equivalent basis.
|--- | -------------------------------------------------------

|(3) | Efficiency
ratio is calculated as follows: Non-interest expense less qui tam settlement,
discontinued operation and prepaid offering costs written off;  divided by the sum of net
interest income before provision for loan losses plus  non-interest income less
discontinued operation, gain on branch sales and bond  impairment.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Total
and average loans include loans within the assets held for sale at  December 31, 2004 and
2003.
|--- | -----------------------------------------------------------------------------------------------------

|  
|--
|17
|  

|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
thereto included elsewhere in this annual report.

Overview

We
are a financial services holding company that has grown from the acquisition of
a single bank with $2.9 million in assets in 1978 to $4.2 billion in assets as
of December 31, 2005. We consider ourselves a Super Community Business
Bank with the scale, geographic reach, expertise and service orientation
needed to deliver, in a highly personalized and effective manner, all of the
financial services desired by our targeted customer base. Our principal business
banking customers are small and mid-sized businesses and real estate developers
and investors that are typically local owner-operators. In addition, we have
placed increasing emphasis on personal and private banking as well as managing
the investment assets of these businesses, their owner-operators and employees,
as well as other individuals with significant investable assets.

Our
strategy is to concentrate on Metropolitan Statistical Areas (MSAs) with
attractive income and growth demographics. Since 2001, we have acquired or
established 11 branches in high-growth metropolitan markets. Also
during this time period, we sold 27 branches in rural Kansas and Oklahoma, with
11 of those branches being sold in 2004 and five of those branches sold in 2005.

We
used the equity and capital strength derived from these transactions to support
organic growth as well as open de novo branches in Johnson County, Kansas, the
counties of Manatee, Charlotte, Sarasota and Hillsborough in Florida and the
faster growing parts of Jackson County, Missouri. We have the second largest
deposit market share in Johnson County, Kansas which is the third fastest
growing county in the country and represents 38% of our franchise as of December
31, 2005. Johnson County, Kansas is also the most affluent county in Kansas with
an average household income of $88,369 and with more than 69% of households
having an income of more than $50,000. The four county area we serve in Florida
has experienced a 9.7% increase in households since 2000. The average household
income for the four counties we serve in Florida is $61,406 which is well above
the state and national average. (The source for all demographic data is
Claritas, Inc.).

To ensure
that our management teams incentives were properly aligned with achieving these
objectives and thus the interests of our stockholders, we restructured our long-term
compensation programs to award significant amounts of restricted stock. The restricted
stock and all outstanding options became fully vested on January 25, 2006 when our
stockholders voted to approve the Merger.

We
emphasize commercial and real estate lending in each of our metropolitan markets
and have enjoyed strong loan demand, attractive yield opportunities and high
asset quality in our lending activities. Even though we sold 11 branches in 2004
with loans of $216.6 million and five branches in 2005, with loans of $346.0
million, our commercial loans increased by $68.5 million and our combined real
estate and real estate construction loans as of December 31, 2005 increased by
$40.3 million as compared to 2004. We also produced $126.4 million in loan
growth during the last quarter of 2005.

We
have also seen an improvement in net interest margin. We have been well
positioned to benefit from the rising interest rate environment due to the
sensitivity of our loan portfolio to rising rates. Our net interest margin
increased 14 basis points in 2005.

Our
non-performing loans increased by $5.0 million in 2005, and our provision for
loan losses increased by 64.8%, from $5.9 million in 2004 to $9.7 million in
2005.

Our
Board of Directors met on February 22, 2006 and declared a dividend of $0.05 per
share for the fourth quarter of 2005. The dividend was paid on March 10, 2006 to
holders of record as of March 4, 2006.

Increasing
Retail Deposits. We reduced our brokered deposits from $536.6
million as of December 31, 2004, to $326.2 million as of December 31, 2005,
while decreasing our FHLB and other long-term borrowings by $90.9 million.
We concentrated on aggressively seeking deposits in 2005 in Johnson County,
Kansas and Manatee County, Florida where we have the second and third largest
market shares in deposits, respectively, as well as in our other metropolitan
markets. While the funding costs for attracting these additional retail deposits
was somewhat higher than brokered deposits, we emphasized this source of funding
to provide the liquidity needed for our growth, and allow us additional
cross-selling opportunities for all our products.

|  
|--
|18
|  

Increasing
Our Efficiency.We have taken significant steps to reduce our
operating expenses, which resulted in an improvement in our efficiency ratio,
which was 64.9% as of December 31, 2005. To this end, we have consolidated our
Florida and Oklahoma banking charters into Gold Bank-Kansas, which is now known
simply as Gold Bank. This consolidation enabled us to achieve greater
centralization of management and administrative functions, including data
processing, human resources, internal audits, loan administration and regulatory
compliance. These efforts included the ongoing centralization of operations at
our services center in Overland Park, Kansas and a company-wide conversion to
common information management and processing platforms for both loans and
deposits.

Increasing
Emphasis on Asset Management.We added private banking services
to our traditional personal banking and asset management services. The
investment assets managed for our customers grew by 6.5% last year.

Investment Portfolio.We held $752.5 million in investment securities in
our portfolio as of December 31, 2005. The composition of our investment portfolio as of
December 31, 2005 was 62.0% U.S. Government sponsored enterprise obligations, 3.5% state
and municipal securities, 22.6% mortgage-backed securities, 0.3% trading securities and
11.6% other securities which are primarily trust preferred pools and individual trust
preferred securities. The average maturity of these securities is approximately 4.2 years,
or 2.9 years excluding trust preferred securities. Held-to-maturity securities total
$380.7 million and available-for-sale securities total $369.2 million. We believe that the
amount of securities in the held-to-maturity category provides desirable insulation to our
tangible equity level in a rising interest rate environment and fits our balance sheet
needs.

We
implemented a strategy in the fourth quarter of 2004 to sell $38.5 million of
non-asset-backed Fannie Mae and other investments, which resulted in losses of
$0.5 million. We also recorded a $10.8 million impairment charge primarily
related to the write down on three high-yield investments discussed in
Legal Proceedings  Multifamily Housing Bond Settlement. There
are no remaining high-yield securities in our portfolio.

Share
Repurchases.During the first three quarters of 2005,we purchased $32 million of our common stock pursuant to stock
repurchase programs previously authorized by our Board of Directors. During the
fourth quarter of 2005 we purchased $1.9 million of our common stock under a new
program initiated in October of 2005.

Dividends. We
increased our quarterly dividend in the second quarter of 2005 from $.03 to $.05 per
share.

Earnings Drivers

Our
net earnings depend upon the combined results of operations of Gold Bank, which
conducts commercial and consumer banking business by attracting deposits from
the general public and deploying those funds in earning assets, and our non-bank
subsidiaries, each of which generates income from management fees and
commissions.

Gold
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 the 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 bank 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 branches, acquisition-related expenses and other operating
expenses. Our profitability is also affected by our effective tax rate, the
Banks provision for loan losses, and various non-recurring items.

|  
|--
|19
|  

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

Critical
Accounting Policies

Our
accounting policies are fundamental to understanding managements
discussion and analysis of results of operations and financial condition. Many
of our 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 our financial condition and results of operations, and require
managements most difficult, 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. Our most critical accounting policy relates to
the allowance for loan losses and involves significant management valuation
judgments. We perform periodic and systematic detailed reviews of the
Banks lending portfolio to assess overall collectability. The level of the
allowance for loan losses reflects our 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.

We
make various assumptions and judgments about the collectability of our loan
portfolio and provide an allowance for losses based on a number of factors. If
our assumptions are wrong, our allowance for loan losses may not be sufficient
to cover loan losses. We may have to increase or decrease the allowance in the
future. Material additions to our allowance for loan losses would have a
material adverse effect on our net earnings.

We
actively manage our past due and non-performing loans in an effort to minimize
credit losses and monitor asset quality to maintain an adequate loan loss
allowance. Although management believes our allowance for loan losses is
adequate, there can be no absolute 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 or decreases to the allowance will not be
required in the future if economic conditions should worsen or improve.

Impairment
of Goodwill Analysis. As required by the provisions of Financial
Accounting Standards Board ("FASB") Statement No. 142,  Goodwill and Other
Intangible Assets, we review goodwill for impairment at least annually or
more frequently based upon facts and circumstances related to a particular
reporting unit. Based upon our most recent analysis as of December 31, 2005, our
goodwill related to our Gold Bank subsidiary is not impaired.

The
fair values of our non-bank financial subsidiaries (Gold Capital Management and
Gold Trust Company) fluctuate 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 we may have to
record goodwill impairment charges related to the goodwill for these entities.

During
2002 and 2003, CompuNet Engineering did not earn a majority of its revenue from
providing services to financial institutions. As a result, we were required
under the BHC Act to divest of CompuNet. During the fourth quarter of 2003, we
announced our intent to dispose of CompuNet. As a result of the expected
disposition of this business, we recorded additional impairment charges of $0.8
million and $3.3 million in the third and fourth quarters of 2003, respectively,
to reduce the carrying value of the net assets (including the remaining
goodwill) to their fair value. We sold CompuNet on February 4, 2004. During the
first quarter of 2004, we recorded a loss of $0.6 million from this discontinued
operation.

Deferred
Income Taxes. FASB Statement No. 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 our financial statements
or tax returns. Fluctuations in the actual outcome of these future tax
consequences due to IRS or state agency examination or other factors could
materially impact our financial position or results of operations.

|  
|--
|20
|  

Derivatives.
We have entered into interest rate swap agreements to hedge certain
variable-rate prime-based loans. We pay a variable rate of interest on the
interest rate swaps tied to prime and receive a fixed rate of interest. The
swaps are designated as cash flow hedges. Before undertaking the hedges,
management formally documents its risk management objectives, strategy and the
relationship between the interest rate swap agreements and the hedged
variable-rate prime-based loans. At the inception of the hedges and on an
ongoing basis, management assesses whether the hedging relationship is expected
to be highly effective in offsetting interest rate risk. The formula for
computing net settlements under the swaps is the same for each net settlement,
and the re-pricing dates of the swaps match those of the variable-rate loans on
which the hedged transactions are based. The swaps are recorded in our
consolidated financial statements at their fair values. To the extent these
hedges are effective, the mark to market adjustments are recorded in Accumlated
Other Comprehensive Income. Ineffectiveness is recognized in earnings.

Results of
Operations

Overview.Our net earnings from continuing operations for the year ended December 31,
2005 totaled $48.1 million, or $1.28 per basic share and $1.26 per diluted
share. Net earnings from continuing operations for the year ended December 31,
2004 totaled $19.6 million, or $0.50 per basic and diluted share. Net earnings
from continuing operations for the year ended December 31, 2003 totaled $32.8
million, or $0.86 per basic and diluted share.

The
$28.5 million increase in net earnings from continuing operations in 2005 was
the result of increased net interest income of $6.7 million, offset by an
increase in the provision for loan losses of $3.8 million. We also had an
increase in other income of $17.2 million, which was accompanied by a decrease
in non-interest expense of $28.7 million. Income tax expense in 2005 also
increased $20.3 million.

We
experienced a $13.2 million decrease in net earnings from continuing operations
in 2004, primarily as the result of increased non-interest expenses of $18.2
million, which included $16.5 million for settlement of qui tamlitigation and prepaid offering costs that were expensed due to refinancing
of subordinated debt. In addition, in 2004 there was a net decrease in
non-interest income of $2.2 million which was comprised mainly of a change of
$13.2 million in realized losses on investment securities offset by a change of
$14.8 million in the gain on branch sales. We also had a decrease in the
provision for loan losses of $7.2 million, a decrease in net interest income of
$2.7 million and a decrease in income taxes of $2.8 million.

During
the year ended December 31, 2005, we sold five branches in Oklahoma with
aggregate deposits of $332.6 million and recorded a gain of $34.4 million on the
transaction.

During
the year ended December 31, 2004, we sold eight branches in rural Kansas
with aggregate deposits of $363.4 million and recorded a gain of $17.0 million
on the transactions. We also sold three locations in Oklahoma with aggregate
deposits of $63.0 million and recorded a gain of $3.6 million on the
transactions. We also sold our technology subsidiary, CompuNet Engineering,
Inc., in a transaction that was consummated on February 4, 2004. In
connection with our sale of CompuNet, we recorded a loss from this discontinued
operation of $0.6 million in 2004 and $3.4 million in 2003.

|  
|--
|21
|  

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 on a fully taxable
equivalent basis:

|                                      | Year Ended December 31, | 
|------------------------------------- | ----------------------- | 
|
|
|
|Assets:                               |                         | 
|Loans and loans held for sale, net(1) |                         | 
|Investment securities-taxable         |                         | 
|Investment securities-nontaxable(2)   |                         | 
|Other earning assets                  |                         | 
|                                      |                         | 
|Total earning assets                  |                         | 
|                                      |                         | 
|Noninterest-earning assets            |                         | 
|                                      |                         | 
|Total assets                          |                         | 
|Liabilities and stockholders equity: |                         | 
|Savings deposits and interest-        |                         | 
|bearing checking                      |                         | 
|Time deposits                         |                         | 
|Short-term borrowings                 |                         | 
|Long-term borrowings                  |                         | 
|                                      |                         | 
|Total interest-bearing liabilities    |                         | 
|                                      |                         | 
|Non-interest-bearing liabilities      |                         | 
|Stockholders equity                  |                         | 
|                                      |                         | 
|Total liabilities and                 |                         | 
|stockholders equity                  |                         | 
|                                      |                         | 
|Net interest income(3)                |                         | 
|                                      |                         | 
|Net interest spread                   |                         | 
|                                      |                         | 
|Net interest margin(4)                |                         | 
|                                      |                         | 

---

|(1) | Non-accruing
loans, loans held for sale and investments 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
2005, 2004, and 2003 were $(284,000), $1,807,000, and $1,534,000, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | We
include loan fees and costs in interest income. Such fees, net of costs, totaled
$1,616,000, $1,225,000, and $2,480,000, in 2005, 2004, and 2003, 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 2005, total interest income increased $32.4
million, or 15.7%, on a fully taxable equivalent basis. The $32.4 million
increase was the result of an increase in the rates of earning assets. The
increase was an 84 basis point increase in the average rate earned on earning
assets. Interest income on loans increased $40.5 million, or 24.4%. For 2005,
the average loan balance increased $188.1 million, or 6.4%, and the yield earned
on loans increased from 5.69% in 2004 to 6.65% in 2005. Interest income
on investments decreased $8.6 million, or 22.8%. For 2005, the average
investment balance (taxable and non-taxable) decreased $178.7 million, or 18.5%.
Interest income on non-taxable investments was negatively impacted by the
settlement of various bond investments that had previously been recorded as
tax-free which were transferred to taxable investments.

|  
|--
|22
|  

For
2004, total interest income decreased $5.3 million, or 2.5%, on a fully taxable
equivalent basis. The $5.3 million decrease was due to a 36 basis point decrease
in the average rate earned on earning assets partially offset by an increase in
the balance of earning assets. Interest income on loans decreased $4.4 million,
or 2.6%. For 2004, the average loan balance increased $56.1 million, or 2.0%,
and the yield earned on loans decreased from 5.95% in 2003 to 5.69% in 2004.
Interest income on investments decreased $1.1 million, or 2.9%. For 2004, the
average investment balance (taxable and non-taxable) increased $105.4 million,
or 12.3%. Interest income on taxable investments was positively impacted by the
increase in the average balance outstanding, but was negatively impacted by the
decrease in average rates earned.

Total
Interest Expense. Total interest expense was $116.0 million for
2005 compared to $88.7 million for 2004, a 30.7% increase. Interest expense on
savings and interest-bearing checking for 2005 increased $11.9 million, or
133.0%, as a result of an increase in the average rate to 2.18% in 2005 compared
to 1.06% in 2004. The increase in the rate was also accompanied by a $107.4
million increase in the average balance from 2004. Interest expense on time
deposits increased $8.9 million, or 17.7%, primarily as a result of an increase
in the average rate to 3.28% compared to 2.66% for 2004, which was partially
offset by a decrease in the average balance of such deposits of $85.5 million,
or 4.5%. Interest expense on combined short-term and long-term borrowings
increased $6.5 million, or 22.0%, primarily as a result of an increasein the
average rates paid in 2005 compared to 2004.

Total
interest expense was $88.7 million for 2004 compared to $91.7 million for 2003,
a 3.2% decrease. Interest expense on savings and interest-bearing checking for
2004 decreased $1.3 million, or 12.4%, as a result of a decrease in the average
rate to 1.06% in 2004 compared to 1.11% in 2003. The decrease was also impacted
by a $68.9 million decrease in the average balance from 2003. Interest expense
on time deposits increased $1.1 million, or 2.2%, in spite of a decrease in the
average rate to 2.66% compared to 2.90% for 2003, which was more than offset by
an increase in the average balance of such deposits of $191.8 million, or 11.3%.
Interest expense on combined short-term and long-term borrowings decreased $2.7
million, or 8.4%, primarily as a result of a decrease in the average balance of
such borrowings of $38.4 million, or 4.2%, in 2004 compared to 2003. In
addition, there was a decline in the average rate on short-term borrowings from
1.33% in 2003 to 1.11% in 2004. Average interest rates on long-term borrowings
declined as well from 3.94% in 2003 to 3.78% in 2004.

Net
Interest Income.As a result of the changes described above on a
fully taxable equivalent basis, net interest income increased $5.1 million, or
4.4%, for 2005 compared on a fully taxable equivalent basis to 2004. Net
interest income decreased $2.4 million, or 2.0%, for 2004 compared to 2003.

|  
|--
|23
|  

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.

|                                           | Year Ended December 31, | 
|------------------------------------------ | ----------------------- | 
|
|
|
|Interest Income:                           |                         | 
|Loans(1)                                   |                         | 
|Investment securities-taxable              |                         | 
|Investment securities-non-taxable          |                         | 
|Other earning assets                       |                         | 
|                                           |                         | 
|Total interest income                      |                         | 
|                                          
|Interest expense:                          |                         | 
|Savings deposits and                       |                         | 
|interest-bearing checking                  |                         | 
|Time deposits                              |                         | 
|Short-term borrowings                      |                         | 
|Long-term borrowings                       |                         | 
|                                           |                         | 
|Total interest expense                     |                         | 
|                                           |                         | 
|Increase (decrease) in net interest income |                         | 
|                                           |                         | 

---

|(1) | We include loan fees and costs in interest
income. Such fees, net of costs, totaled $1,616,000, $1,225,000,and $2,480,000 in 2005, 2004, and 2003,
respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

Provision
for Loan Losses. The provision for loan losses is a charge to
earnings recorded 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 $9.7 million for 2005 compared to $5.9 million for
2004, or a 64.8% increase. The provision for 2005 primarily reflects
allowances for several commercial loans, each under $1 million, which were
deemed to be non performing and under-secured. During 2005, gross loans,
excluding mortgage loans held for sale, increased $88.8 million or 2.9%. During
2005, $346.0 million in loans were sold with the sale of five Oklahoma branches.
Gross loan growth net of branch sales was $393.3 million or 12.7%. The majority
of the loan growth occurred in the real estate and commercial loan portfolios.

The
provision for loan losses was $5.9 million for 2004 compared to $13.1 million
for 2003, or a 54.9% decrease. These provisions were made to reflect
managements assessment of the change in the risk of certain loans and loan
categories and for growth in outstanding loans. Our non-performing loans also
decreased by $16.7 million in 2004. During 2004, gross loans, excluding mortgage
loans held for sale, increased $88.9 million or 3.0%. The majority of the loan
growth occurred in the real estate and commercial loan portfolios. This loan
growth was substantially less than in 2003 which contributed to the decline in
the provision along with the decline in non-performing loans.

|  
|--
|24
|  

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

|                                                            | Year Ended December 31, | 
|----------------------------------------------------------- | ----------------------- | 
|
|
|
|Gain on sale of branch facilities                           |                         | 
|Service fees                                                |                         | 
|Trust fees                                                  |                         | 
|Bank-owned life insurance                                   |                         | 
|Investment trading fees and commissions                     |                         | 
|Net gains on sales of mortgage loans                        |                         | 
|Other income                                                |                         | 
|Gain on sale of credit card portfolio                       |                         | 
|Unrealized gains (losses) on securities                     |                         | 
|Realized gains (losses) on securities                       |                         | 
|                                                            |                         | 
|Total non-interest income                                   |                         | 
|                                                            |                         | 
|Non-interest income as a percentage of average total assets |                         | 

Non-interest income was $56.5
million for 2005 compared to $39.3 million for 2004, a 43.8% increase. Gain on sale of branches increased from
$20.6 million in 2004 to $34.4 million in 2005, which was related to the sale of more branches in 2005 than in
2004. Service fees decreased $3.1 million primarily as a result of the sale of branches. Investment trading
fees and commissions decreased $1.1 million as a result of declining activity in the bond market. Gains on the
sales of mortgage loans decreased $0.2 million, or 10.5%, in 2005 due to increased activity in mortgage
refinancing and subsequent sales to the secondary market. Realized and unrealized losses on securities
decreased from an $11.4 million loss in 2004 to a $2.2 million loss in 2005. Trust fees increased by $0.3
million due to increased marketing of trust services and the revenues derived from the George K. Baum
acquisition. Other income decreased by $0.6 million primarily due to a decrease in the gain on sale of bank
premises and equipment.

Non-interest income was $39.3
million for 2004 compared to $41.6 million for 2003, a 5.4% decrease. Service fees declined $2.0 million due
primarily to a $2.3 million decrease in deposit account service charges partially offset by an increase in
underwriting and other fees. Investment trading fees and commissions declined by $2.2 million due to declining
activity in managed assets. Gains on the sale of mortgage loans decreased $1.3 million, or 47.3%, in 2004 due
to the decreased activity in mortgage refinancing and subsequent sales to the secondary market. Realized and
unrealized gains on securities changed from a gain of $1.9 million in 2003 to a loss of $11.4 million in 2004.
The loss in 2004 was primarily the result of a $10.8 million write-down on three high yield investments that
we determined to be impaired. We also implemented a strategy in the fourth quarter to sell certain low yield
investments, which resulted in losses of $0.5 million. The largest item of non-interest income was derived
from the sale of branch facilities, which resulted in gains of $20.6 million compared to $5.7 million in 2003.
During 2004, we also sold our credit card portfolio which resulted in a gain of $1.2 million. Trust fees
increased by $0.9 million in 2004 due to higher activity in the asset management area of the trust company.
Other income decreased by $0.4 million.

|  
|--
|25
|  

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

|                                                              | Year Ended December 31, | 
|------------------------------------------------------------- | ----------------------- | 
|
|
|
|Salaries and employee benefits                                |                         | 
|Net occupancy expense                                         |                         | 
|Depreciation expense                                          |                         | 
|Data processing                                               |                         | 
|Professional services                                         |                         | 
|Marketing and advertising                                     |                         | 
|Postage, delivery and supplies                                |                         | 
|Telephone                                                     |                         | 
|Loan and real estate owned expenses                           |                         | 
|Contribution to the Greater KC Community Foundation           |                         | 
|Travel                                                        |                         | 
|Regulatory assessments and taxes                              |                         | 
|Core deposit intangible amortization                          |                         | 
|Insurance                                                     |                         | 
|Other expenses                                                |                         | 
|Dues and subscriptions                                        |                         | 
|Directors fees and expenses                                  |                         | 
|Amortization of prepaid offering expenses                     |                         | 
|Acquisition expenses                                          |                         | 
|Expenses for the settlement of qui tam litigation, net        |                         | 
|Recoveries of previous expenses resulting from misapplication |                         | 
|of bank funds                                                 |                         | 
|                                                              |                         | 
|Total non-interest expense                                    |                         | 
|                                                              |                         | 
|Efficiency ratio                                              |                         | 
|                                                              |                         | 

Total
non-interest expense was $89.6 million for 2005 compared to $118.3 million for
2004, a 24.3% decrease. The biggest change was the result of $16.5 million in
expenses related to the settlement of the qui tam litigation in 2004 with no
expenses related to this in 2005. This decrease is also partially the result of
decreases in salaries and employee benefits of $3.3 million, offset by increases
in occupancy expenses of $0.9 million. The decrease in salaries is due to the
sale of branches and the increase in occupancy is directly due to the opening of
new branch facilities and the opening of our new service center. Data processing
expenses decreased $1.6 million due to sales of branches. Professional services
decreased from $6.4 million to $6.0 million.

Total
non-interest expense was $118.3 million for 2004 compared to $100.1 million for
2003, an 18.2% increase. Settlements and other expenses associated with the
qui tam lawsuit amounted to $16.5 million in 2004. Salaries and employee
benefits decreased $1.4 million due to branch sales. Occupancy expenses
decreased $0.3 million as a result of the sale of branch facilities.
Depreciation remained fairly constant with a slight reduction of $0.1 million.
Professional services increased from $5.7 million to $6.4 million due to an
increase of $0.5 million in legal fees and an increase of $0.4 million in
consulting fees offset by a decrease of $0.2 million in accounting fees. These
increases were attributable, among other things, to Sarbanes-Oxley compliance
and the qui tamlitigation. Amortization of prepaid offering expenses
increased $3.2 million due to the calling of our trust preferred debt issuances.
Postage, delivery and supplies declined $0.7 million primarily due to the
reduced number of branches. Acquisition expenses were incurred in 2004 related
to a proposed acquisition that was not consummated. Other expenses decreased due
to a change from miscellaneous net recoveries to net losses, swap expenses in
2003, a decline in automobile expenses and a decline in investor relations
expenses.

|  
|--
|26
|  

Income
Tax Expense. Income tax expense was $31.2 million for 2005
compared to $10.9 million for 2004, a $20.3 million, or 186.4% increase. Income
tax expense was $10.9 million for 2004 compared to $13.6 million for 2003, a
$2.8 million, or 20.2%, decrease. The effective tax rates for 2005, 2004 and
2003 were 39.3 %, 35.7% and 29.4%, respectively. The 2005 effective rate
increased from 2004 due primarily to a decline in tax-exempt securities
interest. On October 17, 2005, the Bank entered into three settlement agreements
with the IRS arising from the Banks purchase of $14.2 million in
multifamily housing revenue bonds in 2001 and 2002. The Bank made a one-time
$3.5 million cash payment in full settlement of all claims made by the IRS. The
payment is reflected as additional income tax expense in 2005. The 2003
effective tax rates differ from the expected rate of 35% due primarily to the
non-taxable income recorded from our investment in bank-owned life insurance
policies and multi-family housing revenue bonds that were recorded at the time
as tax-exempt securities.

Discontinued
Operation.During 2002 and 2003, CompuNet Engineering, Inc. did
not earn a majority of its revenue from providing services to financial
institutions. As a result, we were required under the Bank Holding Company Act
to divest our 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 $0.6 million in 2004, $3.4 million in 2003 and net
income of $0.5 million 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 estimated fair values.

Financial Condition

Lending
Activities

Commercial
Loans. Commercial loans were $976.7 million as of December 31,
2005, or 30.9% of total loans, as compared to $908.3 million as of December 31,
2004, or 29.2% of total loans. This increase of $68.5 million, or 7.5%, can be
attributed to a continued increase in market share in the Kansas City metro area
and contributions from our expansion into the Sarasota and Tampa, Florida
markets.

Real
Estate Construction. Real estate construction loans totaled
$1,058.8 million at December 31, 2005, or 33.5% of total loans, as compared to
$792.1 million at December 31, 2004, an increase of $266.7 million, or 33.7%.
This increase primarily reflects the continued 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:

| |  | Commercial.
Commercial real estate loans decreased to $909.0 million at  December 31, 2005 compared
to $1,086.2 million at December 31, 2004, a decrease  of $177.2 million, or 16.3%. This
decrease was due primarily to the sale of the  five Oklahoma branches.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 1
to 4 Family Residential. Residential real estate loans totaled $146.2  million at
December 31, 2005, compared to $186.0 million at December 31, 2004, a  decrease of $39.8
million, or 21.4%. Loans in this category consist primarily of  owner-occupied
residential loans. This decrease is due to the sale of loans held  in our portfolio and
to significant decline in refinancing activity due to the  upward trend in interest rates
in the home mortgage market.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Agricultural.
This category consists of loans secured by agricultural  real estate. Agricultural real
estate loans totaled $23.5 million at December  31, 2005, compared to $33.0 million at
December 31, 2004, a decrease of $9.5  million, or 28.8%. This decrease in loans
corresponds with a similar decrease in  agricultural loans (discussed below) as the bank
sold several of its rural bank  locations and the agricultural real estate loans that
were included in their  asset base.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 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 $7.9 million at  December 31, 2005, compared to $5.7
million at December 31, 2004, an increase of  $2.2 million, or 37.2%. This increase was
the result of the timing of the sale  of individual loans.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Agricultural
Loans. Agricultural loans are typically made to farmers, small
corporate farms, and feed and grain dealers. Agricultural loans were $13.1
million as of December 31, 2005, as compared to $62.8 million as of December 31,
2004, a decrease of $49.7 million, or 79.2%. Agricultural loans as a percent of
total loans decreased from 2.0% in 2004 to 0.4% in 2005. The decrease in
agricultural loans was due to managements decision to sell rural branches
and the agricultural loans that were included in their asset base.

|  
|--
|27
|  

As
of December 31, 2005, we had approximately $5.9 million of agricultural loans
that were guaranteed by the FSA. Approximately $3.0 million of such loans were
part of the FSAs interest assistance program, pursuant to which the FSA
pays us 400 basis points of interest payments annually. During 2005 we sold five
Oklahoma branches, which originated FSA loans. All FSA guaranteed loans were
retained in the sale and are managed from our Enid, Oklahoma Loan Production
Office ("LPO"). Currently, we do not plan to make any new FSA guaranteed
loans to borrowers that are not existing customers of Gold Bank.

During
the first quarter of 2005, we submitted approximately $0.3 million of claims to
the FSA for interest assistance payments due to Gold Bank on FSA guaranteed
loans (substantially all of which was recognized in 2004). The FSA denied our
claims on the grounds that our certifications submitted with such claims were
not in the form required by its regulations. We disputed the FSAs denial
of our claims for payments due and we have appealed its administrative decision.

For
a discussion of pending litigation related to our FSA loan program, see Item 3
Legal Proceedings.

Consumer
and Other Loans. Loans classified as consumer and other loans
include automobile and other personal loans. The majority of these are
installment loans with fixed interest rates. Consumer and other loans were $24.1
million as of December 31, 2005, compared to $31.8 million as of December 31,
2004, a decrease of $7.7 million, or 24.0%. Consumer and other loans represented
0.8% of total loans as of December 31, 2005, a decrease from 1.0% as of
December 31, 2004.

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

|                         | 2005 |  | 2004 |           | 2003 |  | 2002   |   | 2001 |          
|------------------------ | ---- |  | ---- | --------- | ---- |  | ------ | - | ---- | ---------
|
|
|
|Commercial               |      |  | $    | 976,748   |      |  | 30.92  | % | $    | 908,287  
|Real estate construction |      |  |      | 1,058,847 |      |  | 33.52  | % |      | 792,063  
|Real estate(1)           |      |  |      | 1,078,696 |      |  | 34.14  | % |      | 1,305,186
|Mortgage loans held for  |      | 
|sale                     |      |  |      | 7,851     |      |  | 0.25   | % |      | 5,724    
|Agricultural             |      |  |      | 13,078    |      |  | 0.41   | % |      | 62,774   
|Consumer and other       |      | 
|loans                    |      |  |      | 24,122    |      |  | 0.76   | % |      | 31,754   
|                         |      |  |      |           |      |  |        |   |      |          
|Total loans              |      |  |      | 3,159,342 |      |  | 100.00 | % |      | 3,105,788
|Less loans held for sale |      |  |      |           |      |  |        |   |      | 383,364  
|                         |      |  |      |           |      |  |        |   |      |          
|Total                    |      |  | $    | 3,159,342 |      |  |        |   | $    | 2,722,424
|                         |      |  |      |           |      |  |        |   |      |          

---

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

|  
|--
|28
|  

The
following table sets forth the re-pricing of our portfolio loans and the amount
of loans with predetermined interest rates and floating rates outstanding as of
December 31, 2005

|                             | 0-3Months(1) |  | 4 Monthsto 12 Months |           | Over 1 to5 Years |   | Over 5Years |  | Total |        
|---------------------------- | ------------ |  | -------------------- | --------- | ---------------- | - | ----------- |  | ----- | -------
|
|
|Commercial                   |              |  | $                    | 644,919   |                  | $ | 89,365      |  | $     | 229,054
|Real estate construction     |              |  |                      | 928,283   |                  |   | 27,628      |  |       | 102,936
|Real estate                  |              |  |                      | 358,739   |                  |   | 155,319     |  |       | 492,359
|Mortgage loans held for sale |              |  |                      | 515       |                  |   |            |  |       |       
|Agricultural loans           |              |  |                      | 9,151     |                  |   | 1,040       |  |       | 2,333  
|Consumer and other loans     |              |  |                      | 7,322     |                  |   | 5,005       |  |       | 8,969  
|                             |              |  |                      |           |                  |   |             |  |       |        
|Total Loans                  |              |  | $                    | 1,948,929 |                  | $ | 278,357     |  | $     | 835,651
|                             |              |  |                      |           |                  |   |             |  |       |        

---

|(1) | Loans
repricing in 3 months or less exclude loans held for sale.
|--- | ----------------------------------------------------------------

As
of December 31, 2005, loans re-pricing after one year include approximately $706
million in fixed rate loans and $226 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
$1.7 million, $1.5 million and $1.5 million, for the years ended December 31,
2005, 2004, and 2003, 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.

|  
|--
|29
|  

Our non-performing assets
are summarized in the following table:

|                                                              | December 31, | 
|------------------------------------------------------------- | ------------ | 
|
|
|Loans:                                                        |              | 
|Non-accrual loans                                             |              | 
|Loans past due 90 days or more and still accruing             |              | 
|                                                              |              | 
|Non-performing loans                                          |              | 
|Other assets                                                  |              | 
|Foreclosed assets held for sale                               |              | 
|                                                              |              | 
|Non-performing assets                                         |              | 
|                                                              |              | 
|Non-performing loans as a percentage of total loans           |              | 
|(excluding mortgage loans held for sale)                      |              | 
|                                                              |              | 
|Non-performing assets as a percentage of total assets         |              | 
|                                                              |              | 
|Non-performing assets as a percentage of total loans and OREO |              | 
|(excluding mortgage loans held for sale)                      |              | 
|                                                              |              | 

Non-performing
loans increased to $20.6 million as of December 31, 2005 as compared to $15.7
million at December 31, 2004. This increase reflects the inclusion of a $2.7
million non-accrual church loan and a $1.1 million residential non-accrual loan.
Both loans were repaid in full in 2006.

Allowance
for Loan Losses. 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.

We
review our loan portfolio on a monthly basis specifically analyzing loans which
are internally classified as having above-average risk. We determine the level
of allowance to be established for each type of loan based on our historical
losses, adjusted for current economic conditions. For specific high risk loans,
we analyze the collateral securing such loans to determine if adequate
collateral value is available to cover the indebtedness in the event of default
and liquidation of such collateral. If we determine that the principal amount of
the high risk loan minus the estimated liquidation value of the collateral is
less than the specific loan loss allowance assigned to such loan, then we record
an additional specific loan loss allowance 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 our allowance for loan losses.

We
actively manage our past due and non-performing loans in an effort to minimize
credit losses and monitor asset quality to maintain an adequate loan loss
allowance. Although management believes our allowance for loan losses is
adequate, 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
our 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 an inability to pay dividends, among other adverse consequences.

|  
|--
|30
|  

The
allowance for loan losses on December 31, 2005 totaled $35.3 million, or 1.12%
of outstanding loans, compared to $32.1 million, or 1.03% of outstanding loans,
at December 31, 2004. The increase in our allowance for loan losses during 2005
reflects the increase in our loan portfolio and additional allowance to support
perceived collateral coverage shortfall on non-performing loans. Our
non-performing loans as a percentage of our total loans increased from 0.51% at
December 31, 2004 to 0.66% at December 31, 2005. Charge-offs were $5.1 million,
recoveries were $1.0 million and provisions charged to expense were $9.7 million
in 2005.

The
allowance for loan losses on December 31, 2004 totaled $32.1 million, or 1.03%
of outstanding loans, compared to $34.0 million, or 1.13% of outstanding loans,
at December 31, 2003. The decrease in our allowance for loan losses during 2004
reflects the $16.7 million decrease in non-performing loans. Our non-performing
loans as a percentage of our total loans decreased from 1.07% at December 31,
2003 to 0.51% at December 31, 2004. Charge-offs were $7.0 million, recoveries
were $1.1 million and provisions charged to expense were $5.9 million in 2004.

|  
|--
|31
|  

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

|                                                  | Year Ended December 31, | 
|------------------------------------------------- | ----------------------- | 
|
|
|Total net loans outstanding at the end of the     |                         | 
|year (including loans and mortgage loans          |                         | 
|held for sale)                                    |                         | 
|                                                  |                         | 
|Average net loans outstanding during the year     |                         | 
|                                                  |                         | 
|Allowance for loan losses, beginning of the year  |                         | 
|Charge-offs:                                      |                         | 
|Commercial                                        |                         | 
|Real estate                                       |                         | 
|Commercial                                        |                         | 
|Construction                                      |                         | 
|One to four family residential                    |                         | 
|Agricultural                                      |                         | 
|                                                  |                         | 
|Total real estate                                 |                         | 
|                                                  |                         | 
|Agricultural                                      |                         | 
|Consumer and other                                |                         | 
|                                                  |                         | 
|Total charge-offs                                 |                         | 
|                                                  |                         | 
|Recoveries:                                       |                         | 
|Commercial                                        |                         | 
|Real estate                                       |                         | 
|Commercial                                        |                         | 
|Construction                                      |                         | 
|One to four family residential                    |                         | 
|Agricultural                                      |                         | 
|                                                  |                         | 
|Total real estate                                 |                         | 
|                                                  |                         | 
|Agricultural                                      |                         | 
|Consumer and other                                |                         | 
|                                                  |                         | 
|Total recoveries                                  |                         | 
|                                                  |                         | 
|Net charge-offs                                   |                         | 
|Provision charged to operations                   |                         | 
|Adjustment for sale of credit card portfolio      |                         | 
|Adjustments due to sold branches                  |                         | 
|                                                  |                         | 
|Allowance for loan losses, end of year            |                         | 
|                                                  |                         | 
|Ratios:                                           |                         | 
|Allowance as a percentage of total gross loans    |                         | 
|Net charge-offs to average loans outstanding      |                         | 
|Allowance as a percentage of non-performing loans |                         | 

|  
|--
|32
|  

The following table sets
forth the allocation of our allowance for loans losses among categories of loans
and the percentage of each loan category to total loans outstanding (including
loans held for sale) as of December 31, 2005, 2004 2003, 2002, and 2001:

|             | Dec. 31,2005Amount |  | PercentofLoans inEachCategoryto TotalLoans |        | Dec. 31,2004Amount |  | PercentofLoans inEachCategorytoTotalLoans |  | Dec. 31,2003Amount |        | PercentofLoans inEachCategorytoTotalLoans |  | Dec. 31,2002Amount |  | PercentofLoans inEachCategoryto TotalLoans |        | Dec. 31,2001Amount |  | PercentofLoans inEachCategorytoTotalLoans | 
|------------ | ------------------ |  | ------------------------------------------ | ------ | ------------------ |  | ----------------------------------------- |  | ------------------ | ------ | ----------------------------------------- |  | ------------------ |  | ------------------------------------------ | ------ | ------------------ |  | ----------------------------------------- | 
|
|
|
|Commercial   |                    |  | $                                          | 15,000 |                    |  | 30.92%                                    |  | $                  | 12,682 |                                           |  | 29.25%             |  | $                                          | 10,584 |                    |  | 29.61%                                    | 
|Real estate  |                    |  |                                            | 9,786  |                    |  | 33.52%                                    |  |                    | 5,551  |                                           |  | 25.50%             |  |                                            | 6,477  |                    |  | 21.75%                                    | 
|construction |                    | 
|Real estate  |                    |  |                                            | 8,390  |                    |  | 34.14%                                    |  |                    | 11,726 |                                           |  | 42.03%             |  |                                            | 14,578 |                    |  | 42.88%                                    | 
|Mortgage     |                    |  |                                            | 76     |                    |  | 0.25%                                     |  |                    | 35     |                                           |  | 0.18%              |  |                                            | 295    |                    |  | 0.20%                                     | 
|loans held   |                    | 
|for sale     |                    | 
|Agricultural |                    |  |                                            | 145    |                    |  | 0.41%                                     |  |                    | 1,160  |                                           |  | 2.02%              |  |                                            | 1,273  |                    |  | 3.77%                                     | 
|Consumer and |                    | 
|other        |                    |  |                                            | 1,937  |                    |  | 0.76%                                     |  |                    | 954    |                                           |  | 1.02%              |  |                                            | 810    |                    |  | 1.79%                                     | 
|             |                    |  |                                            |        |                    |  |                                           |  |                    |        |                                           |  |                    |  |                                            |        |                    |  |                                           | 
|Total        |                    |  | $                                          | 35,334 |                    |  | 100.00%                                   |  | $                  | 32,108 |                                           |  | 100.00%            |  | $                                          | 34,017 |                    |  | 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 Gold Bank serves.
Agricultural loans decreased due to the sale of our rural branches.

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. During 2004, we executed an investment
strategy whereby a total of $312.5 million of investment securities were
reclassified from available-for-sale to held-to-maturity to better reflect the
nature of the investment securities within our overall interest rate risk
management objectives.

The
portfolio is comprised of available-for-sale securities, which includes U.S.
Treasury securities, U.S. government sponsored enterprise obligations, state and
municipal obligations, Federal Reserve Bank stock, FNMA stock, and Federal Home
Loan Bank stock. The U.S. government sponsored enterprise obligations include
Federal Home Loan Mortgage Corporation (FHLMC) notes, FNMA notes and
mortgage-backed securities, Federal Home Loan Bank notes and Government National
Mortgage Association (GNMA) mortgage-backed securities. As of
December 31, 2005, the available-for-sale portfolio totaled $369.2 million,
including a net unrealized loss of $9.1 million.

The
portfolio is also comprised of held-to-maturity securities, which includes U.S.
Treasury securities, U.S. government sponsored enterprise obligations,
mortgage-backed securities, state and municipal obligations, and trust preferred
securities. As of December 31, 2005, the held-to-maturity portfolio totaled
$380.7 million and was carried at amortized cost.

The
investment portfolio decreased $163.5 million, or 17.8% during 2005. The
investment portfolio decreased $70.1 million, or 7.1%, during 2004. We
periodically examine our portfolio for any impairment in value and took a $10.8
million impairment charge primarily related to the write down on 3 high-yield
investments in 2004. There are no such remaining high-yield securities in our
portfolio.

The
composition of the investment portfolio as of December 31, 2005 was 62.0% U.S.
government sponsored enterprise obligations, 3.5% state and municipal
securities, 22.6% mortgage-backed securities, 0.3% trading securities and 11.6%
other securities. The comparable distribution for December 31, 2004 was 62.5%
U.S. government sponsored enterprise obligations, 3.6% state and municipal
securities, 24.0% mortgage-backed securities, 0.6% trading securities and 9.3%
other securities. The investment portfolio represented 18.0% and 21.2% of total
assets at December 31, 2005 and 2004, respectively.

|  
|--
|33
|  

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

|                                                 | At December 31, | 
|------------------------------------------------ | --------------- | 
|
|
|Securities held to maturity (1):                 |                 | 
|U.S. government sponsored enterprise obligations |                 | 
|Mortgage-backed securities                       |                 | 
|Other (2)                                        |                 | 
|Obligations of states and political subdivisions |                 | 
|                                                 |                 | 
|Total                                            |                 | 
|Securities available for sale (3):               |                 | 
|U.S. government sponsored enterprise obligations |                 | 
|Mortgage-backed securities                       |                 | 
|Other (4)                                        |                 | 
|Obligations of states and political subdivisions |                 | 
|                                                 |                 | 
|Total                                            |                 | 
|Securities held for trading (5)                  |                 | 
|                                                 |                 | 
|Total investment securities                      |                 | 
|                                                 |                 | 

---

|(1) | Held
to maturity securities are carried at amortized cost.
|--- | ----------------------------------------------------------

|(2) | Includes
trust  preferred securities and U.S. Treasury obligations.
|--- | -------------------------------------------------------------------

|(3) | Available-for-sale
securities are carried at fair value.
|--- | --------------------------------------------------------

|(4) | Includes
Federal Home Loan Bank stock, Federal Reserve stock, FNMA stock and  U.S. Treasury
obligations.
|--- | --------------------------------------------------------------------------------------------------------

|(5) | Trading
securities are carried at fair value.
|--- | ---------------------------------------------

The
following table sets forth a summary of maturities in the investment portfolio
at December 31, 2005:

|                | One year or less |  | Over One YearThrough 5 Years |        | Over 5 YearsThrough 10 Years |  | Over 10 years |  | Total |        
|--------------- | ---------------- |  | ---------------------------- | ------ | ---------------------------- |  | ------------- |  | ----- | -------
|
|
|U.S. government |                  | 
|sponsored       |                  | 
|enterprise      |                  | 
|obligations     |                  |  | $                            | 91,484 |                              |  | 2.33%         |  | $     | 354,248
|Obligations of  |                  | 
|states and      |                  | 
|political       |                  | 
|subdivisions    |                  |  |                              | 4,140  |                              |  | 3.19%         |  |       | 10,914 
|Mortgage-backed |                  | 
|securities      |                  |  |                              |       |                              |  |              |  |       | 3      
|Other           |                  |  |                              | 2,031  |                              |  | 7.27%         |  |       | 998    
|                |                  |  |                              |        |                              |  |               |  |       |        
|Total           |                  |  | $                            | 97,655 |                              |  | 2.47%         |  | $     | 366,163
|                |                  |  |                              |        |                              |  |               |  |       |        

The
above table does not include trading securities of $2.7 million and investments
without stated maturities of $41.9 million, which consist principally of Federal
Home Loan Bank stock.

Deposit
and Borrowing Activities. Deposits are the major source of our
funds for lending and other investment purposes. In addition to deposits, we
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. We 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.

|  
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|34
|  

Deposits
are attracted principally from within our primary market areas 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 $100,000 or more), and retirement savings
plans. We 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, 2005, we had approximately $326.2 million of deposits, compared
with $536.6 million on December 31, 2004, which were obtained through brokers.
Brokered deposits represented 10.7% of our total deposits as of December 31,
2005.

During
2005, average balances of non-interest-bearing demand deposits decreased $1.5
million, or .5%; average balances of savings and interest-bearing deposits
increased $107.4 million, or 12.7%; and average balances of time deposits
decreased $85.5 million, or 4.5%. As of December 31, 2005, the balance of total
deposits, including deposits held for sale, had increased $247.4 million
compared to December 31, 2004. This increase is due to a decrease of $106.8
million in time deposits less than $100,000, a $10.8 million increase in time
deposits greater than $100,000, a $22.2 million increase in savings and NOW
accounts, and a $29.1 million decrease in non-interest-bearing accounts. At
December 31, 2004, deposits were reduced due to $350.2 million being recorded as
deposits held for sale.

During
2004, average balances of non-interest-bearing demand deposits increased $23.5
million, or 7.7%; average balances of savings and interest-bearing deposits
decreased $68.9 million, or 7.5%; and average balances of time deposits
increased $191.8 million, or 11.3%. As of December 31, 2004, the balance of
total deposits, including deposits held for sale, had decreased $27.5 million
compared to December 31, 2003. This decrease is due to an increase of $355.0
million in time deposits less than $100,000, a $345.2 million decrease in time
deposits greater than $100,000, a $53.0 million decrease in savings and NOW
accounts and a $15.8 million increase in non-interest-bearing accounts.
Approximately $65.7 million of the decrease was the direct result of decreases
in brokered deposits, and approximately $426.4 million in deposits were disposed
of in branch sales in 2004.

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

|                | Year Ended December 31, | 
|--------------- | ----------------------- | 
|
|
|
|Non-interest-   |                         | 
|bearing         |                         | 
|demand          |                         | 
|                |                         | 
|NOW accounts    |                         | 
|Non-transaction |                         | 
|deposit         |                         | 
|accounts        |                         | 
|Time deposits   |                         | 
|                |                         | 
|Total           |                         | 
|                |                         | 

The
aggregate average balance of brokered time deposits was $416.6 million, $615.7
million and $418.6 million for the years ended December 31, 2005, 2004 and
2003, 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.

|  
|--
|35
|  

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

|                                    | December 31, | 
|----------------------------------- | ------------ | 
|
|
|
|Non-interest-bearing                |              | 
|Interest-bearing:                   |              | 
|Savings and NOW accounts            |              | 
|Time deposits less than $100,000    |              | 
|Brokered                            |              | 
|Retail                              |              | 
|Time deposits greater than $100,000 |              | 
|Brokered                            |              | 
|Retail                              |              | 
|Less deposits held for sale         |              | 
|                                    |              | 
|Total deposits                      |              | 
|                                    |              | 

The
following table  summarizes at December 31, 2005, our certificates of deposit of $100,000
or more  (excluding brokered deposits) by time remaining until maturity (dollars in
thousands).

|Maturity Period:                      |  |  |   |         | 
|------------------------------------- |  |  | - | ------- | 
|Less than three months                |  |  | $ | 50,891  | 
|Over three months through six months  |  |  |   | 52,996  | 
|Over six months through twelve months |  |  |   | 124,058 | 
|Over twelve months                    |  |  |   | 310,403 | 
|                                      |  | 
|Total                                 |  |  | $ | 538,348 | 
|                                      |  | 

Short-term
borrowings consist of federal funds purchased and securities sold under
agreements to repurchase. Balances for securities sold under agreements to
repurchase outstanding at year end 2005 were $96.4 million, a $15.8 million
decrease from $112.2 million outstanding at year end 2004. The balance at
year end 2003 was $127.8 million. Balances in these accounts, which generally
have overnight maturities, can fluctuate significantly on a day-to-day basis.
The average balance of securities sold under agreements to repurchase was
$121.1 million in 2005, $133.5 million in 2004, and $140.6 million in 2003.
The average rate paid on these borrowings was 1.70%, 1.80% and 1.34% during
2005, 2004 and 2003, respectively. Federal funds purchased and other short-term
borrowings were $52.6 million, $2.5 million and $7.3 million at year end 2005,
2004 and 2003, respectively.

Gold
Bank also borrows from the Federal Home Loan Bank (FHLB). At year-end 2005 and
2004, these advances totaled $482.6 million and $571.9 million,
respectively, of which $140.8 million and $165.6 million are due in 2006
and 2005, respectively. The weighted average interest rate on FHLB borrowings
was 4.68%, 4.44% and 4.50% as of 2005, 2004 and 2003, respectively. Long-term
debt as of December 31, 2005 also included an $80.0 million long-term
repurchase agreement and an $8.1 million note payable on our Employee Stock
Ownership Plan.

Derivative
Financial Instruments. We utilize derivative instruments as part
of our overall interest rate sensitivity management strategy to mitigate
exposure to interest rate risk.

Subordinated
Debt Securities Swaps.In 2003, we had three interest rate swap
agreements (initiated during 2002) with an aggregate notional amount of $82.5
million. The interest rate swaps were derivative financial instruments and were
designated as fair value hedges of our subordinated debt securities. Each swap
had a notional amount equal to the outstanding principal amount of the related
subordinated debt securities, together with the same payment dates, maturity
date and call provisions as the related subordinated debt 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 counterparty and
terminated on April 7, 2003. A $16.3 million notional amount swap agreement
was called by the counterparty and terminated on June 30, 2003. The third
and final swap for $37.6 million was called by the counterparty and terminated
on November 1, 2004. Under these swap agreements, no payments were due between
the parties and we recognized no gain or loss when they were called during 2003
and 2004.

|  
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|36
|  

FHLB
Debt Swaps.We entered into seven interest rate swap agreements in 2003
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. These interest rate swaps were also derivative financial
instruments and were designated as fair value hedges of the FHLB borrowings.
Each swap had a notional amount equal to the outstanding principal amount of the
related FHLB borrowings, together with the same payment dates, maturity dates
and call provisions as the related FHLB borrowings. Under each of the swaps, we
paid 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 were
obligated to pay on the related FHLB borrowings. As a result of the issuance of
FASB Statement No. 133 Issue G25- Cash Flow Hedges: Using the
First-Payments-Received Technique in Hedging the Variable Interest Payments on a
Group of Non-Benchmark-Rate-Based Loans (G25) in July 2004, we opted to
close-out these fair value hedges on November 30, 2004, for new cash flow swaps
based on pools of prime-based loans (discussed below) now permitted under G25.
As a result of the termination of these hedges, we made a cash payment of $5.4
million to our counterparty. A loss of $0.6 million due to hedging
ineffectiveness was recognized in earnings during 2004 for these derivatives.
The carrying value of the mark-to-market asset for the hedged FHLB debt was
approximately $4.9 million, which is being amortized to earnings over the life
of the related FHLB debt, using the straight-line method which is not materially
different from the effective interest method required under APB
21-Interest on Receivables and Payables.

Variable
Rate Loans Swaps.On December 1, 2004, we entered into three interest
rate swap agreements with an aggregate notional amount of $190 million for the
purpose of effectively converting variable-rate prime-based loans interest
streams into fixed-rate interest streams. Pools of prime-based loans have been
designated under the swaps, the principal amount of these pools corresponding to
the hedged transactions equal to 102% of the notional amount of the swaps. The
formula for computing net settlements under the swaps is the same for each net
settlement; that is, the fixed rate is the same throughout the term of the swap
and the variable rate is the prime rate. The re-pricing dates of the swaps match
those of the variable-rate assets on which the hedged transactions are based.
These interest rate swaps are derivative financial instruments and have been
designated as cash flow hedges of prime-based pools of loans. The first swap has
a notional value of $60 million and effectively fixes our interest rate at
6.841% plus the credit spread over Prime, if any, with a maturity date of
December 2009. The second swap has a notional value of $60 million and
effectively fixes our interest rate at 7.0% plus the credit spread over Prime,
if any, with a maturity date of December 2010. The third swap has a notional
value of $70 million and effectively fixes our interest rate at 7.14% plus the
credit spread over Prime, if any, with a maturity date of December 2011.

Cash
Flows from Swaps.During the year ended December 31, 2005, we received
net cash flows of $1.6 million under three prime-based loan pools related cash
value swaps, which was recorded as interest income on loans. During the year
ended December 31, 2005, no losses were recognized in earnings on these cash
flow hedges due to hedging ineffectiveness. Approximately $4.0 million of
mark-to-market revaluation was recognized in the Other Comprehensive Loss
segment of Stockholders Equity, with approximately $2.2 million recognized
as a deferred tax liability, and the carrying value of the mark-to-market asset
for the swaps is reported in Accrued Interest and Other Assets in the
Consolidated Balance Sheets.

During
the year ended December 31, 2004, we received net cash flows of $1.5
million under the trust preferred securities related fair value swaps and $3.5
million on the FHLB debt related fair value swaps for a total of $5.0 million,
which was recorded as a reduction of interest expense on borrowings. During the
year ended December 31, 2004, we received net cash flows of $0.3 million on
the seven prime-based loan pools related cash value swaps, which was recorded in
interest income on loans. During the year ended December 31, 2004, no
losses were recognized in earnings on the cash flow hedges due to hedging
ineffectiveness. Approximately $0.7 million of mark-to-market revaluation was
recognized in the Other Comprehensive Income segment of Stockholders
Equity, with approximately $0.3 million recognized as a deferred tax liability,
and the carrying value of the mark-to-market asset for the swaps is reported in
Accrued interest and other assets in the Consolidated Balance Sheets.

|  
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|37
|  

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

|                    | December 31 | 
|------------------- | ----------- | 
|
|
|
|
|Interest rate swaps |             | 

The
notional amounts of derivative financial instruments do not represent amounts
exchanged by the parties and, therefore, are not a measure of our credit
exposure through our use of these instruments. The credit exposure represents
the accounting loss we 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.

Capital and
Liquidity

Sources
of Liquidity. Liquidity defines our ability, and the ability of
Gold Bank, 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. Our immediate liquidity
needs are met primarily by Federal Funds sold, short-term investments, deposits
and the generally predictable cash flow (primarily repayments) from our assets.
Intermediate term liquidity is provided by our investment portfolios. We also
have established credit facilities with several Federal Home Loan Banks, under
which we 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 subsidiaries.

Cash
provided by operating activities for 2005 was $47.4 million, consisting
primarily of net earnings adjusted for non-cash items, loan loss provision,
losses on securities sales and gains on branch sales, and decrease in accrued
interest and other assets, an increase in bank-owned life insurance, and an
increase in accrued interest and other liabilities. Cash used in investing
activities was $207.2 million, consisting primarily of increased loans of $442.0
million, cash received of $75.3 million from branch sales, a net decrease of
assets held for sale of $37.2 million, a net decrease of held-to-maturity
securities of $30.1 million, and a decrease in available for sale securities of
$118.9 million. Net activity in financing consisted of an increase in deposits
of $247.4 million, a decrease in securities sold under agreements to repurchase
of $38.0 million and net principal payments on issuances of long-term debt of
$91.7 million, which resulted in net cash provided of $127.7 million.

The
principal source of funds at the holding company level is dividends from Gold
Bank. The payment of dividends is subject to restrictions imposed by federal and
state banking laws and regulations. At December 31, 2005, Gold Bank could pay
$34.7 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.

J.P.
Morgan Chase Bank, N.A. Line of Credit. On October 1, 2004, we entered into a new
line of credit with  J.P. Morgan Chase Bank, NA (J.P. Morgan Chase Credit Line)
that allows us to borrow up to $25 million.  The J.P.  Morgan Chase Credit Line matured
on October 1, 2005 and was renewed for an additional year on that date.  Interest
accrues on advances under the J.P. Morgan Chase Credit Line, at our option, at a rate
equal to either LIBOR plus  1.25% per annum or J.P. Morgan Chases prime rate.  We
may draw on the J.P. Morgan Chase Credit Line from time to  time to fund various
corporate matters.  As of December 31, 2005, we had no outstanding balance on the J.P.
Morgan  Chase Credit Line.

J.
P. Morgan Chase Bank, N.A. ESOP Loan Agreement. Under a Loan
Agreement, dated as of October 1, 2004 (ESOP Loan Agreement),
between our ESOP and J.P. Morgan Chase Bank, NA, our ESOP may borrow up to $10.1
million. Loans under the ESOP Loan Agreement bear interest, at the ESOPs
option, at either J.P. Morgan Chases Prime Base Rate or LIBOR plus 1.70%.
As of December 31, 2005, our ESOP had approximately $8.1 million
outstanding under the ESOP Loan Agreement, which it borrowed to pay off a prior
ESOP loan. We have guaranteed the ESOPs obligations under the ESOP Loan
Agreement. We do not anticipate that the ESOP will borrow any further amounts
under the ESOP Loan Agreement.

|  
|--
|38
|  

Federal
Home Loan Banks of Des Moines, Topeka and Atlanta. As of
December 31, 2005, we had $10.0 million outstanding under our credit
agreement with the Federal Home Loan Bank of Des Moines (FHLB-Des
Moines), $402.6 million of advances outstanding under our credit agreement
with the Federal Home Loan Bank of Topeka (FHLB-Topeka), and $70.0
million of advances outstanding under our credit agreement with the Federal Home
Loan Bank of Atlanta (FHLB-Atlanta).

Capital. We
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, we have increased
core capital through retention of earnings or capital infusions. The primary source of funds available to us
is dividends by our subsidiaries, in particular Gold Bank. The Banks ability to pay dividends is subject
to regulatory requirements. At December 31, 2005, the Bank could pay dividends of $34.7 million to the
corporation. To be well-capitalized a companys total risk-based capital ratio, tier 1
risk-based capital ratio and tier 1 leverage ratio must 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, 2005
were 11.15%, 9.53% and 8.44%, respectively. These same ratios at December 31, 2004 were 11.08%, 9.32% and
7.75%, respectively.

BOLI
Policies. Gold Bank has purchased bank-owned life insurance
(BOLI) policies with death benefits payable to the Bank 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 banks 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 Gold Bank BOLI
investments comply with federal guidelines. As of December 31, 2005, Gold
Bank had $86.7 million of BOLI (equal to 22.8% of its capital and surplus)
compared to $83.0 million (22.4% of its capital and surplus) as of December 31,
2004, an increase of $3.7 million or 4.5%.

We
monitor the financial condition and credit rating of each of the three life
insurance companies that issued the BOLI policies. We believe that these BOLI
investments will not have any significant impact on the capital or liquidity of
Gold Bank.

Subordinated
Debt Securities.We formed three statutory trusts during 2004 to
issue a total of $84.0 million in trust preferred securities. The three
offerings were pooled private placements exempt from registration under the
Securities Act pursuant to Section 4(2) thereunder. We own 100% of the common
securities of all three trusts. The trusts were formed with the sole purpose of
issuing the trust preferred securities and investing the proceeds from the sale
of such trust preferred securities in subordinated debentures issued by us. The
debentures held by the trusts are the sole assets of the trusts. We have
provided a full, irrevocable, and unconditional subordinated guarantee of the
obligations of the three trusts under the preferred securities.

We
formed Gold Banc Trust III on March 11, 2004. Effective March 15, 2004, Gold
Banc Trust III issued $16.0 million of trust preferred securities to
institutional investors. Gold Banc Trust III used the proceeds from the issuance
of the trust preferred securities, as well as our $495,000 capital investment in
the trust, to purchase $16,495,000 of junior subordinated debt securities issued
by us. The debentures mature on April 23, 2034, and may be redeemed, at our
option, after April 23, 2009. The interest rate of the debentures is fixed at
5.80% for a five-year period through April 23, 2009. Thereafter, interest
accrues at a floating rate equal to LIBOR plus 2.75%, adjustable quarterly.
Interest is payable quarterly. The trust preferred securities carry an interest
rate identical to that of the related debenture.

We
formed Gold Banc Trust IV on March 12, 2004. Effective March 15, 2004, Gold Banc
Trust IV issued $30.0 million of trust preferred securities to institutional
investors. Gold Banc Trust IV used the proceeds from the issuance of the trust
preferred securities, as well as our $928,000 capital investment in the trust,
to purchase $30,928,000 of floating rate junior subordinated debt securities
issued by us. The debentures mature on April 7, 2034, and may be redeemed, at
our option, after April 7, 2009. The interest rate of the debentures is a
floating rate equal to LIBOR plus 2.75%, adjustable quarterly. Interest is
payable quarterly. The trust preferred securities carry an interest rate
identical to that of the related debenture.

|  
|--
|39
|  

On
April 22, 2004, we used the proceeds of Gold Banc Trust IIIs and Gold Banc
Trust IVs issuance of trust preferred securities to redeem (i) $16,249,420
in principal amount of the 8.50% Preferred Securities issued by Gold Banc
Capital Trust, formerly ABI Capital Trust and (ii) $28,750,000 in principal
amount of the 8.75% Preferred Securities issued by GBCI Capital Trust.

We
formed Gold Banc Capital Trust V on November 8, 2004. Effective November 10,
2004, Gold Banc Capital Trust V issued $38.0 million of trust preferred
securities to institutional investors. Gold Banc Capital Trust V used the
proceeds from the issuance of the trust preferred securities, as well as our
$1,176,000 capital investment in the trust, to purchase $39,176,000 of junior
subordinated deferrable interest debentures issued by us. The debentures mature
on December 15, 2034, and may be redeemed, at our option, after December 15,
2009. The interest rate of the debentures is fixed at 6.00% for a five-year
period through December 15, 2009. Thereafter, interest accrues at a floating
rate equal to LIBOR plus 2.10%. Interest is payable quarterly. The trust
preferred securities carry an interest rate identical to that of the related
debenture. On November 15, 2004, we used the proceeds of Gold Banc Capital Trust
Vs issuance of trust preferred securities to redeem $37,550,000 in
principal amount of the 9.12% Preferred Securities issued by GBCI Capital Trust
II.

We have
adopted the provisions of FASB Interpretation No. 46R, Consolidation of Variable
Interest  Entities. FASB Interpretation No. 46R requires, among other things, that
such trusts be deconsolidated.  As a  result, we do not consolidate the trusts in our
consolidated financial statements.

Total
expenses associated with the issuance of the trust preferred securities during
2004 were $0.4 million which are being amortized on a straight-line basis over
the life of the related obligations. During 2004, $3.3 million of prepaid
offering costs were written off related to the retirement of GBCI Capital Trust,
GBCI Capital Trust II and Gold Banc Capital Trust. Amortization of issuance
expenses during the years ended December 31, 2005, 2004 and 2003, included in
interest expense, aggregated $0.2 million, $0.1 million and $0.1 million,
respectively.

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 our consolidated balance sheet. The
most significant of these are unfunded loan commitments totaling approximately
$1,218.8 million and standby letters of credit, totaling approximately $112.0
million at December 31, 2005. We have 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 expire 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 (excluding interest) of the
Company at December 31, 2005 and the expected timing of these payments follows:

|(In thousands)              | In One Yearor Less |  | After One Yearthrough ThreeYears |           | After ThreeYears throughFive Years |   | AfterFive |  | Total |        
|--------------------------- | ------------------ |  | -------------------------------- | --------- | ---------------------------------- | - | --------- |  | ----- | -------
|
|Long-term debt obligations  |                    |  | $                                | 140,818   |                                    | $ | 70,233    |  | $     | 115,252
|Operating lease obligations |                    |  |                                  | 3,294     |                                    |   | 5,180     |  |       | 4,520  
|Purchase obligations        |                    |  |                                  | 2,936     |                                    |   | 2,585     |  |       | 1,133  
|Time Open and C.D.s        |                    |  |                                  | 960,158   |                                    |   | 691,674   |  |       | 141,411
|
|Total                       |                    |  | $                                | 1,107,206 |                                    | $ | 769,672   |  | $     | 262,316
|

Impact of
Inflation and Changes in 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.

|  
|--
|40
|  

Impact of Recently
Issued Accounting Standards

On
December 16, 2004, The FASB published FASB Statement No. 123 (revised 2004),
Share-Based Payment (FASB 123R), requiring that the compensation
cost relating to share-based payment transactions be recognized in financial
statements as an expense. The Company will implement this new standard in 2006.
It is not expected to have a significant impact.

On
June 29, 2005, the Financial Accounting Standards Board (FASB) voted
to abandon much of Emerging Issues Task Force (EITF) Issue No. 03-01
titled The Meaning of Other-Than-Temporary Impairment and Its Application
to Certain Investments. At that time, FASB agreed to reinstate Financial
Accounting Standard (FAS) 115 until a revised version of FAS 115 could be
issued. The revised version, FAS 115-1 and FAS 124-1, was issued on November 3,
2005 with an effective date of December 15, 2005. The new FASB Staff Position
(FSP), like EITF No. 03-01, addresses the determination as to when an investment
is considered impaired, whether that impairment is other than temporary, and the
measurement of an impairment loss. The FSP nullifies certain requirements of
EITF No. 03-1, such as the various requirements in paragraphs 10-18 of Issue
03-1, but it carries forward the requirements of paragraphs 8 and 9 of Issue
03-1 with respect to cost-method investments (which are equity securities not
accounted for by the equity method) and it carries forward the disclosure
requirements in paragraphs 21 and 22 of Issue 03-1. The FSP applies to
investments in debt and equity securities within the scope of Statements 115 and
124 and to all equity securities held by insurance companies.

Some of the
major changes or clarifications in FAS 115-1 (as compared to FAS 115) include:

| |  | Impairment
must be assessed at the individual security level,
| | - | -------------------------------------------------------------

| |  | Generally,
impaired securities must be written-down to fair value,
| | - | ------------------------------------------------------------------

| |  | An
other-than-temporary impairment ("OTTI") must be recognized before the actual
sale of an  underwater security if the intent regarding that security changes.  (If it is
a security  that the investor clearly has the ability and the intent to hold until
recovery, the  impairment is temporary so the loss does not have to be recognized),
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | An
OTTI does not necessarily mean a permanent impairment, and
| | - | -------------------------------------------------------------

| |  | Additional
information must be disclosed in the annual financial statements of the Company.
| | - | -------------------------------------------------------------------------------------------

The FSP was not
intended to change any already existing accounting principle. Instead, it is an aggregate of various
sources of guidance on the temporary impairment issue, such as FAS 115, Accounting for Certain
Investments in Debt and Equity Securities, EITF Issue No. D-44, The Meaning of
Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair
Value, SAB Topic 5.M, Other Than Temporary Impairment of Certain Investments on Debt and
Equity Securities (previously SAB 59), and most of EITF Issue No. 03-1.

The
adoption of the new FSP 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 report contains
certain forward-looking statements with respect to our financial condition,
results of operations, plans, objectives, future financial performance and
business, including, without limitation:

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

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

|  
|--
|41
|  

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:

| |  | our
stockholders will be subject to all of the risks involved  in owning common  stock in M&I
if the Merger is consummated;
| | - | ---------------------------------------------------------------------------------------------------------------------------

| |  | we
have experienced staff losses due to the Merger  announcement that could  adversely
affect our business if the Merger is not consummated;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------

| |  | any
failure or delay in closing the Merger could adversely  affect our business;
| | - | --------------------------------------------------------------------------------

| |  | the
transition to new management as a result of the Merger  may adversely affect our
business;
| | - | ----------------------------------------------------------------------------------------------

| |  | there
can be no assurance that new managements  strategies after the Merger  will be
successful;
| | - | -------------------------------------------------------------------------------------------------

| |  | changes
in interest margins on loans could affect our  profitability;
| | - | ---------------------------------------------------------------------

| |  | changes
in the allowance for loan losses could affect our  profitability;
| | - | -------------------------------------------------------------------------

| |  | changes
in the interest rate environment could increase our  expenses or decrease  our income;
| | - | ----------------------------------------------------------------------------------------------

| |  | we
are subject to competitive pressures from other financial  services companies;
| | - | ---------------------------------------------------------------------------------

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

| |  | legislative
or regulatory changes may adversely affect our  business;
| | - | ---------------------------------------------------------------------

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

| |  | hedging
activities may be less effective than anticipated;
| | - | ----------------------------------------------------------

| |  | changes
in securities markets may adversely affect our  investments.
| | - | --------------------------------------------------------------------

These
risks and other risks are described in Item 1A of this report.

|  
|--
|42
|  

|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 re-pricing of interest rate sensitive interest-earning assets and
interest-bearing liabilities. An interest rate sensitive balance sheet item is
one that is able to re-price quickly through maturity or otherwise. Controlling
the maturity or re-pricing 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 re-pricing 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 use an asset/liability modeling service
to analyze the Banks current gap position. The system simulates our
Banks asset and liability base rate scenario 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. We utilize
interest rate swap agreements to assist in the management of interest rate
sensitivity, as described in Item 7, Managements Discussion and
Analysis of Financial Condition and Results of Operations. The use of such
derivative financial instruments is intended to reduce our interest rate
exposure.

The following table
indicates that, at December 31, 2005, if there had been a sudden and sustained
increase in prevailing market interest rates, our 2006 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 |        
|------------------------ |  | ------------------ | - | ------- |  | ------------- | -------
|
|
|200 basis point rise     |  |                    | $ | 142,413 |  | $             | 8,588  
|100 basis point rise     |  |                    |   | 138,862 |  |               | 5,037  
|Base rate scenario       |  |                    |   | 133,825 |  |               |       
|100 basis point decline  |  |                    |   | 126,668 |  |               | (7,157 
|200 basis point decline  |  |                    |   | 118,515 |  |               | (15,310

|  
|--
|43
|  

The
following table sets forth the maturities of our interest-earning assets and
interest-bearing liabilities outstanding at December 31, 2005.

|                                                   | Interest Rate Sensitivity | 
|-------------------------------------------------- | ------------------------- | 
|
|
|Rate-Sensitive Assets:                             |                           | 
|Loans                                              |                           | 
|Investment securities                              |                           | 
|Other interest-bearing assets                      |                           | 
|                                                   |                           | 
|Total rate-sensitive assets                        |                           | 
|                                                   |                           | 
|Rate-Sensitive Liabilities:                        |                           | 
|Savings deposits and interest-bearing checking     |                           | 
|Time deposits                                      |                           | 
|Short-term borrowings                              |                           | 
|Long-term borrowings                               |                           | 
|                                                   |                           | 
|Total rate-sensitive liabilities                   |                           | 
|                                                   |                           | 
|Interest Rate Derivatives                          |                           | 
|                                                   |                           | 
|Net gap                                            |                           | 
|                                                   |                           | 
|Cumulative gap                                     |                           | 
|                                                   |                           | 
|Cumulative ratio of interest-earning assets to     |                           | 
|interest-bearing liabilities                       |                           | 
|                                                   |                           | 
|Ratio of cumulative gap to interest-earning assets |                           | 
|                                                   |                           | 

The
cumulative gap value shown above indicates that a small rise or fall in interest
rates would not have a material effect on net interest income. Our ability to
re-price 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.

|  
|--
|44
|  

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

Report of
Independent Registered Public Accounting Firm

The Board of Directors and
ShareholdersGold Banc Corporation, Inc.:

We have audited the
accompanying consolidated balance sheets of Gold Banc Corporation, Inc. and
subsidiaries (the Company) as of December 31, 2005 and 2004, and the related consolidated
statements of operations, stockholders equity and comprehensive income
(loss), and cash flows for each of the years in the three-year period ended
December 31, 2005. 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 the standards of the Public Company Accounting Oversight
Board (United States). 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 above present fairly, in all
material respects, the financial position of Gold Banc Corporation, Inc. and
subsidiaries as of December 31, 2005 and 2004, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2005 in conformity with U.S. generally accepted accounting
principles.

We also have audited, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the effectiveness of Gold Banc Corporation, Inc.s
internal control over financial reporting as of December 31, 2005, based on
criteria established in Internal ControlIntegrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),
and our report dated March 13, 2006 expressed an unqualified opinion on
managements assessment of, and the effective operation of, internal
control over financial reporting.

/s/ KPMG LLP

Kansas City, MissouriMarch 13,
2006

|  
|--
|45
|  

GOLD BANC
CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED
BALANCE SHEETSDecember 31, 2005 and 2004(Dollars in thousands)

|                                                          | 2005 |  | 2004 |          
|--------------------------------------------------------- | ---- |  | ---- | ---------
|ASSETS                                                    |      |  |      |          
|Cash and due from banks                                   |      |  | $    | 75,413   
|Federal funds sold and interest-bearing deposits          |      |  |      | 798      
|                                                          |      |  |      |          
|Total cash and cash equivalents                           |      |  |      | 76,211   
|                                                          |      |  |      |          
|Investment securities:                                    |      | 
|Available-for-sale, at fair value                         |      |  |      | 369,158  
|Held-to-maturity (fair value of $374,157 and $411,232     |      | 
|as of December 31, 2005 and 2004, respectively)           |      |  |      | 380,707  
|Trading, at fair value                                    |      |  |      | 2,683    
|                                                          |      |  |      |          
|Total investment securities                               |      |  |      | 752,548  
|                                                          |      |  |      |          
|Loans                                                     |      |  |      | 3,151,491
|Allowance for loan losses                                 |      |  |      | (35,334  
|                                                          |      |  |      |          
|Loans, net                                                |      |  |      | 3,116,157
|                                                          |      |  |      |          
|Mortgage loans held for sale, net                         |      |  |      | 7,851    
|Premises and equipment, net                               |      |  |      | 53,835   
|Goodwill                                                  |      |  |      | 29,252   
|Other intangible assets, net                              |      |  |      | 4,585    
|Accrued interest and other assets                         |      |  |      | 51,999   
|Cash surrender value of bank-owned life insurance, net of |      | 
|surrender charges                                         |      |  |      | 86,706   
|Assets held for sale                                      |      |  |      |         
|                                                          |      |  |      |          
|Total assets                                              |      |  | $    | 4,179,144
|                                                          |      |  |      |          

See accompanying notes to consolidated
financial statements.

|  
|--
|46
|  

|                                                             | 2005 |  | 2004 |          
|------------------------------------------------------------ | ---- |  | ---- | ---------
|LIABILITIES AND STOCKHOLDERS' EQUITY                         |      |  |      |          
|Liabilities:                                                 |      | 
|Deposits                                                     |      |  | $    | 3,034,131
|Securities sold under agreements to repurchase               |      |  |      | 96,354   
|Federal funds purchased and other short-term borrowings      |      |  |      | 52,557   
|Subordinated debt                                            |      |  |      | 116,599  
|Long-term borrowings                                         |      |  |      | 570,675  
|Accrued interest and other liabilities                       |      |  |      | 31,383   
|Liabilities held for sale                                    |      |  |      |         
|                                                             |      |  |      |          
|Total liabilities                                            |      |  |      | 3,901,699
|                                                             |      |  |      |          
|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 45,261,396 and 45,011,227 shares issued at               |      | 
|December 31, 2005 and 2004, respectively                     |      |  |      | 45,261   
|Additional paid-in capital                                   |      |  |      | 133,842  
|Retained earnings                                            |      |  |      | 187,479  
|Accumulated other comprehensive loss, net                    |      |  |      | (11,007  
|Unearned compensation                                        |      |  |      | (9,952   
|                                                             |      |  |      |          
|                                                             |      |  |      | 345,623  
|Less treasury stock (7,187,914 and 4,824,575 shares at       |      | 
|December 31, 2005 and 2004, respectively)                    |      |  |      | (68,178  
|                                                             |      |  |      |          
|Total stockholders' equity                                   |      |  |      | 277,445  
|                                                             |      |  |      |          
|Commitments and contingent liabilities                       |      |  |      |         
|
|Total liabilities and stockholders' equity                   |      |  | $    | 4,179,144
|                                                             |      |  |      |          

See accompanying notes to consolidated
financial statements.

|  
|--
|47
|  

GOLD BANC
CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2005, 2004, and 2003(Dollars in thousands)

|                                                                   | 2005 |  | 2004 |         | 2003 |  
|------------------------------------------------------------------ | ---- |  | ---- | ------- | ---- | -
|Interest income:                                                   |      |  |      |         |      |  
|Loans, including fees                                              |      |  | $    | 206,571 |      | $
|Investment securities                                              |      |  |      | 28,778  |      |  
|Other                                                              |      |  |      | 2,727   |      |  
|                                                                   |      |  |      |         |      |  
|Total interest income                                              |      |  |      | 238,076 |      |  
|                                                                   |      |  |      |         |      |  
|Interest expense:                                                  |      | 
|Deposits                                                           |      |  |      | 79,777  |      |  
|Borrowings and other                                               |      |  |      | 36,243  |      |  
|                                                                   |      |  |      |         |      |  
|Total interest expense                                             |      |  |      | 116,020 |      |  
|                                                                   |      |  |      |         |      |  
|Net interest income                                                |      |  |      | 122,056 |      |  
|Provision for loan losses                                          |      |  |      | 9,713   |      |  
|                                                                   |      |  |      |         |      |  
|Net interest income after provision for loan losses                |      |  |      | 112,343 |      |  
|                                                                   |      |  |      |         |      |  
|Other income:                                                      |      | 
|Service fees                                                       |      |  |      | 12,475  |      |  
|Investment trading fees and commissions                            |      |  |      | 1,719   |      |  
|Net gains on sales of mortgage loans                               |      |  |      | 1,295   |      |  
|Unrealized gains (losses) on trading securities                    |      |  |      | (239    | )    |  
|Realized gains (losses) on securities                              |      |  |      | (1,986  | )    |  
|Gain on sales of branch facilities                                 |      |  |      | 34,420  |      |  
|Gain on sale of credit card portfolio                              |      |  |      |        |      |  
|Bank-owned life insurance                                          |      |  |      | 3,796   |      |  
|Trust fees                                                         |      |  |      | 4,564   |      |  
|Other                                                              |      |  |      | 488     |      |  
|                                                                   |      |  |      |         |      |  
|Total other income                                                 |      |  |      | 56,532  |      |  
|                                                                   |      |  |      |         |      |  
|Other expense:                                                     |      | 
|Salaries and employee benefits                                     |      |  |      | 47,411  |      |  
|Expenses for the settlement of qui tam litigation                  |      |  |      |        |      |  
|Data processing                                                    |      |  |      | 6,503   |      |  
|Net occupancy expense                                              |      |  |      | 8,222   |      |  
|Depreciation expense                                               |      |  |      | 6,974   |      |  
|Professional services                                              |      |  |      | 6,023   |      |  
|Amortization of prepaid offering expenses                          |      |  |      | 203     |      |  
|Recoveries of expenses resulting from misapplication of bank funds |      |  |      |        |      |  
|Other expenses                                                     |      |  |      | 14,219  |      |  
|                                                                   |      |  |      |         |      |  
|Total other expense                                                |      |  |      | 89,555  |      |  
|                                                                   |      |  |      |         |      |  

See accompanying notes to consolidated
financial statements.

|  
|--
|48
|  

|Net earnings from continuing operations before income taxes |  |  |   | 79,320 |  |   | 30,524 |   |   | 46,446 |  
|----------------------------------------------------------- |  |  | - | ------ |  | - | ------ | - | - | ------ | -
|Income tax expense                                          |  |  |   | 31,181 |  |   | 10,886 |   |   | 13,644 |  
|                                                            |  |  |   |        |  |  
|Net earnings from continuing operations                     |  |  |   | 48,139 |  |   | 19,638 |   |   | 32,802 |  
|                                                            |  |  |   |        |  |  
|Net loss from discontinued operation, net of tax            |  |  |   |       |  |   | (551   | ) |   | (3,392 | )
|                                                            |  |  |   |        |  |  
|Net earnings                                                |  |  | $ | 48,139 |  | $ | 19,087 |   | $ | 29,410 |  
|                                                            |  |  |   |        |  |  
|Net earnings from continuing operations per sharebasic     |  |  |   | 1.28   |  |   | 0.50   |   |   | 0.86   |  
|Net loss from discontinued operation per sharebasic        |  |  |   |       |  |   | (0.01  | ) |   | (0.09  | )
|                                                            |  |  |   |        |  |  
|Net earnings per sharebasic                                |  |  | $ | 1.28   |  | $ | 0.49   |   | $ | 0.77   |  
|                                                            |  |  |   |        |  |  
|Net earnings from continuing operations per sharediluted   |  |  |   | 1.26   |  |   | 0.50   |   |   | 0.86   |  
|Net loss from discontinued operation per sharediluted      |  |  |   |       |  |   | (0.01  | ) |   | (0.09  | )
|                                                            |  |  |   |        |  |  
|Net earnings per share  diluted                            |  |  | $ | 1.26   |  | $ | 0.49   |   | $ | 0.77   |  
|                                                            |  |  |   |        |  |  

See accompanying notes to consolidated
financial statements.

|  
|--
|49
|  

GOLD BANC
CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)Years ended December
31, 2005, 2004, and 2003(Dollars in thousands)

|                                            | Preferredstock |  | CommonStock |   | Additionalpaid-incapital |  | Retainedearnings |   | AccumulatedOtherComprehensiveIncome (loss) |         | Unearnedcompensation |  | Treasurystock |   | Total |        
|------------------------------------------- | -------------- |  | ----------- | - | ------------------------ |  | ---------------- | - | ------------------------------------------ | ------- | -------------------- |  | ------------- | - | ----- | -------
|                                            |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Balance at December 31, 2002                |                |  | $           |  |                          |  | 44,188           |   |                                            | 118,257 |                      |  | 107,392       |   |       | 3,489  
|Net earnings for 2003                       |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 29,410        |   |       |       
|Change in unrealized loss on                |                | 
|available-for-sale securities               |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | (6,301 
|                                            |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Total comprehensive income for 2003         |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 29,410        |   |       | (6,301 
|Exercise of 270,433 stock options           |                |  |             |  |                          |  | 271              |   |                                            | 1,812   |                      |  |              |   |       |       
|Restricted Stock Awards                     |                |  |             |  |                          |  | 108              |   |                                            | 1,525   |                      |  |              |   |       |       
|Allocation of 284,005 shares held by        |                | 
|Employee Stock Ownership Plan               |                |  |             |  |                          |  |                 |   |                                            | 850     |                      |  |              |   |       |       
|Acquisition of 583,065 shares of treasury   |                | 
|stock                                       |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       |       
|Sale of 530,000 shares of treasury stock    |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       |       
|Increase in unearned compensation           |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       |       
|Dividends paid ($0.12 per common share)     |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | (4,720        | ) |       |       
|                                            |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Balance at December 31, 2003                |                |  | $           |  |                          |  | 44,567           |   |                                            | 122,444 |                      |  | 132,082       |   |       | (2,812 
|Net earnings for 2004                       |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 19,087        |   |       |       
|Amortization of unrealized loss on          |                | 
|investment securities transferred from      |                | 
|available-for-sale to held-to-maturity      |                | 
|portfolio                                   |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | 283    
|Unrealized gain on derivative financial     |                | 
|instruments                                 |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | 647    
|Change in unrealized loss on                |                | 
|available-for-sale securities               |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | (4,125 
|                                            |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Total comprehensive income for 2004         |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 19,087        |   |       | (3,195 
|Exercise of 309,410 stock options           |                |  |             |  |                          |  | 309              |   |                                            | 2,408   |                      |  |              |   |       |       
|Tax benefit of exercise stock options       |                |  |             |  |                          |  |                 |   |                                            | 996     |                      |  |              |   |       |       
|Allocation of 253,182 shares held by        |                | 
|Employee Stock Ownership Plan               |                |  |             |  |                          |  |                 |   |                                            | 1,945   |                      |  |              |   |       |       
|Recognition of stock based employee         |                | 
|compensation                                |                |  |             |  |                          |  | 135              |   |                                            | 1,588   |                      |  |              |   |       |       
|Dividends paid ($0.12 per common share)     |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | (4,809        | ) |       |       
|                                            |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Balance at December 31, 2004                |                |  | $           |  |                          |  | 45,011           |   |                                            | 129,381 |                      |  | 146,360       |   |       | (6,007 
|                                            |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Net earnings for 2005                       |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 48,139        |   |       |       
|Amortization of unrealized loss on          |                | 
|investment securities transferred from      |                | 
|available-for-sale to held-to-maturity      |                | 
|portfolio                                   |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | 543    
|Unrealized loss on derivative financial     |                | 
|instruments                                 |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | (4,003 
|Change in unrealized loss on                |                | 
|available-for-sale securities               |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | (1,540 
|                                            |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Total comprehensive income for 2005         |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 48,139        |   |       | (5,000 
|Exercise of 96,269 stock options            |                |  |             |  |                          |  | 96               |   |                                            | 618     |                      |  |              |   |       |       
|Tax benefit of exercise of stock options    |                |  |             |  |                          |  |                 |   |                                            | 116     |                      |  |              |   |       |       
|Allocation of 220,000 shares held by        |                | 
|Employee Stock Ownership Plan               |                |  |             |  |                          |  |                 |   |                                            | 1,556   |                      |  |              |   |       |       
|Acquisition of 2,363,339 shares of treasury |                | 
|stock                                       |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       |       
|Restricted stock awards                     |                |  |             |  |                          |  | 188              |   |                                            | 2,476   |                      |  |              |   |       |       
|Recognition of stock based employee         |                | 
|compensation                                |                |  |             |  |                          |  | (34              | ) |                                            | (305    | )                    |  |              |   |       |       
|Dividends paid ($0.18 per common share)     |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | (7,020        | ) |       |       
|                                            |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Balance at December 31, 2005                |                |  | $           |  |                          |  | 45,261           |   |                                            | 133,842 |                      |  | 187,479       |   |       | (11,007
|                                            |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        

See accompanying notes to consolidated
financial statements.

|  
|--
|50
|  

GOLD BANC
CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWSYears ended December 31, 2005, 2004, and 2003(Dollars in
thousands)

|                                                                | 2005 |  | 2004 |          | 2003 |  
|--------------------------------------------------------------- | ---- |  | ---- | -------- | ---- | -
|Cash flows from operating activities:                           |      |  |      |          |      |  
|Net earnings                                                    |      |  | $    | 48,139   |      | $
|(Income) loss from discontinued operation                       |      |  |      |         |      |  
|Adjustments to reconcile net earnings to net cash provided      |      | 
|by operating activities:                                        |      | 
|Provision for loan losses                                       |      |  |      | 9,713    |      |  
|Allocation of ESOP shares                                       |      |  |      | 3,126    |      |  
|Non-cash compensation expense                                   |      |  |      | 1,577    |      |  
|(Gains) losses on the sale of securities                        |      |  |      | 1,986    |      |  
|Non-cash portion of recovery from restitution agreement         |      |  |      |         |      |  
|Gains on the sale of mortgage loans                             |      |  |      | (1,295   | )    |  
|Depreciation and amortization                                   |      |  |      | 7,725    |      |  
|Amortization of investment securities premium, net of accretion |      |  |      | 1,686    |      |  
|Gain on sale of branches                                        |      |  |      | (34,420  | )    |  
|Loss on the sale of assets, net                                 |      |  |      |         |      |  
|Deferred income taxes                                           |      |  |      | (8,726   | )    |  
|Net decrease (increase) in trading securities                   |      |  |      | 2,773    |      |  
|Change in unrealized (gains) losses on trading securities       |      |  |      | 239      |      |  
|Origination of loans held for sale, net of repayments           |      |  |      | (115,220 | )    |  
|Proceeds from sale of mortgage loans held for sale              |      |  |      | 114,389  |      |  
|Other changes:                                                  |      | 
|Accrued interest and other assets                               |      |  |      | 4,143    |      |  
|Accrued interest and other liabilities                          |      |  |      | 8,540    |      |  
|Increase in cash surrender value of bank-owned life insurance   |      |  |      | (3,796   | )    |  
|Net change in operating activities of discontinued operation    |      |  |      |         |      |  
|                                                                |      |  |      |          |      |  
|Net cash provided by operating activities                       |      |  | $    | 40,579   |      | $
|                                                                |      |  |      |          |      |  
|Cash flows from investing activities:                           |      | 
|Net increase in loans                                           |      |  | $    | (441,970 | )    | $
|Principal collections and proceeds from sales and maturities of |      | 
|available-for-sale securities                                   |      |  |      | 127,353  |      |  
|Purchases of available-for-sale securities                      |      |  |      | (2,482   | )    |  
|Principal collections and proceeds from maturities of           |      | 
|held-to-maturity securities                                     |      |  |      | 32,681   |      |  
|Purchases of held-to-maturity securities                        |      |  |      | (1,694   | )    |  
|Net additions to premises and equipment                         |      |  |      | (9,196   | )    |  
|Redemption (purchase) of bank-owned life insurance              |      |  |      |         |      |  
|Net decrease (increase) in assets held for sale                 |      |  |      | 37,192   |      |  
|Net (decrease) increase in liabilities held for sale            |      |  |      | (17,561  | )    |  
|Cash received (paid) in acquisitions and branch sales           |      |  |      | 75,322   |      |  
|                                                                |      |  |      |          |      |  
|Net cash used in investing activities                           |      |  | $    | (200,355 | )    | $
|                                                                |      |  |      |          |      |  
|
|(continued)                                                     |     

See accompanying notes to consolidated
financial statements.

|  
|--
|51
|  

|                                                             | 2005 |  | 2004 |            | 2003 |  
|------------------------------------------------------------ | ---- |  | ---- | ---------- | ---- | -
|Cash flows from financing activities:                        |      | 
|Increase in deposits                                         |      |  | $    | 247,357    |      | $
|Proceeds from issuance of subordinated debt                  |      |  |      |           |      |  
|Repayment of subordinated debt                               |      |  |      |           |      |  
|Decrease in securities sold under agreements                 |      | 
|to repurchase                                                |      |  |      | (37,980    | )    |  
|Increase (repayment) of federal funds purchased and          |      | 
|other short-term borrowings                                  |      |  |      | 50,094     |      |  
|Proceeds from issuance of long-term borrowings               |      |  |      | 2,019,659  |      |  
|Principal payments on long-term borrowings                   |      |  |      | (2,111,361 | )    |  
|Purchase of treasury stock                                   |      |  |      | (33,889    | )    |  
|Sale of treasury stock                                       |      |  |      |           |      |  
|Proceeds from the issuance of common stock                   |      |  |      | 714        |      |  
|Tax benefit of exercise of stock options                     |      |  |      | 116        |      |  
|Dividends paid                                               |      |  |      | (7,020     | )    |  
|                                                             |      |  |      |            |      |  
|Net cash provided by financing activities                    |      |  | $    | 127,690    |      | $
|                                                             |      |  |      |            |      |  
|Increase (decrease) in cash and cash equivalents             |      |  |      | (32,086    | )    |  
|Cash and cash equivalents, beginning of year                 |      |  |      | 108,297    |      |  
|                                                             |      |  |      |            |      |  
|Cash and cash equivalents, end of year                       |      |  | $    | 76,211     |      | $
|                                                             |      |  |      |            |      |  
|Supplemental disclosures of cash flow information:           |      | 
|Cash paid for interest                                       |      |  | $    | 115,020    |      | $
|Income taxes paid                                            |      |  |      | 36,507     |      |  
|Loans transferred to OREO                                    |      |  |      | 692        |      |  
|Transfer of investment securities from available-for-sale to |      | 
|held-to-maturity portfolio                                   |      |  |      |           |      |  

See accompanying notes to consolidated
financial statements.

|  
|--
|52
|  

GOLD BANC
CORPORATION,  INC. AND SUBSIDIARIES

NOTES TO
CONSOLIDATED  FINANCIAL STATEMENTSDecember 31, 2005,  2004 and 2003

|(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 bank and companies, collectively referred to as the Company. All
significant inter-company accounts and transactions have been eliminated.

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

The Company is a bank holding
company that owns and operates a community bank with branches located in Kansas, Missouri, Oklahoma and
Florida. The Company provides a full range of commercial and consumer financial services. The Company owns and
operates a full-service broker/dealer and investment firm 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 sale of
CompuNet Engineering, Inc. in 2004, its information technology service subsidiary, the Companys
consolidated financial statements present CompuNet as a discontinued operation for 2004 and prior.

On November 9, 2005, we entered
into an Agreement and Plan of Merger (the Merger Agreement) with Marshall & Ilsley
Corporation (M&I). Subject to the terms and conditions of the Merger Agreement, it is
intended that Gold Banc Corporation (Gold Banc) will merge with and into M&I and our
subsidiary Gold Bank (Gold Bank or the Bank) will merge with and into
M&Is subsidiary M&I Bank (the Merger), with M&I being the surviving
corporation and M&I Bank being the surviving bank in the Merger. Our shareholders approved the
Merger on January 25, 2006. The Board of Governors of the Federal Reserve Bank on March 13, 2006
approved the application and notice under Sections 3 and 4 of the Bank Holding Company Act by
Marshall & Ilsley Corporation, Milwaukee, Wisconsin, to acquire the Company and its Bank, both
in Leawood, Kansas. The FRB also approved the applications under the Bank Merger Act and Section 9
of the Federal Reserve Act.

| | (c) | Basis
of Presentation
| | --- | ---------------------

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. Certain
amounts for prior years have  been reclassified to conform to the current year
presentation.

| | (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. Transfers of
available-for-sale securities to the held-to-maturity portfolio to better reflect the
Companys overall interest rate risk management objectives are intended to be
infrequent with the total unrealized gain or loss being recorded in accumulated other
comprehensive income and amortized to earnings over the life of the securities.

|  
|--
|53
|  

A  decline
in the fair value of any security below its 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 an
individual 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.

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. Loans held for
sale are carried at the lesser of carrying amount or fair value less costs to sell and
represent loans identified for pending, planned branch sales.

Interest
income on loans is accrued and credited to earnings based on the principal amount
outstanding and the applicable rate. 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 after the Company has received payment of the full principal
balance. Once that principal balance has been received, the Company recognizes interest
income that would have been earned as if the loan had continued to accrue interest.

| | (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  that, in the opinion of management, deserve current recognition. Impaired loans
include  all non-accrual loans and loans ninety days delinquent and still accruing
interest. Loans  are charged off to the extent they are deemed to be uncollectible. In
addition, the loan  portfolio is subject to periodic review by regulatory authorities.
Based upon the results  of such review, the Company may be compelled to adjust the level
of the allowance.

| | (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. Leasehold
improvements are  amortized over the lesser of the life of the lease or the estimated
useful life.

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

Goodwill
and intangible assets that have indefinite useful lives are not amortized, but rather are
tested at least annually for impairment. Intangible assets that have finite useful lives
continue to be amortized over those periods.

|  
|--
|54
|  

| | (j) | 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.

| | (k) | 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.

|  
|--
|55
|  

| | (l) | 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):

|                               | 2005 |  | 2004 |        | 2003 | 
|------------------------------ | ---- |  | ---- | ------ | ---- | 
|Weighted average common shares |      |  |      |        |      | 
|outstanding                    |      |  |      | 38,735 |      | 
|Unallocated ESOP shares        |      |  |      | (1,007 | )    | 
|                               |      |  |      |        |      | 
|Weighted average common shares |      | 
|outstanding  basic            |      |  |      | 37,728 |      | 
|Stock options and unvested     |      | 
|restricted stock               |      |  |      | 411    |      | 
|                               |      |  |      |        |      | 
|Weighted average common shares |      | 
|outstanding  diluted          |      |  |      | 38,139 |      | 
|                               |      |  |      |        |      | 

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 FASB Statement 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:

|                                               | 2005 |  | 2004 |        | 2003 |  
|---------------------------------------------- | ---- |  | ---- | ------ | ---- | -
|
|
|Net earnings:                                  |      |  |      |        |      |  
|As reported                                    |      |  | $    | 48,139 |      | $
|Stock-based compensation expense included in   |      | 
|reported net earnings, net of tax              |      |  |      | 1,025  |      |  
|Deduct total stock-based employee compensation |      | 
|determined under fair value method, net of tax |      |  |      | (1,556 | )    |  
|                                               |      |  |      |        |      |  
|Pro forma                                      |      |  | $    | 47,608 |      | $
|                                               |      |  |      |        |      |  
|Basic earnings per share:                      |      | 
|As reported                                    |      |  |      | 1.28   |      |  
|Pro forma                                      |      |  |      | 1.26   |      |  
|Diluted earnings per share:                    |      | 
|As reported                                    |      |  |      | 1.26   |      |  
|Pro forma                                      |      |  |      | 1.25   |      |  

| | (m) | 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.  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 hedging model, the effective
portion of the gain or  loss related to the derivative is recognized as a component of
other comprehensive income  (loss). The ineffective portion is recognized in current
earnings. The Company assesses  the effectiveness of the derivative instruments on an
ongoing basis. If it is determined  that these instruments are ineffective, hedge
accounting will be discontinued with changes  in the fair value of the instruments
recorded in current period earnings.

|  
|--
|56
|  

| | (n) | Impact
of Recently Issued Accounting Standards
| | --- | ----------------------------------------------

On
December 16, 2004, The FASB published FASB Statement No. 123 (revised 2004),  Share-Based
Payment (FASB 123R), requiring that the compensation cost relating  to share-based
payment transactions be recognized in financial statements as an expense.  The Company
will implement this new standard in 2006. It is not expected to have a  significant
impact.

On  June
29, 2005, the Financial Accounting Standards Board (FASB) voted to  abandon
much of Emerging Issues Task Force (EITF) Issue No. 03-01 titled  The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain  Investments. At
that time, FASB agreed to reinstate Financial Accounting Standard  (FAS) 115 until a
revised version of FAS 115 could be issued. The revised version, FAS  115-1 and FAS
124-1, was issued on November 3, 2005 with an effective date of December 15,  2005. The
new FASB Staff Position (FSP), like EITF No. 03-01, addresses the determination  as to
when an investment is considered impaired, whether that impairment is other than
temporary, and the measurement of an impairment loss. The FSP nullifies certain
requirements of EITF No. 03-1, such as the various requirements in paragraphs 10-18 of
Issue 03-1, but it carries forward the requirements of paragraphs 8 and 9 of Issue 03-1
with respect to cost-method investments (which are equity securities not accounted for by
the equity method) and it carries forward the disclosure requirements in paragraphs 21
and  22 of Issue 03-1. The FSP applies to investments in debt and equity securities
within the  scope of Statements 115 and 124 and to all equity securities held by
insurance companies.

Some  of
the major changes or clarifications in FAS 115-1 (as compared to FAS 115) include:

| |  | Impairment must be assessed at the
individual security level,
| | - | -------------------------------------------------------------

| |  | Generally, impaired securities must be
written-down to fair value,
| | - | ------------------------------------------------------------------

| |  | An other-than-temporary impairment
(OTTI) must be recognized before the actual sale of an underwater security if the intent regarding
that security changes. (If it is a security that the investor clearly has the ability and the intent to hold
until recovery, the impairment is temporary so the loss does not have to be recognized),
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | An OTTI does not necessarily mean a
permanent impairment, and
| | - | -------------------------------------------------------------

| |  | Additional information must be disclosed
in the annual financial statements of the Company.
| | - | -------------------------------------------------------------------------------------------

The FSP was not intended to
change any already existing accounting principle. Instead, it is an aggregate of various sources of guidance
on the temporary impairment issue, such as FAS 115, Accounting for Certain Investments in Debt and
Equity Securities, EITF Issue No. D-44, The Meaning of Other-Than-Temporary Impairment upon the
Planned Sale of a Security Whose Cost Exceeds Fair Value, SAB Topic 5.M, Other Than Temporary
Impairment of Certain Investments on Debt and Equity Securities (previously SAB 59), and most of EITF
Issue No. 03-1.

The
adoption of the new FSP did not have a significant impact on the Companys
consolidated financial statements.

| | (o) | Related Parties
| | --- | ---------------

At December 31, 2005 and 2004,
the Company had an investment balance of $2.8 million and $2.0 million, respectively, in a Small Business
Investment Company ("SBIC") in which a member of the Board of Directors is a principal. At December 31, 2005,
the Company had a commitment to invest up to $5 million in the SBIC. The current carrying value of this
investment is $2.7 million at December 31, 2005 and $1.8 million at December 31, 2004. The Company recognized
income of $0.1 million and a loss of $0.2 million on this investment for the years ended December 31, 2005 and
2004, respectively.

|  
|--
|57
|  

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

During  the
fourth quarter of 2003, the Company announced its intent to dispose of CompuNet
Engineering, Inc. (CompuNet). CompuNet was a wholly-owned subsidiary of the Company that
engaged in technology and e-commerce services. As a result of the disposition of this
business, in 2003 the Company recorded an estimated pre-tax impairment charge of $4.1
million ($2.7 million after tax), to reduce the carrying value of the net assets
(including goodwill) to their fair value net of selling costs. On February 4, 2004,
the Company completed the sale of CompuNet to an outside investor. The financial
after-tax  impact of CompuNet operations in 2004 until the sale date resulted in an
additional loss  from discontinued operations of $0.6 million for that period. In
accordance with FASB  Statement No. 144, Accounting for the Impairment or Disposal
of Long-lived  Assets, the Company has presented CompuNet as a discontinued
operation. Summarized  results of operations related to CompuNet (as reported in
discontinued operation) are as  follows for the years ended December 31, 2004 and 2003
(amounts in thousands):

|                                          | 2004 |  | 2003 |       
|----------------------------------------- | ---- |  | ---- | ------
|Operating revenue                         |      |  | $    | 339   
|Operating expenses                        |      |  |      | (165  
|                                          |      |  |      |       
|Operating income (loss)                   |      |  |      | 174   
|Non-operating expenses, net               |      |  |      | (1,022
|Impairment charge                         |      |  |      |      
|                                          |      |  |      |       
|Income (loss) before income taxes         |      |  |      | (848  
|Provision for income taxes                |      |  |      | 297   
|                                          |      |  |      |       
|Income (loss) from discontinued operation |      |  | $    | (551  
|                                          |      |  |      |       

|(3) | Dispositions
|--- | ------------

Sale  of
Five Gold Bank branches in Oklahoma.On January 12, 2005, Gold Bank entered
into an agreement for the sale of five branch locations in Oklahoma. The sale of these
Gold Bank branches closed on June 17, 2005. As of the date of closing, the deposits and
loans of these Gold Bank branches were approximately $332.6 million and $346.0 million
(net of allowance of $1.9 million), respectively. Bank premises and equipment at the date
of closing were $4.3 million. These items were recorded as assets and liabilities
held-for-sale as of December 31, 2004. In connection with the sale of these branches, the
Company recorded a gain of approximately $34.4 million.

Sale  of
Credit Card Portfolio.On June 15, 2004, the Company entered into an agreement to
dispose of its credit card portfolio and recognized a gain of $1.2 million.

Sale  of
Seven Gold Bank-Kansas branches. On September 16, 2003, the Company announced that
it had entered into an agreement for the sale of seven Gold Bank-Kansas branches. An
employee-investor group led by the regional Gold Bank-Kansas president in Marysville,
Kansas, agreed to purchase the Gold Bank-Kansas branches. The sale of the Gold
Bank-Kansas  branches closed on February 13, 2004. As of the date of closing, the
deposits and loans of  the seven Gold Bank-Kansas branches were $333.4 million and $194.8
million, respectively.  Total property, plant and equipment net of accumulated
depreciation was $3.8 million. In  addition, goodwill of $0.6 million was allocated to
these branches. In connection with the  sale of these branches, the Company recorded a
gain of $16.2 million.

Sale  of
Elkhart branch. On August 28, 2003, Gold Bank-Oklahoma entered into an agreement  for
the sale of its branch location in Elkhart, Kansas to ColoEast Bankshares. The sale of
this Gold Bank-Kansas branch closed on February 5, 2004. As of the date of closing, the
deposits and loans of this Gold Bank-Oklahoma branch were $30.0 million and $3.2 million,
respectively. Total property, plant and equipment net of accumulated depreciation was
$0.3  million. In connection with the sale of this branch, the Company recorded a gain of
$0.9  million.

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 Western Oklahoma of Elk City. The
sale  of these Gold Bank-Oklahoma branches closed on May 7, 2004. As of the date of
closing, the  deposits and loans of these Gold Bank-Oklahoma branches were $63.0 million
and $18.6  million, respectively. In connection with the sale of these branches, the
Company recorded  a gain of $3.6 million.

|  
|--
|58
|  

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 $36.0 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 $0.9 million.

Sale  of
Wakita and 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 $17.0 million and $3.0 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 $0.3 million.

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 $38.0 million and $15.0 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
Hobart and Lone Wolf Branches. On September 16, 2003, Gold Bank-Oklahoma entered
into an agreement for the sale of its Hobart and 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.

|(4) | 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.

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 was netted against expenses of $1.6 million
incurred in 2003 by the Company in connection with the investigation.

|  
|--
|59
|  

|(5) | Investment Securities
|--- | ---------------------

The
amortized cost, gross unrealized gains and losses, and estimated fair value of investment
securities by major security category at December 31, 2005 and 2004 are as follows
(dollars in thousands):

|                                     | 2005 | 
|------------------------------------ | ---- | 
|
|Available-for-sale:                  |      | 
|U.S. government-sponsored enterprise |      | 
|obligations                          |      | 
|Obligations of states and political  |      | 
|subdivisions                         |      | 
|Mortgage-backed securities           |      | 
|Other                                |      | 
|                                     |      | 
|Total                                |      | 
|                                     |      | 
|Held-to-maturity:                    |      | 
|U.S. government sponsored enterprise |      | 
|obligations                          |      | 
|Obligations of states and political  |      | 
|subdivisions                         |      | 
|Mortgage-backed securities           |      | 
|Other                                |      | 
|                                     |      | 
|Total                                |      | 
|                                     |      | 

|                                     | 2004 | 
|------------------------------------ | ---- | 
|
|Available-for-sale:                  |      | 
|U.S. government-sponsored enterprise |      | 
|obligations                          |      | 
|Obligations of states and political  |      | 
|subdivisions                         |      | 
|Mortgage-backed securities           |      | 
|Other                                |      | 
|                                     |      | 
|Total                                |      | 
|                                     |      | 
|Held-to-maturity:                    |      | 
|U.S. government-sponsored enterprise |      | 
|obligations                          |      | 
|Obligations of states and political  |      | 
|subdivisions                         |      | 
|Mortgage-backed securities           |      | 
|Other                                |      | 
|                                     |      | 
|Total                                |      | 
|                                     |      | 

|  
|--
|60
|  

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

Other
securities classified as available-for-sale consist primarily of restricted stock in the
Federal Reserve Bank (FRB) ($5,813,750) and Federal Home Loan Banks (FHLB) ($30,950,300)
that are required to be maintained by the Company, as well as certain other debt and
equity securities. These stocks are required to be held for regulatory purposes and for
borrowing availability based on the capital structure and borrowing amounts,
respectively.

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, 2005 and  2004.
This temporary impairment represents the amount of loss that would be realized if  the
securities were sold December 31, 2005, and occurs as a result of changes in the  overall
bond yields between the purchase date of the bond and valuation date. Securities  that
were temporarily impaired at December 31, 2005 are shown below, along with the length  of
the impairment period.

|                           | Less than 12 months |  | 12 months or longer |        | Total |  
|-------------------------- | ------------------- |  | ------------------- | ------ | ----- | -
|
|U.S. government sponsored  |                     |  |                     |        |       |  
|enterprise obligations     |                     |  |                     |       |       |  
|Obligations of state and   |                     | 
|political subdivisions     |                     |  |                     | 5,121  |       |  
|Mortgage-backed securities |                     |  |                     | 17,394 |       |  
|Other                      |                     |  |                     | 358    |       |  
|                           |                    
|Total temporarily          |                     | 
|impaired securities        |                     |  | $                   | 22,873 |       | $
|                           |                    

At December 31, 2005 the total
available for sale portfolio consisted of 124 individual securities, of which 90 securities were in an
unrealized loss position. Securities that had an unrealized loss for a period greater than 12 months amounted
to 75 specific securities. Management examined the Companys portfolio for any impairment in value and
took a $10.8 million impairment charge to reduce the carrying value of three high-yield investments in 2004.
There are no such remaining high-yield investments in our portfolio. Management believes that the impairment
of any securities at December 31, 2005 is temporary because unrealized losses at December 31, 2005 are due to
increases in overall interest rates and not due to any specific credit deterioration.

During 2004, the Company
executed an interest-rate-risk strategy whereby a total of $312.5 million of investment securities were
reclassified from available-for-sale to held-to-maturity to better reflect the nature of the investment
securities within its overall interest rate risk management objectives. The Company believes that the amount
of securities in the held-to-maturity category provides desirable insulation to its tangible equity level in a
rising interest rate environment and fits its balance sheet needs. Such transfers are intended to be
infrequent with the total unrealized gain or loss being recorded in accumulated other comprehensive income and
amortized to earnings over the lives of the securities.

|  
|--
|61
|  

The
amortized cost and estimated fair values of investment securities at December 31, 2005 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.

|                           | 2005 | 
|-------------------------- | ---- | 
|
|
|Due in one year or less    |      | 
|Due after one year through |      | 
|five years                 |      | 
|Due after five years       |      | 
|through ten years          |      | 
|Due after ten years        |      | 
|Mortgage-backed securities |      | 
|Other                      |      | 
|                           |      | 
|Total                      |      | 
|                           |      | 

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

|                                            | 2005 |  | 2004 |         | 2003 |  
|------------------------------------------- | ---- |  | ---- | ------- | ---- | -
|Proceeds from sales                         |      |  | $    | 160,034 |      | $
|                                            |      |  |      |         |      |  
|Realized gains                              |      |  | $    | 37      |      | $
|Realized losses                             |      |  |      | (2,023  | )    |  
|Realized losses from other than temporarily |      | 
|impaired securities                         |      |  |      |        |      |  
|                                            |      |  |      |         |      |  
|Net realized gains (losses)                 |      |  | $    | (1,986  | )    | $
|                                            |      |  |      |         |      |  

At
December 31, 2005, 2004 and 2003, investment securities with fair values of approximately
$550,693,000, $576,221,000 and $742,069,000, respectively, were pledged to secure public
deposits and for other purposes.

|(6) | Loans
|--- | -----

Loans  are
summarized as follows as of December 31, 2005 and 2004 (dollars in thousands):

|                                  | 2005 |  | 2004 |          
|--------------------------------- | ---- |  | ---- | ---------
|Real estate                       |      |  | $    | 1,078,696
|Real estate-construction          |      |  |      | 1,058,847
|Commercial                        |      |  |      | 976,748  
|Agricultural                      |      |  |      | 13,078   
|Consumer and other                |      |  |      | 24,122   
|                                  |      |  |      |          
|                                  |      |  |      | 3,151,491
|Loans within assets held for sale |      |  |      |         
|                                  |      |  |      |          
|                                  |      |  | $    | 3,151,491
|                                  |      |  |      |          

|  
|--
|62
|  

As
discussed in note 3, loans of certain branches at December 31, 2004 were reclassified as
held for sale in the summary above. At December 31, 2005, loans of $973,638,000 were
pledged as collateral to the Federal Home Loan Bank.

Loans
outstanding to directors and executive officers of Gold Banc and its subsidiaries were
$31,710,000 and $30,264,000 at December 31, 2005 and 2004, 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. Changes in such loans for 2005 were as follows (dollars in thousands):

|Balance at December 31, 2004 |  |  | $ | 30,264 |  
|---------------------------- |  |  | - | ------ | -
|Additions                    |  |  |   | 6,957  |  
|Amounts collected            |  |  |   | (5,511 | )
|                             |  | 
|Balance at December 31, 2005 |  |  | $ | 31,710 |  
|                             |  | 

Impaired
loans include all non-accrual loans and loans ninety days delinquent and still accruing
interest. Impaired loans approximated $20,656,000, $15,693,000 and $32,370,000 at
December  31, 2005, 2004 and 2003, respectively. The interest income not recognized on
impaired  loans was approximately $2,191,000, $1,474,000 and $1,454,000 in 2005, 2004,
and 2003,  respectively. Non-accrual loans amounted to $20,305,000, $15,100,000 and
$23,131,000 at  December 31, 2005, 2004 and 2003, respectively. Loans 90 days or more
delinquent and still  accruing interest amounted to $351,000, $593,000 and $9,239,000 at
December 31, 2005, 2004  and 2003, respectively. Overdrafts reclassified as loans
amounted to $2,113,000 and  $1,567,000 as of December 31, 2005 and 2004, 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, 2005 and 2004 (dollars in
thousands):

|                                          | 2005 |  | 2004 |       
|----------------------------------------- | ---- |  | ---- | ------
|Impaired loans for which an allowance has |      |  |      |       
|been established                          |      |  | $    | 17,222
|Impaired loans for which no allowance has |      | 
|been established                          |      |  |      | 3,434 
|                                          |      |  |      |       
|Total recorded investment in              |      | 
|impaired loans                            |      |  | $    | 20,656
|                                          |      |  |      |       
|Allowance for loan losses allocated to    |      | 
|impaired loans                            |      |  | $    | 2,246 
|                                          |      |  |      |       

The
average balance of impaired loans for 2005 and 2004 was $21,935,000 and $26,358,000 based
on month-end balances, respectively. The net amount of interest recorded on such loans
during their impairment period aggregated $25,000, $43,000 and $955,000 in 2005, 2004 and
2003, 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 which the
extension of credit is based, relies 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 operations 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.

|  
|--
|63
|  

Activity
in the allowance for loan losses during the years ended December 31, 2005, 2004, and
2003,  is as follows (dollars in thousands):

|                                          | 2005 |  | 2004 |        | 2003 |  
|----------------------------------------- | ---- |  | ---- | ------ | ---- | -
|Balance at beginning of year              |      |  | $    | 32,108 |      | $
|Provision for loan losses                 |      |  |      | 9,713  |      |  
|Allowance adjustment for branches sold    |      |  |      | (2,303 | )    |  
|Allowance adjustment for credit card sale |      |  |      |       |      |  
|Charge-offs                               |      |  |      | (5,143 | )    |  
|Recoveries                                |      |  |      | 959    |      |  
|                                          |      |  |      |        |      |  
|Balance at end of year                    |      |  | $    | 35,334 |      | $
|                                          |      |  |      |        |      |  

During
2005 and 2004, the Company sold loans aggregating $346,000,000 and $216,600,000,
respectively, as part of the sale of branch facilities. The related allowance for loan
losses was included as part of the net assets sold to determine the gain on sale.

|(7) | Premises
and  Equipment, net
|--- | ----------------------------

Premises
and equipment are summarized as follows as of December 31, 2005 and 2004 (dollars in
thousands):

|                                     | DepreciableLife |  | 2005 |               | 2004 |  
|------------------------------------ | --------------- |  | ---- | ------------- | ---- | -
|Land                                 |                 |  |      |              |      | $
|Buildings                            |                 |  |      | 39 years      |      |  
|Leasehold improvements               |                 |  |      | Term of lease |      |  
|Furniture, fixtures, and equipment   |                 |  |      | 5-7 years     |      |  
|Software                             |                 |  |      | 3 years       |      |  
|Automobiles                          |                 |  |      | 5 years       |      |  
|                                     |                 |  |      |              
|                                     |                 |  |      |               |      |  
|Accumulated depreciation             |                 |  |      |               |      |  
|                                     |                 |  |      |              
|                                     |                 |  |      |               |      |  
|Premises and equipment held for sale |                 |  |      |               |      |  
|                                     |                 |  |      |              
|                                     |                 |  |      |               |      | $
|                                     |                 |  |      |              

As
discussed in note 3, premises and equipment of certain branches at December 31, 2004 have
been reclassified as held for sale in the summary above. Depreciation expense from
continuing operations totaled $6,974,000, $6,505,000, and $6,653,000 for the years ended
December 31, 2005, 2004, and 2003, 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
non-cancelable terms in excess of one year as of December 31, 2005 (dollars in
thousands):

|  
|--
|64
|  

|Year endingDecember 31, | Amount                          | 
|----------------------- | ------------------------------- | 
|                        | 2006                            | 
|                        | 2007                            | 
|                        | 2008                            | 
|                        | 2009                            | 
|                        | 2010                            | 
|                        | Thereafter                      | 
|                        |                                 | 
|                        | Total minimum payments required | 
|                        |                                 | 

The
Company records rent expense over the term of the lease. Rent expense amounted to
approximately $4,717,000, $3,712,000 and $3,491,000 for the years ended December 31,
2005,  2004, and 2003, respectively, and is included in net occupancy expense in the
accompanying  consolidated statements of operations.

|  
|--
|65
|  

|(8) | Deposits
|--- | --------

Deposits
are summarized as follows as of December 31, 2005 and 2004 (dollars in thousands):

|                       | 2005 |  | 2004 |          
|---------------------- | ---- |  | ---- | ---------
|Demand:                |      |  |      |          
|Non-interest bearing   |      |  | $    | 342,325  
|                       |      |  |      |          
|Interest-bearing:      |      | 
|NOW                    |      |  |      | 440,147  
|Money market           |      |  |      | 325,900  
|                       |      |  |      |          
|                       |      |  |      | 766,047  
|                       |      |  |      |          
|Total demand           |      |  |      | 1,108,372
|Savings                |      |  |      | 131,490  
|Time                   |      |  |      | 1,794,269
|                       |      |  |      |          
|                       |      |  |      | 3,034,131
|Deposits held for sale |      |  |      |         
|                       |      |  |      |          
|                       |      |  | $    | 3,034,131
|                       |      |  |      |          

As
discussed in note 3, deposits of certain branches at December 31, 2004 have been
reclassified as held for sale in the summary above. Time deposits include certificates of
deposit of $100,000 and greater totaling $538,348,000 and $527,591,000 at December 31,
2005 and 2004, respectively. Of these amounts, $326,154,000 and $596,918,000 were
brokered  deposits at December 31, 2005 and 2004, respectively.

Maturities
of time deposits at December 31, 2005 were as follows (dollars in thousands):

|           | Amount | 
|---------- | ------ | 
|Year       |        | 
|2006       |        | 
|2007       |        | 
|2008       |        | 
|2009       |        | 
|2010       |        | 
|Thereafter |        | 
|           |        | 
|           |        | 
|           |        | 

|(9) | Securities
Sold Under  Agreements to Repurchase
|--- | -----------------------------------------------

Data
concerning securities sold under agreements to repurchase were as follows as of December
31, 2005 and 2004 (dollars in thousands):

|                                          | 2005 |  | 2004 |        
|----------------------------------------- | ---- |  | ---- | -------
|Average monthly balance during the year   |      |  | $    | 121,133
|Maximum month-end balance during the year |      |  |      | 144,406
|Balance at December 31                    |      |  |      | 96,354 
|                                         
|Weighted average interest rate            |      |  |      | 1.70   

At
December 31, 2005, such agreements were secured by investment and mortgage-backed
securities. Pledged securities are placed with a safekeeping agent under the direction of
the Company.

|  
|--
|66
|  

|(10) | Federal
Funds Purchased  and Other Short-Term Borrowings
|---- | --------------------------------------------------------

Following
is a summary of federal funds purchased and other short-term borrowings at December 31,
2005 and 2004 (dollars in thousands):

|                                       | 2005 |  | 2004 |       
|-------------------------------------- | ---- |  | ---- | ------
|Fed Funds purchased and Other          |      |  | $    | 52,342
|borrowings, weighted average           |      | 
|interest rates of 4.29% and 5.75% at   |      | 
|December 31, 2005 and 2004             |      | 
|Advances under a $25.0 million line of |      | 
|credit from J. P. Morgan Chase Bank,   |      | 
|N.A., interest at LIBOR plus 1.25%     |      | 
|or interest at the J. P. Morgan        |      | 
|Chase prime rate, maturing on          |      | 
|October 1, 2006, secured by common     |      | 
|stock of subsidiary bank               |      |  |      |      
|Treasury, Tax and Loan                 |      |  |      | 215   
|                                       |      |  |      |       
|                                       |      |  | $    | 52,557
|                                       |      |  |      |       

|(11) | Long-Term
Borrowings
|---- | --------------------

Following
is a summary of long-term borrowings at December 31, 2005 and 2004 (dollars in
thousands):

|                                           | 2005 |  | 2004 |        
|------------------------------------------ | ---- |  | ---- | -------
|FHLB borrowings by subsidiary bank bearing |      |  |      |        
|weighted average fixed interest rates      |      | 
|of 4.68% and 4.47% at December 31, 2005    |      | 
|and 2004, secured by qualifying            |      | 
|one-to-four-family mortgage loans, with    |      | 
|maturity dates ranging to 2015             |      |  | $    | 482,565
|Long-term repurchase agreements by         |      | 
|subsidiary bank bearing weighted           |      | 
|average fixed interest rates of 2.28%      |      | 
|and 2.32% at December 31, 2005 and         |      | 
|2004, secured by investment securities,    |      | 
|maturing in 2006                           |      |  |      | 80,000 
|Note payable of Gold Banc Corporation,     |      | 
|Inc. Employee Stock Ownership Plan,        |      | 
|weighted average interest rate of 6.24%    |      | 
|and 4.26% at December 31, 2005 and         |      | 
|2004, secured by 1,153,331 and             |      | 
|1,402,866 shares of Company common         |      | 
|stock at December 31, 2005 and 2004,       |      | 
|respectively, maturing in December 2006    |      | 
|(see note 15)                              |      |  |      | 8,110  
|                                           |      |  |      |        
|                                           |      |  | $    | 570,675
|                                           |      |  |      |        

Included
in the carrying value of the FHLB debt is an unamortized fair value adjustment of
$4,075,000 and $4,914,000 as of December 31, 2005 and 2004, respectively. The debt was
hedged under a fair value hedge (see note 13) until November 30, 2004, at which time the
related derivative was terminated. The unamortized gain will be amortized as an
adjustment  of interest expense over the life of the related FHLB debt, using the
straight-line method  which is not materially different from the effective interest
method required under APB  21-Interest on Receivables and Payables. The
amount recorded as additional  interest was $844,000 and $800,000, as of December 31,
2005 and 2004, respectively.  Termination of the debt would result in accelerated
amortization of the remaining balance  into interest expense.

|  
|--
|67
|  

Principal
maturities of long-term borrowings at December 31, 2005 are as follows (dollars in
thousands):

|Year endingDecember 31, | Amount           | 
|----------------------- | ---------------- | 
|                        | 2006             | 
|                        | 2007             | 
|                        | 2008             | 
|                        | 2009             | 
|                        | 2010             | 
|                        | Thereafter       | 
|                        |                  | 
|                        |                  | 
|                       
|                        | Unamortized gain | 
|                        |                  | 
|                        | Total            | 
|                        |                  | 

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 Bank.

|(12) | Subordinated-Debt
|---- | -----------------

Following
is a summary of subordinated-debt and trust preferred securities at December 31, 2005 and
2004 (dollars in thousands):

|                                                                               | 2005 |  | 2004 |        
|------------------------------------------------------------------------------ | ---- |  | ---- | -------
|Subordinated-debt securities maturing November 2011 with semiannual            |      |  |      |        
|interest at a variable rate, based upon the six-month LIBOR plus 3.75%         |      | 
|(8.42% as of December 31, 2005)                                                |      |  | $    | 30,000 
|Subordinated-debt securities maturing on April 23, 2034, may be redeemed,      |      | 
|at the option of the Company, after April 23, 2009, interest rate fixed        |      | 
|at 5.80% for a five-year period through April 23, 2009; thereafter,            |      | 
|interest is at a floating rate equal to LIBOR plus 2.75%, adjustable quarterly |      |  |      | 16,495 
|Subordinated-debt securities maturing on April 7, 2034, may be redeemed,       |      | 
|at the option of the Company, after April 7, 2009, interest rate               |      | 
|floating equal to LIBOR plus 2.75% (6.90% as of December 31, 2005),            |      | 
|adjustable quarterly                                                           |      |  |      | 30,928 
|Subordinated-debt securities maturing on December 15, 2034, may be redeemed,   |      | 
|at the option of the Company, after December 15, 2009, interest rate fixed     |      | 
|at 6.00% for a five-year period through December 15, 2009; thereafter,         |      | 
|interest is at a floating rate equal to LIBOR plus 2.10%, adjustable quarterly |      |  |      | 39,176 
|                                                                               |      |  |      |        
|                                                                               |      |  | $    | 116,599
|                                                                               |      |  |      |        

Subordinated-Debt. The
Companys floating rate subordinated-debt securities mature November 2011 and pay interest semiannually
at a variable rate, based upon the six-month LIBOR plus 3.75%.

|  
|--
|68
|  

Total
expenses associated with the issuance of the floating rate subordinated-debt securities
were $910,000 and are being amortized on a straight-line basis for five years.
Amortization during the years ended December 21, 2005, 2004 and 2003, and included in
interest expense, was $182,000, $182,000, and $182,000, respectively.

Trust-Preferred
Securities.The Company formed three statutory trusts during 2004 to issue a total of
$84.0 million in trust preferred securities. The three offerings were pooled private
placements exempt from registration under the Securities Act pursuant to Section 4(2)
thereunder. The Company owns 100% of the common securities of all three trusts. The
trusts  were formed with the sole purpose of issuing the trust-preferred securities and
investing  the proceeds from the sale of such trust-preferred securities in subordinated
debentures  issued by the Company. The debentures held by the trusts are the sole assets
of the  trusts. The Company has provided a full, irrevocable, and unconditional
subordinated  guarantee of the obligations of the three trusts under the preferred
securities.

The
Company formed Gold Banc Trust III on March 11, 2004. Effective March 15, 2004, Gold Banc
Trust III issued $16,000,000 of trust-preferred securities to institutional investors.
Gold Banc Trust III used the proceeds from the issuance of the trust-preferred
securities,  as well as the Companys $495,000 capital investment in the trust, to
purchase  $16,495,000 of junior subordinated debt securities issued by the Company. The
debentures  mature on April 23, 2034, and may be redeemed, at the option of the Company,
after April  23, 2009. The interest rate of the debentures is fixed at 5.80% for a
five-year period  through April 23, 2009. Thereafter, interest is at a floating rate
equal to LIBOR plus  2.75%, adjustable quarterly. Interest is payable quarterly. The
trust-preferred securities  carry an interest rate identical to that of the related
debenture.

The
Company formed Gold Banc Trust IV on March 12, 2004. Effective March 15, 2004, Gold Banc
Trust IV issued $30 million of trust-preferred securities to institutional investors.
Gold  Banc Trust IV used the proceeds from the issuance of the trust-preferred
securities, as  well as the Companys $928,000 capital investment in the trust, to
purchase  $30,928,000 of floating rate junior subordinated debt securities issued by the
Company.  The debentures mature on April 7, 2034 and may be redeemed, at the option of
the Company,  after April 7, 2009. The interest rate of the debentures is a floating rate
equal to LIBOR  plus 2.75%, adjustable quarterly. Interest is payable quarterly. The
trust preferred  securities carry an interest rate identical to that of the related
debenture.

On  April
22, 2004, the Company used the proceeds of Gold Banc Trust IIIs and Gold Banc
Trust IVs issuance of trust-preferred securities to redeem (i) $16,249,420 in
principal amount of the 8.50% Preferred Securities previously issued by Gold Banc Capital
Trust, formerly ABI Capital Trust and (ii) $28,750,000 in principal amount of the 8.75%
Preferred Securities previously issued by GBCI Capital Trust.

The
Company formed Gold Banc Capital Trust V on November 8, 2004. Effective November 10,
2004,  Gold Banc Capital Trust V issued $38 million of trust-preferred securities to
institutional investors. Gold Banc Capital Trust V used the proceeds from the issuance of
the trust-preferred securities, as well as the Companys $1,176,000 capital
investment in the trust, to purchase $39,176,000 of junior subordinated deferrable
interest debentures issued by the Company. The debentures mature on December 15, 2034,
and  may be redeemed, at the option of the Company after December 15, 2009. The interest
rate  of the debentures is fixed at 6.00% for a five-year period through December 15,
2009.  Thereafter, interest is at a floating rate equal to LIBOR plus 2.10%. Interest is
payable  quarterly. The trust-preferred securities carry an interest rate identical to
that of the  related debenture. On November 15, 2004, the Company used the proceeds of
Gold Banc  Capital Trust Vs issuance of trust-preferred securities to redeem
$37,550,000 in  principal amount of the 9.12% Preferred Securities previously issued by
GBCI Capital Trust  II.

Total
capitalized costs associated with the issuance of the trust-preferred securities during
2004 were $369,000, which are being amortized on a straight-line basis over the life of
the related obligations. During 2004, $3,290,000 of prepaid offering costs were written
off related to the redemption of the trust-preferred securities issued by GBCI Capital
Trust, GBCI Capital Trust II and Gold Banc Capital Trust and are included in other
expenses. Amortization of issuance costs for all trusts (including those retired) during
the years ended December 31, 2005, 2004 and 2003, included in interest expense,
aggregated  $21,000, $77,000 and $125,000, respectively.

|(13) | Derivative
Financial Instruments
|---- | --------------------------------

The
Company utilizes derivative financial instruments as part of its overall interest rate
sensitivity management strategy to mitigate exposure to interest rate risk. The Company
entered into three interest rate swap agreements implemented during 2002 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 subordinated
debentures. Each swap  had a notional amount equal to the outstanding principal amount of
the related  subordinated debentures, together with the same payment dates, maturity date
and call  provisions as the related subordinated debentures. Under each of the swaps, the
Company  paid interest at a variable rate equal to a spread over 90-day LIBOR, adjusted
quarterly,  and the Company received a fixed rate equal to the interest that it was
obligated to pay  on the related subordinated debentures. 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. The third and final swap for $37.6 million was called
by the counter-party and  terminated on November 1, 2004. Under these swap agreements, no
payments were due between  the parties and the Company recognized no gain or loss when
they were called during 2003  and 2004.

|  
|--
|69
|  

In  August
2003, the Company 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. These interest rate  swaps
are derivative financial instruments and were designated as fair value hedges of the
FHLB borrowings. Each swap had a notional amount equal to the outstanding principal
amount  of the related FHLB borrowings, together with the same payment dates, maturity
dates and  call provisions as the related FHLB borrowings. Under each of the swaps, the
Company paid  interest at a variable rate equal to a spread over 30-day LIBOR, adjusted
monthly, and the  Company received a fixed rate equal to the interest that it was
obligated to pay on the  related FHLB borrowings. As a result of the issuance of
Statement 133 Issue G25 Cash  Flow Hedges: Using the First-Payments-Received
Technique in Hedging the Variable Interest  Payments on a Group of
Non-Benchmark-Rate-Based Loans (G25) in July 2004, the  Company opted to terminate
these fair value hedges on November 30, 2004, for new cash flow  hedges of pools of
prime-based loans (discussed below) now permitted under G25. As a  result of the
termination of these hedges, a cash payment of $5.4 million was made to the
counterparty. A loss of $0.6 million due to hedging ineffectiveness was recognized in
interest expense during 2004 for these derivatives.

On
December 1, 2004, the Company entered into three interest rate swap agreements with an
aggregate notional amount of $190 million for the purpose of effectively converting
variable-rate prime-based loans interest streams into fixed-rate interest streams.
Pools of prime-based loans have been designated under the swaps, the principal amount of
these pools corresponding to the hedged transactions equal to 102% of the notional amount
of the swaps. The formula for computing net settlements under the swaps is the same for
each net settlement; that is, the fixed rate is the same throughout the term of the swap
and the variable rate is the prime rate. The re-pricing dates of the swaps match those of
the variable-rate assets on which the hedged transactions are based. These interest rate
swaps are derivative financial instruments and have been designated as cash flow hedges
of  prime-based pools of loans. The first swap has a notional value of $60 million and
will  effectively fix the Companys interest rate at 6.841% plus the credit
spread  over Prime, if any, with a maturity date of December 2009. The second swap has a
notional  value of $60 million and will effectively fix the Companys interest rate
at 7.0%  plus the credit spread over Prime, if any, with a maturity date of December
2010. The  third swap has a notional value of $70 million and will effectively fix the
Companys interest rate at 7.14% plus the credit spread over Prime, if any,
with a maturity date of December 2011.

|  
|--
|70
|  

During the year ended
December 31, 2005, we received net cash flows of $1.6 million under the three prime-based loan pools
related cash flow swaps, which was recorded as additional interest income on loans. During the year ended
December 31, 2005, no losses were recognized in earnings on these cash flow hedges due to hedging
ineffectiveness. Approximately $4.0 million of mark-to-market revaluation was recognized in accumulated other
comprehensive loss, with approximately $2.2 million recognized as a deferred tax liability. The fair value of
the derivatives is a liability of $5.2 million and is reported in accrued interest and other liabilities in
the consolidated balance sheets at December 31, 2005.

During the year ended
December 31, 2004, we received net cash flows of $1.5 million under the trust preferred securities
related fair value swaps and $3.5 million on the FHLB debt related fair value swaps for a total of $5.0
million, which was recorded as a reduction of interest expense on borrowings. During the year ended
December 31, 2004, we received net cash flows of $0.3 million on the seven prime-based loan pools related
cash flow swaps, which was recorded as additional interest income on loans. During the year ended
December 31, 2004, no losses were recognized in earnings on the cash flow hedges due to hedging
ineffectiveness. Approximately $0.7 million of mark-to-market revaluation was recognized in accumulated other
comprehensive income, with approximately $0.3 million recognized as a deferred tax liability. The fair value
of the derivatives is an asset of $1.0 million and is reported in accrued interest and other assets in the
consolidated balance sheets at December 31, 2004.

Derivative
financial instruments held  by the Company for purposes of managing interest rate risk
are summarized as follows:

|                    | December 31,           | 
|------------------- | ---------------------- | 
|
|
|                    | (Dollars in thousands) | 
|                   
|Interest rate swaps |                        | 

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. The amount of collateral the Company has
pledged is $7,397,395.

|  
|--
|71
|  

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

Income  tax
expense (benefit) related to continuing operations for 2005, 2004, and 2003 is
summarized as follows (dollars in thousands):

|        | Current |  | Deferred |        | Total |  
|------- | ------- |  | -------- | ------ | ----- | -
|2005:   |         |  |          |        |       |  
|Federal |         |  | $        | 36,047 |       | $
|State   |         |  |          | 2,158  |       |  
|        |         |  |          |        |       |  
|        |         |  | $        | 38,205 |       | $
|        |         |  |          |        |       |  
|2004:   |         | 
|Federal |         |  | $        | 12,878 |       | $
|State   |         |  |          | 1,047  |       |  
|        |         |  |          |        |       |  
|        |         |  | $        | 13,925 |       | $
|        |         |  |          |        |       |  
|2003:   |         | 
|Federal |         |  | $        | 13,003 |       | $
|State   |         |  |          | 1,054  |       |  
|        |         |  |          |        |       |  
|        |         |  | $        | 14,057 |       | $
|        |         |  |          |        |       |  

Income  tax
benefit from discontinued operations was $297,000, and $2,231,000 for the years ended
December 31, 2004 and 2003, respectively.

|  
|--
|72
|  

The  tax
effects of temporary differences that give rise to significant portions of  deferred-tax
assets and deferred-tax liabilities at December 31, 2005 and 2004 are  presented below
(dollars in thousands):

|                                                 | 2005 |  | 2004 |       
|------------------------------------------------ | ---- |  | ---- | ------
|Deferred-tax assets:                             |      |  |      |       
|Allowance for loan losses                        |      |  | $    | 12,497
|Unrealized loss on AFS securities                |      |  |      | 5,731 
|Restricted stock awards                          |      |  |      | 1,029 
|State net operating losses                       |      |  |      | 9,156 
|Other                                            |      |  |      | 1,553 
|                                                 |      |  |      |       
|Total deferred assets before valuation allowance |      |  |      | 29,966
|                                                
|Valuation allowance                              |      |  |      | (9,156
|                                                 |      |  |      |       
|Total deferred tax assets                        |      |  |      | 20,810
|                                                 |      |  |      |       
|Deferred-tax liabilities:                        |      | 
|FHLB stock dividends                             |      |  |      | 727   
|Premises and equipment                           |      |  |      | 2,182 
|Deferred income                                  |      |  |      | 91    
|Real estate investment trust income              |      |  |      |      
|Other                                            |      |  |      | 1,720 
|                                                 |      |  |      |       
|Total deferred-tax liabilities                   |      |  |      | 4,720 
|                                                 |      |  |      |       
|Net deferred-tax assets                          |      |  | $    | 16,090
|                                                 |      |  |      |       

The Company carries a
valuation allowance to reduce certain state net operating loss carry forwards which expire at
various times through 2024. At December 31, 2005 and 2004, the Company believes it is more likely
than not that these items will not be realized.

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
regulation promulgated by the Treasury Department in 2002, this income was included in
taxable income ratably over a four-year period beginning in 2002. The deferred income tax
liability was exhausted as of December 31, 2005

|  
|--
|73
|  

A
reconciliation of expected income tax expense from continuing operations, based on the
statutory rate of 35% for 2005, 2004, and 2003, to actual tax expense for 2005, 2004, and
2003 is summarized as follows (dollars in thousands):

|                                          | 2005 |  | 2004 |        | 2003 |  
|----------------------------------------- | ---- |  | ---- | ------ | ---- | -
|Expected federal income tax expense       |      |  | $    | 27,762 |      | $
|Tax-exempt interest                       |      |  |      | (349   | )    |  
|State taxes, net of federal tax benefit   |      |  |      | 1,360  |      |  
|Bank-owned life insurance                 |      |  |      | (1,329 | )    |  
|IRS Settlement on high-yield bonds        |      |  |      | 3,485  |      |  
|Non-deductible portion of qui tam lawsuit |      | 
|settlement                                |      |  |      |       |      |  
|ESOP compensation expense                 |      |  |      | 545    |      |  
|Other                                     |      |  |      | (293   | )    |  
|                                          |      |  |      |        |      |  
|                                          |      |  | $    | 31,181 |      | $
|                                          |      |  |      |        |      |  

On  October
17, 2005, the Bank entered into three settlement agreements with the IRS arising  from
the Banks purchase of $14.2 million in multifamily housing revenue bonds in  2001
and 2002. The Bank made a one-time $3.5 million cash payment in full settlement of  all
claims made by the IRS. The payment is reflected as additional income tax expense in
2005.

|(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,  2005
and 2004, the ESOP borrowings, used to acquire shares of the Companys common  stock
on the open market, totaled $8,110,000 and $9,680,000, respectively, and were  secured by
1,153,331 and 1,402,866, 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 11) 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
$2,083,000, $1,618,000, and $2,342,000 for the years ended December 31, 2005, 2004, and
2003, respectively. The 2005, 2004 and 2003 contributions were used to make principal
payments of $1,570,000, $1,945,000, and $1,807,000. The fair value of the unallocated
shares at December 31, 2005 aggregated approximately $21,014,000.

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 $527,000, $696,000, and $913,000 for 2005, 2004, and 2003,
respectively.

|  
|--
|74
|  

Under  the
Companys 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 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. Options vest at
various annual rates and generally expire ten years from the grant date. A summary of
stock option activity is as follows:

|                                 | 2005 |  | 2004 |         | 2003 | 
|-------------------------------- | ---- |  | ---- | ------- | ---- | 
|
|Outstanding at beginning of year |      |  |      | 895,060 |      | 
|Granted                          |      |  |      | 35,000  |      | 
|Forfeited                        |      |  |      | (63,400 | )    | 
|Exercised                        |      |  |      | (96,269 | )    | 
|                                 |      |  |      |         |      | 
|Outstanding at end of year       |      |  |      | 770,391 |      | 
|                                 |      |  |      |         |      | 
|Options exercisable at year-end  |      |  |      | 549,991 |      | 

The
following table summarizes information about the plans stock options at December
31,  2005:

|  | Options outstanding |  | Options exercisable |        
|- | ------------------- |  | ------------------- | -------
|
|$ | 4.00-5.25           |  |                     | 42,942 
|  | 6.58-6.81           |  |                     | 72,609 
|  | 7.03-8.05           |  |                     | 323,840
|  | 8.85-11.03          |  |                     | 227,500
|  | 12.12-13.25         |  |                     | 26,000 
|  | 14.40-18.38         |  |                     | 77,500 
|  |                     |  |                     |        
|$ | 4.00-18.38          |  |                     | 770,391
|  |                     |  |                     |        

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

|                                         | 2005 |  | 2004 |       | 2003 |  
|---------------------------------------- | ---- |  | ---- | ----- | ---- | -
|Weighted per share average fair value at |      |  |      |       |      |  
|grant date                               |      |  | $    | 7.10  |      | $
|Assumptions:                             |      | 
|Dividend yield                           |      |  |      | 0.93  | %    |  
|Volatility                               |      |  |      | 20.75 | %    |  
|Risk-free interest rate                  |      |  |      | 4.39  | %    |  
|Expected life                            |      |  |      | 5     |      |  

During
2005, the Company awarded 188,100 shares of restricted stock and 125,400 restricted stock
units to certain employees of the Company. The awards vest over periods ranging up to 5
years. During 2004, the Company awarded 32,000 shares of restricted stock and 21,333
restricted stock units to certain employees of the Company. The awards vest over a
two-year period. 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. 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 2005 and 2004, respectively, 35,600 and 98,800 shares of restricted stock and
23,733 and 2,000 restricted stock units vested, and the Company recorded additional
salaries and benefits expense of $1,577,000, $3,300,000 and $1,600,000 in 2005, 2004 and
2003, respectively. As of December 31, 2005 and 2004, 171,900 and 86,600 shares of
unvested restricted stock and 114,600 and 57,733 restricted stock units were outstanding,
respectively.

|  
|--
|75
|  

All  of
these restricted stock units, awards and options vested on January 25, 2006 with the
Companys shareholders approval of the Merger.

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

The
following table presents information about the Companys intangible assets as of
December 31, 2005 and 2004:

|                        | 2005           |  | 2004 |      
|----------------------- | -------------- |  | ---- | -----
|
|                        | (In thousands) | 
|                       
|Core deposit intangible |                |  | $    | 7,508

As  of
December 31, 2005, the Company does not have any finite lived intangible assets that  are
not being amortized. Aggregate amortization expense on intangible assets for the years
ended December 31, 2005 and 2004 was $751,000 and $751,000, respectively. The estimated
average useful life of such finite lived intangible assets is 10 years on a straight-line
basis. Estimated annual amortization expense for the years ending December 31, 2006
through 2010 is as follows (dollars in thousands).

|2006 |  |  | $ | 751 | 
|---- |  |  | - | --- | 
|2007 |  |  |   | 751 | 
|2008 |  |  |   | 751 | 
|2009 |  |  |   | 751 | 
|2010 |  |  |   | 751 | 

In
accordance with FASB 142, the Company is required to perform an annual impairment
analysis  of its existing goodwill. The Companys goodwill impairment evaluation as
of December  31, 2005 indicated that no impairment of goodwill existed. Goodwill of
$1,232,000 was  allocated to the five branches in Oklahoma sold during 2005. Goodwill of
$598,000 was  allocated to the seven branches in Kansas sold during 2004. Net assets of
discontinued  operation included $416,000 of goodwill at December 31, 2003. As
described in  Note 2, the Company reduced the carrying value of goodwill associated
with CompuNet  by $4,145,000 in 2003 in connection with the discontinued operation and
completed sale of  CompuNet in 2004.

|  
|--
|76
|  

|(17) | Financial
Instruments with Off-Balance-Sheet Risk
|---- | -------------------------------------------------

Financial
instruments that 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
$1,330,800,000 at December 31, 2005. 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.

At
December 31, 2005 and 2004, a liability in the amount of $1,178,000 and $893,000
respectively, representing the carrying value of the guarantee obligations associated
with  standby letters of credit (included in the above total of open commitments), was
recorded  in accordance with FASB Interpretation No. 45, Guarantors
Accounting  and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness  of Others, that requires recognition of the fair value of the
liability related to  the guarantee issued under standby letters of credit. These
balances will be amortized  over the life of the commitments. The contractual amount of
these letters of credit, which  represents the maximum potential future payments
guaranteed by the Company, was  $112,000,000 and $97,700,000 at December 31, 2005 and
2004, respectively.

|(18) | Other
Expense
|---- | -------------

Significant
items included in other expense in the consolidated statements of operations:

|                                                    | 2005 |  | 2004 |        | 2003 |  
|--------------------------------------------------- | ---- |  | ---- | ------ | ---- | -
|
|                                                   
|Marketing and advertising                           |      |  | $    | 2,196  |      | $
|Postage, delivery and supplies                      |      |  |      | 1,955  |      |  
|Telephone                                           |      |  |      | 1,848  |      |  
|Loan and real estate owned expenses                 |      |  |      | 1,686  |      |  
|Contribution to the Greater KC Community Foundation |      |  |      | 1,500  |      |  
|Travel                                              |      |  |      | 1,318  |      |  
|Regulatory assessments and taxes                    |      |  |      | 855    |      |  
|Core deposit intangible amortization                |      |  |      | 751    |      |  
|Insurance                                           |      |  |      | 728    |      |  
|Dues and subscriptions                              |      |  |      | 471    |      |  
|Directors fees and expenses                         |      |  |      | 320    |      |  
|Acquisition expenses                                |      |  |      | 117    |      |  
|Other expenses                                      |      |  |      | 474    |      |  
|                                                    |      |  |      |        |      |  
|                                                    |      |  | $    | 14,219 |      | $
|                                                    |      |  |      |        |      |  

|  
|--
|77
|  

|(19) | 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 FASB Statement No. 107, Disclosures about Fair
Value of Financial Instruments. The Company and its subsidiaries have determined
the  estimated fair value amounts by 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):

|                                 | 2005 |  | 2004 |          
|-------------------------------- | ---- |  | ---- | ---------
|
|Cash and cash equivalents        |      |  | $    | 76,211   
|Investment securities            |      |  |      | 752,548  
|Mortgage loans held for sale     |      |  |      | 7,851    
|Loans                            |      |  |      | 3,116,157
|Loans held for sale              |      |  |      |         
|Deposits                         |      |  |      | 3,034,131
|Securities sold under agreements |      | 
|to repurchase                    |      |  |      | 96,354   
|Federal funds purchased and      |      | 
|other short-term borrowings      |      |  |      | 52,557   
|Long-term financial borrowings   |      | 
|and subordinated debt            |      |  |      | 687,274  
|Deposits held for sale           |      |  |      |         
|Derivative financial instruments |      |  |      | (5,164   

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
 The fair value 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.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|  
|--
|78
|  

| |  | 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
borrowings and 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.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Loans
and deposits held for sale  The fair value  of assets and liabilities  held for
sale is based on the contractual premium in the  branch purchase and assumption
agreement.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The  fair
value estimates presented herein are based on pertinent information available to
management as of December 31, 2005, and 2004. 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.

|(20) | Capital
Adequacy
|---- | ----------------

Quantitative
measures established by regulation to ensure capital adequacy require the Company and its
banking subsidiary 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, 2005 and 2004, total risk-based and Tier 1 capital includes approximately
$86,599,000,  respectively, of trust-preferred securities issued by GBCI Trust III, GBCI
Trust IV and  GBCI Trust V. At December 31, 2003, total risk-based and Tier 1 capital
included  approximately $82,549,000 of trust preferred securities issued by GBCI Capital
Trust, GCBI  Capital Trust II, and ABI Capital Trusts, which is permitted under
regulatory guidelines.  As of December 31, 2005, the Company meets all capital adequacy
requirements to which it  is subject.

|  
|--
|79
|  

The
following table sets forth the capital requirements for the Company and its bank
subsidiary(ies) (dollars in thousands):

|                           | 2005 |  | 2004 |         | 2003 | 
|-------------------------- | ---- |  | ---- | ------- | ---- | 
|
|
|Total capital              |      |  |      |         |      | 
|(to risk-weighted assets): |      | 
|Gold Banc Corporation      |      |  | $    | 405,912 |      | 
|Gold Bank                  |      |  |      | 397,224 |      | 
|Gold Bank  Oklahoma       |      |  |      |        |      | 
|Gold Bank  Florida        |      |  |      |        |      | 
|Gold Bank  Kansas         |      |  |      |        |      | 
|                          
|Tier 1 capital             |      | 
|(to risk-weighted assets): |      | 
|Gold Banc Corporation      |      |  | $    | 346,926 |      | 
|Gold Bank                  |      |  |      | 361,890 |      | 
|Gold Bank  Oklahoma       |      |  |      |        |      | 
|Gold Bank  Florida        |      |  |      |        |      | 
|Gold Bank  Kansas         |      |  |      |        |      | 
|                          
|Tier 1 capital             |      | 
|(to adjusted quarterly     |      | 
|average assets)            |      | 
|(leverage ratio):          |      | 
|Gold Banc Corporation      |      |  | $    | 346,926 |      | 
|Gold Bank                  |      |  |      | 361,890 |      | 
|Gold Bank  Oklahoma       |      |  |      |        |      | 
|Gold Bank  Florida        |      |  |      |        |      | 
|Gold Bank  Kansas         |      |  |      |        |      | 

During
2004, the banking operations of Gold Bank  Oklahoma, Gold Bank  Florida and
Gold Bank  Kansas were merged into a single banking subsidiary known as Gold Bank.

|  
|--
|80
|  

|(21) | Parent
Company  Condensed Financial Statements
|---- | ----------------------------------------------

Following
is condensed financial balance sheet information of the Company as of December 31, 2005
and 2004 and condensed statements of operations and cash flows information for the three
years ended December 31, 2005 (dollars in thousands):

Condensed
Balance SheetsDecember 31, 2005 and 2004

|Assets                                     | 2005 |  | 2004 |        
|------------------------------------------ | ---- |  | ---- | -------
|Cash                                       |      |  | $    | 2,925  
|Investment securities                      |      |  |      | 212    
|Investment in subsidiaries                 |      |  |      | 393,223
|Other                                      |      |  |      | 7,293  
|                                           |      |  |      |        
|Total assets                               |      |  | $    | 403,653
|                                           |      |  |      |        
|
|Subordinated debt                          |      |  | $    | 116,599
|Borrowings                                 |      |  |      | 8,110  
|Other                                      |      |  |      | 1,499  
|                                           |      |  |      |        
|Total liabilities                          |      |  |      | 126,208
|                                           |      | 
|Stockholders' equity                       |      |  |      | 277,445
|                                           |      |  |      |        
|Total liabilities and stockholders' equity |      |  | $    | 403,653
|                                           |      |  |      |        

Condensed
Statements of OperationsYears ended December 31, 2005, 2004, and 2003

|                                                 | 2005 |  | 2004 |         | 2003 |  
|------------------------------------------------ | ---- |  | ---- | ------- | ---- | -
|Dividends from subsidiaries                      |      |  | $    | 46,000  |      | $
|Management fees from subsidiaries                |      |  |      | 8,357   |      |  
|Interest income                                  |      |  |      | 170     |      |  
|Gains (losses) on sale of investments            |      |  |      | (243    | )    |  
|Other Expense, net                               |      |  |      | (28,045 | )    |  
|                                                 |      |  |      |         |      |  
|Income (loss) before equity                      |      | 
|in undistributed earnings                        |      | 
|of subsidiaries                                  |      |  |      | 26,239  |      |  
|Equity in undistributed earnings of subsidiaries |      |  |      | 12,662  |      |  
|                                                 |      |  |      |         |      |  
|Earnings before                                  |      | 
|income tax                                       |      |  |      | 38,901  |      |  
|Income tax benefit (expense)                     |      |  |      | 9,238   |      |  
|                                                 |      |  |      |         |      |  
|Net earnings                                     |      |  | $    | 48,139  |      | $
|                                                 |      |  |      |         |      |  

|  
|--
|81
|  

Condensed
Statements of Cash FlowsYears ended December 31, 2005, 2004, and 2003

|                                           | 2005 |  | 2004 |         | 2003 |  
|------------------------------------------ | ---- |  | ---- | ------- | ---- | -
|Cash flows from operating activities:      |      |  |      |         |      |  
|Net earnings                               |      |  | $    | 48,139  |      | $
|Non-cash compensation expense              |      |  |      | 1,577   |      |  
|Allocation of ESOP shares                  |      |  |      | 3,126   |      |  
|Non-cash portion of recovery from          |      | 
|restitution agreement                      |      |  |      |        |      |  
|Equity in undistributed earnings           |      | 
|of subsidiaries                            |      |  |      | (56,662 | )    |  
|(Gain) loss on sales of investment         |      | 
|securities                                 |      |  |      | 243     |      |  
|Other                                      |      |  |      | (1,726  | )    |  
|                                           |      |  |      |         |      |  
|Net cash provided by (used                 |      | 
|in) operating activities                   |      |  |      | (5,303  | )    |  
|                                           |      |  |      |         |      |  
|Cash flows from investing activities:      |      | 
|Net change in investment securities        |      |  |      | 765     |      |  
|Net disposals (additions) to premises      |      | 
|and equipment                              |      |  |      | 142     |      |  
|Net dividends (capital contributions)      |      | 
|from/to subsidiaries                       |      |  |      | 45,685  |      |  
|                                           |      |  |      |         |      |  
|Net cash provided by (used                 |      | 
|in) investing activities                   |      |  |      | 46,592  |      |  
|                                           |      |  |      |         |      |  
|Cash flows from financing activities:      |      | 
|Net change in borrowings                   |      |  |      | (1,570  | )    |  
|Purchase of treasury stock                 |      |  |      | (33,889 | )    |  
|Proceeds from sale of treasury stock       |      |  |      |        |      |  
|Proceeds from the issuance of common stock |      |  |      | 714     |      |  
|Tax benefit of exercise of stock options   |      |  |      | 116     |      |  
|Net proceeds from subordinated debt        |      |  |      |        |      |  
|Payment of dividends                       |      |  |      | (7,020  | )    |  
|                                           |      |  |      |         |      |  
|Net cash provided by (used                 |      | 
|in) financing activities                   |      |  |      | (41,649 | )    |  
|                                           |      |  |      |         |      |  
|Net increase (decrease) in cash            |      |  |      | (360    | )    |  
|                                           |      | 
|Cash at beginning of year                  |      |  |      | 3,285   |      |  
|                                           |      |  |      |         |      |  
|Cash at end of year                        |      |  | $    | 2,925   |      | $
|                                           |      |  |      |         |      |  

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, 2005, the Bank
could pay dividends of $34.7 million without prior regulatory approval.

|  
|--
|82
|  

|(22) | Comprehensive
Income
|---- | --------------------

Comprehensive income is defined
as the change in equity from transactions and other events and circumstances from non-owner 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 and gains and losses from the
mark-to-market of derivative financial instruments in effective cash flow hedges.

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, 2005                  |                            |  |                         |         |                  |  
|Unrealized gains on securities:               |                            | 
|Unrealized holding gains (losses)             |                            |  | $                       | (4,355  | )                | $
|Reclassification adjustment for (gains)       |                            | 
|losses included in net earnings               |                            |  |                         | 1,986   |                  |  
|Change in unrealized gain on cash-flow swaps  |                            |  |                         | (6,158  | )                |  
|Amortization of unrealized loss on investment |                            | 
|securities transferred from                   |                            | 
|available-for-sale to held-to-maturity        |                            | 
|portfolio                                     |                            |  |                         | 835     |                  |  
|                                              |                            |  |                         |         |                  |  
|Other comprehensive income (loss)             |                            |  | $                       | (7,692  | )                | $
|                                              |                            |  |                         |         |                  |  
|Year ended December 31, 2004                  |                            | 
|Unrealized gains on securities:               |                            | 
|Unrealized holding gains (losses)             |                            |  | $                       | (17,869 | )                | $
|Reclassification adjustment for (gains)       |                            | 
|losses included in net earnings               |                            |  |                         | 11,359  |                  |  
|Change in unrealized gain on cash-flow swaps  |                            |  |                         | 995     |                  |  
|Amortization of unrealized loss on investment |                            | 
|securities transferred from                   |                            | 
|available-for-sale to held-to-maturity        |                            | 
|portfolio                                     |                            |  |                         | 435     |                  |  
|                                              |                            |  |                         |         |                  |  
|Other comprehensive income (loss)             |                            |  | $                       | (5,080  | )                | $
|                                              |                            |  |                         |         |                  |  
|Year ended December 31, 2003                  |                            | 
|Unrealized gains on securities:               |                            | 
|Unrealized holding gains (losses)             |                            |  | $                       | (7,729  | )                | $
|Reclassification adjustment for (gains)       |                            | 
|losses included in net earnings               |                            |  |                         | (1,847  | )                |  
|                                              |                            |  |                         |         |                  |  
|Other comprehensive income (loss)             |                            |  | $                       | (9,576  | )                | $
|                                              |                            |  |                         |         |                  |  

|(23) | Loss
Contingencies
|---- | ------------------

In  the
ordinary course of business, various commitments and contingent liabilities are
outstanding which are not reflected in the accompanying consolidated balance sheets.
Management does not expect any material losses to result from these matters.

In  the
ordinary course of business, the Company and its subsidiaries are routinely defendants
in or parties to a number of pending and potential legal actions, including actions
brought on behalf of various classes of claimants, and regulatory matters. The Company is
named as a defendant in lawsuits related to Farm Service Agency loans. Claims for
significant monetary damages are asserted in certain of these actions and proceedings.
Due  to the inherent difficulty of predicting the outcome of such matters, the Company
cannot  ascertain what the eventual outcome of these matters will be; however, based on
current  knowledge and after consultation with legal counsel, the Company does not
believe that  judgments or settlements, if any, arising from pending or potential legal
actions or  regulatory matters, either individually or in the aggregate, will have a
material adverse  effect on the consolidated financial position or liquidity of the
Company although they  could have a material effect on net income for a given period. The
Company intends to  defend itself vigorously against all of the claims asserted in these
matters. Accordingly,  no accrual for a loss contingency on this litigation has been made
in the Companys  consolidated financial statements as the Company is unable to
reasonably estimate a loss  or range of potential loss.

|  
|--
|83
|  

|(24) | Summary
of Operating Results by  Quarter  Unaudited (in thousands,  except share data)
|---- | ---------------------------------------------------------------------------------------

|                                         | Three Months Ended | 
|---------------------------------------- | ------------------ | 
|
|Interest income                          |                    | 
|Interest expense                         |                    | 
|Net interest income                      |                    | 
|Net loans, including loans held for sale |                    | 
|Non-performing loans                     |                    | 
|Provision for loan losses                |                    | 
|Non-interest income                      |                    | 
|Non-interest expense                     |                    | 
|Net earnings                             |                    | 
|Total assets                             |                    | 
|Non-performing assets                    |                    | 

|                                             | Three Months Ended | 
|-------------------------------------------- | ------------------ | 
|
|Interest income                              |                    | 
|Interest expense                             |                    | 
|Net interest income                          |                    | 
|Net loans, including loans held for sale     |                    | 
|Non-performing loans                         |                    | 
|Provision for loan losses                    |                    | 
|Non-interest income                          |                    | 
|Non-interest expense                         |                    | 
|Income (loss) from continuing operations     |                    | 
|Loss from discontinued operation, net of tax |                    | 
|Net earnings (loss)                          |                    | 
|Total assets                                 |                    | 
|Non-performing assets                        |                    | 

|                                                      | Three Months Ended | 
|----------------------------------------------------- | ------------------ | 
|
|Interest income                                       |                    | 
|Interest expense                                      |                    | 
|Net interest income                                   |                    | 
|Net loans, including loans held for sale              |                    | 
|Non-performing loans                                  |                    | 
|Provision for loan losses                             |                    | 
|Non-interest income                                   |                    | 
|Non-interest expense                                  |                    | 
|Income from continuing operations                     |                    | 
|Income (loss) from discontinued operation, net of tax |                    | 
|Net earnings                                          |                    | 
|Total assets                                          |                    | 
|Non-performing assets                                 |                    | 

|  
|--
|84
|  

|                                                  | Three Months Ended | 
|------------------------------------------------- | ------------------ | 
|
|Net earnings from continuing operations - basic   |                    | 
|Net loss from discontinued operation - basic      |                    | 
|Net earnings - basic                              |                    | 
|Net earnings from continuing operations  diluted |                    | 
|Net loss from discontinued operation  diluted    |                    | 
|Net earnings  diluted                            |                    | 
|Dividends                                         |                    | 

|                                                         | Three Months Ended | 
|-------------------------------------------------------- | ------------------ | 
|
|Net earnings (loss) from continuing operations - basic   |                    | 
|Net loss from discontinued operation - basic             |                    | 
|Net earnings (loss) - basic                              |                    | 
|Net earnings (loss) from continuing operations  diluted |                    | 
|Net loss from discontinued operation  diluted           |                    | 
|Net earnings (loss)  diluted                            |                    | 
|Dividends                                                |                    | 

|                                                  | Three Months Ended | 
|------------------------------------------------- | ------------------ | 
|
|Net earnings from continuing operations - basic   |                    | 
|Net loss from discontinued operation - basic      |                    | 
|Net earnings-basic                                |                    | 
|Net earnings from continuing operations  diluted |                    | 
|Net loss from discontinued operation  diluted    |                    | 
|Net earnings - diluted                            |                    | 
|Dividends                                         |                    | 

Interest
income, net interest income and non-interest expense as set forth above differ from
amounts reported in the Companys previously filed Form 10-Qs for fiscal years 2003
and 2004 because of the reclassification of direct costs of loan origination as a
reduction of interest income in accordance with the provisions of FASB Statement No. 91,
Accounting for Nonrefundable Fees and Costs Associated with Originating or
Acquiring  Loans and Initial Direct Costs of Leases.

|  
|--
|85
|  

|ITEM 9. | CHANGES
IN AND  DISAGREEMENTS WITH ACCOUNTANTS ON  ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | --------------------------------------------------------------------------------------

Not
applicable

|ITEM 9A. | CONTROLS
AND  PROCEDURES
|-------- | ------------------------

Managements
Report  on Internal Control over Financial  Reporting

Management
is responsible for establishing and maintaining adequate internal control over financial
reporting. Our internal control over financial reporting is a process designed under the
supervision of our principal executive and principal financial officers to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of our financial statements for external reporting purposes in accordance with U.S.
generally accepted accounting principles.

As  of the
end of our 2005 fiscal year, management conducted an assessment of the  effectiveness of
our internal control over financial reporting based on the framework  established in
Internal Control  ̄ Integrated Framework issued by the Committee of  Sponsoring
Organizations of the Treadway Commission (COSO). Based on this assessment made  under
Internal Control  ̄ Integrated Framework, management has concluded that our  internal
control over financial reporting as of December 31, 2005 is effective.

Managements
assessment of the effectiveness of our internal control over financial reporting as of
December 31, 2005 has been audited by KPMG LLP, an independent registered public
accounting firm, as stated in their report that follows.

Disclosure
Controls and  Procedures

As of the end of the period
covered  by this report, an evaluation was carried out by management, with the
participation of our  Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our  disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities  Exchange Act of 1934). 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 evaluations, our Chief  Executive Officer and our Chief Financial Officer
concluded that the design and operation  of our 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 Securities Exchange
Act of 1934 is recorded, processed,  summarized and reported as and when required, and is
accumulated and communicated to our  management, including our Chief Executive Officer
and Chief Financial Officer, as  appropriate to allow timely decisions regarding required
disclosure.

Changes to
Internal  Control over Financial Reporting

No  change in our internal control
over financial reporting (as defined in Rule 13a-15(f)  under the Securities Exchange Act
of 1934) occurred during the quarter ended  December 31, 2005 that has materially
affected, or is reasonably likely to materially  affect, our internal control over
financial reporting.

|  
|--
|86
|  

Report of
Independent  Registered Public Accounting Firm

The Board of Directors  and
ShareholdersGold Banc Corporation, Inc.:

We have audited managements
assessment, included in the accompanyingManagements Report on Internal
Control over Financial Reporting,that Gold Banc Corporation, Inc. maintained
effective internal control over financial reporting as of December 31, 2005, based on
criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).Gold Banc
Corporation, Inc.s management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
managements assessment and an opinion on the effectiveness of the Companys
internal control over financial reporting based on our audit.

We conducted our audit in
accordance  with the standards of the Public Company Accounting Oversight Board (United
States). Those  standards require that we plan and perform the audit to obtain reasonable
assurance about  whether effective internal control over financial reporting was
maintained in all material  respects. Our audit included obtaining an understanding of
internal control over financial  reporting, evaluating managements assessment,
testing and evaluating the design and  operating effectiveness of internal control, and
performing such other procedures as we  considered necessary in the circumstances. We
believe that our audit provides a reasonable  basis for our opinion.

A companys internal control
over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A  companys
internal control over financial reporting includes those policies and  procedures that
(1) pertain to the maintenance of records that, in reasonable detail,  accurately and
fairly reflect the transactions and dispositions of the assets of the  company; (2)
provide reasonable assurance that transactions are recorded as necessary to  permit
preparation of financial statements in accordance with generally accepted  accounting
principles, and that receipts and expenditures of the company are being made  only in
accordance with authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements.

Because of its inherent
limitations,  internal control over financial reporting may not prevent or detect
misstatements. Also,  projections of any evaluation of effectiveness to future periods
are subject to the risk  that controls may become inadequate because of changes in
conditions, or that the degree  of compliance with the policies or procedures may
deteriorate.

In our opinion, managements
assessment that Gold Banc Corporation, Inc. maintained effective internal control over
financial reporting as of December 31, 2005, is fairly stated, in all material respects,
based on criteria established in Internal ControlIntegrated Framework issued
by COSO.Also, in our opinion, Gold Banc Corporation, Inc. maintained, in all
material respects, effective internal control over financial reporting as of December 31,
2005, based on criteria established in Internal ControlIntegrated Framework issued
by COSO.

We also have audited, in
accordance  with the standards of the Public Company Accounting Oversight Board (United
States), the  consolidated balance sheets of Gold Banc Corporation, Inc. and subsidiaries
as of  December 31, 2005 and 2004, and the related consolidated statements of operations,
stockholders equity and comprehensive income (loss), and cash flows for each of the years
in the three-year period ended December 31, 2005, and our report dated March 13, 2006
expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Kansas City, MissouriMarch 13,
2006

|  
|--
|87
|  

|ITEM 9B. | OTHER
INFORMATION
|-------- | -----------------

Not
applicable

|  
|--
|88
|  

PART III

|ITEM 10. | DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT
|-------- | --------------------------------------------------

Board of Directors

The
Board of Directors is divided into three classes, elected for terms of three
years and until their successors are elected and qualified.

Class I  Term
Expiring 2006

Malcolm
M. Aslin, 58, was appointed to the Board of Directors on February 11,
1999. He has served as our Chief Executive Officer since March 17, 2003 and
as our President and Chief Operating Officer since February 10, 1999. From
October 1995 until February 10, 1999, Mr. Aslin served as (a) Chairman
of the Board of Western National Bank and Unison Bancorporation, Inc. in Lenexa,
Kansas and (b) Chairman and Managing Director of CompuNet Engineering,
L.L.C., a Lenexa, Kansas computer service business we acquired in February 1999
and sold in February 2004. From May 1994 until May 1995, Mr. Aslin served as
President of Langley Optical Company, Inc., a wholesale optical laboratory
located in Lenexa, Kansas. Prior to purchasing Langley Optical Company, Mr.
Aslin spent more than 22 years in various positions with UMB Banks and United
Missouri Financial Corporation, including President, Chief Operating Officer and
Director of United Missouri Bancshares, Inc. and President and Director of
UMBs Kansas City bank, United Missouri Bank of Kansas City, N.A.

Daniel
P. Connealy, 59, was appointed to the Board of Directors on April 22,
2003. In addition to his position as a Director, Mr. Connealy serves as Chairman
of the Audit Committee. Mr. Connealy also serves as a member of the joint Board
of Trustees of Frank Russell Investment Company and the Russell Investment
Company and is currently the Chief Financial Officer at Waddell & Reed, Inc.
Mr. Connealy previously served as Vice President and Chief Financial Officer of
Stilwell Financial Inc. Prior to joining Stilwell, he was a partner for 22 years
with PricewaterhouseCoopers LLP, where he was employed for more than 32 years.
While at PricewaterhouseCoopers, he specialized in service to asset managers and
related fund companies.

D.
Patrick Curran, 61, was appointed to the Board of Directors on
April 26, 2000. In addition to his position as a Director, Mr. Curran
serves as Chairman of the Compensation Committee and serves as a member of the
Nominating and Corporate Governance Committee. Mr. Curran is a Chief Executive
Officer-level executive with expertise in restructuring, leveraged buyouts,
acquisitions, divestitures and international joint venture formation and is a
Managing Director of C3 Holdings, LLC, a private equity fund. Mr. Curran also
served on the Board of Directors of First Business Bank of Kansas City, which we
acquired in 2000.

Class II  Term
Expiring 2007

Allen D.
Petersen, 65, was appointed to the Board of Directors on July 31, 1997.  Since 2002
Mr. Petersen has  been Chairman of Draupnir, LLC, a private equity fund.  In addition to
his position as a Director, Mr. Petersen  serves as a member of the Compensation
Committee.  Mr. Petersen was the Chairman and Chief Executive Officer of  American Tool
Companies until its sale in 2002.  Mr. Petersen also serves on the Board of Directors of
AMCON  Distributing Company.

J. Gary
Russ, 56, was appointed to the Board of Directors on April 26, 2000.  In addition to
his position as  a Director, Mr. Russ serves as a member of the Nominating and Corporate
Governance Committee.  Mr. Russ served as  non-executive Chairman of the Board of Gold
Bank-Florida until it merged with Gold Bank-Kansas, on August 31, 2004.  For more than
five years, Mr. Russ has been the Manager and General Partner of Citrus Groves, Ltd.

Donald
C. McNeill, 54, was appointed to the Board of Directors on April 26,
2000. In addition to his position as a Director, Mr. McNeill serves as a member
of the Compensation Committee. Mr. McNeill served as Chairman and Chief
Executive Officer of CountryBanc, which we acquired in 2000. For twenty years,
he has served as President, director and principal stockholder of Banc West,
Inc. He is also a director of Bank of the West, a wholly-owned subsidiary bank
of Banc West, Inc. with total assets of approximately $125 million.

Class III  Term
Expiring in 2008

William
Randon, 49, was appointed to the Board of Directors on March 6, 2001.  In addition to
his position as  a Director, Mr. Randon serves as a member of the Audit Committee.
Since 2000, Mr. Randon has served as Co-CEO of B2B
Solutions, LLC, a private equity fund focused on e-commerce companies.  Formerly,  Mr.
Randon was Vice-Chairman of CountryBanc.

|  
|--
|89
|  

Robert
J. Gourley, 68, was appointed to the Board of Directors on June 16, 2003 and was
elected Chairman of  the Board on October 22, 2003.  In addition to his positions as a
Director and Chairman of the Board, Mr. Gourley  serves as a member of the Audit
Committee and as Chairman of the Nominating and Corporate Governance Committee.  Mr.
Gourley is the owner and Chief Executive Officer of Graphic Distributors, Inc., a film
manufacturing firm.  Mr.  Gourley was also the founder and Chairman of the Board of First
Business Bank of Kansas City, which we acquired in  2000.

The
Board of Directors has determined that Messrs. McNeill, Russ, Petersen, Randon,
Curran, Connealy and Gourley are independent directors of the Company under the
listing standards adopted by The Nasdaq Stock Market, Inc.

Executive Officers

As
of March 1, 2006, the Companys executive officers are set forth below.

|Name                |  | Age |  | Principal Occupation andFive Year Employment History                                                                                                                                                                                                                                                                                                                                                                                                                | 
|------------------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                   
|Malcolm M. Aslin    |  | 58  |  | See Mr. Aslin's biographical information above under Item 10 "Board of Directors
 Class I  Term Expiring 2006."                                                                                                                                                                                                                                                                                                                                                  
|                   
|Richard J. Tremblay |  | 54  |  | Mr. Tremblay has served as the Company's Executive Vice President, Chief Financial Officer
and Corporate Secretary since December 18, 2000. He was previously a Vice President and Controller at UMB
Financial Corporation and UMB, N.A., Kansas City, Missouri for almost four years. Mr. Tremblay was also
employed as Vice President and Controller for Simmons First National Corporation and Simmons First National
Bank of Pine Bluff, Arkansas for 14 years.
|                   
|Ted J. Lister, Jr.  |  | 44  |  | Mr. Lister has served as the Company's Senior Vice President  Human Resources since
November 8, 2001. He was previously a human resources director for U.S. Bank, N.A., and its predecessors, from
1990 through 2001.                                                                                                                                                                                                                                             
|                   
|Roger M. Arwood     |  | 54  |  | Mr. Arwood has served as the Company's Executive Vice President and Chief Banking Officer
since June 1, 2005, and as director and President of Gold Bank. He previously served as a director and
executive officer of First Merchants Corporation in Muncie, Indiana from 2000 to 2005, and prior to 2000, as
Executive Vice President of Bank of America in Tulsa, Oklahoma.*                                                                                     
|                   
|Jerry L. Neff       |  | 64  |  | Mr. Neff served as the President and CEO of Gold Bank-Florida from February 1999 until August
2004 when he become a Board Member of Gold Bank. On October 29, 2004, Mr. Neff became the Company's Chief
Personal Banking and Wealth Management Officer.
* Mr. Arwood resigned from the Company effective March 3, 2006.                                                                                                                                            

Committees of the
Board of Directors

The
standing committees of the Board of Directors consist of an Audit Committee, a
Compensation Committee and a Nominating and Corporate Governance Committee.

Audit
Committee. Daniel P. Connealy, Robert J. Gourley and William Randon are
members of the Companys Audit Committee. On April 22, 2003, the Board
of Directors appointed Mr. Connealy to serve as the Chairman of the Audit
Committee. The Board of Directors has determined that all members of the Audit
Committee are independent as defined by applicable listing standards
of The Nasdaq Stock Market, Inc., and that Mr. Connealy is an audit committee
financial expert. The Audit Committee is governed by the Amended and Restated
Audit Committee Charter adopted by the Board of Directors, a copy of which is
available on our web site at www.goldbanc.com. As set forth in the Audit
Committee Charter, the Audit Committee is appointed by the Board of Directors to
perform specific duties and responsibilities, including the following:

|  
|--
|90
|  

| |  | overseeing
and reviewing the integrity of the Companys  financial  statements, financial
reports and other financial information provided by the  Company to any governmental body
or the public;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | overseeing
and reviewing the integrity and adequacy of the  Companys  auditing, accounting and
financial reporting processes and systems,  internal  control over financial reporting
and disclosure controls and procedures,  regarding finance, accounting and reporting that
management and the Board of  Directors  have established;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | overseeing,
handling and reviewing reports and complaints  regarding the  financial reporting,
auditing, accounting and internal controls of the  Company;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | overseeing
and reviewing any significant findings by bank  regulatory agencies,  together with
managements responses, and monitoring  corrective actions to  such findings;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | overseeing
and reviewing the Companys compliance with  legal and regulatory  requirements,
including internal controls designed for that purpose;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| |  | reviewing
areas of potential significant financial risk to  the Company and  discussing guidelines
and the process by which risk assessment and  management is  undertaken; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | overseeing
and reviewing the independence, qualifications and  performance of the  Companys
independent registered public accounting firm.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

Compensation
Committee.  D. Patrick Curran, Donald C. McNeill and Allen D. Petersen are members of
the  Companys Compensation Committee.  Mr. Curran is the Chairman of the
Compensation Committee.  The Board of Directors  has determined that all members of the
Compensation Committee are "independent" as defined by applicable listing
standards of The Nasdaq Stock Market, Inc.  The Compensation Committee operates pursuant
to its Amended and Restated  Charter, a copy of which is available on our web site at
www.goldbanc.com.  The Compensation Committee is appointed  by the Board of Directors to
perform specified duties and responsibilities, including the following:

| |  | reviewing,
approving and overseeing the procedures and  substance of our  compensation policy;
| | - | ----------------------------------------------------------------------------------------------

| |  | evaluating
and setting the compensation of our Chief  Executive Officer  (CEO);
| | - | ---------------------------------------------------------------------------------

| |  | in determining the long-term incentive
component of CEO compensation, considering all relevant factors, including the Companys performance and
relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, and
the awards given to the CEO in past years;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | reviewing and recommending to the Board,
or determining, the annual salary, bonus, stock options, and other benefits, direct and indirect, of the other
senior executives, including development of an appropriate balance between short-term pay and long-term
incentives while focusing on long-term stockholder interests;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | planning for executive development and
succession;
| | - | --------------------------------------------------

| |  | making recommendations to the Board with
respect to incentive-compensation plans and equity-based plans; and
| | - | ------------------------------------------------------------------------------------------------------------

| |  | recommending
an appropriate method by which stockholder  concerns about  compensation may be
communicated by stockholders to the Compensation  Committee  and, as the Compensation
Committee deems appropriate, to respond to such  stockholder concerns.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Nominating
and Corporate Governance Committee. Robert J. Gourley, D. Patrick Curran and
J. Gary Russ are members of the Companys Nominating and Corporate
Governance Committee. Mr. Gourley is the Chairman of the Nominating and
Corporate Governance Committee. The Board of Directors has determined that all
members of the Nominating and Corporate Governance Committee are
independent as defined by applicable listing standards of the NASDAQ
Stock Market, Inc. The Nominating and Corporate Governance Committee operates
pursuant to its Amended and Restated Charter, a copy of which is available on
our web site at www.goldbanc.com. The Nominating and Corporate Governance
Committee is appointed by the Board of Directors to perform specific duties and
responsibilities, including the following:

|  
|--
|91
|  

| |  | evaluating,
in consultation with the Chairman of the Board and Chief Executive  Officer, the current
composition, size, role and functions of the Board and its  committees to oversee
successfully the business and affairs of the Company in a  manner consistent with our
Corporate Governance Guidelines, and making  recommendations to the Board for approval;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | making
recommendations to the Board concerning the  appointment of directors to  Board
committees and the selection of Board committee chairs  consistent with our  Corporate
Governance Guidelines; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | evaluating
and reviewing our Corporate Governance Guidelines.
| | - | -------------------------------------------------------------

As
set forth in our Corporate Governance Guidelines, members of the Board of
Directors shall be persons who have the highest personal and professional
integrity and who have demonstrated the kind of ability and judgment to work
effectively with other members of the Board to serve the long-term interests of
the stockholders. Members should act in a thorough and inquisitive manner, be
objective and have practical wisdom and mature judgment. The committee works
with the Board of Directors as a whole on an annual basis to determine the
appropriate characteristics, skills and experience for the Board of Directors as
a whole and its individual members. In evaluating the suitability of nominees
for election to the Board of Directors, the committee takes into account many
factors, including the following: a general understanding of management,
marketing, accounting, finance and other elements relevant to our business; an
understanding of the principal operational, financial and other plans,
strategies and objectives of the Company; the results of operations and the
financial condition of the Company for recent periods; educational and
professional background; diversity of gender and race of the Board; and
ownership of the Companys stock. However, this list is not an exhaustive
list of all the qualifications used by the committee in determining the fitness
or eligibility of potential director candidates. Appropriate flexibility is
needed to evaluate all relevant facts and circumstances in context of the needs
of the Board of Directors and the Company at a particular point in time.
Accordingly, the committee reserves the right to consider those factors as it
deems relevant and appropriate, including the current composition of the Board
of Directors and its committees and the need for audit committee expertise.

In
addition, a candidate is not eligible for election to the Board if such
candidate is either at or above the age of 70 at the time of election to the
Board, or would be at or above the age of 70 in the year the candidate would be
eligible for re-election at the next election of the class of directors to which
the candidate is proposed to be elected. Furthermore, all candidates also must
be willing to serve on any committee of the Board to which the candidate may be
elected at any time during his or her term as a director.

In
determining whether to recommend a director for re-election, the committee also
considers the directors past attendance at meetings and participation in
and contributions to the activities of the Board.

The
committee does not have a formal policy of considering stockholder nominations
for inclusion in the Companys proxy statement sent to stockholders in
connection with the election of directors. However, the committee will consider
nominations from stockholders at the annual meeting of stockholders if the
following requirements as set forth in the Companys Amended and Restated
Bylaws are met. First, the stockholder making the nomination must be a
stockholder of record on the record date for such meeting, must continue to be a
stockholder of record at the time of such meeting, and must be entitled to vote
thereat. Second, the stockholder must deliver or cause to be delivered a written
notice to the Companys Corporate Secretary. The Secretary of the Company
must receive such written notice no later than 120 days prior to the day
corresponding to the date on which the Company released the proxy statement for
the previous year. However, if the date of the annual meeting is changed by more
than 30 days from the date of the previous years annual meeting, the
written notice must be received by the Companys Corporate Secretary at a
reasonable time prior to the time at which notice of such meeting is delivered
to stockholders.

The
notice shall specify: (a) the name and address of the stockholder as they
appear on the books of the Company; (b) the class and number of shares of
the Companys stock that are beneficially owned by the stockholder;
(c) for each nomination sought to be made, a description of the
qualifications and business or professional experience of each proposed nominee
together with the reasons for each nomination; and (d) a statement signed
by each nominee indicating his or her willingness to serve if elected, and
disclosing the information about him or her that is required by the Exchange
Act, and the rules and regulations promulgated thereunder to be disclosed in the
proxy materials for such meeting.

|  
|--
|92
|  

The
committee also has the authority under its Charter to retain a search firm to
assist it in finding appropriate nominees for election to the Board of
Directors.

During
the 2005 fiscal year, the Board of Directors met four times. The Audit Committee
met four times in 2005. The Compensation Committee met four times in 2005. The
Nominating and Corporate Governance Committee met two times in 2005. During
2005, each of the directors attended at least seventy-five percent of the
aggregate number of meetings of the Board of Directors and the committees on
which they serve. The Company also encourages all directors to attend the annual
meeting of stockholders. Seven directors attended our 2005 annual meeting of
stockholders.

In
light of the Merger, our Board of Directors does not intend to call an annual
meeting of stockholders for the election of directors in 2006 unless the Merger
is not consummated.

Section 16(A)
Beneficial Ownership Reporting Compliance

Section
16(a) of the Exchange Act requires the Companys executive officers
and directors, and persons who own more than ten percent of a registered class
of the Companys equity securities, to file with the Securities and
Exchange Commission and The Nasdaq Stock Market reports of ownership of the
Companys securities and changes in reported ownership. Executive officers
and directors and greater than ten percent stockholders are required by SEC
rules to furnish the Company with copies of all Section 16(a) reports they
file.

Based
solely on a review of the copies of such forms furnished to the Company, we
believe that during the fiscal year ended December 31, 2005, all Section
16(a) filing requirements applicable to the Companys officers,
directors and greater than ten percent beneficial owners were complied with in a
timely manner, except for one Form 4 for one transaction by Mr. Connealy.

Code of Ethics

We
have adopted a Code of Business Conduct and Ethics that applies to our Chief
Executive Officer, Chief Financial Officer, and all other officers, employees
and directors. The Code may be viewed on our website at www.goldbanc.com.

|ITEM 11. | EXECUTIVE
COMPENSATION
|-------- | ----------------------

Compensation of
Directors

Non-employee
directors of the Company receive (a) annual retainers of $18,000,
(b) $1,500 per board meeting attended in person and $750 per telephonic
board meeting, and (c) $1,250 per committee meeting attended in person and
$500 per telephonic committee meeting. Each committee chairman also receives an
additional annual retainer of $5,000. Each member of the Companys Audit
Committee receives an annual retainer of $6,000, and the designated financial
expert on the Audit Committee receives an additional annual retainer of $12,500.
The non-executive Chairman of the Board also receives an annual retainer of
$25,000.

In
2005, non-employee directors received options to purchase 5,000 shares of the
Companys common stock at an exercise price of $14.40 per share for serving
on the Board of Directors. All options granted to non-employee directors vested
and became fully exercisable upon the approval of the Merger by the
Companys stockholders. In addition, the Company reimburses directors for
expenses incurred in connection with attendance at meetings of the Board of
Directors and committees thereof. Employees of the Company receive no additional
compensation for serving as a director. No director options will be granted in
2006.

Compensation of
Executives

The
table below sets forth information concerning the annual and long-term
compensation paid to or earned by (i)  the individual serving as the
Companys Chief Executive Officer during 2005 and (ii) the four most
highly compensated executive officers of the Company who were serving as
executive officers on December 31, 2005.

|  
|--
|93
|  

|                            | Annual Compensation |  | Long TermCompensation Awards |  | 
|--------------------------- | ------------------- |  | ---------------------------- |  | 
|
|                            |                    
|Malcolm M. Aslin (5)        |                     |  | 2005                         |  | 
|Chief Executive Officer,    |                     |  | 2004                         |  | 
|President                   |                     |  | 2003                         |  | 
|                            |                     | 
|Richard J. Tremblay         |                     | 
|Executive Vice President,   |                     |  | 2005                         |  | 
|Chief Financial Officer and |                     |  | 2004                         |  | 
|Corporate Secretary         |                     |  | 2003                         |  | 
|                            |                     | 
|Roger M. Arwood (6)         |                     |  | 2005                         |  | 
|Executive Vice President    |                     | 
|                            |                     | 
|Ted J. Lister, Jr           |                     |  | 2005                         |  | 
|Senior Vice President,      |                     |  | 2004                         |  | 
|Human Resources             |                     |  | 2003                         |  | 
|                            |                     | 
|Jerry L. Neff (7)           |                     |  | 2005                         |  | 
|Chief Consumer Banking and  |                     |  | 2004                         |  | 
|Wealth Management Officer   |                     |  | 2003                         |  | 

| | (1) | Represents
amounts earned in fiscal year.
| | --- | -----------------------------------------

| | (2) | On October 22, 2003, each of the executive
officers in the table above, except Mr. Arwood, were granted restricted stock and restricted stock units.
Mr. Aslin was granted 100,000 shares of restricted stock and 66,667 restricted stock units.
Mr. Tremblay was granted 60,000 shares of restricted stock and 40,000 restricted stock units.
Messrs. Lister and Neff were each awarded 6,000 shares of restricted stock and 4,000 restricted stock
units. The value of these awards as included in the table above reflects a price per share and per unit value
of $14.06 based upon the closing price of the Companys common stock on the date of grant. On January 1,
2004, Mr. Aslin was granted 32,000 shares of restricted stock and 21,333.33 restricted stock units. The value
of this award as included in the table above reflects a price per share and per unit value of $14.06 based
upon the closing price of the Companys common stock on the date of grant. On January 19, 2005, Mr. Aslin
was granted 15,000 shares of restricted stock and 10,000 restricted stock units, and Mr. Tremblay was granted
9,000 shares of restricted stock and 6,000 restricted stock units, Mr. Neff was granted 6,000 shares of
restricted stock and 4,000 restricted stock units, and Mr. Lister was granted 3,000 shares of restricted stock
and 2,000 restricted stock units. The value of these awards as included in the table above reflects a price
per share and per unit value of $14.16 based upon the closing price of the Companys common stock on the
date of grant. On June 1, 2005, Mr. Arwood was granted 24,000 shares of restricted stock and 16,000 restricted
stock units. The value of this award as included in the table above reflects a price per share and per unit
value of $14.00 based upon the closing price of the Companys common stock on the date of grant. As of
December 31, 2005 Mr. Aslin held 15,000 shares of restricted stock and 10,000 restricted stock units with an
aggregate value on that date of $455,500. As of December 31, 2005, Mr. Tremblay held 9,000 shares of
restricted stock and 6,000 restricted stock units with an aggregate value on that date of $273,300. As of
December 31, 2005 Mr. Lister held 9,000 shares of restricted stock and 6,000 restricted stock units with an
aggregate value on that date of $273,300. As of December 31, 2005 Mr. Neff held 12,000 shares of restricted
stock and 8,000 restricted stock units with an aggregate value on that date of $364,400. As of December 31,
2005 Mr. Arwood held 24,000 shares of restricted stock and 16,000 restricted stock units with an aggregate
value on that date of $728,800. The foregoing officers will receive dividends on such restricted stock at the
same rate paid to our other stockholders.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|  
|--
|94
|  

| | (3) | Includes contributions to the
Companys Employees Stock Ownership Plan during the year for the previous year, matching
contributions under the Companys 401(k) Plan, supplemental disability insurance, imputed income for
group term life insurance in excess of $50,000, and personal use of a Company owned automobile or an
automobile allowance.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes contributions to the
Companys Employees Stock Ownership Plan during the year for the previous year, matching
contributions under the Companys 401(k) Plan, supplemental disability insurance, and imputed income for
group term life insurance in excess of $50,000.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Mr. Aslin became the Companys Chief Executive Officer effective as of
March 17, 2003.
| | --- | --------------------------------------------------------------------------------------

| | (6) | Mr. Arwood became an employee of the Company on June 1, 2005. On March 3, 2006
Mr. Arwood voluntarily resigned from the Company, effective March 3, 2006.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Mr. Neff became an officer of the Company on October 29, 2004.
| | --- | --------------------------------------------------------------

Compensation
Committee Interlocks and Insider Participation

D. Patrick Curran, who serves on
our Board of Directors and is Chairman of the Compensation Committee and a member of the Nominating and
Corporate Governance Committee, is a 20% equity owner in a small business investment company
(SBIC) in which we had an investment balance of $2.8 million and $2.0 million at December 31, 2005
and 2004, respectively. Mr. Curran is also a 20% equity owner of the entity that manages the SBIC. We are a
minority investor in the SBIC. The SBIC paid management fees to the management company of approximately $2.0
million and $1.7 million in 2005 and 2004, respectively. For additional information regarding our investment
in the SBIC, see Note 1(o) to the consolidated financial statements included in Item 8 of this report. We do
not believe that our investment in the SBIC affects the independent judgment of Mr. Curran as a member of the
Board of Directors, Chairman of the Compensation Committee or a member of the Nominating and Corporate
Governance Committee.

During
the fiscal year ended December 31, 2005, there were no other interlocking
relationships between any executive officers of the Company and any entity whose
directors or executive officers serve on the Boards Compensation
Committee, nor did any current or past officers of the Company serve on the
Compensation Committee.

Option Exercises
in Last Fiscal Year and Fiscal Year End Option Values

The
following table provides information about the number and value of unexercised
in-the-money options held by the named executive officers as of December 31,
2005.

|  
|--
|95
|  

|Name                |  | Shares Acquiredon Exercise | ValueRealized | Number of SecuritiesUnderlying UnexercisedOptions at Fiscal Year-EndExercisable/Unexercisable | Value of UnexercisedIn-the-Money Options atFiscal Year-End(1)Exercisable/Unexercisable
|------------------- |  | -------------------------- | ------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------
|                   
|Malcolm M. Aslin    |  |                            | 0             |                                                                                               |                                                                                       
|Richard J. Tremblay |  |                            | 0             |                                                                                               |                                                                                       
|Ted J. Lister, Jr   |  |                            | 0             |                                                                                               |                                                                                       
|Jerry L. Neff       |  |                            | 0             |                                                                                               |                                                                                       
|Roger M. Arwood     |  |                            | 0             |                                                                                               |                                                                                       

---

|(1) | These values were calculated based on the
difference between the exercise price and an assumed common stock value of $18.22 per share, which was the
closing price of our common stock on The Nasdaq National Market on December 30, 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Compensation Committee has historically granted stock options as a means of
providing long-term incentives to employees. In 2003 the committee began
granting awards of restricted stock and restricted stock units to certain of The
Companys executive officers in lieu of stock options. These grants benefit
the recipients by enabling the recipients to receive the appreciation in the
value of the Companys common stock, thus providing additional long-term
incentives. In addition, the vesting of awards made to our Chief Executive
Officer and Chief Financial Officer are tied to the price of our common stock,
thereby aligning the interests of these officers with our stockholders.
Restricted stock units also provide an equity-based compensation that may not
result in dilution of our stockholders as such awards may be paid out in cash
upon vesting.

Employment
Contracts

Malcolm
M. Aslin. Mr. Aslin has entered into an employment agreement with the
Company. The term of Mr. Aslins agreement is a rolling two year term
(at all times the agreement is deemed to have a two year term from any date that
occurs within the term of the agreement). The agreement provides that
Mr. Aslin will be the President and Chief Executive Officer of the Company
and be a member of the Companys Board of Directors. Pursuant to his
employment agreement with the Company, his base compensation may be modified
from time to time by the Board of Directors of the Company, but will not be less
than $425,000. Mr. Aslin is also entitled to participate in the executive
performance incentive program. The agreement may be terminated by the Company or
Mr. Aslin, without cause, by giving 30 days written notice to the
other party. If the agreement is terminated by the Company other than for
cause (as defined in the agreement), the Company will continue to
pay the base compensation to Mr. Aslin for two years from the effective
date of the termination of employment. If Mr. Aslin is terminated for
cause, or he voluntarily terminates the agreement, then he will only
receive compensation though the effective date of termination of employment. If
a Change in Control (as defined below) of the Company occurs and
Mr. Aslins employment with the Company is terminated for any reason,
the Company is obligated to pay Mr. Aslin two times his annual base
compensation in effect as of the date the Change in Control is consummated. A
Change in Control of the Company will be deemed to occur upon (a) a change
in control of the Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under
the Securities Exchange Act of 1934, (b) the hostile replacement of at
least the majority of the Board of Directors, (c) the approval by the
Companys stockholders of a plan of liquidation or dissolution of the
Company or the sale of all or substantially all of the assets of the Company, or
(d) a person acquiring 20% or more in number or voting power of the common
stock of the Company.

Richard
J. Tremblay. Mr. Tremblay entered into a change in control agreement
with the Company on November 5, 2003. The term of this agreement continues
throughout the duration of Mr. Tremblays employment by the Company
unless earlier terminated. Either party may terminate the agreement without
cause by giving 30 days written notice to the other party. Further, the
Company may terminate the agreement for cause (as defined in the
agreement) without notice. If Mr. Tremblay is terminated for cause, then he
will only receive compensation through the effective date of termination. If a
Change in Control in the Company (as defined in the agreement) occurs during the
term of this Agreement and Mr. Tremblays employment terminates for
any reason (other than his death) at any time within 12 months after the Change
in Control is consummated, then Mr. Tremblay will be entitled to receive a
lump sum payment, in cash, in an amount equal to the annual base compensation in
effect for Mr. Tremblay as of the date the Change in Control is
consummated.

Roger
M. Arwood. Mr. Arwood entered into a Change in Control agreement with the
Company on November 4, 2005, effective as of June 1, 2005. Pursuant to that
agreement, if Mr. Arwood resigns from his employment with the Company for
good reason (as defined in the agreement), or his employment is
terminated other than for cause (as defined in the agreement) during
the two years following a Change in Control of the Company, then Mr. Arwood is
entitled to receive in cash and in one lump sum an amount equal to one
years base compensation in effect as of the date of the change in control.
On March 3, 2006, Mr. Arwood and the Company entered into a supplement to the
agreement pursuant to which Mr. Arwood voluntarily resigned from the Company
effective March 3, 2006. Pursuant to the supplemental agreement, the Company
agreed to pay to Mr. Arwood a termination payment in the amount of $265,000 as
provided for in the Change in Control agreement if the Merger closes and becomes
effective on or before December 31, 2006.

|  
|--
|96
|  

Jerry
L. Neff. Mr. Neff entered into an employment agreement with Gold Bank
on April 18, 2002. The term of this agreement is for a period of two years and
is automatically renewable for successive two-year periods on each anniversary
of the effective date. Either party may terminate the agreement without cause by
giving 30 days written notice to the other party. Further, Gold Bank may
terminate the agreement for cause (as defined in the agreement)
without notice. If Mr. Neffs employment is terminated by the Bank for
any reason (other than for cause), Mr. Neff shall be entitled to receive a
lump sum payment equal to 12 months base compensation based upon the
average for the two then most recent years annual base compensation.

|ITEM 12. | SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The
following table sets forth information as of March 2, 2006 regarding the shares
of common stock beneficially owned by (a) each person known by the Company
to be the beneficial owner of 5% or more of the Companys outstanding
common stock, (b) each of the directors of the Company, (c) each of
the executive officers of the Company named in the Summary Compensation Table
and (d) all directors and executive officers of the Company as a group.
Unless otherwise indicated, the named beneficial owner has sole voting and
investment power over the shares listed.

|Name and Address of Beneficial Owner      | Amount and Nature ofBeneficial Ownership | Percent of Class | 
|----------------------------------------- | ---------------------------------------- | ---------------- | 
|Malcolm M. Aslin (1)                      |                                          |                  | 
|Richard J. Tremblay (2)                   |                                          |                  | 
|Donald C. McNeill (3)                     |                                          |                  | 
|J. Gary Russ (4)                          |                                          |                  | 
|Allen D. Petersen (5)                     |                                          |                  | 
|William Randon (6)                        |                                          |                  | 
|D. Patrick Curran (7)                     |                                          |                  | 
|Daniel P. Connealy (8)                    |                                          |                  | 
|Robert J. Gourley (9)                     |                                          |                  | 
|Jerry L. Neff (10)                        |                                          |                  | 
|Ted J. Lister, Jr. (11)                   |                                          |                  | 
|Roger M. Arwood (12)                      |                                          |                  | 
|Wellington Management Company, LLP(13)    |                                          |                  | 
|75 State Street                           |                                          |                 
|Boston, MA 02109                          |                                          |                 
|Barclays Global Investors Japan Trust and |                                          |                  | 
|Banking Company Limited(14)               |                                          |                 
|Ebisu Prime Square Tower 8th Floor        |                                          |                 
|1-1-39 Hiroo Shibuya-Ku                   |                                          |                 
|Tokyo 150-0012 Japan                      |                                          |                 
|                                         
|Directors, nominees and executive         |                                          |                  | 
|officers as a group (12 persons)          |                                          |                 

---

|* | Less
than 1%
|- | ------------

|(1) | Includes: (a) 147,000 shares owned by
Mr. Aslin, (b) 8,000 shares held jointly with Mr. Aslins spouse, (c) 630 shares held by Mr.
Aslins spouse in an IRA, (d) 11,389 held by Mr. Aslin in an IRA, (d) 4,822 shares held in Mr.
Aslins name under the Companys Employees Stock Ownership Plan, (f) 1,037 shares held in
Mr. Aslins name under the Companys 401(k) Plan, and (g) 182,500 shares that can be acquired
pursuant to options.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes: (a) 93,824 shares owned by
Mr. Tremblay, (b) 697 shares held in Mr. Tremblays name under the Companys Employees
Stock Ownership Plan, and (c) 40,000 shares that can be acquired pursuant to options.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|  
|--
|97
|  

|(3) | Includes: (a) 786,973 shares held by
a family limited partnership of which Mr. McNeill is president of the general partner, (b) 82 shares held
by Mr. McNeill in an IRA, and (c) 27,500 shares that can be acquired pursuant to options.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes: (a) 169,814 shares owned by
J. Gary Russ, (b) 22,374 shares owned by J. Gary Russ and Christine Russ as joint tenants,
(c) 20,000 shares owned by J. Gary Russ and Cathryne Russ as joint tenants, (d) 826 shares owned by
Mr. Russ spouse, (e) 94,995 shares owned by Russ Citrus Groves, Ltd., of which Mr. Russ is a
General Partner, and (f) 38,768 shares that can be acquired pursuant to options.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes: (a) 68,900 shares owned by
Mr. Petersen, (b) 300,000 shares owned by Draupnir, LLC, of which Mr. Petersen is a member,
(c) 241,828 shares owned by The Lifeboat Foundation, for which Mr. Petersen is one of three
directors, and (d) 37,500 shares that can be acquired pursuant to options.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes: (a) 322,956 shares owned by
Mr. Randon, and (b) 22,500 shares that can be acquired pursuant to options.
|--- | -----------------------------------------------------------------------------------------------------------------

|(7) | Includes: (a) 103,552 shares owned by
Mr. Curran, (b) 74,140 shares in irrevocable trusts for Mr. Currans children,
(c) 100,000 shares held by C3 Holdings, LLC, of which Mr. Curran is a member, and (d) 27,500 shares
that can be acquired pursuant to options.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes: (a) 15,000 shares owned by
Mr. Connealy, and (b) 12,500 shares that can be acquired pursuant to options.
|--- | ------------------------------------------------------------------------------------------------------------------

|(9) | Includes: (a) 20,328 shares owned by
Mr. Gourley, (b) 135,000 shares held by Mr. Gourleys family charitable foundation,
(c) 50,000 shares held by Mr. Gourley jointly with his spouse, and (d) 12,500 shares that can
be acquired pursuant to options.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Includes: (a) 20,000 shares owned by
Mr. Neff, (b) 19,527 shares held by Mr. Neff in an IRA, (c) 3,113 shares held in
Mr. Neffs name under the Companys Employees Stock Ownership Plan, (d) 15,734
shares held jointly with Mr. Neffs spouse, and (e) 24,140 shares that can be acquired pursuant
to options.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Includes: (a) 15,000 shares owned by
Mr. Lister, (b) 32 shares held in Mr. Listers name under the Companys 401(k) Plan,
and (c) 11,000 shares that can be acquired pursuant to options.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Includes 24,000
shares owned by Mr. Arwood. Mr. Arwood resigned from the  Company effective March 3,
2006.
|---- | ----------------------------------------------------------------------------------------------------------

|(13) | Based solely on disclosures made by
Wellington Management Company, LLP, filing as an investment adviser, in a report on Schedule 13G filed with
the Securities and Exchange Commission. Wellington Management Company, LLP has shared voting and investment
power over certain of the shares.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Based solely on disclosures made by
Barclays Global Investors Japan Trust and Banking Company Limited in a report on Schedule 13G/A filed with the
Securities and Exchange Commission.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
following table presents information as of December 31, 2005 relating to our
1996 Equity Compensation Plan and the stock option plans that we 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. On January 25, 2006, the affirmative vote on the Merger
resulted in all of the following options becoming fully vested.

|Plan category                          | (a) Number ofsecurities to beissued upon exerciseof outstandingoptions, warrants andrights | (b) Weighted-averageexercise price ofoutstandingoptions, warrantsand rights | (c) Number ofsecurities remainingavailable for futureissuance underequity compensationplans (excludingsecurities reflectedin column (a))
|-------------------------------------- | ------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by  |                                                                                            |                                                                             |                                                                                                                                         
|security holders                       |                                                                                            | 770,391                                                                     |                                                                                                                                         
|                                       |                                                                                           
|Equity compensation plans not approved |                                                                                           
|by security holders                    |                                                                                            |                                                                            |                                                                                                                                         
|                                       |                                                                                            |                                                                             |                                                                                                                                         
|Total                                  |                                                                                            | 770,391                                                                     |                                                                                                                                         
|                                       |                                                                                            |                                                                             |                                                                                                                                         

|  
|--
|98
|  

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 us in
connection with the acquisition of American Bank, Bradenton, Florida on March
20, 2000) and our 1996 Equity Compensation Plan. We have not issued any
additional options under any plan other than our 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 101,051 shares
with a weighted-average exercise price of $6.11. 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 our outstanding
options, warrants and rights and the weighted-average exercise price of these
options, warrants and rights, under our 1996 Equity Compensation Plan, are
669,340 shares and $8.69, respectively.

Effect of Merger

At
the Effective Time of the Merger, M&I will assume the option plans of the
Company listed on Schedule 5.7(a) of the Seller Disclosure Schedule to the
Merger Agreement(the Option Plans) and all of the Companys
obligations thereunder. At the Effective Time, each outstanding option issued
pursuant to the Option Plans (each, an Option) shall be deemed to
constitute an option to acquire, on the same terms and conditions as were
applicable under such Option (including, without limitation, the time periods
allowed for exercise), a number of shares of M&I common stock equal to the
product of (i) the sum of (A) the Stock Amount and (B) the Additional Stock
Amount, if any, and (C) the quotient calculated by (I) dividing the Cash Amount
(II) the Valuation Period Market Value (rounded to the nearest ten-thousandth of
a share) (as such terms are defined in the Merger Agreement), and (ii) the
number of shares of Company common stock subject to such Option (provided that
any fractional shares of M&I common stock resulting from such calculation
shall be rounded up to the nearest whole share), at a price per share equal to
the aggregate exercise price for the shares of Company common stock subject to
such Option divided by the number of shares of M&I common stock subject to
such assumed Option.

M&I
shall take all corporate action necessary to reserve for issuance a sufficient
number of shares of M&I common stock for delivery upon exercise of the
Options adjusted in accordance with these provisions. M&I shall file one or
more registration statements on Form S-8 (or any successor form) or another
appropriate form, promtply after the Effective Time, with respect to M&I
common stock subject to such Options and shall use its reasonable efforts to
maintain the effectiveness of such registration statement or registration
statements (and maintain the current status of the related prospectus or
prospectuses) for so long as such Options remain outstanding. With respect to
those individuals who subsequent to the Merger will be subject to the reporting
requirements under Section 16(a) of the Exchange Act, M&I shall administer
the Option Plans assumed pursuant to these provisions in a manner that complies
with Rule 16b-3 promulgated under the Exchange Act to the extent the Option
Plans complied with such rule prior to the Merger. These options became fully
vested on January 25, 2006 with the affirmative vote of our shareholders on the
Merger.

|  
|--
|99
|  

|ITEM 13. | CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

Loans to Executive
Officers, Directors and Principal Stockholders

Certain
of the officers, directors and principal stockholders of the Company and the
Bank, and members of their immediate families and businesses in which these
individuals hold controlling interests, are customers of the Bank. Credit
transactions with these parties are subject to review by the Board of Directors
of the Bank.

All
outstanding loans and extensions of credit by the Bank to these parties were
made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and, in the opinion of management,
did not and do not involve more than the normal risk of collectibility or
present other features unfavorable to the Bank. None of the loans to the
directors and executive officers of the Company have been classified by
regulatory authorities. The aggregate balance of loans and advances under
existing lines of credit to these parties was $31.7 million and $30.2 million at
December 31, 2005 and 2004, respectively.

For
information about an investment we made in a small business investment company
in which one of our directors owns a minority interest, see Item 11,
Executive Compensation  Compensation Committee Interlocks and
Insider Participation.

|ITEM 14. | PRINCIPAL
ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

Audit and
Non-Audit Fees

The
following table presents fees for professional audit services rendered by KPMG
LLP, independent registered public accounting firm, for the audit of the
Companys annual financial statements and internal control over financial
reporting for 2005 and 2004, and fees billed for other services rendered by KPMG
LLP. The audit committee pre-approves all of the services to be provided by KPMG
and does not have a formal pre-approval policy for any non-audit services to be
provided by the independent registered public accounting firm.

|                                        | 2005 |  | 2004 |        
|--------------------------------------- | ---- |  | ---- | -------
|                                        |     
|Audit fees, excluding audit related (1) |      |  | $    | 635,400
|All other fees:                         |      | 
|Audit related fees (2)                  |      |  |      | 63,955 
|Tax (3)                                 |      |  |      | 153,908
|Other (4)                               |      |  |      |       

---

|(1) | Audit fees consisted principally of the
audits of the Companys 2005 and 2004 consolidated financial statements, the audit of the effectiveness
of the Companys internal control over financial reporting in 2005, and review of the Companys 2005
and 2004 quarterly reports on Form 10-Q.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit related fees consisted of audits of
the Companys employee benefit plans as well as accounting consultation services.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(3) | Tax fees consists of fees related to
the preparation and review of the Companys federal and state income tax returns and tax consulting
services.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Fees associated with risk assessment of
information technology of the Bank.
|--- | ---------------------------------------------------------------------------

|   
|---
|100
|   

PART IV

|ITEM 15. | EXHIBITS
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:

Report of Independent Registered
Public Accounting Firm

Consolidated Balance Sheets as
of December 31, 2005 and 2004

Consolidated Statements of
Operations for the years ended December 31, 2005, 2004 and 2003

Consolidated Statements of
Stockholders Equity and Comprehensive Income (loss) for the years ended December 31, 2005, 2004 and
2003

Consolidated Statements of Cash
Flows for the years ended December 31, 2005, 2004 and 2003

Notes to Consolidated Financial
Statements

| | (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 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 incorporated by reference herein.)
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.3 | Branch Purchase and Assumption Agreement
between Gold Bank and Olney Bancshares of Texas, Inc., dated January 12, 2005 (Previously filed as Exhibit
10.1 to our Current Report on Form 8-K filed on January 18, 2005 and incorporated herein by
reference.)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.4 | Agreement and Plan of Merger, dated
November 9, 2005, between Gold Banc Corporation, Inc. and Marshall & Ilsley Corporation, relating to the
merger of Gold Banc Corporation, Inc. with and into Marshall & Ilsley Corporation (Previously filed as
Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 10, 2005 and incorporated by
reference herein.)
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.5 | Stockholder Voting Agreement, dated
November 9, 2005, among Marshall & Ilsley Corporation and the Gold Banc Stockholders, relating to the
agreement of the Stockholders to vote in favor of the merger (Previously filed as Exhibit 10.2 to our Current
Report on Form 8-K filed with the SEC on November 10, 2005 and incorporated by reference herein.)
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1 | Restated Articles of Incorporation of Gold
Banc Corporation, Inc. (Previously filed as Exhibit 3.(A) to our Registration Statement on Form SB-2 (File No.
333-12377) and 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 incorporated herein by reference.)
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.3 | Amended and Restated Bylaws of Gold Banc
Corporation, Inc. (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 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. 33312377) and incorporated
herein by reference.)
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   
|---
|101
|   

|4.2 | Rights Agreement dated October 13, 1999,
between Gold Banc Corporation, Inc. 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 incorporated herein by
reference.)
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 | Amendment No. 1 to Rights Agreement dated
as of February 24, 2004, between Gold Banc Corporation, Inc. and American Stock Transfer and Trust, as Rights
Agent (Previously filed as Exhibit 4.2.1 to our Annual Report on Form 10-K filed with the SEC on March 15,
2004 and incorporated herein by reference.)
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.4 | Amended and Restated Declaration of Trust,
dated March 15, 2004, between Gold Banc Corporation, Inc. and JPMorgan Chase Bank, as Trustee, relating to
Gold Banc Trust III (Previously filed as Exhibit 4.4 to our Annual Report on Form 10-K filed with the SEC on
March 16, 2005 and incorporated herein by reference.)
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 | Guarantee Agreement, dated March 15, 2004,
between Gold Banc Corporation, Inc., as Guarantor, and JPMorgan Chase Bank, as Trustee, relating to Gold Banc
Trust III (Previously filed as Exhibit 4.5 to our Annual Report on Form 10-K filed with the SEC on March 16,
2005 and incorporated herein by reference.)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 | Indenture, dated March 15, 2004, between
Gold Banc Corporation, Inc. and JPMorgan Chase Bank, as Trustee, relating to Gold Banc Trust III (Previously
filed as Exhibit 4.6 to our Annual Report on Form 10-K filed with the SEC on March 16, 2005 and incorporated
herein by reference.)
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.7 | Amended and Restated Declaration of Trust,
dated March 15, 2004, between Gold Banc Corporation, Inc. and Wilmington Trust Company, as Trustee, relating
to Gold Banc Trust IV (Previously filed as Exhibit 4.7 to our Annual Report on Form 10-K filed with the SEC on
March 16, 2005 and incorporated herein by reference.)
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.8 | Guarantee Agreement, dated March 15, 2004,
between Gold Banc Corporation, Inc., as Guarantor, and Wilmington Trust Company, as Trustee, relating to Gold
Banc Trust IV (Previously filed as Exhibit 4.8 to our Annual Report on Form 10-K filed with the SEC on March
16, 2005 and incorporated herein by reference.)
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.9 | Indenture, dated March 15, 2004, between
Gold Banc Corporation, Inc. and Wilmington Trust Company, as Trustee, relating to Gold Banc Trust
IV(Previously filed as Exhibit 4.9 to our Annual Report on Form 10-K filed with the SEC on March 16, 2005 and
incorporated herein by reference.)
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.10 | Amended and Restated Declaration of Trust,
dated November 10, 2004, between Gold Banc Corporation, Inc, and JPMorgan Chase Bank, as Trustee, relating to
Gold Banc Capital Trust V (Previously filed as Exhibit 4.10 to our Annual Report on Form 10-K filed with the
SEC on March 16, 2005 and incorporated herein by reference.)
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.11 | Guarantee Agreement, dated November 10,
2004, between Gold Banc Corporation, Inc., as Guarantor, and JPMorgan Chase Bank, as Trustee, relating to Gold
Banc Capital Trust V (Previously filed as Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on
March 16, 2005 and incorporated herein by reference.)
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.12 | Indenture, dated November 10, 2004,
between Gold Banc Corporation, Inc. and JPMorgan Chase Bank, as Trustee, relating to Gold Banc Capital Trust V
(Previously filed as Exhibit 4.12 to our Annual Report on Form 10-K filed with the SEC on March 16, 2005 and
incorporated herein by reference.)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 | 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 incorporated herein by reference.)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.2 | 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 and incorporated herein by
reference.)
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.3 | 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 on November 14, 2003 and incorporated herein by
reference.)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.4 | Employment Agreement dated April 15, 2002,
between Gold Bank and Jerry L. Neff (Previously filed as Exhibit 10.4 to our Annual Report on Form 10-K filed
with the SEC on March 16, 2005 and incorporated herein by reference.)
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.5 | Gold Banc Corporation, Inc. 1996 Equity
Compensation Plan. (Previously filed as Exhibit 10. (C) to our Registration Statement on Form SB-2 and
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 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 incorporated herein by reference).
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.8 | 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 and incorporated herein by reference.)
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   
|---
|102
|   

|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 and incorporated herein by reference.)
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 | ISDA Master Agreement (Local
currency-Single Jurisdiction), dated as of November 16, 2002, between Wachovia Bank, National Association and
Gold Bank-Kansas, including the Schedule to the ISDA Master Agreement (Previously filed as Exhibit 10.10 to
our Annual Report on Form 10-K filed with the SEC on March 16, 2005 and incorporated herein by
reference.)
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.11 | ISDA Credit Support Annex (Bilateral
Form), dated as of November 16, 2004, between Wachovia Bank, National Association and Gold Bank-Kansas,
including the paragraph 13 attachment thereto (Previously filed as Exhibit 10.11 to our Annual Report on Form
10-K filed with the SEC on March 16, 2005 and incorporated herein by reference.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.12 | Confirmation, dated as of December 6,
2004, from Wachovia Bank, National Association to Gold Bank-Kansas, relating to an interest rate swap
transaction with a notional amount of USD $60,000,000 and a termination date of December 1, 2010 (Previously
filed as Exhibit 10.12 to our Annual Report on Form 10-K filed with the SEC on March 16, 2005 and incorporated
herein by reference.)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.13 | Amended Confirmation, dated as of December
1, 2004, from Citibank, N.A. to Gold Bank-Kansas, relating to an interest rate swap transaction with a
notional amount of USD $60,000,000 and a termination date of December 1, 2009 (Previously filed as Exhibit
10.13 to our Annual Report on Form 10-K filed with the SEC on March 16, 2005 and incorporated herein by
reference.)
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.14 | Amended Confirmation, dated as of December
1, 2004, from Citibank, N.A. to Gold Bank-Kansas, relating to an interest rate swap transaction with a
notional amount of USD $70,000,000 and a termination date of December 1, 2011 (Previously filed as Exhibit
10.14 to our Annual Report on Form 10-K filed with the SEC on March 16, 2005 and incorporated herein by
reference.)
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.15 | Restricted Stock Agreement, dated February
5, 2004, between the Company and Malcolm M. Aslin (Previously filed as Exhibit 10.24 to our Annual Report on
Form 10-K filed on March 15, 2004 and incorporated herein by reference.)
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.16 | Restricted Stock Agreement, dated February
5, 2004, between the Company and Malcolm M. Aslin (Previously filed as Exhibit 10.25 to our Annual Report on
Form 10-K filed on March 15, 2004 and incorporated herein by reference.)
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.17 | Restricted Stock Unit Agreement, dated
February 5, 2004, between the Company and Malcolm M. Aslin (Previously filed as Exhibit 10.26 to our Annual
Report on Form 10-K filed on March 15, 2004 and incorporated herein by reference.)
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.18 | Restricted Stock Unit Agreement, dated
February 5, 2004, between the Company and Malcolm M. Aslin (Previously filed as Exhibit 10.27 to our Annual
Report on Form 10-K filed on March 15, 2004 and incorporated herein by reference.)
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.19 | Restricted Stock Agreement, dated February
5, 2004, between the Company and Rick Tremblay (Previously filed as Exhibit 10.28 to our Annual Report on Form
10-K filed on March 15, 2004 and incorporated herein by reference.)
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.20 | Restricted Stock Unit Agreement, dated
February 5, 2004, between the Company and Rick Tremblay (Previously filed as Exhibit 10.29 to our Annual
Report on Form 10-K filed on March 15, 2004 and incorporated herein by reference.)
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.21 | Gold Banc Corporation, Inc. Restricted
Stock Award Agreement (Previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 3,
2005 and incorporated herein by reference.)
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.22 | Gold Banc Corporation, Inc. Restricted
Stock Unit Award Agreement (Previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on
February 3, 2005 and incorporated herein by reference.)
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.23 | Loan Agreement between Bank One, NA and
Gold Banc Corporation, Inc., dated as of October 1, 2004 (Previously filed as Exhibit 10.30 to our Quarterly
Report on Form 10-Q filed on November 9, 2004 and incorporated herein by reference.)
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.24 | Pledge and Security Agreement dated as of
October 1, 2004, by GBC Kansas, Inc. for the benefit of Bank One, NA (Previously filed as Exhibit 10.31 to our
Quarterly Report on Form 10-Q filed on November 9, 2004 and incorporated herein by reference.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.25 | Loan Agreement dated as of October 1, 2004
between Gold Banc Corporation, Inc. Employee Stock Ownership Plan and Trust and Bank One, NA (Previously filed
as Exhibit 10.32 to our Quarterly Report on Form 10-Q filed on November 9, 2004 and incorporated herein by
reference.)
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   
|---
|103
|   

|10.26 | ESOP Pledge and Security Agreement, dated
as of October 1, 2004, by Gold Banc Corporation, Inc. Employee Stock Ownership Plan and Trust for the benefit
of Bank One, NA (Previously filed as Exhibit 10.33 to our Quarterly Report on Form 10-Q filed on November 9,
2004 and incorporated herein by reference.)
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.27 | Third Party Pledge and Security Agreement
dated as of October 1, 2004, by GBC Kansas, Inc. for the benefit of Bank One, NA (Previously filed as Exhibit
10.34 to our Quarterly Report on Form 10-Q filed on November 9, 2004 and incorporated herein by
reference.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.28 | Guarantee made as of October 1, 2004 by
each of Gold Banc Corporation, Inc. and GBC Kansas, Inc. in favor of Bank One, NA (Previously filed as Exhibit
10.35 to our Quarterly Report on Form 10-Q filed on November 9, 2004 and incorporated herein by
reference.)
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.29 | Agreement for Advances and Security
Agreement with Blanket Floating Lien, dated December 21, 1994, between American Bank of Bradenton and the
Federal Home Loan Bank of Atlanta (Previously filed as Exhibit 10.29 to our Annual Report on Form 10-K filed
with the SEC on March 16, 2005 and incorporated herein by reference.)
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.30 | Acknowledgment and Assumption Agreement,
dated as of October 27, 2004, between Gold Bank and the Federal Home Loan Bank of Atlanta (Previously filed as
Exhibit 10.30 to our Annual Report on Form 10-K filed with the SEC on March 16, 2005 and incorporated herein
by reference.)
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.31 | Settlement Agreement entered into November
10, 2004, between the United States of America and Gold Banc Corporation, Inc. (Previously filed as Exhibit
10.1 to our Current Report on Form 8-K filed on November 22, 2004 and incorporated herein by
reference.)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.32 | Settlement Agreement entered into October
29, 2004, between Roger L. Ediger and Gold Banc Corporation, Inc. (Previously filed as Exhibit 10.2 to our
Current Report on Form 8-K filed on November 22, 2004 and incorporated herein by reference.)
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.33 | Order of Dismissal by the United States
District Court for the Western District of Oklahoma in the case of the United States of America ex rel., Roger
L. Ediger, Plaintiff v. Gold Banc Corporation, Inc., and Gold Bank of Oklahoma (Previously filed as Exhibit
10.3 to our Current Report on Form 8-K filed on November 22, 2004 and incorporated herein by
reference.)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.34 | Cease and Desist Order by the Securities
and Exchange Commission, dated May 4, 2004 (Previously filed as Exhibit 99.1 to our Current Report on Form 8-K
filed with the SEC on May 6, 2004 and incorporated herein by reference).
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.35 | Summary of 2004 Director and Executive
Officer compensation (Previously filed as Exhibit 10.35 to our Annual Report on Form 10-K filed with the SEC
on March 16, 2005 and incorporated herein by reference.)
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.36 | Agreement for Advances, Pledge and
Security Agreement, dated January 16, 1989, between Provident Savings and Loan Association and the Federal
Home Loan Bank of Des Moines (Previously filed as Exhibit 10.36 to our Annual Report on Form 10-K filed with
the SEC on March 16, 2005 and incorporated herein by reference.)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.37 | Advances, Pledge and Security Agreement
dated May 4, 2000, between Gold Bank and the Federal Home Loan Bank of Topeka (Previously filed as Exhibit 4.6
to our Annual Report on Form 10-K filed with the SEC on March 16, 2005 and incorporated herein by
reference.)
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.38 | 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 incorporated herein by reference.)
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.39 | First Amendment to the Branch Purchase and
Assumption Agreement, dated May 31, 2005, between Gold Bank-Kansas and Olney Bancshares of Texas, Inc.,
relating to various amendments to the Branch Purchase and Assumption Agreement (Previously filed as Exhibit
10.1 to our Quarterly Report on Form 10-Q (File No. 28936) for the quarter ended June 30, 2005 and filed with
the SEC on August 8, 2005 and incorporated herein by reference.)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.40 | Real Estate Purchase Contract, dated May
25, 2005, between Gold Bank and *** (Seller information redacted), relating to the purchase of certain
property in Kansas City, Missouri by Gold Bank (Previously filed as Exhibit 10.2 to our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2005 and filed with the SEC on August 8, 2005 and incorporated herein
by reference.)
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.41 | Real Estate Purchase Contract, dated May
3, 2005, between BK Properties, LLC and Gold Bank, relating to the sale of certain property in Kansas City,
Missouri to BK Properties, LLC (Previously filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q (File
No. 28936) for the quarter ended June 30, 2005 and filed with the SEC on August 8, 2005 and incorporated
herein by reference.)
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.42 | Offer of Employment Agreement made to
Roger Arwood on April 22, 2005 and accepted by Roger Arwood on May 9, 2005 (Previously filed as Exhibit 10.4
to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 and filed with the SEC on August 8,
2005 and incorporated herein by reference.)
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   
|---
|104
|   

|10.43 | Closing Agreement on Final Determination
Covering Specific Matters, between the Commissioner of Internal Revenue and Gold Bank, relating to the
settlement of issues raised during the examination of the $150,000,000 Community Development Authority of the
City of Manitowoc, Wisconsin, Multifamily Housing Revenue Bonds, Series A, Series B and Series C, issued on
August 15, 2002 (Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 28936) for
the quarter ended September 30, 2005 and filed with the SEC on November 7, 2005 and incorporated herein by
reference.)
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.44 | Closing Agreement on Final Determination
Covering Specific Matters, between the Commissioner of Internal Revenue and Gold Bank, relating to the
settlement of issues raised during the examination of the $150,000,000 City of Lees Summit, MO,
Multifamily Housing Revenue Bonds, Series A, Series B and Series C, issued on July 19, 2001 (Previously filed
as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 and filed with
the SEC on November 7, 2005 and incorporated herein by reference.)
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.45 | Closing Agreement on Final Determination
Covering Specific Matters, between the Commissioner of Internal Revenue and Gold Bank, relating to the
settlement of issues raised during the examination of the $150,400,000 Oklahoma Housing Development Authority,
Multifamily Housing Revenue Bonds, Series A, Series B and Series C, issued on February 28, 2002 (Previously
filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No. 28936) for the quarter ended September
30, 2005 and filed with the SEC on November 7, 2005 and incorporated herein by reference.)
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.46 | Change in Control Agreement dated November
4, 2005 between the Company and Roger M. Arwood.
|----- | -------------------------------------------------------------------------------------------

|10.47 | Supplement to Change in Control Agreement dated March
3, 2005 between the Company and Roger M. Arwood.
|----- | ------------------------------------------------------------------------------------------------------

|14.1 | Code of Business Conduct and Ethics for
Directors, Officers and Employees adopted by the Board of Directors of Gold Banc on July 13, 2005 (Previously
filed as Exhibit 14.1 to our Quarterly Report on Form 10-Q (File No. 28936) for the quarter ended June 30,
2005 and filed with the SEC on August 8, 2005 and incorporated herein by reference.)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|21.1 | List of Subsidiaries of Gold Banc
Corporation, Inc. as of December 31, 2005.GBC Kansas, Inc., a Kansas corporation; Gold Bank, a Kansas
bank; Gold IHC-I, LLC, a Delaware limited liability company; Gold RE Holdings-I, LLC, a Delaware limited
liability company; Regional Properties, Inc., a Kansas corporation; Gold Financial Services, Inc., a Kansas
corporation; Gold Trust Company, a Missouri trust company; Gold Capital Management, Inc., a Kansas
corporation; Gold Merchant Banc, Inc., a Kansas corporation; Regional Holding Company, Inc., a Kansas
corporation; Gold Banc Mortgage, Inc., a Kansas corporation; Realty Escrow Services, Inc., a Kansas
corporation; Gold Banc Trust III; Gold Bank Trust IV; Gold Bank Capital Trust V
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|23.1 | Consent of KPMG LLP.
|---- | --------------------

|31.1 | Certification of Chief Executive Officer
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 2002
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.2 | Certification of Chief Financial Officer
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 2002
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.1 | Certification of Chief Executive Officer
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, 2005 and is not
treated as filed in reliance upon § 601(b)(32) of Regulation S-K
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.2 | Certification of Chief Financial Officer
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, 2005 and is not
treated as filed in reliance upon § 601(b)(32) of Regulation S-K
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.1 | Factors That May Affect Future Results of
Operations, Financial Condition or Business for Gold Banc Corporation, Inc. (Previously filed as Exhibit 99.1
to our Annual Report on Form 10-K filed with the SEC on March 16, 2005 and incorporated herein by
reference.)
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.2 | Factors That May Affect Future Results of
Operations, Financial Condition or Business for Gold Banc Corporation, Inc. (Previously filed as Exhibit 99.1
to our Quarterly Report on Form 10-Q (File No. 28936) for the quarter ended March 31, 2005 and filed with the
SEC on May 9, 2005 and incorporated herein by reference.)
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.3 | Factors That May Affect Future Results of
Operations, Financial Condition or Business for Gold Banc Corporation, Inc. (Previously filed as Exhibit 99.1
to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 and filed with the SEC on August 8,
2005 and incorporated herein by reference.)
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.4 | Factors That May Affect Future Results of
Operations, Financial Condition or Business for Gold Banc Corporation, Inc. (Previously filed as Exhibit 99.1
to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 and filed with the SEC on
November 7, 2005 and incorporated herein by reference.)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.5 | Presentation Materials, dated November 10,
2005, relating to merger of Marshall & Ilsley Corporation and Gold Banc (Previously filed as Exhibit 99.2
to our Current Report on Form 8-K filed with the SEC on November 10, 2005 and incorporated by reference
herein.)
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Management contracts or compensation plans
or arrangements required to be identified by Item 15(a).
|- | ---------------------------------------------------------------------------------------------------

|   
|---
|105
|   

SIGNATURES

Pursuant
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.

Dated March 13, 2006

| | GOLD BANC CORPORATION, INC.            
| | ---------------------------------------
| | By:                                    
| | Rick J. TremblayChief Financial Officer

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacity and on the dates indicated.

|Signature              |  | Title                                                                               |  | Date           | 
|---------------------- |  | ----------------------------------------------------------------------------------- |  | -------------- | 
|                      
|/s/ ROBERT J. GOURLEY  |  | Chairman of the Board of Directors                                                  |  | March 13, 2006 | 
|Robert J. Gourley     
|                      
|/s/ MALCOLM M. ASLIN   |  | Director and Chief Executive Officer                                                |  | March 13, 2006 | 
|Malcolm M. Aslin      
|                      
|/s/ RICK J. TREMBLAY   |  | Executive Vice President and Chief Financial Officer (Principal Accounting Officer) |  | March 13, 2006 | 
|Rick J. Tremblay      
|                      
|/s/ D. PATRICK CURRAN  |  | Director                                                                            |  | March 13, 2006 | 
|D. Patrick Curran     
|                      
|/s/ DONALD MCNEILL     |  | Director                                                                            |  | March 13, 2006 | 
|Donald McNeill        
|                      
|/s/ ALLEN D. PETERSEN  |  | Director                                                                            |  | March 13, 2006 | 
|Allen D. Petersen     
|                      
|/s/ WILLIAM RANDON     |  | Director                                                                            |  | March 13, 2006 | 
|William Randon        
|                      
|/s/ J. GARY RUSS       |  | Director                                                                            |  | March 13, 2006 | 
|J. Gary Russ          
|                      
|/s/ DANIEL P. CONNEALY |  | Director                                                                            |  | March 13, 2006 | 
|Daniel P. Connealy    
|                      

|   
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|106
|