GOLD BANC CORPORATION, INC.
    CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I.   AUDIT COMMITTEE PURPOSE

  The Audit Committee is appointed by the Board of Directors to
  assist the Board in fulfilling its oversight responsibilities.
  The Audit Committee's primary duties and responsibilities are
  to:

  -    Monitor the integrity of Gold's financial reports and
       other financial information provided by Gold to any
       governmental body or the public;

  -    Monitor the integrity of Gold's financial reporting
       process and systems of internal controls regarding
       finance, accounting, and legal compliance.

  -    Monitor the independence and performance of Gold's
       independent auditors and internal auditing department.

  -    Provide an avenue of communication among the independent
       auditors, management, the internal auditing department,
       and the Board of Directors.

  -    Encourage adherence to, and continuous improvement of
       Gold's policies, procedures, and practices at all levels.

  -    Review areas of potential significant financial risk to
       Gold

  -    Report to the Board of Directors.


  The Audit Committee has the authority to conduct any
  investigation appropriate to fulfilling its responsibilities,
  and it has direct access to the independent auditors as well
  as anyone in the organization.  The Audit Committee has the
  ability to retain, at Gold's expense, special legal,
  accounting, or other consultants or experts it deems necessary
  in the performance of its duties.

II.  AUDIT COMMITTEE COMPOSITION AND MEETINGS

  The Audit Committee shall be comprised of three or more
  directors as determined by the Board, each of whom shall be
  independent directors.  Members of the Audit Committee shall
  be considered independent if they have no relationship to Gold
  that may interfere with the exercise of their independence
  from management and Gold.   All members of the Committee shall
  have a basic understanding of finance and accounting and be
  able to read and understand fundamental financial statements.
  At least one member of the Committee shall have accounting or
  related financial management expertise with past employment
  experience in finance or accounting or any other comparable
  experience or background which results in the individual's
  financial sophistication, including being or having been a
  chief executive officer, chief financial officer or other
  senior officer with financial oversight responsibilities.


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  The following five criteria are used for assessing
  independence:

  -    Former Employees:  A director being employed by the
       Corporation or any of its affiliates for the current year
       or any of the past three years.

  -    Director Compensation:  A director accepting any
       compensation from the Corporation or any of its
       affiliates in excess of $60,000 other than compensation
       for Board service or benefits under a tax-qualified
       retirement plan or non-discretionary compensation.

  -    Family Members:  A director being a member of the
       immediate family (which includes a person's spouse,
       parents, children, siblings, mother-in-law, father-in-
       law, brother-in-law, sister-in-law, son-in-law, daughter-
       in-law, and anyone who resides in such person's home) of
       an individual who is, or has been in any of the past
       three years, employed by Gold or any of its affiliates as
       an executive officer.

  -    Business Relationships:  A director being a partner in,
       or a controlling shareholder or an executive officer of,
       any for-profit business organization to which Gold made,
       or from which Gold received, payments that exceed five
       percent of Gold's or business organization's consolidated
       gross revenues for that year, or $200,000, whichever is
       greater, in any of the past three years.

  -    Cross-Directorships:  A director being employed as an
       executive of another entity where any of Gold's
       executives serves on that entity's compensation
       committee.

     The independence criteria may be waived for one director
     under exceptional and limited circumstances if the Board
     determines that membership on the Committee by the
     individual is required by the best interests of Gold and its
     shareholders, and the Board discloses, in the next annual
     proxy statement, the nature of the relationships and the
     reasons for that determination.  The director may not be a
     current employee or family member of a current employee.

  Audit Committee members shall be appointed by the Board.  If
  an Audit Committee Chair is not designated or present, the
  members of the Committee may designate a Chair by majority
  vote of the Committee membership.

III. COMMITTEE RESPONSIBILITIES AND DUTIES

  The Committee shall meet at least four times annually, or more
  frequently as circumstances dictate.  The Audit Committee
  Chair shall prepare and / or approve an agenda in advance of
  each meeting.  The Committee should meet privately in
  executive session at least annually with management, the
  director of the internal auditing department, the independent
  auditors, and as a committee to discuss any matters that the
  committee or each of these groups believe should be discussed.
  In addition, the Committee, or at least its Chair should
  communicate with management and the independent auditors
  quarterly to review the company's financial statements and
  significant findings based upon the auditors limited review
  procedures.


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IV.  AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

  REVIEW PROCEDURES

       a.   Review and reassess the adequacy of this Charter at
            least annually.  Submit the charter to the Board of Directors for
            approval and have the document published at least every three
            years in accordance with SEC regulations.

       b.   Review Gold's audited financial statements prior to
            filing or distribution.  Review should include discussion with
            management and independent auditors of significant issues
            regarding accounting principles, practices, and judgments.

       c.   In consultation with the management, the independent
            auditors, and the internal auditors, consider the integrity of
            Gold's financial reporting processes and controls including
            computerized information system controls and security.  Discuss
            significant financial risk exposures and the steps management has
            taken to monitor, control, and report such exposures.  Review
            significant findings prepared by the independent auditors and the
            internal auditing department together with management's responses
            including the status of previous recommendations.

       d.   Review with financial management and the independent
            auditors Gold's quarterly financial results and / or the
            company's quarterly financial statements.  Discuss any
            significant changes to Gold's accounting principles and any items
            required to be communicated by the independent auditors in
            accordance with SAS 61.  The Chair of the Committee may represent
            the entire Audit Committee for purposes of this review.


  INDEPENDENT AUDITORS

      e.    The independent auditors are ultimately accountable to the
            Audit Committee and the Board of Directors.  The Audit Committee
            shall review the independence and performance of the audits and
            annually recommend to the Board of Directors the appointment of
            the independent auditors or approve any discharge of auditors
            when circumstances warrant.

      f.    The Audit Committee shall approve the fees and other
            significant compensation to be paid to the independent auditors.

      g.    On an annual basis, the Committee will review and discuss
            with the independent auditors all significant relationships they
            have with the company that could impair the auditors'
            independence.


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      h.    Review the independent auditors engagement letter and audit
            plan - discuss scope, staffing, locations, reliance upon
            management, and internal audit and general audit approach.

      i.    Prior to releasing the year-end earnings, discuss the
            results of the audit with the independent auditors.  Discuss
            certain matters required to be communicated to Audit Committees
            in accordance with AICPA SAS 61.  Items to be communicated
            include (communications may be written or oral):

            -    The auditor's responsibility under Generally
                 Accepted Auditing Standards (GAAS);
            -    Significant accounting policies;
            -    Management judgments and accounting estimates;
            -    Significant audit adjustments;
            -    Other information in document containing
                 audited financial statements;
            -    Disagreements with management including
                 accounting principles, scope of audit,
                 disclosures;
            -    Consultation with other accountants by
                 management;
            -    Major issues discussed with management prior to
                 retention; and
            -    Difficulties encountered in performing the
                 audit.

      j.    Consider the independent auditors' judgments about the
            quality and appropriateness of Gold's accounting principles as
            applied in financial reporting.

            -    Discuss with management and the independent
                 auditors the quality of the accounting
                 principles and underlying estimates used in the
                 preparation of Gold's financial statements.
            -    Discuss with the independent auditors the
                 clarity of the financial disclosure practices
                 used or proposed by Gold.
            -    Inquire as to the independent auditors' view
                 about whether management's choices of
                 accounting principles appear reasonable from
                 the perspective of income, assets and liability
                 recognition, and whether those principles are
                 common practices or are minority practices.

  INTERNAL AUDIT DEPARTMENT AND LEGAL COMPLIANCE

        The internal audit department reports directly to the
        Board of Directors through the Audit Committee.

      k.    Review the budget, plan, and changes in plan, activities,
            organization structure, and qualifications of the internal audit
            department, as needed.


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      l.    Review the appointment, performance, and replacement of the
            Director of Internal Audit.

      m.    Review significant reports prepared by the internal audit
            department together with management's response and follow-up to
            these reports.

      n.    On at least an annual basis, reviews with Gold's counsel,
            any legal matters that could have a significant impact on the
            organization's financial statements, Gold's compliance with
            applicable laws and regulations, and inquiries received from
            regulators or governmental agencies.

  OTHER AUDIT COMMITTEE RESPONSIBILITIES:

      o.    Annually prepare a report to shareholders as required by the
            Securities and Exchange Commission.  The report is to be included
            in Gold's annual proxy statement.  The report is to state whether
            the Audit Committee has:

            -    Reviewed and discussed the audited financial
                 statements with management;
            -    Discussed with the independent auditors the
                 matters required to be discussed by SAS 61; and
            -    Received certain disclosures from the auditors
                 regarding their independence as required by the
                 ISB I.

            and then include a statement if based on this review if
            the Audit Committee recommended to the board to include
            the audited financial statements in the annual report
            filed with the SEC.

      p.    Maintain minutes of meetings and periodically report to the
            Board of Directors on significant results of the foregoing
            activities.

      q.    Establish, review, and update periodically a Code of Ethical
            Conduct and ensure that management has established a system to
            enforce this Code.

      r.    Perform any other activities consistent with this
            Charter, Gold's by-laws, and governing law, as the Committee or
            the Board deems necessary or appropriate.