Exhibit 10.1



CLOSING AGREEMENT ON FINAL
DETERMINATION
 COVERING SPECIFIC MATTERS

By and between

Internal Revenue Service
Director,
Tax Exempt Bonds

-and-

 Gold Bank
(EIN 48-0357520)


Under
section 7121 of the Internal Revenue Code (the “Code”), Gold Bank (the “Bank”)
and the  Commissioner of Internal Revenue (the “Commissioner” or “Service”)
make this closing agreement (the  “Agreement”).


WHEREAS,
the parties have determined the following facts and made the following legal conclusions
and  representations:


A. The Service initiated
an examination of the $150,000,000 Community Development Authority of the City
of Manitowoc, Wisconsin, Multifamily Housing Revenue Bonds, (Great Lakes
Training & Development Projects), Series A, Series B and
Series C, issued on August 15, 2002 (the “Bonds”). The
Series C Bonds were issued in the principal amount of $4,600,000 and
purchased by the Bank.


B. As a result of the
examination of the Bonds, on July 11, 2005, the Service issued a Proposed
Adverse Determination Letter pursuant to which the Service determined the
interest received by Bank on the Series C Bonds is not excludible from the gross
income of the Bank under section 103 of the Code.


C. The Bank relied upon certain
certifications, representations, and/or opinions of the Community Development  Authority
of the City of Manitowoc, Wisconsin (the “Issuer”), Great Lakes Training and
Development Corporation  (the “Conduit Borrower”), and Stinson Morrison Hecker,
L.P. (“Bond Counsel”).


D. As a result of the
Bank’s reliance upon the certifications, representations and opinions of
the Issuer, Conduit Borrower and/or Bond Counsel, the Bank excluded from its
gross income interest received as the bondholder of the Series C Bonds.


E. The Service initiated
an examination of the Bank under Section 6700 of the Code with regard to the
Bank’s participation in connection with the issuance, sale, and purchase of
the Bonds.


	 
	









Closing Agreement with Gold Bank, 48-0357520


F. The Bank and the
Service desire to settle issues raised during the examination of the Bank’s
6700 examination and the Bank’s liabilities for Federal income tax
resulting from its purchase of the Series C Bonds.


G. The terms of the
Agreement were arrived at by negotiations between the Bank and the Service and
may differ from the terms of settlement of other similar examinations, including
examinations conducted under Section 6700 of the Code or of other Series of the
Bonds or of other bond issues examined or to be examined by the Service.


H. The Service has not
formally asserted any claims against the Bank with respect to the Bonds. The
Bank believes it has good and valid defenses to any claims which the Service may
formally assert under Section 6700 or as a result of the Section 6700
Examination, and desires to reach an agreement with the IRS to resolve any
uncertainty with respect to the interest received by the Bank from the Series C
Bonds.


I. The Bank is willing to
consent to a limited disclosure by the Service of information concerning the
existence and subject matter of this Agreement as more specifically set forth in
Paragraph 10 of this Agreement.


NOW
IT IS HEREBY DETERMINED AND AGREED, PURSUANT TO THIS CLOSING AGREEMENT EXECUTED
BY THE PARTIES HERETO UNDER CODE SECTION 7121 THAT FOR FEDERAL INCOME TAX
PURPOSES:


1.
Simultaneously with the execution and delivery of this Agreement, the Bank shall pay the
sum of One Million Sixty Two Thousand Two Hundred Twenty Six Dollars ($1,062,226) (the
“Settlement Amount”) to the Service. Payment of this amount shall be made by
certified or cashier’s check payable to the U.S. Treasury and delivered to a duly
authorized representative of the Service. Payment of the Settlement Amount shall not be
made with proceeds of bonds described in section 103(a) of the Code.


2.
This Agreement is executed with respect to the Federal income tax liability of
the Bank.


3. The
Service will discontinue the 6700 Examination and will not assert any penalties against
the Bank under section 6700 of the Code with respect to any actions or inactions taken by
the Bank in connection with the issuance of the Bonds, and effective upon the receipt of
the Settlement Amount, the Service will not impose any tax, penalty, additions to tax,
additional amounts, adjustments or assessments against the Bank with respect to any aspect
of the issuance of the Bonds or the Bank’s purchase and ownership of the Series C
Bonds.


	 
	2
	









Closing Agreement with Gold Bank,
48-0357520


4. The Bank
shall not be required to file any amended Federal income tax returns to report interest
received as a result of the Bank’s ownership of the Series C Bonds, nor shall Gold
Banc Corporation, Inc. or its subsidiary, Gold Capital Management, Inc. which file
consolidated Federal income tax returns with the Bank.


5. No
income shall be recognized by the Bank as a result of this Agreement or any payments made
pursuant to this Agreement.


6.
No party shall endeavor by litigation or other means to attack the validity of
this Agreement.


7. This
Agreement may not be cited or relied upon by the Service or any other person or entity
whatsoever as precedent in the disposition of any other case.


8. The
Settlement Amount described in Paragraph 1 of this Agreement shall not be treated as a
deductible expense, or subject to credit or offset under any circumstances, by the Bank or
any other party, including any of its current or former officers, directors, stockholders,
agents, partners, employees, parents, subsidiaries, affiliates, or members for Federal
income tax purposes for any year.


9. This
Agreement is final and conclusive except that:


a) The
matter it relates to may be reopened in the event of Bank’s fraud, malfeasance, or
misrepresentation of a material fact;


b) It is
subject to the Internal Revenue Code sections that expressly provide that effect be given
to their provisions (including any stated exception for Code Section 7122) notwithstanding
any other law or rule of law; and,


c) If it
relates to a tax period ending after the effective date of this Agreement, it is subject
to any law, enacted after the date of the Agreement, that applies to that tax period.


10. The Bank
hereby consents to disclosure by the Service of information concerning the existence and
subject matter of this Agreement to Members of Congress, the press and the general public:


a) in the
event of a default by the Bank on any term in this Agreement; or


	 
	3
	









Closing Agreement with Gold Bank,
48-0357520


b) to the extent
the IRS deems necessary to correct any material misstatement with respect to this
Agreement in response to a public statement by the Bank or an agent thereof.


11. The
Service hereby consents to disclosure by the Bank of information concerning the existence
and subject matter of this Agreement to any governmental agency or quasi-public agency,
any party with regulatory authority over the Bank, the press and the general public to the
extent the Bank deems necessary or appropriate.


12. Upon
payment of the Settlement amount, the Service agrees that the Bank, and the parties
identified with particularity in the attached Exhibit A, incorporated as if more fully set
forward herein and designated by the parties as confidential, are and shall be forever
released and discharged from the assertion of any Section 6700 amount by the Service with
regard to the issuance of the Bonds or the Bank’s purchase and ownership of the
Series C Bonds.





By signing, the above
parties certify that they have read and agreed to the terms of this Agreement.


	 
	4
	









Closing Agreement with Gold Bank, 48-0357520


GOLD BANK:


	TIN: 	48-0357520	 
	 
	By: 	/s/ Malcolm M. Aslin	 
	 
	Title: 	CEO	 
	 
	Date: 	October 11, 2005	 





COMMISSIONER OF INTERNAL REVENUE


	By: 	
     /s/ W. Mark Scott	 
	 	
     W. Mark Scott
Director, Tax-Exempt Bonds	 
	 
	Date: 	October 17, 2005	 





	 
	5
	









Closing Agreement with Gold Bank, 48-0357520


Exhibit A


	Individual Name	  	Title(s)/Positions(s) Held	  	Entity Names	  
	  	  
	Malcolm Aslin	  	Director/President/CEO/Chairman	  	Gold Bank	  
	"          "	  	Director/COO/CEO	  	Gold Banc Corp.	  
	  	  
	Michael Gullion	  	Director/President/CEO	  	Gold Bank	  
	"          "	  	Director/President/CEO	  	Gold Banc Corp.	  
	  	  
	Steven Rector	  	Executive V.P./Cashier	  	Gold Bank	  
	  	  
	Patrick Schiesel	  	Accounting Officer/VP	  	Gold Bank	  
	  	  
	J. Daniel Stepp	  	Director/President	  	Gold Capital Mgt.	  
	  	  
	Richard Tremblay	  	Executive V.P./CFO	  	Gold Banc Corp.	  





	 
	6