Exhibit 10.3



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
$150,400,000 Oklahoma Housing Development, Mulitfamily Housing Revenue Bonds, Series A, Series B and
Series C, issued on February 28, 2002 (the “Bonds”). The Series C Bonds were issued in the
principal amount of $5,000,000 and purchased by the Bank.


B. As a result of the examination of the Bonds, on June
27, 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 Oklahoma Housing Development Authority (the “Issuer”), and
Stinson Mag & Fizzell, P.C. (currently, 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 One Hundred Twenty Three
Thousand One Hundred Sixty Four Dollars ($1,123,164) (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.


	 
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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


	 
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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.


	 
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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	 





	 
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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.	  





	 
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