GOLD BANC ACQUISITION CORPORATION XI, INC.
                     (A KANSAS CORPORATION)

                    AS SUCCESSOR BY MERGER TO

                    AMERICAN BANCSHARES, INC.
                     (A FLORIDA CORPORATION)

                               AND

                      BANKERS TRUST COMPANY
                          (AS TRUSTEE)

                  FIRST SUPPLEMENTAL INDENTURE

                           DATED AS OF

                         MARCH 20, 2000
                               TO

                  JUNIOR SUBORDINATED INDENTURE

                           DATED AS OF

                          JULY 7, 1998
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     THIS FIRST SUPPLEMENTAL INDENTURE, (this "Supplemental
Indenture"), dated as of March 20, 2000 and effective and
conditioned upon the consummation of the Merger (as defined
below), between Gold Banc Acquisition Corporation XI, Inc., a
Kansas corporation (the "Company") (as successor by Merger to
American Bancshares, Inc., a Florida corporation ("American")),
and Bankers Trust Company, a New York banking corporation, as
Trustee (the "Trustee"), supplements the Junior Subordinated
Indenture dated as of July 7, 1998 (the "Indenture"), pursuant to
which American's 8.50% unsecured junior subordinated deferrable
interest debentures due June 30, 2028 (the "Securities") were
issued and are currently outstanding.

                            RECITALS

     1.   American, Gold Banc Corporation, Inc. a Kansas
corporation and parent corporation of the Company, and the
Company have entered into an Agreement and Plan of Reorganization
dated as of September 6, 1999, as amended January 24, 2000,
pursuant to which American will be merged with and into the
Company (the "Merger").

     2.   As a result of the Merger, the separate corporate
existence of American will cease and the Company will continue as
the surviving corporation under the name "GBC Florida, Inc."

     3.   The Merger shall become effective upon filing of
Articles of Merger with the Kansas Secretary of State and the
Florida Secretary of State.

     4.   Section 8.1 of the Indenture requires that the Person
into which American is merged shall expressly assume, by a
supplemental indenture, executed and delivered to the Trustee,
the due and punctual payment of the principal of (and premium, if
any) and the interest (including all Additional Interest) on all
the Securities of every series and the performance of every
covenant of the Indenture on the part of American to be performed
or observed.

     5.   Section 9.1(a) authorizes, without the consent of any
Holders, the execution of a supplemental indenture to evidence
the succession of another Person to American, and the assumption
by any such successor of the covenants of American under the
Indenture and in the Securities contained therein.

     6.   Consistent with the terms of the Indenture, the Company
has duly authorized the execution and delivery to the Trustee of
this Supplemental Indenture providing for the assumption by the
Company of the obligations under the Indenture and the
Securities;

     NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and pursuant to Section 8.1 of the
Indenture, the parties hereto hereby agree, for the benefit of
the respective Holders from time to time of the Securities, as
follows:
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                           ARTICLE ONE

                           DEFINITIONS

     Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the
Indenture.

                           ARTICLE TWO

                           ASSUMPTION

     The Company hereby expressly assumes the due and punctual
payment of the principal of (and premium, if any) and interest
(including any Additional Interest) on all the Securities of
every series and the performance of every covenant of the
Indenture on the part of the Company to be performed or observed.

                          ARTICLE THREE

                           THE TRUSTEE

     The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the
Company.

                          ARTICLE FOUR

             EFFECT OF EXECUTION AND DELIVERY HEREOF

     From and after the execution and delivery of this
Supplemental Indenture, (i) the Indenture shall be deemed to be
amended and modified as provided herein, (ii) this Supplemental
Indenture shall form a part of the Indenture, (iii) except as
modified and amended by this Supplemental Indenture, the
Indenture shall continue in full force and effect, (iv) the Notes
shall continue to be governed by the Indenture, as modified and
amended by this Supplemental Indenture, and (v) every holder of
Notes heretofore and hereafter authenticated and delivered under
the Indenture shall be bound by this Supplemental Indenture.

                          ARTICLE FIVE

                    MISCELLANEOUS PROVISIONS

SECTION 5.1         HEADINGS DESCRIPTIVE.

     The headings of the several Articles and Sections of this
Supplemental Indenture are inserted for convenience only and
shall not in any way affect the meaning or construction of any
provision of this Supplemental Indenture.
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SECTION 5.2         SUCCESSORS AND ASSIGNS.

     This Supplemental Indenture shall be binding upon and inure
to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto and the Holders of any
Securities then outstanding.

SECTION 5.3         COUNTERPARTS.

     This Supplemental Indenture may be executed in several
counterparts, each of which shall be an original and all of which
shall constitute one and the same instrument.

SECTION 5.4         GOVERNING LAW.

     This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws.


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     IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.


ATTEST:                                 GOLD BANC ACQUISITION
                                        CORPORATION XI, INC.

By:  /s/ Keith E. Bouchey               By:  /s/ Malcolm M. Aslin
     Keith E. Bouchey                        Malcolm M. Aslin
     Secretary                               President



[SEAL]





ATTEST:                                 BANKERS TRUST COMPANY,
                                        AS TRUSTEE

By:      /s/ Vincent Chorney            By:  /s/ Susan Johnson
Name:    Vincent Chorney                     Susan Johnson
Title:   Assistant Vice President            Assistant Vice President



[SEAL]
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