Exhibit 10.33

ESOP PLEDGE AND SECURITY AGREEMENT

This ESOP
  PLEDGE AND SECURITY AGREEMENT (thisPledge
  Agreement), dated as of October 1, 2004,
  is made by GOLD BANC CORPORATION INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
  (Pledgor),
  for the benefit of BANK ONE, NA, a national banking association with its principal
  place of business at 120 South LaSalle Street, Chicago, Illinois 60603 (Bank).

R E C I T
  A L S:

A.  Pledgor
  is an employee stock ownership plan as such term is defined under Sections 401(a)
  and 4975(e) of the Internal Revenue Code of 1986, as amended (theCode),
  and Section 407(d)(6) of the Employee Retirement Income Security Act of 1974,
  as amended (ERISA),
  established by Gold Banc Corporation, Inc., a Kansas corporation (theCompany).

B.  Pledgor
  desires to borrow from Bank up to an aggregate principal sum of $10,050,000
  in accordance with the terms of, and subject to the conditions set forth in,
  that certain Loan Agreement, of even date herewith, by and between Bank and
  Pledgor (as amended, restated, or modified from time to time, the Loan
  Agreement), and the other documents and
  instruments entered into, or delivered in connection with, or relating to, the
  Loan Agreement (collectively, the Loan Documents).

C.  Pledgor
  wishes to execute and deliver this Pledge Agreement to secure the obligations
  of Pledgor under the Loan Agreement. The execution and delivery of this Pledge
  Agreement is a condition precedent to the effectiveness of the Loan Agreement.

D.  The
  loans extended by Bank to Pledgor pursuant to the Loan Agreement and Note are
  without recourse against Pledgor pursuant to Treasury Regulation Section 54.4975-7(b)(5).

NOW, THEREFORE,to induce Bank to advance funds to Pledgor as
  described in the Loan Agreement, and in consideration of the mutual representations,
  warranties, covenants and agreements hereinafter set forth, and for other good
  and valuable consideration, the receipt and sufficiency of which are hereby
  acknowledged, the parties hereto agree as follows:

A G R E E
  M E N T:

Section
  1.Grant of Security Interest;
  Release of Collateral.

(a)
    Definitions.

(i)Pledged
  Stockshall mean, with respect to each Loan
  made or to be made to Pledgor under the Loan Agreement: (A) all of the shares
  of the Companys common stock purchased by Pledgor with the proceeds of
  such Loan (or with respect to any Refinancing Loan, all of the shares of the
  Companys common stock that were collateral for the loan being refinanced
  thereby); (B) certificates representing the shares of capital stock described
  in (A) above; (C) duly executed and undated irrevocable stock powers for the
  capital stock described in (A)above,
  in form and content satisfactory to Bank, and all requisite federal and state
  stock



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transfer tax stamps, if any

(ii)Pledged
  Securityshall mean, with respect to each
  Loan, the applicable Pledged Stock and all income and profits thereof, all dividends
  and other distributions thereon, all substitutions thereof, all additions thereto,
  all proceeds thereof, and all rights, benefits and privileges pertaining to,
  or arising from, such Pledged Stock.

(iii)Refinancing Loanmeans a Loan the proceeds of which are being used to refinance a prior exempt
  loan (as such term is defined in Treasury Regulation §54.4975-7(b)).

(iv)All capitalized terms used, but not defined, in this
  Pledge Agreement have the meanings ascribed to such terms in the Loan Agreement.

(b)Grant
  of Security Interest. As security for the
  Obligations under, or related to, each Loan, Pledgor hereby pledges, and grants
  to Bank a first priority security interest in, and hereby transfers and delivers
  to Bank: (i) the Pledged Stock purchased by Pledgor with the proceeds of such
  Loan, and the Pledged Security related thereto; or (ii) with respect to any
  Loan which is a Refinancing Loan, the collateral for the loan being refinanced
  by such Refinancing Loan (to the extent such collateral is and was proper collateral
  for such loan under Treasury Regulation §54.4975-7(b)) and the Pledged
  Security relating thereto. For purposes of determining the grant of security
  interest herein, each Loan under the Loan Agreement shall be deemed a separate
  loan, and the collateral for each Loan shall be solely: (x) the Pledged Stock
  that was purchased with the proceeds of such Loan (and the other Pledged Security
  related to such Pledged Stock); or (y) in the case of a Refinancing Loan, the
  collateral for the loan being refinanced by such Refinancing Loan (and the other
  Pledged Security related to such collateral).

(c)Deliveries.ScheduleA
  hereto sets forth the Pledged Stock that secures the Loans under the Loan Agreement.
  Contemporaneously herewith, Pledgor shall deliver to Bank the original certificate
  or certificates representing the Pledged Stock, together with stock powers executed
  in blank.

(d)Annual
  Release of Shares.Within
  45 days after the end of each fiscal year of Borrower (each, a Fiscal
  Year), Bank shall release and deliver to
  the trustee of Pledgor shares of Pledged Stock calculated in accordance with
  this paragraph. A separate calculation and release of shares shall be made with
  respect to each Loan and the Pledged Stock relating to each Loan. For each Loan,
  a release fraction (Release Fraction)
  shall be calculated as follows: (i) the numerator of the fraction shall be the
  amount of principal and interest paid or accrued on the Loan during the Fiscal
  Year then ended, and (ii) the denominator of the fraction shall be the sum of
  the numerator plus the principal and interest to be paid by the Borrower under
  the Loan for all Fiscal Years after the Fiscal Year for which the calculation
  is being made. For purposes of calculating the Release Fraction, the interest
  rate to be paid in future Fiscal Years shall be assumed to be equal to the interest
  rate on the Loan applicable as of the last day of the Fiscal Year for which
  a calculation is being made. With respect to the Pledged Stock securing each
  Loan, the amount of stock to be released shall be calculated by multiplying:
  (x) the number of shares of such Pledged Stock held immediately prior to any
  release; by (y) the applicable Release Fraction. Any shares released pursuant
  to this section will no longer be

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Pledged Stock under the terms of this Pledge
  Agreement, and Pledgor will have, among other things, the right to transfer
  the released shares to its participants.

Section
  2.Obligations.
  The obligations secured by this Pledge Agreement are the following, with respect
  to each Loan under the Loan Agreement (referred to collectively as the Obligations):

(a)
         all obligations and agreements of
  Pledgor relating to the Loan (including, but not limited to, all of the Borrowers
  Liabilities and the payment of all indebtedness of Pledgor in respect of the
  Loan, and the obligations and agreements relating thereto and to the Pledged
  Security with respect to same under the Loan Agreement, the Note, and this Pledge
  Agreement);

(b)
         all principal, interest and other
  amounts due to Bank under the Note, to the extent related to the Loan;

(c)
         all sums advanced by, or on behalf
  of, Bank in connection with, or relating to, the Note or the Pledged Security
  relating to the Loan, including, but not limited to, any and all sums advanced
  to preserve the applicable Pledged Security or to perfect Banks security
  interest in the applicable Pledged Security (referred to collectively as theAdvanced Sums);
  and

(d)
          in the event of any proceeding to
  enforce the Loan Agreement, this Pledge Agreement, the Note, the Advanced Sums,
  or any of them, as they may relate to the Loan or the applicable Pledged Security,
  or to preserve and protect Banks rights under the Loan Agreement, the
  Note, this Pledge Agreement or any other agreement, document or instrument as
  they may relate to the Loan or the Pledged Security, the reasonable expenses
  of retaking, holding, preparing for sale, selling or otherwise disposing of
  or realizing on the Pledged Security securing the Loan, or of any exercise by
  Bank of its rights under the Loan Agreement or this Pledge Agreement relating
  to the Loan or any security therefor, together with reasonable attorneys
  fees, expenses and court costs.

Section
  3.Additional
  Terms.

(a)
         Subject to Treasury Regulation Section
  54.4975-7(b)(5), Pledgor agrees that Bank shall have full and irrevocable right,
  power and authority to collect, withdraw or receive any and all amounts due
  or to become due and payable upon, in connection with, or relating to, the Pledged
  Security, to execute any withdrawal receipts respecting the Pledged Security
  and to endorse the name of Pledgor on any or all documents, instruments or commercial
  paper given in payment thereof, and at Banks discretion to take any other
  action, including, but not limited to, the transfer of any Pledged Security
  into Banks own name or the name of any nominee for Bank, which Bank may
  reasonably deem necessary or appropriate to preserve or protect Banks
  interest in any of the Pledged Security.

(b)
         With respect to each Loan, unless
  a Default shall have occurred, Pledgor shall be entitled to vote any and all
  shares of the Pledged Stock securing such Loan and to give consents, waivers
  and ratifications in respect thereof, provided that no vote shall be cast, no

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consent, waiver or ratification shall be
  given and no action shall be taken by Pledgor that would violate or be inconsistent
  with any of the terms of the Loan Agreement, the Note or this Pledge Agreement,
  or that would have the effect of impairing the position or interests of Pledgor
  or any holder of the Note. Subject to Treasury Regulation Section 54.4975-7(b)(5),
  with respect to each Loan, all such rights of Pledgor to vote and to give consents,
  waivers and ratifications shall cease (with respect to the applicable Pledged
  Stock) upon the occurrence of a Default under such Loan, and thereafter only
  Bank (or its nominees) shall be entitled to exercise all such rights with respect
  to the Pledged Stock securing such Loan (irrespective of whether transferred
  into the name of Bank or its nominees).

(c)
         With respect to each Loan, unless
  a Default shall have occurred, all dividends and other distributions payable
  in respect of the Pledged Security securing such Loan shall be paid to Pledgor.
  With respect to each Loan, upon the occurrence of a Default, all such dividends
  and other distributions and payments on the Pledged Security securing such Loan
  shall be paid to only to Bank (or its nominees). Subject to Treasury Regulation
  Section 54.4975-7(b)(5), with respect to each Loan, after a Default shall have
  occurred, all such amounts paid in respect of the Pledged Security securing
  such Loan shall, until paid or delivered to Bank, be held in trust for the benefit
  of Bank as additional Pledged Security to secure the Obligations relating to
  the specific Loan secured by such Pledged Security.

Section
  4.Representations
  and Warranties. Pledgor represents and warrants,
  as of the date hereof, and as of the date of each Additional Loan and as of
  the date of each purchase and delivery of Pledged Stock to Bank hereunder, that:

(a)
         Pledgor is the legal, record and beneficial
  owner of, and has good and marketable title to, the Pledged Stock, subject to
  no Lien, except the security interest created by this Pledge Agreement or otherwise
  in favor of Bank.

(b)
         The Pledged Stock is genuine and in
  all respects represents what it purports to be and all the shares of the Pledged
  Stock have been duly and validly issued, and are fully paid and non-assessable.

(c)
         The pledge, assignment and delivery
  of the Pledged Stock pursuant to this Pledge Agreement creates a valid perfected
  security interest in the Pledged Stock, and the proceeds thereof, subject to
  no Lien or to any agreement purporting to grant to any third party a Lien in
  the assets of Pledgor that would include any of the Pledged Stock (except as
  may exist in favor of Bank).

(d)
         Pledgor has full right, power and
  authority to enter into, to execute and to deliver this Pledge Agreement and
  this Pledge Agreement is binding upon, and enforceable against Pledgor in accordance
  with its terms, subject to applicable bankruptcy, insolvency, reorganization,
  moratorium or similar laws affecting the rights of creditors generally, and
  general principles of equity.

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Section
  5.Covenants.Pledgor further agrees that:

(a)       
  Except as otherwise expressly permitted by this Pledge Agreement, Pledgor will
  not sell, assign, redeem, transfer, exchange or otherwise dispose of, or grant
  any option with respect to, the Pledged Security, nor will it create, incur
  or permit to exist any Lien with respect to any of the Pledged Security, or
  any interest therein, or any proceeds thereof, except for the security interest
  provided by this Pledge Agreement.

(b)
         Pledgor will at all times defend Banks
  right, title and security interest in and to the Pledged Security and the proceeds
  thereof against any and all claims and demands of any person adverse to the
  claims of Bank.

(c)       
  Pledgor will take such action and execute such documents as Bank may from time
  to time request relating to the Pledged Security or the proceeds thereof, including,
  but not limited to, the filing of UCC-1 financing statements, in form reasonably
  satisfactory to Bank and its counsel, with the Secretary of State of any state
  reasonably requested by Bank, in favor of Bank with respect to the Pledged Security
  and the proceeds thereof.

(d)       
  Pledgor shall pay any fees, assessments, charges or taxes arising with respect
  to the Pledged Security, including, but not limited to, the Obligations described
  inSection 2(c)andSection 2(d)above.
  In case of failure by Pledgor to pay any such fees, assessments, charges or
  taxes, Bank shall have the right, but shall not be obligated, to pay such fees,
  assessments, charges or taxes, as the case may be, and, in that event, the cost
  thereof shall be payable by Pledgor to Bank immediately upon demand together
  with interest at the applicable rate set forth in the Note from the date of
  disbursement by Bank to the date of payment by Pledgor.

Section
  6.Default.With respect to each Loan and the Pledged Security relating thereto, Pledgor
  shall be in default under this Pledge Agreement, upon the occurrence of any
  one or more of the following events or conditions (each a Default):

(a)
         any Default under the
  terms of and as defined in the Loan Agreement (provided that to the extent such
  Defaults are defined by reference to any Loan or the Pledged Security
  relating thereto, such Default shall only occur upon such events occurring with
  respect to such Loan or Pledged Security);

(b)
         nonpayment of any of the Obligations
  relating to such Loan or the Pledged Security relating thereto when due (subject
  to any grace or cure periods provided in the Loan Agreement), whether by acceleration
  or otherwise; and

(c)       
  the claim or creation of any Lien upon any of the Pledged Security securing
  such Loan or the making of any levy, judicial seizure, or attachment thereof
  or thereon.

Section
  7.Rights
  of Parties upon Default.

(a)
         With respect to each Loan and the
  Pledged Security related thereto, in the event of the occurrence of a Default,
  in addition to all the rights, powers and remedies Bank shall be entitled to
  exercise, whether vested in Bank by the terms of this Pledge Agreement, the
  Loan

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Agreement or the Note, or by law, equity
  or statute (including, but not limited to, Article 9 of the Illinois Uniform
  Commercial Code) or otherwise, for the protection and enforcement of its rights
  in respect of the Pledged Security, Bank shall be entitled to, without limitation
  (but is under no obligation to Pledgor so to do):

(i)        transfer all or any part of the
  Pledged Security securing the applicable Loan into Banks name or the name
  of its nominee or nominees;

(ii)        after first obtaining all necessary
  regulatory approvals, vote all or any part of the Pledged Security securing
  the applicable Loan (whether or not transferred into the name of Bank or any
  nominee) and give all consents, waivers and ratifications in respect of such
  Pledged Security and otherwise act with respect thereto as though it were the
  outright owner thereof;

(iii)     
  at any time or from time to time to sell, assign and deliver, or grant options
  to purchase, all or any part of the Pledged Security securing the applicable
  Loan, or any interest therein, at any public or private sale, without demand
  of performance, advertisement or notice of intention to sell or of the time
  or place of sale or adjournment thereof (all of which are hereby waived by Pledgor),
  for cash, on credit or for other property, for immediate or future delivery
  without any assumption of credit risk and for such price or prices and on such
  terms as Bank in its absolute discretion may determine,providedthat unless, in the sole discretion of Bank, any of such Pledged Security threatens
  to decline in value or is or becomes a type sold on a recognized market, Bank
  will give Pledgor reasonable notice of the time and place of any public sale
  thereof, or of the time after which any private sale or other intended disposition
  is to be made, and any such Pledged Security remaining after any sale or other
  disposition shall remain subject to the terms of this Pledge Agreement; and

(iv)
       collect any and all money due or to become due
  and enforce in Pledgors name all rights with respect to the Pledged Security
  securing the applicable Loan.

For purposes of this Section, any requirements
  of reasonable notice shall be met if such notice is mailed to Pledgor in accordance
  with the notice requirements set forth in the Loan Agreement, at least ten (10)
  days before the time of the sale or disposition. Any sale of any of the Pledged
  Security conducted in conformity with customary practices of banks, insurance
  companies or other financial institutions disposing of property similar to the
  Pledged Security shall be deemed to be commercially reasonable.

(b)
         Unless prohibited by law, Pledgor
  agrees to give Bank, any prospective purchaser (pursuant toSection
  7(a)(iii)above) of the Pledged Security and their
  respective representatives, full access to further information (including, but
  not limited to, records, files, correspondence, tax work papers and audit work
  papers) relating to or concerning Pledgor.

(c)
         Notwithstanding anything contained
  herein to the contrary, pursuant to Treasury Regulation Section 54.4975-7(b)(6),
  with respect to each Loan (and the Pledged Security securing such Loan), Pledgor
  may only execute on and otherwise assert its rights with respect to so much
  of the Pledged Security that has a value not to exceed the amount of the default.

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Section
  8.Remedies Cumulative.Each right, power and remedy of Bank provided
  in this Pledge Agreement or now or hereafter existing at law or in equity or
  by statute or otherwise shall be cumulative and concurrent and shall be in addition
  to every other right, power or remedy provided for in this Pledge Agreement
  or now or hereafter existing at law or in equity or by statute or otherwise.
  The exercise or partial exercise by Bank of any one or more of such rights,
  powers or remedies shall not preclude the simultaneous or later exercise by
  Bank of all such other rights, powers or remedies, and no failure or delay on
  the part of Bank to exercise any such right, power or remedy shall operate as
  a waiver thereof.

Section
  9.Waiver of Defenses.No renewal or extension of the time of payment
  of the Obligations; no release or surrender of, or failure to perfect or enforce,
  any security interest for the Obligations; no release of any person primarily
  or secondarily liable on the Obligations (including any maker, endorser or guarantor);
  no delay in enforcement of payment of the Obligations; and no delay or omission
  in exercising any right or power with respect to the Obligations or any security
  agreement securing the Obligations shall affect the rights of Bank in the Pledged
  Security.

Section
  10.Other
  Waivers.Waiver by Bank of any Default hereunder, or of any breach of the provisions
  of this Pledge Agreement by Pledgor, or any right of Bank hereunder, shall not
  constitute a waiver of any other Default or breach or right, nor the same Default
  or breach or right on a future occasion.

Section
  11.Severability.Whenever possible, each provision of this Pledge Agreement shall be interpreted
  in such manner as to be effective and valid under applicable law, but if any
  provision of this Pledge Agreement shall be held to be prohibited or invalid
  under applicable law, such provision shall be ineffective only to the extent
  of such prohibition or invalidity, without invalidating the remainder of such
  provision or the remaining provisions of this Pledge Agreement.

Section
  12.Pledgors
  Obligations Absolute.The
  obligations of Pledgor under this Pledge Agreement shall be absolute and unconditional
  and shall remain in full force and effect without regard to, and shall not be
  released, discharged or in any way impaired by any circumstance whatsoever,
  including without limitation: (a) any amendment or modification of the Note,
  the Loan Agreement, the Guarantee or any document or instrument provided for
  herein or therein or related thereto (other than amendments or modifications
  of this Agreement to the extent that they expressly provide for such release,
  discharge or impairment), or any assignment, transfer or other disposition of
  any thereof; (b) any waiver, consent, extension, indulgence or other action
  or inaction under or in respect of any such document or instrument or any exercise
  or non-exercise of any right, remedy, power or privilege under or in respect
  of any such document or instrument or this Pledge Agreement; (c) any bankruptcy,
  insolvency, reorganization, arrangement, readjustment, composition, liquidation
  or similar proceeding with respect to Company, Pledgor, Guarantor or any of
  their properties or creditors; or (d) any limitation on Companys, Pledgors
  or Guarantors liabilities or obligations under any such instrument or
  any invalidity or unenforceability in whole or in part of any such document
  or instrument or any term thereof; whether or not Pledgor shall have notice
  or knowledge of the foregoing.

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Section
  13.Termination.This Pledge Agreement shall terminate upon the
  receipt by Bank of evidence satisfactory to Bank, in Banks sole and absolute
  discretion, of the payment in full of the Obligations and the termination of
  all commitments under the Loan Agreement. At the time of such termination, Bank,
  at the request and expense of Pledgor, will execute and deliver to Pledgor a
  proper instrument or instruments acknowledging the satisfaction and termination
  of this Pledge Agreement and any necessary documents to release any UCC-1 financing
  statements filed in connection with the Pledged Security, and will duly assign,
  transfer and deliver to Pledgor such of the Pledged Security as has not yet
  theretofore been sold or otherwise applied or released pursuant to this Pledge
  Agreement.

Section
  14.Further
  Assurances.Pledgor, at its expense, will duly execute, acknowledge and deliver all such
  instruments and take all such action as Bank from time to time may reasonably
  request in order further to effectuate the purposes of this Pledge Agreement
  and to carry out the terms hereof. Pledgor, at its expense, will at all times
  cause this Pledge Agreement (or a proper notice or statement, in respect hereof)
  to be duly recorded, published and filed and rerecorded, republished and refiled
  in such manner and in such places, if any, and will pay or cause to be paid
  all such recording, filing and other taxes, fees and charges, if any, and will
  comply with all such statutes and regulations, if any, as may be required by
  law in order to establish, perfect, preserve and protect the rights and security
  interests of Bank hereunder.

Section
  15.Notices.All communications provided for or related hereto
  shall be given in accordance with the notice requirements of the Loan Agreement.

Section
  16.Amendments.
  Any term of this Pledge Agreement may be amended only with the written consent
  of Pledgor and Bank. Any amendment effected in accordance with this Section
  shall be binding upon the holder of the Note at the time outstanding, each future
  holder of the Note and Pledgor.

Section
  17.Assigns.This Pledge Agreement and all rights and liabilities
  hereunder and in and to any and all Pledged Security shall inure to the benefit
  of Bank and its successors and assigns, and shall be binding on Pledgor and
  Pledgors successors and assigns;provided,
  however, Pledgor may not assign or otherwise transfer
  its rights or liabilities hereunder or to any of the Pledged Security without
  the prior written consent of Bank.

Section
  18.Miscellaneous.This Pledge Agreement embodies the entire agreement and understanding between
  Bank and Pledgor relating to the Pledged Security. The headings in this Pledge
  Agreement are for purposes of reference only and shall not limit or otherwise
  affect the meaning hereof. Pledgor acknowledges that this Pledge Agreement is
  and shall be effective upon execution by Pledgor and delivery to and acceptance
  hereof by Bank, and it shall not be necessary for Bank to execute any acceptance
  hereof or otherwise to signify or express its acceptance hereof to Pledgor.

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THIS PLEDGE
  AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN NEGOTIATED, EXECUTED AND DELIVERED
  AT, AND SHALL BE DEEMED TO HAVE BEEN MADE AT, CHICAGO, ILLINOIS. THE LOANS REFERENCED
  HEREIN ARE TO BE FUNDED AND REPAID AT, AND THIS PLEDGE AGREEMENT IS OTHERWISE
  TO BE PERFORMED AT, CHICAGO, ILLINOIS AND THIS PLEDGE AGREEMENT SHALL BE INTERPRETED,
  AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE
  WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REFERENCE TO: (i) ITS
  JUDICIALLY OR STATUTORILY PRONOUNCED RULES REGARDING CONFLICT OF LAWS OR CHOICE
  OF LAW; (ii) WHERE ANY OTHER AGREEMENT IS EXECUTED OR DELIVERED; (iii) WHERE
  ANY PAYMENT OR OTHER PERFORMANCE REQUIRED BY ANY SUCH AGREEMENT IS MADE OR REQUIRED
  TO BE MADE; (iv) WHERE ANY BREACH OF ANY PROVISION OF ANY SUCH AGREEMENT OCCURS,
  OR ANY CAUSE OF ACTION OTHERWISE ACCRUES; (v) WHERE ANY ACTION OR OTHER PROCEEDING
  IS INSTITUTED OR PENDING; (vi) THE NATIONALITY, CITIZENSHIP, DOMICILE, PRINCIPAL
  PLACE OF BUSINESS, OR JURISDICTION OR ORGANIZATION OR DOMESTICATION OF ANY PARTY;
  (vii) WHETHER THE LAWS OF THE FORUM JURISDICTION OTHERWISE WOULD APPLY THE LAWS
  OF A JURISDICTION OTHER THAN THE STATE OF ILLINOIS; OR (viii) ANY COMBINATION
  OF THE FOREGOING. AS PART OF THE CONSIDERATION FOR NEW VALUE THIS DAY RECEIVED,
  THE PLEDGOR RECOGNIZES THAT THE BANKS PRINCIPAL OFFICE IS LOCATED IN CHICAGO,
  ILLINOIS AND THAT THE BANK MAY BE IRREPARABLY HARMED IF REQUIRED TO INSTITUTE
  OR DEFEND ANY ACTIONS AGAINST THE PLEDGOR IN ANY JURISDICTION OTHER THAN THE
  NORTHERN DISTRICT OF ILLINOIS OR COOK COUNTY, ILLINOIS; THEREFORE, THE PLEDGOR
  IRREVOCABLY (a) AGREES THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING RELATING
  TO THIS PLEDGE AGREEMENT AND/OR THE LOANS REFERENCED HEREIN MAY BE BROUGHT IN
  THE NORTHERN DISTRICT OF ILLINOIS, IF FEDERAL JURISDICTION IS AVAILABLE, AND,
  OTHERWISE, IN THE CIRCUIT COURT OF COOK COUNTY, AT THE BANKS OPTION; (b)
  CONSENTS TO THE JURISDICTION OF EACH SUCH COURT IN ANY SUCH SUIT, ACTION OR
  PROCEEDING; (c) WAIVES ANY OBJECTION WHICH THE PLEDGOR MAY HAVE TO THE LAYING
  OF VENUE IN ANY SUCH SUIT, ACTION OR PROCEEDING IN EITHER SUCH COURT; AND (d)
  AGREES TO JOIN THE BANK IN ANY PETITION FOR REMOVAL TO EITHER SUCH COURT BROUGHT
  BY THE BANK. THE PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY
  ACTION INSTITUTED HEREUNDER AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK
  OF JURISDICTION OR VENUE. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF
  THE BANK TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW OR AFFECT THE
  RIGHT OF THE BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE PLEDGOR OR ITS
  PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

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THE PLEDGOR
  HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY
  HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH
  THIS PLEDGE AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY OTHER STATEMENTS
  OR ACTIONS OF THE PLEDGOR OR THE BANK. THE PLEDGOR ACKNOWLEDGES THAT IT HAS
  BEEN REPRESENTED IN THE SIGNING OF THIS PLEDGE AGREEMENT AND IN THE MAKING OF
  THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND
  THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. THE PLEDGOR FURTHER
  ACKNOWLEDGES THAT (a) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS
  OF THIS WAIVER, (b) THIS WAIVER HAS BEEN REVIEWED BY THE PLEDGOR AND THE PLEDGORS
  COUNSEL AND IS A MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT THIS PLEDGE AGREEMENT
  AND TO ENTER INTO THE OTHER LOAN DOCUMENTS, AND (c) THIS WAIVER SHALL BE EFFECTIVE
  AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS FULLY INCORPORATED THEREIN. IN THE
  EVENT OF LITIGATION, A COPY OF THIS DOCUMENT MAY BE FILED AS A WRITTEN CONSENT
  TO A TRIAL BY THE COURT.

|GOLD BANC CORPORATION, INC.   |                        | BANK ONE, NA
|----------------------------- | ---------------------- | ------------
|EMPLOYEE STOCK OWNERSHIP PLAN |                        |             
|ANDTRUST                      |                        |             
|                              |                        |             
|BY:                           | GOLD TRUST COMPANY, AS |             
|                              | TRUSTEE                |             
|                              |                        |             
|                              |                        |             
|                              | By: /s/ Gerald R. Lau  |             
|                              | Gerald R. Lau          |             
|                              | Vice President         |             

10

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Schedule A

Pledged Stock

Loan Date:          October
  1, 2004

Current Principal Balance:        $10,050,000.00

Certificate #
    # of Shares22235
    55422236
    100,00022237
    37,93622238
    60,00022239
    60,00022240
    60,00022241
    20,00022242
    20,00022243
    11,66122244
    11,66122245
    11,66122246
    12,27422247
    12,27422248
    12,27422249
    43922250
    100,00022251
    100,00022252
    60,00022253
    60,00022254
    60,00022255
    20,00022256
    20,000Sub-Total
    850,734


Certificate #
      # of Shares22257
      20,00022258
      11,66122259
      11,66122260
      11,66122261
      12,27422262
      12,27422263
      12,27422264
      100,00022265
      47,01922266
      60,00022267
      60,00022268
      60,00022269
      20,00022270
      20,00022271
      21,50022272
      11,66122273
      11,66122274
      11,66422275
      12,27422276
      12,27422277
      12,274Sub-Total
      552,132






|Total Shares Held by Bank | 1,402,866
|------------------------- | ---------



11

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