UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

(Mark One)

||X| | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the
quarterly period ended June 30, 2005
|--- | -----------------------------------------------------------------------------------------------------------------------------------

or

||_| | TRANSITION
REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACTFor the transition period from
       to
|--- | -------------------------------------------------------------------------------------------------------

Commission file number
0-28936

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GOLD BANC CORPORATION,
INC.(Exact name of registrant as specified in its charter)

|Kansas(State
or other jurisdictionof incorporation or organization)         | 48-1008593(I.R.S.
Employer Identification No.)
|--------------------------------------------------------------------------- | ----------------------------------------------
|                                                                           
|11301 Nall Avenue, Leawood, Kansas
(Address of principal executive offices) | 66211
(Zip code)                              

(913) 451-8050(Registrants telephone number, including area code)

---

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days. Yes |X| No |_|

Indicate by
check mark whether the  registrant  is an  accelerated  filer (as defined in Rule 12b-2
of the  Exchange Act). Yes |X| No |_|

Indicate
the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practical date.

|ClassCommon
Stock, $1.00 par value | Outstanding at
August 4, 200538,648,646
|---------------------------------- | ---------------------------------------

|
|
|

GOLD BANC CORPORATION,
INC.INDEX TO 10-Q FOR THE QUARTERLYPERIOD ENDED JUNE 30, 2005

Page

|        |  |                                                                                                                                              
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|PART I  |  | FINANCIAL INFORMATION                                                                                                                        
|        | 
|ITEM 1: |  | FINANCIAL STATEMENTS                                                                                                                         
|        | 
|        |  | Consolidated Balance Sheets as of June 30, 2005 and June 30, 2004 (Unaudited)                                                                
|        |  | Consolidated Statements of Earnings For the Three Months Ended June 30, 2005 and June 30, 2004 (Unaudited)                                   
|        |  | Consolidated Statements of Earnings For the Six Months Ended June 30, 2005 and June 30, 2004 (Unaudited)                                     
|        |  | Consolidated Statements of Stockholders Equity and Comprehensive Income For the Six Months Ended June 30, 2005 and June 30, 2004 (Unaudited)
|        |  | Consolidated Statements of Cash Flows For the Six Months ended June 30, 2005 and June 30, 2004 (Unaudited)                                   
|        |  | Notes to Consolidated Financial Statements (Unaudited)                                                                                       
|        | 
|ITEM 2: |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS                                                         
|        | 
|ITEM 3: |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                                                   
|        | 
|ITEM 4: |  | CONTROLS AND PROCEDURES                                                                                                                      
|        | 
|PART II |  | OTHER INFORMATION                                                                                                                            
|        | 
|ITEM 1: |  | LEGAL PROCEEDINGS                                                                                                                            
|        | 
|ITEM 2: |  | CHANGES IN SECURITIES AND USE OF PROCEEDS                                                                                                    
|        | 
|ITEM 3: |  | DEFAULTS UPON SENIOR SECURITIES                                                                                                              
|        | 
|ITEM 4: |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                          
|        | 
|ITEM 5: |  | OTHER INFORMATION                                                                                                                            
|        | 
|ITEM 6: |  | EXHIBITS                                                                                                                                     

| 
|-
|1
| 

PART I   FINANCIAL
INFORMATION

|ITEM 1: | FINANCIAL STATEMENTS
|------- | --------------------

GOLD BANC
CORPORATION,  INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)(Unaudited)

|                                                                            | June 30,2005 |  | December 31,2004 |          
|--------------------------------------------------------------------------- | ------------ |  | ---------------- | ---------
|Assets                                                                      |              |  |                  |          
|                                                                            |              | 
|Cash and due from banks                                                     |              |  | $                | 68,503   
|Federal funds sold and interest-bearing deposits                            |              |  |                  | 99,446   
|                                                                            |              |  |                  |          
|Total cash and cash equivalents                                             |              |  |                  | 167,949  
|                                                                            |              |  |                  |          
|Investment securities:                                                      |              | 
|Available-for-sale, at fair value                                           |              |  |                  | 381,757  
|Held-to-maturity (fair value of $391,191 and $411,232 as of                 |              | 
|June 30, 2005 and December 31, 2004, respectively)                          |              |  |                  | 396,541  
|Trading, at fair value                                                      |              |  |                  | 2,845    
|                                                                            |              |  |                  |          
|Total investment securities                                                 |              |  |                  | 781,143  
|                                                                            |              |  |                  |          
|Loans                                                                       |              |  |                  | 2,941,417
|Allowance for loan losses                                                   |              |  |                  | (33,552  
|                                                                            |              |  |                  |          
|Loans, net                                                                  |              |  |                  | 2,907,865
|                                                                            |              |  |                  |          
|Mortgage loans held-for-sale, net                                           |              |  |                  | 8,068    
|Premises and equipment, net                                                 |              |  |                  | 53,462   
|Goodwill                                                                    |              |  |                  | 29,252   
|Other intangible assets, net                                                |              |  |                  | 4,960    
|Accrued interest and other assets                                           |              |  |                  | 57,036   
|Cash surrender value of bank-owned life insurance, net of surrender charges |              |  |                  | 84,857   
|Assets held for sale                                                        |              |  |                  |         
|                                                                            |              |  |                  |          
|Total assets                                                                |              |  | $                | 4,094,592
|                                                                            |              |  |                  |          

See
accompanying  notes to consolidated financial statements

| 
|-
|2
| 

GOLD BANC
CORPORATION,  INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)(Unaudited)

|                                                                              | June 30,2005 |  | December 31,2004 |          
|----------------------------------------------------------------------------- | ------------ |  | ---------------- | ---------
|Liabilities and Stockholders Equity                                          |              |  |                  |          
|                                                                              |              | 
|Liabilities:                                                                  |              | 
|Deposits                                                                      |              |  | $                | 2,913,417
|Securities sold under agreements to repurchase                                |              |  |                  | 131,450  
|Federal funds purchased and other short-term borrowings                       |              |  |                  | 15,960   
|Subordinated debt                                                             |              |  |                  | 116,599  
|Long-term borrowings                                                          |              |  |                  | 593,667  
|Accrued interest and other liabilities                                        |              |  |                  | 45,171   
|Liabilities held for sale                                                     |              |  |                  |         
|                                                                              |              |  |                  |          
|Total liabilities                                                             |              |  |                  | 3,816,264
|                                                                              |              |  |                  |          
|Stockholders equity:                                                         |              | 
|Preferred stock, no par value; 50,000,000 shares authorized, no shares issued |              |  |                  |         
|Common stock, $1.00 par value; 50,000,000 shares authorized 45,233,680 and    |              | 
|45,011,227 shares issued at June 30, 2005 and December 31, 2004               |              |  |                  | 45,234   
|Additional paid-in capital                                                    |              |  |                  | 132,935  
|Retained earnings                                                             |              |  |                  | 176,557  
|Accumulated other comprehensive loss, net                                     |              |  |                  | (5,910   
|Unearned compensation                                                         |              |  |                  | (11,888  
|                                                                              |              |  |                  |          
|                                                                              |              |  |                  | 336,928  
|Less treasury stock,                                                          |              | 
|6,550,914 and 4,824,575 shares at June 30, 2005 and December 31, 2004         |              |  |                  | (58,600  
|                                                                              |              |  |                  |          
|Total stockholders equity                                                    |              |  |                  | 278,328  
|                                                                              |              |  |                  |          
|Total liabilities and stockholders equity                                    |              |  | $                | 4,094,592
|                                                                              |              |  |                  |          

See  accompanying
notes to consolidated financial statements

| 
|-
|3
| 

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
For the Three Months ended
(In thousands, except per share data)
(Unaudited)

|                                                        | June 30,2005 |  | June 30,2004 |       
|------------------------------------------------------- | ------------ |  | ------------ | ------
|Interest Income:                                        |              |  |              |       
|Loans, including fees                                   |              |  | $            | 51,406
|Investment securities                                   |              |  |              | 7,478 
|Other                                                   |              |  |              | 746   
|                                                        |              |  |              |       
|Total interest income                                   |              |  |              | 59,630
|                                                        |              |  |              |       
|Interest Expense:                                       |              | 
|Deposits                                                |              |  |              | 19,206
|Borrowings and other                                    |              |  |              | 9,151 
|                                                        |              |  |              |       
|Total interest expense                                  |              |  |              | 28,357
|                                                        |              |  |              |       
|Net interest income                                     |              |  |              | 31,273
|                                                       
|Provision for loan losses                               |              |  |              | 4,033 
|                                                        |              |  |              |       
|Net interest income after provision for loan losses     |              |  |              | 27,240
|                                                        |              |  |              |       
|Other income:                                           |              | 
|Service fees                                            |              |  |              | 3,205 
|Investment trading fees and commissions                 |              |  |              | 251   
|Net gains on sales of mortgage loans                    |              |  |              | 379   
|Net  gains (losses) on sales of securities              |              |  |              | (1,883
|Gain on sales of branch facilities                      |              |  |              | 34,420
|Bank-owned life insurance                               |              |  |              | 943   
|Gain on sale of credit card portfolio                   |              |  |              |      
|Trust fees                                              |              |  |              | 1,224 
|Other                                                   |              |  |              | 162   
|                                                        |              |  |              |       
|Total other income                                      |              |  |              | 38,701
|                                                        |              |  |              |       
|Other expense:                                          |              | 
|Salaries and employee benefits                          |              |  |              | 12,968
|Data processing                                         |              |  |              | 1,676 
|Net occupancy expense                                   |              |  |              | 1,774 
|Depreciation and amortization expense                   |              |  |              | 1,861 
|Professional services                                   |              |  |              | 1,683 
|Expense for the settlement of qui tam litigation, net   |              |  |              |      
|Other                                                   |              |  |              | 5,575 
|                                                        |              |  |              |       
|Total other expense                                     |              |  |              | 25,537
|                                                        |              |  |              |       
|Earnings from continuing operations before income taxes |              |  |              | 40,404
|                                                       
|Income tax expense                                      |              |  |              | 15,139
|                                                        |              |  |              |       
|Net earnings                                            |              |  | $            | 25,265
|                                                        |              |  |              |       
|Net earnings per share  basic                          |              |  | $            | 0.67  
|                                                        |              |  |              |       
|Net earnings per share  diluted                        |              |  | $            | 0.66  
|                                                        |              |  |              |       

See accompanying
notes to consolidated financial statements

| 
|-
|4
| 

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
For the Six Months ended
(In thousands, except per share data)

|                                                            | June 30,2005 |  | June 30,2004 |        
|----------------------------------------------------------- | ------------ |  | ------------ | -------
|Interest Income:                                            |              |  |              |        
|Loans, including fees                                       |              |  | $            | 99,725 
|Investment securities                                       |              |  |              | 15,384 
|Other                                                       |              |  |              | 1,532  
|                                                            |              |  |              |        
|Total interest income                                       |              |  |              | 116,641
|                                                            |              |  |              |        
|Interest Expense:                                           |              | 
|Deposits                                                    |              |  |              | 36,938 
|Borrowings and other                                        |              |  |              | 18,130 
|                                                            |              |  |              |        
|Total interest expense                                      |              |  |              | 55,068 
|                                                            |              |  |              |        
|Net interest income                                         |              |  |              | 61,573 
|Provision for loan losses                                   |              |  |              | 5,285  
|                                                            |              |  |              |        
|Net interest income after provision for loan losses         |              |  |              | 56,288 
|                                                            |              |  |              |        
|Other income:                                               |              | 
|Service fees                                                |              |  |              | 6,417  
|Investment trading fees and commissions                     |              |  |              | 1,045  
|Net gains on sales of mortgage loans                        |              |  |              | 587    
|Net  gains (losses) on sales of securities                  |              |  |              | (2,064 
|Gain on sales of branch facilities                          |              |  |              | 34,420 
|Gain on sale of credit card portfolio                       |              |  |              |       
|Bank-owned life insurance                                   |              |  |              | 1,877  
|Trust fees                                                  |              |  |              | 2,506  
|Other                                                       |              |  |              | 351    
|                                                            |              |  |              |        
|Total other income                                          |              |  |              | 45,139 
|                                                            |              |  |              |        
|Other expense:                                              |              | 
|Salaries and employee benefits                              |              |  |              | 25,876 
|Data processing                                             |              |  |              | 3,564  
|Net occupancy expense                                       |              |  |              | 3,503  
|Depreciation and amortization expense                       |              |  |              | 3,632  
|Professional services                                       |              |  |              | 2,889  
|Expense for the settlement of qui tam litigation, net       |              |  |              |       
|Other                                                       |              |  |              | 10,397 
|                                                            |              |  |              |        
|Total other expense                                         |              |  |              | 49,861 
|                                                            |              |  |              |        
|Earnings from continuing operations before income taxes     |              |  |              | 51,566 
|                                                            |              | 
|Income tax expense                                          |              |  |              | 18,178 
|                                                            |              |  |              |        
|Net earnings from continuing operations                     |              |  |              | 33,388 
|Net loss from discontinued operations, net of tax           |              |  |              |       
|                                                            |              |  |              |        
|Net earnings                                                |              |  | $            | 33,388 
|                                                            |              |  |              |        
|Net earnings from continuing operations per share  basic   |              |  | $            | 0.87   
|Net loss from discontinued operations per share  basic     |              |  |              |       
|                                                            |              |  |              |        
|Net earnings per share  basic                              |              |  | $            | 0.87   
|                                                            |              |  |              |        
|Net earnings from continuing operations per share  diluted |              |  | $            | 0.86   
|Net loss from discontinued operations per share  diluted   |              |  |              |       
|                                                            |              |  |              |        
|Net earnings per share  diluted                            |              |  | $            | 0.86   
|                                                            |              |  |              |        

See accompanying
notes to consolidated financial statements

| 
|-
|5
| 

GOLD BANC CORPORATION,  INC. AND SUBSIDIARIES

Consolidated  Statements of Stockholders Equity and Comprehensive Income
For the Six Months  Ended June 30, 2005, and June 30, 2004

(Amounts in thousands)
(Unaudited)

|                                                                                                                           | PreferredStock |  | CommonStock |   | AdditionalPaid-inCapital |  | RetainedEarnings |   | AccumulatedOtherComprehensiveIncome (Loss) |         | UnearnedCompensation |  | TreasuryStock |   | Total |        
|-------------------------------------------------------------------------------------------------------------------------- | -------------- |  | ----------- | - | ------------------------ |  | ---------------- | - | ------------------------------------------ | ------- | -------------------- |  | ------------- | - | ----- | -------
|Balance at December 31, 2003                                                                                               |                |  | $           |  |                          |  | 44,567           |   |                                            | 122,444 |                      |  | 132,082       |   |       | (2,812 
|Net earnings for the six months ended June 30, 2004                                                                        |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 13,615        |   |       |       
|Change in unrealized gain on available-for-sale securities                                                                 |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | (8,257 
|                                                                                                                           |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Total comprehensive income for the six months ended June 30, 2004                                                          |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 13,615        |   |       | (8,257 
|Exercise of 285,906 stock options                                                                                          |                |  |             |  |                          |  | 286              |   |                                            | 2,781   |                      |  |              |   |       |       
|Tax benefit of exercise of stock options                                                                                   |                |  |             |  |                          |  |                 |   |                                            | 380     |                      |  |              |   |       |       
|Allocation of 150,000 shares held by Employee Stock Ownership Plan                                                         |                |  |             |  |                          |  |                 |   |                                            | 1,162   |                      |  |              |   |       |       
|Stock-based compensation expense                                                                                           |                |  |             |  |                          |  |                 |   |                                            | 1,054   |                      |  |              |   |       |       
|Dividends paid ($0.06 per common share)                                                                                    |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | (2,398        | ) |       |       
|                                                                                                                           |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Balance at June 30, 2004                                                                                                   |                |  | $           |  |                          |  | 44,853           |   |                                            | 127,821 |                      |  | 143,299       |   |       | (11,069
|                                                                                                                           |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Balance at December 31, 2004                                                                                               |                |  | $           |  |                          |  | 45,011           |   |                                            | 129,381 |                      |  | 146,360       |   |       | (6,007 
|Net earnings for the six months ended June 30, 2005                                                                        |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 33,388        |   |       |       
|Amortization of unrealized loss on investment securities transferred from available-for-sale to held-to-maturity portfolio |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | 230    
|Change in unrealized gain on derivative financial instruments                                                              |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | (41    
|Change in unrealized loss on available-for-sale securities                                                                 |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | (92    
|                                                                                                                           |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Total comprehensive income for the six months ended June 30, 2005                                                          |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 33,388        |   |       | 97     
|Exercise of 56,553 stock options                                                                                           |                |  |             |  |                          |  | 57               |   |                                            | 335     |                      |  |              |   |       |       
|Tax benefit of exercise of stock options                                                                                   |                |  |             |  |                          |  |                 |   |                                            | 71      |                      |  |              |   |       |       
|Allocation of 128,000 shares held by Employee Stock Ownership Plan                                                         |                |  |             |  |                          |  |                 |   |                                            | 828     |                      |  |              |   |       |       
|Acquisition of 1,726,339 shares of treasury stock                                                                          |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       |       
|Issuance of restricted stock grants                                                                                        |                |  |             |  |                          |  | 188              |   |                                            | 2,476   |                      |  |              |   |       |       
|Stock-based compensation expense                                                                                           |                |  |             |  |                          |  | (22              | ) |                                            | (156    | )                    |  |              |   |       |       
|Dividends paid ($0.08 per common share)                                                                                    |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | (3,191        | ) |       |       
|                                                                                                                           |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        
|Balance at June 30, 2005                                                                                                   |                |  | $           |  |                          |  | 45,234           |   |                                            | 132,935 |                      |  | 176,557       |   |       | (5,910 
|                                                                                                                           |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |        

See accompanying notes to consolidated
financial statements.

| 
|-
|6
| 

GOLD BANC CORPORATION,  INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2005 and 2004
(Amounts in thousands)
(Unaudited)

|                                                                  | June 30, 2005 |  | June 30, 2004 |         
|----------------------------------------------------------------- | ------------- |  | ------------- | --------
|Cash flows from operating activities:                             |               |  |               |         
|Net earnings                                                      |               |  | $             | 33,388  
|Loss from discontinued operations                                 |               |  |               |        
|Adjustments to reconcile net earnings to net cash provided by     |               | 
|(used in) operating activities:                                   |               | 
|Provision for loan losses                                         |               |  |               | 5,285   
|Allocation of ESOP Shares                                         |               |  |               | 828     
|Non-cash compensation expense                                     |               |  |               | 739     
|(Gain) loss on sales of securities                                |               |  |               | 2,064   
|Gain on sales of branches                                         |               |  |               | (34,420 
|Amortization of investment securities premiums, net of accretion |               |  |               | 882     
|Depreciation and amortization                                     |               |  |               | 3,632   
|Gain on sale of mortgage loans held for sale                      |               |  |               | (587    
|Increase in cash surrender value of bank owned life insurance     |               |  |               | (1,877  
|Net decrease in trading securities                                |               |  |               | 2,611   
|Proceeds from sale of loans held for sale                         |               |  |               | 50,341  
|Origination of loans held for sale, net of repayments             |               |  |               | (52,098 
|Other changes:                                                    |               | 
|Accrued interest receivable and other assets                      |               |  |               | 1,459   
|Accrued interest payable and other liabilities                    |               |  |               | 14,858  
|Net change in operating activities of discontinued operations     |               |  |               |        
|                                                                  |               |  |               |         
|Net cash provided by operating activities                         |               |  | $             | 27,105  
|                                                                  |               |  |               |         
|Cash flows from investing activities:                             |               | 
|Net increase in loans                                             |               |  | $             | (575,091
|Proceeds from sales of available for sale securities              |               |  |               | 101,258 
|Proceeds from calls, paydowns and maturities of available for     |               | 
|sale securities                                                   |               |  |               | 14,050  
|Purchases of available-for-sale securities                        |               |  |               | (606    
|Proceeds from calls, paydowns and maturities of held to maturity  |               | 
|securities                                                        |               |  |               | 14,741  
|Purchases of held-to-maturity securities                          |               |  |               |        
|Net additions to premises and equipment                           |               |  |               | (8,972  
|Net decrease in assets held for sale                              |               |  |               | 387,510 
|Net decrease in liabilities held for sale                         |               |  |               | (350,186
|Cash received (paid) in branch sales                              |               |  |               | 75,322  
|Cash received in redemption of cash surrender value of life       |               | 
|insurance                                                         |               |  |               |        
|                                                                  |               |  |               |         
|Net cash used in investing activities                             |               |  | $             | (341,974
|                                                                  |               |  |               |         
|Cash flows from financing activities:                             |               | 
|Increase in deposits                                              |               |  | $             | 459,268 
|Net decrease (increase) in short-term borrowings                  |               |  |               | 10,613  
|Repayment of long-term borrowings                                 |               |  |               | (887,950
|Additional long-term borrowings                                   |               |  |               | 819,629 
|Proceeds from issuance of common stock                            |               |  |               | 392     
|Tax benefit of issuance of common stock                           |               |  |               | 71      
|Purchase of treasury stock                                        |               |  |               | (24,311 
|Dividends paid                                                    |               |  |               | (3,191  
|                                                                  |               |  |               |         
|Net cash provided by financing activities                         |               |  |               | 374,521 
|                                                                  |               |  |               |         
|Increase (decrease) in cash and cash equivalents                  |               |  |               | 59,652  
|Cash and cash equivalents, beginning of period                    |               |  |               | 108,297 
|                                                                  |               |  |               |         
|Cash and cash equivalents, end of period                          |               |  | $             | 167,949 
|                                                                  |               |  |               |         
|Supplemental disclosure of cash flow information:                 |               | 
|Cash paid for interest                                            |               |  | $             | 55,915  
|Cash paid for income taxes                                        |               |  |               | 9,122   
|Transfer of investment securities available-for-sale to           |               | 
|held-to-maturity portfolio                                        |               |  |               |        

See accompanying notes to consolidated
financial statements.

| 
|-
|7
| 

GOLD BANC
CORPORATION, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

|1. | Basis
of Presentation  and Nature of Operations
|-- | -----------------------------------------------

The
accompanying consolidated financial statements have been prepared in accordance with the
instructions for Form 10-Q and do not include all of the information and footnotes
required by generally accepted accounting standards in the United States  (GAAP)
for complete financial statements. The consolidated financial  statements should be read
in conjunction with the audited financial statements included in  the Companys 2004
Annual Report on Form 10-K/A, filed with the Securities and  Exchange Commission on March
24, 2005 (the 2004 Annual Report). Certain  reclassifications have been made
to the fiscal 2004 consolidated financial statements in  order to conform to the fiscal
2005 presentation. The consolidated financial statements  include the accounts of Gold
Banc Corporation, Inc. and its subsidiary bank and companies.  All significant
inter-company balances and transactions have been eliminated.

The
Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004 and the
Consolidated  Statements of Earnings, Stockholders Equity and Comprehensive Income
and Cash Flows  as of and for the three and six months ended June 30, 2005 and 2004 are
unaudited but  include all adjustments (consisting only of normal recurring adjustments)
which the  Company considers necessary for a fair presentation of the Companys
financial  position and results of operations and cash flows for those periods. In
preparing the  financial statements, management is required to make estimates and
assumptions that affect  the reported amounts of assets and liabilities as of the date of
the balance sheet and  revenues and expenses for the period. Material estimates that are
particularly susceptible  to significant change in the near term relate to the allowance
for loan losses. The  consolidated statements of earnings for the three and six months
ended June 30, 2005 are  not necessarily indicative of the results to be expected for the
entire year.

Gold  Banc
Corporation, Inc. is a bank holding company that owns and operates a community bank  with
branches located in Florida, Kansas, Missouri, and Oklahoma. The Company provides a  full
range of commercial and consumer financial services. The Company owns and operates a
full-service broker/dealer and investment firm and a trust company.

|2. | Earnings
per Common  Share
|-- | --------------------------

Basic
earnings per share are based upon the weighted average number of common shares
outstanding  during the periods presented. Diluted earnings per share include the effects
of all  potentially dilutive common shares outstanding during each period. The shares
used in the  calculation of basic and diluted earnings per share for the three and six
months ended  June 30, 2005 and, 2004 are shown below (in thousands):

|                                                           | For the three months endedJune 30 |  | For the six  months endedJune 30 |       
|---------------------------------------------------------- | --------------------------------- |  | -------------------------------- | ------
|
|Weighted average common shares outstanding - basic         |                                   |  |                                  | 38,992
|                                                          
|Unallocated ESOP Shares                                    |                                   |  |                                  | (1,025
|                                                           |                                   |  |                                  |       
|Total basic weighted average common shares outstanding     |                                   |  |                                  | 37,967
|                                                          
|Stock options and unvested restricted stock                |                                   |  |                                  | 467   
|                                                           |                                   |  |                                  |       
|Total weighted average common shares outstanding - diluted |                                   |  |                                  | 38,434
|                                                           |                                   |  |                                  |       

| 
|-
|8
| 

The
Company currently applies Accounting Principles Board Opinion No. 25,  Accounting
for Stock Issued to Employees, (APB 25) and related  interpretations,
in accounting for its stock-based compensation plans.  Accordingly,  no compensation
expense has been recognized for employee stock-based compensation plans  other than for
restricted stock and instances where vesting of option awards have been  accelerated.  The
Company has adopted the disclosure-only provisions of Statement of  Financial Accounting
Standards No. 148, Accounting for Stock-Based  Compensation-Transition and
Disclosure, (SFAS 148) an amendment of  Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based  Compensation,  (SFAS
123); therefore, no compensation expense has  been recognized for the Companys
employee stock options.

In  December 2004,
the Financial Accounting Standards Board issued Statement of Financial  Accounting
Standards No. 123R, Share-Based Payment, (revised 2004) (SFAS 123R).
SFAS 123R requires entities to measure the cost of employee  services received in
exchange for an award of equity instruments based on the grant-date  fair value of the
award. That cost will be recognized over the period during which an  employee is required
to provide service in exchange for the award, normally the vesting  period. This revised
statement allows entities to restate previously issued financial  statements or adopt the
provisions on a prospective basis. If restatement is chosen, the  expense shown for prior
periods will be the same amounts previously calculated and  reported in their pro forma
disclosures that had been required by SFAS 123.  The  provisions of SFAS 123R are
effective for our 2006 fiscal year beginning January 1,  2006. We will continue to
apply the accounting provisions of APB 25 in accounting for our  stock-based compensation
plans until the effective date of SFAS 123R.  On  March 30, 2005, the SEC
released Staff Accounting Bulletin No. 107, Share  Based Payments, (SAB
107), which expresses the staffs views  regarding the application of SFAS
123R.  The impact of adopting SFAS 123R and SAB 107  cannot be accurately estimated
at this time, as it is dependent on the amount of share  based awards in future periods.  However,
had the Company adopted SFAS 123R and SAB  107 in a prior period, the impact would
approximate the pro forma impact to net income  (loss) and earnings (loss) per share
under SFAS 123s fair value method of accounting  for employee stock plans as
presented in the tables within this footnote.  SFAS 123R  also requires that tax
benefits received in excess of recognized compensation cost be  reclassified from an
operating cash flow to a financing cash flow in the Consolidated  Statement of Cash Flows.  This
change in classification will reduce net operating  cash flows and increase net financing
cash flows in the periods after adoption.

The
following table illustrates the effect on reported net income and earnings per share for
the three and six months ended June 30, 2005 and 2004 as if we had applied the fair
value method of accounting for employee stock plans as required by SFAS 123 (in
thousands,  except per share amounts):

|                                                        | For the three months ended | 
|------------------------------------------------------- | -------------------------- | 
|                                                       
|
|Net earnings as reported                                |                            | 
|Add: Stock-based compensation included in reported      |                            | 
|net income, net of related tax effects                  |                            | 
|Deduct: Total stock-based employee compensation expense |                            | 
|determined under fair-value-based method for all        |                            | 
|awards, net of tax                                      |                            | 
|                                                        |                            | 
|Pro forma net earnings                                  |                            | 
|                                                        |                            | 
|Earnings per share:                                     |                            | 
|Basic-as reported                                       |                            | 
|Basic-pro forma                                         |                            | 
|Diluted-as reported                                     |                            | 
|Diluted-pro forma                                       |                            | 

| 
|-
|9
| 

|                                                        | For the six months ended | 
|------------------------------------------------------- | ------------------------ | 
|                                                       
|
|Net earnings as reported                                |                          | 
|Add: Stock-based compensation included in reported      |                          | 
|net income, net of related tax effects                  |                          | 
|Deduct: Total stock-based employee compensation expense |                          | 
|determined under fair-value-based method for all        |                          | 
|awards, net of tax                                      |                          | 
|                                                        |                          | 
|Pro forma net earnings                                  |                          | 
|                                                        |                          | 
|Earnings per share:                                     |                          | 
|Basic-as reported                                       |                          | 
|Basic-pro forma                                         |                          | 
|Diluted-as reported                                     |                          | 
|Diluted-pro forma                                       |                          | 

The
weighted-average fair value of each stock option included in the preceding pro forma
amounts was estimated using a Black-Scholes option-pricing model and is amortized over
the  vesting period of the underlying options.

|3. | Stock
Repurchase
|-- | ----------------

On  October
21, 2004, the board of directors authorized the expenditure of up to $12.0 million  for
the repurchase of its outstanding common stock from time to time during the ensuing
twelve months in open market purchases and private transactions subject to market
conditions, and as permitted by securities laws and other legal requirements. On April
18,  2005, the board of directors authorized an additional expenditure of up to $20.0
million  for the repurchase of its outstanding common stock. During the three months
ended June 30,  2005, 960,225 shares of stock were repurchased at a total cost of
$13,316,080. During the  six months ended June 30, 2005, 1,726,339 shares of stock have
been repurchased at a total  cost of $24,310,545.

|4. | Restricted
Stock Grant
|-- | ----------------------

On  January
19, 2005, the Company granted 156,900 shares of restricted stock and 106,600  restricted
stock units pursuant to the Companys 1996 Equity Compensation Plan. On  April 19,
2005, the Company granted an additional 28,200 shares of restricted stock and  18,800
restricted stock units pursuant to that plan. Compensation expense associated with  these
grants was $0.3 million for the three months ended June 30, 2005 and $0.7 million  for
the six months ended June 30, 2005. The restricted stock and restricted stock units  vest
at the end of three to five years from the date of grant provided continued  employment
with the Company during this period.

|  
|--
|10
|  

|5. | Intangible
Assets and  Goodwill
|-- | -------------------------------

The
following table presents information about the Companys intangible assets, which
are  being amortized in accordance with Statement of Financial Accounting Standards No.
142,  Goodwill and Other Intangible Assets.

|                                                          | June 30, 2005 |        | June 30, 2004 |       
|--------------------------------------------------------- | ------------- | ------ | ------------- | ------
|
|
|Amortized intangible assets:                              |               |        |               |       
|Core deposit premium                                      |               | $7,508 |               | $2,548
|Aggregate amortization expense for the six months ended   |               |        |               | $375  
|Aggregate amortization expense for the three months ended |               |        |               | $188  

Estimated
amortization expense (in thousands) for the years ending December 31:

| |      | 2005 |      | $751 | 
| | ---- | ---- | ---- | ---- | 
| | 2006 |      | $751 |     
| | 2007 |      | $751 |     
| | 2008 |      | $751 |     
| | 2009 |      | $751 |     

Goodwill
from continuing operations at June 30, 2005 was $29.3 million, compared with $30.5
million  at December 31, 2004. There was no impairment to goodwill from continuing
operations  recorded for the three and six months ended June 30, 2005 or 2004. Goodwill
of $1.2  million was allocated to the bank branches sold during the second quarter of
2005 (see  Note 7). Goodwill of $0.6 million was allocated to the bank branches sold
during the first  quarter of 2004 (see Note 7).

During
2002 and 2003, CompuNet Engineering (CompuNet) did not earn a majority of its
revenue from providing services to financial institutions. As a result, the Company was
required under the Bank Holding Company Act to divest itself of CompuNet. During the
fourth quarter of 2003, the Company announced its intent to dispose of CompuNet. As a
result of the expected disposition of this business, the Company recorded additional
impairment charges of $0.8 million and $3.3 million in the third and fourth quarters of
2003 to reduce the carrying value of the net assets (including the remaining goodwill) to
their fair value. The remaining goodwill of $0.2 million was written off in the first
quarter of 2004. The Company sold CompuNet on February 4, 2004.

|6. | Comprehensive
Income
|-- | --------------------

Comprehensive
income (loss) was $31.9 million and ($12.1) million for the three months ended June 30,
2005 and June 30, 2004, respectively. Comprehensive income was $33.5 million and $5.4
million for the six months ended June 30, 2005 and June 30, 2004, respectively. The
difference between comprehensive income and net earnings presented in the consolidated
statements of earnings is attributed solely to unrealized gains and losses on
available-for-sale securities and derivative financial instruments. During the three
months ended June 30, 2005 and June 30, 2004, the Company recorded reclassification
adjustments of $1.2 million and $0.0 million, respectively, associated with gains and
losses included in net earnings for such periods. During the six months ended June 30,
2005 and June 30, 2004, the Company recorded reclassification adjustments of $1.3 million
and $0.1 million, respectively, associated with gains and losses included in net earnings
for such periods

|  
|--
|11
|  

|7. | Mergers,
Acquisitions, Dispositions and Consolidations
|-- | ------------------------------------------------------

Pursuant
to the Companys strategy to increase its presence in higher-growth metropolitan
areas, rural branches have been sold, and the Company redeployed its capital to acquire
deposits in metropolitan areas. The Company believes that the transactions described
below  will have a positive impact on its business, capital and liquidity.

Sale
of Seven Gold Bank-Kansas branches.On September 16, 2003, the Company announced
that it had entered into an agreement for the sale of seven Gold Bank-Kansas branches. An
employee-investor group led by the regional Gold Bank-Kansas president in Marysville,
Kansas, agreed to purchase the Gold Bank-Kansas branches. The sale of the Gold
Bank-Kansas  branches closed on February 13, 2004. As of the date of closing, the
deposits and loans of  the seven Gold Bank-Kansas branches were approximately $333.4
million and $193.0 million  (net of allowance of $1.8 million), respectively. Total bank
premises and equipment net of  accumulated depreciation was $3.8 million. In addition,
goodwill of $0.6 million was  allocated to these branches. In connection with the sale of
these branches, the Company  recorded a gain of approximately $16.2 million.

Sale
of Elkhart branch.On August 28, 2003, Gold Bank-Oklahoma entered into an
agreement for the sale of its branch location in Elkhart, Kansas to ColoEast Bankshares.
The sale of this Gold Bank-Oklahoma branch closed on February 5, 2004. As of the date of
closing, the deposits and loans of this Gold Bank-Oklahoma branch were approximately
$30.0  million and $3.2 million, respectively. Total bank premises and equipment net of
accumulated depreciation was $0.3 million. In connection with the sale of this branch,
the  Company recorded a gain of approximately $0.9 million.

Sale
of CompuNet Engineering On January 15, 2004, the Company entered into a
letter of understanding for the sale of its wholly-owned subsidiary, CompuNet
Engineering,  which provided information technology, e-commerce services and networking
solutions for  banks and other businesses; including the design, implementation and
administration of  local and wide area networks. This sale was made to Computer Source,
Inc. and closed on  February 4, 2004. The financial after-tax impact of CompuNet
operations in 2004 until the  sale resulted in a loss from discontinued operations of
$0.6 million.

Sale
of Weatherford, Geary and Cordell, Oklahoma branches. On February 13,
2004,  Gold Bank-Oklahoma entered into an agreement for the sale of its branch locations
in  Weatherford, Geary and Cordell, Oklahoma to Bank of Western Oklahoma of Elk City. The
sale  of these Gold Bank-Oklahoma branches closed on May 7, 2004. As of the date of
closing, the  deposits and loans of these Gold Bank-Oklahoma branches were approximately
$63.0 million  and $18.6 million, respectively. In connection with the sale of these
branches, the  Company recorded a gain of approximately $3.6 million.

Sale
of Five Gold Bank branches in Oklahoma.On January 12, 2005, Gold Bank
entered into an agreement for the sale of five branch locations in Oklahoma. The sale of
these Gold Bank branches closed on June 17, 2005. As of the date of closing, the deposits
and loans of these Gold Bank branches were approximately $332.6 million and $346.0
million  (net of allowance of $1.9 million), respectively. Bank premises and equipment at
the date  of closing were $4.3 million. Such were recorded as assets and liabilities held
for sale  as of December 31, 2004. In connection with the sale of these branches, the
Company  recorded a gain of approximately $34.4 million.

|8. | Derivative
Instruments
|-- | ----------------------

The
Company utilizes derivative financial instruments as part of its overall interest rate
sensitivity management strategy to mitigate exposure to interest rate risk. The Company
entered into three interest rate swap agreements implemented during 2002 with an
aggregate  notional amount of $82.5 million. The interest rate swaps are derivative
financial  instruments and were designated as fair value hedges of subordinated
debentures. Two of  these swaps were called in 2003 leaving $37.6 million outstanding
during 2004. The  remaining swap had a notional amount equal to the outstanding principal
amount of the  related subordinated debentures, together with the same payment dates,
maturity date and  call provisions as the related subordinated debentures. Under this
swap, the Company paid  interest at a variable rate equal to a spread over 90-day LIBOR,
adjusted quarterly, and  the Company received a fixed rate equal to the interest that it
was obligated to pay on  the related subordinated debentures. The remaining swap for
$37.6 million was called by  the counter-party and terminated on November 1, 2004. Under
this swap agreement, no  payments were due between the parties and the Company recognized
no gain or loss when it  was called in 2004.

|  
|--
|12
|  

In  August
2003, the Company entered into seven interest-rate swap agreements with an  aggregate
notional amount of $190.0 million for the purpose of effectively converting  $190.0
million of fixed-rate FHLB borrowings into floating rate obligations. These  interest
rate swaps are derivative financial instruments and were designated as fair value  hedges
of the FHLB borrowings. Each swap had a notional amount equal to the outstanding
principal amount of the related FHLB borrowings, together with the same payment dates,
maturity dates and call provisions as the related FHLB borrowings. Under each of the
swaps, the Company paid interest at a variable rate equal to a spread over 30-day LIBOR,
adjusted monthly, and the Company received a fixed rate equal to the interest that it was
obligated to pay on the related FHLB borrowings. As a result of the issuance of Statement
133 Issue G25, Cash Flow Hedges: Using the First-Payments-Received Technique in
Hedging the Variable Interest Payments on a Group of Non-Benchmark-Rate-Based Loans (G25)
in July 2004, the Company opted to terminate these fair-value hedges on  November 30,
2004, for new cash-flow hedges of pools of prime-based loans (discussed  below) permitted
under G25. As a result of the termination of these hedges, a cash payment  of $5.4
million was made during the three months ended December 31, 2004 to the  counterparty.

On
December 1, 2004, the Company entered into three interest-rate swap agreements with an
aggregate notional amount of $190.0 million for the purpose of effectively converting
variable-rate, prime-based loans interest streams into fixed-rate interest streams.
Pools of prime-based loans have been designated under the swaps, the principal amount of
these pools corresponding to the hedged transactions equal to 102% of the notional amount
of the swaps. The formula for computing net settlements under the swaps is the same for
each net settlement; that is, the fixed rate is the same throughout the term of the swap
and the variable rate is the prime rate. The re-pricing dates of the swaps match those of
the variable-rate assets, on which the hedged transactions are based. These interest rate
swaps are derivative financial instruments and have been designated as cash-flow hedges
of  prime-based pools of loans. The first swap has a notional value of $60.0 million and
will  effectively fix the Companys interest rate at 6.841% plus the credit
spread  over Prime, if any, with a maturity date of December 2009. The second swap has a
notional  value of $60.0 million and will effectively fix the Companys interest
rate at 7.0%  plus the credit spread over Prime, if any, with a maturity date of December
2010. The  third swap has a notional value of $70.0 million and will effectively fix the
Companys interest rate at 7.14% plus the credit spread over Prime, if any, with a
maturity date of December 2011.

During  the
three months ended June 30, 2005, the Company received net cash flows of $0.6 million
from the seven prime-based pools related cash value swaps that were recorded in interest
income on loans. During the six months ended June 30, 2005, the Company received net cash
flows of $1.4 million from the seven prime-based pools related cash value swaps that were
recorded in interest income on loans.

During  the
three months ended June 30, 2004, the Company received net cash flows of $0.5 million
under the subordinated debenture related swap, and $1.1 million on the FHLB related
swaps,  which were recorded as a $1.6 million reduction of interest expense on
borrowings. $0.6  million was recorded in earnings as a gain due to hedging effectiveness
during the three  months ended June 30, 2004. During the six months ended June 30, 2004,
the Company  received net cash flows of $1.0 million under the subordinated debenture
related swap, and  $2.2 million on the FHLB related swaps, which were recorded as a $3.2
million reduction of  interest expense on borrowings. An additional $0.2 million was
recorded in earnings as a  gain due to hedging ineffectiveness during the six months
ended June 30, 2004.

Derivative
financial instruments held by the Company for purposes of managing interest rate risk are
summarized as follows:

|                    | June 30, 2005          |  | December 31, 2004 |        
|------------------- | ---------------------- |  | ----------------- | -------
|
|                    | (Dollars in thousands) | 
|                   
|Interest rate swaps |                        |  | $                 | 190,000

|  
|--
|13
|  

The
notional amounts of derivative financial instruments do not represent amounts exchanged
by  the parties and, therefore, are not a measure of the Companys credit exposure
through its use of these instruments. The credit exposure represents the accounting loss
the Company would incur in the event the counterparties failed completely to perform
according to the terms of the derivative financial instruments and the collateral held to
support the credit exposure was of no value.

|9. | Financial
Instruments  with Off-Balance-Sheet Risk
|-- | --------------------------------------------------

Financial
instruments that represent off-balance-sheet credit risk consist of open commitments to
extend credit, irrevocable letters of credit, and loans sold with recourse. Open
commitments to extend credit and irrevocable letters of credit amounted to approximately
$1.139 billion at June 30, 2005. Such agreements require the Company to lend to a
customer  as long as there is no violation of any condition established in the contract.
Commitments  generally have fixed expiration dates or other termination clauses. Since
many of the  commitments are expected to expire without being fully drawn upon, the total
commitment  amounts do not necessarily represent future cash requirements. The Company
evaluates each  customers creditworthiness on a case-by-case basis. The amount of
collateral  obtained (if deemed necessary by the Company upon extension of credit) is
based on  managements credit evaluation of the customer. Collateral held varies,
but may  include accounts receivable, inventory, property, plant, equipment, and
income-producing  commercial properties. Included in this amount, the Company has also
contingently  guaranteed $61.9 million in letters of credit issued through the FHLB.
These letters of  credit are collateralized with securities owned by the Company.

The
Company processes residential home mortgage loans for sale in the secondary market. In
conjunction with the sale of such loans, the Company has entered into agreements with the
purchasers of the loans, setting forth certain provisions. Among those provisions is the
right of the purchaser to return the loans to the Company in the event the borrower
defaults within a stated period. This period ranges among the various purchasers from
between one to twelve months. The Companys exposure to credit loss in the event of
default by the borrower and the return of the loan by the purchaser is represented by the
difference in the amount of the loan and the recovery value of the underlying collateral.

At  June
30, 2005, a liability in the amount of $1.0 million, representing the carrying value  of
the guarantee obligations associated with standby letters of credit (included in the
above total of open commitments), was recorded in accordance with FASB Interpretation No.
45, Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, that requires recognition
of the fair value of the liability related to the guarantee issued under standby letters
of credit. This amount will be accreted into earnings over the life of the commitments.
The contractual amount of these letters of credit, which represents the maximum potential
future payments guaranteed by the Company, was $97.0 million at June 30, 2005.

|10. | Loss
Contingencies
|--- | ------------------

In  the
ordinary course of business, various commitments and contingent liabilities are
outstanding which are not reflected in the accompanying consolidated balance sheets.
Management does not expect any material losses to result from these matters.

In  the
ordinary course of business, the Company and its subsidiaries are routinely defendants
in or parties to a number of pending and potential legal actions, including actions
brought on behalf of various classes of claimants, and regulatory matters. The Company is
named as a defendant in lawsuits related to Farm Service Agency loans. Claims for
significant monetary damages are asserted in certain of these actions and proceedings.
Due  to the inherent difficulty of predicting the outcome of such matters, the Company
cannot  ascertain what the eventual outcome of these matters will be; however, based on
current  knowledge and after consultation with legal counsel, the Company does not
believe that  judgments or settlements, if any, arising from pending or potential legal
actions or  regulatory matters, either individually or in the aggregate, will have a
material adverse  effect on the consolidated financial position or liquidity of the
Company although they  could have a material effect on net income for a given period. The
Company intends to  defend itself vigorously against all of the claims asserted in these
matters. Accordingly,  no accrual for a loss contingency on this litigation has been made
in the Companys  consolidated financial statements, as the Company is unable to
reasonably estimate a loss  or range of potential loss.

|  
|--
|14
|  

|ITEM 2: | MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS
|------- | ------------------------------------------------------------------------------------

The
following financial review presents managements discussion and analysis of our
consolidated financial condition and results of operations. This review highlights the
major factors affecting results of operations and any significant changes in financial
condition for the three and six month periods ended June 30, 2005. This review should be
read in conjunction with the consolidated financial statements and related notes
appearing  elsewhere in this report as well as our 2004 Annual Report on Form 10-K/A (the
2004  Annual Report). Results of operations for the three and six month
periods ended June  30, 2005 are not necessarily indicative of results to be attained for
any other period.

Selected Financial
Data

The
following table sets forth certain financial data for the three and six month periods
ended June 30, 2005 and June 30, 2004 (dollars in thousands, except per share amounts):

|                                              | Three Months EndedJune 30, |  | Six Months EndedJune 30, |       
|--------------------------------------------- | -------------------------- |  | ------------------------ | ------
|
|Net earnings                                  |                            |  | $                        | 25,265
|Net earnings per share (diluted)              |                            |  | $                        | 0.66  
|Return on average assets (annualized)         |                            |  |                          | 2.33  
|Return on equity (annualized)                 |                            |  |                          | 38.55 
|Ratio of dividend to net earnings             |                            |  |                          | 7.86  
|                                             
|
|Ratio of Stockholders equity to total assets | 6.80%                      |  | 6.20%                    |       

Results of
Operations

Net
Interest Income

Total
interest income for the three months ended June 30, 2005 was $59.6 million compared to
$48.9 million for the three months ended June 30, 2004, an increase of $10.8 million.
This  increase resulted from a $12.8 million increase in loan interest partially offset
by a  $2.3 million decrease in investment security interest. The increase in interest on
loans  over the prior year is attributed to a significant increase in principal and
increased  rates. The decline on investment earnings was due to declines in the principal
balances  from paydowns, sales, and maturities of securities. We completed the sale of
$101.3  million of investment securities during the second quarter of 2005 with a net
loss of $2.0  million. With the average costs of short-term borrowing approaching the
yield on these  bonds, this strategy served to de-leverage our balance sheet, reduce
reliance on Federal  Home Loan Bank (FHLB) borrowings and improve margin.
These available-for-sale  securities were not required for pledging or other operating
needs, and were sold in June  at recent market highs.

Average
loans (including loans held for sale) increased to $3.2 billion for the three months
ended  June 30, 2005 compared to $2.9 billion for the three months ended June 30, 2004, a
10.6%  increase. This increase in loans resulted from significant loan activity in our
Kansas  City and Florida markets despite the sale of $347.9 million of loans during the
second  quarter of 2005. Total interest income for the six months ended June 30, 2005 was
$116.6  million compared to $99.4 million for the six months ended June 30, 2004, an
increase of  $17.3 million. This increase resulted from a $3.7 million decrease in
investment security  interest, which was more than offset by a $20.5 million increase in
loan interest. For the  three months ended June 30, 2005, our average rate on a
tax-equivalent basis for earning  assets was 5.86%, an increase from 4.95% for the three
months ended June 30, 2004. For the  six months ended June 30, 2005, our average rate on
a tax-equivalent basis for earning  assets was 5.74%, an increase from 5.05% for the six
months ended June 30, 2004. The  increase in the average rate on earning assets primarily
resulted from the increase in  lending rates.

|  
|--
|15
|  

Average
earning assets were $4.1 billion for the three months ended June 30, 2005 compared with
$4.0 billion for the three months ended June 30, 2004. Average earning assets were $4.1
billion for the six months ended June 30, 2005 compared with $4.0 billion for the six
months ended June 30, 2004. The increase in average earning assets is attributable to our
increase in loans partially offset by a decrease in securities.

Total
interest expense for the three months ended June 30, 2005 was $28.4 million, a $7.0
million, or 32.7%, increase over the three months ended June 30, 2004. The increase was
primarily due to a $5.0 million increase in interest on deposits and a $2.0 million
increase in interest on borrowings. Total interest expense for the six months ended June
30, 2005 was $55.1 million, an $11.7 million, or 27.0%, increase over the six months
ended  June 30, 2004. The increase was primarily due to an $8.2 million increase in
interest on  deposits and a $3.5 million increase in interest on borrowings. Excluding
branch sales,  deposits grew $45.4 million or 1.6% during second quarter 2005 in addition
to the growth  of $81.3 million or 2.9% in the first quarter, despite a reduction in
brokered  certificates of deposit. Brokered certificates of deposit totaled $406.8
million as of  June 30, 2005, a $129.8 million reduction from $536.6 million at the end
of 2004. FHLB  advances were $486.8 million at June 30, 2005, compared to $571.9 million
at December 31,  2004, an $85.1 million reduction. This combined reduction of $214.9
million in brokered  deposits and FHLB borrowings reflects our commitment to move away
from wholesale funding  and to build core deposits.

For  the
three months ended June 30, 2005, our average cost of funds was 3.19%, an increase  from
2.45% for the three months ended June 30, 2004. For the six months ended June 30,  2005,
our average cost of funds was 3.08%, an increase from 2.40% for the three months  ended
June 30, 2004. The increase in the average cost of funds primarily relates to the
increased rates paid on deposits, as well as the increased interest expense associated
with our FHLB borrowings.

Net
interest income was $31.3 million for the three months ended June 30, 2005, compared to
$27.5 million for the same period in 2004, an increase of 13.8%. Net interest income was
$61.6 million for the six months ended June 30, 2005, compared to $56.0 million for the
same period in 2004, an increase of 9.9%. Our net interest margin increased from 2.80%
for  the three months ended June 30, 2004 to 3.08% for the three months ended June 30,
2005 on  a tax-equivalent basis. Our net interest margin increased from 2.87% for the six
months  ended June 30, 2004 to 3.03% for the three months ended June 30, 2005 on a
tax-equivalent  basis. The increase in net interest income and the increase in net
interest margin was the  result of the significant increase in the average balance of
loans. Most of the change was  attributable to volume with approximately 30% of the
change due to rate increases. For the  three months ended June 30, 2005 compared to the
three months ended June 30, 2004, average  interest bearing liabilities increased $61.7
million compared to an increase of $89.8  million in average interest earning assets. The
difference between the increase in average  interest bearing liabilities and the increase
in average interest earning assets is  primarily due to an increase of loans in excess of
the increase in interest bearing  deposits during the relevant periods. For the six
months ended June 30, 2005 compared to  the three months ended June 30, 2004, average
interest bearing liabilities decreased $53.9  million compared to an increase of $91.5
million in average interest earning assets.

Provision/Allowance
for Loan Losses

The
success of a bank depends, to a significant extent, upon the quality of its assets,
particularly loans. This is highlighted by the fact that net loans were 71% of our total
assets as of June 30, 2005. Credit losses are inherent in the lending business. The risk
of loss will vary with general economic conditions, the type of loan being made, the
creditworthiness of the borrower over the term of the loan and the value of the
collateral  in the case of a collateralized loan, among other things.

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The
allowance for loan losses totaled $33.6 million and $32.1 million at June 30, 2005 and
December 31, 2004, respectively, and represented 1.14% and 1.03% of total loans at each
date. The provision for loan losses for the three months ended June 30, 2005 was $4.0
million compared to $1.4 million for the three months ended June 30, 2004. The provision
for loan losses for the six months ended June 30, 2005 was $5.3 million compared to $4.3
million for the six months ended June 30, 2004. The increase in the provision for loan
losses for the current quarter from a year ago was the result of significant loan growth
and additional provision that we judged to be necessary on the remaining loan portfolio
as  of June 30, 2005. Changes in classifications of loans as well as an increase in
non-performing loans drove this increase. Net charge-offs for the three months ended June
30, 2005 were $0.5 million compared to $1.6 million for the three months ended June 30,
2004. Net charge-offs for the six months ended June 30, 2005 were $1.6 million compared
to  $2.3 million for the six months ended June 30, 2004. We continue to review the loan
portfolios of the bank, to monitor the provision and to charge off those credits for
which  collection is considered to be doubtful.

We
consider non-performing assets to include all non-accrual loans, other loans past due 90
days or more (as to principal and interest) and still accruing, other real estate owned,
and repossessed assets. Total non-performing loans were $25.8 million and $15.7 million
at  June 30, 2005 and December 31, 2004, respectively. The $10.1 million increase in
non-performing loans can generally be attributed to the combined effect of an $8.1
million  increase in non-accrual loans due primarily to three large credits (with an
associated  allowance of $0.2 million) and a $2.1 million increase in accruing loans past
due 90 days  or more which was primarily due to one loan. Total non-performing loans were
0.88% and  0.51% of gross loans at June 30, 2005 and December 31, 2004, respectively.
Total  non-performing assets were $29.6 million and $19.6 million at June 30, 2005 and
December  31, 2004, respectively. The increase in non-performing assets of $10.0 million
can be  generally attributed to the above mentioned loan activity. Total non-performing
assets  were 0.72% and 0.45% of total assets at June 30, 2005 and December 31, 2004,
respectively.

The
allowance for loan losses is comprised of specific allowances assigned to certain
classified loans and a general allowance. We continuously evaluate our allowance for loan
losses to maintain an adequate level to absorb loan losses inherent in the loan
portfolio.  Factors contributing to the determination of specific allowances include the
credit  worthiness of the borrower, changes in the expected future receipt of principal
and  interest payments and/or changes in the value of pledged collateral. An allowance is
recorded when the carrying amount of the loan exceeds the net realizable value of the
collateral for certain collateral dependent loans. For purposes of determining the
general  allowance, the portfolio is segregated by product types to recognize differing
risk  profiles among categories, and then further segregated by credit grades. Each
credit grade  is assigned a risk factor, or allowance allocation percentage. These risk
factors are  multiplied by the outstanding principal balance and risk-weighted by product
type to  calculate the required allowance.

The
allowance allocation percentages assigned to each credit grade have been developed based
on an analysis of historical loss rates at our bank, adjusted for certain qualitative
factors and on our managements experience. Qualitative adjustments for such things
as general economic conditions, changes in credit policies and lending standards, and
changes in the trend and severity of problem loans can cause the estimation of future
losses to differ from past experience.

The
methodology used in the periodic review of allowance adequacy, which is performed at
least  quarterly, is designed to be responsive to changes in actual credit losses. The
changes  are reflected in the general allowance and in specific allowances as the
collectability of  larger classified loans is continuously recalculated with new
information. As our  portfolio matures, historical loss ratios are being closely
monitored.

We
actively manage our past due and non-performing loans in our bank subsidiary in an effort
to minimize credit losses, and monitor asset quality to maintain an adequate loan loss
allowance. Although management believes our allowance for loan losses is adequate for the
bank, the allowance may not prove sufficient to cover future loan losses. Further,
although management uses the best information available to make determinations with
respect to the allowance for loan losses, future adjustments may be necessary if economic
conditions differ substantially from the assumptions used, or adverse developments arise
with respect to non-performing or performing loans. Accordingly, the allowance for loan
losses may not be adequate to cover loan losses, and significant increases to the
allowance may be required in the future if economic conditions should worsen. Material
additions to the allowance for loan losses would result in a decrease of our net earnings
and capital.

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Other
Income

For  the
three months ended June 30, 2005, other income was $38.7 million compared to $13.4
million for the three months ended June 30, 2004, an increase of $25.3 million, or
189.3%.  The net increase resulted primarily from gains on the sale of branch facilities
of $34.4  million in the second quarter of 2005 compared to gains of $3.6 million on
branch sales,  which occurred in the first quarter of 2004. This increase was partially
offset by a  reduction in service fees of $1.4 million, a decrease in investment trading
fees and  commissions of $0.5 million, a decrease in net securities gains of $1.9
million, a  decrease caused by a gain of $1.2 million from the sale of the credit card
portfolio in  the second quarter of 2004, and a decrease in other income of $0.7 million.
Services fees  are down due to a restructuring of insufficient funds and account analysis
charges.  Investment trading fees and commissions are down due to lower trading volume.
Securities  gains are down due to the loss on the sale of securities in the current
quarter.

For  the
six months ended June 30, 2005, other income was $45.1 million compared to $38.1  million
for the six months ended June 30, 2004, an increase of $7.0 million, or 18.4%. The  net
increase resulted primarily from gains on the sale of branch facilities of $34.4  million
in the second quarter of 2005 compared to gains of $20.6 million on branch sales,  which
occurred in the first and second quarter of 2004. This increase was partially offset  by
a reduction in service fees of $2.0 million due primarily to declining insufficient
funds charges, a decrease in investment trading fees and commissions of $0.6 million, a
decrease in net gains on sale of mortgage loans of $0.2 million, a decrease in net
securities gains of $2.2 million, a decrease in bank-owned life insurance of $0.1
million,  a decrease caused by a gain of $1.2 million from the sale of the credit card
portfolio in  the second quarter of 2004, and a decrease in other income of $0.8 million.
Changes for  the six month period are due largely to the same reasons as enumerated above
for the three  month period ended June 30, 2005.

Other
Expense

For  the
three months ended June 30, 2005, other expense was $25.5 million compared to $37.9
million for the same period of 2004. Salaries and employee benefits increased from $12.6
million in the second quarter of 2004 to $13.0 million in the second quarter of 2005, an
increase of $0.4 million. This increase was the result of increases in restricted stock
compensation expense, ESOP compensation expense, and increases in contract labor. A
reduction of salaries and benefits was realized from the sale of several branches in
2005.  Data processing expenses declined from $1.9 million in the first three months of
2004 to  $1.7 million in the first three months of 2005. Net occupancy expense increased
to $1.8  million for the quarter ended June 30, 2005 compared to $1.7 million for the
quarter ended  June 30, 2004. Depreciation expense increased from $1.6 million to $1.9
million from the  quarter ended June 30, 2004 to June 30, 2005, respectively.
Professional services  decreased from $1.8 million to $1.7 million. The largest decrease
was caused by the  expensing of $14.0 million in the second quarter of 2004 related to
the settlement of the  qui tam litigation with no corresponding amounts occurring
in the second quarter of  2005. The remaining expenses classified as other expense
increased from $4.2 million to  $5.6 million.

For  the
six months ended June 30, 2005, other expense was $49.9 million compared to $66.7
million for the same period of 2004. Salaries and employee benefits decreased from $26.6
million in the first half of 2004 to $25.9 million in the second quarter of 2005, a
decrease of $0.7 million. This decrease is the result of the sale of several branches in
2005 and a corresponding reduction of salaries and benefits. Data processing expenses
declined from $4.0 million in the first six months of 2004 to $3.6 million in the first
six months of 2005. Net occupancy expense remained constant at $3.5 million for the six
months ended June 30, 2005 and June 30, 2004. Depreciation expense increased from $3.2
million to $3.6 million from the six months ended June 30, 2004 to June 30, 2005,
respectively. Professional services declined from $3.8 million to $2.9 million due to
decreases in legal fees in the corresponding periods. The largest decrease was caused by
the expensing of $14.0 million in the second quarter of 2004 related to the settlement of
the qui tam litigation with no corresponding amounts occurring in the first half
of  2005. The remaining expenses classified as other expense decreased from $11.6 million
to  $10.4 million, a decrease of $1.2 million. Included in other expense, amortization of
prepaid offering costs declined due to debt issuance costs of $2.0 million which were
written off when we refinanced two of our three trust-preferred obligations in the first
quarter of 2004.

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Income
Tax Expense

Income  tax
expense for the three-month periods ended June 30, 2005 and 2004 was $15.1 million and
$1.2 million, respectively. The effective tax rate for each period was 37.5% and 79.8%,
respectively. The effective rate was higher than normal in the second quarter of 2005 and
2004 due to gains from branch sales, non-deductible expenses related to the proposed
acquisition of the Company incurred in 2004, the non-deductible portion of the qui  tam settlement,
and the non-deductible portion of ESOP compensation expense which  resulted in a higher
percentage of taxable income to total income. Income tax expense for  the six months
ended June 30, 2005 and 2004 was $18.2 million and $9.0 million,  respectively. The
effective tax rate for each period was 35.3% and 38.7%, respectively.  The rates for the
six-month periods ended June 30, 2005 and 2004 are higher than  historical rates for the
reasons enumerated above.

Financial
Condition

During  the
first six months of 2005, cash and cash equivalents increased $59.7 million or 55.1%
compared to balances at December 31, 2004. The primary increase was caused by a
substantial increase in Fed Funds sold. The cash is being accumulated to pay off FHLB
debt  during the third quarter as it matures.

During  the
first six months of 2005, net loans increased $223.3 million, or 8.3%, compared to
balances at December 31, 2004. The increase was the result of increased loan
activity  in the Kansas City and Florida markets. This increase is net of the $347.9
million of  loans sold with the branch sale transaction. Mortgage loans held for sale
increased $2.3  million over the balance at December 31, 2004.

Investment
securities at June 30, 2005, decreased $134.9 million compared to the balance at December
31, 2004. This was composed primarily of a decrease of $24.3 million in U.S. agency
mortgage-backed securities and a decrease of $100.9 million in U.S. agency securities.
The  sale of $101.3 million of available-for-sale investment securities was completed
during  the second quarter with a net loss of $2.0 million. The available-for-sale
securities  portfolio of $381.8 million is comprised of $219.8 million in obligations of
U.S.  government-sponsored entities, $112.1 million of mortgage-backed securities, $39.7
million  of stock and other investments, $9.5 million in municipal securities, and $0.7
million in  U.S. Treasury securities. Held-to-maturity securities total $396.5 million
and are  comprised of $252.1 million in obligations of U.S. government-sponsored
entities, $83.2  million of mortgage-backed securities, $44.5 million of trust-preferred
securities, and  $16.8 million of municipal securities. Held-to-maturity securities
provide a degree of  desirable insulation to our tangible equity level in a rising
interest rate environment.  The average maturity of the securities portfolio is
approximately 4.1 years, or 3.0 years  excluding trust-preferred securities.

Bank-owned
life insurance at June 30, 2005, increased $1.9 million compared to the balance sheet
amount at December 31, 2004. The increase in the balance resulted from the Companys
earnings recorded on our investment in bank-owned life insurance.

Total
deposits increased $126.6 million, or 4.5%, at June 30, 2005, compared to December 31,
2004, mainly due to increased marketing activity in the Kansas City and Florida locations
and a concerted effort to fund loan growth with core deposits. This increase is net of
the  $332.6 million of deposits sold during the current quarter.

Compared
to 2004 year-end balances, borrowings at June 30, 2005, decreased $35.1 million. Our
short-term borrowings of federal funds purchased and securities sold under agreements to
repurchase vary depending on daily liquidity requirements. These borrowings increased
$32.7 million during the first six months of 2005 to a combined balance of $147.4 million
at June 30, 2005. Long-term borrowings, consisting mainly of FHLB advances and Leverage
Repurchase Agreements, decreased $67.9 million to $710.3 million outstanding at June 30,
2005. The decrease in long-term borrowings is the direct result of paying down FHLB debt
as it matured during the first six months of 2005.

During  the
first six months of 2005, accrued interest and other liabilities increased from $30.2
million to $45.2 million. This was primarily the result of a $9.2 million increase in
income taxes payable from the branch sale gain and current quarter earnings, a $0.9
million increase in accrued interest, a $0.5 million increase in accrued expenses caused
by market adjustments in our swap agreements, and increases in other operating
liabilities.

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Contractual
Obligations and Commercial Commitments

The
following table presents our contractual cash obligations defined as operating lease
obligations, principal and interest payments due on non-deposit obligations and
guarantees  with maturities in excess of one year, as of June 30, 2005 for the periods
indicated.

|                               | Payments Due by Period | 
|------------------------------ | ---------------------- | 
|
|                               |                        | 
|
|Long-term debt obligations (1) |                        | 
|Operating lease obligations    |                        | 
|Purchase obligations           |                        | 
|Time Open and C.D.s           |                        | 
|                               |                        | 
|Total                          |                        | 
|                               |                        | 

|   
|---
|(1)

Liquidity
and Capital Resources

Liquidity
defines our ability to generate funds to support asset growth, satisfy other disbursement
needs, meet deposit withdrawals and other fund reductions, maintain reserve requirements,
and otherwise operate on an ongoing basis. The immediate liquidity needs of our bank are
met primarily by Federal Funds sold, short-term investments, deposits, and the
generally-predictable cash flow (primarily repayments) from bank assets. Intermediate
term  liquidity is provided by our banks investment portfolio. Our bank has
established a  credit facility with the FHLB, under which it is eligible for short-term
advances and  long-term borrowings secured by real estate loans or mortgage-related
investments. Our  liquidity needs and funding are provided through non-affiliated bank
borrowings and cash  dividends and tax payments from our subsidiary bank. Total net loans
increased $223.3  million compared to December 31, 2004, while total deposits increased
$126.6 million  compared to the same period. The majority of our deposits consist of time
deposits, which  mature in less than one year. If we are unsuccessful in renewing these
deposits, then we  will have to replace these funds with alternative sources of funding,
mainly other  short-term borrowings.

Cash  and
cash equivalents and investment securities totaled $949.1 million, or 23.2%, of total
assets at June 30, 2005 compared to $1.0 billion, or 23.7% of total assets, at December
31, 2004. Cash provided by operating activities for the three months ended June 30, 2005
was $26.1 million, consisting primarily of net earnings, depreciation and amortization,
the provision for loan losses and increases in accrued interest payable and other
liabilities offset by the gain on sale of branches of $34.4 million. Cash used by
investing activities was $341.9 million. This was primarily attributable to the increase
of loans of $574.6 million, which was partly offset by proceeds from the sale of
available-for-sale securities of $115.3 million, cash received in branch sales and a
decrease in assets held for sale net of the decrease in liabilities held for sale. Cash
provided by financing activities was $375.4 million, consisting primarily of an increase
in deposits of $459.3 million, net of a decrease in net borrowings of $56.8 million and
$24.3 million used to repurchase Company stock.

We
actively monitor our compliance with regulatory capital requirements. The elements of
capital adequacy standards include strict definitions of core capital and total assets,
which include off-balance sheet items such as commitments to extend credit. Under the
risk-based capital method of capital measurement, the ratio computed is dependent on the
amount and composition of assets recorded on the balance sheet and the amount and
composition of off-balance sheet items, in addition to the level of capital.
Historically,  our bank has increased core capital through retention of earnings or
capital infusions. To  be well capitalized a companys total risk-based
capital ratio, tier 1  risk-based capital ratio and tier 1 leverage ratio must be at
least 10.0%, 6.0% and 5.0%,  respectively. Our total risk-based capital ratio, tier 1
risk-based capital ratio and tier  1 leverage ratio at June 30, 2005 were 11.94%, 10.24%
and 8.13%, respectively. These same  ratios at December 31, 2004 were 11.08%, 9.32% and
7.75%, respectively. The increases in  capital from year-end are due to the branch sale
completed in June net of the impact of  stock repurchases.

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The
principal source of funds at the holding company level is dividends from our bank. The
payment of dividends is subject to restrictions imposed by federal and state banking laws
and regulations. At June 30, 2005, our subsidiary bank could pay $64.9 million in
dividends to us and still remain well capitalized. Management believes funds generated
from dividends from our subsidiaries and our existing lines of credit will be sufficient
to meet our current cash requirements.

Credit
Facilities

Our
subsidiary bank has agreements with the Federal Home Loan Bank system to provide
advances.  As of June 30, 2005, our subsidiary bank had approximately $486.8 million of
advances  outstanding with the FHLB.

On  October
1, 2004, we entered into a new line of credit with Bank One, NA (Bank One  Credit
Line) that allows us to borrow up to $25.0 million. The Bank One Credit Line
matures on October 1, 2005. We anticipate that the line will be renewed at that time.
Interest accrues on advances under the Bank One Credit Line, at our option, at a rate
equal to either LIBOR plus 1.25% per annum or Bank Ones prime rate. We may draw on
the Bank One Credit Line from time to time to fund various corporate matters. As of June
30, 2005, we had outstanding a balance of $16.0 million on the Bank One Credit Line.
These  borrowings were used primarily for stock repurchases. Partial repayment has
already been  completed and will continue during the third quarter from cash provided in
the form of  dividends from our subsidiary bank.

Under  a
new Loan Agreement, dated as of October 1, 2004 (ESOP Loan Agreement),
between our ESOP and Bank One, NA, our ESOP may borrow up to $10.1 million. Loans under
the ESOP Loan Agreement bear interest, at the ESOPs option, at either Bank  Ones
Prime Base Rate or LIBOR plus 1.70%. As of June 30, 2005, and December 31,  2004,
our ESOP had approximately $9.2 and $9.7 million outstanding respectively, under the
ESOP Loan Agreement, which it borrowed to pay off the prior ESOP loan. We have guaranteed
the ESOPs obligations under the ESOP Loan Agreement. We do not anticipate that the
ESOP will borrow any further amounts under the ESOP Loan Agreement.

Derivative
Financial Instruments

We  utilize
derivative instruments as part of our overall interest-rate-sensitivity management
strategy to mitigate exposure to interest-rate risk.

On
December 1, 2004, we entered into three interest-rate swap agreements with an aggregate
notional amount of $190 million for the purpose of effectively converting variable-rate,
prime-based loans interest streams into fixed-rate interest streams. Pools of
prime-based loans have been designated under the swaps, the principal amount of these
pools corresponding to the hedged transactions equal to 102% of the notional amount of
the  swaps. The formula for computing net settlements under the swaps is the same for
each net  settlement; that is, the fixed rate is the same throughout the term of the swap
and the  variable rate is the prime rate. The re-pricing dates of the swaps match those
of the  variable-rate assets on which the hedged transactions are based. These interest
rate swaps  are derivative financial instruments and have been designated as cash flow
hedges of  prime-based pools of loans. The first swap has a notional value of $60 million
and will  effectively fix our interest rate at 6.841% plus the credit spread over Prime,
if any,  with a maturity date of December 2009. The second swap has a notional value of
$60 million  and will effectively fix our interest rate at 7.0% plus the credit spread
over Prime, if  any, with a maturity date of December 2010. The third swap has a notional
value of $70  million and will effectively fix our interest rate at 7.14% plus the credit
spread over  Prime, if any, with a maturity date of December 2011.

BOLI
Policies

Our  bank
subsidiary has purchased bank-owned life insurance (BOLI) policies with
death benefits payable to our bank on the lives of certain officers. These
single-premium,  whole-life policies provide favorable tax benefits, but are illiquid
investments. Federal  guidelines limit a banks aggregate investment in BOLI to 25%
of the banks  capital and surplus, and its aggregate investment in BOLI policies
from a single insurance  company to 15% of our banks capital and surplus. All of
our banks BOLI  investments comply with federal guidelines. As of June 30, 2005,
Gold Bank had $84.9  million of BOLI (equal to 21.3% of its capital and surplus). Our
bank monitors the  financial condition and credit rating of each of the three life
insurance companies that  issued the BOLI policies. We believe that these BOLI
investments will not have any  significant impact on the capital or liquidity of our bank
subsidiary.

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Critical
Accounting  Policies

Our
accounting policies are fundamental to understanding managements discussion and
analysis of results of operations and financial condition. Many of our accounting
policies  require significant judgment regarding valuation of assets and liabilities. A
summary of  significant accounting policies is listed in the first note to the
consolidated financial  statements in the 2004 Annual Report. Critical accounting
policies are both important to  the portrayal of our financial condition and results, and
require managements most  difficult, subjective or complex judgments, often as a
result of the need to make  estimates about the effect of matters that are inherently
uncertain.

Allowance
for Loan Losses

Our  most
critical accounting policy relates to the allowance for loan losses and involves
significant management valuation judgments. We perform periodic and systematic detailed
reviews of our lending portfolio to assess overall collectability. The level of the
allowance for loan losses reflects our estimate of the collectability of the loan
portfolio. Further discussion of the methodologies used in establishing this reserve is
contained in the Provision/Allowance for Loan Losses section of this report.

We  make
various assumptions and judgments about the collectability of our loan portfolio and
provide an allowance for losses based on a number of factors. If our assumptions are
wrong, our allowance for loan losses may not be sufficient to cover loan losses. We may
have to increase the allowance in the future. Material additions to our allowance for
loan  losses would have a material adverse effect on our net earnings.

Impairment
of Goodwill

As
required by the provisions of Statement of Financial Accounting Standards No. 142, we
review goodwill for impairment at least annually or more frequently based upon facts and
circumstances related to a particular reporting unit. Based upon our most recent analysis
on December 31, 2004, our goodwill related to our bank subsidiary is not impaired.

The  fair
value of our non-bank financial subsidiaries (Gold Capital Management and Gold Trust
Company) fluctuates significantly based upon, among other factors, the net operating
income of these subsidiaries. If these subsidiaries experience a sustained deterioration
in their cash flow from operations, then we may have to record goodwill impairment
charges  related to the goodwill for these entities.

Deferred
Income Taxes

Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes, establishes
financial accounting and reporting standards for the effect of income taxes.  The
objectives of accounting for income taxes are to recognize the amount of taxes payable
or refundable for the current year and deferred tax liabilities and assets for the future
tax consequences of events that have been recognized in an entitys financial
statements or tax returns. Judgment is required in assessing the future tax consequences
of events that have been recognized in our financial statements or tax returns.
Fluctuations in the actual outcome of these future tax consequences could materially
impact our financial position or our results of operations.

Derivatives

We  have
entered into interest rate swap agreements to hedge certain variable-rate,  prime-based
loans. We pay a variable rate of interest on the interest-rate swaps tied to  prime and
receive a fixed rate of interest. The swaps are currently designated as  cash-flow
hedges. The formula for computing net settlements under the swaps is the same  for each
net settlement, and the re-pricing dates of the swaps match those of the  variable-rate
loans on which the hedged transactions are based. Ineffectiveness will be  recognized in
earnings and mark-to-market revaluation will be recognized in the other  comprehensive
income segment of stockholders equity.

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Before
undertaking the hedges, management formally documented its risk management objectives,
strategy and the relationship between the interest-rate swap agreements and the hedged
variable-rate, prime-based loans. At the inception of the hedges and on an ongoing basis,
management assesses whether the hedging relationship is expected to be highly effective
in  offsetting interest-rate risk. If it is determined that the hedges are not highly
effective, changes in the fair value of the interest rate swaps will be recorded in
earnings.

Forward Looking
Information and Statements

The
information included or incorporated by reference in this report contains certain
forward-looking statements with respect to the financial condition, results of
operations,  plans, objectives, future financial performance and business of us and our
subsidiaries,  including, without limitation:

| |  | statements
that are not historical in nature; and
| | - | -------------------------------------------------

| |  | statements
preceded by, followed by or that include the  words believes, expects, may, will, should, could, anticipates, estimates, intends or
similar expressions.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Forward-looking statements are not
guarantees of future performance or results. You are cautioned not to put undue reliance
on any forward-looking statement which speaks only as of the date it was made. They
involve risks, uncertainties and assumptions. Actual results may differ materially from
those contemplated by the forward-looking statements due to, among others, the following
factors:

| |  | changes
in interest margins on loans;
| | - | -------------------------------------

| |  | changes
in allowance for loan losses;
| | - | -------------------------------------

| |  | changes
in the interest rate environment;
| | - | -----------------------------------------

| |  | competitive
pressures among financial services companies may increase significantly;
| | - | ------------------------------------------------------------------------------------

| |  | general
economic conditions, either nationally or in our markets, may be less favorable than
expected;
| | - | ------------------------------------------------------------------------------------------------------

| |  | legislative
or regulatory changes may adversely affect the business in which we and our subsidiaries
are engaged;
| | - | -----------------------------------------------------------------------------------------------------------------

| |  | technological
changes may be more difficult or expensive than anticipated;
| | - | --------------------------------------------------------------------------

| |  | hedging
activities may be less effective than anticipated; and
| | - | --------------------------------------------------------------

| |  | changes
may occur in the securities markets.
| | - | --------------------------------------------

These risks and other risks are
described in Exhibit 99.1 to this Form 10-Q and are incorporated herein by reference.

|  
|--
|23
|  

|ITEM 3: | QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Asset/liability
management refers to managements efforts to minimize fluctuations in net interest
income caused by interest rate changes. This is accomplished by managing the re-pricing
of  interest rate sensitive interest-earning assets and interest-bearing liabilities. An
interest rate sensitive balance sheet item is one that is able to re-price quickly,
through maturity or otherwise. Controlling the maturity or re-pricing of an  institutions
liabilities and assets in order to minimize interest rate risk is  commonly referred to
as gap management. Close matching of the re-pricing of assets and  liabilities will
normally result in little change in net interest income when interest  rates change. A
mismatched gap position will normally result in changes in net interest  income as
interest rates change.

Along  with
internal gap management reports, our subsidiary bank and we use an asset/liability  model
to analyze each banks current gap position. The system simulates the  banks
asset and liability base and projects future net interest income results under  several
interest rate assumptions. We strive to maintain an aggregate gap position such  that
each 100 basis point change in interest rates will not affect net interest income by
more than 10%.

The
following table indicates that, at June 30, 2005, in the event of a sudden and sustained
increase in prevailing market rates, our net interest income would be expected to
increase, while a decrease in rates would indicate a decrease in net interest income.

|Changes in Interest Rates | Net InterestIncome |  | Actual Change |             | Percent ChangeActual
|------------------------- | ------------------ |  | ------------- | ----------- | --------------------
|200 basis point rise      |                    |  | $             | 133,625,000 |                     
|100 basis point rise      |                    |  | $             | 129,017,000 |                     
|Base Rate Scenario        |                    |  | $             | 123,341,000 |                     
|100 basis point decline   |                    |  | $             | 114,914,000 |                     
|200 basis point decline   |                    |  | $             | 104,685,000 |                     

|ITEM 4: | CONTROLS AND
PROCEDURES
|------- | -----------------------

Disclosure
Controls and  Procedures

As  of the
end of the period covered by this report, an evaluation was carried out by  management,
with the participation of our Chief Executive Officer and Chief Financial  Officer, of
the effectiveness of our disclosure controls and procedures (as defined in  Rule 13a-15(e)
under the Securities Exchange Act of 1934). Based upon that  evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that these  disclosure controls
and procedures were effective as of the end of the period covered by  this report at the
reasonable assurance level.

Changes to
Internal  Control over Financial Reporting

No  change
in our internal control over financial reporting (as defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934) occurred during the quarter ended June 30,
2005  that has materially affected, or is reasonably likely to materially affect, our
internal  control over financial reporting.

|  
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|24
|  

PART
II   OTHER INFORMATION

|ITEM 1: | LEGAL PROCEEDINGS
|------- | -----------------

Wayne K. Janzen,
Dustin E. Cole and Michael Ross, v. Gold Banc Corporation, Inc., GBC Kansas, Inc., and Gold Bank, a Kansas
Bank (District Court of Kingfisher County, State of Oklahoma)

This  case
was filed in the District Court of Kingfisher County, Oklahoma on September 10, 2004.
The plaintiffs bring the case on behalf of themselves and on behalf of the putative class
of all those similarly situated. The Amended Petition proposed a class of all those
agricultural borrowers with loans that are or were guaranteed by the United States of
America through the Farm Service Agency (FSA) guaranteed loan program. The
plaintiffs generally allege that our subsidiary bank has engaged in a pattern of charging
interest rates and fees in excess of what it charges its average agricultural customer.
The petition contains six counts against us. The counts are for breach of contract,
negligence in the performance of servicing the FSA guaranteed loans, unjust enrichment by
realizing increased profits caused by not disclosing to borrowers that our subsidiary
bank  was charging excessive interest rates and fees, a claim for usury, and an
injunction for  preventing our subsidiary bank from continuing its alleged practice of
charging excessive  interest rates and fees. No specific damage amounts are specified
other than more than  $10,000 is sought on each count. Plaintiffs also seek punitive
damages and their costs and  attorneys fees. An answer denying the allegations in
the petition was filed on  behalf of Gold Banc Corporation, Inc. and GBC Kansas, Inc.
only.

This  case
was removed on October 1, 2004 to the United States District Court for the Western
District of Oklahoma. Plaintiffs filed a motion to remand the case back to state court
and  the federal district court granted such motion.

The
plaintiffs filed a motion for class certification and a class certification hearing was
held on April 13, 2005. On June 3, 2005, the District Court issued an order certifying a
class composed of those agricultural customers who obtained a FSA guaranteed loan
between January 1, 1999 to February 29, 2004. We have filed papers to initiate an
appeal of the class certification order to the Oklahoma Court of Civil Appeals. We also
asked the District Court to stay further proceedings, including extensive discovery
requests recently served by plaintiffs, pending the appeal. On June 30, 2005, the
District  Court denied our request for a stay pending appeal. We have filed papers asking
the  Oklahoma Court of Civil Appeals to stay the District Court proceedings, other than
notice  to class members, pending the appeal.

We  believe
we have valid defenses to plaintiffs claims and intend to vigorously defend  this
lawsuit.

H.D. Young,
Troy Boelte, Misti Boelte, Larry M. Boelte, Neacha Boelte, Mark Lorenzen,  Denniece
Lorenzen, Harold I. Mason, and Jaynee L. Mason, v. Gold Banc  Corporation, Inc., Gold
Bank-Oklahoma, Gold Bank-Kansas, GBC Oklahoma, Inc., GBC  Kansas, Inc., and Gold Bank
(District Court of Washita County, Oklahoma)

On
February 2, 2005, the plaintiffs filed this lawsuit in the District Court for Washita
County, Oklahoma, seeking to assert claims individually and on behalf of persons
similarly  situated. The putative class consisted of all who entered into loan agreements
with our  subsidiary bank, which loans were in turn guaranteed by the FSA under the FSAs
federally sponsored guaranteed loan program. The petition generally alleged that our
subsidiary bank charged its average farm customer a lesser interest rate than was charged
to FSA guaranteed borrowers. The plaintiffs claimed that charging the higher interest
rate  is usurious. Similar federal law claims asserted by the same plaintiffs against the
same  defendants has been dismissed with prejudice by the United States District Court
for the  Western District of Oklahoma on January 26, 2005.

In
addition to the usury cause of action, the petition alleged that our subsidiary bank
converted unspecified funds belonging to plaintiffs. Plaintiffs claimed that our
subsidiary bank committed fraud by materially misrepresenting to the class that they
would  honestly and faithfully abide by the FSA rules and regulations although they knew
they  were not going to follow such rules and regulations. The complaint also alleged
that (i)  our subsidiary bank charged a 1% origination fee on all guaranteed loans and
that the fee  was illegal and excessive; (ii) our subsidiary bank did not charge similar
fees on  non-guaranteed loans and violated the applicable federal regulations;  (iii) plaintiffs
are third-party beneficiaries of our subsidiary banks  contracts with the FSA and
that our subsidiary bank breached those contracts and harmed  the plaintiffs; (iv) the
acts of our subsidiary bank were deceitful and done with intent  to defraud the class of
borrowers; (v) our subsidiary bank received money from the federal  government that was
to be paid to the plaintiffs for the use and benefit of the class, but  instead was
converted by our subsidiary bank for its own use; (vi) because the conduct of  our
subsidiary bank was allegedly fraudulent, the class is entitled to a reformation of
their loan contracts to conform to law and equity; and (vii) our subsidiary bank was
unjustly enriched and should be required to provide restitution to plaintiffs. The
plaintiffs want to recover for the class all sums paid to us for usurious interest, which
amount should be doubled, forgiveness of all future interest otherwise due under any
note,  punitive damages, and costs of the suit, including reasonable attorneys fees.
No  specific amounts of monetary damages were alleged.

|  
|--
|25
|  

We  filed a
motion to dismiss plaintiffs state court claims on March 16, 2005, and  plaintiffs
filed their response to this motion on April 5, 2005. At a hearing on May 19,  2005, the
Court granted our motion to dismiss. On June 15, 2005, the Court entered a  written order
dismissing plaintiffs claims and entering judgment for us. On July 18,  2005,
plaintiffs filed papers indicating their intention to attempt an appeal of the  dismissed
order.

We  believe
we have valid defenses to plaintiffs claims and intend to vigorously defend  this
lawsuit.

Gold Bank v. Mike
Johanns, Secretary of Agriculture, in his Official Capacity; U.S. Department of Agriculture; and Farm Service
Agency (United States District Court for the District of Kansas)

Gold  Bank
filed this lawsuit on June 7, 2005 challenging the FSA interest rate regulation as
unconstitutionally vague. The regulation, 7 C.F.R. section 762.124, provides that lenders
may not charge their FSA guaranteed customers interest in excess of the interest charged
to the lenders average agricultural loan customer. The regulation does
not define average agricultural loan customer and gives no guidance on how to
calculate the average rate. This regulation formed the basis for both the
previously-settled False Claims Act qui tam lawsuit (discussed in previous
filings)  and the above-referenced lawsuits filed by FSA borrowers.

Gold  Banks
lawsuit challenging the interest rate regulation arose in the context of  requests for
interest assistance subsidies that the FSA recently denied. To obtain  interest
assistance subsidies on eligible loans, Gold Bank is required to submit annual  interest
assistance request forms to the FSA. In early 2005, requests for approximately  $300,000
in interest assistance claims to the FSA were due. Part of the interest  assistance
request form is a certification by the bank that the request is accurate  and
consistent with the terms of FSA regulations, presumably including the interest
rate limitation. Certifications of this sort were alleged to have been falsely made in
the  False Claims Act case, and the relator and United States government sought fines and
treble damages for each such allegedly false certification. In light of the uncertainty
over the meaning of the interest rate regulation, Gold Bank attached addenda to these
requests limiting its certification to the information provided on the form itself. The
FSA rejected these requests, and noted that no revisions or addenda to the standard form
would be accepted. This lawsuit challenges the constitutionality of the interest rate
regulation on vagueness grounds, and asks the Court to order the FSA to accept Gold  Banks
interest assistance requests with the addenda.

The  United
States is to respond to the complaint on or before September 1, 2005.

We  believe
we have a valid claim and intend to vigorously pursue the claim through the  judicial
process.

|  
|--
|26
|  

|ITEM 2: | CHANGES IN SECURITIES AND
USE OF PROCEEDS
|------- | -----------------------------------------

The
following table sets forth certain information about the shares of common stock we
repurchased during the second quarter of 2005.

|Period                   |  | Total Numberof SharesPurchased |  | AveragePrice Paidper Share |         | Total Number ofShares Purchasedas Part ofPublicly AnnouncedProgram |  | Maximum Number (orApproximate DollarValue) of Shares ThatMay Yet Be PurchasedUnder the Program
|------------------------ |  | ------------------------------ |  | -------------------------- | ------- | ------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------
|April 1 - April 30, 2005 |  |                                |  |                            | 39,500  |                                                                    |  |                                                                                               
|May 1 - May 31, 2005     |  |                                |  |                            | 746,000 |                                                                    |  |                                                                                               
|June 1 - June 30, 2005   |  |                                |  |                            | 174,725 |                                                                    |  |                                                                                               
|                         |  |                                |  |                            |         |                                                                   
|Total                    |  |                                |  |                            | 960,225 |                                                                    |  |                                                                                               
|                         |  |                                |  |                            |         |                                                                   

|   
|---
|(1)

|ITEM 3: | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.

|ITEM 4: | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

At the Annual Meeting of Shareholders
on April 19, 2005, two Class III directors, William Randon and Robert J. Gorley, were
elected for terms expiring in 2008. Voting results were as follows:

|William Randon  
|----------------
|                
|                
|                
|                
|Robert J. Gorley
|                
|                
|                

Class I Directors continuing in
office are Malcolm M. Aslin, Daniel P. Connealy and D. Patrick Curran. Class I
Directors terms expire in 2006.

Class II Directors continuing in
office are Allen D. Petersen, J. Gary Russ and Donald C. McNeill.  Class II  Directors
terms expire in 2007.

|ITEM 5: | OTHER INFORMATION
|------- | -----------------

None

|  
|--
|27
|  

|ITEM 6: | EXHIBITS
|------- | --------

| | (a) | Exhibits
Required to be Filed by  Item 601 of Regulation S-K
| | --- | ------------------------------------------------------------

| | ExhibitNumber | Description
| | ------------- | -----------

| | 10.1 | First
Amendment to the Branch Purchase and Assumption  Agreement, dated May 31, 2005, between
Gold Bank and Olney Bancshares of Texas, Inc
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2 | Real
Estate Purchase Contract dated May 25, 2005.**
| | ---- | ---------------------------------------------------

| | 10.3 | Real
Estate Purchase Contract dated May 3, 2005 between  Gold Bank and BK Properties, LLC.**
| | ---- | --------------------------------------------------------------------------------------------

| | 10.4 | Offer
of Employment Agreement dated May 9, 2005 between  Gold Banc Corporation, Inc. and Roger
M. Arwood.
| | ---- | ---------------------------------------------------------------------------------------------------------

| | 14.1 | Amended and Restated
Code of Business Conduct  and  Ethics for Directors, Officers and Employees of Gold Banc  Corporation,
Inc. and Subsidiaries.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.1 | Certification
of Chief Executive Officer of Gold Banc  Corporation, Inc., dated August 8,  2005,
pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certification
of Chief Financial Officer of Gold Banc  Corporation, Inc., dated August  8,  2005,
pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certification
of Chief Executive Officer of Gold  Banc Corporation, Inc. dated August 8,  2005,
pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, which is accompanying  this Quarterly Report on Form 10-Q for
the quarter ended June 30, 2005 and is not  treated as filed in reliance upon  § 601(b)(32)
of Regulations S-K.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.2 | Certification
of Chief Financial Officer of Gold  Banc Corporation, Inc. dated August 8,  2005,
pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, which is accompanying  this Quarterly Report on Form 10-Q for
the quarter ended June 30, 2005 and is not  treated as filed in reliance upon  § 601(b)(32)
of Regulations S-K.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 99.1 | Factors
That May Affect Future Results of Operations,  Financial Condition or Business for  Gold
Banc Corporation, Inc.
| | ---- | -----------------------------------------------------------------------------------------------------------------------

|* | Management
contracts or  compensating plans or arrangements  required to be filed by Item 6(a).
|- | -----------------------------------------------------------------------------------------------

|** | Portions
of this document have been redacted  pursuant to a Confidential Treatment Request filed
with the Securities and Exchange Commission  pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended. Redacted portions are  indicated with the notation
[***].
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|  
|--
|28
|  

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused  this report to be signed on its behalf by the undersigned thereunto duly
authorized.

| | GOLD BANC CORPORATION, INC.                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | By:                                                                                                                                                   
| | Rick J. Tremblay
     Executive Vice President and Chief Financial Officer
     (Authorized officer and principal financial officer of the registrant)

Date: August 8, 2005

|  
|--
|29
|