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                                                                   EXHIBIT 10.40


                               FOURTH AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

         THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment"), dated as of January 23, 2001, is entered into between GOLD BANC
CORPORATION, INC. a Kansas corporation (the "Borrower"), and LASALLE BANK
NATIONAL ASSOCIATION (formerly known as LaSalle National Bank), a national
banking association (the "Bank").

                                    RECITALS

         A.    The Bank and the Borrower entered into a Loan Agreement dated
April 1, 1998 amended and restated as of December 1, 1998, a First Amendment to
the Amended and Restated Loan Agreement dated as of April 26, 1999, a Second
Amendment to the Amended and Restated Loan Agreement dated as of May 1, 2000,
and a Third Amendment to the Amended and Restated Loan Agreement dated as of
July 1, 2000 (including all further renewals, modifications, amendments and
extensions thereof, the "Loan Agreement"), under which the Bank was willing to
lend to the Borrower $40,000,000 in accordance with the terms, subject to the
conditions and in reliance on the representations, warranties and covenants set
forth in the Loan Agreement, in the Pledge and Security Agreement dated as of
April 1, 1998 between the Borrower and the Bank as amended from time to time
(the "Pledge and Security Agreement") and in all of the other documents and
instruments entered into or delivered in connection with or relating to the loan
contemplated in the Loan Agreement.

         B.    The Borrower has requested and the Bank has agreed to decrease
the maximum principal amount of the Loan to $25,000,000 and to otherwise amend
certain provisions of the Loan Agreement.

         NOW, THEREFORE, in consideration of the Recitals and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

         1.    DEFINITIONS. All capitalized terms used herein without definition
shall have the meaning set forth in the Loan Agreement.

         2.    AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby
amended as follows:

               2.1  Commitment. Section 1 of the Agreement is hereby deleted in
         its entirety and the following inserted in its stead:

                    "1. Commitment of the Bank. The Bank agrees to extend a loan
                    (the "Loan") to the Borrower in the maximum principal amount
                    of TWENTY FIVE MILLION and 00/100 DOLLARS ($25,000,000.00),
                    evidenced by a revolving note (the "Note") and secured by
                    the capital stock described in the Note, in accordance with
                    the terms and subject to the conditions set forth in this
                    Agreement and the Note."

               2.2  Note Evidencing Borrowing. The introductory paragraph of
                    Section 3(a) of the Loan Agreement is hereby amended by
                    restating it in its entirety, as follows:

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                    "The Loan shall be evidenced by the Note executed by the
                    Borrower in the principal amount of TWENTY FIVE MILLION and
                    00/100 DOLLARS ($25,000,000.00), which Note shall be in the
                    form set forth as Exhibit A-1 hereto:

         3.    REVOLVING NOTE. The Borrower will execute and deliver a
Replacement Revolving Note substantially in the form of Exhibit A-1 hereto.
Exhibit A-1 of the Loan Agreement is hereby replaced by the Exhibit A-1 attached
hereto.

         4.    WARRANTIES. To induce the Bank to enter into this Amendment, the
Borrower warrants that:

               4.1  Authorization. The Borrower is duly authorized to execute
         and deliver this Amendment and is and will continue to be duly
         authorized to borrow monies under the Loan Agreement, as amended
         hereby, and to perform its obligations under the Loan Agreement, as
         amended hereby.

               4.2  No Conflicts. The execution and delivery of this Amendment
         and the performance by the Borrower of its obligations under the Loan
         Agreement, as amended hereby, do not and will not conflict with any
         provision of law or of the charter or by-laws of the Borrower or of any
         agreement binding upon the Borrower.

               4.3  Validity and Binding Effect. The Loan Agreement, as amended
         hereby, is a legal, valid and binding obligation of the Borrower,
         enforceable against the Borrower in accordance with its terms, except
         as enforceability may be limited by bankruptcy, insolvency or other
         similar laws of general application affecting the enforcement of
         creditors' rights or by general principles of equity limiting the
         availability of equitable remedies.

               4.4  No Default. As of the closing date hereof, no Default under
         Section 10 of the Loan Agreement, as amended by this Amendment, or
         event or condition which, with the giving of notice or the passage of
         time, shall constitute an Event of Default, has occurred or is
         continuing.

               4.5  Warranties. As of the closing date hereof, the
         representations and warranties in Section 6 of the Loan Agreement are
         true and correct as though made on such date, except for such changes
         as are specifically permitted under the Loan Agreement.

         5.    CONDITIONS PRECEDENT. This Amendment shall become effective as of
         the date above first written after receipt by Bank of the following
         documents:

               5.1  This Amendment duly executed by the Borrower;

               5.2  Replacement Revolving Note dated as of January 23, 2001 duly
         executed by Borrower in the form attached hereto as Exhibit A-1;

               5.3  The Second Amendment to Pledge and Security Agreement dated
         as of January 23, 2001 and executed by the Borrower;

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               5.4  Such other documents as the Bank may request.

         6.    GENERAL.

               6.1  Law. This Amendment shall be construed in accordance with
         and governed by the laws of the State of Illinois.

               6.2  Successors. This Amendment shall be binding upon the
         Borrower and the Bank and their respective successors and assigns, and
         shall inure to the benefit of the Borrower and the Bank and the
         successors and assigns of the Bank.

               6.3  Confirmation of Loan Agreement. Except as amended hereby,
         the Loan Agreement shall remain in full force and effect and is hereby
         ratified and confirmed in all respects.

               6.4  Reaffirmation. The Borrower hereby ratifies and confirms its
         liabilities and obligations under the Loan Agreement, the Note and the
         Pledge and Security agreement dated as of April 1, 1998 between the
         Borrower and the Bank as each has been amended, renewed, replaced or
         extended from time to time and the liens and security interests, if
         any, created thereby, and acknowledges that it has no defenses, claims
         or set offs to the enforcement of the Bank of its obligations and
         liabilities thereunder.

               6.5  References to Loan Agreement. Each reference in the Loan
         Agreement to "this agreement", "hereunder", "hereof", or words of like
         import, and each reference to the Loan Agreement in any and all
         instruments or documents provided for in the Loan Agreement or
         delivered or to be delivered thereunder or in connection therewith,
         shall be deemed a reference to the Loan Agreement as amended hereby.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed at Chicago, Illinois by their respective officers duly authorized as of
the date first above written.

LASALLE BANK NATIONAL ASSOCIATION            GOLD BANC CORPORATION, INC.


By: _______________________                  By: ________________________

Title: ____________________                  Title: _____________________

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                                   EXHIBIT A-1

                           REPLACEMENT REVOLVING NOTE

Dated as of January 23, 2001
Amount:  $25,000,000                                           Due: July 1, 2001


         On July 1, 2001, GOLD BANC CORPORATION, INC., a Kansas corporation (the
"Undersigned"), whose address is 11301 Nall Avenue, Leawood, Kansas 66211, for
value received, promises to pay to the order of LASALLE BANK NATIONAL
ASSOCIATION (formerly known as LaSalle National Bank), a national banking
association (the "Bank"), whose address is 135 South LaSalle Street, Chicago,
Illinois 60603, the lesser of: the principal sum of TWENTY FIVE MILLION and
00/100 DOLLARS ($25,000,000), or the aggregate unpaid principal amount of the
revolving credit loan made available by the Bank to the Undersigned together
with interest on any and all principal amounts outstanding hereunder from time
to time from the date hereof until maturity. The Undersigned may borrow, repay
(except as provided herein) without penalty and reborrow under this Note, from
the date hereof until July 1, 2001.

         Interest shall be computed on the actual number of days elapsed on the
basis of a 360 day year, on any and all principal amounts remaining unpaid
hereunder from time to time outstanding from the date of borrowing until payment
at a rate equal to one of the following options selected by the Undersigned:

               (i)  the rate in effect from time to time as set by the Bank, and
         called its Prime Rate. "Prime Rate" shall mean the rate of interest
         then most recently announced by the Bank as its Prime Rate, which is
         not necessarily the Bank's lowest or most favorable rate of interest at
         any one time. Each change in the interest rate hereon shall take effect
         on the effective date of the change in the Prime Rate. The Bank shall
         not be obligated to give notice of any change in the Prime Rate.
         Interest under this option shall be payable quarterly commencing on
         February 1, 2001 and continuing on the 1/st/ day of each May, August,
         November, and February thereafter and at maturity.

               (ii) 175 basis points over the London Interbank Offered Rate
         ("Libor Rate"). Libor Rate for purposes hereof shall mean the rate per
         annum (as conclusively determined by the Bank) at which United States
         Dollar deposits are offered by prime banks in the London Interbank
         Market at 11:00 a.m. London time to leading banks in the London
         Interbank Market two Eurodollar business days prior to the effective
         date of the borrowing for such interest period or periods when and if
         available, for one, two, three or six months. If no interest period is
         specified by the Undersigned, a one month Libor Rate period shall be
         selected. Interest on each Libor Rate loan shall be due and payable on
         (a) the last business day of each Libor Rate interest period with
         respect thereto, (b) the date of any principal repayment of such loan
         and (c) at maturity of such loan except that in the event the
         Undersigned shall select a six-month Libor Rate interest period,
         interest shall be payable at the end of the third month during such
         Libor Rate interest period and on the last day of such Libor Rate
         interest period. Any loan outstanding under this option may not be
         prepaid prior to the expiration of the requested interest period
         without the prior written consent of the Bank. Each Libor Rate loan
         must equal $100,000 or an integral part thereof.

         Should any new or existing statute, treaty or regulation (including,
without limitation, Regulation D of the Board of Governors of the Federal
Reserve System), or any interpretation thereof by any governmental authority
charged with the administration thereof, or any action by any central bank or
other fiscal authority having jurisdiction over the Bank (or any of its branches
or affiliates) or the revolving credit

                                       4

<PAGE>

loan impose, modify, or deem applicable any reserve and/or special deposit
requirement against any assets held by, or deposits in or for the amount of any
revolving credit loan by the Bank (or any branch or affiliate of the Bank
involved in transactions contemplated by this Note), except for such matters
which resulted in a change in the Libor Rate pursuant to the definition of Libor
Rate contained herein, that the result of the foregoing is to increase the cost
to the Bank of making or maintaining such LIBOR loan, then the Undersigned shall
pay to the Bank, on demand, an additional amount, as the Bank shall from time to
time determine, is sufficient to indemnify the Bank for such increased cost.
Should any of the aforementioned measures, or any similar measure, result in a
reduction in the amount of principal or interest receivable by the Bank with
respect to its revolving credit loan or an increase in the cost to the Bank with
respect to the amount of principal or interest receivable by the Bank with
respect to its revolving credit loan or an increase in the cost to the Bank of
funding its revolving credit loan in the London Interbank dollar market (whether
or not such loan is actually so funded) or engaging in any other transaction
material to the maintenance of its revolving credit loan with interest thereon
based on the Libor Rate (such reduction in amounts receivable or increases in
costs being hereinafter referred to as "Costs"), the Undersigned shall fully
compensate the Bank as of the end of each period for which the Libor Rate has
been determined during which such measures were in effect for the Costs incurred
during such period. All such Costs shall be determined by the Bank and a
statement thereof shall be sent by the Bank to the Undersigned when such Costs
have been determined, and such determinations shall be conclusive and binding on
the Undersigned in the absence of manifest error, but the Bank shall, as
promptly as practicable, notify the Undersigned of the existence of any event
which would (if interest were to be accrued based on the Libor Rate) require
reimbursement by the Undersigned of Costs incurred by the Bank.

         The Undersigned hereby authorizes the Bank to charge any account of the
Undersigned for all sums due hereunder, following a default hereunder. Principal
payments submitted in funds not available until collected shall continue to bear
interest until collected. If payment hereunder becomes due and payable on a
Saturday, Sunday or legal holiday under the laws of the United States or the
State of Illinois, the due date thereof shall be extended to the next succeeding
business day, and interest shall be payable thereon at the rate specified during
such extension.

         This Note is executed pursuant to a revolving line of credit under
which Undersigned is indebted to Bank and evidences the aggregate unpaid
principal amount of all advances made or to be made by Bank to Undersigned under
the Note. All advances and repayments hereunder shall be evidenced by entries on
the books and records of Bank which shall be presumptive evidence of the
principal amount and interest owing and unpaid on this Note, or any renewal or
extension hereof. The failure to so record any such amount or any error so
recording any such amount shall not, however, limit or otherwise affect the
obligations of the Undersigned hereunder to repay the principal amount of the
liabilities together with all interest accruing thereon.

         Advances under this Note may be made by Bank upon the oral or written
request of any person whose authority to so act has not been revoked by the
Undersigned in writing theretofore received by Bank at its main office. Any such
advances shall be conclusively presumed to have been made by Bank for the
benefit of the Undersigned. The Undersigned does hereby irrevocably confirm,
ratify and approve all such advances by Bank and does hereby indemnify Bank
against losses and expenses (including court costs, attorneys' and paralegals'
fees) and shall hold Bank harmless with respect thereto.

         As security for the payment of this Note and any other liabilities and
obligations of the Undersigned to Bank howsoever created, arising or evidenced,
and howsoever owned, held or acquired, (all such liabilities and obligations,
including this Note, are hereinafter called the "Obligations"), the Undersigned
hereby pledges, assigns, transfers and delivers to Bank and hereby grants to
Bank a continuing security interest in any property of the Undersigned of any
kind or description, tangible or intangible, now or

                                        5

<PAGE>

hereafter assigned, transferred or delivered to or left in or coming into the
possession, control or custody of, or in transit to, Bank or any agent or bailee
for the Bank, by or for the account of the Undersigned whether expressly as
collateral security or for any other purpose, and any property covered by a
security agreement signed by the Undersigned in favor of Bank, including, but
not limited to: (1) cash, accounts, inventory, negotiable instruments, documents
of title, chattel paper, certificates of deposit, securities, deposit accounts,
other cash equivalents and all other property of the Undersigned of whatever
description whether now existing or hereafter acquired, now or hereafter in the
possession or control of or assigned to the Bank, and the products and proceeds
therefrom, including the proceeds of insurance thereon; and (2) the additional
property of the Undersigned whether now existing or hereafter arising or
acquired, together with any substitutions therefor, accessions thereto, or
products and proceeds therefrom, including the proceeds of insurance thereon,
consisting of:

               100% of the shares of the capital stock of Gold Bank, a
               Kansas state bank and the Undersigned's wholly-owned
               subsidiary, including all substitutions, stock splits,
               proceeds or dividends now or hereafter created, assessed,
               granted or paid by Gold Bank - Kansas.

         All of the aforesaid is collectively referred to herein as the
"Collateral". The terms used herein to identify the Collateral shall have the
respective meanings assigned to such terms as of the date hereof in the Illinois
Uniform Commercial Code. The cancellation or surrender of this Note, upon
payment or otherwise, shall not affect the right of the Bank to retain the
Collateral for any other of the Obligations. The Undersigned agrees to deliver
to Bank immediately upon its demand, such other collateral as Bank may from time
to time request should the value of the Collateral in the Bank's reasonable
discretion, decline, deteriorate, depreciate or become impaired in a material
manner, or should Bank, in the exercise of its reasonable discretion, deem
itself insecure for any reason whatsoever, including, but not limited to, a
change in the financial condition of the Undersigned. The Undersigned hereby
grants to Bank a continuing security interest in such other collateral, which,
when pledged, assigned and transferred to Bank shall part of the Collateral. The
Bank's security interests in each of the foregoing Collateral shall be valid,
complete and perfected whether or not the same shall be covered by a specific
assignment.

         The Bank shall have exercised reasonable care in the custody and
preservation of the Collateral if it takes such action for that purpose as the
Undersigned shall reasonably request in writing, provided that such request
shall not be inconsistent with Bank's status as a secured party. No failure of
Bank to preserve or protect any rights with respect to the Collateral against
prior or third parties, or to do any act with respect to preservation of the
Collateral not so requested by the Undersigned shall be deemed a failure to
exercise reasonable care in the custody or preservation of the Collateral. The
Undersigned shall have the sole responsibility for taking such action as may be
necessary, from time to time, to preserve all rights of the Undersigned and Bank
in the Collateral against prior or third parties. Without limiting the
generality of the foregoing, the Undersigned represents to, and covenants with
the Bank that the Undersigned has made arrangements for keeping informed of
changes or potential changes affecting the securities constituting Collateral
(including, but not limited to, rights to convert, subscribe, payment of
dividends, reorganization, other exchanges, tender offers and voting rights),
and the Undersigned agrees that the Bank shall have no responsibility or
liability for informing the Undersigned of any changes or potential changes or
for taking any action or omitting to take any action with respect thereto.

         All Obligations of the Undersigned and all rights, powers and remedies
of the Bank expressed herein shall be in addition to, and not in limitation of,
those provided by law or in any written agreement (other than this Note)
relating to any of the Obligations or any security therefor. In addition to all
other rights possessed by it, the Bank may, from time to time, after default (as
hereinafter provided), at its sole discretion, and without notice to the
Undersigned take the following actions: (1) transfer the whole or any

                                       6

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part of securities constituting Collateral into its name or the name of its
nominee without disclosing, that such securities so transferred are subject to
the security interests granted hereunder, and any corporation or association, or
any of the managers or trustees of any trust issuing any of said securities, or
any transfer agent, shall not be bound to inquire, in the event that the Bank or
said nominee makes any further transfer of said securities, as to whether the
Bank or its nominee has the right to make such further transfer, and shall not
be liable for transferring the same; (2) notify any obligors on any of the
Collateral to make payment to the Bank of any amounts due or to become due with
respect thereto; (3) enforce collection of any of the Collateral by suit or
otherwise, or surrender, release or exchange all or any part thereof; (4) take
possession or control of any proceeds and products of any of the Collateral,
including the proceeds of insurance thereon; (5) extend, renew or modify for one
or more periods (whether or not longer than the original period) this Note, any
other of the Obligations, any obligation of any nature of any obligor with
respect to this Note, or any of the Collateral, and grant any releases,
compromises or indulgences with respect to this Note, or any other of the
Obligations, extension or renewal thereof, any security therefor, or to any
obligor hereunder or thereunder; (6) vote the Collateral; (7) make an election
with respect to the Collateral under Section 1111 of the United States
Bankruptcy Code (the "Code") or take action under Section 364 of the Code or any
other section of the Code, now existing or hereafter amended; provided, however,
that any such action of the Bank as herein set forth shall not, in any manner
whatsoever, impair nor be construed to impair or affect the liability hereunder,
nor prejudice or waive Bank's rights and remedies at law, in equity or by
statute, nor release, discharge the Undersigned or other entity liable to the
Bank for the Obligations and indebtedness; or (8) accept additions to, releases,
reductions, exchanges or substitution of the Collateral, without in any way
altering, impairing, diminishing or affecting the provisions of this Note, any
of the other Obligations, or the Bank's rights hereunder and under any of the
other Obligations.

         The Undersigned, without notice or demand of any kind, shall be in
default hereunder if: (1) any amount payable on any of the Obligations is not
paid within three (3) days of when due; or (2) the Undersigned shall otherwise
fail to perform any of the promises to be performed by it hereunder or under any
other agreement with Bank, and such failure shall not be cured within thirty
(30) days following notice thereof by the Bank; or (3) the Undersigned or any
other party liable with respect to the Obligations, shall make any assignment
for the benefit of creditors, or there shall be commenced any bankruptcy,
receivership, insolvency, reorganization, dissolution or liquidation proceedings
by or against, or the entry of any judgment, levy, attachment, garnishment or
other process, or the filing of any lien against the Undersigned, any other
party liable with respect to the Obligations, any of the Collateral; or (4)
there be any deterioration or impairment of any of the Collateral or a decline
in the assumed market price thereof (whether actual or reasonably anticipated),
which causes the Collateral, in the sole opinion of Bank acting in good faith,
to become unsatisfactory as to value or character, or which causes the Bank to
reasonably believe that it is insecure and that the likelihood for repayment of
the Obligations is impaired, time being of the essence; or (5) the occurrence of
any default under a separate security agreement securing this Note, and such
failure shall not be cured within thirty(30) days following notice thereof by
the Bank; or (6) the determination by the Bank that a material adverse change
has occurred in the financial condition of the Undersigned from the condition
set forth in the most recent financial statement of the Undersigned furnished to
the Bank, or from the financial condition of the Undersigned most recently
disclosed to Bank in any manner; or (7) any oral or written warranty,
representation, certificate or statement of the Undersigned to the Bank is
untrue; or (8) the failure to do any act necessary to preserve and maintain the
value and collectability of the Collateral; or (9) the Bank has possession of
less than 100% of the shares of the capital stock of Gold Bank - Kansas; or (10)
failure of the Undersigned after request by the Bank to furnish financial
information or to permit inspection by the Bank of the Undersigned's books and
records; or (11) the occurrence of any material adverse event which causes a
change in the financial condition of the Undersigned.

         Whenever the Undersigned shall be in default as aforesaid, without
demand or notice of any kind, the entire unpaid amount of all Obligations shall
become immediately due and payable, and Bank may

                                       7

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exercise, from time to time, any rights and remedies available to it under the
Illinois Uniform Commercial Code or otherwise, including those available under
any written instrument (in addition to this Note) relating to any of the
Obligations and may, without demand or notice of any kind, appropriate and apply
toward the payment of such of the Obligations, whether matured or unmatured,
including costs of collection and attorneys' and paralegals' fees, and in such
order of application as the Bank may, from time to time, elect, any balances,
credits, deposits, accounts or moneys of the Undersigned in possession, control
or custody of, or in transit to the Bank.

         THE UNDERSIGNED WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR
SETOFF WHICH THE UNDERSIGNED MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY
BANK IN ENFORCING THIS NOTE AND/OR ANY OF THE OTHER OBLIGATIONS AND RATIFIES AND
CONFIRMS WHATEVER BANK MAY DO PURSUANT TO THE TERMS HEREOF AND AGREES THAT BANK
SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR MISTAKES OF FACT OR LAW. THE
BANK AND THE UNDERSIGNED, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
IRREVOCABLY, THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY
LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS NOTE, ANY OF THE OTHER OBLIGATIONS, OR ANY AGREEMENT EXECUTED IN
CONJUNCTION HEREWITH OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE
BANK AND THE UNDERSIGNED ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO THE UNDERSIGNED.

         The Undersigned, and any other party liable with respect to the
Obligations, and each one of them, waive any and all presentment, demand, notice
of dishonor, protest, and all other notices and demands in connection with the
enforcement of Bank's rights hereunder, except as otherwise provided herein. No
default shall be waived by the Bank except in writing. No delay on the part of
the Bank in the exercise of any right or remedy shall operate as a waiver
thereof, and no single or partial exercise by the Bank of any right or remedy
shall preclude other or further exercise thereof, or the exercise of any other
right or remedy. This Note: (i) is valid, binding and enforceable in accordance
with its provisions, and no conditions exist to its legal effectiveness; (ii)
contains the entire agreement between the Undersigned and Bank; (iii) is the
final expression of the intentions of the Undersigned and Bank; and (iv)
supersedes all negotiations, representations, warranties, commitments, offers,
contracts (of any kind or nature, whether oral or written) prior to or
contemporaneous with the execution hereof. No prior or contemporaneous
representations, warranties, understandings, offers or agreements of any kind,
whether oral or written, have been made by Bank or relied upon by the
Undersigned in connection with the execution hereof. No modification, discharge,
termination or waiver of any of the provisions hereof shall be binding upon the
Bank, except as expressly set forth in a writing duly executed on behalf of the
Bank.

         The Undersigned agrees to pay all costs, legal expenses, attorneys'
fees and paralegals' fees of every kind, paid or incurred by Bank in enforcing
its rights hereunder, including, but not limited to, litigation or proceedings
initiated under the Code, or in respect to any other of the Obligations, or in
defending against any defense, cause of action, counterclaim, setoff or
crossclaim based on any act of commission or omission by the Bank with respect
to this Note or any other of the Obligations, promptly on demand of Bank or
other person paying or incurring the same.

         TO INDUCE THE BANK TO MAKE THE LOAN EVIDENCED BY THIS NOTE, THE
UNDERSIGNED IRREVOCABLY AGREES THAT ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY
AS A RESULT OR IN CONSEQUENCE OF THIS NOTE OR ANY OTHER AGREEMENT WITH THE BANK
SHALL BE INSTITUTED AND LITIGATED ONLY IN COURTS HAVING SITUS IN THE CITY OF
CHICAGO, ILLINOIS, AND THE UNDERSIGNED HEREBY CONSENTS TO THE EXCLUSIVE
JURISDICTION AND VENUE OF ANY STATE OR FEDERAL

                                       8

<PAGE>

COURT LOCATED AND HAVING ITS SITUS IN SAID CITY, AND WAIVES ANY OBJECTION BASED
ON FORUM NON CONVENIENS. THE UNDERSIGNED HEREBY WAIVES PERSONAL SERVICE OF ANY
AND ALL PROCESS, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE UNDERSIGNED AT THE
ADDRESS INDICATED IN THE BANK'S RECORDS IN THE MANNER PROVIDED BY APPLICABLE
STATUTE, LAW, RULE OF COURT OR OTHERWISE. FURTHERMORE, THE UNDERSIGNED WAIVES
ALL NOTICES AND DEMANDS IN CONNECTION WITH THE ENFORCEMENT OF BANK'S RIGHTS
HEREUNDER, AND HEREBY CONSENTS TO, AND WAIVES NOTICE OF THE RELEASE WITH OR
WITHOUT CONSIDERATION OF ANY COLLATERAL.

         The loan evidenced hereby has been made and this Note has been
delivered at the Bank's main office and shall be governed and construed in
accordance with the laws of the State of Illinois, in which state it shall be
performed, and shall be binding upon the Undersigned and its successors and
assigns. Wherever possible, each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited by or be invalid under such law, such
provision shall be severable, and be deemed ineffective to the extent of such
prohibition or invalidity without invalidating the remaining provisions of this
Note.

         The Undersigned represents and warrants to Bank that the execution and
delivery of this Note has been duly authorized by resolutions heretofore adopted
by its Board of Directors in accordance with law and its bylaws, that said
resolutions have not been amended nor rescinded, are in full force and effect
and that the officers executing and delivering this Note for and on behalf of
the Undersigned are duly authorized to so act. The Bank, in extending financial
accommodations to the Undersigned, is expressly acting and relying upon the
aforesaid representations and warranties.

         The Undersigned acknowledges and agrees that the lending relationship
hereby created with the Bank has been conducted on an open and arm's length
basis in which no fiduciary relationship exists and that the Undersigned has not
relied and is not relying on any such fiduciary relationship in consummating the
loan evidenced by this Note.

         This Note is issued in substitution for and replacement of, but not in
repayment of, that certain Replacement Revolving Note in the principal amount of
$40,000,000, dated July 1, 2000, made by the Undersigned payable to the order of
the Bank, and is not and shall not be deemed a novation therefor.

         As used herein, all provisions shall include the masculine, feminine,
neuter, singular and plural thereof, wherever the context and facts require such
construction and in particular the word "Undersigned" shall be so construed.

                                       9

<PAGE>

         IN WITNESS WHEREOF the Undersigned has executed this Replacement
Revolving Note on the date above set forth.

                                                GOLD BANC CORPORATION, INC.


                                                By:   __________________________
                                                Its:  __________________________

                                       10