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                                                                  EXHIBIT 10.39

                               THIRD AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

     THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
"Amendment"), dated as of July 1, 2000, 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 and a Second
Amendment to the Amended and Restated Loan Agreement dated as of May 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 $25,000,000 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 extend the
maturity of the Loan, to increase the maximum principal amount of the Loan to
$40,000,000 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 FORTY
               MILLION and 00/100 DOLLARS ($40,000,000.00), 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 and the
     first two sentences of Section 3(a) of the Loan Agreement are hereby
     amended by restating them in their entirety, as follows:

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               "The Loan shall be evidenced by the Note executed by the Borrower
               in the principal amount of FORTY MILLION and 00/100 DOLLARS
               ($40,000,000.00), which Note shall be in the form set forth as
               Exhibit A-1 hereto:

                    (a) Interest on amounts outstanding under the Note shall be
                    payable in arrears. A final payment of all outstanding
                    amounts due under the Note, including, but not limited to
                    principal, interest and any amounts owing under Subsection
                    11(m) of this Agreement, if not payable earlier, shall be
                    due and payable on July 1, 2001."

     3.   SCHEDULE 1. Schedule 1 of the Loan Agreement is hereby deleted in its
entirety and Schedule 1 attached hereto is inserted in its stead.

     4.   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.

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

          5.1 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.

          5.2 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.

          5.3 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.

          5.4 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.

          5.5 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.

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

          6.1 This Amendment duly executed by the Borrower;

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          6.2  Replacement Revolving Note dated as of July 1, 2000 duly executed
     by Borrower in the form attached hereto as Exhibit A-1;

          6.3  The Amendment to Pledge and Security Agreement dated as of
     July 1, 2000 and executed by the Borrower;

          6.4  The Pledged Security (as defined in the Pledge and Security
     Agreement) and related stock powers; and

          6.5  Such other documents as the Bank may request.

     7.   GENERAL.

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

          7.2  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.

          7.3  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.

          7.4  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.

          7.5  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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                                   SCHEDULE 1

                                                    STATE OF
SUBSIDIARY             SHARES                     ORGANIZATION

Gold Bank              100%                          Kansas

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                                   EXHIBIT A-1

                           REPLACEMENT REVOLVING NOTE

Dated as of July 1, 2000
Amount:  $40,000,000                                           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 FORTY MILLION and 00/100
DOLLARS ($40,000,000), 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:

     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 November 1, 2000 and continuing on the 1st day of each February, May, August
and November thereafter and at maturity.

     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 loan impose, modify, or deem applicable
any reserve and/or

                                       5

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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

                                        6

<PAGE>

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 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

                                       7

<PAGE>

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 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;

                                       8

<PAGE>

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 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

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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 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

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<PAGE>

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
$25,000,000, dated May 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.

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<PAGE>

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

                                          GOLD BANC CORPORATION, INC.



                                          By:  _____________________________
                                          Its: _____________________________

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