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                                                                  EXHIBIT 10.38

                               SECOND AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

         THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
"Amendment"), dated as of May 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 TWENTY-FIVE MILLION and 00/100 DOLLARS ($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 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 including a Pledge and
Security Agreement dated April 1, 1998 between the Borrowers and the Bank as
amended from time to time and a Pledge Agreement dated as of February 1, 1999
between the Bank and Gold Banc Acquisition Corporation II, Inc. (the "Subsidiary
Pledgor") as amended from time to time under which the Bank received, among
other things, a first priority security interest in certain capital stock (the
"Pledge Agreements").

         B.    The Borrower has requested and the Bank has agreed to extend
the maturity of the Loan and to otherwise amend certain provisions of the Loan
Agreement.

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

         2.    AMENDMENT TO LOAN AGREEMENT. The first two sentences of Section
3(a) of the Loan Agreement are hereby amended by restating them in their
entirety, as follows:

                    "(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, 2000."

         3.    REVOLVING NOTE. The Borrower will execute and deliver a
Replacement Revolving Note substantially in the form of Exhibit A-1 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

<PAGE>


         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 Event of
         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 duly executed by Borrower in the
         form attached hereto as Exhibit A-1;

               5.3  A Second Amendment to Pledge Agreement dated of even date
         herewith and executed by the Subsidiary Pledgor; and

               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.

                                       2

<PAGE>

               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: ________________________

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                                   EXHIBIT A-1

                           REPLACEMENT REVOLVING NOTE

Dated as of May 1, 2000
Amount:  $25,000,000                                          Due:  July 1, 2000


         On July 1, 2000, 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, 2000.

         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 on May 1, 2000 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 period shall be selected. Interest under
this option shall be due and payable on May 1, 2000 and at the maturity of the
loan under this option. 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. The Undersigned may identify no more than
three portions of the outstanding principal balance of the Note which will bear
interest at the Libor Rate. Each Libor 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 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

                                       4

<PAGE>

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.

                                       5

<PAGE>

     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 certain
shares of the capital stock of the Undersigned's wholly-owned subsidiaries, as
set forth on Schedule 1, hereto.

     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

                                       6

<PAGE>

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; 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

                                       7

<PAGE>

impairment of any of the Collateral or a decline in the 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 collectibility of the
Collateral; or (9) 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 (10) 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 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

                                       8

<PAGE>

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 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

                                       9

<PAGE>

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 Revolving Note in the principal amount of
$25,000,000, dated April 26, 1999, 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.

     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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                                   SCHEDULE 1

                                                          State of
Subsidiary                     Shares                   Organization
----------                     ------                   ------------

Gold Bank                      72,000                   Kansas