AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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GOLD BANC CORP INC | SILVER ACQUISITION CORP. | SAC ACQUISITION CORP. | GOLD BANC CORPORATION, INC.

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Kansas Date: 2/25/2004
Industry: Regional Banks Law Firm: Stinson Morrison Hecker LLP; Miller, Hamilton, Snider & Odom, L.L.C. Sector: Financial

AGREEMENT AND PLAN OF MERGER, Parties: gold banc corp inc , silver acquisition corp. , sac acquisition corp. , gold banc corporation inc.

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER (the "Agreement")

by and among

SILVER ACQUISITION CORP., a Delaware corporation ("SILVER"),

SAC ACQUISITION CORP., a Delaware corporation ("SAC") and

GOLD BANC CORPORATION, INC., a Kansas corporation ("GOLD")

February 24, 2004

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TABLE OF CONTENTS

ARTICLE I - THE MERGER; CERTAIN RELATED MATTERS..............................1

1.1 Merger and Second Merger.........................................1

1.2 Merger/Conversion of Subsidiary Banks............................3

1.3 Payment and Cancellation of Options..............................3

1.4 Closing; Closing Date; Filing of Merger Documents................3

1.5 Effect on Shares.................................................4

1.6 Paying Procedures................................................4

1.7 Certificate Delivery.............................................5

1.8 Lost or Stolen Certificate.......................................5

1.9 Further Action...................................................5

1.10 Continued Existence..............................................5

1.11 Certificate of Incorporation.....................................6

1.12 By-Laws..........................................................6

1.13 Directors; Officers..............................................6

1.14 Registered Office................................................6

1.15 Dissenters' Rights...............................................6

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF GOLD..........................6

2.1 Corporate Organization, Authorization, etc.......................6

2.2 Authorized and Outstanding Stock.................................7

2.3 Subsidiaries, Affiliates, etc....................................8

2.4 Consents, Approvals, Filings, etc., of Governmental

Authorities......................................................9

2.5 SEC Filings and Financial Statements.............................9

2.6 Absence of Undisclosed Liabilities..............................10

2.7 Absence of Changes..............................................11

2.8 Proxy Statement, etc............................................11

2.9 No Violation....................................................11

2.10 Brokerage/Fairness Opinion......................................11

2.11 Tax Matters.....................................................11

2.12 Employee Benefit Plans..........................................13

2.13 Real and Personal Property......................................15

2.14 Leases..........................................................16

2.15 Intellectual Property...........................................16

2.16 Certain Contracts, Agreements, Licenses.........................17

2.17 Governmental Authorization......................................17

2.18 Contracts With and Loans to Officers and Employees..............17

2.19 Insurance.......................................................17

2.20 Adequacy of Allowance for Loan Losses...........................18

2.21 Interest Rate Risk Management Instruments.......................18

2.22 Material Contracts..............................................18

2.23 Litigation......................................................18

2.24 Labor Matters...................................................19

2.25 Environmental Matters...........................................19

2.26 Reports and Regulatory Communications...........................19

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2.27 No Action.......................................................20

2.28 Certain SEC Filings.............................................20

2.29 Insurance Filings...............................................20

2.30 Disclosure Controls and Procedures..............................20

2.31 Compliance with Applicable Law..................................20

2.32 CRA Rating......................................................21

2.33 Rights Agreement Inapplicable...................................21

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SILVER......................21

3.1 Organization, Authority.........................................21

3.2 Corporate Action................................................21

3.3 No Parent Company...............................................21

3.4 Brokers' and Finders' Fees......................................21

3.5 Proxy Statement.................................................22

3.6 Litigation......................................................22

3.7 Consents, Approvals, Filings, etc, of Governmental

Authorities.....................................................22

3.8 Access to Funds.................................................22

3.9 Ability to Pay Break-up Fee.....................................23

3.10 Absence of Changes and Undisclosed Liabilities..................23

3.11 No Action.......................................................23

ARTICLE IV - CONDUCT OF BUSINESS OF GOLD PRIOR TO EFFECTIVE DATE OF THE

MERGER.........................................................23

4.1 Regular Course of Business of GOLD..............................23

4.2 Restricted Activities and Transactions of GOLD..................24

ARTICLE V - OBLIGATIONS PRIOR AND SUBSEQUENT TO EFFECTIVE TIME..............27

5.1 Reasonable Access...............................................27

5.2 Consents........................................................27

5.3 Filing Requirements.............................................27

5.4 GOLD Shareholder Meeting........................................27

5.5 Supplements to Information......................................30

5.6 Further Assurances..............................................30

5.7 Deposit of Funds with Paying Agent..............................30

5.8 Adverse Changes in Condition....................................30

5.9 Reports.........................................................30

5.10 No Solicitation.................................................30

5.11 Indemnification.................................................32

5.12 Environmental Assessments.......................................34

5.13 Adequate Funding................................................34

5.14 Regulatory Approvals............................................35

5.15 Resignations....................................................35

5.16 Obligations Related to the Trust Preferred Securities...........35

5.17 No Amendment or Waiver of Subscription Agreements...............35

ARTICLE VI - CONDITIONS TO GOLD'S OBLIGATIONS...............................36

6.1 Representations and Warranties True and Obligations Satisfied...36

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6.2 No Governmental or Other Proceeding or Litigation...............36

6.3 No Material Adverse Effect......................................36

6.4 Shareholder Approval............................................36

6.5 Other Approvals.................................................36

6.6 Opinion.........................................................36

6.7 Financing.......................................................36

ARTICLE VII - CONDITIONS TO OBLIGATIONS OF SILVER...........................37

7.1 Representations and Warranties True and Obligations Satisfied...37

7.2 No Governmental or Other Proceeding or Litigation...............37

7.3 No Material Adverse Effect......................................37

7.4 Shareholder Approval............................................37

7.5 Other Approvals.................................................37

7.6 Opinion.........................................................37

7.7 Secretary's Certificate.........................................37

7.8 Financing.......................................................37

7.9 Total Equity and Loan Loss Reserve..............................38

ARTICLE VIII - TERMINATION..................................................38

8.1 Termination.....................................................38

8.2 Notice of Termination; Effect of Termination....................40

8.3 Fees and Expenses...............................................40

ARTICLE IX - MISCELLANEOUS PROVISIONS.......................................41

9.1 Definitions.....................................................41

9.2 Amendment and Modification......................................46

9.3 Waiver of Compliance............................................46

9.4 Expenses........................................................46

9.5 Investigation and Confidentiality...............................46

9.6 Press Releases..................................................47

9.7 Representations and Warranties, etc.............................47

9.8 Non-Survival of Representations and Warranties..................47

9.9 Severability....................................................47

9.10 Other Remedies; Specific Performance............................47

9.11 Rules of Construction...........................................47

9.12 Interpretation..................................................48

9.13 Notices.........................................................48

9.14 Assignment......................................................49

9.15 Governing Law...................................................49

9.16 Counterparts....................................................49

9.17 Entire Agreement; Third Party Beneficiaries.....................49

9.18 Reservation of Right to Revise Structure........................49

iii

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TABLE OF DEFINED TERMS

Term Cross Reference in Agreement Page

---- ---------------------------- ----

Acquisition Proposal...............5.10(a)..................................32

Acquisition Transaction............5.10(a)..................................32

Balance Sheet Date..................2.6(a)..................................10

Bank Subsidiaries......................2.3...................................8

By-Laws...............................1.12...................................6

Closing................................1.4...................................3

Closing Date...........................1.4...................................3

COBRA..............................2.12(a)..................................13

DOL................................2.12(b)..................................14

ERISA..............................2.12(a)..................................13

ERISA Affiliate....................2.12(a)..................................13

Federal Reserve........................2.4...................................9

Financing..............................3.8..................................22

GOLD..............................Preamble...................................1

GOLD Advisor..........................2.10..................................11

GOLD Approval.......................2.1(b)...................................7

GOLD Employee......................2.12(a)..................................13

GOLD Plans.........................2.12(a)..................................13

GOLD SEC Reports....................2.5(a)...................................9

Indemnified Parties................5.11(a)..................................32

Initial Equity Commitments.............3.8..................................23

Insurance Agency Subsidiary...........2.29..................................20

IRS................................2.11(a)..................................12

Merger............................Preamble...................................1

Office of Thrift Supervision...........2.4...................................9

Paying Agent...........................1.5...................................4

Remaining Equity Commitments..........5.13..................................34

Returns............................2.11(a)..................................11

Sarbanes-Oxley Act..................2.5(a)..................................10

Second Merger.....................Preamble...................................1

SILVER............................Preamble...................................1

Superior Offer......................5.4(c)..................................29

Surviving Corporation...............1.1(b)...................................2

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") made and entered into

as of the 24th day of February, 2004, by and among SILVER ACQUISITION CORP., a

Delaware corporation ("SILVER"), SAC ACQUISITION CORP., a Delaware corporation

and a wholly-owned subsidiary of ACQUISITION ("SAC"), and GOLD BANC CORPORATION,

INC., a Kansas corporation ("GOLD").

W-I-T-N-E-S-S-E-T-H

WHEREAS, subject to the terms and conditions of this Agreement, the Boards

of Directors of SILVER, SAC and GOLD have approved the merger (the "Merger") of

SAC with and into GOLD and the second merger (the "Second Merger") of GOLD with

and into SILVER, pursuant to which each outstanding share of common stock of

GOLD ("GOLD Common") shall be converted into the right to receive cash, as more

fully set forth herein, and determined that the Merger is in the best interest

of the parties and their stockholders;

WHEREAS, SILVER and SAC have been formed for the sole purpose of acquiring

GOLD by consummating the merger and as such, SILVER and SAC have conducted no

business apart from raising capital to consummate the transactions contemplated

herein; and

WHEREAS, in furtherance of the consummation of the Merger, the parties

hereto desire to enter into this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises

and agreements contained herein, the parties hereto, intending to be legally

bound, hereby agree as follows:

ARTICLE I - THE MERGER; CERTAIN RELATED MATTERS

1.1 Merger and Second Merger.

------------------------

(a) The Merger. Subject to the terms and conditions of this Agreement,

at the Effective Time SAC shall merge with and into GOLD. GOLD shall be the

surviving corporation (hereinafter sometimes referred to as the "First Merger

Surviving Corporation") in the Merger, and shall continue its corporate

existence under the laws of the State of Kansas. Upon consummation of the

Merger, the separate corporate existence of SAC shall terminate.

At the Effective Time, by virtue of the Merger and without any action on

the part of the holder of any shares of the capital stock of GOLD:

(i) subject to Section 1.1(a)(ii) and 1.1(a)(iii), each

outstanding share of GOLD Common (together with the related GOLD Rights

issued pursuant to the Rights Agreement ) shall, by virtue of the Merger

and without further action on the part of the holder thereof, no longer be

outstanding, be canceled and retired and cease to exist and shall be

converted into the right to receive in cash, without interest, $16.60 per

share,

<PAGE>

from the Surviving Corporation in the manner provided herein, provided

that, if the Closing shall not have occurred within 150 days of the date

hereof, holders of GOLD Common shall also be entitled to receive, at the

Effective Time, an additional amount per share equal to the product of

$0.00230 times the number of days following such 150th day through and

including the Closing Date;

(ii) each share of GOLD Common and GOLD Preferred stock held

in the treasury of GOLD shall not be converted into the right to receive

cash pursuant to 1.1(a)(i) and shall be canceled and retired and cease to

exist;

(iii) SILVER will provide funds sufficient to pay the

obligations of the Surviving Corporation set out in Section 1.1(a)(i)

above;

(iv) shares of GOLD Common held by shareholders duly

exercising rights, if any, pursuant to K.S.A. ss. 17-6712 ("Dissenting

Shareholders") shall not be converted into the right to receive cash

pursuant to Section 1.1(a)(i); and

(v) each share of common stock, par value $0.01 per share, of

SAC shall be converted into one share of common stock, par value $1.00 per

share, of the First Merger Surviving Corporation.

(b) Second Merger. Immediately following completion of the Merger, the

First Merger Surviving Corporation shall merge with and into SILVER. SILVER

shall be the surviving corporation (hereinafter sometimes referred to as the

"Surviving Corporation") in the Second Merger, and shall continue its corporate

existence under the laws of the State of Delaware. Upon consummation of the

Second Merger, the separate corporate existence of First Merger Surviving

Corporation shall terminate.

At the effective time of the Second Merger, by virtue of the Second Merger

and without any action on the part of the holder of any shares of the capital

stock of the First Merger Surviving Corporation:

(i) each share of common stock, par value $1.00 per share, of

the First Merger Surviving Corporation shall be cancelled and retired and

no shares of SILVER common stock or other consideration shall be delivered

in exchange therefor; and

(ii) each share of common stock and preferred stock of SILVER

issued and outstanding prior to the effective time of the Second Merger

shall be unaffected by the Second Merger and shall remain issued and

outstanding.

GOLD shall, at the request of SILVER, take all necessary and appropriate action

prior to the Merger (including executing any appropriate consent, notice or

other instrument) to cause the Second Merger to become effective immediately

after the Merger in accordance with Section 17-6703 of the Kansas General

Corporation Code and Section 253 of the Delaware General Corporation Law.

<PAGE>

1.2 Merger/Conversion of Subsidiary Banks. Subject to the reservation of

rights set forth in Section 9.18 and any changes as may be required by any

applicable Regulatory Authority, (i) GOLD before the Effective Time will cause

Gold Bank, an Oklahoma state bank, and Gold Bank, a Florida state bank and Gold

Bank, a Kansas state bank to be merged into a single bank (collectively, the

"Bank Mergers"), provided that the merger of Gold Bank, an Oklahoma state bank,

into Gold Bank, a Kansas state bank, shall be consummated as soon as possible

after the date hereof and (ii) immediately following the Second Merger, the bank

surviving the Bank Mergers will be converted into a federal savings bank either

directly, or indirectly by merger with an interim federal savings bank

established by SILVER for that purpose (the "Conversion"). As a result of the

Bank Mergers, the Merger and the Conversion, Surviving Corporation shall become

a savings and loan holding company subject to the supervision and regulation of

the Office of Thrift Supervision (the "OTS").

1.3 Payment and Cancellation of Options. As soon as practicable following

the date of this Agreement, the Board of Directors of GOLD (or, if appropriate,

any committee thereof administering the GOLD stock plans) shall make such

commercially reasonable efforts to affect the adjustment of the terms of all

outstanding options to acquire GOLD Common, whether vested or unvested, as

necessary to provide that, immediately after the Effective Time, each such

option outstanding immediately prior to the Effective Time shall be canceled,

and the holder thereof (as designated on Schedule 2.2 of the Disclosure

Memorandum previously delivered to SILVER by GOLD) shall then become entitled in

full satisfaction of such cancellation to receive, immediately following the

Effective Time, a single lump sum cash payment in an amount equal to the product

of (1) the excess, if any, of the per share price described in Section 1.1(a)(i)

over the exercise price per share of such option, and (2) the number of shares

of GOLD Common for which such option shall not theretofore have been exercised.

Following the Effective Time, Surviving Corporation shall pay all amounts

payable to holders of such options according to the preceding sentence, which

shall be subject to any required withholding of taxes and shall be paid without

interest. GOLD shall use commercially reasonable efforts to ensure that

following the Effective Time no holder of any option to acquire GOLD Common or

any participant in any GOLD stock plan or GOLD Plans shall have any right

thereunder to acquire capital stock of GOLD, SAC or the Surviving Corporation.

The Board of Directors shall adopt resolutions which shall include provisions

that any such cash payment will not be subject to Section 16(b) of the Exchange

Act. GOLD will use commercially reasonable efforts to cause all of its directors

and officers to agree in writing that they will exercise outstanding options

prior to closing or accept a cash out payment equal to the difference between

the exercise price of such options and $16.60, subject to withholding applicable

taxes.

1.4 Closing; Closing Date; Filing of Merger Documents. Unless this

Agreement shall have been terminated and the Merger herein contemplated shall

have been abandoned pursuant to Article VIII, a closing (the "Closing") will be

held as soon as practicable, on a date mutually agreed upon, but in any event

within five (5) business days after all conditions hereto (other than conditions

which relate to actions to be taken at Closing) shall have been satisfied or

waived, as appropriate. The Closing shall be held at a location and time as

agreed by the Parties, on the same date that the Effective Time occurs, unless

otherwise agreed by the Parties (the "Closing Date"), at which time and place

the documents referred to in Articles VI and VII hereof will be exchanged by the

parties hereto and, immediately thereafter, Certificates of Merger shall be

filed

<PAGE>

with the Delaware Secretary of State, and Articles of Merger shall be filed with

the Kansas Secretary of State for both the Merger and the Second Merger.

1.5 Effect on Shares. After the Effective Time, each shareholder of GOLD

shall be entitled, upon surrender of certificates representing shares of GOLD

Common accompanied by a duly completed and executed letter of transmittal in the

form to be sent to all such shareholders (as provided in Section 1.6 hereof) to

the paying agent, which shall be the American Stock Transfer & Trust Company,

unless otherwise agreed to by the Parties (the "Paying Agent"), to receive in

substitution therefor, an amount determined by multiplying (i) the number of

shares of GOLD Common represented by the certificates surrendered by (ii) the

amount set forth in Section 1.1(a)(i). If outstanding certificates for shares of

GOLD Common are not surrendered or the cash payment therefor not claimed prior

to three (3) years after the Effective Time (or, in any particular case, prior

to such earlier date on which such cash payments would otherwise escheat to or

become the property of any Governmental Authority), the unclaimed amounts shall,

to the extent permitted by applicable law, become the property of the Surviving

Corporation, free and clear of all claims or interest of any person previously

entitled thereto.

1.6 Paying Procedures.

-----------------

(a) As soon as practicable after the Effective Time, and in no event

later than five (5) business days thereafter, the Paying Agent shall mail and

otherwise make available to each person who, as of the Effective Time, was the

record holder of one or more certificates representing shares of GOLD Common, a

form letter of transmittal (which shall specify that delivery shall be effected,

and risk of loss and title to such certificate or certificates shall pass, only

upon proper delivery of such certificate or certificates to the Paying Agent)

and instructions for use in effecting the surrender of such certificates. Upon

surrender to the Paying Agent of certificates representing GOLD Common together

with such letter of transmittal, duly executed, the Paying Agent shall promptly

pay to the persons entitled thereto in cash an amount determined by multiplying

(i) the number of shares of GOLD Common represented by the certificate or

certificates so surrendered by (ii) the amount set forth in Section 1.1(a)(i),

less any transfer or other taxes, if any, payable in connection therewith. No

interest will be paid or accrued on the cash payable upon the surrender of such

certificates.

(b) If payment is to be made to a person other than the one in whose

name a surrendered certificate is registered, it shall be a condition of payment

that the certificate so surrendered be properly endorsed or otherwise in proper

form for transfer and that the person requesting such payment either pay any

transfer or other taxes required by reason of the payment to a person other than

the registered holder of the certificate surrendered or establish to the

satisfaction of the Surviving Corporation that such transfer or other taxes have

been paid or are not applicable.

entitled to deduct and withhold from any consideration payable or otherwise

deliverable pursuant to this Agreement to any former holder of GOLD Common such

amounts as may be required to be deducted or withheld therefrom under the

Internal Revenue Code or state, local or foreign law. To the extent such amounts

are so deducted or withheld, such amounts shall be treated for all

<PAGE>

purposes under this Agreement as having been paid to the person to whom such

amounts would otherwise have been paid.

(d) Notwithstanding anything to the contrary in this Section 1.6,

neither the Paying Agent, the Surviving Corporation nor any party hereto shall

be liable to a holder of shares of GOLD Common for any amount properly paid to a

public official pursuant to any applicable abandoned property, escheat or

similar law.

1.7 Certificate Delivery. At or after the Effective Time the Surviving

Corporation shall deliver to the shareholders of SILVER certificates

representing the Surviving Corporation common stock and Surviving Corporation

preferred stock.

1.8 Lost or Stolen Certificate. In the event that any certificates for GOLD

Common shall have been lost, stolen or destroyed, the Paying Agent shall pay in

exchange for such lost, stolen or destroyed certificates, upon the making of an

affidavit of that fact by the holder thereof, together with such other documents

required under Section 1.6 above, such cash as is required pursuant to this

Agreement; provided, however, that the Paying Agent, may, in its discretion and

as a condition precedent to the payment of cash, require the owner of such lost,

stolen or destroyed certificates to deliver a bond in such sum as it may

reasonably direct as indemnity against any claim that may be made against the

Surviving Corporation or the Paying Agent with respect to the certificates

alleged to have been lost, stolen or destroyed.

1.9 Further Action. If, at any time after the Effective Time, any further

action is necessary or desirable to carry out the purposes of this Agreement and

to vest the Surviving Corporation with full right, title and possession to all

assets, property, rights, privileges, powers and franchises of GOLD, or SAC and

SILVER, the officers and directors of the Surviving Corporation shall be fully

authorized (in the name of SILVER, SAC, GOLD, the Surviving Corporation and

otherwise) to take all such necessary action.

1.10 Continued Existence. At the Effective Time, the effect of the Merger

shall be as provided by the applicable provisions of the Kansas General

Corporation Code and the General Corporation Law of the State of Delaware.

Without limiting the generality of the foregoing, and subject thereto, at the

Effective Time: the separate existence of SAC shall cease; GOLD shall possess

all assets and property of every description, and every interest therein,

wherever located, and the rights, privileges, immunities, powers, franchises and

authority, of a public as well as of a private nature, of each of SAC and GOLD;

all obligations belonging to or due each of SAC and GOLD shall be vested in, and

become the obligations of, GOLD without further act or deed; title to any real

estate or any interest therein vested in either of SAC or GOLD shall not revert

or in any way be impaired by reason of the Merger; all rights of creditors and

all liens upon any property of either of SAC or GOLD shall be preserved

unimpaired; and GOLD shall be liable for all the obligations of each of SAC and

GOLD and any claim existing, or action or proceeding pending, by or against

either of SAC and GOLD may be prosecuted to judgment, with right of appeal, as

if the Merger had not taken place. Immediately after the Merger and pursuant to

the Second Merger: the separate existence of GOLD shall cease; the Surviving

Corporation shall possess all assets and property of every description, and

every interest therein, wherever located, and the rights, privileges,

immunities, powers, franchises and authority, of a public as well as of a

private nature, of each of the Parties; all obligations belonging to or due each

of the Parties

<PAGE>

shall be vested in, and become the obligations of, the Surviving Corporation

without further act or deed; title to any real estate or any interest therein

vested in each of the Parties shall not revert or in any way be impaired by

reason of the Second Merger; all rights of creditors and all liens upon any

property of each of the Parties shall be preserved unimpaired; and the Surviving

Corporation shall be liable for all the obligations of each of the Parties and

any claim existing, or action or proceeding pending, by or against each of the

Parties may be prosecuted to judgment, with right of appeal, as if the Second

Merger had not taken place.

1.11 Certificate of Incorporation. The Certificate of Incorporation of

SILVER, as amended and restated immediately prior to the Effective Time, shall

be the Certificate of Incorporation of the Surviving Corporation until further

altered, amended or repealed as provided by law.

1.12 By-Laws. The By-Laws of SILVER as in effect immediately prior to the

Effective Time shall be the By-Laws of the Surviving Corporation ("By-Laws")

until further altered, amended or repealed as provided by law.

1.13 Directors; Officers. The directors of the Surviving Corporation at the

Effective Time shall be those directors of SILVER in office immediately prior to

the Effective Time. The officers of the Surviving Corporation at the Effective

Time shall be those officers of SILVER in office immediately prior to the

Effective Time.

1.14 Registered Office. The Surviving Corporation shall be governed by the

laws of the State of Delaware, and the address of its registered office in that

state shall be that of SILVER.

1.15 Dissenters' Rights. If any Dissenting Shareholder shall be entitled to

the payment of the value of the shareholder's Common Shares as provided in

Section 17-6712 of the Kansas General Corporation Code, GOLD shall give SILVER

notice thereof and SILVER shall have the right to participate in all

negotiations and proceedings with respect to any such demands. GOLD shall not,

except with the prior written consent of SILVER, voluntarily make any payment

with respect to, or settle or offer to settle, any such demand for payment. If

any Dissenting Shareholder shall fail to perfect or shall have effectively

withdrawn or lost the right to dissent, the shares held by such shareholder

shall thereupon be entitled to be surrendered in exchange for the amount of cash

as provided in Section 1.1(a)(i) and 1.6.

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF GOLD

Except as set forth in the GOLD SEC Reports filed prior to February 1, 2004

and the memorandum previously delivered by GOLD to SILVER, which contains

specific disclosures corresponding to each applicable representation and

warranty set forth below ("GOLD Disclosure Memorandum"), GOLD hereby represents

and warrants to SILVER as follows:

2.1 Corporate Organization, Authorization, etc.

------------------------------------------

(a) GOLD is a corporation duly organized, validly existing and in good

standing under the Laws of the State of Kansas and has full corporate power and

authority to

<PAGE>

conduct its business as it is now being conducted and to own or lease the

properties and assets it now owns or holds under lease; is duly qualified or

licensed to do business and is in good standing in every jurisdiction where the

character of its business or the nature of its properties makes such

qualification or licensing necessary, except for such jurisdictions in which the

failure to be so qualified or licensed is not reasonably likely, individually or

in the aggregate, to have a Material Adverse Effect on GOLD. GOLD has full

corporate power and authority to enter into this Agreement, and, subject to

shareholder approval, to consummate the transactions contemplated herein. This

Agreement has been duly executed and delivered by GOLD and, is a valid and

binding agreement of GOLD enforceable against GOLD in accordance with its terms,

subject to Laws relating to bankruptcy, insolvency (including all applicable

laws relating to fraudulent transfers), reorganization, moratorium or similar

laws now or hereafter in effect relating to creditors' rights generally or to

general principles of equity (regardless of whether enforcement is considered in

a proceeding in equity or at law) and subject to the approval of the

shareholders as required by the Kansas General Corporation Code and the

approvals described in Section 2.4, the consummation by GOLD of the Merger has

been duly authorized by all necessary corporate action. GOLD is duly registered

as a bank holding company under the Bank Holding Company Act of 1956, as

amended. GOLD has heretofore delivered to SILVER true, accurate and complete

copies of the Articles of Incorporation and By-Laws of GOLD as in effect as of

the date of this Agreement.

(b) The Board of Directors of GOLD, at a meeting duly called and held

under applicable laws and its Articles of Incorporation and By-Laws ("GOLD

Approval"), has (i) approved this Agreement and the transactions contemplated

herein; (ii) subject to Sections 5.4(c) and 5.10 hereof, directed that this

Agreement and the transaction contemplated hereby be submitted for consideration

by GOLD's shareholders at a special meeting to be duly called and held as soon

as practicable; (iii) subject to Sections 5.4(c) and 5.10 hereof, determined

that this Agreement and this transaction contemplated hereby are fair to and in

the best interests of GOLD and its shareholders, and recommended that the

shareholders of GOLD adopt this Agreement. The Board of Directors of GOLD has

taken all actions so that the restrictions contained in Section 17-12,100 of the

Kansas General Corporation Code applicable to a "business combination" (as

defined in Section 17-12,101), will not apply to SAC or SILVER during the

pendency of this Agreement, including the execution, delivery or performance of

this Agreement and the consummation of the transactions contemplated herein. No

other state takeover statute, or similar statute or regulation, applies to GOLD

with respect to this Agreement or the Merger.

2.2 Authorized and Outstanding Stock. The authorized capital stock of GOLD

consists of 50,000,000 shares of common stock, par value $1.00 per share, and

50,000,000 shares of preferred stock, no par value. As of February 17, 2004,

39,840,142 shares of GOLD Common were issued and outstanding, and 4,824,575

shares of GOLD Common were held as treasury stock by GOLD, and after such date

the only additional shares issued or that will be issued were or will have been

so issued pursuant to those stock options and restricted stock awards described

in the Disclosure Memorandum described below. As of the date of this Agreement,

no shares of preferred stock of GOLD are issued and outstanding, and no

previously issued and redeemed shares are held in treasury. All of such issued

and outstanding shares of GOLD Common are validly issued, fully paid and

nonassessable. Except as set forth above, GOLD does not have outstanding any

other shares of its capital stock or any other securities or indebtedness having

the right to vote on any matters on which holders of GOLD Common may vote.

Except as set

<PAGE>

forth in the Disclosure Memorandum, GOLD does not have outstanding, and is not

bound by, any subscriptions, options, warrants, calls, commitments, Rights,

"phantom" stock rights, stock rights agreements, stock-based performance units,

Contracts or any other instrument obligating GOLD to issue or deliver any

additional shares of its capital stock or any other securities or indebtedness

having the right to vote on any matters on which holders of GOLD Common may

vote, including any right of conversion or exchange under any outstanding

security or other instrument. There are no outstanding stock appreciation rights

or other Rights that are in any way linked to the price of any capital stock of

GOLD. There are not any outstanding contractual obligations of GOLD to

repurchase, redeem or otherwise acquire any shares of GOLD Common Stock. The

holders of the capital stock of GOLD have no preemptive rights. As of February

17, 2004, there were outstanding and unexercised options to purchase a total of

1,196,142 shares of GOLD Common. The Disclosure Memorandum lists the name of

each optionee holding such outstanding and unexercised options and includes with

respect to each optionee: (a) the number of options granted; (b) the number of

such options which are vested and unvested as of February 11, 2004; (c) the

exercise price; (d) identification of the plan, agreement or other document

under which such options were issued to the optionee or by which they are

governed; and (e) the number of options of the optionee that are qualified and

non-qualified pursuant to the Code.

2.3 Subsidiaries, Affiliates, etc. The Disclosure Memorandum sets forth, as

of the date thereof, a true and complete list of GOLD's Subsidiaries. GOLD owns,

either directly or indirectly through a wholly-owned Subsidiary, 100% of the

issued and outstanding capital stock of each Subsidiary, including without

limitation, Gold Bank, a duly organized and validly existing Kansas state bank,

Gold Bank, a duly organized and validly existing Oklahoma state bank, and Gold

Bank, a duly organized and validly existing Florida state bank (hereinafter

referred to individually as a "Bank Subsidiary" and collectively as the "Bank

Subsidiaries"). Neither GOLD nor any Subsidiary owns any material amount of any

shares of stock of any corporation or material amount of any equity interest in

a partnership, joint venture or other business entity, and neither GOLD nor any

of the Subsidiaries controls any other corporation, partnership, joint venture

or other business entity by means of a management contract. Each of the

Subsidiaries is duly organized, validly existing and in good standing under the

Laws of the jurisdiction set forth opposite its name in the Disclosure

Memorandum. Each Subsidiary has full corporate power and authority to carry on

its business as it is now being conducted and to own or lease the property and

assets it now owns or holds under lease; and is duly qualified or licensed to do

business and is in good standing in every other state of the United States where

the character of its business or the nature of its properties make such

qualification or licensing necessary except for such jurisdictions in which the

failure to be so qualified or licensed is not reasonably likely, individually or

in the aggregate, to have a Material Adverse Effect on GOLD and its

Subsidiaries, taken as a whole. None of the Subsidiaries has outstanding, or is

bound by, any subscriptions, options, warrants, calls, commitments, Rights,

"phantom" stock rights, stock-based performance units or Contracts or any other

instrument obligating GOLD or any of its Subsidiaries to issue or deliver any

shares of its capital stock or any other securities or indebtedness having the

right to vote on any matters on which holders of Subsidiaries common stock may

vote, including any right of conversion or exchange under any outstanding

security or other instrument and Subsidiaries are not obligated to issue any

shares of their capital stock for any purpose. There are no outstanding stock

appreciation rights or other Rights that are in any way linked to the price of

any capital stock of Subsidiaries. There are not any outstanding contractual

obligations of a Subsidiary to repurchase, redeem or otherwise acquire any

shares of

<PAGE>

its capital stock. All shares of the Subsidiaries which are owned by GOLD or one

of the Subsidiaries are free and clear of all Liens, claims and encumbrances of

whatever nature and all such shares are validly issued and fully paid.

Subsidiaries do not have outstanding any other shares of their capital stock, or

any other securities or indebtedness having the right to vote on any matters on

which a holder of Subsidiary common stock may vote. There are no unsatisfied

preemptive rights in respect to the capital stock of any of the Subsidiaries.

Each of GBCI Capital Trust, GBCI Capital Trust II and ABI Capital Trust has

fewer than 300 record owners of preferred securities. The deposit accounts of

each of the Bank Subsidiaries are insured by the Federal Deposit Insurance

Corporation through the Bank Insurance Fund to the fullest extent permitted by

law (some of the deposit accounts of Gold Bank, a Kansas state chartered bank,

are insured by the Savings Association Fund), and all premiums and assessments

required to be paid in connection therewith have been paid when due. GOLD has

previously made available to SILVER true, accurate and complete copies of the

currently effective Articles of Incorporation and By-Laws, or equivalent

organizational documents, of each of the Subsidiaries.

2.4 Consents, Approvals, Filings, etc., of Governmental Authorities. Except

for (i) approval of the Board of Governors of the Federal Reserve System (the

"Federal Reserve"), the Office of Thrift Supervision (the "OTS"), and the Kansas

State Bank Commissioners; (ii) notice to the Federal Deposit Insurance

Corporation (the "FDIC") and the Oklahoma and Florida State Bank Commissioners;

(iii) any required filing with Kansas Insurance Department; (iv) any required

filing or notification with the Department of Justice and/or Federal Trade

Commission pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976,

as amended; (iv) with respect to Gold Financial Services, Inc. or any of its

subsidiaries, any required filings or approvals under the Investment Company Act

of 1940, as amended, or the Investment Advisers Act of 1940, as amended (the

"Advisors Act"), (v) any required filings or approvals with respect to the

change in control of GOLD's trust company Subsidiary and its broker-dealer

subsidiary; (vi) filings and consents required with respect to SILVER's

assumption of liability for GOLD's outstanding trust preferred securities and

the delisting of such trust preferred securities from the Nasdaq, (vii) filing a

proxy statement with the SEC in accordance with the Exchange Act and the

regulations promulgated thereunder; and (viii) filing and recordation of

appropriate merger documents as required by Kansas General Corporation Code and

the Delaware General Corporation Law, the Florida Business Corporation Act and

the Oklahoma General Corporation Act, no consents or approvals of or filings or

registrations with any Governmental Authority of the United States, of any state

thereof or with any third party are necessary in connection with the execution

and delivery by GOLD of this Agreement or the consummation by GOLD of the

transactions contemplated herein, other than any such consent, approval, filings

or registrations which if not obtained or made, would not be reasonably likely

to have a Material Adverse Effect on GOLD and its Subsidiaries, taken as a

whole.

2.5 SEC Filings and Financial Statements.

------------------------------------

(a) GOLD has filed and made available to SILVER a true and complete

copy of each report, schedule, registration statement and definitive proxy

statement filed by GOLD with the SEC since January 1, 1999 (the "GOLD SEC

Reports"), which are all the reports that GOLD was required to file with the SEC

since such date. As of their respective dates (or if amended or superseded by a

filing after such date, then on the date of such subsequent filing), each of the

GOLD SEC Reports complied in all material respects with the requirements of the

<PAGE>

Securities Act or the Exchange Act, as the case may be, and the rules and

regulations of the SEC thereunder applicable to such GOLD SEC Report, and, to

the extent not included in the Securities Act or the Exchange Act, the

Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and none of the GOLD SEC

Reports contained any untrue statement of a material fact or omitted to state a

material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they were made, not

misleading (except any statements or omissions therein which were amended,

corrected or otherwise disclosed or updated in a subsequent GOLD SEC Report).

Each of the "principal executive officer" of GOLD and the "principal financial

officer" of GOLD (in each case, as defined by the Sarbanes-Oxley Act), or a

predecessor thereto, has made all certifications required by Sections 302 and

906 of the Sarbanes-Oxley Act, and the rules and regulations of the SEC

promulgated thereunder, with respect to GOLD SEC Reports requiring such

certifications.

(b) The audited financial statements and the unaudited financial

statements of GOLD (including in each case, the notes thereto) contained in GOLD

SEC Reports filed on Form 10-K or Form 10-Q, including GOLD SEC Reports filed

subsequent to the date hereof on such forms, (i) are or will be prepared in

accordance with GAAP (except as may be indicated in the notes to such financial

statements or, in the case of unaudited financial statements, as permitted by

Form 10-Q and by Rule 10-01 of Regulation S-X promulgated by the SEC), and (ii)

present or will present fairly the consolidated financial position of GOLD and

its Subsidiaries as of their respective dates, and the consolidated results of

operations and cash flows for the periods indicated (except that the unaudited

interim financial statements were or are subject to normal and recurring

year-end adjustments, and except for the absence of certain footnote information

in the unaudited statements).

ity or obligation of a type which would be required to be included in a balance

sheet prepared in accordance with GAAP, whether accrued or contingent, due or

not yet due, liquidated or unliquidated, or otherwise, (i) except and to the

extent disclosed or reflected in the financial statements included in the GOLD

SEC Reports, or (ii) except for liabilities and obligations incurred in the

ordinary course of business since the date of the last financial statements

included in the GOLD SEC Reports, which individually and in the aggregate are

not reasonably likely to result in a Material Adverse Effect on GOLD and its

Subsidiaries, taken as a whole.

2.6 Absence of Undisclosed Liabilities.

----------------------------------

(a) There are no liabilities of GOLD or any of the Subsidiaries of

any nature, whether accrued, absolute, contingent, or otherwise, whether due or

to become due, that are reasonably likely to have a Material Adverse Effect on

GOLD and its Subsidiaries, taken as a whole, except for liabilities incurred

since December 31, 2003 (the "Balance Sheet Date") in the ordinary course of

business.

(b) Neither GOLD nor its Subsidiaries is a party to a pending action

which is reasonably likely to result in a Material Adverse Effect on GOLD and

its Subsidiaries, taken as a whole.

<PAGE>

2.7 Absence of Changes. Since the Balance Sheet Date, there has been no

change in the business, results of operations, financial condition or

liabilities (accrued, absolute, contingent or otherwise), or other occurrence or

events with respect to GOLD or the Subsidiaries, that has had or is reasonably

likely to have a Material Adverse Effect on GOLD and its Subsidiaries, taken as

a whole. Since the Balance Sheet Date, there has been no event or occurrence

with respect to GOLD or the Subsidiaries described in Section 4.2 hereof (as if

the restrictions in such section commenced on the Balance Sheet Date but subject

to the exceptions set forth in Article IV).

2.8 Proxy Statement, etc. GOLD's definitive proxy statement with respect

to the Merger (the "Proxy Statement"), on the date it is mailed to GOLD's

shareholders, will comply as to form with requirements of the Exchange Act and

will not contain any untrue statement of a material fact or omit to state any

material fact required to be stated therein or necessary in order to make the

statements therein, in light of the circumstances under which they are made, not

misleading; provided, however, that no representation or warranty is made by

GOLD with respect to any information which is furnished to GOLD by SILVER in

writing for the specific purpose of inclusion in the Proxy Statement.

2.9 No Violation. Neither the execution, delivery and performance of this

Agreement by GOLD, nor the consummation by GOLD of the transactions contemplated

hereby will (i) conflict with or result in a breach of any provision of the

respective Articles of Incorporation or bylaws (or similar governing documents)

of GOLD or any Subsidiary; (ii) result in a violation or breach of or constitute

(with or without due notice or lapse of time or both) a default (or give rise to

any right of termination, amendment, cancellation or acceleration or Lien) under

any of the terms, conditions or provisions of any Contract to which GOLD or any

Subsidiary is a party or by which any of them or their respective properties or

assets are bound; (iii) violate any order, writ, injunction, decree to which

GOLD or a Subsidiary is subject, or any law, statute, rule or regulation

applicable to GOLD or any Subsidiary or any of their respective properties or

assets except, in the case of the foregoing clauses (ii) and (iii), for

violations, breaches or defaults that would not, either individually or in the

aggregate, be reasonably likely to result in a Material Adverse Effect on GOLD

and its Subsidiaries, taken as a whole.

2.10 Brokerage/Fairness Opinion. Except for fees payable to GOLD Advisor

(as set forth in the Advisor Letter), neither GOLD nor any of its officers or

directors has employed any broker or finder or incurred any liability for any

broker's fees, commissions or finder's fees in connection with any of the

transactions contemplated by this Agreement. A copy of the letter agreement

between GOLD Advisor and GOLD (the "Advisor Letter"), has been previously

delivered by GOLD to SILVER. Prior to the execution of this Agreement, GOLD has

received an opinion from Sandler O'Neill & Partners, L.P. (the "GOLD Advisor"),

dated the date of this Agreement, to the effect that, as of such date the

consideration to be received by the stockholders of GOLD in the Merger, is fair

to such stockholders from a financial point of view. Such opinion has not been

amended or rescinded as of the date of this Agreement.

2.11 Tax Matters.

-----------

(a) As of the date of this Agreement, GOLD and the Subsidiaries

have properly filed all federal, state, local and foreign Tax Returns required

to be filed ("Returns"),

<PAGE>

and all Taxes shown by such returns to be due and payable have been paid or are

or will be reflected as a Liability on the December 31, 2003 Balance Sheet.

GOLD's federal income tax Returns have been filed with the Internal Revenue

Service (the "IRS") through its fiscal year 2002, and all of state, local and

foreign tax authorities have been paid or such taxes have been reserved for in

the December 31, 2003 Balance Sheet, and, at the date hereof, GOLD has not given

or received an outstanding request to give any waiver of any statute of

limitations relating to the payment of federal, state, local or foreign Taxes.

The reserves for Taxes specifically reflected on the December 31, 2003 Balance

Sheet are adequate to cover all federal, state, local and foreign Tax

liabilities payable by GOLD and the Subsidiaries for the period prior to the

date of such balance sheet. GOLD has previously delivered to SILVER copies of

the federal income tax returns of GOLD and the Subsidiaries for each of the

periods ended December 31, 2001 and 2002.

(b) GOLD and the Subsidiaries as of the Effective Time will have with-

held with respect to their employees all federal, state and local income taxes,

and other Taxes required to be withheld, except such Taxes which would not have

a Material Adverse Effect on GOLD and the Subsidiaries, taken as a whole.

the Subsidiaries by any Tax authority is presently in progress, nor has GOLD

been notified of any such audit or other examination.

(d) No adjustment relating to any Returns filed by GOLD or any

of the Subsidiaries has been proposed in writing formally, or to the Knowledge

of GOLD informally, by any Tax authority to GOLD or any representative thereof.

(e) There is no contract, agreement, plan or arrangement to which GOLD

or any of the Subsidiaries is a party as of the date of this Agreement,

including but not limited to the provisions of this Agreement, covering any

employee or former employee of GOLD or any of the Subsidiaries that,

individually or collectively, would reasonably be expected to give rise to the

payment of any amount that would not be deductible pursuant to Sections 280G,

404 or 162(m) of the Code. There is no contract, agreement, plan or arrangement

to which GOLD or any of the Subsidiaries is a party or by which it is bound to

compensate any individual for excise taxes paid pursuant to Section 4999 of the

Code.

(f) Neither GOLD nor any of the Subsidiaries has filed any consent

agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2)

of the Code apply to any disposition of a subsection (f) asset (as defined in

Section 341(f)(4) of the Code) owned by GOLD or any of the Subsidiaries.

(g) Neither GOLD nor any of the Subsidiaries (i) is a party to any

Tax sharing or Tax allocation agreement, arrangement or understanding (excepting

one another), (ii) is liable for the Taxes of any other person (excepting one

another) under Treasury Regulation 1.1502-6 (or any similar provision of state,

local or foreign law), as a transferee or successor, by contract or otherwise,

and (iii) is a party to any joint venture, partnership or other arrangement that

could be treated as a partnership for income Tax purposes. There are no Claims

pending, or to the Knowledge of GOLD, threatened against GOLD or any of its

Subsidiaries alleging liability for

<PAGE>

any unpaid or delinquent Tax due under any consolidated federal income Tax

Return of any affiliated group of which GOLD or any Subsidiary was previously a

member.

(h) Neither GOLD nor any of the Subsidiaries has constituted

either a "distributing corporation" or a "controlled corporation" in a

distribution of stock qualifying for tax-free treatment under Section 355 of the

Code (i) in the two years prior to the date of the Agreement or (ii) in a

distribution which could otherwise constitute part of a "plan" or "series of

related transactions" (within the meaning of Section 355(e) of the Code) in

conjunction with the Merger.

(i) None of GOLD's or the Subsidiaries' assets are tax exempt use

property within the meaning of Section 168(h) of the Code.

(j) Each of Gold RE Holdings I, LLC and Gold RE Holdings III, LLC

was formed for valid business purposes, has since its organization, and

presently meets the requirements of qualification as a Real Estate Investment

Trust under Section 856 of the Code.

2.12 Employee Benefit Plans.

----------------------

(a) All employee compensation, incentive, fringe or benefit plans,

programs, policies, commitments, agreements or other arrangements including

golden parachute agreements (whether or not set forth in a written document and

including, without limitation, all "employee benefit plans" within the meaning

of Section 3(3) of the Employee Retirement Income Security Act of 1974, as

amended ("ERISA")) covering any active or former employee, director or

consultant of GOLD ("GOLD Employee" which shall for this purpose mean an

employee of GOLD or an ERISA Affiliate (as defined below)), any subsidiary of

GOLD or any trade or business (whether or not incorporated) which is a member of

a controlled group or which is under common control with GOLD within the meaning

of Section 414 of the Code (an "ERISA Affiliate"), or with respect to which GOLD

has or, to its Knowledge, may in the future have Liability, are listed in

Disclosure Memorandum (the "GOLD Plans"). GOLD has provided or will make

available to SILVER: (i) correct and complete copies of all documents embodying

each GOLD Plan including (without limitation) all amendments thereto, all

related trust documents, and all material written agreements and contracts

relating to each such GOLD Plan; (ii) the most recent annual reports (Form

Series 5500 and all schedules and financial statements attached thereto), if

any, required under ERISA or the Internal Revenue Code in connection with each

GOLD Plan; (iii) the most recent summary plan description together with the

summary(ies) of material modifications thereto, if any, required under ERISA

with respect to each GOLD Plan; (iv) all IRS determination, opinion,

notification and advisory letters; (v) all material correspondence to or from

any governmental agency relating to any GOLD Plan; (vi) all forms and related

notices required under the Consolidated Omnibus Budget Reconciliation Act of

1985, as amended ("COBRA"); (vii) the most recent discrimination tests for each

GOLD Plan; (viii) the most recent actuarial valuations, if any, prepared for

each GOLD Plan; (ix) if the GOLD Plan is funded, the most recent annual periodic

accounting of the GOLD Plan assets; and (x) all communication to GOLD Employees

relating to any GOLD Plan and any proposed GOLD Plan, in each case, relating to

any amendments, terminations, establishments, increases or decreases in

benefits, acceleration of payments or vesting schedules, or other events which

<PAGE>

would result in any material liability to GOLD and its Subsidiaries, taken as a

whole, or any ERISA Affiliate.

(b) Each GOLD Plan has been maintained and administered in all material

respects in compliance with its terms and with the requirements prescribed by

any and all Laws (foreign or domestic), including but not limited to ERISA and

the Code, which are applicable to such GOLD Plans and all Returns that are

required to be filed have been filed. No Litigation (excluding claims for

benefits incurred in the ordinary course of GOLD Plan activities) has been

brought, or to the Knowledge of GOLD, is threatened against or with respect to

any such GOLD Plan. There are no audits, inquiries or proceedings pending or, to

the Knowledge of GOLD, threatened by the IRS or Department of Labor (the "DOL")

with respect to any GOLD Plans. All contributions, reserves or premium payments

required to be made or accrued as of the date hereof to the GOLD Plans have been

timely made or accrued. Any GOLD Plan intended to be qualified under Section

401(a) of the Code and each trust intended to qualify under Section 501(a) of

the Internal Revenue Code (i) has either obtained a favorable determination,

notification, advisory and/or opinion letter, as applicable, as to its qualified

status from the IRS or still has a remaining period of time under applicable

Treasury Regulations or IRS pronouncements in which to apply for such letter and

to make any amendments necessary to obtain a favorable determination, and (ii)

incorporates or has been amended to incorporate all provisions required to

comply with the Tax Reform Act of 1986 and subsequent legislation. No condition

or circumstance exists giving rise to a material likelihood that any such GOLD

Plan would not be treated as qualified by the IRS. GOLD does not have any plan

or commitment to establish any new GOLD Plan, to modify any GOLD Plan (except to

the extent required by law or to conform any such GOLD Plan to the requirements

of any applicable Law, in each case as previously disclosed to SILVER in

writing, or as required by the terms of any GOLD Plan or this Agreement), or to

enter into any new GOLD Plan. Each GOLD Plan can be amended, terminated or

otherwise discontinued after the Effective Time in accordance with its terms,

without liability to SILVER, GOLD or any of its ERISA Affiliates (other than

ordinary administration expenses).

Affiliates has at any time ever maintained, established, sponsored, participated

in, or contributed to any plan subject to Title IV of ERISA or Section 412 of

the Code and at no time has GOLD contributed to or been requested to contribute

to any "multiemployer plan," as such term is defined in ERISA. Neither GOLD, any

of its Subsidiaries, nor any officer or director of GOLD or any of its

Subsidiaries is subject to any material Liability or penalty under Section 4975

through 4980B of the Code or Title I of ERISA. No "prohibited transaction,"

within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA,

and not otherwise exempt under Section 4975 of the Code and Section 408 of

ERISA, has occurred with respect to any GOLD Plan which could subject GOLD or

its ERISA Affiliates to material Liability.

(d) None of the GOLD Plans promises or provides retiree medical or

other retiree welfare benefits to any person except as required by applicable

law, and neither GOLD nor any of the Subsidiaries has represented, promised or

contracted to provide such retiree benefits to any GOLD Employee, former

employee, director, consultant or other person, except to the extent required by

statute.

<PAGE>

(e) Except as would not have a Material Adverse Effect on GOLD

and its Subsidiaries, taken as a whole, GOLD is in compliance in all material

respects with all applicable material foreign, federal, state and local Laws,

respecting employment, employment practices, terms and conditions of employment

and wages and hours.

(f) Neither the execution and delivery of this Agreement nor the con-

summation of the transactions contemplated hereby either alone or in connection

with any other event will (i) result in any payment (including severance,

unemployment compensation, golden parachute, bonus or otherwise) becoming due to

any stockholder, director or GOLD Employee or any of the Subsidiaries under any

GOLD Plan or otherwise; (ii) materially increase any benefits otherwise payable

under any GOLD Plan, or (iii) result in the acceleration of the time of payment

or vesting of any such benefits.

2.13 Real and Personal Property.

--------------------------

(a) GOLD or one of its Subsidiaries has good and marketable title to

all real property and owns all personal property (i) reflected on the December

31, 2003 Balance Sheet as being owned by GOLD or its Subsidiaries, (ii)

thereafter acquired by GOLD or any of its Subsidiaries or (iii) owned by GOLD or

any of its Subsidiaries at December 31, 2003 but which assets have been written

down to zero (except in each case for assets disposed of by GOLD or its

Subsidiaries in the ordinary course of business since December 31, 2003), in

each case free and clear of any Liens, except as reflected on the December 31,

2003 Balance Sheet, and except for (i) Liens for current Taxes and assessments

not yet due and payable or which can be paid hereafter without penalty, (ii)

inchoate mechanic and materialmen's Liens for construction in progress, (iii)

workmen's, repairmen's, warehousemen's, and carrier's and other similar Liens

arising in the ordinary course of business, (iv) with respect to the Bank

Subsidiaries, pledges to secure deposits and other Liens incurred in the

ordinary course of their banking business, and (v) such imperfections or

irregularities of title or Liens as do not materially interfere with the present

or proposed use of such assets or property which are subject thereto, or

materially impair the business and operations relating to real property of GOLD

and its Subsidiaries, taken as a whole; provided, however, that this

representation and warranty shall not extend to those assets of GOLD and its

Subsidiaries which in the aggregate are not material to the business, results of

operations, prospects or financial condition of GOLD and its Subsidiaries, taken

as a whole. The Disclosure Memorandum contains a complete list of all real

property owned by GOLD or any of its Subsidiaries (other than OREO properties

acquired and held by the Bank in the ordinary course of business).

(b) Since December 31, 2003, neither GOLD nor any of its Subsidiaries

has entered into any agreement or commitment to sell any property, real or

personal, or any other assets of GOLD or any of its Subsidiaries other than in

the ordinary course of business, nor has GOLD nor any of its Subsidiaries made

any commitment or taken or failed to take any action which would cause any Lien

to attach to any property, other than such Liens which are not reasonably likely

to have a Material Adverse Effect on GOLD and its Subsidiaries, taken as a

whole.

ies which are material to the business, results of operations, prospects or

financial condition of GOLD and

<PAGE>

its Subsidiaries, taken as a whole, have been well maintained and are in good

operating condition and repair, in all material respects, except for ordinary

wear and tear.

2.14 Leases.

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(a) The Disclosure Memorandum hereof contains a list of all real

property leases (the "Real Property Leases") to which GOLD or any of its

Subsidiaries is a party, either as lessor or lessee (the facilities subject to

such Real Property Leases being referred to as the "Leased Facilities"). Each of

the Real Property Leases is in full force and effect and neither GOLD nor any of

its Subsidiaries nor, to GOLD's knowledge, any other party thereto has committed

any Default thereunder, except for any Default, that individually or in the

aggregate, is not reasonably likely to result in a Material Adverse Effect on

GOLD and its Subsidiaries, taken as a whole. No Consent is necessary under the

terms of any Real Property Lease in connection with the Merger and the

transactions contemplated by this Agreement except for any Consent, which if not

obtained, would not reasonably be expected to result in a Material Adverse

Effect upon GOLD and its Subsidiaries, taken as a whole.

(b) The Disclosure Memorandum contains a list of all Leases with

respect to personal property involving aggregate future payments of $100,000 or

more (the "Personal Property Leases") to which GOLD or any of its Subsidiaries

is a party, either as lessor or lessee (the personal property subject to such

Personal Property Leases being referred to as the "Leased Personal Property").

Each of the Personal Property Leases is in full force and effect and neither

GOLD nor any of its Subsidiaries nor, to GOLD's knowledge, any other party

thereto has committed any material Default thereunder, except for any Default,

that individually or in the aggregate, is not reasonably likely to result in a

Material Adverse Effect on GOLD and its Subsidiaries, taken as a whole. No

Consent is necessary under the terms of any Personal Property Lease in

connection with the Merger and the transactions contemplated by this Agreement

except for any Consent, which if not obtained, would not reasonably be expected

to result in a Material Adverse Effect upon GOLD and its Subsidiaries, taken as

a whole.

2.15 Intellectual Property.

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(a) The Disclosure Memorandum lists all Intellectual Property that is

owned by, and all licenses of Intellectual Property to, GOLD or its

Subsidiaries. Each license of Intellectual Property is in full force and effect

and neither GOLD nor any of its Subsidiaries, nor to GOLD's knowledge, any other

party thereto, has committed a Default thereunder, except when any such Default

would not reasonably be expected to have a Material Adverse Effect upon GOLD or

its Subsidiaries, taken as a whole.

(b) To the knowledge of GOLD, (i) neither GOLD nor any of its Subsid-

iaries have infringed the Intellectual Property rights of any Person, (ii) none

of the Intellectual Property used in the business of GOLD or its Subsidiaries

infringes the Intellectual Property rights of any Person, and (iii) neither GOLD

nor any of its Subsidiaries has received any notice of any claim of

infringement, except when any infringement, or claim of infringement, would not

reasonably be expected to have a Material Adverse Effect on GOLD and its

Subsidiaries, taken as a whole.

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erty listed in the Disclosure Memorandum, neither GOLD nor any Subsidiary is

obligated to pay any royalties or license fees to any Party for Intellectual

Property.

2.16 Certain Contracts, Agreements, Licenses. Except for those agreements

set forth in the Disclosure Memorandum pursuant to Sections 2.13, 2.14 or 2.15,

neither GOLD nor any Subsidiary is a party to any agreement which (i) involves

or may involve aggregate future payments (whether in payment of debt, as a

result of a guarantee or indemnification, for goods or services, royalties or

otherwise) by any of them of $100,000 or more, other than Contracts which may be

canceled on thirty (30) days notice or less without the payment of any penalty

or other termination fee or agreements incurred by any Bank Subsidiary in the

ordinary course and consistent with past practices of its banking business; (ii)

is a franchise agreement of GOLD or any Subsidiary; or (iii) restricts (a) the

geographical area in which GOLD or any of the Subsidiaries is permitted to

operate or (b) GOLD or any of the Subsidiaries from engaging in any line of

business within the financial services industry.

2.17 Governmental Authorization. GOLD and each Subsidiary has all Permits

that are or will be legally required to enable GOLD and each Subsidiary to

conduct its business in all materia

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