BRANCH PURCHASE AND ASSUMPTION AGREEMENT

Assumption Agreement

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Title: BRANCH PURCHASE AND ASSUMPTION AGREEMENT
Governing Law: Oklahoma Date: 1/18/2005
Industry: Regional Banks Law Firm: Stinson Morrison Hecker LLP; 803457 APC Sector: Financial

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BRANCH PURCHASE AND ASSUMPTION AGREEMENT

between

GOLD BANK

and

OLNEY BANCSHARES OF TEXAS, INC.

OKLAHOMA CITY, EL RENO, KINGFISHER, HENNESSEY AND ENID BRANCHES

January 12, 2005

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TABLE OF CONTENTS

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Page

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ARTICLE I PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF

LIABILITIES...................................................1

Section 1.01 Purchase of Assets............................................1

Section 1.02 Assumption of Liabilities.....................................4

Section 1.03 Names and Marks...............................................4

ARTICLE II CLOSING, CALCULATION OF PURCHASE PRICE AND CLOSING

DELIVERIES....................................................5

Section 2.01 The Closing...................................................5

Section 2.02 The Closing Date..............................................5

Section 2.03 Retirement Accounts...........................................5

Section 2.04 Calculation and Payment of Purchase Price.....................5

Section 2.05 Allocation of Purchase Price..................................7

Section 2.06 Prorations....................................................7

Section 2.07 Closing Deliveries............................................7

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER......................9

Section 3.01 Organization..................................................9

Section 3.02 Authorization.................................................9

Section 3.03 Non-Contravention............................................10

Section 3.04 Compliance with Law..........................................10

Section 3.05 Regulatory Enforcement Actions...............................10

Section 3.06 Litigation...................................................10

Section 3.07 Title to Real Property and Other Assets......................10

Section 3.08 Loans, Deposits and Book Values..............................10

Section 3.09 Brokerage11..................................................11

Section 3.10 Statements True and Correct..................................11

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER......................11

Section 4.01 Organization.................................................11

Section 4.02 Authorization................................................11

Section 4.03 Non-Contravention............................................11

Section 4.04 Consents to Transaction......................................11

Section 4.05 Litigation...................................................12

Section 4.06 Financial Information........................................12

Section 4.07 Compliance with Capital Adequacy and Debt Guidelines.........12

Section 4.08 Community Reinvestment Act...................................12

Section 4.09 Brokerage....................................................12

Section 4.10 Statements True and Correct..................................13

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ARTICLE V AGREEMENTS OF THE SELLER.....................................13

Section 5.01. Business in Ordinary Course..................................13

Section 5.02. Breaches.....................................................13

Section 5.03. Consents to Assumed Contracts................................13

Section 5.04. Title Commitment.............................................14

Section 5.05. Consummation of Agreement....................................14

Section 5.06. Access to Information........................................14

Section 5.07. Loan Participations..........................................14

ARTICLE VI AGREEMENTS OF THE BUYER......................................15

Section 6.01. Regulatory Approvals.........................................15

Section 6.02. Breaches.....................................................15

Section 6.03. Consummation of Agreement....................................15

Section 6.04. Access to Information........................................15

ARTICLE VII CONDITIONS PRECEDENT TO THE BRANCH PURCHASE AND ASSUMPTION...16

Section 7.01. Conditions to Seller's Obligations...........................16

Section 7.02. Conditions to Buyer's Obligations............................16

ARTICLE VIII TERMINATION OR ABANDONMENT...................................17

Section 8.01. Mutual Agreement.............................................17

Section 8.02. Breach of Representations or Agreements......................17

Section 8.03. Failure of Conditions........................................17

Section 8.04. Approval Denial..............................................17

Section 8.05. Automatic Termination........................................18

ARTICLE IX TRANSITIONAL AND POST-CLOSING MATTERS........................18

Section 9.01. Notification to Branch Office Customers......................18

Section 9.02. Payment of Instruments.......................................19

Section 9.03. Statements...................................................19

Section 9.04. Limited Correspondent........................................19

Section 9.05. Uncollected Items............................................19

Section 9.06. ACH..........................................................19

Section 9.07. Loans and Deposits...........................................20

Section 9.08. Credit Life Insurance........................................20

Section 9.09. Non-Solicitation.............................................20

Section 9.10. Maintenance of Records.......................................20

Section 9.11. Information Reporting........................................21

Section 9.12. Transition...................................................21

Section 9.13. Overdrafts...................................................21

Section 9.14. Banking Market...............................................21

ARTICLE X INDEMNIFICATION..............................................22

Section 10.01.Indemnification of Buyer.....................................22

Section 10.02.Indemnification of Seller....................................22

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Section 10.03.Indemnification Limits.......................................23

Section 10.04.Indemnification Procedures...................................23

ARTICLE XI GENERAL......................................................24

Section 11.01.Confidential Information.....................................24

Section 11.02.Publicity....................................................24

Section 11.03.Return of Documents..........................................24

Section 11.04.Notices......................................................24

Section 11.05.Expenses.....................................................25

Section 11.06.Liabilities..................................................26

Section 11.07.Nonsurvival of Representations, Warranties and Agreements....26

Section 11.08.Entire Agreement.............................................26

Section 11.09.Headings and Captions........................................26

Section 11.10.Waiver, Amendment or Modification............................26

Section 11.11.Rules of Construction........................................26

Section 11.12.Counterparts.................................................26

Section 11.13.Successors and Assigns.......................................26

Section 11.14.Governing Law; Assignment....................................27

Section 11.15.Permitted Exceptions.........................................27

Section 11.16.Time of Essence..............................................27

Schedule 1.01(c)(i) - ATM Facilities

Schedule 1.01(c)(ii) - Certain Excluded Personal Property

Schedule 1.01(d)(iii) - Excluded Loans

Schedule 101(d)(vi) - Other Retained Loans

Schedule 4.06 - Description of Financing

Exhibit A - Form of Assignment and Assumption of Deposit Liabilities Agreement

Exhibit B - Form of Assignment and Assumption of Contracts Agreement

Exhibit C - Form of Bill of Sale Exhibit D - Form of Assignment, Transfer and

Appointment of Successor Trustee for IRA Accounts

Exhibit E - Form of Limited Power of Attorney

iii

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BRANCH PURCHASE AND ASSUMPTION AGREEMENT

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THIS BRANCH PURCHASE AND ASSUMPTION AGREEMENT (this "Agreement") is made

and executed as of January 12, 2005, by and between Gold Bank, a Kansas banking

corporation with its main office located in Leawood, Kansas ("Seller") and Olney

Bancshares of Texas, Inc., a Texas corporation ("Buyer") (as used herein, unless

the context clearly indicates otherwise, the term "Buyer" shall include any

wholly-owned existing, or newly acquired or chartered, subsidiary bank to which

Olney Bancshares of Texas, Inc. may assign its rights under this Agreement).

RECITALS

A. Seller operates branch banking offices located at (i) 101 North Rock

Island, El Reno, Oklahoma and 2409 Country Club Road, El Reno, Oklahoma

(collectively, the "El Reno Branches"); (ii) 510 North Commerce, Enid, Oklahoma

(the "Enid Branch"); (iii) 101 North Main Street, Hennessey, Oklahoma (the

"Hennessey Branch"); (iv) 1209 South Main, Kingfisher, Oklahoma and 320 North

Main Street, Kingfisher, Oklahoma (collectively, the "Kingfisher Branches"); and

(v) 10900 Hefner Pointe Drive, Oklahoma City, Oklahoma (the "Oklahoma City

Branch") (all together, the "Branch Offices").

B. Seller desires to sell and Buyer desires to acquire the Branch Offices,

and, in that regard, Seller desires to sell and Buyer desires to purchase and

acquire certain assets related thereto located at the Branch Offices.

C. Seller desires to transfer and Buyer desires to assume certain deposit

accounts maintained at or for the Branch Offices and certain other liabilities

pertaining to the continuing operations thereof.

AGREEMENT

ACCORDINGLY, in consideration of the premises and the mutual covenants and

agreements set forth in this Agreement, the parties agree as follows:

ARTICLE I

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PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES

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Section 1.01. Purchase of Assets. Upon the terms and subject to the

conditions and representations set forth herein, Seller shall sell, convey,

assign and transfer to Buyer, and Buyer shall purchase and accept from Seller,

all right, title and interest of Seller in and to the following assets

(collectively, the "Assets") as of the close of business on the Closing Date (as

defined in Section 2.02 below):

(a) Books and Records. All books, records and files directly

relating to the Assets and the Assumed Liabilities (as defined in Section 1.02

below) being transferred to Buyer hereunder (collectively, the "Records").

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(b) Real Property. All of Seller's interest in the real estate located

at (i) 101 North Rock Island, El Reno, Oklahoma; (ii) 2409 Country Club Road, El

Reno, Oklahoma; (iii) 510 North Commerce, Enid, Oklahoma; (iv) 101 North Main

Street, Hennessey, Oklahoma; (v) 1209 South Main, Kingfisher, Oklahoma; (vi) 320

North Main Street, Kingfisher, Oklahoma; and (vii) 10900 Hefner Pointe Drive,

Oklahoma City, Oklahoma, upon which the Branch Offices are operated, including

the buildings and other improvements thereto (collectively, the "Real

Property").

improvements and other items of tangible personal property located at the Branch

Offices as of the close of business on the Closing Date, together with sign

structures, all personal property used in connection with the safe deposit box

business being transferred to Buyer hereunder (exclusive of the contents of

leased safe deposit boxes), and the automatic teller machine facilities

described in Schedule 1.01(c)(i) hereto (the "ATMs") (collectively, the

"Personal Property"); provided, however, that the personal property shall not

include (i) certain equipment related to the centralized data processing center

maintained at the branch located at 320 N. Main, Kingfisher as set forth on

Schedule 1.01(c)(ii) hereto and (ii) any additional equipment which Buyer and

Seller mutually agree in writing prior to the Closing Date to exclude. If, prior

to the Closing Date, any item of Personal Property is stolen, destroyed or

otherwise lost, such item shall be excluded from the sale contemplated hereby,

and the term "Personal Property" as used herein shall exclude any such item(s).

If, prior to the Closing Date, any item of Personal Property is damaged by fire

or other casualty, such item(s), if reasonably repairable, shall be sold to

Buyer (in accordance with the provisions hereof) and the insurance proceeds

relating to such item shall be assigned to Buyer, it being understood that if

any such item is not reasonably repairable, it shall be excluded from the sale

contemplated hereby.

(d) Loans. All loans of Seller attributable to the Branch Offices (the

"Loans"); provided, that Loans:

(i) shall not include any loan that is repaid in full as to

principal and interest prior to the Closing Date;

(ii) shall include all Loans attributable to the Branch Offices,

whether or not funded, carried on the books of the

Branch Offices, together with all of Seller's right,

title and interest in any collateral securing such

loans; and shall include Loans originated both before

and after the date of this Agreement, provided Buyer has

had an opportunity to review, after the date of this

Agreement and prior to the Closing, any Loans in excess

of $100,000 which (A) were originated by the Branch

Offices after December 17, 2004, the date Buyer

completed its initial due diligence review ("New

Loans"), and (B) were attributed to the Branch Offices

as of December 17, 2004 for which Seller increased the

principal balance (excluding draws on committed lines of

credit) by more than $100,000 after December 17, 2004,

over the principal balance as of December 17, 2004

("Loan Increases"), which New Loans and Loan Increases

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Seller and Buyer agree to negotiate in good faith to

include after such review;

(iii) shall not include the excluded loans identified by Buyer on

Schedule 1.01(d)(iii) hereto, the total principal amount of

which not to exceed $5,000,000;

(iv) shall not include any loan guaranteed by the Farm Service

Agency ("FSA") or subject to the FSA's interest-assist

program (the "FSA Loans");

(v) in addition to FSA Loans, shall not include any other loan

made to a FSA Borrower (as defined below) ("FSA Borrower

Affiliated Loans");

(vi) shall not include any loan or letters of credit set forth

on Schedule 1.01(d)(vi) hereto;

(vii) shall include all deposit-related overdrafts, including

overdrafts pursuant to an overdraft protection plan, if

any, authorized and maintained on the books of the Branch

Offices in association with Seller's existing policy

regarding overdrafts other than overdrafts related to an

FSA Borrower; and

(viii) shall include all fully charged-off assets associated with

the Branch Offices, provided, the charged-off assets shall

not include any charged-off assets which Buyer elects in

writing prior to the Closing not to receive.

All Loans shall be assigned to Buyer without recourse against Seller and without

any warranties or representations as to their collectibility or the

creditworthiness of any of the obligors of such Loans.

All loans that are excluded from the definition of "Loans" pursuant to this

Section 1.01(d) are referred to herein as the "Excluded Loans"). As used in this

Agreement, the term "FSA Borrower" shall mean a person or entity that is a

borrower (and any affiliate of such borrower) under a loan made by Seller to

such borrower that is guaranteed by the FSA or subject to the FSA

interest-assist program.

(e) Assumed Contracts. Seller's rights under, or created by, the

Assumed Contracts (as defined in Section 1.02(b) below).

(f) Cash on Hand. All teller working cash, petty cash and vault cash

at the Branch Offices, together with all cash at the ATMs, as of the close of

business on the Closing Date (the "Cash on Hand").

<PAGE>

(g) Safe Deposit Box Business. All safe deposit box business located

at the Branch Offices as of the close of business on the Closing Date (the "Safe

Deposit Box Business"). The Safe Deposit Box Business includes, without

limitation, safe deposit box contracts, the removable safe deposit boxes

(exclusive of the contents of leased safe deposit boxes) and safe deposit stacks

in the vault and all keys and combinations thereto.

Section 1.02. Assumption of Liabilities. Upon the terms and subject to the

conditions set forth herein, Seller shall transfer and assign to Buyer, and

Buyer shall assume from Seller and agree to pay, perform and discharge, by

documentation reasonably satisfactory as to form and substance to Seller, as of

the close of business on the Closing Date, the following liabilities, and none

other (collectively, the "Assumed Liabilities"):

(a) Deposit Liabilities. All deposit liabilities maintained at the

Branch Offices, in accordance with the terms of the agreements pertaining to

such deposits, as shown on the books and records of Seller as of the close of

business on the Closing Date, including accrued but unpaid interest thereon

through the Closing Date, except as provided in Sections 1.02(c) and 2.03(c)

hereof (the "Deposits" or "Deposit Liabilities"). As used herein, the term

"Deposit Liabilities" shall include all of the deposit products offered by

Seller from the Branch Offices, including, without limitation, passbook

accounts, statement accounts, checking accounts, money market accounts, and

certificates of deposit.

(b) Assumed Contracts. The obligations and liabilities of Seller

arising from and after the Closing Date under any and all contracts and leases

necessary for the operation or maintenance of the Branch Offices that are

assignable by Seller to Buyer, (collectively, the "Assumed Contracts"),

including without limitation the lease for the Oklahoma City Branch, but

excluding any contracts with respect to originating or servicing FSA loans.

specifically assumed in Sections 1.02(a), 1.02(b) and 2.03 hereof, Buyer shall

not assume (i) any Deposit Liabilities of any FSA Borrower or (ii) any

liabilities of Seller, whether known or unknown, disclosed or undisclosed,

contingent or otherwise, which have arisen or may arise or be established in

connection with the conduct of business at the Branch Offices prior to the

Closing Date, including without limitation any claims or liabilities arising

from or in connection with any FSA Loans (collectively, the "Excluded

Liabilities").

Section 1.03. Names and Marks. Seller is not selling, assigning,

conveying, transferring or delivering, nor shall Buyer acquire, any rights or

interest in or to: (a) the name "Gold Bank" or any derivation thereof, or (b)

any logos, service marks or trademarks, advertising materials or slogans or any

similar items used by Seller or any affiliate of Seller in connection with its

business, whether or not such is or was copyrighted or registered. Preceding the

Closing Date, Seller shall begin the removal from the Branch Offices of signs,

logos and other insignia identifying or identified with Seller. No signs, logos

or insignia identifying or identified with Buyer may be installed in or affixed

to the premises until after the close of business on the last business day

preceding the Closing. On and after the Closing Date, Buyer shall not use the

name or service mark of Seller in any manner in connection with the operation of

the Branch Offices, except in accordance with the provisions of Section 9.01

hereof. No activity conducted by Buyer

<PAGE>

on or after the Closing Date shall state or imply that Seller is in any way

involved as a partner, joint venturer or otherwise in the business of Buyer.

Buyer shall return to Seller any remaining signs, logos and insignia of Seller

removed by Buyer from the Branch Offices after Closing.

ARTICLE II

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CLOSING, CALCULATION OF PURCHASE PRICE AND CLOSING DELIVERIES

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Section 2.01. The Closing. The closing of the purchase and assumption

transaction contemplated by this Agreement (the "Closing") shall take place at

the Oklahoma City Branch, or at such other location as the parties may agree, at

10:00 a.m. Central Time on the Closing Date described in Section 2.02 of this

Agreement.

Section 2.02. The Closing Date. The Closing shall take place on a date

mutually agreed upon, in writing, by the parties, but in any case, on or before

the thirty-first (31st) day following the receipt of all approvals from any

regulatory authorities having jurisdiction over the transaction contemplated

hereby, and the satisfaction of all conditions and the lapse of all applicable

waiting periods associated therewith. The purchase and assumption transaction

contemplated by this Agreement shall become effective at the close of business

on the day of the Closing (the "Closing Date").

Section 2.03. Retirement Accounts.

(a) At the Closing, Seller shall resign as trustee and custodian with

respect to any individual retirement account ("IRA Account") as to which Seller

is trustee or custodian and as to which one or more of the assets included

therein is a deposit included within the Deposits transferred to Buyer on the

Closing Date, other than any IRA Account associated with any FSA Borrower, which

accounts shall remain with Seller. At the Closing, Seller shall designate or

appoint Buyer as successor trustee or custodian under each such IRA Account.

(b) Buyer covenants and agrees that it will, following its designation

or appointment as successor trustee or custodian under the IRA Accounts,

promptly and faithfully perform, fulfill, and discharge each of the obligations

required to be performed by the trustee or custodian with respect to such

accounts pursuant to law, or pursuant to the governing documents establishing

such IRA Account.

accept the designation or appointment of Buyer as successor trustee or custodian

with respect to any such IRA Account, Buyer shall promptly so inform Seller, and

none of the deposits contained in such IRA Account shall be treated as Deposit

Liabilities hereunder, but shall remain the liability and obligation of Seller.

Section 2.04. Calculation and Payment of Purchase Price. The calculation

and payment of the Purchase Price (defined herein) shall be made as follows:

(a) Buyer shall pay to Seller an amount of cash (the "Purchase Price")

equal to:

<PAGE>

(i) the Acquisition Value (defined herein) of the Assets;

(ii) plus, a premium of $34,000,000.00 (the "Premium");

(iii) plus, the net amount of any prorated items required by

Section 2.06 hereof owed by Buyer to Seller;

(iv) minus, the aggregate amount of principal and accrued

interest on the Deposit Liabilities;

(v) minus, the net amount of any prorated items required by

Section 2.06 hereof owed by Seller to Buyer.

If the Purchase Price calculated pursuant to the foregoing formula is a negative

amount, then Seller shall pay to Buyer the absolute value of such Purchase

Price.

(b) On the Closing Date, Buyer shall transfer to Seller, by wire

transfer in immediately available funds to an account designated by Seller, an

amount which Seller and Buyer estimate to be the amount of the Purchase Price,

which estimated amount shall be based upon actual or good faith estimates of the

foregoing amounts as of the close of business on the third business day prior to

the Closing Date (the "Estimated Purchase Price").

such earlier date as may be agreed to in writing by the parties (the "Adjustment

Payment Date"), an adjustment payment (the "Adjustment Payment") shall be made

either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to

correct any discrepancy between the amount of the Estimated Purchase Price paid

under the preceding paragraph and the Purchase Price calculated in accordance

with this Section 2.04. Seller shall provide to Buyer a closing statement which

reflects the calculation of the Adjustment Payment relative to the Estimated

Purchase Price. The Adjustment Payment due to either party pursuant to this

paragraph shall be paid to such party on the Adjustment Payment Date by the

other party by wire transfer in immediately available funds to an account

designated by the payee party, with interest thereon from the Closing Date

through the Adjustment Payment Date at a rate equal to the effective Federal

Funds rate as published by the Federal Reserve.

(d) For purposes of this Agreement, the "Acquisition Value" of the

Assets shall be the sum of the following:

(i) the aggregate outstanding principal and earned but unpaid

interest on the Loans, together with any late charges

accrued thereon as of the close of business on the Closing

Date, determined in accordance with generally accepted

accounting principals consistently applied ("GAAP");

(ii) the Cash on Hand as of the close of business on the Closing

Date;

<PAGE>

(iii) plus, the net book value of the Real Property and Personal

Property on Seller's books as of the end of the month

immediately preceding the month in which the Closing Date

occurs, determined in accordance with GAAP;

(iv) minus, $400,000 (the agreed loan loss reserve transfer).

Section 2.05. Allocation of Purchase Price. The Purchase Price, as

adjusted in accordance with Section 2.04(c) above, and the liabilities assumed

by Buyer pursuant to Section 1.02 hereof shall be allocated on an allocation

schedule to be agreed upon by Buyer and Seller prior to the Closing Date. The

allocation is intended to comply with the allocation method required by Section

1060 of the Internal Revenue Code of 1986, as amended. The parties shall (i)

each report the federal, state and local and other tax consequences of the

purchase and assumption contemplated hereby (including the filing of Internal

Revenue Service Form 8594) in a manner consistent with such allocation schedule

and (ii) take no position in any tax filing, return, proceeding, audit or

otherwise which is inconsistent with such allocation.

Section 2.06. Prorations. The parties intend that Seller shall operate for

its own account the business conducted at the Branch Offices until the close of

business on the Closing Date, and that Buyer shall operate such business for its

own account on and after the Closing Date. Thus, except as otherwise

specifically provided in this Agreement, items of expense directly attributable

to the operation of the Branch Offices (which shall not include any general

overhead expenses of Seller) shall be prorated as of the close of business on

the Closing Date, whether or not such adjustment would normally be made as of

such time, including, without limitation, (i) telephone, electric, gas, water,

and other utility services (to the extent it is not possible to transfer such

services into the name of Buyer as of the Closing Date), (ii) taxes associated

with the Real Property and Personal Property, (iii) assessments (including,

without limitation, assessments attributable to FDIC deposit insurance), (iv)

payments due on Assumed Contracts, and (v) similar expenses related to the

Assets transferred hereunder. To the extent any such item has been prepaid by

Seller for a period extending beyond the Closing Date, there shall be a

proportionate adjustment in favor of Seller. Notwithstanding the foregoing, any

unearned non-interest income associated with the Safe Deposit Box Business shall

not be prorated between the parties as of the Closing Date.

Section 2.07. Closing Deliveries.

(a) Seller's Closing Deliveries. At the Closing, Seller shall deliver

to Buyer:

(i) a Certificate or Certificates signed by an appropriate

officer of Seller stating that (A) each of the

representations and warranties contained in Article Three

is true and correct in all material respects at the time

of the Closing with the same force and effect as if such

representations and warranties had been made at Closing,

and (B) all of the conditions set forth in Sections 7.02(b)

and 7.02(d), insofar as Section 7.02(d) pertains to

approvals required to

<PAGE>

be obtained by Seller, have been satisfied or waived

as provided therein;

(ii) evidence of payment to Buyer, by wire transfer in

immediately available funds to an account designated by

Buyer, of the Estimated Purchase Price;

(iii) an executed Assignment and Assumption of Deposit

Liabilities Agreement in substantially the form set

forth in Exhibit A hereto;

(iv) an executed Assignment and Assumption of Contracts

Agreement in substantially the form set forth in Exhibit

B hereto;

(v) an executed Bill of Sale in substantially the form set

forth in Exhibit C hereto;

(vi) executed special warranty deeds, (subject to Permitted

Exceptions, as such term is defined in Section 11.15

hereof) conveying the Real Property to Buyer;

(vii) an executed Assignment, Transfer and Appointment of

Successor Trustee for IRA Accounts in substantially the

form set forth in Exhibit D;

(viii) an executed Limited Power of Attorney in substantially

the form set forth in Exhibit E;

(ix) such other bills of sale, assignments, and other

instruments and documents as counsel for Buyer may

reasonably require as necessary or desirable for

transferring, assigning and conveying to Buyer good,

marketable and insurable title to the Assets;

(x) listings of the Deposit Liabilities as of the Closing

Date (the "Deposit Listings") on magnetic tape or

utilizing such other method of information transfer as

the parties may mutually agree, which Deposit Listings

shall include, for each account, the account number,

outstanding principal balance, and accrued interest;

(xi) such Records as are capable of being delivered to Buyer,

which Records (other than the current promissory notes

related to the Loans which shall be originals) may be

delivered by delivery of imaged, photocopies or other

non-original and non-paper media in lieu of original

copies in the event the originals or hard copies of such

Records are not reasonably available to Seller for

delivery to Buyer; and

<PAGE>

(xii) and assignment of Seller's lease for the Oklahoma City

Branch, in the form reasonably acceptable to Buyer.

(b) Buyer's Closing Deliveries. At the Closing, Buyer shall deliver to

Seller:

(i) a Certificate or Certificates signed by an appropriate

officer of Buyer stating that (A) each of the

representations and warranties contained in Article

Four is true and correct in all material respects at

the time of the Closing with the same force and effect

as if such representations and warranties had been

made at Closing, and (B) all of the conditions set forth

in Sections 7.01(b) and 7.01(d), insofar as Section

7.01(d) pertains to approvals required to be obtained

by Buyer, have been satisfied or waived as provided

therein;

(ii) a certified copy of the resolutions of the Board of

Directors of Buyer authorizing the execution of this

Agreement and the consummation of the purchase and

assumption transaction contemplated hereby;

(iii) an executed Assignment and Assumption of Deposit

Liabilities Agreement in substantially the form set

forth in Exhibit A hereto;

(iv) an executed Assignment and Assumption of Contracts

Agreement in substantially the form set forth in Exhibit

B hereto;

(v) an executed Assignment, Transfer and Appointment of

Successor Trustee for IRA Accounts in substantially the

form set forth in Exhibit C hereto; and

(vi) an executed Receipt for Personal Property.

ARTICLE III

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REPRESENTATIONS AND WARRANTIES OF SELLER

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Seller hereby makes the following representations and warranties:

Section 3.01. Organization. Seller is a banking corporation duly organized,

validly existing and in good standing under the laws of Kansas, and has the

corporate power to carry on its business as the same is being conducted at the

Branch Offices and to effect the transactions contemplated herein.

Section 3.02. Authorization. All necessary corporate actions have been

taken to authorize the execution of this Agreement on Seller's behalf by

Seller's duly authorized officers and the performance by Seller of its

obligations hereunder. This Agreement has been duly and validly executed and

delivered by Seller and constitutes a legal, valid and binding obligation of

<PAGE>

Seller, enforceable against Seller in accordance with its terms, subject to

bankruptcy, insolvency, reorganization or other similar laws affecting the

enforcement of creditors' rights generally and to general principles of equity,

whether considered in a proceeding at law or in equity.

Section 3.03. Non-Contravention. The execution and delivery of this

Agreement by Seller does not, and, subject to the receipt of all required

approvals and consents, including, but not limited to, regulatory approvals and

landlord consents, the consummation of the transaction contemplated by this

Agreement will not, constitute a breach or violation of or default under any

law, rule, regulation, judgment, order, governmental permit or license,

agreement, indenture, or instrument to which Seller is a party, or by which it

or any of its assets or property is bound, which breach, violation, or default

would have a material adverse effect on the business or properties of the Branch

Offices after the Closing Date.

Section 3.04. Compliance with Law. Seller has all licenses, franchises,

permits and other governmental authorizations that are legally required to

enable it to conduct its business at the Branch Offices as presently conducted

in all material respects.

Section 3.05. Regulatory Enforcement Actions. Seller is not subject to, and

has not received any notice or advice that it may be subject to, any order,

agreement, memorandum of understanding or other regulatory enforcement action or

proceeding with or by any federal or state agency charged with the supervision

or regulation of banks or engaged in the insurance of deposits of banks or any

other governmental agency having supervisory or regulatory authority with

respect to Seller which could have a material adverse effect on the operation of

either of the Branch Offices after the Closing Date.

Section 3.06. Litigation. There is no litigation, claim or other

proceeding pending or, to the knowledge of Seller, threatened, against Seller

arising out of Seller's operation of the Branch Offices, materially affecting

any of the Assets or Assumed Liabilities, or materially affecting the ability of

Seller to carry out this Agreement or any of the transactions contemplated

hereby.

Section 3.07. Title to Real Property and Other Assets. As to the Real

Property, Seller is the owner of fee simple interests in the Real Property, free

and clear of any liens, mortgages, pledges or other security interests and

subject only to Permitted Exceptions and those exceptions accepted or waived by

Buyer. In addition to the Real Property, Seller has good and marketable title to

all other assets comprising the Assets. The Assets to be transferred pursuant to

this Agreement are sold "AS IS," without any warranty, express or implied,

whether of merchantability, fitness for a particular use or purpose, or

otherwise (except as to title), all of which warranties are hereby disclaimed.

Section 3.08. Loans, Deposits and Book Values. The principal balance and

accrued interest on each Loan and the balance of the Deposits and the net book

value of the Real Property and Personal Property, in each case as shown on the

Seller's Records, are in accordance with GAAP. Buyer hereby acknowledges that

Seller makes no warranties with respect to the collectibility of the Loans, the

value of the collateral securing the Loans, or the creditworthiness of any

makers, guarantors or obligors thereof.

<PAGE>

Section 3.09. Brokerage. Except for fees due, if any, to Hovde Financial

LLC pursuant to a letter agreement, dated November 1, 2004, between Hovde and

Gold Banc Corporation, Inc., the parent company of Seller, and any fees due to

Sandler O'Neil & Partners, L.P. pursuant to a letter agreement, dated November

5, 2003, as amended by letter, dated November 4, 2004, the fees of which will be

paid by Seller, there are no existing claims or agreements for brokerage

commissions, finders' fees, or similar compensation to any person or party

engaged by or otherwise representing Seller in connection with the purchase and

assumption transaction contemplated by this Agreement.

Section 3.10. Statements True and Correct. No representation or warranty

by Seller contained in this Agreement (including, without limitation, the

Schedules hereto) contains any untrue statement of fact or omits any statement

of fact necessary to make the statements herein not materially misleading.

ARTICLE IV

----------

REPRESENTATIONS AND WARRANTIES OF BUYER

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

Buyer hereby makes the following representations and warranties:

Section 4.01. Organization. Buyer is a corporation duly organized,

validly existing and in good standing under the laws of the State of Texas, and

has the corporate power to carry on its business as the same is being conducted.

Section 4.02. Authorization. Buyer's Board of Directors has, by all

appropriate action, approved this Agreement and the purchase and assumption

transaction contemplated herein and authorized the execution hereof on its

behalf by its duly authorized officers and the performance by Buyer of its

obligations hereunder. This Agreement has been duly and validly executed and

delivered by Buyer and constitutes a legal, valid and binding obligation of

Buyer, enforceable against Buyer in accordance with its terms, subject to

bankruptcy, insolvency, reorganization or other similar laws affecting the

enforcement of creditors' rights generally and to general principles of equity,

whether considered in a proceeding at law or in equity.

Section 4.03. Non-Contravention. The execution and delivery of this

Agreement by Buyer does not, and, subject to the receipt of all required

approvals and consents, including but not limited to regulatory approvals, the

consummation of the transaction contemplated by this Agreement will not,

constitute a breach or violation of or default under any law, rule, regulation,

judgment, order, governmental permit or license, agreement, indenture, or

instrument to which Buyer is a party, or by which it or any of its assets or

property is bound, which breach, violation, or default would have a material

adverse effect on Buyer.

Section 4.04. Consents to Transaction. The consummation of the purchase

and assumption transaction contemplated by this Agreement does not require Buyer

to obtain the prior consent or approval of any person, other than regulatory

approval from the appropriate regulatory authorities, including, but not limited

to, the approval of the Oklahoma Banking Department for the establishment by

Buyer of an Oklahoma state chartered bank necessary to fulfill the obligations

and commitments contained herein.

<PAGE>

Section 4.05. Litigation. There are no governmental or administrative

proceedings or other proceedings, litigation, judgment or claims pending or

threatened against Buyer or any of its affiliates affecting the ability of Buyer

to carry out this Agreement, or any of the transactions contemplated hereby, or

which will materially affect Buyer or its operation of either of the Branch

Offices after the Closing Date.

Section 4.06. Financial Information. Schedule 4.06 contains a complete

description of the financing (the "Financing") to be used by Buyer to complete

the transactions contemplated by this Agreement and the amounts of common equity

financing as to which Buyer has entered into binding written agreements with

respect to the Financing as of the date of this Agreement; provided, the parties

acknowledge that the description of the Financing included on Schedule 4.06 is

based upon pro forma information as of September 30, 2004, and that the final

amount of Financing will be dependent on a number of factors occurring between

September 30, 2004 and the Closing Date including, without limitation, the

Buyer's results of operations and the amount of Loans transferred to, and

Deposits Liabilities assumed by, Buyer. As of the date of this Agreement, Buyer

has received commitments for at least eighty percent (80%) of the total amount

of the common equity portion of the Financing (the "Initial Equity

Commitments"), such commitments are in full force and effect, and Buyer has no

reason to believe that any of the conditions contained in such commitments that

are within the control of Buyer will not be satisfied in accordance with the

terms of such commitments. Buyer has delivered to Seller a letter from FTN

Financial Group, dated as of a recent date, stating that it is highly confident

that the trust preferred securities and subordinated debt financing portions of

the Financing will be obtained by the Closing Date in order to provide funding,

together with the funding committed through the equity financing, to consummate

the transactions contemplated by this Agreement.

Section 4.07. Compliance with Capital Adequacy and Debt Guidelines. As of

the Closing Date, Buyer, on a pro-forma basis reflecting the purchase and

assumption transaction contemplated hereby, meets or exceeds (i) all applicable

capital adequacy regulatory standards, (ii) all applicable debt-to-equity

regulatory guidelines and (iii) all debt-reduction guidelines. Buyer knows of no

reason why the approvals, consents or waivers of governmental authorities

required to complete the purchase and assumption transaction contemplated hereby

will not be obtained in a timely manner so as to permit the consummation of such

transaction to occur as contemplated by this Agreement.

Section 4.08. Community Reinvestment Act. Buyer is in compliance in all

material respects with the Community Reinvestment Act and its implementing

regulations, and Buyer has no knowledge of threatened or pending actions,

proceedings, or allegations by any person or regulatory agency which may cause

any applicable regulatory authority to deny any application required to be filed

pursuant to Section 6.01 hereof. In addition, Buyer has not been advised of any

supervisory concerns regarding its compliance with the Community Reinvestment

Act.

Section 4.09. Brokerage. There are no existing claims or agreements for

brokerage commissions, finders' fees, or similar compensation to any person or

party engaged by or otherwise representing Buyer in connection with the purchase

and assumption transaction contemplated by this Agreement.

<PAGE>

Section 4.10. Statements True and Correct. No representation or warranty

by Buyer contained in this Agreement contains any untrue statement of fact or

omits any statement of fact necessary to make the statements herein not

materially misleading.

ARTICLE V

AGREEMENTS OF THE SELLER

Section 5.01. Business in Ordinary Course.

(a) Except as may be required to obtain regulatory approvals or as

otherwise may be required by any regulatory authority, after the date of this

Agreement, Seller shall not, without the prior written consent of Buyer (which

consent shall not be unreasonably withheld):

(i) cause or permit any of the Branch Offices to engage or

participate in any material transaction or incur or

sustain any material obligation except in the ordinary

course of business;

(ii) accept any deposits at rates in excess of those being

paid generally at other branches of Seller; or

(iii) undertake any actions which are inconsistent with a

program to use all reasonable efforts to maintain good

relations with employees employed at, and customers of,

the Branch Offices, unless such actions are required or

permitted by this Agreement or required by any

regulatory authority.

(b) Seller shall not, without the prior written consent of Buyer,

engage in any transaction or take any action that would render untrue in any

material respect any of the representations and warranties of Seller contained

in Article Three hereof, if such representations and warranties were given as of

the date of such transaction or action.

of any matter or event known to and directly involving Seller, which would not

include any changes in conditions that affect the banking industry generally,

that is materially adverse to the business, operations, properties, assets, or

condition (financial or otherwise) of any of the Branch Offices.

Section 5.02. Breaches. Seller shall, in the event it has knowledge of the

occurrence, or impending or threatened occurrence, of any event or condition

which would cause or constitute a breach (or would have caused or constituted a

breach had such event occurred or been known prior to the date hereof) of any of

its representations or agreements contained or referred to herein, give prompt

written notice thereof to Buyer and use its best efforts to prevent or promptly

remedy the same.

Section 5.03. Consents to Assumed Contracts. Seller shall use commercially

reasonable efforts to obtain all necessary consents with respect to all

interests of Seller in the Assumed

<PAGE>

Contracts which require the consent of another person for their transfer or

assumption pursuant to this Agreement, if any.

Section 5.04. Title Commitment. Seller shall provide Buyer with commitments

for title insurance or title opinions with respect to the Real Property within

thirty (30) days after the execution of this Agreement. Buyer shall have ten

(10) days after the receipt of the commitments for title insurance or title

opinions to object, in writing, to any exceptions or other matters contained

therein. If no objections are made, Buyer shall be deemed to have accepted the

status of title. Buyer and Seller agree that Buyer accepts and waives objections

to Permitted Exceptions. Buyer and Seller hereby acknowledge their mutual

understanding that Seller is under no obligation to cause any exceptions or

other matter to which Buyer may have objected to be corrected.

Section 5.05. Consummation of Agreement. Seller shall use its best efforts

to perform and fulfill all conditi

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