GOLD BANC CORP INC
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>
                                                                  Exhibit 10.16

                             SECOND AMENDMENT TO THE
                           GOLD BANC CORPORATION, INC.
                          1996 EQUITY COMPENSATION PLAN
                          -----------------------------

          THIS SECOND AMENDMENT, made and entered into this 2nd day of February,
2001,  by  Gold Banc Corporation, Inc. (the "Corporation"), amends the Gold Banc
Corporation,  Inc.  1996  Equity  Compensation  Plan  (the  "Plan"),  originally
established  and  approved  by  the Corporation's shareholders effective May 30,
1996.

          WITNESSETH:

          WHEREAS,  the Corporation adopted the Plan under which the Corporation
was  authorized  to  make  available  up  to 250,000 shares of the Corporation's
common  stock  ("Shares")  under  option  grants,  stock  appreciation  rights,
restricted  stock  grants,  performance  shares and performance unit awards (the
"Awards");  and

          WHEREAS,  the  Corporation  effected  a  2-for-1  stock  split in 1997
thereby allowing, in accordance with the terms of the Plan, up to 500,000 Shares
to  be  available  to  become  subject  to  Awards  granted  under the Plan; and

          WHEREAS,  on  February  22, 2000, the Corporation's Board of Directors
(the  "Board")  authorized,  subject  to shareholder approval, an additional two
million  (2,000,000)  Shares to become subject to Awards granted under the Plan;
and

          WHEREAS,  on  March 20, 2000, the Corporation adopted a Plan amendment
increasing the aggregate number of Shares available for Awards by 150,000 shares
(the  "First  Amendment");  and

          WHEREAS,  on  April  26,  2000,  the  Corporation's  shareholders (the
"Shareholders") approved the two million (2,000,000) share increase in available
Shares  to  become  subject  to  Awards  granted  under  the  Plan;  and

          WHEREAS,  the  Corporation  desires  to  make this Second Amendment to
increase  the  aggregate  number  of  Shares to become subject to Awards granted
under  the  Plan by one million eight hundred fifty thousand (1,850,000) Shares,
such  number  reflecting  the  difference  between the increase in the number of
Shares  authorized  by the Board on February 22, 2000 (and subsequently approved
by  the  Shareholders  on  April  26,  2000)  and the number of Shares increased
pursuant  to  the  First  Amendment;

          NOW,  THEREFORE,  the  Corporation  hereby  amends the Plan effective,
January  1,  2001,  as  follows:

     1.   AMENDMENT  TO  SECTION  4.1
          ---------------------------

          Section  4.1  of  the Plan shall hereby be deleted in its entirety and
replaced  with  the  following  Section  4.1.

          4.1     Number  of  Shares.  Subject  to  adjustment  as  provided  in
                  ------------------
     Section 4.3, the total number of Shares available for grant under this Plan
     shall  not  exceed  2,500,000. Shares granted under this Plan may be either
     authorized  but  unissued  Shares  or  treasury  Shares, or any combination
     thereof.


<PAGE>
          IN  WITNESS  WHEREOF, the Corporation has caused this Second Amendment
     to  be  adopted,  and  the Corporation, by its duly authorized officer, has
     executed  this  Second  Amendment  on  this  2nd  day  of  February , 2001.

                                          GOLD  BANC  CORPORATION,  INC.


                                          By:  /s/  Michael  W.  Gullion
                                               ---------------------------------
                                               Michael  W.  Gullion,  President


<PAGE>

</TEXT>
</DOCUMENT>
