GOLD BANC CORP INC
STIPULATION OF DISMISSAL
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>gldb-ex102_1045968.txt
<DESCRIPTION>STIPULATION OF DISMISSAL
<TEXT>
                                                      Exhibit 10.2

                              SETTLEMENT AGREEMENT

      THIS SETTLEMENT  AGREEMENT  (this  "Agreement") is entered into as of this
29th day of October,  2004, by and among (i) Roger L. Ediger ("Ediger") and (ii)
Gold Banc Corporation,  Inc., a Kansas corporation, and Gold Bank, a Kansas bank
(the  successor  by merger to Gold Bank,  an  Oklahoma  bank,  and Gold Bank,  a
Florida bank), acting for themselves and all of their predecessors,  successors,
assigns, businesses, affiliates,  subsidiaries and divisions, and all directors,
officers,  employees,  agents,  and  representatives  of the foregoing  entities
(hereinafter  collectively referred to as "Gold Banc") (Ediger and Gold Banc are
hereinafter jointly referred to as "the Parties").

                                   I. RECITALS

      A. Gold Banc Corporation,  Inc. is a corporation  organized under the laws
of Kansas with its principal place of business in Leawood,  Kansas. Gold Bank is
a banking  association  organized  under the laws of Kansas  with its  principle
place of business in Leawood, Kansas.

      B.  Since  at least  October  1,  1992,  Gold  Bank  has been a lender  of
agricultural  loans that were guaranteed by the Farm Service Agency (the "FSA").
In addition to issuing  federally-guaranteed  agricultural loans, Gold Bank also
enrolled many of its  guaranteed  loans in the FSA's  Interest  Assist  Program,
which  provides for an annual  federal  interest  subsidy of four (4) percent on
eligible federally-guaranteed, agricultural loans.

      C. Ediger,  a former farmer and  agricultural  loan customer of Gold Bank,
filed a complaint on behalf of the United States under the qui tam provisions of
the Civil  False  Claims  Act, 31 U.S.C.,  3729 et seq.,  United  States ex rel.
Ediger v. Gold Bank  Oklahoma and Gold Banc  Corporation.  Inc.,  C1V  02-1493-R
(W.D. Okla., filed October 24, 2002),

                                                                    PAGE 1 OF 5
<PAGE>


which Ediger  amended in his First Amended  Complaint on February 5,
2004,  United States ex rel. Ediaer v. Gold Bane  Corporation,  Inc. Gold
Bank  Oklahoma  and  Gold  Bank  Kansas,   CIV  02-1493-R   (W.D.   Okla.)
(hereinafter the "Qui Tam Action").  The First Amended  Complaint  alleged
that  Gold  Banc  improperly  charged  excessive  fees  to  borrowers  and
inflated   the   interest   rates  it  charged   on   federally-guaranteed
agricultural  loans,  which in turn resulted in Gold Banc's  submission of
false  statements  and  claims  for  payment  to  the  United  States  for
guaranteed loss claims and interest assist payments.

      D. The United  States of America (the "United  States")  intervened in the
Qui Tam Action for settlement purposes on September 9, 2004.

      B. The Parties wish to avoid the time, expense,  and risk of litigation by
reaching a settlement as described below.

      F.  Contemporaneous  with the  execution  and delivery of this  Settlement
Agreement,  Gold Bane is entering into a separate settlement  agreement with the
United States.

      G. Gold Bane denies all  allegations  of  wrongdoing  in the First Amended
Complaint,  including  without  limitation,  allegations  that it  violated  the
Federal Civil False Claims Act, 31 U.S.C. 3729 et seq.

      H. This  Settlement  Agreement is made in compromise  of disputed  claims.
Neither the  Settlement  Agreement,  its execution,  nor the  performance of any
obligations under it, including any payments, nor the fact of the settlement, is
intended to be, or shall be understood as, an acknowledgment of  responsibility,
admission of liability or wrongdoing,  or other  expression  reflecting upon the
merits of the dispute by Ediger, the United States or Gold Banc.

                                                                    PAGE 2 OF 5
<PAGE>


                                 II. AGREEMENTS

      In reliance on the foregoing recitals,  and in consideration of the mutual
promises, covenants and obligations of the Settlement agreement and for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Parties hereby agree as follows:

      1. Upon execution of this Agreement,  Gold Bane will cause to be delivered
and  transferred  to  Susman  Godfrey  L.L.P.  the  amount of  $500,000.00  (the
"Settlement  Amount").  This payment is designated as reimbursement for Ediger's
reasonable  expenses,  attorneys' fees and costs relating to the Qui Tani Action
pursuant to 31 U.S.C.  ss.  3730(d).  Payment shall be made by electronic  funds
transfer  pursuant to written  instructions  to be provided to Gold Banc's legal
counsel by Terry Oxford or his  designated  representative  and payment shall be
made within 14 days after the execution of this Settlement Agreement.

      2.  Ediger,  for  himself,  his  successors,   assigns,   executors,   and
representatives  of any kind, hereby irrevocably and  unconditionally  releases,
acquits  and  forever  discharges  and  covenants  not to sue Gold  Banc for any
further expenses, attorney fees or costs relating to the Qui Tam Action pursuant
to 31 U.S.C. ss. 3730(d).

      3. Ediger  hereby  consents to and approves the $16 million  settlement of
the Qui Tam  Action  between  the United  States  and Gold  Banc,  and agrees to
execute a joint  stipulation with the United States and Gold Banc to dismiss the
Qui Tam  Action,  substantially  in the form  attached  hereto as Exhibit A (the
"Joint Stipulation").

      4. Ediger and Gold Banc represent and  acknowledge  that in executing this
Settlement  Agreement  neither of them has  relied  upon any  representation  or
statement

                                                                    PAGE 3 OF 5
<PAGE>


made by any party or by any party's agents, representatives, or attorneys, other
than those representations and warranties contained herein.

      5. Each  Party  acknowledges  that  this  Agreement  is being  made of the
party's own free choice and independent  judgment after full  consultation  with
its own legal counsel.

      6. It is agreed and understood  that this Agreement  shall be binding upon
and  shall  inure to the  benefit  of each  Party to this  Agreement;  provided,
however,  this  Settlement  Agreement  shall be null and void if the  Settlement
Agreement  between the United States and Gold Banc is not entered into or if the
Qui Tarra Action is not dismissed with prejudice by the Court. In either of such
events the  Settlement  Amount  shall be paid to Gold Banc upon demand to Susman
Godfrey LLP.

      7. This  Agreement may be signed in one or more  counterparts.  All signed
counterparts  shall be considered an original and all of them shall be deemed to
be one and the same instrument.

      IN WITNESS WHEREOF,  all Parties have executed this Agreement as set forth
below.

                                                                    PAGE 4 OF 5
<PAGE>



                                    /s/ Roger L. Ediger
                                    ------------------------------------------
                                    Roger L. Ediger


                                    GOLD BANC CORPORATION, INC.


                                    By:   /s/ Malcolm M. Aslin
                                          ------------------------------
                                          Name:  Malcolm M. Aslin
                                          Title: Chief Executive Officer


                                    GOLD BANK


                                    By:   /s/ Malcolm M. Aslin
                                          ------------------------------
                                          Name:  Malcolm M. Aslin
                                          Title: President



                                                                    PAGE 5 OF 5
<PAGE>

                   IN THE UNITED STATES DISTRICT COURT FOR THE
                          WESTERN DISTRICT OF OKLAHOMA

UNITED STATES OF AMERICA            )
ex rel. ROGER L. EDIGER,            )
                                    )
                Plaintiff,          )    Case No. CIV-02-1493-R
                                    )
      -vs-                          )
                                    )
GOLD BANC CORPORATION, INC.,        )
and GOLD BANK OF OKLAHOMA,          )
                                    )
                Defendants.         )
                                    )
------------------------------------

                     STIPULATION OF DISMISSAL WITH PREJUDICE

      Pursuant to Fed. R. Civ. P. 41 and the False Claims Act, 31 U.S.C. ss.
3730(b)(1), the United States, relator Roger Ediger ("Relator") and the
defendants, Gold Banc Corporation, Gold Bank Oklahoma and Gold Bank Kansas
(collectively, "Gold Banc"), through their undersigned counsel, hereby
stipulate to the dismissal with prejudice of the above captioned action,
consistent with the terms of the Settlement Agreement attached as
Exhibit 1.  The United States and Gold Banc have reached an agreement to settle
this litigation.  Relator agrees that the settlement reached by the United
States with Gold Banc is fair, adequate and reasonable pursuant to
31 U.S.C. ss. 3730(c)(2)(B).

      The United States and Gold Banc agree that each will bear its own costs,
expenses and attorneys' fees. Relator and Gold Banc have reached agreement as to
the payment of attorneys' fees and costs, pursuant to 31 U.S.C. ss. 3730(d). The
United States, Relator and Gold Banc request that the Court retain jurisdiction
to enforce the terms of the Settlement Agreement and for the limited purpose of
adjudicating the Relators' share issue pursuant to 31 U.S.C. ss. 3730(d). The
United States, Relator and Gold Banc hereby request that the Court enter the
attached Order.


<PAGE>


                               Respectfully submitted,

                               ON BEHALF OF THE UNITED STATES
Dated: Novemer 10, 2004.
                               PETER D. KEISLER
                               Assistant Attorney General


                               ROBERT G. McCAMPBELL
                               United States Attorney



                               MICHAEL F. HERTZ
                               PATRICIA R. DAVIS
                               LOUIS J. VIRELLI III
                               Commercial Litigation Branch
                               Civil Division
                               United States Department of Justice
                               P.O. Box 261
                               Ben Franklin Station
                               Washington, DC 20044
                               Tel:  (202) 514-7857
                               Fax: (202) 514-7361

                               KAY SEWELL
                               Assistant United States Attorney
                               400 Oklahoma Tower
                               210 Park Avenue, Suite 400
                               Oklahoma City, OK 73102
                               Phone: (405) 553-8700
                               Fax: (405) 553-8885
                               Kay.Sewell@usdoj.gov

                               Attorneys for the United States


                                      -2-
<PAGE>



                               ON BEHALF OF RELATOR ROGER EDIGER

Dated: October 29, 2004.
                               By:
                                    -------------------------------
                                    TERRELL W. OXFORD
                                    JONATHAN BRIDGES
                                    SUSMAN GODFREY L.L.P.
                                    901 Main Street, Suite 4100
                                    Dallas, Texas 75202-3775

                               Counsel for Relator, Roger Ediger


Dated: October 29, 2004.
                               By:
                                    -------------------------------
                                    LARRY D. LAHMAN
                                    FORREST L.P. DEVAUGHN
                                    MITCHELL & DECLERCK, P.L.L.C.
                                    202 West Broadway
                                    Enid, Oklahoma 73701

                               Counsel for Relator, Roger Ediger


                                      -3-
<PAGE>


                               ON BEHALF OF GOLD BANC CORPORATION


Dated: November 8, 2004.

                               By:
                                    -------------------------------
                                    R. DENNIS WRIGHT
                                    MIKE W. LOCHMANN
                                    STINSON MORRISON HECKER L.L.P.
                                    2600 Grand Boulevard
                                    Kansas City, Missouri 64108

                               Counsel for Gold Banc Corporation

                                      -4-
<PAGE>

                   IN THE UNITED STATES DISTRICT COURT FOR THE
                          WESTERN DISTRICT OF OKLAHOMA

UNITED STATES OF AMERICA       )
ex re1., ROGER L. EDIGER,      )
                               )
Plaintiff,                     )
                               )Case No. CIV-02-1493-R
           -vs-                )
                               )
GOLD BANC CORPORATION, INC.,   )
and GOLD BANK OF OKLAHOMA,     )
Defendants.                    )

                                      ORDER

      The United States and the defendants, Gold Banc Corporation, Gold Bank
Oklahoma and Gold Bank Kansas (collectively, "Gold Banc") have reached an
agreement to settle this litigation. A copy of the Settlement Agreement is
attached as Exhibit 1. Relator Roger Ediger agrees that the settlement agreed to
by the United States and Gold Banc is fair, adequate and reasonable pursuant to
31 U.S.C. ss. 3730(c)(2)(B). Accordingly, in light of the Settlement Agreement,
it is hereby ORDERED:

1.         The Court approves the settlement as being fair, adequate and
           reasonable, pursuant to 31 U.S.C. ss. 3730(c)(2)(B).

2.         This case is dismissed with prejudice as to all parties, pursuant to
           31 U.S.C. ss. 3730(c)(2)(B).

3.         The United States and Gold Banc each will bear its own costs,
           expenses and attorneys' fees; and,

4.         The Court retains jurisdiction over this matter to enforce the terms
           of the Settlement Agreement, as well as for the limited purpose of
           adjudicating the Relators' share issue pursuant to 31 U.S.C. ss.
           3730(d).

        IT IS SO ORDERED this 19th day of November, 2004.



                               -----------------------------------------
                               DAVID L. RUSSELL
                               UNITED STATES DISTRICT JUDGE


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</DOCUMENT>
