GOLD BANC CORP INC
EX-10.46
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>3
<FILENAME>a2093388zex-10_46.txt
<DESCRIPTION>EX-10.46
<TEXT>
<Page>

                                                                   EXHIBIT 10.46

(MULTICURRENCY -- CROSS BORDER)

                                     ISDA(R)

                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                           dated as of August 14, 2002


                 Citibank, N.A. and Gold Banc Corporation, Inc.

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows: --

1.     INTERPRETATION

(a)    DEFINITIONS. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)    INCONSISTENCY. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)    SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.     OBLIGATIONS

(a)    GENERAL CONDITIONS.

       (i)    Each party will make each payment or delivery specified in each
       Confirmation to be made by it, subject to the other provisions of this
       Agreement.

       (ii)   Payments under this Agreement will be made on the due date for
       value on that date in the place of the account specified in the relevant
       Confirmation or otherwise pursuant to this Agreement, in freely
       transferable funds and in the manner customary for

   Copyright(C) 1992 by International Swaps and Derivatives Association, Inc.

<Page>

       payments in the required currency. Where settlement is by delivery (that
       is, other than by payment), such delivery will be made for receipt on the
       due date in the manner customary for the relevant obligation unless
       otherwise specified in the relevant Confirmation or elsewhere in this
       Agreement.

       (iii)  Each obligation of each party under Section 2(a)(i) is subject to
       (1) the condition precedent that no Event of Default or Potential Event
       of Default with respect to the other party has occurred and is
       continuing, (2) the condition precedent that no Early Termination Date in
       respect of the relevant Transaction has occurred or been effectively
       designated and (3) each other applicable condition precedent specified in
       this Agreement.

(b)    CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)    NETTING. If on any date amounts would otherwise be payable:--

       (i)    in the same currency; and

       (ii)   in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)    DEDUCTION OR WITHHOLDING FOR TAX.

       (i)    GROSS-UP. All payments under this Agreement will be made without
       any deduction or withholding for or on account of any Tax unless such
       deduction or withholding is required by any applicable law, as modified
       by the practice of any relevant governmental revenue authority, then in
       effect. If a party is so required to deduct or withhold, then that party
       ("X") will:--

              (1)    promptly notify the other party ("Y") of such requirement;

                                        2                          ISDA (R) 1992
<Page>

              (2)    pay to the relevant authorities the full amount required to
              be deducted or withheld (including the full amount required to be
              deducted or withheld from any additional amount paid by X to Y
              under this Section 2(d)) promptly upon the earlier of determining
              that such deduction or withholding is required or receiving notice
              that such amount has been assessed against Y;

              (3)    promptly forward to Y an official receipt (or a certified
              copy), or other documentation reasonably acceptable to Y,
              evidencing such payment to such authorities; and

              (4)    if such Tax is an Indemnifiable Tax, pay to Y, in addition
              to the payment to which Y is otherwise entitled under this
              Agreement, such additional amount as is necessary to ensure that
              the net amount actually received by Y (free and clear of
              Indemnifiable Taxes, whether assessed against X or Y) will equal
              the full amount Y would have received had no such deduction or
              withholding been required. However, X will not be required to pay
              any additional amount to Y to the extent that it would not be
              required to be paid but for:--

                     (A)    the failure by Y to comply with or perform any
                     agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d);
                     or

                     (B)    the failure of a representation made by Y pursuant
                     to Section 3(f) to be accurate and true unless such failure
                     would not have occurred but for (I) any action taken by a
                     taxing authority, or brought in a court of competent
                     jurisdiction, on or after the date on which a Transaction
                     is entered into (regardless of whether such action is taken
                     or brought with respect to a party to this Agreement) or
                     (II) a Change in Tax Law.

       (ii)   LIABILITY. If:--

              (1)    X is required by any applicable law, as modified by the
              practice of any relevant governmental revenue authority, to make
              any deduction or withholding in respect of which X would not be
              required to pay an additional amount to Y under Section
              2(d)(i)(4);

              (2)    X does not so deduct or withhold; and

              (3)    a liability resulting from such Tax is assessed directly
                     against X,

       then, except to the extent Y has satisfied or then satisfies the
       liability resulting from such Tax, Y will promptly pay to X the amount of
       such liability (including any related liability for interest, but
       including any related liability for penalties only if Y has failed to
       comply with or perform any agreement contained in Section 4(a)(i),
       4(a)(iii) or 4(d)).

(e)    DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount

                                        3                          ISDA (R) 1992
<Page>

to the other party on demand in the same currency as such overdue amount, for
the period from (and including) the original due date for payment to (but
excluding) the date of actual payment, at the Default Rate. Such interest will
be calculated on the basis of daily compounding and the actual number of days
elapsed. If, prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party defaults in the
performance of any obligation required to be settled by delivery, it will
compensate the other party on demand if and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement.

3.     REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)    BASIC REPRESENTATIONS.

       (i)    STATUS. It is duly organised and validly existing under the laws
       of the jurisdiction of its organisation or incorporation and, if relevant
       under such laws, in good standing;

       (ii)   POWERS. It has the power to execute this Agreement and any other
       documentation relating to this Agreement to which it is a party, to
       deliver this Agreement and any other documentation relating to this
       Agreement that it is required by this Agreement to deliver and to perform
       its obligations under this Agreement and any obligations it has under any
       Credit Support Document to which it is a party and has taken all
       necessary action to authorise such execution, delivery and performance;

       (iii)  NO VIOLATION OR CONFLICT. Such execution, delivery and performance
       do not violate or conflict with any law applicable to it, any provision
       of its constitutional documents, any order or judgment of any court or
       other agency of government applicable to it or any of its assets or any
       contractual restriction binding on or affecting it or any of its assets;

       (iv)   CONSENTS. All governmental and other consents that are required to
       have been obtained by it with respect to this Agreement or any Credit
       Support Document to which it is a party have been obtained and are in
       full force and effect and all conditions of any such consents have been
       complied with; and

       (v)    OBLIGATIONS BINDING. Its obligations under this Agreement and any
       Credit Support Document to which it is a party constitute its legal,
       valid and binding obligations, enforceable in accordance with their
       respective terms (subject to applicable bankruptcy, reorganisation,
       insolvency, moratorium or similar laws affecting creditors' rights
       generally and subject, as to enforceability, to equitable principles of
       general application (regardless of whether enforcement is sought in a
       proceeding in equity or at law)).

(b)    ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

                                        4                          ISDA (R) 1992
<Page>

(c)    ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)    ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)    PAYER TAX REPRESENTATION. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)    PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.

4.     AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)    FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

       (i)    any forms, documents or certificates relating to taxation
       specified in the Schedule or any Confirmation;

       (ii)   any other documents specified in the Schedule or any Confirmation;
       and

       (iii)  upon reasonable demand by such other party, any form or document
       that may be required or reasonably requested in writing in order to allow
       such other party or its Credit Support Provider to make a payment under
       this Agreement or any applicable Credit Support Document without any
       deduction or withholding for or on account of any Tax or with such
       deduction or withholding at a reduced rate (so long as the completion,
       execution or submission of such form or document would not materially
       prejudice the legal or commercial position of the party in receipt of
       such demand), with any such form or document to be accurate and completed
       in a manner reasonably satisfactory to such other party and to be
       executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)    MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain
in full force and effect all consents of any governmental or other authority
that are required to be obtained by it

                                        5                          ISDA (R) 1992
<Page>

with respect to this Agreement or any Credit Support Document to which it is a
party and will use all reasonable efforts to obtain any that may become
necessary in the future.

(c)    COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)    TAX AGREEMENT. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)    PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organised, managed and
controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5.     EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)    EVENTS OF DEFAULT. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--

       (i)    FAILURE TO PAY OR DELIVER. Failure by the party to make, when due,
       any payment under this Agreement or delivery under Section 2(a)(i) or
       2(e) required to be made by it if such failure is not remedied on or
       before the third Local Business Day after notice of such failure is given
       to the party;

       (ii)   BREACH OF AGREEMENT. Failure by the party to comply with or
       perform any agreement or obligation (other than an obligation to make any
       payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or
       to give notice of a Termination Event or any agreement or obligation
       under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or
       performed by the party in accordance with this Agreement if such failure
       is not remedied on or before the thirtieth day after notice of such
       failure is given to the party;

       (iii)  CREDIT SUPPORT DEFAULT.

              (1)    Failure by the party or any Credit Support Provider of such
              party to comply with or perform any agreement or obligation to be
              complied with or performed by it in accordance with any Credit
              Support Document if such failure is continuing after any
              applicable grace period has elapsed;

                                        6                          ISDA (R) 1992
<Page>

              (2)    the expiration or termination of such Credit Support
              Document or the failing or ceasing of such Credit Support Document
              to be in full force and effect for the purpose of this Agreement
              (in either case other than in accordance with its terms) prior to
              the satisfaction of all obligations of such party under each
              Transaction to which such Credit Support Document relates without
              the written consent of the other party; or

              (3)    the party or such Credit Support Provider disaffirms,
              disclaims, repudiates or rejects, in whole or in part, or
              challenges the validity of, such Credit Support Document;

       (iv)   MISREPRESENTATION. A representation (other than a representation
       under Section 3(e) or (f)) made or repeated or deemed to have been made
       or repeated by the party or any Credit Support Provider of such party in
       this Agreement or any Credit Support Document proves to have been
       incorrect or misleading in any material respect when made or repeated or
       deemed to have been made or repeated;

       (v)    DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support
       Provider of such party or any applicable Specified Entity of such party
       (1) defaults under a Specified Transaction and, after giving effect to
       any applicable notice requirement or grace period, there occurs a
       liquidation of, an acceleration of obligations under, or an early
       termination of, that Specified Transaction, (2) defaults, after giving
       effect to any applicable notice requirement or grace period, in making
       any payment or delivery due on the last payment, delivery or exchange
       date of, or any payment on early termination of, a Specified Transaction
       (or such default continues for at least three Local Business Days if
       there is no applicable notice requirement or grace period) or (3)
       disaffirms, disclaims, repudiates or rejects, in whole or in part, a
       Specified Transaction (or such action is taken by any person or entity
       appointed or empowered to operate it or act on its behalf);

       (vi)   CROSS DEFAULT. If "Cross Default" is specified in the Schedule as
       applying to the party, the occurrence or existence of (1) a default,
       event of default or other similar condition or event (however described)
       in respect of such party, any Credit Support Provider of such party or
       any applicable Specified Entity of such party under one or more
       agreements or instruments relating to Specified Indebtedness of any of
       them (individually or collectively) in an aggregate amount of not less
       than the applicable Threshold Amount (as specified in the Schedule) which
       has resulted in such Specified Indebtedness becoming, or becoming capable
       at such time of being declared, due and payable under such agreements or
       instruments, before it would otherwise have been due and payable or (2) a
       default by such party, such Credit Support Provider or such Specified
       Entity (individually or collectively) in making one or more payments on
       the due date thereof in an aggregate amount of not less than the
       applicable Threshold Amount under such agreements or instruments (after
       giving effect to any applicable notice requirement or grace period);

       (vii)  BANKRUPTCY. The party, any Credit Support Provider of such party
       or any applicable Specified Entity of such party: --

                                        7                          ISDA (R) 1992
<Page>

              (1)    is dissolved (other than pursuant to a consolidation,
              amalgamation or merger); (2) becomes insolvent or is unable to pay
              its debts or fails or admits in writing its inability generally to
              pay its debts as they become due; (3) makes a general assignment,
              arrangement or composition with or for the benefit of its
              creditors; (4) institutes or has instituted against it a
              proceeding seeking a judgment of insolvency or bankruptcy or any
              other relief under any bankruptcy or insolvency law or other
              similar law affecting creditors' rights, or a petition is
              presented for its winding-up or liquidation, and, in the case of
              any such proceeding or petition instituted or presented against
              it, such proceeding or petition (A) results in a judgment of
              insolvency or bankruptcy or the entry of an order for relief or
              the making of an order for its winding-up or liquidation or (B) is
              not dismissed, discharged, stayed or restrained in each case
              within 30 days of the institution or presentation thereof; (5) has
              a resolution passed for its winding-up, official management or
              liquidation (other than pursuant to a consolidation, amalgamation
              or merger); (6) seeks or becomes subject to the appointment of an
              administrator, provisional liquidator, conservator, receiver,
              trustee, custodian or other similar official for it or for all or
              substantially all its assets; (7) has a secured party take
              possession of all or substantially all its assets or has a
              distress, execution, attachment, sequestration or other legal
              process levied, enforced or sued on or against all or
              substantially all its assets and such secured party maintains
              possession, or any such process is not dismissed, discharged,
              stayed or restrained, in each case within 30 days thereafter; (8)
              causes or is subject to any event with respect to it which, under
              the applicable laws of any jurisdiction, has an analogous effect
              to any of the events specified in clauses (1) to (7) (inclusive);
              or (9) takes any action in furtherance of, or indicating its
              consent to, approval of, or acquiescence in, any of the foregoing
              acts; or

       (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support
       Provider of such party consolidates or amalgamates with, or merges with
       or into, or transfers all or substantially all its assets to, another
       entity and, at the time of such consolidation, amalgamation, merger or
       transfer: --

              (1)    the resulting, surviving or transferee entity fails to
              assume all the obligations of such party or such Credit Support
              Provider under this Agreement or any Credit Support Document to
              which it or its predecessor was a party by operation of law or
              pursuant to an agreement reasonably satisfactory to the other
              party to this Agreement; or

              (2)    the benefits of any Credit Support Document fail to extend
              (without the consent of the other party) to the performance by
              such resulting, surviving or transferee entity of its obligations
              under this Agreement.

(b)    TERMINATION EVENTS. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii) below,
and, if specified to be applicable, a Credit Event Upon Merger if the event is
specified

                                        8                          ISDA (R) 1992
<Page>

pursuant to (iv) below or an Additional Termination Event if the event is
specified pursuant to (v) below:--

       (i)    ILLEGALITY. Due to the adoption of, or any change in, any
       applicable law after the date on which a Transaction is entered into, or
       due to the promulgation of, or any change in, the interpretation by any
       court, tribunal or regulatory authority with competent jurisdiction of
       any applicable law after such date, it becomes unlawful (other than as a
       result of a breach by the party of Section 4(b)) for such party (which
       will be the Affected Party): --

              (1)    to perform any absolute or contingent obligation to make a
              payment or delivery or to receive a payment or delivery in respect
              of such Transaction or to comply with any other material provision
              of this Agreement relating to such Transaction; or

              (2)    to perform, or for any Credit Support Provider of such
              party to perform, any contingent or other obligation which the
              party (or such Credit Support Provider) has under any Credit
              Support Document relating to such Transaction;

       (ii)   TAX EVENT. Due to (x) any action taken by a taxing authority, or
       brought in a court of competent jurisdiction, on or after the date on
       which a Transaction is entered into (regardless of whether such action is
       taken or brought with respect to a party to this Agreement) or (y) a
       Change in Tax Law, the party (which will be the Affected Party) will, or
       there is a substantial likelihood that it will, on the next succeeding
       Scheduled Payment Date (1) be required to pay to the other party an
       additional amount in respect of an Indemnifiable Tax under Section
       2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
       6(e)) or (2) receive a payment from which an amount is required to be
       deducted or withheld for or on account of a Tax (except in respect of
       interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount
       is required to be paid in respect of such Tax under Section 2(d)(i)(4)
       (other than by reason of Section 2(d)(i)(4)(A) or (B));

       (iii)  TAX EVENT UPON MERGER. The party (the "Burdened Party") on the
       next succeeding Scheduled Payment Date will either (1) be required to pay
       an additional amount in respect of an Indemnifiable Tax under Section
       2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
       6(e)) or (2) receive a payment from which an amount has been deducted or
       withheld for or on account of any Indemnifiable Tax in respect of which
       the other party is not required to pay an additional amount (other than
       by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of
       a party consolidating or amalgamating with, or merging with or into, or
       transferring all or substantially all its assets to, another entity
       (which will be the Affected Party) where such action does not constitute
       an event described in Section 5(a)(viii);

       (iv)   CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
       specified in the Schedule as applying to the party, such party ("X"), any
       Credit Support Provider of X or any applicable Specified Entity of X
       consolidates or amalgamates with, or merges with or into, or transfers
       all or substantially all its assets to, another entity and such action
       does not constitute an event described in Section 5(a)(viii) but the
       creditworthiness of the

                                        9                          ISDA (R) 1992
<Page>

       resulting, surviving or transferee entity is materially weaker than that
       of X, such Credit Support Provider or such Specified Entity, as the case
       may be, immediately prior to such action (and, in such event, X or its
       successor or transferee, as appropriate, will be the Affected Party); or

       (v)    ADDITIONAL TERMINATION EVENT. If any "Additional Termination
       Event" is specified in the Schedule or any Confirmation as applying, the
       occurrence of such event (and, in such event, the Affected Party or
       Affected Parties shall be as specified for such Additional Termination
       Event in the Schedule or such Confirmation).

(c)    EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

6.     EARLY TERMINATION

(a)    RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)    RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

       (i)    NOTICE. If a Termination Event occurs, an Affected Party will,
       promptly upon becoming aware of it, notify the other party, specifying
       the nature of that Termination Event and each Affected Transaction and
       will also give such other information about that Termination Event as the
       other party may reasonably require.

       (ii)   TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under
       Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected
       Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
       Affected Party, the Affected Party will, as a condition to its right to
       designate an Early Termination Date under Section 6(b)(iv), use all
       reasonable efforts (which will not require such party to incur a loss,
       excluding immaterial, incidental expenses) to transfer within 20 days
       after it gives notice under Section 6(b)(i) all its rights and
       obligations under this Agreement in respect of the Affected Transactions
       to another of its Offices or Affiliates so that such Termination Event
       ceases to exist.

                                       10                          ISDA (R) 1992
<Page>

If the Affected Party is not able to make such a transfer it will give notice to
the other party to that effect within such 20 day period, whereupon the other
party may effect such a transfer within 30 days after the notice is given under
Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and
conditional upon the prior written consent of the other party, which consent
will not be withheld if such other party's policies in effect at such time would
permit it to enter into transactions with the transferee on the terms proposed.

(iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(l) or a Tax
Event occurs and there are two Affected Parties, each party will use all
reasonable efforts to reach agreement within 30 days after notice thereof is
given under Section 6(b)(i) on action to avoid that Termination Event.

(iv) RIGHT TO TERMINATE. If:--

              (1)    a transfer under Section 6(b)(ii) or an agreement under
              Section 6(b)(iii), as the case may be, has not been effected with
              respect to all Affected Transactions within 30 days after an
              Affected Party gives notice under Section 6(b)(i); or

              (2)    an Illegality under Section 5(b)(i)(2), a Credit Event Upon
              Merger or an Additional Termination Event occurs, or a Tax Event
              Upon Merger occurs and the Burdened Party is not the Affected
              Party,

either party in the case of an Illegality, the Burdened Party in the case of a
Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an
Additional Termination Event if there is more than one Affected Party, or the
party which is not the Affected Party in the case of a Credit Event Upon Merger
or an Additional Termination Event if there is only one Affected Party may, by
not more than 20 days notice to the other party and provided that the relevant
Termination Event is then continuing, designate a day not earlier than the day
such notice is effective as an Early Termination Date in respect of all Affected
Transactions.

(c)    EFFECT OF DESIGNATION.

       (i)    If notice designating an Early Termination Date is given under
       Section 6(a) or (b), the Early Termination Date will occur on the date so
       designated, whether or not the relevant Event of Default or Termination
       Event is then continuing.

       (ii)   Upon the occurrence or effective designation of an Early
       Termination Date, no further payments or deliveries under Section 2(a)(i)
       or 2(e) in respect of the Terminated Transactions will be required to be
       made, but without prejudice to the other provisions of this Agreement.
       The amount, if any, payable in respect of an Early Termination Date shall
       be determined pursuant to Section 6(e).

(d)    CALCULATIONS.

       (i)    STATEMENT. On or as soon as reasonably practicable following the
       occurrence of an Early Termination Date, each party will make the
       calculations on its part, if any,

                                       11                          ISDA (R) 1992
<Page>

       contemplated by Section 6(e) and will provide to the other party a
       statement (1) showing, in reasonable detail, such calculations (including
       all relevant quotations and specifying any amount payable under
       Section 6(e)) and (2) giving details of the relevant account to which any
       amount payable to it is to be paid. In the absence of written
       confirmation from the source of a quotation obtained in determining a
       Market Quotation, the records of the party obtaining such quotation will
       be conclusive evidence of the existence and accuracy of such quotation.

       (ii)   PAYMENT DATE. An amount calculated as being due in respect of any
       Early Termination Date under Section 6(e) will be payable on the day that
       notice of the amount payable is effective (in the case of an Early
       Termination Date which is designated or occurs as a result of an Event of
       Default) and on the day which is two Local Business Days after the day on
       which notice of the amount payable is effective (in the case of an Early
       Termination Date which is designated as a result of a Termination Event).
       Such amount will be paid together with (to the extent permitted under
       applicable law) interest thereon (before as well as after judgment) in
       the Termination Currency, from (and including) the relevant Early
       Termination Date to (but excluding) the date such amount is paid, at the
       Applicable Rate. Such interest will be calculated on the basis of daily
       compounding and the actual number of days elapsed.

(e)    PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

       (i)    EVENTS OF DEFAULT. If the Early Termination Date results from an
       Event of Default:--

              (1)    FIRST METHOD AND MARKET QUOTATION. If the First Method and
              Market Quotation apply, the Defaulting Party will pay to the
              Non-defaulting Party the excess, if a positive number, of (A) the
              sum of the Settlement Amount (determined by the Non-defaulting
              Party) in respect of the Terminated Transactions and the
              Termination Currency Equivalent of the Unpaid Amounts owing to the
              Non-defaulting Party over (B) the Termination Currency Equivalent
              of the Unpaid Amounts owing to the Defaulting Party.

              (2)    FIRST METHOD AND LOSS. If the First Method and Loss apply,
              the Defaulting Party will pay to the Non-defaulting Party, if a
              positive number, the Non-defaulting Party's Loss in respect of
              this Agreement.

              (3)    SECOND METHOD AND MARKET QUOTATION. If the Second Method
              and Market Quotation apply, an amount will be payable equal to (A)
              the sum of the Settlement Amount (determined by the Non-defaulting
              Party) in respect of the Terminated Transactions and the
              Termination Currency Equivalent of the Unpaid

                                       12                          ISDA (R) 1992
<Page>

              Amounts owing to the Non-defaulting Party less (B) the Termination
              Currency Equivalent of the Unpaid Amounts owing to the Defaulting
              Party. If that amount is a positive number, the Defaulting Party
              will pay it to the Non-defaulting Party; if it is a negative
              number, the Non-defaulting Party will pay the absolute value of
              that amount to the Defaulting Party.

              (4)    SECOND METHOD AND LOSS. If the Second Method and Loss
              apply, an amount will be payable equal to the Non-defaulting
              Party's Loss in respect of this Agreement. If that amount is a
              positive number, the Defaulting Party will pay it to the
              Non-defaulting Party; if it is a negative number, the
              Non-defaulting Party will pay the absolute value of that amount to
              the Defaulting Party.

       (ii)   TERMINATION EVENTS. If the Early Termination Date results from a
       Termination Event:--

              (1)    ONE AFFECTED PARTY. If there is one Affected Party, the
              amount payable will be determined in accordance with
              Section 6(e)(i)(3), if Market Quotation applies, or Section
              6(e)(i)(4), if Loss applies, except that, in either case,
              references to the Defaulting Party and to the Non-defaulting Party
              will be deemed to be references to the Affected Party and the
              party which is not the Affected Party, respectively, and, if Loss
              applies and fewer than all the Transactions are being terminated,
              Loss shall be calculated in respect of all Terminated
              Transactions.

              (2)    TWO AFFECTED PARTIES. If there are two Affected Parties:--

                     (A)    if Market Quotation applies, each party will
                     determine a Settlement Amount in respect of the Terminated
                     Transactions, and an amount will be payable equal to (I)
                     the sum of (a) one-half of the difference between the
                     Settlement Amount of the party with the higher Settlement
                     Amount ("X") and the Settlement Amount of the party with
                     the lower Settlement Amount ("Y") and (b) the Termination
                     Currency Equivalent of the Unpaid Amounts owing to X less
                     (II) the Termination Currency Equivalent of the Unpaid
                     Amounts owing to Y; and

                     (B)    if Loss applies, each party will determine its Loss
                     in respect of this Agreement (or, if fewer than all the
                     Transactions are being terminated, in respect of all
                     Terminated Transactions) and an amount will be payable
                     equal to one-half of the difference between the Loss of the
                     party with the higher Loss ("X") and the Loss of the party
                     with the lower Loss ("Y").

              If the amount payable is a positive number, Y will pay it to X; if
              it is a negative number, X will pay the absolute value of that
              amount to Y.

       (iii)  ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
       Termination Date occurs because "Automatic Early Termination" applies in
       respect of a party, the amount determined under this Section 6(e) will be
       subject to such adjustments as are appropriate and permitted by law to
       reflect any payments or deliveries made by one party to the other under
       this Agreement (and retained by such other party) during the period from
       the

                                       13                          ISDA (R) 1992
<Page>

       relevant Early Termination Date to the date for payment determined under
       Section 6(d)(ii).

       (iv)   PRE-ESTIMATE. The parties agree that if Market Quotation applies
       an amount recoverable under this Section 6(e) is a reasonable
       pre-estimate of loss and not a penalty. Such amount is payable for the
       loss of bargain and the loss of protection against future risks and
       except as otherwise provided in this Agreement neither party will be
       entitled to recover any additional damages as a consequence of such
       losses.

7.     TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that: --

(a)    a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)    a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.     CONTRACTUAL CURRENCY

(a)    PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)    JUDGMENTS. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant

                                       14                          ISDA (R) 1992
<Page>

to the judgment or order, will be entitled to receive immediately from the other
party the amount of any shortfall of the Contractual Currency received by such
party as a consequence of sums paid in such other currency and will refund
promptly to the other party any excess of the Contractual Currency received by
such party as a consequence of sums paid in such other currency if such
shortfall or such excess arises or results from any variation between the rate
of exchange at which the Contractual Currency is converted into the currency of
the judgment or order for the purposes of such judgment or order and the rate of
exchange at which such party is able, acting in a reasonable manner and in good
faith in converting the currency received into the Contractual Currency, to
purchase the Contractual Currency with the amount of the currency of the
judgment or order actually received by such party. The term "rate of exchange"
includes, without limitation, any premiums and costs of exchange payable in
connection with the purchase of or conversion into the Contractual Currency.

(c)    SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)    EVIDENCE OF LOSS. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.

9.     MISCELLANEOUS

(a)    ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)    AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)    SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)    REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)    COUNTERPARTS AND CONFIRMATIONS.

       (i)    This Agreement (and each amendment, modification and waiver in
       respect of it) may be executed and delivered in counterparts (including
       by facsimile transmission), each of which will be deemed an original.

                                       15                          ISDA (R) 1992
<Page>

       (ii)   The parties intend that they are legally bound by the terms of
       each Transaction from the moment they agree to those terms (whether
       orally or otherwise). A Confirmation shall he entered into as soon as
       practicable and may he executed and delivered in counterparts (including
       by facsimile transmission) or be created by an exchange of telexes or by
       an exchange of electronic messages on an electronic messaging system,
       which in each case will be sufficient for all purposes to evidence a
       binding supplement to this Agreement. The parties will specify therein or
       through another effective means that any such counterpart, telex or
       electronic message constitutes a Confirmation.

(f)    NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)    HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.    OFFICES; MULTIBRANCH PARTIES

(a)    If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be
repeated by such party on each date on which a Transaction is entered into.

(b)    Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)    If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.    EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

                                       16                          ISDA (R) 1992
<Page>

12.    NOTICES

(a)    EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

       (i)    if in writing and delivered in person or by courier, on the date
       it is delivered;

       (ii)   if sent by telex, on the date the recipient's answerback is
       received;

       (iii)  if sent by facsimile transmission, on the date that transmission
       is received by a responsible employee of the recipient in legible form
       (it being agreed that the burden of proving receipt will be on the sender
       and will not be met by a transmission report generated by the sender's
       facsimile machine);

       (iv)   if sent by certified or registered mail (airmail, if overseas) or
       the equivalent (return receipt requested), on the date that mail is
       delivered or its delivery is attempted; or

       (v)    if sent by electronic messaging system, on the date that
       electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)    CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.    GOVERNING LAW AND JURISDICTION

(a)    GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)    JURISDICTION. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

       (i)    submits to the jurisdiction of the English courts, if this
       Agreement is expressed to be governed by English law, or to the
       non-exclusive jurisdiction of the courts of the State of New York and the
       United States District Court located in the Borough of Manhattan in New
       York City, if this Agreement is expressed to be governed by the laws of
       the State of New York; and

       (ii)   waives any objection which it may have at any time to the laying
       of venue of any Proceedings brought in any such court, waives any claim
       that such Proceedings have

                                       17                          ISDA (R) 1992
<Page>

       been brought in an inconvenient forum and further waives the right to
       object, with respect to such Proceedings, that such court does not have
       any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)    SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

(d)    WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.    DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:--

                                       18                          ISDA (R) 1992
<Page>

(a)    in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)    in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c)    in respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)    in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with
Section 6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction,

                                       19                          ISDA (R) 1992
<Page>

but excluding a connection arising solely from such recipient or related person
having executed, delivered, performed its obligations or received a payment
under, or enforced, this Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each

                                       20                          ISDA (R) 1992
<Page>

applicable condition precedent) by the parties under Section 2(a)(i) in respect
of such Terminated Transaction or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been
required after that date. For this purpose, Unpaid Amounts in respect of the
Terminated Transaction or group of Terminated Transactions are to be excluded
but, without limitation, any payment or delivery that would, but for the
relevant Early Termination Date, have been required (assuming satisfaction of
each applicable condition precedent) after that Early Termination Date is to be
included. The Replacement Transaction would be subject to such documentation as
such party and the Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e), and, if each party is
so obliged, after consultation with the other. If more than three quotations are
provided, the Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest values. If
exactly three such quotations are provided, the Market Quotation will be the
quotation remaining after disregarding the highest and lowest quotations. For
this purpose, if more than one quotation has the same highest value or lowest
value, then one of such quotations shall be disregarded. If fewer than three
quotations are provided, it will be deemed that the Market Quotation in respect
of such Terminated Transaction or group of Terminated Transactions cannot be
determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

                                       21                          ISDA (R) 1992
<Page>

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of: --

(a)    the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)    such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meanings specified in the Schedule.

"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

                                       22                          ISDA (R) 1992
<Page>

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the

                                       23                          ISDA (R) 1992
<Page>

Termination Currency Equivalents of the fair market values reasonably determined
by both parties.

                                       24                          ISDA (R) 1992
<Page>

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.


CITIBANK, N.A.                                GOLD BANC CORPORATION, INC.



By:  /s/ Linda r. Cook                        By: /s/ Rick J. Tremblay
     ------------------------------------         ---------------------------
     Name:  Linda Cook                            Name:  Rick J. Tremblay
     Title: Vice President                        Title: Exec VP-CFO
     Date:                                        Date:  8-22-02
            Citibank, N.A.
            250 West Street/10th Floor
            New York, New York 10013

                                       25                          ISDA (R) 1992
<Page>

MULTICURRENCY-CROSS BORDER                                        Execution Copy
                                                          Reference No. CB04-197


                                    SCHEDULE

                                     to the

                              ISDA Master Agreement

                          dated as of August 14, 2002,

                                     between

                                 CITIBANK, N.A,
              a national banking association organized and existing
                       under the laws of the United States
                                   ("Party A")

                                       and

                          GOLD BANC CORPORATION, INC.,
                      a corporation organized and existing
                      under the laws of the State of Kansas
                                   ("Party B")


                                     Part 1

                             Termination Provisions

In this Agreement:

              (a) "SPECIFIED ENTITY" means for the purpose of Section 5(a)(v) of
this Agreement, (i) in relation to Party A, Salomon Brothers International
Limited, Salomon Brothers AG, Salomon Smith Barney Inc., Salomon Forex Inc,
Smith Barney Commercial Corporation, Citicorp Securities Services, Inc., and
Salomon Brothers Holding Company Inc (individually a "Section 5(a)(v)
Affiliate"), and (ii) in relation to Party B, any Affiliate of Party B.

              (b) "SPECIFIED TRANSACTION" will have the meaning specified in
Section 14 of this Agreement. For purposes of clause (c) of such definition,
Specified Transaction includes any securities lending agreement, securities
options, margin loans, short sales, repurchase agreement, reverse repurchase
agreement and forward securities contract, and any other similar transaction now
existing or hereafter entered into between Party A (or any Section 5(a)(v)
Affiliate) and Party B (or any Affiliate of Party B).

                                       26                          ISDA (R) 1992
<Page>

              (c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) will apply
to Party A and will apply to Party B.

              For purposes of Section 5(a)(vi), the following provisions apply:

              "SPECIFIED INDEBTEDNESS" means, instead of the definition thereof
              in Section 14 of this Agreement, any obligation (whether present
              or future, contingent or otherwise, as principal or surety or
              otherwise) in respect of (i) borrowed money, or (ii) any
              transaction with any party of the type referred to in
              subparagraphs (a), (b) or (c) of the definition of Specified
              Transaction.

              For the purpose of Section 5(a)(vi)(1):

                            (a) Any reference to Specified Indebtedness
                     becoming, or becoming capable of being declared, due and
                     payable shall in the case of Specified Indebtedness which
                     is a Transaction with any party of the type referred to in
                     subparagraphs (a), (b) or (c) of the definition of
                     Specified Transaction, be deemed to be a reference to
                     Specified Indebtedness being, or becoming capable of being,
                     terminated, liquidated, accelerated or cancelled by reason
                     of a default, event of default or similar condition or
                     event (however described) in respect of such party to a
                     Transaction; and

                            (b) in determining the amount to be included in
                     "Threshold Amount" with respect to Specified Indebtedness
                     which is a Transaction with any party of the type referred
                     to in subparagraphs (a), (b) or (c) of the definition of
                     Specified Transaction, the termination or settlement value
                     of such Transaction (whether or not such termination or
                     settlement amount represents an amount paid to or by such
                     applicable party, Credit Support Provider or applicable
                     Specified Entity) shall be used or, if it is not available,
                     the Non-defaulting Party shall determine the settlement
                     amount or termination value of such Transaction in good
                     faith on the basis of the information available to it.

                            (c) for the avoidance of doubt, in determining an
                     aggregate amount to be included in "Threshold Amount" for
                     purposes of this Section 5(a)(vi) a party may aggregate
                     Threshold Amounts across (x) multiple agreements covering
                     Specified Indebtedness in respect of (i) above and/or (y)
                     multiple agreements covering Specified Indebtedness of a
                     type referred to in clause (ii) above. Notwithstanding the
                     foregoing (and for purposes of determining whether a
                     Threshold Amount has been satisfied) a party may not
                     aggregate amounts relating to agreements covering Specified
                     Indebtedness in respect of clause (i) above with any
                     amounts relating to Specified Indebtedness of a type
                     referred to in clause (ii) above (irrespective of whether
                     such amounts shall have been aggregated as permitted
                     pursuant to this clause (c)); and

                                       27                          ISDA (R) 1992
<Page>

                            (d) If at any time the amount to be included in
                     Specified Indebtedness with regard to (ii) above shall be
                     negative, the relevant amount for purposes of aggregating
                     such indebtedness with other Specified Indebtedness shall
                     be the absolute value of such negative amount.

              "THRESHOLD AMOUNT" means

              (A)    with respect to Specified Indebtedness in respect of
                     borrowed money:

                     (i) with respect to Party A, 2% of the stockholders' equity
                     of Party A.; and
                     (ii) with respect to Party B, 2% of the stockholders'
                     equity of Party B; and

              (B)    with respect to Specified Indebtedness which is a
                     transaction referred to in subparagraphs (a), (b) or (c) of
                     the definition of Specified Transaction:

                     (i) with respect to Party A, $50,000,000; and
                     (ii) with respect to Party B, $5,000,000.

              Including, in the case of (A) and (B) above, the U.S. Dollar
              equivalent on the date of any event of default of any obligation
              stated in any other currency.

              For purposes of the above, stockholders' equity shall be
              determined by reference to the relevant party's most recent
              consolidated (quarterly, in the case of a U.S. incorporated party)
              balance sheet and shall include, in the case of a U.S.
              incorporated party, legal capital, paid-in capital, retained
              earnings and cumulative translation adjustments. Such balance
              sheet shall be prepared in accordance with accounting principles
              that are generally accepted in such party's country of
              organization.

              (d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv)
of this Agreement will apply to Party A and will apply to Party B.

For purposes of this Agreement Section 5(b)(iv) is hereby amended by:

       (i) inserting after the phrase "Section 5(a)(viii)" on line 4 thereof the
       phrase "or any person or entity acquires directly or indirectly the
       beneficial ownership of equity securities having the power to elect a
       majority of the Board of Directors or other managing body of X, any
       Credit Support Provider of X or any applicable Specified Entity of X "

                                       28                          ISDA (R) 1992
<Page>

              (e) The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a)
will not apply to Party A and will not apply to Party B.

              (f) For the purpose of the "PAYMENTS ON EARLY TERMINATION"
provisions of Section 6(e):

                     (i) The Second Method will apply; and
                     (ii) Market Quotation will apply.

              (g) "TERMINATION CURRENCY" means United States Dollars.

              (h) "ADDITIONAL TERMINATION EVENT" will apply. Section 5(b) of the
Agreement is modified by adding at the end thereof the following subsection
(vi):

              (vi)   IMPOSSIBILITY. Due to the occurrence of a natural or
              man-made disaster, armed conflict, act of terrorism, riot, labor
              disruption or any other circumstance beyond its control after the
              date on which a Transaction is entered into, it becomes impossible
              (other than as a result of its own misconduct) for such a party:

                     (1)    to perform any absolute or contingent obligation, to
                     make a payment or delivery or to receive a payment or
                     delivery in respect of such Transaction or to comply with
                     any other material provision of this Agreement relating to
                     such Transaction; or

                     (2)    to perform, or for any Credit Support Provider of
                     such party to perform, any contingent or other obligation
                     which the party (or such Credit Support Provider) has under
                     any Credit Support Document relating to such Transaction.

              For the purposes of Section 6, both parties shall be Affected
              Parties. An Impossibility shall be treated as an Illegality for
              purposes of Section 5(c) of the Agreement. The definition of
              "Affected Transactions" in Section 14 of the Agreement is hereby
              amended by inserting "Impossibility," immediately after "an
              Illegality,".

              (vii) WELL CAPITALIZED. It shall constitute an Additional
              Termination Event, Party B shall be the Affected Party and Party A
              shall be the party entitled to designate an Early Termination Date
              and determine the Settlement Amount, at anytime, Party B shall
              cease to be "well capitalized" in accordance with the regulations
              promulgated by the Federal Reserve Board.

              (viii) WHOLLY-OWNED SUBSIDIARY. It shall constitute an Additional
              Termination Event, Party B shall be the Affected Party and Party A
              shall be the party entitled to designate an Early Termination Date
              and determine the Settlement Amount, if, at anytime, Party B
              ceases to own, directly or indirectly, all of the outstanding
              capital stock of Gold Bank, a Kansas State chartered bank.

                                       29                          ISDA (R) 1992
<Page>

              (j) FAILURE TO PAY OR DELIVER; SECTION 5(a)(i). The provisions of
Section 5(a)(i) of the Agreement are hereby amended to delete on line 3 the word
"third" and to insert in lieu thereof the word "second".

                                  (i)   Part 2

                               Tax Representations

              (a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party A will make the following representation and Party B will make
the following representation:

It is not required by any applicable law, as modified by the practice of any
relevant governmental revenue authority, of any Relevant Jurisdiction to make
any deduction or withholding for or on account of any Tax from any payment
(other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
be made by it to the other party under this Agreement. In making this
representation, it may rely on (i) the accuracy of any representations made by
the other party pursuant to Section 3(f) of this Agreement, (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
Agreement and the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii)
the satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement, provided that it shall not be a breach of this representation
where reliance is placed on clause (ii) and the other party does not deliver a
form or documents under Section 4(a)(iii) by reason of material prejudice to its
legal or commercial position.

              (b) PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of the
Agreement, Party A and Party B make the representations specified below, if any:

       The following representation will apply to Party A and Party B:

       The following representation will apply to Party A:

       It is a national banking association organized under the laws of the
       United States and its U.S. taxpayer identification number is 13-5266470.

       The following representation will apply to Party B:

       It is a corporation created or organized in the United States or under
       the laws of the United States or of any State and its U.S. taxpayer
       identification number is 48-1008593.
       (ii)

       (iii)

       (iv)

                                       30                          ISDA (R) 1992
<Page>

                                 (v)   Part 3

                         Agreement to Deliver Documents

               For the purpose of Section 4(a) of this Agreement:

       I. Tax forms, documents or certificates to be delivered are:
<Table>
<Caption>
 Party required to         Form/Document/              Date by which to
  Deliver document          Certificate                  be delivered
-----------------------  -------------------  ---------------------------------
<S>                      <C>                  <C>
(i) Party A and Party B     IRS Form  W-9     Promptly upon execution of this
                                              Agreement; and promptly upon
                                              learning that any form previously
                                              provided has become obsolete or
                                              incorrect.
</Table>
       II. Other documents to be delivered are:
<Table>
<Caption>
Party required
to deliver          Form/Document/         Date by which to       Covered by
document            Certificate            Be delivered           Section 3(d)
------------------  ---------------------  ---------------------  ------------
<S>                 <C>                    <C>                    <C>
(a) Party A and     Evidence reasonably    As soon as             Yes
    Party B         satisfactory to the    practicable after
                    other party of the     execution of this
                    (i) authority of       Agreement and, if
                    such party to enter    requested by the
                    into the Agreement     other party, as soon
                    and any Transactions   as practicable after
                    and (ii) the           execution of any
                    authority and          Confirmation of any
                    genuine signature of   other Transaction.
                    the individual
                    signing the
                    Agreement and any
                    confirmation on
                    behalf of such party
                    to execute the same.
</Table>
                                       31                          ISDA (R) 1992
<Page>

<Table>
<S>                 <C>                    <C>                    <C>
(b) Party A and     The party's Annual     As soon as available   Yes
    Party B         Report containing      and in any event
                    audited consolidated   within 120 days (or
                    financial statements   as soon as
                    certified by           practicable after
                    independent            becoming publicly
                    certified public       available) after the
                    accountants for each   end of each of its
                    fiscal year,           fiscal years.
                    provided that, with
                    respect to Party A,
                    its Annual Report
                    can be obtained at
                    www.citigroup.com,
                    and shall therefore
                    only be provided
                    upon request.
</Table>
                                       32                          ISDA (R) 1992
<Page>
<Table>
<Caption>
Party required
  to deliver          Form/Document/         Date by which to      Covered by
   document            Certificate             be delivered       Section 3(d)
------------------  ---------------------  ---------------------  -------------
<S>                 <C>                    <C>                    <C>
(c) Party A and     The party's            As soon as available   (A) Yes
    Party B         unaudited              and in any event
                    consolidated           within 60 days (or
                    financial              as soon as
                    statements, the        practicable after
                    consolidated balance   becoming publicly
                    sheet and related      available) after the
                    statements of income   end of each of its
                    for each fiscal        fiscal quarters
                    quarter except for     except for the
                    the fourth quarter     fourth quarter when
                    when annual            annual financials
                    financials are         are provided.
                    provided. With
                    respect to Party A,
                    its quarterly
                    financial statement
                    can be obtained at
                    www.citigroup.com,
                    and shall therefore
                    only be provided
                    upon request.

(d) Party A and     A duly executed copy   upon execution of      (B) No
    Party B         of the Credit          this Agreement;
                    Support Document
                    specified in Part
                    4(g) of this
                    Schedule.
</Table>
                                       33                          ISDA (R) 1992
<Page>

                                     Part 4

                                  Miscellaneous

              (a) ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of
this Agreement:

ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY A:

Address:      250 West Street
              10th  Floor
              New York, New York  10013

Attention:    Director Derivatives Operations

Facsimile No.: 212-723-2966

(For all purposes)

In addition, in the case of notices or communications relating to Section 5, 6,
11 or 13 of this Agreement, a second copy of any such notice or communication
shall be addressed to the attention of Party A's legal department as follows:

Address:      Legal Department
              77 Water Street
              9th Floor
              New York, New York  10004

(e) Attention:    Department Head


Facsimile No.: 212 657 1452

                                       34                          ISDA (R) 1992
<Page>

ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY B:

Address:        11301 Nall, Leawood Kansas 66211

Attention:      Chief Financial Officer

Facsimile No:   913-451-8004

With an additional copy (when the notice involves a Termination Event, Event of
Default, an Amendment to the Schedule, any Confirmation or any Credit Support
Document, or any tax withholding, tax indemnification, service of process or
proposed transfer of Party A) to:

Michael W. Lochmann
Stinson Morrison Hecker LLP
2600 Grand Boulevard
Kansas City, Missouri 64108

Telephone: 816-691-2600
Facsimile: 816-474-4208

              (b)    EFFECTIVENESS OF NOTICE. Section 12(a) is hereby amended by
deleting the words "facsimile transmission or" in line 3 thereof.

              (c)    PROCESS AGENT. For the purpose of Section 13(c) of this
Agreement:

                     Party B appoints as its Process Agent: NOT APPLICABLE

                     Party A appoints as its Process Agent: NOT APPLICABLE

              (d)    OFFICES. The provisions of Section 10(a) will apply to this
Agreement.

              (e)    MULTIBRANCH PARTY. For the purpose of Section 10(c) of this
Agreement:

                     Party A is a Multibranch Party and may act through any of
              the following offices: New York, London and Tokyo.

                     Party B is not a Multibranch Party.

              (f)    CALCULATION AGENT. The Calculation Agent will be Party A
unless otherwise specified in a Confirmation in reference to the relevant
Transaction; provided, however, in the event Party A is a defaulting party,
Party B shall select an unaffiliated leading dealer in the relevant market to
act as the calculation agent.

                                       35                          ISDA (R) 1992
<Page>

              (g)    CREDIT SUPPORT DOCUMENT. With respect to this Agreement,
"Credit Support Document" means the ISDA Credit Support Annex annexed hereto and
dated as of the date hereof between Party A and Party B

              (h)    CREDIT SUPPORT PROVIDER. Not applicable.

              (i)    GOVERNING LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.

              (j)    JURISDICTION. Section 13(b)(i) of the Agreement is hereby
amended by (i) deleting in line 2 thereof the word "non-" and (ii) deleting the
final paragraph thereof. The following shall be added at the end of Section
13(b): "Nothing in this provision shall prohibit a party from bringing an action
to enforce a money judgment in any other jurisdiction."

              (k)    "AFFILIATE" will have the meaning specified in Section 14
of this Agreement.

              (l)    "NETTING OF PAYMENTS" Either party may notify the other in
writing, not less than one Local Business Day in advance of a Scheduled Payment
Date, that with regard to payments due on that date, subparagraph (ii) of
Section 2(c) of this Agreement will not apply. Except to the extent that such
advance written notice shall have been given, Subparagraph (ii) of Section 2(c)
of this Agreement will apply.

                                     Part 5

                                Other Provisions

(a) SET-OFF. Section 6 of the Agreement is amended by adding the following new
subsection 6(f):

       (f) In addition to any rights of set-off a party may have as a matter of
       law or otherwise, upon the occurrence of an Event of Default with respect
       to a party ("X") the other party ("Y") will have the right (but will not
       be obliged) without prior notice to X or any other person to set-off any
       obligation of X owing to Y (whether or not arising under this Agreement,
       whether or not matured, whether or not contingent and regardless of the
       currency, place of payment or booking office of the obligation) against
       any obligation of Y owing to X (whether or not arising under this
       Agreement, whether or not matured, whether or not contingent and
       regardless of the currency, place of payment or booking office of the
       obligation).

       For the purpose of cross-currency set-off, Y may convert any obligation
       to another currency at a market rate determined by Y.

                                       36                          ISDA (R) 1992
<Page>

       If an obligation is unascertained, Y may in good faith estimate that
       obligation and set-off in respect of the estimate, subject to the
       relevant party accounting to the other when the obligation is
       ascertained.

       Nothing in this provision will be deemed to create a charge or other
       security interest.

              (b) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT.

              (c) SEVERABILITY. In the event that any one or more of the
provisions contained in this Agreement should be held invalid, illegal, or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or
impaired thereby. The parties shall endeavor, in good faith negotiations, to
replace the invalid, illegal or unenforceable provisions with valid provisions,
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

              (d) NETTING. In the event that any Terminated Transaction cannot
be aggregated and netted against all other Terminated Transactions under
Section 6(e) of the Agreement, such excluded Terminated Transactions shall be
aggregated and netted amongst themselves to the fullest extent permitted by law.

              (e) ADDITIONAL REPRESENTATIONS. For purposes of Section 3 of this
Agreement, the following shall be added, immediately following paragraph (f)
thereof:

              "(g) NO RELIANCE. It is acting for its own account, and it has
              made its own independent decisions to enter into that Transaction
              and as to whether that Transaction is appropriate or proper for it
              based upon its own judgment and upon advice from such advisors as
              it has deemed necessary. It is not relying on any communication
              (written or oral) of the other party as investment advice or as a
              recommendation to enter into that Transaction; it being understood
              that information and explanations related to the terms and
              conditions of a Transaction shall not be considered investment
              advice or a recommendation to enter into that Transaction. It has
              not received from the other party any assurance or guarantee as to
              the expected results of that Transaction.

              (h) EVALUATION AND UNDERSTANDING. It is capable of evaluating and
              understanding (on its own behalf or through independent
              professional advice), and understands and accepts, the terms,
              conditions and risks of that Transaction. It is also capable of
              assuming, and assumes, the financial and other risks of that
              Transaction.

              (i) STATUS OF PARTIES. The other party is not acting as a
              fiduciary or an advisor for it in respect of that Transaction.

                                       37                          ISDA (R) 1992
<Page>

              (j) NO AGENCY. It is entering into this Agreement and each
              Transaction as principal and not as agent.

              (k) RISK MANAGEMENT. Party B alone represents that this Agreement
              has been, and each Transaction hereunder has been or will be, as
              the case may be, entered into for the purpose of managing its
              borrowings or investments, hedging its underlying assets or
              liabilities or in connection with its line of business (including
              financial intermediation services) and not for the purpose of
              speculation.

              (l) ELIGIBLE CONTRACT PARTICIPANT. (a) It is an "eligible contract
              participant" within the meaning of Section 1(a)(12) of the
              Commodity Exchange Act, as amended (the "CEA"), (b) this Agreement
              and each Transaction is subject to individual negotiation by each
              party, and (c) neither this Agreement nor any Transaction will be
              executed or traded on a "trading facility" within the meaning of
              Section 1a(33) of the CEA.

              (f) CONFIRMATION PROCEDURES. For each Transaction that Party A and
Party B enter hereunder, Party A shall promptly send to Party B a Confirmation
setting forth the terms of such Transaction. Party B shall execute and return
the Confirmation to Party A or request correction of any error within five
Business Days of receipt. Failure of Party B to respond within such period shall
not affect the validity or enforceability of such Transaction and shall be
deemed to be an affirmation and acceptance of such terms.

              (g) ESCROW PAYMENTS. If by reason of the time difference between
the cities in which payments are to be made, it is not possible for simultaneous
payments to be made on any date on which both parties are required to make
payments hereunder, either party may at is option and in its sole discretion
notify the other party that payments on that date are to be made in escrow. In
this case the deposit of the payment due earlier on that date shall be made by
2:00 p.m. (local time at the place for the earlier payment) on that date with an
escrow agent selected by the party giving the notice, accompanied by irrevocable
payment instructions (i) to release the deposited payment to the intended
recipient upon receipt by the escrow agent of the required deposit of the
corresponding payment from the other party on the same date accompanied by the
irrevocable payment instructions to the same effect or (ii) if the required
deposit of the corresponding payment is not made on that same date, to return
the payment deposited to the party that paid it into escrow. The party that
elects to have payments made in escrow shall pay the costs of the escrow
arrangements and shall cause those arrangements to provide that the intended
recipient of the payment due to be deposited first shall be entitled to interest
on that deposited payment for each day in the period of its deposit at the rate
offered by the escrow agent for that day for overnight deposits in the relevant
currency in the office where it holds that deposited payment (at 11:00 am. local
time on that day) if that payment is not released by 5:00 p.m. on the date it is
deposited for any reason other than the intended recipients' failure to make the
escrow deposit it is required to make hereunder in a timely fashion.

                                       38                          ISDA (R) 1992
<Page>

              (h) NOTICE OF EVENTS OF DEFAULT. Each party agrees, upon learning
of the occurrence of any event or commencement of any condition that constitutes
(or that with the giving of notice or passage of time or both would constitute)
an Event of Default or Termination Event with respect to such party, promptly to
give the other party notice of such event or condition (or, in lieu of giving
notice of such event or condition in the case of an event or condition that with
the giving of notice or passage of time or both would constitute an Event of
Default or Termination Event with respect to the party, to cause such event or
condition to cease to exist before becoming an Event of Default or Termination
Event).

              (i) RECORDING OF CONVERSATIONS. Each party hereto consents to the
recording of its telephone conversations pursuant to this Agreement. To the
extent that one party records telephone conversations (the "Recording Party")
and the other party does not (the "Non-Recording Party"), the Recording Party
shall, in the event of any dispute, make a complete and unedited copy of such
party's tape of the entire day's conversations with the Non-Recording Party's
personnel available to the Non-Recording Party. The Recording Party's tapes may
be used by either party in any forum in which a dispute is sought to be resolved
and the Recording Party will retain tapes for a consistent period of time in
accordance with the Recording Party's policy unless one party notifies the other
that a particular transaction is under review and warrants further retention.

              (j) LIMITATION OF LIABILITY. No party shall be required to pay or
be liable to the other party for any consequential, indirect or punitive
damages, opportunity costs or lost profits (whether or not arising from its
negligence).

              (l) TERMINATION. At any time when there are no Transactions
outstanding hereunder and no Unpaid Amounts outstanding, either party may give
notice in writing to the other party of the cancellation of this Agreement
effective immediately or at such time as is specified in such notice.

IN WITNESS WHEREOF the parties have executed this document with effect from the
date specified on the first page of this document.


CITIBANK, N.A..                                      GOLD BANC CORPORATION, INC.


By: /s/ Linda R. Cook                           By:  /s/ Rick J. Tremblay
   ------------------------------                  -----------------------------

   Print Name: Linda Cook                          Print Name: Rick J. Tremblay

   Title:  Vice President                          Title:  Executive VP-CFO
           Citibank, N.A.
           250 West Street/10th Floor
           New York, New York 10013

                                       39                          ISDA (R) 1992

</TEXT>
</DOCUMENT>
