APPOINTMENT OF ADMINISTRATORS
OF
ABI CAPITAL TRUST
The undersigned hereby agrees to serve as an Administrator
of ABI Capital Trust, a Delaware statutory trust, under the
Amended and Restated Trust Agreement, dated July 7, 1998 (the
"Trust Agreement"), by and among the American Bancshares, Inc., a
Florida corporation, as Depositor, Bankers Trust Company, a New
York banking corporation, as Property Trustee, and Bankers Trust
(Delaware), a Delaware banking corporation, as Delaware Trustee,
until the earlier of my death, resignation, or removal, effective
as of, and conditioned upon, the closing of the merger of
American Bancshares, Inc. with and into Gold Banc Acquisition
Corporation XI, Inc., a Kansas corporation ("Acquisition
Subsidiary"), pursuant to the Agreement and Plan of
Reorganization, dated as of September 6, 1999, as amended January
24, 2000, by and among American Bancshares, Inc., Acquisition
Subsidiary, and Gold Banc Corporation, Inc., a Kansas corporation
and parent corporation of Acquisition Subsidiary.
All Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the
Trust Agreement.
Dated March 20, 2000.
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
