TAX SHARING AGREEMENT

 

                                                                   EXHIBIT 10(e)

                             TAX SHARING AGREEMENT
                             ---------------------

     AGREEMENT made this ____ day of ____________, 19__, by and between Gold
Banc Corporation, Inc., a Kansas corporation ("Bancshares") and _______________,
a Kansas banking corporation ("Bank").

     WHEREAS, Bancshares owns in excess of eighty (80) percent of the issued and
outstanding shares of voting common stock of Bank, the only class of stock that 
Bank is authorized to issue; and

     WHEREAS, Bancshares has become a member of an affiliated group within the 
meaning of Section 1504(c) of the Internal Revenue Code of which Bancshares is 
the common parent corporation (the "Group"); and

     WHEREAS, Bancshares proposed to include Bank in the filing of a 
consolidated federal income tax return; and

     WHEREAS, Bank is willing to be so included in the filing of a consolidated 
federal income tax return, provided that Bancshares is willing to undertake the 
responsibilities regarding the preparation of, filing of and accounting with 
respect to such consolidated federal income tax return; and

     WHEREAS, Bancshares and Bank each desire to compensate the other fully for 
any tax benefits provided by it in the filing of any consolidated federal income
tax return.

     NOW, THEREFORE, in consideration of the premises and the mutual promises 
and undertakings hereinafter provided, Bancshares and Bank hereby agree as 
follows:

     1.   CONSOLIDATED RETURN ELECTION.  Bank agrees to join in the filing of a 
consolidated federal income tax return by Bancshares for the current calendar 
year and for any subsequent taxable periods for which the Group is required if 
Bancshares so elects.  Bank agrees to execute and file such consents and 
Bancshares agrees to execute and file such consents, elections and other 
documents and to take all such other actions as may be necessary or appropriate 
to carry out the purposes of this Agreement.  Any period for which Bank is 
included in a consolidated federal income tax return filed by Bancshares is 
referred to in this Agreement as a "Bank Consolidated Return Year."

     2.   BANK LIABILITY TO BANCSHARES FOR BANK CONSOLIDATED RETURN YEARS.  
Bank agrees to remit Bancshares its prorata share of the total consolidated tax 
liability less applicable credits, estimates and other payments, calculated as 
if it were filing a separate return for the year.  Bank agrees to transfer 
quarterly an amount to Bancshares equal to an amount

of estimated payment based upon a method acceptable by the Internal Revenue
Service which Bank might choose had Bank filed separate Federal income tax
returns in the preceding year. Bancshares further agrees not to receive from
Bank and Bank further agrees not to pay Bancshares any portion of the Bank's
deferred tax account. The quarterly estimated payments and final liability must
be remitted to Bancshares within five days of the Federal due dates for payment.
Any overpayment by Bank of quarterly estimate or year-end liability shall be
refunded to Bank at the time such overpayment is finally determined, upon
receipt of any refunds from the I.R.S. or applied to the next immediate
quarterly payment at the sole election of Bancshares if this is consistent with
the election made to the taxing authority at the consolidated level. Any
repayment or election to apply to the next quarterly estimate shall be made
within a reasonable amount of time and as the Bank would reasonably choose had
it filed a separate return. If Bank's overpayment is in excess of the next
immediate quarterly amount due or any I.R.S. refunds, such excess shall be
refunded to Bank by Bancshares within five days of the date such overpayment is
finally determined.

     The Bank and Bancshares further agree to allocate the surtax exemption,
when applicable, in a reasonable manner according to that entity's proportionate
contribution to taxable income.

     3. BANCSHARES LIABILITY TO BANK FOR BANK CONSOLIDATED RETURN YEARS. If for
any Bank Consolidated Return Year, Bank has a net operating loss that reduces
the consolidated federal tax liability of the Group below the amount that would
have been payable if Bank had not incurred such loss, Bancshares agrees to pay
the full amount of the reduction so computed to Bank within the approximate time
in which the taxing authority would have made a refund. If for any Bank
Consolidated Tax Return Year, Bank has a net operating loss, Bank's loss
carryback will be computed on a separate entity basis. If this separate entity
net operating loss carryback is fully offset by taxable income generated in pre-
consolidation years, Bank will receive all refunds from the Internal Revenue
Service. If this separate entity net operating loss carryback offsets taxable
income generated by Bank in any Bank Consolidated Return Years, Bancshares will
refund the Bank any amounts due even if refunds received from the Internal
Revenue Service are not sufficient to cover the amount due. It is understood and
agreed that in any year when a Bank net operating loss and a consolidated net
net operating loss occur, the Bank's net operating loss is to be carried back
and fully utilized prior to any consolidated net operating loss (Bancshares
loss) carryback. Refund to be paid by Bancshares to Bank will be paid within
five days of receipt of the refund from the taxing authority by Bancshares or if
no refund is to be received, then five days within the time a refund would have
been received if the Bank has filed Separately.

     If, at any time, any unpaid tax benefit exists for more than five days
following the payment s from the taxing authority, an intercompany payable
account should be established by both Bank and Bancshares reducing capital, if
necessary. To the extent possible, this will be done without violating any
provisions of the Federal Reserve Act. Bancshares shall waive all claims

to tax benefits arising prior to this agreement that were not provided for
consistent with this paragraph.

     4. ALTERNATIVE MINIMUM TAX. If for any Bank Consolidated Return Year,
alternative minimum tax (AMT) is incurred, the additional tax will be allocated
between Bancshares and Bank on an equitable and consistent manner. The
allocation method utilized will be based upon the portion of tax preferences,
adjustments, and other items causing the AMT to be applicable at the
consolidated level that are generated by Bancshares and Bank. In no case will
AMT be allocated to Bank if it has not generated tax preference or positive tax
adjustment items. In addition, the AMT allocated to Bank within the consolidated
return group should not exceed the consolidated AMT in any year. Furthermore,
AMT credit carryforward will be allocated to the entity that paid the tax
originally. Allocated AMT credits utilized in any one year will not be greater
than what is utilized on a consolidated basis. AMT credit carryforward will be
utilized in the following year's estimated tax payments if it is reasonable to
assume the credits can be applied.

     AMT net operating losses will be allocated and treated in the same manner
as ordinary net operation losses. Please reference section 3 for a complete
description of the agreement in this area.

     5. TAX ADJUSTMENTS. In the event of any adjustment to the consolidated
federal income tax returns of Bancshares and Bank as filed (whether by reason of
an amended return, claim for refund, or an audit by the Internal Revenue
Service), the liability of Bancshares and Bank under Paragraphs 2 and 3 shall
be redetermined to give effect to any such adjustment as if it had been made as
part of the original computation of tax liability, and any payment thereby
required under paragraphs 2 and 3, by Bancshares to Bank or by Bank to
Bancshares, as the case may be, shall be settled between Bancshares and the Bank
at the same time that the Bank would either have received a refund or been
required to pay additional tax to the Internal Revenue Service on a separate
return basis.

     6. BANCSHARES RESPONSIBILITIES. Bancshares agrees that it will prepare and
maintain all books, records and accounts which are required of Bancshares and
Bank by the Internal Revenue Code and regulations promulgated thereunder to be
prepared or maintained by members of groups filing consolidated federal income
tax returns including, but not limited to, all books, records and accounts with
regard to intercompany transactions and earnings and profits. Bancshares further
agrees that it will prepare and file timely (including any properly obtained
extensions of time) all returns which are required by Bancshares and Bank by the
Internal Revenue Code and regulations promulgated thereunder to be filed by
members of groups filing liabilities for federal income taxes reflected thereon,
provided, however, that quarterly tax estimates established by Bank for the
purpose of paying federal income taxes for any Bank Consolidated Return Year and
any final federal income tax liabilities, computed as though Bank were filing a

separate return for such year, shall be transferred to Bancshares pursuant to 
the provisions of Section 2 herein, permitting Bancshares funds to satisfy any 
federal income taxes for which Bank will be liable.

     7.   BINDING EFFECT.  This Agreement shall be binding on and inure to the 
benefit of any successor, by merger, acquisition of assets or otherwise, to 
either of the parties hereto to the same extent as if such successor had been an
original party to this Agreement.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement this ___ 
day of ________, 19__.

ATTEST:                         By
                                    --------------------------------------------

                                -----------------------, President of Bancshares

                                By
                                    --------------------------------------------

                                -----------------------, Secretary of Bancshares

ATTEST:                         By
                                    --------------------------------------------

                                -----------------------, President of Bank 

Basic Info X:

Name: TAX SHARING AGREEMENT
Type: Tax Sharing Agreement
Date: Sept. 20, 1996
Company: GOLD BANC CORP INC
State: Kansas

Other info:

Organization:

  • Gold Banc Corporation , Inc.
  • Internal Revenue Code of which Bancshares
  • Bank by Bancshares
  • Bank Consolidated Tax Return Year
  • Bank Consolidated Return Years
  • Bancshares to Bank
  • Bank to Bancshares
  • Internal Revenue Service

Location:

  • Kansas

Percent:

  • 80 percent