Exhibit 9(c)
ADDENDUM TO PROXY AGREEMENT/SHAREHOLDER AGREEMENT
THIS ADDENDUM TO PROXY AGREEMENT/SHAREHOLDER AGREEMENT is made and
entered into as of the 10th day of February, 1999, by and among XXXXXXX X.
XXXXXXX ("Xxxxxxx"), XXXXX X. XXXXXXXX ("Xxxxxxxx"), XXXXXXX X. XXXXXX
("Xxxxxx") and THE LIFEBOAT FOUNDATION (the "Foundation").
WITNESSETH:
1. Existing Proxy Agreement/Shareholder Agreement. Xxxxxxx, Xxxxxxxx
and Xxxxxx previously entered into a Proxy Agreement/Shareholder Agreement
regarding certain voting rights in connection with stock owned by Xxxxxxxx and
Xxxxxx, respectively, in Gold Banc Corporation, Inc. The Foundation became a
party thereto as a result of the assignment of shares of stock in Gold Banc
Corporation, Inc. to the Foundation by Xxxxxxxx and the execution of a Consent
and Agreement by the Foundation and Xxxxxxx on May 28, 1997. Such Proxy
Agreement/Shareholder Agreement and such Consent and Agreement are collectively
referred to herein as the "Agreement".
2. Amendment of Section 7 of the Agreement. Section 7 of the Agreement
shall be amended by deleting therefrom the second sentence of such section and
inserting in lieu thereof the following:
Likewise, if at any time during the ten (10) year term from
the Effective Date, Xxxxxxx for any reason ceases to be
Chairman and Chief Executive Officer of the Corporation, then
the proxy rights referenced in Section 2 above shall terminate
concurrent with the date he ceases to serve as Chairman and
Chief Executive Officer of the Corporation, but the rights of
first refusal set forth above shall remain in full force and
effect for the duration of the term of the Agreement.
3. Remainder of Agreement Unchanged. Except as modified herein and
consistent with the terms of such modification, the terms of the Agreement shall
remain in full force and effect and for said purpose the terms thereof are
incorporated herein by reference.
IN WITNESS WHEREOF, the parties hereto set their hands as of the day
and year first above written.
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxx THE LIFEBOAT FOUNDATION
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Xxxxxxx X. Xxxxxx
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Secretary
