HARRY HUGHES,

Governor

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(III)  THE PROPOSED NOTICE TO MEMBERS OF THE
MEETING TO CONSIDER CONVERSION, AND THE TIME AND MANNER IN
WHICH NOTICE WILL BE GIVEN;

(IV)   THE PROPOSED PROXY STATEMENT; AND

(V)    THE PROPOSED PLAN OF CONVERSION.

(C)    THE PROPOSED PLAN OF CONVERSION SHALL PROVIDE:

(1)    THAT EACH SAVINGS ACCOUNT HOLDER WILL
RECEIVE A WITHDRAWABLE ACCOUNT IN THE CONVERTED GUARANTY
STOCK ASSOCIATION EQUAL IN AMOUNT TO THE WITHDRAWABLE
ACCOUNT IN THE MUTUAL ASSOCIATION;

(2)    THAT THE SAVINGS ACCOUNTS WILL REMAIN
INSURED;

(3)    THAT EACH SAVINGS ACCOUNT HOLDER SHALL
RECEIVE, WITHOUT PAYMENT, NONTRANSFERABLE SUBSCRIPTION
RIGHTS TO SUBSCRIBE ON A PRO RATA BASIS TO HIS INTEREST IN
THE MUTUAL ASSOCIATION TO STOCK IN THE CONVERTED GUARANTY
STOCK ASSOCIATION, PROVIDED, FRACTIONAL SHARES SHALL NOT BE
REQUIRED TO BE ISSUED;

(4)    THAT THE CONVERSION TO A GUARANTY STOCK
ASSOCIATION WILL NOT RESULT IN ANY REDUCTION OF THE MUTUAL
ASSOCIATION'S RESERVES AND NET WORTH;

(5)    AN INDEPENDENT EVALUATION OF THE MUTUAL
ASSOCIATION'S PRO FORMA MARKET VALUE AS CONVERTED TO SUPPORT
THE OFFERING OF STOCK TO THE ASSOCIATION'S MEMBERS;

(6)    THE BUSINESS PURPOSES TO BE ACCOMPLISHED BY
THE CONVERSION;

(7)    THE MANNER IN WHICH GUARANTY STOCK IN THE
MUTUAL ASSOCIATION WILL BE SOLD AND DISTRIBUTED; AND

(8)    A STATEMENT THAT GUARANTY STOCK IS NOT
INSURED.

(D)    (1) UPON THE FILING OF AN APPLICATION FOR
CONVERSION, THE DIVISION DIRECTOR SHALL REVIEW THE
APPLICATION AND ISSUE A LETTER OF PRELIMINARY APPROVAL IF HE
FINDS THAT THE PLAN OF CONVERSION IS FAIR TO THE MEMBERS OF
THE MUTUAL ASSOCIATION AND THAT INSURANCE OF ACCOUNTS WILL
REMAIN IN FULL FORCE AND EFFECT SUBSEQUENT TO THE
CONVERSION. IN CONNECTION WITH THIS REVIEW, THE DIVISION
DIRECTOR MAY REQUIRE SUCH CHANGES IN THE MATERIALS SUBMITTED
IN SUPPORT OF THE APPLICATION AS ARE NECESSARY TO INSURE
FULL AND ADEQUATE DISCLOSURE OF ALL MATERIAL FACTORS
RELATING TO THE CONVERSION PRIOR TO ISSUING HIS LETTER OF
PRELIMINARY APPROVAL.