+-------+--------------------------------------------------------------+
| ## O  | ###                                                          |
+-------+--------------------------------------------------------------+
| C     |                                                              |
| omptr |                                                              |
| oller |                                                              |
| of    |                                                              |
| the   |                                                              |
| Cur   |                                                              |
| rency |                                                              |
|       |                                                              |
| Adm   |                                                              |
| inist |                                                              |
| rator |                                                              |
| of    |                                                              |
| Nat   |                                                              |
| ional |                                                              |
| Banks |                                                              |
+-------+--------------------------------------------------------------+

**Licensing Operations**

Western District Office

1225 17^th^ Street, Suite 300

Denver, Colorado 80202-5534

720-475-7650; Fax: 720-475-7691

**Conditional Approval #626**

March 1, 2004 **April 2004**

Brad W. Merrill

Executive Vice President

American Investment Bank, N.A.

200 East South Temple

Salt Lake City, CA 84111-1241

Re: Merger of American Investment Financial with and into American
Investment Bank, National Association

CAIS Control No: 2004-WE-02-0004

Dear Mr. Merrill:

This is to inform you that effective this date, the Office of the
Comptroller of the Currency (OCC), has approved the proposal to merge
American Investment Financial of Salt Lake City, Utah with and into
American Investment Bank, National Association, Salt Lake City, Utah.

This approval is granted based on a thorough review of all information
available, including commitments and representations made in the
application and the merger agreement and those of your representatives.

Approval of the merger is granted subject to the following:

The Bank shall submit a written plan to the Assistant Deputy Comptroller
(ADC) for the OCC Salt Lake City Field Office specifying the steps and
the timeframes it will use to ensure an orderly resolution of the Bank
through either a merger with a non-bank affiliate pursuant to 12 U.S.C.
§ 215a-3, as implemented by 12 C.F.R. § 5.33(g)(5), or a voluntary
liquidation pursuant to 12 U.S.C. §§ 181 and 182, as implemented by
12 C.F.R. § 5.48.  The Bank may not consummate the merger with American
Investment Financial until it receives the OCC's written determination
of no objection to this plan. If the OCC provides a written
determination of no objection to the plan, the Bank shall thereafter
adopt, implement, and ensure adherence to the plan. The Bank: (i) shall
give the ADC for the OCC Salt Lake City Field Office at least thirty
(30) days prior written notice of the Bank's intent to significantly
deviate or change from this plan and (ii) shall obtain the OCC's written
determination of no objection before the Bank implements any significant
deviation or change from this plan. The OCC may impose additional
conditions it deems appropriate in a written determination of no
objection to a bank's notice.

The foregoing condition of this approval is a condition "imposed in
writing by the agency in connection with the granting of any application
or other request" within the meaning of 12 U.S.C. § 1818. As such, the
condition is enforceable under 12 U.S.C. § 1818.

In addition, please note that:

1.  If the merger is not consummated **within one year from this date**,
    the approval shall automatically terminate unless the OCC has
    granted an extension in writing.

2.  The Western District Office must be advised **at least 10 days in
    advance** of the desired effective date for the merger so that the
    OCC may issue the necessary certification letter. The effective date
    must be on or after the date of this letter.

It is our understanding that the capital stock and capital surplus
accounts of American Investment Financial will be added to American
Investment Bank, National Association's capital surplus account. Prior
to consummation of the merger, please provide us with the exact dollar
amount of the changes to the resulting bank\'s capital surplus account.

This approval and the activities and communications by OCC employees in
connection with the filing, do not constitute a contract, express or
implied, or any other obligation binding upon the OCC, the U.S., any
agency or entity of the U.S., or an officer or employee of the U.S., and
do not affect the ability of the OCC to exercise its supervisory,
regulatory and examination authorities under applicable law and
regulations. The foregoing may not be waived or modified by any employee
or agent of the OCC or the U.S.

All correspondence and documents concerning this transaction should be
directed to Senior Licensing Analyst Geryl N. Race at (720) 475-4655.

A separate letter is enclosed requesting your feedback on how we handled
your application. We would appreciate your response so we may improve
our service.

Very truly yours,

/S/ Ellen Tanner Shepherd

Ellen Tanner Shepherd

Licensing Manager

**Enclosure: Survey Letter**