To The Board of Directors

GS Financial Corp. and Subsidiaries

Independent Auditor's Report

We have audited the accompanying consolidated balance sheets
of GS FINANCIAL CORP.and its wholly-owned subsidiary,GUARANTY SAVINGS AND HOMESTEAD ASSOCIATION as of December
31, 2000 and 1999, and the related consolidated statements of
income, comprehensive income (loss), changes in stockholders
equity, and cash flows for each of the three years in the period
ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of GS FINANCIAL CORP.and its wholly-owned subsidiary,GUARANTY SAVINGS AND HOMESTEAD ASSOCIATION as of December
31, 2000 and 1999, and the consolidated results of their operations
and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with generally accepted
accounting principles.







January 15, 2001

Metairie, Louisiana





|GS FINANCIAL CORP.                                     
|-------------------------------------------------------
|CONSOLIDATED BALANCE SHEETS                            
|(Dollars in Thousands)                                 
|                                                       
|ASSETS                                                 
|                                                       
|                                                       
|                                                       
|                                                       
|CASH AND CASH EQUIVALENTS                              
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|Securities Available-for-Sale, at Fair Value           
|Mortgage-Backed Securities Available-for-Sale,         
|                                                       
|Collateralized Mortgage Obligations Available-for-Sale,
|                                                       
|Loans, Net                                             
|Accrued Interest Receivable                            
|Premises and Equipment, Net                            
|Real Estate Held-for-Investment                        
|Stock in Federal Home Loan Bank, at Cost               
|Foreclosed Real Estate                                 
|Deferred Charges                                       
|Other Assets                                           
|                                                       
|                                                       

The accompanying notes are an integral part of these financial
statements.



|LIABILITIES AND STOCKHOLDERS' EQUITY
|------------------------------------
|                                    
|                                    
|                                    
|                                    
|LIABILITIES                         
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
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|                                    
|                                    
|                                    
|STOCKHOLDERS' EQUITY                
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    

The accompanying notes are an integral part of these financial
statements.



|GS FINANCIAL CORP.               
|---------------------------------
|CONSOLIDATED STATEMENTS OF INCOME
|(Dollars in Thousands)           
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|INTEREST INCOME                  
|                                 
|                                 
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|                                 
|                                 
|INTEREST EXPENSE                 
|                                 
|                                 
|                                 
|                                 
|                                 
|NET INTEREST INCOME BEFORE       
|                                 
|                                 
|PROVISION FOR LOAN LOSSES        
|                                 
|NET INTEREST INCOME AFTER        
|                                 
|                                 
|NON-INTEREST INCOME              
|                                 
|                                 
|                                 
|                                 

The accompanying notes are an integral part of these financial
statements.



|GS FINANCIAL CORP.                           
|---------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME (Continued)
|(Dollars in Thousands)                       
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|NON-INTEREST EXPENSES                        
|                                             
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|INCOME BEFORE INCOME TAX                     
|                                             
|                                             
|INCOME TAX EXPENSE                           
|                                             
|NET INCOME                                   
|                                             
|EARNINGS PER SHARE - BASIC                   
|                                             
|EARNINGS PER SHARE - DILUTED                 

The accompanying notes are an integral part of these financial
statements.



|GS FINANCIAL CORP.                                        
|----------------------------------------------------------
|CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
    (LOSS)
|(Dollars in Thousands)                                    
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          
|NET INCOME                                                
|                                                          
|OTHER COMPREHENSIVE INCOME,                               
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          
|COMPREHENSIVE INCOME (LOSS)                               
|                                                          

The accompanying notes are an integral part of these financial
statements.



|GS FINANCIAL CORP.                                            
|--------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CHANGES
    IN STOCKHOLDERS' EQUITY
|For The Years Ended December 31,
    2000, 1999 and 1998      
|(Dollars in Thousands)                                        
|                                                              
|                                                              
|                                                              
|                                                              
|BALANCES AT DECEMBER 31, 1997                                 
|                                                              
|Distribution of                                               
|                                                              
|                                                              
|Common Stock Released                                         
|                                                              
|                                                              
|Common Stock Acquired by Recognition                          
|                                                              
|                                                              
|Purchase of Treasury Stock                                    
|                                                              
|Dividends Declared                                            
|                                                              
|Net Income - Year Ended                                       
|                                                              
|                                                              
|Other Comprehensive Income (Loss), Net of Applicable          
|                                                              
|BALANCES AT DECEMBER 31, 1998                                 
|                                                              
|Distribution of                                               
|                                                              
|                                                              
|Common Stock Released                                         
|                                                              
|                                                              
|Purchase of Treasury Stock                                    
|                                                              
|Dividends Declared                                            
|                                                              
|Net Income - Year Ended                                       
|                                                              
|                                                              
|Other Comprehensive Income (Loss), Net of Applicable          
|                                                              
|BALANCES AT DECEMBER 31, 1999                                 
|                                                              
|Distribution of                                               
|                                                              
|                                                              
|Common Stock Released                                         
|                                                              
|                                                              
|Purchase of Treasury Stock                                    
|                                                              
|Dividends Declared                                            
|                                                              
|Net Income - Year Ended                                       
|                                                              
|                                                              
|Other Comprehensive Income (Loss), Net of Applicable          
|                                                              
|BALANCES AT DECEMBER 31, 2000                                 

The accompanying notes are an integral part of these financial
statements.



|GS FINANCIAL CORP.                       
|-----------------------------------------
|CONSOLIDATED STATEMENTS OF CASH
    FLOWS
|(Dollars in Thousands)                   
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|CASH FLOWS FROM OPERATING ACTIVITIES     
|                                         
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The accompanying notes are an integral part of these financial
statements.



|GS FINANCIAL CORP.                                   
|-----------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH
    FLOWS (continued)
|(Dollars in Thousands)                               
|                                                     
|                                                     
|                                                     
|2000                                                 
|CASH FLOWS FROM INVESTING ACTIVITIES                 
|                                                     
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|                                                     

The accompanying notes are an integral part of these financial
statements.



|GS FINANCIAL CORP.                                   
|-----------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH
    FLOWS (Continued)
|(Dollars in Thousands)                               
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|CASH FLOWS FROM FINANCING ACTIVITIES                 
|                                                     
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|                                                     
|NET INCREASE (DECREASE) IN CASH AND                  
|                                                     
|                                                     
|CASH AND CASH EQUIVALENTS - Beginning of Year        
|                                                     
|CASH AND CASH EQUIVALENTS - End of Year              
|                                                     
|                                                     
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION     
|                                                     
|                                                     
|                                                     
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|                                                     
|                                                     
|                                                     

The accompanying notes are an integral part of these financial
statements.