(1) Table of contents;

(2) Date of proxy statement, which shall be the approximate date of first mailing to stockholders or shareholders;

(3) Identification of person making solicitation;

(4) Statement of use to be made of stockholders' or shareholders' proxy and its revocability and that only proxies obtained by this solicitation are to be voted on the merger;

(5) Statement of method of solicitation and payment of costs;

(6) With respect to outstanding voting securities and voting rights, statements:

(7) Brief description under separate heading of the nature of any material relationship of the association and its officers, directors and five percent (5%) owners and their associates to each of the other constituent associations, its officers, directors and five percent (5%) owner and their associates:

(8) Description of any agreement made with or consideration furnished, directly or indirectly, to any of the officers, directors or stockholders of any constituent association in connection with the merger other than by the terms of the merger agreement.

(1) Brief description of the material features of the plan of merger, including:

(2) A brief outline of the facts bearing upon the question of the fairness of the consideration, including:

(3) Statement of reasons for recommendation of plan. If formation of a holding company or public offering of stock in the surviving association is contemplated, so state.

(4) Statement of the votes needed for approval.

(5) A statement that an Internal Revenue Service ruling or opinion of tax counsel on federal income tax consequences to stockholders, members and associations will be sought and the merger consummated only if it is determined to be a tax-free reorganization from the standpoint of the association and stockholders. Normally, an IRS ruling should be applied for if the transaction is being treated as a tax-free reorganization. If transaction is not tax-free either as to the association or the stockholders, it should be stated, including a summary of the tax consequences.

(6) Statement of necessary approvals from state and federal authorities.

(7) An outline of the rights of dissenting stockholders of the disappearing association(s) and statutory procedure required to be followed.

(1) A statement of condition of each constituent association as of a date within ninety (90) days prior to the date of the proxy statement. In addition, the constituent associations shall include an audited statement of conditions as of a date within one (1) year of the date of the proxy statement unless the fiscal year of the constituent association has ended within ninety (90) days prior to the date of the proxy statement, in which case the statement of condition as of the end of the preceding fiscal year.

(2) An audited statement of operations of each constituent association for each of the last three (3) fiscal years and an interim unaudited statement of operations for the period between the end of the last fiscal year and the date of the latest statement of condition in the proxy statement. If the last fiscal year ended within ninety (90) days prior to the date of the proxy statement and an audited statement is not available for that fiscal year, there shall be included with the proxy statement audited statements of operations for the latest three (3) years available, and an unaudited statement of operations for the last fiscal year and following interim period.

(3) A pro forma statement of condition and statement of operations giving effect to the proposed merger. The pro forma statement of condition shall be as of a date within ninety (90) days prior to the date of the proxy statement and as of the end of the preceding fiscal year. The pro forma statement of operations should cover the year to date period ended within ninety (90) days prior to the date of the proxy statement and for the prior fiscal year.

(4) Any differences form generally accepted accounting principles reflected in the individual and pro forma financial statements which have a material effect on the financial statements shall be fully explained. The amounts and effects of those differences shall be stated.

(5) A calculation of book value per share for each constituent association as of the same dates a the statement of condition referred to in (1) above and pro forma statements of condition referred to in (3) above.

(6) A calculation of the earnings per share on a comparable basis for each constituent association as of the same dates as the statement of operations referred to in (2) above and pro forma statement of operations referred to in (3) above.

(7) A table setting forth for each constituent association for each of the three (3) years immediately preceding the date of the proxy statement the dollar amount, and percentage to total assets of:

(8) If the constituent association is a subsidiary of a corporate holding company, as defined by Section 11500 of the Financial Code, the proxy statement shall include both unconsolidated statements of the parent holding company and consolidated financial statements of the parent holding company and its subsidiaries as follows:

(9) The audited financial statements shall be accompanied by the report of the independent accountant who examined such financial statements and by a letter from each independent accountant, dated not more than five (5) days prior to the date of the proxy statement, consenting to the use of his accountant's report in the proxy statement.

(10) When unaudited financial statements are used as the basis for determining the purchase price or value for the exchange, or when requested by the Commissioner, the independent accountant shall perform certain specified procedures with respect to the unaudited financial statements and issue a separate letter to the Commissioner describing the procedures performed. Such procedures as a minimum shall include:

(1) The name, position, principal occupation for past five (5) years, and length of service in present capacity, of all directors and principal officers of constituent associations of the holding company, if any.

(2) A list of proposed principal officers and directors of surviving association if known.

(3) The renumeration from constituent associations of the foregoing persons, including:

(4) Amount of stock beneficially owned by foregoing persons and associates. If acquired within preceding year, state the consideration paid and from whom acquired.

(5) Nature and amount of any material interest of any of the persons named in subsections (c) and (f) of this section and his associates in any loan from or material transaction with a constituent association during the current and preceding three (3) calendar years, including description of the transaction or loans.

(6) Business of affiliates as defined in Section 5075 of the Financial Code:

(1) Describe briefly the location and description of officers of the surviving association and any major changes with regard to saving activities or lending activities which will result from the merger.

(2) Any arrangements by which any affiliate agrees to provide services to borrowers from the surviving association.

(3) Description of any bonus, profit sharing, stock option, pension, retirement or other remuneration plan, or employment contract, proposed or already adopted, with respect to the surviving association.

(4) Capitalization. Capitalization of each constituent association showing pro forma adjustments and pro forma capitalizations after the merger.

(5) Statement of stockholders' equity for each year for the three-year period ended within ninety (90) days prior to the date of the proxy statement.

(6) Dividend voting and liquidation rights.

(7) Policy on payment of dividends.

(8) Taxation.

(1) Merger agreement.

The foregoing schedule of required information is not intended as a required form of presentation. This order of items need not be followed so long as the information is clearly presented under appropriate subject headings. The Commissioner may require additional information or for good cause shown waive the inclusion of certain of the forgoing items in a particular case.