Board of Directors
Gibsonville Community Savings Bank, SSB
220 Burlington Street
Gibsonville, North Carolina 27249-2405

Dear Members of the Board:

The notice of intent to convert from mutual to stock form filed on behalf of Gibsonville Community Savings Bank, SSB, Gibsonville, North Carolina (the "Bank"), has been reviewed by the Federal Deposit Insurance Corporation ("FDIC") pursuant to the FDIC regulations at 12 C.F.R. Sections 303.163 and 333.4.

This notice was filed in connection with the Bank's Plan of Conversion (the "Plan"). Pursuant to the Plan, the Bank will convert from a North Carolina-chartered mutual savings bank to a North Carolina-chartered capital stock savings bank. The Bank intends to offer for sale its common stock on a priority basis first to qualifying depositors, next to other depositors and borrowers, then to directors, officers, and employees, and, if necessary, to the general public in a community offering.

The FDIC has relied on information provided in the Bank's notice of conversion and the accompanying business plan in reaching its decision regarding that notice. Management of the Bank has represented that, for three years after the closing of the conversion, the FDIC will be given at least 30 days prior written notice before any material deviation from the business plan, such as a return of capital, is implemented. Management has further represented that, for twelve months following the conversion, the Bank will not make any distribution to stockholders that represents a return of capital without the FDIC's prior written consent.

Based on the information and representations presented, the FDIC plans to issue a letter of non-objection to the proposed conversion transaction provided that the Bank satisfies the following conditions:

1) The Bank must execute the enclosed Tolling Agreement and deliver it to this office on or before July 14, 2000.

2) The Bank must submit final disclosure materials acceptable to the FDIC Division of Supervision, Registration and Disclosure Section;

3) The Bank must provide written evidence that its Plan of Conversion has been approved by the affirmative vote of a majority of the votes eligible to be cast by depositors at a special meeting of the Bank's voting participants:

4) The Bank must advise this office of the results of the subscription offering and deliver an updated appraisal that:

(a) takes the results of the subscription offering into account;

(b) discusses any material occurrences during the subscription period; and

(c) explains any orders that may have been rejected.

5) The Bank must receive the necessary approvals from the Savings Institution Division of the State of North Carolina.

Provided that the Bank meets the foregoing conditions and that the FDIC is satisfied with the appraiser's determination in the updated appraisal that the results of the subscription offering represent the fair value for the Bank, the FDIC will issue a letter of non-objection to the proposed conversion transaction.

Sincerely,

James L. Sexton
Director

Tolling Agreement by and between
Gibsonville Community Savings Bank, SSB Gibsonville, North Carolina
and
The Federal Deposit Insurance Corporation

The undersigned parties hereby agree as follows:

1. The time in which the Federal Deposit Insurance Corporation ("FDIC") may act to object to the notice of the proposed conversion of Gibsonville Community Savings Bank, SSB, Gibsonville, North Carolina ("Bank") to stock ownership, filed with the FDIC on March 31, 2000, pursuant to section 303.161 of the FDIC Rules and Regulations ("Notice"), is hereby extended from July 29, 2000 until 30 days after the Bank advises the FDIC of the results of the subscription offering and delivers an appraisal that:

(a) takes into account the results of the subscription offering;

(b) discusses any material occurrences during the subscription period; and

(c) explains any orders that may have been rejected.

2. Any action taken by the FDIC on the aforementioned Notice during the extension period described in paragraph 1 shall have the same force and effect as if it were taken by the FDIC before July 29, 2000, and shall not be challenged by the Bank or anyone associated with it solely for having been taken during the extension period described above in paragraph 1.

Dated: Gibsonville Community Savings Bank, SSB

By:____________________________________

Dated: Federal Deposit Insurance Corporation

By: ___________________________________