Estate of Pearl I. Amlie, Deceased, Rodney B. Amlie, Executor - Page 6

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          inventory for the conservatorship, decedent had assets in excess            
          of $1.7 million, including 9,046 shares of Agri-Bank common stock           
          and 13,377 shares of Agri-Bank preferred stock.  During                     
          decedent's conservatorship various agreements were entered into             
          regarding this stock, as discussed below.                                   
               The 1991 Agreement                                                     
               In 1991, decedent's 9,046 common shares constituted 13.6               
          percent of the common stock of Agri-Bank.  David Hill was the               
          controlling shareholder (with 73.2 percent of the common stock)             
          and president of Agri-Bank.  Sometime in 1991, Mr. Hill formed a            
          new holding company called Agri Bancorporation (Agri).  Agri                
          offered to exchange one share of Agri common stock and one share            
          of Agri preferred stock for each share of common stock held by              
          Agri-Bank shareholders other than Mr. Hill.  In addition, Agri              
          and Mr. Hill sought an agreement for the eventual sale of the               
          Agri stock that decedent would obtain in the exchange.                      
               On August 23, 1991, decedent's conservator, with the                   
          approval of the Humboldt County, Iowa, District Court (district             
          court), exchanged decedent's Agri-Bank common stock for 9,046               
          shares of Agri common stock and 9,046 shares of Agri preferred              
          stock, and entered into an agreement with Agri and Mr. Hill with            











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