On November 18, 2008, the Board of Directors of GS Financial Corp. (the "Company" or the "Registrant") and Guaranty Savings Bank (the "Bank") approved the amendment of the following letter agreement and amendment and restatement of the following stock benefit plan:

· the Bank's letter agreement entered into with Stephen E. Wessel, President and Chief Executive Officer of the Bank (the "Letter Agreement"); and

· the Company's 1997 Recognition and Retention Plan and Trust Agreement.

The above Letter Agreement and stock benefit plan were amended and restated in order to comply with final regulations issued by the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Section 409A of the Code governs the deferral of compensation where the director, officer or employee has a legally binding right to compensation that is payable in a future year. Section 409A imposes new requirements with respect to deferral elections, payment events and payment elections.

For additional information, reference is made to the amended agreements and plans included as Exhibits 10.1 and 10.2 hereto, which are incorporated herein by reference.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.

The following exhibits are include with this Report.

      Exhibit Number   Description
10.1                   Letter Agreement between Guaranty Savings Bank and Stephen E.
                       Wessel, dated as of November 20, 2008

10.2                   GS Financial Corp. Amended and Restated 1997 Recognition and
                       Retention Plan and Trust Agreement