Employment Agreements

             Effective October 1, 2002, William V. Turner and Joseph W. Turner (the "Employees") entered into new employment agreements with Bancorp (the "Employment Agreements"). Each Employment Agreement is for a five-year term and provides for an extension of one year, in addition to the then-remaining term under the agreement, on each October 1^st, as long as (1) Bancorp has not notified the Employee at least 90 days in advance that the term will not be extended further and (2) the Employee has not received an unsatisfactory performance review by the Board of Directors of Bancorp or Great Southern. The Employment Agreements provide for minimum annual base salaries as determined from time to time by the Compensation Committee of the Board of Directors, subject to reduction only as part of an overall program, implemented prior to a change in control (as defined in the Employment Agreements), applied uniformly and equitably to all members of senior management. The Employment Agreements also provide for participation in benefit plans and the receipt of fringe benefits to the same extent as the other executive officers of Bancorp and Great Southern and equitable participation in any performance-based and discretionary bonuses awarded to the executive officers of Bancorp and Great Southern. In addition, each Employee is entitled to an annual bonus equal to one-half of one percent of Bancorp's pre-tax earnings for the year; for 2006 and 2005, Mr. W. Turner has waived his right to receive this bonus and, as a result, Mr. J. Turner was entitled in 2005, and will be entitled in 2006, to a bonus under this provision equal to three-quarters of one percent of Bancorp's pre-tax earnings for the year. See "Report on Executive Compensation."

             Each Employment Agreement provides that if the Employee's employment is involuntarily terminated, then during the remaining term of the agreement he will be entitled to receive (1) on a monthly basis, 1/12th of his annual salary and 1/12th of the average annual amount of cash bonus and cash incentive compensation for the two full fiscal years preceding the date of termination, subject to reduction by the amount of the Employee's earned income during the applicable payout period; (2) substantially the same life and disability insurance coverage and health and dental benefits as he and his dependents and beneficiaries would have received if he had remained employed, subject to reduction to the extent he receives equivalent or better benefits from another employer; and (3) if the involuntary termination occurs within the 12 months preceding, at the time of, or within 24 months after a change in control of Bancorp, a lump sum amount in cash equal to 299% of the Employee's "base amount" (as defined in Section 280G of the Internal Revenue Code).

             The term "involuntary termination" is defined as termination of the Employee's employment by Bancorp or Great Southern (other than for cause, or due to death, disability or specified violations of law) without the Employee's consent or by the Employee following a material reduction of or interference with his duties, responsibilities or benefits without his consent. Each Employment Agreement provides that to the extent the Employee receives any amounts or benefits, whether under the Employment Agreement or otherwise, that will constitute "excess parachute payments" under Section 280G of the Internal Revenue Code and subject him to excise tax under Section 4999 of the Internal Revenue Code, he will be paid an additional amount that will offset the effect of any such excise tax. Based on current compensation levels, if the employment of Mr. W. Turner and Mr. J. Turner had been involuntarily terminated as of December 31, 2005, under circumstances entitling them to severance pay described in items (1) and (3) in the immediately preceding paragraph, they would have been entitled to receive monthly cash payments of approximately $24,813 and $38,166, respectively, until October 1, 2010, and lump sum cash payments of approximately $1,179,973 and $1,227,197, respectively.

             Each Employment Agreement also provides that if the Employee dies while employed under the Employment Agreement, his estate or designated beneficiary will receive (1) the salary the Employee would have earned if he had remained employed through the 180^th day after the date of his death; (2) the amounts of any benefits or awards which were earned with respect to the fiscal year in which the Employee died and the amount of any bonus or incentive compensation for that fiscal year, pro-rated in accordance with the portion of the fiscal year elapsed prior to his death; and (3) any unpaid deferred amounts described in the next paragraph.

             Each Employment Agreement provides that to the extent the Employee's total compensation for any taxable year exceeds the greater of $1,000,000 or the maximum amount of compensation deductible by the Company under Section 162(m) of the Internal Revenue Code (the greater of these two amounts referred to below as the "maximum allowable amount"), the excess amount must be deferred, with interest (at an annual rate equal to the Federal short-term rate under Section 1274(d)(1) of the Internal Revenue Code, determined as of the last day of the calendar year in which the Employee's compensation is first not deductible under Section 162(m) of the Internal Revenue Code) compounded annually, to a taxable year in which the amount to be paid to the Employee in that year (including deferred amounts and interest) does not exceed the maximum allowable amount.

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Pension Plan

             Great Southern's employees are included in the Pentegra Retirement Fund, a multiple employer comprehensive pension plan. This noncontributory defined benefit retirement plan covers all employees who have met minimum service requirements.

             The following table illustrates annual pension benefits payable upon retirement, subject to limits established by federal law, based on various levels of compensation and years of service and assuming payment in the form of a straight-life annuity. Covered compensation includes all regular and overtime pay excluding bonuses and commissions. At December 31, 2005, Messrs. J. Turner, R. Copeland, S. Mitchem and D. Marrs had 13, 5, 14 and 7 years, respectively, of credited service under the pension plan. Mr. W. Turner is no longer accruing additional benefits under the plan and, in 2005, received annual benefit payments of $110,552 under the pension plan. The benefits under this plan are not subject to Social Security or other offsets.

Average Annual	Years of Service
Covered Compensation	5	10	20	30	40
$ 50,000	$ 5,000	$10,000	$ 20,000	$ 30,000	$ 40,000
100,000	10,000	20,000	40,000	60,000	80,000
150,000	15,000	30,000	60,000	90,000	120,000
200,000	20,000	40,000	80,000	120,000	160,000
250,000	25,000	50,000	100,000	150,000	175,000(1)
300,000	30,000	60,000	120,000	175,000(1)	175,000(1)
350,000	35,000	70,000	140,000	175,000(1)	175,000(1)
400,000	40,000	80,000	160,000	175,000(1)	175,000(1)
450,000	45,000	90,000	175,000(1)	175,000(1)	175,000(1)

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⁽¹⁾ The maximum retirement benefit permitted by federal law in 2006 is $175,000 per year for this type of plan.

Report on Executive Compensation

             The Bancorp Compensation Committee Report on Executive Compensation included herein shall not be incorporated by reference into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, notwithstanding the incorporation by reference of this proxy statement into any such filings.

             General. The Compensation Committee (the "Committee") of Bancorp, which consists solely of independent directors, administers the compensation and benefit programs of Bancorp and its subsidiaries and determines the compensation of senior management. The Committee is responsible for setting and administering the policies which govern annual compensation. During fiscal 2005, the compensation of Great Southern's executive officers was based upon the recommendations of the Committee, consisting of Directors Barclay, Carlson, Steinert and Frazier, whose recommendations were reviewed and approved by the full Board of Directors. The Committee met once during fiscal 2005.

             The Committee has focused its evaluation of executive compensation on operating performance and the creation of stockholder value. For fiscal 2005, the Committee evaluated executive compensation with the intent of meeting the following objectives:

	--	maintain the financial strength, safety and soundness of Bancorp and Great Southern;
	--	reward and retain key personnel by compensating them at the middle to upper levels of compensation for comparable financial institutions;
	--	focus management on long term goals through long-term incentives;
	--	contain fixed costs by de-emphasizing fixed pay while emphasizing variable pay based on performance;

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	--	provide fair, reasonable and competitive base salaries;
	--	provide the opportunity to earn additional compensation if Bancorp's stockholders experience long-term increases in the value of Bancorp stock; and
	--	emphasize long-term stock ownership of Bancorp stock by executive officers.

             In addition to base salary, annual bonus and stock options, the Committee also takes into account the full compensation package afforded by Bancorp to the individual, including pension benefits, supplemental retirement benefits, termination agreements, insurance and other benefits.

             Base Salaries. The Committee has reviewed the salary arrangements pursuant to employment contracts for the Chairman, Mr. W. Turner, and the President and Chief Executive Officer, Mr. J. Turner. These contracts reflect a base salary level commensurate with the duties and responsibilities of senior executives of a publicly held bank holding company comparable to Bancorp. In establishing the base salaries for Mr. W. Turner and Mr. J. Turner for 2005, the Committee considered the responsibilities of the Chairman and the President and Chief Executive Officer associated with the continued success of Bancorp since becoming a public company in 1989. As suggested by Mr. W. Turner, for 2006, the Committee maintained Mr. W. Turner's base annual salary at $200,000, and he will, as he did for 2005, waive his right to receive the annual cash bonus provided for in his employment agreement (discussed below under "Bonuses"). Mr. J. Turner's base annual salary was increased from $215,000 for 2005 to $220,000 for 2006, and, as noted below under "Bonuses," the annual cash bonus percentage under his employment agreement was increased for 2006 (as it was in 2005). In setting the base salaries of the other executive officers, the Committee takes into account the responsibilities of the position and the experience level of the individual executive and the financial performance of Bancorp. The evaluation of individual performance is an inherently subjective process.

             Bonus. Under their employment agreements, Mr. W. Turner and Mr. J. Turner are entitled to receive annual cash bonuses equal to one-half of one percent of Bancorp's pre-tax earnings. For 2005, the contractual bonus paid to each of Mr. W. Turner and Mr. J. Turner was $-0- and $275,000, respectively. For 2006, as in 2005, Mr. W. Turner has waived his right to receive the contractual bonus and Mr. J. Turner will be entitled to a cash bonus under his employment agreement equal to three-quarters of one percent of Bancorp's pre-tax earnings.

             For 2005, each of the executive officers other than Messrs. W. and J. Turner was eligible for a cash bonus under the Annual Incentive Bonus Plan of up to 15% of base annual salary, with one-half of this bonus based on the achievement of targeted growth in earnings per share and one-half of this bonus based on individual performance. The targeted growth in earnings per share for 2005 was not achieved, so this portion of the bonus was not paid to the executive officers. Each executive officer did receive an amount based on his individual performance during 2005. Bonuses paid for 2005 to the named executive officers are set forth in the summary compensation table. For 2006, each executive officer other than Messrs. W. and J. Turner will again be eligible for a cash bonus under the Annual Incentive Bonus Plan of up to 15% of base annual salary, with one-half of this possible bonus payable if Bancorp achieves targeted growth in earnings per share and one-half of this possible bonus payable based on individual performance.

             Option Plans. Stock options are an integral part of the executive compensation program. They are intended to encourage ownership and retention of Bancorp's stock by key employees as well as non-employee members of the Board of Directors. Through stock options, the objective of aligning key employees' long-range interest with those of stockholders may be met by providing key employees with the opportunity to build, through the achievement of corporate goals, a meaningful stake in Bancorp. In fiscal 2003, Bancorp's stockholders approved the 2003 Stock Option and Incentive Plan. Upon approval of the 2003 plan by stockholders, Bancorp's Board of Directors froze the 1997 Stock Option and Incentive Plan, which means that no new grants of awards will be made under that plan, but outstanding awards under the plan were not affected. The Stock Option Committee, consisting of Directors Frazier, Barclay, Carlson and Steinert, considers additional options each year as needed to attract and retain employees. The Stock Option Committee, with the approval of the Board of Directors, awarded the following options to the named executive officers in fiscal 2005: William V. Turner -12,000, Joseph W. Turner - 12,000, Rex A. Copeland - 5,250, Steven G. Mitchem - 5,250 and Douglas W. Marrs - 2,250. Further details about the options granted to the named executive officers in fiscal 2005 can be found under the table "Option Grants During the Fiscal Year ended December 31, 2005."

Dated as of December 16, 2005
Compensation Committee

WILLIAM E. BARCLAY      THOMAS J. CARLSON       LARRY D. FRAZIER       EARL A. STEINERT, JR.

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Stock Performance Graph

             The stock performance graph included herein shall not be incorporated by reference into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, notwithstanding the incorporation by reference of this proxy statement into any such filings.

             The following graph compares the cumulative total stockholder return on the Common Stock to the cumulative total returns of the Nasdaq U.S. Stock Index and the Nasdaq Financial Stocks Index for the period from December 31, 2000 through December 31, 2005. The graph assumes that $100 was invested in the Common Stock on December 31, 2000 and that all dividends were reinvested.

             

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

	12/29/00	12/31/01	12/31/02	12/31/03	12/31/04	12/30/05
GSBC	100.00	199.52	245.26	314.93	482.47	387.27
Nasdaq US Companies	100.00	77.19	54.01	82.10	89.52	92.74
Nasdaq Financial	100.00	110.84	112.37	150.88	171.35	178.86

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PROPOSAL II. RATIFICATION OF THE APPOINTMENT OF
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

             The Audit Committee of Bancorp's Board of Directors has engaged the independent registered public accounting firm of BKD, LLP to audit Bancorp's financial statements for the 2006 fiscal year, subject to the ratification of the appointment by Bancorp's stockholders at the Annual Meeting. Representatives of BKD, LLP are expected to attend the Annual Meeting to respond to appropriate questions and to make a statement if they so desire.

             During the fiscal years ended December 31, 2005 and 2004, BKD, LLP provided various audit, audit related and non-audit services to Bancorp. Set forth below are the aggregate fees billed for these services:

	(a)	Audit Fees: Aggregate fees billed for professional services rendered for the audit of Bancorp's annual financial statements and reviews of financial statements included in Bancorp's Quarterly Reports on Form 10-Q and internal control attestations for those fiscal years: $280,120 - 2005; $325,230 - 2004.
	(b)	Audit Related Fees: Aggregate fees billed for professional services rendered related to audits of employee benefit plans and consultation on accounting matters: $24,750 - 2005; $11,515 - 2004.
	(c)	Tax Fees: Aggregate fees billed for professional services rendered related to tax compliance, tax advice and tax consultations: $19,905 - 2005; $19,990 - 2004.
	(d)	All other fees: Aggregate fees billed for all other professional services, including regulatory compliance work and 401(k) plan administration: $18,365 - 2005; $21,905 - 2004.

             The audit committee preapproves all audit and permissible non-audit services to be provided by BKD, LLP and the estimated fees for these services.

             THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF BKD, LLP AS BANCORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.

PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT

             The following table sets forth certain information, as of the Record Date, as to those persons believed by management of Bancorp to be beneficial owners of more than five percent of the outstanding shares of Common Stock. Persons, legal or natural, and groups beneficially owning in excess of five percent of the Common Stock are required to file certain reports regarding their ownership with Bancorp and with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Where appropriate, historical information set forth below is based on the most recent filing on behalf of the person with Bancorp. Other than those persons listed below, management is not aware of any person or group that owns more than five percent of the Common Stock as of the Record Date. Each beneficial owner listed has sole voting and dispositive power with respect to the shares of Common Stock reported, except as otherwise indicated. All shares amounts have been adjusted for the two-for-one stock split in the form of a stock dividend declared in May 2004.

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Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent of Class
Joseph W. Turner c/o Great Southern Bancorp, Inc. 1451 E. Battlefield Springfield, MO 65804	1,759,439(2)	12.79%
Julie Turner Brown c/o Great Southern Bancorp, Inc. 1451 E. Battlefield Springfield, MO 65804	1,612,039(3)	11.75
Robert M. Mahoney Joyce B. Mahoney Tri-States Service Company 776 S. Augusta Drive Springfield, MO 65809	1,097,257(4)	8.00
Earl A. Steinert, Jr. 1736 E. Sunshine Springfield, MO 65804	854,500(5)	6.23

____________________

(1)	Due to the rules for determining beneficial ownership, the same securities may be attributed as being beneficially owned by more than one person. The holders may disclaim beneficial ownership of the included shares which are owned by or with family members, trusts or other entities. Under Rule 13d-3 under the Exchange Act, share amounts shown for Bancorp's officers and directors include shares that they may acquire upon the exercise of options that are exercisable at the Record Date or will become exercisable within 60 days after that date.
(2)	Includes 71,457 shares held jointly with Mr. J. Turner's wife, with whom Mr. J. Turner shares voting and dispositive power as to such shares, 39,250 shares which may be acquired through option exercises, 36,652 shares held by the Turner Family Foundation, a charitable foundation of which Mr. J. Turner, Ms. Julie Turner Brown, a Director of Bancorp, Mr. W. Turner, Bancorp's Chairman, and Mr. W. Turner's spouse are directors, and 1,566,024 shares held by the Turner Family Limited Partnership, of which Mr. J. Turner and Ms. Brown are the general partners; Mr. J. Turner, Ms. Brown, Mr. W. Turner and Mr. W. Turner's spouse share voting and dispositive powers over the 36,652 shares held by the Turner Family Foundation and Mr. J. Turner and Ms. Brown share voting and dispositive powers over the 1,566,024 shares held by the Turner Family Limited Partnership.
(3)	Includes 5,982 shares held jointly with Ms. Brown's husband, with whom Ms. Brown shares voting and dispositive power as to such shares, 2,500 shares which may be acquired through option exercises, 36,652 shares held by the Turner Family Foundation, a charitable foundation of which Ms. Brown, Mr. J. Turner, Mr. W. Turner and Mr. W. Turner's spouse are directors, and 1,566,024 shares held by the Turner Family Limited Partnership, of which Ms. Brown and Mr. J. Turner are the general partners; Ms. Brown and Mr. J. Turner share voting and dispositive powers over the 1,566,024 shares held by the Turner Family Limited Partnership and Ms. Brown, Mr. J. Turner, Mr. W. Turner and Mr. W. Turner's spouse share voting and dispositive powers over the 36,652 shares held by the Turner Family Foundation.
(4)	Robert M. Mahoney, Joyce B. Mahoney and Tri-States Service Company reported ownership of 972,368 shares in a Schedule 13D filed on July 3, 1997. The Schedule 13D was a joint filing pursuant to Rule 13d-1(k)(1) of the Exchange Act. Joyce B. Mahoney has sole voting and dispositive power as to all shares held by the Joyce Mahoney Trust. Tri-States Service Company disclaims beneficial ownership as to all shares. Robert M. Mahoney reports sole voting and dispositive power as to all shares held by the Robert Mahoney Trust and Tri-States Service Company. Robert M. Mahoney notified the Company that he purchased additional shares in subsequent years, reporting total ownership as Robert Mahoney Trust - 474,223 shares, Joyce Mahoney Trust - 431,734 shares and Tri-States Service Company - 191,300 shares.
(5)	Mr. Steinert has sole voting and dispositive power as to all 854,500 shares. Includes 2,500 shares which may be acquired through option exercises.

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Stock Ownership of Management

             The following table sets forth information, as of the Record Date, as to shares of Common Stock beneficially owned by the directors and nominees named under "Proposal I. Election of Directors" above, the executive officers named in the Summary Compensation Table above, and the directors and executive officers of Bancorp as a group. Each beneficial owner listed has sole voting and dispositive power with respect to the shares of Common Stock reported, except as otherwise indicated.

Name	Amount and Nature of Beneficial Ownership(1)	Percent of Class
William V. Turner	559,087(2)	4.06%
Earl A. Steinert, Jr.	854,500(3)	6.23
Joseph W. Turner	1,759,439(4)	12.79
Larry D. Frazier	103,100(8)	0.75
William E. Barclay	18,188(8)	0.13
Julie Turner Brown	1,612,039(5)	11.75
Thomas J. Carlson	5,500(8)	0.04
Steven G. Mitchem	90,939(6)	0.66
Rex A. Copeland	27,277(7)	0.20
Douglas W. Marrs	10,692(9)	0.08
Directors and Executive Officers   as a Group (11 persons)	3,411,702(10)	24.59

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(1)	Amounts include shares held directly, as well as shares held jointly with family members, in retirement accounts, in a fiduciary capacity, by certain family members, by certain related entities or by trusts of which the directors and executive officers are trustees or substantial beneficiaries, with respect to which shares the respective director or executive officer may be deemed to have sole or shared voting and/or dispositive powers. Under Rule 13d-3 of the Exchange Act, share amounts shown for Bancorp's officers and directors include shares that they may acquire upon the exercise of options that are exercisable at the Record Date or will become exercisable within 60 days after that date. Due to the rules for determining beneficial ownership, the same securities may be attributed as being beneficially owned by more than one person. The holders may disclaim beneficial ownership of the included shares which are owned by or with family members, trusts or other entities.
(2)	Includes 76,508 shares held by Mr. W. Turner's wife, of which Mr. W. Turner disclaims beneficial ownership, 54,250 shares which may be acquired through option exercises and 36,652 shares held by the Turner Family Foundation, a charitable foundation of which Mr. W. Turner, Mr. W. Turner's spouse, Mr. J. Turner and Ms. J. Brown are directors; Mr. W. Turner, Mr. W. Turner's spouse, Mr. J. Turner and Ms. Brown share voting and dispositive powers over the 36,652 shares held by the Turner Family Foundation. Not included in the shares beneficially owned by Mr. W. Turner are the 1,566,024 shares held by the Turner Family Limited Partnership. On September 30, 2004, in a transaction undertaken for estate planning purposes, each of Mr. W. Turner and his spouse transferred all of their respective general partnership units in the partnership to Mr. J. Turner and Ms. Brown in exchange for a portion of the limited partnership units held by Mr. J. Turner and Ms. Brown. Although, as a result of the exchange, Mr. J. Turner and Ms. Brown replaced Mr. W. Turner and his spouse as general partners, each family member's share of the partnership's capital account and profits did not substantially change and their economic interest in the shares of the Common Stock held by the partnership were not significantly affected by the exchange.
(3)	For a discussion of Mr. Steinert's ownership, see footnote 5 to the immediately preceding table.
(4)	For a discussion of Mr. J. Turner's ownership, see footnote 2 to the immediately preceding table.
(5)	For a discussion of Ms. Brown's ownership, see footnote 3 to the immediately preceding table.
(6)	Includes 19,676 shares which may be acquired through option exercises.
(7)	Includes 20,139 shares which may be acquired through option exercises.
(8)	Includes 2,500 shares which may be acquired through option exercises.
(9)	Includes 8,443 shares which may be acquired through option exercises.
(10)	Includes an aggregate of 162,767 shares which may be acquired through option exercises by all directors and executive officers as a group.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

             Section 16(a) of the Exchange Act requires Bancorp's directors, its executive officers and persons who beneficially own more than ten percent of the Common Stock, to file reports detailing their ownership and changes of ownership in the Common Stock with the SEC and to furnish Bancorp with copies of all such ownership reports. Based solely on Bancorp's review of the copies of the ownership reports furnished to Bancorp, and written representations relative to the filing of certain forms, Bancorp is aware of: two late filings for William V. Turner for one transaction in April 2005 and one transaction in December 2005; one late filing for Joseph W. Turner for one transaction in October 2005; two late filings for Steven G. Mitchem for one transaction in January 2005 and one transaction in October 2005; three late filings for Larry A. Larimore for one transaction in January 2005, one transaction in April 2005 and one transaction in October 2005; and one late filing for Douglas W. Marrs for one transaction in August 2005.

STOCKHOLDER PROPOSALS

             Stockholder proposals intended to be presented at Bancorp's next annual meeting must be received by the Secretary of Bancorp at the executive office of Bancorp, located at 1451 E. Battlefield Springfield, Missouri 65804, no later than December 13, 2006 to be eligible for inclusion in Bancorp's proxy statement and proxy card relating to the next annual meeting. Any such proposal will be subject to the requirements of the proxy rules adopted under the Exchange Act and, as with any stockholder proposal (regardless of whether included in Bancorp's proxy materials), Bancorp's charter and bylaws and applicable state law.

             To be considered for presentation at the next annual meeting, but not for inclusion in Bancorp's proxy statement and proxy card for that meeting, proposals must be received at the executive office of Bancorp no later than February 16, 2007, and no earlier than January 17, 2007. If, however, the date of the next annual meeting is before April 27, 2007 or after July 16, 2007, proposals must instead be received by the Company by the later of the 90th day before the date of the next annual meeting or the tenth day following the day on which notice of the date of the next annual meeting is mailed or public announcement of the date of the next annual meeting is first made, and no earlier than the 120th day prior to the date of the next annual meeting. If a stockholder proposal that is received by Bancorp after the applicable deadline is voted on at the next annual meeting, the holders of the proxies for that meeting will have the discretion to vote on the proposal in accordance with their best judgment and discretion, without any discussion of the proposal in Bancorp's proxy statement for the next annual meeting.

OTHER MATTERS

             The Board of Directors knows of no business that will be presented for consideration at the Annual Meeting other than the proposals discussed in this proxy statement. If, however, other matters are properly brought before the Annual Meeting, it is the intention of the holders of the proxies to vote the shares represented thereby on such matters in accordance with their best judgment.

             The cost of solicitation of proxies will be borne by Bancorp. Bancorp will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Common Stock. In addition to solicitation by mail, directors, officers and regular employees of Bancorp and/or Great Southern may solicit proxies personally or by telephone without additional compensation.

             A COPY OF BANCORP'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2005, AS FILED WITH THE SEC, MAY BE OBTAINED FROM THE SEC'S WEBSITE, AT WWW.SEC.GOV, OR FROM GREAT SOUTHERN'S WEBSITE, AT WWW.GREATSOUTHERNBANK.COM.

By Order of the Board of Directors /s/ Larry Larimore Larry Larimore, Secretary

Springfield, Missouri
April 12, 2006

             YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

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PROXY
GREAT SOUTHERN BANCORP, INC.

	PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS MAY 17, 2006
The undersigned hereby revokes all proxies previously given with respect to all shares of common stock, $.01 par value, of Great Southern Bancorp, Inc. ("Bancorp") which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Bancorp (the "Annual Meeting"), to be held at the Embassy Suites Hotel Northwest Arkansas, 3303 Pinnacle Hills Parkway, Rogers, Arkansas on May 17, 2006, at 10:30 a.m., local time, and appoints the official proxy committee of Bancorp, consisting of William E. Barclay, Larry D. Frazier, William V. Turner, Julie Turner Brown and Earl A. Steinert, Jr., each with full power of substitution, to act as attorneys-in-fact for the undersigned for the purpose of voting such stock at the Annual Meeting, and at any and all adjournments or postponements thereof, as fully and with the same effect as the undersigned might or could do if personally present as follows:

		For	With- hold	For All Except
1.	The election of two directors, each for a term of three years:
	THOMAS J. CARLSON and JOSEPH W. TURNER
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For All Except" and write that nominee's name in the space provided below.
		For	Against	Abstain
2.	The ratification of the appointment of BKD, LLP as Bancorp's independent registered public accounting firm for the fiscal year ending December 31, 2006.
PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING.
The Board of Directors recommends a vote "FOR" the nominees and proposal listed above.     THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN AND FOR THE RATIFICATION OF THE APPOINTMENT OF BKD, LLP. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

GREAT SOUTHERN BANCORP, INC.

This Proxy may be revoked in the manner described in the proxy statement dated April 12, 2006. The above signed acknowledges receipt from Bancorp, prior to the execution of this proxy, of the Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2005.           Please sign exactly as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. PLEASE ACT PROMPTLY COMPLETE, SIGN, DATE AND MAIL YOUR PROXY CARD TODAY

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.


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