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ViewPoint Financial Group Reports Third Quarter and Year-to-Date 2009 Earnings

November 5, 2009

Quarterly Earnings up 143.3% from 3rd Quarter 2008

PLANO, Texas, Nov. 5 /PRNewswire-FirstCall/ -- ViewPoint Financial Group (Nasdaq: VPFG) (the "Company"), the holding company for ViewPoint Bank, announced unaudited financial results today for the three and nine month periods ended September 30, 2009. Detailed results of the quarter will be available in the Company's Quarterly Report on Form 10-Q, which will be filed today and posted on our website, http://viewpointbank.com or http://viewpointfinancialgroup.com. Highlights for the quarter include:

    --  Quarterly EPS more than doubled from this time last year: Basic and
        diluted earnings per share of $0.12, up $0.07 from the same period last
        year.
    --  Quarterly net income increased by 143.3%:  Net income for the quarter
        ended September 30, 2009, was $2.9 million, an increase of $1.7 million,
        or 143.3%, from the quarter ended September 30, 2008.
    --  Purchase Program continued to fuel loan growth: $322.9 million of
        Purchase Program loans helped gross loans (including loans held for
        sale) to increase by $69.4 million, or 4.9%, from December 31, 2008.
    --  Deposit growth in all categories: Deposits increased by $190.0 million,
        or 12.3%, from December 31, 2008.

    --  Continued capital strength: The Company's equity to total assets was
        8.58%, and the Bank's tier one capital ratio was 7.65%, exceeding the
        regulatory minimum of 5% for a well-capitalized institution.

"ViewPoint Financial Group posted its highest quarterly earnings per share ever," said Gary Base, President and Chief Executive Officer. "Not only did we dramatically improve our earnings, we increased deposits and continued to show loan growth. These accomplishments in such a competitive banking environment and challenging economy are a testament to our front-line employees who are out there making relationships, attracting deposits, and making a difference in their communities."

Results of Operations for the Three Months Ended September 30, 2009

Net income for the three months ended September 30, 2009, was $2.9 million, an increase of $1.7 million, or 143.3%, from $1.2 million for the three months ended September 30, 2008. This increase in net income was driven by higher gain on sale of loans and net interest income, as well as operating expense reductions in advertising and outside professional services expense. Our basic and diluted earnings per share for the three months ended September 30, 2009, increased by $0.07 to $0.12.

Interest income increased by $969,000, or 3.8%, from $25.4 million for the three months ended September 30, 2008, to $26.4 million for the three months ended September 30, 2009.


                                     Three Months Ended
                                        September 30,
                                  -----------------------    Dollar   Percent
                                     2009          2008      Change    Change
                                     ----          ----      ------    ------
    Interest and dividend income             (Dollars in Thousands)
       Loans, including fees       $21,031        $17,602    $3,429     19.5%
       Securities                    5,039          7,601    (2,562)   -33.7%
       Interest-bearing deposits in
        other financial
        institutions                   315            176       139     79.0%
       Federal Home Loan Bank
        stock                            7             44       (37)   -84.1%
                                       ---             --       ---
                                   $26,392        $25,423      $969      3.8%
                                   =======        =======      ====

This increase was primarily due to an increase in interest income on loans as the average balance of loans (including loans held for sale) increased by $237.9 million, or 20.4%, from the three months ended September 30, 2008. This increase was driven by higher average balances in residential real estate (primarily a result of our Purchase Program that was introduced in July 2008) and commercial real estate loans.

Interest expense increased by $521,000, or 4.5%, from $11.7 million for the three months ended September 30, 2008, to $12.2 million for the three months ended September 30, 2009.


                                  Three Months Ended
                                     September 30,
                                 ---------------------     Dollar   Percent
                                   2009          2008      Change    Change
                                   ----          ----      ------    ------
    Interest expense                       (Dollars in Thousands)
       Deposits                   $8,545       $8,647       $(102)    -1.2%
       Federal Home Loan Bank
        advances                   3,421        2,900         521     18.0%
       Repurchase agreement          206          104         102     98.1%
                                     ---          ---         ---
                                 $12,172      $11,651        $521      4.5%
                                 =======      =======        ====

This increase was primarily caused by increased interest expense on Federal Home Loan Bank advances. The average balance of borrowings increased by $36.8 million, or 11.6%, from the three months ended September 30, 2008, and the average rate paid on borrowings increased by 31 basis points. While volume increased in all of our deposit categories, lower rates paid on our savings, money market, and time accounts contributed to lower interest expense on deposit accounts.

Noninterest income increased by $1.7 million, or 21.9%, from $8.0 million for the three months ended September 30, 2008, to $9.7 million for the three months ended September 30, 2009.


                                    Three Months Ended
                                       September 30,
                                   --------------------    Dollar    Percent
                                     2009       2008       Change    Change
                                     ----       ----       ------    ------
    Noninterest income                        (Dollars in Thousands)
       Service charges and fees     $4,798     $5,034       $(236)    -4.7%
       Brokerage fees                   90        144         (54)   -37.5%
       Net gain on sale of loans     3,797      2,352       1,445     61.4%
       Loan servicing fees              82         69          13     18.8%
       Bank-owned life insurance
        income                         103        301        (198)   -65.8%
       Valuation adjustment on
        mortgage servicing rights      109          -         109    100.0%
       Gain (loss) on sale of
        foreclosed assets              495         (8)        503   6287.5%
       Gain (loss) on disposition
         of assets                     (96)        (1)        (95)  9500.0%
       Other                           353         90         263    292.2%
                                       ---         --         ---
                                    $9,731     $7,981      $1,750     21.9%
                                    ======     ======      ======

Net gain on sale of loans increased as our mortgage banking subsidiary, ViewPoint Bankers Mortgage, Inc. (VPBM), sold $162.1 million in loans to outside investors during the three months ended September 30, 2009, compared to $67.6 million for the same period in 2008. The increase in sales can be attributed to a higher volume of one- to four-family loan originations partially due to increased refinance volume resulting from lower market interest rates. Gain on sale of foreclosed assets increased primarily due to a $440,000 recovery recognized in September 2009 on an REO property; this recovery offset losses recognized on this property throughout 2008 and 2009. Fees of $563,000 generated by our Purchase Program partially offset the decrease in service charges and fees, which was primarily attributable to a decrease in non-sufficient funds fees and a decline in debit card income as we have seen a trend of lower volume in these types of transactions.

Noninterest expense decreased by $136,000, or 0.74%, from $18.2 million for the three months ended September 30, 2008, to $18.1 million for the three months ended September 30, 2009.


                                    Three Months Ended
                                       September 30,
                                   --------------------    Dollar    Percent
                                     2009       2008       Change    Change
                                     ----       ----       ------    ------
    Noninterest expense                     (Dollars in Thousands)
       Salaries and employee
        benefits                   $11,451    $11,427         $24      0.2%
       Advertising                     286        529        (243)   -45.9%
       Occupancy and equipment       1,474      1,491         (17)    -1.1%
       Outside professional
        services                       460        832        (372)   -44.7%
       Regulatory assessments          844        317         527    166.2%
       Data processing               1,085      1,040          45      4.3%
       Office operations             1,456      1,488         (32)    -2.2%
       Deposit processing charges      203        245         (42)   -17.1%
       Lending and collection          326        344         (18)    -5.2%
       Other                           485        493          (8)    -1.6%
                                       ---        ---          --
                                   $18,070    $18,206       $(136)    -0.7%
                                   =======    =======       =====

The decrease in noninterest expense was primarily attributable to a decline in outside professional services expense, which was lower for the three months ended September 30, 2009, due to a decrease in consulting expense. In 2008, we employed consulting firms to streamline our processes and assist in meeting our staffing needs as we expanded our community and mortgage banking network and introduced our Purchase Program. We did not incur similar expenses during the same time period in 2009. Also, during the three months ended September 30, 2008, we recorded a litigation liability related to Visa, Inc.'s settlement with Discover Financial Services, which was covered litigation under Visa's retrospective responsibility plan-we had no similar transactions during the same time period in 2009. Advertising expense decreased as we shifted our focus to emphasize community marketing efforts rather than mass branding campaigns. The decline in noninterest expense was partially offset by an increase in regulatory assessments expense, as FDIC deposit insurance assessment rates have increased along with an increase in assessable deposits.

The slight increase in salaries and employee benefits was primarily due to organic growth, as we had $300,000 of increased salary expense in 2009 related to five new community bank offices opened in 2008 and 2009 and the addition of our Purchase Program division in July 2008. Also, salaries increased by $230,000 due to a higher number of salaried VPBM employees, as the headcount of employees paid on a salaried basis increased from 44 employees at August 31, 2008, to 60 employees at August 31, 2009. These increases were partially offset by salary expense savings due to the closure of nine in-store banking centers in 2009.

Results of Operations for the Nine Months Ended September 30, 2009

Non-GAAP net income for the nine months ended September 30, 2009, was $8.5 million, an increase of $4.3 million, or 100.0%, from $4.2 million for the nine months ended September 30, 2008. This increase was driven by higher gain on sale of loans and net interest income. Our non-GAAP basic and diluted earnings per share for the nine months ended September 30, 2009, increased by $0.17 to $0.35. A reconciliation of these non-GAAP income items to GAAP net income can be found in the tables accompanying this press release. Net income for the nine months ended September 30, 2009, was $306,000, a decrease of $3.8 million, or 92.5%, from net income of $4.1 million for the nine months ended September 30, 2008. This decline in net income was primarily due to an $8.1 million (net of tax, using a tax rate of 34%) impairment charge on the Company's collateralized debt obligations. We no longer have any collateralized debt obligations on our books. Net income before this impairment charge was $8.4 million, an increase of $4.3 million, or 105.2%, from the nine months ended September 30, 2008.

Interest income increased by $10.8 million, or 15.3%, from $70.8 million for the nine months ended September 30, 2008, to $81.6 million for the nine months ended September 30, 2009.


                                     Nine Months Ended
                                       September 30,
                                       -------------    Dollar   Percent
                                       2009     2008    Change   Change
                                       ----     ----    ------   ------
    Interest and dividend income           (Dollars in Thousands)
       Loans, including fees         $62,993  $47,208  $15,785     33.4%
       Securities                     18,066   22,360   (4,294)   -19.2%
       Interest-bearing deposits in
        other financial institutions     543      967     (424)   -43.8%
       Federal Home Loan Bank stock       10      225     (215)   -95.6%
                                         ---      ---     ----
                                     $81,612  $70,760  $10,852     15.3%
                                     =======  =======  =======

This increase was primarily due to an increase in interest income on loans as the average balance of loans (including loans held for sale) increased by $380.0 million, or 36.1%, from the nine months ended September 30, 2008. This increase was driven by higher average balances in residential real estate (primarily a result of our Purchase Program) and commercial real estate loans.

Interest expense increased by $4.5 million, or 13.7%, from $33.2 million for the nine months ended September 30, 2008, to $37.7 million for the nine months ended September 30, 2009.


                                     Nine Months Ended
                                       September 30,
                                       -------------    Dollar   Percent
                                       2009     2008    Change   Change
                                       ----     ----    ------   ------
    Interest expense                       (Dollars in Thousands)
       Deposits                      $26,404  $26,637    $(233)   -0.87%
       Federal Home Loan Bank
        advances                      10,782    6,341    4,441     70.0%
       Federal Reserve Bank
        borrowings                        29        -       29    100.0%
       Repurchase agreement              502      196      306    156.1%
                                         ---      ---      ---
                                     $37,717  $33,174   $4,543     13.7%
                                     =======  =======   ======

This increase was primarily caused by increased interest expense on Federal Home Loan Bank advances. The average balance of borrowings increased by $162.6 million, or 75.0%, from the nine months ended September 30, 2008, which was partially offset by a four basis point decrease in the average rate paid for borrowings from the nine months ended September 30, 2008. While volume increased in all of our deposit categories, lower rates paid on our savings, money market, and time accounts contributed to lower interest expense on deposit accounts.

Noninterest income decreased by $6.2 million, or 25.8%, from $24.2 million for the nine months ended September 30, 2008, to $18.0 million for the nine months ended September 30, 2009.


                                     Nine Months Ended
                                       September 30,
                                       -------------    Dollar   Percent
                                        2009     2008   Change   Change
                                        ----     ----   ------   ------
    Noninterest income                     (Dollars in Thousands)
       Service charges and fees      $14,063  $14,918    $(855)    -5.7%
       Brokerage fees                    229      364     (135)   -37.1%
       Net gain on sale of loans      12,834    6,520    6,314     96.8%
       Loan servicing fees               183      196      (13)    -6.6%
       Bank-owned life insurance
        income                           444      849     (405)   -47.7%
       Gain on redemption of Visa,
        Inc. shares                        -      771     (771)  -100.0%
       Valuation adjustment on
        mortgage servicing rights       (102)       -     (102)  -100.0%
       Impairment of collateralized
        debt obligation (all credit) (12,246)       -  (12,246)  -100.0%
       Gain on sale of available for
        sale securities                2,377        -    2,377    100.0%
       Gain (loss) on sale of
        foreclosed assets                219      (33)     252    763.6%
       Gain (loss) on disposition of
        assets                        (1,038)      11   (1,049) -9536.4%
       Other                           1,005      622      383     61.6%
                                       -----      ---      ---
                                     $17,968  $24,218  $(6,250)   -25.8%
                                     =======  =======  =======

Net gain on sale of loans increased as VPBM sold $518.3 million in loans to outside investors during the nine months ended September 30, 2009, compared to $193.0 million for the same period in 2008. The increase in sales can be attributed to a higher volume of one- to four-family loan originations partially due to increased refinance volume resulting from lower market interest rates. Non-interest income for the nine months ended September 30, 2009, included non-recurring losses such as a $12.2 million impairment on the remaining collateralized debt obligations--which were impaired to their fair value and sold in June 2009--and $993,000 in lease termination fees and leasehold improvement write-offs for in-store banking centers closed during the nine months ended September 30, 2009, which are reported as losses on disposition of assets.

Fees of $1.2 million generated by our Purchase Program partially offset the decrease in service charges and fees, which was primarily attributable to a decrease in non-sufficient funds fees and a decline in debit card income as we have seen a trend of lower volume in these types of transactions. Excluding the impairment related to collateralized debt obligations and the gain on sale of securities, non-interest income would have been $24.5 million, a 1.1% increase over the same time period in 2008.

Noninterest expense increased by $5.6 million, or 11.0%, from $51.0 million for the nine months ended September 30, 2008, to $56.6 million for the nine months ended September 30, 2009.


                                     Nine Months Ended
                                       September 30,
                                       -------------    Dollar   Percent
                                       2009     2008    Change   Change
                                       ----     ----    ------   ------
    Noninterest expense                    (Dollars in Thousands)
       Salaries and employee
        benefits                     $35,655  $31,786   $3,869     12.2%
       Advertising                       975    1,899     (924)   -48.7%
       Occupancy and equipment         4,538    4,113      425     10.3%
       Outside professional services   1,425    1,588     (163)   -10.3%
       Regulatory assessments          3,250      916    2,334    254.8%
       Data processing                 3,127    3,110       17      0.5%
       Office operations               4,424    4,497      (73)    -1.6%
       Deposit processing charges        666      755      (89)   -11.8%
       Lending and collection          1,001      941       60      6.4%
       Other                           1,579    1,438      141      9.8%
                                       -----    -----      ---
                                     $56,640  $51,043   $5,597     11.0%
                                     =======  =======   ======

This increase in noninterest expense was primarily due to organic growth as we have opened multiple new locations over the past year and paid additional mortgage loan production incentives due to higher mortgage originations. The increase in salary expense due to increased mortgage commissions is more than offset by a $6.3 million increase in the net gain on sale of loans, which is reported in noninterest income.

Over the past year, the Company opened five new community bank offices in Northeast Tarrant County, Oak Cliff, Grapevine, West Frisco, and Wylie and added a new Purchase Program division in July 2008, resulting in additional salary expense. This increase was partially offset by salary expense savings due to the closure of nine in-store banking centers during the nine months ended September 30, 2009. Since August 2008, VPBM has increased its salaried headcount by 16 employees, resulting in increased salary expense.

Advertising expense decreased as we shifted our focus to emphasize community marketing efforts rather than mass branding campaigns. Regulatory assessments expense increased due to increased regulatory fees, which included a $1.1 million FDIC special assessment booked as expense in the second quarter of 2009. This special assessment, adopted in May 2009, assessed FDIC-insured banks five basis points on a base of total assets less Tier One capital.

Financial Condition as of September 30, 2009

Total assets increased by $136.4 million, or 6.2%, to $2.35 billion at September 30, 2009, from $2.21 billion at December 31, 2008. The rise in total assets was primarily due to an increase in gross loans (including loans held for sale) and securities.


                                 September 30, December 31, Dollar   Percent
                                      2009         2008     Change    Change
                                      ----         ----     ------    ------
                                             (Dollars in Thousands)
    Mortgage loans:
       One- to four-family          $453,892     $498,961 $(45,069)    -9.0%
       Commercial                    442,626      436,483    6,143      1.4%
       One- to four-family
        construction                   3,860          503    3,357    667.4%
       Commercial construction           757            -      757    100.0%
       Mortgage loans held for
        sale                         350,116      159,884  190,232    119.0%
       Home equity                    98,917      101,021   (2,104)    -2.1%
                                      ------      -------   ------
         Total mortgage loans      1,350,168    1,196,852  153,316     12.8%
    Automobile loans                  76,780      111,870  (35,090)   -31.4%
    Other consumer loans              27,727       29,299   (1,572)    -5.4%
    Commercial non-mortgage
     loans                            24,601       18,574    6,027     32.4%
    Warehouse lines of credit              -       53,271  (53,271)  -100.0%
                                           -       ------  -------
         Total non-mortgage
          loans                      129,108      213,014  (83,906)   -39.4%

    Gross loans                   $1,479,276   $1,409,866  $69,410      4.9%
                                  ==========   ==========  =======

At September 30, 2009, mortgage loans held for sale consisted of $27.2 million of loans originated for sale by VPBM and $322.9 million of Purchase Program loans purchased for sale under our standard loan participation agreement, which enables our mortgage banking company clients to close one- to four-family real estate loans in their own name and temporarily finance their inventory of these closed loans until the loans are sold to investors approved by the Company. Our Purchase Program currently serves 20 clients and disbursed $1.42 billion in loans during the third quarter of 2009. The increase in mortgage loans held for sale over the last nine months was attributable to a $185.4 million increase in the volume of Purchase Program loans held under our standard loan participation agreement and VPBM's increased real estate production.

We saw increases in both our commercial real estate and commercial non-mortgage portfolios, while warehouse lines of credit decreased by $53.3 million. We have decided to discontinue warehouse lines of credit and focus on our Purchase Program due to the added benefits associated with direct relationship lending. Consumer loans decreased as we have continued to reduce our emphasis on consumer lending and are focused on originating residential and commercial loans. Nevertheless, we remain committed to meeting all of the banking needs of our customers, which includes offering them competitive consumer lending products.

Our non-performing loans to total loans ratio at September 30, 2009, was 1.30% compared to 0.38% at December 31, 2008. Non-performing loans increased by $9.9 million, from $4.7 million at December 31, 2008, to $14.6 million at September 30, 2009. The increase in non-performing loans was primarily due to three commercial real estate loans totaling $7.2 million that moved to non-performing during the nine months ended September 30, 2009. We have set aside a total of $955,000 in specific valuation allowances for these three loans.

The increase in our securities portfolio of $69.9 million was primarily caused by $458.6 million of securities purchased and was partially offset by maturities and paydowns totaling $315.0 million and sales proceeds totaling $73.8 million. The sale of 22 agency residential collateralized mortgage obligations and two agency residential mortgage-backed securities, with a cost basis of $71.2 million, resulted in a $1.6 million after-tax increase to earnings. We no longer have any collateralized debt obligations in our securities portfolio.

Total deposits increased by $190.0 million, or 12.3%, to $1.74 billion at September 30, 2009, from $1.55 billion at December 31, 2008.


                                  September 30, December 31, Dollar   Percent
                                      2009         2008      Change   Change
                                      ----         ----     ------    ------
                                           (Dollars in Thousands)
    Non-interest-bearing
     demand                         $184,869     $172,395    $12,474     7.2%
    Interest-bearing demand          207,223       98,884    108,339   109.6%
    Savings                          144,580      144,530         50     0.0%
    Money Market                     533,755      482,525     51,230    10.6%
    IRA savings                        8,749        8,188        561     6.9%
    Time                             658,905      641,568     17,337     2.7%
                                     -------      -------     ------
       Total deposits             $1,738,081   $1,548,090   $189,991    12.3%
                                  ==========   ==========   ========

We saw increases in all deposit categories, with the largest being a $108.3 million, or 109.6%, increase in interest-bearing demand accounts. This was primarily attributable to our Absolute Checking product, which currently provides a 4.0% annual percentage yield on account balances up to $50,000. This product encourages relationship accounts with required electronic transactions. Money market deposits increased due to a $50.8 million, or 11.8%, increase in consumer money market accounts. Additionally, time accounts increased primarily due to our participation in the CDARS® network. Non-interest-bearing demand accounts include $27.8 million of growth in our Purchase Program checking account, which is a non-interest-bearing demand account opened by our mortgage banking company clients who participate in the Purchase Program.

Federal Home Loan Bank advances decreased due to monthly principal paydowns. During the nine months ended September 30, 2009, the Company used deposit growth to fund loans more often than utilizing borrowings as a funding source.

Total shareholders' equity increased by $7.4 million, or 3.8%, from $194.1 million at December 31, 2008, to $201.5 million at September 30, 2009.


                               September 30,  December 31, Dollar   Percent
                                    2009         2008      Change   Change
                                    ----         ----      ------   ------
                                           (Dollars in Thousands)
    Common stock                     $262          $262        $-     0.0%
    Additional paid-in
     capital                      117,491       115,963     1,528     1.3%
    Retained Earnings             109,547       108,332     1,215     1.1%
    Accumulated other
     comprehensive income
     (loss)                         2,354        (1,613)    3,967   245.9%
    Unearned ESOP shares           (6,393)       (7,097)      704     9.9%
    Treasury stock                (21,708)      (21,708)        -     0.0%
                                  -------       -------       ---
       Total shareholders'
        equity                   $201,553      $194,139    $7,414     3.8%
                                 ========      ========    ======

This increase was primarily caused by the change in unrealized gains and losses on securities available for sale. The payment of dividends totaling $0.18 per share so far this year resulted in a $1.9 million reduction to shareholders' equity.

About ViewPoint Financial Group

ViewPoint Financial Group is the holding company for ViewPoint Bank. ViewPoint Bank operates 23 community bank offices and 16 loan production offices. For more information, please visit www.viewpointbank.com or www.viewpointfinancialgroup.com.

When used in filings by the Company with the Securities and Exchange Commission (the "SEC"), in the Company's press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "intends" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including, among other things, changes in economic conditions, legislative changes, changes in policies by regulatory agencies, fluctuations in interest rates, the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses, the Company's ability to access cost-effective funding, fluctuations in real estate values and both residential and commercial real estate market conditions, demand for loans and deposits in the Company's market area, competition, changes in management's business strategies and other factors set forth under Risk Factors in our Form 10-K, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to advise readers that the factors listed above could materially affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake - and specifically declines any obligation - to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.


                     VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
                  Condensed Consolidated Statements of Condition
                                  (In thousands)

                                              September 30, December 31,
                                                  2009         2008
                                                  ----         ----
    ASSETS                                    (Unaudited)
    Total cash and cash equivalents              $32,090      $32,513
    Securities available for sale, at
     fair value                                  471,178      483,016
    Securities held to maturity                  254,103      172,343
    Mortgage loans held for sale                 350,116      159,884
    Loans, net of allowance of $10,955-
     September 30, 2009, $9,068-December
     31, 2008                                  1,117,012    1,239,708
    Federal Home Loan Bank stock                  15,469       18,069
    Bank-owned life insurance                     28,022       27,578
    Premises and equipment, net                   50,455       45,937
    Accrued interest receivable and other
     assets                                       31,382       34,367
                                                  ------       ------
           Total assets                       $2,349,827   $2,213,415
                                              ==========   ==========

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Deposits
       Non-interest-bearing demand               184,869      172,395
       Interest-bearing demand                   207,223       98,884
       Savings and money market                  687,084      635,243
       Time                                      658,905      641,568
                                                 -------      -------
         Total deposits                        1,738,081    1,548,090
    Federal Home Loan Bank advances              344,735      410,841
    Repurchase agreement                          25,000       25,000
    Accrued interest payable and other
     liabilities                                  40,458       35,345
                                                  ------       ------
           Total liabilities                   2,148,274    2,019,276
                                               ---------    ---------

    Total shareholders' equity                   201,553      194,139
                                                 -------      -------
           Total liabilities and shareholders'
            equity                            $2,349,827   $2,213,415
                                              ==========   ==========



                      VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
                     Condensed Consolidated Statements of Income
                         (In thousands except per share data)

                                         Three Months Ended Nine Months Ended
                                             September 30,     September 30,
                                           ----------------   ---------------
                                            2009      2008      2009    2008
                                            ----      ----      ----    ----
    Interest and dividend income                       (unaudited)
       Loans, including fees              $21,031   $17,602   $62,993 $47,208
       Securities                           5,039     7,601    18,066  22,360
       Interest-bearing deposits in
        other
        financial institutions                315       176       543     967
       Federal Home Loan Bank stock             7        44        10     225
                                                -        --        --     ---
                                           26,392    25,423    81,612  70,760
    Interest expense
       Deposits                             8,545     8,647    26,404  26,637
       Federal Home Loan Bank advances      3,421     2,900    10,782   6,341
       Other borrowings                       206       104       531     196
                                              ---       ---       ---     ---
                                           12,172    11,651    37,717  33,174

    Net interest income                    14,220    13,772    43,895  37,586
    Provision for loan losses               1,775     1,867     4,711   4,505
                                            -----     -----     -----   -----
    Net interest income after provision
     for loan losses                       12,445    11,905    39,184  33,081

    Noninterest income                      9,731     7,981    17,968  24,218
    Noninterest expense                    18,070    18,206    56,640  51,043
                                           ------    ------    ------  ------

    Income before income tax expense        4,106     1,680       512   6,256
    Income tax expense                      1,213       491       206   2,168
                                            -----       ---       ---   -----

    Net income                             $2,893    $1,189      $306  $4,088
                                           ======    ======      ====  ======

    Basic and diluted earnings per share    $0.12     $0.05     $0.01   $0.17
                                            =====     =====     =====   =====



                      VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
                    Reconciliation of Non-GAAP to GAAP Net Income
                         (In thousands except per share data)

                                               Three Months    Nine Months
                                                   Ended          Ended
                                               September 30,   September 30,
                                               -------------   -------------
                                                2009    2008   2009    2008
                                                ----    ----   ----    ----
                                                        (unaudited)
    Net income                                $2,893  $1,189   $306  $4,088

    Share-based compensation expense, net of
     tax                                         316     307    915     853
    Impairment of collateralized debt
     obligations (all credit), net of tax          -       -  8,082       -
    Gain on sale of available for sale
     securities, net of tax                        -       - (1,569)      -
    Valuation adjustment on mortgage
     servicing rights, net of tax                (72)      -     67       -
    Loss relating to closure of in-store
     banking centers, net of tax                  59       -    655       -
    Visa litigation liability, net of tax          -      84      -      84
    Reversal of Visa litigation liability,
     net of tax                                    -       -      -    (294)
    Gain on redemption of Class B Visa, Inc.
     shares, net of tax                            -       -      -    (504)
                                                 ---     ---    ---    ----

    Non-GAAP net income                       $3,196  $1,580 $8,456  $4,227
                                              ======  ====== ======  ======

    Basic and diluted non-GAAP earnings per
     share                                     $0.13   $0.07  $0.35   $0.18
                                               =====   =====  =====   =====



                      VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
                               Selected Financial Data
                (Dollar amounts in thousands, except per share data)

                                         (unaudited)
                                      Three Months Ended
                     ----------------------------------------------------
                     Sept        June        Mar          Dec        Sept
                     2009        2009        2009        2008        2008
                     ----        ----        ----        ----        ----
    Share Data for
     Earnings per
     Share Calculation:
    Weighted
     average
     common
     shares
     outstanding  24,929,157  24,929,157  24,929,157  24,929,157  24,958,368
    Less:
     average
     unallocated
     ESOP shares    (649,537)   (672,886)   (696,319)   (722,090)   (749,177)
    Less:
     average
     unvested
     restricted
     shares         (260,118)   (307,219)   (344,161)   (346,161)   (346,161)
                    --------    --------    --------    --------    --------
    Average
     shares       24,019,502  23,949,052  23,888,677  23,860,906  23,863,030
    Diluted
     average
     shares       24,019,502  23,949,052  23,888,677  23,860,906  23,863,030

    Net income
     (loss)           $2,893     $(3,831)     $1,244     $(7,403)     $1,189
    EPS                $0.12      $(0.16)      $0.05      $(0.31)      $0.05
    Non-GAAP EPS       $0.13       $0.13       $0.09       $0.08       $0.07

    Share data at
     period-end:
    Total shares
     issued       26,208,958  26,208,958  26,208,958  26,208,958  26,208,958
    Less:
     Treasury
     stock        (1,279,801) (1,279,801) (1,279,801) (1,279,801) (1,279,801)
                  ----------  ----------  ----------  ----------  ----------
    Total shares
     outstanding  24,929,157  24,929,157  24,929,157  24,929,157  24,929,157

    Location Data:
    Number of
     full-
     service
     community
     bank offices         21          20          18          18          17
    Number of in-
     store
     banking
     centers               2           3           4          12          12
                         ---         ---         ---         ---         ---
    Total
     community
     bank offices         23          23          22          30          29
    Number of
     loan
     production
     offices              16          15          14          15          20

    Performance
     Ratios (1):
    Return on
     assets             0.51%      -0.68%       0.22%      -1.41%       0.24%
    Return on
     equity             5.78%      -7.86%       2.55%     -15.34%       2.41%
    Noninterest
     income to
     operating
     revenues          26.94%       2.86%      21.29%     -26.12%      23.89%
    Operating
     expenses to
     average
     total assets       3.16%       3.54%       3.33%       3.49%       3.74%
    Efficiency
     ratio (2)         75.45%      71.76%      83.31%      83.47%      83.69%

    Capital Ratios:
    Equity to
     total assets       8.58%       8.65%       8.76%       8.77%      10.03%
    Risk-based
     capital to
     risk-
     weighted
     assets (3)        14.33%      13.83%      10.97%      11.17%      13.68%
    Tier 1
     capital to
     risk-
     weighted
     assets (3)        13.60%      13.14%      10.40%      10.58%      13.05%


                                     (unaudited)
                                  Nine Months Ended
                                 -------------------
                                 Sept           Sept
                                 2009           2008
                                 ----           ----

    Share Data for Earnings
     per Share
     Calculation:
    Weighted average
     common shares
     outstanding              24,929,157      25,128,775
    Less:
     average
     unallocated
     ESOP shares                (672,743)       (776,000)
    Less:
     average unvested
     restricted shares          (303,525)       (389,718)
                                --------        --------
    Average shares            23,952,889      23,963,057
    Diluted average
     shares                   23,952,889      23,963,057

    Net income (loss)               $306          $4,088
    EPS                            $0.01           $0.17
    Non-GAAP EPS                   $0.35           $0.18

    Share data at period-end:
    Total shares issued       26,208,958      26,208,958
    Less:
     Treasury stock           (1,279,801)     (1,279,801)
                              ----------      ----------
    Total shares outstanding  24,929,157      24,929,157

    Location Data:
    Number of full-
     service community
     bank offices                     21              17
    Number of in-store
     banking centers                   2              12
                                     ---             ---
    Total community
     bank offices                     23              29
    Number of loan
     production offices               16              20

    Performance Ratios (1):
    Return on assets                0.02%           0.30%
    Return on equity                0.21%           2.69%
    Noninterest income to
     operating revenues            18.04%          25.50%
    Operating expenses to
     average total assets           3.34%           3.71%
    Efficiency ratio (2)           76.43%          82.59%

    Capital Ratios:
    Equity to total assets          8.58%          10.03%
    Risk-based capital to
     risk-weighted
     assets (3)                    14.33%          13.68%
    Tier 1 capital to
     risk-weighted
     assets (3)                    13.60%          13.05%

    (1) With the exception of end of period ratios, all ratios are based on
        average monthly balances and are annualized where appropriate.
    (2) Calculated by dividing total noninterest expense by net interest
        income plus noninterest income, excluding impairment on securities.
    (3) Calculated at the ViewPoint Bank level, which is subject to capital
        adequacy requirements by the Office of Thrift Supervision.



                      VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
                         Selected Financial Data, continued
                 (Dollar amounts in thousands, except per share data)

                                           (unaudited)
                                        Three Months Ended
                        ----------------------------------------------------
                        Sept        June        Mar          Dec        Sept
                        2009        2009        2009        2008        2008
                        ----        ----        ----        ----        ----
    Asset Quality
     Data and Ratios:
    Non-performing
     loans            $14,640      $7,337      $6,029      $4,745      $4,706
    Non-performing
     assets to
     total assets        0.67%       0.40%       0.34%       0.29%       0.27%
    Non-performing
     loans to
     total loans 4       1.30%       0.62%       0.49%       0.38%       0.39%
    Allowance for
     loan losses
     to non-performing
     loans              74.83%     136.24%     157.54%     191.11%     180.92%
    Allowance for
     loan losses
     to total
     loans (4)           0.97%       0.84%       0.76%       0.73%       0.70%

    Average
     Balances:
    Loans (5)      $1,406,372  $1,429,924  $1,459,716  $1,293,372  $1,168,465
    Securities        619,359     616,683     659,476     630,598     645,433
    Overnight
     deposits         132,937      74,415      27,994      54,483      29,270
                      -------      ------      ------      ------      ------
      Total
       interest-
       earning
       assets       2,158,668   2,121,022   2,147,186   1,978,453   1,843,168
    Deposits:
      Interest-
       bearing
       demand        $180,997    $137,302    $104,381     $95,148     $83,742
      Savings and
       money
       market         674,768     667,376     644,216     621,349     615,787
      Time            659,951     672,779     662,419     567,040     503,943
    FHLB advances
     and other
     borrowings       354,095     365,950     418,152     406,501     317,296
                      -------     -------     -------     -------     -------
      Total
       interest-
       bearing
       liabilities $1,869,811  $1,843,407  $1,829,168  $1,690,038  $1,520,768

    Yields:
    Loans                5.98%       5.94%       5.68%       5.93%       6.03%
    Securities           3.26%       4.09%       4.08%       4.59%       4.74%
    Overnight
     deposits            0.95%       0.91%       0.84%       1.67%       2.41%
      Total
       interest-
       earning
       assets            4.89%       5.22%       5.13%       5.39%       5.52%
    Deposits:
      Interest-
       bearing
       demand            2.16%       1.86%       1.56%       1.37%       1.23%
      Savings and
       money
       market            1.73%       1.81%       2.10%       2.43%       2.44%
      Time               2.82%       3.01%       3.24%       3.38%       3.68%
    FHLB advances
     and other
     borrowings          4.10%       4.13%       3.74%       4.04%       3.79%
      Total
       interest-
       bearing
       liabilities       2.60%       2.71%       2.85%       3.08%       3.06%
    Net interest
     spread              2.29%       2.51%       2.28%       2.31%       2.46%
    Net interest
     margin              2.63%       2.87%       2.70%       2.76%       2.99%


                                (unaudited)
                              Nine Months Ended
                              -----------------
                               Sept        Sept
                               2009        2008
                               ----        ----
    Asset Quality Data and
     Ratios:
    Non-performing loans      $14,640      $4,706
    Non-performing assets to
     total assets                0.67%       0.27%
    Non-performing
     loans to total loans (4)    1.30%       0.39%
    Allowance for loan losses
     to non-performing
     loans                      74.83%     180.92%
    Allowance for loan losses
     to total loans (4)         0.97%       0.70%

    Average Balances:
    Loans (5)              $1,432,004  $1,052,031
    Securities                631,839     626,232
    Overnight deposits         78,449      47,061
                               ------      ------
      Total interest-
       earning assets       2,142,292   1,725,324
    Deposits:
      Interest-bearing
       demand                $140,893     $74,216
      Savings and money
       market                 662,120     594,464
      Time                    665,050     509,980
    FHLB advances
     and other borrowings     379,399     216,757
                              -------     -------
      Total interest-
       bearing liabilities $1,847,462  $1,395,417

    Yields:
    Loans                        5.87%       5.98%
    Securities                   3.81%       4.81%
    Overnight deposits           0.92%       2.74%
      Total interest-
       earning assets            5.08%       5.47%
    Deposits:
      Interest-bearing
       demand                    1.91%       0.98%
      Savings and money market   1.87%       2.39%
      Time                       3.02%       4.03%
    FHLB advances and other
     borrowings                  3.98%       4.02%
      Total interest-bearing
       liabilities               2.72%       3.17%
    Net interest spread          2.36%       2.30%
    Net interest margin          2.73%       2.90%

    (4) Total loans does not include loans held for sale.
    (5) Includes loans held for sale.

SOURCE ViewPoint Financial Group

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