VIEWPOINT FINANCIAL GROUP, INC.

ViewPoint Financial Group will be the mid-tier holding company for ViewPoint Bank when our change in structure is complete. It is not currently an operating company and has not engaged in any business to date. ViewPoint Financial Group will be chartered under federal law and will own 100% of the stock of ViewPoint Bank. After completion of the reorganization, ViewPoint Financial Group will direct ViewPoint Bank's business activities and may, in thefuture, acquire or organize other operating subsidiaries, including other financial institutions or other financial services companies, although it currently has no specific plans or agreements to do so.