Viewpoint Financial S1/A IPO registration (amended)

As filed with the Securities and Exchange Commission on June 13, 2006

Registration No. 333-133361

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________

REGISTRATION STATEMENT ON FORM S-1 /A
UNDER
THE SECURITIES ACT OF 1933

____________

VIEWPOINT FINANCIAL GROUP
(Exact name of registrant as specified in its charter)

United States

(State or other jurisdiction of
incorporation or organization)

6035

Primary Standard Industrial
Classification Code Number)

20-4484783

(I.R.S. Employer Identification No.)

1309 W. 15^th Street, Plano, Texas 75075
(972) 578-5000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

____________

Garold R. Base, President and Chief Executive Officer
ViewPoint Financial Group
1309 W. 15^th Street
Plano, Texas 75075
(972) 578-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Michael S. Sadow, PC
Martin L. Meyrowitz, P.C.
Beth A. Freedman, Esq.
SILVER, FREEDMAN & TAFF, L.L.P.
(a limited liability partnership including professional corporations)
1700 Wisconsin Avenue, NW
Washington, DC 20007
(202) 295-4500

Joseph G. Passaic, Jr., Esq.
David Teeples, Esq.
PATTON BOGGS LLP
2550 M Street, N.W.
Washington, D.C. 20037
(202) 457-6000

____________

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

             If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X]
             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]
             If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [  ]
             If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [  ]

	CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price⁽¹⁾	Amount of Registration Fee⁽¹⁾
Common Stock, par value $.01 per share	11,604,938 shares	$10.00	$116,049,380	$12,417.28

_______________________
(1) Estimated solely for the purpose of calculating the registration fee, of which $11,780.50 was previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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ViewPoint Financial Group
Proposed Holding Company for ViewPoint Bank
10,091,250 Shares of Common Stock

             ViewPoint Bank, Plano, Texas, is reorganizing into the mutual holding company form of organization. ViewPoint Bank will become a wholly owned subsidiary of ViewPoint Financial Group, a federally chartered corporation to be formed in connection with the reorganization. As part of the reorganization, ViewPoint Financial Group is offering for sale up to 10,091,250 shares of its common stock. The shares being offered represent 45.0% of ViewPoint Financial Group's outstanding common stock following the offering. After the offering, 55.0% of ViewPoint Financial Group's outstanding common stock will be owned by ViewPoint MHC, our federally chartered mutual holding company parent to be formed as part of the reorganization.

             We must sell a minimum of 7,458,750 shares to complete the offering, and we will terminate the offering if we do not sell the minimum number of shares. We may sell up to 11,604,938 shares because of regulatory considerations or changes in market or economic conditions without resoliciting subscribers. The offering is scheduled to terminate at 12:00 noon, Plano, Texas time, on _________ __, 2006. We may extend the termination date without notice to you, until _________ __, 2006, unless the Office of Thrift Supervision approves a later date, which may not be beyond _________ __, 2008.

             The minimum purchase is 25 shares of common stock. Generally, the maximum purchase that an individual may make through a single deposit account is 40,000 shares and no person, alone or together with an associate or group of persons acting in concert, may purchase more than 70,000 shares. For further information concerning the limitations on purchases of common stock, see "The Reorganization and Stock Offering–Limitations on Stock Purchases." Once submitted, orders are irrevocable unless the offering is terminated or extended beyond _________ __, 2006. If the offering is extended beyond _________ __, 2006, subscribers will have the right to modify or rescind their purchase orders. Funds received prior to the completion of the offering will be held in an account at ViewPoint Bank or, at our discretion, at another federally insured depository institution, and will bear interest at our statement savings rate, which is currently 0.50% per annum. If the offering is terminated, subscribers will have their funds returned promptly, with interest.

             Keefe, Bruyette & Woods, Inc. will use its best efforts to assist us in selling our common stock, but is not obligated to purchase any of the common stock that is being offered for sale. Subscribers will not pay any commissions to purchase shares of common stock in the offering. There is currently no public market for the common stock. Keefe, Bruyette & Woods has advised us that it intends to make a market in the common stock, but is under no obligation to do so. We expect that the common stock of ViewPoint Financial Group will be quoted on The NASDAQ National Market under the symbol "VPFG."

This investment involves risk, including the possible loss of principal.

Please read the "Risk Factors" beginning on page 16.

TERMS OF THE OFFERING

	Minimum	Maximum	Maximum, as adjusted

Per Share Price	$10.00	$10.00	$10.00
Number of Shares	7,458,750	10,091,250	11,604,938
Underwriting Commission	$664,000	$906,000	$1,046,000
Other Expenses	$1,750,000	$1,750,000	$1,750,000
Net Proceeds to ViewPoint Financial Group	$72,174,000	$98,257,000	$113,253,000
Net Proceeds Per Share	$9.68	$9.74	$9.76

             See "The Reorganization and Stock Offering – Plan of Distribution and Marketing Arrangements" for a complete description of the underwriting commission paid in connection with this offering.

             These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

             Neither the Securities and Exchange Commission, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, nor any state securities regulator has approved or disapproved these securities or has determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

For information on how to subscribe, call the Stock Information Center at (___) ___-____.
__________________

KEEFE, BRUYETTE & WOODS
__________________

The date of this prospectus is __________ __, 2006

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TABLE OF CONTENTS

	Page
SUMMARY	1
RISK FACTORS	16
FORWARD-LOOKING STATEMENTS	21
SELECTED FINANCIAL AND OTHER DATA	23
VIEWPOINT FINANCIAL GROUP	25
VIEWPOINT BANK	25
VIEWPOINT MHC	25
HOW WE INTEND TO USE THE PROCEEDS	26
MARKET FOR THE COMMON STOCK	28
OUR POLICY REGARDING DIVIDENDS	28
PRO FORMA DATA	29
CAPITALIZATION	34
WE EXCEED ALL REGULATORY CAPITAL REQUIREMENTS	35
THE REORGANIZATION AND STOCK OFFERING	36
PROPOSED PURCHASES BY MANAGEMENT	58
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	59
BUSINESS OF VIEWPOINT BANK	79
MANAGEMENT	109
HOW WE ARE REGULATED	119
TAXATION	125
RESTRICTIONS ON ACQUISITION OF VIEWPOINT FINANCIAL GROUP AND VIEWPOINT BANK	126
DESCRIPTION OF CAPITAL STOCK OF VIEWPOINT FINANCIAL GROUP	128
TRANSFER AGENT AND REGISTRAR	129
EXPERTS	129
LEGAL AND TAX OPINIONS	130
ADDITIONAL INFORMATION	130
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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[INSERT MAP WITH OFFICE LOCATIONS AND MARKET AREA]

SUMMARY

The following summary explains selected information regarding the reorganization, the offering of common stock by ViewPoint Financial Group and the business of ViewPoint Bank. We have included a summary of material information; however, no summary can contain all the information that may be important to you. For additional information, you should read this prospectus carefully, including the consolidated financial statements and the notes to the consolidated financial statements.

Overview

As part of the reorganization to the mutual holding company form of ownership, ViewPoint Financial Group is conducting this offering of between 7,458,750 and 10,091,250 shares of common stock to raise additional capital to support operational growth. The shares purchased in this offering will constitute 45.0% of the outstanding shares of ViewPoint Financial Group, and the remaining 55.0% of its shares will be owned by ViewPoint MHC, as required by regulations of the Office of Thrift Supervision. The offering includes a subscription offering in which certain persons, including depositors of ViewPoint Bank, have prioritized subscription rights. There are limitations on how many shares a person may purchase. The amount of capital being raised is based on an appraisal of ViewPoint Financial Group and a decision by management to offer 45.0% of our shares of common stock to the publ ic. Most of the terms and requirements of this offering are required by regulations of the Office of Thrift Supervision. The same directors and certain officers who manage ViewPoint Bank will manage ViewPoint Financial Group and ViewPoint MHC.

The Companies

ViewPoint Financial Group

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 the future, 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. ViewPoint Financial Group's main office is located at 1309 W. 15th Street, Plano, Texas 75075 and its telephone number is (972) 578-5000.

ViewPoint Bank

ViewPoint Bank is a federal mutual savings bank that converted on January 1, 2006 from a state-chartered credit union known as Community Credit Union. As of March 31, 2006, we had 34 full service offices, including 19 in-store locations. Of our 19 in-store locations, 15 are located in Albertsons grocery stores. Albertsons recently sold its stores in Texas. We are currently aware that two Albertsons stores in which we have in-store locations are expected to be closed in early August 2006. The impact of this sale, if any, on our remaining 13 Albertsons in-store locations is not yet known but in any event is not expected to have a material effect on our operations.

We are changing our structure by becoming a stock savings bank. Unless the context indicates otherwise, references to ViewPoint Bank prior to January 1, 2006 shall include Community Credit Union. Our executive office is located at 1309 W. 15th Street, Plano, Texas 75075 and our telephone number at this address is (972) 578-5000.

We operate in the Dallas/Fort Worth Metroplex, which is ranked ninth nationally in population size according to the U.S. Census Bureau. We are in the business of attracting deposits from the public through our branch network and borrowing funds to originate loans and to invest in securities. A large percentage of our loans consist of automobile loans. We also originate mortgage loans secured by one- to four-family residential real estate and commercial real estate and other consumer and commercial business loans. At March 31, 2006, our loan portfolio was comprised of 49.0% automobile loans, 35.0% one- to four-family loans (including home equity loans), 11.3% commercial real estate loans, 0.9% commercial business loans, and 3.8% other consumer loans.

We are currently emphasizing one- to four-family residential and commercial real estate lending and reducing our focus on indirect automobile lending. This change in emphasis is a result of management's decision to reduce the risk profile of ViewPoint Bank's loan portfolio, expand our lending in our market area and to obtain compliance with Office of Thrift Supervision lending limits. See "Risk Factors - Risks Related to Our business -- Our loan portfolio possesses increased risk due to our substantial number of consumer loans," and "How We Are Regulated - ViewPoint Bank -- Office of Thrift Supervision." As required by regulations, we intend to reduce consumer loans, commercial paper and corporate debt securities, which at March 31, 2006 were 37.2% of total assets, to no more than 35.0% of total assets within three years by emphasizing the origination of residential and commercial real estate loans, and by de-emphasizing indirect automobile loans. We offer a variety of deposit accounts and emphasize customer service. Deposits, particularly money market and demand deposit accounts, are our primary source of funds for our lending and investing activities. We are subject to comprehensive regulation and examination by the Office of Thrift Supervision. At March 31, 2006, we had total assets of $1.49 billion, deposits of $1.32 billion, and equity of $107.5 million.

ViewPoint MHC

Upon completion of our change in structure and the stock offering, ViewPoint MHC is expected to own 55.0% of the outstanding shares of ViewPoint Financial Group. Persons who had membership rights in ViewPoint Bank as of the date of the change in structure will have these rights automatically exchanged for identical rights in ViewPoint MHC after the change in structure. So long as ViewPoint MHC exists, it is required by the Office of Thrift Supervision regulations to own a majority of the voting stock of ViewPoint Financial Group. As a result, shareholders other than ViewPoint MHC will not be able to exercise voting control over most matters put to a vote of shareholders of ViewPoint Financial Group. ViewPoint MHC, through its board of directors, will be able to exercise voting control over most matters put to a vote of shareholders.

ViewPoint MHC is not expected to engage in any business activity other than holding more than half of the shares of ViewPoint Financial Group and investing any funds retained by it. ViewPoint MHC's main office is located at 1309 W. 15th Street, Plano, Texas 75075 and its telephone number is (972) 578-5000.

Our Operating Strategy

Our mission is to operate and grow a profitable community-oriented financial institution serving primarily retail customers and small businesses in our market area. After the reorganization and stock offering, we plan to continue our strategy of:

retaining our essentially mutual, community oriented charter and reinvesting the proceeds of the offering consistent with our historical commitment to meet the financial needs of the communities we serve;

controlling operating expenses while continuing to provide quality personal service to our customers;
growing and diversifying our loan portfolio by emphasizing the origination of one- to four-family residential mortgage loans, commercial real estate loans and secured business loans, and de-emphasizing indirect automobile lending, which will allow us to meet our qualified thrift lender requrements;
selectively emphasizing products and services to provide diversification of revenue sources and to capture our customer's full relationship. We intend to continue to expand our business by cross selling our loan and deposit products and services to our customers;
expanding our banking network by opening loan production offices and de novo branches, and by selectively acquiring branch offices and other financial institutions;
enhancing our focus on core deposits, including savings and checking accounts;
borrowing from the Federal Home Loan Bank of Dallas for interest rate risk management purposes; and
maintaining a high level of asset quality.

For a more detailed description of our products and services, as well as our business strategy, see "Business of ViewPoint Bank" beginning on page 79.

The Reorganization

Reorganization into a Mutual Holding Company. We do not have stockholders in our current mutual form of ownership. Our depositors currently have the right to vote on certain matters such as the election of directors and a mutual holding company reorganization. The reorganization is a series of transactions by which we will convert our corporate structure from a mutual savings bank to the mutual holding company form of ownership. Following the reorganization, ViewPoint Bank will become a federal stock savings bank subsidiary of ViewPoint Financial Group. ViewPoint Financial Group will be a majority-owned subsidiary of ViewPoint MHC. Our members will become members of ViewPoint MHC, and will continue to have the same voting rights in ViewPoint MHC as they presently have in ViewPoint Bank. As a federal stock savings bank, we will continue to be subject to the regulation and supervision of the Office of Thrift Supervisi on and the Federal Deposit Insurance Corporation.

After the reorganization, our ownership structure will be as follows:

We are offering between 7,458,750 and 10,091,250 shares of ViewPoint Financial Group at $10.00 per share. In the event of changes in financial market conditions before we complete the offering, the offering may increase to 11,604,938 shares with the approval of the Office of Thrift Supervision and without any notice to you. If we increase the offering, you will not have the opportunity to change or cancel your stock order.

Keefe, Bruyette & Woods will assist us in selling the stock. For further information about Keefe, Bruyette & Woods' role in the offering, see "The Reorganization and Stock Offering – Plan of Distribution and Marketing Arrangements."

Reasons for the Reorganization and the Stock Offering

The primary reasons for the reorganization and our decision to conduct the offering are to:

provide us with greater operating flexibility and allow us to better compete with other financial institutions;
increase our capital to support future growth and profitability while remaining within regulatory capital requirements; and
retain the characteristics of a mutual organization. The mutual holding company structure will allow our mutual holding company to retain voting control over most decisions to be made by ViewPoint Financial Group shareholders.

The reorganization and the capital raised in the offering are expected to:

help us remain an independent community bank by giving us the financial strength to grow our bank and better enable us to serve our customers in our market area;
enable us to increase lending limits and support our emphasis on real estate lending and the development of new products and services;

provide additional funding to continue the growth of our branch network in our market area;
help us retain and attract qualified management through stock-based compensation plans; and
structure our business in a form that will enable us to access the capital markets.

We intend to expand our branch network, primarily within our existing market area over the next few years. We do not, however, have any specific plans or arrangements for this expansion and/or any specific acquisition plans. In March 2006, we opened a commercial real estate loan production office in Houston, Texas, and in May 2006, we opened a residential real estate loan production office in the Oak Cliff section of Dallas, Texas. We also intend to open a loan production office during June 2006 in Grapevine, Texas.

Conditions to Completing the Reorganization

We are conducting the reorganization under the terms of our plan of reorganization and stock issuance. We cannot complete the reorganization and related offering unless the plan of reorganization and stock issuance is approved by at least a majority of votes eligible to be cast by members of ViewPoint Bank, we sell at least the minimum number of shares offered and we receive the final approval of the Office of Thrift Supervision to complete the reorganization and offering.

Terms of the Offering

We are offering the shares of common stock in a subscription offering to those with subscription rights listed below in the following order of priority:

Depositors who held at least $50 with us on December 31, 2004;
The ViewPoint Financial Group employee stock ownership plan;
Depositors, other than directors and officers of ViewPoint Financial Group and ViewPoint Bank, who held at least $50 with us on March 31, 2006 who do not qualify under priority (1) above; and
Depositors with us on ______ __, 2006, to the extent not already included in a prior category.

If we receive subscriptions for more shares than are to be sold in this subscription offering, shares will be allocated in order of the priorities described above under a formula outlined in the plan of reorganization and stock issuance. If we increase the number of shares to be sold above 10,091,250, the employee stock ownership plan will have the first priority right to purchase any shares exceeding that amount to the extent that its subscription has not previously been filled. Any shares remaining will be allocated in the order of priorities described above. Shares of common stock not subscribed for in the subscription offering will be offered to the general public in a direct community offering with a preference to natural persons residing in Collin, Dallas, Denton, Grayson, Rockwall and Tarrant counties, Texas and, if necessary, through a public offering. See "The Reorganization and Stock Off ering" for a description of the allocation procedure.

Purchase Limitations

The minimum purchase is 25 shares of common stock. Generally, no individual, or individuals through a single account, may purchase more than $400,000 (40,000 shares of common stock). If any of the following persons purchase shares of common stock, their purchases, when combined with your purchases, cannot exceed $700,000 (70,000 shares):

your spouse, or relatives of you or your spouse living in your house;
companies or other entities in which you have a 10% or greater equity or substantial beneficial interest or in which you serve as a senior officer or partner;
a trust or other estate if you have a substantial beneficial interest in the trust or estate or you are a trustee or fiduciary for the trust or other estate; or
other persons who may be acting together with you (including, but not limited to, persons who file jointly a Schedule 13G or Schedule 13D Beneficial Ownership Report with the SEC).

Subject to Office of Thrift Supervision approval, we may increase or decrease the purchase limitations in the offering at any time. In addition, in any direct community offering or public offering, we will first fill orders for our common stock up to a maximum of 1,000 shares. Thereafter, we will allocate any remaining shares of common stock on an equal number of shares per order basis, until we fill all orders. Our tax-qualified benefit plans, including our employee stock ownership plan, are authorized to purchase up to 10% of the shares sold in the offering without regard to these purchase limitations. See "The Reorganization and Stock Offering - Limitations on Stock Purchases."

How We Determined the Offering Range and the $10.00 Price Per Share

The independent appraisal by Feldman Financial Advisors dated as of May 31, 2006, established the offering range. This appraisal was based on our financial condition and operations and the effect of the additional capital raised in this offering. The $10.00 price per share was determined by our board of directors and is the price most commonly used in stock offerings involving reorganizations of mutual savings institutions. Feldman Financial Advisors will receive fees totaling $65,000 for its appraisal services, plus reasonable out-of-pocket expense incurred in connection with the appraisal.

Two measures that some investors use to analyze whether a stock may be a good investment are the ratio of the offering price to the issuer's "book value" and the ratio of the offering price to the issuer's annual net income. Feldman Financial Advisors considered these ratios, among other factors, in preparing its appraisal. Book value is the same as total equity and represents the difference between the issuer's assets and liabilities. Feldman Financial Advisors' appraisal also incorporated an analysis of a peer group of publicly traded thrift holding companies that Feldman Financial Advisors considered to be comparable to ViewPoint Financial Group. This analysis included an evaluation of the average and median price-to-earnings and price-to-book value ratios indicated by the market prices of the peer companies. Feldman Financial Advisors applied the peer group's pricing ratios, as adjusted for certain qualitative valuation factors to account for differences between ViewPoint Financial Group and the peer group, to ViewPoint Financial Group's pro forma earnings and book value to derive the estimated pro forma market value of ViewPoint Financial Group.

Feldman Financial Advisors has estimated that as of May 31, 2006, the pro forma market value of ViewPoint Financial Group ranged from a minimum of $165,750,000 to a maximum of $224,250,000, with a midpoint of $195,000,000. Based on this valuation, the decision to sell 45.0% of this value to the public and the $10.00 per share price, the number of shares of common stock being issued by ViewPoint Financial Group to the public will range from 7,458,750 shares to 10,091,250 shares, with a midpoint of 8,775,000 shares. The estimated offering range of ViewPoint Financial Group may be increased by up to 15%, up to $116,049,375.

The following table presents a summary of selected pricing ratios for the peer group companies and for ViewPoint Financial Group on a non-fully converted basis as of and for the year ended December 31, 2005. The peer group, which consists of 11 publicly traded thrift holding companies, which are all in mutual holding company form, includes companies that range in asset size from $556.8 million to $2.0 billion and have market capitalizations ranging from $76.9 million to $996.5 million. Compared to the average pricing ratios of the peer group, our pro forma pricing ratios at the maximum of the offering range indicated a premium of 162.7% on a price-to-earnings basis and a discount of 43.2% on a price-to-book basis. The estimated appraised value and the resulting discounts took into consideratio n the potential financial impact of the offering. Care should be exercised in using this non-fully converted basis of calculating price to earnings multiple and price to book value ratio, as a number of the peer group companies sold less than 45% of their value in their offerings. Further, a number of these companies have repurchased some of their common stock which also increases the mutual holding company's percentage ownership and distorts a comparative calculation.

The financial impact of the offering includes the gross proceeds of the offering, less offering expenses and the effects of the benefit plans we expect to implement. Earnings used in the calculation of the price-to-earnings ratio are defined as our normalized tax-effected earnings for the twelve months ended March 31, 2006, which are our earnings less the one-time deferred tax benefit received upon becoming a taxable entity, plus the financial impact of the offering. The financial impact of the offering includes the pro forma after-tax income generated from the reinvestment of the net proceeds of the offering, less the expense related to the benefit plans.

	Non-Fully Converted Price to Earnings Multiple	Non-Fully Converted Price to Book Value Ratio
ViewPoint Financial Group
Maximum, as adjusted	125.0x	124.8%
Maximum	111.1x	115.9%
Minimum	100.0x	97.2%

Valuation of peer group companies
as of May 31, 2006⁽¹⁾ Averages42.3x204.1% Medians38.7x194.1% ____________
(1) Reflects earnings and equity as of or for the most recent 12-month period.

The following table presents a summary of selected pricing ratios for the peer group companies and ViewPoint Financial Group with the ratios adjusted to the hypothetical case of being fully converted. Compared to the average fully converted pricing ratios of the peer group, our pro forma fully converted pricing ratios at the maximum of the offering range indicated a premium of 99.6% on a price-to-earnings basis and a discount of 23.5% on a price-to-book basis. Feldman Financial Advisors' calculations of the fully converted pricing multiples for the peer group companies assume the pro forma impact of selling the mutual holding company shares of each of the peer group companies at their respective trading prices as of March 31, 2006. Feldman Financial Advisors' calculation of our fully converted pricing ratios assumes the pro forma impact of selling 100% of the shares to be outstanding at $10.00 per share.

	Fully Converted Price to Earnings Multiple	Fully Converted Price to Book Value Ratio
ViewPoint Financial Group
Maximum, as adjusted	62.5x	78.1%
Maximum	62.5x	74.5%
Minimum	58.8x	66.3%

Valuation of peer group
companies as of May 31, 2006⁽¹⁾ Averages31.3x97.3% Medians27.1x97.7%____________
(1) Reflects earnings and equity as of or for the most recent 12-month period.

The independent appraisal does not indicate market value. Do not assume or expect that our appraised value means that our common stock will trade at or above $10.00 per share after the offering.

The following table is a summary of the information that was provided to our board of directors by Feldman Financial Advisors as part of its appraisal. The appraisal contained information for all mutual holding company organizations conducting a minority stock offering that was completed during the period from January 1, 2005 through May 31, 2006. The table presents the average percentage stock price appreciation from the initial trading date to the dates presented in the table. Feldman Financial Advisors advised our board of directors that its appraisal was prepared in conformance with the regulatory appraisal methodology. That methodology requires a valuation based on an analysis of the trading prices of comparable public thrift holding companies whose stock has traded for at least one year prior to the valuation date. Feldman Financial Advi sors also advised our board of directors that the aftermarket trading experience of recent transactions was considered in the appraisal as a general indicator of current market conditions, but was not relied upon as a primary valuation methodology.

This table is not intended to indicate how our stock may perform. Furthermore, this table presents only short-term price performance and may not be indicative of the longer-term stock price performance of these companies. The increase in any particular company's stock price is subject to various factors, including, but not limited to, the amount of proceeds a company raises, the company's historical and anticipated operating results, the nature and quality of the company's assets, the company's market area, and the quality of management and management's ability to deploy proceeds (such as through loans and investments, the acquisition of other financial institutions or other businesses, the payment of dividends and common stock repurchases). In addition, stock prices may be affected by general market and economic conditions, the interest rate environment, the market for financial institutions and merger or takeover tra nsactions, the presence of professional and other investors who purchase stock on speculation, as well as other unforeseeable events not in the control of management. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the "Risk Factors."

Number of Transactions	Price Appreciation After One Month	Price Appreciation Through May 31, 2006
22	3.9%	15.1%

The independent appraisal will be updated before we complete the offering. Any changes in the appraisal would be subject to Office of Thrift Supervision approval.

Data presented in the table reflects a small number of transactions. While stock prices of similar institutions have, on average, increased for the limited period presented, there can be no assurance that our stock price will appreciate the same amount, if at all. There also can be no assurance that our stock price will not trade below the initial offering price of $10.00 per share. The substantial proceeds raised as a percentage of pro forma stockholders' equity may have a negative effect on our stock price performance. See "Risk Factors - Our Stock Price May Decline When Trading Commences." After this offering, our compensation expense will increase. Our return on equity will also be low compared to other companies. These factors could negatively impact the price of our stock. If interest rates rise, our net interest income and the value of our assets could be reduced, negatively affecting our stock price. See "Risk Factors - Rising interest rates may hurt our profits."

How to Purchase Common Stock

Once we receive your order, you cannot cancel or change it without our consent. If we intend to sell fewer than 7,458,750 shares or more than 11,604,938 shares, all subscribers will be notified and given the opportunity to maintain, change or cancel their orders. If you do not respond to this notice, we will return your funds promptly with interest.

If you want to subscribe for shares you must complete an original stock order form and drop it off at any ViewPoint Bank banking office or send it, together with full payment or withdrawal authorization, to ViewPoint Financial Group. You must sign the certification that is part of the stock order form. We must actually receive your properly completed stock order form, together with payment for the shares before noon, Plano, Texas time, on ________, 2006.

To ensure that we properly identify your subscription rights, you should list all of your deposit accounts as of the eligibility dates on the stock order form. If you fail to do so, your subscription may be reduced or rejected if the offering is oversubscribed.

You may pay for shares in any of the following ways:

by authorizing a withdrawal from deposit accounts at ViewPoint Bank;
by check or money ordermade payable to ViewPoint Financial Group; or
by cash, if delivered in person to a full-service banking office of ViewPoint Bank, although we request that you exchange cash for a check with any of our tellers.

We will pay interest on your subscription funds at the rate ViewPoint Bank pays on statement savings accounts from the date we receive your funds until the offering is completed or terminated. All funds authorized for withdrawal from deposit accounts with ViewPoint Bank will earn interest at the applicable account rate until the offering is completed. There will be no early withdrawal penalty for withdrawals from certificates of deposit at ViewPoint Bank used to pay for stock subscribed for in this offering.

You may not authorize direct withdrawal from a ViewPoint Bank individual retirement account. If you wish to use your ViewPoint Bank IRA to pay for your shares, please be aware that federal law requires that such funds first be transferred to a self-directed retirement account with a trustee other than ViewPoint Bank. The transfer of such funds to a new trustee takes time. If you would like to use your individual retirement funds held at ViewPoint Bank or elsewhere, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the end of the offering period, for assistance. We cannot guarantee that you will be able to use retirement funds held at ViewPoint Bank or elsewhere, for this purchase. Your ability to use these retirement funds may depend on time constraints and, possibly, limitations imposed by the individual retirement account trustee.

Subscription Rights Are Not Transferable

Subscription rights are not allowed to be transferred, and we will act to ensure that you do not do so. We will not accept any stock orders that we believe involve any transfer of subscription rights.

Termination of the Offering

The subscription offering will expire at 12:00 noon, Plano, Texas time, on _____________, 2006. We expect that the direct community offering and public offering, if any, would expire at the same time, although they may continue for up to 45 days after the end of the subscription offering, or longer if the Office of Thrift Supervision approves a later date. If the offering extends beyond ______________, 2006 or if we intend to sell fewer than 7,458,750 shares or more than 11,604,938 shares, we will resolicit subscriptions before proceeding with the offerings. If fewer than the minimum number of shares are subscribed for in the offering, and we do not get orders for at least the minimum number of shares by________, 2006, we will either:

promptly return any payment you made to us, with interest, or cancel any withdrawal authorization you gave us; or
extend the offering, if allowed, and give you notice of the extension and of your rights to maintain, cancel or change your order. If we extend the offering and you do not respond to the notice, then we will cancel your order and return your payment, with interest, or cancel any withdrawal authorization you gave us.

How We Will Use the Proceeds Raised From the Sale of Common Stock

We intend to use the net proceeds received from the stock offering as follows:

	Minimum	Maximum	Maximum, as adjusted
	(Dollars in Thousands)
Retained by ViewPoint Financial Group and initially placed in short-term investments for general corporate purposes	$ 6,084	$26,902	$ 38,871
Loan to employee stock ownership plan	5,967	8,073	9,284
Contributed to ViewPoint Bank	60,123	63,282	65,098
Net proceeds from stock offering	$72,174	$98,257	$113,253

ViewPoint Financial Group may use the net proceeds to invest in mortgage-related and investment securities, to finance the possible acquisition of other financial institutions or financial service businesses, to pay dividends or for other general corporate purposes, including repurchasing shares of its common stock. ViewPoint Bank may use the proceeds it receives to make loans, to purchase securities, to expand its banking franchise internally or through acquisitions, and for general corporate purposes. We do not have any specific acquisition plans at this time. See "How We Intend to Use the Proceeds of the Offering."

We anticipate that over the next few years, based on and subject to local market conditions, we will open additional branch offices in our existing market area and loan production offices that complement our existing branch network. We have not determined, however, any specific locations for future branch office expansion. For additional information regarding future branch office expansion, see "Business of ViewPoint Bank -- Properties."

Except as described above, neither ViewPoint Financial Group nor ViewPoint Bank has any specific plans for the investment of the proceeds of this offering and has not allocated a specific portion of the proceeds to any particular use. For a discussion of our business reasons for undertaking the reorganization, see "Reorganization and Stock Offering -- Our Reasons for the Corporate Change."

Federal and Texas Income Tax Consequences of the Reorganization and Stock Offering

We have received a federal income tax opinion from our special counsel, Silver, Freedman & Taff, L.L.P. to the effect that the reorganization will not result in any taxable gain to ViewPoint Bank, ViewPoint Financial Group, ViewPoint MHC or to the holders of the deposit accounts in ViewPoint Bank, except that persons (including holders of deposit accounts in ViewPoint Bank) who receive non-transferable subscription rights to purchase shares may recognize income to the extent of the fair market value, if any, of the subscription rights received. Silver, Freedman & Taff, L.L.P. has opined that it is more likely than not that the fair market value of such subscription rights is zero.

ViewPoint Bank has also received an opinion from Crowe Chizek and Company LLC stating that, assuming the reorganization does not result in any federal income tax liability to ViewPoint Bank, its deposit account holders, or ViewPoint Financial Group, implementation of the plan of reorganization will not result in any Texas income tax liability to those entities or persons. See "The Reorganization and Stock Offering - Tax Effects of our Corporate Change and Stock Offering."

ViewPoint Bank's Officers, Directors and Employees Will Receive Additional Compensation and Benefit Programs After the Offering

We intend to establish an employee stock ownership plan, and adopt a stock-based incentive plan that will provide for grants of stock options and restricted stock. The board of directors of ViewPoint Bank has adopted an employee stock ownership plan which will allocate shares of our common stock to eligible employees primarily based on their compensation, in accordance with federal law. Our board of directors will, at the completion of the offering, ratify the loan to the employee stock ownership plan and the issuance of the common stock to the employee stock ownership plan. Our tax-qualified employee benefit plans, including our employee stock ownership plan, may purchase a number of shares equal to up to 4.5% of the shares outstanding after the offering; however, our employee stock ownership plan is only expected to purchase a number of shares equal to 3.6% of the shares outstanding after the offering.

In addition to shares purchased by the employee stock ownership plan, we may grant options and awards under the stock-based incentive plan. The number of options granted or shares awarded under the stock-based incentive plan may not exceed 4.5% and 1.8%, respectively, of our total outstanding shares, including shares issued to ViewPoint MHC.

The stock-based incentive plan will comply with all applicable regulations of the Office of Thrift Supervision. The stock-based incentive plan cannot be established sooner than six months after the offering is completed and requires the approval of a majority of the votes eligible to be cast by ViewPoint Financial Group stockholders (excluding votes eligible to be cast by ViewPoint MHC), unless we obtain a waiver from the Office of Thrift Supervision allowing the approval of the stock-based incentive plan by a majority of votes actually cast by ViewPoint Financial Group stockholders (excluding shares voted by ViewPoint MHC). We currently intend to seek such a waiver from the Office of Thrift Supervision. The following additional Office of Thrift Supervision restrictions currently would apply to our stock-based incentive plan:

non-employee directors in the aggregate may not receive more than 30% of the options and restricted stock awards authorized under the plan;
any one non-employee director may not receive more than 5% of the options and restricted stock awards authorized under the plan;
any officer or employee may not receive more than 25% of the options and restricted stock awards authorized under the plan;
the options and restricted stock awards may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plan; and
accelerated vesting is not permitted except for death, disability or upon a change in control of ViewPoint Bank or ViewPoint Financial Group.

In the event the Office of Thrift Supervision changes its regulations or policies regarding stock-based incentive plans, including any regulations or policies restricting the size of awards and vesting of benefits as described above, the restrictions described above may not be applicable.

The employee stock ownership plan and the stock-based incentive plan will increase our future compensation costs, thereby reducing our earnings. The Financial Accounting Standards Board ("FASB") and the SEC recently finalized rules that require public companies to expense the grant-date fair value of stock options granted to officers, directors and employees. Recognizing an expense equal to the grant-date fair value of stock options will increase our compensation costs over the vesting period of the options. Additionally, stockholders will experience a reduction in their ownership interest if newly issued shares of common stock are used to fund stock options and stock awards. See "Risk Factors – Additional public company and annual stock employees compensation and benefit expenses following the offering may reduce our profitability and stockholders' equity" and "Management–Stock Benefit Plans."

The following table summarizes the stock benefits that our officers, directors and employees may receive following the offering at the maximum of the offering range. It assumes that we initially implement a stock-based incentive plan granting options to purchase a number of shares equal to 4.5% of the shares outstanding after the offering and awarding a number of shares of common stock equal to 1.8% of the shares outstanding after the offering. It further assumes that, at the maximum of the offering range, a total of 10,091,250 shares will be sold to the public and that our tangible regulatory capital is 10% or more following the proposed stock issuance.

Number of Shares	Plan	% of Outstanding Shares	Individuals Eligible to Receive Awards	% of Shares Sold	Value of Benefits Based on Maximum of Offering Range(1)
					(Dollars in thousands)
807,300	Employee stock ownership plan	3.6%	Employees	8.0%	$8,073

403,650	Restricted stock awards	1.8	Directors and employees	4.0	4,037

1,009,125	Stock options	4.5	Directors and employees	10.0	2,593

_____________

(1)

The actual value of the restricted stock awards will be determined based on their fair value as of the date the grants are made. For purposes of this table, fair value is assumed to be the offering price of $10.00 per share. The fair value of stock options has been estimated at $2.57 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; dividend yield of 2.0%; expected option life of 10 years; risk free interest rate of 4.39% (based on the ten-year Treasury Note rate); and a volatility rate of 17.05% based on an index of publicly traded mutual holding company institutions. The actual expense of the stock options will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used in the option pricing model ultimately adopted.

The value of the restricted stock awards will be based on the price of ViewPoint Financial Group's common stock at the time those shares are granted, which, subject to stockholder approval, cannot occur until at least six months after the offering is completed. The following table presents the total value of all restricted shares to be available for award and issuance under the stock-based incentive plan, assuming the shares for the plan are purchased or issued in a range of market prices from $8.00 per share to $14.00 per share.

Share Price	298,350 Shares Awarded at Minimum of Range	403,650 Shares Awarded at Maximum of Range	464,198 Shares Awarded at Maximum of Range, As Adjusted
(In Thousands, Except Per Share Amounts)
$8.00	$2,387	$3,229	$3,714
$10.00	2,984	4,037	4,642
$12.00	3,580	��4,844	5,570
$14.00	4,177	5,651	6,499

The grant-date fair value of the options granted under the stock-based incentive plan will be based in part on the price of ViewPoint Financial Group's common stock at the time the options are granted, which, subject to stockholder approval, cannot occur until at least six months after the offering is completed. The value also will depend on the various assumptions utilized in estimating the value using the Black-Scholes option pricing model. The following table presents the total estimated value of the options to be available for grant under the stock-based incentive plan, assuming the market price and exercise price for the stock options are equal and the range of market prices for the shares are $8.00 per share to $14.00 per share.

Market/ Exercise Price	Grant-Date Fair Value Per Option	745,875 Options at Minimum of Range	1,009,125 Options at Maximum of Range	1,160,493 Options at Maximum of Range, As Adjusted
(In Thousands, Except Per Share Amounts)
$8.00	$2.06	$1,537	$2,079	$2,391
$10.00	2.57	1,917	2,593	2,982
$12.00	3.09	2,305	3,118	3,586
$14.00	3.60	2,685	3,633	4,178

We also will enter into an employment agreement with our chief executive officer, and change in control severance agreements with seven other officers. For a further discussion of benefits to management, see "Management."

We Currently Intend to Pay a Cash Dividend in the Future

We currently plan to pay a quarterly cash dividend at an annualized rate of $0.20 per share, beginning after the first full quarter following the completion of the offering. Based on our earnings history and the proceeds from the stock offering, we believe we will have the financial ability to pay this dividend. Based upon the offering expenses and other assumptions described in "Pro Forma Data," we expect to have between $63.2 million and $86.1 million in net proceeds at the minimum and maximum of the offering, respectively, that, subject to annual earnings and expenses, could be used to pay dividends. Future dividends are not guaranteed and will depend on our ability to pay them. We will not pay or take any steps to pay a tax-free dividend that qualifies as a return of capital for at least one year following the stock offering. We anticipate that ViewPoint MHC will wai ve receipt of any dividends that we may pay. "Our Policy Regarding Dividends."

Market for Common Stock

We anticipate that our common stock will be listed for trading on The NASDAQ National Market under the symbol "VPFG." Our application to list our stock on The NASDAQ National Market is pending. Keefe, Bruyette & Woods currently intends to become a market maker in the common stock, but it is under no obligation to do so. We cannot assure that other market makers will be obtained or that an active and liquid trading market for the shares of common stock will develop or if developed, will be maintained. After shares of the common stock begin trading, you may contact a stock broker to buy or sell shares. Due to the unpredictability of the stock market and other factors, persons purchasing shares may not be able to sell their shares when they want to, or at a price equal to or above $10.00.

Restrictions on the Acquisition of ViewPoint Financial Group and ViewPoint Bank

Federal regulations, as well as provisions contained in the charter, restrict the ability of any person, firm or entity to acquire ViewPoint Financial Group, ViewPoint Bank, or their capital stock. These restrictions include the requirement that a potential acquirer of common stock obtain the prior approval of the Office of Thrift Supervision before acquiring in excess of 10% of the voting stock of ViewPoint Financial Group or ViewPoint Bank. Because a majority of the shares of outstanding common stock of ViewPoint Financial Group must be owned by ViewPoint MHC, any acquisition of ViewPoint Financial Group must be approved by ViewPoint MHC, and ViewPoint MHC would not be required to pursue or approve a sale of ViewPoint Financial Group even if such sale were favored by a majority of ViewPoint Financial Group's public stockholders. Additionally, Office of Thrift Supervision regulations prohibit anyone from acquiring ViewPoint Financial Group for a period of three years following the offering, unless such prohibition is waived by the Office of Thrift Supervision. See "Risk Factors."

Possible Conversion of ViewPoint MHC to Stock Form

In the future, ViewPoint MHC may convert from the mutual holding company form of organization, wherein a majority of the outstanding stock is held by the mutual holding company, to a corporation with 100% of its shares held by public stockholders. This type of conversion transaction is commonly known as a "second-step conversion." If ViewPoint Financial Group decides to undergo a second step conversion, Office of Thrift Supervision regulations require that we obtain the approval of a majority of the total outstanding votes of ViewPoint MHC's members and the approval of a majority of the votes eligible to be cast by our minority stockholders to complete the transaction.

In a second-step conversion, members of ViewPoint MHC would have subscription rights to purchase common stock of the successor full stock corporation and the public stockholders of ViewPoint Financial Group would be entitled to exchange their shares of common stock for an equal percentage of shares of the successor full stock corporation. ViewPoint Financial Group's public stockholders, therefore, would own approximately the same percentage of the successor resulting entity as they owned before the second-step conversion. This percentage may be adjusted to reflect any assets owned by ViewPoint MHC. The board of directors has no current plans to undertake a second-step conversion transaction.

Proposed Stock Purchases by Directors and Executive Officers

Our directors and executive officers, together with their associates, are expected to subscribe for 200,000 shares, which represents 2.28% of the shares that would be sold in the offering and 1.03% of the total shares to be outstanding at the midpoint of the offering range. Directors and executive officers will pay $10.00 per share, as will everyone else who purchases shares in the offering.

Important Risks in Owning ViewPoint Financial Group's Common Stock

Before you decide to purchase stock, you should read the "Risk Factors" section beginning on page 16.

Stock Information Center

If you have any questions regarding the offering or the reorganization, please call the Stock Information Center at (___) ___-____. You may also visit our Stock Information Center, which is located at ViewPoint Bank's administrative office located at 1201 W. 15^th Street, Plano, Texas 75075. The Stock Information Center is open Monday through Friday, except for bank holidays, from 9:00 a.m. to 5:00 p.m., Plano, Texas time.

To ensure that each person in the subscription and community offerings receives a prospectus at least 48 hours prior to the expiration date of _________ __, 2006 in accordance with federal law, no prospectus will be mailed any later than five days prior to ____________ __, 2006 or hand-delivered any later than two days prior to ____________ __, 2006. Order forms will be distributed only when preceded or accompanied by a prospectus.

RISK FACTORS

You should consider these risk factors, in addition to the other information in this prospectus, before deciding whether to make an investment in this stock.

Risks Related to Our Business

Our loan portfolio possesses increased risk due to our substantial number of consumer loans.

Our consumer loans accounted for approximately $554.3 million, or 52.9% of our total loan portfolio, as of March 31, 2006, of which $513.9 million consisted of automobile loans. Generally, we consider these types of loans to involve a higher degree of risk compared to first mortgage loans on one- to four-family, owner-occupied residential properties. As a result of our large portfolio of consumer loans, it may become necessary to increase the level of our provision for loan losses, which could hurt our profits. Consumer loans generally entail greater risk than do one- to four-family residential mortgage loans, particularly in the case of loans that are secured by rapidly depreciable assets, such as automobiles. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayme nt of the outstanding loan balance. In addition, the majority of our automobile loans are comprised of indirect automobile loans which are originated by a third party on our behalf through a network of automobile dealers. Because these loans are originated through a third party and not directly by us, they present greater risks than other types of lending activities. See "Business of ViewPoint Bank - Lending Activities – Consumer Lending" and "Asset Quality."

Our loan portfolio possesses increased risk due to our increasing percentage of commercial real estate and commercial business loans.

In addition, at March 31, 2006, our loan portfolio included $127.4 million of commercial real estate loans and commercial business loans, or approximately 12.2% of our total loan portfolio. We have been increasing, and intend to continue to increase, our origination of these types of loans after this offering. The credit risk related to these types of loans is considered to be greater than the risk related to one- to four-family residential loans because the repayment of commercial real estate loans and commercial business loans typically is dependent on the successful operations and income stream of the borrowers' business and the real estate securing the loan as collateral, which can be significantly affected by economic conditions.

Several of our borrowers have more than one commercial real estate loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan. Finally, if we foreclose on a commercial real estate loan, our holding period for the collateral, if any, typically is longer than for one- to four-family residential mortgage loan because there are fewer potential purchasers of the collateral. Since we plan to continue to increase our originations of these loans, it may be necessary to increase the level of our allowance for loan losses due to the increased risk characteristics associated with these types of loans. Any increase to our allowance for loan losses would adversely affect our earnings. In addition, these loans generally carry large r balances to single borrowers or related groups of borrowers than one- to four-family loans. Any delinquent payments or the failure to repay these loans would hurt our earnings. See "Business of ViewPoint Bank - Lending Activities -- Commercial Real Estate Lending" and "-- Commercial Business Lending."

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. Management recognizes that significant new growth in loan portfolios, new loan products and the refinancing of existing loans can result in portfolios comprised of unseasoned loans that may not perform in a historical or projected manner. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover actual losses, resulting in additions to our allowance. Material additions to our allowance could materially decrease our net income. Our allowance for loan losses was 0.69% of gross loans receivable, excluding loans held for sale, and 240.5% of nonperforming loans at March 31, 2006. As of March 31, 2006, we believe that the current allowance level is appropriate.

In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize additional loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities will have a material adverse effect on our financial condition and results of operations.

Rising interest rates may hurt our profits.

To be profitable we have to earn more interest on our loans and investments than we pay on our deposits and borrowings. If interest rates continue to rise, our net interest income and the value of our assets could be reduced if interest paid on interest-bearing liabilities, such as deposits and borrowings, increases more quickly than interest received on interest-earning assets, such as loans and investments. This is most likely to occur if short-term interest rates increase at a faster rate than long-term interest rates, which would cause income to go down. In addition, rising interest rates may hurt our income because they may reduce the demand for loans and the value of our securities. A flat yield curve may also hurt our income, because it would reduce our ability to reinvest proceeds from loan and investment repayments at higher rates. See "Management's Discussion and Analysis of Financial Condition and Results of Opera tions - Asset and Liability Management and Market Risk."

We operate in a highly regulated environment and we may be adversely affected by negative examination results and changes in laws and regulations.

We are subject to extensive regulation, supervision and examination by the Office of Thrift Supervision, our chartering authority, and by the Federal Deposit Insurance Corporation, as insurer of our deposits. Since converting from a credit union on January 1, 2006, ViewPoint Bank has not yet been examined by the Office of Thrift Supervision; however, an examination is scheduled for September, 2006. Both ViewPoint MHC and ViewPoint Financial Group will be subject to regulation and supervision by the Office of Thrift Supervision. This regulation and supervision governs the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and depositors. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification o f our assets and determination of the level of our allowance for loan losses. Any change in this regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. See "How We Are Regulated -- ViewPoint Bank - Office of Thrift Supervision."

We had material weaknesses in our internal control over financial reporting during the period when we were a credit union, which could affect our ability to provide accurate financial statements.

In connection with the audit of our 2003, 2004 and 2005 financial statements, our independent auditing firm issued a letter to our audit committee identifying four material weaknesses in our internal control over financial reporting. A material weakness is a significant deficiency in an internal control system that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. These weaknesses related to (i) our classification of collateral-in-process loans as foreclosed assets and charging off the difference between the carrying value of the loan and the estimated value of the foreclosed asset, (ii) the need to update our historical charge-off experience to reflect current conditions in connection with our allowance for loan loss estimates, (iii) our timing for recording charge-offs against the allowance for loan losses, and (iv) our system for providing access to our FedLine controls. We are currently addressing or have already addressed these material weaknesses by having made the necessary adjustments to properly account for collateral-in-process loans, by having made adjustments to our allowance for loan loss calculations and the timing of our charge-offs in connection with the 2005 audit, and by instituting monitoring systems to ensure that all FedLine wire controls and access are appropriately limited. Our corrective actions for these material weaknesses did not result in any material change to our March 31, 2006 financial results.

We are in the process of upgrading our internal control over financial reporting in connection with our transition from a private to a public company. However, there can be no assurance that we will be able to maintain effective internal control over financial reporting in the future. Any future failure to maintain effective internal control over financial reporting could impair the reliability of our financial statements which in turn could harm our business, impair investor confidence and subject us to regulatory penalties.

Strong competition within our market area may limit our growth and profitability.

Competition in the banking and financial services industry is intense. In our market area, we compete with numerous commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Some of our competitors have substantially greater resources and lending limits than we have, have greater name recognition and market presence that benefit them in attracting business, and offer certain services that we do not or cannot provide. In addition, larger competitors may be able to price loans and deposits more aggressively than we do. Our profitability depends upon our continued ability to successfully compete in our market area. The greater resources and deposit and loan products offered by some of our competitors may limit our ability to increase our interest-earning assets. See "Business - Com petition."

Our business is geographically concentrated in Texas and a downturn in conditions in the state could reduce our profits.

Most of our loans are to individuals and businesses located in Texas. Any decline in the economy of the state could have an adverse impact on our earnings. Decreases in local real estate values could adversely affect the value of property used as collateral. Adverse changes in the economy may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings.

Risks Related to this Offering

After this offering, our compensation expenses will increase. Our return on equity also will be low compared to other companies. These factors could negatively impact the price of our stock.

The proceeds we will receive from the sale of our common stock will significantly increase our capital and it will take us time to fully deploy those proceeds in our business operations. Our compensation expense will increase because of the costs associated with the employee stock ownership and stock-based incentive plans. We estimate the increase in compensation expense to be approximately $1.40 million on an after-tax basis, based on the maximum of the valuation range. Expenses also are expected to increase as a result of the costs of being a public company. Therefore, we expect our return on equity to be below our historical level and less than many of our regional and national peers. This low return on equity could hurt our stock price. We cannot guarantee when or if we will achieve returns on equity that are comparable to industry peers. For further information regarding pro forma income and expenses, see "Pro Forma Data."

We may have potentially lower net income as a result of being subject to federal and state taxes.

As a credit union, we were generally exempt from paying state and federal income tax. As a savings bank, we are now subject to a federal income tax rate of approximately 34.0% and a state franchise tax of approximately 4.5%. Our new federal and state tax burden will negatively impact our net income and may reduce our net income from historical levels. If we had been subject to federal and state taxes for fiscal 2005, our earnings would have been reduced from $2.7 to $1.7 million for fiscal year ended 2005. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

The cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements will increase our expenses.

As a result of the completion of this offering, we will become a public reporting company. We expect that the obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. Compliance with the Sarbanes-Oxley Act of 2002, particularly Section 404 of the Sarbanes-Oxley Act regarding required internal controls and procedures, and the related rules and regulations of the SEC will require us to assess our internal controls and procedures and evaluate our accounting systems. In addition, we may need to hire additional internal audit, compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. These obligations will increase our operating expenses and could divert our management's attention from our operation s.

We have broad discretion in using the proceeds of the offering. Our failure to effectively use these proceeds could reduce our profits.

ViewPoint Financial Group will use a portion of the net proceeds it retains to finance the purchase of common stock in the offering by the employee stock ownership plan and may use the remaining net proceeds to pay dividends to stockholders, repurchase shares of common stock, purchase securities, deposit funds in ViewPoint Bank or other financial institutions, acquire other financial services companies or for other general corporate purposes. ViewPoint Bank may use the proceeds it receives to fund new loans, establish or acquire new branches, purchase securities, or for general corporate purposes. In addition, we intend to expand our presence inside and outside our primary market area through acquisitions and de novo branching and new loan production offices, which may negatively affect our

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earnings until these branches and loan production offices achieve profitability. We have not, however, identified specific amounts of proceeds for any of these purposes and we will have significant flexibility in determining the amount of net proceeds we apply to different uses and the timing of these applications. Our failure to utilize these funds effectively could reduce our profitability. We have not established a timetable for the effective deployment of the proceeds, and we cannot predict how long we will require to effectively deploy the proceeds.

ViewPoint MHC will own more than half of the stock of ViewPoint Financial Group. This means that ViewPoint MHC will have enough votes to control what happens on most matters submitted to a vote of stockholders.

ViewPoint MHC is required by the regulations of the Office of Thrift Supervision to own more than half of the common stock of ViewPoint Financial Group. We expect ViewPoint MHC will own approximately 55% of our shares immediately after the offering. The board of directors of ViewPoint MHC will have the power to direct the voting of this stock. We cannot assure you that the votes cast by ViewPoint MHC will be in your personal best interests as a minority stockholder of ViewPoint Financial Group. For more information regarding your lack of voting control over ViewPoint Financial Group, see "ViewPoint MHC" and "Restrictions on Acquisitions of ViewPoint Financial Group and ViewPoint Bank."

The amount of stock controlled by ViewPoint MHC, and provisions in our charter and bylaws limiting the rights of stockholders, may deter potential takeovers and may reduce the trading price of our stock.

In addition to the voting control position of ViewPoint MHC, provisions in our charter and bylaws may make it difficult and expensive to pursue a change in control or takeover attempt that our board of directors opposes. As a result, you may not have an opportunity to participate in such a transaction, and the trading price of our stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. These provisions include:

the election of directors to staggered three-year terms;
provisions restricting the calling of special meetings of stockholders;
the absence of cumulative voting by stockholders in elections of directors;
advance notice requirements for stockholder nominations and new business; and
the authorization of 25,000,000 shares of serial preferred stock that could be issued without stockholder approval on terms or in circumstances that could deter a future takeover attempt.

See "Restrictions on Acquisition of ViewPoint Financial Group - Charter and Bylaws of ViewPoint Financial Group."

The implementation of a stock-based incentive plan may dilute your ownership interest.

We intend to adopt a stock-based incentive plan following the offering. This stock-based incentive plan will be funded through either open market purchases, if permitted, or from the issuance of authorized but unissued shares of our common stock. In the event newly issued shares of our common stock are used to fund stock options or awards of shares of common stock under the plan in an amount equal to 4.5% and 1.8%, respectively, of the shares to be outstanding after the offering, stockholders

would experience dilution in their ownership interest of 4.3% and 1.8%, respectively, or 6.1% in the aggregate.

Our stock price may decline when trading commences.

We cannot assure you that if you purchase shares in the offering you will later be able to sell them at or above the $10.00 purchase price. In numerous recent cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the price at which the shares were sold in the offering conducted by those companies. The final aggregate purchase price of the shares of common stock in the offering will be based on an independent appraisal. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The valuation is based on estimates and projections of a number of matters, all of which are subject to change from time to time. After our shares begin trading, the trading price of our common stock will be determined by the marketplace and may be influenced by many factors, including prevailin g interest rates, the overall performance of the economy, investor perceptions of ViewPoint Financial Group and the outlook for the financial institutions industry in general.

There may be a limited trading market in our common stock, which would hinder your ability to sell our common stock and may lower the market price of the stock.

ViewPoint Financial Group has never issued stock and, therefore, there is no current trading market for the shares of common stock. We expect that our common stock will be quoted on The NASDAQ National Market under the symbol "VPFG." There is no guarantee that an active and liquid trading market in shares of our common stock will develop. Persons purchasing shares may not be able to sell their shares when they desire if a liquid trading market does not develop or sell them at a price equal to or above the initial purchase price of $10.00 per share even if a liquid trading market develops. This limited trading market for our common stock may reduce the market value of the common stock and make it difficult to buy or sell our shares on short notice. See "Market for the Common Stock."

Office of Thrift Supervision policy on remutualization transactions could prohibit an acquisition of ViewPoint Financial Group, which may lower our stock price.

Current Office of Thrift Supervision regulations permit a mutual holding company to be acquired by a mutual institution in a remutualization transaction. The possibility of a remutualization transaction has on occasion resulted in a degree of takeover speculation for mutual holding companies which is reflected in the per share price of mutual holding companies' common stock. However, the Office of Thrift Supervision has issued a policy statement indicating that it views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity and raising issues concerning the effect on the mutual members of the acquiring entity. Under certain circumstances, the Office of Thrift Supervision intends to give these issues special scrutiny and reject applications providing for the remutualization of a mutual holding company unless the applicant can cl early demonstrate that the Office of Thrift Supervision's concerns are not warranted in the particular case. Should the Office of Thrift Supervision prohibit or otherwise restrict these transactions in the future, our per share stock price may be adversely affected.

FORWARD-LOOKING STATEMENTS

When used in this prospectus and in future filings by ViewPoint Financial Group with the SEC, in ViewPoint Financial Group's press releases or other public or stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases, "anticipate," "believes," "expects," "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "projected," 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 risks and uncertainties, including but not limited to changes in economic conditions in ViewPoint Financial Group's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in ViewPoint Financial Group's market area, changes in the position of banking regulators on the adequacy of our allowance for loan losses, and competition, all or some of which could cause actual results to differ materially from historical earnings and those presently anticipated or projected.

ViewPoint Financial Group wishes to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advise readers that various factors, including regional and national economic conditions, substantial changes in levels of market interest rates, credit and other risks of lending and investing activities, and competitive and regulatory factors, could affect ViewPoint Financial Group's financial performance and could cause ViewPoint Financial Group's actual results for future periods to differ materially from those anticipated or projected.

ViewPoint Financial Group does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

SELECTED FINANCIAL AND OTHER DATA

The summary information presented below under "Selected Financial Condition Data" and "Selected Operations Data" for, and as of the end of, each of the years ended December 31 is derived from our audited consolidated financial statements. Information as March 31, 2006 and the three months ended March 31, 2006 and 2005, is unaudited but we believe it contains all information required for a fair statement of such information. The results of operations for the three months ended March 31, 2006 are not necessarily indicative of the results to be achieved for the remainder of 2006.The following information is only a summary and you should read it in conjunction with our consolidated financial statements and notes beginning on page F-1.

	March 31, 2006	December 31,
	March 31, 2006	2005	2004	2003	2002	2001
	(In Thousands)
Selected Financial Condition Data:

Total assets$1,494,530$1,428,062$1,400,021$1,312,906$1,155,635$1,061,516Loans held for sale5,8532,3063,2388,477------Loans receivable, net1,042,3131,073,1671,086,4481,024,252872,533787,382Securities available for sale, at fair value:   U.S. government and federal
       agency securities
24,204
21,892
24,917
---
---
---   Mortgage-backed and collateralized
       mortgage obligations
111,430
79,968
1,305
2,135
3,595
14,768Securities held to maturity, at amortized cost:   U.S. Government and Agency securities18,00318,00723,04047,11017,14426,609   Corporate bonds---3,0095,0945,1835,268---   Mortgage-backed and collateralized
       mortgage obligations
18,453
20,946
35,295
64,748
77,883
43,285Federal Home Loan Bank stock3,7273,9584,4814,1592,5702,197Deposits1,321,4311,261,6141,228,9991,168,3051,032,628944,539Borrowings47,58347,68057,54539,88923,42420,867Equity107,540101,18199,43190,67680,71973,165

	Three Months Ended March 31,		Year Ended December 31,
	2006	2005	2005	2004	2003	2002	2001
	(In Thousands)
Selected Operations Data:
Total interest income	$ 16,577	$ 15,364	$ 64,421	$ 59,428	$ 61,466	$ 65,199	$ 63,037
Total interest expense	6,815	5,232	23,342	18,285	19,558	23,037	27,787
Net interest income	9,762	10,132	41,079	41,143	41,908	42,162	35,250
Provision for loan losses	370	1,191	6,120	6,199	8,046	12,465	4,242
Net interest income after provision for loan losses	9,392	8,941	34,959	34,944	33,862	29,697	31,008
Service charges and fees	4,836	5,214	20,359	21,693	16,939	11,759	10,280
Net gain (loss) on sales of loans	51	94	351	631	2,122	1,101	1,077
Brokerage fees	141	125	548	583	510	539	663
Gain on sale of membership interests	---	644	855	---	---	---	---
Title fee income	97	202	524	466	1,120	730	422
Other noninterest income	504	427	1,848	1,349	1,473	5,395	5,396
Total noninterest income	5,629	6,706	24,485	24,722	22,164	19,524	17,838
Total noninterest expense	14,596	13,701	56,720	50,650	46,083	41,699	37,506
Income before income tax expense (benefit)	425	1,946	2,724	9,016	9,943	7,522	11,340
Income tax expense (benefit)⁽¹⁾	(5,958)	---	---	---	---	---	---
Net income⁽¹⁾	$ 6,383	$ 1,946	$ 2,724	$ 9,016	$ 9,943	$ 7,522	$ 11,340

	At or For the Three Months Ended March 31,		Year Ended December 31,
	2006⁽²⁾	2005⁽²⁾	2005	2004	2003	2002	2001
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on assets (ratio of net income to average total assets)	1.78%	0.55%	0.19%	0.67%	0.78%	0.67%	1.19%
Return on assets tax effected	n/a	0.35%	0.12%	0.42%	0.49%	0.42%	0.75%
Return on equity (ratio of net income to average equity)	23.32%	7.46%	2.72%	9.49%	11.60%	9.78%	16.80%
Return on equity tax effected	n/a	4.70%	1.71%	5.98%	7.31%	6.16%	10.58%
Interest rate spread information:
Average during period	2.53%	2.86%	2.83%	3.06%	3.36%	3.75%	3.60%
End of period	2.40%	2.82%	2.78%	2.95%	3.26%	3.68%	3.19%
Net interest margin	2.94%	3.12%	3.13%	3.29%	3.59%	4.07%	4.07%
Non-interest income to operating revenue	25.35%	30.39%	27.54%	29.38%	26.50%	23.04%	22.06%
Operating expense to average total assets	4.08%	3.88%	4.00%	3.76%	3.61%	3.70%	3.92%
Average interest-earning assets to average interest-bearing liabilities	119.93%	116.29%	117.04%	116.24%	114.11%	114.89%	114.92%
Efficiency ratio	94.83%	81.37%	86.51%	76.90%	71.92%	67.60%	70.65%

Asset Quality Ratios:
Non-performing assets to total assets at end of period	0.25%	0.36%	0.36%	0.61%	0.68%	0.66%	0.53%
Non-performing loans to gross loans	0.29%	0.42%	0.43%	0.68%	0.73%	0.48%	0.43%
Allowance for loan losses to non-performing loans	240.46%	112.37%	167.51%	112.55%	115.52%	208.18%	139.96%
Allowance for loan losses to gross loans	0.69%	0.70%	0.71%	0.77%	0.84%	1.01%	0.60%

Capital Ratios:
Equity to total assets at end of period	7.20%	7.09%	7.09%	7.10%	6.91%	6.98%	6.89%
Average equity to average assets	7.63%	7.43%	7.07%	7.06%	6.72%	6.83%	7.06%

Other Data:
Number of full-service offices (including in-store locations)	34	34	33	33	31	29	27
Number of full-service in-store locations	19	19	18	18	17	12	4

_____________

(1)

Until its conversion to a federally chartered mutual savings bank on January 1, 2006, ViewPoint Bank was a credit union, generally exempt from federal and state income taxes. As a result of the change in tax status on January 1, 2006, ViewPoint Bank recorded a deferred tax asset in the amount of $6.6 million, as well as a related tax benefit in the income statement of $6.1 million. The following table illustrates a reconciliation to pro forma net income for all periods presented, had ViewPoint Bank been subject to federal and state income taxes:

	March 31,		December 31,
	2006	2005	2005	2004	2003	2002	2001
	(In Thousands)

Historical net income	$ 6,383	$1,946	$ 2,724	$ 9,016	$ 9,943	$ 7,522	$11,340
Less: pro forma tax expense	N/A	(720)	(1,008)	(3,336)	(3,679)	(2,783)	(4,195)
Less: pro forma tax expense	(6,108)	N/A	N/A	N/A	N/A	N/A	N/A
Less: pro forma tax expense	$ 275	$1,226	$1,716	$5,680	$6,264	$4,739	$7,145

(2)	Ratios for the three month periods have been annualized.

VIEWPOINT FINANCIAL GROUP

ViewPoint Financial Group will be incorporated under federal law to hold all of the stock of ViewPoint Bank. ViewPoint Financial Group has applied for the approval of the Office of Thrift Supervision to become a savings and loan holding company and will be subject to regulation by that agency. After we complete the stock sale, ViewPoint Financial Group will be a unitary savings and loan holding company. See "How We are Regulated - ViewPoint Financial Group." ViewPoint Financial Group will have no significant assets other than all of the outstanding shares of common stock of ViewPoint Bank, the portion of the net proceeds it keeps and its loan to the ViewPoint Financial Group employee stock ownership plan. ViewPoint Financial Group will have no significant liabilities. See "How We Intend to Use the Proceeds." Initially, the management of ViewPoint Financial Group and ViewPoint Bank will be substantially the same and ViewPoint Fin ancial Group will use the offices of ViewPoint Bank. ViewPoint Financial Group intends to utilize the support staff of ViewPoint Bank from time to time and will pay ViewPoint Bank for this expense. If ViewPoint Financial Group expands or changes its business in the future, we may hire our own employees.

We believe the proposed mutual holding company structure will give us more flexibility to change our business activities by forming new companies which we own, or by buying other companies, including other financial institutions and financial services companies. We do not have any current plans to do these things. ViewPoint Financial Group intends to pay for its business activities with the proceeds it keeps from the stock sale and the money we earn from investing the proceeds, as well as from dividends from ViewPoint Bank. See "Our Policy Regarding Dividends."

The principal executive offices of ViewPoint Financial Group will be located at 1309 W. 15th Street, Plano, Texas 75075, and its telephone number will be (972) 578-5000.

VIEWPOINT BANK

ViewPoint Bank is a federally chartered and insured mutual savings institution with 34 full service offices, including 19 in-store locations. At March 31, 2006, ViewPoint Bank had total assets of $1.49 billion, total deposits of $1.32 billion and equity of $107.5 million. For more information regarding the business and operations of ViewPoint Bank, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business of ViewPoint Bank."

ViewPoint Bank is examined and regulated by the Office of Thrift Supervision, its primary federal regulator. ViewPoint Bank is also regulated by the FDIC. ViewPoint Bank is required to have certain reserves set by the Federal Reserve Board and is a member of the Federal Home Loan Bank of Dallas, which is one of the 12 regional banks in the Federal Home Loan Bank System.

The executive offices of ViewPoint Bank are located at 1309 W. 15th Street, Plano, Texas 75075, and its telephone number is (972) 578-5000.

VIEWPOINT MHC

As part of the restructuring of ViewPoint Bank pursuant to the plan of reorganization and stock issuance, ViewPoint Bank will organize ViewPoint MHC as a federal mutual holding company. Persons with membership or liquidation rights in ViewPoint Bank as of the date of the reorganization will continue to have these rights in ViewPoint MHC after the reorganization as long as they remain depositors of ViewPoint Bank. Members of ViewPoint MHC, consisting solely of depositors of ViewPoint Bank, will have the authority to elect the board of directors of ViewPoint MHC.

ViewPoint MHC's principal assets will be the shares of common stock of ViewPoint Financial Group received in the reorganization and $250,000 contributed by ViewPoint Bank as its initial capitalization. Initially, ViewPoint MHC does not intend to conduct any business except to own a majority of the common stock of ViewPoint Financial Group and invest any money it has. ViewPoint MHC will be a mutual corporation chartered under federal law and regulated by the Office of Thrift Supervision. ViewPoint MHC will be subject to the limitations and restrictions imposed on savings and loan holding companies by the Home Owners' Loan Act. See "How We are Regulated -ViewPoint MHC."

The executive offices of ViewPoint MHC will be located at 1309 W. 15th Street, Plano, Texas 75075, and its telephone number will be (972) 578-5000.

HOW WE INTEND TO USE THE PROCEEDS

Although the actual net proceeds from the sale of the shares of common stock cannot be determined until the reorganization is completed, we presently anticipate that the net proceeds from this offering will be between $72.2 million and $98.3 million and up to $113.3 million assuming an increase in the estimated value of the common stock sold in the reorganization by 15%. See "Pro Forma Data" and "The Reorganization and Stock Offering - How We Determined Our Price and the Number of Shares to be Issued in the Stock Offering" as to the assumptions used to arrive at such amounts.

We intend to use the net proceeds received from the stock offering as follows:

	Minimum	Maximum	Maximum, as adjusted
	(In Thousands)
Retained by ViewPoint Financial Group and initially placed in short-term investments for general corporate purposes	$6,084	$26,902	$38,871
Loan to employee stock ownership plan	5,967	8,073	9,284
Used to buy the stock of ViewPoint Bank	60,123	63,282	65,098
Net proceeds from stock offering	$72,174	$98,257	$113,253

ViewPoint Financial Group will retain up to 50% of the net offering proceeds and will purchase all of the capital stock of ViewPoint Bank to be issued in the reorganization in exchange for the remaining offering proceeds, which will be an amount sufficient for ViewPoint Bank to have at least 10% core capital upon completion of the offering. ViewPoint Financial Group intends to use a portion of the retained net proceeds to make a loan directly to the employee stock ownership plan to enable the employee stock ownership plan to purchase up to a number of shares equal to 3.6% of the shares outstanding after the offering. Based upon the issuance to the employee stock ownership plan of 596,700 shares of common stock and 807,300 shares of common stock at the minimum and maximum of the estimated offering range, respectively, the loan to the employee stock ownership plan would be $6.0 million and $8.1 million, respectively. See "Management - Benefits -- Employee Stock Ownership Plan." The remaining net proceeds retained by ViewPoint Financial Group initially may be used to invest in U.S. Government and federal agency securities of various maturities, mortgage-backed or other securities, deposits in either ViewPoint Bank or other financial institutions, or a combination thereof. The net proceeds may ultimately be used to:

support ViewPoint Bank's lending activities;
repay borrowings in the ordinary course of business;

support the future expansion of operations through the establishment of additional banking offices, loan production offices or other customer facilities or through acquisitions of other financial institutions or branch offices, although no such acquisition transactions are specifically being considered at this time; or
support general corporate purposes.

The net proceeds from the offering may also be used for other business and investment purposes, including the payment of regular or special cash dividends, possible repurchases of the common stock, or returns of capital. ViewPoint MHC and ViewPoint Bank have committed, however, not to take any action to further the payment of any return of capital on the common stock during the one-year period subsequent to completion of the offering. In addition, the Office of Thrift Supervision generally will not permit us to repurchase shares of common stock for one year after completion of this offering, except to cover share awards under the stock-based incentive plan approved by stockholders and tax qualified employee stock benefit plans. Management may consider expanding or diversifying its activities, as such opportunities become available.

Following the completion of the reorganization, to the extent permitted by the Office of Thrift Supervision, which generally prohibits repurchases for one year, and based upon then existing facts and circumstances, our board of directors may determine to repurchase shares of common stock, subject to any applicable statutory and regulatory requirements. These facts and circumstances may include but not be limited to:

market and economic factors, including the price at which the stock is trading in the market, the volume of trading, the attractiveness of other investment alternatives in terms of the rate of return and risk involved in the investment, the ability to increase the book value and/or earnings per share of the remaining outstanding shares, and an improvement in our return on equity;
the avoidance of dilution to stockholders by not having to issue additional shares to cover the exercise of stock options or to fund employee stock benefit plans; and
any other circumstances in which repurchases would be in the best interests of ViewPoint Financial Group and its stockholders.

Any stock repurchases will be subject to the determination of our board of directors that ViewPoint Bank will be capitalized in excess of all applicable regulatory requirements after any such repurchases.

The portion of the net proceeds used by ViewPoint Financial Group to purchase the capital stock of ViewPoint Bank will be added to ViewPoint Bank's general funds to be used for general corporate purposes, including increased lending activities. The amount of net proceeds received by ViewPoint Bank will further strengthen ViewPoint Bank's capital position, which already exceeds all regulatory requirements. After the reorganization, based upon the maximum of the estimated offering range, ViewPoint Bank's tangible capital ratio will be approximately 10.0%. As a result, ViewPoint Bank will continue to be a well-capitalized institution.

The net proceeds may vary because total expenses of the offering may be more or less than those estimated. The net proceeds will also vary if the number of shares to be issued in the offering is adjusted to reflect a change in the estimated pro forma market value of ViewPoint Financial Group. In addition, payments for shares made through withdrawals from existing deposit accounts at ViewPoint Bank will not result in the receipt of new funds for investment by ViewPoint Bank but will result in a reduction of ViewPoint Bank's interest expense and liabilities as funds are transferred from interest-bearing certificates or other deposit accounts.

MARKET FOR THE COMMON STOCK

Because this is our first offering of shares in a public offering, there is no established market for our common stock. We have applied to have our common stock listed for trading on The NASDAQ National Market under the symbol "VPFG." Keefe, Bruyette & Woods has advised us that it intends to make a market in our common stock following the offering, but it is under no obligation to do so. Although we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in our common stock, there can be no assurance that we will be successful in obtaining these commitments.

The development of a public market having the desirable characteristics of depth, liquidity and orderliness depends on the existence of willing buyers and sellers, the presence of which is not within our control or the control of any market maker. Accordingly, the number of active buyers and sellers of our common stock at any particular time may be limited. Although we intend to meet the requirements for listing on The NASDAQ National Market, you could have difficulty selling your shares of common stock. We cannot assure you that an active and liquid trading market for our common stock will develop or, if developed, will be maintained. Nor can we assure you that, if you purchase shares of common stock in the offering, you will be able to sell them at a price equal to or above $10.00 per share.

OUR POLICY REGARDING DIVIDENDS

Our board of directors currently intends to pay quarterly cash dividends on the common stock, beginning after the first full quarter following completion of the offering. The initial annual dividend rate to be paid on our common stock will be at an annualized rate of $0.20 per share. The continued payment of dividends will depend upon a number of factors, including capital requirements, ViewPoint Financial Group's and ViewPoint Bank's financial condition and results of operations, tax considerations, statutory and regulatory limitations and general economic conditions. Based upon anticipated offering expenses and other assumptions described in "Pro Forma Data," including the contribution of at least 50% of the net proceeds to ViewPoint Bank, we expect to have between $6.1 million and $26.9 million from the retained net proceeds at the minimum and maximum of the offering, respectively, that could be used to pay dividends, subject to our annual earnings and expenses. Future dividends are not guaranteed and will depend on our ability to pay them.

If we pay dividends to our stockholders, we also will be required to pay dividends to ViewPoint MHC unless ViewPoint MHC elects to waive the receipt of dividends. We anticipate that ViewPoint MHC will waive any dividends paid by us. Any decision to waive dividends will be subject to regulatory approval of the Office of Thrift Supervision. Under applicable federal regulations, public stockholders would not be diluted for any dividends waived by ViewPoint MHC in the event ViewPoint MHC converts to stock form. See "How We are Regulated - Holding Company Regulation."

Our future payment of dividends will depend, in large part, upon receipt of dividends from ViewPoint Bank. We initially will have no source of income other than dividends from ViewPoint Bank, earnings from the investment of existing capital and proceeds of this offering retained by us, and interest payments on our loan to the employee stock ownership plan. A regulation of the Office of Thrift Supervision imposes limitations on "capital distributions" by savings institutions. See "How We Are Regulated - Limitations on Dividends and Other Capital Distributions."

No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in future periods. If ViewPoint MHC does not waive the receipt of any dividends we pay, the amount of dividends payable by us to public stockholders may be reduced. Special cash dividends, stock dividends or returns of capital may be paid in addition to, or in lieu of, regular cash dividends, to the extent permitted by Office of Thrift Supervision policy and regulations. We have no intention to initiate any action that leads to a return of capital (as distinguished from a dividend) to stockholders

PRO FORMA DATA

The actual net proceeds from the sale of common stock in the offering cannot be determined until the offering is completed. However, the net proceeds in the offering are currently estimated to be between $72.2 million and $98.3 million, or up to $113.3 million at the maximum, as adjusted, in the event the offering range is increased by 15%, based on the following assumptions:

all shares of common stock will be sold in the subscription offering;
the employee stock ownership plan will purchase an amount equal to 3.6% of the shares of common stock outstanding after the offering. The employee stock ownership plan is assumed to be funded internally with a loan from ViewPoint Financial Group;
expenses of the offering, other than the fees to be paid to Keefe, Bruyette & Woods are estimated to be $1.75 million;
Keefe, Bruyette & Woods will receive a fee equal to 1.0% of the aggregate purchase price of the shares of stock sold in the offering, excluding any shares purchased by any employee benefit plans, our directors, officers or employees, or members of their immediate families;
pro forma earnings have been calculated for the year ended December 31, 2005 and the three months ended March 31, 2006 assuming the stock had been sold at the beginning of the period and the net proceeds had been invested at an average yield of 4.38% and 4.82%, respectively, which approximates the yield on a one-year U.S. Treasury bill adjusted to a constant maturity on December 31, 2005 and March 31, 2006, respectively. This approach, rather than an arithmetic average yield on interest-earning assets and the average rate paid on deposits, has been used to estimate income on net proceeds because it is believed that the yield on one-year U.S. Government securities is a more accurate estimate of the rate that would be obtained on an investment on net proceeds from the offering;
the pro forma after-tax yield on the net proceeds from the offering is assumed to be 2.76% for the year ended December 31,2005 and 3.04% for the three months ended March 31, 2006 based on a combined federal and state estimated effective tax rate of 37.0%;

no withdrawals are made from ViewPoint Bank's deposit accounts for the purchase of shares in the offering;
ViewPoint Financial Group will grant options under the stock-based incentive plan to acquire common stock equal to 4.5% of the shares of common stock outstanding after the offering, and will grant restricted stock awards in an amount equal to 1.8% of such shares. ViewPoint Financial Group will acquire these option and award shares through open market purchases. The estimated fair value of the options, estimated using an application of the Black-Scholes option pricing model, is recognized as an expense over the vesting term of the options. The expense recorded in the pro forma financial information assumes the retrospective method under SFAS 123R;
historical net income for the year ended December 31, 2005 has been adjusted for tax expense assuming a combined federal and state estimated effective tax rate of 37.0%;
historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the indicated number of shares of stock issued in the offering, as adjusted in the pro forma net income per share to give effect to the purchase of shares by the employee stock ownership plan;
pro forma stockholders' equity amounts have been calculated as if the common stock had been sold in the offering on December 31, 2005 and March 31, 2006, respectively, and, accordingly, no effect has been given to the assumed earnings effect of the transactions.

The following pro forma information may not be representative of the financial effects of the offering at the date on which the offering actually occurs and should not be taken as indicative of future results of operations.

Pro forma stockholders' equity represents the difference between the stated amount of ViewPoint Financial Group assets and liabilities computed in accordance with U.S. generally accepted accounting principles. Stockholders' equity does not give effect to intangible assets in the event of a liquidation. The pro forma stockholders' equity is not intended to represent the fair market value of the common stock and may be different than amounts that would be available for distribution to stockholders in the event of liquidation.

The following table presents historical data of ViewPoint Bank's and ViewPoint Financial Group's pro forma data at or for the date and period indicated based on the assumptions set forth above and in the tables and should not be used as a basis for projection of the market value of the common stock following the offering.

	At or for the three months ended March 31, 2006 (Based upon a price of $10.00 per share)
	7,458,750 shares (Minimum of Offering Range)		8,775,000 shares (Midpoint of Offering Range)		10,091,250 shares (Maximum of Offering Range)		11,604,938 shares (Maximum, as adjusted, of Offering Range)⁽¹⁾
	(In thousands, except share and per share data)
Pro forma market capitalization:
Gross proceeds of public offering	$74,588		$87,750		$100,913		$116,049
Less: offering expenses	(2,414	)	(2,535	)	(2,656	)	(2,796	)
Estimated net proceeds	72,174		85,215		98,257		113,253
Less: common stock acquired by employee stock ownership plan(2)	(5,967	)	(7,020	)	(8,073	)	(9,284	)
Less: common stock acquired for restricted stock awards(3)	(2,984	)	(3,510	)	(4,037	)	(4,642	)
Estimated net proceeds, as adjusted	$63,223		$74,685		$86,147		$99,327
Pro forma consolidated net income for the three months ended March 31, 2006:
Historical(4)	$6,383		$6,383		$6,383		$6,383
Less: tax benefit	(6,108	)	(6,108	)	(6,108	)	(6,108	)
Historical (excluding tax benefit)	275		275		275		275
Pro forma income on net proceeds	480		568		655		755
Less: pro forma employee stock ownership plan adjustment(2)	(94	)	(111	)	(127	)	(146	)
Less: pro forma restricted stock adjustment(3)	(94	)	(111	)	(127	)	(146	)
Less: pro forma stock option adjustment(5)	(85	)	(100	)	(115	)	(133	)
Pro forma net income	$482		$521		$561		$605
Per share net income for the three months ended March 31, 2006:
Historical	$0.40		$0.34		$0.30		$0.26
Less: tax benefit	(0.37	)	(0.31	)	(0.27	)	(0.24	)
Historical (excluding tax benefit)	0.03		0.03		0.03		0.02
Pro forma income on net proceeds	0.03		0.03		0.03		0.03
Less: pro forma employee stock ownership plan adjustment(2)	(0.01	)	(0.01	)	(0.01	)	(0.01	)
Less: pro forma restricted stock adjustment(3)	(0.01	)	(0.01	)	(0.01	)	(0.01	)
Less: pro forma stock option adjustment(5)	(0.01	)	(0.01	)	(0.01	)	(0.01	)
Pro forma net income per share	$0.03		$0.03		$0.03		$0.02
Shares used for calculating pro forma earnings per share	15,993,218		18,815,550		21,637,883		24,883,565
Stock price as a multiple of annualized pro forma earnings per share (excluding tax benefit)(4)	83.3	x	83.3	x	83.3	x	125.0	x
Stock price as a multiple of annualized pro forma earnings per share (including tax benefit)	6.1	x	7.1	x	8.1	x	9.3	x
Pro forma stockholders' equity at March 31, 2006:
Historical	$107,540		$107,540		$107,540		$107,540
Estimated net proceeds	72,174		85,215		98,257		113,253
Less: capitalization of MHC	(250	)	(250	)	(250	)	(250	)
Less: common stock acquired by employee stock ownership plan(2)	(5,967	)	(7,020	)	(8,073	)	(9,284	)
Less: common stock acquired for restricted stock awards(3)	(2,984	)	(3,510	)	(4,037	)	(4,642	)
Pro forma stockholders' equity	$170,513		$181,975		$193,437		$206,617
Stockholders' equity per share at March 31, 2006:
Historical	$6.49		$5.51		$4.80		$4.17
Estimated net proceeds	4.35		4.36		4.38		4.39
Less: capitalization of MHC	(0.02	)	(0.01	)	(0.01	)	(0.01	)
Less: common stock acquired by employee stock ownership plan(2)	(0.36	)	(0.36	)	(0.36	)	(0.36	)
Less: common stock acquired for restricted stock awards(3)	(0.18	)	(0.18	)	(0.18	)	(0.18	)
Pro forma stockholders' equity per share	$10.28		$9.33		$8.63		$8.01

Shares used for pro forma stockholders' equity per share	16,575,000		19,500,000		22,425,000		25,788,750

Stock price as a percentage of pro forma stockholders' equity per share	97.2	%	107.2	%	115.9	%	124.8	%

	At or for the year ended December 31, 2005 (Based upon a price of $10.00 per share)
	7,458,750 shares (Minimum of Offering Range)		8,775,000 shares (Midpoint of Offering Range)		10,091,250 shares (Maximum of Offering Range)		11,604,938 shares (Maximum, as adjusted, of Offering Range)⁽¹⁾
	(In thousands, except share and per share data)
Pro forma market capitalization:
Gross proceeds of public offering	$74,588		$87,750		$100,913		$116,049
Less: offering expenses	(2,414	)	(2,535	)	(2,656	)	(2,796	)
Estimated net proceeds	72,174		85,215		98,257		113,253
Less: common stock acquired by employee stock ownership plan(2)	(5,967	)	(7,020	)	(8,073	)	(9,284	)
Less: common stock acquired for restricted stock awards(3)	(2,984	)	(3,510	)	(4,037	)	(4,642	)
Estimated net proceeds, as adjusted	$63,223		$74,685		$86,147		$99,327
Pro forma consolidated net income for the year ended December 31, 2005:
Historical	$2,724		$2,724		$2,724		$2,724
Less: tax effect of historical income	(1,008	)	(1,008	)	(1,008	)	(1,008	)
Historical (as adjusted for tax effect)	1,716		1,716		1,716		1,716
Pro forma income on net proceeds	1,745		2,061		2,378		2,741
Less: pro forma employee stock ownership plan adjustment(2)	(376	)	(442	)	(509	)	(585	)
Less: pro forma restricted stock adjustment(3)	(376	)	(442	)	(509	)	(585	)
Less: pro forma stock option adjustment(5)	(341	)	(401	)	(461	)	(530	)
Pro forma net income	$2,368		$2,492		$2,615		$2,757
Per share net income for the year ended ended December 31, 2005:
Historical	$0.17		$0.14		$0.12		$0.11
Less: tax effect of historical income	(0.06	)	(0.05	)	(0.04	)	(0.04	)
Historical (as adjusted for tax effect)	0.11		0.09		0.08		0.07
Pro forma income on net proceeds	0.11		0.11		0.11		0.11
Less: pro forma employee stock ownership plan adjustment(2)	(0.02	)	(0.02	)	(0.02	)	(0.02	)
Less: pro forma restricted stock adjustment(3)	(0.02	)	(0.02	)	(0.02	)	(0.02	)
Less: pro forma stock option adjustment(5)	(0.02	)	(0.02	)	(0.02	)	(0.02	)
Pro forma net income per share	$0.16		$0.14		$0.13		$0.12
Shares used for calculating pro forma earnings per share	16,037.970		18,868,200		21,698,430		24,953,195
Stock price as a multiple of annualized pro forma earnings per share	66.7	x	76.9	x	83.3	x	90.9	x
Pro forma stockholders' equity at December 31, 2005:
Historical	$101,181		$101,181		$101,181		$101,181
Estimated net proceeds	72,174		85,215		98,257		113,253
Less: capitalization of MHC	(250	)	(250	)	(250	)	(250	)
Less: common stock acquired by employee stock ownership plan(2)	(5,967	)	(7,020	)	(8,073	)	(9,284	)
Less: common stock acquired for restricted stock awards(3)	(2,984	)	(3,510	)	(4,037	)	(4,642	)
Pro forma stockholders' equity	$164,154		$175,616		$187,078		$200,258
Stockholders' equity per share at December 31, 2005:
Historical	$6.10		$5.19		$4.51		$3.92
Estimated net proceeds	4.35		4.37		4.38		4.39
Less: capitalization of MHC	(0.02	)	(0.01	)	(0.01	)	(0.01	)
Less: common stock acquired by employee stock ownership plan(2)	(0.36	)	(0.36	)	(0.36	)	(0.36	)
Less: common stock acquired for restricted stock awards(3)	(0.18	)	(0.18	)	(0.18	)	(0.18	)
Pro forma stockholders' equity per share	$9.89		$9.01		$8.34		$7.76

Shares used for pro forma stockholders' equity per share	16,575,000		19,500,000		22,425,000		25,788,750

Stock price as a percentage of pro forma stockholders' equity per share	101.0	%	111.0	%	119.9	%	128.7	%

________________

(1)	As adjusted to give effect to an increase in the number of shares which could occur due to an increase in the estimated offering range of up to 15% as a result of regulatory considerations, demand for the shares, or changes in market or general financial and economic conditions following the commencement of the offering.
(2)	It is assumed that the employee stock ownership plan will purchase a number of shares equal to 3.6% of the shares outstanding after the offering. The employee stock ownership plan is assumed to be funded internally with a loan from ViewPoint Financial Group. ViewPoint Bank intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the principal and the interest requirement of the debt. ViewPoint Bank's total annual payments on the employee stock ownership plan debt is based upon a 10 year loan. The pro forma adjustments assume the employee stock ownership plan shares are allocated in equal installments based on the number of loan repayment installments assumed to be paid by ViewPoint Bank, the fair value of the common stock remains at the subscription price and the employee stock ownership plan expense reflects an estimated combined federal and state effective tax rate of 37.0%. The unallocated employee stock ownership plan shares are reflec ted as a reduction of stockholders' equity. No reinvestment rate is assumed on the proceeds contributed to fund the employee stock ownership plan. The pro forma net income further assumes that (i) 59,670, 70,200, 80,730 and 92,840 shares were committed to be released during the year ended December 31, 2005 and 14,918, 17,550, 20,183 and 23,210 shares were committed to be released during the three months ended March 31, 2006 at the minimum, midpoint, maximum and the adjusted maximum of the offering range, respectively, and (ii) only the employee stock ownership plan shares committed to be released during the period were considered outstanding for purposes of net income per share calculations.
(3)	If the stock-based incentive plan is approved by ViewPoint Financial Group's stockholders, ViewPoint Financial Group may purchase an aggregate number of shares of common stock equal to 1.8% of the shares outstanding after the offering (or possibly a greater number of shares if the plan is implemented more than one year after completion of the offering, although the plan, including the amount awarded under the plan, may remain subject to supervisory restrictions), to be awarded as restricted stock to officers and directors under the stock-based incentive plan. Stockholder approval of the stock-based incentive plan and purchases of stock for grant under the plan may not occur earlier than six months after the completion of the offering. The shares may be issued directly by ViewPoint Financial Group or acquired through open market purchases. The funds to be used to purchase the shares to be awarded by the stock-based incentive plan will be provided by ViewPoint Financial Group. The table as sumes that (i) the shares to be awarded under the stock-based incentive plan are acquired through open market purchases at $10.00 per share, (ii) 20.0% of the amount contributed for restricted stock awards is expensed during the year ended December 31, 2005 and 5.0% of the amount contributed for restricted stock awards is expensed during the three months ended March 31, 2006 (based on a five-year vesting period), respectively, and (iii) the stock-based incentive plan expense reflects an estimated combined federal and state effective tax rate of 37.0%. Assuming stockholder approval of the stock-based incentive plan and that shares of common stock (equal to 1.8% of the shares outstanding after the offering) are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 1.77%.
(4)	Includes a tax benefit of $6.1 million established on January 1, 2006, upon ViewPoint Bank's conversion to a taxable organization, as a result of temporary differences for certain items between the financial statement basis of assets and liabilities compared to their tax basis.
(5)	Gives effect to the options we expect to grant under the stock-based incentive plan, which is expected to be adopted by ViewPoint Financial Group following the offering and presented for stockholder approval not earlier than six months after the completion of the offering. We have assumed that options will be granted to acquire a number of shares equal to 4.5% of the shares outstanding after offering. In calculating the pro forma effect of the stock options, it is assumed that the exercise price of the stock options and the trading price of the stock at the date of grant were $10.00 per share, the estimated grant-date fair value pursuant to the application of the Black-Scholes option pricing model was $2.57 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight line basis over a five-year vesting period of options with a ten-year term, and an estimated combined federal and state effective tax rate of 37.0%. Under the above assumpti ons, the granting of options under the stock-based incentive plan will result in no additional shares under the treasury stock method for purposes of calculating earnings per share. There can be no assurance that the actual exercise price of the stock options will be equal to the $10.00 price per share. If a portion of the shares to satisfy the exercise options under the stock-based incentive plan are obtained from the issuance of authorized but unissued shares, our net income per share and stockholders' equity per share will decrease. This will also have a dilutive effect of up to 4.31% on the ownership interest of persons who purchase common stock in the offering.

CAPITALIZATION

The following table presents the historical deposits, borrowings and consolidated capitalization of ViewPoint Bank at December 31, 2005, and the approximate pro forma consolidated capitalization of ViewPoint Financial Group after giving effect to the reorganization, excluding assumed earnings on the net proceeds. The pro forma capitalization gives effect to the assumptions listed under "Pro Forma Data" based on the sale of the number of shares of common stock indicated below.

		ViewPoint Financial Group – Pro Forma (Based upon a price of $10.00 per share)
	ViewPoint Bank - Historical Capitalization		7,458,750 shares (Minimum of Offering Range)		8,775,000 shares (Midpoint of Offering Range)		10,091,250 shares (Maximum of Offering Range)		11,604,938 shares (Maximum, as adjusted, of Offering Range)
	(In thousands except share and per share data)
Deposits⁽¹⁾	$1,321,431		$1,321,431		$1,321,431		$1,321,431		$1,321,431
Borrowings	47,583		47,583		47,583		47,583		47,583
Total deposits and borrowed funds	$1,369,014		$1,369,014		$1,369,014		$1,369,014		$1,369,014
Stockholders' equity
Preferred stock, $0.01 par value, 25,000,000 shares authorized; none issued	$ ---		$ ---		$ ---		$ ---		$ ---
Common stock, $0.01 par value, 75,000,000 shares authorized; shares to be issued as reflected⁽²⁾	---		166		195		224		258
Additional paid-in capital⁽²⁾	---		72,008		85,020		98,033		112,995
Retained earnings⁽³⁾	108,796		108,796		108,796		108,796		108,796
Accumulated comprehensive income/(loss)	(1,256	)	(1,256	)	(1,256	)	(1,256	)	(1,256	)
Less:
Common stock acquired by employee stock ownership plan⁽⁴⁾	---		(5,967	)	(7,020	)	(8,073	)	(9,284	)
Common stock acquired for restricted stock awards⁽⁵⁾	---		(2,984	)	(3,510	)	(4,037	)	(4,642	)
Total stockholders' equity	$107,540		$170,513		$181,975		$193,437		$206,617

________________

(1)	Does not reflect withdrawals from deposit accounts for the purchase of common stock in the offering. Such withdrawals would reduce pro forma deposits by the amount of such withdrawals.
(2)	Reflects the issuance of the shares of common stock to be sold in the offering. No effect has been given to the issuance of additional common stock pursuant to the proposed stock-based incentive plan.
(3)	Pro forma retained earnings reduced by $250,000 to fund capitalization of ViewPoint MHC.
(4)	Assumes that a number of shares equal to 3.6% of the shares outstanding after the offering will be acquired by the employee stock ownership plan with funds borrowed from ViewPoint Financial Group and will represent unearned compensation, reflected as a reduction of capital.
(5)	Assumes that a number of shares equal to 1.8% of the shares outstanding after the offering are purchased in the open market by the stock-based incentive plan, with funding from ViewPoint Financial Group, subsequent to the offering at the purchase price of $10.00 per share. The stock-based incentive plan is subject to stockholder approval.

WE EXCEED ALL REGULATORY CAPITAL REQUIREMENTS

At March 31, 2006, ViewPoint Bank exceeded all of its regulatory capital requirements and met or exceeded all Office of Thrift Supervision capital requirements for a "well capitalized" institution. The following table sets forth the regulatory capital of ViewPoint Bank at March 31, 2006 and the pro forma regulatory capital of ViewPoint Bank^ after giving effect to the offering, based on the assumptions set forth on pages 29-34 as to net offering proceeds and the cash cost of the employee stock ownership plan loan. The pro forma regulatory capital amounts reflect the receipt by ViewPoint Bank of an amount sufficient for ViewPoint Bank to have 10% core capital upon completion of the offering, or at least 50% of the net proceeds, after expenses. The pro forma risk-based capital amounts assume the investment of the net proceeds received by ViewPoint Bank in assets which have a risk-weight of 20% under applicable regulations, as if the net proceeds had been received and so applied at March 31, 2006.

				Pro Forma at March 31, 2006
	Historical at March 31, 2006			7,458,750 Shares Sold at $10.00 per share			8,775,000 Shares Sold at $10.00 per share			10,091,250 Shares Sold at $10.00 per share			11,604,938 Shares Sold at $10.00 per share
	Amount	Percent of Assets⁽¹⁾		Amount	Percent of Assets⁽¹⁾		Amount	Percent of Assets⁽¹⁾		Amount	Percent of Assets⁽¹⁾		Amount	Percent of Assets⁽¹⁾
	(Dollars in Thousands)
GAAP capital	$107,540	7.20	%	$158,462	10.25	%	$158,462	10.25	%	$158,462	10.25	%	$158,462	10.25	%

Tier 1 Core Capital Ratio	103,154	6.92	%	154,076	10.00	%	154,076	10.00	%	154,076	10.00	%	154,076	10.00	%
Core Capital Requirement	59,603	4.00		61,640	4.00		61,640	4.00		61,640	4.00		61,640	4.00
Excess	$43,551	2.92	%	$92,436	6.00	%	$92,436	6.00	%	$92,436	6.00	%	$92,436	6.00	%

Tier 1 Risk-Based Capital	103,154	9.80	%	154,076	14.50	%	154,076	14.50	%	154,076	14.50	%	154,076	14.50	%
Tier 1 Risk-Based Requirement	42,090	4.00		42,497	4.00		42,497	4.00		42,497	4.00		42,497	4.00
Excess	$61,064	5.80	%	$111,579	10.50	%	$111,579	10.50	%	$111,579	10.50	%	$111,579	10.50	%

Total Risk-Based Capital	110,098	10.46	%	161,020	15.16	%	161,020	15.16	%	161,020	15.16	%	161,020	15.16	%
Total Risk-Based Requirement	84,179	8.00		84,994	8.00		84,994	8.00		84,994	8.00		84,994	8.00
Excess	$25,919	2.46	%	$76,026	7.16	%	$76,026	7.16	%	$76,026	7.16	%	$76,026	7.16	%

________________

(1)	Based on adjusted total assets or adjusted risk-weighted assets, as appropriate.

THE REORGANIZATION AND STOCK OFFERING

The board of directors of ViewPoint Bank and the Office of Thrift Supervision have approved the plan of reorganization and stock issuance. Office of Thrift Supervision approval is subject to approval of the plan of reorganization and stock issuance by our members and the satisfaction of certain other conditions imposed by the Office of Thrift Supervision. Office of Thrift Supervision approval does not constitute recommendation or endorsement of the plan.

The following is a summary of material aspects of the plan of reorganization and stock issuance. The summary is qualified in its entirety by reference to the provisions of the plan of reorganization and stock issuance. Copies of the plan of reorganization and stock issuance are available for inspection at any office of ViewPoint Bank and at the Office of Thrift Supervision. The plan of reorganization and stock issuance is also filed as an exhibit to the Registration Statement of which this prospectus is a part, copies of which may be obtained from the SEC. See "Additional Information."

General

The board of directors of ViewPoint Bank adopted the plan of reorganization and stock issuance. Under this plan, ViewPoint Bank will reorganize into the federal mutual holding company structure as a wholly owned subsidiary of ViewPoint Financial Group, which in turn will be a majority-owned subsidiary of ViewPoint MHC. Following receipt of all required regulatory approvals, the approval of the members of ViewPoint Bank entitled to vote on the plan of reorganization and stock issuance, and the satisfaction of all other conditions precedent to the reorganization, ViewPoint Bank will complete the reorganization. ViewPoint Bank, in its stock form, will continue to conduct its business and operations from the same offices with the same personnel as ViewPoint Bank conducted prior to the reorganization. The reorganization will not affect the balances, interest rates or other terms of ViewPoint Bank's loans or deposit accounts, and th e deposit accounts will continue to be insured by the FDIC. ViewPoint MHC initially will be capitalized with $250,000. When the reorganization is completed, this capital will be used for general corporate purposes.

Pursuant to the plan of reorganization and stock issuance, we will accomplish our corporate change as follows or in any other manner that is consistent with applicable federal law and regulations and the intent of the plan:

	(1)	ViewPoint Bank will organize an interim stock savings bank as a wholly owned subsidiary ("Interim One");
	(2)	Interim One will organize an interim stock savings bank as a wholly owned subsidiary ("Interim Two");
	(3)	Interim One will organize ViewPoint Financial Group as a wholly owned subsidiary;
	(4)	ViewPoint Bank will convert to a federal stock savings bank by exchanging its charter for a federal stock savings bank charter to become ViewPoint Bank and Interim One will become a federal mutual holding company by exchanging its charter for a federal mutual holding company charter to become ViewPoint MHC;
	(5)	simultaneously with step (4), Interim Two will merge with and into ViewPoint Bank with ViewPoint Bank as the resulting institution;

	(6)	all of the initially issued stock of ViewPoint Bank will be transferred to ViewPoint MHC in exchange for mutual membership interests in ViewPoint MHC;
	(7)	ViewPoint MHC will contribute the capital stock of ViewPoint Bank to ViewPoint Financial Group, and ViewPoint Bank will become a wholly owned subsidiary of ViewPoint Financial Group; and
	(8)	contemporaneously with the reorganization, ViewPoint Financial Group will offer for sale in the offering shares of common stock based on the pro forma market value of ViewPoint Financial Group and ViewPoint Bank.

ViewPoint Financial Group expects to receive the approval of the Office of Thrift Supervision to become a savings and loan holding company and to own all of the common stock of ViewPoint Bank. ViewPoint Financial Group intends to retain 50% of the net proceeds of the offering. The reorganization will be effected only upon completion of the sale of all of the shares of common stock to be issued pursuant to the plan of reorganization and stock issuance.

Our Reasons for the Corporate Change

As a mutual institution, ViewPoint Bank has no authority to issue shares of capital stock and consequently has no access to market sources of equity capital. Only by generating and retaining earnings from year to year is ViewPoint Bank able to increase its equity capital position.

As a stock corporation upon completion of the reorganization, ViewPoint Bank will be organized in the form used by commercial banks, most major corporations and a majority of savings institutions. The ability to raise new equity capital through the issuance and sale of ViewPoint Bank's or ViewPoint Financial Group's capital stock will allow ViewPoint Bank the flexibility to increase its equity capital position more rapidly than by accumulating earnings, and at times deemed advantageous by the board of directors of ViewPoint Bank. It also will support future growth and expanded operations, including increased lending and investment activities, as business and regulatory needs require. The ability to attract new capital also will help ViewPoint Bank address the needs of the communities it serves and enhance its ability to make acquisitions or expand into new businesses. The acquisition alternatives available to ViewPoint Bank ar e quite limited as a mutual institution because of a requirement in Office of Thrift Supervision regulations that the surviving institution in a merger involving a mutual institution generally must be in mutual form. After the reorganization, ViewPoint Bank will have an increased ability to merge with other mutual and stock institutions and ViewPoint Financial Group may acquire control of other mutual or stock savings associations and retain the acquired institution as a separate subsidiary of ViewPoint Financial Group. Finally, ViewPoint Bank is expected to benefit from its directors and employees having a stock ownership in its business, since that is viewed as an effective performance incentive and a means of attracting, retaining and compensating directors and employees. For a description of the proposed stock-based incentive plan, see "Management."

Although ViewPoint Bank's ability to raise capital and general business flexibility will be improved by this reorganization, these advantages will be limited by the requirement in applicable laws and regulations that a mutual holding company maintain a majority ownership interest in its savings bank holding company subsidiary. These advantages also will be limited by ViewPoint Financial Group's offering of 45.0% of its to-be-outstanding common stock, which will affect ViewPoint Financial Group's ability to issue additional shares of common stock in the future without additional issuances of stock to ViewPoint MHC.

The advantages of the reorganization also could be achieved if ViewPoint Bank were to reorganize into a wholly owned subsidiary of a stock holding company, known as a standard conversion, rather than as a second-tier subsidiary of a mutual holding company. A standard conversion would free ViewPoint Bank from the restrictions on its ability to raise capital which result from the requirement that its mutual holding company maintain a majority ownership interest in ViewPoint Financial Group.

Office of Thrift Supervision regulations require that savings institutions converting to stock form in a standard conversion sell all of their to-be-outstanding capital stock rather than a minority interest. The amount of equity capital that would be raised in a standard conversion would be substantially more than the amount raised in a minority stock offering by a subsidiary of a mutual holding company. A standard conversion would make it more difficult for ViewPoint Bank to maximize the return on its equity. A standard conversion also would eliminate all aspects of the mutual form of organization. Completion of the reorganization does not eliminate the possibility of ViewPoint MHC converting from mutual to stock form in the future; however, a full conversion is not contemplated at this time.

After considering the advantages and disadvantages of the reorganization, as well as applicable fiduciary duties and alternative transactions, including a reorganization into a wholly owned subsidiary of a stock holding company rather than as a second-tier subsidiary of a mutual holding company, the board of directors of ViewPoint Bank unanimously approved the reorganization as being in the best interests of ViewPoint Bank and equitable to its account holders.

Effects of the Corporate Change

General. The reorganization will have no effect on ViewPoint Bank's present business of accepting deposits and investing its funds in loans and other investments permitted by law. The reorganization will not result in any change in the existing services provided to depositors and borrowers, or in existing offices, management and staff. ViewPoint Bank will continue to be subject to regulation, supervision and examination by the Office of Thrift Supervision and the FDIC.

Deposits and Loans. Each holder of a deposit account in ViewPoint Bank at the time of the reorganization will continue as an account holder in ViewPoint Bank after the reorganization, and the reorganization will not affect the deposit balance, interest rate or other terms of these accounts. Each account will be insured by the FDIC to the same extent as before the reorganization. Depositors in ViewPoint Bank will continue to hold their existing certificates, statements and other evidence of their accounts. The reorganization will not affect the loan terms of any borrower from ViewPoint Bank. The amount, interest rate, maturity, security for and obligations under each loan will remain as they existed prior to the reorganization. See "-- Voting Rights" and "-- Depositors Rights if We Liquidate" below for a discussion of the effects of the reorganization on the voting and liquidation rights of the depositors of ViewPoi nt Bank.

Continuity. During the reorganization and stock issuance process, the normal business of ViewPoint Bank of accepting deposits and making loans will continue without interruption. Following completion of the reorganization and stock issuance, ViewPoint Bank will continue to be subject to regulation by the Office of Thrift Supervision, and FDIC insurance of accounts will continue without interruption. After the reorganization and stock issuance, ViewPoint Bank will continue to provide services for depositors and borrowers under current policies and by its present management and staff.

The board of directors presently serving ViewPoint Bank will serve as the board of directors of ViewPoint Bank after the reorganization and stock issuance. The initial members of the board of directors of ViewPoint Financial Group and ViewPoint MHC will consist of the individuals currently serving on the board of directors of ViewPoint Bank. After the reorganization, the voting stockholders of ViewPoint Financial Group will elect approximately one-third of ViewPoint Financial Group's directors annually, and approximately one-third of the directors of ViewPoint MHC will be elected annually by the members of ViewPoint MHC, who will consist of the former members of ViewPoint Bank who maintain deposits with ViewPoint Bank, and all persons who become depositors of ViewPoint Bank after the reorganization. All current officers of ViewPoint Bank will retain their positions with ViewPoint Bank after the reorganization and stock issuance .

Voting Rights. After completion of the reorganization and stock issuance, members will have no voting rights in ViewPoint Bank or ViewPoint Financial Group and, therefore, will not be able to elect directors of ViewPoint Bank or ViewPoint Financial Group or to control their affairs. Currently these rights are held by depositors of ViewPoint Bank. After the reorganization and stock issuance, voting rights for ViewPoint Financial Group will be vested exclusively in the stockholders of ViewPoint Financial Group, which will own all of the stock of ViewPoint Bank. Each holder of common stock will be entitled to vote on any matter to be considered by the stockholders of ViewPoint Financial Group, subject to the provisions of ViewPoint Financial Group's charter.

As a federally chartered mutual holding company, ViewPoint MHC will have no authorized capital stock and no stockholders. ViewPoint MHC will be controlled by members of ViewPoint Bank. These members may have signed proxies giving their voting rights to ViewPoint Bank's board of directors. The revocable proxies that members of ViewPoint Bank have granted to the board of directors of ViewPoint Bank give the board of directors of ViewPoint Bank general authority to cast a member's vote on any and all matters presented to the members. These proxies are deemed to cover the member's votes as members of ViewPoint MHC, and this authority is given to the board of directors of ViewPoint MHC. The plan of reorganization also provides for the transfer of proxy rights to the board of directors of ViewPoint MHC. As a result, the board of directors of ViewPoint MHC may be able to govern the operations of ViewPoint Bank and ViewPoint Fina ncial Group, notwithstanding objections raised by members of ViewPoint MHC or stockholders of ViewPoint Financial Group, respectively, if the board of directors has been appointed proxy for a majority of the outstanding votes of members of ViewPoint MHC and these proxies have not been revoked. In addition, all persons who become depositors of ViewPoint Bank following the reorganization will have membership rights with respect to ViewPoint MHC.

Depositors' Rights if We Liquidate. In the event of a voluntary liquidation of ViewPoint Bank prior to the reorganization, holders of deposit accounts in ViewPoint Bank would be entitled to distribution of any assets of ViewPoint Bank remaining after the claims of depositors and all other creditors are satisfied. Following the reorganization, the holder of ViewPoint Bank's common stock, which will be ViewPoint Financial Group, would be entitled to any assets remaining upon a liquidation, dissolution or winding up of ViewPoint Bank and, except through their liquidation interests in ViewPoint MHC, discussed below, holders of deposit accounts in ViewPoint Bank would not have any interest in these assets.

In the event of a voluntary or involuntary liquidation, dissolution or winding up of ViewPoint MHC following completion of the reorganization, holders of deposit accounts in ViewPoint Bank would be entitled, pro rata to the value of their accounts, to distribution of any assets of ViewPoint MHC remaining after the claims of all creditors of ViewPoint MHC are satisfied. Stockholders of ViewPoint Financial Group will have no liquidation or other rights with respect to ViewPoint MHC solely as stockholders.

In the event of a liquidation, dissolution or winding up of ViewPoint Financial Group, each holder of shares of the common stock would be entitled to receive, after payment of all debts and liabilities of ViewPoint Financial Group, a pro rata portion of all assets of ViewPoint Financial Group available for distribution to holders of the common stock.

There currently are no plans to liquidate ViewPoint Bank, ViewPoint Financial Group or ViewPoint MHC in the future.

Tax Effects of Our Corporate Change and Stock Offering. ViewPoint Bank has received an opinion from its special counsel, Silver, Freedman & Taff L.L.P., Washington, D.C., as to the material federal income tax consequences of the reorganization and stock issuance to ViewPoint Bank, ViewPoint Financial Group and ViewPoint MHC, and as to the generally applicable material federal income tax consequences of the reorganization and stock issuance to ViewPoint Bank's account holders and to persons who purchase common stock in the offering.

The opinion provides that, among other things:

ViewPoint Bank's adoption of a charter in stock form, known as the bank conversion, will qualify as a tax-free reorganization under Internal Revenue Code of 1986, as amended, Section 368(a)(1)(F);
no gain or loss will be recognized by ViewPoint Bank or the stock bank in the bank conversion;
no gain or loss will be recognized by the depositors of ViewPoint Bank on the receipt of equity interests with respect to ViewPoint MHC in exchange for their equity interests surrendered therefor;
the receipt of stock by depositors for equity interests in ViewPoint MHC will constitute a tax-free exchange of property solely for voting "stock" pursuant to Internal Revenue Code Section 351;
the transfer by ViewPoint MHC of the stock bank's stock to ViewPoint Financial Group will constitute a tax-free exchange of property solely for voting stock pursuant to Internal Revenue Code Section 351;
ViewPoint MHC will recognize no gain or loss upon the transfer of the stock bank stock to ViewPoint Financial Group in exchange for common stock pursuant to Internal Revenue Code Section 351;
ViewPoint Financial Group will recognize no gain or loss upon its receipt of stock bank stock from ViewPoint MHC in exchange for common stock;
ViewPoint Financial Group will recognize no gain or loss upon the receipt of money in exchange for shares of common stock;
no gain or loss will be recognized by ViewPoint Bank's account holders upon the issuance to them of accounts in the stock bank in stock form immediately after the reorganization and stock issuance, in the same dollar amounts and on the same terms and conditions as their accounts at ViewPoint Bank immediately prior to the reorganization and stock issuance; and

it is more likely than not that no gain or loss will be recognized to account holders upon the receipt or exercise of subscription rights in the reorganization and stock issuance, as discussed below.

If the subscription rights granted to eligible subscribers are deemed to have an ascertainable value, receipt of these rights would be taxable probably only to those eligible subscribers who exercise the subscription rights, either as a capital gain or ordinary income, in an amount equal to such value, and ViewPoint Financial Group and ViewPoint Bank could recognize gain on any distribution. Eligible subscribers are encouraged to consult with their own tax advisor as to the tax consequences in the event that subscription rights are deemed to have an ascertainable value.

The opinion of Silver, Freedman & Taff, L.L.P. is based in part upon, and subject to the continuing validity in all material respects through the date of the reorganization and stock issuance of, various representations of ViewPoint Bank and upon certain assumptions and qualifications, including that the reorganization and stock issuance are completed in the manner and according to the terms provided in the plan of reorganization and stock issuance. This opinion is also based upon the Internal Revenue Code, regulations now in effect, current administrative rulings and practice and judicial authority, all of which are subject to change and any change may be made with retroactive effect. Unlike private letter rulings received from the IRS, an opinion is not binding upon the IRS and there can be no assurance that the IRS will not take a position contrary to the positions reflected in this opinion, or that this opinion will be uphe ld by the courts if challenged by the IRS.

ViewPoint Bank also has obtained an opinion from Crowe Chizek and Company LLC that the income tax effects of the reorganization and stock issuance under Texas tax laws will be substantially the same as described above with respect to federal income tax laws.

ViewPoint Financial Group and ViewPoint Bank have received a letter from Feldman Financial Advisors, stating its belief that the subscription rights do not have any value, based on the fact that these rights are acquired by the recipients without cost, are nontransferable and of short duration, and give the recipients the right only to purchase the common stock at a price equal to its estimated fair market value, which will be the same price as the purchase price for the unsubscribed shares of common stock. Feldman Financial Advisors specializes in providing financial valuations, opinions and analyses of securities of companies engaged in the financial services industry. Feldman Financial Advisors has provided subscription rights opinions in connection with numerous mutual-to-stock conversion offerings.

How We Determined Our Price and the Number of Shares to be Issued in the Stock Offering

The plan of reorganization and stock issuance requires that the purchase price of the common stock must be based on the appraised pro forma market value of ViewPoint Financial Group and ViewPoint Bank, as determined on the basis of an independent valuation. ViewPoint Bank has retained Feldman Financial Advisors to make this valuation. For its services in making this appraisal, Feldman Financial Advisors' fees and out-of-pocket expenses are estimated to be $65,000. ViewPoint Bank has agreed to indemnify Feldman Financial Advisors and any employees of Feldman Financial Advisors who act for or on behalf of Feldman Financial Advisors in connection with the appraisal against any and all loss, cost, damage, claim, liability or expense of any kind, including claims under federal and state securities laws, arising out of any misstatement or untrue statement of a material fact or an omission to state a material fact in the information su pplied by ViewPoint Bank to Feldman Financial Advisors, unless Feldman Financial Advisors is determined to be negligent or otherwise at fault.

An appraisal has been made by Feldman Financial Advisors in reliance upon the information contained in this prospectus, including the financial statements. Feldman Financial Advisors also considered the following factors, among others:

the present and projected operating results and financial condition of ViewPoint Financial Group and ViewPoint Bank, which were prepared by ViewPoint Bank then adjusted by Feldman Financial Advisors to reflect the net proceeds of this offering and the economic and demographic conditions in ViewPoint Bank's existing market areas as prepared by ViewPoint Bank;
certain historical, financial and other information relating to ViewPoint Bank, which were prepared by ViewPoint Bank;
the impact of the reorganization on ViewPoint Bank's net worth and earnings potential as calculated by Feldman Financial Advisors; and
the proposed dividend policy of ViewPoint Financial Group and ViewPoint Bank.

The appraisal also incorporated an analysis of a peer group of publicly traded thrift mutual holding companies that Feldman Financial Advisors considered to be comparable to ViewPoint Financial Group. The peer group analysis conducted by Feldman Financial Advisors included a total of 11 publicly traded thrift holding companies. The analysis of comparable publicly traded mutual holding companies included an evaluation of the average and median price-to-earnings and price-to-book value ratios indicated by the market prices of the peer companies. Feldman Financial Advisors applied the peer group's pricing ratios as adjusted for certain qualitative valuation factors to account for differences between ViewPoint Financial Group and the peer group, to ViewPoint Financial Group's pro forma earnings and book value to derive the estimated pro forma market value of ViewPoint Financial Group on a fully converted basis.

In its review of the appraisal provided by Feldman Financial Advisors, the board of directors reviewed the methodologies and the appropriateness of the assumptions used by Feldman Financial Advisors in addition to the factors listed above, and the board of directors believes that these assumptions were reasonable.

On the the basis of the foregoing, Feldman Financial Advisors has advised ViewPoint Financial Group that, in its opinion dated May 31, 2006, the estimated pro forma market value of the common stock on a fully converted basis, ranged from a minimum of $165.8 million to a maximum of $224.3 million with a midpoint of $195.0 million. The board of directors of ViewPoint Financial Group determined that the common stock should be sold at $10.00 per share. Based on the estimated pro forma market value and the purchase price, the number of shares of common stock that ViewPoint Financial Group will issue will range from between 16,575,000 shares and 22,425,000 shares, with a midpoint of 19,500,000 shares. The board determined to offer 45.0% of these sh ares, or between 7,458,750 shares and 10,091,250 shares with a midpoint of 8,775,000 shares, the "estimated offering range," to depositors and the public pursuant to this prospectus. After the offering, purchasers in the offering will own 45.0% and ViewPoint MHC will own 55.0% of ViewPoint Financial Group's outstanding shares of common stock. The estimated offering range may be amended with the approval of the Office of Thrift Supervision or if necessitated by subsequent developments in the financial condition of ViewPoint Financial Group or market conditions generally. In the event the estimated market value is updated to amend the value of the ViewPoint Financial Group on a fully converted basis below $165.8 million or above $257.9 million, which is the maximum of the estimated valuation range, as adjusted by 15%, a new appraisal will be filed with the Office of Thrift S upervision.

Based upon current market and financial conditions and recent practices and policies of the Office of Thrift Supervision, in the event ViewPoint Financial Group receives orders for common stock in excess of $100.9 million, the maximum of the estimated offering range, and up to $116.0 million, the maximum of the estimated offering range, as adjusted by 15%, ViewPoint Financial Group may be required by the Office of Thrift Supervision to accept all such orders. No assurances, however, can be made that ViewPoint Financial Group will receive orders for common stock in excess of the maximum of the estimated offering range or that, if these orders are received, that all these orders will be accepted because ViewPoint Financial Group's final valuation and number of shares to be issued are subject to the receipt of an updated appraisal from Feldman Financial Advisors, which reflects the increase in the valuation and the approval of the increase by the Office of Thrift Supervision. In addition, an increase in the number of shares above 10,091,250 shares, will first be used, if necessary, to fill the order of the employee stock ownership plan. There is no obligation or understanding on the part of management to take and/or pay for any shares in order to complete the offering.

The following table presents a summary of selected pricing ratios for the peer group companies and for ViewPoint Financial Group on a non-fully converted basis as of and for the year ended December 31, 2005. The peer group, which consists of 11 publicly traded thrift holding companies, which are all in mutual holding company form, includes companies that range in asset size from $556.8 million to $2.0 billion and have market capitalizations ranging from $76.9 million to $996.5 million. Compared to the average pricing ratios of the peer group, our pro forma pricing ratios at the maximum of the offering range indicated a premium of 162.7% on a price-to-earnings basis and a discount of 43.2% on a price-to-book basis. The estimated appraised value and the resulting discounts took into consideratio n the potential financial impact of the offering. Since not all mutual holding companies retained 55% of the total shares issued, and some have repurchased shares, a distortion of the price to earnings multiples and price to book value ratios may be present.

In determining the estimated pro forma market value, Feldman Financial Advisors concluded that ViewPoint Financial Group's pro forma valuation should be discounted relative to the peer group companies due to its recent earnings performance and the new issue discount applicable to newly converted, unseasoned thrift stock issues versus existing thrift stocks with actual trading histories. The resulting pro forma valuation range for ViewPoint Financial Group reflected a discount to the peer group on a price-to-book basis. However, because of ViewPoint Bank's lower historical earnings performance relative to the peer group comparables, the pro forma price-to-earnings ratio for ViewPoint Financial Group is skewed upward by the computed valuation ratio effect.

The financial impact of the offering includes the gross proceeds of the offering, less offering expenses and the effects of the benefit plans we expect to implement. Earnings used in the calculation of the pricetoearnings ratio are defined as our normalized tax-effected earnings for the twelve months ended March 31, 2006, plus the financial impact of the offering. The financial impact of the offering includes the pro forma aftertax income generated from the reinvestment of the net proceeds of the offering, less the expense related to the benefit plans.

	Non-Fully Converted Price to Earnings Multiple	Non-Fully Converted Price to Book Value Ratio
ViewPoint Financial Group
Maximum, as adjusted	125.0x	124.8%
Maximum	111.1x	115.9%
Minimum	100.0x	97.2%

Valuation of peer group companies
as of May 31, 2006⁽¹⁾ Averages42.3x204.1% Medians38.7x194.1% ____________
(1) Reflects earnings and equity as of or for the most recent 12-month period.

The following table presents a summary of selected pricing ratios for the peer group companies and ViewPoint Financial Group with the ratios adjusted to the hypothetical case of being fully converted. Compared to the average fully converted pricing ratios of the peer group, our pro forma fully converted pricing ratios at the maximum of the offering range indicated a premium of 99.6% on a price-to-earnings basis and a discount of 23.5% on a price-to-book basis. Feldman Financial Advisors' calculations of the fully converted pricing multiples for the peer group companies assume the pro forma impact of selling the mutual holding company shares of each of the peer group companies at their respective trading prices as of May 31, 2006. Feldman Financial Advisors' calculation of our fully converted pricing ratios assumes the pro forma impact of selling 100% of the shares to be outstanding at $10.00 per share.

	Fully Converted Price to Earnings Multiple	Fully Converted Price to Book Value Ratio
ViewPoint Financial Group
Maximum, as adjusted	62.5x	78.1%
Maximum	62.5x	74.5%
Minimum	58.8x	66.3%

Valuation of peer group
companies as of May 31, 2006⁽¹⁾ Averages31.3x97.3% Medians27.1x97.7%____________
(1) Reflects earnings and equity as of or for the most recent 12-month period.

The following table was provided to our board of directors by Feldman Financial Advisors as part of its appraisal. It presents information for all mutual holding company organizations conducting a minority stock offering that were completed during the period from January 1, 2005 through May 31, 2006. The table presents the average percentage stock price appreciation from the initial trading date to the dates presented in the table. Feldman Financial Advisors advised our board of directors that its appraisal was prepared in conformance with the regulatory appraisal methodology. That methodology requires a valuation based on an analysis of the trading prices of comparable public thrift holding companies whose stock has traded for at least one year prior to the valuation date. Feldman Financial Advisors also advised our board of directors that the aftermarket trading experience of recent transactions was considered in the appraisal as a general indicator of current market conditions, but was not relied upon as a primary valuation methodology.

This table is not intended to indicate how our stock may perform. Furthermore, this table presents only short-term price performance and may not be indicative of the longer-term stock price performance of these companies. The increase in any particular company's stock price is subject to various factors, including, but not limited to, the amount of proceeds a company raises, the company's historical and anticipated operating results, the nature and quality of the company's assets, the company's market area, and the quality of management and management's ability to deploy proceeds (such as through loans and investments, the acquisition of other financial institutions or other businesses, the payment of dividends and common stock repurchases). In addition, stock prices may be affected by general market and economic conditions, the interest rate environment, the market for financial institutions and merger or takeover transactions, the presence of professional and other investors who purchase stock on speculation, as well as other unforeseeable events not in the control of management. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the "Risk Factors."

					Price Appreciation After
Company	State	IPO Date	Total Assets ($Mil.)	Stock Retained by MHC (%)	One Day (%)	One Week (%)	One Month (%)	Price Appreciation Through 5/31/06 (%)

Mutual Federal Bancorp, Inc.	IL	04/06/06	64.5	70.0	11.3	11.0	11.4	10.0
Lake Shore Bancorp, Inc.	NY	04/04/06	333.7	53.0	7.0	5.5	2.9	0.5
United Community Bancorp	IN	03/31/06	323.6	55.0	8.0	8.4	5.5	3.2
Magyar Bancorp, Inc.	NJ	01/24/06	359.7	54.0	6.5	5.0	6.0	12.5
Greenville Federal Financial Corp.	OH	01/05/06	128.4	55.0	2.5	2.5	0.0	(2.2)
Equitable Financial Corp.	NE	11/08/05	163.7	55.0	0.0	0.0	(5.0)	(8.0)
Investors Bancorp, Inc.	NJ	10/12/05	4,992.8	54.3	0.2	0.7	5.2	37.0
Wauwatosa Holdings, Inc.	WI	10/05/05	1,386.1	68.4	12.5	11.5	9.5	57.0
Ottawa Savings Bancorp, Inc.	IL	07/15/05	173.3	55.0	10.0	5.0	7.0	17.5
United Financial Bancorp, Inc.	MA	07/13/05	796.0	53.4	17.5	15.7	17.0	17.1
Colonial Bankshares, Inc.	NJ	06/30/05	296.2	54.0	6.0	6.9	7.5	21.8
Heritage Financial Group	GA	06/30/05	347.8	70.0	7.5	7.2	9.3	31.5
North Penn Bancorp, Inc.	PA	06/02/05	90.5	53.9	10.0	2.5	1.5	11.5
Rockville Financial, Inc.	CT	05/23/05	923.5	55.0	4.8	10.5	19.6	42.6
FedFirst Financial Corp.	PA	04/07/05	270.3	55.0	(6.6)	(7.1)	(14.5)	1.5
Brooklyn Federal Bancorp, Inc.	NY	04/06/05	303.7	70.0	(0.5)	(0.1)	(5.0)	20.0
Prudential Bancorp, Inc.	PA	03/30/05	405.0	55.0	(1.5)	(6.5)	(12.5)	33.2
Kentucky First Federal Bancorp	KY	03/03/05	139.8	55.0	7.9	11.0	12.4	5.2
Kearny Financial Corp.	NJ	02/24/05	1,935.5	70.0	13.9	14.3	10.8	37.0
Home Federal Bancorp, Inc.	LA	01/21/05	95.7	60.0	(1.0)	0.0	(0.8)	2.0
BV Financial, Inc.	MD	01/14/05	98.1	55.0	(6.5)	(4.0)	(1.5)	(5.0)
Georgetown Bancorp, Inc.	MA	01/06/05	124.9	55.0	2.0	0.0	0.5	(9.0)
Average			625.1	58.2	5.1	4.5	3.9	15.1
Median			300.0	55.0	6.3	5.0	5.4	12.0

Feldman Financial Advisors' valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing these shares. Feldman Financial Advisors did not independently verify the consolidated financial statements and other information provided by ViewPoint Financial Group, nor did Feldman Financial Advisors value independently the assets or liabilities of ViewPoint Financial Group. The valuation considers ViewPoint Financial Group as a going concern and should not be considered as an indication of the liquidation value of ViewPoint Financial Group. Moreover, because this valuation is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons purchasing common stock in the offerings will thereafter be able to sell such shares at prices at or above the purchase price or in th e range of the valuation described above.

Prior to completion of the offering, the maximum of the estimated offering range may be increased up to 15% and the number of shares of common stock offered may be increased to 11,604,938 shares to reflect changes in market and financial conditions or to fill the order of the employee stock ownership plan, without the resolicitation of subscribers. See "- Limitations on Stock Purchases" as to the method of distribution and allocation of additional shares that may be issued in the event of an increase in the estimated offering range to fill unfilled orders in the subscription offering.

No sale of shares of common stock in the offering may be completed unless, prior to the completion, Feldman Financial Advisors confirms that nothing of a material nature has occurred which, taking into account all relevant factors, would cause it to conclude that the aggregate value of the common stock to be issued is materially incompatible with the estimate of the aggregate consolidated pro forma market value of ViewPoint Financial Group. If this confirmation is not received, ViewPoint Financial Group may cancel the offering, extend the offering period and establish a new estimated offering range and/or estimated price range, extend, reopen or hold a new offering or take any other action the Office of Thrift Supervision may permit.

Depending upon market or financial conditions following the start of the subscription offering, the total number of shares of common stock may be increased or decreased without a resolicitation of subscribers, provided that the product of the total number of shares times the purchase price is not below the minimum or more than 15% above the maximum of the estimated offering range. In the event market or financial conditions change so as to cause the aggregate purchase price of the shares to be below the minimum of the estimated offering range or more than 15% above the maximum of such range, purchasers will be resolicited and be permitted to continue their orders, in which case they will need to reconfirm their subscriptions prior to the expiration of the resolicitation offering or their subscription funds will be promptly refunded with interest at ViewPoint Bank's statement savings rate of interest, or be permitted to modify or rescind their subscriptions. Any change in the estimated offering range must be approved by the Office of Thrift Supervision.

An increase in the number of shares of common stock as a result of an increase in the estimated pro forma market value would decrease both a subscriber's ownership interest and ViewPoint Financial Group's pro forma net income and stockholders' equity on a per share basis while increasing pro forma net income and stockholders' equity on an aggregate basis. A decrease in the number of shares of common stock would increase both a subscriber's ownership interest and ViewPoint Financial Group's pro forma net income and stockholders' equity on a per share basis while decreasing pro forma net income and stockholders' equity on an aggregate basis. See "Risk Factors – The implementation of stock-based incentive plans may dilute your ownership interest" and "Pro Forma Data."

Copies of the appraisal report of Feldman Financial Advisors, including any amendments, and the detailed report of the appraiser setting forth the method and assumptions for the appraisal are available for inspection at the main office of ViewPoint Bank and the other locations specified under "Additional Information."

Subscription Offering and Subscription Rights

Under the plan of reorganization and stock issuance, rights to subscribe for the purchase of common stock have been granted to the following persons in the following order of descending priority:

depositors of ViewPoint Bank with account balances of at least $50 as of the close of business on December 31, 2004 ("Eligible Account Holders");
tax-qualified employee plans ("Tax-Qualified Employee Plans");
depositors of ViewPoint Bank, other than directors and officers of ViewPoint Bank, with account balances of at least $50 as of the close of business on March 31, 2006 ("Supplemental Eligible Account Holders"); and
depositors of ViewPoint Bank as of the close of business on ________ __, 2006 ("Other Members").

All subscriptions received will be subject to the availability of common stock after satisfaction of all subscriptions of all persons having prior rights in the subscription offering and to the maximum and minimum purchase limitations set forth in the plan of reorganization and stock issuance and as described below under "- Limitations on Stock Purchases."

Preference Category No. 1:Eligible Account Holders. Each Eligible Account Holder shall receive, without payment, first priority, nontransferable subscription rights to subscribe for shares of common stock in an amount equal to the greater of:

(1)

$400,000 or 40,000 shares of common stock;

	(2)	one-tenth of one percent of the total offering of shares of common stock; or
	(3)	15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of common stock to be issued by a fraction, of which the numerator is the amount of the qualifying deposit of the Eligible Account Holder and the denominator is the total amount of qualifying deposits of all Eligible Account Holders in ViewPoint Bank in each case as of the close of business on December 31, 2004 (the "Eligibility Record Date"), subject to the overall purchase limitations.

See "- Limitations on Stock Purchases."

If there are not sufficient shares available to satisfy all subscriptions, shares first will be allocated among subscribing Eligible Account Holders so as to permit each such Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his total allocation equal to the lesser of the number of shares subscribed for, or 100 shares. Thereafter, any shares remaining after each subscribing Eligible Account Holder has been allocated the lesser of the number of shares subscribed for or 100 shares will be allocated among the subscribing Eligible Account Holders whose subscriptions remain unfilled pro rata in the proportion that the amounts of their respective qualifying deposits bear to the total amount of qualifying deposits of all subscribing Eligible Account Holders whose subscriptions remain unfilled. For example, if an Eligible Account Holder with an unfilled subscription has qualifying deposi ts totaling $100, and the total amount of qualifying deposits for Eligible Account Holders with unfilled subscriptions was $1,000, then the number of shares that may be allocated to fill this Eligible Account Holder's subscription would be 10% of the shares remaining available, up to the amount subscribed for. Subscription Rights of Eligible Account Holders will be subordinated to the priority rights of Tax-Qualified Employee Plans to purchase shares in excess of the maximum of the estimated offering range.

To ensure proper allocation of stock, each Eligible Account Holder must list on his subscription order form all accounts in which he has an ownership interest. Failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed. The subscription rights of Eligible Account Holders who are also directors or officers of ViewPoint Financial Group and ViewPoint Bank or their associates will be subordinated to the subscription rights of other Eligible Account Holders to the extent attributable to increased deposits in the year preceding December 31, 2004.

Preference Category No. 2:Tax-Qualified Employee Plans. Each Tax-Qualified Employee Plan, including the employee stock ownership plan, shall be entitled to receive, without payment, second priority, nontransferable subscription rights to purchase up to 10% of the common stock, provided that individually or in the aggregate such plans (other than that portion of such plans which is self-directed) shall not purchase more than 10% of the shares of common stock, including any increase in the number of shares of common stock after the date hereof as a result of an increase of up to 15% in the maximum of the estimated offering range. The employee stock ownership plan intends to purchase 3.6% of the shares of common stock to be outstanding following completion of the offering or 8.0% of the shares issued in the offering (excluding shares issued to ViewPoint MHC), or 596,700 shar es and 807,300 shares based on the minimum and maximum of the estimated offering range, respectively. Subscriptions by any of the Tax-Qualified Employee Plans will not be aggregated with shares of common stock purchased directly by or which are otherwise attributable to any other participants in the subscription and direct community offerings, including subscriptions of any of ViewPoint Bank's directors, officers, employees or associates thereof. Subscription rights received pursuant to this category shall be subordinated to all rights received by Eligible Account Holders to purchase shares pursuant to category No.1; provided, however, that notwithstanding any other provision of the plan of reorganization and stock issuance to the contrary, the Tax-Qualified Employee Plans shall have a first priority subscription right to the extent that the total number of shares of common stock sold in the offering exceeds the maximum of the estimated offering. In the event that the total number of shares offered in the offering is increased to an amount greater than the number of shares representing the maximum of the estimated offering range, each Tax-Qualified Employee Plan will have a priority right to purchase any such shares exceeding the maximum of the estimated offering range up to an aggregate of 10% of the common stock sold in the offering. See "Management - Benefits -- Employee Stock Ownership Plan."

Preference Category No. 3:Supplemental Eligible Account Holders. To the extent that there are sufficient shares remaining after satisfaction of subscriptions by Eligible Account Holders and the Tax-Qualified Employee Plans, each Supplemental Eligible Account Holder shall be entitled to receive, without payment, third priority, nontransferable subscription rights to subscribe for shares of common stock in an amount equal to the greater of:

	(1)	$400,000 or 40,000 shares of common stock;
	(2)	one-tenth of one percent of the total offering of shares of common stock; or

(3)

15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of common stock to be issued by a fraction, of which the numerator is the amount of the qualifying deposit of the Supplemental Eligible Account Holder and the denominator of which is the total amount of qualifying deposits of all Supplemental Eligible Account Holders in ViewPoint Financial Group in each case on the close of business on March 31, 2006 (the "Supplemental Eligibility Record Date"), subject to the overall purchase limitations.

See "- Limitations on Stock Purchases."

If there are not sufficient shares available to satisfy all subscriptions of all Supplemental Eligible Account Holders, available shares first will be allocated among subscribing Supplemental Eligible Account Holders so as to permit each such Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his total allocation (including the number of shares, if any, allocated in accordance with Category No.1) equal to the lesser of the number of shares subscribed for or 100 shares. Thereafter, any shares remaining available will be allocated pro rata among the Supplemental Eligible Account Holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to the total amount of qualifying deposits of all subscribing Supplemental Eligible Account Holders whose subscriptions remain unfilled.

Preference Category No. 4:Other Members. To the extent that there are sufficient shares remaining after satisfaction of subscriptions by Eligible Account Holders, the Tax-Qualified Employee Plans and Supplemental Eligible Account Holders, each Other Member shall receive, without payment, fourth priority, nontransferable subscription rights to subscribe for shares of ViewPoint Financial Group common stock, up to the greater of $400,000 or 40,000 shares of common stock or one-tenth of one percent of the total offering of shares of common stock in the offerings, subject to the overall purchase limitations. See "-- Limitations on Stock Purchases."

In the event the Other Members subscribe for a number of shares which, when added to the shares subscribed for by Eligible Account Holders, the Tax-Qualified Employee Plans and Supplemental Eligible Account Holders, is in excess of the total number of shares of common stock offered in the Stock Offering, available shares will be allocated among the subscribing Other Members pro rata in the same proportion that the Other Member's number of votes on the voting record date for approval of the plan of reorganization and stock issuance bears to the total number of votes on the voting record date of all subscribing Other Members on that date.

Expiration Date for the Subscription Offering. The subscription offering will expire at 12:00 noon, Plano, Texas time, on _________ __, 2006 (the "subscription expiration date"), unless extended for up to 45 days or for such additional periods by ViewPoint Financial Group as may be approved by the Office of Thrift Supervision. Subscription rights that have not been exercised prior to the subscription expiration date (unless extended) will become void. If the stock offering is extended, we will be required to notify each subscriber and resolicit subscriptions. During any extension period, subscribers will have the right to modify or rescind their subscriptions and, unless an affirmative response is received, a subscriber's funds will be returned with interest at ViewPoint Bank's passbook savings account rate.

We will not execute orders until at least the minimum number of shares of common stock, 7,458,750 shares, have been subscribed for or otherwise sold. If all shares have not been subscribed for or sold within 45 days after the subscription expiration date, unless this period is extended with the consent of the Office of Thrift Supervision, all funds delivered to us pursuant to the subscription offering will be returned promptly to the subscribers with interest and all withdrawal authorizations will be canceled. If an extension beyond the 45-day period following the subscription expiration date is granted, we will notify subscribers of the extension of time and of any rights of subscribers to modify or rescind their subscriptions.

Direct Community Offering

To the extent that shares remain available for purchase after satisfaction of all subscriptions of Eligible Account Holders, the Tax-Qualified Employee Plans, Supplemental Eligible Account Holders and Other Members, we anticipate we will offer shares pursuant to the plan of reorganization to members of the general public who receive a prospectus, with a preference given to natural persons residing in Collin, Dallas, Denton, Grayson, Rockwall and Tarrant counties in Texas. These natural persons are referred to as preferred subscribers. Persons, together with an associate or group of persons acting in concert with such persons, may not subscribe for or purchase more than $400,000 of common stock in the direct community offering, if any. We may limit total subscriptions in the direct community offering so as to assure that the number of shares available for the public offering may be up to a specified percentage of the number of shares of common stock. Finally, we may reserve shares offered in the direct community offering for sales to institutional investors. The opportunity to subscribe for shares of common stock in any direct community offering will be subject to our right, in our sole discretion, to accept or reject any such orders in whole or in part from any person either at the time of receipt of an order or as soon as practicable following the subscription expiration date. The direct community offering, if any, shall commence concurrently with, during or promptly after the subscription offering and shall not be for more than 45 days after the end of the subscription offering.

In the event of an oversubscription for shares in the direct community offering, shares may be allocated, to the extent shares remain available, first to each preferred subscriber whose order is accepted by us. Thereafter, shares may be allocated to cover the orders of any other person subscribing for shares in the direct community offering so that each such person subscribing for shares may receive 1,000 shares, if available, and thereafter on a pro rata basis to such person based on the amount of their respective subscriptions.

Public Offering

As a final step in the offering, the plan of reorganization and stock issuance provides that, if feasible, all shares of common stock not purchased in the subscription offering and direct community offering may be offered for sale to selected members of the general public in a public offering through our marketing agent, Keefe, Bruyette and Woods. We call this the public offering. It is expected that a public offering, if any, would commence as soon as practicable after termination of the subscription offering and the direct community offering. We, in our sole discretion, have the right to reject orders in whole or in part received in the public offering. Neither Keefe, Bruyette & Woods nor any registered broker-dealer shall have any obligation to take or purchase any shares of common stock in the public offering; however, Keefe, Bruyette & Woods has agreed to use its best efforts in the sale of shares in the public offering.

The price at which common stock is sold in the public offering will be the same price at which shares are offered and sold in the subscription offering and direct community offering. Subject to the overall purchase limitations, no person by himself or herself may purchase more than $400,000 or 40,000 shares of common stock in the public offering. See "- Limitations on Stock Purchases."

Keefe, Bruyette & Woods may enter into agreements with broker-dealers to assist in the sale of the shares in the public offering, although no such agreements exist as of the date of this prospectus. No orders may be placed or filled by or for a selected dealer during the subscription offering. After the close of the subscription offering, Keefe, Bruyette & Woods will instruct selected dealers as to the number of shares to be allocated to each selected dealer. Only after the close of the subscription offering and upon allocation of shares to selected dealers may selected dealers take orders from their customers. During the subscription offering and direct community offering, selected dealers only may solicit indications of interest from their customers to place orders with us as of a certain order date for the purchase of shares of ViewPoint Financial Group common stock. When, and if, Keefe, Bruyette & Woods and we believe that enough indications of interest and orders have not been received in the subscription offering and direct community offering to consummate the reorganization, Keefe, Bruyette & Woods will request, as of the order date, selected dealers to submit orders to purchase shares for which they have previously received indications of interest from their customers. Selected dealers will send confirmations of the orders to such customers on the next business day after the order date. Selected dealers will debit the accounts of their customers on the settlement date, which date will be three business days from the order date. Customers who authorize selected dealers to debit their brokerage accounts are required to have the funds for payment in their account on but not before the settlement date. On the settlement date, selected dealers will deposit funds to the account established at ViewPoint Bank for each selected dealer. Each customer's funds forwarded to one of these accounts, along with all other accounts hel d in the same title, will be insured by the FDIC up to $100,000 in accordance with applicable regulations. After payment has been received by us from selected dealers, funds will earn interest at ViewPoint Bank's statement savings rate until the completion or termination of the offering. Funds will be promptly returned, with interest, in the event the offering is not completed as described above.

The public offering will be completed within 45 days after the termination of the subscription offering, unless extended by us with the approval of the Office of Thrift Supervision. See "- How We Determined Our Price and the Number of Shares to be Issued in the Stock Offering" above for a discussion of rights of subscribers, if any, in the event an extension is granted.

Persons Who are Not Permitted to Participate in the Stock Offering

We will make reasonable efforts to comply with the securities laws of all states in the United States in which persons entitled to subscribe for stock pursuant to the plan of reorganization and stock issuance reside. We are not required, however, to offer stock in the subscription offering to any person who resides in a foreign country or resides in a state of the United States with respect to which:

the number of persons otherwise eligible to subscribe for shares under the plan of reorganization and stock issuance who reside in such jurisdiction is small; or

the granting of subscription rights or the offer or sale of shares of common stock to such persons would require us or any of our officers, directors or employees, under the laws of such jurisdiction, to register as a broker, dealer, salesman or selling agent or to register or otherwise qualify ViewPoint Financial Group securities for sale in such jurisdiction or to qualify as a foreign corporation or file a consent to service of process in such jurisdiction; or
such registration, qualification or filing in our judgment would be impracticable or unduly burdensome for reasons of cost or otherwise.

Where the number of persons eligible to subscribe for shares in one state is small, we will base our decision as to whether or not to offer the common stock in that state on a number of factors, including but not limited to the size of accounts held by account holders in the state, the cost of registering or qualifying the shares, or the need for us, or our officers, directors or employees to register as brokers, dealers or salesmen.

Limitations on Stock Purchases

The stock plan includes the following limitations on the number of shares of ViewPoint Financial Group common stock that may be purchased in the offering:

	(1)	No fewer than 25 shares of common stock may be purchased, to the extent shares are available;
	(2)	Each Eligible Account Holder may subscribe for and purchase in the subscription offering up to the greater of:

$400,000 or 40,000 shares of common stock;
one-tenth of one percent of the total offering of shares of common stock; or
15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of common stock to be issued by a fraction, of which the numerator is the amount of the qualifying deposit of the Eligible Account Holder and the denominator is the total amount of qualifying deposits of all Eligible Account Holders in ViewPoint Bank in each case as of the close of business on the Eligibility Record Date, subject to the overall limitation in clause (7) below;

	(3)	The Tax-Qualified Employee Plans, including an employee stock ownership plan, may purchase in the aggregate up to 10% of the shares of common stock issued in the offering, and including any additional shares issued in the event of an increase in the estimated offering range;
	(4)	Each Supplemental Eligible Account Holder may subscribe for and purchase in the subscription offering up to the greater of:

$400,000 or 40,000 shares of common stock;
one-tenth of one percent of the total offering of shares of common stock; or

15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of common stock to be issued by a fraction, of which the numerator is the amount of the qualifying deposit of the Supplemental Eligible Account Holder and the denominator is the total amount of qualifying deposits of all Supplemental Eligible Account Holders in ViewPoint Bank in each case as of the close of business on the Supplemental Eligibility Record Date, subject to the overall limitation in clause (7) below;

	(5)	Each Other Member may subscribe for and purchase in the subscription offering up to the greater of $400,000 or 40,000 shares of common stock or one-tenth of one percent of the total offering of shares of common stock, subject to overall limits in clause (7) below;
	(6)	Persons purchasing shares of common stock in the direct community offering or public offering may purchase up to $400,000 or 40,000 shares of common stock in each of the direct community offering or public offering, subject to the overall limitation in clause (7) below;

	(7)	Except for the Tax-Qualified Employee Plans, and the Eligible Account Holders and Supplemental Eligible Account Holders whose subscription rights are based upon the amount of their deposits, the maximum number of shares of ViewPoint Financial Group common stock subscribed for or purchased in all categories of the offerings by any person, together with associates of and groups of persons acting in concert with such persons, shall not exceed $700,000 or 70,000 shares of common stock; and
	(8)	No more than 25% of the total number of shares offered for sale in the offering may be purchased by directors and officers of ViewPoint Financial Group and ViewPoint Bank and their associates in the aggregate, excluding purchases by the Tax-Qualified Employee Plans.

Depending on the amount of shares subscribed for in this offering, and based upon market and financial conditions, we may increase or decrease these purchase limits, subject to regulatory approval, if required.

Subject to any required regulatory approval and the requirements of applicable laws and regulations, our board of directors may, in its sole discretion, increase the individual amount permitted to be subscribed for to a maximum of 9.99% of the number of shares sold in the offering, provided that orders for shares exceeding 5% of the shares being offered in the offering shall not exceed, in the aggregate, 10% of the shares being offered in the offering. Requests to purchase additional shares of common stock will be allocated by our board of directors on a pro rata basis giving priority in accordance with the preference categories set forth in this prospectus.

The term "associate" when used to indicate a relationship with any person means:

any corporation or organization (other than ViewPoint Financial Group, ViewPoint Bank and ViewPoint MHC or a majority-owned subsidiary of any of them) of which the person is a director, officer or partner or is directly or indirectly the beneficial owner of 10% or more of any class of equity securities;
any trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity;

any relative or spouse of the person, or any relative of the spouse, who has the same home as the person or who is a director or officer of ViewPoint Financial Group, ViewPoint Bank or ViewPoint MHC or a subsidiary or affiliate of any of them; and
any person acting in concert with any of the persons or entities specified above;

provided, however, that any employee plans (whether tax-qualified or not) shall not be deemed to be an associate of any director or officer of ViewPoint Financial Group, ViewPoint Bank or ViewPoint MHC, to the extent provided in the plan of reorganization and stock issuance. When used to refer to a person other than an officer or director of ViewPoint Financial Group, ViewPoint Bank or ViewPoint MHC, our board of directors, or officers delegated by our board of directors, in their sole discretion may determine the persons that are associates of other persons.

The term "acting in concert" is defined to mean knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement, or a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A person or company that acts in concert with another person or company also shall be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that the Tax-Qualified Employee Plans will not be deemed to be acting in concert with their trustees or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by each plan will be aggregated. The determination of whether a group is acting in concert shall be made solely by our board of directors, or officers delegated by our board of directors, and may be based on any evidence upon which such board or delegatee chooses to rely.

Plan of Distribution and Marketing Arrangements

We have retained Keefe, Bruyette & Woods to consult with and to advise and assist us, on a best efforts basis, in the distribution of our common stock in this offering. The services that Keefe, Bruyette & Woods will provide include, but are not limited to:

training our employees who will perform certain ministerial functions in the subscription offering and direct community offering regarding the mechanics and regulatory requirements of the stock offering process;
managing the stock information center by assisting interested stock subscribers and by keeping records of all stock orders; and
preparing marketing materials.

For its services, Keefe, Bruyette & Woods will receive a management fee of $50,000 and a success fee of 1.0% of the aggregate purchase price, less any shares of common stock sold to our directors, officers, and employees and the Tax-Qualified Employee Plans. The success fee paid to Keefe, Bruyette & Woods will be reduced by the amount of the management fee. In the event that selected dealers are used to assist in the sale of our common stock in the direct community offering, these dealers will be paid a fee of up to 5.5% of the total purchase price of the shares sold by such dealers. We have agreed to indemnify Keefe, Bruyette & Woods against certain claims or liabilities, including certain liabilities under the Securities Act of 1933, as amended, and will contribute to payments Keefe, Bruyette & Woods may be required to make in connection with any such claims or liabilities. In addition, Keefe, Bruyette & Woods will be reimbu rsed for the fees of its legal counsel in an amount not to exceed $45,000 and other reasonable out-of-pocket expenses not to exceed $50,000.

Sales of shares of our common stock will be made by registered representatives affiliated with Keefe, Bruyette & Woods, or by the broker-dealers managed by Keefe, Bruyette & Woods. Keefe, Bruyette & Woods has undertaken that our common stock will be sold in a manner that will ensure that the distribution standards of The NASDAQ National Market will be met. A stock information center will be established at ViewPoint Bank's administrative office located at 1201 W. 15^th Street, Plano, Texas 75075. We will rely on Rule 3a4-1 of the Securities Exchange Act of 1934 and sales of our common stock will be conducted within the requirements of this rule, so as to permit officers, directors and employees to participate in the sale of our common stock in those states where the law permits. No officer, director or employee of ours will be compensated directly or indirectly by the payment of commissions or other remuneration in connection with his or her participation in the sale of common stock.

Procedure for Purchasing Shares in the Subscription Offering

To ensure that each purchaser receives a prospectus at least 48 hours before the subscription expiration date (unless extended) in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, no prospectus will be mailed any later than five days prior to such date or hand delivered any later than two days prior to such date. Execution of the order form will confirm receipt or delivery in accordance with Rule 15c2-8. Order forms only will be distributed with a prospectus.

To purchase shares in the subscription offering, an executed order form with the required payment for each share subscribed for, or with appropriate authorization for withdrawal from a deposit account at ViewPoint Bank, which may be given by completing the appropriate blanks in the order form, must be received by us by 12:00 noon, Plano, Texas time, on the subscription expiration date, unless extended. In addition, we will require a prospective purchaser to execute a certification in the form required by applicable Office of Thrift Supervision regulations in connection with any sale of common stock. Order forms that are not received by this time or are executed defectively or are received without full payment, or appropriate withdrawal instructions, are not required to be accepted. In addition, we will not accept orders submitted on photocopied or facsimiled order forms nor order forms on which the certification is not executed. We have the right to waive or permit the correction of incomplete or improperly executed forms, but do not represent that we will do so. Once received, an executed order form may not be modified, amended or rescinded without our consent unless the offering has not been completed within 45 days after the end of the subscription offering, or this period has been extended.

In order to ensure that Eligible Account Holders, Tax-Qualified Employee Plans, Supplemental Eligible Account Holders and Other Members are properly identified as to their stock purchase priority, depositors as of the close of business on the Eligibility Record Date, December 31, 2004, the Supplemental Eligibility Record Date, March 31, 2006 or the Other Member Record Date, _______ __, 2006, must list all accounts on the stock order form giving all names in each account and the account numbers. Failure to list all of your accounts may result in fewer shares being allocated to you than if all of your accounts had been disclosed.

Payment for subscriptions may be made:

by check or money order to ViewPoint Financial Group;
by authorization of withdrawal from deposit accounts maintained with ViewPoint Bank (including a certificate of deposit); or

in cash, if delivered in person at any full-service banking office of ViewPoint Bank, although we request that you exchange cash for a check with any of our tellers.

No wire transfers will be accepted. Interest will be paid on payments made by cash, check or money order at our then-current statement savings rate from the date payment is received until completion of the offering. If payment is made by authorization of withdrawal from deposit accounts, the funds authorized to be withdrawn from a deposit account will continue to accrue interest at the contractual rate, but may not be used by the subscriber until all of ViewPoint Financial Group common stock being offered has been sold or the plan of reorganization and stock issuance is terminated, whichever is earlier.

If a subscriber authorizes us to withdraw the amount of the purchase price from his or her deposit account at ViewPoint Bank, we will do so as of the consummation date of the offering. ViewPoint Bank will waive any applicable penalties for early withdrawal from certificate accounts.

In the event of an unfilled amount of any subscription order, we will make an appropriate refund or cancel an appropriate portion of the related withdrawal authorization, after completion of the offering. If for any reason the offering is not consummated, purchasers will have refunded to them all payments made, with interest, and all withdrawal authorizations will be canceled in the case of subscription payments authorized from accounts at ViewPoint Bank.

If any employee plans (whether tax-qualified or not) subscribe for shares during the subscription offering, these plans will not be required to pay for the shares subscribed for at the time they subscribe, but, rather, they may pay for shares of common stock subscribed for at the purchase price upon completion of the subscription offering and direct community offering, if all shares are sold, or upon completion of the public offering if shares remain to be sold in such offering. In the event that, after the completion of the subscription offering, the amount of shares to be issued is increased above the maximum of the estimated valuation range included in this prospectus, the Tax-Qualified Employee Plans and non-tax-qualified employee plans will be entitled to increase their subscriptions by a percentage equal to the percentage increase in the amount of shares to be issued above the maximum of the estimated valuation range, prov ided that such subscription will continue to be subject to applicable purchase limits and stock allocation procedures.

Owners of self-directed IRAs may use the assets of such IRAs to purchase shares of ViewPoint Financial Group common stock in the subscription offering and direct community offering. ERISA provisions and IRS regulations require that officers, directors and 10% stockholders who use self-directed IRA funds to purchase shares of common stock in the offerings make such purchases for the exclusive benefit of the IRAs. IRAs maintained at ViewPoint Bank are not self-directed IRAs and any interested parties wishing to use these IRA funds for stock purchases may do so, but they must first have their accounts transferred to a self-directed IRA account with an unaffiliated trustee. The transfer of funds to a new trustee takes time, so please make arrangements as soon as possible.

The records of ViewPoint Bank will be deemed to control with respect to all matters related to the existence of subscription rights and/or one's ability to purchase shares of common stock in the subscription offering.

Restrictions on Transfer of Subscription Rights and Shares

Pursuant to the rules and regulations of the Office of Thrift Supervision, no person with subscription rights may transfer or enter into any agreement or understanding to transfer the legal or beneficial ownership of the subscription rights issued under the plan of reorganization and stock issuance or the shares of common stock to be issued upon their exercise. Such rights may be exercised only by the person to whom they are granted and only for such person's account. Each person exercising such subscription rights will be required to certify that the person is purchasing shares solely for the person's own account and that such person has no agreement or understanding regarding the sale or transfer of such shares. Federal regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase such subscription rights or shares of common stock prior to the completion of the offering.

We will refer to the Office of Thrift Supervision any situations that we believe may involve a transfer of subscription rights. We will pursue any and all legal and equitable remedies in the event that we become aware of the transfer of subscription rights and will not honor orders that we believe involve the transfer of such rights.

Delivery of Certificates

Certificates representing common stock issued in the offering will be mailed by ViewPoint Financial Group's transfer agent to the persons entitled thereto at the addresses of such persons appearing on the stock order form as soon as practicable following completion of the offering. Any certificates returned as undeliverable will be held by ViewPoint Financial Group until claimed by persons legally entitled to them or otherwise disposed of in accordance with applicable law. Until certificates for common stock are available and delivered to subscribers, they may not be able to sell the shares of common stock for which they have subscribed, even though trading of the common stock may have commenced.

Required Approvals

Various approvals of the Office of Thrift Supervision are required in order to consummate the reorganization. The Office of Thrift Supervision has approved the plan of reorganization and stock issuance, subject to approval by our members and other standard conditions. ViewPoint Financial Group's holding company application has also been approved.

Judicial Review

Any person hurt by a final action of the Office of Thrift Supervision, which approves, with or without conditions, or disapproves a plan of reorganization, may obtain review of this action by filing in the court of appeals of the United States for the circuit in which the principal office or residence of the person is located, or in the United States Court of Appeals for the District of Columbia, a written petition asking that the final action of the Office of Thrift Supervision be modified, terminated or set aside. This petition must be filed within 30 days after the publication of notice of final action in the Federal Register, or 30 days after the mailing by the applicant of the notice to members as provided for in 12 C.F.R. §563b.235, whichever is later. The further procedure for review is as follows: A copy of the petition is promptly transmitted to the Office of Thrift Supervision by the cle rk of the court and then the Office of Thrift Supervision files in the court the record in the proceeding, as provided in Section 2112 of Title 28 of the United States Code. Upon the filing of the petition, the court has jurisdiction, which upon the filing of the record is exclusive, to affirm, modify, terminate, or set aside in whole or in part, the final action of the Office of Thrift Supervision. Review of these proceedings is as provided in Chapter 7 of Title 5 of the United States Code. The judgment and decree of the court is final, except that they are subject to review by the Supreme Court upon certiorari as provided in Section 1254 of Title 28 of the United States Code.

Restrictions on Purchase or Transfer of Shares After the Corporate Change

All shares of common stock purchased in connection with the reorganization by a director or an executive officer of ViewPoint Financial Group or ViewPoint Bank will be subject to a restriction that the shares not be sold for a period of one year following the reorganization except in the event of the death of the director or officer or pursuant to a merger or similar transaction approved by the Office of Thrift Supervision. Each certificate for restricted shares will bear a legend giving notice of this restriction on transfer, and instructions will be issued to the effect that any transfer within such time period of any certificate or record ownership of the shares other than as provided above is a violation of the restriction. Any shares of common stock issued at a later date within this one year period as a stock dividend, stock split or otherwise with respect to the restricted stock will be subject to the same restrictions.

Purchases of ViewPoint Financial Group common stock by our directors, executive officers and their associates during the three-year period following completion of the reorganization may be made only through a broker or dealer registered with the SEC, except with the prior written approval of the Office of Thrift Supervision. This restriction does not apply, however, to negotiated transactions involving more than 1% of ViewPoint Financial Group's outstanding common stock or to certain purchases of stock pursuant to an employee stock benefit plan.

Pursuant to Office of Thrift Supervision regulations, ViewPoint Financial Group may not, for a period of one year following completion of this offering, repurchase shares of the common stock except on a pro rata basis, pursuant to an offer approved by the Office of Thrift Supervision and made to all stockholders, or through open market purchases of up to five percent of the outstanding stock where extraordinary circumstances exist.

PROPOSED PURCHASES BY MANAGEMENT

The following table sets forth, for each of our directors and executive officers and for all of the directors and executive officers as a group, their proposed purchases of common stock in the offering, assuming sufficient shares are available to satisfy their subscriptions. The amounts include shares that may be purchased through IRAs and by associates.

			At the Minimum of the Estimated Offering Range		At the Maximum of the Estimated Offering Range
Name	Amount	Number of Shares	As a Percent of Shares Offered		As a Percent of Shares Offered
Directors:
Garold R. Base	$300,000	30,000	0.40	%	0.30	%
Gary D. Basham	250,000	25,000	0.34		0.25
Jack D. Ersman	250,000	25,000	0.34		0.25
James B. McCarley	275,000	27,500	0.37		0.27
Karen H. O'Shea	200,000	20,000	0.27		0.20
V. Keith Sockwell	160,000	16,000	0.21		0.16
Rosario (Rosie) G. Vela	100,000	10,000	0.13		0.10
Kenneth R. Yarbrough	200,000	20,000	0.27		0.20

Named Executive Officers who are not also directors:
Mark E. Hord	50,000	5,000	0.07		0.05
Patti E. McKee	50,000	5,000	0.07		0.05
Patrick J. Ramsier	20,000	2,000	0.03		0.02
Donna K. Neal	15,000	1,500	0.02		0.01

Other executive officers (2 individuals)	130,000	13,000	0.17		0.13
All directors and executive officers as a group (14 persons)	$2,000,000	200,000	2.69	%	1.99	%

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

General

On January 1, 2006, ViewPoint Bank converted its charter from a state-chartered credit union to a federally chartered savings bank. On that date the name was changed from Community Credit Union to ViewPoint Bank, and we became a taxable organization.

Our principal business has historically consisted of attracting deposits from the general public and the business community and making loans secured by various types of collateral, including real estate, automobiles and general business assets. ViewPoint Bank is significantly affected by prevailing economic conditions as well as government policies and regulations concerning, among other things, monetary and fiscal affairs, housing and financial institutions. Deposit flows are influenced by a number of factors, including interest rates paid on competing investments, account maturities, fee structures, and level of personal income and savings. Lending activities are influenced by the demand for funds, the number and quality of lenders, and regional economic cycles. Sources of funds for lending activities of ViewPoint Bank include deposits, borrowings, payments on loans, maturities of securities and income provided from operations . ViewPoint Bank's earnings are primarily dependent upon our net interest income, the difference between interest income and interest expense.

Interest income is a function of the balances of loans and investments outstanding during a given period and the yield earned on these loans and investments. Interest expense is a function of the amount of deposits and borrowings outstanding during the same period and interest rates paid on these deposits and borrowings. ViewPoint Bank's earnings are also affected by our provision for loan losses, service charges and fees, gains from sales of loans, commission income, other income, operating expenses and income taxes.

In connection with the audit of our 2003, 2004 and 2005 financial statements, our independent auditing firm issued a letter to our audit committee identifying four material weaknesses in our internal control over financial reporting. These weaknesses related to (i) our classification of collateral-in-process loans as foreclosed assets and charging off the difference between the carrying value of the loan and the estimated value of the foreclosed asset, (ii) the need to update our historical charge-off experience to reflect current conditions in connection with our allowance for loan loss estimates, (iii) our timing for recording charge-offs against the allowance for loan losses, and (iv) our system for providing access to our FedLine controls. We have addressed the weaknesses identified in (i), (ii) and (iii) above, by having made adjustments to our allowance for loan loss calculations and the timing of our charge-offs in connection with the 2005 audit, and are in the process of instituting monitoring systems to ensure that all FedLine wire controls and access are appropriately limited. We believe that the steps we have taken adequately address the material weaknesses identified by our independent registered public accountants. The effectiveness of the steps we have taken and are in the process of taking to correct the material weaknesses in our internal controls over financial reporting is subject to continued management review and supported by confirmation and testing as well as audit committee oversight.

Critical Accounting Policies

Certain of our accounting policies are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses, accounting for mortgage servicing rights and accounting for deferred income taxes. Our accounting policies are discussed in detail in Note 1 of the Notes to Consolidated Financial Statements.

Allowance for Loan Loss.We believe that the allowance for loan losses and related provision expense are particularly susceptible to change in the near term, as a result of changes in our credit quality, which are evidenced by charge-offs and nonperforming loan trends. Our loan mix is also changing as we increase our emphasis on real estate and commercial business lending. Generally, one- to four-family residential real estate lending has a lower credit risk profile compared to consumer lending such as automobile loans. Commercial real estate and business lending, however, has a higher credit risk profile due to these loans being larger in amount and non-homogenous. In addition, due to changes in the bankruptcy laws during the fourth quarter of 2005, ViewPoint Bank has experienced an increase in bankruptcy filings. The increase in filings impacted the allowance for loan loss and provision expense for 2005, an d may continue to do so in 2006, as these cases work their way through the court process. Changes in economic conditions, the mix and size of the loan portfolio and individual borrower conditions can dramatically impact our level of allowance for loan losses in relatively short periods of time. Management believes that the allowance for loan losses is maintained at a level that represents our best estimate of probable losses in the loan portfolio. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. These agencies may require us to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination.

Management evaluates current information and events regarding a borrower's ability to repay its obligations and considers a loan to be impaired when the ultimate collectibility of amounts due, according the contractual terms of the loan agreement, is in doubt. If the loan is collateral-dependent, the fair value of the collateral is used to determine the amount of impairment. Impairment losses are included in the allowance for loan losses through a charge to the provision for loan losses.

Subsequent recoveries are credited to the allowance for loan losses. Cash receipts for accruing loans are applied to principal and interest under the contractual terms of the loan agreement. Cash receipts on impaired loans for which the accrual of interest has been discontinued are applied first to principal and then to interest income.

Mortgage Servicing Rights.We record mortgage servicing rights on loans sold with servicing retained. ViewPoint Bank stratifies its mortgage servicing rights that are capitalized based on one or more of the predominant risk characteristics of the underlying loans. Impairment is recognized through a valuation allowance for each impaired stratum. ViewPoint Bank assesses the carrying value of its mortgage servicing rights periodically in order to determine if its rights are impaired. Any impairment would be required to be recorded during the period identified. ViewPoint Bank's mortgage servicing rights totaled $2.0 million as of March 31, 2006. If our mortgage servicing rights were determined to be impaired, our financial results could be impacted.

Deferred Income Taxes.After converting to a federally chartered savings association, effective January 1, 2006, ViewPoint Bank became a taxable organization. The Internal Revenue Code and applicable regulations are subject to interpretation with respect to the determination of the tax basis of assets and liabilities for credit unions that convert charters and become a taxable organization. Since our transition to a federally chartered thrift, ViewPoint Bank has recorded income tax expense based upon management's interpretation of the applicable tax regulations. On January 1, 2006, a net deferred tax asset of $6.6 million was established as a result of timing differences for certain items, including depreciation of premises and equipment, bad debt deductions, and mortgage servicing rights. Positions taken by ViewPoint Bank in preparing our federal and state tax returns are subject to t he review of taxing authorities, and the review of the positions we have taken by taxing authorities could result in a material adjustment to our financial statements.

Business Strategy

Historically, we were a Texas-chartered, community credit union. We concentrated our lending efforts on the origination of direct and indirect automobile lending and other general consumer lending. In recent years, we have expanded our one- to four-family and commercial real estate mortgage lending and commercial business lending while de-emphasizing our indirect automobile lending. We recently converted to a federal mutual savings bank, and adopted a plan of reorganization and stock issuance, primarily to increase our capital to support our expanded lending strategy.

Our primary objective is to remain an independent, community oriented financial institution serving customers in our primary market area. Our board of directors has sought to accomplish this objective through the adoption of a strategy designed to maintain profitability, a strong capital position and high asset quality. This strategy primarily involves:

controlling operating expenses while continuing to provide quality personal service to our customers;
growing and diversifying our loan portfolio by emphasizing the origination of one- to four-family residential mortgage loans, commercial real estate loans and secured business loans, and de-emphasizing indirect automobile lending, which will also allow us to meet our qualified thrift lending requirements;
selectively emphasizing products and services to provide diversification of revenue sources and to capture our customer's full relationship. We intend to continue to expand our business by cross selling our loan and deposit products and services to our customers;
expanding our banking network by opening loan production offices and de novo branches, and by selectively acquiring branch offices and other financial institutions;
enhancing our focus on core deposits, including savings and checking accounts;
borrowing from the Federal Home Loan Bank of Dallas for interest rate risk management purposes; and
maintaining a high level of asset quality.

Comparison of Financial Condition at March 31, 2006 and December 31, 2005

General. Total assets increased by $66.5 million, or 4.7%, to $1.49 billion at March 31, 2006 from $1.43 billion at December 31, 2005. The increase was primarily a result of an increase in cash and cash equivalents of $65.4 million and securities of $28.3 million, which was partially offset by a decrease in the loan portfolio of $30.9 million, as further discussed below. The increase in total assets was funded by an increase in customer deposits of $59.8 million.

Loans. Our loan portfolio decreased $30.9 million, or 2.9%, from $1.07 billion at December 31, 2005 to $1.04 billion at March 31, 2006. This continued decline in the portfolio is attributable to our lending strategy to diversify the loan portfolio. We continue to emphasize the origination of residential mortgage loans and decrease originations of consumer loans, particularly indirect automobile loans. In addition, we are focused on commercial lending, primarily commercial real estate lending. Originations in real estate and commercial lending are anticipated to be less than that of our past production of automobile loans. The excess funds will be invested into securities until these funds can be redeployed into loans. The consumer loan portfolio, including automobile loans, declined $53.5 million, or 8.7%, while the real estate and commercial business loan increased a combined $22.8 million, or 4.9%.

Allowance for Loan Losses. The allowance for loan losses is maintained to cover losses that are probable and can be estimated on the date of the evaluation in accordance with U.S. generally accepted accounting principles. It is our estimate of probable incurred credit losses in our loan portfolio.

Our allowance for loan losses at March 31, 2006 was $7.3 million, or 0.69% of loans, compared to $7.7 million, or 0.71% of loans, at December 31, 2005. The decline in the allowance for loan losses was due primarily to charge-offs of non-performing loans and a smaller provision for loan losses resulting from a reduction in our consumer loan portfolio, specifically indirect automobile loans, during the quarter. Nonperforming loans declined from $4.6 million at December 31, 2005 to $3.0 million at March 31, 2006. Our overall nonperforming loans to total loans ratio decreased from 0.43% at December 31, 2005 to 0.29% at March 31, 2006. Non-performing indirect automobile loans declined 53.8% from $1.1 million at December 31, 2005 to $501,000 at March 31, 2006.

Securities. The securities portfolio increased $28.3 million, or 19.6% to $172.1 million at March 31, 2006 from $143.8 million at December 31, 2005. As the consumer loan portfolio declines, the available funds are being reinvested into securities, at least until new loan originations are available. During the March 31, 2006 quarter, we purchased $40.7 million of securities with a weighted average yield of 5.26%, increasing the yield on earning assets from 4.74% to 4.99%. For liquidity management purposes, these purchases were designated as available for sale.

Deposits. Total deposits increased by $59.8 million, or 4.7%, to $1.32 billion at March 31, 2006 from $1.26 billion at December 31, 2005. Time deposits increased $21.8 million, demand deposits increased $17.5 million and savings and money market accounts increased $20.6 million during the quarter. The increase in deposits was attributable to new product development, accounting for $13.0 million of the growth, while the remaining $46.8 million of growth resulted from depositors increasing balances in anticipation of our stock offering and a timing issue as the quarter ended on a Friday, which inflated deposit growth in demand deposit accounts due to large payroll deposits.

Borrowings. Federal Home Loan Bank advances decreased $97,000, or 0.20%, to $47.6 million at March 31, 2006 from $47.7 million at December 31, 2005.

Equity. Total equity increased $6.4 million, or 6.3%, to $107.5 million at March 31, 2006 from $101.2 million at December 312, 2005. The increase in equity was primarily due to recognition of a tax benefit of $6.1 million and income before income tax expense of $425,000, partially offset by an increase in accumulated other comprehensive loss.

Comparison of Financial Condition at December 31, 2005 and December 31, 2004

General. Total assets increased by $28.0 million, or 2.0%, to $1.43 billion at December 31, 2005 from $1.40 billion at December 31, 2004. The increase was primarily a result of an increase in securities of $54.2 million, partially offset by a decrease in the loan portfolio of $13.3 million, as further discussed below. The increase in total assets was funded by an increase in customer deposits of $32.6 million during 2005.

Loans. Our loan portfolio decreased $13.3 million, or 1.2%, from $1.09 billion to $1.07 billion from December 31, 2004 to December 31, 2005. This decrease was primarily attributable to our lending strategy to diversify the loan portfolio. We are currently emphasizing the origination of residential mortgage loans and decreasing originations of consumer loans, particularly indirect automobile loans. In addition, we are focused on commercial lending, primarily commercial real estate lending. We have been successful over the past few years in diversifying our loan portfolio. We historically maintained a high concentration of automobile loans in our portfolio. Over the past few years, the margins on automobile loans have decreased significantly due to low market rates of interest and heavy competition, resulting in thin margins on these loans. In addition, indirect automobile relationships have become increasingly more expensive to generate and maintain due to dealer incentives, fees and other charges. In 2004, we began to diversify the loan portfolio away from our previous reliance on automobile lending and towards business and real estate lending. Our previous credit union charter limited our lending ability in these products. With our recent conversion to a savings bank and the increased capital resulting from this offering, we anticipate expanding our mortgage and business lending. See "Business of ViewPoint Bank -- Lending Activities" for a presentation of our loan portfolio composition.

Allowance for Loan Losses. The allowance for loan losses is maintained to cover losses that are probable and can be estimated on the date of the evaluation in accordance with U.S. generally accepted accounting principles. It is our estimate of probable incurred credit losses in our loan portfolio.

Our methodology for analyzing the allowance for loan losses consists of specific and general components. We stratify the loan portfolio into homogeneous groups of loans that possess similar loss-potential characteristics and apply an appropriate loss ratio to the homogeneous pools of loans to estimate the incurred losses in the loan portfolio. The amount of loan losses incurred in our consumer portfolio is estimated by using historical loss ratios for major loan collateral types adjusted for current factors. We use historical peer group averages for commercial loans, due to the less-seasoned nature of this portion of our loan portfolio. The historical loss experience is generally defined as an average percentage of net loan losses to loans outstanding. A separate valuation of known losses for individual classified large-balance, non-homogeneous loans is also conducted in accordance with Statement of Financial Accounting Sta ndards ("SFAS") No. 114. The allowance for loan losses on individually analyzed loans includes commercial business loans and one- to four-family and commercial real estate loans, where management has concerns about the borrower's ability to repay. Loss estimates include the difference between the current fair value of the collateral and the loan amount due.

Our allowance for loan losses at December 31, 2005 was $7.7 million or 0.71% of loans, compared to $8.4 million or 0.77% of loans at December 31, 2004. The decline in the allowance for loan losses was due primarily to the improvement in asset quality. Nonperforming loans totaled approximately $4.6 million and $7.5 million at December 31, 2005 and 2004. The decline in nonperforming loans was primarily due to the reduction in indirect automobile lending and improved underwriting standards. Additional factors included improved market conditions as discussed below.

Our loan quality has improved over the past two years. We saw an increase in net charge offs and delinquencies during 2001 and continuing through 2003 as a result of the economic downturn associated with the terrorist events and technology company failures. Since that time, changes in underwriting guidelines and portfolio diversification, as well as improved economic conditions, has improved our overall delinquent loans to total loans ratio from a high of 0.79% at December 31, 2003 to 0.39% as of December 31, 2005. As we increase the number of our larger average balance real estate and commercial business loans, it is anticipated that increases in delinquencies and net charge offs could occur.

Securities. For liquidity management purposes, we have begun to designate a higher percentage of the securities we purchase as available for sale. As a result, securities available for sale increased $75.6 million, or 288.5%, to $101.9 million at December 31, 2005 from $26.2 million at December 31, 2004.

Deposits. Total deposits increased by $32.6 million, or 2.7%, to $1.26 billion at December 31, 2005 from $1.23 billion at December 31, 2004. Time deposits increased $4.4 million, demand deposits increased $16.4 million and savings and money market accounts increased $11.9 million during 2005. The increase in deposits was a result of organic growth within the existing branch infrastructure and expanded business banking efforts.

Borrowings. Federal Home Loan Bank advances decreased $9.9 million, or 17.1%, to $47.7 million at December 31, 2005 from $57.5 million at December 31, 2004. We have established borrowing agreements with the Federal Home Loan Bank of Dallas that are secured by real estate loans. These Federal Home Loan Bank advances, which are non-callable, serve as an asset/liability management tool to match long-term real estate loans. We also use a Federal Home Loan Bank line of credit when cash flows tend to fluctuate. We were able to reduce our outstanding Federal Home Loan Bank advances due to our increase in deposits during 2005.

Equity. Total equity increased $1.8 million, or 1.8%, to $101.2 million at December 31, 2005 from $99.4 million at December 31, 2004. The increase in equity was primarily due to net income of $2.7 million, partially offset by a reduction in accumulated other comprehensive loss resulting from a decline in the fair value of our available for sale securities of $974,000, due to the increase in market rates of interest during 2005.

Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates. Also presented is the weighted average yield on interest-earning assets, rates paid on interest-bearing liabilities and the resultant spread at March 31, 2006. All average balances are monthly average balances. Non-accruing loans have been included in the table as loans carrying a zero yield. Management does not believe that the use of monthly average balances rather than daily average balances has caused any material difference in the information presented.

	At March 31, 2006		Three Months Ended March 31,										Year Ended December 31,
	At March 31, 2006		2006					2005					2005					2004					2003
	Yield/ Rate		Average Outstanding Balance		Interest Earned/ Paid	Yield/ Rate		Average Outstanding Balance		Interest Earned/ Paid	Yield/ Rate		Average Outstanding Balance		Interest Earned/ Paid	Yield/ Rate		Average Outstanding Balance		Interest Earned/ Paid	Yield/ Rate		Average Outstanding Balance		Interest Earned/ Paid	Yield/ Rate
	(Dollars in Thousands)
Interest-earning assets
Loans receivable⁽¹⁾	5.40	%	$1,054,939		$ 14,148	5.36	%	$1,093,160		$ 14,005	5.12	%	$1,090,906		$ 57,520	5.27	%	$1,053,740		$ 56,027	5.32	%	$ 940,802		$ 57,409	6.10	%
Mortgage-backed securities	3.11		24,179		263	4.35		---		---	---		2,512		78	3.11		---		---	0.00		---		---	0.00
Collateralized mortgage obligations	3.90		88,404		936	4.24		45,045		315	2.80		70,284		2,652	3.77		48,424		1,006	2.08		52,805		980	1.86
Investment securities	3.28		44,275		346	3.13		53,630		366	2.73		48,996		1,454	2.97		40,849		1,057	2.59		73,193		1,874	2.56
FHLB stock	0.10		3,700		42	4.54		4,491		32	2.85		4,435		160	3.61		4,337		80	1.84		3,291		73	2.22
Interest-earning deposit accounts	2.04		112,410		841	2.99		98,195		556	2.26		91,598		2,393	2.61		97,580		1,200	1.23		92,906		1,098	1.18
Other earnings assets	0.56		527		1	0.76		3,247		90	11.09		2,324		164	7.06		3,990		58	1.45		3,381		32	0.95
Total interest-earning assets	4.77		1,328,434		16,577	4.99		1,297,768		15,364	4.74		1,311,055		64,421	4.91		1,248,920		59,428	4.76		1,166,378		61,466	5.27
Noninterest-earning assets			107,133					107,658					107,068					98,148					109,525
Total assets			1,435,567					1,405,426					1,418,123					1,347,068					1,275,903
Interest-bearing liabilities
Interest-bearing demand	0.21		96,937		54	0.22		112,780		55	0.20		109,424		239	0.22		113,820		219	0.19		114,029		434	0.38
Savings and money market	2.22		753,605		4,328	2.30		772,636		3,251	1.68		775,906		14,792	1.91		745,513		11,396	1.53		726,968		13,528	1.86
Time	3.51		210,201		1,903	3.62		174,666		1,292	2.96		182,724		5,931	3.25		169,815		4,456	2.62		145,903		3,934	2.70
Borrowings	4.46		46,949		530	4.52		55,888		634	4.54		52,149		2,380	4.56		45,289		2,214	4.89		35,215		1,662	4.72
Total interest-bearing liabilities	2.37		1,107,692		6,815	2.46		1,115,970		5,232	1.88		1,120,203		23,342	2.08		1,074,437		18,285	1.70		1,022,115		19,558	1.91
Noninterest-bearing liabilities			218,374					185,085					197,614					177,577					168,090
Total liabilities			1,326,066					1,301,055					1,317,817					1,252,014					1,190,205
Total Capital			109,501					104,371					100,306					95,054					85,698
Total liabilities and capital			1,435,567					1,405,426					1,418,123					1,347,068					1,275,903
Net interest income					$ 9,762					$ 10,132					$ 41,079					$ 41,143					$ 41,908
Net interest rate spread	2.40	%				2.53	%				2.86	%				2.83	%				3.06	%				3.36	%
Net earnings assets			$1,328,434					$1,297,768					$1,311,055					$1,248,920					$1,166,378
Net interest margin						2.94	%				3.12	%				3.13	%				3.29	%				3.59	%
Average interest-earning assets to average interest-bearing liabilities			119.93	%				116.29	%				117.04	%				116.24	%				114.11	%

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(1) Calculated net of deferred fees, loan discounts, loans in process and loss reserves.

Viewpoint Financial Inactive S-1/AIPO registration (amended)