VIEWPOINT FINANCIAL GROUP (a federal stock corporation) _____ Shares (subject to increase to ______ shares) COMMON SHARES ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT , 2006ViewPoint Financial Group • April 18th, 2006 • New York
ViewPoint MHC, a federal mutual holding company (the "MHC"), ViewPoint Financial Group, a federal corporation (the "Company"), and ViewPoint Bank, a federally chartered savings bank located in Plano, Texas (the "Bank") (references to the "Bank" include the Bank in the mutual or stock form, as indicated by the context), with its deposit accounts insured by the Savings Association Insurance Fund ("SAIF") administered by the Federal Deposit Insurance Corporation ("FDIC"), hereby confirm their agreement with Keefe, Bruyette & Woods, Inc. (the "Agent") as follows:
ContractEmployment Agreement • April 18th, 2006 • ViewPoint Financial Group • Texas
EMPLOYMENT AGREEMENT entered into by and between ViewPoint Financial Group ("Company") and GAROLD ROBERT BASE ("Executive").
SEVERANCE AGREEMENTSeverance Agreement • April 18th, 2006 • ViewPoint Financial Group • Texas
THIS SEVERANCE AGREEMENT (the "Agreement") is made and entered into this _____ day of ___________ 200_ by and between ViewPoint Bank (the "Bank"), and _______________ (the "Employee").
IT IS AGREED:Employment Agreement • April 18th, 2006 • ViewPoint Financial Group • Texas
Feldman Financial Advisors, Inc.ViewPoint Financial Group • April 18th, 2006
This letter sets forth the agreement between ViewPoint Bank ("ViewPoint" or the "Company") and Feldman Financial Advisors, Inc. ("FFA"), whereby ViewPoint has engaged FFA to provide an independent appraisal of the estimated aggregate pro forma market value (the "Valuation") of the shares of common stock that are to be issued in conjunction with the Company's Minority Stock Offering. Pursuant to the Minority Stock Offering, ViewPoint will reorganize from a mutual savings bank to a mutual holding company structure and offer for sale a minority interest of its shares of common stock to eligible depositors of ViewPoint and to other qualifying investors.
