AMENDED AND RESTATED
 PLAN OF CONVERSION
 AND REORGANIZATION
 OF
 VIEWPOINT MHC




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TABLE OF CONTENTS
 PAGE1. INTRODUCTION
    
    
    12. DEFINITIONS
    
    
    13. PROCEDURES FOR CONVERSION
    
    
    64. HOLDING COMPANY APPLICATIONS AND APPROVALS
    
    
    85. SALE OF SUBSCRIPTION SHARES
    
    
    86. PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES
    
    
    87. RETENTION OF CONVERSION PROCEEDS BY THE HOLDING COMPANY
    
    
    98. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)
    
    
    99. SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)
    
    
    1010. SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY)
    
    
    1011. SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)
    
    
    1012. COMMUNITY OFFERING
    
    
    1113. SYNDICATED COMMUNITY OFFERING AND/OR FIRM COMMITMENT UNDERWRITTEN OFFERING
    
    
    1114. ADDITIONAL LIMITATIONS ON PURCHASES
    
    
    1215. PAYMENT FOR SUBSCRIPTION SHARES
    
    
    1316. MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS
    
    
    1417. UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT
    
    
    1518. RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES
    
    
    1519. ESTABLISHMENT OF LIQUIDATION ACCOUNT
    
    
    1520. VOTING RIGHTS OF STOCKHOLDERS
    
    
    1721. RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION
    
    
    1722. REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION
    
    
    1723. TRANSFER OF DEPOSIT ACCOUNTS
    
    
    1824. REGISTRATION AND MARKETING
    
    
    1825. TAX RULINGS OR OPINIONS
    
    
    1826. STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS
    
    
    1827. RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY
    
    
    1928. PAYMENT OF DIVIDENDS AND REPURCHASE OF STOCK
    
    
    2029. ARTICLES OF INCORPORATION AND BYLAWS
    
    
    2030. CONSUMMATION OF CONVERSION AND EFFECTIVE DATE
    
    
    2031. EXPENSES OF CONVERSION
    
    
    2032. AMENDMENT OR TERMINATION OF PLAN
    
    
    2033. CONDITIONS TO CONVERSION
    
    
    2134. INTERPRETATION
    
    
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AMENDED AND RESTATED PLAN OF CONVERSION AND REORGANIZATION OF
VIEWPOINT MHC
 1. INTRODUCTION
   2. DEFINITIONS
  Account Holder
 Acting in Concert
 Affiliate
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Appraised Value Range
 Articles of Combination
 Associate
 Bank
 Bank Liquidation Account
 Bank Regulators
 Code
 Community
 Community Offering
 Control
 Conversion
 Conversion Stock
 Deposit Account
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Director
 Eligible Account Holder
 Eligibility Record Date
 Employees
 Employee Plans
 ESOP
 Exchange Offering
 Exchange Ratio
 Exchange Shares
 FDIC
 Firm Commitment Underwritten Offering
 Holding Company
 Holding Company Common Stock
 Independent Appraiser
 Liquidation Account
 Majority Ownership Interest
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Meeting of Stockholders
 MHC Merger
 Mid-Tier Holding Company
 Mid-Tier Merger
 Minority Shares
 Minority Stockholder
 Mutual Holding Company
 Offering
 Offering Range
 Officer
 Order Form
 Other Member
 OTS
 Participant
 Person
 Plan
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Prospectus
 Qualifying Deposit
 Resident
 SEC
 Special Meeting of Members
 Stockholder
 Subscription Offering
 Subscription Price
 Subscription Shares
 Supplemental Eligible Account Holder
 Supplemental Eligibility Record Date
 Syndicated Community Offering
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Tax-Qualified Employee Stock Benefit Plan provided
 Voting Member
 Voting Record Date
 3. PROCEDURES FOR CONVERSION
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(1)
    
    The Mid-Tier Holding Company will establish the Holding Company as a first-tier
Maryland-chartered stock holding company subsidiary.
 (2)
    
    The Mutual Holding Company will merge with and into the Mid-Tier Holding
Company (the MHC Merger) pursuant to the Agreement and Plan of Merger attached hereto
as Exhibit A.
 (3)
    
    Immediately after the MHC Merger, the Mid-Tier Holding Company will merge with
and into the Holding Company (the Mid-Tier Merger) with the Holding Company as the
resulting entity pursuant to the Agreement and Plan of Merger attached hereto as
Exhibit A. As part of the Mid-Tier Merger, the liquidation interests in Mid-Tier
Holding Company constructively received by the members of Mutual Holding Company
immediately prior to Conversion will automatically, without further action on the part
of the holders thereof, be exchanged for an interest in the Liquidation Account and the
Minority Shares will automatically, without further action on the part of the holders
thereof, be converted into and become the right to receive Holding Company Common Stock
based on the Exchange Ratio.
 (4)
    
    Immediately after the Mid-Tier Merger, the Holding Company will offer for sale
its Common Stock in the Offering.
 (5)
    
    The Holding Company will contribute at least 50% of the net proceeds of the
Offering to the Bank in exchange for common stock of the Bank and the Bank Liquidation
Account.
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4. HOLDING COMPANY APPLICATIONS AND APPROVALS
  5. SALE OF SUBSCRIPTION SHARES
    6. PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES
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provided
   7. RETENTION OF CONVERSION PROCEEDS BY THE HOLDING COMPANY
  8. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)
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9. SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)
  10.
    SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY)
   11. SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)
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12. COMMUNITY OFFERING
  13.
    SYNDICATED COMMUNITY OFFERING AND/OR FIRM COMMITMENT UNDERWRITTEN OFFERING
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14. ADDITIONAL LIMITATIONS ON PURCHASES
      provided,
however
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provided provided
    15. PAYMENT FOR SUBSCRIPTION SHARES
 provided, however
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16. MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS
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17. UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT
 provided, however
 18. RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES
  19. ESTABLISHMENT OF LIQUIDATION ACCOUNT
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20. VOTING RIGHTS OF STOCKHOLDERS
  21. RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION
   (1)
    
    Any exchange of such shares in connection with a merger or acquisition
involving the Bank or the Holding Company, as the case may be, which has been approved
by the appropriate federal regulatory agency; and
 (2)
    
    Any disposition of such shares following the death of the person to whom such
 shares were initially sold under the terms of the Plan.
  (1)
    
    Each certificate representing shares restricted by this Section shall bear a
legend giving notice of the restriction;
 (2)
    
    Instructions shall be issued to the stock transfer agent for the Holding
Company not to recognize or effect any transfer of any certificate or record of
ownership of any such shares in violation of the restriction on transfer; and
 (3)
    
    Any shares of capital stock of the Holding Company issued with respect to a
stock dividend, stock split, or otherwise with respect to ownership of outstanding
Subscription Shares subject to the restriction on transfer hereunder shall be subject
to the same restriction as is applicable to such Subscription Shares.
 22.
    REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION
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23. TRANSFER OF DEPOSIT ACCOUNTS
  24. REGISTRATION AND MARKETING
  25. TAX RULINGS OR OPINIONS
  26. STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS
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27. RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY
 A.
    (1)
    
    The charter of the Bank may contain a provision stipulating that no person, except
the Holding Company, for a period of five years following the closing date of the Conversion,
may directly or indirectly acquire or offer to acquire the beneficial ownership of more than
10% of any class of equity security of the Bank, without the prior written approval of the
OTS. In addition, such charter may also provide that for a period of five years following the
closing date of the Conversion, shares beneficially owned in violation of the above-described
charter provision shall not be entitled to vote and shall not be voted by any person or
counted as voting stock in connection with any matter submitted to stockholders for a vote. In
addition, special meetings of the stockholders relating to changes in control or amendment of
the charter may only be called by the Board of Directors, and shareholders shall not be
permitted to cumulate their votes for the election of Directors.(2)
    
    For a period of three years from the date of consummation of the Conversion, no
person, other than the Holding Company, shall directly or indirectly offer to acquire
or acquire the beneficial ownership of more than 10% of any class of equity security of
the Bank without the prior written consent of the Bank Regulators.
   (1)
    
    The term person includes an individual, a firm, a corporation or other
entity;
 (2)
    
    The term offer includes every offer to buy or acquire, solicitation of an
offer to sell, tender offer for, or request or invitation for tenders of, a security or
interest in a security for value;
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(3)
    
    The term acquire includes every type of acquisition, whether effected by
purchase, exchange, operation of law or otherwise; and
 (4)
    
    The term security includes non-transferable subscription rights issued
pursuant to a plan of conversion as well as a security as defined in 15 U.S.C. §
77b(a)(1).
 28. PAYMENT OF DIVIDENDS AND REPURCHASE OF STOCK
   29. ARTICLES OF INCORPORATION AND BYLAWS
  30. CONSUMMATION OF CONVERSION AND EFFECTIVE DATE
  31. EXPENSES OF CONVERSION
  32. AMENDMENT OR TERMINATION OF PLAN
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33. CONDITIONS TO CONVERSION
      34. INTERPRETATION
    21