FELDMAN FINANCIAL ADVISORS, INC. 1001 CONNECTICUT AVENUE, NW, SUITE 840 WASHINGTON, DC 20036 (202) 467-6862 • FAX (202) 467-6963

          
Exhibit
99.1

XXXXXXX
      FINANCIAL ADVISORS, INC.

            0000
      XXXXXXXXXXX XXXXXX, XX, XXXXX 000

            WASHINGTON,
      DC 20036

            (000)
      000-0000 • FAX (000) 000-0000

January
22, 2010
 
Confidential
 
Board of
Directors
Viewpoint
Financial Group
0000 Xxxx
00xx Xxxxxx, Xxxxx 000
Plano,
Texas 75075
 
Members
of the Board:
 
This
letter sets forth the agreement between Viewpoint Financial Group (“Viewpoint”
or the “Company”) and Xxxxxxx Financial Advisors, Inc. (“FFA”), whereby
Viewpoint has engaged FFA to provide an independent appraisal of the aggregate
estimated pro forma market value (the “Valuation”) of the Company in conjunction
with the conversion of Viewpoint MHC (the “MHC”) from the mutual to stock form
of organization and the simultaneous sale of all of the MHC’s majority ownership
stake in the Company to eligible depositors and other qualifying investors in a
subscription and community stock offering (the “Conversion Stock
Offering”).
 
FFA
agrees to deliver the Valuation, in a written report, to Viewpoint at the
address above on or before a mutually agreed upon date, but no later than
February 26, 2010; provided that the due date for the Valuation shall be
extended by one day for each day of delay caused to FFA by the failure of the
Company or another participant in the Conversion Stock Offering to perform
timely. Further, FFA agrees to perform such other services as are necessary or
required of the independent appraiser in connection with comments from
Viewpoint’s regulatory authorities and subsequent updates of the Valuation as
from time to time may be necessary, both after initial approval by the Company’s
regulatory authorities and prior to the time the Conversion Stock Offering is
completed. FFA will assist Viewpoint in responding to all regulatory inquiries
regarding the Valuation and will also assist the Company at all meetings with
the regulatory authorities concerning the Valuation.
 
Viewpoint
agrees to pay FFA a professional consulting fee for FFA’s appraisal services
related to preparation of the initial appraisal report and subsequent appraisal
updates. Viewpoint also agrees to reimburse FFA for certain out-of-pocket
expenses necessary and incident to the completion of the services described
above. These expenses shall not exceed $2,500 without the prior consent of
Viewpoint. Reimbursable expenses for travel shall be paid to FFA as incurred and
billed. Payment of the consulting fee shall be made according to the following
schedule:

            $15,000  upon
      execution of this Agreement;

            $70,000  upon
      delivery of the completed appraisal report to
Viewpoint;

            $10,000  upon
      completion of each updated appraisal, as
  required.

XXXXXXX
FINANCIAL ADVISORS, INC.
 
Board of
Directors
Viewpoint
Financial Group
January
22, 2010
Page
2
 
If,
during the course of the Conversion Stock Offering, unforeseen events occur so
as to materially change the nature of the work content of the appraisal services
described above such that FFA must supply services beyond that contemplated at
the time this contract was executed, the terms of this agreement shall be
subject to renegotiation by Viewpoint and FFA. Such unforeseen events shall
include, but not be limited to, major changes in regulations governing the
Conversion Stock Offering, appraisal guidelines or processing procedures as they
relate to Conversion Stock Offering appraisals, major changes in Viewpoint’s
management or operating policies, and excessive delays or suspension of
processing of the Conversion Stock Offering.
 
In the
event Viewpoint shall for any reason discontinue the Conversion Stock Offering
prior to delivery of the completed appraisal report and payment of the progress
payment fee totaling $70,000, Viewpoint agrees to compensate FFA according to
FFA’s standard billing rates for professional consulting services based on
accumulated and verifiable time expended, provided that the total of such
charges shall not exceed $85,000 plus reimbursable expenses.
 
In order
to induce FFA to render the aforesaid services, Viewpoint agrees to the
following:

            1.

            Viewpoint
      agrees to supply FFA such information with respect to Viewpoint’s business
      and financial condition as FFA may reasonably request in order for FFA to
      perform the appraisal services. Such information shall include annual
      financial statements, periodic regulatory filings and material agreements,
      corporate books and records, and such other documents as are material for
      the performance by FFA of the appraisal services.

            2.

            Viewpoint
      hereby represents and warrants to FFA (i) that to its best knowledge any
      information provided to FFA by or on behalf of Viewpoint, will not, at any
      relevant time, contain any untrue statement of a material fact or fail to
      state a material fact necessary to make the information or statements
      therein not false or misleading, (ii) that Viewpoint will not use the
      product of FFA’s services in any manner, including in a proxy or offering
      prospectus, in connection with any untrue statement of a material fact or
      in connection with the failure to state a material fact necessary to make
      other statements not false or misleading, and (iii) that all documents
      incorporating or relying upon FFA’s services or the product of FFA’s
      services will otherwise comply with all applicable federal and state laws
      and regulations.

XXXXXXX
FINANCIAL ADVISORS, INC.
 
Board of
Directors
Viewpoint
Financial Group
January
22, 2010
Page
3

            3.

            Any
      valuations or opinions issued by FFA may be included in its entirety in
      any communication by Viewpoint in any application, proxy statement or
      prospectus; however, such valuations or opinions may not be excerpted or
      otherwise publicly referred to without FFA’s prior written consent nor
      shall FFA be publicly referred to without FFA’s prior written consent;
      however, such consent shall not be unreasonably
  withheld.

            4.

            FFA’s
      Valuation will be based upon Viewpoint’s representation that the
      information contained in the Conversion Stock Offering application and
      additional information furnished to us by Viewpoint and its independent
      auditors is truthful, accurate, and complete in all material respects. FFA
      will not independently verify the financial statements and other
      information provided by Viewpoint and its independent auditors, nor will
      FFA independently value the assets or liabilities of Viewpoint. The
      Valuation will consider Viewpoint only as a going concern and will not be
      considered as an indication of the liquidation value of
      Viewpoint.

            5.

            FFA’s
      Valuation is not intended, and must not be represented to be, a
      recommendation of any kind as to the advisability of purchasing shares of
      common stock in the Conversion Stock Offering. Moreover, because the
      Valuation is necessarily based upon estimates and projections of a number
      of matters, all of which are subject to change from time to time, FFA will
      give no assurance that persons who purchase shares of common stock in the
      Conversion Stock Offering will thereafter be able to sell such shares at
      prices related to FFA’s Valuation.

            6.

            Viewpoint
      agrees to indemnify FFA and its affiliates and all persons employed by or
      associated with FFA or its affiliates against all claims, liabilities and
      related expenses, as incurred, arising out of this engagement, unless,
      upon final adjudication, such claims, liabilities and expenses are found
      to have resulted primarily from FFA’s bad faith or willful misconduct. No
      termination, completion or modification hereof shall limit or affect such
      indemnification obligation. In the event FFA becomes aware of a claim or a
      possible claim arising out of this agreement, it shall notify Viewpoint as
      soon as possible. Viewpoint will attempt to resolve the claim. In the
      event Viewpoint is not able to resolve the claim, it has the option to
      retain legal counsel on behalf of FFA to defend the claim. Notwithstanding
      the preceding provisions of this paragraph 6, FFA, not Viewpoint, will be
      responsible for any claims, liabilities and related expenses to the extent
      the same are primarily attributable to the gross negligence, willful
      misconduct or bad faith of FFA, and provided further that FFA’s
      responsibility hereunder shall be limited to the Consulting Fee due FFA
      under this letter.

XXXXXXX
FINANCIAL ADVISORS, INC.
 
Board of
Directors
Viewpoint
Financial Group
January
22, 2010
Page
4

            7.

            Viewpoint
      and FFA are not affiliated, and neither Viewpoint nor FFA has an economic
      interest in, or is held in common with, the other and has not derived a
      significant portion of its gross revenues, receipts or net income for any
      period from transactions with the other. It is understood that FFA is not
      a seller of securities within the scope of any federal or state securities
      law and any report prepared by FFA shall not be used as an offer or
      solicitation with respect to the purchase or sale of any security, it
      being understood that the foregoing shall not be construed to prohibit the
      filing of any such report as part of the Conversion Stock Offering
      application or SEC and blue sky filings or customary references thereto in
      applications, filings, proxy statements and
  prospectuses.

Please
acknowledge your agreement to the foregoing by signing as indicated below and
returning to FFA a signed copy of this letter.
 
Sincerely,
 
Xxxxxxx Financial Advisors, Inc.

            /s/ Xxxxx X.
      Xxxxxxx 
              
            Xxxxx X.
      Xxxxxxx 
             
            President 
             
Agreed To And
Accepted
By:
 
Viewpoint
Financial Group

            Name:

            /s/ Xxxxxx X. Base

            Title:

            Pres/CEO

            Date:

            1-27-10

Document Metadata

FELDMAN FINANCIAL ADVISORS, INC. 1001 CONNECTICUT AVENUE, NW, SUITE 840 WASHINGTON, DC 20036 (202) 467-6862 • FAX (202) 467-6963

Document Metadata


	$15,000 upon execution of this Agreement;
	$70,000 upon delivery of the completed appraisal report to Viewpoint;
	$10,000 upon completion of each updated appraisal, as required.


	1.	Viewpoint agrees to supply FFA such information with respect to Viewpoint’s business and financial condition as FFA may reasonably request in order for FFA to perform the appraisal services. Such information shall include annual financial statements, periodic regulatory filings and material agreements, corporate books and records, and such other documents as are material for the performance by FFA of the appraisal services.

	2.	Viewpoint hereby represents and warrants to FFA (i) that to its best knowledge any information provided to FFA by or on behalf of Viewpoint, will not, at any relevant time, contain any untrue statement of a material fact or fail to state a material fact necessary to make the information or statements therein not false or misleading, (ii) that Viewpoint will not use the product of FFA’s services in any manner, including in a proxy or offering prospectus, in connection with any untrue statement of a material fact or in connection with the failure to state a material fact necessary to make other statements not false or misleading, and (iii) that all documents incorporating or relying upon FFA’s services or the product of FFA’s services will otherwise comply with all applicable federal and state laws and regulations.


	3.	Any valuations or opinions issued by FFA may be included in its entirety in any communication by Viewpoint in any application, proxy statement or prospectus; however, such valuations or opinions may not be excerpted or otherwise publicly referred to without FFA’s prior written consent nor shall FFA be publicly referred to without FFA’s prior written consent; however, such consent shall not be unreasonably withheld.

	4.	FFA’s Valuation will be based upon Viewpoint’s representation that the information contained in the Conversion Stock Offering application and additional information furnished to us by Viewpoint and its independent auditors is truthful, accurate, and complete in all material respects. FFA will not independently verify the financial statements and other information provided by Viewpoint and its independent auditors, nor will FFA independently value the assets or liabilities of Viewpoint. The Valuation will consider Viewpoint only as a going concern and will not be considered as an indication of the liquidation value of Viewpoint.

	5.	FFA’s Valuation is not intended, and must not be represented to be, a recommendation of any kind as to the advisability of purchasing shares of common stock in the Conversion Stock Offering. Moreover, because the Valuation is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, FFA will give no assurance that persons who purchase shares of common stock in the Conversion Stock Offering will thereafter be able to sell such shares at prices related to FFA’s Valuation.

	6.	Viewpoint agrees to indemnify FFA and its affiliates and all persons employed by or associated with FFA or its affiliates against all claims, liabilities and related expenses, as incurred, arising out of this engagement, unless, upon final adjudication, such claims, liabilities and expenses are found to have resulted primarily from FFA’s bad faith or willful misconduct. No termination, completion or modification hereof shall limit or affect such indemnification obligation. In the event FFA becomes aware of a claim or a possible claim arising out of this agreement, it shall notify Viewpoint as soon as possible. Viewpoint will attempt to resolve the claim. In the event Viewpoint is not able to resolve the claim, it has the option to retain legal counsel on behalf of FFA to defend the claim. Notwithstanding the preceding provisions of this paragraph 6, FFA, not Viewpoint, will be responsible for any claims, liabilities and related expenses to the extent the same are primarily attributable to the gross negligence, willful misconduct or bad faith of FFA, and provided further that FFA’s responsibility hereunder shall be limited to the Consulting Fee due FFA under this letter.


	7.	Viewpoint and FFA are not affiliated, and neither Viewpoint nor FFA has an economic interest in, or is held in common with, the other and has not derived a significant portion of its gross revenues, receipts or net income for any period from transactions with the other. It is understood that FFA is not a seller of securities within the scope of any federal or state securities law and any report prepared by FFA shall not be used as an offer or solicitation with respect to the purchase or sale of any security, it being understood that the foregoing shall not be construed to prohibit the filing of any such report as part of the Conversion Stock Offering application or SEC and blue sky filings or customary references thereto in applications, filings, proxy statements and prospectuses.