Edgar Filing: PROVIDENT FINANCIAL HOLDINGS INC

FWP

Filed Pursuant to Rule 433

Registration No. 333-162415

Issuer Free Writing Prospectus dated November 30, 2009

Relating to Preliminary Prospectus dated November 27, 2009

November 2009

Follow –

On Stock Offering

Craig

Blunden

–

Chairman,

President

and

Chief

Executive

Officer

Donavon

Ternes

–

Chief

Operating

Officer

and

Chief

Financial

Officer

NASDAQ: PROV

Safe Harbor Statement

The Corporation has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest,

you should read the prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may

get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, the underwriter or any dealer participating in this

offering will arrange to send you the prospectus if you request it by calling toll free 1-866-805-4128. The documents can also be obtained for free from the website

at www.sandleroneill.com/prospectus/prov-prospectus.pdf.

The Private Securities Litigation Report Act of 1995 provides a "safe harbor" for certain forward-looking statements. This presentation contains forward-looking

statements with respect to the Corporation’s financial condition, results of operations, plans, objectives, future performance or business. These forward-looking

statements are subject to certain risks and uncertainties, including those identified below, which could cause future results to differ materially from historical results

or those anticipated. The words "believe," "expect," "anticipate," "intend," "estimate," "goals," "would," "could," "should" and other expressions which indicate

future events and trends identify forward-looking statements. We caution readers not to place undue reliance on these forward-looking statements, which is based

only on information known to the Corporation, speak only as of their dates, and if no date is provided, then such statements speak only as of today. There are a

number of important factors that could cause future results to differ materially from historical results or those anticipated, including, but not limited to: the credit

risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision

for loan losses that may be impacted by deterioration in the housing and commercial real estate markets; changes in general economic conditions, either

nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit

interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes, land and other properties and

fluctuations in real estate values in our market areas; secondary market conditions for loans and our ability to sell loans in the secondary market; the accuracy of

the results of our stress test; results of examinations of us by the Office of Thrift Supervision or other regulatory authorities, including the possibility that any such

regulatory authority may, among other things, require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position or affect

our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; legislative or regulatory changes that adversely

affect our business including changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules; our ability to attract and retain

deposits; further increases in premiums for deposit insurance; our ability to control operating costs and expenses; the use of estimates in determining fair value of

certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risk associated with the loans

on our balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential

associated charges; computer systems on which we depend could fail or experience a security breach; our ability to retain key members of our senior

management team; costs and effects of litigation, including settlements and judgments; our ability to implement our branch expansion strategy; our ability to

successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired or may in the future acquire into our operations

and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; increased competitive

pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in

laws, rules, or regulations or to respond to regulatory actions; our ability to pay dividends on our common stock; adverse changes in the securities markets;

inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution

regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the

implementation of new accounting methods; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations,

pricing, products and services and the other risks described in the Corporation’s reports filed with the Securities and Exchange Commission, including its Annual

Report on Form 10-K for the fiscal year ended June 30, 2009 and its quarterly report on Form 10-Q ended September 30, 2009.

The Corporation does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which

the forward-looking statement is made.

Transaction Overview

Issuer:

Provident Financial Holdings, Inc.

Ticker / Exchange:

PROV / NASDAQ (GSM)

Type of Security:

Common Stock

Transaction Size:

$40.0 million

Over-Allotment Option:

15%

Use of Proceeds:

Support capital needs of the Bank and its mortgage

banking operation, opportunistic growth and general

corporate purposes

Book-Running Manager:

Sandler O'Neill + Partners, L.P.

Co-Managers:

FBR Capital Markets & Co.

FIG Partners, LLC

Offering Objectives and Business Strategy

Strengthen

current

capital

position

this

challenging

economic

environment

Enhance capital base to capture growth opportunities

Capture business opportunities stemming from competitor and market dislocations

Expand mortgage banking origination capacity and market share

Diversify loan portfolio to include a higher percentage of multi-family loans

Support opportunity to grow core deposits and fund loan growth internally

Bolster the ability to continue to aggressively resolve problem credits and REO

Increase

ability

recruit

and

retain

key

business

producers

our

local

markets and attract an expanded customer base

Capital Position & Composition

Assumes gross proceeds of $40.0 million with underwriters' discount of 5.75% (at 6% for $37.5 million to public investors and 2% for $2.5 million to

insiders and ESOP) and expenses of $302,000

Assumes proceeds risk-weighted at 20%

As of September 30, 2009

Stand-Alone

Pro Forma¹

Tangible Common Equity / Tangible Assets

7.36%

9.64%

Tangible Equity / Tangible Assets

7.36%

9.64%

Well-

Capitalized

Core Capital Ratio

5.00%

7.03%

9.32%

Tier 1 Risk-Based Ratio²

6.00%

11.89%

16.15%

Total Risk-Based Ratio²

10.00%

13.16%

17.41%

Management Team

Named executive officer and director ownership as a group is 15.4%

Years

Fin. Services

Past

Name

Position

Age

Experience

Craig G. Blunden

Chairman, President and

Chief Executive Officer

Donavon P. Ternes

Executive Vice President,

COO, CFO and Corporate

Secretary

Richard L. Gale

President -

Provident

Bank Mortgage

Kathryn R. Gonzales

Senior Vice President -

Retail Banking

Lilian

Salter

Senior Vice President -

Chief Information Officer

Joined the Bank in 1993 as general auditor and promoted to CIO in 1997.

Previously, Ms. Salter was with Home Federal Bank, San Diego, California for

17 years and held various positions in information systems, auditing and

accounting.

David S. Weiant

Senior Vice President -

Chief Lending Officer

Joined the Bank as SVP and CFO on November 1, 2000 and appointed

Secretary of the Corporation and the Bank in April 2003. Effective

January 1, 2008, Mr. Ternes was appointed EVP and COO, while

continuing to serve as the CFO and Corporate Secretary of the Bank and

the Corporation. Prior to joining the Bank, Mr. Ternes was the President,

CEO, CFO and Director of Mission Savings and Loan Association,

Riverside, California holding those positions for over 11 years.

Joined the Bank as SVP of Retail Banking on August 7, 2006. Previously,

Ms. Gonzales was with Bank of America, responsible for working with

under-performing branches and re-energizing their business

development capabilities. Prior to that she was with Arrowhead Central

Credit Union, responsible for 25 retail branches and oversaw their

significant deposit growth.

Has been with the Bank since 1974 and has held his current positions at

the Bank since 1991 and as President and Chief Executive Officer of the

Corporation since its formation in 1996.

Joined the Bank in 1988 and has served as President of the Provident Bank

Mortgage division since 1989. Mr. Gale has also served as a director of the

California Mortgage Bankers Association since 2002.

Joined the Bank as SVP and CLO on June 29, 2007. Prior to joining the

Bank, Mr. Weiant was a SVP of Professional Business Bank (June 2006 to

June 2007) responsible for commercial lending in the Los Angeles and

Inland Empire regions of Southern California. Prior to that, Mr. Weiant

was EVP and Regional Manager of Southwest Community Bank (April

2005 to June 2006), SVP and Regional Manager of Vineyard Bank (2004

–

2005) and EVP and Branch Administrator of Business Bank of California

(2000 – 2004). Mr. Weiant has more than 25 years of experience with

financial institutions including the last 11 years in senior management.

$1.5 billion in assets, as of 09/30/09

$932 million in deposits, as of 09/30/09

14 full-service branches

53 years serving the community

Provident Bank

Full Service Offices:

Blythe

Canyon Crest, Riverside

Corona

Corporate Office, Riverside

Downtown, Riverside

Hemet

La Sierra, Riverside

Moreno

Valley

Heacock

St.

Moreno

Valley

Iris

Plaza

Orangecrest, Riverside

Rancho Mirage

Redlands

Sun City

Temecula

Provident Bank Mortgage

Wholesale Offices:

Pleasanton

Rancho Cucamonga

Retail Offices:

Glendora

Indiana Ave., Riverside

Riverside Ave., Riverside

Pleasanton, Northern California

Franchise Overview

Franchise Overview

Largest independent community bank headquartered in Riverside County,

California

$1.5 billion in assets, as of 09/30/09

$932 million in deposits, as of 09/30/09

14 full-service branches

Sixth largest deposit market share in the Riverside-San Bernardino RMA and

second among community banks

Strong mortgage banking operations

2009 fiscal year originations of $1.3 billion

Q1-2010 fiscal year originations of $492 million

Gross locked pipeline of approximately $200 million as of 09/30/09

Actively addressing and managing credit issues

Expanding customer base and markets within the Inland Empire Region of

Southern California

History of Strong Financial Performance

Pre-Tax, Pre-Provision Earnings ($mm)

Net Interest Margin

Mortgage Banking Originations ($mm)

Loan Sale Margin

$4,137

$6,405

$5,326

$9,110

$13,156

$8,561

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

Q4 '08

Q1 '09

Q2 '09

Q3 '09

Q4 '09

Q1 '10

$492

$617

$366

$169

$166

$114

$21

$100

$200

$300

$400

$500

$600

$700

Q4 '08

Q1 '09

Q2 '09

Q3 '09

Q4 '09

Q1 '10

Saleable

Portfolio

2.93%

2.89%

2.70%

2.87%

2.99%

2.69%

2.50%

2.55%

2.60%

2.65%

2.70%

2.75%

2.80%

2.85%

2.90%

2.95%

3.00%

3.05%

Q4 '08

Q1 '09

Q2 '09

Q3 '09

Q4 '09

Q1 '10

0.59%

1.33%

0.80%

0.72%

(0.32%)

0.82%

1.45%

1.42%

1.68%

1.18%

0.92%

(0.50%)

0.00%

0.50%

1.00%

1.50%

2.00%

Q4 '08

Q1 '09

Q2 '09

Q3 '09

Q4 '09

Q1 '10

Loan Sale Margin

Loan Sale Margin, excl. Recourse Provision

Mortgage Banking Overview

have

enjoyed

growing

demand

for

our

mortgage

banking

products

over

the

last several quarters

The

refinance

market

has

augmented

our

business

opportunities

the

current

rate environment

Locked Pipeline -

AFS ($mm)

PBM Purchase vs. Refinance

Net of management’s estimate of commitments to extend credit which may not fund

$206

$160

$338

$77

$55

$45

$131

$105

$207

$46

$32

$23

$50

$100

$150

$200

$250

$300

$350

$400

Q4 '08

Q1 '09

Q2 '09

Q3 '09

Q4 '09

Q1 '10

Gross Locked Pipeline

Net Locked Pipeline (1)

39%

60%

56%

17%

34%

61%

40%

44%

83%

66%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Q4 '08

Q1 '09

Q2 '09

Q3 '09

Q4 '09

Q1 '10

Refinance

Purchase

Attractive Market Demographics

The Riverside and San Bernardino county markets offer appealing growth and

income demographics

Five-Year

County

Branches

Market

Rank

Deposits

in Market

($000)

Market

(%)

Percent of

Franchise

(%)

Proj. Pop.

Change

(%)

Proj. HHI

Change

(%)

Riverside

902,867

4.42

88.2

16.1

7.0

San Bernardino

120,509

0.71

11.8

7.3

6.4

Provident Weighted Average

15.1

6.9

Aggregate: California

5.1

4.0

Aggregate: National

4.6

4.1

Source: SNL Financial

Deposit Composition

Certain interest-bearing checking, savings, money market and time deposits require a minimum balance to earn interest

Includes a single depositor with balances of $0 and $100.3 million at September 30, 2009 and 2008, respectively; and includes brokered deposits of

$19.6 million and $0 at September 30, 2009 and 2008, respectively

•

LTM Weighted-Average

Interest Rate: 2.22%

•

MRQ Weighted-Average

Interest Rate: 1.93%

Stable deposit base with reduced reliance on CD funding

Declining cost of deposits

Average cost of deposits for the quarter ended Sept. 30, 2009 was 1.93%, down from 2.85% for

the quarter ended Sept. 30, 2008

Time >$100

28.6%

Non Int.-

Bearing

Checking

4.7%

Int.-Bearing

Checking

14.3%

Savings

18.5%

Money

Market

2.9%

Time <$100

31.0%

(Dollars in Thousands)

As of the Period Ended,

Category

9/30/09

9/30/08

Change

Checking deposits – non interest-bearing

$43,476

$43,209

$267

Checking deposits – interest-bearing¹

133,677

119,118

14,559

Savings deposits¹

172,566

138,827

33,739

Money market deposits¹

26,697

27,300

(603)

Time deposits:¹

Under $100

288,782

289,445

(663)

$100 and over²

266,723

337,898

(71,175)

Total deposits

$931,921

$955,797

Credit Management Strategy

We have worked to recognize the credit challenges presented by our markets and are actively working

to improve our asset quality

September

30,

2009,

our

loan

loss

reserve

loans

held

for

investment

stood

4.97%

Actions

Results

All Multi-Family and Commercial Business loans

have an annual internal asset review regimen

completed. CRE loans $750,000 and larger

have an annual internal asset review regimen

completed.

Diligently complete reviews of Multi-Family, CRE

and Commercial Business loans.

Net loss on sale and operations of REO acquired

in the settlement of loans was $1.6 million in

LTM.

Establish appropriate specific valuation

allowances.

As of September 30, 2009, REO balance was

$12.7 million, never becoming higher than

$16.4

million

LTM.

Also,

145

REOs

were

disposed

while

161

REOs

were

obtained

LTM.

Quickly dispose of REO.

As of September 30, 2009, Restructured Loans

were $52.0 million and 81% reflect a current

payment status.

Complete loan modifications on a case-by-case

basis.

$60.1 million loan loss provision in LTM while

net charge-offs have been $24.7 million in the

same period.

Aggressively build the loan loss reserve.

Loan Portfolio Composition

Consumer

0.1%

Commercial

business

0.7%

Single-family

mortgage

57.5%

Multi-family

mortgage

30.9%

Commercial

real estate

10.3%

Construction

0.4%

Other real

estate

0.1%

Loan Composition¹

Gross loans held for investment, excludes $130.1 million of loans held for sale

Southern California, other than the Inland Empire

Other California, excluding Southern California and the Inland Empire

Inland Empire

26.4%

Southern CA

58.9%

Other CA

13.5%

Other States

1.2%

Loan

Composition

Geography

SCAP Analysis

The SCAP test estimates below are based on two-year cumulative loss assumptions

established by indicative loss rates published by the Board of Governors of the Federal

Reserve System

Loss severity rates based on the mid-points of the ranges established by the Supervisory Capital Assessment Program

(Dollars in Thousands)

Loss Severity¹

Total Loss

Balance as of 9/30/09

Loan Type

($)

(%)

Baseline

Adverse

Baseline

Adverse

First Lien Mortgages:

Prime

$225,075

17.4%

2.0%

3.5%

$4,501

$7,878

Alt-A

552,092

42.6%

8.5%

11.3%

46,928

62,110

Subprime

18,776

1.5%

17.5%

24.5%

3,286

4,600

Closed-End Junior Lien Mortgages

2,480

0.2%

19.0%

23.5%

471

583

HELOCs

1,602

0.1%

7.0%

9.5%

112

152

CRE:

Multi-Family

360,880

27.8%

5.0%

10.5%

18,044

37,892

Nonfarm, Non-Residential

119,639

9.2%

4.5%

8.0%

5,384

9,571

C&D

5,805

0.5%

10.0%

16.5%

581

958

C&I

8,362

0.6%

3.5%

6.5%

293

544

Credit Cards

0.0%

14.5%

19.0%

Other Consumer

1,329

0.1%

5.0%

10.0%

133

Other Loans

596

0.0%

3.0%

7.0%

Portfolio Totals

$1,296,636

100.0%

6.1%

9.6%

$79,684

$124,463

Strong Pro Forma Capital Position

Based on fiscal year 2009 pre-tax, pre-provision net income

Assumes gross proceeds of $40.0 million with underwriters' discount of 5.75% (at 6% for $37.5 million to public investors and 2% for $2.5 million to

insiders and ESOP) and expenses of $302,000

(Dollars in Thousands)

Capital Position Impact

Baseline

More Adverse

Current Tangible Equity

$108,903

67,994

+ Excess Reserve (1.25% Threshold)

41,805

SCAP Indicated Potential Cumulative Losses

79,684

124,463

Pro Forma Tangible Equity

$139,018

$94,239

+ Non Common Equity Tier 1 Capital Elements

(7,903)

Total Tier 1 Capital

$131,115

$86,336

Total Risk-Based Capital

$141,965

$97,186

As of September 30, 2009

Pro Forma²

w/ Baseline

w/ More Adverse

Stand-Alone

Pro Forma²

Loss Scenario

Tangible Common Equity / Tangible Assets

7.36%

9.64%

11.68%

8.99%

Tangible Equity / Tangible Assets

7.36%

9.64%

11.68%

8.99%

Core Capital Ratio

7.03%

9.32%

11.31%

8.36%

Tier 1 Risk-Based Ratio

11.89%

16.15%

18.99%

14.69%

Total Risk-Based Ratio

13.16%

17.41%

20.21%

15.97%

Pre-Tax

Pre-Provision

Net

Income

for

Two

Years

Credit Quality Overview

(Dollars in Thousands)

For the Quarter Ended,

9/30/09

6/30/09

3/31/09

12/31/08

9/30/08

Net charge-offs

$4,638

$9,596

$6,316

$4,102

$3,111

% of average loans (annualized)

1.44%

2.81%

1.94%

1.24%

0.90%

Allowance for loan losses

$58,013

$45,445

$42,178

$34,953

$22,519

% of gross portfolio loans

4.97%

3.75%

3.36%

2.69%

1.67%

% of non-performing loans

67.8%

63.3%

62.8%

76.2%

63.0%

Total non-performing loans

$85,529

$71,818

$67,137

$45,848

$35,749

Real estate owned, net

12,693

16,439

13,861

11,115

8,927

Total non-performing assets

$98,222

$88,257

$80,998

$56,963

$44,676

Restructured loans

$51,979

$40,871

$28,233

$19,598

$15,524

Non-performing loans / portfolio loans, net

7.72%

6.16%

5.53%

3.62%

2.70%

Non-performing loans / total assets

5.78%

4.55%

4.30%

2.96%

2.24%

Non-performing assets / total assets

6.64%

5.59%

5.18%

3.67%

2.80%

Restructured

loans

non-performing

loans

$36,281

$29,751

$20,927

$11,762

$7,144

Restructured loans ending up in pass category and

no longer disclosed as TDR

$4,511

Restructured loans ending up in REO

$173

$911

$817

$676

Net of specific loan loss allowance.

Asset Quality

Non-Performing and Restructured Loans¹

Non-Performing Assets ($mm)

Consumer

0.0%

Commercial

business

1.3%

Single-family

mortgage

85.5%

Multi-family

mortgage

5.6%

Commercial

real estate

3.6%

Construction

2.5%

Other real

estate

1.4%

Net of specific loan loss allowance

$32,548

$44,676

$56,963

$80,998

$88,257

$98,222

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

Q4 '08

Q1 '09

Q2 '09

Q3 '09

Q4 '09

Q1 '10

Migration Analysis

Note: Represents delinquencies in the Bank’s loans held for investment as of the dates indicated, gross of specific loan loss allowances, if any

(Dollars in Thousands)

As of the Period Ended:

September 30, 2009

June 30, 2009

March 31, 2009

December 31, 2008

September 30, 2008

30-89 Days

Non-Performing

30-89 Days

Non-Performing

30-89 Days

Non-Performing

30-89 Days

Non-Performing

30-89 Days

Non-Performing

Single-family mortgage

$12,170

$98,390

$9,192

$81,016

$10,237

$78,744

$9,019

$55,663

$5,225

$36,351

Multi-family

5,676

5,643

423

4,794

1,236

4,783

Commercial real estate

3,859

3,368

2,275

1,520

950

571

Construction

3,658

400

3,816

4,105

Other real estate

1,292

1,623

1,000

1,047

Commercial

1,807

1,809

149

619

587

Consumer

116

Total

$12,286

$114,682

$9,606

$97,275

$10,823

$91,248

$9,021

$63,869

$6,182

$45,961

Historical Credit Loss and Allowance Allocation

Consumer

0.0%

Commercial

business

1.5%

Single-family

mortgage

85.8%

Multi-family

mortgage

6.3%

Commercial

real estate

3.6%

Construction

2.7%

Other real

estate

0.1%

Allowance By Loan Category

Management believes that the allowance can be allocated by category only on

an approximate basis. The allocation of the allowance is based upon an asset

classification matrix

(Dollars in Thousands)

For the Quarter Ended,

For the Fiscal Year Ended,

9/30/09

6/30/09

3/31/09

6/30/09

6/30/08

6/30/07

Allowance at beginning of period

$45,445

$42,178

$34,953

$19,898

$14,845

$10,307

Provision for loan losses

17,206

12,863

13,541

48,672

13,108

5,078

Recoveries:

Mortgage loans:

Single-family

160

188

Construction

115

Consumer loans

Total

276

223

Charge-offs:

Mortgage loans:

Single-family

(4,567)

(9,389)

(6,350)

(22,999)

(6,028)

(535)

Multi-family

(132)

(335)

Commercial real estate

(104)

Construction

(73)

(1,911)

Other

(149)

(29)

(216)

Consumer loans

(2)

(3)

(2)

(9)

(4)

(6)

Total

(4,701)

(9,645)

(6,381)

(23,401)

(8,278)

(541)

Net charge-offs

(4,638)

(9,596)

(6,316)

(23,125)

(8,055)

(540)

Allowance at end of period

$58,013

$45,445

$42,178

$45,445

$19,898

$14,845

Loan Portfolio –

Single-Family Mortgage

Current loan balance in comparison to the original appraised value.

At time of loan origination.

Other than the Inland Empire.

Other than the Inland Empire and Southern California.

As of 09/30/2009

2001 & Prior

2002

2003

2004

2005

2006

2007

2008

YTD 2009

TOTAL

Loan Balance (In Thousands)

$11,416

$3,036

$24,799

$92,642

$211,138

$165,996

$106,142

$47,786

$1,473

$664,428

Weighted Avg. LTV (1)

50%

65%

71%

76%

72%

70%

73%

75%

64%

72%

Weighted Avg. Age

(In Years)

15.26

7.11

6.08

5.05

4.20

3.21

2.23

1.49

0.42

3.83

Weighted Avg. FICO (2)

695

697

723

721

731

742

733

743

756

733

Number of Loans

143

275

542

369

202

1,728

Geographic Breakdown (%)

Inland Empire

36%

34%

39%

31%

32%

29%

25%

96%

30%

Southern California (3)

53%

66%

58%

63%

60%

53%

42%

48%

55%

Other California (4)

16%

28%

27%

14%

Other States

100%

Year of Origination

Loan Portfolio –

Multi-Family

Current loan balance in comparison to the original appraised value.

At time of loan origination.

Other than the Inland Empire.

Other than the Inland Empire and Southern California.

As of 09/30/2009

2001 & Prior

2002

2003

2004

2005

2006

2007

2008

YTD 2009

TOTAL

Loan Balance (In Thousands)

Weighted Avg. LTV (1)

Weighted Avg. Debt Coverage Ratio (2)

Weighted Avg. Age

(In Years)

Weighted Avg. FICO (2)

Number of Loans

Geographic Breakdown (%)

Inland Empire

Southern California (3)

Other California (4)

Other States

100%

Year of Origination

$1,975

2.58

14.65

720

$4,247

1.56

6.95

744

$18,401

1.43

6.11

732

$42,268

1.46

5.26

710

$58,933

1.29

4.24

711

$107,900

1.27

3.27

714

119

$103,333

1.25

2.23

701

123

$1,741

1.21

0.62

735

100

$20,081

1.28

1.32

763

$358,879

1.31

3.50

719

463

Loan Portfolio –

Commercial Real Estate

Current loan balance in comparison to the original appraised value.

At time of loan origination.

Other than the Inland Empire.

Other than the Inland Empire and Southern California.

Comprised

the

following:

$29.1

million

Retail;

$26.9

million

Office;

$15.1

million

Light

Industrial/Manufacturing;

$12.1

million

Mixed

Use;

$10.7

million

Medical/Dental

Office;

$6.4

million

Warehouse;

$4.1

million

Restaurant/Fast

Food;

$3.7

million

Mini-

Storage;

$3.1

million

Research

and

Development;

$2.7

million

Mobile

Home

Parks;

$1.9

million

Hotel

and

Motel;

$1.8

million

Automotive

–

Non

Gasoline;

$1.3

million in Schools; and $819,000 in Other.

Consisting of $76.1 million or 63.6% in investment properties and $43.6 million or 36.4% in owner occupied properties.

As of 09/30/2009

2001 & Prior

2002

2003

2004

2005

2006

2007

2008

YTD 2009

TOTAL (5) (6)

Loan Balance (In Thousands)

$3,268

$6,858

$13,424

$13,220

$20,727

$25,211

$22,659

$6,329

$8,023

$119,719

Weighted Avg. LTV (1)

38%

52%

47%

52%

50%

55%

56%

38%

67%

52%

Weighted Avg. Debt Coverage Ratio (2)

1.42x

1.45x

1.63x

2.23x

2.01x

2.45x

2.34x

1.74x

1.19x

2.03x

Weighted Avg. Age

(In Years)

14.68

7.21

6.27

5.20

4.20

3.18

2.25

1.43

0.40

4.02

Weighted Avg. FICO (2)

750

735

730

713

710

724

717

756

722

Number of Loans

155

Geographic Breakdown (%)

Inland Empire

78%

96%

51%

49%

72%

26%

45%

80%

51%

Southern California (3)

19%

49%

51%

28%

73%

47%

93%

46%

Other California (4)

Other States

20%

100%

Year of Origination

Investment Portfolio

U.S.

government