E-Mail: [email protected]

Cash and balances due

Investment securities

Fed Funds sold

Net loans

Other assets

TOTAL ASSETS

Deposits

Short-term borrowings

Long-term debt

Other liabilities

TOTAL LIABILITIES

Preferred stock

Common stock and additional paid-in capital

Warrants

Discount on preferred stock

Retained earnings

Accumulated other comprehensive loss

TOTAL SHAREHOLDERS' EQUITY

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY

CAPITAL RATIOS

Leverage (Tier 1 capital to assets)

Tier 1 capital to risk-weighted assets

Total capital to risk-weighted assets

(1)    Proceeds of the preferred stock issuance are allocated between the estimated relative fair values of the preferred stock and the warrants.

(2)    The proceeds from the Capital Purchase program are assumed to be invested in fed funds sold.

Interest income

Interest expense

Net interest income

Provision for credit losses

Net interest income after provision for credit losses

Noninterest income

Noninterest expense

Income before income taxes

Income tax expense

Net income

Preferred stock dividends

Net income available to common stockholders

Earnings per common share

Basic

Diluted

Average shares outstanding basic

Diluted (3)

Interest income

Interest expense

Net interest income

Provision for credit losses

Net interest income after provision for credit losses

Noninterest income

Noninterest expense

Income before income taxes

Income tax expense

Net income

Preferred stock dividends

Net income available to common stockholders

Earnings per common share

Basic

Diluted

Average shares outstanding basic

Diluted (3)

(1)    Assumes the Capital Purchase Program proceeds are used to invest in daily fed funds sold for the period at a rate of .50%. The actual impact to net interest income would be different as OptimumBank Holdings expects to utilize a portion of the proceeds for lending . However, such impact cannot be estimated at this time as the impact would vary based on the timing when the loans are funded and the actual pricing of any such loans.

(2)    Consists of preferred stock dividends at a 5% annual rate as well as accretion of discount on preferred stock upon issuance. The discount is determined based on the value that is allocated to the warrants upon issuance. The discount is accreted back to par value on a constant effective yield method (approximately 7%) over a five year term, which is the expected life of the preferred stock upon issuance. The estimated accretion is based on a number of assumptions which are subject to change. These assumptions include the discount (market rate at issuance) rate on the preferred stock, and assumptions underlying the value of the warrants. The proceeds are allocated based on the relative fair value of the warrants as compared to the fair value of the preferred stock. The fair value of the warrants is determined under a Black-Scholes model. The model includes assumptions regarding OptimumBank Holdings’ common stock price, dividend yield, stock price volatility, as well as assumptions regarding the risk-free interest rate. The lower the value of the warrants, the less negative impact on net income and earnings per share available to common shareholders. The fair value of the preferred stock is determined based on assumptions regarding the discount rate (market rate) on the preferred stock (currently estimated at 14%). The lower the discount rate, the less negative impact on net income and earnings per share available to common shareholders.

(3)    As described in the Section titled “Terms of the Capital Purchase Program,” the Treasury would receive warrants to purchase a number of shares of our common stock having an aggregate market price equal to 15% of the proceeds on the date of issuance with a strike price equal to the trailing twenty day trading average prior to November 14, 2008. This pro forma assumes that the warrants would give the Treasury the option to purchase 144,265 shares of OptimumBank Holdings' common stock assuming maximum proceeds, and 48,088 shares of OptimumBank Holdings common stock assuming the minimum proceeds. The pro forma adjustment shows the increase in diluted shares outstanding assuming that the warrants had been issued on January 1, 2007 at a strike price of $4.76 (based on the trailing 20 day OptimumBank Holdings' average share price as of November 14, 2008) and remained outstanding for the entire period presented. The treasury stock method was utilized to determine dilution of the warrants for the period presented. The strike price of $4.76 was compared to OptimumBank Holdings' average daily stock price during 2007 of $8.44.

(4)    Assumes a combined Federal and State income tax rate of 37.63%.

/s/ Richard L. Browdy