Some of the matters discussed below include forward-looking statements within the meaning of the federal securities laws. Forward-looking statements often use words such as "may," "will," "believe," "expect," "estimate," "anticipate", "continue" or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. Our actual results and the actual outcome of our expectations and strategies could be materially different from those anticipated or estimated for the reasons discussed below and the reasons under the heading "Information Regarding Forward Looking Statements."

Overview

WSB Holdings became the holding company of the Bank as of January 3, 2008, and reports financial results on a calendar year basis. The Bank continues to exist as a federally chartered savings bank and to be managed by its board of directors and officers in place prior to the holding company reorganization.

We operate a general commercial banking business, attracting deposit customers from the general public and using such funds, together with other borrowed funds, to make loans, with an emphasis on residential mortgage, commercial and construction lending. Our results of operations are primarily determined by the difference between the interest income and fees earned on loans, investments and other interest-earning assets and the interest expense paid on deposits and other interest-bearing liabilities. The difference between the average yield earned on interest-earning assets and the average cost of interest-bearing liabilities is known as net interest-rate spread. Our principal expense is the interest we pay on deposits and other borrowings. The difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities is referred to as net interest income. Net interest income is significantly affected by general economic conditions and by policies of state and federal regulatory authorities and the monetary policies of the Federal Reserve Board. Our net income is also affected by the level of our non-interest income, including loan-related fees, deposit-based fees, rental income, operation of our service corporation subsidiary, gain on sale of real estate acquired in settlement of loans, and gain on sale of loans, as well as our non-interest and tax expenses.

During this period of economic slowdown, the effects of which, including declining real estate values resulting in asset impairment and tightening liquidity, has particularly impacted the banking industry in general, management continues to stress credit quality within both our loan and investment portfolios. Management continues efforts to ensure diversity in our loan portfolio which includes residential lending, commercial real estate and commercial and industrial lending (more commonly referred to as business lending). Management believes that such diversification will be appropriate and beneficial in dealing with interest rate spread compression and portfolio risk management, although such diversification continues to be significantly hampered by the current economic slowdown. As part of maintaining a more diversified loan portfolio, we have established commercial business and commercial real estate lending departments staffed with experienced lenders in an effort to ensure that we have in place the necessary structure to expand our nonresidential loan portfolio. This change is particularly important given the current state of the residential housing markets and our prior reliance on residential construction and mortgage origination. To expand its commercial customer deposit base, the Bank has implemented remote deposit capture services for commercial customers. This service compliments the Bank's PC Banking platform and provides us a commercially viable means to serve the depository needs of businesses beyond our branch network. We believe that the expansion of our commercial base is significant to the profitability of the Bank in that commercial customers provide lower cost deposit funding, with commercial loan borrowings structures that re-price to interest rate changes under terms that are favorable to the Bank. Management believes that interest rates and general economic conditions nationally and in our market area are most likely to have a significant impact on our results of operations. We carefully evaluate all loan applications in our attempt to minimize our credit risk exposure by obtaining a thorough application with enhanced approval procedures; however, there is no assurance that this process can reduce lending risks. Additionally, management reviews models and has established benchmark interest rate risk measures, and maintains procedures to assure that our interest rate risk remains within the established limits. If our interest rate risk under these models exceeds the established benchmark rate, management develops a plan to bring interest rate risk back within the established limits.

Both basic and diluted EPS amounts are shown on the Consolidated Statements of Operations. However, "basic" earnings per share is utilized in this report's narrative when per share amounts are listed, unless otherwise stated.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of consolidated financial statements requires management to make judgments in the application of certain of its accounting policies that involve significant estimates and assumptions about the effect of matters that are inherently uncertain. These estimates and assumptions are based

on information available as of the date of the financial statements, and may materially impact the reported amounts of certain assets, liabilities, revenues and expenses as the information changes over time. Accordingly, different amounts could be reported as a result of the use of revised estimates and assumptions in the application of these accounting policies.

Accounting policies considered relatively more critical due to either the subjectivity involved in the estimate and/or the potential impact that changes in the estimates can have on the reported financial results include the accounting for the allowance for loan losses. Information concerning this policy is included in the "Critical Accounting Policies" section of Management's Discussion and Analysis in our Form 10-K for the year ended December 31, 2008 ("2008 Form 10-K"). There were no significant changes in this accounting policy during the nine months ending September 30, 2009.

Consolidated Results of Operations

Net loss for the three and nine months ended September 30, 2009 was $4.4 million, or $0.55 per basic and diluted share, and $5.9 million, or $0.75 per basic and diluted share, respectively, compared to net loss of $1.1 million or $0.14 per basic and diluted share and $92,000 or $0.01 per basic and diluted share, respectively, for the corresponding 2008 periods. Net loss for the three and nine month periods ended September 30, 2009, increased $3.3 million, or 305% and $5.8 million, or 6340%, respectively, over the same periods last year.

The increase in net loss for the three month period ending September 30, 2009, is primarily the result of allocating an additional $6.6 million to our Allowance for Loan Losses. The decrease in net income also reflects a 119% decrease in non-interest income compared to the same period last year. The decrease is non-interest income is primarily the result of an other-than-temporary impairment of $692,800 on one of our mortgage-backed securities.

The decrease in net income for the nine month period ending September 30, 2009 is primarily the result of the Bank allocating an additional $9.4 million to its Allowance for Loan Losses. Non-interest income also decreased $1.3 million. The decrease in non-interest income is the primarily the result of an other-than-temporary impairment charge of $692,800 of one of our mortgage-backed securities, a decrease in the gain on the sale of investment securities available for sale of $437,000 and a loss of $114,000 on the sale of real estate acquired in settlement of loans, offsetting an increase of $199,700 on the gain on sale of loans sold in the secondary market. Additionally, we recognized an expense on our real estate owned properties of approximately $469,000 during the nine month period ending September 30, 2009.

While the investment portfolio continues to be in an unrealized loss position as of September 30, 2009, most of the securities are either agency securities or highly rated. However, as of September 30, 2009, there have been five mortgage-backed securities that have been rated less than investment grade by at least one agency. We continue to aggressively monitor the performance of these securities and the underlying collateral, and report an other-than-temporary impairment on only one of these downgraded mortgage-backed securities. See Note 6 to our consolidated financial statements for a full explanation. At the present time, no other investments have been designated as other than temporarily impaired.

Interest Income/Expense

Total interest income decreased $547,000, or 8.2%, and $1.8 million, or 8.8% for the three and nine month periods ending September 30, 2009, compared to the corresponding periods last year, due primarily to a decrease in the average volume and average yield on interest-earning assets.

The average nine month balance of interest-earning assets increased to $431.0 million for the nine months ending September 30, 2009 from $427.2 million for the nine months ending September 30, 2008, due primarily to an increase in loans held-for-investment and federal funds, offsetting the decrease in investment securities. The average yield on interest-earning assets decreased to 5.82% from 6.38%. Short-term investment securities that were called were reinvested in mortgage-backed securities, consistent with a savings and loan association charter. The investment in short-term securities was being used to maintain liquidity for future loan growth as we restructured the existing loan portfolio under the business plan with a transition into a more diversified loan portfolio. Additionally, we experienced an increase in non-accrual loans during the period which also negatively impacted the yield on interest-earning assets for the period ending September 30, 2009.

Total interest expense decreased $400,000, or 10.5%, and $1.1 million, or 9.7%, respectively, for the three and nine month periods ended September 30, 2009, compared to the same periods in the prior year. The decrease was primarily attributable to a decrease in the average interest rate on our interest-bearing liabilities. For the nine month period ended September 30, 2009, our average interest-bearing liabilities were $394.1 million with an average rate of 3.60%, compared to $388.4 million with an average rate of 4.05%, for the corresponding period last year.

Net interest income decreased $146,000, or 5.1%, and $664,000, or 7.5%, respectively, for the three and nine month periods ended September 30, 2009, compared to the same periods in the prior fiscal year. Due to a lower average return on our interest-earning assets, our net interest rate spread decreased to 2.54% for the nine month period ended September 30, 2009 from 2.77% for the same period in the prior year. The ratio of our interest-earning assets to interest-bearing liabilities decreased to 109.37% from 110.00%.

With the current state of the residential housing markets, including reduced property values, reduced sales and increased foreclosures, as well as our prior reliance on residential construction and mortgage origination, we are continuing efforts to expand our commercial loans and commercial real estate loans based on both management's determination that it is prudent to reduce our reliance on a sector that is currently unstable and on decreased opportunities to originate construction and mortgage loans.

We are currently experiencing a compression of our interest rate margins due to slowing demand for loans and lower yields on loan originations and investment security offerings. This lower interest rate environment for loans and investment securities compresses the interest rate spread by reducing interest income. We believe that the continued decline of prevailing rates on fixed rate deposits and Federal Home Loan Bank advance funding structures will be favorable to us as existing fixed rate instruments re-price to lower market rates, reducing interest expense; we expect this favorable impact to continue since we have significant re-pricing opportunities in the next two fiscal quarters. Interest rate margins will be further enhanced when economic conditions begin to become more favorable to lending and funds currently held in investment securities can be redirected back into the loan portfolio.

Allowance for Loan Losses

Our loan portfolio is subject to varying degrees of credit risk. Credit risk is mitigated through portfolio diversification, and limiting exposure to any single customer or industry. We maintain an allowance for loan losses (the "allowance") to absorb losses inherent in the loan portfolio. The allowance is based on careful, continuous review and evaluation of the loan portfolio, along with ongoing, quarterly assessments of the probable losses inherent in that portfolio. The methodology for assessing the appropriateness of the allowance includes: (1) a formula allowance reflecting historical losses by credit category; (2) the specific allowance for risk rated credits on an individual or portfolio basis; and (3) a nonspecific allowance which accounts for risks not reflected by the other two components of the methodology. The amount of the allowance is reviewed monthly by our Loan Committee, and reviewed and approved monthly by the Board of Directors.

The allowance is increased by provisions for loan losses, which are an expense. Charge-offs of loan amounts determined by management to be uncollectible or impaired decrease the allowance, while recoveries of loans previously charged-off are added back to the allowance. We make provisions for loan losses in amounts necessary to maintain the allowance at an appropriate level, as established by use of the allowance methodology.

Under the methodology, we consider trends in credit risk against broad categories of homogenous loans, as well as a loan by loan review of loans criticized or classified by management. Classified loans exceeding $300,000 are individually evaluated quarterly as part of the calculation of the adequacy of the allowance.

The current economic environment has led to an increased volume in loan delinquencies, an increase of internally criticized loans, and the devaluation of real estate collateral used to secure some of these loans. Additionally, we continue efforts to increase in our commercial real estate and commercial lending portfolio, for which management uses a higher reserve factor than traditional mortgages due to a historical loss history of both the Bank and industry indicating a higher risk of default for commercial loans. The allowance for loans losses is very subjective in nature, relying significantly on historical loss experience, collateral valuations available to management on specific loans, and economic conditions. Management believes that given the continued problems within the economy and its impact on our loan portfolio as well as the inherent risk within the portfolio that it was appropriate to increase the existing allowance level by $6.6 million and $9.4 million for the three and nine months ending September 30, 2009.

During the nine months ended September 30, 2009, the allowance increased in net by $4.9 million or 99.0%, to $9.9 million at September 30, 2009 from $5.0 million at December 31, 2008, as a result of net charge-offs of approximately $4.4 million and the $9.4 million addition to the allowance. At September 30, 2009, the allowance was 3.91% of total loans held-for-investment, compared to 2.06% of total loans held-for-investment, at December 31, 2008.

During the nine months ended September 30, 2009, we have experienced a noticeable increase in charge-offs in our loan portfolio as well as an increase in our loans held-for-investment portfolio, which was considered in management's analysis of the adequacy of the allowance during the period, and at period end.
The fair value of impaired loans is estimated using one of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring a specific allowance represent loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. At September 30, 2009, substantially all of the impaired loans were evaluated based upon the fair value of the collateral. Management's analysis of our impaired loans represents a level of reserves of approximately $4.3 million for the period ending September 30, 2009 compared to approximately $2.8 million at December 31, 2008. The increase in charge-offs and our loans-held-for-investment during the period, including with respect to the value of the collateral securing such impaired loans, resulted in an overall effect of an increase in the allowance as a percentage of total loans held-for-investments.

Assets subject for our Loan Committee review include loans which meet our criteria for classification as sub-standard due to collateral deficiencies that may reflect inherent losses. Based on the review of the individual loans involved, management estimates inherent losses. We continue to assess the allowance as new and relevant data is obtained. Assets subject to our Loan Committee criticism include loans which meet the sub-standard criteria due to collateral deficiencies that may reflect possible losses. Based on the review of the individual loans involved, management estimates probable losses. Management continues to assess the probable losses as new and relevant data is obtained.

We believe that the allowance reflects our best estimate of the probable inherent losses existing in our $253.3 million loans-held for investment portfolio as of September 30, 2009. The $5.7 million loan held-for-sale portfolio has been committed to be purchased by investors at September 30, 2009 and will be settled subsequent to that date.

Our determination of the adequacy of the allowance requires significant judgment, and estimates of probable losses inherent in the loans held-for-investment portfolio can vary significantly from the amounts actually observed. See Critical Accounting Policies in the 2008 Form 10-K. While we use available information to recognize probable losses, future additions to the allowance may be necessary based on changes in the credits comprising the portfolios, changes in the financial condition of borrowers, such as may result from changes in economic conditions, or other considerations determined by management to be appropriate.

In addition, various regulatory agencies, as an integral part of their examination process, periodically review the loan portfolio and the allowance. Such review may result in additional provisions based upon their judgments of information available at the time of each examination.

We have developed a comprehensive review process to monitor the adequacy of the allowance. The review process and guidelines were developed utilizing guidance from federal banking regulatory agencies and relies on relevant observable data. The observable data considered in the determination of the allowance is modified as more relevant data becomes available. The results of this review process support management's view that the allowance reflects probable losses within the loan portfolio as of September 30, 2009.

Changes in the estimation valuations may take place based on the status of the economy and the estimate of the value of the property securing loans, and as a result, the allowance may increase or decrease. Future adjustments could substantially affect the amount of the allowance.

The following occurred during the nine months ending September 30, 2009, which impacted the allowance analysis:

† We experienced defaults in 1-4 family residential loans of approximately $572,000.

†          We experienced defaults in lot loans of approximately $745,000.

†          We experienced defaults in construction residential loans of
approximately $1.2 million.

†          Due to the increase in the commercial and commercial real estate loan

All of the above-referenced loan defaults were charged off to the allowance during the nine months ended September 30, 2009. Also, during the three months ending September 30, 2009, additional loans were partially charged off to the allowance and as a result, we took a provision for the allowance of $6.6 million during the period to ensure that the amount of the allowance was adequate to account for identified and additional unidentified probable losses in our loan portfolio.

We believe our evaluation as to the adequacy of the allowance as of September 30, 2009 is appropriate, and caution the reader that the provisioning for the nine month period is not necessarily indicative of future provisioning. Subjective judgment is significant in the determination of the provision and allowance, manifested in the valuation of collateral, a borrower's prospects of repayment, and in establishing allowance factors and components for the formula allowance for homogeneous loans. The establishment of allowance factors is a continuing exercise, based on management's assessment of the factors and their impact on the portfolio, and that allowance factors may change from period to period, resulting in an increase or decrease in the amount of the provision or allowance, based upon the same volume and classification of loans. A time lag between the recognition of loss exposure in the evaluation of the adequacy of the allowance and a loan's ultimate resolution and/or charge-off is normal and to be expected. See above for discussion of some of the factors that have had a significant impact in the evaluation of the adequacy of our allowance.

We review on a monthly basis the adequacy of the allowance, and make provisions accordingly to meet the

deemed losses within the portfolio. For a better understanding and a more complete description of the allowance and the evaluation process, refer to the 2008 Form 10-K.

As shown below in tabular format, there has been an increase in charge-offs compared to the comparable periods last year. While there has been an increase in loan charge-offs, we believe there are additional, unidentified, probable losses within the portfolio, which may be reflected as charge-offs against the allowance in future quarters as these losses manifest themselves and loan collection efforts continue.

                                  2009                                            2008
                 3rd Qtr         2nd Qtr         1st Qtr         3rd Qtr         2nd Qtr         1st Qtr
Provision
for loan
losses        $   6,600,000   $     250,000   $   2,500,000   $   2,100,000   $           0   $           0

Loan
charge-offs   $   1,513,841   $     673,138   $   2,509,962   $     744,060   $      39,447   $     517,882
Loan
recoveries          230,007          12,048          27,268          31,019           5,669             100
Net
Charge-offs   $   1,283,834   $     661,090   $   2,482,694   $     713,041   $      33,778   $     517,782

Allowance
for loan
losses at
period end    $   9,895,822   $   4,579,656   $   4,990,746   $   5,052,102   $   3,665,143   $   3,698,921
Total loans
held for
investment
at at
period end    $ 253,330,904   $ 252,853,842   $ 248,240,555   $ 236,760,847   $ 230,251,591   $ 228,164,709
Allowance
to total
loans held
for
investment
at period
end                    3.91 %          1.81 %          2.01 %          2.13 %          1.59 %          1.62 %

At September 30, 2009, total non-performing loans were $31.0 million, or 12.22% of total loans held for investment, compared to $18.3 million, or 7.58% of total loans held-for-investment, at December 31, 2008. Non-performing loans consisted of $26.1 million that were non-accrual loans and $99,000 in accruing loans, which were contractually past due more than four months, but with current positions deemed to fully support recovery of principal and interest as of September 30, 2009 and approximately $4.8 million of restructured loans. The allowance is approximately 37.9% of non-accrual loans, versus 27.1% at December 31, 2008. Significant variation in this ratio may occur from period to period because the amount of non-performing loans depends largely on the condition of a small number of individual credits and borrowers relative to the total loan and lease portfolio.

As previously reported, there has been an increase in court caseloads resulting in delays in ratification of foreclosure sale actions by the courts affecting mortgage lenders, including us. This has resulted in both a lengthening of the curing time for delinquent loans and an increase in non-performing asset levels. Recent Maryland legislation intended to provide extended notice periods and other protections to defaulting mortgagors will further delay the resolution of defaulting loans secured by residential properties, both owner and non-owner occupied. We are continuing our practice of working with borrowers to resolve delinquencies, with foreclosure action being the remedy of last resort when reasonable means to cure deficiencies in the best interest of both the Bank and the borrower, consistent with sound banking considerations, are exhausted.

We did not actively participate in "subprime" lending. However, we may be affected by proposed national legislation being considered that would impact the entire financial services industry. This legislation, among other things, is aimed at addressing problems caused by "subprime" borrowers and lenders. If adopted, such legislation may have a negative impact on other areas of residential real estate lending and default resolution, further decreasing real estate values.

Non-Interest Income

Total non-interest income decreased $849,000, or 119.1%, and $1.3 million, or 55.9% for the three and nine month periods ended September 30, 2009, compared to the same periods in the prior year. The decrease for the three month period is primarily attributable to an other than temporary impairment of $693,000 on one of our mortgage-backed securities. A $66,000 decrease on the gain on sale of loans, a $44,000 decrease on the gain on sale of real estate acquired in settlement of loans and a $35,000 decrease in other income also contributed to the decrease in total non-interest income during the three month period. The decrease for the nine month period is

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