UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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Origen Financial, Inc.

(Name of Registrant as Specified In Its Charter)

 

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ORIGEN FINANCIAL, INC.
27777 Franklin Road, Suite 1700
Southfield, Michigan 48034

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 25, 2008

To the Holders of Common Stock of Origen Financial, Inc.:

          Notice is hereby given that the Annual Meeting of Stockholders of Origen Financial, Inc. (“Origen”) will be held at the Birmingham Community House, 380 South Bates, Birmingham, Michigan 48009, on Wednesday, June 25, 2008, at 10:00 a.m., local time. The Annual Meeting (or any adjournment thereof), is being convened for the following purposes:

	(1)		To consider and vote upon the amendment of Origen’s Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to lower the ownership limit of any class or series of our equity stock from 9.25% to 7.5%. The text of the Charter Amendment is attached as Annex A to the proxy statement.
	(2)		To consider and vote upon the Asset Disposition and Management Plan (the “Plan”), which is attached as Annex B to the proxy statement and which includes the following main components:

	a.		The sale of our loan servicing business to Green Tree Servicing LLC, upon the terms and subject to the conditions of the Asset Purchase Agreement attached as Annex C to the accompanying proxy statement; and
	b.		The continued management of our securitized loan portfolios and other remaining assets.

	(3)		To elect six directors to serve until the Annual Meeting of Stockholders to be held in 2009 or until their successors shall have been duly elected and qualified; and
	(4)		To transact such other business as may properly come before the Annual Meeting and any adjournment of the Annual Meeting.

          Only stockholders of record of Origen’s common stock on May 8, 2008, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

          More information about the Charter Amendment, the Plan and other matters relevant to the Annual Meeting appears in the accompanying proxy statement. We urge you to read the accompanying proxy statement and related materials in their entirety and to consider them carefully. Please pay particular attention to the “Risk Factors” beginning on page 14 for a discussion of the risks related to the proposed Charter Amendment and the Plan.

          After careful consideration, Origen’s Board of Directors has unanimously approved the Charter Amendment and the Plan and unanimously recommends that you vote “FOR” approval of the Charter Amendment, “FOR” approval and adoption of the Plan, and “FOR” the election of the nominees for director named in the attached proxy statement.

          If you do not plan to attend the Annual Meeting and you wish to vote in accordance with the Board of Directors’ recommendations, it is not necessary to specify your choices; merely sign, date, and return the enclosed proxy card. If you attend the Annual Meeting, you may withdraw your proxy and vote your own shares.

		By Order of the Board of Directors
		W. ANDERSON GEATER, JR. Secretary

Dated: May 22, 2008

          ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE ENCOURAGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

          The approximate date of mailing of this proxy statement and the enclosed proxy materials is May 26, 2008.

TABLE OF CONTENTS

		Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE PROPOSALS			1
SUMMARY			6
RISK FACTORS			14
Risks Related to the Charter Amendment			14
Risks Related to the Plan			15
Risks Related to Our Securitized Loan Portfolios			18
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			23
THE ANNUAL MEETING OF ORIGEN STOCKHOLDERS			25
Date, Time and Place of the Annual Meeting			25
Purpose of the Annual Meeting; Proposals			25
Record Date			25
Quorum, Abstentions and Broker Non-Votes			25
Vote Required for Approval of the Proposals			26
Voting by Origen’s Directors and Executive Officers			26
Voting of Proxies at the Annual Meeting and Revocation of Proxies			26
Solicitation of Proxies and Expenses			26
Dissenters’ Rights of Appraisal			26
Recommendation of Origen’s Board of Directors			27
PROPOSAL ONE — THE CHARTER AMENDMENT			28
General			28
Background of the Charter Amendment			28
Effects of the Charter Amendment			29
Vote Required to Approve the Charter Amendment			29
Board Recommendation			29
PROPOSAL TWO — THE PLAN			30
General			30
Our Company; Background to the Plan			31
Current Operations			33
Terms of the Plan			36
Operations Post-Plan			36
Use of Proceeds			37
Pro Forma Cash Flow Projections			38
Consideration of the Plan by Origen’s Board of Directors			43
Financial Advisory Fee			49
Fairness Opinion			49
Interests that may not be Aligned with Stockholders			56
Consideration to be Paid to Origen Pursuant to the Plan			58
Material United States Federal Income Tax Consequences of the Plan			58
Material Terms of the Asset Purchase Agreement			58
Regulatory Third Party Approvals			67
Dissenter’s Appraisal Rights			67
Other Material Agreements Relating to the Asset Purchase Agreement			68
Board Recommendation			69

		Page
PROPOSAL THREE — ELECTION OF DIRECTORS			70
Board of Directors and Committees			72
Compensation Committee Interlocks and Insider Participation in Compensation Decisions			74
Communications with the Board			74
Independence of Non-Employee Directors			74
Consideration of Director Nominees			75
MANAGEMENT			77
Executive Officers			77
EXECUTIVE AND DIRECTOR COMPENSATION			79
Compensation Discussion and Analysis			79
Summary Compensation Table			84
Grants of Plan-Based Awards			85
Outstanding Equity Awards at Fiscal Year End			91
Option Exercises and Stock Vested			93
Pension Benefits			93
Non-Qualified Deferred Compensation			93
Disclosure Regarding Termination and Change In Control Provisions			95
Director Compensation			97
Compensation Committee Report			97
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			98
Equity Compensation Plan Information			101
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			101
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			102
Policies and Procedures for Approval of Related Party Transactions			103
REPORT OF THE AUDIT COMMITTEE			103
INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			105
GENERAL INFORMATION			105
Annex A — Charter Amendment			A-1
Annex B — Asset Disposition and Management Plan			B-1
Annex C — Asset Purchase Agreement			C-1
Annex D — Voting Agreement			D-1
Annex E — Fairness Opinion			E-1

RISK FACTORS

          In considering whether to vote in favor of the Plan, you should carefully consider all of the information included in this proxy statement and the annexes hereto, including the matters addressed in “Cautionary Note Regarding Forward-Looking Statements” beginning on page ___. In addition, you should carefully consider the following risk factors considered by us, based upon the information available to us, to be material to the approval of the Charter Amendment and the Plan, including the sale of our Servicing Platform pursuant to the APA. While these factors are important, we have not been able to quantify all of the potential effects that will result from the Charter Amendment and the Plan, and we may not have anticipated other material risks that will result from the Charter Amendment and the Plan and the transactions to be consummated thereunder.

Risks related to the Charter Amendment

          Ownership limits may have an anti-takeover effect.

          Our certificate of incorporation currently contains restrictions on ownership of any class or series of our equity stock by an individual, calculated on a look-through basis. These restrictions are necessary in order to comply with REIT requirements, but they may have the effect of discouraging a change of control of the Company and may also: (1) deter tender offers for the common stock, which offers may be advantageous to stockholders; and (2) limit the opportunity for stockholders to receive a premium for their common stock that might otherwise exist if an investor were attempting to assemble a block of common stock in excess of the ownership limit or otherwise effect a change of control of the Company. Lowering the current 9.25% ownership limit to 7.5% may further discourage a change of control of the Company.

          The Charter Amendment does not guarantee that we will be in compliance with all REIT requirements and will not apply to all stockholders.

          Although the Charter Amendment is intended to assist us in complying with REIT requirements, qualification as a REIT involves the satisfaction of numerous requirements (some on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations, and it also involves the determination of various factual matters and circumstances not entirely within our control. In particular, the 5/50 rule states that with regard to REITs, five or fewer stockholders cannot beneficially own more than 50%, by value, of our outstanding equity stock. Our certificate of incorporation currently limits the percentage of shares of our equity stock that can be beneficially owned by any individual stockholder. The Board of Directors is permitted by our certificate of incorporation to grant an exemption from such ownership limitation. Frequent changes may occur in the area of REIT taxation, which require us to continually monitor our tax status.

Risks Related to the Plan

          Failure to qualify as a REIT may subject us to corporate income taxes.

          To maintain our status as a REIT we must, among other things, continue to derive income from qualified sources, including the receipt of interest income from real estate assets (such as our securitized loan portfolios). If we fail to qualify as a REIT, either inadvertently or because our Board of Directors determines that no longer qualifying as a REIT is in the best interests of the Company, we would be taxed as a corporation for federal income tax purposes and would be liable for federal income taxes at the corporate rate with respect to our income from operations for the taxable year in which our qualification as a REIT terminates and in any subsequent years.

          We value our status as a REIT under the Code because so long as we qualify as a REIT and distribute at least 90% of our taxable income, we generally would not be subject to federal income tax on the taxable income distributed to stockholders. While our Board of Directors does not presently intend to terminate our REIT status, our Board of Directors may take actions which would result in a loss of REIT status.

          While we expect to comply with the requirements necessary to qualify as a REIT in any taxable year, if we are unable to do so, we will, among other things (unless entitled to relief under certain statutory provisions):

	•		not be allowed a deduction for dividends paid to stockholders in computing our taxable income;
	•		be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates;
	•		be subject to increased state and local taxes; and
	•		be disqualified from treatment as a REIT for the taxable year in which we lose our qualification and for the four following taxable years.

          You will not receive any cash distributions from the asset sales contemplated by the Plan.

          If you approve the Plan, any proceeds from the asset sales contemplated pursuant to the Plan will be applied to satisfy our liabilities and other obligations and for general working capital purposes.

          There can be no assurance that the transactions contemplated by the APA will be consummated.

          Even if stockholders approve the Plan, there can be no assurance that we will be able to consummate all of the transactions contemplated by the APA. The sale of our Servicing Platform to Green Tree pursuant to the APA is subject to certain conditions, some of which are beyond our control, and we may be liable to pay Green Tree a fee of $1,250,000 if certain of such conditions are not met and the sale does not close. If we are unable to consummate the sale of the APA, then we may need to secure alternative financing in order to meet our continuing debt obligations. To date, we have incurred fees of approximately $ 2,000,000 in connection with our search for strategic alternatives and negotiation of the APA. We will be obligated to pay additional fees and expenses in connection with the proposed sale of the Servicing Platform even if the sale is not consummated.

          The purchaser of our Servicing Platform will have substantial control over management of the loans in our securitized loan portfolios.

          If we complete the sale of the Servicing Platform, then the ability to properly service the accounts will be under the control of Green Tree. Proper execution of loan servicing affects the value of our residual interests in our securitized loan portfolios. Further, the servicer of such loans will have control over whether or not to exercise the redemption rights with regard to the various securitizations which may affect the amount of distributions, if any, that are available to us and consequently to our stockholders. See “Proposal Two – Current Operations – Management of Residuals in Securitized Loan Portfolios.”

          The termination fee and restrictions on solicitation contained in the APA and the terms of the voting agreement may discourage a sale of the Servicing Platform to another buyer.

          Pursuant to the APA, with some exceptions, Origen is prohibited from initiating or engaging in discussions with third parties regarding the sale of the Servicing Platform. Origen also agreed to pay a termination fee of $1,250,000 to Green Tree if the Board withdraws or modifies its approval for the APA, or if the APA is terminated under certain circumstances and we sell all or a substantial portion of the Servicing Platform to another entity within twelve months of such termination. See “Proposal Two — The Plan – Material Terms of the Asset Purchase Agreement.” In addition, holders of approximately 30.1% of our outstanding common stock as of the record date have entered into a voting agreement with an affiliate of Green Tree under which they have agreed to vote in favor of the Plan, including the sale of the Servicing Platform pursuant to the APA. See “Proposal Two — The Plan – Other Material Agreements Relating to the Asset Purchase Agreement – Voting Agreement.” These provisions could discourage other companies from bidding on Origen’s Servicing Platform even though such companies may be willing to offer greater value than Green Tree.

          Certain of our officers and directors and other parties have interests that may be different from the interests of stockholders and that may influence their support of the Plan.

          The closing of the sale of the Servicing Platform will trigger certain provisions in the employment agreements of certain of our executive officers, including Ronald A. Klein, our Chief Executive Officer, in the event that such executives remain employed by the Company or if their employment terminates under certain circumstances. Such circumstances will entitle them to change in control payments or retention bonuses to be paid by Origen pursuant to their respective employment agreements. See “Proposal Two — The Plan – Interests that may not be Aligned with Stockholders,” “Executive and Director Compensation – Material Information Relating to Summary Compensation Table and Grants of Plan Based Awards – Employment Agreements” and “Executive and Director Compensation – Disclosure Regarding Termination and Change in Control Payments.”

          In addition, upon the closing of the sale of the Servicing Platform, all unvested shares of restricted stock issued under our equity incentive plan will vest. On the expected closing date, our directors and executive officers collectively will own approximately 388,837 restricted shares that will vest upon the closing. See “Proposal Two — The Plan – Interests that may not be Aligned with Stockholders.”

          In two separate loan transactions, we have borrowed $15 million and $46 million from the Davidson Trust, an affiliate of William M. Davidson. Mr. Davidson is the sole member of Woodward Holding, LLC. Paul A. Halpern, the Chairman of our Board of Directors, is the sole manager of Woodward Holding, LLC and is employed by Guardian Industries Corp. and its affiliates, of which Mr. Davidson is the principal. Proceeds from the sale of the Servicing Platform to Green Tree will be used to pay off the $15 million loan and to pay down not less than $10 million of the $46 million loan. See “Proposal Two — The Plan – Use of Proceeds” and “Certain Relationships and Related Party Transactions.”

          The foregoing arrangements may influence certain of our officers and directors to support the Plan and the sale of the Servicing Platform to Green Tree.

          Our common stock could be delisted.

          Our Board of Directors may determine, as a result of significantly reduced operations, that the costs of being a publicly traded company (and the requisite reporting to the SEC) outweigh the benefits. If our stock is no longer publicly traded, then it will be difficult to sell your shares, and if we are no longer a reporting company then any sale will have to comply with securities regulations governing the sales of securities of non-reporting companies.

          Our common stock currently is listed on the NASDAQ. In order to maintain our current status, we must meet certain minimum standards. If we carry out the transactions pursuant to the Plan, the NASDAQ may seek a delisting of our securities from trading in the event the Company does not meet such requirements. In such case we would terminate our obligations to file reports with the Securities and Exchange Commission. If the Plan is implemented on the timetable estimated by management, we expect that our 10-K for the fiscal year 2008, due in March 2009, will be the last financial report we file with the SEC. Thereafter, we would not file quarterly, annual or interim reports with the SEC. No assurance can be given that we will continue to meet the ongoing qualification standards following consummation of some or all of the asset sales pursuant to the Plan, as we would not be subject to other requirements of reporting companies. Although the Company would not be required to file reports with the SEC, the Company intends to voluntarily make available to stockholders quarterly and annual audited financial statements and other material information regarding its operations through its website and otherwise, although there can be no assurance that such information would be provided as frequently or as in such detail as the reports required to be filed with the SEC. This may affect individual stockholders’ ability to dispose of their shares in the future.

          Dependence upon key employees.

          The successful execution of the components of the Plan will require the efforts of certain of our key employees. If the Plan is adopted and the sale of the Servicing Platform is consummated, then our executive officers must remain with the Company for a period of time post-closing in order to receive their change-in-control payments pursuant to their employment agreements. If the sale of the Servicing Platform is not consummated, then we intend to address this concern by implementing retention bonuses for our executive officers. We have granted

retention bonuses to certain of our key employees as an incentive for them to stay in the service of the Company. However, there can be no guarantee that such executive officers or other key employees will continue in their service with the Company. See “Executive and Director Compensation – Disclosure Regarding Termination and Change in Control Provisions”.

Risks Related to Our Securitized Loan Portfolios

          The timing and amount of the cash distributions to be received by us will be largely dependent on cash flows from our securitized loan portfolios which are subject to numerous factors and events which may be beyond our control.

          The timing and amount of cash distributions to us with respect to our securitized loan portfolios is not fixed and will be largely determined by the rate and timing of payments on the related manufactured housing loans and contracts that comprise our securitized loan portfolios (including prepayments and collections upon defaults, and by the rate and timing of losses incurred on such loans and by adjustments of the interest rates of certain classes of the underlying notes).

          The cash distributions to be received by us with respect to the securitized loan portfolios are subordinated in right of payment to the securitization noteholders and to other fees and expenses of the underlying securitization trusts.

          Payments on the loans in each securitized loan pool will be available to make distributions to us only after payment of principal and interest due to the securitization noteholders, servicing fees, trustee fees, administrative fees, and payment of other related specified reimbursements and expenses, including where applicable insurance premiums, net swap payments, and broker dealer fees. Consequently, the amount of excess cash flow available for distribution to us, and ultimately to our stockholders is extremely sensitive to losses on the underlying loans (and the timing thereof), because certain amounts of realized losses with respect to a securitized loan pool will be absorbed in the first instance by us, either by reduction in amounts otherwise to be received by us or by a reduction in the amount of overcollateralization provided to the securitization noteholders by the loan in the related unpaid loan pool.

          The delinquency rate, prepayment rate and loss rate on the loans in a securitized loan pool will affect the timing and amount of cash flow that we will receive with respect to excess interest.

          Excess interest occurs because more interest is required to be paid by the borrowers than is necessary to pay the interest due to the securitization noteholders and the expenses of the securitization trust. To the extent excess interest exists and certain provisions are met, then it will be distributed to us. However, the amount and timing of the excess interest cash flow that will be received with respect to a securitized loan pool will be sensitive to delinquency rates, prepayment rates, and the amount and timing of realized losses on the related loans in the related securitized pool. The amount of cash flow to us in respect of excess interest could be negatively affected by many factors, including but not limited to the following: (a) higher delinquency rates, (b) a rapid rate of principal prepayments for loans with higher note rates than the underlying loan pools’ average note rate and conversely slowing principal prepayments for loans with lower note rates than the underlying loan pools’ average note rate, and (c) higher realized losses on the underlying loans.

          The overcollateralization requirement of each securitized loan pool will affect the amount and timing of any distributions to be received by us and consequently our stockholders.

          Each securitized loan pool is subject to an overcollateralization requirement. The required overcollateralization amount for each underlying securitization trust will be determined as set forth in the related underlying indenture and sale and servicing agreement. Overcollateralization is the excess of the aggregate outstanding scheduled principal balance of the loans in the related securitized loan pool over the aggregate principal amount of the related securitization notes.

          The related required overcollateralization amount with respect to a securitized loan pool must be satisfied and continue to be satisfied prior to us receiving a cash distribution on any distribution date. At such time and if other conditions are satisfied, then collections of principal that would otherwise be distributed as a payment of principal to the related securitization noteholders will instead be received by us. However, if certain conditions are not met or the amount of overcollateralization is not satisfied, then all cash payments, including excess interest and principal payments, will be paid to the noteholders as additional principal payments until such time as the overcollateralization amounts and other requirements are satisfied. Realized losses on the related loans will have the effect of reducing the overcollateralization in the related securitized loan pool and will therefore reduce the amount distributable to us and ultimately distributable to our stockholders. Although the application of excess interest may restore a reduction in the overcollateralization amount, there can be no assurance that excess interest will be available for this purpose. There may be significant periods during which no or limited distributions will be made to us, and therefore to our stockholders, in respect of our retained interests in securitized loan pools.

          The distribution triggers that are required to be satisfied for each securitized loan pool will affect the amount and timing of distributions to be received by us and consequently, our stockholders.

          Each securitized loan pool is subject to distribution triggers related to maximum delinquency rates, current loss rates and cumulative loss rates on the underlying loan pools. If any one of the triggers is not satisfied on any particular distribution date and certain other conditions exist, then no cash distributions would be made to us on that date and all principal payment amounts and any excess interest amounts would be distributed to the noteholders to satisfy their interest payment due or as additional payments of principal. Certain triggers, in particular the cumulative loss triggers, that when not satisfied during one month may not ever be able to be satisfied, and this would prevent us from receiving further cash distributions during the remaining term of that particular securitization trust.

          Unless purchased by the servicer or by us on a redemption date, the mandatory obligation of the trustee to attempt to auction the collateral to pay off noteholders under certain circumstances may reduce or eliminate our remaining residual interests in the loans.

          Each securitized loan portfolio is structured such that, when the aggregate outstanding principal balance of the notes has declined to a level less than or equal to 20% of the original aggregate principal balance, then the servicer of such portfolio has the option to purchase the remaining mortgage loans from the trust, causing the securitization trust to repay its outstanding notes and terminate the trust. If the servicer of such portfolio exercises the redemption right, then to the extent the aggregate loan balances exceed the remaining securitized note balance and the trust termination fees and costs, then the Company will be paid that excess amount. However, if the servicer does not exercise its redemption right, then we will have the option to do so. Although we currently intend to exercise the redemption right for each securitization trust in such an instance, our Board of Directors will have the discretion to make such decision. Further, if the Company does not have sufficient funds available to do so, or if it cannot secure financing on acceptable terms, then the trustee under the applicable securitization trust is required to attempt to sell the underlying loans at auction. The trustee must accept the highest offer at auction so long as the offer price can satisfy all of the obligations of the trust, including payment in full of the interest and principal of the notes, any swap termination payments, and any other trust expenses. The trustee will not be obligated to distribute any cash to us as the holder of the trust certificate evidencing the residual interests unless such cash is available after satisfying all of the trust obligations, including payment in full of notes issued by the trust. Therefore, in an auction scenario the value of our residual interest in such securitized loan portfolios may be decreased or eliminated. If the trustee cannot sell the underlying loans in the initial auction for a minimum price that is sufficient to satisfy all obligations of the trust (including all expenses and swap termination fees, if any) and principal and interest amounts owing to noteholders, then all residual interest cash flow that would have been distributed to the Company would be distributed instead to the noteholders as additional principal payments until such time as (i) the notes are paid in full or, (ii) the servicer or the Company purchases the loans on a subsequent redemption date, or (iii) a subsequent auction is successful.

          In addition, the indenture with respect to each securitized loan portfolio includes events of default which, if they occur and are not cured within the applicable cure period, entitle the loan servicer to declare an event of default and cause the trustee to liquidate the loans, thereby causing a reduction in our residual asset value.

          If a securitized loan pool were liquidated under the auction process as an event of default or pursuant to the mandatory auction, we would only be entitled to receive that portion of the proceeds on the underlying loans in excess of that required to make payment in full of the principal and accrued and unpaid interest to the securitization noteholders, plus any unpaid fees and expenses of the servicer and the trustees, and any unpaid amounts owed to the note insurer and swap provider. There can be no assurance that there would be any such excess cash flow and if such excess cash flow were received, it likely would be substantially less than the amount that we would have received had a redemption by the servicer occurred.

          We will depend upon key individuals to successfully manage our residual interests in our securitized loan portfolios.

          The successful management of our residual interests in our securitized loan portfolios requires the expertise of people familiar with the underlying loan collateral and the complex securitization provisions and their associated issues. There can be no guarantee that such individuals will remain with or be available to the Company.

          The market value of the manufactured houses underlying the securitized loans may decline faster than the outstanding principal balance of such loans

          The market value of a manufactured house may decline faster than the outstanding principal balance of the loan for that house and can be or become lower than the outstanding principal balance of the related contract. If the value of the manufactured houses securing a pool of manufactured housing loans declines faster than expected, then losses on the contracts will increase in the event that defaults, repossessions or foreclosures occur with respect to the contracts. Losses will decrease the value of our residual interests in, and resulting distributions from, the applicable securitized portfolio.

          Our hedging strategies may not be successful in mitigating our risks associated with interest rates.

          Our hedging strategies use derivative financial instruments, such as interest rate swap contracts, to mitigate interest rate risk and variability in cash flow on our securitized loan pools. These derivative instruments are intended to provide income and cash flow to offset potential increased interest expense and potential variability in cash flow under certain interest rate environments. However, there can be no assurance that our hedging activities will have the desired beneficial impact on our financial condition, results of operations or cash flows. Moreover, no hedging activity can completely insulate us from the risks associated with changes in interest rates and prepayment rates.

          Our business may be significantly harmed by a slowdown in the economy of California or in other states where we have a high concentration of manufactured housing loans.

          As of April 30, 2008, approximately 39.9% of the unpaid principal amounts of the manufactured housing loans in our securitized loan portfolios are attributable to loans on manufactured houses located in California. An overall decline in the economy or the residential real estate market in California or in any other state in which we have a high concentration of loans could decrease the value of manufactured houses and increase the risk of delinquency. This, in turn, would increase the risk of default, repossession or foreclosure on manufactured housing loans in our securitized loan portfolios and decrease the value of our residual interests in such portfolios. In addition, properties located in some states, such as California, may be more susceptible than houses located in other parts of the country to certain types of uninsured hazards, such as earthquakes, wildfires, hurricanes, floods, mudslides and other natural disasters.

          Our stockholders may suffer negative tax consequences resulting from our ownership of residual interests in taxable securitized loan pools.

          We have completed securitizations of manufactured housing loans using a taxable mortgage pool structure and have retained the residual interest in these securitizations through a qualified REIT subsidiary. The U.S. Treasury Department has authority to issue regulations treating a portion of the income from a residual interest in a taxable mortgage pool held by a real estate investment trust, or its qualified REIT subsidiary, as “excess inclusion” income as defined in Section 860E of the Internal Revenue Code. The U.S. Treasury Department has yet to exercise that authority. Under such circumstances, it is likely that the REIT’s stockholders would be subject to tax on their allocable share of the REIT’s excess inclusion income. If so, our stockholders generally would not be able to offset their share of excess inclusion income with any current, carryforward or carryback net operating losses. In addition, it is likely that tax exempt entities that own shares in us would be required to treat their allocable share of excess inclusion income as unrelated business taxable income. Further, any portion of our dividends paid to foreign stockholders that is allocable to excess inclusion income would not be eligible for exemption from the 30% withholding tax (or reduced treaty rate) on dividend income. Finally, if our shares are held or acquired by “disqualified organizations” as defined in Section 860E, then we would be subject to an entity level tax on the excess inclusion amount allocated to such stockholders, at the highest rate of tax imposed on corporations. If imposed, such entity level tax would be deductible to the Company.

          REIT requirements may reduce the marketability of the residual interests in our securitized loan portfolios.

          In order to comply with REIT requirements of the Internal Revenue Code and to avoid negative tax consequences, the residual interests in the securitized loan portfolios must be owned by another REIT, a disregarded entity owned by a REIT or a qualified REIT subsidiary. This might make it more difficult to find a buyer for such residual interests if we desired to sell them.

          The trusts relating to certain of our securitization portfolios contain auction rate notes that could be negatively impacted by a rating downgrade of Ambac Assurance Corporation by either S&P or Moody’s.

          The auction rate notes in two of our securitization portfolios have interest provisions for the Class A-2 tranches that are reset each month based on the outcome or failure of an auction process. Recently, the auction rate notes have been set at 1.50% above the current 30 day LIBOR rate or the “fail rate”. This is currently the highest rate payable to the Class A-2 noteholders. However, the fail rate can increase to 2.50% or 3.50% above the LIBOR rate if Ambac Assurance Corporation is downgraded to certain levels by the rating agencies. The impact of increasing the fail rate would increase the interest due noteholders for the Class A-2 auction rate notes which would substantially reduce or eliminate any excess interest otherwise available for distribution to us.

          Our Annual Report on Form 10-K, filed with the SEC on March 17, 2008, a copy of which is included with this proxy statement, as amended by Amendment No. 1 to Form 10-K, filed with the SEC on April 30, 2008, contain other risk factors related to our business and our industry, which risk factors are incorporated by reference in this proxy statement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

          This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “might,” “anticipate,” “intend,” “estimate,” “project,” “assume” or other similar expressions.

          Among many other examples, the following statements are examples of the forward-looking statements in this document:

	•		all predictions of the amount of distributions to be received by stockholders;
	•		all statements regarding our ability to continue to qualify as a REIT;
	•		all statements regarding how our Board of Directors will interpret and comply with the terms of the Plan and the terms thereof;
	•		all statements regarding our ability to consummate sales and other transactions contemplated by the Plan and the terms of such sales and other transactions;
	•		all statements regarding the proceeds to be received by the stockholders from our residual interests in our securitized loan portfolios;
	•		the performance of the manufactured housing loans underlying our securitized loan portfolios;
	•		our ability to use hedging strategies to insulate our exposure to changing interest rates;
	•		all statements regarding future cash flow, future business prospects, future revenues, future operating and other expenses, future working capital, the amount of cash reserves to be established in the future, future liquidity, future capital needs, future interest costs, future income or the effects of the Plan;
	•		future decisions by the SEC, the IRS, NASDAQ, or other governmental or regulatory bodies;
	•		the vote of our stockholders;
	•		business disruptions resulting from announcement of and/or carrying out the Plan; and
	•		general economic conditions in the markets in which we operate.

You should not place undue reliance on our forward-looking statements because the matters they describe speak only as of the date of this proxy statement and are subject to known (and unknown) risks, uncertainties and other unpredictable factors, many of which are beyond our control. Many relevant risks are described under the caption “Risk Factors” beginning on page 14 as well as throughout this proxy statement and the documents incorporated herein, and you should consider these important cautionary factors as you read this document.

          Our actual results, performance or achievements may differ materially from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. Among the factors that could cause such a difference are:

	•		uncertainties relating to the Plan, including completion of the sale of the Servicing Platform pursuant to the APA and the continued management or disposal of our other assets;
	•		uncertainties relating to our ability to secure additional financing, upon reasonable terms, or at all, in a timely manner;
	•		uncertainties relating to our operations;
	•		uncertainties relating to the successful implementation of our strategy;
	•		uncertainties relating to domestic and international economic and political conditions;
	•		uncertainties regarding the impact of regulations, changes in government policy and industry competition; and
	•		other risks detailed from time to time in our reports filed with the SEC.

The cautionary statements contained or referred to in this proxy statement should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. Except for our ongoing obligations to disclose certain information as required by the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

THE ANNUAL MEETING OF ORIGEN STOCKHOLDERS

          Origen Financial, Inc. is furnishing this proxy statement to all stockholders of record on the record date in connection with the solicitation of proxies by the Board of Directors for use at the Annual Meeting and at any adjournment of the Annual Meeting.

Date, Time and Place of the Annual Meeting

          The Annual Meeting of Stockholders of Origen will be held at the Birmingham Community House, 380 South Bates, Birmingham, Michigan 48009, on Wednesday, June 25, 2008, at 10:00 a.m., local time.

Purpose of the Annual Meeting; Proposals

          The Annual Meeting is being called for the following purposes:

	(1)		To consider and vote upon the Charter Amendment to lower the ownership limit of any class or series of our equity stock from 9.25% to 7.5%. The text of the Charter Amendment is attached as Annex A to the proxy statement.
	(2)		To consider and vote upon the Plan, which is attached as Annex B to this proxy statement and which includes the following main components:

	a.		The sale of our Servicing Platform to Green Tree, upon the terms and subject to the conditions of the APA attached as Annex C to this proxy statement and as described herein; and
	b.		The continued management of our residual, or retained, interests in our securitized loan portfolios and our other remaining assets.

	(3)		To elect six directors to serve until the Annual Meeting of Stockholders to be held in 2009 or until their successors shall have been duly elected and qualified; and
	(4)		To transact such other business as may properly come before the Annual Meeting and any adjournment of the Annual Meeting.

Record Date

          Only stockholders of record of Origen’s common stock on the record date of May 8, 2008 are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. As of the record date, Origen had 26,001,581 shares of common stock issued, outstanding and entitled to vote held by approximately 64 holders of record.

Quorum, Abstentions and Broker Non-Votes

          The presence, in person or by proxy, of outstanding shares of common stock representing a majority of the total votes entitled to be cast is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares that are voted to abstain from any proposal will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting but will not be considered to have been voted in favor of such proposed approval of the Charter Amendment or the Plan and will therefore have the effect of a vote against such proposals.

Vote Required for Approval of the Proposals

          Assuming that a quorum is present and that the Annual Meeting is duly convened, approval of the Charter Amendment will require the affirmative vote of the holders of Origen’s common stock representing two-thirds of the outstanding shares of Origen’s common stock entitled to vote at the Annual Meeting. Approval of the Plan will require the affirmative vote of the holders of Origen’s common stock representing a majority of the outstanding shares of Origen’s common stock entitled to vote at the Annual Meeting. Failure to vote or to direct your broker how to vote will be the equivalent of a “No” vote. Directors will be elected by the affirmative vote of a majority of the votes cast at the Annual Meeting.

          If there is not a quorum at the Annual Meeting, the chairman of the Annual Meeting may adjourn the Annual Meeting until such time as there is a quorum. The Annual Meeting may be reconvened, without notice to the stockholders, within 30 days after the original meeting date, and a quorum must be present at such reconvened Annual Meeting.

Voting by Origen’s Directors and Executive Officers

          As of the record date for the Annual Meeting, Origen’s directors and executive officers had the right to vote approximately 7,935,100 shares of Origen’s outstanding common stock. As of the record date, these shares represented approximately 30.5% of the common stock entitled to vote at the Annual Meeting. Pursuant to a voting agreement with an affiliate of Green Tree, each of the directors and certain officers, who collectively beneficially own approximately 30.1% of the common stock entitled to vote at the Annual Meeting, have agreed to vote in favor of the sale of the Servicing Platform pursuant to the Plan and against any alternative transaction.

Voting of Proxies at the Annual Meeting and Revocation of Proxies

          Proxies may be revoked by filing with Origen’s Secretary, any time prior to the time set for commencement of the Annual Meeting, a written notice of revocation bearing a later date than the proxy, by submitting a proxy card with a later date, or by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, in and of itself, constitute revocation of a proxy). Proxy revocations or new, completed proxy cards may be sent to: Origen Financial, Inc., 27777 Franklin Road, Suite 1700, Southfield, MI 48034, Attn. W. Anderson Geater, Jr., Secretary.

Solicitation of Proxies and Expenses

          Proxies are being solicited on behalf of our Board. In addition to the use of mails, proxies may be solicited by personal interview, telephone and telegram, by directors, officers, employees and representatives of Origen. Arrangements may also be made with brokerage houses or other custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of shares of Origen’s common stock held of record by such persons, and Origen may reimburse such persons for reasonable out-of-pocket expenses incurred in forwarding material. In addition, we have engaged The Altman Group, Inc. to assist us in distributing proxy materials and contacting record and beneficial owners of Origen common stock. We have agreed to pay The Altman Group, Inc. approximately $7,500 plus out-of-pocket expenses and certain other fees and costs for its services to be rendered on our behalf. Origen will bear the costs of all proxy solicitation.

Dissenters’ Rights of Appraisal

          Delaware law does not provide for dissenters’ appraisal rights in connection with the Charter Amendment or the Plan.

Recommendation of Origen’s Board of Directors

          After careful consideration, Origen’s Board of Directors has unanimously approved the Charter Amendment and the Plan and unanimously recommends that you vote “FOR” approval and adoption of the Charter Amendment, “FOR” approval and adoption of the Plan, and “FOR” the election of the nominees named in this proxy statement as directors.

          The matters to be considered at the Annual Meeting are of great importance to the stockholders of Origen. Accordingly, you are urged to read and carefully consider the information presented in this proxy statement and to complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope.

PROPOSAL ONE — THE CHARTER AMENDMENT

General

          Article 7 Section 7.1 of our certificate of incorporation currently limits beneficial ownership of any class or series of our equity stock to 9.25% of the total number of outstanding shares of such class or series. This provision is intended to help assure that we do not inadvertently have more than 50%, by value, of our equity stock held by five or fewer persons in order to comply with REIT requirements and obtain the favorable tax treatment afforded to REITs. Beneficial ownership, as determined by the Code, is calculated on a “look through” basis meaning that it is attributed to the individual owners of an entity and not the entity itself. Besides William M. Davidson, whose beneficial ownership of our common stock is discussed below, we do not believe that there are any individuals that are deemed to be the beneficial owner of more than 7.5% of our common stock, although there are entities that own more than such amount.

          The Board of Directors is asking you to consider and approve an amendment to the definition of “Ownership Limit” in Article 7, Section 7.1 of our certificate of incorporation to lower the Ownership Limit of any class or series of our equity stock from 9.25% of the number of outstanding shares of each such class or series of equity stock to 7.5% of the number of outstanding shares of each such class or series of equity stock. The text of the amendment is attached to this proxy statement as Annex A.

Background of the Charter Amendment

          In order to maintain our REIT status, under the so-called “5/50 rule”, five or fewer individual stockholders cannot beneficially own more than 50%, by value, of our equity stock. Therefore, our certificate of incorporation currently does not permit the beneficial ownership of our equity stock to be greater than 9.25% of the outstanding shares, unless the Board of Directors grants an exception to such ownership limit to any particular stockholder(s).

          In September 2007, we borrowed $15 million and in April 2008 we borrowed an additional $46 million from the Davidson Trust. See “Certain Relationships and Related Party Transactions.” In connection with the loans, we granted the Davidson Trust warrants to purchase 2,600,000 shares of our common stock. Under applicable attribution rules, William M. Davidson beneficially owns the shares issuable pursuant to the warrants, as well as 1,750,000 shares of our common stock held by Woodward Holding, LLC, of which he is the sole member. As permitted by our certificate of incorporation, the Board of Directors granted Mr. Davidson an exemption from the Ownership Limit, under which he is permitted to beneficially own up to 18% of our common shares. However, given the potential percentage of our common stock that Mr. Davidson is deemed to own, the Board of Directors unanimously approved the Charter Amendment as being in the best interest of the Company. The Charter Amendment lowers the ownership limit from 9.25% to 7.5% in order to further protect the Company from inadvertent violation of the 5/50 rule and a consequential violation of the REIT qualification regulations.

Effects of the Charter Amendment

          Compliance with the rules regarding REIT status necessarily requires limitations on stock ownership. The Ownership Limit currently contained in our certificate of incorporation may discourage a change of control of the Company and may also have the effect of deterring tender offers for the common stock, which offers may be advantageous to stockholders, and limit the opportunity for stockholders to receive a premium for their common stock that might otherwise exist if an investor were attempting to assemble a block of common stock in excess of the Ownership Limit or otherwise effect a change of control of the Company and did not wish the REIT status of the Company to be terminated. Lowering the current 9.25% Ownership Limit to 7.5% may further discourage a change of control of the Company. On the other hand, failure to qualify as a REIT would subject our income to federal income tax. The Board of Directors considered the benefits of aiding in the protection of Origen’s REIT status through the Charter Amendment and determined that it is advisable and in the best interest of the Company. However no guarantee can be made that approval of the Charter Amendment will ensure compliance with REIT requirements, because the lower limitation will not apply to stockholders who do not vote in favor of the Charter Amendment and certain of their transferees and because the REIT rules are complex.

Vote Required to Approve the Charter Amendment

          All holders of Origen’s common stock on May 8, 2008, are entitled to vote at the Annual Meeting. The affirmative vote of two-thirds of the votes entitled to be cast at the Annual Meeting is required to approve the Charter Amendment. However the Charter Amendment, if approved, will not apply to stockholders who do not vote in favor of the Charter Amendment. For such stockholders, the existing 9.25% ownership limit in our certificate will apply.

Board Recommendation

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL ONE. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” THE CHARTER AMENDMENT UNLESS INSTRUCTIONS TO THE CONTRARY OR TO WITHHOLD ARE GIVEN.

PROPOSAL TWO — THE PLAN

          The following is a description of the material aspects of the Plan and related transactions, including the APA governing the sale of the Servicing Platform, and certain other agreements entered into in connection with the APA. While we believe that the following summary describes the material terms of the Plan, the APA and the related transactions and agreements, the description may not contain all of the information that is important to you. In particular, the following summaries of the Plan and the APA are not complete and are qualified in their entirety by reference to the copies of the Plan and the APA which are attached to this proxy statement as Annex B, and Annex C, respectively, and are hereby incorporated by reference into this proxy statement. You should carefully read this entire proxy statement and the other documents to which we refer for a more complete understanding of the Plan and related transactions.

General

          The Plan was unanimously adopted by our Board of Directors in order to set forth a manner by which the Company can carry out the orderly disposition and management of the Company’s assets and operations. The Plan contains the following main components:

	1.		The sale to Green Tree of our Servicing Platform for a purchase price of approximately $33.8 million less a downward adjustment based on the unpaid principal balance at closing of the serviced loans that are transferred in the sale, plus the purchase of between $4 million and $6 million in unreimbursed insurance premiums and unreimbursed servicing advances, upon the terms and subject to the conditions of the APA. Pursuant to the APA, Green Tree also has agreed to assume our lease obligations for the Fort Worth servicing facilities and may, in Green Tree’s discretion, hire some of our employees engaged in servicing activities.
	2.		If the sale of our Servicing Platform is not consummated, then our Board of Directors intends to continue servicing operations, and it may seek another buyer of such assets. If required by Delaware law, we would seek stockholder approval of a sale of our Servicing Platform to a party other than Green Tree.
	3.		The management of our remaining assets, mainly consisting of the active management of our residual interests in our securitized loan portfolios, to preserve value through the collection of residual payments, or through the disposition of the residual interests or underlying whole loans or other assets.
	4.		The continued operation of third-party origination activities while seeking a potential buyer for our loan origination platform or, if such sale is not secured upon acceptable terms, the discontinuation of origination services.
	5.		The right-sizing of our workforce and our operations to reflect the various transactions completed pursuant to the Plan.
	6.		The continuing assessment by management and our Board of the alternatives available to the Company in order to preserve stockholder value.

Our Company; Background to the Plan

          Origen Financial, Inc. is an internally-managed and internally-advised Delaware corporation that is taxed as a real estate investment trust, or REIT. We were incorporated on July 31, 2003.

          On October 8, 2003, we began operations when we acquired all of the equity interests of Origen Financial L.L.C. and its subsidiaries. In the second quarter of 2004, we completed the initial public offering of our common stock. At that time, our operations consisted of loan origination, acquisition and underwriting, loan servicing, and loan securitizations and the management of securitized loans, all related to manufactured housing loans.

          Origen’s historical business model has depended on the availability of credit, both for the funding of newly originated loans and for the periodic securitization of pools of loans that were originated and funded by short-term borrowings from warehouse lenders. The funding of newly originated loans was supplied by warehouse lenders who advanced funds as loans were made by us under a short-term (typically one year) warehouse line. The securitization process permitted Origen to sell bonds secured by manufactured housing loans it originated. The proceeds from the bond sales were used to pay off the warehouse lenders and replenish the availability of funding for newly originated loans. If warehouse funding were not available, or were available only on terms that would not permit Origen to profit from loan origination, Origen’s origination of loans could only be continued at a loss. If there were no market for securitization at rates of interest and leverage levels acceptable to Origen, Origen’s only alternative for satisfying its obligations to its warehouse lenders would be to sell the manufactured housing loans to purchasers. If purchasers were unwilling to pay at least the full amount advanced by Origen to borrowers plus all related fees and costs, sales of originated loans would result in a loss to Origen.

          During 2007, the credit markets that Origen depended upon for warehouse lending for originations and for securitization of its originated loans, as well as the whole loan market for acquisition of loans originated by Origen, deteriorated. This situation began with problems in the sub-prime loan market and subsequently has had the same effect on lenders and investors in asset classes other than sub-prime mortgages, such as Origen’s manufactured housing loans, regardless of their respective credit quality or performance.

          Despite actions by the Federal Reserve Bank to lower interest rates and increase liquidity, uncertainty among lenders and investors has continued to reduce liquidity, drive up the cost of lending and drive down the value of assets in these markets relied upon by Origen. The specific effects have been that banks and other lenders have reported large losses, have demanded that borrowers reduce the lender’s credit exposure to these assets which has resulted in “margin calls” or reductions in borrowing availability, and have caused massive sales of underlying assets that collateralize the loans resulting in large losses. The consequence of these sales has been further downward pressure on market values of the underlying assets, such as Origen’s manufactured housing loans, despite the continued high intrinsic quality of Origen’s loans in terms of borrower creditworthiness and low rates of delinquencies, defaults and repossessions.

          For Origen, the effect of these conditions has been as follows:

•

Our stock price has steadily declined to a point where it is well below its tangible net book value. As a consequence, we recorded a non-cash impairment charge, writing off our entire goodwill of $32.3 million in December 2007.

	•		In February 2008, to satisfy our warehouse lender, we sold an asset-backed bond for $22.5 million, in order to fully pay off $19.6 million of obligations secured by this bond, and also secured by three other bonds that we continue to hold. Sale of this bond resulted in our having to record an asset impairment charge in 2007 of $9.2 million.
	•		The absence of a profitable exit in the securitization market and reduced pricing in the whole loan market caused us to suspend originating loans for our own account in March 2008. We have continued to provide third-party loan origination services.
	•		In March 2008, we decreased our work force by 16% to reduce costs that were associated with originating loans for our own account.
	•		Because of the lack of a profitable exit in the securitization market, on March 14, 2008, we sold our portfolio of approximately $174.6 million in aggregate principal balance of unsecuritized loans with a carrying value of approximately $175.7 million for approximately $155.0 million.
	•		We used the proceeds from the loan sale primarily to pay off the outstanding loan balance of approximately $146.4 million on our warehouse credit facility, which expired on March 14, 2008.
	•		As part of the financial statements included with our Annual Report on Form 10K filed on March 17, 2008, with the Securities and Exchange Commission our independent registered public accountants expressed doubt about our ability to continue as a going concern for a reasonable period of time.
	•		Management and the Board of Directors continued to assess the Company’s options, given continuing conditions in the credit markets and their specific effect on Origen’s business. In order to profitably continue our loan servicing business, we would need to greatly expand that line of business by acquiring other manufactured housing loan servicing rights in a limited market or by expanding to other types of loan servicing which could require capital during a time when capital is not available to Origen on acceptable terms. Therefore, the Board of Directors unanimously adopted the Plan, subject to stockholder approval, to implement the orderly disposition of our Servicing Platform and to maintain the management of our $1.021 billion face amount securitized loan portfolios and other remaining assets.
	•		On April 8, 2008 we completed a $46.0 million secured financing transaction with the Davidson Trust. See “Certain Relationships and Related Party Transactions”. The proceeds from this financing and other funds were used to pay off the outstanding balance of approximately $46.7 million on our supplemental advance credit facility which would have expired on June 13, 2008. The facility was terminated on April 8, 2008.
	•		In April 2008, we decreased our work force by another 10% to further reduce costs that were associated with originating loans for our own account.
	•		On April 30, 2008, we entered into the APA with Green Tree for the sale of our Servicing Platform. We intend to use the proceeds from this sale to pay down a portion of our outstanding debt and for working capital.

Current Operations

          As noted above, in response to market conditions, we have suspended loan originations for our own account, sold substantially all of our unsecuritized loan portfolio, adopted the Plan, subject to stockholder approval, entered into an agreement to sell our Servicing Platform pursuant to such Plan, have sought buyers for our loan origination platform, and have taken steps to right-size our workforce. At the present time, we continue to conduct our loan servicing business, operate our third-party loan origination business, manage our securitized loan portfolios, and, in conjunction with our third party loan origination services, we continue to offer our insurance products.

          Our Loan Servicing Business. We currently service the manufactured housing loan contracts that we have originated or purchased as well as manufactured housing loan contracts owned by third parties. As of April 30, 2008, our loan servicing portfolio of 37,900 loans totaled approximately $1.6 billion in loan principal outstanding. Our annual servicing fees range from 50 to 150 basis points of the unpaid principal on manufactured housing loans serviced. The majority of loans we service are included in securitized loan pools.

          Servicing activities include processing payments received, recording and tracking all relevant information regarding the loan and the underlying collateral, collecting delinquent accounts, remitting funds to investors, repossessing houses upon loan default, and reselling repossessed houses. Our loan servicing activities are conducted at our national loan servicing center in Fort Worth, Texas.

          Because fees from servicing are based on the unpaid principal balances of the loans serviced, the fees we receive decline as the unpaid principal balances decline. We would need to greatly expand our loan servicing business by acquiring new manufactured housing loan servicing in a limited market or by expanding to other types of loan servicing which could require a large amount of capital during a time when capital is not available to us on acceptable terms. Therefore, pursuant to the Plan adopted by our Board of Directors, subject to stockholder approval, we entered into the APA to sell our Servicing Platform.

          Third Party Loan Origination Services. We currently provide comprehensive loan origination services for several companies. Under these arrangements, we commit to use our loan origination platform to originate manufactured housing loans for these third parties who fund and own the loans. In addition, we offer servicing in conjunction with our third party activities and have the right to receive a servicing fee with respect to many of these third party loans, which rights will be sold in the sale of the Servicing Platform.

          After consummation of the sale of our Servicing Platform, management has determined that it may not be profitable for Origen to operate third-party loan originations as a stand-alone business due to such factors as the related service delivery costs, management and maintenance of existing infrastructure, and the current size of our third-party origination business. For this reason, we intend to offer for sale our origination platform or, if a sale cannot be consummated on terms satisfactory to the Board of Directors, then the Board of Directors may determine to discontinue third-party origination activities.

          Insurance. As a complement to our origination and servicing business, we offer property and casualty insurance at the point of sale for manufactured housing loans we have originated or service. Additionally, we have historically forced placed property and casualty insurance for lapsed policies for the manufactured housing loans we service. In conjunction with the sale of our Servicing Platform we will no longer be in a position to generate revenues from forced placed insurance policies. Although we ceased originating new loans for our own account, we have continued to offer property and casualty insurance in connection with our third-party loan origination services. We may seek to sell all or part of our insurance business as part of the sale of other assets pursuant to the Plan, or we may elect to cease issuing new insurance policies while we continue to collect premiums on existing and renewal policies. However, in accordance with the APA, we agreed that after the closing, neither we, nor any of our affiliates, will solicit the placement or renewal of any forced–placed hazard insurance policies or other products or services related to the serviced accounts transferred to Green Tree, except that we may solicit the renewal of hazard insurance policies related to such accounts that were voluntarily purchased from us, or from providers for whom we have acted as an agent.

          Management of Residuals in Securitized Loan Portfolios. We have historically securitized a substantial portion of our owned manufactured housing loans. We utilized funds from these asset-backed securitizations to pay off short-term debt, replenish funds for future loan originations, limit credit risk, and lock in the spread between interest rates on borrowings and the interest rates on our manufactured housing loans. In each of our securitizations, a number of manufactured housing loans owned by us were transferred to a trust, which then sold interest bearing notes secured by the loans to investors and, issued an ownership certificate to us evidencing the residual ownership interest. The notes bear interest that is paid to the noteholders monthly. Cash flow received from payments of principal and interest on the underlying manufactured housing loans are used to pay interest and principal to the noteholders. Excess cash flow, if any, remaining after payment of interest and required principal to noteholders and payment of fees and costs, including servicing fees, trustee fees, administrative fees and other expenses, are distributed to us monthly as the holder of the residual trust certificate. The amount of excess cash flow, if any, available for distribution to Origen as the holder of the trust certificate is affected by many factors such as delinquency, defaults, prepayments and losses on the underlying manufactured housing loans, prepayments of such loans, redemption rights and fees and costs of the trust.

          Upon final maturity of the notes in any particular securitization portfolio there may be unencumbered remaining unpaid principal balances on the underlying collateral which will be owned by the Company after satisfaction of all trust expenses. When, prior to maturity, the unpaid principal balance of the underlying loans in each securitization trust reaches 20% of the initial unpaid principal balance of the loans at inception (the initial redemption date), one of three alternative actions is required: (i) the servicer may purchase all outstanding loans in the applicable securitized pool for the outstanding principal amount of such loans and redeem the notes; (ii) if the servicer does not elect to redeem the notes, then we may elect to do so; or (iii) if neither the servicer nor we redeem the notes at the initial redemption date, then the trustee of the applicable securitization trust is required to attempt to sell the underlying loan collateral at auction. If the trustee cannot sell the underlying loan collateral in the initial auction for a minimum price that is sufficient to satisfy all obligations of the trust (including all expenses and swap termination fees, if any) and principal and interest amounts owing to noteholders, then all

residual interest cash flow that would have been distributed to the Company would be distributed instead to the noteholders as additional principal payments until such time as (i) the notes were paid in full or, (ii) the servicer or the Company purchased the loans on a subsequent redemption date, or (iii) a subsequent auction was successful.

          If on any such redemption date, the servicer chooses to exercise its redemption right, then we would be entitled to receive any excess cash after payments to the noteholder and after payment of trust expenses, including any swap termination fees. If we do not have sufficient funds available to exercise the redemption right or choose not redeem the loans, then the trustee is obligated to hold a public auction for the underlying loan collateral. The trustee must accept the highest offer at auction so long as the offer price can satisfy all of the obligations of the trust, including payment in full of the interest and principal of the notes, any swap termination payments, and any other trust expenses. The trustee will not be obligated to distribute any cash to the Company as the holder of the trust certificate evidencing the residual interests unless such cash is available after satisfying all of the trust obligations, including payment in full of notes issued by the trust.

          If an event of default under the agreements governing any particular securitization is declared and not cured within the applicable time period, then the trustee of such trust may sell the underlying loans. Events of default include, among other things, the inability of the trust to pay interest to any of the remaining class of notes or the involuntary or voluntary bankruptcy of the trust estate. Prices received in liquidation sales are typically much less than if a sale were to occur in a non-liquidation scenario, thus likely resulting in a lower amount, if any, available for distribution to us after payment to the noteholders and all trust expenses.

          We currently hold residual interests in seven asset-backed securitizations. Our portfolio of securitized loans in which we have residual interests as of April 30, 2008, had an unpaid principal balance amount of approximately $1.021 billion with approximately $852 million of principal balance of secured notes, resulting in a residual interest with a face value of approximately $169 million. Currently, the average monthly interest we receive from borrowers on the underlying loan collateral exceeds the average monthly interest we pay to noteholders. Both the residual value and the excess interest are subordinated to the noteholders and are subject to the timely payment of principal and interest on the underlying loan collateral and all expenses of the trust. The various redemption dates for the securitizations in our portfolios are partially a function of the actual prepayment rates of the underlying loan collateral and therefore are difficult to estimate. Final maturity dates of the securitizations differ and are also subject to the underlying loan collateral prepayments, but can be no later than the final scheduled maturity date of the longest individual loan term within each securitization. In our various securitized portfolios, those maturity dates range from February 1, 2034 to October 1, 2037. Please see “Pro Forma Cash Flow Projections” and the related assumptions for management’s estimate of cash flow through the life of our securitized loan portfolios. Please also see “Risk Factors — Risks Relating to Our Business Resulting from Ownership in Our Securitized Loan Portfolios.”

Terms of the Plan

          The following is a summary of, and further explanation of management’s intended action under the Plan. The complete text of the Plan is attached as Annex B to this proxy statement. We urge you to read the full text of the Plan.

          The first component of the Plan is the sale of our Servicing Platform to Green Tree upon the terms and subject to the conditions set forth in the APA summarized below. Green Tree will consider hiring, in its discretion, certain of our employees who work in the servicing business and will assume our obligations under the lease for our servicing facility in Fort Worth, Texas.

          The second component of the Plan is the continued management of the remaining financial assets, the vast majority of which is the approximately $1.021 billion in our securitized loan portfolios with approximately $852 million of principal balance of secured notes, resulting in a residual interest with a face value of approximately $169 million. We actively manage our residual interests in our securitized loan portfolios by analyzing cash flow, monitoring the performance of the servicer of the underlying loans (including delinquencies, defaults, losses and recoveries on the underlying loans), managing the optional redemption rights and the related financing associated with such rights, managing our hedge positions, and reviewing opportunities to preserve stockholder value.

          We also intend to continue to originate loans for third parties until we can sell or otherwise dispose of the loan origination platform. Our loan origination platform includes personnel, goodwill, existing third-party contracts, policies and procedures, automated systems, and our proprietary credit scoring software TNG^TM. If a sale cannot be consummated upon acceptable terms, then the Board may determine to cease third-party origination operations.

          At some point in the future, our Board of Directors may determine that the best way to maximize the cash flow to stockholders is to sell our residual interests to a third party in one or more, or perhaps all, of the securitized loan portfolios or to sell the underlying whole loans as redemption dates occur. Given current market prices for similar assets, management believes that, at this time, efficient management of the residual interests in the securitized loan portfolio will result in greater overall distributions to stockholders than a sale of such residual interests under current market conditions.

Operations Post-Plan

          If the transactions contemplated pursuant to the Plan are consummated, we would continue to manage our securitized loan portfolios and our remaining assets.

          Assuming that the sale of our Servicing Platform pursuant to the APA is consummated, we intend to use approximately $15 million from the proceeds of such sale to pay off our $15 million loan maturing in September of 2008, and to pay down a minimum of $10 million of our $46 million credit facility, both of which are from a related party and are secured by all of our assets. Our assets will mainly consist of cash and our residual interests in our securitized loan portfolios. In addition, we will have asset-backed bond holdings approximating $19 million and unsecuritized whole loans with unpaid principal of approximately $4.3 million, and our third-party loan origination platform.

          If the Plan is approved, there will be a transition period during which our business will be reorganized to accommodate continuing significant business activities. Over time, we anticipate further right-sizing of our work force and eventually we expect that we will reduce the size of our Board of Directors and constitute a Board made up of persons with expertise in management of the securitized loan portfolios. If this action is taken, we may no longer have a majority of independent directors on our Board. It is anticipated that a small team of individuals would manage the daily operations of the Company, and the other directors would provide part-time executive services to the Company. Services that will be needed include, but are not limited to, ongoing review of the performance of the approximately $1.021 billion in underlying loans in our securitized loan portfolios, monitoring the performance of the servicer of these securitized loans, investor reporting, investment of excess cash, management of the optional redemption rights as well as the related financing associated with such rights, managing our hedge positions, monitoring and compliance with REIT tax rules, accounting and preparation of financial statements, determination and payment of stockholder distributions, preparation and filings of tax returns, stockholder communications, and review of opportunities to maximize value of the residual interests, including managing redemption dates and selling any or all of our of residual interests.

          As a result of significantly reduced operations, and to minimize operating expenses and maximize stockholder returns, it is likely that we would terminate our obligations to file reports with the SEC. If the Plan is implemented on the timetable estimated by management, we expect that our Annual Report on Form 10-K for the fiscal year 2008, due in March 2009, will be the last financial report we file with the SEC because we will have less than 300 stockholders and can voluntarily terminate our duty to file reports with the SEC. Thereafter, we would not file quarterly, annual or interim reports with the SEC. We also would not be subject to other requirements of reporting companies. The Company estimates that the cost of it being a publicly held reporting company is approximately $2 million per year. Although the Company would not be required to file reports with the SEC, the Company intends to make available to stockholders quarterly and annual audited financial statements and other material information regarding its operations through its website or other forms of communication.

          If we terminate our obligation to file reports with the SEC, our stock will be delisted and no longer will trade on the NASDAQ market, nor on any national stock market.

Use of Proceeds

          We intend to use the net proceeds from the sale of the Servicing Platform as follows:

	•		to repay in its entirety our $15 million loan from the Davidson Trust;
	•		to repay not less than $10 million of our $46 million loan from the Davidson Trust; and
	•		the remainder for working capital purposes, which includes ongoing operation costs and the costs associated with severance, retention and change-in-control payments.

See “Certain Relationships and Related Party Transactions,” “Executive and Director Compensation — Material Information Relating to the Summary Compensation Table and Grants of Plan Based Awards — Employment Agreements” and “Executive and Director Compensation — Disclosure Regarding Termination and Change In Control Provisions.”

PRO FORMA CASH FLOW PROJECTIONS

The following financial projections and the assumptions upon which they are based have been prepared by management and have not been audited or otherwise reviewed for reasonableness or accuracy by any of Origen’s professional advisors. The financial projections present prospective financial information generally consistent with the assumptions set forth therein and below. The limited purpose of these projections is to provide a view of prospective financial information assuming that actual events and circumstances will be consistent with the assumptions. Because actual future events will not coincide with assumed conditions, such projections cannot be considered to be a presentation of actual future results. There will be differences between projected and actual results because events and circumstances do not occur as assumed and such differences may be material. In no event are these projections to be construed as a representation or warranty, express or implied that the projected results will be obtained. Each stockholder should make an independent judgment with respect to the reasonableness of the projections and assumptions.

          Below is management’s projection of the cash flow to the Company beginning in July, 2008, and continuing through 2037. The projections assume (a) stockholder approval of the Plan, (b) consummation of the sale of the Servicing Platform pursuant to the APA, and (c) that the residual interests in our securitized loan portfolios and the underlying loans are held until maturity. In addition, the projections assume that the Company is able to reduce and rationalize its operating expenses and other costs at reflected levels. Other significant assumptions used to calculate the projections are more fully described below.

Pro Forma Projected Annual Cash Receipts from Securitized Loans, Whole Loans, and Bond
Holdings and Paydown of Secured Credit Facility
$ in millions

		Cash				Cash
		Receipts				Receipts												Anticipated
		from				from				Cash Receipts								Cash								Avg Secured
During the		Securitized				Whole				from Bond				Total Cash				Operating				Net Cash				Credit Facility
Period		Loans (1)				Loans (2)				Holdings (3)				Receipts (4)				Expenses (5)				Receipts (6)				Balance (7)
2008 (July-Dec)		$	9.2			$	0.4			$	0.9			$	10.4			$	10.5				-$0.1			$	36.0
2009			24.1				0.4				2.1				26.6				16.1				10.5				30.5
2010			26.8				0.3				2.0				29.1				8.2				20.9				10.1
2011			28.4				0.2				2.0				30.6				3.7				26.9				—
2012			27.8				0.2				2.4				30.4				2.2				28.3				—
2013			24.5				0.1				2.2				26.8				1.9				24.9				—
2014			21.5				0.1				1.9				23.5				1.7				21.8				—
2015-2038			121.5				0.4				13.1				135.0				9.7				125.2				—
Total		$	283.8			$	2.1			$	26.6			$	312.5			$	54.2			$	258.3

Numbers are rounded.

          Explanation of Columns:

1.

Cash Receipts from Securitized Loans represents the anticipated residual payments of the securitized loan portfolios. These are the net cash receipts distributed to the Company after payment of interest and principal to the noteholders, servicing fees, trustee fees, and other administrative fees associated with the securitized trusts.

	2.		Cash Receipts from Whole Loans represents the cash collected by the servicer, net of servicing fees, and distributed to the Company. This cash includes principal and interest payments as well as net proceeds from the sale of repossessed houses.
	3.		Cash Receipts from Bond Holdings represents cash distributions made to the Company as a noteholder (investor) in each of the asset-backed bonds we hold.
	4.		Total Cash Receipts represents the Cash Receipts from our Securitized Loans, Whole Loans, and Bond Holdings.
	5.		Anticipated Cash Operating Expenses represents estimated interest expense on our secured credit facility and the cash costs to manage the ongoing operations and assets of the Company through maturity of its loan and bond portfolios, including retention, severance, and change-in-control payments. The operating expenses exclude non-cash related expenses, including depreciation and amortization and stock compensation. Cost of operations may differ significantly from our projections based on a variety of economic factors beyond our control, including labor markets, credit markets, and the rate of inflation.
	6.		Net Cash Receipts represents the difference between Total Cash Receipts and the Anticipated Cash Operating Expenses. Estimated cash on hand as of July 1, 2008, is excluded from this table. Pursuant to the APA, we are required to maintain a certain level of cash on hand for a period of four years post-closing of the sale of the Servicing Platform.
	7.		Average Secured Credit Facility Balance represents the average unpaid principal balance of our secured credit facility that matures on April 8, 2011, after payment in full of our $15 million secured credit facility and partial payment of our $46 million secured credit facility on the closing date of the sale of the Servicing Platform. The projections assume that we reduce the remaining principal balance of the $46 million secured credit facility as quickly as possible given the minimum liquidity covenants pursuant to the APA, Anticipated Cash Operating Expenses, cash flow prospects from our remaining assets, and the maturity date of the facility.

          The following key assumptions were used to generate the Projected Cash Flow table above, and cash receipts reflected in the table are dependent upon the following key assumptions:

•

The annualized prepayment, loss, and recovery rate assumptions used in the projections are outlined in the table below. These are based on a combination of historical performance and anticipated performance based on the Company’s

credit scoring modeling. Actual results will differ and may be negatively affected by general economic conditions, a reduction in servicing effectiveness from historical levels as a result of the sale of our Servicing Platform, interest rates, ongoing depressed housing markets, job growth, income growth, unemployment rates and other factors. Actual default rates and loss rates may exceed expectations. Actual recovery rates on repossessed houses may be lower than expectations and actual prepayment speeds may be different than expectations. Changes to one or more of the underlying assumptions would materially change the cash flow associated with the projections.

		For the Period Ranging July 2008-2014													2015 Thereafter
		Minimum				Average				Maximum					Minimum				Average				Maximum
Annual Total Prepayment Rates1
Origen Securitizations			10.4	%			10.7	%			11.0	%				8.7	%			9.5	%			10.3	%
Origen Whole Loans			18.2	%			20.5	%			20.8	%				20.4	%			20.8	%			22.5	%
Origen Bond Holdings			8.0	%			8.2	%			8.5	%				7.5	%			7.9	%			8.9	%
Annual Loss Rate2
Origen Securitizations			1.0	%			1.2	%			1.3	%				0.2	%			0.7	%			1.0	%
Origen Whole Loans			14.8	%			16.4	%			16.7	%				16.7	%			16.9	%			18.2	%
Origen Bond Holdings			2.2	%			2.2	%			2.3	%				0.9	%			2.2	%			2.7	%
Net Recovery Rate3
Origen Securitizations			40	%			42	%			45	%				40	%			41	%			44	%
Origen Whole Loans			20	%			20	%			20	%				20	%			20	%			20	%
Origen Bond Holdings			28	%			30	%			32	%				26	%			31	%			45	%

	•		These projections assume that any gain on sales of assets pursuant to the Plan are offset by the losses on previous sales of assets so that the net tax effect is zero.
	•		Interest payable to the noteholders of the auction rate securities classes in two of our securitized loan portfolios (Origen 2006-A and Origen 2007-A) is set monthly based on LIBOR plus or minus a spread. The changes in LIBOR are hedged, so the changes to the spread to LIBOR impact the actual interest coverage demanded from loans in the securitized pools. The projections assume a spread of 1.5% over LIBOR, which is currently the maximum spread payable to noteholders. However, the bonds are insured by Ambac Assurance Corporation, and if Ambac’s rating gets downgraded, then the rating agencies would likely downgrade the auction rate securities which may cause the maximum spread payable to noteholders to increase to 2.5% or 3.5% over LIBOR, respectively. The impact of downgrades would likely lead to interest payable to the auction rate noteholders that is up to two percentage points higher than projected and would substantially decrease or eliminate altogether any residual cash flow to the Company for the Origen 2006-A and Origen 2007-A securitization pools.
	•		When the unpaid principal balance of the underlying loans in each securitization trust reaches 20% of the initial unpaid principal balance of the loans at inception (the initial redemption date), one of three alternative actions is required: (i) the servicer may purchase all outstanding loans in the applicable securitized pool for the outstanding principal amount of such loans and redeem the notes; (ii) if the servicer does not elect to purchase the notes, then we may elect to do so; or (iii) if neither the servicer nor we purchase the loans, resulting in a redemption of the notes, at the initial redemption date, then the trustee of the applicable securitization trust is required to attempt to sell the underlying loan collateral at auction. If the trustee cannot sell the underlying loans in the initial auction for a minimum price that is sufficient to satisfy all obligations of the trust (including all expenses and swap termination fees, if any) and principal and interest amounts

			owing to noteholders, then all residual interest cash flow that would have been distributed to the Company would be distributed instead to the noteholders as additional principal payments until such time as (i) the notes are paid in full or, (ii) the servicer or the Company purchases the loans on a subsequent redemption date, or (iii) a subsequent auction is successful. If the trustee sold the loans at auction it would be likely that such sale would generate substantially less cash to us as the residual interest holder than if the servicer purchased the loans on any redemption date.
	•		The projections assume that the Company exercises its redemption right to purchase the collateral from the trust using proceeds from a loan equal to the then current outstanding amounts payable to the noteholders. Depending on the individual trust, the underlying loan to value ratio on the new loans (assuming the underlying loan collateral is valued at par) are projected to be between 68.5% and 86%. For purposes of these projections, we have assumed that the Company is able to secure a loan in each such case with an interest rate of 8%, requiring a monthly payment to the lender of all cash receipts associated with the underlying collateral. This has the effect of temporarily eliminating cash distributions to the Company by using all the cash receipts from borrower payments on the loans to reduce the outstanding principal balance of the new loan used to redeem the collateral from the trust until such loan is paid in full. This assumption is also similar to what would occur if the trustee was unable to sell the loans at auction and the trust accelerated principal payments to noteholders using all excess cash flows. The first anticipated redemption date occurs in 2015. At that time or at the time of future actual or anticipated redemption dates, the Company may not be able to borrow the amount necessary to exercise its redemption right, or may not be able to obtain financing at an 8% interest rate, which would decrease the projected cash flows accordingly, and if the Company is not able to secure the funding at that time, then all of its remaining equity in the securitization structure may be eliminated upon a mandatory public auction by the securitization trustee.
	•		The projections assume that all hedge transactions related to floating rate notes at the respective redemption dates require no cash payment to the swap counterparty. There are risks that significant cash payments to the swap counterparty will be required to terminate the hedge transactions on the redemption dates. The required termination payment at the redemption date may be in excess of cash available to the Company, and the Company would not be in a position to exercise its redemption right. As a result, the Company could lose its remaining equity in the underlying loan collateral. The Company may also be obligated to make a payment to the swap counterparty if the fixed payment payable by the Company to the swap counterparty exceeds the variable payment payable by the swap counterparty to the Company, due to changes in actual interest rates and amortized note payable amounts from estimated amounts used to establish the original hedge.

Consideration of the Plan by Origen’s Board of Directors

     Beginning in January of 2006, and continuing throughout the year, our management engaged in discussions with numerous entities regarding strategic initiatives and possible sources of capital.

     At a meeting of the Board on August 7, 2006, Origen engaged CitiGroup Global Markets, Inc. (“Citi”) to provide investment banking services.

     During the Board meeting of October 25, 2006, the Board was informed by Citi that numerous parties had expressed interest in acquiring or entering into a strategic transaction with the Company.

     Periodic updates on discussions with interested parties were provided to the Board, including reports by management and Citi during the Board meetings of November 2, 2006 and December 15, 2006. At the December meeting, Citi reported that three preliminary, non-binding indications of interest had been received to purchase the Company. Following a discussion of the bids, the Board determined to continue to move forward with the bid process with continued input from Citi.

     At the January 5, 2007, meeting of the Board, management advised that three additional parties had each expressed a preliminary, non-binding indication of interest to purchase the Company. The Board discussed the preliminary bid ranges and acknowledged that such bids were below the range of values estimated by both Citi and management. Considerable discussion ensued regarding the best way to preserve stockholder value and whether the bid process should go forward. The consensus of the Board was to continue the process and allow bidders to begin their due diligence process.

     On January 24, 2007, the Company entered into a confidentiality agreement with Green Tree as one of the potential bidders.

     During a meeting on February 9, 2007, it was reported to the Board that only one formal bid had been received. The bid was discussed extensively by the Board in the context of whether such bid would achieve the intended goal of preserving stockholder value. The Board discussed alternatives that might make the Company more attractive to purchasers at a later time, and it was noted that, assuming the 2007 profit target was met, the Company might be in a stronger position for future discussions with strategic partners or purchasers. The Board concluded that continuing the sale process at that time would not meet the goal of preserving stockholder value. Consequently, the Board also concluded that active efforts to identify a strategic partner or purchaser should be put on hold.

     At the May 3, 2007, meeting of the Board, the results of operations for the first quarter of 2007 were presented by management. Net income was up 40% over the prior year, loan origination volume was up 26%, non-performing loans as a percent of average outstanding loan balances were down, and the Company’s financing facility with Citigroup Global Markets Realty Corp. (the “Lender”) had been renewed for another year

with lower financing costs and increased capacity. Management also provided details of the Company’s latest asset-backed securitization, Origen 2007-A, reporting improved execution parameters versus the previous transaction, most notably a reduction in the required over-collateralization level to 8%.

     At the May 22, 2007, meeting of the Board, updated cash and liquidity projections were provided to the Board by management. In light of a continued increase in loan origination volume, it was the consensus of the Board and management that the Lender should be approached regarding an additional increase in borrowing capacity, and that simultaneously more permanent or longer term sources of liquidity should be examined.

     At the June 26, 2007, meeting of the Board, recent developments in the sub-prime market were discussed, and it was becoming obvious that this situation was having an impact on the Company’s discussions with the Lender regarding an expansion of the credit facility. Management informed the Board that it was also working with Citi in order to seek additional sources of capital.

     At the July 31, 2007, meeting of the Board, management and the Board discussed the further deterioration in the credit markets that had begun with the sub-prime market but had subsequently had the same effect on other markets. Management reported that discussions with the Lender regarding an increased capacity of the borrowing facility were at a standstill. The Board was apprised by management of several discussions in progress with potential sources of term financing or convertible debt.

     At the August 27, 2007, meeting of the Board, management provided an update on credit market conditions and the likely impact on the Company. Since the prior Board meeting, margin calls of $6.4 million had been received from the Lender and met by the Company on repurchase agreements financing certain of the Company’s investments in asset-backed bonds. The Board was informed that the Company had little remaining capacity to meet additional margin calls and that the Lender had informed the Company that the credit facilities would not be increased due to market conditions and uncertainty in the asset-backed securities market. Management told the Board that the Lender had expressed a strong desire that the Company improve its liquidity position as soon as possible. The Board formally re-engaged Citi to explore strategic alternatives and expanded the scope of the engagement to include an offering of convertible debt in the range of $25 million to $50 million. The Board instructed management to continue discussions currently in progress with potential sources of near-term liquidity.

     During the Board meeting of September 10, 2007, management provided the Board a summary of terms on a proposed financing by the Davidson Trust for $15 million for a one-year term. Following a thorough discussion of the proposal, the Board approved the $15 million financing and determined to continue efforts to obtain additional, longer term financing.

     At the October 22, 2007, Board meeting, the Board was provided details of the Origen 2007-B asset-backed securitization that was closed on October 16, 2007. Management

reported that while the transaction was profitable to the Company, the execution was very difficult in the current market in which virtually no asset-backed securitization deals were being completed. During this meeting, considerable discussion ensued concerning alternatives to the existing financing facilities with the Lender, given the Lender’s recently announced earnings and liquidity problems as a result of exposure to the subprime market. The Board was updated on discussions in progress between management, Citi and potential sources of capital and liquidity.

     During the Board meeting of November 12, 2007, management provided an update of the continuing deterioration of credit market conditions and informed the Board that it had tightened borrower credit qualifications resulting in decreased loan originations in response to the credit market conditions. Management posited three options for the Company which were (1) continue the current business approach, with a very uncertain exit strategy for permanent financing of loans originated for the Company’s account, uncertain availability of warehouse financing and residual interest funding, and assuredly increased pricing of such financing, if available; (2) restart the difficult process of identifying a buyer for the Company, given current market conditions; and (3) close down loan origination activities and run off the existing loan portfolio. Representatives of both Citi and the Lender joined the Board meeting via teleconference. Citi provided commentary on discussions with potential interested parties regarding the purchase of the Company or provision of some form of financing. The Lender provided commentary on the asset-backed securities market and the prospects for renewal of the existing facilities with the Company. The indication from the Lender was that renewal was likely, but at a significantly higher cost. Following these discussions, the Board concluded the best course of action was to continue efforts through Citi to find a buyer for the Company or a source of increased capital and liquidity.

     At the Board meeting of December 14, 2007, the Board discussed the most critical issues facing the Company over the next 60 days. These issues were identified as a renewal of credit facilities with the Lender before they expired in March 2008, the execution of the next asset-backed securitization, and continued efforts to find a buyer for the Company or a provider of capital and liquidity.

     Representatives of the Lender joined the Board meeting of January 15, 2008, to discuss the prospects for the securitization of the Company’s loans currently held on the Lender’s warehouse facility, as well as prospects for renewal of the facility, including the supplemental advance portion of the facility. No definitive answers were provided by the Lender. Representatives of Citi also participated in the meeting and updated the Board regarding the interest of prospective purchasers and the beginning of due diligence.

     During the Board meeting of January 31, 2008, the Board was provided an update on market conditions and developments including rate reductions by the Federal Reserve Bank, developments regarding bond insurers (in particular, Ambac Assurance Corporation), the continuing efforts of banks to shrink balance sheets (in particular, the Lender), and the current status of the securitization market. The Board was also briefed regarding three entities currently performing due diligence. The Board was made aware

of discussions with the Lender whereby the Lender stated concerns regarding the value of the Company’s collateral supporting the warehouse facility and the repurchase agreements, and indicated that a liquidation of certain of the Company’s collateral could be required to reduce the Lender’s exposure. In relation to these concerns, the Lender requested management to prepare an estimate of cash requirements in a run-off scenario. This forecast was shared with the Board during the meeting.

     At a meeting of the Board on February 5, 2008, the Board was provided an update on meetings and discussions with various parties concerning the sale of the Company, the refinancing of the Lender facilities, or the sale of certain of the Company’s assets.

     On February 14, 2008, the Board met to discuss the challenges facing the Company. Management informed the Board that the Company was forced to liquidate certain of the Company’s asset-backed bonds in order to satisfy the outstanding balance of repurchase agreements held by the Lender, for which the bonds served as collateral. The sale of the bonds generated funds in excess of the amount necessary to pay off the repurchase agreements, and the Lender applied such excess proceeds against the warehouse facility. A loss of $9.2 million was incurred by the Company on the sale of the bonds. Efforts by management to find potential providers of credit to replace the Lender credit facilities clearly indicated that any new credit facility would be extremely expensive and have a significantly reduced advance rate which would require the Company to fund a larger portion of its loans with its own funds, therefore requiring significant capital. Representatives of the Lender indicated to management that the Lender was willing to continue funding under the existing facilities until the scheduled maturity date of March 14, 2008, as long as the Company was moving towards a sale of the Company, the sale of certain assets of the Company, or a refinancing with another party. The Lender also indicated a willingness to continue funding under the existing facilities beyond the maturity date, under certain conditions, if a sale of the Company was imminent. Citi advised the Board that bids were expected in a matter of days for the purchase of the Company’s loan servicing rights and its un-securitzed loans. Also, Citi disclosed that an indicative bid for a whole Company purchase had been received. Following a lengthy discussion of the Company’s situation and alternatives, the Board instructed management to proceed to explore all options.

     At a March 4, 2008, meeting of the Board, the Board was advised of the status of the various alternatives being explored by management, as follows: (1) bids were imminent for the purchase of the Company’s servicing rights; (2) bids were imminent for a purchase of the Company’s unsecuritized loans; (3) the whole Company bidder was in the final stages of due diligence; (4) a refinance proposal had been submitted to the Company that could take out all of the Lender’s existing credit facilities, with the possibility of a follow-up bid for the purchase of the whole Company; (5) discussions were ongoing with other potential interested buyers of the Company; and (6) discussions were in process with representatives of a related party regarding interest in the Company at several different levels. The Board discussed these developments at length. Management was requested to make a formal request to the Lender as to terms of a

renewal or continuance of the existing credit facilities in conjunction with the alternatives under consideration by the Company.

     The Board convened another meeting on March 5, 2008, to receive updates on the status of bid activity. Citi informed the Board that the bidder for the whole Company had decided not to submit a final bid. A bid was received from Green Tree for the purchase of servicing rights. The initial review of this bid by management indicated that it tracked very closely to internal valuations of the value of the Company’s servicing rights. An additional bid was still expected, also for the purchase of servicing rights, as well as for unsecuritized loans. Discussions were ongoing with several other parties. The Board was informed that no response had yet been received from the Lender regarding terms for a renewal or extension of the existing credit facilities. In order to better enable the Board to assess the alternatives available to the Company, management presented a comprehensive run-off scenario in which the Company would sell various assets and continue to manage its residual interests in the securitized loan portfolios in order to preserve stockholder value as contemplated by the Plan. The Board instructed management to proceed with the preparation of a formal letter of intent to sell the Company’s servicing rights to Green Tree, with the understanding that such sale would require approval by the Company’s stockholders, as well as to continue discussions with all interested parties. The Board also instructed management to continue to negotiate a definitive agreement with an alternate credit facility provider.

     The next meeting of the Board took place on March 7, 2008. The Board was updated on the letter of intent to sell the Company’s servicing rights and that discussions with representatives of a related party that had provided previous funding were continuing. Since the prior meeting, new bids had been received for both the unsecuritized loans and the servicing rights. The Board examined the various bids and alternatives and determined that, with respect to the servicing rights, the Green Tree bid would provide the most value to the stockholders due to the higher purchase price and other factors, including the quality of Green Tree’s servicing capabilities which could affect the value of the Company’s retained interest in its securitized loan portfolios. Citi expressed a belief based on discussions with the Lender in light of the bids received that the Lender would be willing to continue to fund the warehouse facility through consummation of a transaction. Negotiations were also continuing with the alternative credit facility provider. Management advised the Board that, due to continued deterioration in the capital markets, the lack of a profitable exit in the securitization market, and continued pressure from the Lender, management believed that it was in the best interests of the Company to sell the unsecuritized loans. Following a thorough discussion, the Board approved the sale of the unsecuritized loans to the highest bidder.

     The Board met again on March 9, 2008, and was informed that management was attempting to incent the loan buyer to close the purchase by the March 14, 2008, maturity date of the Lender’s warehouse facility. The sale would provide sufficient funds to pay off the warehouse facility, excluding the amount relating to the supplemental advance facility. Work was progressing on the letter of intent with Green Tree regarding the sale of servicing rights. No official word had been received from the Lender regarding a willingness to extend the credit facilities beyond the maturity date. The term sheet from the alternative credit provider was set to expire at 9:00 p.m. the current day. A condition

of the continuation of the proposal was the payment of a $500,000 expense deposit. In the absence of any certainty regarding the Lender’s actions on the March 14, 2008, maturity date, the Board authorized payment of the expense deposit and execution of the alternative credit provider’s term sheet.

     The Board next met on March 10, 2008, and was informed that earlier that day the Lender had agreed to extend the warehouse facility to accommodate the close of the unsecuritized loan sale and that the supplemental advance portion of the facility would be extended for three months subject to certain terms and conditions. Based on this development, the Board formally rejected the financing proposal from the alternative credit provider and requested a return of any unused portion of the expense deposit.

     On March 12, 2008, the Board met again, and was advised by management that the sale of the unsecuritized loans was scheduled to close by March 14, 2008, the term sheet for the sale of the servicing rights to Green Tree was ready to execute, and conversations were continuing with several parties regarding a sale of the Company. The Board authorized management to execute the Green Tree term sheet on terms and conditions substantially similar to those presented.

     The next meeting of the Board occurred on March 19, 2008. The Board was informed that the unsecuritized loan sale closed as scheduled and the warehouse facility was paid off, excluding the supplemental advance facility. The Board was also informed that the letter of intent had been executed for the sale of the servicing rights to Green Tree.

     At the April 3, 2008 meeting of the Board, the Board was advised that work was progressing on definitive agreements for the sale of the servicing rights to Green Tree. The Board approved the retention of Stout Risius Ross, Inc. (“SRR”) to provide a fairness opinion to the Board regarding the Green Tree sale. Management reported active discussions with several parties interested in the purchase of the Company’s third party loan origination platform. A financing proposal from the Davidson Trust was presented to the Board for consideration. The proposal was sufficient to pay off all remaining debt to the Lender. The terms of the proposal were more favorable to the Company than the proposal from the alternative credit provider recently rejected by the Board as well as other indicative offers to refinance the facility. Following a thorough discussion of the proposal and comparisons to other pricing indications, the Board approved the proposal.

     During the following several weeks, management and representatives of Green Tree continued to negotiate the terms of the sale of the Servicing Platform.

     The Board met on April 22, 2008 and discussed various deal points of the Green Tree transaction. Representatives of SRR joined the meeting via teleconference and provided an executive summary of its opinion which was reviewed by the Board. Management informed the Board of the receipt of an indicative bid to purchase the Company’s third-party loan origination platform. Following a discussion of the bid, management was instructed to continue negotiations and attempt to reach agreement for a sale of the origination platform and to proceed to finalize the definitive agreements for the sale of servicing rights to Green Tree. A resolution was approved by the Board to adopt the Plan, including the sale of the servicing rights to Green Tree substantially upon the terms of the APA, and to submit the Plan to the stockholders for approval

at the Company’s 2008 annual meeting of stockholders, and to recommend that the stockholders vote for the Plan.

     On April 30, 2008, the Board met to approve and ratify the sale of the Servicing Platform to Green Tree, upon the terms and conditions of the APA, and to receive a bring-down of the fairness opinion from SRR whereby SRR confirmed that the consideration to be paid in the transaction was fair from a financial point of view. The Board authorized management to execute the APA and the other agreements contemplated by the APA and to consummate the sale of the Servicing Platform to Green Tree, subject to the requisite stockholder approval.

          Review of Prospects if Plan were not completed

          As part of the process described above relating to the Board’s approval of the Plan, the Board considered the Company’s alternatives. In particular, the Board considered the following factors:

	•		the continuing credit market crisis;
	•		our falling stock price;
	•		the unavailability of financing upon reasonable terms;
	•		the lack of profitable exit into the securitization market;
	•		the suspension of originating loans for our own account;
	•		the sale of our whole loan portfolio in order to meet our existing debt obligations;
	•		the need to meet further debt obligations;
	•		the projected reduced profitability of continuing operations under our current Servicing Platform and our origination platform, which was being used to provide third-party services only; and
	•		the quality of the strategic alternatives presented to the Board from various bidders.

In light of these factors, the Board determined that it was advisable and in the best interest of Origen to adopt the Plan. Please note that individual directors may have considered various of these or other factors, and each may have given varying degrees of weight to the particular factors.

Financial Advisory Fee

          Pursuant to the engagement letter with Citi, we are required to pay a fee of 1.5% of the sales price upon consummation of a sale of the Company, or, if a transaction other than a sale of the Company is consummated, then we agree to negotiate in good faith with Citi to arrive at a fee. We are currently in discussions with Citi in order to determine the fee that will be paid to Citi upon consummation of the sale of the Servicing Platform.

Fairness Opinion

          On March 29, 2008, we retained Stout Risius Ross, Inc. (“SRR”) to render to our Board of Directors an opinion as to the fairness, from a financial point of view, of the Purchase Price (as such term is defined in the APA) to be received by the Company in connection with the sale of our Servicing Platform.

          On April 22, 2008, SRR rendered an oral opinion to our Board of Directors (which was subsequently confirmed in writing by delivery of SRR’s written opinions dated April 22, 2008 and April 30, 2008), to the effect that, as of such dates and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by SRR, that the consideration to be received by the Company in connection with the sale of our Servicing Platform is fair, from a financial point of view. A copy of SRR’s written opinion is attached to this proxy statement as Annex E.

          SRR’s opinion was directed to our Board of Directors and only addressed the fairness, from a financial point of view, of the consideration to be received by the Company in connection with the sale of our Servicing Platform and does not address any other aspect or implication of the transaction. The summary of SRR’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by SRR in preparing its opinion. SRR’s opinion was provided for the information of the Board of Directors in connection with their evaluation of the transaction contemplated by the APA, and does not address our underlying business decision to proceed with or effect the sale of the Servicing Platform, or the relative merits of the sale of the Servicing Platform compared to any alternative business strategy or transaction and does not constitute a recommendation to any stockholder as to how to vote.

          While SRR rendered its opinion and provided certain analyses to the Company’s Board of Directors, SRR was not requested to, and did not, make any recommendation to the Board of Directors as to the specific form or amount of the consideration to be received by the Company in the proposed sale of the Servicing Platform, which was determined through negotiations between the Company and Green Tree.

     In arriving at its opinion, SRR, among other things:

	•		reviewed all relevant servicing agreements, including the securitized loan servicing agreements and the agreements to service loans for third parties;
	•		held discussions with Origen’s management concerning its business, industry, history and prospects;
	•		reviewed Origen’s audited financial statements for the fiscal years ended December 31, 2006 and 2007, as presented in its Annual Report on Form 10-K for the year ended December 31, 2007;
	•		reviewed Origen’s consolidating income statement and balance sheet for the year ended December 31, 2007 and the three month period ending March 31, 2008;
	•		reviewed Origen’s internal financial model, dated March 31, 2008, detailing the annual cash flow for servicing rights for each pool of loans;
	•		reviewed various drafts of the APA, including the draft dated April 28, 2008;

	•		reviewed a document titled, Cost per Loan Report, dated December 2007;
	•		reviewed an internally prepared document titled, Securitization Pool Forecast Summary, dated January 31, 2008;
	•		reviewed the historic and projected Constant Default Rate (CDR) Curve, Voluntary Constant Prepayment Rate (CPR) and Recovery Rates for the Company’s securitizations, dated February 29, 2008;
	•		reviewed a certificate addressed to SRR from senior management of the Company which contained, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided by or on behalf of the Company; and
	•		an analysis of other facts and data resulting in SRR’s conclusions.

     Material Assumptions Made and Limitations and Qualifications on the Review. In rendering its opinion, SRR assumed and relied upon, without independent verification, accuracy and completeness of all financial and other information that was publicly available, furnished by Origen, or otherwise reviewed by or discussed with SRR without independent verification of such information and assumed and relied upon the representations and warranties of the parties contained in the draft APA, dated April 28, 2008. SRR also assumed, without independent verification, that the financial forecasts and projections regarding the Servicing Platform provided to them had been reasonably prepared and reflect the best currently available estimate of the future financial results of the Servicing Platform, and SRR has relied upon such projections in arriving at its opinion. SRR was not engaged to assess the reasonableness or achievability of such forecasts and projections or the assumptions upon which they were based and express no view as to the forecasts, projections, or assumptions. SRR assumed that the transaction will be consummated on the terms described in the APA, without any waiver of any material terms or conditions by Origen or Green Tree.

          SRR’s opinion is premised on the assumption that the assets, liabilities, financial condition and prospects of Origen as of the date of the letter provided by management have not changed materially since the most recent financial information made available to them.

          Furthermore, in connection with its opinion, SRR was not requested to, and did not conduct a physical inspection or individual appraisal of Origen’s facilities. SRR’s opinion is necessarily based on business, economic, market, and other conditions as they exist and can be evaluated at the date of their letter. It should be noted that although subsequent developments may affect its opinion, SRR does not have any obligation to update, revise, or reaffirm its opinion. SRR reserves the right, however, to withdraw, revise, or modify its opinion based upon additional information which may be provided to or obtained after the issuance of the opinion and which suggests, in its judgment, a material change in the assumptions upon which its opinion is based.

          SRR was not requested to opine as to, and their opinion does not in any manner address: (i) Origen’s underlying business decision to proceed with or effect the transaction, (ii) the terms of any agreements or documents related to, or the form or any other portion or aspect of, the transaction, except as specifically set forth therein, (iii) the fairness of any portion or aspect of the transaction to the holders of any class of securities, creditors or other constituencies of Origen, or (iv) the solvency, creditworthiness or fair value of Origen or any other participant in the transaction under any applicable laws relating to bankruptcy, insolvency or similar matters. Further, SRR was not requested to consider, and their opinion does not address, the merits of the transaction relative to any alternative business strategies that may have existed for Origen or the effect of any other transactions in which we might have engaged, nor did they offer any opinion as to the terms of the APA. Moreover, SRR was not engaged to recommend, and did not recommend, a transaction price, and did not participate in the transaction negotiations. Furthermore, no opinion, counsel or interpretation is intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. SRR has also assumed, with our consent, that the final executed form of the APA will not differ materially from the draft APA, dated April 28, 2008, that they have examined, that the conditions to the transaction as set forth in the APA will be satisfied or waived, and that the transaction will be consummated on a timely basis in the manner substantially contemplated by the APA.

          In preparing its opinion to the Board of Directors, SRR performed a variety of analyses, including those described below. Neither the Board of Directors nor the Company placed any limitation on the scope of SRR’s investigation or the procedures followed by SRR in rendering its opinion. The summary of SRR’s analyses is not a comprehensive description of all analyses and factors underlying SRR’s opinion.

          Review of Solicitation Process and Other Key Considerations. SRR reviewed with the Company its understanding of certain factors impacting the Company that led to the solicitation process undertaken by Citi to assist the Company in exploring third party interest in a transaction involving the Company. SRR highlighted that:

	•		The credit markets deteriorated during 2007 and have continued to deteriorate in early 2008, and have adversely impacted the Company’s business and financial condition.
	•		Problems in the sub-prime market have impacted lenders and investors in other asset classes such as manufactured housing loans.
	•		The Company’s stock price has declined to approximately $2.20 per share compared to a high of over $7.00 per share in April 2007.
	•		Given the current debt market environment and the difficulty of securing favorable financing in the securitization market, the Company determined it was not profitable to continue originating loans.
	•		On March 14, 2008 the Company’s warehouse credit facility with Citigroup Global Markets Realty Corp. matured and was not renewed. On the same day, the Company sold approximately $174.6 million in aggregate principal balance of unsecuritized loans for approximately $155.0 million (or approximately 90% of par) to pay off the outstanding loan balance of approximately $146 million on the warehouse credit facility.

	•		The Company’s auditors expressed substantial doubt regarding Origen’s ability to continue as a going concern.
	•		The Company renewed its agreement with Citi originally entered into in early 2006 to explore strategic alternatives in early 2008.
	•		Interest to purchase the entire Company has not resulted in an acceptable offer for the Company to date.
	•		Several parties expressed interest in purchasing certain assets, including the Servicing Platform.
	•		Management believes that Green Tree’s offer provides the best alternative for the Company.

          Review of Financial Analysis. In delivering its opinion to the Company’s Board of Directors, SRR prepared and delivered to the Company’s Board of Directors written materials containing various analyses and other information material to the opinion. In determining its opinion, SRR analyzed the Company’s servicing rights, servicing advances, the lease obligation and other operating costs of its Servicing Platform.

          The following is a summary of the analyses contained in the materials:

          Servicing Rights. SRR reviewed management’s calculations of the annual projected cash flow generated for the servicing rights in place as of the expected date of the transaction. Servicing revenue is contractual and based on a percentage of the unpaid loan principal balance (“UPB”), which ranges between 50 and 150 basis points, plus ancillary income. In addition, the UPB was estimated based on the default rates and prepayment rates determined by the Company’s proprietary model.

          The key drivers/assumptions underlying the servicing cash flows include the default rate and prepayment rate. The Company developed a proprietary credit scoring model based on ten years of historical data and validated the model through internal back testing and through an independent, external party. The Company uses the assumptions generated by the model as well as historic performance to forecast cash flows from servicing loans.

          In general, the lower the assumptions regarding the default rate and prepayment rate, the higher the value of the servicing cash flows. Per management, current prepayment rates are at a low level and would not be expected to decline further. Additionally, SRR observed the following:

•

SRR reviewed data presented by management illustrating the consistency between historical and predicted default rates, prepayment rates and recovery rates.

	•		Current delinquency rates for sub-prime mortgages increased during 2007. Furthermore, California represented a significant percentage of total foreclosures in the country. Given the Company’s concentration of loans in California, the risk that the Company’s default rate would increase rather than decrease is greater.
	•		A lower default rate would improve cash flows to the Company. However, management indicated the variance is not significantly different than the predicted/forecasted rates and would not materially change the projected cash flows.

          SRR focused on management’s estimate of the Company’s average direct and indirect costs of servicing. While other servicers’ operating costs may be lower, SRR used the Company’s costs in arriving at their valuation conclusions. SRR noted that as the UPB of the servicing portfolio declines over time, the total cost would increase as a percentage of the UPB thereby reducing the amount of income to the Company. SRR discounted the net servicing cash flows to the present using a range of discount rates of 10% to 15%. The low-end of the range is based on the approximate current coupon rates of the loans previously originated by Origen. The high-end incorporates an estimated cost of capital based on current market conditions.

          Servicing Advances. Servicing advances represent any prepaid insurance premiums, principal and interest payments, escrow advances, repossession expenses or other mortgage-related charges made by the servicing agent on behalf of a delinquent borrower and have priority over other obligations once a foreclosed property is sold. These advances would be expected to be recouped, however, the timing of actual receipt is not predictable. Although the cash flows are relatively short term and low risk, recent bids and sales indicate these assets trade at a discount to par. The Company recently sold certain escrow advances at 70% of the amounts advanced. Given this experience and the low risk in receiving the payments within a short time frame, SRR estimated the range of value of the servicing advances to be 70% of the total amount advanced to 100% of the total amount advanced.

          Fort Worth Lease and Assets. Additionally, Green Tree expects to assume Origen’s lease obligations with respect to the Fort Worth, Texas servicing facility as well as retain some of the current employees. Management does not expect to incur any future obligations associated with the lease. The proposed purchase price reflects the assumption of these obligations by Green Tree. The Company estimates these costs at approximately $2 million.

The foregoing principal considerations formed the basis for SRR’s opinion that the purchase price to be received by the Company in the transactions contemplated pursuant to the APA is fair from a financial point of view.

          Additional Considerations. The preparation of a fairness opinion is a complex analytical process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. SRR believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on summary information, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

          SRR’s opinion is furnished solely for the use and benefit of the Board of Directors in connection with the sale of the Servicing Platform, and is not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, for any other purpose, without SRR’s express, prior written consent. SRR received a fee for its services, however, its compensation for providing financial advisory services to the Board of Directors was neither based nor contingent on the results of its engagement. Further, none of SRR’s employees who worked on this engagement have any known financial interest in the assets or equity of Origen or the outcome of its engagement. In addition, Origen has agreed to indemnify SRR for certain liabilities arising out of their engagement. SRR has not previously provided financial advisory services to Origen or Green Tree.

          Interests that may not be Aligned with Stockholders

          Executive Officer Change of Control Payments and Retention Bonuses

          Ronald A. Klein, Origen’s Chief Executive Officer, is entitled to certain benefits following a change in control of Origen, as defined in his employment agreement. The closing of the transactions contemplated by the APA will vest such benefits, entitling Mr. Klein to a payment equal to 2.99 times the sum of (a) his then current base salary, and (b) fifty percent of his then-current target bonus. Mr. Klein’s payment will be payable upon the first to occur of: (i) the first anniversary of the change in control if he is still employed by Origen; (ii) the termination of his employment without cause by Origen or he resigns with good reason during the six-month period following the change of control; or (iii) his death or disability during the one-year period following the change of control. No payment will be payable if Mr. Klein is terminated for cause or resigns without good reason before the first anniversary of the change in control. If payable, this payment will be in addition to any severance payment and non-compete payments described above to which Mr. Klein is entitled. Further, if any payments constitute a “parachute payment” under Section 280G(b)(2) of the Internal Revenue Code, thereby requiring the payment of excise taxes, then Origen will gross up such payments to cover all applicable excise taxes. See “Executive and Director Compensation — Material Information Relating to the Summary Compensation Table and Grants of Plan Based Awards — Employment Agreements” and “Executive and Director Compensation — Disclosure Regarding Termination and Change In Control Provisions.”

          W. Anderson Geater, Jr., Chief Financial Officer, J. Peter Scherer, Origen’s President and head of Operations, and Mark Landschulz, Origen’s Vice President of Portfolio Management, are also entitled to certain benefits following a change in control of Origen, which will vest upon the closing of the transactions contemplated by the APA. Following a change in control of Origen, as defined in their employment agreements, each such executive may be entitled to a payment following a change in control equal to 2.0 times the sum of (a) his then-current base salary, and (b) fifty percent of his then-current target bonus. Each executive’s payment will be payable upon the first to occur of: (i) the first anniversary of the change in control if he is still employed by Origen; (ii) the termination of his employment without cause by Origen or he resigns with good reason during the six-month period following the change of control; or (iii) his death or disability during the one-year period following the change of control. No payment will be payable if the executive is terminated for cause or resigns without good reason before the first anniversary of the change in control. If payable, the change of control payment will be in addition to any severance payment and non-compete payments described above to which the executive is entitled. Further, if any payments to the executive constitute a “parachute payment” under Section 280G(b)(2) of the Code, thereby requiring the payment of excise taxes, then Origen will gross up such payments to cover all applicable excise taxes. See “Executive and Director Compensation — Material Information Relating to the Summary Compensation Table and Grants of Plan Based Awards — Employment Agreements” and “Executive and Director Compensation — Disclosure Regarding Termination and Change In Control Provisions.”

          Origen has entered into retention agreements with Benton E. Sergi (Senior Vice President of Operations), Laura Campbell (Senior Vice President of Human Resources), Brett Thomas (Senior Vice President of Servicing), and Paul J. Galaspie (Senior Vice President and Chief Information Officer). Under these agreements, each executive will be paid a retention bonus equal to the amount of his or her current base salary if (i) he or she remains employed by Origen or a successor of Origen for twelve months from the date of the agreement, or (ii) if during such twelve-month period his or her employment is terminated by Origen for any reason other than insubordination, incompetency or dishonesty, and he or she is not offered employment by a successor to Origen. If payable, the retention bonus will be paid in accordance with Origen’s payroll schedule over the course of one year. See “Executive and Director Compensation — Material Information Relating to the Summary Compensation Table and Grants of Plan Based Awards — Employment Agreements” and “Executive and Director Compensation — Disclosure Regarding Termination and Change In Control Provisions.”

          Acceleration of Vesting of Restricted Stock Awards

          Upon the closing of the transactions contemplated by the APA, all of the unvested shares of restricted stock owned by participants in Origen’s 2003 Equity Incentive Plan, as amended, will vest. The following table shows the number of unvested shares of restricted stock owned by each of our directors and executive officers that would vest on the expected closing date. See “Executive and Director Compensation — Disclosure Regarding Termination and Change in Control Provisions,” “Executive and Director Compensation — Outstanding Equity Awards at Fiscal Year End” and “Executive and Director Compensation — Director Compensation.”

Director or Executive Officer		Unvested Shares
Paul A. Halpern, Chairman of the Board			6,334
Richard H. Rogel, Director			6,334
Gary A. Shiffman, Director			6,334
Michael J. Wechsler, Director			6,334
Robert S. Sher, Director			3,334
Ronald A. Klein, Director and Chief Executive Officer			150,000
J. Peter Scherer, President and Head of Operations			51,000
W. Anderson Geater, Jr., Chief Financial Officer and Secretary			55,000
Mark W. Landschulz, Executive Vice President, Portfolio Management			54,000
Laura Campbell, Senior Vice President, Human Resources			13,000
Paul J. Galaspie, Senior Vice President and Chief Information Officer			13,000
Benton E. Sergi, Senior Vice President, Operations			18,500
Brett Thomas, Senior Vice President, Servicing			5,667

          Repayment of Loans from Davidson Trust

          In September 2007, we borrowed $15 million and in April 2008 we borrowed an additional $46 million from the Davidson Trust, an affiliate of William M. Davidson. Mr. Davidson is the sole member of Woodward Holding, LLC. Paul A. Halpern, the Chairman of our Board of Directors, is the sole manager of Woodward Holding, LLC and is employed by Guardian Industries Corp. and its affiliates, of which Mr. Davidson is the principal. The $15

million loan matures on September 11, 2008 and the $46 million loan matures on April 8, 2011. See “Certain Relationships and Related Party Transactions.” We intend to pay off the $15 million loan in its entirety and to pay down not less than $10 million on the $46 million loan with proceeds from the sale of the Servicing Platform.

          Consideration to be paid to Origen Pursuant to the Plan

          The consideration to be paid to Origen in consideration of the sale of our Servicing Platform, is approximately $33.8 million less a downward adjustment based on the unpaid principal balance at closing of the serviced loans that are transferred in the sale, plus the purchase of between $4 million and $6 million in unreimbursed insurance premiums and unreimbursed servicing advances, plus the assumption of certain of our lease obligations, as more fully described below under “Material Terms of the Asset Purchase Agreement In General” and “- Post-Closing Adjustment to Purchase Price.”

          The balance of cash flow from the Plan is expected to come primarily from the residual proceeds from our securitized loan portfolio. Please see the section of this proxy statement titled “Pro Forma Cash Flow” for a summary of these expected cash flow.

          Material United States Federal Income Tax Consequences of the Plan

          The specific tax consequences of the APA are described in the section below pertaining to the sale of the Servicing Platform to Green Tree.

          With respect to other aspects of the Plan, the Board anticipates that generally, the Company will continue its status as a REIT. If in connection with the Plan the Board determines to dispose of certain assets of the Company, whether such dispositions trigger taxable gain or loss will depend on the purchase price and respective tax bases of such assets. If net taxable gain is realized, it is possible that such gains could be offset by loss carry forwards of the Company. Even if there are insufficient loss carry forwards, it is possible that such income or gain may be eliminated through the dividends paid deduction arising from the Company’s distribution of taxable income to stockholders. It is not certain, however, whether the Company will have sufficient liquidity to make such distributions.

          Stockholders of the Company will report distributions they receive from the Company, if any, as dividends to the extent of the Company’s current and accumulated earnings and profits, thereafter as a return of capital to the extent of their tax basis and then as capital gain. Stockholders must also report their share of any excess inclusion income arising from the Company’s residual interests in REMICs and non-REMIC securitizations.

Material Terms of the Asset Purchase Agreement

          The following is a summary of the APA relating to the sale of our Servicing Platform. The description of the APA is qualified in its entirety by reference to the complete text of the APA attached as Annex C to this proxy statement and the text of the Voting Agreement attached as Annex D to this proxy statement. We urge you to read these agreements carefully in their entirety.

     The APA contains representations and warranties that Origen and certain of its subsidiaries, on the one hand, and Green Tree, on the other hand, made to each other as of the date of the APA or other specific dates, and such representations and warranties should not be relied upon by any other person. The assertions embodied in those representations and warranties were made solely for purposes of the contract between Origen and certain of its subsidiaries and Green Tree and are subject to important qualifications and limitations agreed to by such parties in connection with negotiating the APA. Accordingly, you should not rely on the representations and warranties as accurate or complete or characterizations of the actual state of facts as of any specified date since they are modified in important part by the underlying disclosure schedules and are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among Origen and certain of its subsidiaries and Green Tree rather than establishing matters as facts.

          In General

          On April 30, 2008, we and two of our wholly-owned subsidiaries, Origen Servicing, Inc. and Origen Financial L.L.C. (the latter two, together, the “Sellers”), entered into the APA with Green Tree. Under the APA, we agreed to: (i) appoint Green Tree as a successor servicer under the loan servicing agreements to which any Seller is a party; (ii) assign to Green Tree Origen’s right to receive payment of unreimbursed force-placed premiums and unreimbursed servicing advances made on the accounts being serviced; (iii) assign to Green Tree each Seller’s rights under the lease of its Fort Worth servicing facility; (iv) transfer to Green Tree certain personal property at such facility; and (v) assign to Green Tree each Seller’s goodwill associated with its role as a servicing party.

          The purchase price to be paid by Green Tree pursuant to the APA is approximately $33.8 million, which will be adjusted downward based on the unpaid principal balance at closing, plus between $4 million and $6 million of advances owed to us by third parties. The purchase price is calculated based upon (i) 2.04% of the unpaid principal balance, as of the closing date, of the principal amount of loans for which we act as servicer or sub-servicer; (ii) 84.2% of the aggregate amount of the unreimbursed servicing advances, with exceptions; (iii) 84.2% of the aggregate earned but unreimbursed force-placed premiums; and (iv) $1.00 for the goodwill associated with our role as a servicing party, including software applications, know-how and policies and procedures. At closing, the purchase price will be calculated based upon estimates and will be adjusted up or down, dollar-for-dollar, within 30 days of the closing once actual numbers are known.

          If either party terminates the agreement because the termination date passes, the stockholders fail to approve the APA or Green Tree terminates the APA due to the breach of any covenants, representations or warranties of Origen or either of the Sellers, and within twelve months after the date of such termination, Origen or either of the Sellers or their respective affiliates enters into a definitive agreement with any third party with respect to the sale or other conveyance of all or a substantial portion of the property to be conveyed pursuant to the APA, then Origen and Sellers shall be jointly and severally liable to pay Green Tree a termination fee of $1,250,000. In addition, in the event that our Board of Directors withdraws or modifies its approval of the APA and Green Tree exercises its right to terminate the APA in such event, to the extent not prohibited by applicable law, Sellers and Origen will have to pay such termination fee to Green Tree.

          Representations and Warranties of Origen

          We have made a number of customary representations and warranties to Green Tree in the APA regarding aspects of our business, financial condition, structure and other facts pertinent to the purchase of our loan servicing business and certain other assets. These include representations and warranties, of us and the Sellers, as to the following:

	•		corporate organization, existence, good standing and qualification to do business;
	•		authorization and delivery of the APA and related documents and the binding nature of the obligations thereunder;
	•		compliance with applicable laws; material authorizations and permits;
	•		absence of litigation;

	•		brokerage and finder’s fees payable;
	•		the assignment to Green Tree of the servicing agreements pursuant to which we provide manufactured housing loan services;
	•		title to all real and personal property conveyed in the sale, including the lease of our facility in Fort Worth, Texas;
	•		the accuracy of information provided to Green Tree;
	•		conduct of our business;
	•		the accuracy of disclosure in data files provided;
	•		absence of powers of attorney with respect to conveyed property, serviced accounts or servicing rights, other than as disclosed;
	•		SEC report compliance;
	•		employee benefits and employment matters;
	•		the receipt of the opinion of our financial advisor, SRR, as to the fairness from a financial point of view to Origen of the purchase price to be received under the APA;
	•		our solvency and the solvency of our affiliates;
	•		no requirement to register as an investment company;
	•		compliance with and delivery of a shared services agreement relating to the Fort Worth facility; and
	•		absence of liens, other than those disclosed to, and permitted by, Green Tree.

          Representations and Warranties of Green Tree

          Green Tree has made certain customary representations and warranties to us in the APA, in particular as to the following:

	•		organization and good standing;
	•		authorization and delivery of the APA and related documents and the binding nature of the obligations thereunder;
	•		compliance with applicable laws; no consents to transaction required;
	•		absence of litigation that would affect closing; and
	•		brokerage and finder’s fees.

          Survival of Representations and Warranties

          Generally, the representations and warranties under the APA will survive for 18 months after the closing. The representations and warranties of Origen and the Sellers relating to the receipt of the fairness opinion, solvency and investment company matters will survive three years, and their representations and warranties regarding certain employee matters and the shared securities agreement will survive for the applicable statute of limitations. Each party’s representations and warranties regarding broker fees, organizational matters, authority and the binding nature of the APA will survive the closing indefinitely, as will Origen’s and the Sellers’ representations and warranties as to title to the assets being conveyed to Green Tree.

          Additional Covenants of Origen and the Sellers

          Under the terms of the APA, we have agreed that, unless Green Tree otherwise consents in writing, we and our subsidiaries will, among other things:

	•		use commercially reasonable efforts to obtain affirmation letters from the rating agencies for the various securitizations in our securitized loan portfolio that the transactions contemplated by the APA will not cause a downgrade in the rating of the securities that have been rated by such rating agencies;
	•		conduct our business in the ordinary course and, in particular comply with all material obligations of our loan servicing business and the documents governing our securitized loan portfolio;
	•		not change our business practices relating to the loan servicing business and the other assets to be sold pursuant to the APA;
	•		not violate any material obligation of ours or duty imposed on us;
	•		not modify any servicing agreement or securitization document;
	•		not make any material changes to our servicing, billing, collections, loss mitigation practices, operations or policies of the servicing agreement or securitization programs;
	•		cooperate with Green Tree in good faith and provide all information Green Tree reasonably requests;
	•		pay to Green Tree all post-closing payments or reimbursements derived from unreimbursed servicing advances and force-placed premiums;
	•		not solicit the placement or renewal of any force-placed hazard insurance policies or other products or services related to the accounts to be transferred to Green Tree pursuant to the APA, except for the renewal of policies from certain specified existing accounts;
	•		update certain schedules to the APA;
	•		not encourage or solicit a competing bid for the assets subject to the APA, with certain exceptions relating to our Board of Director’s fiduciary duties;
	•		not solicit for employment certain key or management employees of Green Tree or its affiliates after consummation of the sale;
	•		reimburse Green Tree for certain credits of force-placed premiums charged or assessed pre-closing to an account to be transferred to Green Tree due to any cancellation of the related force-placed hazard insurance policy on or after the closing of the transactions under the APA;

	•		amend the agreements governing our loan servicing business to be sold pursuant to the APA when reasonably requested by Green Tree;
	•		continue to deliver compliance certifications required pursuant to the agreements governing our loan servicing business to be sold pursuant to the APA;
	•		take certain actions with respect to the preparation and filing of this proxy statement and the stockholders meeting; and
	•		maintain the facility in Forth Worth, Texas in the ordinary course of business.

          In addition, from the date of the execution of the APA until the fourth anniversary of the closing date, we and our subsidiaries shall:

•

not permit our unrestricted cash and cash equivalents to be less than $4 million until the first anniversary, $3 million from the first anniversary to the second anniversary, and $2 million from the second anniversary to the fourth anniversary (the “Minimum Liquidity Requirement”);

	•		not amend any secured debt documents if doing so would be adverse to Green Tree,
	•		not make any optional prepayments or refinancing of our secured debt if such prepayment would violate the Minimum Liquidity Requirement; and
	•		provide to Green Tree a quarterly unaudited consolidated balance sheet within three days after the end of each calendar quarter.

          Covenants Regarding Post-Closing Servicing and Operations

          Following the closing of the transactions contemplated by the APA we and Green Tree are expected to engage in the following:

	•		We will continue to service certain loans for a period of 15 days following notice to borrowers of the servicing transfer to Green Tree;
	•		We will deliver certain data files to Green Tree within 2 days of closing;
	•		Green Tree may, in its discretion, make offers of employment to certain of our current employees;
	•		If an existing servicer default exists with regard to any servicing agreements under a particular securitization, and following the closing date Green Tree is terminated as servicer of such servicing agreement, we are obligated to pay Green Tree an amount equal to 2.04% of the aggregate unpaid principal balance of the accounts subject to such servicing agreement;
	•		In acting as the servicer of the transferred loan accounts, Green Tree is obligated to apply acceptable standards of care. Notwithstanding, if at any time prior to four years following the closing date, Green Tree is terminated as the servicing party under any third party servicing agreements, we are obligated to pay Green Tree an amount equal to 2.04% of the aggregate unpaid principal balance of the our accounts subject to such third party serving agreements, minus any fee such third party is obligated to pay Green Tree as a result of their termination as servicer;
	•		Green Tree is required to periodically deliver to us servicing data for certain portions of our securitized loan portfolios and will post loan level data regarding our securitized loan pools on a publicly available website; and

•

Upon the triggering of a redemption right with respect to each securitized loan portfolio, Green Tree, as servicer, will have the option to redeem the notes issued on certain securitized loan portfolios. Green Tree is required to notify us if it elects not to make such redemption. Upon notification to us, we have the option to pay Green Tree the redemption price and force Green Tree to redeem such securitized loan series. Following our payment and notice and Green Tree’s redemption, Green Tree is required to convey the loans to us pursuant to a forward sale agreement which will be executed at that time.

          Transaction Costs; Taxes

          We and Green Tree will pay our respective transaction costs and expenses, although we will be liable for any recording fees and costs. We and Green Tree will equally share any sales or use tax or transfer taxes associated with the sale.

          Green Tree’s Conditions to Closing

          The conditions to Green Tree’s obligation to consummate the transactions contemplated by the APA include the following:

	•		the affirmative vote of the holders of our common stock representing a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting to enter into the transactions contemplated by the APA;
	•		an opinion of our financial advisor, SRR, as to the fairness, from a financial point of view, of the consideration to be received pursuant to the APA and such opinion shall not have been amended, qualified or withdrawn and shall be in full force and effect;
	•		subject to the materiality qualifiers contained in the APA, ours and Sellers’ representations and warranties must be true and correct;
	•		subject to the materiality qualifiers contained in the APA, we and Sellers must have complied with their covenants;
	•		there shall not have been any injunction against consummation of the transactions contemplated by the APA;

	•		we and Sellers shall have made the required closing deliveries, including, bills of sale, the appointment and assumption agreement for the loan servicing contracts, a transition services agreement, powers of attorney relating to the servicing agreements to be transferred to Green Tree as sub-servicer, financing statements, assignment of the lease for the Fort Worth, Texas servicing facility, legal opinions of our legal counsel, evidence of the discharge of certain liens, and a whole loan servicing agreement;
	•		receipt of affirmation letters from the rating agencies rating the various securitizations in our securitized loan portfolio;
	•		closing data files for each series of securitized loans;
	•		all required consents to approve the APA;
	•		there shall not have been any material adverse effect on the assets being sold or our ability to transfer servicing rights to Green Tree;
	•		each assigned lease shall be in full force and effect, including our lease of the Fort Worth, Texas servicing facility;
	•		there shall not be any existing liens on the property being conveyed to Green Tree, with certain exceptions; and
	•		evidence that we will continue to have at least $12.5 million in cash and cash equivalents after the closing of the transactions contemplated by the APA and the repayment of indebtedness to the Davidson Trust.

          Conditions to Origen’s Obligation to Closing

          The conditions to our obligation to consummate the transactions contemplated by the APA include the following:

	•		subject to the materiality qualifiers contained in the APA, Green Tree’s representations and warranties must be true and correct;
	•		subject to the materiality qualifiers contained in the APA, Green Tree must have complied with its covenants;
	•		there shall not have been any injunction against consummation of the transactions contemplated by the APA;
	•		Green Tree must have made the required closing deliveries, including bills of sale, the appointment and assumption agreement for the loan servicing contracts, the transition services agreement, assignment of the lease for the Fort Worth, Texas servicing facility, and the whole loan servicing agreement;
	•		receipt of affirmation letters from the rating agencies rating the various securitizations in our securitized loan portfolio; and
	•		the affirmative vote of the holders of our common stock representing a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting to enter into the transactions contemplated by the APA.

          Fairness Opinion

          Pursuant to the APA, the Sellers delivered to Green Tree a copy of a written opinion from SRR, our financial advisor, which is more fully described beginning on page 49. This opinion, delivered to our Board of Directors, states that based on and subject to the matters set forth in the APA, as of the date of the execution of the APA, the purchase price to be paid by Green Tree is fair to us from a financial point of view.

          Indemnification

          The Sellers and Origen, jointly and severally, agree to indemnify Green Tree and its affiliates, and securitization trustees in certain circumstances, in respect of any claims or liabilities that any of them incur or suffer arising from any breach of any of the representations or warranties of Origen or the Sellers in the APA or in any other closing document to which any Seller or any of their affiliates is a party, the nonperformance, noncompliance or breach by any Seller (or their respective affiliates) of any agreement, obligation or covenant to be performed by any of them under the APA, any of Sellers’ activities under the servicing agreements prior to closing, or any failure of Sellers or their affiliates to assume, pay, perform and discharge any liability that is not assumed by Green Tree.

          Green Tree agrees to indemnify Origen, the Sellers, and our affiliates in respect of any claims or liabilities that any of them incur or suffer arising from any breach of any representation or warranty by Green Tree in the APA, the nonperformance, noncompliance or breach by Green Tree of any agreement, obligation or covenant to be performed by it under the APA, any of Green Tree’s activities under the servicing agreements from and after the closing, or of Green Tree or its affiliates with respect to the property conveyed pursuant to the APA, or any failure of Green Tree or its affiliates to assume, pay, perform and discharge any liability that they assume under the APA.

          No indemnification will be required until the aggregate amount of all losses suffered and incurred by Origen or Green Tree, and their affiliates, which are subject to indemnification under the APA exceeds $250,000, in which event the indemnifying party will be required to pay the entire amount of such losses (subject to the cap discussed below). The indemnification obligations are not to exceed 50% of the purchase price paid pursuant to the APA, unless the losses to be indemnified relate to breaches of certain representations and warranties concerning organization and good standing, due authorization and binding nature, brokerage fees, title to conveyed property, certain litigation of the Sellers, activities of the Sellers under the servicing agreements before closing, Sellers’ failure to assume, pay or perform certain excluded liabilities, or breaches of covenants of the Sellers.

          Any losses subject to indemnification shall be reduced by the amount of any insurance proceeds received by the person seeking the indemnity. All parties have a duty to mitigate the losses for which they will seek indemnification.

          Termination

          The APA may be terminated at any time prior to closing in the following instances:

	•		mutual written agreement of the parties;
	•		by Origen or Green Tree, at any time after one or more of the required consents cannot be obtained, upon advance notice to the other;
	•		by Origen or Green Tree, upon written notice to the other at any time after September 1, 2008, if the closing of the transaction has not occurred by such date;
	•		by Origen or Green Tree, if any governmental authority issues a final injunction against the consummation of the transactions contemplated by the APA;
	•		by Origen or Green Tree, if our stockholders do not approve the Plan, including the transactions contemplated by the APA;
	•		by Green Tree, if there has been a breach of any of the covenants or representations or warranties of the APA on the part of Origen or either Seller that would reasonably be expected to result in the failure of the conditions to Green Tree’s obligations to be satisfied, after notice and opportunity to cure;
	•		by us, if there has been a breach of any of the covenants or representations or warranties of the APA on the part of Green Tree that would reasonably be expected to result in the failure of the conditions to Sellers’ obligations to be satisfied, after notice and opportunity to cure;
	•		by Green Tree, if our Board of Directors withdraws its approval of the APA after determining in good faith that the failure to withdraw its approval of the APA would violate its fiduciary duties to our stockholders; or
	•		by Green Tree, if our Board of Directors withdraws its approval of the APA after determining in good faith that the failure to withdraw its approval of the APA would violate its fiduciary duties to our stockholders and our stockholders do not approve the APA.

          If the APA is terminated in accordance with the termination provisions summarized above and such termination resulted from (i) the willful failure of any party to fulfill the conditions to the performance of the material obligations to the other parties, (ii) the willful failure of any party to perform a material covenant applicable to it, or (iii) the failure of a party to close after all conditions to closing for its benefit have been satisfied or waived, such party shall be fully liable for any and all liabilities and damages incurred or suffered by any other party as a result of such failure. Further, if either party terminates the agreement because the termination date passes, the stockholders fail to approve the APA or Green Tree terminates the APA due to the breach of any covenants, representations or warranties of Origen or the Sellers, and within twelve months after the date of such termination, Origen, either of the Sellers or their respective affiliates enters into a definitive agreement with any third party with respect to the sale or other conveyance of all or a substantial portion of the property to be conveyed pursuant to the APA, then, to the extent not prohibited by applicable law, Sellers and Origen shall be jointly and severally liable to pay Green Tree $1,250,000 (the “Termination Fee”). Sellers and Origen shall also be liable for the Termination Fee, to the extent not prohibited by applicable law, if Green Tree terminates the APA after our Board of Directors withdraws or modifies its approval of the APA.

          Tax Consequences of the Asset Purchase Agreement to our Stockholders

          The APA allocates the total purchase price, other than the cost of goodwill, between the Sellers, Origen Financial LLC (“OFLLC”) and Origen Servicing Inc. (“OSI”), as follows: (a) OSI shall receive an amount equal to the fair market value of the tangible personal property located at the Fort Worth, Texas facility, (b) OSI shall receive 84.2% of the sum of the unreimbursed servicing advances and unreimbursed force-placed premiums, and (c) the balance of the purchase price will be allocated between OFLLC and OSI in accordance with their respective allocable share, on the closing date, of the unpaid principal balance of loans for which each entity had the right to act as servicer.

          The sale of tangible personal property by OSI is expected to generate a taxable loss to OSI. As well, since the consideration received for advances in the transaction will not fully reimburse OSI for its outlays of cash, OSI should also recognize a tax loss on receipt of amounts allocable to the unreimbursed insurance premiums and servicing advances.

          The balance of the purchase price will be allocated to the sale of servicing rights by each of OFLLC and OSI. For federal income tax purposes the sale of servicing rights will be characterized in part as a sale of a capital asset and in part as the sale of a future income stream. The Company intends to follow existing authority regarding this tax characterization but there is no guarantee that the IRS will accept the amounts that the Company allocates to each category.

          It is anticipated that the sale of goodwill of OSI, currently an amortizable asset, will generate a taxable loss.

          In the aggregate, OSI will sustain a net tax loss on the sale of the Servicing Platform and OFLLC a net tax gain. It is anticipated, however, that any such gain by OFLLC will be offset by the tax loss OFLLC incurred on the prior disposition of its whole loan portfolio and certain other investment assets, including the potential sale of the origination platform. In the event such gains are not fully offset, it is possible that any taxable income of OFLLC will be eliminated through payment of a distribution to Company stockholders, which under applicable REIT rules would generate a deduction for dividends paid.

Regulatory Third Party Approvals

          We are not aware of any material license, regulatory permit or other material third-party approval which is required in connection with the Plan or of any approval or other action by any state, federal, or foreign government or governmental agency that would be required prior to completion of the Plan.

Dissenter’s Appraisal Rights

          Delaware law does not provide appraisal rights to dissenters in connection with the Plan.

Other Material Agreements Relating to the Asset Purchase Agreement

          As a condition to consummation of the sale of the Servicing Platform pursuant to the APA, we, or certain of our subsidiaries, are required to enter into several additional agreements.

          Voting Agreement

          Each of our directors, certain of our executive officers and certain of our principal stockholders, who collectively own approximately 30.1% of the shares of our common stock outstanding as of the record date, have entered into a voting agreement with GTH LLC, an affiliate of Green Tree. None of these stockholders was paid any separate consideration in connection with entering into the voting agreement. Each stockholder that is a party to the voting agreement has agreed to vote in favor of the sale of the Servicing Platform pursuant to the Plan and against any alternative transaction. In addition, each such stockholder has granted an irrevocable proxy to GTH LLC permitting GTH LLC to designate its president or any of its vice presidents to vote such stockholder’s common stock in favor of the sale of the Servicing Platform pursuant to the Plan and against any alternative transaction. The sale or transfer of any common stock subject to the voting agreement is prohibited unless the transferee agrees to be bound by the provisions of the voting agreement. The provisions of the voting agreement do not apply to any stockholder when acting as a director or officer of Origen and shall not be construed to limit or restrict the parties from exercising their fiduciary duties to Origen by voting or taking any action in the capacity as a director or officer of Origen. The voting agreement is attached to this proxy statement as Annex D.

          Service Appointment Agreements

          Each of the Sellers will be required to execute a third party servicer resignation and appointment agreement (“Servicer Appointment Agreement”), whereby the owner, trustee and/or insurer of the serviced accounts acknowledges, and consents to, the resignation of OFLLC or OSI as servicer, and the appointment of Green Tree as the successor servicer. From the effective date of each Servicer Appointment Agreement, we will have no further duties or liabilities as servicer under any servicing agreement, except that we will remain liable to the owner (or other party) for (i) breaches of any representations or warranties we made under each servicing agreement, (ii) certain deliveries of various reports, and (iii) certain indemnification claims arising under each servicing agreement, if any. Following the effective date of each Servicer Appointment Agreement, Green Tree will be entitled to all payments of the monthly servicing fees paid under each servicing agreement.

          Transitional Services Agreement

          Origen and the Sellers are also required to execute a Transitional Services Agreement with Green Tree (“Transitional Services Agreement”). This document requires that the Sellers and Green Tree continue to perform certain services for each other following the closing of the APA and continuing until at least ninety days following the closing date, or such longer term for specific duties. The services to be performed by Origen for this term include, but are not limited to: (i) preparing compliance assessments, reports and certifications for particular securitized accounts, (ii) providing Green Tree with USAP reports, (iii) providing certain accounting and tax reports and files to Green

Tree, (iv) forwarding to Green Tree cash that is held outside of trust, (v) providing credit bureau reporting, (vi) forwarding payments due to Green Tree after the closing date, (vii) performing normal billing statements on accounts, (viii) responding to requests pending on open accounts initiated prior to the closing date, (ix) forwarding contracts and files to Green Tree, and (x) preparing compliance certificates. The services to be performed by Green Tree for this term include, but are not limited to: (i) updating lien holder information, (ii) performing customer billing on accounts following the closing date, and (iii) forwarding certain accounting filings and reports after the closing date, and (iv) forwarding certain payments due to Origen after the closing date. The Transitional Services Agreement sets forth the applicable standard of care required of each party while performing such services and requires the parties to cooperate with each other to accomplish these tasks. There are no fees payable for the performance of services under the Transitional Services Agreement.

          Whole Loan Servicing Agreement

          At closing a servicing agreement will be entered into between Green Tree and Origen Financial L.L.C. (“Whole Loan Servicing Agreement”). The Whole Loan Servicing Agreement provides that Origen Financial L.L.C. will transfer to Green Tree the obligation of servicing certain installment loan agreements or retail installment sales contracts which evidence debt in connection with the financing of manufactured houses. According to the Whole Loan Servicing Agreement, Green Tree will assume responsibility for such loan administration, with certain standard exceptions and conditions.

Board Recommendation

          THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL TWO. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” THE PLAN, INCLUDING THE SALE OF OUR SERVICING PLATFORM PURSUANT TO THE APA UNLESS INSTRUCTIONS TO WITHHOLD OR TO THE CONTRARY ARE GIVEN.

PROPOSAL THREE — ELECTION OF DIRECTORS

          The third matter to be considered at the Annual Meeting will be the election of six directors. It is proposed that these positions be filled by persons nominated to the Board by the Nominating and Governance Committee of the Board. Each director shall be elected by a plurality of the votes cast at the Annual Meeting. Therefore, if a quorum is present, abstentions and broker non-votes will have no effect on the election of directors. Proxies will be tabulated by Origen’s transfer agent. The Inspector of Elections appointed at the Annual Meeting will then combine the proxy votes with the votes cast at the Annual Meeting. Each director elected at the Annual Meeting will serve for a term commencing on the date of the Annual Meeting and continuing until the Annual Meeting of Stockholders to be held in 2009 or until his successor is duly elected and qualified. In the absence of directions to the contrary, proxies will be voted in favor of the election of the nominees listed below.

          If any of the nominees named below is unavailable to serve for any reason, then a valid proxy may be voted for the election of such other persons as the person or persons voting the proxy may deem advisable in accordance with their best judgment. Management has no present knowledge that any of the persons named will be unavailable to serve. In any event, the enclosed proxy can be voted for only the six nominees named in this proxy statement or their substitutes.

          THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED BELOW. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” THE NOMINEES UNLESS INSTRUCTIONS TO WITHHOLD OR TO THE CONTRARY ARE GIVEN.

          The following list identifies each incumbent director and nominee for election to the Board at the Annual Meeting and describes each person’s principal occupation for the past five years. Each of the directors has served continuously from the date of his election or appointment to the present time.

Name		Age				Office
Paul A. Halpern			54			Chairman of the Board
Ronald A. Klein			50			Chief Executive Officer and Director
Richard H. Rogel			59			Director
Gary A. Shiffman			53			Director
Michael J. Wechsler			68			Director
Robert S. Sher			69			Director

          Paul A. Halpern has been the Chairman of the Board since August 2003. He is the Chairman of the Nominating and Governance Committee, a member of the Audit Committee and an alternate member of the Executive Committee. Mr. Halpern served as acting Chairman of the Audit Committee from the third quarter of 2006, when the previous Chairman became ill, until April 2007, when a new permanent Chairman was appointed by the Board. Mr. Halpern was a manager of Origen Financial L.L.C. (Origen’s primary operating subsidiary) from January 2002

until December 2003. Mr. Halpern is currently the manager of Woodward Holding, LLC, a stockholder of Origen. Since April 2007, Mr. Halpern has served as President of Guardian Energy Management Corp., an oil and gas exploration and production company, which is a subsidiary of Guardian Industries Corp., a glass manufacturing corporation. He served as Vice President of Operations of Guardian Energy Management Corp. from 1990 to April 2007. In addition, Mr. Halpern has served as Associate Tax Counsel of Guardian Industries Corp. since 1988. From 1979 through 1988, Mr. Halpern was employed in various capacities by both McDermott Incorporated and McDermott International, Inc., with his last position as Tax Director for McDermott Incorporated. Before joining McDermott, Mr. Halpern worked in the tax department of the public accounting firm of Alexander Grant & Company.

          Ronald A. Klein has served as a director and the Chief Executive Officer since August 2003. He is a member of the Executive Committee. Mr. Klein joined Origen Financial L.L.C.’s predecessor, Bingham Financial Services Corporation, in February 1999 and currently serves as Origen Financial L.L.C.’s sole manager and its Chief Executive Officer. From 1999 until Origen’s formation, Mr. Klein served as a director and as Chief Executive Officer and President of Bingham Financial Services Corporation. In addition, he has served as the Managing Director of Equity Growth L.L.C., a private real estate investment company, since 1994. From 1990 to 1994, Mr. Klein served as Executive Vice President of Alaron Inc., an international distributor of consumer electronics. From 1985 until joining Alaron Inc., Mr. Klein was a member of the Chicago Board Options Exchange. Mr. Klein has also served as the Managing Director of a financial derivatives trading firm and, before 1985, he was engaged in the private practice of law.

          Richard H. Rogel has been a director and a member of the Audit Committee, Compensation Committee and the Executive Committee since August 2003. Mr. Rogel previously served as a director and member of the Audit Committee for Aldabra II, a special purpose acquisition corporation, from February 1, 2007 to February 22, 2008, at which time Aldabra II merged with Boise Paper. Mr. Rogel also served as a director of CoolSavings, Inc., a publicly-traded online direct marketing and media company, from 1996 to 2005, serving as its Chairman of the Board from July 2001 to December 2005 and as the Chairman of its Audit Committee from 1998 to 2005. In 1982, Mr. Rogel founded Preferred Provider Organization of Michigan, Inc., a preferred provider organization, and served as its Chairman from its inception until it was sold in 1997. Mr. Rogel has previously served as President of the University of Michigan Alumni Association and Chairman of the University of Michigan’s Business School Development Advisory Board. Currently, Mr. Rogel is Chairman of the University of Michigan’s Michigan Difference Campaign. He also serves on various University of Michigan committees, including the President’s Advisory Committee.

          Gary A. Shiffman has been a director since August 2003. Mr. Shiffman served on the Compensation Committee from February 2007 until April 2007. Mr. Shiffman was a manager of Origen Financial L.L.C. from its formation in 2001 until December 2003. Mr. Shiffman has served as Chief Executive Officer and as a director of Sun Communities, Inc., a publicly-traded owner and operator of manufactured housing communities, since 1998. He has served as Chairman of the Board since March 2000.

          Michael J. Wechsler has been a director and has served as a member of the Compensation Committee, the Nominating and Governance Committee and an alternate member of the Executive Committee since August 2003. He has been the Chairman of the Compensation Committee since April 2007. He served as a member of the Audit Committee from April 2006 to April 2007. During 2007 and 2008, Mr. Wechsler served as Executive Vice President, Credit, and then as Managing Director of the Centerline Financial Group division of Centerline Capital Group, a subsidiary of Centerline Holding Company (formerly known as CharterMac), a publicly-traded real estate financial services company. Mr. Wechsler served as Chief Operating Officer of the Related Companies, L.P., from 1987 until 1997 and as Chief Credit

Officer of Related Companies, L.P., from 1997 until 2003. The Related Companies, L.P., is a major developer of multi-family affordable housing nationwide, one of the largest owners of multi-family dwellings in the country and a leading syndicator of residential real estate financed with Low Income Housing Tax Credits in the United States. Prior to joining the Related Companies, L.P., Mr. Wechsler held various positions in the Real Estate Division of Chemical Bank for over 20 years. His last position was as Senior Vice President and Managing Director, with overall responsibility for the Real Estate Division’s administration and lending activities in twenty-five states and New York City.

          Robert S. Sher has been a director since April 2007. Since his appointment, he has served as Chairman of the Audit Committee and a member of both the Compensation Committee and the Nominating and Governance Committee. Since 2004, Mr. Sher, a certified public accountant, has been the President and principal of Robert S. Sher & Associates, a real estate and business consulting firm. Since 2004, Mr. Sher has served on the Board of Directors and Audit Committees of both Uniprop Manufactured Housing Communities Income Fund and Uniprop Manufactured Housing Communities Income Fund II, each of which is a publicly-traded limited partnership that owns and operates manufactured housing communities. From 1970 to 2004, Mr. Sher served as the Chief Financial Officer of Schostak Brothers & Co., Inc., a full-service real estate company located in southeast Michigan providing management, development, leasing, office, industrial and marketing services. During his tenure with Schostak Brothers, Mr. Sher also served as Vice Chairman of the Board and Executive Vice President. Prior to joining Schostak Brothers, Mr. Sher practiced public accountancy with an accounting firm for six years and was a partner when he left the firm. He served as a member of the AICPA Life Insurance Trust from 1999 to 2002 and as its Chairman from 2002 to 2005. He is currently the Treasurer of the AICPA Foundation. Mr. Sher is also a member of the Michigan State Board of Accountancy, which is responsible for the certification and licensure of certified public accountants in Michigan. He also serves on the boards, the finance committees and the audit committees of various charitable and community organizations.

          To the best of Origen’s knowledge, there are no material proceedings to which any nominee is a party, or has a material interest, adverse to Origen. To the best of Origen’s knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions that are material to the evaluation of the ability or integrity of any nominee during the past five years.

Board of Directors and Committees

          The Board held thirteen formal meetings during 2007 and took various actions pursuant to resolutions adopted by unanimous written consent. In 2007, all incumbent directors attended at least 75% of the meetings of the Board and each committee on which they served, in the aggregate. Directors are encouraged but not required to attend the annual meetings of stockholders. All members of the Board then serving attended the 2007 annual meeting of stockholders.

          Several important functions of the Board may be performed by committees that are comprised of members of the Board. Origen’s Bylaws authorize the formation of these committees and grant the Board the authority to prescribe the functions of each committee and the standards for membership of each committee. In addition, the Board appoints the members of each committee. The Board has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and an Executive Committee. You may find copies of the charters of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, as well as Origen’s Code of Business Conduct and Ethics and Financial Code of Ethics for Senior Financial Officers under the “Investors” section of its website at www.origenfinancial.com.

          The Audit Committee operates pursuant to a written charter that was approved by the Board in January 2004. The Audit Committee, among other functions, (1) oversees the accounting and financial reporting processes and compliance with legal and regulatory requirements on behalf of Origen’s Board of Directors and reports the results of its activities to the Board, (2) has the sole authority to appoint, retain, terminate and determine the compensation of Origen’s independent accountants, (3) reviews with Origen’s independent accountants the scope and results of the audit engagement, (4) reviews the integrity, adequacy and effectiveness of Origen’s internal controls and financial disclosure process, including the direct supervision of Origen’s Internal Audit Department, (5) approves professional services provided by Origen’s independent accountants, and (6) reviews the independence of Origen’s independent accountants. The current members of the Audit Committee are Messrs. Sher (Chairman), Rogel and Halpern, all of whom are “independent” as that term is defined in the rules of the SEC and applicable Nasdaq Stock Market rules. Origen’s Board has also determined that each of Messrs. Sher, Rogel and Halpern qualifies as an “audit committee financial expert,” as defined by applicable SEC regulations. The Audit Committee held six formal meetings and several informal meetings during the fiscal year ended December 31, 2007.

          The Compensation Committee operates pursuant to a written charter that was approved by the Board in March 2004. The Compensation Committee, among other functions, (1) reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of such goals and objectives, and determines and approves the compensation of the Chief Executive Officer based on these evaluations, (2) approves the compensation of Origen’s other executive officers, and (3) oversees Origen’s incentive compensation plans and equity-based plans. The current members of the Compensation Committee are Messrs. Wechsler (Chairman), Rogel and Sher, all of whom are independent directors under applicable Nasdaq Stock Market rules. The Compensation Committee held fifteen formal meetings during the fiscal year ended December 31, 2007 and took various actions pursuant to resolutions adopted by unanimous written consent. See “Executive and Director Compensation — Compensation Discussion and Analysis” for a description of the Compensation Committee’s processes and procedures for considering and determining executive and director compensation.

          The Nominating and Governance Committee operates pursuant to a written charter that was approved by the Board in March 2004. The Nominating and Governance Committee, among other functions, is responsible for (1) developing and monitoring our corporate governance principles; (2) assisting the Board in identifying individuals qualified to become members of the Board and members of its various committees, consistent with criteria approved by the Board; (3) selecting the director nominees for each annual meeting of stockholders and the committee nominees; and (4) overseeing the evaluation of the Board and management. The current members of the Nominating and Governance Committee are Messrs. Halpern (Chairman), Wechsler and Sher, all of whom are independent under applicable Nasdaq Stock Market rules. The Nominating and Governance Committee did not hold any formal meeting during the fiscal year ended December 31, 2007 but took various actions pursuant to resolutions adopted by unanimous written consent.

          The Executive Committee was established to exercise certain enumerated powers and duties of the Board between regular Board meetings. The Executive Committee has the authority to approve the following actions: (1) the acquisition and sale of loans and loan portfolios; (2) financing transactions; and (3) the securitization of loans and loan portfolios. The current members of the Executive Committee are Messrs. Rogel and Klein. Messrs. Wechsler and Halpern serve as alternate members in the case of an absence of one of the regular Executive Committee members.

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

          The members of the Compensation Committee are currently Messrs. Wechsler (Chairman), Rogel and Sher. During 2007 the members of the Compensation Committee were James A. Williams (Chairman) and Messrs. Wechsler and Rogel. During 2007 and currently, none of our executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity, whose executive officers served as a director or member of our Compensation Committee, none of our employees serve on the Compensation Committee and all of the Compensation Committee’s members are independent directors.

Communications with the Board

          If you wish to communicate with any of the directors of the Board or the Board as a group, you may do so by writing to them at [Name(s) of Director(s)/Board of Directors of Origen Financial, Inc.], 27777 Franklin Road, Suite 1700, Southfield, MI 48034.

          If you wish to contact the Audit Committee to report complaints or concerns regarding accounting, internal accounting controls or auditing matters, you may do so by writing to the Chairman of the Audit Committee of Origen Financial, Inc., 27777 Franklin Road, Suite 1700, Southfield, MI 48034. You are welcome to make any such report anonymously but Origen prefers that you identify yourself so that Origen may contact you for additional information if necessary or appropriate.

          If you wish to communicate with our non-management directors as a group, you may do so by writing to Non-Management Directors of Origen Financial, Inc., 27777 Franklin Road, Suite 1700, Southfield, MI 48034.

          Origen recommends that all correspondence be sent via certified U.S. mail, return receipt requested. All correspondence received by Origen will be forwarded promptly to the addressee(s).

Independence of Non-Employee Directors

          Applicable Nasdaq Stock Market rules require that a majority of the Board consist of members who are independent. There are different measures of director independence under Nasdaq Stock Market rules, under Section 16 of the Exchange Act and under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Board has reviewed information about each of Origen’s non-employee directors and determined that Messrs. Halpern, Rogel, Sher and Wechsler are independent directors. James A. Williams, who served on

the Board from August 2003 until January 2008, was also an independent director. The independent directors meet on a regular basis in executive sessions without management participation. The executive sessions occur after each regularly scheduled meeting of the entire Board and at such other times as the independent directors deem appropriate.

Consideration of Director Nominees

          Board Membership Criteria

          The Board of Directors has established criteria for Board membership. These criteria include the following minimum qualifications that the Nominating and Governance Committee believes must be met by a Nominating and Governance Committee-recommended nominee for a position on the Board:

	•		The candidate must have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing;
	•		The candidate must be highly accomplished in his or her field, with superior credentials and recognition;
	•		The candidate must be well regarded in the community and must have a long-term reputation for high ethical and moral standards;
	•		The candidate must have sufficient time and availability to devote to Origen’s affairs, particularly in light of the number of boards on which the nominee may serve; and
	•		The candidate’s principal business or occupation must not be such as to place the candidate in competition with Origen or conflict with the discharge of a director’s responsibilities to Origen or its stockholders.

          In addition to the minimum qualifications for each nominee set forth above, the Nominating and Governance Committee will recommend director candidates to the full Board for nomination, or present director candidates to the full Board for consideration, to help ensure that:

	•		A majority of the Board of Directors shall be “independent” as defined by applicable Nasdaq Stock Market rules;
	•		Each of its Audit, Compensation and Nominating and Governance Committees shall be comprised entirely of independent directors; and
	•		At least one member of the Audit Committee shall have such experience, education and qualifications necessary to qualify as an “audit committee financial expert” as defined by the rules of the SEC.

          Consideration of Stockholder Nominated Directors

          The Nominating and Governance Committee’s current policy is to review and consider any director candidates who have been recommended by stockholders in compliance with the procedures established from time to time by the Nominating and Governance Committee. All stockholder recommendations for director candidates must be submitted in writing to our Secretary at Origen Financial, Inc., 27777 Franklin Road, Suite 1700, Southfield, MI 48034, who will forward all recommendations to the Nominating and Governance Committee. We did not receive any stockholder recommendations for director candidates for election at the 2008 annual meeting. All stockholder recommendations for director candidates for election at the 2009 annual meeting of stockholders must be submitted to our Secretary on or before January 26, 2009 and must include the following information:

	•		The stockholder’s name, address, number of shares owned, length of period held and proof of ownership;
	•		The name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate;
	•		A description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership as approved by the Board from time to time;
	•		A description of all arrangements or understandings between the stockholder and the proposed director candidate;
	•		The consent of the proposed director candidate (1) to be named in the proxy statement relating to Origen’s annual meeting of stockholders and (2) to serve as a director if elected at such annual meeting; and
	•		Any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.

          Identifying and Evaluating Nominees

          The Nominating and Governance Committee may solicit recommendations for director nominees from any or all of the following sources: non-management directors, executive officers, third-party search firms or any other source it deems appropriate. The Nominating and Governance Committee will review and evaluate the qualifications of any proposed director candidate that it is considering or has been recommended to it by a stockholder in compliance with the Nominating and Governance Committee’s procedures for that purpose, and conduct inquiries it deems appropriate into the background of these proposed director candidates. When nominating a sitting director for re-election, the Nominating and Governance Committee will consider the director’s performance on the Board and the director’s qualifications in respect to the criteria set forth above. Other than circumstances in which we are legally required by contract or otherwise to provide third parties with the ability to nominate directors, the Nominating and Governance Committee will evaluate all proposed director candidates based on the same criteria and in substantially the same manner, with no regard to the source of the initial recommendation of the proposed director candidate.

MANAGEMENT

Executive Officers

     The persons listed below are the current executive officers of Origen. Each is annually appointed by, and serves at the pleasure of, the Board.

Name		Age				Office
Ronald A. Klein			50			Chief Executive Officer and Director
J. Peter Scherer			58			President and Head of Operations
W. Anderson Geater, Jr.			59			Chief Financial Officer and Secretary
Mark W. Landschulz			43			Executive Vice President, Portfolio Management
Laura Campbell			38			Senior Vice President, Human Resources
Paul J. Galaspie			46			Senior Vice President and Chief Information Officer
Benton E. Sergi			46			Senior Vice President, Operations
Brett Thomas			45			Senior Vice President, Servicing

     Mr. Klein’s biographical information is provided above under “Election of Directors.”

     J. Peter Scherer has served as Origen’s President and Head of Operations since August 2003. Mr. Scherer joined Origen Financial L.L.C.’s predecessor, Bingham Financial Services Corporation, in December 1999 and currently serves as President and Head of Operations of Origen Financial L.L.C. From 1999 until Origen’s formation, Mr. Scherer served as Chief Operating Officer of Bingham Financial Services Corporation. From 1984 through 1998, Mr. Scherer served in various capacities at The Taubman Company, including most recently as Senior Vice President and Chairman of its Asset Management Group. From 1976 to 1980 and from 1980 to 1984, Mr. Scherer was an attorney with American Motors Corporation and Volkswagen of America, Inc., respectively. Prior to joining American Motors Corporation, Mr. Scherer was engaged in the private practice of law.

     W. Anderson Geater, Jr. has served as Origen’s Chief Financial Officer since August 2003 and as its Secretary since January 2004. Mr. Geater joined Origen Financial L.L.C.’s predecessor, Bingham Financial Services Corporation, in April 2000 and currently serves as Chief Financial Officer of Origen Financial L.L.C. From 2000 until Origen’s formation, Mr. Geater served as Chief Financial Officer and Treasurer of Bingham Financial Services Corporation. From April 1994 through April 2000, Mr. Geater served as Chief Financial Officer and Chief Administrative Officer of Univest Financial Services Holdings, L.L.C., and Central Park Capital, L.L.C. He also served as Chief Operating Officer of First Mortgage Strategies Group, Inc., from 1991 to 1993, and as Director of Financial Services for Pannell Kerr Forster, a public accounting firm, from 1990 to 1991. From 1975 to 1990, Mr. Geater served as Executive Vice President and Chief Financial Officer of Leader Federal Bank for Savings. Prior to joining Leader Federal Bank for Savings, Mr. Geater was an audit supervisor with the public accounting firm of KPMG Peat Marwick.

     Mark Landschulz has served as Origen’s Executive Vice President of Portfolio Management since August 2003. Mr. Landschulz joined Origen Financial L.L.C.’s predecessor in February 2000, and currently serves as Executive Vice President of Portfolio Management of Origen Financial, L.L.C. Prior to serving as Executive Vice President, Mr. Landschulz was the

Chief Financial Officer of Origen Financial L.L.C. From 1997 to 2000, Mr. Landschulz was the founding principal of Landworks Enterprises, a private consulting practice. Prior to founding Landworks Enterprises, Mr. Landschulz served as Senior Vice President for Knutson Mortgage Corporation from April 1996 to December 1996. From February 1990 to April 1996, Mr. Landschulz served as a director and Vice President of GE Capital Mortgage. From 1988 to 1990, he served as Chief Financial Officer of a Fannie Mae approved seller/servicer, regional mortgage banking firm.

     Laura Campbell has served as Origen’s Senior Vice President of Human Resources since September 2004. From August 2003 to September 2004, Ms. Campbell held the title of Vice President of Human Resources of Origen. Ms. Campbell joined Origen Financial L.L.C.’s predecessor in November 1999. Prior to joining Origen’s predecessor, Ms. Campbell served for five years as Vice President of Human Resources for DMR Financial Services, a residential and commercial mortgage lender based in Michigan.

     Paul J. Galaspie has served as Origen’s Senior Vice President and Chief Information Officer since August 2003. Mr. Galaspie joined the predecessor of Origen Financial L.L.C. in March 1994, and currently serves as Senior Vice President and Chief Information Officer of Origen Financial L.L.C. Beginning in March 1994, Mr. Galaspie served in various capacities for Origen Financial L.L.C.’s predecessors, including as a Senior Programmer Analyst for Saxon Mortgage Funding Corp. Prior to March 1994, Mr. Galaspie worked for PSA, a national photographic retailer, in their marketing department as a programmer/analyst.

     Benton E. Sergi has served as Origen’s Senior Vice President of Operations since August 2003. He has held the same position with Origen Financial L.L.C. since June 2003. From April 2002 to June 2003, Mr. Sergi served as Executive Vice President of National Sales and Operations for HomePride Finance Corp., a subsidiary of Champion Enterprises, Inc. He also served as Senior Vice President of Sales and Operations for CIT Group, from 1997 to 2002, and held various positions with Key Bank USA, NA, in its sales finance division from 1987 to 1997. Prior to joining Key Bank USA, NA, Mr. Sergi was employed by The Midwest Bank & Trust Company in its installment loan and credit card sales departments.

     Brett Thomas has served as Origen’s Senior Vice President of Servicing since March 2007. From June 2004 to March 2007, he served as Vice President of Collections and Vice President of Default Services for Origen. Mr. Thomas was previously employed by IKON Office Solutions as Senior Vice President of Servicing from April 2002 to April 2004, and Director of Customer Service Center, Southwest District from June 2000 to April 2002. Mr. Thomas also served as Vice President of Operations for Money Management International from 1999 to 2000 and held various positions with GE Capital Mortgage Services from 1986 to 1999.

     To the best of Origen’s knowledge, there are no material proceedings to which any executive officer or director is a party, or has a material interest, adverse to Origen. To the best of Origen’s knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions that are material to the evaluation of the ability or integrity of any executive officer or director during the past five years.

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program

     Decisions relating to the compensation of Origen’s executive officers are made by the Compensation Committee of the Board of Directors (the “Committee”), all the members of which are independent of management. The Committee is appointed by the Board of Directors and has the responsibility of establishing and executing a compensation program that is consistent with Origen’s short-term and long-term financial and operational goals. Prior to recommending the compensation program to the Board of Directors, the Committee works closely with the CEO (who provides useful data relating to the day-to-day performance of Origen’s management), as well as an independent compensation consultant. The Board of Directors then considers the Committee’s recommendation and, if the Committee’s compensation program is approved, the Committee implements the program.

Compensation Philosophy and Objectives

     Origen’s executive compensation objectives are as follows:

	•		To align the interests of the employees with those of the stockholders;
	•		To reinforce a pay-for-performance culture; and
	•		To facilitate the acquisition and retention of key employees

     The Committee believes the compensation program is properly aligned with the interests of our stockholders, and the near-term and long-term success of the company. However, the Committee often reevaluates our compensation policies applicable to the executive officers in order to (i) maintain the ability to attract and retain excellent employees in key positions, (ii) insure that compensation provided to our executive officers remains competitive relative to the compensation paid to similarly situated executives in the competitive market, and (iii) encourage continued improvement in corporate performance.

     As discussed in detail below, Origen’s executive compensation program consists of three key elements:

	(1)		base salary;
	(2)		cash bonus; and
	(3)		equity compensation.

Independent Compensation Consultant

     During 2007, the Committee retained Watson Wyatt Worldwide (“Watson Wyatt”), a human resources consulting firm, and the Committee instructed Watson Wyatt to compile competitive compensation data and, based upon such data, to recommend ranges of annual and long-term compensation that are consistent with Origen’s compensation philosophy and objectives. The Committee also asked Watson Wyatt to provide suggestions and alternatives regarding the form of various elements of executive compensation. The Committee encouraged Watson Wyatt and Origen’s executive officers and their respective subordinates, to meet, exchange information and otherwise cooperate in the performance of their respective duties outside committee meetings.

Compensation Benchmarking

     During 2007, the Committee consulted with Watson Wyatt for an assessment of the competitiveness of Origen executive officer compensation relative to certain benchmark companies in the REIT and mortgage origination industries that the Committee, along with Watson Wyatt, deemed to be in our peer group. While the peer group consists of companies that are similar to Origen in some respects, there are few companies that shared Origen’s focus on loan origination and loan servicing operations in the manufactured housing sector. The competitiveness of Origen’s executive officer compensation was also reviewed relative to broad industry data.

     The Committee selected the benchmark companies as our peer group based upon (1) the likelihood that they would compete with Origen for executive talent, and (2) the availability of public information regarding their compensation practices. For 2007, Origen’s peer group included the following companies:

	•		American Home Mortgage Investment Corp.
	•		Capital Lease Funding, Inc.
	•		Capital Trust, Inc.
	•		Homebanc Corp.
	•		Luminent Mortgage Capital, Inc.
	•		Opteum, Inc.
	•		Redwood Trust, Inc.

     The broad industry data that the Committee reviewed is included in studies produced by Watson Wyatt and other sources of general and industry specific compensation reports. For benchmarking purposes, the industry data was weighted equally with the peer group data. It was the intent of the Committee that the total compensation paid to Origen executives (consisting of salary plus bonus plus equity compensation) fall within a range from the 25th to 50th percentile. The Committee selected these percentile targets because Origen’s revenues are much lower than the peer group companies’ revenues. In applying these targets, the Committee did not base its compensation decisions on a mathematical analysis of the available data; rather, it used its judgment after considering all available information. The bias toward incentive compensation reflected in these percentages is in keeping with the Committee’s objective of aligning executive and stockholder interests.

Compensation Composition

     The compensation of each of Origen’s executive officers is composed of salary, a cash bonus and equity compensation. The cash bonus and equity portion of an executive officer’s compensation may also be referred to as annual incentive compensation and long-term incentive compensation, respectively. Setting the appropriate compensation composition is vital to Origen, its executives and its stockholders. Again, the Committee worked together with its compensation consultant, Watson Wyatt, and analyzed peer group data, as well as broad industry data included in studies produced by Watson Wyatt and other general and industry specific compensation reports. In doing so, the Committee observed that the compensation compositions at the peer group companies were as follows: 30%-60% salary, 30%-50% targeted bonus opportunity and equity compensation of 10%-50% of overall compensation. The Committee used these composition ranges as guidelines for its compensation program. Specifically, the Committee selected individual allocations and overall compensation targets that it believed to be consistent with the objectives of the compensation program and that properly reflect the skill and experience of the individual executives. The compensation compositions for (i) Ronald A. Klein, our Chief Executive Officer; (ii) W. Anderson Geater, Jr., our Chief Financial Officer; (iii) J. Peter Scherer, our President and Head of Operations; (iv) Mark W. Landschulz, our Executive Vice President of Portfolio Management; and (v) Benton E. Sergi, our Senior Vice President of Operations (the “named executive officers”) are set forth directly below. The identification of such named executive officers is determined based on their total compensation for the year ended December 31, 2007, as reported in the Summary Compensation Table.

Name and								Stock Awards
Principal Position(1)		Base Salary		Cash Bonus				(equity compensation)
Ronald A. Klein: Chief Executive Officer		34%			29	%			34	%
W. Anderson Geater, Jr.: Chief Financial Officer		40%			30	%			23	%
J. Peter Scherer: President and Head of Operations		40%			30	%			23	%
Mark W. Landschulz: Executive Vice President of Portfolio Management		40%			30	%			24	%
Benton E. Sergi: Senior Vice President of Operations		58%			26	%			9	%

Key Elements of Compensation

     Although the named executive officers’ salaries are set by the terms of each named executive officer’s employment agreement (discussed below under “Material Information Relating to the Summary Compensation Table and Grants of Plan Based Awards – Employment Agreements”), the Committee reviews the compensation program for all executive officers on an annual basis and modifies it as necessary to insure that the program stays consistent with Origen’s stated compensation objectives. During this process, the CEO makes compensation recommendations to the Committee, which the Committee considers in making compensation decisions. In addition, the CEO periodically reviews the compensation program as it relates to executive officers and recommends changes to the Committee. The Committee believes that the CEO’s role in the compensation program is appropriate and critical because of the CEO’s interaction and evaluation of the performance of those individuals subject to the compensation program.

     Base Salary. In order to attract and retain quality executives, it is vital that Origen provide its executives with a level of assured cash compensation consistent with their professional status, experience and abilities. For each of Origen’s named executive officers, as illustrated above, base salary comprises less than 60% of total compensation. This is consistent with the peer group, where base salaries for top-level executives range from 30%-60% of total compensation. With only a portion of total compensation comprised of base salary, Origen’s executive compensation is weighted towards annual bonus awards and long-term equity compensation, which are linked to corporate success and key employee retention.

     Bonuses. Cash bonuses are awarded pursuant to an annual incentive plan and are based upon corporate and personal performance objectives. The primary purpose of the cash bonus element of our compensation program is to reward executives for the achievement of such performance objectives on an annual basis and to align employee interests with those of the stockholders. At the executive management and senior management levels, corporate financial performance is the primary objective, with adjustments made for personal performance in the discretion of the Committee.

     The Committee has chosen not to include changes in Origen’s stock price as a performance measure. Relatively speaking, Origen’s stock is thinly-traded and is not widely-held, with a significant percentage of its stock being held by insiders. In lieu of using Origen’s stock price as a performance objective, the Committee has chosen to use Origen’s net income as its key corporate performance measure. The Committee believes this measure accurately reflects corporate performance and Origen’s ability to pay bonuses.

     Each participant in the annual incentive plan has a target incentive opportunity. The target incentive opportunity is the cash bonus, based on a percentage of base salary, which an employee will receive if Origen’s net income is 100% of its budgeted net income. The Committee has set a bonus threshold, whereby bonuses are only paid out if net income is at least 80% of Origen’s budgeted net income. If Origen’s net income surpasses the threshold level, employee cash bonuses increase on a sliding scale. The following table illustrates the interplay between net income and cash bonus awards.

Net Income (as % of budgeted net
income)		<80%				80%				100%				150%
% Target Incentive Opportunity Awarded			0	%			50	%			100	%			169	%

     As described below under “Employment Agreements,” the named executive officers may be paid certain amounts upon a change of control of Origen or similar events.

     Equity Compensation. The primary form of equity compensation awarded to date has been in the form of grants of restricted stock. A modest amount of stock options were awarded coincidental with our formation in October 2003, but the Committee has chosen not to make subsequent stock option awards. Equity compensation, similar to bonuses, is intended to reward executives for the achievement of performance objectives, but such objectives are longer-term in nature. A significant purpose for equity compensation is to retain valuable executives and senior managers and provide incentives for contributing to the overall success of Origen in order to benefit individually from any improvement in the price of the stock over the long-term. Since the grants of restricted stock vest over periods ranging from three to five years, this method of compensation serves this longer-term purpose. In 2007, Origen granted its named executive officers restricted shares of stock as described below in “Grants of Plan-based Awards.” The Committee determined that these awards of restricted shares were consistent with the goals of the compensation program.

     Origen does not require its executives to own a certain number of shares of Origen’s stock.

     Origen follows the provisions of Statement of Financial Accounting Standards No. 123 revised (“SFAS 123(R)”), “Share-Based Payment,” which Origen adopted on January 1, 2006 using the modified-prospective transition method in order to account for its equity incentive plan and stock option plan. SFAS 123(R) addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. Under this pronouncement, all forms of share-based payments to employees, including employee stock options, are treated the same as other forms of compensation by recognizing the related cost in the income statement. The expense of the award would generally be measured at fair value at the grant date. The fair value of each option granted would be determined using a binomial option-pricing model based on assumptions related to annualized dividend yield, stock price volatility, risk free rate of return and expected average term.

SUMMARY COMPENSATION TABLE
For The Twelve Months Ended
December 31, 2007 and 2006

     The following table sets forth for each of the named executive officers for the years ended December 31, 2007 and 2006: (i) the dollar value of base salary earned and paid during the year; (ii) the dollar value of bonuses earned during the year and paid during the first quarter of the following year; (iii) the dollar amount recognized for financial statement reporting purposes of stock awards granted during the year, computed in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share Based Payment;” (iv) the change in non-qualified deferred compensation earnings during the year; (v) all other compensation for the year; and, finally, (vi) the dollar value of total compensation for the year. Note that Origen does not maintain a pension plan. In addition, during the year ended December 31, 2007, there were no stock option awards granted and no awards granted under non-equity incentive plans.

																		Change in Non-
																		Qualified
Name and																		Deferred
Principal														Stock				Compensation				All Other
Position		Year				Salary				Bonus				Awards(1)				Earnings				Compensation				Total
Ronald A. Klein:			2007			$	506,058			$	430,000			$	510,050			$	40,000			$	920			$	1,487,028
Chief Executive Officer			2006			$	470,077			$	300,000			$	551,852			$	40,000			$	852			$	1,362,781
W. Anderson Geater, Jr.:			2007			$	265,144			$	200,000			$	153,306			$	40,000			$	2,424			$	659,874
Chief Financial Officer			2006			$	232,933			$	165,000			$	157,665			$	40,000			$	2,264			$	597,862
J. Peter Scherer:			2007			$	255,289			$	190,000			$	146,996			$	40,000			$	2,264			$	634,549
President and Head of Operations			2006			$	230,289			$	150,000			$	157,572			$	40,000			$	2,080			$	579,941
Mark W. Landschulz:			2007			$	255,289			$	190,000			$	153,146			$	40,000			$	516			$	638,951
Executive Vice President of Portfolio Management			2006			$	218,462			$	155,000			$	161,485			$	40,000			$	480			$	575,427
Benton E. Sergi:			2007			$	212,490			$	96,000			$	34,219			$	22,500			$	375			$	365,584
Senior Vice President of Operations			2006			$	202,308			$	75,000			$	40,809			$	22,500			$	344			$	340,961

Grants of Plan-Based Awards

     The following table sets forth information regarding all plan-based awards that were made to the named executive officers during the year ended December 31, 2007. Disclosure on a separate line item is provided for each grant of an award made to a named executive officer during the year. The information supplements the dollar value disclosure of the stock awards in the Summary Compensation Table by providing additional details about such awards. None of the awards granted to the named executive officers during the year represented non-equity incentive plan awards or equity incentive-based awards subject to a performance condition or a market condition as those terms are defined by SFAS 123(R).

				All Other
				Stock
				Awards:
				Number of				Stock Awards:
Name and				Shares of				Grant Date Fair
Principal Position		Grant Date		Stock				Value(1)
Ronald A. Klein: Chief Executive Officer		August 29, 2007			30,000			$	192,300
W. Anderson Geater, Jr.: Chief Financial Officer		August 29, 2007			16,000			$	102,560
J. Peter Scherer: President and Head of Operations		August 29, 2007			16,000			$	102,560
Mark W. Landschulz : Executive Vice President of Portfolio Management		August 29, 2007			16,000			$	102,560
Benton E. Sergi: Senior Vice President of Operations		August 29, 2007			12,500			$	80,125

Material Information Relating to the Summary Compensation Table
and Grants of Plan Based Awards

General

     The stock awards granted to the above named executive officers on August 29, 2007, vest in equal amounts on August 29, 2008, 2009 and 2010. All dividends and other distributions on the shares are paid in cash to the applicable holder of the stock at rates determined by the Board of Directors from time to time.

     Stock awards may be granted to the named executive officers upon approval by the Committee or, in certain instances, the full Board of Directors. With the exception of the Chief Executive Officer as described above, the named executive officers do not have a role in determining the terms of the stock awards, including the amount to be awarded.

     The stock awards have been granted on an annual basis, generally in the second quarter, but subsequent awards may be made throughout the remainder of the fiscal year as determined by the Compensation Committee or the Board of Directors.

     Origen’s executive compensation program, including the mix of the base salary element, the bonus element and the equity compensation element, and the proportion of each to total compensation, varies based on the individual named executive officer. In the aggregate, the salaries and bonuses earned by the named executive officers in 2007 equaled 69% of their aggregate total compensation. The following table shows each named executive officer’s salary and bonus in proportion to his total compensation:

																Total Salary
																and Bonus
																in Proportion
Name and								Total Salary				Total				to Total
Principal Position		Salary		Bonus				and Bonus				Compensation				Compensation
Ronald A. Klein: Chief Executive Officer		$506,058		$	430,000			$	936,058			$	1,487,028				63	%
W. Anderson Geater, Jr.: Chief Financial Officer		$265,144		$	200,000			$	464,144			$	659,874				70	%
J. Peter Scherer: President and Head of Operations		$255,289		$	190,000			$	445,289			$	634,549				70	%
Mark W. Landschulz : Executive Vice President of Portfolio Management		$255,289		$	190,000			$	445,289			$	638,951				70	%
Benton E. Sergi: Senior Vice President of Operations		$212,490		$	96,000			$	308,490			$	365,584				84	%

Employment Agreements

     Origen and Origen Financial, L.L.C. have entered into employment agreements with each of the named executive officers, pursuant to which Origen Financial, L.L.C. pays the executives’ salaries. Each of Origen’s executives is also an officer of Origen Financial, L.L.C.

     Ronald A. Klein, Chief Executive Officer

     On July 14, 2006, Origen and Origen Financial, L.L.C. entered into an employment agreement with Ronald A. Klein, Origen’s Chief Executive Officer. Mr. Klein’s employment agreement is for an initial three-year term ending July 14, 2009 and is automatically renewable for successive one-year terms thereafter unless either party timely terminates the agreement. The employment agreement provides for an annual base salary of $495,000 in the first year, $520,000 in the second year, and $545,000 in the third year. If the agreement is automatically renewed beyond the initial three-year term, Mr. Klein’s base salary will increase by 5% during each successive one-year term. In addition to his base salary, Mr. Klein is entitled to annual incentive compensation of up to 100% of his then current base salary if he satisfies certain individual and company performance criteria established from time to time by Origen’s Board of Directors.

     In connection with the execution of the employment agreement on July 14, 2006, Origen issued Mr. Klein 175,000 restricted shares of its common stock. The shares vest in five equal annual installments of 35,000 shares on each of May 15, 2007, 2008, 2009, 2010 and 2011.

     The non-competition provision of the employment agreement generally precludes Mr. Klein from engaging, directly or indirectly, in the United States or Canada in the manufactured housing finance business or any ancillary business of Origen during the term of his employment with Origen and for a period of twelve months following the period he is employed by Origen, subject to certain conditions and exceptions. Mr. Klein will also be prohibited from soliciting the employment of any of Origen’s other employees and diverting any business from Origen for a period of up to two years after termination of the employment agreement.

     Under the employment agreement, Mr. Klein will be entitled to a severance payment equal to (a) two years’ salary and target bonus if the employment agreement is terminated by Origen without cause (as defined below) or by Mr. Klein for good reason (as defined below), or if Mr. Klein dies or becomes disabled, or (b) one year’s salary if Origen does not renew the term of the contract at the end of its initial term or any subsequent renewal term.

     For purposes of Mr. Klein’s employment agreement, “good reason”, as it relates to the executive’s severance payments upon his termination of the agreement for good reason described in the preceding paragraph, means (i) a substantial adverse change, not consented to by the executive, in the nature or scope of his responsibilities, authorities or duties, (ii) a substantial involuntary reduction in the executive’s base salary except for an across-the-board salary reduction similarly affecting all or substantially all employees, or (iii) the relocation of the executive’s principal place of employment to another location of Origen outside a sixty-mile radius from the location of the executive’s principal place of employment as of the date of the agreement.

     For purposes of Mr. Klein’s employment agreement, “cause” means: (i) a material breach of any provision of the employment agreement by the executive (after opportunity to cure for 20 days upon receipt of notice of breach), (ii) the executive’s failure or refusal, in any material manner, to perform all lawful services required of him pursuant to his agreement (after opportunity to cure for 20 days upon receipt of notice of breach), (iii) the executive’s commission of fraud, embezzlement or theft, or a crime constituting moral turpitude that renders his continued employment harmful to Origen, (iv) the executive’s misappropriation of company assets or property, including, without limitation, obtaining reimbursement through fraudulent vouchers or expense reports, or (v) the executive’s conviction or the entry of a plea of guilty or no contest by the executive with respect to any felony or other crime that adversely affects Origen’s reputation or business.

     Upon a change in control of Origen, Mr. Klein may be entitled to a change in control payment equal to 2.99 times the sum of (a) his then current base salary, and (b) fifty percent of his then-current target bonus. The change in control payment will be payable if (i) Mr. Klein is still employed by Origen on the first anniversary of the change in control, (ii) during such one-year period Mr. Klein’s employment is terminated without cause by Origen, Mr. Klein resigns with good reason (as defined below) or Mr. Klein dies or becomes disabled, or (iii) Origen terminates Mr. Klein’s employment in anticipation of a change in control during a specified period before the closing of the change in control transaction. If, in addition to the change in control payment under the employment agreement, Mr. Klein is entitled to a payment from Origen upon a change in control or similar event under any other plan or agreement, Origen will be obligated to pay only the greater of the change in control payment described in the employment agreement and such other plan or agreement.

     For purposes of Mr. Klein’s employment agreement, “good reason”, as it relates to the executive’s severance payments upon his termination of the agreement for good reason after a change in control only, as described in the preceding paragraph, means (i) a substantial involuntary reduction in the executive’s base salary except for an across-the-board salary reduction similarly affecting all or substantially all employees, or (ii) the relocation of the executive’s principal place of employment to another location of Origen outside a sixty-mile radius from the location of the executive’s principal place of employment as of the date of the agreement.

     For purposes of Mr. Klein’s employment agreement, a “change in control” includes the following: (i) an event or series of events by which any person together with all affiliates and associates of such person, shall become the beneficial owner, directly or indirectly, of more than 50% of the combined voting power of Origen’s then outstanding securities having the right to vote in an election of the Board of Directors, other than as a result of an acquisition of securities directly from Origen, (ii) (1) any consolidation or merger of Origen in which the stockholders of Origen immediately prior to the consolidation or merger would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than 50% of the voting shares of the corporation issuing cash or securities in the consolidation or merger or (2) any sale, lease, exchange or other transfer to an unrelated party, in one transaction or a series of transactions contemplated or arranged by any party as a single plan, of all or substantially all of Origen’s assets; (iii) the approval of Origen’s stockholders of any plan or proposal for the liquidation or dissolution of Origen; or (iv) where the persons who, as of the employment agreement date, constitute Origen’s Board of Directors (the “incumbent directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board of Directors, provided that any person becoming a director of Origen subsequent to such date shall be considered an incumbent director if such person’s election was approved by or such person was nominated for election by either (1) a vote of at least two-thirds of the incumbent directors or (2) a vote of at least a majority of the incumbent directors who are members of a nominating committee of the Board of Directors comprised, in the majority, of incumbent directors; provided further, however, that notwithstanding the foregoing, any director designated by a person or entity that has entered into an agreement with Origen to effect a transaction described in clauses (i), (ii) or (iii) above, shall not be deemed to be an incumbent director.

     If any severance payments or change in control payments to Mr. Klein under the agreement collectively constitute a “parachute payment” under Section 280G(b)(2) of the Internal Revenue Code, thereby requiring the payment of excise taxes, then Origen will gross up such payments to cover all applicable excise taxes.

     W. Anderson Geater, Jr., Chief Financial Officer, J. Peter Scherer, President and Head of Operations and Mark Landschulz, Executive Vice President of Portfolio Management

     On December 28, 2006, Origen and its primary operating subsidiary Origen Financial L.L.C. entered into employment agreements with each of W. Anderson Geater, Jr., Origen’s Chief Financial Officer; J. Peter Scherer, Origen’s President and Head of Operations; and Mark Landschulz, Origen’s Executive Vice President of Portfolio Management. The effective date of each employment agreement is October 8, 2006, which is the date the previous employment agreement of each executive expired.

     Each executive’s employment agreement is for an initial three-year term ending October 8, 2009 and is automatically renewable for successive one-year terms thereafter unless either party timely terminates the agreement. Mr. Geater’s employment agreement provides for an annual base salary of $262,500 in the first year, $275,000 in the second year, and $300,000 in the third year. Each of Mr. Scherer’s and Mr. Landschulz’s employment agreement provides for an annual base salary of $250,000 in the first year, $275,000 in the second year, and $300,000 in

the third year. If an executive’s employment agreement is automatically renewed beyond the initial three-year term, his base salary will increase by 5% during each successive one-year term. In addition to his base salary, each executive is entitled to annual incentive compensation of up to 100% of his then-current base salary if he satisfies certain individual and company performance criteria established from time to time by Origen’s Board of Directors.

     In connection with the execution of the employment agreements on October 8, 2006, Origen issued Mr. Geater 30,000 restricted shares of common stock and issued each of Mr. Scherer and Mr. Landschulz 25,000 restricted shares of common stock. Each executive’s shares vest in five equal annual installments of 6,000 shares (in Mr. Geater’s case) or 5,000 shares (in Mr. Scherer’s and Mr. Landschulz’s cases) on each of October 8, 2007, 2008, 2009, 2010 and 2011.

     Under their respective employment agreements, each of Mr. Geater, Mr. Scherer and Mr. Landschulz will be entitled to the following severance compensation: (A) if the employment agreement is terminated by Origen without cause or by the executive for good reason, (i) Origen will pay the executive an amount equal to his then-current base salary, (ii) Origen will continue to provide health care coverage and other benefits for which the executive continues to be eligible under Origen’s benefits plans for the applicable severance period (as defined below), provided that Origen’s obligation to provide the benefits described in this clause (ii) will terminate to the extent that a subsequent employer provides similar coverage, and (iii) the vesting of all of the executive’s unvested options and shares of restricted stock will be accelerated; (B) if the executive dies or becomes disabled, (i) Origen will pay the executive an amount equal to his then-current base salary, (ii) Origen will continue to provide health care coverage and other benefits for the same period and on the same terms as described in clause (A)(ii) above, and (iii) the vesting of all of the executive’s unvested options and shares of restricted stock will be accelerated; and (C) if the executive’s employment is terminated because Origen does not renew the term of the employment agreement at the end of its initial term or any subsequent renewal term, (i) Origen will pay the executive an amount equal to his then-current base salary, and (ii) the vesting of all of the executive’s unvested options and shares of restricted stock will be accelerated.

     The “severance period” means 24 months with respect to Mr. Geater and 18 months with respect to each of Mr. Scherer and Mr. Landschulz.

     If payable, the severance payment will be in addition to any non-compete payment or change of control payment described below to which the executive is entitled.

     The non-competition provision of each executive’s employment agreement generally precludes the executive from engaging, directly or indirectly, in the United States or Canada in the manufactured housing finance business or any ancillary business of Origen during the term of his employment with Origen and for a period of 18 months following the period he is employed by Origen, subject to certain conditions and exceptions. Each executive will also be prohibited from soliciting the employment of any of Origen’s other employees and diverting any business from Origen for a period of up to 18 months after termination of the employment agreement. In consideration of each executive’s covenant not to compete, Origen will pay the executive a non-compete payment, but only if the employment agreement is terminated by Origen without cause or by the executive for good reason. The amount payable to Mr. Geater is $849,615 and the amount payable to each of Mr. Scherer and Mr. Landschulz is $560,000. No portion of such amount will be payable to an executive after any breach of his covenant not to compete. Fifty percent of each executive’s non-compete payment will be payable in equal monthly installments during the period between six months after his termination date and the end of his non-compete period. The remaining 50% of such amount will be payable at the end of the non-compete period. If the executive dies during the non-compete period, Origen will pay all remaining non-compete payments to his estate. If payable, the non-compete payment will be in addition to any severance payment described above or change of control payment described below to which the executive is entitled.

     Upon a change in control of Origen, each executive may be entitled to a change in control payment equal to 2.0 times the sum of (a) his then-current base salary, and (b) fifty percent of his then-current target bonus. Each executive’s change in control payment generally will be payable within five days after the first anniversary of the change of control event notwithstanding the foregoing: (i) no change of control payment will be payable if the executive is terminated for cause or resigns without good reason before the first anniversary of the change in control event, (ii) if during the six-month period following the change of control event his employment is terminated without cause by Origen or he resigns with good reason; (iii) if during the one-year period following the change of control event he dies or becomes disabled, and (iv) if Origen terminates his employment in anticipation of a change in control during a specified period before the closing of the change in control transaction. In addition to the change in control payment under their respective employment agreements, if any executive is entitled to a payment Origen must make the change of control payment six months after the executive’s termination date from Origen upon a change in control or similar event under any other plan or agreement. Origen will be obligated to pay only the greater of the change of control payment described in the executive’s employment agreement and such other plan or agreement. If payable, the change of control payment will be in addition to any severance payment or non-compete payment described above to which the executive is entitled.

     If any severance payments or change in control payments to an executive under his employment agreement collectively constitute a “parachute payment” under Section 280G(b)(2) of the Internal Revenue Code, thereby requiring the payment of excise taxes, then Origen will gross up such payments to cover all applicable excise taxes.

     For purposes of the employment agreements of each of Mr. Geater, Mr. Scherer and Mr. Landschulz, “cause”, “good reason” as it relates to the executive’s severance payments upon his termination of the agreement for good reason generally, and “good reason”, as it relates to the executive’s severance payments upon his termination of the agreement for good reason after a change of control, have the same meaning as those applicable to Mr. Klein, as described above.

     Benton E. Sergi, Senior Vice President of Operations

     On March 31, 2007, Mr. Sergi completed the final year of a three-year employment agreement. Under the provisions of the agreement, the term of the agreement has been automatically extended to March 31, 2009. Mr. Sergi’s annual salary through March 31, 2008 was $215,250 and his annual salary for the year ending March 31, 2009 is $226,013. Under the terms of the agreement, Mr. Sergi is eligible for a performance bonus of up to 50% of his base salary. Under the agreement, Mr. Sergi is entitled to the following severance compensation: (A) if the employment agreement is terminated by Origen without cause, Origen will pay the executive an amount equal to his then-current base salary over the severance period; and (B) if the executive dies or becomes disabled, Origen will pay the executive an amount equal to his then-current base salary over the severance period.

     The “severance period” means 12 months with respect to Mr. Sergi.

     For purposes of Mr. Sergi’s employment agreement, “cause” means: (i) a material breach of any provision of the employment agreement by the executive (after opportunity to cure for 20 days upon receipt of notice of breach), (ii) any action (or failure to act) by the executive that involves malfeasance, fraud or moral turpitude, or which, if generally known, would or might have a material adverse effect on Origen or its reputation.

     The non-competition provision of Mr. Sergi’s employment agreement generally precludes the executive from engaging, directly or indirectly, in the United States or Canada in the manufactured housing finance business or any ancillary business of Origen during the term of his employment with Origen and for a period of 12 months following the period he is employed by Origen, subject to certain conditions and exceptions. The executive will also be prohibited from soliciting the employment of any of Origen’s other employees and diverting any business from Origen for a period of up to 12 months after termination of the employment agreement.

     On March 20, 2008, Origen entered into a letter agreement with Mr. Sergi, under which Mr. Sergi will be paid a retention bonus equal to $215,250 (the amount of his current base salary) if (i) he remains employed by Origen or a successor of Origen for twelve months from the date of the agreement, or (ii) if during such twelve-month period his employment is terminated by Origen for any reason other than insubordination, incompetency or dishonesty, and he is not offered employment by a successor to Origen. If payable, the retention bonus will be paid in accordance with Origen’s payroll schedule over the course of one year.

Outstanding Equity Awards at Fiscal Year End

     The following tables set forth information on outstanding option and stock awards held by the named executive officers at December 31, 2007, including the number of shares underlying both exercisable and un-exercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option.

Option Awards(1)

Number of

Number of

Securities

Securities

Underlying

Underlying

Unexercised

Unexercised

Options

Options

Option

Name and Principal Position

Exercisable(2)

Unexercisable

Option Price

Expiration Date

Ronald A. Klein:

25,000

0

$

10.00

October 8, 2013

Chief Executive Officer

W. Anderson Geater, Jr.:

15,000

0

$

10.00

October 8, 2013

Chief Financial Officer

J. Peter Scherer:

15,000

0

$

10.00

October 8, 2013

President and Head of Operations

Mark W. Landschulz :

15,000

0

$

10.00

October 8, 2013

Executive Vice President of Portfolio Management

Benton E. Sergi: Senior

12,500

0

$

10.00

October 8, 2013

Vice President of Operations