Guaranty Financial Group Inc. Sample Contracts

CHANGE IN CONTROL/SEVERANCE AGREEMENT
Change in Control/Severance Agreement • April 29th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered

THIS AGREEMENT is made by and between Guaranty Financial Group Inc., a Delaware corporation (the “Company”) and <name> (the “Executive”).

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SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • May 30th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • Massachusetts

This Subscription Agent Agreement (the “Agreement”) is made as of May 19, 2008, between Guaranty Financial Group Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a national banking association (collectively, the “Agent” or individually “Computershare” and the “Trust Company,” respectively). All terms not defined herein shall have the meaning abscribed to such terms in the prospectus (the “Prospectus”) included in the Registration Statement on Form S-1 (File No. 333-150558) filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 1, 2008, as amended by any amendment filed with respect thereto (the “Registration Statement”).

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INVESTMENT AGREEMENT
Investment Agreement • June 9th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • New York

This INVESTMENT AGREEMENT (this “Agreement”) dated as of June 7, 2008, is by and among Guaranty Financial Group Inc., a Delaware corporation (the “Company”), and [ ], a [ ] (the “Investor”).

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RIGHTS AGREEMENT between GUARANTY FINANCIAL GROUP INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of December 11, 2007
Rights Agreement • December 11th, 2007 • Guaranty Financial Group Inc. • Savings institution, federally chartered • Delaware

RIGHTS AGREEMENT, dated as of December 11, 2007 (the “Agreement”), between Guaranty Financial Group Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a national banking association (the “Rights Agent”).

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GUARANTY FINANCIAL GROUP INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 29th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered

This Agreement is entered into between GUARANTY FINANCIAL GROUP INC., a Delaware corporation (“Guaranty”) and the Employee named above, and is an integral and inseparable term of Employee’s employment as an employee of Guaranty or an Affiliate. In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, Guaranty and the Employee hereby agree as follows:

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SEPARATION AND DISTRIBUTION AGREEMENT by and among TEMPLE-INLAND INC., FORESTAR REAL ESTATE GROUP INC., and GUARANTY FINANCIAL GROUP INC. Dated as of December 11, 2007
Separation and Distribution Agreement • December 11th, 2007 • Guaranty Financial Group Inc. • Savings institution, federally chartered • Texas

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of December 11, 2007, by and among Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), Forestar Real Estate Group Inc., a Delaware corporation (“Forestar”), and Guaranty Financial Group Inc., a Delaware corporation (“Guaranty”). Each of Temple-Inland, Forestar and Guaranty is sometimes referred to herein as a “Party” and collectively, as the “Parties”.

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EMPLOYEE MATTERS AGREEMENT by and among TEMPLE-INLAND INC., GUARANTY FINANCIAL GROUP INC. and FORESTAR REAL ESTATE GROUP INC. Dated as of December 11, 2007
Employee Matters Agreement • December 11th, 2007 • Guaranty Financial Group Inc. • Savings institution, federally chartered • Texas

EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of December 11, 2007, by and among Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), Forestar Real Estate Group Inc., a Delaware corporation (“Forestar”), and Guaranty Financial Group Inc., a Delaware corporation (“Guaranty”). Each of Temple-Inland, Forestar and Guaranty is herein referred to as a “Party” and collectively, as the “Parties”.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2007 • Guaranty Financial Group Inc. • Texas

THIS AGREEMENT (“Agreement”) is entered into as of August 9, 2007, by and between GUARANTY FINANCIAL GROUP INC., a Delaware corporation (the “Company”), and KENNETH R. DUBUQUE (the “Executive”).

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June 7, 2008 Mr. Keith Meister Managing Director Icahn Partners LP 767 Fifth Avenue, 47th Floor New York, New York 10153 Ladies and Gentlemen:
Investment Agreement • June 9th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • New York

Contemporaneously with the execution and delivery of this letter agreement (this “Agreement”), Guaranty Financial Group Inc. (the “Company” or “we”) and Icahn Partners LP (the “Investor”) have entered into that certain Investment Agreement of even date herewith (the “Investment Agreement”). Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meaning given to them in the Investment Agreement. The Company and the Investor are entering into this Agreement to agree to additional terms and conditions related to the transactions contemplated by the Investment Agreement, as set forth below:

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FEDERAL HOME LOAN BANK OF DALLAS ADVANCES AND SECURITY AGREEMENT
Advances and Security Agreement • August 10th, 2007 • Guaranty Financial Group Inc. • Texas

This Advances and Security Agreement (“Agreement”) is made as of Aug 1st, 2005 , between the Federal Home Loan Bank of Dallas (“Bank”), with its principal office located at 8500 Freeport Parkway South, Suite 600, Irving, Texas 75063, mailing address: P.O. Box 619026, Dallas, Texas 75261-9026 and Guaranty Bank, 1300 S Mopac, Austin, TX, a Bank (“Borrower”), with its chief executive office located at 1300 S Mopac, Austin, TX 78746.

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THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION...
Purchase Agreement • June 9th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • New York

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN PURCHASE AGREEMENT (THE “PURCHASE AGREEMENT”) DATED AS OF JUNE 7, 2008 AMONG GUARANTY BANK AND THE PURCHASERS NAMED THEREIN, AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE PURCHASE AGREEMENT. AN INDENTURE MUST BE IN PLACE BEFORE THE SECURITIES EVIDENCED HEREBY ARE TRANSFERRED TO ANY NON-ACCREDITED INVESTOR.

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PURCHASE AGREEMENT BETWEEN GUARANTY BANK GUARANTY FINANCIAL GROUP INC. AND THE UNIT PURCHASERS Dated as of June 7, 2008
Purchase Agreement • June 9th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • New York

THIS PURCHASE AGREEMENT, dated as of June 7, 2008 (this “Agreement”), is entered into between Guaranty Bank, a federal savings bank having its principal office at 1300 S. Mopac Expressway, Austin, Texas 78746 (the “Bank”), Guaranty Financial Group Inc., a Delaware corporation (the “Parent”), and each of the purchasers listed on Schedule 1 attached hereto (individually a “Purchaser” and collectively the “Purchasers”, whether one or more), having their respective offices at the addresses set forth on Schedule 1.

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FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • October 28th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • Delaware

This First Amendment to Rights Agreement, dated as of October 24, 2008 (this “Amendment”), is between GUARANTY FINANCIAL GROUP INC., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a national banking association (the “Rights Agent”).

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FEDERAL HOME LOAN BANK OF DALLAS MASTER TRANSACTIONS AGREEMENT
Master Transactions Agreement • August 10th, 2007 • Guaranty Financial Group Inc. • Texas

THIS MASTER TRANSACTIONS AGREEMENT (as amended, restated, or otherwise modified from time to time, “Agreement”) dated as of Aug 1st , 2005 , is entered into by and between Guaranty Bank (“Customer) with it’s chief executive office located at Austin, TX and the Federal Home Loan Bank of Dallas (the “Bank”), with its principal office located at 8500 Freeport Parkway South, Suite 600, Irving, Texas 75063, mailing address: P.O. Box 619026, Dallas, Texas 75261-9026.

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FIRST AMENDMENT TO INVESTMENT AGREEMENT
Investment Agreement • May 30th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered

This FIRST AMENDMENT TO INVESTMENT AGREEMENT (this “Amendment”), dated as of May 29, 2008, is by and among Guaranty Financial Group Inc., a Delaware corporation (the “Company”), TRT Financial Holdings, LLC, a Delaware limited liability company (the “Investor”), and certain affiliates of the Investor (the “Investor Affiliates”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 4th, 2007 • Guaranty Financial Group Inc. • Savings institution, federally chartered • Delaware

AGREEMENT, effective as of [ ], between Guaranty Financial Group Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).

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INVESTMENT AGREEMENT
Investment Agreement • May 27th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • Texas

This INVESTMENT AGREEMENT (this “Agreement”) dated as of May 26, 2008, is by and between Guaranty Financial Group Inc., a Delaware corporation (the “Company”) and TRT Financial Holdings, LLC, a Delaware limited liability company (the “Investor”).

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Re: Investment Agreement dated May 26, 2008, by and between Guaranty Financial Group Inc. (the “Company”) and TRT Financial Holdings, LLC (“TRT”), as amended (the ”TRT Agreement”)
Investment Agreement • June 9th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered

This letter agreement (the “Agreement”) is entered into by the Company and TRT and each other party to the TRT Agreement to set forth their agreements with respect to the execution and delivery of Investment Agreement (the “Preferred Stock Agreement”) dated June ___, 2008, between the Company and TRT relating the issuance and sale of a series of convertible perpetual cumulative preferred stock (the “Preferred Stock”) of the Company and a Purchase Agreement (the “Unit Agreement”) dated as of the same date relating to the purchase of units comprising promissory notes to be issued by Guaranty Bank, a wholly owned subsidiary of the Company, and shares of Preferred Stock (the “Units”).

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FORM OF DEALER-MANAGER AGREEMENT Guaranty Financial Group Inc.
Dealer-Manager Agreement • May 30th, 2008 • Guaranty Financial Group Inc. • Savings institution, federally chartered • New York
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