June 7, 2008 Mr. Keith Meister Managing Director Icahn Partners LP 767 Fifth Avenue, 47th Floor New York, New York 10153 Ladies and Gentlemen:TRT 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:
