EXHIBIT 4.5


              FORM OF RESTRICTED STOCK AGREEMENT TO BE ENTERED INTO
                              FOR RESTRICTED STOCK



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                           RESTRICTED STOCK AGREEMENT
                           --------------------------


                                 PURSUANT TO THE
                        GUARANTY FEDERAL BANCSHARES, INC.

                          2000 STOCK COMPENSATION PLAN
                          ----------------------------



     This Agreement shall  constitute an award of Restricted Stock ("Award") for
a total of _____________  shares of Common Stock of GUARANTY FEDERAL BANCSHARES,
INC. (the  "Corporation"),  which is hereby  granted to  _________________  (the
"Participant")  at the price determined as provided herein,  and in all respects
subject  to the  terms,  definitions  and  provisions  of the  Guaranty  Federal
Bancshares,  Inc.  2000  Stock  Compensation  Plan (the  "Plan")  adopted by the
Corporation  which is  incorporated  by  reference  herein,  receipt of which is
hereby acknowledged.

       1. Purchase Price.  The  purchase  price  for each share of Common  Stock
          --------------
awarded by this Agreement is $0.00.

       2. Vesting of Plan Awards. The Award of such Common Stock shall be deemed
          ----------------------
non-  forfeitable in accordance  with the  provisions of the Plan,  provided the
holder of such  Award is an  employee,  director  or  director  emeritus  of the
Corporation as of such date, as follows:

             (a)   Schedule of Vesting of Awards.


                                       Number        Percentage of Total Shares
                                         of              Awarded Which Are
                         Date          Shares             Non-forfeitable
                         ----          ------             ---------------

Upon Grant                                0                       0%
As of............................        ___                     20%
As of............................        ___                     40%
As of............................        ___                     60%
As of............................        ___                     80%
As of............................        ___                    100%

             (b) Restrictions on Awards.  This Award may not be delivered to the
recipient if the issuance of the Shares pursuant to the Award would constitute a
violation of any  applicable  federal or state  securities or other law or valid
regulation.  As a condition  to the  Participant's  receipt of this  Award,  the
Corporation   may  require  the  person   receiving   this  Award  to  make  any
representation  and  warranty  to the  Corporation  as may  be  required  by any
applicable law or regulation.



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       3. Non-transferability of Award. This Award may not be transferred in any
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manner prior to such Award, or portion  thereof,  being deemed  non-forfeitable.
Notwithstanding  anything  herein  or in the Plan to the  contrary,  all  Shares
subject to an Award held by a Participant  whose  employment or service with the
Corporation or the Bank  terminates due to death shall be deemed 100% earned and
nonforfeitable as of the  Participant's  last date of employment or service with
the  Corporation  or the Bank and shall be  distributed  as soon as  practicable
thereafter to the Beneficiary as set forth in accordance with the Plan.

       4. Other Restrictions on Award. This Award shall be subject to such other
          ---------------------------
restrictions  and  limitations  as are contained in the Plan or as determined by
the Plan Committee administering such Plan. Such Award shall be immediately 100%
vested  upon  death,  Retirement,  or  Disability  (as  determined  by the  Plan
Committee) of the Participant or upon a Change in Control of the Corporation.



                                               Guaranty Federal Bancshares, Inc.



Date of Grant:                                 By
                -----------------                 ------------------------------





Attest:



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