exv4w1






Exhibit 4.1

EXECUTION VERSION




FIRST AMENDMENT TO RIGHTS AGREEMENT




     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”).



W I T N E S S E T H:




     WHEREAS, the Rights Agent and the Company are parties to that certain Rights Agreement, dated
as of December 11, 2007 (the “Rights Agreement”);



     WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date, the
Company may, and the Rights Agent shall if the Company so directs, supplement or amend any
provision of the Rights Agreement, without the approval of any holders of shares of Common Stock;



     WHEREAS, no Distribution Date has occurred as of the date of this Amendment;



     WHEREAS, the Board of Directors of the Company has determined to amend the Rights Agreement in
certain respects; and



     WHEREAS, the Company has delivered to the Rights Agent a certificate stating that this
Amendment complies with Section 27 of the Rights Agreement and has directed the Rights Agent to
amend the Rights Agreement as set forth herein.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the Company and the Rights Agent hereby agree as follows:



     Section 1. Certain Definitions. Capitalized terms used in this Amendment but not
otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement.



     Section 2. Amendments. Section 7(a) of the Rights Agreement is hereby deleted and
replaced in its entirety with the following paragraph:




     Section 7. Exercise of Rights: Purchase Price; Final Expiration Date of
Rights.




     (a) Subject to Section 7(e) hereof, at any time after the Distribution Date
the registered holder of any Rights Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in
whole or in part upon surrender of the Rights Certificate, with the form of election to
purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent
at the principal office or offices of the Rights Agent designated for such purpose, together
with payment of the aggregate Purchase Price with respect to the total number of one
one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as
the case may be) as to which such surrendered Rights are then exercisable, at or prior to
the earlier of (i) 5:00 P.M., New York City time, on October 24, 2008 (the “Final



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Expiration Date”) or (ii) the time at which the Rights are redeemed or exchanged as provided
in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as
the “Expiration Date”).



     Section 3. Remaining Terms. All other provisions of the Rights Agreement that are not
expressly amended hereby shall continue in full force and effect. Notwithstanding the foregoing,
the Rights Agent and the Company acknowledge and agree that upon the Final Expiration Date (as
amended hereby), the Rights Agreement shall terminate and be of no further force and effect.



     Section 4. Severability. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.



     Section 5. Governing Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and performed entirely
within such state.



     Section 6. Descriptive Headings; References. Descriptive headings of the several
sections of this Amendment are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.



     Section 7. Counterparts. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



{Remainder of Page Left Intentionally Blank}




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
their respective seals to be hereunto affixed and attested, all as of the day and year first above
written.



	 	 	 	 	 	 	 
	Attest:	 	GUARANTY FINANCIAL GROUP INC.
	 
	 	 	 	 	 	 
	By

	 	/s/ Scott A. Almy
	 	By
	 	/s/ Ronald D. Murff
	 

	 	 
	 	 	 	 
	Name:

	 	Scott A. Almy
	 	Name:
	 	Ronald D. Murff
	Title:

	 	Executive Vice President,
	 	Title:
	 	Senior Executive Vice President,
	 

	 	General Counsel and Secretary
	 	 	 	and Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	 	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Dennis V. Moccia
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Dennis V. Moccia
	 

	 	 	 	Title:
	 	Managing Director