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GUARANTY FINANCIAL GROUP INC.
RESTRICTED STOCK AGREEMENT
 EMPLOYEE:AWARD DATE:
    
    , 200TOTAL NUMBER OF SHARES OFRESTRICTED STOCK:VESTING SCHEDULE/RESTRICTED PERIOD:
    
    [Number of Shares] on, 2009[Number of Shares] on, 2010[Number of Shares] on, 2011[Number of Shares] on, 2012
  1.
    
    This Agreement and the award hereunder is subject to all the restrictions, terms and
provisions of the Guaranty Financial Group Inc. 2007 Stock Incentive Plan (the Plan) which
are herein incorporated by reference and with which the Employee hereby agrees. Terms used in
this Agreement that are not otherwise defined herein shall have the same meaning as set forth
in the Plan.2.
    
    Subject to the terms of the Plan and this Agreement, Guaranty hereby awards to the Employee
the number of shares of Restricted Stock stated above (the Restricted Stock). Except as
otherwise provided by the Plan or this Agreement, the vesting period for the Restricted Stock
awarded hereunder shall be as stated above. However, no such Restricted Stock that otherwise
would become vested on a particular date shall vest in any year that the after-tax earnings of
Guaranty are less than $10,000,000.00. In such case, such Restricted Stock that would become
vested on such particular date shall immediately be forfeited. The Management Development and
Executive Compensation Committee (the Committee) shall certify the attainment of the
after-tax earnings performance goal.3.
    
    The Restricted Stock will be represented by a book entry credited in the name of the
Employee. The Employee will have the right to vote the Restricted Stock. The Employee will
receive a cash payment equal to the amount of all regular cash dividends per share payable to
holders of Common Stock of record on and after the issuance of the Restricted Stock until the
vesting or forfeiture thereof, whichever is earlier.4.
    
    Except as otherwise provided in the Plan, the vesting of the Restricted Stock shall occur
only if the Employee on the vesting date has continuously been an employee of Guaranty or an
Affiliate since the date of this Agreement. Subject to the other terms and provisions of the
Plan and this Agreement, upon the expiration of the vesting period, the total number of shares
of Restricted Stock shall become vested. Any shares of Restricted Stock which shall not have
so vested on the vesting date shall be forfeited to Guaranty, and the Employee shall not
thereafter have any rights (including dividend and voting rights), powers or privileges with
respect to the shares of Restricted Stock so forfeited. The Employee agrees that any federal,
state or local taxes of any kind required by law to be withheld with respect to any shares of
Restricted Stock or the cash payments in lieu of dividends thereon shall be withheld and
applied to the satisfaction of such taxes. Guaranty will issue and deliver to the Employee
instruments representing the vested securities (or balance thereof after withholding) as soon
as practicable after the vesting date.5.
    
    Notwithstanding any other provision of this Agreement to the contrary, if the Employee dies,
incurs a permanent disability or a Change in Control occurs during the vesting period and
prior to the vesting date, and assuming the Employee has continuously been an employee of
Guaranty or an Affiliate since the date of this Agreement, then the number of shares of
Restricted Stock that would become vested on a particular future date shall become vested as
of the date of termination as a result of death or disability or upon the Change in Control;
provided, however, that this acceleration of vesting shall not affect any Restricted Stock
previously forfeited in accordance with the provisions of paragraph 2, and such previously
forfeited Restricted Stock shall remain forfeited. For these purposes, Change in Control
shall mean the event set forth in any one of the following paragraphs shall have occurred:
 (1)
    
    any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of Guaranty (not including in
the securities beneficially owned by such Person any securities




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acquired directly from Guaranty or its Affiliates) representing
20% or more of the combined voting power of Guarantys then
outstanding securities, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in
clauses (a), (b) or (c) of paragraph (3) below;(2)
    
    within any twenty-four (24) month period, the
following individuals cease for any reason to constitute a majority
of the number of directors then serving on the Board of Directors
of Guaranty (the Board): individuals who, on the Award Date,
constitute the Board and any new director (other than a director
whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
Guaranty) whose appointment or election by the Board or nomination
for election by Guarantys shareholders was approved or recommended
by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the date hereof or whose
appointment, election or nomination for election was previously so
approved or recommended;(3)
    
    there is consummated a merger, consolidation
of Guaranty or any direct or indirect subsidiary of Guaranty with
any other corporation or any recapitalization of Guaranty (for
purposes of this paragraph (3), a Business Event) unless,
immediately following such Business Event (a) the directors of
Guaranty immediately prior to such Business Event continue to
constitute at least a majority of the board of directors of
Guaranty, the surviving entity or any parent thereof, (b) the
voting securities of Guaranty outstanding immediately prior to such
Business Event continue to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of Guaranty or any subsidiary of
Guaranty, at least 60% of the combined voting power of the
securities of Guaranty or such surviving entity or any parent
thereof outstanding immediately after such Business Event, and (c)
in the event of a recapitalization, no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of Guaranty
or such surviving entity or any parent thereof (not including in
the securities Beneficially Owned by such Person any securities
acquired directly from Guaranty or its Affiliates) representing 20%
or more of the combined voting power of the then outstanding
securities of Guaranty or such surviving entity or any parent
thereof (except to the extent such ownership existed prior to the
Business Event);(4)
    
    the shareholders of Guaranty approve a plan of
complete liquidation or dissolution of Guaranty;(5)
    
    there is consummated an agreement for the
sale, disposition or long-term lease by Guaranty of substantially
all of Guarantys assets, other than (a) such a sale, disposition
or lease to an entity, at least 50% of the combined voting power of
the voting securities of which are owned by shareholders of
Guaranty in substantially the same proportions as their ownership
of Guaranty immediately prior to such sale or disposition or (b)
the distribution directly to Guarantys shareholders (in one
distribution or a series of related distributions) of all of the
stock of one or more subsidiaries of Guaranty that represent
substantially all of Guarantys assets; or(6)
    
    any other event that the Board, in its sole
discretion, determines to be a Change in Control for purposes of
this Agreement.Notwithstanding the foregoing, a Change in Control under
paragraphs (1) through (5) above shall not be deemed to have
occurred by virtue of the consummation of any transaction or
series of integrated transactions immediately following which the
record holders of the common stock of Guaranty immediately prior
to such transaction or series of transactions continue to have
substantially the same proportionate ownership in one or more
entities which, singly or together, immediately following such
transaction or series of transactions, own all or substantially
all of the assets of Guaranty as constituted immediately prior to
such transaction or series of transactions.
  (1)
    
    Affiliate shall have the meaning set forth
in Rule 12b-2 promulgated under Section 12 of the Exchange Act.(2)
    
    Beneficial Owner shall have the meaning set
forth in Rule 13d-3 under the Exchange Act.




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(3)
    
    Exchange Act shall mean the Securities
Exchange Act of 1934, as amended from time to time.(4)
    
    Person shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) Guaranty or any of its subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan
of Guaranty or any of its Affiliates, (iii) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by
the stockholders of Guaranty in substantially the same proportions
as their ownership of stock of Guaranty.
 6.
    
    Nothing in the Plan or this Agreement shall be construed to give the Employee any right to be
awarded any additional Restricted Stock awards other than in the sole discretion of the
Committee or to confer on the Employee any right to continue in the employ of Guaranty or any
of its Affiliates or to interfere in any way with the right of Guaranty or an Affiliate to
terminate the employment of the Employee at any time, with or without cause, notwithstanding
the possibility that the Restricted Stock may thereby be forfeited entirely. The Employee
agrees that the award of the Restricted Stock hereunder is special incentive compensation and
that it will not be taken into account as salary or compensation or bonus in determining
the amount of any payment under any retirement or profit-sharing plan of Guaranty or any of
its Affiliates. In addition, the Employee agrees that such award will not be taken into
account in determining the amount of any life insurance coverage, or short or long-term
disability coverage provided by Guaranty or its Affiliates.7.
    
    No right or benefit under the Plan or this Agreement shall be subject to anticipation,
alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or
charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange,
transfer, encumber or charge the same shall be void. No right or benefit under the Plan or
this Agreement shall in any manner be liable for or subject to the debts, contracts,
liabilities or torts of the person entitled to such benefit. If any Employee or beneficiary
under the Plan or this Agreement should become bankrupt or attempt to anticipate, alienate,
sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge any right or benefit
under the Plan or this Agreement, then such right or benefit shall, in the discretion of the
Committee, cease and terminate, and in such event, the Committee in its discretion may hold or
apply the same or any part thereof for the benefit of the Employee or his or her beneficiary,
spouse, children or other dependents, or any of them, in such manner and in such proportion as
the Committee may deem proper.8.
    
    The Committee may from time to time modify or amend this Agreement in accordance with the
provisions of the Plan. In the event of an inconsistency between any provision of the Plan
and this Agreement, the terms of the Plan shall control. This Agreement shall be binding upon
and inure to the benefit of Guaranty and its successors and assigns and shall be binding upon
and inure to the benefit of the Employee and his or her legatees, distributees and personal
representatives. Appeal from, or confirmation of, any arbitration award under this paragraph
may be made to any court of competent jurisdiction under standards applicable to appeal or
confirmation of arbitration awards generally. This Agreement is effective as of the Grant
Date, but shall expire sixty (60) days after the Grant Date if the Employee (or his or her
agent or attorney) does not execute and deliver a copy of this Agreement to Guaranty on or
prior to that date, except as otherwise set forth in the Plan. This Agreement shall be
governed by and construed in accord with federal law, where applicable, and otherwise with the
laws of the State of Texas.
  GUARANTY FINANCIAL GROUP INC.