**Exhibit 10.7****GUARANTY FINANCIAL GROUP INC.****DIRECTORS’ FEE DEFERRAL PLAN**ARTICLE 1Definitions     When used herein the following terms shall have the following meanings:     1.1. “Account” means the Account maintained for each Participant inaccordance with the terms of Article 3 hereof.     1.2. “Affiliate” means each trade or business, whether or not incorporated,that together with the Company, is treated as a “single employer” under Section 414(b) or 414(c) ofthe Code.     1.3. “Administrator” means the Board or such person(s) as may be designatedby the Board to administer this Plan.     1.4. “Board” means the Board of Directors of the Company.     1.5. “Board Fees” means annual retainer fees (including Non-Executive ChairRetainer Fees) and meeting fees payable to an Eligible Director with respect to the EligibleDirector’s service on the Board and/or one or more Board committees.     1.6. “Change in Control” means the occurrence of a “change in controlevent” (within the meaning of Section 409A of the Code) with respect to the Company.     1.7. “Code” means the Internal Revenue Code of 1986, as amended.     1.8. “Common Stock” means the common stock, $1.00 par value, of the Companyand, in the event such common stock is converted to another security or property, such othersecurity or property.     1.9. “Company” means Guaranty Financial Group Inc., a Delaware corporation,and its successors by merger, sale of assets or otherwise.     1.10. “Crediting Date” means the date on which Board Fees would have beenpaid to an Eligible Director absent the Deferral Election covering such Board Fees.     1.11. “Deferral Election” means an irrevocable election by an EligibleDirector, made on a form prescribed by the Administrator and delivered to the Administrator, todefer under this Plan the receipt of all or a specified portion of Board Fees otherwise payable tothe Eligible Director. A Deferral Election shall be effective when the form is countersigned onbehalf of the Company.     1.12. “Eligible Director” means a member of the Board who is not also anemployee of the Company or any of its Affiliates.     1.13. “Fair Market Value” means, unless otherwise determined by theAdministrator, the closing price of a share of Common Stock on the New York Stock Exchange (“NYSE”)as of the relevant
 

 
date (or if the NYSE is not open on such date or the Common Stock is not traded on that day,the most recent prior date that the NYSE was open for trading and the Common Stock was traded).     1.14. “Matching Restricted Stock Units” means Matching Restricted StockUnits as defined in Section 3.3 hereof.     1.15. “Non-Executive Chair Retainer Fees” means Board Fees that are payableto an Eligible Director with respect to the Eligible Director’s service on the Board as anon-executive chairperson.     1.16. “Participant” means an Eligible Director who files a Deferral Electionor is credited with Retainer Shares pursuant to the terms of the Plan.     1.17. “Restricted Stock Units” means hypothetical shares of Common Stockcredited to a Participant’s Account having a value equal to the Fair Market Value of an equalnumber of shares of Common Stock.     1.18. “Plan” means the Guaranty Financial Group Inc. Directors’ Fee DeferralPlan, as set forth herein and amended from time to time.     1.19. “Retainer Shares” means Restricted Stock Units credited to aParticipant’s Account pursuant to Section 2.2 hereof.     1.20. “Separation from Service” means a “separation from service” (with themeaning of Section 409A of the Code) from the Company and its Affiliates.     1.21. “Stock Plan” means the Guaranty Financial Group Inc. 2007 StockIncentive Plan and any other plan adopted by the Company that provides for the grant of stockoptions, phantom stock, or restricted stock to members of the Board.     1.22. “Unforeseeable Emergency” means an “unforeseeable emergency” withinthe meaning of Section 409A of the Code.ARTICLE 2Participation; Deferred Board Fees     2.1. Participation. Each Eligible Director shall be a Participant in thisPlan.     2.2. Retainer Shares. On the date of the first regularly scheduled Boardmeeting each year, each Eligible Director’s Account shall be credited with a number of RestrictedStock Units equal to the quotient obtained by dividing (a) $75,000 (effective January 1, 2008) by(b) the Fair Market Value of a share of Common Stock as of such date.     2.3. Board Fee Deferrals. An Eligible Director may elect to deferhereunder the receipt of all or a portion of Board Fees payable to the Eligible Director by filingwith the Administrator a Deferral Election prior to the start of the calendar year during which theBoard Fees covered by the Deferral Election will be paid. An Eligible Director who is anon-executive chairperson, may, in a Deferral Election, make separate elections with respect to (a)Non-Executive Chair Retainer Fees and (b) Board Fees other than Non-Executive Chair Retainer Fees.An Eligible Director who defers Board Fees hereunder shall be credited with the number ofRestricted Stock Units provided for by Sections 3.2 and 3.3 hereof.
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     2.4. Matching Restricted Stock Units. The Account of an Eligible Directorwho makes a valid Deferral Election shall be credited with Matching Restricted Stock Units inaccordance with Section 3.3 hereof.     2.5. Payment Elections. At the time an Eligible Director makes a DeferralElection, or receives an annual credit of Retainer Shares pursuant to Section 2.2 hereof, or atsuch other time(s) as may be authorized by the Administrator and permitted under Section 409A ofthe Code, a Participant shall elect, in accordance with rules specified by the Administrator, toreceive payment of amounts credited to the Participant’s Account in a method of payment permittedunder Article 4 hereof.ARTICLE 3Accounts     3.1. Establishment of Accounts. The Company shall establish and maintainin accordance with this Article 3 a bookkeeping account for each Participant, which account shallrecord and reflect the Retainer Shares credited to the Participant pursuant to Section 2.2 hereof,Board Fees (other than Non-Executive Chair Retainer Fees) deferred hereunder by the Participant,Non-Executive Chair Retainer Fees deferred hereunder by the Participant, and the MatchingRestricted Stock Units credited to the Participant (each such account being referred to herein asan “Account”).     3.2. Crediting of Board Fee Deferrals. The Account of each Participant whodefers Board Fees hereunder shall be credited with a number of Restricted Stock Units equal to thequotient obtained by dividing (a) the amount of Board Fees covered by the Deferral Election by (b)the Fair Market Value of a share of Common Stock as of such date.     3.3. Matching Restricted Stock Units. A Participant’s Account shall becredited, as of the Crediting Date of the Board Fees covered by a Deferral Election made by theParticipant with a number of Restricted Stock Units (“Matching Restricted Stock Units”) equal tothe quotient obtained by dividing (a) 50% of the amount of Board Fees covered by the DeferralElection (excluding Non-Executive Chair Retainer Fees), by (b) the Fair Market Value of a share ofCommon Stock as of the Crediting Date of the Board Fees covered by the Deferral Election.     3.4. Payments. A Participant’s Account shall be reduced by any paymentsmade to the Participant, his or her beneficiary, estate, or representative.     3.5. Adjustments. If any of the following events occur, the Administratorshall make appropriate adjustments with respect to Restricted Stock Units credited to aParticipant’s Account: (a) any extraordinary dividend or other extraordinary distribution inrespect of Common Stock (whether in the form of cash, Common Stock, other securities or otherproperty); (b) any recapitalization, stock split (including a stock split in the form of a stockdividend), reverse stock split, reorganization, merger, combination, consolidation, split-up,spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company;or (c) any other like corporate transaction or event in respect of the Common Stock.     3.6. Vesting of Accounts. Each Participant’s Account shall be fully vestedand nonforfeitable at all times.     3.7. Board Fees Covered by Elections. For purposes of this Article 3, theamount of Board Fees “covered” by a Deferral Election shall be the amount by which an EligibleDirector’s Board Fees are to be reduced by reason of a Deferral Election. If a Deferral Electioncovers less than all of the Board Fees payable to an Eligible Director during a calendar year, thepercentage of each payment of each type of Board Fee during the calendar year that shall be treatedas being covered by the Deferral Election shall be
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equal to the percentage of total Board Fees of the same type for the calendar year that iscovered by the Deferral Election.     3.8. No Funding of Benefits. All adjustments to a Participant’s Accountshall be bookkeeping entries only and shall not represent a special reserve or otherwise constitutea funding of the Company’s unsecured promise to pay any amounts hereunder. To the extent aParticipant or any other person acquires a right to receive payments from the Company under thisPlan, such right shall be no greater than the right of any unsecured general creditor of theCompany, and such person shall have only the unsecured promise of the Company that such paymentsshall be made.ARTICLE 4