Summary of GUARANTY FINANCIAL GROUP INC.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2008, Guaranty Financial Group Inc. (the "Company") announced the resignation of Kenneth R. Dubuque as the Company's Chairman of the Board, Chief Executive Officer, and President and as a director of the Company, effective November 18, 2008. The Board of Directors of the Company (the "Board") has appointed John T. Stuart III, one of the Company's directors, to serve as the interim Chairman of the Board and interim Chief Executive Officer of the Company, effective November 18, 2008, until a permanent replacement is identified.

John T. Stuart III,age 72, joined the Board in connection with the Company's separation from Temple-Inland Inc. in December 2007. Mr. Stuart previously served as Vice Chairman of the board of Guaranty Bank from 2002 until his retirement in 2003. Mr. Stuart joined Guaranty Bank in 1990, serving in various capacities, including Senior Executive Vice President and Chief Lending Officer. Prior to joining Guaranty Bank, Mr. Stuart served in various capacities at Republic Bank of Dallas.

Also on November 19, 2008, the Company announced the appointment of Kevin J. Hanigan, the Company's Senior Executive Vice President and Chief Banking Officer, as the Company's President and Chief Operating Officer, effective immediately. Mr. Hanigan will continue to serve as the Chief Banking Officer until a replacement has been appointed.

Mr. Hanigan, age 52, has served as the Company's Senior Executive Vice President and Chief Banking Officer since March 2008 and the Senior Executive Vice President for Retail Bank since April 2007. Mr. Hanigan previously managed the Corporate Banking business for Guaranty Bank from 1999 to 2007.