Summary of GUARANTY BANCORP

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

On February 10, 2009, as part of further cost-cutting efforts, the Company took certain steps to reorganize its executive management structure. As a result of this reorganization, the Company eliminated the position of Executive Vice President, Human Resources and Administration held by Sherri L. Heronema, with her termination effective as of February 15, 2009. As part of Ms. Heronema's termination, she and the Company entered into a Severance Agreement and Release, dated as of February 12, 2009, pursuant to which Ms. Heronema will receive a lump sum cash payment equal to her base salary of $210,000, net of appropriate withholding taxes and other applicable taxes and benefit deductions. A copy of the Severance Agreement and Release is incorporated by reference herein from Exhibit 10.1 hereto.

In connection with the reorganization, the Company also decided to eliminate its General Counsel position and outsource its legal function. As a result, the Company's Executive Vice President, General Counsel and Secretary, Zsolt K. Bessko, will depart the Company as of a date yet to be determined.

In addition, as a result of this reorganization, Paul W. Taylor, Executive Vice President and Chief Financial Officer, will assume the additional title of Chief Operating Officer, effective immediately, including assuming additional duties such as overseeing the Company's back office operations, human resources, risk management and compliance functions. As a result of assuming these additional duties, Mr. Taylor's annual base salary was increased to $300,000, which was approved by the Company's Compensation, Nominating and Governance Committee.

Mr. Taylor, 48, has been Executive Vice President and Chief Financial Officer of the Company and its subsidiary, Guaranty Bank and Trust Company, since 2004. He is also a director of Guaranty Bank and Trust Company. From 2000 to 2004, he served as Chief Financial Officer of the Company's predecessor.