Guaranty Financial Group Inc. Announces an Offering of Non-Transferable Stock Purchase Rights

Business Wire, May 1, 2008

AUSTIN, Texas -- Guaranty Financial Group Inc. (NYSE: GFG) ("Guaranty" or the "Company") today announced that it is planning to commence a rights offering of common stock to its stockholders.

Guaranty filed a registration statement with the Securities and Exchange Commission covering an offering of non-transferable rights to subscribe for shares of its common stock to stockholders of record as of close of business, May 19, 2008 or such later date as the registration statement regarding the rights offering is declared effective by the United States Securities and Exchange Commission (the "Record Date"). Guaranty has not yet determined the number of shares of common stock that will be offered in the rights offering, the expiration date for the offering, or the price at which the common stock will be offered, though the Company anticipates that the shares will be offered at a discount to the market price of Guaranty common stock. Stockholders who exercise their basic subscription right will also be able to exercise an oversubscription privilege.

In conjunction with the rights offering, Guaranty anticipates that it will enter into standby purchase agreements with investors pursuant to which the investors will agree to purchase, at the same subscription price as common stockholders, shares of Guaranty common stock not otherwise purchased by stockholders in the offering.

Guaranty expects to use the proceeds of the rights offering for general corporate purposes, including investments in its subsidiaries.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

A copy of the prospectus and additional materials relating to the rights offering are expected to be mailed on or about May 19, 2008 to common stockholders of the Company as of the Record Date. Guaranty stockholders may also obtain a copy of the prospectus when it becomes available from the information agent for the offering, D.F. King & Co, Inc. by contacting it at 48 Wall Street, New York, New York 10005 or by telephone at (800) 290-6426 (toll free). The Company has retained Keefe, Bruyette & Woods to serve as the dealer manager for the rights offering.

Guaranty Financial Group Inc. is the second largest publicly-traded financial institution holding company headquartered in Texas and one of the 50 largest publicly-traded financial institution holding companies based in the U.S. ranked by asset size. Guaranty Financial Group operates Guaranty Bank, which engages in consumer and business banking activities through a network of more than 150 banking centers in Texas and California. Guaranty Bank also provides financing to middle market companies, independent energy producers, and the real estate industry. Additionally, Guaranty Bank operates an insurance agency, Guaranty Insurance Services, Inc.

Some statements made in this news release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of terms and phrases such as "believe," "anticipate," "could," "estimate," "likely," "intent," "may," "plan," "expect," and similar expressions, including references to assumptions or our plans and goals. Readers should not place undue reliance on these forward- looking statements. These forward-looking statements involve risks and uncertainties. Guaranty's actual results or performance may differ materially from those suggested, expressed, or implied by forward-looking statements due to a wide range of factors including, but not limited to: general economic, market, or business conditions; demand for new housing; competitive actions by other companies; changes in laws or regulations and actions or restrictions of regulatory agencies; deposit attrition, customer loss, or revenue loss in the ordinary course of business; cost or difficulties related to becoming a stand-alone public company; the inability to realize elements of our strategic plans; changes in the interest rate environment that expand or reduce margins or adversely affect critical estimates and projected returns on investments; economic conditions affecting real estate values and oil and gas prices and changes in market and/or general economic conditions, either nationally or regionally, that are less favorable than expected; natural disasters in primary market areas that may result in prolonged business disruption or materially impair the value of collateral securing loans; assumptions and estimates underlying critical accounting policies, particularly allowance for credit losses, may prove to be materially incorrect or may not be borne out by subsequent events; current or future litigation, regulatory investigations, proceedings or inquiries; strategies to manage interest rate risk may yield results other than those anticipated; a significant change in the rate of inflation or deflation; changes in the securities markets; the ability to complete merger, acquisition or divestiture plans; regulatory or other limitations imposed as a result of a merger, acquisition or divestiture; and the success of our business following a merger, acquisition or divestiture; the final resolutions or outcomes with respect to our contingent and other corporate liabilities related to our business and any related actions for indemnification made pursuant to the separation and distribution agreement between us and Temple-Inland Inc. Other risks are detailed in our Annual Report on Form 10-K for the year ended December 31, 2007, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008, and other reports filed with the Securities and Exchange Commission. Readers may access our reports filed with the Securities and Exchange Commission at www.sec.gov. Guaranty disclaims any obligation to subsequently revise or update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.