Guaranty Financial Group Inc. Completes Private Placements with Several Investors...

Guaranty Financial Group Inc. Completes Private Placements with Several Investors to Conclude Total Capital Raise of $600 Million

AUSTIN, Texas--(Business Wire)--
Guaranty Financial Group Inc.'s (NYSE: GFG) ("Guaranty" or the
"Company") previously announced private placement transactions with
TRT Financial Holdings, LLC ("TRT Financial"), Icahn Capital LP and
affiliated entities, and several additional investors closed and
funded yesterday, resulting in total gross proceeds raised of
approximately $600 million when added to the $38.4 million investment
by TRT Financial on May 30, 2008.

"Guaranty is fortunate to have major shareholders that are
confident in our long-term potential, allowing us to complete this
significant capital raise," stated Mr. Ken Dubuque, President and
Chief Executive Officer of Guaranty. "While Guaranty was
well-capitalized by regulatory standards before this additional
capital infusion, the funds that we have received over the past
60 days have improved our capital ratios well beyond these standards.
We have substantially strengthened our capital position, which was one
of the goals we announced at the end of the first quarter of 2008."

Guaranty entered into the private placement transactions by
executing a series of investment agreements with institutional
investors under which Guaranty issued 5.54 million shares, in the
aggregate, of a series of convertible perpetual cumulative preferred
stock (the "Convertible Preferred Stock"), for $51.70 per share, for
an aggregate purchase price of approximately $287 million, and a
separate purchase agreement with additional institutional investors
under which those investors purchased, for an aggregate purchase price
of $275 million, units consisting of subordinated debt issued by
Guaranty Bank and, in the aggregate, 638,000 shares of Convertible
Preferred Stock ("Units"). Approval by Guaranty's stockholders is
required before the conversion feature of the Convertible Preferred
Stock can be exercised. If approved, each share of Convertible
Preferred Stock would immediately and mandatorily convert to ten
shares of Guaranty common stock. The private placement transactions
were described in the Current Report on Form 8-K filed by Guaranty
with the Securities and Exchange Commission June 9, 2008. Current
Guaranty shareholders Robert Rowling, acting through TRT Financial,
and Icahn Capital LP, and affiliated entities, purchased significant
amounts of both the Convertible Preferred Stock and the Units. The
balance of the securities were purchased by current Guaranty
shareholders and new investors.

"TRT has done business with and known Guaranty Bank for many
years, and now we are delighted to have been a part of the Company's
successful effort to fortify its balance sheet and help lay the
foundation for long-term, sustainable growth," said Mr. Rowling,
Chairman of TRT Financial and TRT Holdings, Inc. "We feel that this
investment has significant upside. Guaranty does business in the
fastest growing and most resilient markets in the United States,
including in its home state of Texas, as well as California and other
very dynamic markets."

"We are happy that we were able to help structure and participate
in Guaranty raising $600 million of capital," stated Mr. Carl Icahn,
Chairman of Icahn Capital LP. "This investment helps to strengthen
Guaranty's balance sheet and position them more strongly to navigate
through the current credit cycle and capitalize on opportunities in
the future."

Keefe, Bruyette & Woods acted as placement agent to the Company
and Guaranty Bank in connection with the private placements.

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.

Guaranty Financial Group Inc.
Rusty LaForge, 214-360-1967
SVP, Director of Investor Relations

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