FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Guaranty Bank, S.S.B. (Proposed New State Savings Bank)
Dallas, Texas
Application for Federal Deposit Insurance (Bank Insurance Fund)

ORDER

The undersigned, acting under delegated authority, has fully considered all available facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act and relating to the application for federal deposit insurance, with membership in the Bank Insurance Fund, filed on behalf of Guaranty Bank, S.S.B., a proposed state savings bank to be located at 8333 Douglas Avenue, Dallas, Dallas County, Texas and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for reasons set forth in the attached Statement, that the application submitted on behalf of Guaranty Bank, S.S.B. for federal deposit insurance be and the same hereby is approved subject to the following conditions:

1. That beginning Tier 1 capital (as defined in Part 325 of the FDIC Rules and Regulations) of not less than $25,000,000 be provided;

2. That the Tier 1 capital to assets ratio, as defined in Part 325 of Corporation's Rules and Regulations at the time of the application, be maintained at no less than an 8% Tier 1 capital throughout the first three years of operation;

3. That within 45 days of the date of this Order (or the receipt of a written objection, if applicable), the bank must submit background information to the Director of the Division of Supervision's Dallas Regional Office ("Regional Director") on an individual proposed as a new director of the bank;

4. That within 15 days of receipt of the written non-objection of the Regional Director on an individual proposed as an additional director, the bank shall take all appropriate action to cause such individual to be duly appointed as a director of the bank;

5. That the Audit Committee will consist of three members, two of which will not have ties to the corporate lending arm of the affiliated insured institution;

6. That any changes in proposed management or proposed ownership (10 percent or more of stock), including new acquisitions of or subscriptions to 10 percent or more of stock, will render this commitment null and void unless such proposal is approved by the Regional Director prior to opening of the bank;

7. That federal deposit insurance shall not become effective unless and until the applicant has been established as a state savings bank, that it has authority to conduct a banking business, and that its establishment and operation as a bank have been fully approved by the appropriate state authorities;

8. That Guaranty Holdings, Inc. I., Dallas, Texas, obtain approval from the Office of Thrift Supervision to acquire voting-stock control of the bank prior to its opening;

9. That the bank shall operate within the parameters of the business plan submitted to the FDIC. Furthermore, during the first three years of operation, the bank shall notify the Regional Director of any proposed major deviation or material change from the submitted plan 60 days before consummation of the change; and

10. That if federal deposit insurance has not become effective within twelve months from the date of this Order, or unless, in the meantime, a request for an extension of time has been approved by the FDIC, the consent granted herein shall expire at the end of the said twelve-month period.

Dated at Washington, D.C., this day of September 2000.

By: ________________________________
John M. Lane
Associate Director
Division of Supervision