Amendment and Waiver Regarding Compensation Arrangements between Guaranty Federal Bancshares, Inc., Guaranty Bank, and Senior Executive Officers

 Exhibit 10.2 AMENDMENT AND WAIVER REGARDING COMPENSATION ARRANGEMENTS This Agreement is entered into by and among Guaranty Federal Bancshares, Inc., Guaranty Bank (together with Guaranty Federal Bancshares, Inc., the "Company"), and the undersigned Senior Executive Officers of the Company (collectively the "SEOs" and individually an "SEO"). WHEREAS, the Company has entered into an agreement with the United States Department of Treasury (the "Treasury") pursuant to which the Company will participate in the Treasury's Capital Purchase Program (the "CPP"); and WHEREAS, the Company and the SEOs desire to enter into this Agreement for the purpose of complying with the executive compensation and corporate governance provisions of Section 111(b) of the Emergency Economic Stabilization Act of 2008 (the "CPP Act"); NOW, THEREFORE, in consideration of the SEO's continued employment with the Company and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Notwithstanding the terms of any Company severance, bonus, employment or other compensation related plan, arrangement, agreement, policy, practice or procedure (collectively the "Compensation Arrangements") to the contrary, the Compensation Arrangements shall be amended, interpreted and administered as follows: (a) In no event shall the incentives for the SEOs include anything that the Compensation Committee of the Board of Directors of the Company now, or at any time in the future, concludes would provide the SEOs with an incentive to take unnecessary and excessive risks that threaten the value of the Company during the period that the United States holds an equity or debt position in the Company acquired through the CPP (the "Restriction Period"); (b) The Company shall recover any bonus or incentive compensation paid to or earned by an SEO during the Restriction Period that was based on financial statements or other performance criteria that are later determined to have been materially inaccurate; (c) The Company shall not make any "golden parachute" payments (as that term is defined for purposes of Section 111(b) of the CPP Act) to the SEOs during the Restriction Period; and (d) The Company may take any and all other actions required to comply with the Section 111(b) of the CPP Act and the regulations issued thereunder. 2. Each SEO hereby voluntarily waives any and all claims against the Company for any changes to the Compensation Arrangements made hereunder, including any changes that may be made in the future, that are required to comply with Section 111(b) of the CPP Act or the regulations issued thereunder. Such waiver includes all claims the SEO may have under the laws of the United States or any state related to the requirements imposed by the regulation promulgated pursuant to Section 111(b) of the CPP Act and issued by the Department of the Treasury as published in the Federal Register on October 20, 2008 (as amended and supplemented from time to time), including without limitation a claim for any compensation or other payments the SEO would otherwise receive, any challenge to the process by which this regulation was adopted and any tort or constitutional claim about the effect of these regulations on the SEO's employment relationship with the Company. 

 3. This Agreement shall be governed by the laws of the State of Missouri, except to the extent preempted by applicable Federal law. 4. This Agreement is effective as of the commencement of the Restriction Period and shall terminate on the date that the United States ceases to hold an equity or debt position in the Company. Dated this 28th day of January 2009. This Agreement may be executed in counterparts. GUARANTY FEDERAL BANCSHARES, INC. /s/ Shaun A. Burke ______________________________ Name: Shaun A. Burke Title: President & CEO GUARANTY BANK /s/ Shaun A. Burke ______________________________ Name: Shaun A. Burke Title: President & CEO SENIOR EXECUTIVE OFFICERS /s/ Shaun A. Burke ______________________________ Name: Shaun A. Burke Title: President & CEO /s/ Carter M. Peters ______________________________ Name: Carter M. Peters Title: Executive Vice President/CFO/COO /s/ H. Michael Mattson ______________________________ Name: H. Michael Mattson Title: Executive Vice President/CLO