REVOCABLE PROXY

            SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GUARANTY
              STATE BANCORP FOR THE SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ______________, 1998

The undersigned shareholder of Guaranty State Bancorp ("Guaranty") hereby
constitutes and appoints _____________, ____________________ and
__________________, or any of them, as attorneys-in-fact and proxies, with full
power and substitution to represent and vote as directed below, all shares of
the common stock of Guaranty held of record by the undersigned on ____________,
1998, at the Special Meeting of Shareholders of Guaranty to be held on
_________, 1998 at ____ p.m., local time, at the Omni Hotel, 201 Foster Street,
Durham, North Carolina, and at any adjournments thereof (the "Special Meeting").

1.       PROPOSAL TO APPROVE MERGER. Proposal to approve the Amended and
         Restated Agreement and Plan of Reorganization and Merger dated as of
         November 18, 1997, and the related Plan of Merger (collectively, the
         "Agreement"), by and among Guaranty, Guaranty State Bank, Triangle Bank
         and Triangle Bancorp, Inc. ("Triangle"), and to approve the
         transactions contemplated therein, pursuant to which, among other
         matters, (i) at the effective time, Guaranty will merge with and into
         Triangle (the "Merger"), and (ii) each share of common stock of
         Guaranty outstanding immediately prior to the Merger will be converted
         into 1.41 shares of the common stock, no par value, of Triangle,
         subject to adjustment as provided in the Agreement.

         [  ]   FOR                [  ]  AGAINST                  [  ]  ABSTAIN


2. OTHER BUSINESS. To vote the shares of Guaranty common stock represented by
this appointment of proxy upon such other matters as may properly come before
the Special Meeting and any adjournments thereof in accordance with their best
judgment.

PLEASE VOTE, SIGN AND DATE THIS APPOINTMENT OF PROXY ON THE REVERSE SIDE AND
PROMPTLY RETURN IT USING THE ENCLOSED ENVELOPE.






                           (continued from other side)

         THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED AS
DIRECTED ABOVE. IN THE ABSENCE OF ANY DIRECTION, THE PROXIES WILL VOTE THE
SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY FOR PROPOSAL 1. SHOULD OTHER
MATTERS PROPERLY COME BEFORE THE SPECIAL MEETING, THE PROXIES WILL BE AUTHORIZED
TO VOTE THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY IN ACCORDANCE WITH
THEIR BEST JUDGMENT. THIS APPOINTMENT OF PROXY MAY BE REVOKED BY THE HOLDER OF
THE SHARES TO WHICH IT RELATES AT ANY TIME BEFORE IT IS EXERCISED BY FILING WITH
THE SECRETARY OF GUARANTY A WRITTEN INSTRUMENT REVOKING IT OR A DULY EXECUTED
APPOINTMENT OF PROXY BEARING A LATER DATE OR BY ATTENDING THE SPECIAL MEETING
AND ANNOUNCING HIS OR HER INTENTION TO VOTE IN PERSON.


                                        By signing this proxy, the undersigned
                                        hereby acknowledges receipt of the
                                        Notice of Special Meeting, dated
                                        _______, 1998, and the accompanying
                                        Proxy Statement/Prospectus.


                                        Dated: _______________________________,
                                        1998



                                        
                                        ---------------------------------------
                                        Signature of Owner of Shares



                                        
                                        ----------------------------------------
                                        Signature of Joint Owner of Shares (if
                                        any)


                                        Instruction: Please sign above exactly
                                        as your name appears on this appointment
                                        of proxy. Joint owners of shares should
                                        both sign. Fiduciaries or other persons
                                        signing in a representative capacity
                                        should indicate the authorized capacity
                                        in which they are signing.

IMPORTANT: TO INSURE THAT A QUORUM IS PRESENT AT THE SPECIAL MEETING, PLEASE
SEND IN YOUR APPOINTMENT OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND. EVEN IF YOU
SEND IN YOUR APPOINTMENT OF PROXY, YOU WILL BE ABLE TO VOTE IN PERSON AT THE
SPECIAL MEETING IF YOU SO DESIRE.