FLORIDA BANKS INC
PLACEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exh101.txt
<DESCRIPTION>PLACEMENT AGREEMENT
<TEXT>

                                                                    Exhibit 10.1

                               FLORIDA BANKS, INC.

                            6,000 Capital Securities


                        Floating Rate Capital Securities
               (Liquidation Amount $1,000.00 per Capital Security)


                               PLACEMENT AGREEMENT

                              ____________________

                                                                December 4, 2001



First Tennessee Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee  38117

Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York  10019

Ladies and Gentlemen:

     Florida  Banks,  Inc.,  a  Florida  corporation  (the  "Company"),  and its
financing  subsidiary,  Florida Banks Statutory Trust I, a Connecticut statutory
trust (the "Trust," and hereinafter  together with the Company, the "Offerors"),
hereby  confirm their  agreement  with you as placement  agents (the  "Placement
Agents"), as follows:

Section 1.        Issuance and Sale of Securities.
                  --------------------------------

     1.1.  Introduction.  The Offerors  propose to issue and sell at the Closing
           ------------
(as defined in Section 2.3.1 hereof) 6,000 of the Trust's  Floating Rate Capital
Securities,  with a liquidation  amount of $1,000.00  per capital  security (the
"Capital  Securities"),  to Preferred  Term  Securities IV, Ltd., a company with
limited  liability  established  under  the  laws  of the  Cayman  Islands  (the
"Purchaser") pursuant to the terms of a Subscription  Agreement entered into, or
to be entered into on or prior to the Closing Date, between the Offerors and the
Purchaser (the "Subscription  Agreement"),  the form of which is attached hereto
as Exhibit A and incorporated herein by this reference.

     1.2.  Operative  Agreements.  The  Capital  Securities  shall be fully  and
           ---------------------
unconditionally  guaranteed on a subordinated  basis by the Company with respect
to distributions and amounts payable upon  liquidation,  redemption or repayment
(the  "Guarantee")   pursuant  and  subject  to  the  Guarantee  Agreement  (the
"Guarantee  Agreement"),  to be dated as of the Closing  Date and  executed  and
delivered by the Company and State Street Bank and Trust Company of Connecticut,
National Association ("State Street"), as trustee (the "Guarantee Trustee"), for


                                       1
<PAGE>

the  benefit  from time to time of the holders of the  Capital  Securities.  The
entire  proceeds  from  the  sale by the  Trust to the  holders  of the  Capital
Securities shall be combined with the entire proceeds from the sale by the Trust
to the Company of its common securities (the "Common Securities"),  and shall be
used by the Trust to purchase  $6,186,000  in  principal  amount of the Floating
Rate Junior  Subordinated  Deferrable  Interest Debentures (the "Debentures") of
the Company.  The Capital  Securities  and the Common  Securities  for the Trust
shall be issued  pursuant to an Amended and Restated  Declaration of Trust among
State  Street,  as  institutional  trustee (the  "Institutional  Trustee"),  the
Administrators  named  therein,  and the Company,  to be dated as of the Closing
Date and in substantially the form heretofore  delivered to the Placement Agents
(the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture
(the  "Indenture"),  to be dated as of the Closing Date, between the Company and
State Street,  as indenture  trustee (the  "Indenture  Trustee").  The documents
identified  in this Section 1.2 and in Section 1.1 are referred to herein as the
"Operative Documents."

     1.3. Rights of Purchaser.  The Capital Securities shall be offered and sold
          -------------------
by the  Trust  directly  to the  Purchaser  without  registration  of any of the
Capital Securities,  the Debentures or the Guarantee under the Securities Act of
1933, as amended (the "Securities Act"), or any other applicable securities laws
in reliance upon exemptions from the registration requirements of the Securities
Act and other applicable securities laws. The Offerors agree that this Agreement
shall be  incorporated  by reference  into the  Subscription  Agreement  and the
Purchaser shall be entitled to each of the benefits of the Placement  Agents and
the Purchaser under this Agreement and shall be entitled to enforce  obligations
of the Offerors  under this  Agreement as fully as if the Purchaser were a party
to this Agreement.  The Offerors and the Placement Agents have entered into this
Agreement to set forth their  understanding  as to their  relationship and their
respective rights, duties and obligations.

     1.4. Legends.  Upon original  issuance thereof,  and until such time as the
          -------
same is no longer  required under the applicable  requirements of the Securities
Act, the Capital  Securities  and Debentures  certificates  shall each contain a
legend as required pursuant to any of the Operative Documents.

Section 2.        Purchase of Capital Securities.
                  ------------------------------

     2.1.  Exclusive  Rights;  Purchase  Price.  From the date hereof  until the
           -----------------------------------
Closing Date (which date may be extended by mutual agreement of the Offerors and
the Placement  Agents),  the Offerors  hereby grant to the Placement  Agents the
exclusive  right  to  arrange  for the  sale of the  Capital  Securities  to the
Purchaser at a purchase price of $1,000.00 per Capital Security.

     2.2.  Subscription  Agreement.  The Offerors hereby agree to evidence their
           -----------------------
acceptance of the  subscription  by  countersigning  a copy of the  Subscription
Agreement and returning the same to the Placement Agents.

     2.3. Closing and Delivery of Payment.
          -------------------------------

         2.3.1.  Closing;  Closing  Date.  The sale and  purchase of the Capital
                 -----------------------
Securities by the Offerors to the  Purchaser  shall take place at a closing (the
"Closing")  at the offices of Lewis,  Rice & Fingersh,  L.C., at 10:00 a.m. (St.
Louis time) on December  18, 2001,  or such other  business day as may be agreed
upon by the Offerors and the Placement  Agents (the "Closing  Date");  provided,
                                                                       --------
however,  that in no event shall the Closing Date occur later than  December 31,
-------
2001 unless  consented to by the  Purchaser.  Payment by the Purchaser  shall be
payable in the manner set forth in the Subscription  Agreement and shall be made
prior to or on the Closing Date.

         2.3.2. Delivery. The certificate for the Capital Securities shall be in
                --------
definitive  form,  registered  in the name of the Purchaser and in the aggregate
amount of the Capital Securities purchased by the Purchaser.


                                       2
<PAGE>

         2.3.3.  Transfer  Agent.  The Offerors  shall  deposit the  certificate
                 ---------------
representing  the Capital  Securities  with the  Institutional  Trustee or other
appropriate party prior to the Closing Date.

     2.4. Placement Agents' Fees and Expenses.
          -----------------------------------

         2.4.1.  Placement Agents'  Compensation.  Because the proceeds from the
                 -------------------------------
sale of the Capital Securities shall be used to purchase the Debentures from the
Company,  the Company  shall pay an  aggregate  of $30.00 for each  $1,000.00 of
principal  amount of  Debentures  sold to the Trust  (excluding  the  Debentures
related to the Common  Securities  purchased  by the  Company).  Of this amount,
$15.00 for each $1,000.00 of principal  amount of Debentures shall be payable to
First  Tennessee  Capital  Markets and $15.00 for each  $1,000.00  of  principal
amount of  Debentures  shall be payable to Keefe,  Bruyette & Woods,  Inc.  Such
amount shall be delivered to the Trustee or such other person  designated by the
Placement Agents on the Closing Date and shall be allocated  between and paid to
the respective Placement Agents as directed by the Placement Agents.

         2.4.2.  Costs and Expenses. Whether or not this Agreement is terminated
                 ------------------
or the  sale of the  Capital  Securities  is  consummated,  the  Company  hereby
covenants  and  agrees  that it shall  pay or cause to be paid  (directly  or by
reimbursement)  all reasonable costs and expenses incident to the performance of
the  obligations  of the  Offerors  under this  Agreement,  including  all fees,
expenses and  disbursements  of counsel and  accountants  for the Offerors;  the
reasonable costs and charges of any trustee, transfer agent or registrar and the
fees and  disbursements  of counsel to any trustee,  transfer agent or registrar
attributable  to the  Debentures  and the  Capital  Securities;  all  reasonable
expenses  incurred by the Offerors  incident to the  preparation,  execution and
delivery of the Trust Agreement, the Indenture, and the Guarantee; and all other
reasonable costs and expenses  incident to the performance of the obligations of
the Company hereunder and under the Trust Agreement.

     2.5. Failure to Close. If any of the conditions to the Closing specified in
          ----------------
this  Agreement  shall  not  have  been  fulfilled  to the  satisfaction  of the
Placement  Agents or if the Closing  shall not have  occurred on or before 10:00
a.m.  (St.   Louis  time)  on  December  31,  2001,   then  each  party  hereto,
notwithstanding anything to the contrary in this Agreement, shall be relieved of
all further  obligations under this Agreement without thereby waiving any rights
it may have by reason of such nonfulfillment or failure; provided, however, that
the  obligations  of the  parties  under  Sections  2.4.2  and 9 shall not be so
relieved and shall continue in full force and effect.

Section  3.       Closing Conditions.  The obligations of the Purchaser and  the
                  ------------------
Placement Agents on the Closing Date shall be subject to the accuracy, at and as
of the Closing  Date,  of the  representations  and  warranties  of the Offerors
contained in this Agreement,  to the accuracy, at and as of the Closing Date, of
the  statements  of the  Offerors  made  in any  certificates  pursuant  to this
Agreement,  to the performance by the Offerors of their  respective  obligations
under this  Agreement,  to  compliance,  at and as of the Closing  Date,  by the
Offerors with their respective agreements herein contained, and to the following
further conditions:

     3.1. Opinions of Counsel.  On the  Closing Date, the Placement Agents shall
          -------------------
have received the  following  favorable  opinions,  each dated as of the Closing
Date: (a) from Akerman,  Senterfitt & Eidson, P.A., counsel for the Offerors and
addressed to the Purchaser and the Placement  Agents in  substantially  the form
set  forth on  Exhibit  B-1  attached  hereto  and  incorporated  herein by this
               ------------
reference,  (b) from  Bingham  Dana  LLP,  special  Connecticut  counsel  to the
Offerors and addressed to the Purchaser,  the Placement Agents and the Offerors,
in  substantially  the form  set  forth  on  Exhibit  B-2  attached  hereto  and
                                             ------------
incorporated herein by this reference and (c) from Lewis, Rice & Fingersh, L.C.,
special tax counsel to the Offerors,  and addressed to the Placement  Agents and
the Offerors, in substantially the form set forth on Exhibit B-3 attached hereto
                                                     -----------
and incorporated herein by this reference, subject to the receipt by Lewis, Rice
&  Fingersh,  L.C. of a  representation  letter from the Company in the form set
forth in Exhibit B-3  completed in a manner  reasonably  satisfactory  to Lewis,
         -----------


                                       3
<PAGE>

Rice & Fingersh,  L.C.  (collectively,  the "Offerors'  Counsel  Opinions").  In
rendering the Offerors' Counsel Opinions, counsel to the Offerors may rely as to
factual  matters upon  certificates  or other  documents  furnished by officers,
directors  and trustees of the  Offerors  (copies of which shall be delivered to
the Placement  Agents and the Purchaser) and by government  officials,  and upon
such other  documents  as  counsel  to the  Offerors  may,  in their  reasonable
opinion, deem appropriate as a basis for the Offerors' Counsel Opinions. Counsel
to the  Offerors  may specify the  jurisdictions  in which they are  admitted to
practice  and that they are not  admitted to practice in any other  jurisdiction
and are not  experts  in the law of any  other  jurisdiction.  If the  Offerors'
counsel is not  admitted to  practice  in the State of New York,  the opinion of
Offerors' counsel may assume, for purposes of the opinion,  that the laws of the
State of New York are identical, in all respects material to the opinion, to the
internal  laws of the state in which such counsel is admitted to practice.  Such
Offerors'  Counsel  Opinion  shall not state  that  they are to be  governed  or
qualified  by, or that they are  otherwise  subject  to, any  treatise,  written
policy  or  other  document  relating  to  legal  opinions,  including,  without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

     3.2. Officer's  Certificate.  At  the Closing  Date,  the Purchaser and the
          ----------------------
Placement  Agents  shall have  received  certificates  from the Chief  Executive
Officer of the  Company,  dated as of the  Closing  Date,  stating  that (i) the
representations and warranties of the Offerors set forth in Section 5 hereof are
true and correct as of the Closing Date and that the Offerors have complied with
all  agreements  and satisfied  all  conditions on their part to be performed or
satisfied at or prior to the Closing Date, (ii) since the date of this Agreement
the  Offerors  have  not  incurred  any  liability  or  obligation,   direct  or
contingent,  or  entered  into  any  material  transactions,  other  than in the
ordinary  course of  business,  which is  material  to the  Offerors,  and (iii)
covering such other matters as the Placement Agents may reasonably request.

     3.3. Administrator's  Certificate.  At  the Closing Date, the Purchaser and
          ----------------------------
the  Placement  Agents  shall  have  received  a  certificate  of  one  or  more
Administrators  of the Trust,  dated as of the Closing  Date,  stating  that the
representations  and warranties of the Trust set forth in Section 5 are true and
correct  as of the  Closing  Date and  that  the  Trust  has  complied  with all
agreements and satisfied all conditions on its part to be performed or satisfied
at or prior to the Closing Date.

     3.4. Purchase Permitted by Applicable Laws; Legal Investment.  The purchase
          -------------------------------------------------------
of and payment for the Capital  Securities  shall (a) not be  prohibited  by any
applicable law or governmental regulation,  (b) not subject the Purchaser or the
Placement Agents to any penalty or, in the reasonable  judgment of the Purchaser
and the  Placement  Agents,  other  onerous  condition  under or pursuant to any
applicable law or governmental regulation,  and (c) be permitted by the laws and
regulations of the jurisdictions to which the Purchaser and the Placement Agents
are subject.

     3.5. Consents and  Permits.  The Company and the Trust shall have  received
          ---------------------
all consents,  permits and other  authorizations,  and made all such filings and
declarations,  as may be required from any person or entity pursuant to any law,
statute,  regulation or rule (federal, state, local and foreign), or pursuant to
any  agreement,  order or decree to which the Company or the Trust is a party or
to which either is subject, in connection with the transactions  contemplated by
this Agreement.

     3.6. Sale of Purchaser Securities. The Purchaser shall have sold securities
          ----------------------------
issued by the  Purchaser  in an amount  such that the net  proceeds of such sale
shall be (i)  available on the Closing Date and (ii) in an amount  sufficient to
purchase the Capital Securities and all other capital securities contemplated in
agreements similar to this Agreement and the Subscription Agreement.

     3.7. Information.  Prior to or on the Closing Date, the Offerors shall have
          -----------
furnished  to the  Placement  Agents  such  further  information,  certificates,
opinions and documents  addressed to the  Purchaser  and the  Placement  Agents,
which  the  Placement  Agents  may  reasonably   request,   including,   without
limitation,  a complete set of the Operative Documents or any other documents or
certificates  required  by this  Section  3;  and all  proceedings  taken by the


                                       4
<PAGE>

Offerors  in  connection  with  the  issuance,  offer  and  sale of the  Capital
Securities as herein  contemplated shall be reasonably  satisfactory in form and
substance to the Placement Agents.

     If any condition  specified in this Section 3 shall not have been fulfilled
when  and  as  required  in  this  Agreement,  or if  any  of  the  opinions  or
certificates  mentioned  above  or  elsewhere  in this  Agreement  shall  not be
reasonably  satisfactory  in form and  substance to the Placement  Agents,  this
Agreement may be terminated by the Placement Agents by notice to the Offerors at
any time at or prior to the Closing Date.  Notice of such  termination  shall be
given to the  Offerors in writing or by  telephone  or  facsimile  confirmed  in
writing.

Section 4.        Conditions  to  the Offerors'  Obligations. The obligations of
                  ------------------------------------------
the Offerors to sell the Capital  Securities to the Purchaser and consummate the
transactions contemplated by this Agreement shall be subject to the accuracy, at
and  as of the  Closing  Date,  of the  representations  and  warranties  of the
Placement  Agents  contained  in this  Agreement  and to the  following  further
conditions:

     4.1. Executed  Agreement.  The  Offerors  shall  have  received  from   the
          -------------------
Placement Agents an executed copy of this Agreement.

     4.2. Fulfillment  of Other  Obligations.  The  Placement  Agents shall have
          ----------------------------------
fulfilled  all of their other  obligations  and duties  required to be fulfilled
under this Agreement prior to or at the Closing.

Section 5.        Representations  and Warranties of the Offerors.  The Offerors
                  -----------------------------------------------
jointly and  severally  represent  and warrant to the  Placement  Agents and the
Purchaser as of the date hereof and as of the Closing Date as follows:

     5.1. Securities Law Matters.

          (a) Neither the Company nor the Trust,  nor any of their  "Affiliates"
(as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation
D")), nor any person acting on any of their behalf has,  directly or indirectly,
made offers or sales of any security,  or solicited  offers to buy any security,
under  circumstances  that would require the  registration of any of the Capital
Securities,  the  Guarantee  and the  Debentures  or any other  securities to be
issued or which may be issued by the Purchaser (collectively,  the "Securities")
under the Securities Act.

          (b) Neither the  Company nor the Trust,  nor any of their  Affiliates,
nor any person  acting on its or their  behalf has (i) other than the  Placement
Agents,  offered for sale or solicited  offers to purchase the Securities,  (ii)
engaged or will engage,  in any "directed selling efforts" within the meaning of
Regulation  S under the  Securities  Act  ("Regulation  S") with  respect to the
Securities,  or (iii) engaged in any form of offering,  general  solicitation or
general  advertising (within the meaning of Regulation D) in connection with any
offer or sale of any of the Securities.

          (c)  The  Securities  satisfy  the  eligibility  requirements  of Rule
144A(d)(3) under the Securities Act.

          (d) Neither the Company nor the Trust is or,  after  giving  effect to
the  offering and sale of the Capital  Securities  and the  consummation  of the
transactions described in this Agreement, neither the Company nor the Trust will
be,  an  "investment  company"  or an  entity  "controlled"  by  an  "investment
company,"  in each case  within the  meaning of Section  3(a) of the  Investment
Company Act of 1940, as amended (the "Investment Company Act") without regard to
Section 3(c) of the Investment Company Act.



                                       5
<PAGE>

          (e) Neither the Company nor the Trust has paid or agreed to pay to any
person  or  entity  (other  than the  Placement  Agents)  any  compensation  for
soliciting another to purchase any of the Securities.

     5.2. Organization,  Standing  and Qualification of the Trust. The Trust has
          -------------------------------------------------------
been duly created and is validly  existing in good standing as a statutory trust
under the Connecticut  Statutory Trust Act (the "Statutory  Trust Act") with the
power and authority to own property and to conduct the business it transacts and
proposes to transact  and to enter into and  perform its  obligations  under the
Operative  Documents.  The Trust is duly  qualified  to  transact  business as a
foreign  entity  and is in good  standing  in each  jurisdiction  in which  such
qualification is necessary, except where the failure to so qualify or be in good
standing would not have a material adverse effect on the Trust. The Trust is not
a party  to or  otherwise  bound  by any  agreement  other  than  the  Operative
Documents.  The Trust is and will,  under current law, be classified for federal
income tax purposes as a grantor  trust and not as an  association  taxable as a
corporation.

     5.3. Trust  Agreement.  The Trust Agreement has been duly authorized by the
          ----------------
Company and, on the Closing Date,  will have been duly executed and delivered by
the  Company  and  the   Administrators   of  the  Trust,   and,   assuming  due
authorization,  execution and delivery by the Institutional  Trustee,  will be a
valid and binding obligation of the Company and such Administrators, enforceable
against them in accordance with its terms, subject to (a) applicable bankruptcy,
insolvency, moratorium, receivership, reorganization, liquidation and other laws
relating to or affecting creditors' rights generally, and (b) general principles
of equity  (regardless  of whether  considered  and applied in a  proceeding  in
equity or at law) ("Bankruptcy and Equity").  Each of the  Administrators of the
Trust is an employee or a director of the Company or of a financial  institution
subsidiary of the Company and has been duly authorized by the Company to execute
and deliver the Trust Agreement.

     5.4. Guarantee  Agreement and the Indenture.  Each of the Guarantee and the
          --------------------------------------
Indenture has been duly  authorized by the Company and, on the Closing Date will
have  been duly  executed  and  delivered  by the  Company,  and,  assuming  due
authorization,  execution and delivery by the Guarantee Trustee,  in the case of
the Guarantee, and by the Indenture Trustee, in the case of the Indenture,  will
be a valid and  binding  obligation  of the  Company  enforceable  against it in
accordance with its terms, subject to Bankruptcy and Equity.

     5.5. Capital Securities and Common  Securities.  The Capital Securities and
          -----------------------------------------
the Common Securities have been duly authorized by the Trust Agreement and, when
issued  and  delivered  against  payment  therefor  on the  Closing  Date to the
Purchaser,  in the case of the Capital  Securities,  and to the Company,  in the
case of the Common  Securities,  will be validly issued and represent  undivided
beneficial  interests in the assets of the Trust. None of the Capital Securities
or the Common  Securities is subject to preemptive or other similar  rights.  On
the Closing Date, all of the issued and  outstanding  Common  Securities will be
directly owned by the Company free and clear of any pledge,  security  interest,
claim, lien or other encumbrance.

     5.6. Debentures.  The  Debentures  have been duly authorized by the Company
          ----------
and, at the Closing  Date,  will have been duly  executed  and  delivered to the
Indenture Trustee for authentication in accordance with the Indenture, and, when
authenticated in the manner provided for in the Indenture and delivered  against
payment therefor by the Trust, will constitute valid and binding  obligations of
the Company  entitled to the benefits of the Indenture  enforceable  against the
Company in accordance with their terms, subject to Bankruptcy and Equity.

     5.7. Power and Authority. This Agreement has been duly authorized, executed
          -------------------
and delivered by the Company and the Trust and constitutes the valid and binding
obligation of the Company and the Trust, enforceable against the Company and the

                                       6
<PAGE>

Trust in accordance with its terms, subject to Bankruptcy and Equity.

     5.8. No Defaults.  The Trust is not in violation of the Trust Agreement or,
          -----------
to the knowledge of the  Administrators,  any  provision of the Statutory  Trust
Act. The execution,  delivery and performance by the Company or the Trust of the
Operative  Documents  to  which  it is a  party,  and  the  consummation  of the
transactions  contemplated  herein  or  therein  and  the  use of  the  proceeds
therefrom, will not conflict with or constitute a breach of, or a default under,
or result in the creation or imposition of any lien, charge or other encumbrance
upon any  property or assets of the Trust,  the Company or any of the  Company's
subsidiaries  pursuant to any contract,  indenture,  mortgage,  loan  agreement,
note,  lease or other  instrument to which the Trust,  the Company or any of its
subsidiaries  is a party or by which it or any of them may be bound, or to which
any of the property or assets of any of them is subject,  except for a conflict,
breach,  default,  lien,  charge or  encumbrance  which could not  reasonably be
expected to have a Material  Adverse  Effect nor will such action  result in any
violation  of the Trust  Agreement  or the  Statutory  Trust Act or require  the
consent, approval, authorization or order of any court or governmental agency or
body. As used herein,  the term "Material  Adverse Effect" means any effect that
is material and adverse to the Offeror's  ability to consummate the transactions
contemplated herein or in the Operative Documents or any effect that is material
and  adverse to the  condition  (financial  or  otherwise),  earnings,  affairs,
business, prospects or results of operations of the Company and its subsidiaries
taken as whole, whether or not occurring in the ordinary course of business.

     5.9. Organization,  Standing and Qualification of the Company. The Company
          ---------------------------------------------------------
has been duly  incorporated  and is validly  existing as a  corporation  in good
standing  under the laws of  Florida,  with all  requisite  corporate  power and
authority  to own its  properties  and conduct the  business  it  transacts  and
proposes to transact,  and is duly qualified to transact business and is in good
standing as a foreign  corporation in each jurisdiction  where the nature of its
activities requires such qualification,  except where the failure of the Company
to be so  qualified  would  not,  singly or in the  aggregate,  have a  Material
Adverse Effect.

     5.10.  Subsidiaries  of the  Company.  Each  of the  Company's  significant
            -----------------------------
subsidiaries (as defined in Section 1-02 of Regulation S-X to the Securities Act
(the  "Significant  Subsidiaries"))  is listed in Exhibit C attached  hereto and
incorporated herein by this reference. Each Significant Subsidiary has been duly
organized  and is validly  existing and in good  standing  under the laws of the
jurisdiction in which it is chartered or organized, with all requisite power and
authority  to own its  properties  and conduct the  business  it  transacts  and
proposes to transact,  and is duly qualified to transact business and is in good
standing  as a foreign  entity  in each  jurisdiction  where  the  nature of its
activities  requires  such  qualification,  except where the failure of any such
Significant  Subsidiaries  to  be so  qualified  would  not,  singly  or in  the
aggregate, have a Material Adverse Effect.

     5.11.  Permits.  The Company and each of its Significant  Subsidiaries have
            -------
all requisite power and authority, and all necessary authorizations,  approvals,
orders,   licenses,   certificates   and  permits  of  and  from  regulatory  or
governmental  officials,  bodies and tribunals, to own or lease their respective
properties and to conduct their  respective  businesses as now being  conducted,
except  such  authorizations,  approvals,  orders,  licenses,  certificates  and
permits which, if not obtained and maintained, would not have a Material Adverse
Effect,  and neither the Company  nor any of the  Significant  Subsidiaries  has
received any notice of proceedings relating to the revocation or modification of
any such authorizations,  approvals,  orders, licenses,  certificates or permits
which, singly or in the aggregate,  if the failure to be so licensed or approved
is the  subject of an  unfavorable  decision,  ruling or  finding,  would have a
Material Adverse Effect; and the Company and its Significant Subsidiaries are in
compliance with all applicable laws, rules, regulations and orders and consents,
the violation of which would have a Material Adverse Effect.


                                       7
<PAGE>

     5.12.  Conflicts,   Authorizations  and  Approvals.  Except  as  previously
            -------------------------------------------
disclosed to the Placement Agents in writing, neither the Company nor any of the
Significant Subsidiaries is in violation of its respective charter or by-laws or
similar organizational  documents or in default in the performance or observance
of any obligation,  agreement,  covenant or condition contained in any contract,
indenture,   mortgage,  loan  agreement,  note,  lease  or  other  agreement  or
instrument to which either the Company or any of the Significant Subsidiaries is
a party,  or by  which  it or any of them  may be  bound or to which  any of the
property  or assets of the  Company or any of the  Significant  Subsidiaries  is
subject,  the effect of which  violation or default in performance or observance
would have a Material Adverse Effect.

     5.13. Holding Company  Registration and Deposit  Insurance.  The Company is
           ----------------------------------------------------
duly registered (i) as a bank holding company or financial holding company under
the Bank Holding  Company Act of 1956, as amended,  and the  regulations  of the
Board of Governors of the Federal  Reserve  System or (ii) as a savings and loan
holding  company  under the Home Owners' Loan Act of 1933,  as amended,  and the
regulations of the Office of Thrift Supervision, and the deposit accounts of the
Company's subsidiary depository  institutions are insured by the Federal Deposit
Insurance  Corporation  ("FDIC") to the fullest extent  permitted by law and the
rules and  regulations of the FDIC, and no  proceedings  for the  termination of
such insurance are pending or threatened.

     5.14. Financial Statements.
           --------------------
           (a) The  consolidated  balance  sheets of the  Company and all of its
subsidiaries  as of  December  31,  2000  and  December  31,  1999  and  related
consolidated income statements and statements of changes in shareholders' equity
for the 3 years ended December 31, 2000 together with the notes thereto, and the
consolidated  balance  sheets of the Company and all of its  subsidiaries  as of
June 30, 2001 and the related  consolidated  income statements and statements of
changes in shareholders'  equity for the 6 months then ended,  copies of each of
which have been  provided to the  Placement  Agents  (together,  the  "Financial
Statements"),   have  been  prepared  in  accordance  with  generally   accepted
accounting  principles applied on a consistent basis (except as may be disclosed
therein) and fairly present in all material respects the financial  position and
the results of operations and changes in shareholders' equity of the Company and
all of its subsidiaries as of the dates and for the periods indicated  (subject,
in the case of  interim  financial  statements,  to  normal  recurring  year-end
adjustments,  none of which  shall be  material).  The books and  records of the
Company and all of its subsidiaries have been, and are being,  maintained in all
material respect in accordance with generally accepted accounting principles and
any other applicable  legal and accounting  requirements and reflect only actual
transactions.

           (b) The information  previously  provided to the Placement  Agents in
the  Company's  report on FRY-9C  dated  June 30,  2001  (the  "FRY-9C")  fairly
presents in all material respects the financial  position of the Company and all
of its subsidiaries.

           (c) Since the  respective  dates of the Financial  Statements and the
FRY-9C, there has been no material adverse change or development with respect to
the financial  condition or earnings of the Company and all of its subsidiaries,
taken as a whole.

           (d) The  accountants  of the  Company  who  certified  the  Financial
Statements  are   independent   public   accountants  of  the  Company  and  its
subsidiaries  within  the  meaning  of the  Securities  Act  and the  rules  and
regulations thereunder.

     5.15. Regulatory Enforcement Matters. Except as previously disclosed to the
           ------------------------------
Placement Agents in writing,  neither the Company nor any of its subsidiaries is
subject or is party to, or has  received  any notice or advice  that any of them
may  become  subject  or party  to,  any  investigation  with  respect  to,  any
cease-and-desist   order,   agreement,   consent   agreement,    memorandum   of
understanding or other regulatory  enforcement action,  proceeding or order with
or by, or is a party to any commitment  letter or similar  undertaking to, or is


                                       8
<PAGE>

subject to any  directive  by, or has been since January 1, 1999, a recipient of
any  supervisory  letter from, or since  January 1, 1999,  has adopted any board
resolutions  at the request of, any  Regulatory  Agency (as defined  below) that
currently  restricts  in any material  respect the conduct of their  business or
that in any material  manner  relates to their  capital  adequacy,  their credit
policies,  their management or their business (each, a "Regulatory  Agreement"),
nor has the Company or any of its  subsidiaries  been advised  since  January 1,
1999, by any Regulatory Agency that it is considering  issuing or requesting any
such Regulatory Agreement. There is no material unresolved violation,  criticism
or  exception by any  Regulatory  Agency with respect to any report or statement
relating to any examinations of the Company or any of its subsidiaries.  As used
herein,  the term "Regulatory  Agency" means any federal or state agency charged
with the supervision or regulation of depository  institutions,  bank, financial
or savings and loan holding companies, or engaged in the insurance of depository
institution deposits, or any court, administrative agency or commission or other
governmental  agency,   authority  or  instrumentality   having  supervisory  or
regulatory  authority  with  respect to the  Company  or any of its  Significant
Subsidiaries.

     5.16. No Material Change.  Except as previously  disclosed to the Placement
           ------------------
Agents in writing,  since December 31, 2000,  there has been no material adverse
change or  development  with respect to the condition  (financial or otherwise),
earnings, affairs, business,  prospects or results of operations of the Offerors
on a consolidated basis.

     5.17.  No  Undisclosed  Liabilities.  Neither  the  Company  nor any of its
            ----------------------------
subsidiaries  has any  material  liability,  whether  known or unknown,  whether
asserted or  unasserted,  whether  absolute or  contingent,  whether  accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become due,
including  any  liability  for  taxes  (and  there is no past or  present  fact,
situation,  circumstance,  condition  or other  basis for any  present or future
action, suit, proceeding,  hearing, charge,  complaint,  claim or demand against
the Company or its subsidiaries  giving rise to any such liability),  except (i)
for liabilities set forth in the Financial  Statements,  (ii) normal fluctuation
in the amount of the  liabilities  referred to in clause (i) above  occurring in
the ordinary course of business of the Company and all of its subsidiaries since
the date of the most recent balance sheet included in the Financial  Statements,
and (iii) as may be specifically disclosed in writing to the Placement Agents.

     5.18. Litigation. Except as previously disclosed to the Placement Agents in
           ----------
writing, no charge, investigation,  action, suit or proceeding is pending or, to
the knowledge of the Offerors,  threatened, against or affecting the Offerors or
any of their  respective  properties  before or by any courts or any regulatory,
administrative  or governmental  official,  commission,  board,  agency or other
authority or body, or any arbitrator, wherein an unfavorable decision, ruling or
finding could have a Material Adverse Effect.

     5.19.  Deferral of  Interest  Payments  on  Debentures.  The Company has no
            -----------------------------------------------
present  intention to exercise  its option to defer  payments of interest on the
Debentures  as  provided  in  the  Indenture.  The  Company  believes  that  the
likelihood that it would exercise its right to defer payments of interest on the
Debentures as provided in the Indenture at any time during which the  Debentures
are outstanding is remote because of the  restrictions  that would be imposed on
the  Company's  ability to declare or pay dividends or  distributions  on, or to
redeem, purchase,  acquire or make a liquidation payment with respect to, any of
the Company's capital stock and on the Company's ability to make any payments of
principal,  interest or premium on, or repay,  repurchase or redeem,  any of its
debt securities that rank pari passu in all respects with, or junior in interest
to, the Debentures.

Section 6.        Representations and Warranties of the Placement  Agents.  Each
                  -------------------------------------------------------
Placement Agent represents and warrants to the Offerors as to itself (but not as
to the other Placement Agent) as follows:



                                       9
<PAGE>

     6.1. Organization, Standing and Qualification.
          ----------------------------------------

          (a) First  Tennessee  Capital Markets is a division of First Tennessee
Bank, N.A., a national banking association duly organized,  validly existing and
in good  standing  under the laws of the  United  States,  with  full  power and
authority to own,  lease and operate its  properties and conduct its business as
currently being conducted.  First Tennessee Capital Markets is duly qualified to
transact business as a foreign corporation and is in good standing in each other
jurisdiction  in which it owns or leases property or conducts its business so as
to require  such  qualification  and in which the  failure to so qualify  would,
individually  or in  the  aggregate,  have  a  material  adverse  effect  on the
condition (financial or otherwise),  earnings, business, prospects or results of
operations of First Tennessee Capital Markets.

          (b) Keefe,  Bruyette & Woods,  Inc. is a corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of New York,
with full power and  authority  to own,  lease and  operate its  properties  and
conduct its business as currently being conducted. Keefe, Bruyette & Woods, Inc.
is duly qualified to transact  business as a foreign  corporation and is in good
standing  in each  other  jurisdiction  in which it owns or leases  property  or
conducts  its  business  so as to require  such  qualification  and in which the
failure to so qualify would,  individually or in the aggregate,  have a material
adverse effect on the condition  (financial or otherwise),  earnings,  business,
prospects or results of operations of Keefe, Bruyette & Woods, Inc.

     6.2. Power and Authority.  The Placement  Agent has all requisite power and
          -------------------
authority to enter into this  Agreement,  and this  Agreement  has been duly and
validly   authorized,   executed  and  delivered  by  the  Placement  Agent  and
constitutes  the legal,  valid and binding  agreement  of the  Placement  Agent,
enforceable against the Placement Agent in accordance with its terms, subject to
Bankruptcy  and  Equity  and  except  as  any  indemnification  or  contribution
provisions thereof may be limited under applicable securities laws.

     6.3. General Solicitation. In the case of the offer and sale of the Capital
          --------------------
Securities,  no form of general  solicitation or general advertising was used by
the  Placement  Agent or its  representatives  including,  but not  limited  to,
advertisements,  articles,  notices  or other  communications  published  in any
newspaper,  magazine or similar medium or broadcast over  television or radio or
any  seminar  or  meeting  whose  attendees  have been  invited  by any  general
solicitation  or  general  advertising.  Neither  the  Placement  Agent  nor its
representatives  have engaged or will engage in any "directed  selling  efforts"
within the meaning of Regulation S with respect to the Capital Securities.

     6.4. Purchaser.  The Placement Agent has made such reasonable inquiry as is
          ---------
necessary to determine  that the Purchaser is acquiring  the Capital  Securities
for its own  account,  that the  Purchaser  does not  intend to  distribute  the
Capital  Securities  in  contravention  of  the  Securities  Act  or  any  other
applicable  securities  laws,  and that the Purchaser is not a "U.S.  person" as
that term is defined under Rule 902 of the Securities Act.

     6.5. Qualified Purchasers.  The Placement Agent has not offered or sold and
          --------------------
will not arrange for the offer or sale of the Capital  Securities  except (i) in
an offshore  transaction  complying  with Rule 903 of  Regulation  S, or (ii) to
those the Placement Agent  reasonably  believes are  "accredited  investors" (as
defined in Rule 501 of Regulation D), or (iii) in any other manner that does not
require  registration  of the Capital  Securities  under the Securities  Act. In
connection  with  each such  sale,  the  Placement  Agent has taken or will take
reasonable  steps to ensure  that (a) the  Purchaser  is aware that such sale is
being made in reliance on an exemption  under the  Securities Act and (b) future
transfers are subject to certain restrictions.

     6.6.  Offering   Circulars.   Neither   the   Placement   Agent   nor   its
           --------------------
representatives  will include any non-public  information about the Company, the
Trust or any of their  affiliates  in any  registration  statement,  prospectus,


                                       10
<PAGE>

offering  circular or private  placement  memorandum used in connection with any
purchase of Capital  Securities  without the prior written  consent of the Trust
and the Company.

Section 7.        Covenants of  the Offerors.  The  Offerors covenant  and agree
                  --------------------------
with the Placement Agents and the Purchaser as follows:

     7.1. Compliance with Representations and Warranties. During the period from
          ----------------------------------------------
the date of this  Agreement to the Closing  Date,  the Offerors  shall use their
best  efforts  and take all  action  necessary  or  appropriate  to cause  their
representations  and  warranties  contained in Section 5 hereof to be true as of
the Closing Date, after giving effect to the  transactions  contemplated by this
Agreement, as if made on and as of the Closing Date.

     7.2. Sale and Registration of Securities. The Offerors and their Affiliates
          -----------------------------------
shall not nor shall any of them permit any person  acting on their behalf (other
than the Placement  Agents),  to directly or indirectly (i) sell, offer for sale
or solicit  offers to buy or otherwise  negotiate in respect of any security (as
defined in the Securities  Act) that would or could be integrated  with the sale
of the Capital  Securities in a manner that would require the registration under
the Securities Act of the Capital Securities, the Debentures or the Guarantee or
(ii) make  offers or sales of any such  security,  or solicit  offers to buy any
such security, under circumstances that would require the registration of any of
such securities under the Securities Act.

     7.3. Use of Proceeds. The Trust shall use the proceeds from the sale of the
          ---------------
Capital Securities to purchase the Debentures from the Company.

     7.4.  Investment  Company.  The  Offerors  shall not engage,  or permit any
           -------------------
subsidiary to engage,  in any activity which would cause it or any subsidiary to
be an "investment company" under the provisions of the Investment Company Act.

     7.5.  Reimbursement  of  Expenses.  If the sale of the  Capital  Securities
           ---------------------------
provided  for  herein is not  consummated  because  any  condition  set forth in
Section 3 hereof is not  satisfied,  or because  of any  refusal,  inability  or
failure on the part of the Company or the Trust to perform any agreement  herein
or comply  with any  provision  hereof  other  than by reason of a breach by the
Placement  Agents,  the Company shall reimburse the Placement Agents upon demand
for all of their pro rata share of out-of-pocket  expenses (including reasonable
fees and  disbursements  of counsel) in an amount not to exceed  $50,000.00 that
shall have been  incurred by them in connection  with the proposed  purchase and
sale of the Capital Securities. Notwithstanding the foregoing, the Company shall
have no obligation to reimburse  the  Placement  Agents for their  out-of-pocket
expenses  if the sale of the  Capital  Securities  fails to  occur  because  the
condition  set forth in Section 3.6 is not  satisfied  or because  either of the
Placement Agents fails to fulfill a condition set forth in Section 4.

     7.6. Directed Selling Efforts,  Solicitation and Advertising. In connection
          -------------------------------------------------------
with any offer or sale of any of the  Securities,  the  Offerors  shall not, nor
shall  either of them  permit any of their  Affiliates  or any person  acting on
their behalf to, (i) engage in any "directed selling efforts" within the meaning
of Regulation S, or (ii) engage in any form of general  solicitation  or general
advertising (as defined in Regulation D).

     7.7.  Compliance with Rule 144A(d)(4)  under the Securities Act. So long as
           ---------------------------------------------------------
any of the Securities are outstanding and are "restricted securities" within the
meaning of Rule 144(a)(3)  under the Securities  Act, the Offerors will,  during
any period in which they are not subject to and in compliance with Section 13 or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
or the Offerors are not exempt from such reporting  requirements pursuant to and
in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each holder
of such restricted  securities and to each prospective  purchaser (as designated


                                       11
<PAGE>

by such holder) of such restricted  securities,  upon the request of such holder
or  prospective  purchaser  in  connection  with  any  proposed  transfer,   any
information required to be provided by Rule 144A(d)(4) under the Securities Act,
if  applicable.  This covenant is intended to be for the benefit of the holders,
and the prospective  purchasers designated by such holders, from time to time of
such restricted securities. The information provided by the Offerors pursuant to
this Section 7.7 will not, at the date thereof,  contain any untrue statement of
a  material  fact or omit to  state  any  material  fact  necessary  to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

     7.8. Quarterly  Reports.  Within  50 days of the end of each  calendar year
          ------------------
quarter and within 100 days of the end of each  calendar  year during  which the
Debentures are issued and outstanding,  the Offerors shall submit to The Bank of
New York a completed  quarterly report in the form attached hereto as Exhibit D.
                                                                      ---------
The Offerors  acknowledge and agree that The Bank of New York and its successors
and assigns is a third party beneficiary of this Section 7.8

Section 8.        Covenants  of  the  Placement  Agents.  The  Placement  Agents
                  -------------------------------------
covenant  and agree with the Offerors  that,  during the period from the date of
this  Agreement to the Closing Date,  the Placement  Agents shall use their best
efforts  and  take  all  action   necessary  or   appropriate   to  cause  their
representations  and warranties  contained in Section 6 to be true as of Closing
Date, after giving effect to the transactions contemplated by this Agreement, as
if made on and as of the Closing Date. The Placement Agents further covenant and
agree  not to  engage  in  hedging  transactions  with  respect  to the  Capital
Securities  unless  such  transactions  are  conducted  in  compliance  with the
Securities Act.

Section 9.        Indemnification.
                  ---------------

     9.1. Indemnification  Obligation.  The Offerors shall jointly and severally
          ---------------------------
indemnify and hold  harmless the Placement  Agents and the Purchaser and each of
their respective agents, employees,  officers and directors and each person that
controls either of the Placement  Agents or the Purchaser  within the meaning of
Section 15 of the  Securities Act or Section 20 of the Exchange Act, and agents,
employees,  officers and directors or any such  controlling  person of either of
the  Placement  Agents  or  the  Purchaser  (each  such  person  or  entity,  an
"Indemnified  Party")  from and  against any and all  losses,  claims,  damages,
judgments,  liabilities or expenses, joint or several, to which such Indemnified
Party may become  subject  under the  Securities  Act, the Exchange Act or other
federal or state  statutory  law or  regulation,  or at common law or  otherwise
(including in settlement of any litigation,  if such settlement is effected with
the written consent of the Offerors),  insofar as such losses, claims,  damages,
judgments, liabilities or expenses (or actions in respect thereof) arise out of,
or are based upon, or relate to, in whole or in part,  (a) any untrue  statement
or alleged  untrue  statement of a material  fact  contained in any  information
(whether  written or oral) or documents  executed in favor of, furnished or made
available to the Placement  Agents or the Purchaser by the Offerors,  or (b) any
omission or alleged  omission to state in any  information  (whether  written or
oral) or  documents  executed in favor of,  furnished  or made  available to the
Placement Agents or the Purchaser by the Offerors a material fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
shall reimburse each Indemnified  Party for any legal and other expenses as such
expenses are reasonably  incurred by such  Indemnified  Party in connection with
investigating, defending, settling, compromising or paying any such loss, claim,
damage, judgments,  liability,  expense or action described in this Section 9.1.
In addition to their other obligations under this Section 9, the Offerors hereby
agree that,  as an interim  measure  during the  pendency of any claim,  action,
investigation,  inquiry or other  proceeding  arising out of, or based upon,  or
related to the matters described above in this Section 9.1, they shall reimburse
each  Indemnified  Party on a quarterly basis for all reasonable  legal or other
expenses incurred in connection with  investigating or defending any such claim,
action, investigation, inquiry or other proceeding,  notwithstanding the absence
of a  judicial  determination  as to the  propriety  and  enforceability  of the
possibility  that such  payments  might later be held to have been improper by a


                                       12
<PAGE>


court  of  competent   jurisdiction.   To  the  extent  that  any  such  interim
reimbursement  payment is so held to have been improper,  each Indemnified Party
shall  promptly  return such amounts to the  Offerors  together  with  interest,
determined on the basis of the prime rate (or other commercial  lending rate for
borrowers of the highest credit  standing)  announced from time to time by First
Tennessee Bank, N.A. (the "Prime Rate"). Any such interim reimbursement payments
which are not made to an  Indemnified  Party  within  30 days of a  request  for
reimbursement,  shall  bear  interest  at the  Prime  Rate from the date of such
request.

     9.2. Conduct of Indemnification  Proceedings.  Promptly after receipt by an
          ---------------------------------------
Indemnified  Party  under this  Section 9 of notice of the  commencement  of any
action,  such  Indemnified  Party shall,  if a claim in respect thereof is to be
made against the  Offerors  under this Section 9, notify the Offerors in writing
of the  commencement  thereof;  but,  subject to Section 9.4, the omission to so
notify the  Offerors  shall not  relieve  them from any  liability  pursuant  to
Section 9.1 which the Offerors may have to any  Indemnified  Party unless and to
the extent that the  Offerors  did not  otherwise  learn of such action and such
failure by the  Indemnified  Party results in the  forfeiture by the Offerors of
substantial rights and defenses.  In case any such action is brought against any
Indemnified  Party and such Indemnified Party seeks or intends to seek indemnity
from the Offerors, the Offerors shall be entitled to participate in, and, to the
extent that they may wish, to assume the defense thereof with counsel reasonably
satisfactory to such Indemnified Party; provided,  however, if the defendants in
                                        --------   -------
any such action  include  both the  Indemnified  Party and the  Offerors and the
Indemnified  Party shall have reasonably  concluded that there may be a conflict
between the  positions of the Offerors and the  Indemnified  Party in conducting
the defense of any such action or that there may be legal defenses  available to
it and/or other  Indemnified  Parties which are different  from or additional to
those available to the Offerors,  the Indemnified  Party shall have the right to
select  separate  counsel  to  assume  such  legal  defenses  and  to  otherwise
participate in the defense of such action on behalf of such  Indemnified  Party.
Upon  receipt of notice  from the  Offerors to such  Indemnified  Party of their
election to so assume the defense of such action and approval by the Indemnified
Party of counsel,  the Offerors  shall not be liable to such  Indemnified  Party
under this Section 9 for any legal or other  expenses  subsequently  incurred by
such  Indemnified  Party in connection  with the defense  thereof unless (i) the
Indemnified  Party  shall have  employed  such  counsel in  connection  with the
assumption  of legal  defenses in  accordance  with the proviso in the preceding
sentence (it being  understood,  however,  that the Offerors shall not be liable
for the expenses of more than one separate counsel  representing the Indemnified
Parties who are parties to such  action),  or (ii) the  Offerors  shall not have
employed counsel  reasonably  satisfactory to the Indemnified Party to represent
the  Indemnified  Party within a reasonable time after notice of commencement of
the  action,  in each of which  cases the fees and  expenses  of counsel of such
Indemnified Party shall be at the expense of the Offerors.

     9.3. Contribution. If the indemnification provided for in this Section 9 is
          ------------
required  by its  terms,  but is for any  reason  held to be  unavailable  to or
otherwise  insufficient to hold harmless an Indemnified  Party under Section 9.1
in respect of any losses, claims,  damages,  liabilities or expenses referred to
herein or therein,  then the  Offerors  shall  contribute  to the amount paid or
payable by such Indemnified  Party as a result of any losses,  claims,  damages,
judgments,  liabilities or expenses referred to herein (i) in such proportion as
is appropriate to reflect the relative benefits received by the Offerors, on the
one hand, and the  Indemnified  Party,  on the other hand,  from the offering of
such Capital Securities,  or (ii) if the allocation provided by clause (i) above
is not permitted by applicable  law, in such  proportion  as is  appropriate  to
reflect not only the relative  benefits referred to in clause (i) above but also
the relative fault of the Offerors,  on the one hand, and the Placement  Agents,
on  the  other  hand,  in  connection   with  the  statements  or  omissions  or
inaccuracies  in the  representations  and  warranties  herein or other breaches
which  resulted in such  losses,  claims,  damages,  judgments,  liabilities  or
expenses, as well as any other relevant equitable considerations. The respective
relative benefits  received by the Offerors,  on the one hand, and the Placement
Agents, on the other hand, shall be deemed to be in the same proportion,  in the
case of the  Offerors,  as the total price paid to the  Offerors for the Capital
Securities sold by the Offerors to the Purchaser (net of the  compensation  paid


                                       13
<PAGE>

to the Placement Agents hereunder,  but before deducting  expenses),  and in the
case of the Placement Agents, as the compensation received by them, bears to the
total of such amounts paid to the Offerors and received by the Placement  Agents
as  compensation.  The relative  fault of the Offerors and the Placement  Agents
shall be  determined  by reference  to, among other  things,  whether the untrue
statement  or alleged  untrue  statement  of a material  fact or the omission or
alleged omission of a material fact or the inaccurate or the alleged  inaccurate
representation  and/or warranty relates to information  supplied by the Offerors
or the Placement Agents and the parties' relative intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
The provisions  set forth in Section 9.2 with respect to notice of  commencement
of any action shall apply if a claim for contribution is made under this Section
9.3; provided, however, that no additional notice shall be required with respect
to any action for which notice has been given under  Section 9.2 for purposes of
indemnification.  The Offerors and the Placement  Agents agree that it would not
be just  and  equitable  if  contribution  pursuant  to this  Section  9.3  were
determined by pro rata allocation or by any other method of allocation that does
not take  account of the  equitable  considerations  referred to in this Section
9.3.  The amount  paid or payable by an  Indemnified  Party,  as a result of the
losses, claims, damages, judgments,  liabilities or expenses referred to in this
Section 9.3 shall be deemed to  include,  subject to the  limitations  set forth
above,  any legal or other  expenses  reasonably  incurred  by such  Indemnified
Party, in connection with  investigating  or defending any such action or claim.
In no event shall the liability of the Placement  Agents hereunder be greater in
amount  than the  dollar  amount  of the  compensation  (net of  payment  of all
expenses)  received  by the  Placement  Agents  upon  the  sale  of the  Capital
Securities giving rise to such obligation.  No person found guilty of fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be entitled to  contribution  from any person who was not found  guilty of
such fraudulent misrepresentation.

     9.4.  Additional  Remedies.  The  indemnity  and  contribution   agreements
           --------------------
contained in this Section 9 are in addition to any  liability  that the Offerors
may otherwise have to any Indemnified Party.

     9.5.  Additional  Indemnification.  The Company  shall  indemnify  and hold
           ---------------------------
harmless  the Trust  against  all loss,  liability,  claim,  damage and  expense
whatsoever, as due from the Trust under Sections 9.1 through 9.4 hereof.

Section 10.       Rights and Responsibilities of Placement Agents.
                  -----------------------------------------------

     10.1.  Reliance.  In  performing  their  duties under this  Agreement,  the
            --------
Placement Agents shall be entitled to rely upon any notice, signature or writing
which  they  shall in good  faith  believe  to be  genuine  and to be  signed or
presented by a proper party or parties.  The Placement  Agents may rely upon any
opinions or certificates  or other documents  delivered by the Offerors or their
counsel or designees to either the Placement Agents or the Purchaser.

     10.2.  Rights of Placement  Agents.  In connection  with the performance of
            ---------------------------
their duties under this Agreement,  the Placement Agents shall not be liable for
any error of  judgment  or any action  taken or  omitted to be taken  unless the
Placement  Agents were  grossly  negligent or engaged in willful  misconduct  in
connection  with such  performance  or  non-performance.  No  provision  of this
Agreement  shall require the Placement  Agents to expend or risk their own funds
or  otherwise  incur any  financial  liability  on behalf  of the  Purchaser  in
connection with the performance of any of their duties hereunder.  The Placement
Agents  shall be under no  obligation  to  exercise  any of the rights or powers
vested in them by this Agreement.

Section 11.       Miscellaneous.
                  -------------

     11.1. Notices. Prior to the Closing, and thereafter with respect to matters
           -------
pertaining to this Agreement only, all notices and other communications provided
for  or  permitted   hereunder  shall  be  made  in  writing  by  hand-delivery,


                                       14
<PAGE>

first-class mail, telex,  telecopier or overnight air courier  guaranteeing next
day delivery:

     if to the Placement Agents, to:

                                First Tennessee Capital Markets
                                845 Crossover Lane, Suite 150
                                Memphis, Tennessee  38117
                                Telecopier:  901-435-4706
                                Telephone:  800-456-5460
                                Attention:  James D. Wingett

                                        and

                                Keefe, Bruyette & Woods, Inc.
                                787 7th Avenue
                                4th Floor
                                New York, New York  10019
                                Telecopier:  212-403-2000
                                Telephone:  212-403-1004
                                Attention:  Mitchell Kleinman, General Counsel


     with a copy to:

                                Lewis, Rice & Fingersh, L.C.
                                500 North Broadway, Suite 2000
                                St. Louis, Missouri  63102
                                Telecopier:  314-241-6056
                                Telephone:  314-444-7600
                                Attention:  Thomas C. Erb, Esq.

                                        and

                                Sidley Austin Brown & Wood LLP
                                875 Third Avenue
                                New York, New York  10022
                                Telecopier:  212-906-2021
                                Telephone:  212-906-2575
                                Attention:  Renwick Martin, Esq.

     if to the Offerors, to:

                                Florida Banks, Inc.
                                5210 Belfort Road, Suite 310
                                Jacksonville, Florida  32256
                                Telecopier:  904-296-2820
                                Telephone:  904-332-7772
                                Attention:  Ed Stinson



                                       15
<PAGE>

     with a copy to:

                                Akerman, Senterfitt & Eidson, P.A.
                                SunTrust International Center
                                One Southeast Third Avenue, 28th Floor
                                Miami, Florida  33131-1714
                                Telecopier:  305-374-5095
                                Telephone:  305-374-5600
                                Attention:  Martin T. Schrier

     All such notices and communications shall be deemed to have been duly given
(i) at the time delivered by hand, if personally  delivered,  (ii) five business
days after being deposited in the mail, postage prepaid,  if mailed,  (iii) when
answered back, if telexed, (iv) the next business day after being telecopied, or
(v) the next  business  day  after  timely  delivery  to a  courier,  if sent by
overnight  air  courier  guaranteeing  next day  delivery.  From and  after  the
Closing,  the  foregoing  notice  provisions  shall be  superseded by any notice
provisions of the Operative Documents under which notice is given. The Placement
Agents, the Company,  and their respective counsel,  may change their respective
notice  addresses  from time to time by written  notice to all of the  foregoing
persons.

     11.2. Parties in Interest,  Successors and Assigns. Except as expressly set
           --------------------------------------------
forth  herein,  this  Agreement is made solely for the benefit of the  Placement
Agents,  the Purchaser and the Offerors and any person controlling the Placement
Agents,  the  Purchaser  or the  Offerors and their  respective  successors  and
assigns;  and no other person shall acquire or have any right under or by virtue
of this  Agreement.  This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties.

     11.3. Counterparts. This Agreement may be executed by the parties hereto in
           ------------
separate  counterparts,  each of which when so executed shall be deemed to be an
original  and all of which  taken  together  shall  constitute  one and the same
agreement.

     11.4.  Headings.  The headings in this  Agreement  are for  convenience  of
            --------
reference only and shall not limit or otherwise affect the meaning hereof.

     11.5.  Governing Law. THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
            -------------
ACCORDANCE  WITH THE INTERNAL LAWS (AND NOT THE LAWS  PERTAINING TO CONFLICTS OF
LAWS) OF THE STATE OF NEW YORK.

     11.6. Entire Agreement.  This Agreement,  together with the other Operative
           ----------------
Documents and the other documents  delivered in connection with the transactions
contemplated by this Agreement, is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive  statement of the
agreement  and  understanding  of the  parties  hereto in respect of the subject
matter  contained  herein  and  therein.  There are no  restrictions,  promises,
warranties or undertakings, other than those set forth or referred to herein and
therein. This Agreement, together with the other Operative Documents, supersedes
all prior agreements and understandings between the parties with respect to such
subject matter.

     11.7.  Severability.  In the event  that any one or more of the  provisions
            ------------
contained  herein,  or the  application  thereof in any  circumstances,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected, it
being intended that all of the Placement Agents' and the Purchaser's  rights and
privileges shall be enforceable to the fullest extent permitted by law.



                                       16
<PAGE>

     11.8. Survival. The Placement Agents and the Offerors,  respectively, agree
           --------
that the representations, warranties and agreements made by each of them in this
Agreement and in any certificate or other instrument  delivered  pursuant hereto
shall  remain in full force and effect and shall  survive the  delivery  of, and
payment for, the Capital Securities.

                       signatures appear on the next page




















                                       17
<PAGE>


     If this Agreement is satisfactory to you, please so indicate by signing the
acceptance  of this  Agreement  and deliver  such  counterpart  to the  Offerors
whereupon this Agreement will become binding  between us in accordance  with its
terms.

                                                 Very truly yours,

                                                 FLORIDA BANKS, INC.


                                                 By: _______________________
                                                 Name: _____________________
                                                 Title: ____________________


                                                 FLORIDA BANKS STATUTORY TRUST I


                                                 By: _______________________
                                                 Name: _____________________
                                                 Title:  Administrator



CONFIRMED AND ACCEPTED,
as of the date first set forth above


FIRST TENNESSEE CAPITAL MARKETS,
a division of First Tennessee Bank, N.A.,
as a Placement Agent


By: _________________________
Name: _______________________
Title: ______________________


KEEFE, BRUYETTE & WOODS, INC.
a New York corporation, as a Placement Agent


By: _________________________
Name: _______________________
Title: ______________________



                                       18
<PAGE>

                                    EXHIBIT A
                                    ---------

                         FORM OF SUBSCRIPTION AGREEMENT
                         ------------------------------

                         FLORIDA BANKS STATUTORY TRUST I
                               FLORIDA BANKS, INC.


                             SUBSCRIPTION AGREEMENT

                                December 18, 2001

     THIS  SUBSCRIPTION  AGREEMENT (this  "Agreement")  made among Florida Banks
Statutory Trust I (the "Trust"), a statutory trust created under the Connecticut
Statutory  Trust  Act  (Chapter  615  of  Title  34 of the  Connecticut  General
Statutes,  Section 500, et seq.),  Florida Banks,  Inc., a Florida  corporation,
with  its  principal   offices   located  at  5210  Belfort  Road,   Suite  310,
Jacksonville, Florida 32256 (the "Company" and, collectively with the Trust, the
"Offerors"), and Preferred Term Securities IV, Ltd. (the "Purchaser"). RECITALS:

     A. The Trust desires to issue 6,000 of its Floating Rate Capital Securities
(the "Capital  Securities"),  liquidation amount $1,000.00 per Capital Security,
representing  an undivided  beneficial  interest in the assets of the Trust (the
"Offering"),  to be issued  pursuant to an Amended and Restated  Declaration  of
Trust (the "Declaration") by and among the Company,  State Street Bank and Trust
Company   of   Connecticut,   National   Association   ("State   Street"),   the
administrators  named  therein,  and the  holders (as  defined  therein),  which
Capital  Securities  are  to be  guaranteed  by  the  Company  with  respect  to
distributions and payments upon liquidation,  redemption and otherwise  pursuant
to the terms of a Guarantee  Agreement  between the Company and State Street, as
trustee (the "Guarantee"); and

     B. The proceeds  from the sale of the Capital  Securities  will be combined
with the  proceeds  from the sale by the  Trust  to the  Company  of its  common
securities,  and will be used by the Trust to purchase an  equivalent  amount of
Floating Rate Junior Subordinated  Deferrable Interest Debentures of the Company
(the  "Debentures")  to be issued by the Company  pursuant to an indenture to be
executed by the Company and State Street, as trustee (the "Indenture"); and

     C. In  consideration  of the  premises and the mutual  representations  and
covenants hereinafter set forth, the parties hereto agree as follows:

                                   ARTICLE I

                     PURCHASE AND SALE OF CAPITAL SECURITIES

     1.1.  Upon the  execution of this  Subscription  Agreement,  the  Purchaser
hereby  agrees to purchase  from the Trust 6,000  Capital  Securities at a price
equal to $1,000.00  per Capital  Security (the  "Purchase  Price") and the Trust
agrees to sell such Capital Securities to the Purchaser for said Purchase Price.
The  rights  and  preferences  of the  Capital  Securities  are set forth in the
Declaration.  The Purchase  Price is payable in immediately  available  funds on
December  18,  2001,  or such other  business  day as may be  designated  by the
Purchaser,  but in no event later than December 31, 2001 (the  "Closing  Date").

                                      A-1
<PAGE>

The Offerors  shall provide the Purchaser  wire transfer  instructions  no later
than 1 day following the date hereof.

     1.2. The certificate for the Capital  Securities  shall be delivered by the
Trust on the Closing Date to the Purchaser or its designee.

     1.3.  The  Placement  Agreement,  dated  December  4, 2001 (the  "Placement
Agreement"),  among the Offerors and the  Placement  Agents  identified  therein
includes  certain  representations  and warranties,  covenants and conditions to
closing  and  certain  other  matters  governing  the  Offering.  The  Placement
Agreement  is hereby  incorporated  by  reference  into this  Agreement  and the
Purchaser shall be entitled to each of the benefits of the Placement  Agents and
the Purchaser under the Placement Agreement and shall be entitled to enforce the
obligations of the Offerors  under such  Placement  Agreement as fully as if the
Purchaser were a party to such Placement Agreement.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     2.1. The Purchaser  understands and  acknowledges  that neither the Capital
Securities,  the  Debentures nor the Guarantee  have been  registered  under the
Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  or any  other
applicable  securities  law,  are  being  offered  for  sale  by  the  Trust  in
transactions not requiring registration under the Securities Act, and may not be
offered,  sold,  pledged or otherwise  transferred  by the  Purchaser  except in
compliance with the registration requirements of the Securities Act or any other
applicable  securities  laws,  pursuant  to  an  exemption  therefrom  or  in  a
transaction not subject thereto.

     2.2. The Purchaser represents,  warrants and certifies that (i) it is not a
"U.S. person" as such term is defined in Rule 902 under the Securities Act, (ii)
it is not  acquiring  the Capital  Securities  for the account or benefit of any
such  U.S.  person,  (iii)  the  offer  and sale of  Capital  Securities  to the
Purchaser  constitutes  an  "offshore  transaction"  under  Regulation  S of the
Securities Act, and (iv) it will not engage in hedging  transactions with regard
to the Capital  Securities  unless such transactions are conducted in compliance
with the  Securities  Act and the  Purchaser  agrees to the legends and transfer
restrictions set forth on the Capital Securities certificate.

     2.3. The  Purchaser  represents  and  warrants  that it is  purchasing  the
Capital Securities for its own account, for investment,  and not with a view to,
or for offer or sale in connection with, any  distribution  thereof in violation
of the  Securities  Act or other  applicable  securities  laws,  subject  to any
requirement  of law that the  disposition of its property be at all times within
its  control  and  subject to its  ability  to resell  such  Capital  Securities
pursuant to an effective  registration  statement  under the  Securities  Act or
under Rule 144A or any other  exemption from  registration  available  under the
Securities Act or any other applicable Securities law.

     2.4.  The  Purchaser  represents  and  warrants  that it has full power and
authority to execute and deliver this Agreement, to make the representations and
warranties  specified  herein,  and to consummate the transactions  contemplated
herein and it has full right and power to subscribe for Capital  Securities  and
perform its obligations pursuant to this Agreement.


                                      A-2
<PAGE>

     2.5. The  Purchaser,  a Cayman  Islands  Company  whose  business  includes
issuance of certain notes and acquiring the Capital Securities and other similar
securities, represents and warrants that it has such knowledge and experience in
financial and business  matters that it is capable of evaluating  the merits and
risks of purchasing the Capital  Securities and is aware that it may be required
to bear the economic risk of an investment in the Capital Securities.

     2.6.  The  Purchaser  represents  and  warrants  that no  filing  with,  or
authorization, approval, consent, license, order, registration, qualification or
decree of, any governmental  body, agency or court having  jurisdiction over the
Purchaser,  other than those that have been made or  obtained,  is  necessary or
required for the  performance  by the  Purchaser of its  obligations  under this
Subscription Agreement or to consummate the transactions contemplated herein.

     2.7. The Purchaser represents and warrants that this Subscription Agreement
has been duly authorized, executed and delivered by the Purchaser.

     2.8. The Purchaser represents and warrants that (i) the Purchaser is not in
violation or default of any term of its Memorandum of Association or Articles of
Association, of any provision of any mortgage,  indenture,  contract, agreement,
instrument  or contract to which it is a party or by which it is bound or of any
judgment,  decree,  order,  writ or,  to its  knowledge,  any  statute,  rule or
regulation  applicable to the Purchaser  which would prevent the Purchaser  from
performing any material obligation set forth in this Subscription Agreement; and
(ii) the  execution,  delivery  and  performance  of and  compliance  with  this
Subscription  Agreement,  and the consummation of the transactions  contemplated
herein,  will not,  with or  without  the  passage  of time or giving of notice,
result in any such  material  violation,  or be in conflict with or constitute a
default  under  any  such  term,  or  the  suspension,  revocation,  impairment,
forfeiture or  non-renewal  of any permit,  license,  authorization  or approval
applicable to the Purchaser,  its business or operations or any of its assets or
properties  which would  prevent the  Purchaser  from  performing  any  material
obligations set forth in this Subscription Agreement.

     2.9.  The  Purchaser  represents  and  warrants  that the  Purchaser  is an
exempted company with limited liability duly incorporated,  validly existing and
in good standing under the laws of the jurisdiction where it is organized,  with
full power and  authority  to perform its  obligations  under this  Subscription
Agreement.

     2.10. The Purchaser understands and acknowledges that the Company will rely
upon the truth and accuracy of the foregoing  acknowledgments,  representations,
warranties  and  agreements  and  agrees  that,  if any of the  acknowledgments,
representations,  warranties or agreements deemed to have been made by it by its
purchase of the Capital  Securities  are no longer  accurate,  it shall promptly
notify the Company.

     2.11. The Purchaser understands that no public market exists for any of the
Capital Securities, and that it is unlikely that a public market will ever exist
for the Capital Securities.



                                      A-3
<PAGE>

                                   ARTICLE III

                                  MISCELLANEOUS

     3.1.  Any notice or other  communication  given  hereunder  shall be deemed
sufficient  if in writing  and sent by  registered  or  certified  mail,  return
receipt  requested,  international  courier or delivered by hand against written
receipt therefor,  or by facsimile  transmission and confirmed by telephone,  to
the following addresses,  or such other address as may be furnished to the other
parties as herein provided:

                 To the Offerors:      Florida Banks, Inc.
                                       5210 Belfort Road, Suite 310
                                       Jacksonville, Florida  32256
                                       Fax:  904-296-2820

                 To the Purchaser:     Preferred Term Securities IV, Ltd.
                                       c/o QSPV, Limited
                                       P.O. Box 1093 GT
                                       Queensgate House
                                       South Church Street
                                       George Town, Grand Cayman
                                       Grand Cayman Islands, British West Indies
                                       Attention:  The Directors
                                       Fax:  345-945-7100

          Unless otherwise expressly provided herein, notices shall be deemed to
have been  given on the date of  mailing,  except  notice of change of  address,
which shall be deemed to have been given when received.

     3.2. This Agreement  shall not be changed,  modified or amended except by a
writing  signed by the  parties to be  charged,  and this  Agreement  may not be
discharged  except by performance  in accordance  with its terms or by a writing
signed by the party to be charged.

     3.3. Upon the execution  and delivery of this  Agreement by the  Purchaser,
this Agreement  shall become a binding  obligation of the Purchaser with respect
to the purchase of Capital Securities as herein provided.

     3.4.  NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY
OF THE  PARTIES  HERETO,  THE  PARTIES  EXPRESSLY  AGREE  THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     3.5. The parties  agree to execute and deliver all such further  documents,
agreements  and  instruments  and take such other and  further  action as may be
necessary or appropriate to carry out the purposes and intent of this Agreement.

     3.6.  This  Agreement may be executed in one or more  counterparts  each of
which shall be deemed an original,  but all of which shall  together  constitute
one and the same instrument.

                                      A-4
<PAGE>




                       Signatures appear on the next page




























                                      A-5
<PAGE>


     IN  WITNESS  WHEREOF,  I have set my hand the day and  year  first  written
above.



PREFERRED TERM SECURITIES IV, LTD.


By: ___________________________
Print Name: ___________________
Title: ________________________

     IN WITNESS WHEREOF,  this Subscription  Agreement is agreed to and accepted
as of the day and year first written above.


                                                 FLORIDA BANKS, INC.


                                                 By: ___________________________

                                                 Name: _________________________

                                                 Title: ________________________



                                                 FLORIDA BANKS STATUTORY TRUST I


                                                 By: ___________________________

                                                 Name: _________________________

                                                 Title:  Administrator


                                      A-6
<PAGE>


                                   EXHIBIT B-1
                                   -----------

                         FORM OF COMPANY COUNSEL OPINION
                         -------------------------------

                                December 18, 2001

Preferred Term Securities IV, Ltd.               First Tennessee Capital Markets
P. O. Box 1093 GT                                845 Crossover Lane, Suite 150
Queensgate House                                 Memphis, Tennessee  38117
South Church Street
George Town, Grand Cayman                        Keefe, Bruyette & Woods, Inc.
Grand Cayman Islands                             787 7th Avenue
British West Indies                              4th Floor
                                                 New York, New York  10019

Ladies and Gentlemen:

     We have acted as counsel to Florida Banks, Inc. (the "Company"),  a Florida
corporation in connection with a certain Placement Agreement,  dated December 4,
2001,  (the  "Placement  Agreement"),  between the  Company  and  Florida  Banks
Statutory  Trust I (the  "Trust"),  on one  hand,  and First  Tennessee  Capital
Markets and Keefe, Bruyette & Woods, Inc. (the "Placement Agents"), on the other
hand.  Pursuant  to the  Placement  Agreement,  and  subject  to the  terms  and
conditions  stated  therein,  the Trust  will issue and sell to  Preferred  Term
Securities IV, Ltd. (the "Purchaser"),  $6,000,000 aggregate principal amount of
Floating  Rate Capital  Securities  (liquidation  amount  $1,000.00  per capital
security) (the "Capital Securities").

     Capitalized terms used herein and not otherwise defined shall have the same
meaning ascribed to them in the Placement Agreement.

     The law covered by the opinions  expressed  herein is limited to the law of
the United States of America and of the State of Florida.

     We have made such investigations of law as, in our judgment, were necessary
to render  the  following  opinions.  We have also  reviewed  (a) the  Company's
Articles of Incorporation, as amended, and its By-Laws, as amended; and (b) such
corporate  documents,  records,  information and certificates of the Company and
its subsidiaries, certificates of public officials or government authorities and
other  documents as we have deemed  necessary or  appropriate as a basis for the
opinions hereinafter expressed. As to certain facts material to our opinions, we
have  relied,   with  your   permission,   upon   statements,   certificates  or
representations,  including  those  delivered  or made in  connection  with  the
above-referenced  transaction,  of  officers  and other  representatives  of the
Company and its subsidiaries and the Trust.

     Based upon and subject to the foregoing and the further  qualifications set
forth below, we are of the opinion as of the date hereof that:



                                     B-1-1
<PAGE>

         1.      The  Company has been duly incorporated and is validly existing
under the laws of the State of Florida and is duly  registered as a bank holding
company  under the Bank Holding  Company Act of 1956, as amended or as a savings
and loan holding  company  under the Home Owners' Loan Act of 1933,  as amended.
Each of the Significant Subsidiaries is duly organized,  validly existing and in
good standing under the laws of its  jurisdiction of  organization.  Each of the
Company and the Significant  Subsidiaries has full corporate power and authority
to own or lease its  properties  and to conduct its business as such business is
currently conducted in all material respects. To the best of our knowledge,  all
outstanding  shares of capital stock of the Significant  Subsidiaries  have been
duly authorized and validly issued, and are fully paid and nonassessable  except
to the extent such shares may be deemed assessable under 12 U.S.C. Section 1831o
or 12 U.S.C. Section 55.

         2.      The issuance, sale and delivery of the Debentures in accordance
with the terms and  conditions  of the  Placement  Agreement  and the  Operative
Documents  has been duly  authorized  by all  necessary  actions of the Company.
Other than for outstanding stock options and warrants issued by the Company with
respect to shares of common stock of the  Company,  there are no  preemptive  or
other  rights to  subscribe  for or to purchase  any shares of capital  stock or
equity securities of the Company or the Significant Subsidiaries pursuant to the
corporate  Articles  of  Incorporation  or Charter,  By-Laws or other  governing
documents of the Company or the Significant Subsidiaries, or, to the best of our
knowledge,  any  agreement or other  instrument  to which either  Company or the
Subsidiaries is a party or by which the Company or the Significant  Subsidiaries
may be bound.

         3.      The Company has all requisite corporate power to enter into and
perform its  obligations  under the  Placement  Agreement  and the  Subscription
Agreement,  and the Placement Agreement and the Subscription Agreement have been
duly  and  validly  authorized,  executed  and  delivered  by  the  Company  and
constitute the legal, valid and binding  obligations of the Company  enforceable
in accordance with their terms, except as the enforcement thereof may be limited
by general  principles  of equity  and by  bankruptcy  or other  laws  affecting
creditors' rights generally,  and except as the indemnification and contribution
provisions thereof may be limited under applicable laws and certain remedies may
not be available in the case of a non-material breach.

         4.      Each of the  Indenture,  the Trust  Agreement and the Guarantee
Agreement has been duly authorized,  executed and delivered by the Company,  and
is a  valid  and  legally  binding  obligation  of the  Company  enforceable  in
accordance  with its terms,  subject to the  effect of  bankruptcy,  insolvency,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies of creditors generally and of general principles of equity.

         5.      The   Debentures  have  been   duly  authorized,  executed  and
delivered by the Company,  are entitled to the benefits of the Indenture and are
legal,  valid and binding  obligations  of the Company  enforceable  against the
Company in  accordance  with their terms,  subject to the effect of  bankruptcy,
insolvency,  reorganization,  receivership,  moratorium and other laws affecting
the rights and  remedies of creditors  generally  and of general  principles  of
equity.

         6.      Neither  the  Company, the Trust, nor any other subsidiaries of
the  Company is in breach or  violation  of, or default  under,  with or without
notice or lapse of time or both,  its  Articles  of  Incorporation  or  Charter,

                                     B-1-2
<PAGE>

By-Laws or other governing documents  (including without  limitation,  the Trust
Agreement).  The execution,  delivery and performance of the Placement Agreement
and  the  Operative   Documents  and  the   consummation  of  the   transactions
contemplated by the Placement  Agreement and the Operative  Documents do not and
will not conflict  with,  result in the creation or  imposition  of any material
lien, claim,  charge,  encumbrance or restriction upon any property or assets of
the Company or its subsidiaries  pursuant to, or constitute a material breach or
violation of, or constitute a material default under,  with or without notice or
lapse  of time or  both,  any of the  terms,  provisions  or  conditions  of the
Articles of  Incorporation or Charter,  By-Laws or other governing  documents of
the Company or its subsidiaries,  or to the best of our knowledge,  any material
contract,  indenture,  mortgage, deed of trust, loan or credit agreement,  note,
lease,  franchise,  license or any other  agreement or  instrument  to which the
Company or its  subsidiaries  is a party or by which any of them or any of their
respective  properties may be bound or any order, decree,  judgment,  franchise,
license,  permit, rule or regulation of any court,  arbitrator,  government,  or
governmental agency or instrumentality,  domestic or foreign, known to us having
jurisdiction  over the Company or its  subsidiaries  or any of their  respective
properties  which, in each case, is material to the Company and its subsidiaries
on a consolidated basis.

         7.      Except for filings, registrations or qualifications that may be
required by applicable securities laws, no authorization,  approval,  consent or
order of, or filing,  registration or qualification with, any person (including,
without limitation, any court, governmental body or authority) is required under
the  laws  of  the  State  of  Florida  in  connection  with  the   transactions
contemplated  by  the  Placement   Agreement  and  the  Operative  Documents  in
connection with the offer and sale of the Capital  Securities as contemplated by
the Placement Agreement and the Operative Documents.

         8.      To the best of our knowledge (i) no action,  suit or proceeding
at law or in equity is  pending  or  threatened  to which  the  Offerors  or its
subsidiaries  is or may be a party,  and (ii) no action,  suit or  proceeding is
pending or threatened  against or affecting the Offerors or its  subsidiaries or
any of  their  properties,  before  or by any  court or  governmental  official,
commission,  board or other  administrative  agency,  authority or body,  or any
arbitrator,  wherein an unfavorable decision, ruling or finding could reasonably
be  expected  to have a  material  adverse  effect  on the  consummation  of the
transactions contemplated by the Placement Agreement and the Operative Documents
or the issuance and sale of the Capital  Securities as  contemplated  therein or
the condition (financial or otherwise),  earnings, affairs, business, or results
of operations of the Offerors and its subsidiaries on a consolidated basis.

         9.      It is not  necessary in  connection with the offering, sale and
delivery of the Capital  Securities,  the Debentures and the Guarantee Agreement
(or the  Guarantee)  to register the same under the  Securities  Act of 1933, as
amended, under the circumstances contemplated in the Placement Agreement and the
Subscription Agreement.

         10.     Neither the Company nor the Trust is or after giving  effect to
the  offering and sale of the Capital  Securities  and the  consummation  of the
transactions  described  in the  Placement  Agreement  will be,  an  "investment
company" or an entity  "controlled"  by an  "investment  company,"  in each case


                                     B-1-3
<PAGE>

within the meaning of the Investment Company Act of 1940, as amended.

     The opinion expressed in the first two sentences of numbered paragraph 1 of
this Opinion Letter is based solely upon certain  certificates and confirmations
issued by the applicable  governmental officer or authority with respect to each
of the Company and the Subsidiaries.

     With  respect to the  foregoing  opinions,  since no member of this firm is
actively  engaged in the  practice  of law in the States of  Connecticut  or New
York,  we do not express any opinions as to the laws of such states and have (i)
relied, with your approval, upon the opinion of Bingham Dana LLP with respect to
matters of  Connecticut  law and (ii)  assumed,  with your  approval and without
rendering any opinion to such effect, that the laws of the State of New York are
substantively  identical to the laws of the State of Florida,  without regard to
conflict of law provisions.

     This  opinion is rendered to you solely  pursuant to Section  3.1(a) of the
Placement  Agreement.  As such, it may be relied upon by you only and may not be
used or relied upon by any other person for any purpose  whatsoever  without our
prior written consent.

                                             Very truly yours,











                                     B-1-4
<PAGE>

                                   EXHIBIT B-2
                                   -----------

                       FORM OF CONNECTICUT COUNSEL OPINION
                       -----------------------------------

TO THE PARTIES LISTED
ON SCHEDULE I HERETO

Ladies and Gentlemen:

     We have acted as special counsel in the State of Connecticut  (the "State")
for Florida Banks Statutory Trust I (the "Trust"), a Connecticut statutory trust
formed  pursuant to the Amended and  Restated  Declaration  of Trust (the "Trust
Agreement")  dated as of the date hereof,  among Florida Banks,  Inc., a Florida
corporation (the "Sponsor"), State Street Bank and Trust Company of Connecticut,
National  Association,  a national banking association ("State Street"),  in its
capacity as Institutional Trustee (the "Institutional  Trustee"), and Charles E.
Hughes,  Jr.  and  T.  Edwin  Stinson,  Jr.,  each,  an  individual,  (each,  an
"Administrator") in connection with the issuance by the Trust to the Holders (as
defined  in  the  Trust  Agreement)  of its  capital  securities  (the  "Capital
Securities")  pursuant to the Placement  Agreement  dated as of December 4, 2001
(the  "Placement  Agreement"),  the  issuance by the Trust to the Sponsor of its
Common  Securities,  pursuant to the Trust  Agreement and the acquisition by the
Trust from the Sponsor of Debentures,  issued pursuant to the Indenture dated as
of the date hereof (the "Indenture").

     The Institutional Trustee has requested that we deliver this opinion to you
in accordance with Section 3.1(b) of the Placement Agreement.  Capitalized terms
not otherwise defined herein shall have the meanings specified in, or defined by
reference in or set forth in the Operative Documents (as defined below).

     Our representation of the Trust has been as special counsel for the limited
purposes stated above. As to all matters of fact (including factual  conclusions
and characterizations  and descriptions of purpose,  intention or other state of
mind),   we  have  relied,   with  your   permission,   entirely  upon  (i)  the
representations  and  warranties  of the  parties  set  forth  in the  Operative
Documents  and (ii)  certificates  delivered  to us by the  management  of State
Street, and have assumed, with your permission, without independent inquiry, the
accuracy of those representations, warranties and certificates.

     We have  examined  the  following  documents to which the Trust is a party,
each of which is dated the date hereof, unless otherwise noted:

                      (i)     the Trust Agreement;

                      (ii)    the Placement Agreement;

                      (iii)   the Subscription Agreement;

                      (iv)    the Certificate of Common Securities;

                      (v)     the Certificate of Capital Securities;

                      (vi)    the Guarantee Agreement;

                      (vii)   the Certificate of Trust; and



                                      B-2-1
<PAGE>

                      (viii)  a  Certificate  of  Legal  Existence for the Trust
                              obtained from the Secretary  of State of the State
                              of   Connecticut  dated   November  8,  2001  (the
                              "Certificate of Legal Existence").

     The  documents  referenced  in  subparagraphs  (i) through  (vii) above are
hereinafter referred to collectively as the "Operative Documents."

     We  have  also  examined  originals,  or  copies,  certified  or  otherwise
identified to our  satisfaction,  of such other corporate and public records and
agreements,  instruments,  certificates  and other  documents  as we have deemed
necessary  or  appropriate  for the  purposes of  rendering  this  opinion.  For
purposes of our opinion rendered in paragraph 1 below, with respect to the legal
existence of the Trust,  our opinion relies  entirely upon and is limited by the
Certificate of Legal Existence, which is attached hereto as Exhibit A.

     We have assumed,  with your  permission,  the genuineness of all signatures
(other than those on behalf of State Street,  the Guarantee  Trustee,  Indenture
Trustee,  Institutional  Trustee and the Trust), the conformity of the originals
of all documents  reviewed by us as copies, the authenticity and completeness of
all  original  documents  reviewed  by us in original or copy form and the legal
competence  of  each  individual   executing  any  document  (other  than  those
individuals  executing  documents  on  behalf  of State  Street,  the  Guarantee
Trustee, Indenture Trustee, Institutional Trustee and the Trust).

     When an opinion set forth below is given to the best of our  knowledge,  or
to our  knowledge,  or with  reference to matters of which we are aware or which
are known to use, or with another similar qualification,  the relevant knowledge
or awareness is limited to the actual  knowledge or awareness of the  individual
lawyers in the firm who have  participated  directly  and  substantively  in the
specific  transactions  to which this opinion relates and without any special or
additional  investigation  undertaken for the purposes of this opinion except as
indicated herein.

     For the purposes of this opinion we have made such examination of law as we
have deemed  necessary.  The opinions  expressed below are limited solely to the
internal  substantive  laws of the State (as  applied  by courts  located in the
State without  regard to choice of law) and we express no opinion as to the laws
of any other  jurisdiction.  To the  extent to which  this  opinion  deals  with
matters  governed by or relating to the laws of any other state or jurisdiction,
we have assumed, with your permission, that the Operative Documents are governed
by the internal substantive laws of the State.

     We  express no opinion  as to (i) the  effect of  suretyship  defenses,  or
defenses  in  the  nature  thereof,  with  respect  to  the  obligations  of any
applicable  guarantor,  joint obligor,  surety,  accommodation  party,  or other
secondary  obligor or any  provisions  of the Trust  Agreement  with  respect to
indemnification  or  contribution  and (ii) the accuracy or  completeness of any
exhibits or schedules to the Operative Documents.  No opinion is given herein as
to the  choice  of law or  internal  substantive  rules of law that any court or
other  tribunal  may apply to the  transactions  contemplated  by the  Operative
Documents.  No opinion is expressed  herein as to the  application  or effect of
federal  securities laws or as to the securities or so-called "Blue Sky" laws of
Connecticut or of any other state or other jurisdiction.

     Our opinion,  with your  permission,  is further  subject to the  following
exceptions, qualifications and assumptions:

                  (a) We have assumed without any independent investigation that
         (i) each party to the Operative Documents, other than State Street, the
         Guarantee  Trustee,  Indenture Trustee,  Institutional  Trustee and the
         Trust,  as  applicable,  at all  times  relevant  thereto,  is  validly
         existing and in good  standing  under the laws of the  jurisdiction  in


                                     B-2-2
<PAGE>

         which it is  organized,  and is  qualified  to do business  and in good
         standing under the laws of each jurisdiction  where such  qualification
         is required  generally  or necessary in order for such party to enforce
         its  rights  under  such  Operative  Documents,  (ii) each party to the
         Operative  Documents,  at all times relevant  thereto,  had and has the
         full  power,  authority  and  legal  right  under  its  certificate  of
         incorporation,  partnership  agreement,  by-laws,  and other  governing
         organizational documents, and the applicable corporate, partnership, or
         other enterprise legislation and other applicable laws, as the case may
         be (other than State Street, the Guarantee Trustee,  Indenture Trustee,
         Institutional Trustee or the Trust) to execute,  deliver and to perform
         its obligations under, the Operative Documents, and (iii) each party to
         the Operative Documents other than State Street, the Guarantee Trustee,
         Indenture Trustee, Institutional Trustee or the Trust has duly executed
         and delivered each of such  agreements and instruments to which it is a
         party  and that the  execution  and  delivery  of such  agreements  and
         instruments and the  transactions  contemplated  thereby have been duly
         authorized by proper corporate or other  organizational  proceedings as
         to each such party.

                  (b) We have assumed without any independent  investigation (i)
         that the Institutional Trustee, the Sponsor and the Administrators have
         received the agreed to and stated  consideration  for the incurrence of
         the obligations  applicable to it under the Trust Agreement and each of
         the  other  Operative  Documents,  (ii)  that  each  of  the  Operative
         Documents  (other  than the Trust  Agreement)  is a valid,  binding and
         enforceable  obligation  of each  party  thereto  other than the Trust,
         State Street and the Institutional Trustee, as applicable; and, for the
         purposes of this opinion letter, we herein also assume that each of the
         Operative  Documents  (other than the Trust  Agreement)  constitutes  a
         valid,  binding  and  enforceable   obligation  of  State  Street,  the
         Guarantee  Trustee  and the  Indenture  Trustee,  as  applicable  under
         Connecticut and federal law (as to which such matters we are delivering
         to you a separate  opinion letter on this date, which is subject to the
         assumptions, qualifications and limitations set forth therein).

                  (c) The  enforcement of any  obligations of State Street,  the
         Sponsor  and  the  Administrators,   as  applicable,  under  the  Trust
         Agreement and the  obligations  of the Trust under the other  Operative
         Documents  may be  limited  by the  receivership,  conservatorship  and
         supervisory  powers  of  depository   institution  regulatory  agencies
         generally,  as  well  as  by  bankruptcy,  insolvency,  reorganization,
         moratorium,  marshaling  or other laws and rules of law  affecting  the
         enforcement generally of creditors' rights and remedies (including such
         as may deny  giving  effect  to  waivers  of  debtors'  or  guarantors'
         rights);  and  we  express  no  opinion  as to  the  status  under  any
         fraudulent  conveyance  laws or fraudulent  transfer laws of any of the
         obligations of State Street,  the Sponsor,  the  Administrators  or the
         Trust under any of the Operative Documents.

                  (d) We  express no  opinion  as to the  enforceability  of any
         particular  provision  of the Trust  Agreement  or the other  Operative
         Documents relating to remedies after default.

                  (e) We express no opinion as the  availability of any specific
         or equitable relief of any kind.



                                     B-2-3
<PAGE>

                  (f) The  enforcement of any rights may in all cases be subject
         to an  implied  duty of good  faith  and fair  dealing  and to  general
         principles  of equity  (regardless  of whether such  enforceability  is
         considered in a proceeding at law or in equity).

                  (g) We  express no  opinion  as to the  enforceability  of any
         particular  provision of any of the Operative Documents relating to (i)
         waivers of rights to object to  jurisdiction  or venue,  or consents to
         jurisdiction  or venue,  (ii)  waivers  of rights  to (or  methods  of)
         service  of  process,  or rights to trial by jury,  or other  rights or
         benefits  bestowed by operation of law, (iii) waivers of any applicable
         defenses,  setoffs,  recoupments,  or  counterclaims,  (iv)  waivers or
         variations of  provisions  which are not capable of waiver or variation
         under Sections  1-102(3),  9-501(3) or other  provisions of the Uniform
         Commercial  Code  ("UCC")  of the  State,  (v) the  grant of  powers of
         attorney to any person or entity,  or (vi)  exculpation  or exoneration
         clauses, indemnity clauses, and clauses relating to releases or waivers
         of unmatured claims or rights.

                  (h)  We  express  no  opinion  as  to  the  effect  of  events
         occurring,  circumstances arising, or changes of law becoming effective
         or  occurring,  after the date hereof on the matters  addressed in this
         opinion  letter,  and we assume  no  responsibility  to  inform  you of
         additional or changed facts,  or changes in law, of which we may become
         aware.

                  (i) We express no opinion as to any requirement that any party
         to  the   Operative   Documents  (or  any  other  persons  or  entities
         purportedly entitled to the benefits thereof) qualify or register to do
         business in any  jurisdiction in order to be able to enforce its rights
         thereunder or obtain the benefits thereof.

         Based  upon  the   foregoing  and  subject  to  the   limitations   and
qualifications set forth herein, we are of the opinion that:

         1.  The  Trust  has been  duly  formed  and is  validly  existing  as a
statutory trust under the Connecticut  Statutory Trust Act, Chapter 615 of Title
34 of the Connecticut General Statutes, Section 500, et seq. (the "Act").
                                                     -- ---
         2. The Trust  Agreement  constitutes a valid and binding  obligation of
State Street and the Institutional  Trustee enforceable against State Street and
the Institutional Trustee in accordance with the terms thereof.

         3. The Trust  Agreement  constitutes a valid and binding  obligation of
the  Sponsor  and the  Administrators,  enforceable  against the Sponsor and the
Administrators in accordance with its terms.

         4. The Trust has the requisite trust power and authority to (a) execute
and deliver, and to perform its obligations under, the Operative Documents,  and
(b) perform its obligations under such Operative Documents.

         5.  Each of the  Operative  Documents  to  which  the  Trust is a party
constitutes a valid and binding obligation of the Trust, enforceable against the
Trust in accordance with the terms thereof.


                                     B-2-4
<PAGE>

         6. The Capital  Securities have been duly authorized by the Trust under
the  Trust  Agreement,  and the  Capital  Securities,  when  duly  executed  and
delivered to the Holders in accordance with the Trust  Agreement,  the Placement
Agreement and the Subscription Agreement, will be validly issued, fully paid and
nonassessable and will evidence undivided  beneficial interests in the assets of
the Trust and will be entitled to the benefits of the Trust Agreement.

         7. The  Common  Securities  have  been  duly  authorized  by the  Trust
Agreement,  and the Common  Securities,  when duly executed and delivered to the
Company in accordance with the Trust Agreement,  the Placement Agreement and the
Subscription Agreement and delivered and paid for in accordance therewith,  will
be validly issued,  fully paid and  nonassessable  (subject to Section 9.1(b) of
the Trust  Agreement  which  provides that the Holders of Common  Securities are
liable  for debts and  obligations  of the Trust to the  extent  such  debts and
obligations  are not  satisfied  out of the Trust's  assets)  and will  evidence
undivided  beneficial  interests in the assets of the Trust and will be entitled
to the benefits of the Trust Agreement.

         8. Neither the  execution,  delivery or performance by the Trust of the
Operative  Documents,   the  consummation  by  the  Trust  of  the  transactions
contemplated  thereby,  nor  compliance  by the Trust  with any of the terms and
provisions  thereof,  (a) violates the Trust  Agreement,  or, to the best of our
knowledge,  contravenes  or will  contravene  any provision of, or constitutes a
default  under,  or results in any breach of, or results in the  creation of any
lien (other than as permitted  under the Operative  Documents)  upon property of
the Trust under,  any  indenture,  mortgage,  chattel  mortgage,  deed of trust,
conditional  sales  contract,  bank loan or credit  agreement,  license or other
agreement or instrument,  in each case known to us, to which it is a party or by
which it is bound or (b) violates any applicable  Connecticut  law governing the
Trust,  or, to the best of our knowledge,  any judgment or order of any court or
other tribunal, in each case known to us, applicable to or binding on it.

         9. No consent,  approval,  order or authorization  of, giving of notice
to, or  registration  with,  or taking of any other  action in  respect  of, any
Connecticut  governmental  authority  regulating  the Trust is required  for the
execution,  delivery,  validity or  performance  of, or the carrying out by, the
Trust of any of the transactions contemplated by the Operative Documents,  other
than any such consent, approval, order, authorization,  registration,  notice or
action as has been duly obtained, given or taken.

         10. The Holders,  as the beneficial holders of the Capital  Securities,
will be  entitled  to the same  limitation  of  personal  liability  extended to
shareholders of domestic corporations organized under the laws of the State.

         11. Under the Trust Agreement,  the issuance of the Capital  Securities
is not subject to preemptive rights.

         12.  Assuming that the Trust will not be taxable as a  corporation  for
federal income tax purposes,  but rather will be classified for such purposes as
a  grantor  trust,  the  Trust  will not be  subject  to any  tax,  fee or other
government  charge under the laws of the State of  Connecticut  or any political
subdivision thereof.


                                     B-2-5
<PAGE>

         This opinion is rendered  solely for the benefit of those  institutions
listed on Schedule I hereto and their  successors and assigns in connection with
the transactions  contemplated by the Operative Documents and may not be used or
relied upon by any other person or for any other purpose.

                                                     Very truly yours,



                                                     BINGHAM DANA LLP




















                                      B-2-6
<PAGE>


                                   SCHEDULE I
                                   ----------


        State Street Bank and Trust Company of Connecticut, National Association

        State Street Bank and Trust Company

        First Tennessee Capital Markets

        Keefe, Bruyette & Woods, Inc.

        Preferred Term Securities IV, Ltd.

        Preferred Term Securities IV, Inc.

        Lewis, Rice & Fingersh, L.C.

        Florida Banks, Inc.

        Akerman, Senterfitt & Eidson, P.A.











                                     B-2-7
<PAGE>


                            EXHIBIT A TO EXHIBIT B-2
                            ------------------------

                         CERTIFICATE OF LEGAL EXISTENCE
                         ------------------------------

                                  See attached
















                                     B-2-8
<PAGE>



                                   EXHIBIT B-3
                                   -----------

                           FORM OF TAX COUNSEL OPINION
                           ---------------------------




Florida Banks, Inc.
5210 Belfort Road, Suite 310
Jacksonville, Florida  32256

Florida Banks Statutory Trust I
c/o Florida Banks, Inc.
5210 Belfort Road, Suite 310
Jacksonville, Florida  32256

First Tennessee Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117

Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York  10019

Ladies and Gentlemen:

     We have acted as special tax counsel to Florida Banks,  Inc. and to Florida
Banks Statutory Trust I in connection with the proposed issuance of (i) Floating
Rate Capital Securities,  liquidation amount $1,000.00 per Capital Security (the
"Capital  Securities") of Florida Banks Statutory Trust I, a statutory  business
trust created under the laws of Connecticut (the "Trust"), pursuant to the terms
of the Amended and Restated  Declaration of Trust dated as of the date hereof by
Florida Banks,  Inc., a Florida  corporation (the "Company"),  State Street Bank
and  Trust  Company  of  Connecticut,  National  Association,  as  institutional
trustee, and Charles E. Hughes, Jr. and T. Edwin Stinson, Jr., as Administrators
(the "Trust Agreement"), (ii) Junior Subordinated Deferrable Interest Debentures
(the "Corresponding  Debentures") of the Company issued pursuant to the terms of
an  Indenture  dated as of the date hereof from the Company to State Street Bank
and  Trust  Company  of  Connecticut,  National  Association,  as  trustee  (the
"Indenture"),  which  Debentures are to be sold by the Company to the Trust, and
(iii) the  Guarantee  Agreement  of the  Company  with  respect  to the  Capital
Securities dated as of the date hereof (the "Guarantee") between the Company and
State Street Bank and Trust Company of  Connecticut,  National  Association,  as
guarantee trustee.  The Capital Securities and the Corresponding  Debentures are
to be issued as contemplated by the Offering Circular (the "Offering  Circular")
dated [_______] prepared by Preferred Term Securities IV, Ltd., an entity formed
under the Companies Law of the Cayman Islands, and Preferred Term Securities IV,
Inc., a Delaware corporation.

     We have examined originals or copies,  certified or otherwise identified to
our  satisfaction,  of documents,  corporate records and other instruments as we
have deemed necessary or appropriate for purposes of this opinion  including (i)
the Offering Circular,  (ii) the Indenture,  (iii) the form of the Corresponding
Debentures  attached as an exhibit to the Indenture,  (iv) the Trust  Agreement,
(v) the Guarantee,  and (vi) the form of Capital Securities Certificate attached
as  an  exhibit  to  the  Trust  Agreement   (collectively   the   "Documents").
Furthermore, we have relied upon certain representations made by the Company and


                                     B-3-1
<PAGE>

upon the opinion of Bingham Dana LLP as to certain  matters of Connecticut  law.
In such examination, we have assumed the authenticity of all documents submitted
to us as  originals,  the  conformity  to original  documents  of all  documents
submitted to us as certified or  photostatic  copies,  the  authenticity  of the
originals of such latter  documents,  the  genuineness of all signatures and the
correctness of all  representations  made therein.  We have further assumed that
there are no agreements or understandings  contemplated therein other than those
contained in the Documents.

     Based upon the foregoing, and assuming (i) that the final Documents will be
substantially identical to the forms examined, (ii) full compliance with all the
terms of the final Documents,  and (iii) the accuracy of representations made by
the Company and delivered to us, we are of the opinion that:

     (a)     The Corresponding Debentures will be classified as indebtedness for
             U.S. federal income tax purposes.

     (b)     The Trust will be  characterized  as a grantor  trust and not as an
             association  taxable as a corporation  for U.S.  federal income tax
             purposes.

     The  opinions  expressed  above are  based on  existing  provisions  of the
Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  existing  Treasury
regulations,  published  interpretations  by the Internal Revenue Service of the
Code and such Treasury regulations,  and existing court decisions,  any of which
could be changed at any time.  Any such changes may or may not be  retroactively
applied,  and may result in federal  income tax  consequences  that  differ from
those  reflected  in the  opinions  set forth  above.  We note that  there is no
authority  directly  on  point  dealing  with  securities  such  as the  Capital
Securities  or with  transactions  of the type  described  herein,  and that the
authorities   on  which   this   opinion   is  based  are   subject  to  various
interpretations.  Further,  you should be aware that opinions of counsel have no
official  status and are not  binding  on the  Internal  Revenue  Service or the
courts.  Accordingly, we can provide no assurance that the interpretation of the
federal  income tax laws set forth in our opinions will prevail if challenged by
the IRS in an administrative or judicial proceeding.

     We have also  assumed  that each  transaction  contemplated  herein will be
carried out strictly in accordance with the Documents. Any variance in the facts
may result in Federal income tax  consequences  that differ from those reflected
in the opinions set forth above.

     Additionally,  we  undertake  no  obligation  to update this opinion in the
event there is either a change in the legal authorities, in the facts (including
the taking of any action by any party to any of the  transactions  described  in
the Documents  relating to such  transactions) or in the Documents on which this
opinion is based, or an inaccuracy in any of the  representations  upon which we
have relied in rendering this opinion.

     We express no opinion with respect to any matter not specifically addressed
by the foregoing  opinions,  including state or local tax  consequences,  or any
federal,  state, or local issue not specifically referred to and discussed above
including, without limitation, the effect on the matters covered by this opinion
of the laws of any other jurisdiction.

     This letter is delivered  for the benefit of the specified  addressees  and
may not be relied  upon by any other  person.  No portion of this  letter may be
quoted or otherwise referred to in any document or delivered to any other person
or entity without the express  written consent of Lewis,  Rice & Fingersh,  L.C.
This opinion letter is rendered as of the date set forth above.

                                                    Very truly yours,

                                                    LEWIS, RICE & FINGERSH, L.C.








                                     B-3-2
<PAGE>

Lewis, Rice & Fingersh, L.C.
500 N. Broadway, Suite 2000
St. Louis, Missouri  63102
Attention:  Lawrence H. Weltman, Esq.


         Re:     Representations Concerning the Issuance of Floating Rate Junior
                 Subordinated Deferrable Interest  Debentures (the "Debentures")
                 to  Florida Banks  Statutory Trust I  (the "Trust") and Sale of
                 Trust Securities (the "Trust  Securities") of the Trust

Ladies and Gentlemen:

     In accordance with your request, Florida Banks, Inc. (the "Company") hereby
makes the following  representations  in connection with the preparation of your
opinion letter as to the United States federal  income tax  consequences  of the
issuance by the Company of the Debentures to the Trust and the sale of the Trust
Securities.

     Company hereby represents that:

     1.        The sole assets of the Trust will be the Debentures, proceeds  of
the Debentures, or both.

     2.        The Company intends to use  the net proceeds from the sale of the
Debentures for general corporate purposes.

     3.        The Trust was not formed to  conduct  any trade or  business  and
is not  authorized  to conduct any trade or  business.  The Trust exists for the
exclusive  purposes of (i) issuing and selling the Trust Securities,  (ii) using
the proceeds from the sale of Trust  Securities to acquire the  Debentures,  and
(iii) engaging only in activities necessary or incidental thereto.

     4.        The  Trust  was  formed  to facilitate direct  investment  in the
assets of the Trust,  and the  existence  of multiple  classes of  ownership  is
incidental  to that  purpose.  There is no intent  to  provide  holders  of such
interests in the Trust with diverse interests in the assets of the Trust.

     5.        The  Company  intends  to  create a  debtor-creditor relationship
between the Company, as debtor, and the Trust, as a creditor,  upon the issuance
and sale of the  Debentures  to the Trust by the  Company.  The Company will (i)
record and at all times  continue to reflect the Debentures as  indebtedness  on
its separate books and records for financial accounting purposes, and (ii) treat
the Debentures as indebtedness for all United States tax purposes.

     6.        During  each  year,  the  Trust's  income will consist  solely of
payments made by the Company with respect to the Debentures.  Such payments will
not be derived  from the active  conduct of a  financial  business by the Trust.
Both the Company's  obligation to make such payments and the  measurement of the
amounts  payable by the  Company  are  defined  by the terms of the  Debentures.
Neither the Company's  obligation to make such payments nor the  measurement  of

<PAGE>

the amounts  payable by the Company is dependent on income or profits of Company
or any affiliate of the Company.

     7.        The Company expects that it will be able to make, and  will make,
timely payment of amounts identified by the Debentures as principal and interest
in  accordance  with the  terms of the  Debentures  with  available  capital  or
accumulated earnings.

     8.        The Company presently has no intention to defer interest payments
on the  Debentures,  and it considers  the  likelihood  of such a deferral to be
remote  because,  if it were to exercise its right to defer payments of interest
with respect to the Debentures,  it would not be permitted to declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,  acquire,  or  make  a
liquidation  payment  with  respect to, any capital  stock of the Company or any
affiliate of the Company (other than payments of dividends or  distributions  to
the Company) or make any payment of principal of or interest or premium, if any,
on or repay,  repurchase,  or redeem any debt  securities  of the Company or any
affiliate of the Company that rank pari passu in all respects  with or junior in
interest to the Debentures, in each case subject to limited exceptions stated in
Section 2.11 of the Indenture to be entered into in connection with the issuance
of the Debentures.

     9.        Immediately  after  the issuance of the Debentures,  the debt-to-
equity ratio of the Company (as  determined for financial  accounting  purposes,
but  excluding  deposit  liabilities  from the  Company's  debt)  will be within
standard  depository  institution  industry norms and, in any event,  will be no
higher than four to one (4 : 1).

     10.       To  the  best  of  our  knowledge,  the  Company  is currently in
compliance with all federal,  state, and local capital  requirements,  except to
the extent that  failure to comply with any such  requirements  would not have a
material adverse effect on the Company and its affiliates.

11.      The Company will not issue any class of common stock or preferred stock
senior to the Debentures during their term.

12.      The Internal Revenue Service has not challenged the interest  deduction
on any class of the  Company's  subordinated  debt in the last ten (10) years on
the basis that such debt constitutes equity for federal income tax purposes.

     The  above  representations  are  accurate  as of the date  below  and will
continue to be accurate through the issuance of the Trust Securities, unless you
are otherwise  notified by us in writing.  The undersigned  understands that you
will rely on the foregoing in connection with rendering  certain legal opinions,
and possesses the authority to make the representations set forth in this letter
on behalf of the Company.

                                            Very truly yours,

                                            FLORIDA BANKS, INC.

Date: _______________, 2001                 By:      ___________________________

                                            Title:   ___________________________




<PAGE>

                                    EXHIBIT C
                                    ---------

                              COMPANY SUBSIDIARIES
                              --------------------

Florida Bank, National Association



















                                      C-1
<PAGE>

                                    EXHIBIT D
                                    ---------

                            FORM OF QUARTERLY REPORT
                            ------------------------

Preferred Term Securities IV, Ltd.
c/o The Bank of New York
5 Penn Plaza, 16th Floor
CDO Unit
New York, New York  10001
Attn:  Franco Talavera
CDO Relationship Manager

BANK HOLDING COMPANY
As of [March 31, June 30, September 30 or December 31], 20__

Tier 1 to Risk Weighted Assets                                  _________%

Ratio of Double Leverage                                        _________%

Non-Performing Assets to Loans and OREO                         _________%

Ratio of Reserves to Non-Performing Loans                       _________%

Ratio of Net Charge-Offs to Loans                               _________%

Return on Average Assets (annualized)**                         _________%

Net Interest Margin (annualized)**                              _________%

Efficiency Ratio                                                _________%

Ratio of Loans to Assets                                        _________%

Ratio of Loans to Deposits                                      _________%

Total Assets                                                    $_________

Year to Date Income                                             $_________

___________________
*A  table describing  the quarterly report calculation procedures is provided on
 page D-2

** To  annualize  Return  on  Average  Assets  and  Net  Interest  Margin do the
   following:
1st  Quarter-multiply  income  statement item by 4, then divide by balance sheet
     item(s)
2nd  Quarter-multiply  income  statement  item by 2,then divide by balance sheet
     item(s)
3rd  Quarter-divide  income statement item by 3, then multiply by 4, then divide
     by balance sheet item(s)
4th  Quarter-should already be an annual number


                                      D-1
<PAGE>

NO ADJUSTMENT SHOULD BE MADE TO BALANCE SHEET ITEMS






















                                      D-2
<PAGE>

                              Financial Definitions

<TABLE>
--------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                          <C>
Report Item            |Corresponding  FRY-9C or LP Line Items      |
                       |with Line Item corresponding Schedules      |Description of Calculation
--------------------------------------------------------------------------------------------------------------------------
"Tier 1 Capital"  to   |BHCK7206                                    |Tier  1  Risk  Ratio:  Core  Capital  (Tier  1)/Risk-
Risk Weighted Assets   |Schedule HC-R                               |Adjusted Assets
--------------------------------------------------------------------------------------------------------------------------
Ratio of Double        |(BHCP0365)/(BHCP3210)                       |Total  equity  investments  in  subsidiaries  divided
Leverage               |Schedule PC in the LP                       |by the total equity capital. This field is calculated
                       |                                            |at  the parent company level. "Subsidiaries"  include
                       |                                            |bank, bank holding company, and nonbank subsidiaries.
--------------------------------------------------------------------------------------------------------------------------
Non-Performing Assets  |(BHCK5525-BHCK3506+BHCK5526-                |Total  Nonperforming   Assets  (NPLs+Foreclosed  Real
to Loans and OREO      |BHCK3507+BHCK2744)/(BHCK2122+BHCK2          |Estate+Other Nonaccrual &  Repossessed  Assets)/Total
                       |744) Schedules HC-C, HC-M & HC-N            |Loans + Foreclosed Real Estate
--------------------------------------------------------------------------------------------------------------------------
Ratio of Reserves to   |(BHCK3123+BHCK3128)/(BHCK5525-              |Total Loan Loss and Allocated Transfer Risk Reserves/
Non-Performing Loans   |BHCK3506+BHCK5526-BHCK3507)                 |Total Nonperforming Loans (Nonaccrual + Restructured)
                       |Schedules HC & HC-N                         |
--------------------------------------------------------------------------------------------------------------------------
Ratio of Net           |(BHCK4635-BHCK4605)/(BHCK3516)              |Net  charge  offs  for the period as a percentage  of
Charge-Offs to Loans   |Schedules HI-B & HC-K                       |average loans.
--------------------------------------------------------------------------------------------------------------------------
Return on Assets       |(BHCK4340/BHCK3368)                         |Net Income as a percentage of Assets.
                       | Schedules HI & HC-K                        |
--------------------------------------------------------------------------------------------------------------------------
Net Interest Margin    |(BHCK4519)/(BHCK3515+BHCK3365+BHCK          |(Net  Interest  Income  Fully Taxable Equivalent,  if
                       |3516+BHCK3401+BHCKB985)                     |available / Average Earning Assets)
                       |Schedules HI Memorandum and HC-K            |
--------------------------------------------------------------------------------------------------------------------------
Efficiency Ratio       |(BHCK4093)/(BHCK4519+BHCK4079)              |(Noninterest  Expense)/ (Net  Interest  Income  Fully
                       |Schedule HI                                 |Taxable  Equivalent,  if  available, plus Noninterest
                       |                                            |Income)
--------------------------------------------------------------------------------------------------------------------------
Ratio of Loans to      |(BHCKB528+BHCK5369)/BHCK2170)               |Total Loans & Leases (Net of Unearned  Income & Gross
Assets                 |Schedule HC                                 |of Reserve)/ Total Assets
--------------------------------------------------------------------------------------------------------------------------
Ratio of Loans to      |(BHCKB528+BHCK5369)/(BHDM6631+BHD           |Total Loans & Leases (Net of Unearned Income &  Gross
Deposits               |M6636+BHFN6631+BHFN6636                     |of  Reserve)/ Total  Deposits  (Includes Domestic and
                       |Schedule HC                                 |Foreign Deposits)
--------------------------------------------------------------------------------------------------------------------------
Total Assets           |(BHCK2170)                                  |The  sum  of total assets. Includes cash and balances
                       |Schedule HC                                 |due from depository institutions; securities; federal
                       |                                            |funds    sold    and   securities   purchased   under
                       |                                            |agreements  to  resell;  loans  and  lease  financing
                       |                                            |receivables;  trading  assets;  premises   and  fixed
                       |                                            |assets;  other  real  estate  owned;  investments  in
                       |                                            |unconsolidated subsidiaries and associated companies;
                       |                                            |customer's  liability  on   acceptances  outstanding;
                       |                                            |intangible  assets; and other assets.
--------------------------------------------------------------------------------------------------------------------------
Net Income             | (BHCK4300)                                 |The  sum  of income (loss) before extraordinary items
                       | Schedule HI                                |and  other  adjustments  and extraordinary items; and
                       |                                            |other adjustments, net of income taxes.
--------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      D-3

</TEXT>
</DOCUMENT>
