FIRST AMENDMENT TO WARRANT AGREEMENT


     This  FIRST  AMENDMENT  TO WARRANT AGREEMENT (the "Amendment"), dated as of
March  12,  2001,  is entered into by and between Rampart Capital Corporation, a
Texas  corporation  (the "Company") and American Stock Transfer & Trust Co. (the
"Warrant  Agent").

                               W I T N E S S E T H
                               - - - - - - - - - -


     WHEREAS,  the  Company  and  the  Warrant  Agent are parties to the Warrant
Agreement dated as of September 24, 1999, (the "Warrant Agreement"), pursuant to
which  the  Warrant  Agent  acts on behalf of the Company in connection with the
issuance,  transfer,  exchange,  replacement,  redemption  and  surrender of the
certificates  for  the  Company's Redeemable Common Stock Purchase Warrants (the
"Warrants");

     WHEREAS,  the  Company and the Warrant Agent, pursuant to Section 18 of the
Warrant  Agreement,  have  agreed  to  amend the Warrant Agreement to extend the
expiration  date  of  the  Warrants.

     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  agree  as  follows:

     1.     Defined  Terms.  Unless  otherwise  defined herein capitalized terms
            --------------
used  herein  shall  have  the meanings, if any, assigned to them in the Warrant
Agreement.

     2.     Amendment  to  Warrant  Agreement.
            ---------------------------------

          Section 8.A. of the Warrant Agreement is hereby amended and restated
in  its  entirety  to  read  as  follows:

          "The exercise price (the "Exercise Price") at which Common Stock shall
     be  purchasable  upon exercise of the Warrants at any time after the Common
     Stock and Warrants become separately tradable and until 5:00 p.m. New York,
     New  York  time  on  June  30,  2002  (the "Exercise Deadline"), subject to
     extension  in  the  sole discretion of the Company, for up to an additional
     eighteen  (18) months, shall be $10.64 per share of Common Stock subject to
     the  right  of  the  Company to decrease the Exercise Price for twenty (20)
     days,  upon  fifteen (15) days' notice to the warrant holders, which may be
     in  the  form  of a press release issued by the Company, or, if adjusted as
     provided  in  this  Section,  shall  be  such  price as so adjusted. If the
     Exercise  Deadline  is  a  Saturday,  Sunday  or other day on which banking
     institutions  are  authorized  or  obligated  by  law or executive order or
     regulation  to  close  (each  a  "Legal Holiday") in New York, New York and
     Houston,  Texas,  holders  of warrants shall have until 5:00 p.m. New York,
     New  York  time  on  the next succeeding day that is not a Legal Holiday to
     exercise  the  Warrants.


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     3.     Representations  and  Warranties.  The Company hereby represents and
            --------------------------------
warrants  to  the  Warrant  Agent  as  follows:

          The  execution,  delivery  and  performance  by  the  Company  of this
     Amendment  has  been  duly  authorized by all necessary corporate and other
     action and does not, and will not, require any notice to or action by, with
     consent  or  approval  of, any person or entity (including any governmental
     authority  or entity) in order to be effective and enforceable. The Warrant
     Agreement,  including  such  provisions  that  have  been  amended  by this
     Amendment,  constitute  the  legal,  valid  and  binding obligations of the
     Company.

     4.     Effective  Date.  This  amendment  will become effective as of March
            ---------------
15,  2001 (the "Effective Date"); provided that each of the following conditions
precedent  is  satisfied:

     (a)  The  Company  has  executed  and  delivered  this  Amendment;  and

     (b)  All  representations  and  warranties  contained  herein  are true and
     correct  as  of  the  Effective  Date.

     5.     Miscellaneous.
            -------------

     (a)  Except as expressly amended or waived herein, all terms, covenants and
     provisions  of  the  Warrant  Agreement and the other documents executed in
     connection  thereto  are  and  shall  remain  in  full  force  and  effect.

     (b)  This  Amendment  shall be binding upon and inure to the benefit of the
     parties  hereto  and  their  respective  successors  and  assigns.

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

     (d)  This  Amendment,  together  with  the  Warrant Agreement and the other
     documents  executed  in  connection  thereto,  embodies  the  final, entire
     agreement  among  the  parties  hereto  and  supersedes  any  and all prior
     commitments  or  agreements  in connection with the subject matter thereof,
     representations  and  understandings,  whether written or oral, relating to
     the subject matter hereof and may not be contradicted or varied by evidence
     of  prior, contemporaneous, or subsequent oral agreements or discussions of
     the  parties  hereto.  There  are  no  unwritten  oral agreements among the
     parties  hereto.

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     IN  WITNESS  WHEREOF,  the  parties hereto have executed and delivered this
Amendment  as  of  the  date  first  above  written.

                                           RAMPART  CAPITAL CORPORATION


                                           By:  /s/  J.H.  Carpenter
                                              ----------------------------------

                                           Name:  J.H.  Carpenter
                                                --------------------------------


                                           Title:  President
                                                 -------------------------------



                                           AMERICAN STOCK TRANSFER & TRUST CO.



                                           By:  /s/  Herbert  J.  Lemmer
                                              ----------------------------------


                                           Name:  Herbert  J.  Lemmer
                                                --------------------------------

                                           Title:  Vice  President
                                                 -------------------------------


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