GUARANTEE AGREEMENT


                                     Between


                          FLORIDA COMMUNITY BANKS, INC.
                                  as Guarantor,


                                       and


                            WILMINGTON TRUST COMPANY
                              as Guarantee Trustee,





                            Dated as of June 21, 2002









<PAGE>





                              FCBI CAPITAL TRUST I

            Certain Sections of this Guarantee Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:
<TABLE>


Trust Indenture                                                                      Guarantee Agreement
  Act Section                                                                              Section

<CAPTION>
<S>     <C>         <C>                                                                <C>
Section 310     (a) (1).................................................................4.1 (a)
                (a) (2).................................................................4.1 (a)
                (a) (3).................................................................Not Applicable
                (a) (4).................................................................Not Applicable
                (b).....................................................................2.8, 4.1 (c)
Section 311     (a).....................................................................Not Applicable
                (b).....................................................................Not Applicable
Section 312     (a).....................................................................2.2 (a)
                (b).....................................................................2.2 (b)
                (c).....................................................................Not Applicable
Section 313     (a).....................................................................2.3
                (a) (4).................................................................2.3
                (b).....................................................................2.3
                (c).....................................................................2.3
                (d).....................................................................2.3
Section 314     (a).....................................................................2.4
                (b).....................................................................2.4
                (c) (1).................................................................2.5
                (c) (2).................................................................2.5
                (c) (3).................................................................2.5
                (e).....................................................................1.1, 2.5, 3.2
Section 315     (a).....................................................................3.1 (d)
                (b).....................................................................2.7
                (c).....................................................................3.1 (c)
                (d).....................................................................3.1 (d)
                (e).....................................................................Not Applicable
Section 316     (a).....................................................................1.1, 2.6, 5.4
                (a) (1) (A).............................................................5.4
                (a) (1) (B).............................................................5.4
                (a) (2).................................................................Not Applicable
                (b).....................................................................5.3
                (c).....................................................................Not Applicable
Section 317     (a) (1).................................................................Not Applicable
                (a) (2).................................................................Not Applicable
                (b).....................................................................Not Applicable
Section 318     (a).....................................................................2.1
<FN>
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Guarantee Agreement.
</FN>
</TABLE>

<PAGE>

<TABLE>

                                                              TABLE OF CONTENTS

<CAPTION>
<S>                     <C>
ARTICLE I.  DEFINITIONS 1
   SECTION 1.1.         Definitions...............................................................................1

ARTICLE II.  TRUST INDENTURE ACT..................................................................................4
   SECTION 2.1.         Trust Indenture Act; Application..........................................................4
   SECTION 2.2.         List of Holders...........................................................................4
   SECTION 2.3.         Reports by the Guarantee Trustee..........................................................5
   SECTION 2.4.         Periodic Reports to the Guarantee Trustee.................................................5
   SECTION 2.5.         Evidence of Compliance with Conditions Precedent..........................................5
   SECTION 2.6.         Events of Default; Waiver.................................................................5
   SECTION 2.7.         Event of Default; Notice..................................................................6
   SECTION 2.8.         Conflicting Interests.....................................................................6

ARTICLE III.  POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE..................................................6
   SECTION 3.1.          Powers and Duties of the Guarantee Trustee...............................................6
   SECTION 3.2.         Certain Rights of Guarantee Trustee.......................................................7
   SECTION 3.3.         Indemnity.................................................................................9
   SECTION 3.4.         Expenses..................................................................................9

ARTICLE IV.  GUARANTEE TRUSTEE....................................................................................9
   SECTION 4.1.         Guarantee Trustee; Eligibility............................................................9
   SECTION 4.2.         Appointment, Removal and Resignation of the Guarantee Trustee............................10

ARTICLE V. GUARANTEE    11
   SECTION 5.1.         Guarantee................................................................................11
   SECTION 5.2.         Waiver of Notice and Demand..............................................................11
   SECTION 5.3.         Obligations Not Affected.................................................................11
   SECTION 5.4.         Rights of Holders........................................................................12
   SECTION 5.5.         Guarantee of Payment.....................................................................12
   SECTION 5.6.         Subrogation..............................................................................12
   SECTION 5.7.         Independent Obligations..................................................................13

ARTICLE VI.  COVENANTS AND SUBORDINATION.........................................................................13
   SECTION 6.1.         Subordination............................................................................13
   SECTION 6.2.         Pari Passu Guarantees....................................................................13

ARTICLE VII.  TERMINATION........................................................................................13
   SECTION 7.1.         Termination..............................................................................13

ARTICLE VIII.  MISCELLANEOUS.....................................................................................14
   SECTION 8.1.         Successors and Assigns...................................................................14
   SECTION 8.2.         Amendments...............................................................................14

<PAGE>

   SECTION 8.3.         Notices..................................................................................14
   SECTION 8.4.         Benefit..................................................................................15
   SECTION 8.5.         Interpretation...........................................................................15
   SECTION 8.6.         Governing Law............................................................................16
   SECTION 8.7.         Counterparts.............................................................................16

</TABLE>


<PAGE>


                               GUARANTEE AGREEMENT

     THIS  GUARANTEE  AGREEMENT,  dated as of June 21,  2002,  is  executed  and
delivered  by  FLORIDA  COMMUNITY  BANKS,  INC.,  a  Florida   corporation  (the
"Guarantor"),  having its principal office at 1400 North 15th Street, Immokalee,
Florida 34142, and WILMINGTON TRUST COMPANY, a Delaware banking corporation,  as
trustee (the  "Guarantee  Trustee"),  for the benefit of the Holders (as defined
herein) from time to time of the Capital  Securities (as defined herein) of FCBI
CAPITAL TRUST I, a Delaware statutory business trust (the "Issuer Trust").

     Pursuant  to  an  Amended  and  Restated   Trust   Agreement   (the  "Trust
Agreement"),  dated of even date herewith,  among Florida Community Banks, Inc.,
as Depositor,  Wilmington  Trust  Company,  as Property  Trustee (the  "Property
Trustee"),   Wilmington  Trust  Company,  as  Delaware  Trustee  (the  "Delaware
Trustee",  and together  with the Property  Trustee,  collectively,  the "Issuer
Trustees"),  the Administrators  named therein and the Holders from time to time
of undivided  beneficial interests in the assets of the Issuer Trust, the Issuer
Trust is issuing up to  $10,000,000  aggregate  Liquidation  Amount (as  defined
herein) of its Floating  Rate Capital  Securities  (the  "Capital  Securities"),
representing  preferred  undivided  beneficial  interests  in the  assets of the
Issuer Trust and having the terms set forth in the Trust Agreement;

     The Capital  Securities will be issued by the Issuer Trust and the proceeds
thereof,  together  with the proceeds  from the  issuance of the Issuer  Trust's
Common  Securities  (the "Common  Securities"),  representing  common  undivided
beneficial interests in the assets of the Issuer Trust of the Guarantor, will be
used to purchase the Junior Subordinated  Debentures due September 30, 2032 (the
"Junior Subordinated  Debentures") of the Guarantor which will be deposited with
Wilmington  Trust Company,  as Property  Trustee under the Trust  Agreement,  as
trust assets; and

     As an  inducement  to the Holders to purchase the Capital  Securities,  the
Guarantor is willing to irrevocably and unconditionally agree, to the extent set
forth  herein,  to pay to the Holders of the Capital  Securities  the  Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein.

     NOW, THEREFORE,  in consideration of the purchase of the Capital Securities
by each Holder,  which purchase the Guarantor hereby  acknowledges shall benefit
the Guarantor, the Guarantor, intending to be legally bound hereby, executes and
delivers  this  Guarantee  Agreement for the benefit of the Holders from time to
time of the Capital Securities.

                             ARTICLE I. DEFINITIONS

SECTION 1.1. Definitions.

     As used in this Guarantee  Agreement,  the terms set forth below shall have
the following meanings.  Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Trust Agreement.

     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.

<PAGE>

For the  purposes of this  definition,  "control"  when used with respect to any
specified  Person means the power to direct the  management and policies of such
Person,  directly  or  indirectly,  whether  through  the  ownership  of  voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" have meanings correlative to the foregoing.

     "Event  of  Default"  means (i) a default  by the  Guarantor  in any of its
payment  obligations  under this Guarantee  Agreement,  or (ii) a default by the
Guarantor in any other obligation hereunder that remains unremedied for 30 days.

     "Guarantee Agreement" means this Guarantee Agreement, as modified,  amended
or supplemented from time to time.

     "Guarantee Payments" means the following payments or distributions, without
duplication,  with respect to the Capital Securities,  to the extent not paid or
made by or on  behalf  of the  Issuer  Trust:  (i) any  accumulated  and  unpaid
Distributions  (as  defined in the Trust  Agreement)  required to be paid on the
Capital  Securities,  to the extent the  Issuer  Trust  shall have funds on hand
available  therefor at such time, (ii) the Redemption Price, with respect to the
Capital  Securities called for redemption by the Issuer Trust to the extent that
the Issuer Trust shall have funds on hand  available  therefor at such time, and
(iii) upon a voluntary or involuntary  dissolution,  termination,  winding-up or
liquidation of the Issuer Trust, unless the Junior  Subordinated  Debentures are
distributed to the Holders,  the lesser of (a) the aggregate of the  Liquidation
Amount of all  outstanding  Trust  Securities  and all  accumulated  and  unpaid
Distributions  to the date of payment to the extent the Issuer  Trust shall have
funds on hand  available to make such payment at such time and (b) the amount of
assets of the Issuer Trust  remaining  available for  distribution to Holders on
liquidation   of  the  Issuer   Trust  (in   either   case,   the   "Liquidation
Distribution").

     "Guarantee  Trustee"  means  Wilmington  Trust  Company,  until a Successor
Guarantee Trustee has been appointed and has accepted such appointment  pursuant
to the  terms  of this  Guarantee  Agreement  and  thereafter  means  each  such
Successor Guarantee Trustee.

     "Guarantor" shall have the meaning specified in the first paragraph of this
Guarantee Agreement.

     "Holder"  means any holder,  as  registered on the books and records of the
Issuer Trust, of any Capital Securities; provided, however, that, in determining
whether the holders of the requisite percentage of Capital Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor,  the  Guarantee  Trustee,  or any  Affiliate of the  Guarantor or the
Guarantee Trustee.

     "Indenture"  means the Junior  Subordinated  Indenture,  dated of even date
herewith, between Florida Community Banks, Inc. and Wilmington Trust Company, as
trustee, as it may be modified, amended or supplemented from time to time.

     "Issuer Trust" shall have the meaning  specified in the first  paragraph of
this Guarantee Agreement.

                                      -2-
<PAGE>

     "Like Amount"  means (a) with respect to a redemption of Trust  Securities,
Trust  Securities  having a  Liquidation  Amount  equal to that  portion  of the
principal  amount  of Junior  Subordinated  Debentures  to be  contemporaneously
redeemed in accordance  with the Indenture,  allocated to the Common  Securities
and to the Capital  Securities  based upon the relative  Liquidation  Amounts of
such  classes  and (b) with  respect to a  distribution  of Junior  Subordinated
Debentures to Holders of Trust  Securities in connection  with a dissolution  or
liquidation  of the  Issuer  Trust,  Junior  Subordinated  Debentures  having  a
principal amount equal to the Liquidation  Amount of the Trust Securities of the
Holder to whom such Junior Subordinated Debentures are distributed.

     "Liquidation  Amount"  means the stated  amount of  $50,000.00  per Capital
Security and $1,000.00 per Common Security.

     "Majority in Liquidation Amount of the Capital Securities" means, except as
provided by the Trust Indenture Act, Capital  Securities  representing more than
50%  of  the  aggregate  Liquidation  Amount  of all  then  outstanding  Capital
Securities issued by the Issuer Trust.

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
Board, Vice Chairman of the Board, Chief Executive Officer, President, Executive
Vice  President  or a  Senior  Vice  President  or  Vice  President,  and by the
Treasurer,  an Assistant  Treasurer,  the Secretary or an Assistant Secretary of
the Guarantor, and delivered to the Guarantee Trustee. Any Officers' Certificate
delivered with respect to compliance  with a condition or covenant  provided for
in this Guarantee Agreement shall include:

     (a) a statement by each officer signing the Officers' Certificate that such
officer has read the covenant or condition and the definitions relating thereto;

     (b) a brief  statement  of the  nature  and  scope  of the  examination  or
investigation undertaken by such officer in rendering the Officers' Certificate;

     (c)  a  statement   that  such  officer  has  made  such   examination   or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed  opinion as to whether or not such  covenant or condition
has been complied with; and

     (d) a  statement  as to  whether,  in the  opinion  of such  officer,  such
condition or covenant has been complied with.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Redemption  Date"  means,  with  respect  to any  Capital  Security  to be
redeemed,  the date  fixed  for such  redemption  by or  pursuant  to the  Trust
Agreement;  provided that each Debenture Redemption Date and the stated maturity
of the Junior  Subordinated  Debentures  shall be a

                                      -3-
<PAGE>

Redemption  Date for a Like  Amount of Capital  Securities,  including,  but not
limited to any date of  redemption  pursuant  to the  occurrence  of any Special
Event.

     "Redemption Price" shall have the meaning specified in the Trust Agreement.

     "Responsible  Officer"  means,  when used  with  respect  to the  Guarantee
Trustee,  any officer  assigned to the  Corporate  Trust  Office,  including any
managing  director,  vice  president,   principal,   assistant  vice  president,
assistant  treasurer,  assistant secretary or any other officer of the Guarantee
Trustee  customarily  performing  functions similar to those performed by any of
the  above  designated  officers  and  having  direct   responsibility  for  the
administration  of  this  Guarantee  Agreement,  and  also,  with  respect  to a
particular  matter,  any other  officer  of the  Guarantee  Trustee to whom such
matter is referred  because of such officer's  knowledge of and familiarity with
the particular subject.

     "Senior Indebtedness" shall have the meaning specified in the Indenture.

     "Successor   Guarantee   Trustee"  means  a  successor   Guarantee  Trustee
possessing  the  qualifications  to act as Guarantee  Trustee  under  Article IV
hereof.

     "Trust Agreement" has the meaning specified in the recitals hereto.

     "Trust   Indenture  Act"  means  the  Trust   Indenture  Act  of  1939  (15
U.S.C.ss.ss. 77aaa-77bbbb), as amended.

     "Trust Securities" means the Common Securities and the Capital Securities.

                         ARTICLE II. TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.

     If any provision hereof limits,  qualifies or conflicts with a provision of
the Trust  Indenture  Act that is  required  under  such Act to be a part of and
govern this Guarantee Agreement,  the provision of the Trust Indenture Act shall
control.  If any provision of this Guarantee  Agreement modifies or excludes any
provision of the Trust  Indenture  Act that may be so modified or excluded,  the
latter  provision  shall be deemed to apply to this  Guarantee  Agreement  as so
modified or excluded, as the case may be.

SECTION 2.2. List of Holders.

     (a) The  Guarantor  will furnish or cause to be furnished to the  Guarantee
Trustee a list of Holders at the following times:

          (i)  quarterly,  not more than 15 days after the last day of February,
     May,  August  and  November,  in each  year,  a list,  in such  form as the
     Guarantee Trustee may reasonably

                                      -4-
<PAGE>

     require,  of the names and  addresses  of the Holders as of the last day of
     February, May, August and November, as applicable; and

          (ii) at such  other  times as the  Guarantee  Trustee  may  request in
     writing,  within 30 days  after the  receipt by the  Guarantor  of any such
     request,  a list of similar  form and content as of a date not more than 15
     days prior to the time such list is furnished.

     (b) The  Guarantee  Trustee shall comply with the  requirements  of Section
312(b) of the Trust Indenture Act.

SECTION 2.3. Reports by the Guarantee Trustee.

     Not later than January 31 of each year,  commencing  January 31, 2003,  the
Guarantee  Trustee  shall  provide to the Holders such  reports,  if any, as are
required by Section 313 of the Trust Indenture Act in the form and in the manner
provided by Section 313 of the Trust Indenture Act. If this Guarantee  Agreement
shall have been qualified under the Trust  Indenture Act, the Guarantee  Trustee
shall also comply with the requirements of Section 313(d) of the Trust Indenture
Act.

SECTION 2.4. Periodic Reports to the Guarantee Trustee.

     The Guarantor  shall provide to the Guarantee  Trustee and the Holders such
documents,  reports and  information,  if any, as required by Section 314 of the
Trust  Indenture Act and the compliance  certificate  required by Section 314 of
the Trust Indenture Act, in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act,  provided that such  documents,  reports
and information  shall be required to be provided to the Securities and Exchange
Commission only if this Guarantee  Agreement shall have been qualified under the
Trust Indenture Act.

SECTION 2.5. Evidence of Compliance with Conditions Precedent.

     The  Guarantor  shall  provide to the  Guarantee  Trustee such  evidence of
compliance  with  such  conditions  precedent,  if  any,  provided  for in  this
Guarantee  Agreement  that  relate to any of the  matters  set forth in  Section
314(c) of the Trust  Indenture Act. Any  certificate  or opinion  required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

SECTION 2.6. Events of Default; Waiver.

     The Holders of a Majority in Liquidation  Amount of the Capital  Securities
may, by vote, on behalf of the Holders,  waive any past Event of Default and its
consequences.  Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default  arising  therefrom shall be deemed to have been cured,
for every purpose of this Guarantee  Agreement,  but no such waiver shall extend
to any  subsequent  or other  default  or Event of  Default  or impair any right
consequent

                                      -5-
<PAGE>

therefrom.

                                      -6-

<PAGE>


SECTION 2.7. Event of Default; Notice.

     (a) The Guarantee Trustee shall,  within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders,
notice of all Events of Default  known to the  Guarantee  Trustee,  unless  such
Events of Default  have been cured or waived  before the giving of such  notice;
provided  that,  except in the case of a default in the  payment of a  Guarantee
Payment,  the Guarantee Trustee shall be protected in withholding such notice if
and so long as the  Board  of  Directors,  the  executive  committee  or a trust
committee of directors and/or  Responsible  Officers of the Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders.

     (b) The  Guarantee  Trustee  shall not be deemed to have  knowledge  of any
Event of Default unless a Responsible Officer charged with the administration of
this  Guarantee  Agreement  shall have received  written notice of such Event of
Default.

SECTION 2.8. Conflicting Interests.

     The Trust Agreement  shall be deemed to be  specifically  described in this
Guarantee  Agreement  for  the  purposes  of  clause  (i) of the  first  proviso
contained in Section 310(b) of the Trust Indenture Act.

         ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Guarantee Trustee.

     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the  Holders,  and the  Guarantee  Trustee  shall not  transfer  this
Guarantee  Agreement to any Person except a Holder  exercising his or her rights
pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by
such  Successor  Guarantee  Trustee  of its  appointment  to  act  as  Successor
Guarantee  Trustee  hereunder.  The right,  title and interest of the  Guarantee
Trustee, as such,  hereunder shall automatically vest in any Successor Guarantee
Trustee upon acceptance by such Successor  Guarantee  Trustee of its appointment
hereunder, and such vesting and cessation of title shall be effective whether or
not  conveyancing  documents  have been executed and  delivered  pursuant to the
appointment of such Successor Guarantee Trustee.

     (b) If an Event of Default has occurred and is  continuing,  the  Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee  Trustee,  before the  occurrence of any Event of Default
and after the cure or waiver of all  Events of Default  that may have  occurred,
shall be obligated to perform only such duties as are  specifically set forth in
this  Guarantee  Agreement  (including  pursuant to Section 2.1), and no implied
covenants  shall be read into this  Guarantee  Agreement  against the  Guarantee

                                      -7-
<PAGE>

Trustee.  If an Event of Default has occurred (that has not been cured or waived
pursuant to Section  2.6),  the  Guarantee  Trustee  shall  exercise such of the
rights and powers  vested in it by this  Guarantee  Agreement,  and use the same
degree of care and skill in its  exercise  thereof,  as a prudent  person  would
exercise  or use  under  the  circumstances  in the  conduct  of his or her  own
affairs.

     (d) No provision of this Guarantee  Agreement shall be construed to relieve
the  Guarantee  Trustee from  liability for its own  negligent  action,  its own
negligent failure to act or its own willful misconduct, except that:

          (i)  Prior to the  occurrence  of any Event of  Default  and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A) the duties and obligations of the Guarantee  Trustee shall be
          determined  solely  by  the  express   provisions  of  this  Guarantee
          Agreement  (including  pursuant  to Section  2.1),  and the  Guarantee
          Trustee shall not be liable except for the  performance of such duties
          and  obligations  as are  specifically  set  forth  in this  Guarantee
          Agreement (including pursuant to Section 2.1); and

               (B) in the  absence  of bad  faith on the  part of the  Guarantee
          Trustee,  the Guarantee Trustee may conclusively rely, as to the truth
          of the  statements  and  the  correctness  of the  opinions  expressed
          therein,  upon any certificates or opinions furnished to the Guarantee
          Trustee  and  conforming  to  the   requirements   of  this  Guarantee
          Agreement;  but in the case of any such  certificates or opinions that
          by any provision hereof or of the Trust Indenture Act are specifically
          required to be  furnished  to the  Guarantee  Trustee,  the  Guarantee
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Guarantee Agreement;

          (ii) The  Guarantee  Trustee  shall  not be  liable  for any  error of
     judgment  made in good  faith by a  Responsible  Officer  of the  Guarantee
     Trustee, unless it shall be proved that the Guarantee Trustee was negligent
     in ascertaining the pertinent facts upon which such judgment was made;

          (iii) The  Guarantee  Trustee  shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance  with
     the  direction  of the Holders of not less than a Majority  in  Liquidation
     Amount of the Capital Securities  relating to the time, method and place of
     conducting  any  proceeding  for  any  remedy  available  to the  Guarantee
     Trustee,  or  exercising  any trust or power  conferred  upon the Guarantee
     Trustee under this Guarantee Agreement; and

          (iv) No  provision  of this  Guarantee  Agreement  shall  require  the
     Guarantee  Trustee  to  expend  or risk its own  funds or  otherwise  incur
     personal financial  liability in the performance of any of its duties or in
     the exercise of any of its rights or powers if the Guarantee  Trustee shall
     have  reasonable  grounds for believing that the repayment of such funds or
     liability is not assured to it under the terms of this Guarantee  Agreement
     or adequate  indemnity  against such risk or  liability  is not  reasonably
     assured to it.

SECTION 3.2. Certain Rights of Guarantee Trustee.

                                      -8-
<PAGE>

     (a) Subject to the provisions of Section 3.1:

          (i) The  Guarantee  Trustee may  conclusively  rely and shall be fully
     protected  in  acting  or  refraining  from  acting  upon  any  resolution,
     certificate,  statement,  instrument,  opinion,  report,  notice,  request,
     direction,  consent,  order,  bond,  debenture,  note,  other  evidence  of
     indebtedness  or other  paper or document  reasonably  believed by it to be
     genuine and to have been  signed,  sent or presented by the proper party or
     parties.

          (ii)  Any  direction  or act of the  Guarantor  contemplated  by  this
     Guarantee  Agreement  shall  be  sufficiently  evidenced  by  an  Officers'
     Certificate unless otherwise prescribed herein.

          (iii) Whenever, in the administration of this Guarantee Agreement, the
     Guarantee  Trustee  shall  deem it  desirable  that a matter  be  proved or
     established  before  taking,  suffering  or  omitting  to take  any  action
     hereunder,   the  Guarantee   Trustee  (unless  other  evidence  is  herein
     specifically  prescribed)  may,  in the  absence  of bad faith on its part,
     request and conclusively  rely upon an Officers'  Certificate  which,  upon
     receipt of such  request  from the  Guarantee  Trustee,  shall be  promptly
     delivered by the Guarantor.

          (iv) The  Guarantee  Trustee may consult with legal  counsel,  and the
     advice or  written  opinion  of such legal  counsel  with  respect to legal
     matters shall be full and complete  authorization and protection in respect
     of any action  taken,  suffered or omitted to be taken by it  hereunder  in
     good  faith and in  accordance  with such  advice or  opinion.  Such  legal
     counsel may be legal counsel to the Guarantor or any of its  Affiliates and
     may be one of its employees.  The Guarantee Trustee shall have the right at
     any  time  to  seek  instructions  concerning  the  administration  of this
     Guarantee Agreement from any court of competent jurisdiction.

          (v) The Guarantee Trustee shall be under no obligation to exercise any
     of the rights or powers  vested in it by this  Guarantee  Agreement  at the
     request or direction of any Holder,  unless such Holder shall have provided
     to the  Guarantee  Trustee such  security and  indemnity as would satisfy a
     reasonable  person in the position of the  Guarantee  Trustee,  against the
     costs,  expenses  (including  attorneys' fees and expenses) and liabilities
     that might be incurred by it in complying  with such request or  direction,
     including  such  reasonable  advances as may be requested by the  Guarantee
     Trustee.

          (vi)  The   Guarantee   Trustee   shall  not  be  bound  to  make  any
     investigation   into  the  facts  or  matters  stated  in  any  resolution,
     certificate,  statement,  instrument,  opinion,  report,  notice,  request,
     direction,  consent,  order,  bond,  debenture,  note,  other  evidence  of
     indebtedness or other paper or document,  but the Guarantee Trustee, in its
     discretion,  may make such further inquiry or investigation into such facts
     or matters as it may see fit.

          (vii) The  Guarantee  Trustee  may execute any of the trusts or powers
     hereunder or perform any duties  hereunder either directly or by or through
     its agents or attorneys, and the Guarantee Trustee shall not be responsible
     for any  negligence or willful  misconduct on the part of any such agent or
     attorney appointed with due care by it hereunder.

                                      -9-

<PAGE>

          (viii) Whenever in the administration of this Guarantee  Agreement the
     Guarantee  Trustee  shall deem it  desirable to receive  instructions  with
     respect  to  enforcing  any  remedy  or right or taking  any  other  action
     hereunder,  the  Guarantee  Trustee (A) may request  instructions  from the
     Holders, (B) may refrain from enforcing such remedy or right or taking such
     other  action until such  instructions  are received and (C) shall be fully
     protected in acting in accordance with such instructions.

     (b) No provision of this Guarantee  Agreement shall be deemed to impose any
duty or  obligation  on the  Guarantee  Trustee  to  perform  any act or acts or
exercise any right, power, duty or obligation  conferred or imposed on it in any
jurisdiction  in which it shall be illegal,  or in which the  Guarantee  Trustee
shall be  unqualified  or  incompetent  in accordance  with  applicable  law, to
perform  any such act or acts or to  exercise  any such  right,  power,  duty or
obligation.  No permissive power or authority available to the Guarantee Trustee
shall  be  construed  to be a duty to act in  accordance  with  such  power  and
authority.

SECTION 3.3. Indemnity.

     The Guarantor agrees to indemnify the Guarantee Trustee (which for purposes
of this Section 3.3 shall include its officers, directors, employees and agents)
for, and to hold it harmless  against,  any loss,  liability or expense incurred
without negligence, willful misconduct or bad faith on the part of the Guarantee
Trustee,  arising out of or in connection with the acceptance or  administration
of this  Guarantee  Agreement,  including  the costs and  expenses of  defending
itself  against  any claim or  liability  in  connection  with the  exercise  or
performance of any of its powers or duties hereunder. The Guarantee Trustee will
not claim or exact any lien or charge on any  Guarantee  Payments as a result of
any amount due to it under this  Guarantee  Agreement.  The  provisions  of this
Section 3.3 shall survive the  termination  of this  Guarantee  Agreement or the
resignation or removal of the Guarantee Trustee.

SECTION 3.4. Expenses.

     The Guarantor  shall from time to time reimburse the Guarantee  Trustee for
its  expenses  and costs  (including  reasonable  attorneys'  or  agents'  fees)
incurred in connection with the performance of its duties hereunder.

                          ARTICLE IV. GUARANTEE TRUSTEE

SECTION 4.1. Guarantee Trustee; Eligibility.

     (a) There shall at all times be a Guarantee Trustee which shall:

          (i) not be an Affiliate of the Guarantor; and

                                      -10-

<PAGE>

          (ii) be a Person that is eligible  pursuant to the Trust Indenture Act
     to act  as  such  and  has a  combined  capital  and  surplus  of at  least
     $50,000,000, and shall be a corporation meeting the requirements of Section
     310(a) of the Trust Indenture Act. If such corporation publishes reports of
     condition at least annually,  pursuant to law or to the requirements of the
     supervising or examining authority,  then, for the purposes of this Section
     and to the  extent  permitted  by the Trust  Indenture  Act,  the  combined
     capital and surplus of such corporation  shall be deemed to be its combined
     capital and surplus as set forth in its most recent  report of condition so
     published.

     (b) If at any time the  Guarantee  Trustee shall cease to be eligible to so
act under Section 4.1(a),  the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2.

     (c)  If the  Guarantee  Trustee  has  or  shall  acquire  any  "conflicting
interest"  within the meaning of Section 310(b) of the Trust  Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

SECTION 4.2. Appointment, Removal and Resignation of the Guarantee Trustee.

     (a) No resignation  or removal of the Guarantee  Trustee and no appointment
of a Successor Guarantee Trustee pursuant to this Article shall become effective
until the  acceptance  of  appointment  by the  Successor  Guarantee  Trustee by
written instrument  executed by the Successor Guarantee Trustee and delivered to
the Holders and the Guarantee Trustee.

     (b) Subject to the immediately preceding paragraph, a Guarantee Trustee may
resign  at any  time by  giving  written  notice  thereof  to the  Holders.  The
Guarantee  Trustee shall  appoint a successor by requesting  from at least three
Persons meeting the eligibility  requirements such Persons' expenses and charges
to serve as the  Guarantee  Trustee,  and selecting the Person who agrees to the
lowest  expenses and charges.  If the  instrument of acceptance by the Successor
Guarantee  Trustee shall not have been delivered to the Guarantee Trustee within
30 days after the giving of such notice of  resignation,  the Guarantee  Trustee
may  petition,  at  the  expense  of  the  Guarantor,  any  court  of  competent
jurisdiction for the appointment of a Successor Guarantee Trustee.

     (c) The  Guarantee  Trustee  may be  removed  for  cause at any time by Act
(within the meaning of Section 6.8 of the Trust  Agreement) of the Holders of at
least a Majority in Liquidation Amount of the Capital  Securities,  delivered to
the Guarantee Trustee.

     (d) If a resigning Guarantee Trustee shall fail to appoint a successor,  or
if a  Guarantee  Trustee  shall be  removed  or  become  incapable  of acting as
Guarantee Trustee,  or if any vacancy shall occur in the office of any Guarantee
Trustee  for any cause,  the Holders of the  Capital  Securities,  by Act of the
Holders of record of not less than 25% in  aggregate  Liquidation  Amount of the
Capital Securities then outstanding  delivered to such Guarantee Trustee,  shall
promptly  appoint a  successor  Guarantee  Trustee.  If no  Successor  Guarantee
Trustee  shall have been so appointed  by the Holders of the Capital  Securities
and such appointment accepted by the Successor Guarantee

                                      -11-

<PAGE>

Trustee, any Holder, on behalf of himself and all others similarly situated, may
petition any court of competent  jurisdiction for the appointment of a Successor
Guarantee Trustee.

                                      -12-
<PAGE>



                              ARTICLE V. GUARANTEE

SECTION 5.1. Guarantee.

     The Guarantor irrevocably and unconditionally  agrees to pay in full to the
Holders the Guarantee Payments (without  duplication of amounts theretofore paid
by or on  behalf  of the  Issuer  Trust),  as and when  due,  regardless  of any
defense,  right of set-off or  counterclaim  which the Issuer  Trust may have or
assert,  except the defense of payment.  The  Guarantor's  obligation  to make a
Guarantee  Payment may be satisfied by direct payment of the required amounts by
the  Guarantor to the Holders or by causing the Issuer Trust to pay such amounts
to the Holders.  The Guarantor shall give prompt written notice to the Guarantee
Trustee in the event it makes any direct payment hereunder.

SECTION 5.2. Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of the Guarantee Agreement
and of any liability to which it applies or may apply,  presentment,  demand for
payment,  any right to require a proceeding first against the Guarantee Trustee,
the Issuer Trust or any other Person before  proceeding  against the  Guarantor,
protest, notice of nonpayment,  notice of dishonor, notice of redemption and all
other notices and demands.

SECTION 5.3. Obligations Not Affected.

     The  obligations,  covenants,  agreements and duties of the Guarantor under
this  Guarantee  Agreement  shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

          (a) the release or waiver,  by operation of law or  otherwise,  of the
     performance  or  observance  by the Issuer  Trust of any express or implied
     agreement,  covenant,  term or condition relating to the Capital Securities
     to be performed or observed by the Issuer Trust;

          (b) the  extension  of time for the payment by the Issuer Trust of all
     or any portion of the  Distributions  (other than an  extension of time for
     payment of Distributions  that results from an election by the Depositor to
     defer any  interest  payment on the Junior  Subordinated  Debentures  as so
     provided in the Indenture),  Redemption Price,  Liquidation Distribution or
     any other sums  payable  under the terms of the Capital  Securities  or the
     extension  of time  for the  performance  of any  other  obligation  under,
     arising out of, or in connection with, the Capital Securities;

          (c) any failure,  omission,  delay or lack of diligence on the part of
     the Holders to enforce, assert or exercise any right,  privilege,  power or
     remedy  conferred  on the  Holders  pursuant  to the  terms of the  Capital
     Securities,  or  any  action  on the  part  of the  Issuer  Trust  granting
     indulgence or extension of any kind;

                                      -13-

<PAGE>

          (d) the voluntary or involuntary liquidation, dissolution, sale of any
     collateral,   receivership,   conservatorship,    insolvency,   bankruptcy,
     assignment  for the  benefit  of  creditors,  reorganization,  arrangement,
     composition  or  readjustment  of debt  of,  or other  similar  proceedings
     affecting, the Issuer Trust or any of the assets of the Issuer Trust;

          (e) any  invalidity  of, or  defect  or  deficiency  in,  the  Capital
     Securities;

          (f) the settlement or compromise of any obligation  guaranteed  hereby
     or hereby incurred; or

          (g) any other circumstance  whatsoever that might otherwise constitute
     a legal or  equitable  discharge  or defense  of a  guarantor  (other  than
     payment of the underlying obligation),  it being the intent of this Section
     5.3 that the  obligations of the Guarantor  hereunder shall be absolute and
     unconditional under any and all circumstances.

     There  shall be no  obligation  of the Holders to give notice to, or obtain
the  consent  of, the  Guarantor  with  respect to the  happening  of any of the
foregoing.

SECTION 5.4. Rights of Holders.

     The Guarantor  expressly  acknowledges  that: (i) this Guarantee  Agreement
will be deposited  with the Guarantee  Trustee to be held for the benefit of the
Holders;  (ii) the  Guarantee  Trustee has the right to enforce  this  Guarantee
Agreement  on  behalf  of the  Holders;  (iii)  the  Holders  of a  Majority  in
Liquidation  Amount of the Capital Securities have the right to direct the time,
method and place of conducting any  proceeding  for any remedy  available to the
Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust
or power  conferred upon the Guarantee  Trustee under this Guarantee  Agreement;
and (iv) any  Holder may  institute  a legal  proceeding  directly  against  the
Guarantor to enforce its rights under this  Guarantee  Agreement,  without first
instituting a legal proceeding against the Guarantee  Trustee,  the Issuer Trust
or any other Person.

SECTION 5.5. Guarantee of Payment.

     This  Guarantee  Agreement  creates  a  guarantee  of  payment  and  not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without  duplication of amounts theretofore paid
by the Issuer Trust) or upon the distribution of Junior Subordinated  Debentures
to Holders as provided in the Trust Agreement.

SECTION 5.6. Subrogation.

     The  Guarantor  shall be  subrogated  to all rights (if any) of the Holders
against the Issuer  Trust in respect of any  amounts  paid to the Holders by the
Guarantor under this Guarantee Agreement;  provided, however, that the Guarantor
shall not (except to the extent  required  by  mandatory  provisions  of law) be
entitled  to  enforce or  exercise  any  rights  which it may  acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment under this Guarantee  Agreement,  if at the time of any such
payment, any amounts are due

                                      -14-
<PAGE>

and unpaid under this  Guarantee  Agreement.  If any amount shall be paid to the
Guarantor in violation of the preceding  sentence,  the Guarantor agrees to hold
such amount in trust for the Holders and to pay over such amount to the Holders.

SECTION 5.7. Independent Obligations.

     The Guarantor  acknowledges that its obligations  hereunder are independent
of the  obligations  of the Issuer Trust with respect to the Capital  Securities
and that the Guarantor  shall be liable as principal and as debtor  hereunder to
make  Guarantee  Payments  pursuant  to the  terms of this  Guarantee  Agreement
notwithstanding  the  occurrence  of any event  referred to in  subsections  (a)
through (g), inclusive, of Section 5.3 hereof.

                     ARTICLE VI. COVENANTS AND SUBORDINATION

SECTION 6.1. Subordination.

     This  Guarantee  Agreement will  constitute an unsecured  obligation of the
Guarantor and will rank subordinate and junior in right of payment to all Senior
Indebtedness  (as defined in the  Indenture) of the Guarantor to the same extent
and in the same  manner set forth in the  Indenture  with  respect to the Junior
Subordinated  Debentures,  and the  provisions  of Article XIII of the Indenture
will apply, mutatis mutandis, to the obligations of the Guarantor hereunder. The
obligations of the Guarantor  hereunder do not constitute Senior Indebtedness of
the Guarantor.

SECTION 6.2. Pari Passu Guarantees.

     The obligations of the Guarantor under this Guarantee  Agreement shall rank
pari passu with any similar  guarantee  agreements  issued by the  Guarantor  on
behalf of the holders of Trust  Securities  issued by the Issuer  Trust and with
any other security,  guarantee or other  obligation that is expressly  stated to
rank pari passu  with the  obligations  of the  Guarantor  under this  Guarantee
Agreement.

                            ARTICLE VII. TERMINATION

SECTION 7.1. Termination.

     This  Guarantee  Agreement  shall  terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Outstanding  Capital
Securities,  (ii) the  distribution  of Junior  Subordinated  Debentures  to the
Holders in exchange for all of the Outstanding  Capital Securities or (iii) full
payment  of the  amounts  payable  in  accordance  with  Article IX of the Trust
Agreement upon liquidation of the Issuer Trust.  Notwithstanding  the foregoing,
this Guarantee Agreement will continue to be effective or will be reinstated, as
the case may be, if at any time any Holder is required to restore payment of any
sums paid under the Capital Securities or this Guarantee Agreement.

                                      -15-

<PAGE>


                           ARTICLE VIII. MISCELLANEOUS

SECTION 8.1. Successors and Assigns.

     All guarantees and agreements  contained in this Guarantee  Agreement shall
bind  the   successors,   assigns,   receivers,   conservators,   trustees   and
representatives  of the  Guarantor and shall inure to the benefit of the Holders
of  the  Capital  Securities  then  outstanding.  Except  in  connection  with a
consolidation,  merger or sale involving the Guarantor  that is permitted  under
Article  VIII of the  Indenture  and  pursuant to which the  assignee  agrees in
writing to perform the Guarantor's  obligations  hereunder,  the Guarantor shall
not assign its obligations  hereunder,  and any purported assignment that is not
in accordance with these provisions shall be void.

SECTION 8.2. Amendments.

     Except with respect to any changes that do not materially  adversely affect
the rights of the  Holders  (in which case no  consent  of the  Holders  will be
required),  this Guarantee Agreement may only be amended with the prior approval
of the Holders of not less than a Majority in Liquidation  Amount of the Capital
Securities.  The  provisions  of  Article VI of the Trust  Agreement  concerning
meetings of the Holders shall apply to the giving of such approval.

SECTION 8.3. Notices.

     Any notice,  request or other  communication  required or  permitted  to be
given  hereunder  shall be in  writing,  duly  signed by the party  giving  such
notice,  and  delivered,  telecopied  (confirmed by delivery of the original) or
mailed by first class mail as follows:

          (a) if given to the Guarantor,  to the address or telecopy  number set
     forth below or such other address or telecopy number or to the attention of
     such other Person as the Guarantor may give notice to the Holders:

                           Florida Community Banks, Inc.
                           1400 North 15th Street
                           Immokalee, Florida 34142
                           Facsimile No.:  (239) 657-8482
                           Attention:  Thomas V. Ogletree

          (b) if given to the Issuer Trust, in care of the Guarantee Trustee, at
     the Issuer Trust's (and the Guarantee Trustee's) address set forth below or
     such other  address or telecopy  number or to the  attention  of such other
     Person as the  Guarantee  Trustee  on behalf of the  Issuer  Trust may give
     notice to the Holders:

                                      -16-
<PAGE>



                           FCBI Capital Trust I
                           1400 North 15th Street
                           Immokalee, Florida 34142
                           Facsimile No.:  (239) 657-8482
                           Attention:  Thomas V. Ogletree

                  with a copy to:

                           Wilmington Trust Company
                           1100 North Market Street
                           Wilmington, Delaware  19890-0001
                           Facsimile No.:  (302) 636-4140
                           Attention:  Corporate Trust Administration

                    (c) if given to the Guarantee Trustee:

                           Wilmington Trust Company
                           1100 North Market Street
                           Wilmington, Delaware  19890-0001
                           Facsimile No.:  (302) 636-4140
                           Attention:  Corporate Trust Administration

                    (d) if given to any Holder of  record,  at the  address  set
               forth on the books and records of the Issuer Trust.

     All notices  hereunder  shall be deemed to have been given when received in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

SECTION 8.4. Benefit.

     This  Guarantee  Agreement  is solely for the benefit of the Holders and is
not separately transferable from the Capital Securities.

SECTION 8.5. Interpretation.

     In this Guarantee Agreement, unless the context otherwise requires:

          (a) capitalized terms used in this Guarantee Agreement but not defined
     in the preamble  hereto have the  respective  meanings  assigned to them in
     Section 1.1;

                                      -17-

<PAGE>

          (b) a term defined  anywhere in this Guarantee  Agreement has the same
     meaning throughout;

          (c) all  references to "the  Guarantee  Agreement" or "this  Guarantee
     Agreement" are to this  Guarantee  Agreement as modified,  supplemented  or
     amended from time to time;

          (d) all  references  in  this  Guarantee  Agreement  to  Articles  and
     Sections are to Articles and Sections of this  Guarantee  Agreement  unless
     otherwise specified;

          (e) a term  defined in the Trust  Indenture  Act has the same  meaning
     when used in this  Guarantee  Agreement  unless  otherwise  defined in this
     Guarantee Agreement or unless the context otherwise requires;

          (f) a reference  to the  singular  includes the plural and vice versa;
     and

          (g) the  masculine,  feminine  or neuter  genders  used  herein  shall
     include the masculine, feminine and neuter genders.

SECTION 8.6. Governing Law.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF NEW YORK  WITHOUT  REGARD  TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.

SECTION 8.7. Counterparts.

     This  instrument  may be  executed in any number of  counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

                            [Signatures on Next Page]

                                      -18-
<PAGE>



     THIS  GUARANTEE  AGREEMENT  is  executed as of the day and year first above
written.


                         FLORIDA COMMUNITY BANKS, INC.,
                                  as Guarantor


                          By:      /s/ Thomas V. Ogletree
                              --------------------------------------------------
                              Name: Thomas V. Ogletree
                              Title: Chief Financial Officer




                            WILMINGTON TRUST COMPANY,
            as Guarantee Trustee, and not in its individual capacity


                          By:      /s/ Kathleen A. Pedelini
                              --------------------------------------------------
                              Name: Kathleen A. Pedelini
                              Title:  Administrative Account Manager


                                      -19-