EXHIBIT 10.1



                               FLORIDA BANKS, INC.

                            3,000 Capital Securities


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


                               PLACEMENT AGREEMENT

                              --------------------

                                                                   June 16, 2003



FTN Financial 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 III, a Connecticut statutory
trust (the "Trust," and hereinafter  together with the Company, the "Offerors"),
hereby confirm their agreement (this  "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
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(as defined in Section 2.3.1 hereof) 3,000 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  X, 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 (as defined in Section  2.3.1
hereof), 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 U.S. Bank National  Association  ("U.S.  Bank"), as
trustee  (the  "Guarantee  Trustee"),  for 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  $3,093,000.00

<PAGE>

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 U.S. Bank, 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 U.S.  Bank,  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
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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 June 26, 2003,  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 June 30, 2003
-------
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.

     2.3.3.   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.




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<PAGE>

     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
FTN Financial  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;  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 June 30, 2003, 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,  7.5 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, 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
-----------
Shipman & Goodwin 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,  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


                                       3
<PAGE>

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  substantively
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
Opinions  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  as described in this  Agreement  and
pursuant  to the  Subscription  Agreement  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  conditions  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 or similar  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
Offerors  in  connection  with  the  issuance,  offer  and  sale of the  Capital


                                       4
<PAGE>

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.  Except as set
                  ----------------------------------------------
forth on the Disclosure  Schedule (as defined in Section 11.1) attached  hereto,
if any,  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 under the Securities Act
of any of the Capital Securities, the Guarantee or the Debentures (collectively,
the  "Securities") or any other securities to be issued, or which may be issued,
by the Purchaser.

          (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,  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.



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<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
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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 this
Agreement  or  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  (as defined in Section 5.11 hereof)  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, singly or in the aggregate, 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 one or more
effects that  individually  or in the  aggregate are material and adverse to the
Offeror's ability to consummate the transactions  contemplated  herein or in the
Operative  Documents  or any one or more  effects  that  individually  or in the
aggregate  are 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(w) 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 Subsidiary to be so qualified would not, singly or in the aggregate,
have a Material  Adverse  Effect.  All of the issued and  outstanding  shares of
capital stock of the Significant  Subsidiaries (a) have been duly authorized and
are validly  issued,  (b) are fully paid and  nonassessable,  and (c) are wholly
owned,  directly or  indirectly,  by the Company  free and clear of any security
interest,  mortgage,  pledge,  lien,  encumbrance,  restriction  upon  voting or
transfer, preemptive rights, claim, equity or other defect.

     5.11.  Permits.  The  Company and each of its  subsidiaries  (as defined in
            -------
Section  1-02(x) of Regulation S-X to the Securities  Act) (the  "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,  singly or in the


                                       7
<PAGE>

aggregate,  have a Material  Adverse Effect,  and neither the Company nor any of
its  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,  singly or in the aggregate,  have a Material Adverse
Effect;  and the  Company  and  its  Subsidiaries  are in  compliance  with  all
applicable laws,  rules,  regulations and orders and consents,  the violation of
which would, singly or in the aggregate, have a Material Adverse Effect.

     5.12. Conflicts,  Authorizations and Approvals. Neither the Company nor any
           ----------------------------------------
of its Subsidiaries is in violation of its respective articles or certificate of
incorporation,  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 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 the Company or any of its Subsidiaries is
subject,  the effect of which  violation or default in performance or observance
would have, singly or in the aggregate, 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,  2002  and  December  31,  2001  and  related
consolidated income statements and statements of changes in shareholders' equity
for the 3 years ended December 31, 2002 together with the notes thereto, and the
consolidated  balance  sheets of the Company and all of its  Subsidiaries  as of
March 31, 2003 and the related  consolidated income statements and statements of
changes in shareholders'  equity for the 3 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 respects in accordance with generally  accepted  accounting  principles
and any other  applicable  legal and  accounting  requirements  and reflect only
actual transactions.

          (b) The  information  in the  Company's  report on form FR Y-9C  dated
March 31,  2003 (the "FR Y-9C")  previously  provided  to the  Placement  Agents
fairly presents in all material  respects the financial  position of the Company
and all of its Subsidiaries as of such date.

          (c) Since the respective dates of the Financial  Statements and the FR
Y-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.



                                       8
<PAGE>

          (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.  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
subject to any  directive  by, or has been since January 1, 2000, a recipient of
any  supervisory  letter from, or since  January 1, 2000,  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 ability or authority to pay dividends or make  distributions to
their  shareholders  or make  payments  of  principal  or interest on their debt
obligations,   their   management  or  their   business   (each,  a  "Regulatory
Agreement"),  nor has the Company or any of its Subsidiaries  been advised since
January 1, 2000,  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 Subsidiaries.

     5.16.  No Material  Change.  Since  December  31,  2002,  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  Company or its  Subsidiaries  on a  consolidated  basis,  whether or not
arising in the ordinary course of business.

     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  and  (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.

     5.18. Litigation. No charge,  investigation,  action, suit or proceeding is
           ----------
pending or, to the knowledge of the Offerors,  threatened,  against or affecting
the Company or its Subsidiaries 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,  singly  or in the
aggregate, 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


                                       9
<PAGE>

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:

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

          (a) FTN  Financial  Capital  Markets is a division of First  Tennessee
Bank  National  Association,  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. FTN Financial 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 FTN Financial 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


                                       10
<PAGE>

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 the  Purchaser  is aware that (a) such sale is
being made in reliance on an exemption  under the  Securities Act and (b) future
transfers of the Capital  Securities  will not be made except in compliance with
applicable securities laws.

     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,
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  Securities 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  (i) because any  condition set forth in
Section 3 hereof is not satisfied, or (ii) 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,  other than the Placement Agents,  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).


                                       11
<PAGE>

     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
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


                                       12
<PAGE>

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
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  National  Association  (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,


                                       13
<PAGE>

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
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


                                       14
<PAGE>

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. Disclosure Schedule.  The term "Disclosure Schedule," as used herein,
           -------------------
means the schedule, if any, attached to this Agreement that sets forth items the
disclosure of which is necessary or  appropriate  as an exception to one or more
representations or warranties contained in Section 5 hereof;  provided, that any
item set forth in the Disclosure Schedule as an exception to a representation or
warranty shall be deemed an admission by the Offerors that such item  represents
an exception, fact, event or circumstance that is reasonably likely to result in
a  Material  Adverse  Effect.  The  Disclosure  Schedule  shall be  arranged  in
paragraphs  corresponding to the section numbers contained in Section 5. Nothing
in the Disclosure  Schedule shall be deemed adequate to disclose an exception to
a  representation  or  warranty  made  herein  unless  the  Disclosure  Schedule
identifies  the  exception  with  reasonable  particularity  and  describes  the
relevant  facts in reasonable  detail.  Without  limiting the  generality of the
immediately  preceding sentence,  the mere listing (or inclusion of a copy) of a
document or other item in the Disclosure  Schedule shall not be deemed  adequate
to disclose an exception to a representation  or warranty made herein unless the
representation or warranty has to do with the existence of the document or other
item  itself.  Information  provided  by the  Company  in  response  to any  due
diligence  questionnaire shall not be deemed part of the Disclosure Schedule and
shall  not be  deemed  to be an  exception  to one or  more  representations  or
warranties contained in Section 5 hereof unless such information is specifically
included on the  Disclosure  Schedule in accordance  with the provisions of this
Section 11.1.

     11.2.  Legal  Expenses.  At Closing,  the Placement  Agents shall provide a
            ---------------
credit for the  Offerors'  transaction-related  legal  expenses in the amount of
$10,000.00.

     11.3. 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,
first-class mail, telex,  telecopier or overnight air courier  guaranteeing next
day delivery:

         if to the Placement Agents, to:

                                  FTN Financial 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




                                       15
<PAGE>

         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
                                  787 7th Avenue
                                  New York, New York  10019
                                  Telecopier:  212-839-5599
                                  Telephone:  212-839-5300
                                  Attention:  Renwick Martin, Esq.

         if to the Offerors, to:

                                  Florida Banks, Inc.
                                  5210 Belfort Road
                                  Jacksonville, Florida  32256
                                  Telecopier:  904-296-2820
                                  Telephone:  904-332-7772
                                  Attention:  T. Edwin Stinson, Jr.

         with a copy to:

                                  Akerman Senterfitt
                                  One Southeast Third Avenue
                                  28th Floor
                                  Miami, Florida  33131
                                  Telecopier:  305-374-5095
                                  Telephone:  305-982-5605
                                  Attention:  Martin T. Schrier, Esq.

     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.

     11.4. 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.



                                       16
<PAGE>

     11.5. 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.

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

     11.7.  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.

     11.8.  Entire  Agreement.  This  Agreement,  together  with  the  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 Operative  Documents and the other
documents  delivered in connection  with the  transaction  contemplated  by this
Agreement,  supersedes  all prior  agreements  and  understandings  between  the
parties with respect to such subject matter.

     11.9.  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.

     11.10. 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 following 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:  /s/  T. Edwin Stinson, Jr.
                                         ---------------------------------------
                                      Name:  T. Edwin Stinson, Jr.
                                           -------------------------------------
                                      Title:  Chief Financial Officer
                                            ------------------------------------


                                      FLORIDA BANKS STATUTORY TRUST III


                                      By:  /s/  T. Edwin Stinson, Jr.
                                         ---------------------------------------
                                      Name:  T. Edwin Stinson, Jr.
                                           -------------------------------------
                                      Title:  Administrator



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


FTN FINANCIAL CAPITAL MARKETS,
a division of First Tennessee Bank National Association,
as a Placement Agent


By:  /s/ James D. Wingett
   -----------------------------------------------------
Name:  James D. Wingett
     ---------------------------------------------------
Title:  Senior Vice President
      --------------------------------------------------


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


By:  /s/ Peter J. Wirth
   -----------------------------------------------------
Name:  Peter J. Wirth
     ---------------------------------------------------
Title:  Managing Director
      --------------------------------------------------




                                       18
<PAGE>


                                    EXHIBIT A
                                    ---------

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

                        FLORIDA BANKS STATUTORY TRUST III
                               FLORIDA BANKS, INC.

                             SUBSCRIPTION AGREEMENT

                                  June 26, 2003

     THIS  SUBSCRIPTION  AGREEMENT (this  "Agreement")  made among Florida Banks
Statutory  Trust  III  (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,
Jacksonville, Florida 32256 (the "Company" and, collectively with the Trust, the
"Offerors"), and Preferred Term Securities X, Ltd. (the "Purchaser").

                                    RECITALS:

     A. The Trust desires to issue 3,000 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,  U.S.  Bank  National
Association ("U.S. Bank"), 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
U.S. Bank, 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 U.S. Bank, 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 Agreement,  the Purchaser  hereby agrees to
purchase from the Trust 3,000  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 June 26, 2003, or
such other business day as may be designated by the  Purchaser,  but in no event
later than June 30, 2003 (the "Closing  Date").  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.


                                      A-1
<PAGE>

     1.3.  The  Placement  Agreement,   dated  June  16,  2003  (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.

     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,  has had the  opportunity  to ask
questions of, and receive answers and request  additional  information from, the
Offerors  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


                                      A-2
<PAGE>

required for the  performance  by the  Purchaser of its  obligations  under this
Agreement or to consummate the transactions contemplated herein.

     2.7. The Purchaser  represents  and warrants  that this  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  Agreement;  and (ii) the
execution,  delivery and performance of and compliance with this 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
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 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.

                                  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
                                            Jacksonville, Florida  32256
                                            Attention:  T. Edwin Stinson, Jr.
                                            Fax:  904-296-2820

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



                                      A-3
<PAGE>

     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.

     3.7. 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 Offerors' and the  Purchaser's  rights and  privileges
shall be enforceable to the fullest extent permitted by law.

                     Signatures appear on the following page








                                      A-4
<PAGE>



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



PREFERRED TERM SECURITIES X, LTD.


By:
   --------------------------------------------------
Print Name:
            -----------------------------------------
Title:
       ----------------------------------------------

     IN WITNESS WHEREOF,  this 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 III


                                  By:
                                     -------------------------------------------

                                  Name:
                                       -----------------------------------------

                                  Title:  Administrator







                                      A-5
<PAGE>


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

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

                                  June 26, 2003

Preferred Term Securities X, Ltd.                  FTN Financial Capital Markets
c/o Maples Finance Limited                         845 Crossover Lane, Suite 150
P. O. Box 1093 GT                                  Memphis, Tennessee  38117
Queensgate House
South Church Street                                Keefe, Bruyette & Woods, Inc.
George Town, Grand Cayman                          787 7th Avenue
Cayman Islands                                     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 June 16,
2003,  (the  "Placement  Agreement"),  between the  Company  and  Florida  Banks
Statutory  Trust III (the  "Trust"),  on one  hand,  and FTN  Financial  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 X, Ltd. (the "Purchaser"),  $3,000,000.00  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
meanings 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.

     As used  herein,  the  phrase  "to our  knowledge"  or "to the  best of our
knowledge" or other similar  phrase means the actual  knowledge of the attorneys
who have had active involvement in the transactions  described above or who have
prepared  or  signed  this  opinion  letter,   or  who  otherwise  have  devoted
substantial attention to legal matters for the Company.

     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 is validly  existing and in good standing  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.  Each  of  the  Significant
Subsidiaries  is 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, and are owned of record and beneficially, directly or indirectly, by
the Company.

     2. The issuance, sale and delivery of the Debentures in accordance with the
terms and conditions of the Placement Agreement and the Operative Documents have
been duly authorized by all necessary actions of the Company. The issuance, sale
and  delivery  of the  Debentures  by the  Company  and the  issuance,  sale and
delivery of the Trust Securities by the Trust do not give rise to any 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. To the best of our knowledge,  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,  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 (i) 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,  or (ii) conflict  with,
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 (A) the  Articles  of  Incorporation  or Charter,

                                     B-1-2
<PAGE>

By-Laws or other governing documents of the Company or its Subsidiaries,  or (B)
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 (C)
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 the case of each of
(i) or  (ii)  above,  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 their  Subsidiaries
are or may be a party,  and (ii) no  action,  suit or  proceeding  is pending or
threatened  against or affecting  the Offerors or their  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 their Subsidiaries on a consolidated basis.

     9. Assuming the truth and accuracy of the representations and warranties of
the  Placement  Agents  in the  Placement  Agreement  and the  Purchaser  in the
Subscription  Agreement,  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
within the meaning of the  Investment  Company Act of 1940, as amended,  without
regard to Section 3(c) of such Act.

     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 Significant 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  Shipman & Goodwin  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, in all respects material to this opinion,  are substantively  identical to
the laws of the State of Florida, without regard to conflict of law provisions.



                                     B-1-3
<PAGE>

     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 III (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"),  U.S. Bank National Association, a national
banking association ("U.S. Bank"), in its capacity as Institutional Trustee (the
"Institutional  Trustee"), and Charles E. Hughes, Jr., T. Edwin Stinson, Jr. and
Perry Kenner, 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 June 16, 2003 (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 U.S. Bank,
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 filed with the Secretary of State
                     of the State of Connecticut dated June 10, 2003; 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 June 11, 2003 (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 U.S.  Bank,  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.

     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 us, 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 U.S. Bank, 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
          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


                                     B-2-2
<PAGE>

          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  U.S.  Bank,  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 U.S.  Bank,  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,  U.S. Bank 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 U.S. Bank,
          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 U.S. Bank, 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 U.S. Bank, 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.

               (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,  9-602, 9-603 or other provisions of the Uniform
          Commercial  Code  ("UCC")  of the  State,  (v) the  grant of powers of

                                     B-2-3
<PAGE>

          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 have  made no  examination  of,  and no  opinion  is given
          herein as to the Trustee's or the Trust's title to or other  ownership
          rights in, or the existence of any liens,  charges or encumbrances on,
          or  adverse  claims  against,  any  asset  or  property  held  by  the
          Institutional  Trustee or the  Trust.  We express no opinion as to the
          creation,  validity,   attachment,   perfection  or  priority  of  any
          mortgage,  security  interest or lien in any asset or property held by
          the Institutional Trustee or the Trust.

               (i) 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.

               (j) 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 U.S.
Bank  and the  Institutional  Trustee  enforceable  against  U.S.  Bank  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.

     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

                                     B-2-4
<PAGE>

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  State 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 State
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 under Subpart E, Part I of Subchapter J of the Internal  Revenue
Code of 1986, as amended, 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.

     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,



                                                     SHIPMAN & GOODWIN LLP



                                     B-2-5
<PAGE>



                                   SCHEDULE I


         U.S. Bank National Association

         FTN Financial Capital Markets

         Keefe, Bruyette & Woods, Inc.

         Preferred Term Securities X, Ltd.

         Preferred Term Securities X, Inc.

         Lewis, Rice & Fingersh, L.C.

         Florida Banks, Inc.

         Akerman Senterfitt









                                     B-2-6
<PAGE>


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

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

                                 (See Tab No. 6)











                                     B-2-7
<PAGE>


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

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


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

Florida Banks Statutory Trust III
c/o Florida Banks, Inc.
5210 Belfort Road
Jacksonville, Florida  32256

FTN Financial 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 III 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 III, 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"),  U.S. Bank  National  Association,  as  institutional  trustee,  and
Charles  E.  Hughes,   Jr.,  T.  Edwin  Stinson,   Jr.  and  Perry  Kenner,   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 U.S. Bank 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 U.S.  Bank  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 June 16, 2003 prepared by Preferred Term Securities
X, Ltd., an entity formed under the  Companies  Law of the Cayman  Islands,  and
Preferred Term Securities X, 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
upon the opinion of Shipman & Goodwin 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

                                     B-3-1
<PAGE>

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
               of the Company 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 III (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,  any interest paid
on the Debentures to the extent not distributed,  proceeds of the Debentures, or
any of the foregoing.

     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 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.


                                     B-3-3
<PAGE>

     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:  June 20, 2003                        By:  _______________________________

                                                 Title:   ______________________




                                     B-3-4
<PAGE>


                                    EXHIBIT C
                                    ---------

                            SIGNIFICANT SUBSIDIARIES
                            ------------------------

Florida Bank, N.A.














                                      C-1
<PAGE>

                                    EXHIBIT D
                                    ---------

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


Preferred Term Securities X, Ltd.
c/o The Bank of New York
Collateralized Debt Obligation Group
101 Barclay Street, 8E
New York, New York  10286
Attention:  Franco B. 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

NO ADJUSTMENT SHOULD BE MADE TO BALANCE SHEET ITEMS

                                       D-1
<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-Adjusted
Risk Weighted Assets     Schedule HC-R                                       Assets
------------------------------------------------------------------------------------------------------------------------------------
Ratio    of     Double   (BHCP0365)/(BHCP3210)                               Total equity investments in subsidiaries divided by the
Leverage                 Schedule PC  in the LP                              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-BHCK3507+BHCK2744)/     Total Nonperforming Assets (NPLs+Foreclosed Real
to Loans and OREO        (BHCK2122+BHCK2744 Schedules HC-C, HC-M & HC-N      Estate+Other  Nonaccrual  &  Repossessed Assets)/ Total
                                                                             Loans + Foreclosed Real Estate
------------------------------------------------------------------------------------------------------------------------------------
Ratio of  Reserves  to   (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+BHCK5526-    Total  Loan  Loss and Allocated Transfer Risk Reserves/
Non-Performing Loans     BHCK3507) Schedules HC & HC-N                       Total Nonperforming Loans (Nonaccrual + Restructured)
------------------------------------------------------------------------------------------------------------------------------------
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+BHCK3516+BHCK3401+    (Net Interest Income Fully Taxable Equivalent,  if
                         BHCKB985 Schedules HI Memorandum and HC-K           available / Average Earning Assets)
------------------------------------------------------------------------------------------------------------------------------------
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 of
Assets                   Schedule HC                                         Reserve)/ Total Assets
------------------------------------------------------------------------------------------------------------------------------------
Ratio   of   Loans  to   (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+    Total) Loans & Leases (Net of Unearned Income & Gross
Deposits                 BHFN6636 Schedule HC                                of  Reserve) / Total  Deposits  (Includes  Domestic and
                                                                             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 and
                         Schedule HI                                         other  adjustments  and extraordinary items; and  other
                                                                             adjustments, net of income taxes.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




                                      D-2