Exhibit 10.8

                 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT

                                 BY AND BETWEEN

                             Florida Banks, Inc. AND

                     Wells Fargo Bank, National Association

                          Effective as of June 27, 2002

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
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                                                                                                            Page
<S>                                                                                                          <C>
ARTICLE I             DEFINITIONS AND INTERPRETATION..........................................................1

         Section 1.1           Definitions and Interpretation.................................................1

ARTICLE II            TRUST INDENTURE ACT.....................................................................5

         Section 2.1           Indenture Act; Application.....................................................5

         Section 2.2           Lists of Holders of Securities.................................................5

         Section 2.3           Reports by the Trust Preferred Guarantee Trustee...............................5

         Section 2.4           Reports to Trust Preferred Guarantee Trustee...................................6

         Section 2.5           Evidence of Compliance with Conditions Precedent...............................6

         Section 2.6           Event of Default; Waiver.......................................................6

         Section 2.7           Event of Default; Notice.......................................................6

         Section 2.8           Conflicting Interests..........................................................7

ARTICLE III           POWERS, DUTIES AND RIGHTS OF TRUST PREFERRED GUARANTEE TRUSTEE..........................7

         Section 3.1           Powers and Duties of the Trust Preferred Guarantee Trustee.....................7

         Section 3.2           Certain Rights of Trust Preferred Guarantee Trustee............................9

         Section 3.3           Not Responsible for Recitals or Issuance of Guarantee.........................11

ARTICLE IV            TRUST PREFERRED GUARANTEE TRUSTEE......................................................11

         Section 4.1           Trust Preferred Guarantee Trustee; Eligibility................................11

         Section 4.2           Appointment, Removal and Resignation of Trust Preferred Guarantee Trustees....12

ARTICLE V             GUARANTEE..............................................................................13

         Section 5.1           Guarantee.....................................................................13

         Section 5.2           Waiver of Notice and Demand...................................................13

         Section 5.3           Obligations not Affected......................................................13

         Section 5.4           Rights of Holders.............................................................14

         Section 5.5           Guarantee of Payment..........................................................14

         Section 5.6           Subrogation...................................................................14

         Section 5.7           Independent Obligations.......................................................15

ARTICLE VI            LIMITATION OF TRANSACTIONS; SUBORDINATION..............................................15
</TABLE>


                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
                                                                                                            Page
<S>                                                                                                          <C>
         Section 6.1           Limitation of Transactions....................................................15

         Section 6.2           Ranking.......................................................................16

ARTICLE VII           TERMINATION............................................................................16

         Section 7.1           Termination...................................................................16

ARTICLE VIII          INDEMNIFICATION........................................................................16

         Section 8.1           Exculpation...................................................................16

         Section 8.2           Indemnification...............................................................17

ARTICLE IX            MISCELLANEOUS..........................................................................17

         Section 9.1           Successors and Assigns........................................................17

         Section 9.2           Amendments....................................................................17

         Section 9.3           Notices.......................................................................18

         Section 9.4           Benefit.......................................................................18

         Section 9.5           Governing Law.................................................................18
</TABLE>


                                      -ii-

                 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT

     THIS TRUST PREFERRED  SECURITIES GUARANTEE AGREEMENT (this "Trust Preferred
Securities Guarantee"), effective as of June 27, 2002, is executed and delivered
by Florida Banks, Inc., a Florida corporation (the "Guarantor"), and Wells Fargo
Bank,  National   Association,   as  trustee  (the  "Trust  Preferred  Guarantee
Trustee"),  for the benefit of the Holders (as defined herein) from time to time
of the Trust  Preferred  Securities (as defined herein) of Florida Banks Capital
Trust I, a Delaware statutory business trust (the "Trust").

                                    RECITALS

     WHEREAS,  pursuant to an Amended and Restated  Trust  Agreement (the "Trust
Agreement"),  effective  as of June 27,  2002,  among the  trustees of the Trust
named therein, the Guarantor, as depositor, and the holders from time to time of
undivided  beneficial interests in the assets of the Trust, the Trust is issuing
on the date hereof up to Four Thousand (4,000) preferred  securities,  having an
aggregate  liquidation  amount of Four Million  Dollars  ($4,000,000),  and such
preferred  securities  being  designated  the  Floating  Rate  Cumulative  Trust
Preferred Securities (the "Trust Preferred Securities");

     WHEREAS,  as  incentive  for the  Holders to purchase  the Trust  Preferred
Securities,  the Guarantor desires  irrevocably and unconditionally to agree, to
the extent set forth in this Trust Preferred Securities Guarantee, to pay to the
Holders of the Trust  Preferred  Securities  the Guarantee  Payments (as defined
herein) and to make certain other payments on the terms and conditions set forth
herein.

     NOW,  THEREFORE,  in  consideration of the purchase by each Holder of Trust
Preferred  Securities,  which purchase the Guarantor hereby agrees shall benefit
the  Guarantor,  the  Guarantor  executes  and  delivers  this  Trust  Preferred
Securities Guarantee for the benefit of the Holders.

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

     Section 1.1 Definitions and Interpretation.

          In this Trust  Preferred  Securities  Guarantee,  unless  the  context
     otherwise requires:

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

          (b) terms  defined in the Trust  Agreement as of the date of execution
     of this Trust  Preferred  Securities  Guarantee  have the same meaning when
     used in this Trust Preferred Securities Guarantee, unless otherwise defined
     in this Trust Preferred Securities Guarantee;

          (c) a  term  defined  anywhere  in  this  Trust  Preferred  Securities
     Guarantee has the same meaning throughout;

<PAGE>

          (d) all references to "the Trust  Preferred  Securities  Guarantee" or
     "this Trust  Preferred  Securities  Guarantee" are to this Trust  Preferred
     Securities  Guarantee  as  modified,  supplemented  or amended from time to
     time;

          (e) all  references in this Trust  Preferred  Securities  Guarantee to
     Articles and Sections are to Articles and Sections of this Trust  Preferred
     Securities Guarantee, unless otherwise specified;

          (f) a term defined in the Trust  Indenture Act (as defined  below) has
     the same meaning when used in this Trust  Preferred  Securities  Guarantee,
     unless otherwise  defined in this Trust Preferred  Securities  Guarantee or
     unless the context otherwise requires; and

          (g) a reference to the singular includes the plural and vice versa.

     "Affiliate"  has the same  meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.

     "Business Day" means any day other than a Saturday,  Sunday, a day on which
federal or state banking  institutions  in  Jacksonville,  Florida,  Wilmington,
Delaware or Minneapolis,  Minnesota are authorized or required by law, executive
order or regulation to close or a day on which the Corporate Trust Office of the
Trust Preferred Guarantee Trustee is closed for business.

     "Corporate Trust Office" means the office of the Trust Preferred  Guarantee
Trustee at which the corporate trust business of the Trust  Preferred  Guarantee
Trustee shall, at any particular time, be principally administered, which office
at the date of  execution  of this  Agreement  is located at 919 Market  Street,
Suite 700

Wilmington, Delaware 19801 , Attention: Corporate Trust Administration.

     "Covered  Person" means any Holder or beneficial  owner of Trust  Preferred
Securities.

     "Debentures"  means  the  Floating  Rate  Junior  Subordinated   Deferrable
Interest  Debentures  due June 30,  2032,  of the  Debenture  Issuer held by the
Property Trustee (as defined in the Trust Agreement) on behalf of the Trust.

     "Debenture  Issuer" means Florida  Banks,  Inc.,  issuer of the  Debentures
under the Indenture.

     "Event of Default"  means a default by the  Guarantor on any of its payment
or other obligations under this Trust Preferred Securities Guarantee.

     "Guarantee Payments" means the following payments or distributions, without
duplication,  with respect to the Trust Preferred Securities,  to the extent not
paid or made by the Trust:  (i) any  accumulated  and unpaid  Distributions  (as
defined  in the Trust  Agreement)  that are  required  to be paid on such  Trust
Preferred Securities, to the extent the Trust shall have funds legally available
therefor,  (ii) the  redemption  price,  including  all  accumulated  and unpaid
Distributions to the date of redemption (the "Redemption  Price"), to the extent
the  Trust has funds  legally  available  therefor,  with  respect  to any Trust
Preferred  Securities  called  for


                                      -2-

<PAGE>

redemption by the Trust, and (iii) upon a voluntary or involuntary  dissolution,
winding-up  or  termination  of the Trust  (other  than in  connection  with the
distribution  of  Debentures  to the  Holders in  exchange  for Trust  Preferred
Securities as provided in the Trust Agreement),  the lesser of (a) the aggregate
of the liquidation  amount and all accumulated and unpaid  Distributions  on the
Trust Preferred Securities to the date of payment, to the extent the Trust shall
have funds legally available therefor, and (b) the amount of assets of the Trust
remaining  legally  available for  distribution to Holders in liquidation of the
Trust (the "Liquidation Distribution").

     "Holder"  shall mean any holder,  as registered on the books and records of
the Trust,  of any Trust  Preferred  Securities;  provided,  however,  that,  in
determining  whether the holders of the requisite  percentage of Trust Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not  include  the  Guarantor  or the Trust  Preferred  Guarantee  Trustee;
provided, further, that the Trust Preferred Guarantee Trustee shall be protected
in acting on any such  request,  notice,  consent or waiver unless a Responsible
Officer of the Trust  Preferred  Guarantee  Trustee shall have actual  knowledge
that the holder of such Trust Preferred Securities is the Guarantor.

     "Indemnified  Person"  means the Trust  Preferred  Guarantee  Trustee,  any
Affiliate of the Trust Preferred Guarantee Trustee, or any officers,  directors,
shareholders,   members,   partners,   employees,   representatives,   nominees,
custodians or agents of the Trust Preferred Guarantee Trustee.

     "Indenture"  means the Indenture  effective as of June 27, 2002,  among the
Debenture Issuer and Wells Fargo Bank, National Association, as trustee, and any
indenture  supplemental  thereto  pursuant to which  certain  subordinated  debt
securities of the Debenture  Issuer are to be issued to the Property  Trustee on
behalf of the Trust.

     "Liquidation  Amount" means the stated value of $1,000 per Trust  Preferred
Security.

     "Liquidation  Distribution"  has  the  meaning  provided  therefor  in  the
definition of Guarantee Payments.

     "List of Holders"  has the  meaning  provided  therefor  in Section  2.2(a)
hereof.

     "Majority in Liquidation  Amount of the Trust Preferred  Securities"  means
the Holders of more than 50% of the  Liquidation  Amount of the  Outstanding (as
defined in the Trust Agreement) Trust Preferred Securities.

     "Officers'  Certificate"  means,  with respect to any Person, a certificate
signed by two authorized  officers of such Person, at least one of whom shall be
the  principal  executive  officer,   principal  financial  officer,   principal
accounting  officer,  treasurer  or any  vice  president  of  such  Person.  Any
Officers'  Certificate  delivered with respect to compliance with a condition or
covenant  provided  for in  this  Trust  Preferred  Securities  Guarantee  shall
include:

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


                                      -3-

<PAGE>

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

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

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

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

     "Redemption  Price" has the meaning provided  therefor in the definition of
Guarantee Payments.

     "Responsible  Officer" means, with respect to the Trust Preferred Guarantee
Trustee,  any officer within the Corporate  Trust Office of the Trust  Preferred
Guarantee  Trustee with direct  responsibility  for the  administration  of this
Trust  Preferred  Securities  Guarantee,   including  any  vice-president,   any
assistant vice-president,  any assistant secretary or other officer or assistant
officer  of  the  Trust  Preferred  Guarantee  Trustee  customarily   performing
functions similar to those performed by any of the Persons who at the time shall
be such  officers,  or to whom a corporate  trust matter is referred  because of
that officer's knowledge of and familiarity with the particular subject.

     "Securities Register" and "Securities Registrar" have the meanings provided
for each in the Trust Agreement.

     "Successor  Trust  Preferred  Guarantee  Trustee"  means a successor  Trust
Preferred  Guarantee  Trustee  possessing  the  qualifications  to act as  Trust
Preferred Guarantee Trustee under Section 4.1 hereof.

     "Trust Agreement" has the meaning provided therefor in the Recitals hereof.

     "Trust  Indenture  Act"  means  the  Trust  Indenture  Act of  1939  or any
successor statute thereto, in each case as amended from time to time.

     "Trust  Preferred  Guarantee  Trustee"  means Wells  Fargo  Bank,  National
Association,  in its capacity as trustee under this Trust  Preferred  Securities
Guarantee until a Successor Trust Preferred Guarantee Trustee has been appointed
and has accepted such appointment  pursuant to the terms of this Trust Preferred
Securities  Guarantee and thereafter  means each such Successor  Trust Preferred
Guarantee Trustee.


                                      -4-

<PAGE>

                                   ARTICLE II

                               TRUST INDENTURE ACT

     Section 2.1 Indenture Act; Application.

          (a) Unless and until the  Indenture is required to be qualified  under
     the Trust  Indenture Act so that the provisions  thereof are applicable (i)
     the  provisions  of the  Trust  Indenture  Act do not  apply to this  Trust
     Preferred   Securities  Guarantee  and  are  not  given  effect;  and  (ii)
     notwithstanding  any other provision set forth herein,  the Trust Preferred
     Guarantee  Trustee shall not be liable for its own simple  negligence,  but
     shall only be liable for its own gross negligence.

          (b) If and to the extent that any  provision  of this Trust  Preferred
     Securities Guarantee limits, qualifies or conflicts with the duties imposed
     by Section  310 to 317,  inclusive,  of the Trust  Indenture  Act,  and the
     Indenture is then required to be qualified under the Trust Indenture Act so
     that the  provisions  thereof are  applicable,  such  imposed  duties shall
     control.

     Section 2.2 Lists of Holders of Securities.

          (a) In the event the Trust Preferred Guarantee Trustee is not also the
     Securities  Registrar,  the  Guarantor  shall  provide the Trust  Preferred
     Guarantee  Trustee  with a  list,  in  such  form  as the  Trust  Preferred
     Guarantee Trustee may reasonably require, of the names and addresses of the
     Holders  ("List of  Holders")  as of the date (i) within five (5)  Business
     Days after March 15, June 15, September 15 and December 15, and (ii) at any
     other time within 30 days of receipt by the Guarantor of a written  request
     for a List of Holders as of a date no more than 15 days before such List of
     Holders is given to the Trust Preferred Guarantee Trustee;  provided,  that
     the Guarantor shall not be obligated to provide such List of Holders at any
     time the List of  Holders  does not  differ  from the most  recent  List of
     Holders given to the Trust  Preferred  Guarantee  Trustee by the Guarantor.
     The Trust  Preferred  Guarantee  Trustee  may  destroy  any List of Holders
     previously given to it on receipt of a new List of Holders.

          (b) If applicable,  the Trust Preferred Guarantee Trustee shall comply
     with its obligations  under Sections  311(a),  311(b) and Section 312(b) of
     the Trust Indenture Act.

     Section 2.3 Reports by the Trust Preferred Guarantee Trustee.

          (a) On or  before  July 15 in  each  year in  which  any of the  Trust
     Preferred Securities are Outstanding, the Trust Preferred Guarantee Trustee
     shall transmit by mail,  first class postage  prepaid,  to the Holders,  as
     their names and  addresses  appear upon the  Securities  Register,  a brief
     report  dated as of the  preceding  May 15, if and to the  extent  required
     under Section  313(a) of the Trust  Indenture  Act, if applicable (it being
     understood  that no such report shall be required if none of the events set
     forth in Section 313(a) of the Trust  Indenture Act has occurred during the
     period  to  which  such  report  would  relate).


                                      -5-

<PAGE>

          (b) The Trust  Preferred  Guarantee  shall comply with Sections 313(b)
     and 313(c) of the Trust Indenture Act, if applicable.

          (c) A copy of each such report shall, at the time of such transmission
     to the Holders,  be filed by the Trust Preferred Guarantee Trustee with the
     Company,   with  each  stock   exchange   or   applicable   self-regulatory
     organization  upon which any Trust  Preferred  Securities are listed (if so
     listed) and also with the Securities and Exchange  Commission.  The Company
     agrees  to notify  the Trust  Preferred  Guarantee  Trustee  when any Trust
     Preferred   Securities  become  listed  on  any  stock  exchange  or  other
     applicable self-regulatory organization.

     Section 2.4 Reports to Trust Preferred Guarantee Trustee.

     If applicable, the Guarantor shall provide to the Trust Preferred Guarantee
Trustee such  documents,  reports and information as required by Section 314 (if
any)  and the  compliance  certificate  required  by  Section  314 of the  Trust
Indenture  Act in the form,  in the manner and at the times  required by Section
314 of the Trust Indenture Act.

     Section 2.5 Evidence of Compliance with Conditions Precedent.

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

     Section 2.6 Event of Default; Waiver.

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

     Section 2.7 Event of Default; Notice.

     The Trust Preferred  Guarantee Trustee shall, within ninety (90) days after
the  occurrence  of an Event of Default,  transmit by mail,  first class postage
prepaid, to the Holders of the Trust Preferred Securities, notices of all Events
of  Default  actually  known to a  Responsible  Officer  of the Trust  Preferred
Guarantee  Trustee,  unless such  defaults  have been cured before the giving of
such notice; provided, that, except in the case of a default by Guarantor on any
of its payment  obligations,  the Trust  Preferred  Guarantee  Trustee  shall be
protected in  withholding  such notice if and so long as the board of directors,
the executive committee or a trust committee of the directors and/or Responsible
Officers of the Trust Preferred  Guarantee Trustee in good faith determines that
the  withholding  of such notice is in the interests of the Holders of the Trust
Preferred Securities.


                                      -6-

<PAGE>

     The Trust Preferred Guarantee Trustee shall not be deemed to have knowledge
of any Event of Default unless the Trust Preferred  Guarantee Trustee shall have
received  written notice of such Event of Default,  or a Responsible  Officer of
the Trust Preferred  Guarantee  Trustee charged with the  administration  of the
Trust Agreement shall have obtained actual knowledge of such Event of Default.

     Section 2.8 Conflicting Interests.

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

                                   ARTICLE III

         POWERS, DUTIES AND RIGHTS OF TRUST PREFERRED GUARANTEE TRUSTEE

     Section 3.1 Powers and Duties of the Trust Preferred Guarantee Trustee.

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

          (b) If an Event of Default actually known to a Responsible  Officer of
     the Trust Preferred  Guarantee Trustee has occurred and is continuing,  the
     Trust  Preferred  Guarantee  Trustee  shall  enforce  this Trust  Preferred
     Securities  Guarantee for the benefit of the Holders of the Trust Preferred
     Securities.

          (c) The Trust Preferred  Guarantee  Trustee,  before the occurrence of
     any Event of Default and after the curing of all Events of Default that may
     have  occurred,  shall  undertake  to  perform  only  such  duties  as  are
     specifically  set forth in this Trust Preferred  Securities  Guarantee.  In
     case an Event of Default  has  occurred  (that has not been cured or waived
     pursuant to Section 2.6  hereof)  and is  actually  known to a  Responsible
     Officer  of the Trust  Preferred  Guarantee  Trustee,  the Trust  Preferred
     Guarantee Trustee shall exercise such of the rights and powers vested in it
     by this Trust Preferred  Securities  Guarantee,  and use the same degree of
     care and skill in its exercise thereof,  as a prudent person would exercise
     or use under the circumstances in the conduct of his or her own affairs. No
     implied  covenants  shall  be read  into  the  Trust  Preferred  Securities
     Guarantee against the Trust Preferred Guarantee Trustee.


                                      -7-

<PAGE>

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

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

               (A)  the duties and obligations of the Trust Preferred  Guarantee
                    Trustee shall be determined solely by the express provisions
                    of this Trust Preferred Securities Guarantee,  and the Trust
                    Preferred  Guarantee  Trustee shall not be liable except for
                    the  performance  of  such  duties  and  obligations  as are
                    specifically  set forth in this Trust  Preferred  Securities
                    Guarantee,  and no implied covenants or obligations shall be
                    read into this Trust Preferred  Securities Guarantee against
                    the Trust Preferred Guarantee Trustee; and

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

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

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

          (iv) no provision of this Trust Preferred  Securities  Guarantee shall
               require the Trust Preferred  Guarantee  Trustee to expend or risk
               its own funds or


                                      -8-

<PAGE>

               otherwise incur personal  financial  liability in the performance
               of any of its duties or in the  exercise  of any of its rights or
               powers,  if the Trust  Preferred  Guarantee  Trustee  shall  have
               reasonable grounds for believing that the repayment of such funds
               or liability is not  reasonably  assured to it under the terms of
               this  Trust   Preferred   Securities   Guarantee  or   indemnity,
               reasonably satisfactory to the Trust Preferred Guarantee Trustee,
               against such risk or liability is not reasonably assured to it.

     Section 3.2 Certain Rights of Trust Preferred Guarantee Trustee.

          (a)  Subject to the provisions of Section 3.1(d) hereof:

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

          (ii) Any direction or act of the Guarantor  contemplated by this Trust
               Preferred Securities Guarantee shall be sufficiently evidenced by
               an Officers' Certificate.

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

          (iv) The Trust Preferred  Guarantee  Trustee shall have no duty to see
               to any recording,  filing or  registration  of any instrument (or
               any rerecording, refiling or reregistration thereof).

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


                                      -9-

<PAGE>

          (vi) The  Trust  Preferred   Guarantee   Trustee  shall  be  under  no
               obligation  to exercise any of the rights or powers  vested in it
               by this Trust  Preferred  Securities  Guarantee at the request or
               direction of any Holder,  unless such Holder shall have  provided
               to the  Trust  Preferred  Guarantee  Trustee  such  security  and
               indemnity,   reasonably   satisfactory  to  the  Trust  Preferred
               Guarantee  Trustee,   against  the  costs,   expenses  (including
               reasonable  attorneys'  fees and expenses and the expenses of the
               Trust  Preferred   Guarantee   Trustee's   agents,   nominees  or
               custodians)  and  liabilities  that  might be  incurred  by it in
               complying   with  such  request  or  direction,   including  such
               reasonable  advances as may be requested  by the Trust  Preferred
               Guarantee  Trustee;  provided  that,  nothing  contained  in this
               Section  3.2(a)(vi) shall be taken to relieve the Trust Preferred
               Guarantee Trustee, upon the occurrence and during the continuance
               of an Event of Default,  of which the Trust  Preferred  Guarantee
               has actual  knowledge,  of its  obligation to exercise the rights
               and  powers  vested  in it by  this  Trust  Preferred  Securities
               Guarantee.

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

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

          (ix) Any action taken by the Trust Preferred  Guarantee Trustee or its
               agents  hereunder  shall bind the Holders of the Trust  Preferred
               Securities,  and the signature of the Trust  Preferred  Guarantee
               Trustee or its agents alone shall be sufficient  and effective to
               perform  any such  action.  No third  party  shall be required to
               inquire  as to the  authority  of the Trust  Preferred  Guarantee
               Trustee to so act or as to its  compliance  with any of the terms
               and provisions of this Trust Preferred Securities Guarantee, both
               of which shall be  conclusively  evidenced by the Trust Preferred
               Guarantee Trustee's or its agent's taking such action.

          (x)  Whenever in the administration of this Trust Preferred Securities
               Guarantee  the Trust  Preferred  Guarantee  Trustee shall deem it
               desirable to receive  instructions  with respect to enforcing any
               remedy or right or taking any other action  hereunder,  the Trust
               Preferred Guarantee Trustee (i) may request instructions from the
               Holders of a Majority in Liquidation


                                      -10-

<PAGE>

               Amount of the Trust Preferred  Securities,  (ii) may refrain from
               enforcing  such remedy or right or taking such other action until
               such  instructions are received,  and (iii) shall be protected in
               conclusively  relying  on or acting in good  faith in  accordance
               with such instructions.

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

     Section 3.3 Not Responsible for Recitals or Issuance of Guarantee.

     The recitals  contained in this Guarantee  shall be taken as the statements
of the Guarantor,  and the Trust Preferred Guarantee Trustee does not assume any
responsibility  for their  correctness.  The Trust Preferred  Guarantee  Trustee
makes  no  representation  as to the  validity  or  sufficiency  of  this  Trust
Preferred Securities Guarantee.

                                   ARTICLE IV

                        TRUST PREFERRED GUARANTEE TRUSTEE

     Section 4.1 Trust Preferred Guarantee Trustee; Eligibility.

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

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

          (ii) be an entity  organized and doing  business under the laws of the
               United States of America or any State or Territory  thereof or of
               the District of Columbia, or a Person permitted by the Securities
               and Exchange  Commission  to act as a resident  trustee under the
               Trust  Indenture  Act,  authorized  under  such laws to  exercise
               corporate trust powers,  having a combined capital and surplus of
               at least  $50,000,000,  and subject to supervision or examination
               by applicable federal, state, territorial or District of Columbia
               authority. If such Person publishes reports of condition at least
               annually,   pursuant  to  law  or  to  the  requirements  of  its
               supervising or examining  authority  referred to above, then, for
               the purposes of this Section 4.1(a)(ii), the combined capital and
               surplus of such Person shall be deemed to be its combined capital
               and surplus as set forth in its most recent  report of  condition
               so published.


                                      -11-

<PAGE>

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

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

     Section  4.2  Appointment,  Removal  and  Resignation  of  Trust  Preferred
Guarantee Trustees.

          (a) Subject to Section 4.2(b),  the Trust Preferred  Guarantee Trustee
     may be appointed or removed without cause at any time by the Guarantor.

          (b) The Trust  Preferred  Guarantee  Trustee  shall not be  removed in
     accordance with Section 4.2(a) until a Successor Trust Preferred  Guarantee
     Trustee has been  appointed  and has accepted such  appointment  by written
     instrument executed by such Successor Trust Preferred Guarantee Trustee and
     delivered to the Guarantor and the Trust Preferred Guarantee Trustee.

          (c) The Trust Preferred  Guarantee  Trustee  appointed to office shall
     hold office until a Successor Trust Preferred  Guarantee Trustee shall have
     been  appointed or until its removal or  resignation.  The Trust  Preferred
     Guarantee  Trustee may at any time resign  from  office  (without  need for
     prior or subsequent accounting) by an instrument in writing executed by the
     Trust  Preferred  Guarantee  Trustee and delivered to the Guarantor,  which
     resignation  shall  not  take  effect  until a  Successor  Trust  Preferred
     Guarantee  Trustee has been appointed and has accepted such  appointment by
     instrument in writing executed by such Successor Trust Preferred  Guarantee
     Trustee and delivered to the Guarantor  and the resigning  Trust  Preferred
     Guarantee Trustee.

          (d) If no Successor Trust Preferred  Guarantee Trustee shall have been
     appointed and accepted  appointment  as provided in this Section 4.2 within
     60 days after  delivery to the Guarantor of an  instrument of  resignation,
     the resigning Trust Preferred  Guarantee  Trustee may petition any court of
     competent  jurisdiction  for  appointment  of a Successor  Trust  Preferred
     Guarantee Trustee. Such court may thereupon, after prescribing such notice,
     if  any,  as it may  deem  proper,  appoint  a  Successor  Trust  Preferred
     Guarantee Trustee.

          (e) No Trust Preferred  Guarantee Trustee shall be liable for the acts
     or omissions to act of any Successor Trust Preferred Guarantee Trustee.

          (f) Upon termination of this Trust Preferred  Securities  Guarantee or
     removal or resignation of the Trust Preferred Guarantee Trustee pursuant to
     this Section 4.2, the Guarantor shall pay to the Trust Preferred  Guarantee
     Trustee  all  documented  fees  and  expenses  accrued  to the date of such
     termination, removal or resignation.


                                      -12-

<PAGE>

                                    ARTICLE V

                                    GUARANTEE

     Section 5.1 Guarantee.

     The Guarantor irrevocably and unconditionally  agrees to pay in full to the
Holders the Guarantee Payments (without  duplication of amounts theretofore paid
by the Trust), as and when due,  regardless of any defense,  right of set-off or
counterclaim  that the Trust may have or assert.  The Guarantor's  obligation to
make a Guarantee  Payment may be  satisfied  by direct  payment of the  required
amounts by the  Guarantor  to the  Holders  or by causing  the Trust to pay such
amounts to the Holders.

     Section 5.2 Waiver of Notice and Demand.

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

     Section 5.3 Obligations not Affected.

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

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

          (b) the  extension  of time for the payment by the Trust of all or any
     portion of the Distributions, Redemption Price, Liquidation Distribution or
     any other sums payable under the terms of the Trust Preferred Securities or
     the extension of time for the  performance of any other  obligation  under,
     arising  out of, or in  connection  with,  the Trust  Preferred  Securities
     (other than an extension of time for payment of  Distributions,  Redemption
     Price,  Liquidation Distribution or other sum payable that results from the
     extension of any interest payment period on the Debentures permitted by the
     Indenture);

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

          (d) the voluntary or involuntary liquidation, dissolution, sale of any
     collateral,  receivership,   insolvency,  bankruptcy,  assignment  for  the
     benefit  of  creditors,


                                      -13-

<PAGE>

     reorganization,  arrangement,  composition or  readjustment  of debt of, or
     other similar proceedings affecting,  the Trust or any of the assets of the
     Trust;

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

          (f) any  failure or omission  to receive  any  regulatory  approval or
     consent required in connection with the Trust Preferred  Securities (or the
     common  equity  securities  issued by the Trust),  including the failure to
     receive any  approval  of the Board of  Governors  of the  Federal  Reserve
     System required for the redemption of the Trust Preferred Securities;

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

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

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

     Section 5.4 Rights of Holders.

          (a)  Subject  to  Section  5.4(b),   the  Holders  of  a  Majority  in
     Liquidation  Amount of the  Trust  Preferred  Securities  have the right to
     direct the time,  method and place of conducting of any  proceeding for any
     remedy  available to the Trust  Preferred  Guarantee  Trustee in respect of
     this Trust Preferred  Securities Guarantee or exercising any trust or power
     conferred  upon the Trust  Preferred  Guarantee  Trustee  under  this Trust
     Preferred Securities Guarantee.

          (b) Any  Holder  of  Trust  Preferred  Securities  may  institute  and
     prosecute a legal proceeding  directly against the Guarantor to enforce its
     rights  under this Trust  Preferred  Securities  Guarantee,  without  first
     instituting and prosecuting a legal proceeding against the Trust, the Trust
     Preferred Guarantee Trustee or any other Person.

     Section 5.5 Guarantee of Payment.

     This Trust Preferred  Securities  Guarantee  creates a guarantee of payment
and not of collection.

     Section 5.6 Subrogation.

     The  Guarantor  shall be  subrogated  to all (if any) rights of the Holders
against  the  Trust  in  respect  of any  amounts  paid to such  Holders  by the
Guarantor under this Trust Preferred Securities  Guarantee;  provided,  however,
that the  Guarantor  shall not  (except  to the  extent  required  by  mandatory
provisions  of law) be  entitled  to enforce or  exercise  any right that it may
acquire  by  way  of  subrogation  or  any  indemnity,  reimbursement  or  other
agreement,  in all cases


                                      -14-

<PAGE>

as a result of payment under this Trust Preferred Securities  Guarantee,  if, at
the time of any such  payment,  any amounts are due and unpaid  under this Trust
Preferred Securities Guarantee.  If any amount shall be paid to the Guarantor in
violation of the preceding sentence, the Guarantor agrees to hold such amount in
trust for the Holders and to pay over such amount to the Holders.

     Section 5.7 Independent Obligations.

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

                                   ARTICLE VI

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     Section 6.1 Limitation of Transactions.

     So long as any of the Trust Preferred  Securities  remain  outstanding,  if
there  shall  have  occurred  an Event of Default  under  this  Trust  Preferred
Securities  Guarantee,  an event of  default  under the  Indenture,  an event of
default under the Trust Agreement or during an Extended  Interest Payment Period
(as defined in the Indenture), then

          (a) the Guarantor  shall not, and will not permit any  Subsidiary  to,
     declare or pay any dividends on, make any distributions with respect to, or
     redeem,  purchase,  acquire or make a liquidation  payment with respect to,
     any of its capital  stock  (other than (1)  dividends or  distributions  in
     shares of, or  options,  warrants  or rights to  subscribe  for or purchase
     shares  of,  common  stock of the  Guarantor  or such  Subsidiary,  (2) any
     declaration  of a  dividend  in  connection  with the  implementation  of a
     shareholder's  rights plan, or the issuance of stock under any such plan in
     the future,  or the  redemption or  repurchase of any such rights  pursuant
     thereto,  (3)  purchases  of common stock of the  Guarantor  related to the
     issuance of such common stock under any of the Guarantor's employee benefit
     plans  for its  directors,  officers  or  employees,  (4) as a result  of a
     reclassification  of any class or series of the  Guarantor's  capital stock
     solely into another class or series of the  Guarantor's  capital stock,  or
     (5)  declarations  or payments of dividends or  distributions  payable by a
     Subsidiary of the Guarantor to the Guarantor or any of its Subsidiaries);

          (b) the Guarantor  shall not, and will not permit any  Subsidiary  to,
     make any  payment of  interest,  principal  or  premium,  if any, or repay,
     repurchase or redeem any debt securities issued by the Guarantor which rank
     pari passu with or junior to the Debentures;

          (c) the Guarantor  shall not make any guarantee  payments with respect
     to any guarantee by the Guarantor of the debt  securities of any Subsidiary
     of the  Guarantor  if such  guarantee  ranks  pari  passu with or junior in
     interest to the Debentures;  provided,


                                      -15-

<PAGE>

     however,  that the Guarantor may make payments  pursuant to its obligations
     under the Trust Preferred Securities Guarantee; and

          (d) the Guarantor shall not redeem,  purchase or acquire less than all
     of the Outstanding  (as defined in the Indenture)  Debentures or any of the
     Trust Preferred Securities.

     Section 6.2 Ranking.

     This Trust  Preferred  Securities  Guarantee  will  constitute an unsecured
obligation  of the Guarantor  and will rank  subordinate  and junior in right of
payment to all Senior Debt, Subordinated Debt and Additional Senior Obligations,
each as defined in the  Indenture,  of the  Guarantor,  to the extent and in the
manner  set  forth  in the  Indenture,  and  the  applicable  provisions  of the
Indenture  will apply,  in all  relevant  respects,  to the  obligations  of the
Guarantor hereunder.

                                   ARTICLE VII

                                   TERMINATION

     Section 7.1 Termination.

     This Trust  Preferred  Securities  Guarantee  shall terminate (a) upon full
payment of the Redemption Price of all Trust Preferred Securities, (b) upon full
payment of the  amounts  payable in  accordance  with the Trust  Agreement  upon
dissolution  and  liquidation  of the  Trust,  or (c) upon  distribution  of the
Debentures to the Holders of the Trust Preferred Securities. Notwithstanding the
foregoing,  this Trust  Preferred  Securities  Guarantee  shall  continue  to be
effective or shall be reinstated,  as the case may be, if at any time any Holder
of Trust  Preferred  Securities  must restore payment of any sums paid under the
Trust Preferred Securities or under this Trust Preferred Securities Guarantee.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     Section 8.1 Exculpation.

          (a) No Indemnified Person shall be liable,  responsible or accountable
     in damages or  otherwise  to the  Guarantor  or any Covered  Person for any
     loss,  damage or claim incurred by reason of any act or omission  performed
     or omitted by such Indemnified Person in good faith in accordance with this
     Trust Preferred  Securities Guarantee and in a manner that such Indemnified
     Person  reasonably  believed  to be  within  the  scope  of  the  authority
     conferred on such  Indemnified  Person by this Trust  Preferred  Securities
     Guarantee or by law, except that an Indemnified  Person shall be liable for
     any such  loss,  damage or claim  incurred  by  reason of such  Indemnified
     Person's  negligence  or willful  misconduct  with  respect to such acts or
     omissions.


                                      -16-

<PAGE>

          (b) An Indemnified  Person shall be fully protected in relying in good
     faith  upon  the  records  of the  Guarantor  and  upon  such  information,
     opinions,   reports  or  statements  presented  to  the  Guarantor  or  the
     Indemnified  Person by any  Person as to  matters  the  Indemnified  Person
     reasonably  believes are within such other Person's  professional or expert
     competence  and who the  Indemnified  Person  reasonably  believes has been
     selected with reasonable  care by or on behalf of the Guarantor,  including
     information,  opinions, reports or statements as to the value and amount of
     the assets,  liabilities,  profits, losses, or any other facts pertinent to
     the existence and amount of assets from which  Distributions  to Holders of
     Trust Preferred Securities might properly be paid.

     Section 8.2 Indemnification.

     The Guarantor agrees to indemnify each Indemnified  Person for, and to hold
each  Indemnified  Person  harmless  against,  any loss,  liability  or  expense
incurred without negligence or willful misconduct on its part, arising out of or
in connection with this Trust Preferred  Securities Guarantee and the acceptance
or  administration  of the trust or trusts  hereunder,  including  the costs and
expenses  (including  reasonable  legal fees and  expenses) of defending  itself
against,  or  investigating,  any  claim or  liability  in  connection  with the
exercise or performance of any of its powers or duties hereunder,  except as may
be otherwise  prohibited  by applicable  law or  regulation.  The  obligation to
indemnify as set forth in this Section 8.2 shall survive the termination of this
Trust Preferred Securities Guarantee.

                                   ARTICLE IX

                                  MISCELLANEOUS

     Section 9.1 Successors and Assigns.

     All guarantees and agreements  contained in this Trust Preferred Securities
Guarantee  shall  bind  the  successors,   assigns,   receivers,   trustees  and
representatives  of the  Guarantor and shall inure to the benefit of the Holders
of the Trust Preferred Securities then outstanding.

     Section 9.2 Amendments.

     Except with respect to any changes that do not materially  adversely affect
the rights of Holders  (in which case no consent of Holders  will be  required),
this Trust Preferred  Securities  Guarantee may only be amended by the Guarantor
with the prior  approval of the  Holders of at least a Majority  in  Liquidation
Amount of the Trust  Preferred  Securities.  The provisions of Article VI of the
Trust  Agreement with respect to meetings of Holders apply to the giving of such
approval.  Prior to the  execution  of any  amendment  to this  Trust  Preferred
Securities Guarantee, the Trust Preferred Guarantee Trustee shall be entitled to
receive  and  conclusively  rely on an  Opinion  of  Counsel  stating  that  the
execution of such  amendment is authorized or permitted by this Trust  Preferred
Securities  Guarantee and that all  conditions  precedent to such  execution and
delivery have been  satisfied.  The Trust Preferred  Guarantee  Trustee may, but
shall not be obligated to, enter into any such amendment which affects the Trust
Preferred  Guarantee  Trustee's  rights,  duties or immunities  under this Trust
Preferred Securities Guarantee,


                                      -17-

<PAGE>

provided, however, that no such amendment shall be effective without the consent
of the Trust Preferred Guarantee Trustee.

     Section 9.3 Notices.

     All notices provided for in this Trust Preferred Securities Guarantee shall
be in  writing,  duly  signed  by the party  giving  such  notice,  and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

          (a) If given to the Trust Preferred  Guarantee  Trustee,  at the Trust
     Preferred  Guarantee  Trustee's  mailing  address  set forth below (or such
     other address as the Trust Preferred  Guarantee  Trustee may give notice of
     to the Holders of the Trust Preferred Securities and the Guarantor):

                    Wells Fargo Bank, National Association
                    919 Market Street, Suite 700
                    Wilmington, Delaware 19801
                    Attention:  Corporate Trust Administration

          (b) If given to the Guarantor,  at the Guarantor's mailing address set
     forth below (or such other  address as the  Guarantor may give notice of to
     the  Holders  of the Trust  Preferred  Securities  and the Trust  Preferred
     Guarantee Trustee):

                    Florida Banks, Inc.
                    5210 Belfort Road, Suite 310
                    Jacksonville, Florida 32256
                    Attention: Chief Executive Officer

          (c) If  given to any  Holder  of Trust  Preferred  Securities,  at the
     address set forth on the books and records of the Trust.  All such  notices
     shall be deemed to have been given when received in person, telecopied with
     receipt  confirmed,  or mailed by first class mail,  postage prepaid except
     that if a notice  or other  document  is  refused  delivery  or  cannot  be
     delivered  because of a changed address of which no notice was given,  such
     notice or other document shall be deemed to have been delivered on the date
     of such refusal or inability to deliver.

     Section 9.4 Benefit.

     This Trust Preferred  Securities Guarantee is solely for the benefit of the
Holders of the Trust  Preferred  Securities  and the Trust  Preferred  Guarantee
Trustee and, subject to Section 3.1(a) and Section 4.2 hereof,  as applicable is
not separately transferable from the Trust Preferred Securities.

     Section 9.5 Governing Law.

     THIS  TRUST  PREFERRED  SECURITIES  GUARANTEE  SHALL BE  GOVERNED  BY,  AND
CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF Florida
WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.


                                      -18-

<PAGE>

ANY ACTION OR  PROCEEDING  ARISING OUT OF THIS  GUARANTEE,  AS  SUPPLEMENTED  OR
AMENDED, IN ANY WAY SHALL BE BROUGHT AND ENFORCED  EXCLUSIVELY IN THE APPLICABLE
UNITED  STATES  DISTRICT  COURT FOR THE STATE OF  Florida,  OR IN THE EVENT SUCH
COURT LACKS JURISDICTION, IN THE APPLICABLE Florida STATE DISTRICT COURT.

                  [Remainder of Page Intentionally Left Blank]


                                      -19-

<PAGE>

     IN WITNESS WHEREOF,  this Trust Preferred  Securities Guarantee is dated as
set forth below and effective as of June 27, 2002.

                                      Florida Banks, Inc., as Guarantor


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------


                                      Wells Fargo Bank, National Association, as
                                      Trust Preferred Guarantee Trustee


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------
                                      Date:
                                            ------------------------------------

       [Signature Page to Trust Preferred Securities Guarantee Agreement]


                                      -20-