Exhibit 10.1

                         FLORIDA BANKS CAPITAL TRUST II

                                   $ 4,000,000
                             Floating Rate TRUPS(R)

            Fully and Unconditionally Guaranteed as to Distributions
                              and Other Payments by
                               FLORIDA BANKS, INC.

                               PLACEMENT AGREEMENT

                                                              New York, New York
                                                                  March 26, 2002

Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

     Florida Banks,  Inc., a financial  holding company  incorporated in Florida
(the  "Company")  and  Florida  Banks  Capital  Trust II, a  Delaware  statutory
business  trust (the  "Trust"),  propose,  subject  to the terms and  conditions
stated  herein,  to issue and sell 4,000 of Floating Rate TRUPS(R) of the Trust,
having a stated  liquidation amount of $1,000 per capital security and bearing a
variable  distribution rate per annum, reset  semi-annually,  equal to LIBOR (as
defined in the  Indenture  (as defined  below))  plus 3.70%  provided,  that the
applicable interest rate may not exceed 11.00% through the interest payment date
in April, 2007 (the "Floating Rate") (the "Capital  Securities").  Salomon Smith
Barney  Inc.  is acting as the  exclusive  agent of the Company and the Trust in
connection with the offering of the Capital Securities.

     The Capital  Securities will 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 to
the  Guarantee  Agreement  (the  "Guarantee  Agreement"),  to be dated as of the
Closing Date  specified in Section 3 hereof,  and executed and  delivered by the
Company and Wilmington Trust Company, as trustee (the "Guarantee Trustee"),  for
the benefit of the  holders  from time to time of the  Capital  Securities.  The
entire  proceeds from the sale of the Capital  Securities  will be combined with
the  entire  proceeds  from the sale by the Trust to the  Company  of its common
securities (the "Common Securities"),  and will be used by the Trust to purchase
$ 4,124,000 in principal  amount of the Floating Rate Junior  Subordinated  Debt
Securities due 2032 of the Company (the  "Subordinated  Debt  Securities").  The
Capital  Securities  and the  Common  Securities  of the  Trust  will be  issued
pursuant to the Amended and Restated  Declaration of Trust (the  "Declaration"),
to be  dated  as of  the  Closing  Date  among  the  Company,  as  sponsor,  the
Administrator(s)  named  therein  (the  2  "Administrators"),  Wilmington  Trust
Company,  a Delaware  corporation  (the "Delaware  Trustee"),  Wilmington  Trust
Company  (the  "Institutional  Trustee"),  and the holders  from

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time to time of undivided  beneficial  interests in the assets of the Trust. The
Subordinated  Debt  Securities  will be issued  pursuant to an Indenture,  to be
dated  as of the  Closing  Date  (the  "Indenture"),  between  the  Company  and
Wilmington Trust Company, as trustee (the "Indenture Trustee").

     The Capital  Securities,  the Common  Securities and the Subordinated  Debt
Securities  are  collectively  referred  to  herein  as the  "Securities."  This
Agreement, the Indenture, the Declaration,  the Guarantee Agreement, the Capital
Securities  Subscription  Agreement (as defined  below) and the  Securities  are
referred to collectively as the "Operative  Documents."  Capitalized  terms used
herein  without  definition  have  the  respective  meanings  specified  in  the
Declaration.

     The  Securities  have  not  been  and  will  not be  registered  under  the
Securities Act of 1933, as amended (the "Securities Act").

     1.  Representations  and Warranties.  The Company and the Trust jointly and
         -------------------------------
severally  represent  and warrant to, and agree with you and the  Purchaser  (as
defined  in Section 2 hereof) as set forth  below in this  Section 1  (provided,
                                                                       --------
that, none of the following representations or warranties apply or relate to any
acts or omissions by you).

          (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 its or their behalf has,  directly or indirectly,
made offers or sales of any security,  or solicited  offers to buy any security,
under circumstances that would require the registration of any of the Securities
under the Securities Act.

          (b) Neither the  Company nor the Trust,  nor any of their  Affiliates,
nor any person  acting on its or their behalf has engaged in any form of 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,  nor any of their  Affiliates,
nor any person acting on its or their behalf,  has engaged or will engage in any
directed  selling  efforts with respect to the Securities  within the meaning of
Regulation S.

          (e) Neither the Company nor the Trust is, nor after  giving  effect to
the offering and sale of the Securities  will be, an "investment  company" or an
entity "controlled" by an "investment  company," required to be registered under
the Investment Company Act of 1940, as amended (the "Investment Company Act").

          (f) Neither the Company nor the Trust has paid or agreed to pay to any
person any compensation for soliciting another to purchase any of the Securities
(except as contemplated by this Agreement).


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<PAGE>

          (g) The Trust has been duly  created  and is validly  existing in good
standing as a business  trust under the Delaware  Business Trust Act, 12 Del. C.
3801,  et seq.  (the  "Business  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 such 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.

          (h) The  Declaration  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 Delaware Trustee and the Institutional  Trustee,  be a valid and
binding obligation of the Company and such  Administrators,  enforceable against
them in accordance with its terms, subject to applicable bankruptcy,  insolvency
and similar laws affecting creditors' rights generally and to general principles
of equity ("Bankruptcy and Equity").  Each of the Administrators of the Trust is
an employee or a director  of the  Company and has been duly  authorized  by the
Company to execute and deliver the Declaration.

          (i) Each of the  Guarantee  Agreement  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,  be a  valid  and  binding
obligation of the Company  enforceable  against it in accordance with its terms,
subject to Bankruptcy and Equity.

          (j) The Capital  Securities and the Common  Securities  have been duly
authorized by the  Declaration  and, when issued and delivered  against  payment
therefor on the Closing Date to you, in the case of the Capital Securities,  and
to the Company,  in the case of the Common  Securities,  each in accordance with
this  Agreement,   the  Declaration  and  the  Capital  Securities  Subscription
Agreement and the common securities subscription agreement,  respectively,  will
be validly issued and represent undivided  beneficial interests in the assets of
the Trust.  The issuance of the Capital  Securities or the Common  Securities is
not subject to any 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.

          (k) The Subordinated  Debt Securities 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
the debenture  subscription  agreement,  and, when  authenticated  in the manner
provided for in the  Indenture  and delivered  against  payment  therefor by the
Trust, will constitute valid and


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<PAGE>

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.

          (l) This Agreement has been duly authorized, executed and delivered by
the Company and the Trust.

          (m) The Trust is not in  violation  of any  provision  of the Business
Trust  Act and when  executed  and  delivered  will not be in  violation  of the
Declaration. The execution,  delivery and performance of the Operative Documents
to which it is a party by the Company or the Trust,  and the consummation of the
transactions   contemplated  herein  or  therein,  will  not  conflict  with  or
constitute  a breach  of, or a default  under,  or  result  in the  creation  or
imposition of any lien,  charge or other encumbrance upon any property or assets
of the Trust, the Company or any of the Company's  subsidiaries  pursuant to any
contract,  indenture,  mortgage, loan agreement, note, lease or other instrument
to which the  Trust,  the  Company or any of its  subsidiaries  is a party or by
which it or any of them may be bound,  or to which any of the property or assets
of any of them is subject, except for a conflict,  breach, default, lien, charge
or encumbrance  which could not reasonably be expected to have an adverse effect
on the consummation of the transactions contemplated herein or therein, nor will
such action result in any violation of the Declaration or the Business Trust Act
or  require  the  consent,  approval,  authorization  or order  of any  court or
governmental agency or body.

          (n) 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
materially adverse effect on the condition (financial or otherwise), earnings or
business of the Company and its  subsidiaries  taken as a whole,  whether or not
occurring in the ordinary course of business (a "Material Adverse Effect").

          (o) Each of the Company's significant subsidiaries listed in Exhibit 1
(the  "Subsidiaries")  has been duly  incorporated and is validly existing as an
entity  in good  standing  under  the  laws of the  jurisdiction  in which it is
chartered or organized,  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  such  Subsidiary  to be so
qualified would not, singly or in the aggregate, have a Material Adverse Effect.

          (p) The Company and each of its Subsidiaries  have all requisite power
and authority,  and all necessary material  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,  and neither the
Company  nor any of the  Subsidiaries


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<PAGE>

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 or if the subject of an unfavorable decision,  ruling or
finding,  would  have a  Material  Adverse  Effect;  and  the  Company  and  its
Subsidiaries  are in compliance with all applicable  laws, 5 rules,  regulations
and orders and consents,  the  violation of which would have a Material  Adverse
Effect.

          (q) The audited consolidated financial statements (including the notes
thereto) and schedules of the Company and its consolidated  subsidiaries for the
year ended  December  31,  2000 (the  "Financial  Statements")  and the  interim
unaudited  consolidated financial statements of the Company and its consolidated
subsidiaries  for the  twelve  months  ended  December  31,  2001 (the  "Interim
Financial Statements") provided to you are the most recent available audited and
unaudited  consolidated financial statements of the Company and its consolidated
subsidiaries,  respectively,  and fairly  present in all material  respects,  in
accordance with generally accepted accounting principles, the financial position
of the Company and its consolidated subsidiaries,  and the results of operations
and changes in financial  condition as of the dates and for the periods  therein
specified,  subject,  in the case of Interim Financial  Statements,  to year-end
adjustments.  Such  consolidated  financial  statements  and schedules have been
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied throughout the periods involved (except as otherwise noted
therein).

          (r) The  Company's  report on form  FRY-9C  dated  December  31,  2001
provided to you is the most  recent  available  such report and the  information
therein fairly presents in all material  respects the financial  position of the
Company and its subsidiaries.

          (s)  Since  the  respective  dates of the  Financial  Statements,  the
Interim 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 its subsidiaries, taken as a whole.

          (t) Neither the Company nor any of the Subsidiaries is in violation of
its  respective  charter or by-laws or similar  organizational  documents  or in
default in the performance or observance of any obligation,  agreement, covenant
or condition  contained in any contract,  indenture,  mortgage,  loan agreement,
note,  lease or other agreement or instrument to which the Company or any of the
Subsidiaries  is a party  or by which it or any of them may be bound or to which
any of the  property  or assets of the  Company  or any of the  Subsidiaries  is
subject,  the effect of which  violation or default in performance or observance
would have a Material Adverse Effect.

          (u) The  Company is duly  registered  as a financial  holding  company
under the Gramm-Leach-Bliley  Act, and the regulations of the Board of Governors
of the Federal Reserve System (the "Federal  Reserve") and the deposit  accounts
of the Company's  subsidiary banks are insured by the Federal Deposit  Insurance
Corporation  ("FDIC") to the fullest  extent  permitted by law and the rules and
regulations of the FDIC,


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<PAGE>

and no proceeding  for the  termination  of such  insurance is pending or to the
best of our knowledge threatened.

          (v)  No  action,  suit  or  proceeding  by  or  before  any  court  or
governmental  agency,  authority or body or any arbitrator involving the Company
or any of its  Subsidiaries  or its or their property is pending or, to the best
knowledge of the Company,  threatened  that (i) could  reasonably be expected to
have a  material  adverse  effect  on the  performance  of this  Agreement,  the
Indenture,  the Declaration and the Guarantee, or the consummation of any of the
transactions  contemplated  hereby  or  thereby;  or (ii)  could  reasonably  be
expected to have a Material Adverse Effect.

          (w) Neither the  Company  nor any of its  Subsidiaries  is party to or
otherwise  the  subject of any  consent  decree,  memorandum  of  understanding,
written commitment or other written supervisory  agreement or enforcement action
with the FDIC or any other Federal or state authority or agency charged with the
supervision or insurance of the Company and its subsidiaries.

          (x) Each of the Company and its  Subsidiaries  owns or leases all such
properties  as are  necessary  to the  conduct of its  operations  as  presently
conducted.

     2. Sale of the Capital Securities.  Subject to the terms and conditions and
        ------------------------------
in  reliance  upon the  representations  and  warranties  herein set forth,  the
Company and the Trust  jointly and  severally  hereby  appoint you as  placement
agent (the "Placement Agent"), and you hereby accept such appointment, to act as
the agent of the Company and the Trust,  in connection  with the offering of the
Capital Securities contemplated hereby, for the purpose of soliciting offers and
sales of the Capital Securities from the Purchaser (as defined below). You agree
to use your best efforts, subject to the terms and conditions of this Agreement,
on or prior to the  Closing  Date,  to  effect  such  placement  of the  Capital
Securities  with an  aggregate  stated  liquidation  amount of $ 4,000,000  at a
purchase price equal to 100% of the stated liquidation amount thereof.

     The Company and the Trust propose to issue and sell the Capital  Securities
on the Closing Date to MM Community  Funding  III,  Ltd, a newly formed  company
with limited  liability  established  under the laws of the Cayman  Islands (the
"Purchaser"),  pursuant  to the  terms of the  Capital  Securities  Subscription
Agreement,  to be entered  into on or prior to the  Closing  Date (the  "Capital
Securities  Subscription  Agreement"),  between the  Company,  the Trust and the
Purchaser.  The Company  and the Trust  agree to execute the Capital  Securities
Subscription  Agreement  with the  Purchaser  and to return the same to you.  In
addition,  the Company and the Trust agree that the Purchaser  shall be entitled
to the  benefit  of, and to rely on, the  provisions  of this  Agreement  to the
extent  such  provisions  address  or relate  to the  Purchaser  or the  Capital
Securities  to be  purchased by the  Purchaser.  No  Placement  Agent shall,  in
fulfilling its  obligations  hereunder,  act as an  underwriter  for the Capital
Securities nor is in any way obligated,  directly or indirectly,  to advance its
own funds to purchase any Capital Securities.

     If the sale and delivery of the Capital  Securities  as provided  herein is
consummated,  the Company will pay to you on the Closing  Date a commission  per


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Capital Security equal to 3.00% of the stated  liquidation  amount thereof.  Any
payment pursuant to this Section 2 shall be made by wire transfer in immediately
available funds to the U.S. account  designated in writing by the party entitled
to receive such payment.

     The distribution rate of the Capital Securities,  as of the date hereof, is
the Floating Rate. Under certain  circumstances,  the  distribution  rate of the
Capital Securities may be reduced pursuant to a written agreement among you, the
Purchaser and the Company made prior to the Closing Date.

     3. Delivery and Payment. Delivery of and payment for the Capital Securities
shall be made at 10:00 a.m. New York City time, on April 10, 2002, or such later
date as you shall designate in writing,  which date and time may be postponed by
agreement  between you, on the one hand,  and the Company and the Trust,  on the
other  hand  (such  date  and  time of  delivery  and  payment  for the  Capital
Securities being herein called the "Closing Date");  provided,  that the Closing
Date may be no later than 60 days from the date hereof.

     Delivery of the Capital  Securities shall be made at such location,  and in
such names and  denominations,  as you shall designate at least one business day
in advance of the  Closing  Date.  The  Company  and the Trust agree to have the
Capital Securities available for inspection and checking by you in New York, New
York,  not later than 1:00 p.m. on the business  day prior to the Closing  Date.
The closing for the purchase and sale of the Capital  Securities  shall occur at
the offices of Cleary,  Gottlieb, Steen & Hamilton, One Liberty Plaza, New York,
NY 10006, or such other place as the parties hereto shall agree.

     4.  Representations.  The Placement Agent represents to the Company and the
         ---------------
Trust that:

     It is aware that the  Securities  have not been and will not be  registered
under the Securities Act and may not be offered or sold within the United States
or to U.S.  persons except in accordance with Rule 903 of Regulation S under the
Securities Act or pursuant to an exemption from the registration requirements of
the Securities Act. It will not offer,  sell or arrange for the offer or sale of
any  Securities  to  purchasers  ("Purchasers")  except in privately  negotiated
transactions  that will not require  registration  of the  Securities  under the
Securities  Act.  Terms used in the first  sentence  of this  Section 4 have the
meanings given to them by Regulation S under the Securities Act.

     5. Agreements. The Company and the Trust agree with the Placement Agent and
        ----------
the Purchaser that:

          (a) Neither  the  Company nor the Trust will,  nor will either of them
permit any of its  Affiliates to, resell any Capital  Securities  that have been
acquired by any of them.

          (b) Neither  the  Company nor the Trust will,  nor will either of them
permit any of its Affiliates,  nor any person acting on its or their behalf, to,
directly or indirectly,  make offers or sales of any security, or solicit offers
to buy any security,  under


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<PAGE>

circumstances that would require the registration of any of the Securities under
the Securities Act, provided, however, this obligation does not apply to acts or
                    --------  -------
omissions of the Placement Agent.

          (c) Neither  the  Company nor the Trust will,  nor will either of them
permit any of its Affiliates,  nor any person acting on its or their behalf, to,
engage in any form of general  solicitation or general  advertising  (within the
meaning  of  Regulation  D) in  connection  with any offer or sale of any of the
Securities,  provided,  however,  this  obligation  does  not  apply  to acts or
             --------   -------
omissions of the Placement Agent.

          (d) Neither  the  Company nor the Trust will,  nor will either of them
permit any of its Affiliates,  nor any person acting on its or their behalf, to,
engage in any directed  selling efforts within the meaning of Regulation S under
the Securities  Act with respect to the 8 Securities,  provided,  however,  this
obligation does not apply to acts or omissions of the Placement Agent.

          (e) 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,  each of the Company  and the Trust will,  during any period in
which it is 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 it is 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,  any information required to be provided by Rule 144A(d)(4) under the
Securities  Act. 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 Company and the
Trust  pursuant to this Section 5(e) 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 the light of the circumstances  under which
they were made, not misleading.

          (f) Neither the Company nor the Trust will,  until 180 days  following
the Closing Date, without your prior written consent,  offer, sell,  contract to
sell,  grant any  option to  purchase  or  otherwise  dispose  of,  directly  or
indirectly,  (i) any Capital  Securities or other  securities of the Trust other
than  as  contemplated   by  this  Agreement,   (ii)  any  securities  that  are
substantially   similar  to  the  Securities  or  (iii)  any  other   securities
convertible  into, or  exercisable or  exchangeable  for, any of (i) or (ii), or
enter into an agreement, or announce an intention, to do any of the foregoing.

          (g)  The  Company  agrees  to  pay  (i)  the  costs  incident  to  the
authorization,  issuance,  sale and delivery of the Capital  Securities  and any
taxes  payable  in that  connection  and  (ii)  the  fees  and  expenses  of the
Institutional Trustee, the Guarantee Trustee and the Indenture Trustee.

     6.  Conditions to the  Obligations  of the Placement  Agent.  The Placement
         -------------------------------------------------------
Agent's obligations to use its best efforts to procure  subscription and payment
for the


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<PAGE>

Capital Securities and the Purchaser's  obligations on the Closing Date shall be
subject to the accuracy of the representations and warranties on the part of the
Company  and the  Trust  contained  herein  as of the date and  time  that  this
Agreement  is  executed  (the  "Execution  Time") and the Closing  Date,  to the
accuracy of the statements of the Company and the Trust made in any certificates
pursuant to the  provisions  hereof,  to the  performance by the Company and the
Trust of their obligations hereunder and to the following additional conditions:

          (a) The Company  shall have  furnished  to you and the  Purchaser  the
opinion of Akerman,  Senterfitt & Eidson, special counsel for the Company, dated
the Closing Date, addressed to you, in substantially the form set out in Annex A
hereto.

          (b) The Company  shall have  furnished  to you and the  Purchaser  the
opinion of Akerman,  Senterfitt  & Eidson,  special tax counsel for the Company,
dated  the  Closing  Date,  containing  such  assumptions,   qualifications  and
limitations  as shall be reasonably  acceptable to 9 you and your counsel to the
effect  that for  U.S.  federal  income  tax  purposes,  the  Subordinated  Debt
Securities will constitute  indebtedness of the Company,  in  substantially  the
form set out in Annex B hereto.

          (c) You and the  Purchaser  shall have received the opinion of Morris,
James, Hitchens & Williams LLP, special Delaware counsel for the Company and the
Trust,  dated the Closing Date,  addressed to you, in substantially the form set
out in Annex C hereto.

          (d) You and the  Purchaser  shall have received the opinion of Morris,
James,  Hitchens  &  Williams  LLP,  counsel  for  the  Guarantee  Trustee,  the
Institutional Trustee, the Delaware Trustee and the Indenture Trustee, dated the
Closing  Date  addressed  to you, in  substantially  the form set out in Annex D
hereto.

          (e) The  Company  shall have  furnished  to you a  certificate  of the
Company,  signed by the President,  a Vice President and by a Treasurer or Chief
Financial Officer of the Company, dated the Closing Date, to the effect that:

               (i) the  representations  and  warranties  of the Company and the
     Trust in this  Agreement  are true and correct in all material  respects on
     and as of the  Closing  Date with the same effect as if made on the Closing
     Date,  and the Company and the Trust have complied with all the  agreements
     and satisfied all the conditions on either of their part to be performed or
     satisfied at or prior to the Closing Date; and

               (ii)  since  the date of the  most  recent  financial  statements
     provided to the Placement Agent,  there has been no material adverse change
     in the condition (financial or other), earnings,  business or properties of
     the Company and its subsidiaries,  whether or not arising from transactions
     in the ordinary course of business.

          (f)  Subsequent  to the  Execution  Time there shall not have been any
change, or any development  involving a prospective  change, in or affecting the
business


                                       9

<PAGE>

or properties of the Company and its  subsidiaries  the effect of which,  is, in
your judgment,  so material and adverse as to make it impractical or inadvisable
to proceed with the offering or delivery of the Capital Securities.

          (g) Prior to the  Closing  Date,  the Company and the Trust shall have
furnished to you and to the Purchaser such further information, certificates and
documents as you may reasonably request.

          (h) At the Closing Date,  each of the Operative  Documents  shall have
been duly authorized,  executed and delivered by each party thereto,  and copies
thereof shall have been delivered to you.

     If any of the  conditions  specified  in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions,  certificates and documents mentioned above or elsewhere in
this Agreement shall not be in all material respects reasonably  satisfactory in
form  and  substance  to you,  this  Agreement  and all  the  Placement  Agent's
obligations  hereunder  may be  canceled  at, or at any time  prior  to,  the 10
Closing Date by you. Notice of such  cancellation  shall be given to the Company
and the Trust in writing or by telephone or telegraph confirmed in writing.

     7.  Reimbursement  of Expenses of the Placement  Agent.  If the sale of the
         --------------------------------------------------
Capital Securities  provided for herein is not consummated because any condition
set forth in  Section  6 hereof is not  satisfied,  because  of any  termination
pursuant to Section 9 hereof or because of any refusal,  inability or failure on
the part of the Company or the Trust to perform any  agreement  herein or comply
with any provision  hereof,  the Company will reimburse the Placement Agent upon
demand for all documented  out-of-pocket expenses (including reasonable fees and
disbursements  of counsel)  that shall have been  incurred by you in  connection
with the proposed offering of the Capital Securities.

     8.  Indemnification  and Contribution.  (a) The Company and the Trust agree
         ---------------------------------
jointly and severally to indemnify and hold harmless the Placement Agent and the
Purchaser and their  respective  directors,  officers,  employees and agents and
each person who controls the Placement Agent or the Purchaser within the meaning
of either the  Securities  Act or the  Exchange  Act against any and all losses,
claims,  damages or liabilities,  joint or several, to which they or any of them
may become subject under the  Securities  Act, the Exchange Act or other Federal
or state  statutory law or  regulation,  at common law or otherwise,  insofar as
such losses,  claims,  damages or  liabilities  (or actions in respect  thereof)
arise out of or are based upon any untrue  statement or alleged untrue statement
of a material  fact  contained in any  information  (whether oral or written) or
documents furnished or made available to the Placement Agent or the Purchaser by
the Company or the Trust, or their respective representatives in connection with
the  transactions  contemplated  herein,  or arise out of or are based  upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading,  and
agrees to reimburse each such indemnified  party, as incurred,  for any legal or
other expenses  reasonably  incurred by them in connection with investigating or
defending any such loss,  claim,  damage,  liability


                                       10

<PAGE>

or action.  This indemnity  agreement will be in addition to any liability which
the Company or the Trust may otherwise have.

          (b) The  Company  agrees  to  indemnify  the Trust  against  all loss,
liability,  claim,  damage and expense  whatsoever,  as due from the Trust under
Section 8(a) hereunder.

          (c) Promptly after receipt by an indemnified  party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the  failure so to notify the  indemnifying  party (i) will not  relieve the
indemnifying  party from liability  under paragraph (a), above unless and to the
extent that the  indemnifying  party did not otherwise  learn of such action and
such failure results in the forfeiture by the indemnifying  party of substantial
rights and  defenses and (ii) will not, in any event,  relieve the  indemnifying
party  from  any   obligations   to  any   indemnified   party  other  than  the
indemnification  obligation  provided in paragraph (a) above.  The  indemnifying
party shall be entitled to appoint counsel of the indemnifying party's choice at
the  indemnifying  party's  expense to represent  the  indemnified  party in any
action for which indemnification is sought (in which case the indemnifying party
shall not  thereafter be  responsible  for the fees and expenses of any separate
counsel  retained  by the  indemnified  party 11 or parties  except as set forth
below);  provided,  however,  that such  counsel  shall be  satisfactory  to the
         --------   -------
indemnified party.  Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified  party in an action,  the indemnified party
shall have the right to employ separate counsel  (including local counsel),  and
the  indemnifying  party shall bear the reasonable  fees,  costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest,  (ii) the actual or potential  defendants  in, or targets of, any such
action include both the  indemnified  party and the  indemnifying  party and the
indemnified  party  shall  have  reasonably  concluded  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  indemnifying  party,  (iii) the
indemnifying  party  shall  not  have  employed  counsel   satisfactory  to  the
indemnified  party to represent the  indemnified  party within a reasonable time
after notice of the  institution of such action or (iv) the  indemnifying  party
shall authorize the indemnified  party to employ separate counsel at the expense
of the  indemnifying  party. An indemnifying  party will not,  without the prior
written consent of the indemnified  parties,  settle or compromise or consent to
the entry of any  judgment  with  respect to any  pending or  threatened  claim,
action,  suit or proceeding in respect of which  indemnification or contribution
may be sought  hereunder  (whether or not the indemnified  parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent  includes an unconditional  release of each  indemnified  party from all
liability arising out of such claim, action, suit or proceeding.  An indemnified
party will not, without the prior written consent of the  indemnifying  parties,
settle or compromise or consent to the entry of any judgment with respect to any
pending or  threatened  claim,  action,  suit or  proceeding in respect of which
indemnification  or


                                       11

<PAGE>

contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action).

          (d) In the event that the indemnity  provided in paragraph (a), (b) or
(c) of this Section 8 is  unavailable  to or  insufficient  to hold  harmless an
indemnified  party  for any  reason,  the  Company,  the  Trust and you agree to
contribute to the aggregate losses,  claims,  damages and liabilities (including
legal or other expenses  reasonably incurred in connection with investigating or
defending same) (collectively  "Losses") to which the Company, the Trust and you
may be subject in such  proportion  as is  appropriate  to reflect the  relative
benefits received by the Company and the Trust on the one hand and by you on the
other from the offering of the Securities;  provided,  however,  that in no case
                                            --------   -------
shall you be  responsible  for any amount in excess of the purchase  discount or
commission  applicable to the Securities purchased hereunder.  If the allocation
provided by the  immediately  preceding  sentence is unavailable for any reason,
the  Company,  the Trust  and you  shall  contribute  in such  proportion  as is
appropriate  to reflect not only such  relative  benefits  but also the relative
fault of the  Company  and the  Trust on the one hand and of you on the other in
connection  with the statements or omissions  which resulted in such Losses,  as
well as any other relevant  equitable  considerations.  Benefits received by the
Company and the Trust shall be deemed to be equal to the total net proceeds from
the offering (before deducting  expenses)  received by it, and benefits received
by you shall be deemed to be equal to the total commissions specified in Section
2.  Relative  fault shall be  determined  by reference  to, among other  things,
whether any untrue or any alleged  untrue  statement  of a material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
provided by the  Company and the Trust on the one hand or you on the other,  the
intent of the parties and their relative  knowledge,  access to information  and
opportunity  to  correct or prevent  such  untrue  statement  or  omission.  The
Company,  the Trust and you agree that it would not be 12 just and  equitable if
contribution  were  determined  by pro rata  allocation  or any other  method of
allocation which does not take account of the equitable  considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person 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
guilty of such fraudulent misrepresentation. For purposes of this Section 8, the
Purchaser,  each person who controls the Placement Agent or the Purchaser within
the meaning of either the  Securities Act or the Exchange Act and each director,
officer,  employee and agent of the Placement  Agent or the Purchaser shall have
the same rights to contribution as you, and each person who controls the Company
within the  meaning of either  the  Securities  Act or the  Exchange  Act,  each
officer and  director of the Company and each  Administrator  of the Trust shall
have the same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d). 9.

     9.  Termination.  This  Agreement  shall be subject to  termination  in the
         -----------
absolute  discretion  of you, by notice given to the Company and the Trust prior
to delivery of and payment for the Capital Securities, if prior to such time (i)
there has occurred any Material  Adverse  Effect,  or (ii) trading in any of the
Company's securities shall have been suspended by the Commission or the exchange
upon which the Company's securities are traded, if any, or trading in securities
generally on the New York Stock


                                       12

<PAGE>

Exchange  shall have been suspended or limited or minimum prices shall have been
established  on such  Exchange,  (iii) a  banking  moratorium  shall  have  been
declared  either by  Federal or Florida  authorities,  or (iv) there  shall have
occurred any outbreak or escalation of  hostilities,  declaration  by the United
States of a national  emergency or war or other calamity or crisis the effect of
which  on  financial   markets  is  such  as  to  make  it,  in  your  judgment,
impracticable  or  inadvisable  to proceed  with the offering or delivery of the
Capital Securities.

     10.  Representations and Indemnities to Survive. The respective agreements,
          ------------------------------------------
representations, warranties, indemnities and other statements of the Company and
the Trust or their  respective  officers or trustees and of the Placement  Agent
set forth in or made  pursuant to this  Agreement  will remain in full force and
effect,  regardless of any  investigation  made by or on behalf of the Placement
Agent,  the Company or the Trust or any of the officers,  directors or trustees,
administrators,  controlling  persons,  and will survive delivery of and payment
for the Capital  Securities.  The  provisions  of Sections 7 and 8 hereof  shall
survive the termination or cancellation of this Agreement.

     11. Notices. All communications  hereunder will be in writing and effective
         -------
only on receipt, and, if sent to the Placement Agent, will be mailed,  delivered
or telecopied and confirmed to at 388 Greenwich Street, New York, New York 10013
attention of the Legal Department;  if sent to the Company or the Trust, will be
mailed,  delivered or telecopied and confirmed to it at 5210 Belfort Road, Suite
310, Jacksonville, FL 32256, Attention: T. Edwin Stinson, Jr..

     12. Successors.  This Agreement will inure to the benefit of and be binding
         ----------
upon the parties  hereto and their  respective  successors  and the officers and
directors and  controlling  persons,  and no other person will have any right or
obligation hereunder.

     13.  Applicable  Law. THIS  AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN
          ---------------
ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW YORK,  WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.

     14.  Counterparts.  This Agreement may contain more than one counterpart of
          ------------
the  signature  page and this  Agreement  may be executed by the affixing of the
signature of each of the Company,  the Trust and you to any of such  counterpart
signature pages. All of such counterpart signature pages shall be read as though
one,  and they shall have the same force and effect as though all of the signers
had signed a signature page.


                                       13

<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please  sign and return to us the  enclosed  duplicate  hereof,  whereupon  this
letter  and your  acceptance  shall  represent  a  binding  agreement  among the
Company, the Trust and you.

                                          Very truly yours,

                                          FLORIDA BANKS, INC.


                                          By: /s/ Charles E. Hughes, Jr.
                                             -----------------------------------
                                              Name:  Charles E. Hughes, Jr.
                                              Title: President and CEO


                                          FLORIDA BANKS CAPITAL
                                          TRUST II


                                          By: /s/ Charles E. Hughes, Jr.
                                             -----------------------------------
                                              Name:  Charles E. Hughes, Jr.
                                              Title: Administrator

The  foregoing  Agreement is hereby
confirmed and accepted as of the
date first above written.

Salomon Smith Barney Inc.


By: /s/ John W. Dickey
   --------------------------------
    Name:  John W. Dickey
    Title: Managing Director


                                       14

<PAGE>

                                                                      SCHEDULE 1

                        List of Significant Subsidiaries

Florida Bank, NA


                                       15

<PAGE>

                                                                         ANNEX A

     Pursuant to Section 6(a) of the Placement  Agreement,  special  counsel for
the Company shall deliver an opinion in substantially the following form:

               (i) each of the  Company and the  Subsidiaries  (A) has been duly
     incorporated  and is validly  existing as a  corporation  in good  standing
     under the laws of the  jurisdiction  in which it is chartered or organized,
     with full  corporate  power and authority to own its properties and conduct
     the business it transacts and proposes to transact,  (B) is duly  qualified
     to do business as a foreign  corporation  and is in good standing under the
     laws of each jurisdiction which requires such qualification wherein it owns
     or leases material  properties or conducts material business,  except where
     the failure to be so qualified  would not,  singularly or in the aggregate,
     have a  Material  Adverse  Effect,  and (C) holds all  material  approvals,
     authorizations,   orders,   licenses,   certificates   and   permits   from
     governmental authorities necessary for the conduct of its business,  except
     where the failure to hold such approvals, authorizations, orders, licenses,
     certificates and/or permits would not, singularly or in the aggregate, have
     a Material Adverse Effect;

               (ii) no consent, approval, authorization or order of any court or
     governmental  agency  or  body is  required  for  the  consummation  of the
     transactions   contemplated  herein  or  in  the  Operative  Documents,  in
     connection  with the  solicitation  of the purchase and sale of the Capital
     Securities by you or the purchase of the  Subordinated  Debt  Securities by
     the Trust except such  approvals  (specified  in such opinion) as have been
     obtained;

               (iii) neither the issue and sale of the Capital Securities or the
     Subordinated  Debt Securities,  the execution and delivery of the Operative
     Documents by the Company or the Trust and the  consummation of any other of
     the  transactions  therein  contemplated in any Operative  Document nor the
     fulfillment of the terms thereof will conflict with,  result in a breach or
     violation  of, or  constitute  a default  under any law or the  charter  or
     by-laws  of  the  Company  or any of its  Subsidiaries,  the  terms  of any
     indenture  or other  agreement or  instrument  known to such counsel and to
     which the  Company  or any of its  Subsidiaries  is a party or bound or any
     judgment,  order,  decree,  of any court,  regulatory body,  administrative
     agency,  governmental  body or  arbitrator  having  jurisdiction  over  the
     Company or any of its  Subsidiaries,  or any provision of  applicable  law,
     known  to  such  counsel  to be  applicable  to the  Company  or any of its
     Subsidiaries,  except for such conflicts,  breaches, violations or defaults
     which  are  not,  in  the  aggregate,  material  to  the  Company  and  its
     subsidiaries  taken  as a whole  and  which  do not  adversely  affect  the
     consummation  of the  transactions  contemplated  in this Agreement and the
     Operative Documents;

               (iv)  the  Company  is duly  registered  as a  financial  holding
     company under the  Gramm-Leach-Bliley Act and the regulations thereunder of

<PAGE>

     the Federal  Reserve,  and the deposit  accounts of the  Company's  banking
     subsidiaries  are insured by 2 the FDIC to the fullest extent  permitted by
     law and the rules and  regulations  of the  FDIC,  and,  to the best of our
     knowledge no proceeding for the termination of such insurance is pending or
     threatened;

               (v) each of the Indenture  and the  Guarantee  Agreement has been
     duly authorized, executed and delivered by the Company, and (in the case of
     the  Indenture  and  the  Guarantee,  respectively,  assuming  it  is  duly
     authorized,  executed  and  delivered  by the  Indenture  Trustee  and  the
     Guarantee  Trustee,  respectively)  constitutes a legal,  valid and binding
     instrument  of the Company  enforceable  against the Company in  accordance
     with its terms,  subject to Bankruptcy and Equity;  the  Subordinated  Debt
     Securities  have been duly and  validly  authorized  and  delivered  to the
     Indenture Trustee for authentication in accordance with the Indenture,  and
     when  authenticated  in accordance with the provisions of the Indenture and
     delivered to and paid for by the Trust,  will constitute  legal,  valid and
     binding  obligations  of  the  Company  entitled  to  the  benefits  of the
     Indenture and enforceable against the Company in accordance with its terms,
     subject to Bankruptcy and Equity;

               (vi)  this  Agreement  and the  Capital  Securities  Subscription
     Agreement have been duly authorized, executed and delivered by the Company;

               (vii) the  Declaration  has been duly  authorized,  executed  and
     delivered by the Company and the Trust;

               (viii) this  Agreement  and the Capital  Securities  Subscription
     Agreement have been duly executed and delivered by the Trust;

               (ix) neither the Company nor the Trust is an "investment company"
     or an  entity  "controlled"  by an  "investment  company,"  required  to be
     registered under the Investment Company Act; and

               (x) assuming the accuracy of the  representations  and warranties
     and compliance with the agreements contained herein, no registration of any
     of the  Securities  under the  Securities Act is required for the offer and
     sale to you of the Capital  Securities in the manner  contemplated  by this
     Agreement,  and the Indenture,  the  Declaration  and the Guarantee are not
     required to be qualified under the Trust Indenture Act of 1939.

     In rendering such opinions,  such counsel may (A) state that its opinion is
limited to the laws of New York, the corporate laws of the State of Delaware and
the Federal laws of the United  States and (B) rely as to matters  involving the
application of laws of any jurisdiction  other than New York and Delaware or the
United States,  to the extent deemed proper and specified in such opinion,  upon
the opinion of other  counsel of good  standing  believed to be reliable and who
are  satisfactory to you and as to matters of fact, to the extent deemed proper,
on certificates of responsible officers of the Company and public officials.


                                       2

<PAGE>

                                                                         ANNEX B

Pursuant to Section 6(b) of the Placement Agreement, special tax counsel for the
Company shall deliver an opinion in substantially the following form:

     We have acted as special  tax  counsel to Florida  Banks,  Inc.,  a Florida
corporation  (the  "Company"),  in connection with the offering by Florida Banks
Capital  Trust II (the "Trust") of 4,000  Floating  Rate  TRUPS(R)  (liquidation
amount  $1,000 per capital  security)  (the "Capital  Securities").  The Capital
Securities  represent undivided beneficial ownership interests in $ 4,124,000 in
aggregate  principal amount of Floating Rate Junior Subordinated Debt Securities
due 2032 of the Company  (the  "Subordinated  Debt  Securities").  This  opinion
letter is furnished  pursuant to Section 6(b) of the Placement  Agreement  dated
March 26, 2002, between the Company, the Trust and you.

     In arriving  at the  opinions  expressed  below we have  examined  executed
copies of (i) the Amended and Restated  Declaration  of Trust of the Trust dated
the date  hereof (the  "Declaration"),  and (ii) the  Indenture  relating to the
issuance  of the  Subordinated  Debt  Securities  dated  the  date  hereof  (the
"Indenture") (together,  the "Operative  Documents").  In addition, we have made
such investigations of law and fact as we have deemed appropriate as a basis for
the opinion expressed below.

     It is our opinion that,  under current law and assuming the  performance of
the Operative  Documents in accordance  with the terms  described  therein,  the
Subordinated  Debt  Securities  will be treated for United States federal income
tax purposes as indebtedness of the Company.

     Our opinion is based on the U.S. Internal Revenue Code of 1986, as amended,
Treasury  regulations  promulgated  thereunder,  and administrative and judicial
interpretations  thereof, all as of the date hereof and all of which are subject
to change,  possibly on a retroactive  basis. In rendering this opinion,  we are
expressing our views only as to the federal income tax laws of the United States
of America.

<PAGE>

                                                                         ANNEX C

     Pursuant  to Section  6(c) of the  Placement  Agreement,  special  Delaware
counsel for the Company and the Trust shall deliver an opinion in  substantially
the following form:

     1. The Trust has been duly formed and is validly  existing in good standing
as a business trust under the Act.

     2. The  Declaration  constitutes  a valid  and  binding  obligation  of the
Sponsor  and  Trustees  party  thereto,  enforceable  against  such  Sponsor and
Trustees in accordance with its terms.

     3. Under the Act and the  Declaration,  the Trust has the  requisite  trust
power and authority (i) to own its properties  and conduct its business,  all as
described  in the  Declaration,  (ii) to execute  and  deliver,  and perform its
obligations  under, the Trust  Documents,  (iii) to authorize,  issue,  sell and
perform its  obligations  under its Trust  Securities,  and (iv) to purchase and
hold the Debentures.

     4. The  Capital  Securities  of the Trust  have been  duly  authorized  for
issuance by the Trust and, when issued, executed and authenticated in accordance
with the Declaration and delivered  against payment  therefor in accordance with
the  Declaration  and the Capital  Securities  Subscription  Agreement,  will be
validly  issued  and,  subject to the  qualifications  set forth in  paragraph 5
below, fully paid and nonassessable undivided beneficial interests in the assets
of the Trust and the Capital  Security  Holders will be entitled to the benefits
provided by the Declaration.

     5. Each Capital Security Holder, in such capacity,  will be entitled to the
same  limitation  of  personal  liability  extended to  stockholders  of private
corporations for profit organized under the General Corporation Law of the State
of Delaware. We note, however, that the Capital Security Holders may be required
to  make  payment  or  provide  indemnity  or  security  as  set  forth  in  the
Declaration.

     6. Under the Declaration and the Act, the issuance of the Trust  Securities
of the Trust is not subject to preemptive rights.

     7. The  Common  Securities  of the  Trust  have been  duly  authorized  for
issuance by the Trust and,  when  issued and  executed  in  accordance  with the
Declaration  and  delivered  against  payment  therefor in  accordance  with the
Declaration and the Common Securities  Subscription  Agreement,  will be validly
issued undivided beneficial interests in the assets of the Trust.

     8. Under the  Declaration  and the Act, the  execution  and delivery by the
Trust  of  the  Trust  Documents,  and  the  performance  by  the  Trust  of its
obligations thereunder,  have been duly authorized by the requisite trust action
on the part of such Trust.

     9.  The  issuance  and  sale by the  Trust  of its  Trust  Securities,  the
execution,  delivery and  performance by the Trust of the Trust  Documents,  the
consummation  by

<PAGE>

the Trust of the 2 transactions  contemplated  by the Trust  Documents,  and the
compliance by the Trust with its  obligations  thereunder  are not prohibited by
(i)  the  Declaration  or the  Certificate,  or (ii)  any law or  administrative
regulation of the State of Delaware applicable to such Trust.

     10. No authorization,  approval,  consent or order of any Delaware court or
Delaware governmental authority or Delaware agency is required to be obtained by
the Trust  solely in  connection  with the issuance and sale by the Trust of its
Trust Securities, the due authorization,  execution and delivery by the Trust of
the Trust Documents or the performance by the Trust of its obligations under the
Trust Documents.

     11. The Capital Security Holders (other than those Capital Security Holders
who reside or are domiciled in the State of Delaware) will have no liability for
income  taxes  imposed  by the  State of  Delaware  solely  as a result of their
participation  in the Trust, and the Trust will not be liable for any income tax
imposed by the State of Delaware.


                                       2

<PAGE>

                                                                         ANNEX D

     Pursuant  to  Section  6(d) of the  Placement  Agreement,  counsel  for the
Guarantee  Trustee,  the  Institutional  Trustee,  the Delaware  Trustee and the
Indenture Trustee shall deliver an opinion in substantially the following form:

     1. Wilmington Trust Company ("WTC") is a Delaware banking  corporation with
trust powers, duly incorporated, validly existing and in good standing under the
laws of the State of Delaware,  with requisite  corporate power and authority to
execute and  deliver,  and to perform its  obligations  under,  the  Transaction
Documents.

     2. The  execution,  delivery,  and  performance  by WTC of the  Transaction
Documents  have been duly  authorized by all necessary  corporate  action on the
part of WTC, and the Transaction Documents have been duly executed and delivered
by WTC.

     3. The execution,  delivery and performance of the Transaction Documents by
WTC and the consummation of any of the transactions by WTC contemplated  thereby
are not  prohibited  by (i) the  Charter  or  Bylaws  of  WTC,  (ii)  any law or
administrative  regulation  of the State of  Delaware  or the  United  States of
America governing the banking and trust powers of WTC, or (iii) to our knowledge
(based and  relying  solely on the  Officer  Certificates),  any  agreements  or
instruments to which WTC is a party or by which WTC is bound or any judgments or
order applicable to WTC.

     4. The Debentures  delivered on the date hereof have been  authenticated by
due execution thereof and delivered by WTC, as Debenture Trustee,  in accordance
with the Corporation Order. The Capital Securities  delivered on the date hereof
have been  authenticated  by due  execution  thereof  and  delivered  by WTC, as
Institutional Trustee, in accordance with the related Trust Order.

     5.  None  of  the  execution,  delivery  and  performance  by  WTC  of  the
Transaction  Documents and the  consummation  of any of the  transactions by WTC
contemplated thereby requires the consent, authorization,  order or approval of,
the  withholding  of  objection  on the part of,  the  giving of notice  to, the
registration  with  or the  taking  of any  other  action  in  respect  of,  any
governmental authority or agency, under any law or administrative  regulation of
the State of Delaware or the United States of America  governing the banking and
trust powers of WTC, except for the filing of the Certificate for the Trust with
the Office of the  Secretary  of State of the State of Delaware  pursuant to the
Delaware  Business Trust Act 12 Del.C.  Section 3801, et seq.  (which filing has
been duly made).