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                                                                       EXHIBIT 1



                            SOUTHSIDE CAPITAL TRUST I
                           (a Delaware business trust)

                         2,000,000 Preferred Securities

                  _____% Cumulative Trust Preferred Securities
                 (Liquidation Amount $10 per Preferred Security)

                             UNDERWRITING AGREEMENT



                                                                __________, 1998



Ryan, Beck & Co., Inc.
220 South Orange Avenue
Livingston, New Jersey 07039

Ladies and Gentlemen:

                  Southside Capital Trust I (the "Trust"), a statutory business
trust organized under the Business Trust Act of the State of Delaware (the
"Delaware Act"), and Southside Bancshares, Inc., a Texas corporation (the
"Company"), as depositor of the Trust and as guarantor (the Trust and the
Company are referred to collectively as the "Offerors"), hereby confirm their
agreement with Ryan, Beck & Co., Inc. (the "Underwriter"), with respect to the
issue and sale by the Trust and the purchase by the Underwriter of 2,000,000
(the "Initial Securities") of the Trust's _____% Cumulative Trust Preferred
Securities (the "Preferred Securities"). The Trust and the Company also propose
to issue and sell to the Underwriter, at the Underwriter's option, up to an
additional 300,000 Preferred Securities (the "Option Securities") as set forth
herein. The term "Preferred Securities" as used herein, unless indicated
otherwise, shall mean the Initial Securities and the Option Securities.

                  The Preferred Securities and the Common Securities (as defined
herein) are to be issued pursuant to the terms of an Amended and Restated Trust
Agreement dated as of __________, 1998 (the "Trust Agreement"), among the
Company, as depositor, and U.S. Trust Company of Texas, N.A. (the "Trust
Company"), a trust company organized under the laws of the United States, as
property trustee (the "Property Trustee"), Wilmington Trust Company, a Delaware
trust company, as Delaware trustee (the "Delaware Trustee"), and Sam Dawson and
Lee Gibson (the




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"Administrative Trustees" and, together with the Property Trustee and the
Delaware Trustee, the "Trustees") and the holders from time to time of undivided
interests in the assets of the Trust. The Preferred Securities will be
guaranteed by the Company, on a subordinated basis and subject to certain
limitations, with respect to distributions and payments upon liquidation,
redemption or otherwise (the "Guarantee") pursuant to the Preferred Securities
Guarantee Agreement to be dated as of __________, 1998 (the "Guarantee
Agreement") between the Company and the Trust Company, as guarantee trustee (the
"Guarantee Trustee"). The assets of the Trust will consist of _____% junior
subordinated deferrable interest debentures due June 30, 2028 (the "Junior
Subordinated Debentures") of the Company which will be issued under the
Indenture to be dated as of __________, 1998 (the "Indenture"), between the
Company and the Trust Company, as trustee (the "Indenture Trustee"). The Company
has agreed to pay all costs, expenses and liabilities of the Trust payable to
third parties, with certain exceptions, pursuant to the Agreement as to Expenses
and Liabilities, dated as of ____________, 1998, between the Company and the
Trust (the "Expense Agreement"). Under certain circumstances, the Junior
Subordinated Debentures will be distributable to the holders of undivided
beneficial interests in the assets of the Trust. The entire proceeds from the
sale of the Preferred Securities will be combined with the entire proceeds from
the sale by the Trust to the Company of the Trust's common securities (the
"Common Securities") and will be used by the Trust to purchase an equivalent
amount of the Junior Subordinated Debentures.

                  The initial public offering price for the Preferred
Securities, the purchase price to be paid by the Underwriter for the Preferred
Securities, the commission per Preferred Security to be paid by the Company to
the Underwriter and the rate of interest to be paid on the Preferred Securities
shall be agreed upon by the Company and the Underwriter, and such agreement
shall be set forth in a separate written instrument substantially in the form of
Exhibit A hereto (the "Price Determination Agreement"). The Price Determination
Agreement may take the form of an exchange of any standard form of written
telecommunication between the Company and the Underwriter and shall specify such
applicable information as is indicated in Exhibit A hereto. The offering of the
Preferred Securities will be governed by this Agreement, as supplemented by the
Price Determination Agreement. From and after the date of the execution and
delivery of the Price Determination Agreement, this Agreement shall be deemed to
incorporate, and all references herein to "this Agreement" shall be deemed to
include, the Price Determination Agreement.

                  The Offerors have prepared and filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-2
(File Nos. 333-49889 and 333-49889-01) covering the registration of the
Preferred Securities, the Guarantee and the Junior Subordinated Debentures under
the Securities Act of 1933, as amended (the "1933 Act"), including the related
preliminary prospectus or prospectuses, and, if such registration statement has
not become effective, the Company will prepare and file, prior to the effective
date of such registration statement, an amendment to such registration
statement, including a final prospectus. Each prospectus used before the time
such registration statement becomes effective is herein called a "preliminary
prospectus." Such registration statement, including the exhibits thereto and the
documents incorporated by reference therein pursuant to Item 12 of Form S-2
under the 1933 Act, at the time it becomes effective, is herein called the
"Registration Statement," and the prospectus, including the documents

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incorporated by reference therein pursuant to Item 12 of Form S-2 under the 1933
Act, included in the Registration Statement at the time it becomes effective is
herein called the "Prospectus," except that if any revised prospectus provided
to the Underwriter by the Company for use in connection with the offering of the
Preferred Securities differs from the prospectus included in the Registration
Statement at the time it becomes effective (whether or not such prospectus is
required to be filed pursuant to Rule 424(b) under the 1933 Act ("Rule 424(b)"),
the term "Prospectus" shall refer to such revised prospectus from and after the
time it is first furnished to the Underwriter for such use.

                  The Company understands that the Underwriter proposes to make
a public offering of the Preferred Securities (the "Offering") as soon as
possible after the Registration Statement becomes effective. The Underwriter may
assemble and manage a selling group of broker-dealers that are members of the
National Association of Securities Dealers, Inc. ("NASD") to participate in the
solicitation of purchase orders for the Preferred Securities.

                  Section 1.     Representations and Warranties.

                  (a)    The Offerors jointly and severally represent and
warrant to and agree with the Underwriter that:

                  (i)    The Company meets the requirements for use of Form S-2
         under the 1933 Act and, at the time of effectiveness of the
         Registration Statement or the effectiveness of any post-effective
         amendment to the Registration Statement, when the Prospectus is first
         filed with the Commission pursuant to Rule 424(b), when any supplement
         to or amendment of the Prospectus is filed with the Commission and
         (with respect to the Prospectus or any supplement or amendment to the
         Prospectus), at the Closing Time referred to below (and with respect to
         the Option Securities, at the Option Closing Date referred to below),
         (A) the Registration Statement and any amendments and supplements
         thereto will comply in all material respects with the requirements of
         the 1933 Act and the rules and regulations of the Commission under the
         1933 Act (the "1933 Act Regulations"); (B) neither the Registration
         Statement nor any amendment or supplement thereto will contain an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading; and (C) neither the Prospectus nor any
         amendment or supplement thereto will include an untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading. When any preliminary prospectus
         was first filed with the Commission (whether filed as part of the
         Registration Statement or any amendment thereto or pursuant to Rule
         424(a) of the 1933 Act Regulations) and when any amendment thereof or
         supplement thereto was first filed with the Commission, such
         preliminary prospectus and any amendments thereof and supplements
         thereto complied in all material respects with the applicable
         provisions of the 1933 Act and the 1933 Act Regulations and did not
         contain an untrue statement of a material fact and did not omit to
         state any material fact required to be stated therein or necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not


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         misleading. No representation or warranty made in this Section (a)(i)
         applies to statements or omissions made in reliance upon and in
         conformity with information furnished in writing to the Offerors by the
         Underwriter expressly for use in the Registration Statement or the
         Prospectus, or any information contained in any Form T-1 which is an
         exhibit to the Registration Statement. The statements contained under
         the caption "Underwriting" in the Prospectus constitute the only
         information furnished to the Offerors in writing by the Underwriter
         expressly for use in the Registration Statement or the Prospectus.

                  (ii)   The documents incorporated by reference in the
         Prospectus pursuant to Item 12 of Form S-2 under the 1933 Act, at the
         time they were filed with the Commission, complied in all material
         respects with the requirements of the Securities Exchange Act of 1934,
         as amended (the "1934 Act"), and the rules and regulations of the
         Commission thereunder (the "1934 Act Regulations") and, when read
         together and with the other information in the Prospectus, at the time
         of effectiveness of the Registration Statement or the effectiveness of
         any post-effective amendment to the Registration Statement, when the
         Prospectus is first filed with the Commission pursuant to Section
         424(b) of the 1933 Act Regulations, when any supplement to or amendment
         of the Prospectus is filed with the Commission and (with respect to the
         Prospectus or any supplement or amendment to the Prospectus), at the
         Closing Time (and with respect to the Option Securities, at the Option
         Closing Date), will not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary in order to make the statements therein not misleading, in
         each case after excluding any statement that does not constitute a part
         of the Registration Statement or the Prospectus pursuant to Rule 412 of
         the 1933 Act Regulations.

                  (iii)  Coopers & Lybrand L.L.P., who are reporting upon the
         audited financial statements included or incorporated by reference in
         the Registration Statement, are independent public accountants as
         required by the 1933 Act and the 1933 Act Regulations.

                  (iv)   The consolidated financial statements, audited and
         unaudited (including the notes thereto), included or incorporated by
         reference in the Registration Statement present fairly in all material
         respects the consolidated financial position of the Company and its
         subsidiaries as of the dates indicated and the consolidated results of
         operations and cash flows of the Company and its subsidiaries for the
         periods specified. Such financial statements have been prepared in
         conformity with generally accepted accounting principles applied on a
         consistent basis throughout the periods involved, except as otherwise
         stated therein. The financial statement schedules, if any, included in
         the Registration Statement present fairly the information required to
         be stated therein. The selected financial, pro forma and statistical
         data included in the Prospectus are accurate in all material respects
         and present fairly the information shown therein and have been compiled
         on a basis consistent with that of the audited and unaudited
         consolidated financial statements included or incorporated by reference
         in the Registration Statement.

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                  (v)    The Company is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Texas with
         corporate power and authority under such laws to own, lease and operate
         its properties and conduct its business as described in the Prospectus.
         Each subsidiary of the Company is an entity duly organized, validly
         existing and in good standing under the laws of its respective
         jurisdiction of organization with corporate power and authority under
         such laws to own, lease and operate its properties and conduct its
         business. The Company and each of its subsidiaries is duly qualified to
         transact business as a foreign corporation and is in good standing in
         each other jurisdiction in which it owns or leases property of a
         nature, or transacts business of a type, that would make such
         qualification necessary, except to the extent that the failure to so
         qualify or be in good standing would not have a material adverse effect
         on the condition (financial or otherwise), earnings, business or assets
         of the Company and its subsidiaries, considered as one enterprise.

                  (vi)   The Company is duly registered with the Board of
         Governors of the Federal Reserve System as a bank holding company under
         the Bank Holding Company Act of 1956, as amended (the "BHC Act"); each
         subsidiary of the Company that conducts business as a bank is duly
         authorized to conduct such business in each jurisdiction in which such
         business is currently conducted; and the deposit accounts of Southside
         Bank (the "Bank") are insured by the Bank Insurance Fund of the Federal
         Deposit Insurance Corporation (the "FDIC"), up to the maximum allowable
         limits thereof. The Offerors have all such power, authority,
         authorization, approvals and orders as may be required to enter into
         this Agreement, to carry out the provisions and conditions hereof and
         to issue and sell the Preferred Securities and the Junior Subordinated
         Debentures.

                  (vii)  The Bank is a banking corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Texas with corporate power and authority under such laws to own, lease
         and operate its properties and conduct its business; the Bank is duly
         qualified to transact business as a foreign corporation and is in good
         standing in each other jurisdiction in which it owns or leases property
         of a nature, or transacts business of a type, that would make such
         qualification necessary, except to the extent that the failure to so
         qualify or be in good standing would not have a material adverse effect
         on the condition (financial or otherwise), earnings, business affairs,
         assets or business prospects of the Bank and its subsidiaries,
         considered as one enterprise. All of the outstanding shares of capital
         stock of the Bank and each of the Company's other subsidiaries have
         been duly authorized and validly issued and are fully paid and
         non-assessable and are owned by the Company directly or indirectly,
         free and clear of any pledge, lien, security interest, charge, claim,
         equity or encumbrance of any kind.

                  (viii) Except for Southside Delaware Financial Corporation, a
         Delaware corporation ("Southside Delaware") and the Bank, the Company
         does not have any "significant subsidiaries" as defined in Rule 1-02 of
         Regulation S-X of the Commission. Southside Delaware conducts no
         business except to hold all of the capital stock of the Bank.


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                  (ix)   The Company had at the date indicated a duly authorized
         and outstanding capitalization as set forth in the Prospectus under the
         caption "Capitalization."

                  (x)    This Agreement has been duly authorized, executed and
         delivered by the Offerors and, when duly executed by the Underwriter,
         will constitute the valid and binding agreement of the Offerors
         enforceable against the Offerors in accordance with its terms, except
         as enforcement thereof may be limited by bankruptcy, insolvency,
         reorganization, moratorium or other similar laws relating to or
         affecting creditors' rights generally or by general equitable
         principles. The Guarantee Agreement, the Junior Subordinated
         Debentures, the Trust Agreement, the Expense Agreement and the
         Indenture have each been duly authorized and, when duly executed and
         delivered by the Company and, in the case of the Guarantee, by the
         Guarantee Trustee, in the case of the Trust Agreement, by the Trustees,
         and in the case of the Indenture, by the Indenture Trustee, will
         constitute valid and legally binding obligations of the Company
         enforceable against the Company in accordance with their respective
         terms, except as the enforcement thereof may be limited by bankruptcy,
         insolvency, reorganization, moratorium or other similar laws relating
         to or affecting creditors' rights generally or general equitable
         principles. The Junior Subordinated Debentures are entitled to the
         benefits of the Indenture; and the Guarantee Agreement, the Junior
         Subordinated Debentures, the Trust Agreement, the Expense Agreement and
         the Indenture conform in all material respects to the descriptions
         thereof in the Prospectus. The Trust Agreement, the Guarantee Agreement
         and the Indenture have been duly qualified under the Trust Indenture
         Act of 1939, as amended (the "TIA").

                  (xi)   The Trust has been duly created and is validly existing
         as a statutory business trust in good standing under the Delaware Act
         with the power and authority to own, lease and operate its properties
         and conduct its business as described in the Prospectus. The Trust has
         conducted no business to date, and it will conduct no business in the
         future that would be inconsistent with the description of the Trust set
         forth in the Prospectus. The Trust is not a party to or bound by any
         agreement or instrument other than this Agreement, the Trust Agreement
         and the agreements and instruments contemplated by the Trust Agreement
         or described in the Prospectus; the Trust has no liabilities or
         obligations other than those arising out of the transactions
         contemplated by this Agreement and the Trust Agreement and described in
         the Prospectus; and the Trust is not a party to or subject to any
         action, suit or proceeding of any nature.

                  (xii)  The Preferred Securities have been duly and validly
         authorized by the Trust for issuance and sale to the Underwriter
         pursuant to this Agreement and, when executed and authenticated in
         accordance with the terms of the Trust Agreement and delivered by the
         Trust to the Underwriter pursuant to this Agreement against payment of
         the consideration set forth herein, will be validly issued, fully paid
         and non-assessable and will constitute valid and legally binding
         obligations of the Trust enforceable against the Trust in accordance
         with their terms and entitled to the benefits provided by the Trust
         Agreement, except as the enforcement thereof may be limited by
         bankruptcy, insolvency, reorganization, moratorium

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         or other similar laws relating to or affecting creditors' rights
         generally or general equitable principles. The Preferred Securities
         conform in all material respects to the description thereof in the
         Prospectus, and such description conforms in all material respects to
         the rights set forth in the instruments defining the same; the holders
         of the Preferred Securities, except as otherwise set forth in the Trust
         Agreement, 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;
         and the issuance of the Preferred Securities is not subject to any
         preemptive or other similar rights.

                  (xiii) The Common Securities have been duly and validly
         authorized by the Trust and, upon delivery by the Trust to the Company
         against payment therefor as described in the Prospectus, will be duly
         and validly issued and fully paid undivided beneficial interests in the
         assets of the Trust and will conform in all material respects to the
         description thereof in the Prospectus; the issuance of the Common
         Securities is not subject to any preemptive or other similar rights;
         and at the Closing Time, all of the issued and outstanding Common
         Securities of the Trust will be directly owned by the Company, free and
         clear of any security interest, mortgage, pledge, lien, encumbrance,
         claim or equity.

                  (xiv)  The issuance and sale of the Preferred Securities and
         the Common Securities by the Trust, the compliance by the Trust with
         all of the provisions of this Agreement, the purchase of the Junior
         Subordinated Debentures by the Trust, and the consummation of the
         transactions herein contemplated will not conflict with or result in a
         breach of any of the terms or provisions of, or constitute a default
         under, the Trust Agreement or any statute or any order, rule or
         regulation of any court or governmental agency or body having
         jurisdiction over the Trust or any of its properties; and no consent,
         approval, authorization, order, license, certificate, permit,
         registration or qualification of or with any such court or other
         governmental agency or body is required to be obtained by the Trust for
         the issue and sale of the Preferred Securities and the Common
         Securities by the Trust, the purchase of the Junior Subordinated
         Debentures by the Trust or the consummation by the Trust of the
         transactions contemplated by this Agreement and the Trust Agreement,
         except for such consents, approvals, authorizations, licenses,
         certificates, permits, registrations or qualifications as have already
         been obtained, or as may be required under the 1933 Act or the 1933 Act
         Regulations, the 1934 Act or the 1934 Act Regulations, state securities
         laws or the TIA.

                  (xv)   The issuance by the Company of the Guarantee and the
         Junior Subordinated Debentures, the compliance by the Company with all
         of the provisions of this Agreement, the execution, delivery and
         performance by the Company of the Trust Agreement, the Junior
         Subordinated Debentures, the Guarantee Agreement, the Expense Agreement
         and the Indenture, and the consummation of the transactions herein and
         therein contemplated will not conflict with or result in a breach or
         violation of any of the terms or provisions of, or constitute a default
         under, any indenture, loan agreement, mortgage, deed of trust or other
         material agreement or instrument to which the Company or any of its
         subsidiaries is a party


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         or by which the Company or any of its subsidiaries is bound or to which
         any of the property or assets of the Company or any of its subsidiaries
         is subject, nor will such action result in any violation of the
         provisions of the Articles of Incorporation or by-laws of the Company
         or any of its subsidiaries or any statute or any order, rule or
         regulation of any court or governmental agency or body having
         jurisdiction over the Company, any of its subsidiaries or any of their
         respective properties; and no consent, approval, authorization, order,
         license, certificate, permit, registration or qualification of or with
         any such court or other governmental agency or body is required for the
         issuance of the Guarantee and the Junior Subordinated Debentures or the
         consummation by the Company of the other transactions contemplated by
         this Agreement, except for such consents, approvals, authorizations,
         licenses, certificates, permits, registrations or qualifications as
         have already been obtained, or as may be required under the 1933 Act or
         the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations,
         state securities laws or the TIA.

                  (xvi)   The Trust has not engaged in any activity that would
         result in the Trust being, and after giving effect to the offering and
         sale of the Preferred Securities the Trust will not be, an "investment
         company," or an entity "controlled" by an "investment company," as such
         terms are defined in the Investment Company Act of 1940, as amended
         (the "Investment Company Act").

                  (xvii)  All of the outstanding shares of capital stock of the
         Company have been duly authorized and validly issued and are fully paid
         and non-assessable, and are not subject to the preemptive rights of any
         shareholder of the Company.

                  (xviii) Since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, except as
         otherwise stated therein, there has not been (A) any material adverse
         change in the condition (financial or otherwise), earnings, business or
         assets of the Company and its subsidiaries, considered as one
         enterprise, whether or not arising in the ordinary course of business,
         (B) any transaction entered into by the Company or any subsidiary,
         other than in the ordinary course of business, that is material to the
         Company and its subsidiaries, considered as one enterprise, or (C) any
         dividend or distribution of any kind declared, paid or made by the
         Company on its capital stock. Neither the Company, the Bank nor any
         other subsidiary has any material liability of any nature, contingent
         or otherwise, except as set forth in the Prospectus.

                  (xix)   Neither the Company, the Bank nor any other subsidiary
         is in violation of any provision of its articles of incorporation,
         charter or by-laws 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 it is a party or by which it may be
         bound or to which any of its properties may be subject, except for such
         defaults that in the aggregate would not have a material adverse effect
         on the condition (financial or otherwise), earnings, business or assets
         of the Company and its subsidiaries, considered as one enterprise.

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                  (xx)    Except as disclosed in the Prospectus, there is no
         action, suit or proceeding before or by any government, governmental
         instrumentality or court, domestic or foreign, now pending or, to the
         knowledge of the Company, threatened against the Company, the Bank or
         any other subsidiary that is required to be disclosed in the Prospectus
         or that could reasonably be expected to result in any material adverse
         change in the condition (financial or otherwise), earnings, business or
         assets of the Company and its subsidiaries, considered as one
         enterprise, or that could reasonably be expected materially and
         adversely to affect the consummation of the transactions contemplated
         in this Agreement; all pending legal or governmental proceedings to
         which the Company, the Bank or any other subsidiary is a party that are
         not described in the Prospectus, including ordinary routine litigation
         incidental to its business, if decided in a manner adverse to the
         Company, would not have a material adverse effect on the condition
         (financial or otherwise), earnings, business or assets of the Company
         and its subsidiaries, considered as one enterprise.

                  (xxi)   There are no material contracts or documents of a
         character required to be described in the Registration Statement or the
         Prospectus or to be filed as exhibits to the Registration Statement
         that are not described and filed as required.

                  (xxii)  The Company and its subsidiaries, including the Bank,
         each has good and indefeasible title to all properties and assets
         described in the Prospectus as owned by it, free and clear of all
         liens, charges, encumbrances or restrictions, except such as (A) are
         described in the Prospectus or (B) are neither material in amount nor
         materially significant in relation to the business of the Company and
         its subsidiaries, considered as one enterprise; all of the leases and
         subleases material to the business of the Company and its subsidiaries,
         considered as one enterprise are in full force and effect, and neither
         the Company, the Bank nor any other subsidiary has any notice of any
         material claim that has been asserted by anyone adverse to the rights
         of the Company, the Bank or any other subsidiary under any such lease
         or sublease or affecting or questioning the rights of such corporation
         to the continued possession of the leased or subleased premises under
         any such lease or sublease.

                  (xxiii) Each of the Company and its subsidiaries, including
         the Bank, owns, possesses or has obtained all material governmental
         licenses, permits, certificates, consents, orders, approvals and other
         authorizations necessary to own or lease, as the case may be, and to
         operate its properties and to carry on its business as presently
         conducted, and neither the Company, the Bank nor any other subsidiary
         has received any notice of any restriction upon, or any notice of
         proceedings relating to revocation or modification of, any such
         licenses, permits, certificates, consents, orders, approvals or
         authorizations, except where the failure to have such licenses,
         permits, certificates, consents, orders, approvals or authorizations
         would not have a material adverse effect on the condition (financial or
         otherwise), earnings, business or assets of the Company and its
         subsidiaries, considered as one enterprise.

                  (xxiv)  No labor problem with the employees of the Company,
         the Bank or any other subsidiary exists or, to the best knowledge of
         the Company, is imminent that could


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         materially adversely affect the condition (financial or otherwise),
         earnings, business or assets of the Company and its subsidiaries,
         considered as one enterprise, and the Company is not aware of any
         existing or imminent labor disturbance by the employees of any of its,
         the Bank's or any other subsidiary's principal suppliers, contractors
         or customers that could reasonably be expected to materially adversely
         affect the condition (financial or otherwise), earnings, business or
         assets of the Company and its subsidiaries, considered as one
         enterprise.

                  (xxv)    Except as disclosed in the Prospectus, there are no
         persons with registration or other similar rights to have any
         securities of the Company registered pursuant to the Registration
         Statement or otherwise registered by the Company under the 1933 Act.

                  (xxvi)   Except as disclosed in the Prospectus, the Company 
         and its subsidiaries, including the Bank, own or possess all patents,
         patent rights, licenses, inventions, copyrights, know-how (including
         trade secrets or other unpatented and/or unpatentable proprietary or
         confidential information systems or procedures), trademarks, service
         marks and trade names (collectively, "patent and proprietary rights")
         currently employed by them in connection with the business now operated
         by them except where the failure to own, possess or acquire such patent
         and proprietary rights would not have a material adverse effect on the
         condition (financial or otherwise), earnings, business or assets of the
         Company and its subsidiaries, considered as one enterprise. Neither the
         Company, the Bank nor any other subsidiary has received any notice or
         is otherwise aware of any infringement of or conflict with asserted
         rights of others with respect to any patent or proprietary rights, and
         which infringement or conflict (if the subject of any unfavorable
         decision, rule and refinement, singly or in the aggregate) could
         reasonably be expected to result in any material adverse change in the
         condition (financial or otherwise), earnings, business or assets of the
         Company and its subsidiaries, considered as one enterprise.

                  (xxvii)  The Company and each subsidiary of the Company have
         filed all federal, state and local income, franchise or other tax
         returns required to be filed and have made timely payments of all taxes
         due and payable in respect of such returns, and no material deficiency
         has been asserted with respect thereto by any taxing authority.

                  (xxviii) The Preferred Securities have been approved for
         listing on The Nasdaq Stock Market, Inc.'s (the "Nasdaq Stock Market")
         National Market.

                  (xxix)   Neither the Trust, the Company, the Bank nor any
         other subsidiary has taken or will take, directly or indirectly, any
         action designed to cause or result in, or which has constituted or
         which might reasonably be expected to constitute, the stabilization or
         manipulation, under the Exchange Act or otherwise, of the price of the
         Preferred Securities.

                  (xxx)    Neither the Company, the Bank nor any other 
         subsidiary is or has been (by virtue of any action, omission to act,
         contract to which it is a party or by which it is bound,

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         or any occurrence or state of facts whatsoever) in violation of any
         applicable foreign, federal, state, municipal or local statutes, laws,
         ordinances, rules, regulations and/or orders issued pursuant to
         foreign, federal, state, municipal or local statutes, laws, ordinances,
         rules, or regulations (including those relating to any aspect of
         banking, bank holding companies, consumer credit, truth-in-lending,
         usury, currency transaction reporting, community reinvestment
         obligations, environmental protection, occupational safety and health
         and equal employment practices) heretofore or currently in effect,
         except such violations that have been fully cured or satisfied without
         recourse or that in the aggregate will not have a material adverse
         effect on the condition (financial or otherwise), earnings, business or
         assets of the Company and its subsidiaries, considered as one
         enterprise.

                  (xxxi)   Neither the Company, the Bank nor any other
         subsidiary has any agreement or understanding with any person (A)
         concerning the future acquisition by the Company or the Bank of a
         controlling interest in any entity or (B) concerning the future
         acquisition by any person of a controlling interest in the Company, the
         Bank or any other subsidiary, in either case that is required by the
         1933 Act or the 1933 Act Regulations to be disclosed by the Company
         that is not disclosed in the Prospectus.

                  (xxxii)  The Company and its affiliates have complied with
         all provisions of Section 517.075, Florida Statutes, and all rules and
         regulations thereunder, relating to issuers doing business in Cuba.

                  (b)      Any certificate signed by any authorized officer of
the Company or the Bank and delivered to the Underwriter or to counsel for the
Underwriter pursuant to this Agreement shall be deemed a representation and
warranty by the Company to the Underwriter as to the matters covered thereby.

                  Section 2. Sale and Delivery to the Underwriter; Closing.

                  (a)      On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Trust agrees to sell to the Underwriter, and the Underwriter agrees to purchase
from the Trust, 2,000,000 Initial Securities at the purchase price and terms set
forth herein and in the Price Determination Agreement.

                  In addition, on the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Trust hereby grants an option to the Underwriter to purchase up to an
additional 300,000 Preferred Securities in accordance with the terms set forth
herein and in the Price Determination Agreement. The option hereby granted will
expire at 5:00 p.m. New York City time on the 30th day after the date the
Registration Statement is declared effective by the Commission (or at 5:00 p.m.
New York City time on the next business day following the 30th day if such 30th
day is not a business day) and may be exercised, on one occasion only, solely
for the purpose of covering over-allotments which may be made in connection with
the offering and distribution of the Initial Securities upon notice by the
Underwriter to the Company


                                       11

<PAGE>   12



setting forth the number of Option Securities as to which the Underwriter is
exercising the option and the time, date and place of payment and delivery for
the Option Securities. Such time and date of delivery (the "Option Closing
Date") shall be determined by the Underwriter but shall not be later than five
full business days after the exercise of said option, nor in any event prior to
Closing Time, as hereinafter defined, nor earlier than the second business day
after the date on which the notice of the exercise of the option shall have been
given.

                  (b)      Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of Schiff
Hardin & Waite, 7300 Sears Tower, Chicago, Illinois 60606, or at such other
place as shall be agreed upon by the Company and the Underwriter, at 8:00 a.m.
Chicago time on the third full business day after the effective date of the
Registration Statement, or at such other time not earlier than three nor more
than ten full business days thereafter as the Underwriter and the Company shall
determine (such date and time of payment and delivery being herein called the
"Closing Time"). In addition, in the event that any or all of the Option
Securities are purchased by the Underwriter, payment of the purchase price for,
and delivery of certificates for, such Option Securities shall be made at the
above-mentioned office of Schiff Hardin & Waite, or at such other place as shall
be agreed upon by the Company and the Underwriter, on the Option Closing Date as
specified in the notice from the Underwriter to the Company. Payment for the
Initial Securities and the Option Securities, if any, shall be made to the
Company by wire transfer of immediately available funds, against delivery to the
Underwriter for the account of the Underwriter of Preferred Securities to be
purchased by it.

                  (c)      The Preferred Securities shall be issued in the form
of one or more fully registered global securities (the "Global Securities") in
book-entry form in such denominations and registered in the name of the nominee
of The Depository Trust Company ("DTC") or in such names as the Underwriter may
request in writing at least one business day before the Closing Date or the
Option Closing Date, as the case may be. The Global Securities representing the
Initial Securities or the Option Securities to be purchased will be made
available for examination by the Underwriter and counsel to the Underwriter not
later than 10:00 a.m. New York City time on the business day prior to the
Closing Time or the Option Closing Date, as the case may be.

                  Section 3. Certain Covenants of the Offerors. Each of the 
Offerors covenants jointly and severally with the Underwriter as follows:

                  (a)      The Offerors will use their best efforts to cause the
Registration Statement to become effective and will notify the Underwriter
immediately, and confirm the notice in writing, (i) when the Registration
Statement, or any post-effective amendment to the Registration Statement, shall
have become effective, or any supplement to the Prospectus or any amended
Prospectus shall have been filed, (ii) of the receipt of any comments from the
Commission, (iii) of any request of the Commission to amend the Registration
Statement or amend or supplement the Prospectus or for additional information
and (iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Preferred Securities for

                                       12

<PAGE>   13



offering or sale in any jurisdiction, or of the institution or threatening of
any proceedings for any of such purposes. The Offerors will use every reasonable
effort to prevent the issuance of any such stop order or of any order preventing
or suspending such use and, if any such order is issued, to obtain the lifting
thereof at the earliest practicable moment.

                  (b)      The Offerors will not at any time file or make any
amendment to the Registration Statement or, if the Offerors have elected to rely
upon Rule 430A of the 1933 Act Regulations ("Rule 430A"), any amendment or
supplement to the Prospectus (including documents incorporated by reference into
the Registration Statement or the Prospectus) of which the Underwriter shall not
previously have been advised and furnished a copy, or to which the Underwriter
or counsel for the Underwriter shall reasonably object.

                  (c)      The Offerors have furnished or will furnish to the
Underwriter as many signed and conformed copies of the Registration Statement as
originally filed and of each amendment thereto, whether filed before or after
the Registration Statement becomes effective, copies of all exhibits and
documents filed therewith (including documents incorporated by reference into
the Prospectus pursuant to Item 12 of Form S-2 under the 1933 Act) and signed
copies of all consents and certificates of experts as the Underwriter may
reasonably request.

                  (d)      The Offerors will deliver or cause to be delivered to
the Underwriter, without charge, from time to time until the effective date of
the Registration Statement, as many copies of each preliminary prospectus as the
Underwriter may reasonably request, and the Offerors hereby consent to the use
of such copies for purposes permitted by the 1933 Act. The Offerors will deliver
or cause to be delivered to the Underwriter, without charge, as soon as the
Registration Statement shall have become effective (or, if the Offerors have
elected to rely upon Rule 430A, as soon as practicable after the Price
Determination Agreement has been executed and delivered) and thereafter from
time to time as requested by the Underwriter during the period when the
Prospectus is required to be delivered under the 1933 Act, such number of copies
of the Prospectus (as supplemented or amended) as the Underwriter may reasonably
request.

                  (e)      The Company will comply to the best of its ability
with the 1933 Act and the 1933 Act Regulations, and the 1934 Act and the 1934
Act Regulations, so as to permit the completion of the distribution of the
Preferred Securities as contemplated in this Agreement and in the Prospectus.
If, at any time when a prospectus is required by the 1933 Act to be delivered in
connection with sales of the Preferred Securities, any event shall occur or
condition exist as a result of which it is necessary, in the reasonable opinion
of counsel for the Underwriter or counsel for the Offerors, to amend the
Registration Statement or amend or supplement the Prospectus in order that the
Prospectus will not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein not
misleading, in the light of the circumstances existing at the time it is
delivered to a purchaser, or if it shall be necessary, in the reasonable opinion
of either such counsel, at any such time to amend the Registration Statement or
amend or supplement the Prospectus in order to comply with the requirements of
the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and
file with the Commission, subject to Section


                                       13

<PAGE>   14



3(b) hereof, such amendment or supplement as may be necessary to correct such
untrue statement or omission or to make the Registration Statement or the
Prospectus comply with such requirements.

                  (f)      The Offerors will use their best efforts, in
cooperation with the Underwriter, to qualify the Preferred Securities and the
Junior Subordinated Debentures, for offering and sale under the applicable
securities laws of such states and other jurisdictions as the Underwriter may
designate and to maintain such qualifications in effect for a period of not less
than one year from the effective date of the Registration Statement; provided,
however, that the Company shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation or as a dealer in
securities in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it
is not otherwise so subject. The Company will file such statements and reports
as may be required by the laws of each jurisdiction in which the Preferred
Securities have been qualified as above provided.

                  (g)      The Company will make generally available (within the
meaning of Rule 158 of the 1933 Act Regulations ("Rule 158") to its
securityholders and the Underwriter as soon as practicable, but not later than
90 days after the close of the period covered thereby, an earnings statement of
the Company and its subsidiaries (in form complying with the provisions of Rule
158) covering a period of at least 12 months beginning after the effective date
of the Registration Statement but not later than the first day of the Company's
fiscal quarter next following such effective date.

                  (h)      The Trust shall apply the entire proceeds from its
sale of the Preferred Securities, combined with the entire proceeds from the
issuance by the Trust to the Company of the Trust's Common Securities, to
purchase an equivalent amount of Junior Subordinated Debentures from the
Company. The Company and the Bank will use the net proceeds received by them
from the sale of the Junior Subordinated Debentures in the manner specified in
the Prospectus under the caption "Use of Proceeds."

                  (i)      The Offerors, during the period when a prospectus is
required by the 1933 Act to be delivered in connection with sales of Preferred
Securities, will timely file all documents required to be filed with the
Commission pursuant to Section 13 or 14 of the 1934 Act subsequent to the time
the Registration Statement becomes effective.

                  (j)      For a period of five years after the Closing Time,
the Company will furnish to the Underwriter copies of all annual reports,
quarterly reports and current reports filed by the Company with the Commission
and such other documents, reports, proxy statements and information as shall be
furnished by the Company to its shareholders generally.

                  (k)      The Company will provide to the holders of the
Preferred Securities annual reports containing financial statements audited by
the Company's independent auditors and, upon written request, the Company's
annual reports on Form 10-K.

                                       14

<PAGE>   15



                  (l)      The Offerors will file with the Nasdaq Stock Market
all documents and notices required by the Nasdaq Stock Market of companies that
have issued securities that are traded on the Nasdaq Stock Market's National
Market, in the over-the-counter market and quotations for which are reported by
the Nasdaq Stock Market.

                  (m)      The Company shall pay the legal fees and related
filing fees of Jenkens & Gilchrist, P.C. to prepare one or more "blue sky"
surveys (each, a "Blue Sky Survey") for use in connection with the offering of
the Preferred Securities as contemplated by the Prospectus and a copy of such
Blue Sky Survey or surveys shall be delivered to each of the Company and the
Underwriter.

                  (n)      If, at the time the Registration Statement becomes
effective, any information shall have been omitted therefrom in reliance upon
Rule 430A, then the Offerors will prepare, and file or transmit for filing with
the Commission in accordance with Rule 430A and Rule 424(b), copies of an
amended Prospectus or, if required by Rule 430A, a post-effective amendment to
the Registration Statement (including an amended Prospectus) containing all
information so omitted.

                  (o)      The Company will, at its expense, subsequent to the
issuance of the Preferred Securities, prepare and distribute to the Underwriter
and counsel to the Underwriter, a bound volume containing copies of the
documents used in connection with the issuance of the Preferred Securities.

                  (p)      The Offerors will not, prior to the Option Closing
Date or thirty (30) days after the date of this Agreement, whichever occurs
first, incur any material liability or obligation, direct or contingent, or
enter into any material transaction, other than in the ordinary course of
business, or any transaction with a related party which is required to be
disclosed in the Prospectus pursuant to Item 404 of Regulation S-K of the
Commission, except as contemplated by the Prospectus.

                  (q)      During a period of thirty (30) days from the date of
the Prospectus, neither the Trust nor the Company will, without the prior
written consent of the Underwriter, directly or indirectly, offer, sell, offer
to sell, or otherwise dispose of any Preferred Securities, any other beneficial
interests in the assets of the Trust, or any preferred securities or other
securities of the Trust or the Company that are substantially similar to the
Preferred Securities, including any guarantee of such securities. The foregoing
sentence shall not apply to any of the Preferred Securities to be sold
hereunder.

                  Section 4. Payment of Expenses.

                  (a)      The Offerors jointly and severally will pay and bear
all costs and expenses incident to the performance of its and the Trust's
obligations under this Agreement, including (a) the preparation, printing and
filing of the Registration Statement (including financial statements and
exhibits), as originally filed and as amended, all amendments thereto, all
preliminary prospectuses, the Prospectus and any amendments or supplements
thereto, and the cost of furnishing copies thereof


                                       15

<PAGE>   16



to the Underwriter, (b) the preparation, printing and distribution of this
Agreement, the Preferred Securities and the Blue Sky Survey, (c) the issuance
and delivery of the Preferred Securities to the Underwriter, including any
transfer taxes payable upon the sale of the Preferred Securities to the
Underwriter, (d) the fees and disbursements of the Company's counsel and
accountants, (e) Nasdaq Stock Market filing fees, (f) fees and disbursements of
Jenkens & Gilchrist, P.C. in connection with the Blue Sky Survey, (g) the
qualification of the Preferred Securities under the applicable securities laws
in accordance with Section 3(f) hereof, (h) any filing fee for review of the
Offering with the NASD, (i) the legal fees and expenses of the Underwriter's
counsel not to exceed $55,000 without the prior consent of the Company, and
general out-of-pocket expenses of the Underwriter not to exceed $15,000, (j) the
fees and expenses of the Indenture Trustee, including the fees and disbursements
of counsel for the Indenture Trustee, in connection with the Indenture and the
Junior Subordinated Debentures; (k) the fees and expenses of the Property
Trustee and Delaware Trustee, including the fees and disbursements of counsel
for the Property Trustee and the Delaware Trustee, in connection with the Trust
Agreement and the Certificate of Trust, and (l) all other costs incident to the
performance of the Offerors' obligations hereunder.

                  If (i) the Closing Time does not occur on or before September
30, 1998 or (ii) the Company abandons or terminates the Offering, or (iii) this
Agreement is terminated by the Underwriter in accordance with the provisions of
Section 5 or 9(a), the Company shall reimburse the Underwriter for its
reasonable out-of-pocket expenses, as set forth in this Section 4, including the
reasonable fees and disbursements of counsel for the Underwriter.

                  Section 5. Conditions of Underwriter's Obligations. The
obligations of the Underwriter to purchase and pay for the Preferred Securities
that it has agreed to purchase pursuant to this Agreement are subject to the
following further conditions:

                  (a)      The Registration Statement shall have become
effective not later than 4:00 p.m., New York City time, on the first business
day following the date hereof, or at such later time or on such later date as
the Underwriter may agree to in writing; at the Closing Time, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued under the 1933 Act and no proceedings for that purpose shall be pending
or, to the Underwriter's knowledge or the knowledge of the Offerors, shall be
contemplated by the Commission, and any request on the part of the Commission
for additional information shall have been complied with to the satisfaction of
counsel for the Underwriter. If the Offerors have elected to rely upon Rule
430A, a prospectus containing the information required by Rule 430A shall have
been filed with the Commission in accordance with Rule 424(b) (or a
post-effective amendment providing such information shall have been filed and
declared effective in accordance with the requirements of Rule 430A).

                  (b)      At the Closing Time, the Underwriter shall have
 received:

                  (i)      The favorable opinion, dated as of the Closing Time,
         of Jenkens & Gilchrist, counsel for the Company, in form and substance
         reasonably satisfactory to counsel for the Underwriter, substantially
         in the form set forth in Exhibit B.

                                       16

<PAGE>   17



                  (ii)     The favorable opinion, dated as of the Closing Time,
         of Richards Layton & Finger, P.A. special Delaware counsel for the
         Offerors, in form and substance satisfactory to counsel for the
         Underwriter, substantially in the form set forth in Exhibit C.

                  (iii)    The favorable opinion, dated as of the Closing Time,
         of Richards Layton & Finger, P.A. counsel for the Indenture Trustee and
         the Delaware Trustee, in form and substance satisfactory to counsel for
         the Underwriter, substantially in the form set forth in Exhibit D.

                  (iv)     The favorable opinion, dated as of the Closing Time,
         of Schiff Hardin & Waite, counsel for the Underwriter, in form and
         substance satisfactory to the Underwriter.

                  In giving such opinions, such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the federal law of the
United States, the laws of Texas (in the case of Jenkens & Gilchrist, P.C.) and
the laws of Delaware (in the case of Richards Layton & Finger, P.A.) upon
opinions of other counsel, who shall be counsel satisfactory to counsel for the
Underwriter, in which case the opinion shall state that such counsel believes
that it, the Underwriter and the Underwriter's counsel are entitled to so rely
upon the opinions of such other counsel. Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of officers or trustees of the
Company, the Bank and the Trust and certificates of public officials.

                  (c)      At the Closing Time and again at the Option Closing 
Date, (i) there shall not have been, since the respective dates as of which
information is given in the Registration Statement, any material adverse change
in the condition (financial or otherwise), earnings, business or assets of the
Company and its subsidiaries, considered as one enterprise, whether or not
arising in the ordinary course of business; (ii) no action, suit or proceeding
at law or in equity shall be pending or, to the knowledge of the Offerors,
threatened against the Company or any subsidiary or the Trust that would be
required to be set forth in the Prospectus that is not set forth therein, and no
proceedings shall be pending or, to the knowledge of the Offerors, threatened
against either of the Offerors or any subsidiary of the Company before or by any
federal, state or other commission, board or administrative agency wherein an
unfavorable decision, ruling or finding would materially adversely affect the
condition (financial or otherwise), earnings, business or assets of the Company
and its subsidiaries, considered as one enterprise, other than as set forth in
the Prospectus; (iii) each of the Offerors shall have complied, in all material
respects, with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the Closing Time or Option Closing Date,
as applicable; and (iv) the representations and warranties of the Offerors set
forth in Section l(a) hereof shall be accurate in all material respects as
though expressly made at and as of the Closing Time or Option Closing Date, as
applicable. At the Closing Time or the Option Closing Date, as applicable, the
Underwriter shall have received a certificate of the Chairman of the Board and
the Executive Vice President and Chief Financial Officer of the Company, dated
as of the Closing Time, to such effect.


                                       17

<PAGE>   18



                  (d)      At the time that this Agreement is executed by the
Company, the Underwriter shall have received from Coopers & Lybrand L.L.P., a
letter or letters, dated such date, in form and substance satisfactory to the
Underwriter, confirming that they are independent certified public accountants
with respect to the Company within the meaning of the 1933 Act and the 1933 Act
Regulations, and stating in effect that with respect to the Company:

                  (i)      in their opinion, the consolidated financial
         statements as of December 31, 1997 and 1996, and for each of the years
         in the three year period ended December 31, 1997 and the related
         financial statement schedules, if any, included or incorporated by
         reference in the Registration Statement and the Prospectus and covered
         by their opinions included therein comply as to form in all material
         respects with the applicable accounting requirements of the 1933 Act
         and the 1933 Act Regulations;

                  (ii)     on the basis of procedures (but not an audit in
         accordance with generally accepted accounting standards) specified by
         the American Institute of Certified Public Accountants for a review of
         interim financial information as described in SAS No. 71, Interim
         Financial Information, for the unaudited interim condensed consolidated
         financial information for the three month period ended March 31, 1998,
         including a reading of the latest available unaudited interim
         consolidated financial statements of the Company, a reading of the
         minutes of all meetings of the Board of Directors of the Company and
         the Bank and of the Audit-Compliance and Electronic Data Processing and
         Executive Committees of the Board of Directors of the Bank since
         January 1, 1998, inquiries of certain officials of the Company and its
         subsidiaries responsible for financial and accounting matters, and such
         other inquiries and procedures as may be specified in such letter,
         nothing came to their attention that caused them to believe that:

                  (A) the unaudited interim condensed consolidated financial
                  information included as Recent Developments in the Prospectus,
                  if any, are not stated in conformity with generally accepted
                  accounting principles applied on a basis consistent with that
                  of the audited financial statements included in the
                  Prospectus;

                  (B) at a specified date not more than three days prior to the
                  date of this Agreement, there was any increase in long-term
                  debt or Federal Home Loan Bank advances of the Company and its
                  consolidated subsidiaries or any decrease in total assets,
                  total deposits or shareholders' equity of the Company and its
                  consolidated subsidiaries, any increase in the number of
                  outstanding shares of capital stock of the Company and its
                  consolidated subsidiaries or any increase or decrease in loan
                  loss allowance of the Company and its consolidated
                  subsidiaries, in each case as compared with amounts shown in
                  the financial statements at December 31, 1997 included in the
                  Registration Statement, except in all cases for changes,
                  increases or decreases that the Registration Statement
                  discloses have occurred or may occur; or

                                       18

<PAGE>   19



                  (C) for the period from January 1, 1998 to a specified date
                  not more than three days prior to the date of this Agreement,
                  there was any decrease in consolidated net interest income,
                  net income, noninterest income or net income per share or any
                  increase in provision for loan losses or noninterest expense,
                  in each case as compared with a period of comparable length in
                  the preceding year, except in all cases for increases or
                  decreases that the Registration Statement discloses have
                  occurred or may occur; and

                  (iii)    in addition to the procedures referred to in clause 
         (ii) above, they have performed other specified procedures, not
         constituting an audit, with respect to certain amounts, percentages,
         numerical data and financial information appearing in the Registration
         Statement (including the Selected Consolidated Financial Data and
         Recent Developments, if any), having compared such items with, and have
         found such items to be in agreement with, the financial statements of
         the Company or general accounting records of the Company, as
         applicable, which are subject to the Company's internal accounting
         controls or other data and schedules prepared by the Company from such
         records.

                  (e)      At the Closing Time, the Underwriter shall have
received from Coopers & Lybrand L.L.P. a letter, in form and substance
satisfactory to the Underwriter and dated as of the Closing Time, reaffirming
the statements made in the letter(s) furnished pursuant to Section 5(d) hereof,
except that the inquiries specified in Section 5(d) hereof shall be made based
upon the latest available unaudited interim consolidated financial statements
and the specified date referred to shall be a date not more than three days
prior to the Closing Time.

                  (f)      At the Closing Time, counsel for the Underwriter 
shall have been furnished with all such documents, certificates and opinions as
they may request for the purpose of enabling them to pass upon the issuance and
sale of the Preferred Securities as contemplated in this Agreement and the
matters referred to in Section 5(c) hereof and in order to evidence the accuracy
and completeness of any of the representations, warranties or statements of the
Offerors, the performance of any of the covenants of the Offerors or the
fulfillment of any of the conditions herein contained; and all proceedings taken
by the Company at or prior to the Closing Time in connection with the
authorization, issuance and sale of the Preferred Securities and the Junior
Subordinated Debentures as contemplated in this Agreement shall be reasonably
satisfactory in form and substance to the Underwriter and to counsel for the
Underwriter.

                  (g)      The Company shall have paid, or made arrangements
satisfactory to the Underwriter for the payment of, all such expenses as may be
required by Section 4 hereof.

                  (h)      In the event the Underwriter exercises its option
provided in Section 2 hereof to purchase all or any portion of the Option
Securities, the obligations of the Underwriter to purchase the Option Securities
that it has agreed to purchase shall be subject to the receipt by the
Underwriter on the Option Closing Date of:


                                       19

<PAGE>   20



                           (1)     A certificate, dated the Option Closing Date,

                  of the Chairman of the Board and the Executive Vice President
                  and Chief Financial Officer of the Company confirming that the
                  certificate delivered at the Closing Time pursuant to Section
                  5(c) hereof remains true as of the Option Closing Date;

                           (2)     The favorable opinion of Jenkens & Gilchrist,
                  P.C. counsel for the Company, addressed to the Underwriter and
                  dated the Option Closing Date, in form satisfactory to counsel
                  to the Underwriter, relating to the Option Securities and
                  otherwise to the same effect as the opinion required by
                  Section 5(b)(i) hereof;

                           (3)     The favorable opinion of Richards Layton &
                  Finger, P.A. special Delaware counsel for the Offerors,
                  addressed to the Underwriter and dated the Option Closing
                  Date, in form satisfactory to counsel to the Underwriter,
                  relating to the Option Securities and otherwise to the same
                  effect as the opinion required by Section 5(b)(ii) hereof;

                           (4)     The favorable opinion of Richards Layton &
                  Finger, P.A. counsel for the Indenture Trustee and the
                  Delaware Trustee, addressed to the Underwriter and dated the
                  Option Closing Date, in form satisfactory to counsel to the
                  Underwriter, relating to the Option Securities and otherwise
                  to the same effect as the opinion required by Section
                  5(b)(iii) hereof;

                           (5)     The favorable opinion of Schiff Hardin &
                  Waite, counsel to the Underwriter, dated the Option Closing
                  Date, relating to the Option Securities and otherwise to the
                  same effect as the opinion required by Section 5(b)(iv)
                  hereof; and

                           (6)     A letter from Coopers & Lybrand L.L.P.
                  addressed to the Underwriter and dated the Option Closing
                  Date, in form and substance satisfactory to the Underwriter
                  and substantially the same in form and substance as the letter
                  furnished to the Underwriter pursuant to Section 5(e) hereof.

                  (i)      The Preferred Securities, the Guarantee and the 
Junior Subordinated Debentures shall have been qualified or registered for sale,
or subject to an available exemption from such qualification or registration,
under the Blue Sky or securities laws of such jurisdictions as shall have been
reasonably specified by the Underwriter, and the Offering contemplated by this
Agreement shall have been cleared by the NASD.

                  If any of the conditions specified in this Section 5 shall not
have been fulfilled when and as required by this Agreement, this Agreement may
be terminated by the Underwriter on notice to the Offerors at any time at or
prior to the Closing Time, and such termination shall be without liability of
any party to any other party, except as provided in Section 4 of this Agreement.
Notwithstanding any such termination, the provisions of Sections 4, 6, 10 and 12
of this Agreement shall remain in effect.

                                       20

<PAGE>   21



                  Section 6. Indemnification.

                  (a)      The Offerors jointly and severally agree to indemnify
and hold harmless the Underwriter, each officer, director, employees, agent and
legal counsel of the Underwriter, and each person, if any, who controls the
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20(a) of
the 1934 Act, against any loss, liability, claim, damage and expense whatsoever
(which shall include, but not be limited to, amounts incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any
claim or investigation whatsoever and any and all amounts paid in settlement of
any claim or litigation, provided such settlement is entered into with the
consent of the Offerors as provided herein), as and when incurred, arising out
of, based upon or in connection with (i) any untrue statement or alleged untrue
statement of a material fact or any omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, contained in (A) any preliminary prospectus, the
Registration Statement or the Prospectus (as from time to time amended and
supplemented), or any amendment or supplement thereto or in any document
incorporated by reference therein or required to be delivered with any
preliminary prospectus or the Prospectus or (B) in any application or other
document or communication (collectively called an "application") executed by or
on behalf of the Company or the Trust or based upon written information
furnished by or on behalf of the Company or the Trust filed in any jurisdiction
in order to qualify the Preferred Securities under the Blue Sky or securities
laws thereof or filed with the Commission, the NASD or any securities exchange,
unless such statement or omission or alleged statement or omission was made in
reliance upon and in conformity with written information concerning the
Underwriter, the Underwriting Agreement or the compensation of the Underwriter
furnished to the Offerors by or on behalf of the Underwriter expressly for
inclusion in any preliminary prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or in any application, as
the case may be, or (ii) any breach of any representation, warranty, covenant or
agreement of the Offerors contained in the Underwriting Agreement, provided,
however, that such indemnity with respect to any preliminary prospectus shall
not inure to the benefit of any Underwriter (or any person controlling such
Underwriter) from whom the person asserting any such loss, claim, damage,
liability or action purchased Preferred Securities that are the subject thereof
to the extent that any such loss, liability, claim, damage or expense (i)
results from the fact that the Underwriter failed to send or give a copy of the
Prospectus (as amended or supplemented) to such person at or prior to the
confirmation of the sale of such Preferred Securities to such person in any case
where such delivery is required by the 1933 Act and (ii) arises out of or is
based upon an untrue statement or omission of a material fact contained in such
preliminary prospectus that was corrected in the Prospectus (or any amendment or
supplement thereto), unless such failure to deliver the Prospectus (as amended
or supplemented) was the result of noncompliance by the Company. For purposes of
this section, the term "expense" shall include, but not be limited to, counsel
fees and costs, court costs, out-of-pocket costs and compensation for the time
spent by any of the Underwriter's directors, officers, employees and counsel
according to his or her normal hourly billing rates. The indemnification
provisions shall also extend to all directors, officers, employees, agents,
legal counsel and controlling persons of each affiliate of the Underwriter.


                                       21

<PAGE>   22



                  (b)      The Underwriter agrees to indemnify and hold harmless
each of the Offerors, each of their directors or trustees, each officer who
signed the Registration Statement, and each person, if any, who controls the
Offerors within the meaning of Section 15 of the 1933 Act or Section 20(a) of
the 1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) above, but only with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in any preliminary prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or any application in
reliance upon and in conformity with written information about the Underwriter,
the Underwriting Agreement or the compensation of the Underwriter, furnished to
either of the Offerors by the Underwriter expressly for inclusion in such
preliminary prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or in any application.

                  (c)      An indemnified party shall give prompt notice to each
indemnifying party if any action, suit, proceeding or investigation is commenced
in respect of which indemnity may be sought hereunder, but failure to notify an
indemnifying party shall not relieve the indemnifying party from its obligations
to indemnify hereunder, except to the extent that the indemnifying party has
been prejudiced in any material respect by such failure. If it so elects within
a reasonable time after receipt of such notice, an indemnifying party may assume
the defense of such action, including the employment of counsel satisfactory to
the indemnified parties and the payment of all expenses of the indemnified party
in connection with such action. Such indemnified party or parties shall have the
right to employ its or their own counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of such indemnified party or
parties unless the employment of such counsel shall have been authorized in
writing by the indemnifying party in connection with the defense of such action
or the indemnifying party shall not have promptly employed counsel satisfactory
to such indemnified party or parties or such indemnified party or parties shall
have reasonably concluded that there may be one or more legal defenses available
to it or them or to other indemnified parties that are different from or
additional to those available to one or more of the indemnifying parties, in any
of which events such fees and expenses shall be borne by the indemnifying party
and the indemnifying party shall not have the right to direct the defense of
such action on behalf of the indemnified party or parties. The Offerors shall be
jointly and severally liable for any settlement of any claim against the
Underwriter (or any of its directors, officers, employees, agents, legal counsel
or controlling persons) made with the Offerors' written consent, which consent
shall not be unreasonably withheld. The Offerors shall not, without the written
consent of the Underwriter, settle or compromise any claim against the
Underwriter (or any of its directors, officers, employees, agents, legal counsel
or controlling persons) based upon circumstances giving rise to an
indemnification claim against the Offerors hereunder unless such settlement or
compromise provides that the Underwriter and the other indemnified parties shall
be unconditionally and irrevocably released from all liability in respect to
such claim.

                  (d)      In order to provide for just and equitable
contribution, if a claim for indemnification pursuant to these indemnification
provisions is made but it is found in a final judgment by a court that such
indemnification may not be enforced in such case, even though the

                                       22

<PAGE>   23



express provisions hereof provide for indemnification in such case, then the
Offerors, on the one hand, and the Underwriter, on the other hand, shall
contribute to the amount paid or payable by such indemnified persons as a result
of such loss, liability, claim, damage and expense in such proportion as is
appropriate to reflect the relative benefits received by the Offerors, on the
one hand, and the Underwriter, on the other hand, from the underwriting, and
also the relative fault of the Offerors, on the one hand, and the Underwriter,
on the other hand, in connection with the statements, acts or omissions which
resulted in such loss, liability, claim, damage and expense, and any other
relevant equitable considerations. No person found liable for a fraudulent
misrepresentation or omission shall be entitled to contribution from any person
who is not also found liable for such fraudulent misrepresentation or omission.
Notwithstanding the foregoing, the Underwriter shall not be obligated to
contribute any amount hereunder that exceeds the amount of the underwriting
commission paid to the Underwriter with respect to the Preferred Securities
purchased by the Underwriter.

                  (e)      The indemnity and contribution agreements contained
herein are in addition to any liability which the Offerors may otherwise have to
the Underwriter.

                  (f)      Neither termination nor completion of the engagement
of the Underwriter nor any investigation made by or on behalf of the Underwriter
shall affect the indemnification obligations of the Offerors or the Underwriter
hereunder, which shall remain and continue to be operative and in full force and
effect.

                  Section 7. Representations, Warranties and Agreements to
Survive Delivery. The representations, warranties, indemnities, agreements and
other statements of the Offerors or their officers or trustees set forth in or
made pursuant to this Agreement will remain operative and in full force and
effect regardless of any investigation made by or on behalf of the Offerors or
the Underwriter or any controlling person and will survive delivery of and
payment for the Preferred Securities.

                  Section 8. Offering by the Underwriter. The Offerors are
advised by the Underwriter that the Underwriter proposes to make a public
offering of the Preferred Securities, on the terms and conditions set forth in
the Registration Statement from time to time as and when the Underwriter deems
advisable after the Registration Statement becomes effective. Because the NASD
is expected to view the Preferred Securities as interests in a direct
participation program, the offering of the Preferred Securities is being made in
compliance with the applicable provisions of Rule 2810 of the NASD's Conduct
Rules.

                  Section 9. Termination of Agreement.

                  (a)      The Underwriter may terminate this Agreement, by 
notice to the Offerors, at any time at or prior to the Closing Time (i) if there
has been, since the respective dates as of which information is given in the
Registration Statement, any material adverse change in the condition (financial
or otherwise), earnings, business or assets of the Company and its subsidiaries,
considered


                                       23

<PAGE>   24



as one enterprise, whether or not arising in the ordinary course of business, or
(ii) if there has occurred any outbreak or escalation of existing hostilities or
other national or international calamity or crisis, the effect of which on the
financial markets of the United States is such as to make it, in the
Underwriter's judgment, impracticable to market the Preferred Securities or
enforce contracts for the sale of the Preferred Securities, or (iii) if trading
in any securities of the Company has been suspended or materially limited by the
Commission or the NASD, or if trading generally on the New York Stock Exchange
or in the over-the-counter market has been suspended, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices for securities
have been required, by such exchange or by order of the Commission, the NASD or
any other governmental authority with appropriate jurisdiction over such
matters, or (iv) if a banking moratorium has been declared by either federal or
Texas authorities, or (v) if there shall have been such material and substantial
change in the market for securities in general or in political, financial or
economic conditions as in the Underwriter's judgment makes it inadvisable to
proceed with the offering, sale and delivery of the Preferred Securities on the
terms contemplated by the Prospectus, or (vi) if the Underwriter reasonably
determines (which determination shall be in good faith) that there has not been
satisfactory disclosure of all relevant financial information relating to the
Offerors in the Offerors' disclosure documents and that the sale of the
Preferred Securities is inadvisable given such disclosures.

                  (b)      If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party, except to the extent provided in Section 4 hereof. Notwithstanding any
such termination, the provisions of Sections 4, 6, 10 and 12 hereof shall remain
in effect.

                  Section 10. Notices. All notices and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given if delivered, mailed or transmitted by any standard form of
telecommunication. Notices shall be addressed as follows:

                  If to the Underwriter:

                           Ryan, Beck & Co., Inc.
                           220 South Orange Avenue
                           Livingston, New Jersey 07039
                           Attention: Bruce G. Miller, Senior Vice President

                  with a copy to:

                           Schiff Hardin & Waite
                           7300 Sears Tower
                           Chicago, Illinois 60606
                           Attention: Robert J. Minkus, Esq.


                                       24

<PAGE>   25



                  If to the Company or the Trust:

                           Southside Bancshares, Inc.
                           1201 South Beckham
                           P.O. Box 1079
                           Tyler, Texas 75701
                           Attention: Lee Gibson

                  with a copy to:

                           Jenkens & Gilchrist, P.C.
                           1445 Ross Avenue, Suite 5200
                           Dallas, Texas 75202
                           Attention: Ronald J. Frappier, Esq.

                  Section 11. Parties. This Agreement is made solely for the
benefit of the Underwriter, and the officers, directors, employees, agents and
legal counsel of the Underwriter specified in Section 6 hereof, the Trust and
the Company and, to the extent expressed, any person controlling the Trust, the
Company or the Underwriter, and the directors of the Company, or trustees of the
Trust, their respective officers who have signed the Registration Statement, and
their respective executors, administrators, successors and assigns, and no other
person shall acquire or have any right under or by virtue of this Agreement. The
term "successors and assigns" shall not include any purchaser, as such
purchaser, from the Underwriter of the Preferred Securities.

                  Section 12. Arbitration. Any claims, controversies, demands,
disputes or differences between or among the parties hereto or any persons bound
hereby arising out of, or by virtue of, or in connection with, or otherwise
relating to this Agreement shall be submitted to and settled by arbitration
conducted in Dallas, Texas before one or three arbitrators, each of whom shall
be knowledgeable in the field of securities law and investment banking. Such
arbitration shall be conducted in accordance with the rules then obtaining of
the American Arbitration Association. The parties hereto agree to share equally
the responsibility for all fees of the arbitrators, abide by any decision
rendered as final and binding and waive the right to appeal the decision or
otherwise submit the dispute to a court of law for a jury or non-jury trial. The
parties hereto specifically agree that neither party may appeal or subject the
award or decision of any such arbitrator to appeal or review in any court of law
or in equity or in any other tribunal, arbitration system or otherwise. Judgment
upon any award granted by such arbitrator may be enforced in any court having
jurisdiction thereof.

                  Section 13. Governing Law. This Agreement shall be governed by
the laws of the State of New Jersey.

                  Section 14. Counterparts. This Agreement may be executed in 
one or more counterparts (including by means of facsimile signature pages), any
one of which need not contain


                                       25

<PAGE>   26



the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                       26

<PAGE>   27





                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement between the Company and the
Underwriter in accordance with its terms.

                                   Very truly yours,

                                   SOUTHSIDE CAPITAL TRUST I

                                   By:  Southside Bancshares, Inc., as Depositor


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


                                   SOUTHSIDE BANCSHARES, INC.


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


Confirmed and accepted as of the date first above written:

RYAN, BECK & CO., INC.


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





                     [UNDERWRITING AGREEMENT SIGNATURE PAGE]



                                       27

<PAGE>   28



                                                                       EXHIBIT A




                            SOUTHSIDE CAPITAL TRUST I
                           (a Delaware business trust)

                         2,000,000 Preferred Securities
                  _____% Cumulative Trust Preferred Securities
                 (Liquidation Amount $10 per Preferred Security)



                          PRICE DETERMINATION AGREEMENT




                                                                __________, 1998




Ryan, Beck & Co., Inc.
220 South Orange Avenue
Livingston, New Jersey  07039

Ladies and Gentlemen:

         Reference is made to the Underwriting Agreement, dated the date hereof
(the "Underwriting Agreement"), among Southside Capital Trust I, a Delaware
business trust (the "Trust"), Southside Bancshares, Inc., a Texas corporation
(the "Company" and, together with the Trust, the "Offerors"), and Ryan, Beck &
Co., Inc. (the "Underwriter"). The Underwriting Agreement provides for the
purchase by the Underwriter from the Trust, subject to the terms and conditions
set forth therein, of 2,000,000 of the ____% Cumulative Trust Preferred
Securities of the Trust (the "Preferred Securities"), subject to the
Underwriter's option to purchase up to an additional 300,000 Preferred
Securities (to cover over-allotments, if any). This Agreement is the Price
Determination Agreement referred to in the Underwriting Agreement.

         Pursuant to Section 2 of the Underwriting Agreement, the Offerors agree
with the Underwriter as follows:


                                        1

<PAGE>   29



         1. The public offering price per Preferred Security shall be $10.

         2. The purchase price for the Preferred Securities to be paid by the
Underwriter shall be $10 per Preferred Security.

         3. The commission per Preferred Security to be paid by the Company to
the Underwriter for its commitment hereunder shall be $______ per Preferred
Security.

         4. The distribution rate on the Preferred Securities shall be ____% per
annum.

         The Offerors represent and warrant to the Underwriter that the
representations and warranties of the Offerors set forth in Section 1(a) of the
Underwriting Agreement are accurate as though expressly made at and as of the
date hereof.

         This Agreement shall be governed by the laws of the State of New
Jersey.

                            [SIGNATURE PAGE FOLLOWS]


                                        2

<PAGE>   30



         If the foregoing is in accordance with the understanding of the
Underwriter of the agreement between the Underwriter and the Offerors, please
sign and return to the Company a counterpart hereof (containing manually
executed or facsimile signatures pages), whereupon this instrument, along with
all counterparts and together with the Underwriting Agreement, shall be a
binding agreement between the Underwriter and the Offerors in accordance with
its terms and the terms of the Underwriting Agreement.

                                   Very truly yours,

                                   SOUTHSIDE CAPITAL TRUST I

                                   By:  Southside Bancshares, Inc., as Depositor


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

                                   SOUTHSIDE BANCSHARES, INC.


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

Confirmed and accepted as of the date first above written:

RYAN, BECK & CO., INC.


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







                 [PRICE DETERMINATION AGREEMENT SIGNATURE PAGE]

                                        3

<PAGE>   31



                                                                       EXHIBIT B


The opinion of counsel to the Company to be delivered pursuant to Section
5(b)(i) of the Underwriting Agreement shall be substantially to the effect that:

1.   Each of the Company and Southside Delaware is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Texas, with requisite corporate power and authority to own, lease and operate
its properties and conduct its business as described in the Registration
Statement and is registered as a bank holding company under the BHC Act. The
Bank is a banking corporation duly incorporated, validly existing and in good
standing under the laws of the State of Texas, with requisite power and
authority to own, lease and operate its properties and conduct its business as
described in the Registration Statement. Each of the Company's other
subsidiaries is duly incorporated, validly existing and in good standing under
the laws of its respective jurisdiction of incorporation, with requisite
corporate power and authority to own, lease and operate its respective
properties and conduct its business as described in the Registration Statement,
except where the failure to be in good standing would not have a material
adverse effect on the Company and its subsidiaries, considered as one
enterprise.

2.   The Company and each subsidiary are duly qualified to transact business as
foreign corporations under the corporation laws of each jurisdiction in which
the Company or such subsidiary, as the case may be, owns or leases property of a
nature, has an office or transacts business of a type that would make such
qualification necessary, except where the failure so to qualify would not have a
material adverse effect on the Company and its subsidiaries, considered as one
enterprise.

3.   The deposit accounts of the Bank are insured by the Bank Insurance Fund of
the FDIC up to the maximum amount allowable by law, and, to such counsel's
knowledge, no proceedings for the termination or revocation of such membership
or insurance are pending or threatened.

4.   All of the issued and outstanding shares of capital stock of each of the
Company's direct or indirect subsidiaries have been duly and validly authorized
and issued and are fully paid and nonassessable and, to such counsel's
knowledge, are owned by the Company or one of its wholly-owned subsidiaries,
free and clear of any security interests, liens, pledges, claims or other
encumbrances, except where the failure to own such shares free and clear of any
security interests, liens, pledges, claims or other encumbrances would not have
a material adverse effect on the Company and its subsidiaries, considered as one
enterprise.

5.   The authorized capital stock of the Company as of the date indicated is as
set forth in the Prospectus under the heading "Capitalization."

6.   The Company has the requisite corporate power and authority to execute,
deliver and perform the Underwriting Agreement and to issue the Junior
Subordinated Debentures as contemplated by

                                        1

<PAGE>   32



the Prospectus; the Underwriting Agreement has been duly authorized, executed
and delivered by the Company.

7.   The Trust Agreement has been duly authorized, executed and delivered by the
Company.

8.   The Guarantee Agreement has been duly authorized, executed and delivered by
the Company and is a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or affecting creditors' rights generally and by
general equity principles (whether considered in a proceeding in equity or at
law).

9.   The Expense Agreement has been duly authorized, executed and delivered by 
the Company and is a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or affecting creditors' rights generally and by
general equity principles (whether considered in a proceeding in equity or at
law).

10.  The Indenture has been duly authorized, executed and delivered by the
Company, has been duly qualified under the Trust Indenture Act and is a valid
and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally and by general equity
principles (whether considered in a proceeding in equity or at law).

11.  The Junior Subordinated Debentures have been duly authorized, executed and
delivered by the Company and, when duly authenticated in accordance with the
Indenture and delivered and paid for as contemplated by the Prospectus, will be
valid and binding obligations of the Company, entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally and by general equity principles (whether considered
in a proceeding in equity or at law).

12.  Neither the Company nor the Trust is an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act.

13.  The statements set forth in the Registration Statement under the captions
"Description of Preferred Securities," "Description of Junior Subordinated
Debentures," "Description of Guarantee" and "Relationship Among the Preferred
Securities, the Junior Subordinated Debentures and the Guarantee," insofar as
they purport to describe the provisions of the laws referred to therein, fairly
summarize in all material respects the legal matters described therein.


                                        2

<PAGE>   33



14.  The statements of law or legal conclusions and opinions set forth in the
Registration Statement under the caption "Certain Federal Income Tax
Consequences," subject to the assumptions and conditions described therein,
constitute such counsel's opinion.

15.  The Registration Statement was declared effective under the 1933 Act as of
the date and time specified in such opinion, any required filing of the
Prospectus or any supplement thereto pursuant to Rule 424(b) has been made in
the manner and within the time period required by Rule 424(b) and, to such
counsel's knowledge and information, no stop order suspending the effectiveness
of the Registration Statement has been issued under the 1933 Act and no
proceedings therefor have been initiated or overtly threatened by the
Commission.

16.  The Registration Statement (including the information required by Rule
430A, if applicable) and the Prospectus and any amendment or supplement thereto
(except for the financial statements and other financial and statistical data
included therein or omitted therefrom, as to which such counsel need express no
opinion), as of their respective effective or issue dates, complied as to form
in all material respects with the applicable requirements of the 1933 Act and
the 1933 Act Regulations.

17.  The documents incorporated by reference in the Prospectus (except for the
exhibits and the financial statements and other financial or statistical data
included therein or omitted therefrom, as to which such counsel need express no
opinion, and except to the extent that any statement therein is modified or
superseded in the Prospectus), as of the dates they were filed with the
Commission, complied as to form in all material respects with the applicable
requirements of the 1934 Act and the 1934 Act Regulations.

18.  Such counsel knows of no legal or governmental proceedings pending to which
the Company or any subsidiary is a party or of which any property of the Company
or any subsidiary is the subject that are required to be disclosed in the
Registration Statement that are not so disclosed or that would affect the
consummation of the transactions contemplated in the Underwriting Agreement or
the Indenture; and such counsel knows of no such proceedings that are threatened
or contemplated by governmental authorities or threatened by others.

19.  Such counsel knows of no contracts, indentures, mortgages, loan agreements,
notes, leases or other instruments required to be described in the Registration
Statement or to be filed as exhibits thereto other than those described therein
or filed or incorporated by reference as exhibits thereto, and such instruments
as are summarized in the Registration Statement are fairly summarized in all
material respects.

20.  No approval, authorization, consent, registration, qualification or other
order of any public board or body is required in connection with the execution
and delivery of the Underwriting Agreement, the Trust Agreement, the Guarantee
Agreement, the Expense Agreement and the Indenture or the issuance and sale of
the Preferred Securities or the consummation by the Company of the other
transactions contemplated by the Underwriting Agreement, the Trust Agreement,
the

                                        3

<PAGE>   34



Guarantee Agreement, the Expense Agreement or the Indenture, except such as have
been obtained under the 1933 Act, the 1934 Act and the Trust Indenture Act or
such as may be required under the blue sky or securities laws of various states
in connection with the offering and sale of the Preferred Securities.

21.  The execution and delivery of the Underwriting Agreement, the Trust
Agreement, the Guarantee Agreement, the Expense Agreement and the Indenture, the
issue and sale of the Junior Subordinated Debentures, the compliance by the
Company with the provisions of the Junior Subordinated Debentures, the
Indenture, the Trust Agreement, the Guarantee Agreement, the Expense Agreement
and the Underwriting Agreement and the consummation of the transactions therein
contemplated will not conflict with or constitute a breach of, or default under,
the articles of incorporation or by-laws of the Company or any subsidiary or a
breach or default under any contract, indenture, mortgage, loan agreement, note,
lease or other agreement that the Company has certified as material to such
counsel to which either the Company or any subsidiary is a party or by which any
of them or any of their respective properties may be bound except for such
breaches as would not have a material adverse effect on the Company and its
subsidiaries considered as one enterprise, nor will such action result in a
violation on the part of the Company or any subsidiary of any applicable law or
regulation or of any administrative, regulatory or court decree known to such
counsel.

22.  Such counsel has participated in conferences with officers and
representatives of the Company, representatives of the independent public
accountants for the Company and the Underwriter at which the contents of the
Registration Statement and the Prospectus and related matters were discussed,
and, although it is not passing upon and does not assume any responsibility for
and has not verified the accuracy, completeness or fairness of the statements
contained in the Registration Statement and the Prospectus, on the basis of the
foregoing (relying as to materiality to a large extent upon facts provided by
officers and other representatives of the Company) no facts have come to such
counsel's attention that leads it to believe that either the Registration
Statement or any amendment thereto, at the time it became effective (including
the information deemed to be part of the Registration Statement at the time of
effectiveness pursuant to Rule 430A(b)), contained an untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or that the
Prospectus, or any amendment or supplement thereto, as of its date and as of the
Closing Date contained or contains an untrue statement of a material fact or
omitted or omits to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading (it being understood that such
counsel need express no belief or opinion with respect to the exhibits and the
financial statements and other financial and statistical data included therein).



                                        4

<PAGE>   35



                                                                       EXHIBIT C

The opinion of special Delaware counsel to the Company and the Trust to be
delivered pursuant to Section 5(b)(ii) of the Underwriting Agreement shall be
substantially to the effect that:


1.   The Trust has been duly created and is validly existing in good standing as
a business trust under the Delaware Act and all filings required under the laws
of the State of Delaware with respect to the creation and valid existence of the
Trust as a business trust have been made.

2.   Under the Delaware Act and the Trust Agreement, the Trust has the business
trust power and authority to own its property and to conduct its business, all
as described in the Prospectus.

3.   The Trust Agreement constitutes a valid and binding obligation of the
Company and the Trustees and is enforceable against the Company and the Trustees
in accordance with its terms, except as such enforceability may be limited by
(i) bankruptcy, insolvency, receivership, liquidation, fraudulent transfer,
reorganization, moratorium and other similar laws relating to or affecting the
rights and remedies of creditors generally, (ii) general principles of equity
(regardless of whether considered and applied in a proceeding in equity or at
law) and (iii) considerations of public policy or the effect of applicable law
relating to fiduciary duties.

4.   Under the Delaware Act and the Trust Agreement, the Trust has the business
trust power and authority to execute and deliver, and to perform its obligations
under, the Underwriting Agreement and to issue and perform its obligations under
the Preferred Securities and the Common Securities.

5.   Under the Delaware Act and the Trust Agreement, the execution and delivery
by the Trust of the Underwriting Agreement, and the performance by the Trust of
its obligations thereunder, have been duly authorized by all necessary business
trust action on the part of the Trust.

6.   The Preferred Securities have been duly authorized for issuance by the
Trust Agreement and, when issued, executed, authenticated and delivered in
accordance with the terms of the Trust Agreement against payment therefor as set
forth in the Underwriting Agreement, will be duly and validly issued and
(subject to the terms of the Trust Agreement) fully paid and nonassessable
undivided beneficial interests in the assets of the Trust entitled to the
benefits of the Trust Agreement (subject to the limitations set forth in
paragraph 3 above). The holders of the Preferred Securities, as beneficial
owners of the Trust, will be entitled to the same limitations of personal
liability as are extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware; provided
that such counsel may note that the holders of Preferred Securities will be
required to make certain payments described in the Trust Agreement.

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

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in the assets of the Trust entitled to the benefits of the Trust Agreement
(subject to the limitations set forth in paragraph 3 above).

8.   Under the Delaware Act and the Trust Agreement, the issuance of the 
Preferred Securities and the Common Securities is not subject to any preemptive
rights.

9.   The issuance and sale by the Trust of the Preferred Securities and Common
Securities, the purchase by the Trust of the Junior Subordinated Debentures, the
execution, delivery and performance by the Trust of the Underwriting Agreement,
the consummation by the Trust of the transactions contemplated by the
Underwriting Agreement and the compliance by the Trust with its obligations
thereunder will not violate (i) any of the provisions of the Certificate of
Trust or the Trust Agreement or (ii) any applicable Delaware law or
administrative regulation.



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                                                                       EXHIBIT D


The opinion of counsel to Trust Company and Delaware Trustee to be delivered
pursuant to Section 5(b)(iii) of the Underwriting Agreement shall be
substantially to the effect that:

         1. The Trust Company is a national banking corporation with trust
powers, duly organized, validly existing and in good standing under the laws of
the United States, with all necessary power and authority to execute and
deliver, and to carry out and perform its obligations under, the terms of the
Indenture, the Trust Agreement and the Guarantee Agreement.

         2. The Delaware Trust is a Delaware banking corporation with trust
powers, duly organized, validly existing and in good standing under the laws of
the State of Delaware, with all necessary power and authority to execute and
deliver, and to carry out and perform its obligations under, the terms of the
Trust Agreement.

         3. The execution, delivery and performance by the Property Trustee of
the Trust Agreement, the execution, delivery and performance by the Guarantee
Trustee of the Guarantee Agreement and the execution, delivery and performance
by the Indenture Trustee of the Indenture have been duly authorized by all
necessary corporate action on the part of the Property Trustee, the Guarantee
Trustee and the Indenture Trustee, respectively. The Trust Agreement, the
Guarantee Agreement and the Indenture have been duly executed and delivered by
the Property Trustee, the Guarantee Trustee and the Indenture Trustee,
respectively, and constitute the legal, valid and binding obligations of the
Property Trustee, the Guarantee Trustee and the Indenture Trustee, respectively,
enforceable against the Property Trustee, the Guarantee Trustee and the
Indenture Trustee, respectively, in accordance with their terms, except as
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, receivership or similar laws relating
to the enforcement of creditors' rights generally, and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

         4. The execution, delivery and performance of the Trust Agreement, the
Guarantee Agreement and the Indenture by the Property Trustee, the Guarantee
Trustee and the Indenture Trustee, respectively, does not conflict with or
constitute a breach of the charter or by-laws of the Property Trustee, the
Guarantee Trustee and the Indenture Trustee, respectively.

         5. No consent, approval or authorization of, or registration with or
notice to any federal or ___________ State banking authority is required for the
execution, delivery or performance by the Property Trustee, the Guarantee
Trustee or the Indenture Trustee of the Trust Agreement, the Guarantee Agreement
and the Indenture, respectively.

         6. The Junior Subordinated Debentures delivered on the date hereof have
been duly authenticated by the Indenture Trustee in accordance with the terms of
the Indenture.





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