Exhibit 10.2

                               FMB Equibanc, Inc.

                           Dated as of August 4, 2005



<PAGE>

                                TABLE OF CONTENTS


                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

                                                                            PAGE

SECTION 1.1.  Definitions and Interpretation..................................1

                                       ARTICLE II
                   POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.1.  Powers and Duties of the Guarantee Trustee......................4

SECTION 2.2.  Certain Rights of the Guarantee Trustee.........................5

SECTION 2.3.  Not Responsible for Recitals or Issuance of Guarantee...........7

SECTION 2.4.  Events of Default; Waiver.......................................7

SECTION 2.5.  Events of Default; Notice.......................................8

                                   ARTICLE III
                              THE GUARANTEE TRUSTEE

SECTION 3.1.  The Guarantee Trustee; Eligibility..............................8

SECTION 3.2.  Appointment, Removal and Resignation of the
              Guarantee Trustee...............................................9

                                   ARTICLE IV
                                    GUARANTEE

SECTION 4.1.  Guarantee.......................................................9

SECTION 4.2.  Waiver of Notice and Demand....................................10

SECTION 4.3.  Obligations Not Affected.......................................10

SECTION 4.4.  Rights of Holders..............................................11

SECTION 4.5.  Guarantee of Payment...........................................11

SECTION 4.6.  Subrogation....................................................11

SECTION 4.7.  Independent Obligations........................................12

SECTION 4.8.  Enforcement....................................................12

                                      -i-

<PAGE>

                                    ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.1.  Limitation of Transactions.....................................12

SECTION 5.2.  Ranking........................................................13

                                   ARTICLE VI
                                   TERMINATION

SECTION 6.1.  Termination....................................................13

                                   ARTICLE VII
                                 INDEMNIFICATION

SECTION 7.1.  Exculpation....................................................14

SECTION 7.2.  Indemnification................................................14

SECTION 7.3.  Compensation; Reimbursement of Expenses........................15

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.1.  Successors and Assigns.........................................16

SECTION 8.2.  Amendments.....................................................16

SECTION 8.3.  Notices........................................................16

SECTION 8.4.  Benefit........................................................17

SECTION 8.5.  Governing Law..................................................17

SECTION 8.6.  Counterparts...................................................17


                                      -ii-

<PAGE>

                               GUARANTEE AGREEMENT

        This GUARANTEE AGREEMENT (the "Guarantee"),  dated as of August 4, 2005,
is executed and delivered by FMB Equibanc,  Inc.,  incorporated  in Georgia (the
"Guarantor"),  and JPMorgan Chase Bank,  National  Association,  as trustee (the
"Guarantee  Trustee"),  for the benefit of the Holders (as defined  herein) from
time to time of the Capital  Securities (as defined  herein) of FMB 2005 Capital
Trust I, a Delaware statutory trust (the "Issuer").

        WHEREAS,  pursuant to an Amended and Restated  Declaration of Trust (the
"Declaration"),  dated as of August 4, 2005, among the trustees named therein of
the Issuer, FMB Equibanc, Inc., as sponsor, and the Holders from time to time of
undivided  beneficial  interests  in the  assets of the  Issuer,  the  Issuer is
issuing on the date hereof securities, having an aggregate liquidation amount of
up to $4,000,000, designated the TP Securities (the "Capital Securities"); and

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

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

                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1.  Definitions and Interpretation.

        In this Guarantee, unless the context otherwise requires:

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

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

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

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

                (e) terms defined in the Declaration as of the date of execution
        of this  Guarantee  have the same meanings when used in this  Guarantee,
        unless  otherwise  defined  in this  Guarantee  or  unless  the  context
        otherwise requires; and
<PAGE>

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

        "Beneficiaries"  means  any  Person to whom the  Issuer is or  hereafter
becomes indebted or liable.

        "Corporate  Trust Office"  means the office of the Guarantee  Trustee at
which the  corporate  trust  business of the  Guarantee  Trustee  shall,  at any
particular time, be principally administered.

        "Covered Person" means any Holder of Capital Securities.

        "Debentures" means the junior  subordinated  debentures of FMB Equibanc,
Inc.,  designated the Junior  Subordinated Debt Securities due 2035, held by the
Institutional Trustee (as defined in the Declaration) of the Issuer.

        "Event of Default" has the meaning set forth in Section 2.4.

        "Guarantee  Payments"  means the  following  payments or  distributions,
without duplication,  with respect to the Capital Securities,  to the extent not
paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined
in the Declaration)  which are required to be paid on such Capital Securities to
the extent the Issuer has funds available in the Property Account (as defined in
the Declaration) therefor at such time, (ii) the Redemption Price (as defined in
the  Indenture)  to the extent the Issuer has funds  available  in the  Property
Account therefor at such time, with respect to any Capital Securities called for
redemption by the Issuer,  (iii) the Special Redemption Price (as defined in the
Indenture) to the extent the Issuer has funds available in the Property  Account
therefor at such time, with respect to Capital  Securities called for redemption
upon the occurrence of a Special Event (as defined in the  Indenture),  and (iv)
upon  a  voluntary  or  involuntary  liquidation,   dissolution,  winding-up  or
termination  of the Issuer (other than in connection  with the  distribution  of
Debentures  to the Holders of the  Capital  Securities  in exchange  therefor as
provided in the Declaration), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Capital Securities to the
date of payment,  to the extent the Issuer has funds  available  in the Property
Account  therefor  at such  time,  and (b) the  amount of  assets of the  Issuer
remaining  available for  distribution  to Holders in  liquidation of the Issuer
after  satisfaction  of  liabilities  to  creditors of the Issuer as required by
applicable law (in either case, the "Liquidation Distribution").

        "Guarantee  Trustee" means JPMorgan  Chase Bank,  National  Association,
until a Successor  Guarantee  Trustee has been  appointed  and has accepted such
appointment  pursuant to the terms of this Guarantee and  thereafter  means each
such Successor Guarantee Trustee.

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

        "Indemnified  Person"  means the  Guarantee  Trustee  (including  in its
individual  capacity),  any Affiliate of the Guarantee Trustee, or any officers,
directors,   shareholders,

                                      -2-
<PAGE>

nominees, custodians or agents of the Guarantee Trustee.

        "Indenture" means the Indenture, dated as of August 4, 2005, between the
Guarantor and JPMorgan Chase Bank, National  Association,  not in its individual
capacity but solely as trustee, and any indenture  supplemental thereto pursuant
to which the  Debentures  are to be issued to the  Institutional  Trustee of the
Issuer.

        "Liquidation  Distribution"  has the meaning set forth in the definition
of "Guarantee Payments" herein.

        "Majority  in  liquidation  amount  of  the  Capital  Securities"  means
Holder(s) of outstanding  Capital  Securities,  voting together as a class,  but
separately  from the  holders  of  Common  Securities,  of more  than 50% of the
aggregate  liquidation amount (including the stated amount that would be paid on
redemption,  liquidation or otherwise, plus accrued and unpaid Distributions to,
but excluding, the date upon which the voting percentages are determined) of all
Capital Securities then outstanding.

        "Obligations"  means  any  costs,   expenses  or  liabilities  (but  not
including liabilities related to taxes) of the Issuer, other than obligations of
the  Issuer to pay to  holders  of any Trust  Securities  the  amounts  due such
holders pursuant to the terms of the Trust Securities.

        "Officer's Certificate" means, with respect to any Person, a certificate
signed by one  Authorized  Officer of such  Person.  Any  Officer's  Certificate
delivered with respect to compliance  with a condition or covenant  provided for
in this Guarantee shall include:

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

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

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

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

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

        "Responsible  Officer" means, with respect to the Guarantee Trustee, any
officer within the Corporate  Trust Office of the Guarantee  Trustee with direct
responsibility for the administration of any matters relating to this Guarantee,
including any vice president,  any



                                      -3-
<PAGE>

assistant vice president, any secretary, any assistant secretary, the treasurer,
any  assistant  treasurer,  any trust  officer or other officer of the Corporate
Trust Office of the Guarantee Trustee customarily  performing  functions similar
to those performed by any of the above designated  officers and also means, with
respect to a particular  corporate trust matter,  any other officer to whom such
matter is referred  because of that officer's  knowledge of and familiarity with
the particular subject.

        "Successor  Guarantee  Trustee"  means  a  successor  Guarantee  Trustee
possessing the qualifications to act as Guarantee Trustee under Section 3.1.

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

                                   ARTICLE II
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.1.      Powers and Duties of the Guarantee Trustee.
                  ------------------------------------------

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

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

                (c) The Guarantee Trustee, before the occurrence of any Event of
        Default  and after the curing or  waiving of all Events of Default  that
        may have  occurred,  shall  undertake to perform only such duties as are
        specifically set forth in this Guarantee, and no implied covenants shall
        be read into this Guarantee  against the Guarantee  Trustee.  In case an
        Event  of  Default  has  occurred  (that  has not been  cured or  waived
        pursuant  to Section  2.4(b))  and is  actually  known to a  Responsible
        Officer of the Guarantee  Trustee,  the Guarantee Trustee shall exercise
        such of the rights and powers  vested in it by this  Guarantee,  and use
        the same degree of care and skill in its exercise thereof,  as a prudent
        person would exercise or use under the  circumstances  in the conduct of
        his or her own affairs.

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

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


                                      -4-
<PAGE>

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

                                (B) in the  absence  of bad faith on the part of
                        the  Guarantee   Trustee,   the  Guarantee  Trustee  may
                        conclusively rely, as to the truth of the statements and
                        the correctness of the opinions expressed therein,  upon
                        any certificates or opinions  furnished to the Guarantee
                        Trustee  and  conforming  to the  requirements  of  this
                        Guarantee;  but in the case of any such  certificates or
                        opinions  furnished  to  the  Guarantee   Trustee,   the
                        Guarantee  Trustee  shall be under a duty to examine the
                        same to  determine  whether  or not on their  face  they
                        conform to the requirements of this Guarantee;

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

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

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

SECTION 2.2.      Certain Rights of the Guarantee Trustee.
                  ---------------------------------------

        (a) Subject to the provisions of Section 2.1:

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


                                      -5-
<PAGE>

                        (ii) Any direction or act of the Guarantor  contemplated
                by  this  Guarantee  shall  be  sufficiently   evidenced  by  an
                Officer's Certificate.

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

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

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

                        (vi) The Guarantee  Trustee shall be under no obligation
                to  exercise  any of the  rights or powers  vested in it by this
                Guarantee at the request or direction of any Holder, unless such
                Holder  shall  have  provided  to  the  Guarantee  Trustee  such
                security and indemnity, reasonably satisfactory to the Guarantee
                Trustee,  against the costs, expenses (including attorneys' fees
                and expenses and the expenses of the Guarantee Trustee's agents,
                nominees or custodians) and  liabilities  that might be incurred
                by it in  complying  with such request or  direction,  including
                such  reasonable  advances as may be requested by the  Guarantee
                Trustee;  provided,  however,  that  nothing  contained  in this
                Section  2.2(a)(vi)  shall  be taken to  relieve  the  Guarantee
                Trustee,  upon the  occurrence  of an Event of  Default,  of its
                obligation  to  exercise  the rights and powers  vested in it by
                this Guarantee.

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

                        (viii) The  Guarantee  Trustee  may  execute  any of the
                trusts or powers  hereunder  or  perform  any  duties  hereunder
                either directly or by or through agents, nominees, custodians or
                attorneys,  and the Guarantee  Trustee shall not be



                                      -6-
<PAGE>

responsible  for any  misconduct  or  negligence  on the  part of any  agent  or
attorney appointed with due care by it hereunder.

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

                        (x) Whenever in the administration of this Guarantee the
                Guarantee   Trustee   shall   deem  it   desirable   to  receive
                instructions  with respect to  enforcing  any remedy or right or
                taking any other action hereunder, the Guarantee Trustee (A) may
                request   instructions   from  the  Holders  of  a  Majority  in
                liquidation  amount of the Capital  Securities,  (B) may refrain
                from  enforcing such remedy or right or taking such other action
                until such  instructions are received and (C) shall be protected
                in  conclusively  relying on or acting in  accordance  with such
                instructions.

                        (xi) The  Guarantee  Trustee shall not be liable for any
                action  taken,  suffered,  or  omitted to be taken by it in good
                faith and  reasonably  believed by it to be authorized or within
                the  discretion  or rights or powers  conferred  upon it by this
                Guarantee.

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

SECTION 2.3.      Not Responsible for Recitals or Issuance of Guarantee.
                  -----------------------------------------------------

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

SECTION 2.4.      Events of Default; Waiver.
                  -------------------------

                (a) An Event of Default under this Guarantee will occur upon the
        failure  of  the  Guarantor  to  perform  any of its  payment  or  other
        obligations hereunder.

                (b) The  Holders  of a  Majority  in  liquidation  amount of the
        Capital  Securities  may,  voting or consenting as a class, on behalf of
        the  Holders of all of the Capital  Securities,  waive any past Event of
        Default  and its  consequences.  Upon  such  waiver,  any



                                      -7-
<PAGE>

        such Event of Default shall cease to exist,  and shall be deemed to have
        been  cured,  for every  purpose of this  Guarantee,  but no such waiver
        shall extend to any  subsequent  or other default or Event of Default or
        impair any right consequent thereon.

SECTION 2.5.      Events of Default; Notice.
                  -------------------------

                (a) The  Guarantee  Trustee  shall,  within  90 days  after  the
        occurrence of an Event of Default, transmit by mail, first class postage
        prepaid, to the Holders of the Capital Securities, notices of all Events
        of Default  actually  known to a  Responsible  Officer of the  Guarantee
        Trustee,  unless such defaults have been cured before the giving of such
        notice; provided, however, that the Guarantee Trustee shall be protected
        in  withholding  such notice if and so long as a Responsible  Officer of
        the Guarantee  Trustee in good faith  determines that the withholding of
        such  notice  is  in  the  interests  of  the  Holders  of  the  Capital
        Securities.

                (b) The Guarantee Trustee shall not be charged with knowledge of
        any Event of Default  unless the  Guarantee  Trustee shall have received
        written  notice  thereof  from the  Guarantor or a Holder of the Capital
        Securities,  or a Responsible  Officer of the Guarantee  Trustee charged
        with the  administration  of this Guarantee shall have actual  knowledge
        thereof.

                                  ARTICLE III
                              THE GUARANTEE TRUSTEE

SECTION 3.1.  The Guarantee Trustee; Eligibility.
              ----------------------------------

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

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

                        (ii) be a corporation or national association  organized
                and  doing  business  under  the laws of the  United  States  of
                America or any state or territory  thereof or of the District of
                Columbia,  or Person  authorized  under  such  laws to  exercise
                corporate trust powers, having a combined capital and surplus of
                at least Fifty Million U.S. Dollars  ($50,000,000),  and subject
                to supervision or examination by federal, state,  territorial or
                District of Columbia authority.  If such corporation or national
                association  publishes  reports of condition at least  annually,
                pursuant to law or to the  requirements  of the  supervising  or
                examining authority referred to above, then, for the purposes of
                this Section  3.1(a)(ii),  the  combined  capital and surplus of
                such corporation or national  association  shall be deemed to be
                its combined capital and surplus as set forth in its most recent
                report of condition so published.

                (b) If at any  time  the  Guarantee  Trustee  shall  cease to be
        eligible to so act under Section  3.1(a),  the  Guarantee  Trustee shall
        immediately  resign  in the  manner  and with the  effect  set  forth in
        Section 3.2(c).


                                      -8-
<PAGE>

                (c)  If  the   Guarantee   Trustee  has  or  shall  acquire  any
        "conflicting interest' within the meaning of Section 310(b) of the Trust
        Indenture  Act,  the  Guarantee  Trustee  shall  either  eliminate  such
        interest  or resign to the  extent and in the  manner  provided  by, and
        subject to, this Guarantee.

SECTION 3.2.      Appointment, Removal and Resignation of the Guarantee Trustee.
                  -------------------------------------------------------------

                (a)  Subject to Section  3.2(b),  the  Guarantee  Trustee may be
        appointed or removed  without cause at any time by the Guarantor  except
        during an Event of Default.

                (b) The  Guarantee  Trustee  shall not be removed in  accordance
        with  Section  3.2(a)  until a  Successor  Guarantee  Trustee  has  been
        appointed  and has  accepted  such  appointment  by  written  instrument
        executed  by such  Successor  Guarantee  Trustee  and  delivered  to the
        Guarantor.

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

                (d) If no Successor  Guarantee Trustee shall have been appointed
        and accepted  appointment as provided in this Section 3.2 within 60 days
        after delivery of an instrument of removal or resignation, the Guarantee
        Trustee  resigning or being  removed may petition any court of competent
        jurisdiction  for  appointment of a Successor  Guarantee  Trustee.  Such
        court may thereupon,  after  prescribing such notice,  if any, as it may
        deem proper, appoint a Successor Guarantee Trustee.

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

                (f) Upon termination of this Guarantee or removal or resignation
        of the  Guarantee  Trustee  pursuant to this Section 3.2, the  Guarantor
        shall pay to the  Guarantee  Trustee all amounts  owing to the Guarantee
        Trustee  under  Sections  7.2  and  7.3  accrued  to the  date  of  such
        termination, removal or resignation.

                                   ARTICLE IV
                                    GUARANTEE

SECTION 4.1.   Guarantee.
               ---------

                (a) The Guarantor irrevocably and unconditionally  agrees to pay
        in full to the Holders the Guarantee  Payments  (without  duplication of
        amounts  theretofore paid by the Issuer), as and when due, regardless of
        any  defense  (except as defense  of  payment by the  Issuer),  right of
        set-off  or  counterclaim  that  the  Issuer  may  have or  assert.  The


                                      -9-
<PAGE>

        Guarantor's  obligation to make a Guarantee  Payment may be satisfied by
        direct  payment of the required  amounts by the Guarantor to the Holders
        or by causing the Issuer to pay such amounts to the Holders.

                (b) The  Guarantor  hereby  also  agrees to  assume  any and all
        Obligations of the Issuer and in the event any such Obligation is not so
        assumed,  subject  to the terms and  conditions  hereof,  the  Guarantor
        hereby  irrevocably and  unconditionally  guarantees to each Beneficiary
        the full payment,  when and as due, of any and all  Obligations  to such
        Beneficiaries.  This  Guarantee is intended to be for the  Beneficiaries
        who have received notice hereof.

SECTION 4.2.    Waiver of Notice and Demand.
                ---------------------------

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

SECTION 4.3.   Obligations Not Affected.
               ------------------------

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

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

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

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

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


                                      -10-
<PAGE>

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

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

                (g) any  other  circumstance  whatsoever  that  might  otherwise
        constitute a legal or equitable discharge or defense of a guarantor,  it
        being  the  intent  of this  Section  4.3  that the  obligations  of the
        Guarantor  hereunder shall be absolute and  unconditional  under any and
        all circumstances.

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

SECTION 4.4.  Rights of Holders.
              -----------------

                (a) The  Holders  of a  Majority  in  liquidation  amount of the
        Capital  Securities have the right to direct the time,  method and place
        of conducting any  proceeding for any remedy  available to the Guarantee
        Trustee in respect of this  Guarantee  or to direct the  exercise of any
        trust  or  power  conferred  upon  the  Guarantee   Trustee  under  this
        Guarantee; provided, however, that (subject to Sections 2.1 and 2.2) the
        Guarantee  Trustee  shall  have the right to  decline to follow any such
        direction if the Guarantee  Trustee shall  determine that the actions so
        directed would be unjustly prejudicial to the Holders not taking part in
        such  direction  or if the  Guarantee  Trustee  being  advised  by legal
        counsel  determines  that the action or  proceeding  so directed may not
        lawfully be taken or if the Guarantee Trustee in good faith by its board
        of directors or trustees,  executive  committee or a trust  committee of
        directors or trustees and/or  Responsible  Officers shall determine that
        the action or proceeding so directed would involve the Guarantee Trustee
        in personal liability.

                (b) Any  Holder of  Capital  Securities  may  institute  a legal
        proceeding  directly  against the  Guarantor  to enforce  the  Guarantee
        Trustee's rights under this Guarantee, without first instituting a legal
        proceeding  against  the  Issuer,  the  Guarantee  Trustee  or any other
        Person.  The  Guarantor  waives any right or remedy to require  that any
        such action be brought first against the Issuer,  the Guarantee  Trustee
        or any other Person before so proceeding directly against the Guarantor.

SECTION 4.5.  Guarantee of Payment.
              --------------------

        This Guarantee creates a guarantee of payment and not of collection.

SECTION 4.6.  Subrogation.
              -----------

        The Guarantor  shall be subrogated to all (if any) rights of the Holders
of Capital Securities against the Issuer in resp ect of any amounts paid to such
Holders by the  Guarantor  under this  Guarantee;  provided,  however,  that the
Guarantor shall not (except to the extent  required by applicable  provisions of
law) be entitled to enforce or exercise  any right that it may acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment  under this  Guarantee,  if, after giving effect to any



                                      -11-
<PAGE>

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

SECTION 4.7.  Independent Obligations.
              -----------------------

        The  Guarantor   acknowledges   that  its   obligations   hereunder  are
independent  of the  obligations  of the  Issuer  with  respect  to the  Capital
Securities  and that the  Guarantor  shall be liable as principal  and as debtor
hereunder to make  Guarantee  Payments  pursuant to the terms of this  Guarantee
notwithstanding  the  occurrence  of any event  referred to in  subsections  (a)
through (g), inclusive, of Section 4.3 hereof.

SECTION 4.8.  Enforcement.
              -----------

        A Beneficiary may enforce the Obligations of the Guarantor  contained in
Section  4.1(b)  directly  against the Guarantor,  and the Guarantor  waives any
right or remedy to require that any action be brought  against the Issuer or any
other person or entity before proceeding against the Guarantor.

        The  Guarantor  shall  be  subrogated  to all  rights  (if  any)  of any
Beneficiary   against  the  Issuer  in  respect  of  any  amounts  paid  to  the
Beneficiaries by the Guarantor under this Guarantee; provided, however, that the
Guarantor shall not (except to the extent  required by applicable  provisions of
law) be entitled to enforce or exercise any rights that it may acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment  under  this  Guarantee,  if,  after  giving  effect to such
payment, any amounts are due and unpaid under this Guarantee.

                                   ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.1.  Limitation of Transactions.
              --------------------------

        So long as any Capital Securities remain outstanding, if (a) there shall
have occurred and be  continuing an Event of Default or (b) the Guarantor  shall
have  selected  an  Extension  Period as provided  in the  Declaration  and such
period, or any extension thereof,  shall have commenced and be continuing,  then
the Guarantor may not (x) declare or pay any dividends or  distributions  on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the  Guarantor's  capital  stock or (y)  make any  payment  of  principal  of or
interest  or  premium,  if any,  on or  repay,  repurchase  or  redeem  any debt
securities of the Guarantor  that rank pari passu in all respects with or junior
in interest to the  Debentures  (other than (i) payments  under this  Guarantee,
(ii) repurchases,  redemptions or other  acquisitions of shares of capital stock
of the Guarantor (A) in connection with any employment contract, benefit plan or
other  similar  arrangement  with or for the  benefit of one or more  employees,
officers,   directors,  or  consultants,  (B)  in  connection  with  a  dividend
reinvestment  or stockholder  stock purchase plan or (C) in connection  with the
issuance of capital stock of the Guarantor (or  securities  convertible  into or
exercisable  for  such  capital  stock),  as  consideration  in  an  acquisition
transaction  entered into prior to the occurrence of the Event of Default or the
applicable   Extension   Period,   (iii)   as  a   result   of   any   exchange,
reclassification,  combination  or



                                      -12-
<PAGE>

conversion  of any  class or  series of the  Guarantor's  capital  stock (or any
capital stock of a subsidiary of the  Guarantor)  for any class or series of the
Guarantor's  capital  stock  or of  any  class  or  series  of  the  Guarantor's
indebtedness for any class or series of the Guarantor's  capital stock, (iv) the
purchase of  fractional  interests in shares of the  Guarantor's  capital  stock
pursuant to the  conversion or exchange  provisions of such capital stock or the
security  being  converted or exchanged,  (v) any  declaration  of a dividend in
connection with any stockholder's  rights plan, or the issuance of rights, stock
or other  property  under any  stockholder's  rights plan, or the  redemption or
repurchase  of rights  pursuant  thereto,  or (vi) any  dividend  in the form of
stock,  warrants,  options or other rights where the dividend stock or the stock
issuable  upon  exercise of such  warrants,  options or other rights is the same
stock as that on which the  dividend  is being  paid or ranks pari passu with or
junior to such stock).

SECTION 5.2.  Ranking.
              -------

        This Guarantee will constitute an unsecured  obligation of the Guarantor
and will rank  subordinate  and junior in right of payment  to all  present  and
future Senior  Indebtedness  (as defined in the Indenture) of the Guarantor.  By
their  acceptance  thereof,  each  Holder of  Capital  Securities  agrees to the
foregoing provisions of this Guarantee and the other terms set forth herein.

        The right of the Guarantor to participate in any  distribution of assets
of  any  of  its  subsidiaries  upon  any  such   subsidiary's   liquidation  or
reorganization  or otherwise is subject to the prior claims of creditors of that
subsidiary,  except to the extent the  Guarantor  may itself be  recognized as a
creditor of that subsidiary. Accordingly, the Guarantor's obligations under this
Guarantee  will  be  effectively   subordinated   to  all  existing  and  future
liabilities of the Guarantor's  subsidiaries,  and claimants should look only to
the assets of the Guarantor for payments  thereunder.  This  Guarantee  does not
limit the  incurrence  or issuance  of other  secured or  unsecured  debt of the
Guarantor,  including Senior Indebtedness of the Guarantor,  under any indenture
or agreement that the Guarantor may enter into in the future or otherwise.

                                   ARTICLE VI
                                   TERMINATION

SECTION 6.1.  Termination.
              -----------

        This  Guarantee  shall  terminate as to the Capital  Securities (i) upon
full payment of the Redemption  Price or the Special  Redemption  Price,  as the
case  may  be,  of all  Capital  Securities  then  outstanding,  (ii)  upon  the
distribution  of all of the  Debentures  to the  Holders  of all of the  Capital
Securities or (iii) upon full payment of the amounts  payable in accordance with
the Declaration upon dissolution of the Issuer.  This Guarantee will continue to
be  effective  or will be  reinstated,  as the case  may be,  if at any time any
Holder of Capital  Securities  must  restore  payment of any sums paid under the
Capital Securities or under this Guarantee.


                                      -13-
<PAGE>

                                  ARTICLE VII
                                 INDEMNIFICATION

SECTION 7.1.  Exculpation.
              -----------

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

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

SECTION 7.2.      Indemnification.

                (a) The Guarantor  agrees to indemnify each  Indemnified  Person
        for, and to hold each Indemnified  Person harmless against,  any and all
        loss, liability, damage, claim or expense incurred without negligence or
        willful misconduct on the part of the Indemnified Person, arising out of
        or in connection with the acceptance or  administration  of the trust or
        trusts  hereunder,  including  but not limited to the costs and expenses
        (including reasonable legal fees and expenses) of the Indemnified Person
        defending itself against,  or  investigating,  any claim or liability in
        connection  with the exercise or performance  of any of the  Indemnified
        Person's powers or duties hereunder.  The obligation to indemnify as set
        forth in this Section 7.2 shall  survive the  resignation  or removal of
        the Guarantee Trustee and the termination of this Guarantee.

                (b) Promptly after receipt by an  Indemnified  Person under this
        Section  7.2  of  notice  of  the  commencement  of  any  action,   such
        Indemnified  Person  will,  if a claim in respect  thereof is to be made
        against the  Guarantor  under this Section 7.2,  notify the Guarantor in
        writing of the  commencement  thereof;  but the failure so to notify the
        Guarantor  (i) will not  relieve  the  Guarantor  from  liability  under
        paragraph  (a) above unless and to the extent that the Guarantor did not
        otherwise  learn  of  such  action  and  such  failure  results  in  the
        forfeiture by the Guarantor of substantial  rights and defenses and (ii)
        will not, in any event,  relieve the Guarantor  from any  obligations to
        any  Indemnified  Person  other  than  the  indemnification   obligation
        provided in  paragraph  (a) above.  The  Guarantor  shall be entitled to
        appoint counsel of the Guarantor's choice at the Guarantor's


                                      -14-
<PAGE>

        expense  to  represent  the  Indemnified  Person in any action for which
        indemnification  is  sought  (in  which  case the  Guarantor  shall  not
        thereafter  be  responsible  for the fees and  expenses of any  separate
        counsel  retained  by the  Indemnified  Person or Persons  except as set
        forth below); provided, however, that such counsel shall be satisfactory
        to the Indemnified Person.  Notwithstanding the Guarantor's  election to
        appoint counsel to represent the Indemnified  Person in any action,  the
        Indemnified  Person  shall  have the  right to employ  separate  counsel
        (including  local counsel),  and the Guarantor shall bear the reasonable
        fees,  costs and expenses of such separate  counsel (and local counsel),
        if (i) the use of  counsel  chosen by the  Guarantor  to  represent  the
        Indemnified  Person  would  present  such  counsel  with a  conflict  of
        interest, (ii) the actual or potential defendants in, or targets of, any
        such action  include both the  Indemnified  Person and the Guarantor and
        the Indemnified Person shall have reasonably concluded that there may be
        legal defenses  available to it and/or other  Indemnified  Persons which
        are different  from or additional to those  available to the  Guarantor,
        (iii) the Guarantor shall not have employed counsel  satisfactory to the
        Indemnified   Person  to  represent  the  Indemnified  Person  within  a
        reasonable  time after notice of the  institution of such action or (iv)
        the Guarantor shall authorize the Indemnified  Person to employ separate
        counsel at the expense of the Guarantor. The Guarantor will not, without
        the  prior  written  consent  of  the  Indemnified  Persons,  settle  or
        compromise  or consent to the entry of any judgment  with respect to any
        pending or threatened  claim,  action,  suit or proceeding in respect of
        which  indemnification  or contribution may be sought hereunder (whether
        or not the Indemnified  Persons are actual or potential  parties to such
        claim or action) unless such settlement,  compromise or consent includes
        an unconditional  release of each Indemnified  Person from all liability
        arising out of such claim, action, suit or proceeding.

SECTION 7.3.  Compensation; Reimbursement of Expenses.
              ---------------------------------------

        Other  than as  provided  in the Fee  Agreement  of even  date  herewith
between Cohen Bros. & Company,  the Guarantee  Trustee and Delaware  Trustee (as
defined in the Declaration), the Guarantor agrees:

                (a) to pay to the  Guarantee  Trustee  from  time to  time  such
        compensation  for all  services  rendered by it hereunder as the parties
        shall  agree  to from  time to time  (which  compensation  shall  not be
        limited  by any  provision  of law in  regard to the  compensation  of a
        trustee of an express trust); and

                (b) except as otherwise  expressly provided herein, to reimburse
        the  Guarantee  Trustee  upon  request  for  all  reasonable   expenses,
        disbursements and advances incurred or made by it in accordance with any
        provision of this Guarantee  (including the reasonable  compensation and
        the expenses and  disbursements  of its agents and counsel),  except any
        such  expense,  disbursement  or advance as may be  attributable  to its
        negligence or willful misconduct.

        The  provisions  of this Section 7.3 shall  survive the  resignation  or
removal of the Guarantee Trustee and the termination of this Guarantee.


                                      -15-
<PAGE>

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.1.  Successors and Assigns.
              ----------------------

        All guarantees and agreements contained in this Guarantee shall bind the
successors,  assigns,  receivers,  trustees and representatives of the Guarantor
and shall inure to the benefit of the  Holders of the  Capital  Securities  then
outstanding.  Except  in  connection  with any  merger or  consolidation  of the
Guarantor  with or into  another  entity or any sale,  transfer  or lease of the
Guarantor's  assets or  capital  stock to  another  entity,  in each case to the
extent permitted under the Indenture, the Guarantor may not assign its rights or
delegate its obligations  under this Guarantee without the prior approval of the
Holders  of not less  than a  Majority  in  liquidation  amount  of the  Capital
Securities.

SECTION 8.2.  Amendments.
              ----------

        Except with  respect to any  changes  that do not  adversely  affect the
rights of Holders of the Capital  Securities  in any material  respect (in which
case no consent of Holders will be required), this Guarantee may be amended only
with  the  prior  approval  of the  Holders  of not  less  than  a  Majority  in
liquidation amount of the Capital Securities.  The provisions of the Declaration
with  respect  to  amendments  thereof  shall  apply  equally  with  respect  to
amendments of the Guarantee.

SECTION 8.3.  Notices.
              -------

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

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

                     JPMorgan Chase Bank, National Association
                     600 Travis Street, 50th Floor
                     Houston, Texas 77002
                     Attention:  Worldwide Securities Services
                     FMB 2005 Capital Trust I
                     Telecopy:  (713) 216-2101
                     Telephone: (713) 216-4181

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


                                      -16-
<PAGE>

                     FMB Equibanc, Inc.
                     201 North Main Street
                     Statesboro, Georgia 30458
                     Attention: Dwayne E. Rocker
                     Telecopy: (912) 489-9864
                     Telephone: (912) 489-2600

                (c) If given to any  Holder of the  Capital  Securities,  at the
        address set forth on the books and records of the Issuer.

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

SECTION 8.4.  Benefit.
              -------

        This  Guarantee  is solely for the benefit of the Holders of the Capital
Securities and, subject to Section 2.1(a),  is not separately  transferable from
the Capital Securities.

SECTION 8.5.  Governing Law.
              -------------

        THIS GUARANTEE  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE LAW OF THE STATE OF NEW YORK,  WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

SECTION 8.6.  Counterparts.
              ------------

        This  Guarantee may contain more than one  counterpart  of the signature
page and this  Guarantee may be executed by the affixing of the signature of the
Guarantor and the Guarantee Trustee to any of such counterpart  signature pages.
All of such  counterpart  signature  pages shall be read as though one, and they
shall have the same force and effect as though all of the  signers  had signed a
single signature page.



                                      -17-
<PAGE>

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

                                    FMB EQUIBANC, INC.,
                                    AS GUARANTOR


                                    By: /s/ Charles R. Nessmith
                                       ----------------------------------------
                                    Name: Charles R. Nessmith
                                         --------------------------------------
                                    Title: President & CEO
                                          -------------------------------------



                                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                                    AS GUARANTEE TRUSTEE


                                    By: /s/ Shelly A. Sterling
                                       ----------------------------------------

                                    Name: Shelly A. Sterling
                                         --------------------------------------

                                    Title: Vice President
                                          -------------------------------------




                                      -18-