REPUBLIC BANCSHARES INC, S-2/A, 1997-06-05

REPUBLIC BANCSHARES INC
S-2/A, 1997-06-05
STATE COMMERCIAL BANKS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1997

REGISTRATION STATEMENT NOS. 333-28213 AND 333-28213-01

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

AMENDMENT NO. 1

FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
REPUBLIC BANCSHARES, INC.
RBI CAPITAL TRUST I
(Exact name of registrant and co-registrant as specified in its charter)

<TABLE>
<C> <C>
FLORIDA 59-3347653
DELAWARE APPLIED FOR
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

111 SECOND AVENUE N.E.
ST. PETERSBURG, FLORIDA 33701
(813) 823-7300

(Address, including zip code, and telephone number, including
area code, of registrant's agent for service and principal executive offices)

CHRISTOPHER M. HUNTER, ESQ.
CORPORATE COUNSEL AND CORPORATE SECRETARY
REPUBLIC BANCSHARES, INC.
111 SECOND AVENUE N.E.
ST. PETERSBURG, FLORIDA 33701
(813) 823-7300
(Name, address, including zip code, and telephone number,
including area code, of registrant's and co-registrant's agent for service)
---------------------
Copies of communications to:

<TABLE>
<C> <C> <C>
JOHN A. BUCHMAN, ESQ. CHESTER E. BACHELLER, ESQ. ALISON W. MILLER, ESQ.
HOLLAND & KNIGHT LLP HOLLAND & KNIGHT LLP MICHAEL I. KEYES, ESQ.
2100 PENNSYLVANIA AVENUE, N.W. 200 CENTRAL AVENUE STEARNS, WEAVER, MILLER
WASHINGTON, D.C. 20037-3202 ONE PROGRESS PLAZA WEISSLER, ALHADEFF & SITTERSON, P.A.
(202) 955-3000 ST. PETERSBURG, FLORIDA 33701 MUSEUM TOWER
(813) 227-8500 150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
(305) 789-3500
</TABLE>

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

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statements for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JUNE 4, 1997

<TABLE>
<S> <C> <C>
[REPUBLIC BANCSHARES LOGO]
$25,000,000

RBI CAPITAL TRUST I
</TABLE>

2,500,000 SHARES OF % CUMULATIVE TRUST PREFERRED SECURITIES

(LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY)

GUARANTEED, AS DESCRIBED HEREIN, BY

REPUBLIC BANCSHARES, INC.

The % Cumulative Trust Preferred Securities (the "Preferred
Securities") offered hereby represent preferred undivided beneficial interests
in the assets of RBI Capital Trust I, a statutory business trust created under
the laws of the State of Delaware ("RBI Capital"). Republic Bancshares, Inc., a
Florida corporation (the "Company"), will own all the common securities
representing undivided beneficial interests in the assets of RBI Capital (the
"Common Securities" and, together with the Preferred Securities will be referred
to herein as the "Trust Securities"). (continued on next page)

Application has been made to list the Preferred Securities for quotation on
The Nasdaq Stock Market's National Market under the symbol "REPBP." See "Risk
Factors -- Absence of Market."
---------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 9 HEREOF FOR CERTAIN INFORMATION
RELEVANT TO AN INVESTMENT IN THE PREFERRED SECURITIES.

---------------------
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK
AND ARE NOT INSURED BY THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION
INSURANCE FUND OR THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER
OR GOVERNMENT AGENCY.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------

<TABLE>
<CAPTION>
============================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC COMMISSION(1) RBI CAPITAL(2)(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Preferred Security.......................... $10.00 (3) $10.00
- ------------------------------------------------------------------------------------------------------------
Total(4)........................................ $25,000,000 (3) $25,000,000
============================================================================================================
</TABLE>

(1) RBI Capital and the Company have each agreed to indemnify the Underwriters
against certain liabilities under the Securities Act of 1933. See
"Underwriting."
(2) Before deduction of expenses payable by the Company estimated at
$ .
(3) In view of the fact that the proceeds of the sale of the Preferred
Securities will be used to purchase the Junior Subordinated Debentures of
the Company, the Company has agreed to pay to the Underwriters, as
compensation for arranging the investment therein of such proceeds,
$ per Preferred Security (or $ in the aggregate). See
"Underwriting."
(4) RBI Capital and the Company have granted the Underwriters an option,
exercisable within 30 days after the date of this Prospectus, to purchase up
to an additional 375,000 aggregate liquidation amount of the Preferred
Securities on the same terms as set forth above, solely to cover
over-allotments, if any. If such over-allotment option is exercised in full,
the total Price to Public and Proceeds to RBI Capital will be $28,750,000
and $28,750,000, respectively. See "Underwriting."

The Preferred Securities are offered by the Underwriters subject to receipt
and acceptance by them, prior sale and the Underwriters' right to reject any
order in whole or in part and to withdraw, cancel or modify the offer without
notice. It is expected that delivery of the Preferred Securities will be made in
book-entry form through the book-entry facilities of The Depository Trust
Company on or about , 1997 against payment therefor in immediately
available funds.

[WILLIAM R. HOUGH & CO.] [RYAN, BECK & CO LOGO]

THE DATE OF THIS PROSPECTUS IS , 1997

<PAGE> 3

(cover page continued)

Wilmington Trust Company is the Property Trustee (as defined herein) of RBI
Capital. RBI Capital exists for the sole purpose of issuing the Trust Securities
and investing the gross proceeds thereof in an equivalent amount of %
Junior Subordinated Debentures (the "Junior Subordinated Debentures") of the
Company. The Junior Subordinated Debentures will mature on , 2027
(the "Stated Maturity"), which date may be shortened to a date not earlier than
, 2002, if certain conditions are met (including the Company having
received prior approval by the Board of Governors of the Federal Reserve System
or any successor agency (the "Federal Reserve") if then required under
applicable Federal Reserve capital guidelines or policies). The Common
Securities will represent an aggregate liquidation amount equal to at least 3%
of the total capital of RBI Capital. The Preferred Securities will have a
preference under certain circumstances with respect to cash distributions and
amounts payable on liquidation, redemption or otherwise over the Common
Securities. See "Description of the Preferred Securities -- Redemption or
Exchange -- Subordination of Common Securities."

The Preferred Securities will be represented by one or more global
securities registered in the name of a nominee of The Depository Trust Company,
as depository ("DTC"). Beneficial interests in the global securities will be
shown on, and transfer thereof will be effected only through, records maintained
by DTC and its participants. Except as described under "Description of Preferred
Securities," Preferred Securities in definitive form will not be issued and
owners of beneficial interests in the global securities will not be considered
holders of the Preferred Securities. Settlement for the Preferred Securities
will be made in immediately available funds. The Preferred Securities will trade
in DTC's Same-Day Funds Settlement System, and secondary market trading activity
for the Preferred Securities will therefore settle in immediately available
funds.

Holders of Preferred Securities are entitled to receive preferential
cumulative cash distributions, at the annual rate of % of the liquidation
amount of $10 per Preferred Security (the "Liquidation Amount"), accruing from
the date of original issuance and payable quarterly in arrears on the last day
of March, June, September and December of each year, commencing ,
1997 (the "Distributions"). Such Distributions are considered under current law
to be interest paid by the Company to the holders of Preferred Securities for
United States federal income tax purposes. Interest on the Junior Subordinated
Debentures will accrue at the same rate as distributions accrue on the Preferred
Securities. The Company has the right, so long as no Debenture Event of Default
(as defined herein) has occurred and is continuing, to defer payment of interest
on the Junior Subordinated Debentures at any time or from time to time for a
period not to exceed 20 consecutive quarters with respect to each deferral
period (each, an "Extended Interest Payment Period"); provided that no Extended
Interest Payment Period may extend beyond the Stated Maturity. Upon the
termination of any such Extended Interest Payment Period and the payment of all
amounts then due, the Company may elect to begin a new Extended Interest Payment
Period subject to the requirements set forth herein. If interest payments on the
Junior Subordinated Debentures are so deferred, Distributions on the Preferred
Securities will also be deferred, and the Company will not be permitted to
declare or pay any cash distributions with respect to debt securities that rank
pari passu with or junior to the Junior Subordinated Debentures or with respect
to its capital stock. During an Extended Interest Payment Period, interest on
the Junior Subordinated Debentures will continue to accrue (and the amount of
Distributions to which holders of the Preferred Securities are entitled will
accumulate) at the rate of % per annum, compounded quarterly, and under
such circumstances holders of the Preferred Securities will be required to
include interest income (in the form of original issue discount) in their gross
income for United States Federal income tax purposes in advance of receipt of
the Distributions with respect to such deferred interest payments. See
"Description of the Junior Subordinated Debentures -- Option to Extend Interest
Payment Period," "Certain Federal Income Tax Consequences -- Interest Income and
Original Issue Discount" and "-- Sales of Preferred Securities." The Company has
no current intention of exercising its right to defer payments of interest by
extending the interest payment period on the Junior Subordinated Debentures. The
Company believes that the mere existence of its right to defer interest payments
should not cause the Preferred Securities to be issued with original issue
discount for federal income tax purposes. However, it is possible that the
Internal Revenue Service could take the position that the likelihood of deferral
was not a remote contingency within the meaning of applicable Treasury
Regulations. See "Description of the Junior Subordinated Debentures -- Option to
Extend Interest Payment Period" and "Certain Federal Income Tax
Consequences -- Interest Income and Original Issue Discount."

The Company and RBI Capital believe that, taken together, the obligations
of the Company under the Guarantee, the Trust Agreement, the Junior Subordinated
Debentures, the Indenture and the Expense Agreement (each as defined herein)
provide, in the aggregate, an irrevocable and unconditional guarantee, on a
subordinated basis, of all of the obligations of RBI Capital under the Preferred
Securities. See "Relationship Among the Preferred Securities, the

ii
<PAGE> 4

Junior Subordinated Debentures and the Guarantee -- Irrevocable and
Unconditional Guarantee." The Guarantee of the Company guarantees the payment of
Distributions and payments on liquidation or redemption of the Preferred
Securities, but only in each case to the extent of funds held by RBI Capital, as
described herein. See "Description of the Guarantee -- General." If the Company
does not make interest payments on the Junior Subordinated Debentures held by
RBI Capital, RBI Capital will have insufficient funds to pay Distributions on
the Preferred Securities. The Guarantee does not cover payments of Distributions
when RBI Capital does not have sufficient funds to pay such Distributions. In
such event, a holder of Preferred Securities may in certain circumstances
institute a legal proceeding directly against the Company pursuant to the terms
of the Indenture to enforce payments of amounts equal to such Distributions to
such holder. See "Description of the Junior Subordinated
Debentures -- Enforcement of Certain Rights by Holders of the Preferred
Securities." The obligations of the Company under the Guarantee with respect to
the Preferred Securities are subordinate and junior in right of payment to all
Senior Debt and Subordinated Debt (each as defined herein) of the Company. The
Junior Subordinated Debentures are unsecured obligations of the Company and are
also subordinated to all Senior Debt and Subordinated Debt of the Company,
currently comprised of $6.0 million of the Company's 6.0% convertible
subordinated debentures, due 2011 (the "6.0% Debentures"). The Company does not
currently have any Senior Debt. See "Description of the Junior Subordinated
Debentures -- Subordination."

The Preferred Securities have no stated maturity. They are subject to
mandatory redemption, in whole or in part, upon repayment of the Junior
Subordinated Debentures at maturity or their earlier redemption. Subject to
prior approval of the Federal Reserve, if then required under applicable Federal
Reserve capital guidelines or policies, the Junior Subordinated Debentures are
redeemable prior to maturity at the option of the Company (i) on or after
, 2002, in whole at any time or in part from time to time, or (ii)
at any time, in whole (but not in part), within 180 days following the
occurrence of a Tax Event, an Investment Company Event, or a Capital Treatment
Event (each as defined herein), in each case at a redemption price equal to the
accrued and unpaid interest on the Junior Subordinated Debentures so redeemed to
the date fixed for redemption, plus 100% of the principal amount thereof. See
"Description of the Preferred Securities -- Redemption or Exchange."

The Company intends to take the position that the Junior Subordinated
Debentures will be classified under current law as indebtedness of the Company
for United States federal income tax purposes and, accordingly, the Company
intends to treat the interest payable by the Company on the Junior Subordinated
Debentures as deductible for United States federal income tax purposes. There is
no assurance that such position of the Company will not be challenged by the
Internal Revenue Service or, if challenged, that such a challenge will not be
successful. See "Risk Factors -- Proposed Tax Legislation" and "Certain Federal
Income Tax Consequences -- Classification of the Junior Subordinated
Debentures."

The Company, as the holder of the Common Securities, has the right at any
time to dissolve, wind-up or terminate RBI Capital subject to the Company having
received the prior approval of the Federal Reserve if then required under
applicable Federal Reserve capital guidelines or policies. In the event of the
voluntary or involuntary dissolution, winding up or termination of RBI Capital,
after satisfaction of liabilities to creditors of RBI Capital as required by
applicable law, the holders of Preferred Securities will be entitled to receive
a Liquidation Amount of $10 per Preferred Security, plus accumulated and unpaid
Distributions thereon to the date of payment, which may be in the form of a
Junior Subordinated Debenture, subject to certain exceptions. See "Description
of the Preferred Securities -- Redemption or Exchange" and "-- Liquidation
Distribution Upon Termination."

The Company will provide to the holders of the Preferred Securities
quarterly reports containing unaudited financial statements and annual reports
containing financial statements audited by the Company's independent auditors.
The Company will also furnish annual reports on Form 10-K and quarterly reports
on Form 10-Q free of charge to holders of the Preferred Securities who so
request in writing addressed to the Secretary of the Company.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE PREFERRED
SECURITIES OFFERED HEREBY, INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS,
SYNDICATE SHORT COVERING TRANSACTIONS AND PENALTY BIDS. ANY OF THE FOREGOING
TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT NOTICE. FOR
A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

iii
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[MAP]
<PAGE> 6

SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in
this Prospectus. Unless otherwise indicated, the information in this Prospectus
assumes that the Underwriters' over-allotment option will not be exercised.

THE COMPANY AND THE BANK

Republic Bancshares, Inc. (the "Company") is a registered bank holding
company formed in February 1996 for the primary purpose of becoming the holding
company parent of Republic Bank (the "Bank"), a Florida-chartered commercial
bank organized on December 13, 1973. The Bank is the largest independently-owned
commercial bank headquartered on the west coast of Florida. The Bank provides a
broad range of traditional banking services with a particular emphasis on
residential and commercial real estate lending. Currently, the Bank's branch
network consists of 35 branches in Pasco, Pinellas, Orange, Manatee, Hernando,
Seminole and Sarasota Counties. At March 31, 1997, the Company's consolidated
assets totaled $912.1 million, loans totaled $748.5 million, deposits totaled
$829.1 million and stockholders' equity was $55.6 million. The Company is
regulated by the Federal Reserve, and the Bank is regulated by the Florida
Department of Banking and Finance ("Department") and the Federal Deposit
Insurance Corporation ("FDIC"). The Bank's deposits are insured by the FDIC, and
the Bank is a member of the Federal Home Loan Bank of Atlanta ("FHLB").

On May 28, 1993, William R. Hough and John W. Sapanski (together, the
"Controlling Stockholders") acquired from the prior controlling stockholder over
99% of the outstanding common stock of the Bank (the "Change in Control").
Currently, Mr. Hough and Mr. Sapanski (and their respective affiliates and
immediate family members) own shares of the Company's capital stock representing
approximately 50.6% and 9.0%, respectively, of the total voting rights of the
Company. Mr. Hough is a member of the Company's Board of Directors, and Mr.
Sapanski serves as the Company's Chairman of the Board, President and Chief
Executive Officer.

After the Change in Control, the Bank began to implement a program of
expanding its branches and lines of business. On December 17, 1993, the Bank
acquired 12 branches from CrossLand Savings FSB ("CrossLand"), a federal stock
savings bank, assumed deposits of $327.7 million held at the acquired branches
and purchased from CrossLand loans secured by real estate and other real estate
("ORE") amounting to $201.6 million (the "CrossLand Purchase and Assumption").
The CrossLand Purchase and Assumption transactions more than doubled the Bank's
size, increasing total assets to $531.3 million and total deposits to $494.3
million at December 31, 1993. Additionally, the new branches expanded the Bank's
market area to include Manatee and Sarasota counties and more than doubled the
branch network to a total of 19 branches.

During the latter part of 1994 and throughout 1995, the Bank continued to
pursue a strategy of increasing its retail banking presence on the west coast of
Florida. The Bank opened thirteen de novo branches, increasing market presence
in existing counties and providing entry into Pasco County.

During 1996, the Company focused on enhancing its residential lending
capabilities. Through internal growth and the addition of the Bank's new
mortgage banking division, the Company added six loan production offices in
Florida and one loan production office in Boston, Massachusetts. These offices
expanded the Company's product line to include government-insured first mortgage
loans, "Title I" home improvement loans and high loan-to-value debt
consolidation loans. In the fourth quarter of 1996, the Bank also added a
wholesale lending operation that purchases loans from third-party originators
for resale. The Company sells substantially all the loan production from its
mortgage banking division as whole loans or securities.

In 1997, the Company again pursued geographic expansion. In January, the
Company expanded into Hernando County by opening a de novo branch. In April, the
Company acquired Firstate Financial, F.A. ("Firstate"), a thrift institution
headquartered in Orlando, Florida, for a cash purchase price of $5.5 million
(the "Firstate Acquisition"). At March 31, 1997, Firstate had total assets of
$72.0 million, total deposits of $68.1 million and operated a branch in each of
Orange and Seminole Counties. The Firstate Acquisition

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increased the Company's presence in central Florida, where the Company
previously operated a loan production facility but had no branches. See "Pro
Forma Financial Data."

Also in April 1997, the Company and F.F.O. Financial Group, Inc. ("FFO"),
St. Cloud, Florida, the holding company parent of First Federal Savings and Loan
Association of Osceola County, entered into an Agreement and Plan of Merger (the
"FFO Agreement") pursuant to which FFO will be merged into the Company in a
stock transaction (the "FFO Merger"). FFO has 11 branches in Osceola, Orange and
Brevard counties and, at March 31, 1997, had total assets of $320.0 million,
total loans of $226.1 million and total deposits of $285.7 million. If
consummated, the FFO Merger would increase the total assets of the Company to
approximately $1.3 billion, expand its network of branches from 35 to 46, and
increase the number of counties served by the Company's branches from six to
eight. See "Pro Forma Financial Data." William R. Hough, one of the Company's
Controlling Stockholders, also owns a majority interest in FFO. Consummation of
the transaction is subject to regulatory and shareholder approval. Either party
has the right to terminate the FFO Agreement if the FFO Merger does not occur by
November 1, 1997.

The principal executive offices of the Company are located at 111 Second
Avenue N.E., Suite 300, St. Petersburg, Florida, 33701, and its telephone number
is (813) 823-7300.

BUSINESS STRATEGY

The Company's business strategy entails (i) originating and purchasing real
estate-secured loans for portfolio and sale and originating business and
consumer loans for portfolio; (ii) improving market share and expanding its
market area through acquisitions of financial institutions and de novo
branching; (iii) increasing non-interest income through expanded mortgage
banking activities and emphasizing commercial and retail checking relationships;
and (iv) increasing its range of products and services. While pursuing this
strategy, management remains committed to improving asset quality, managing
interest rate risk and enhancing profitability.

The Company's business strategy has resulted in:

- Increased Earnings -- In 1994 and 1995 earnings before taxes and
amortization of negative goodwill were $4.7 million and $6.1 million,
respectively. In 1996, earnings before taxes and the one-time SAIF
special assessment were $8.6 million. In the three months ended March
31, 1997, earnings before taxes totaled $2.6 million. The Company has
sold its Title 1 and debt consolidation loan originations on a whole
loan basis since it began originating them in late 1996, but, in the
future, may securitize those loans. If that strategy is implemented, it
is likely that earnings in the near term will be reduced as the
recognition of revenue relating to such loans is deferred to future
quarters when the loans are securitized.

- Expanded Branch Network -- Since the Change of Control in May 1993, the
Company has expanded its branch network from seven branches in northern
Pinellas County to its current 35 branches in Hernando, Pasco, Pinellas,
Manatee, Sarasota, Seminole and Orange Counties. Further market
expansion will occur upon consummation of the FFO Merger later this year
which will add 11 branches in the central Florida market, including five
in Osceola County, five in Brevard County, and one in Orange County,
bringing the total number of branches to 46.

- Increased Levels and Sources of Noninterest Income -- The Company has
expanded its sources and amounts of fee income by emphasizing mortgage
banking activities and new products, including a program that generates
fee income for the Company when the Company's checking account customers
utilize the travel and other services of certain third-party providers.

- Improved Asset Quality Ratios -- The assets acquired in the Change of
Control and the CrossLand Purchase and Assumption included significant
levels of nonperforming assets. As a result, the Company's nonperforming
assets-to-total assets ratio was 4.95% at year-end 1993. This ratio was
reduced to 2.58% at March 31, 1997. This reduction was achieved
primarily through the implementation of consistent loan underwriting
policies and procedures, centralization of all credit decision

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<PAGE> 8

functions and growth in the loan portfolio. Virtually none of the
Company's nonperforming assets were originated following the Change in
Control in 1993.

- Management of Interest Rate Risk -- One of the Company's primary
objectives is to reduce fluctuations in net interest income caused by
changes in market interest rates. To manage interest rate risk, the
Company generally limits holding loans in its portfolio to those that
have variable interest rates tied to interest-sensitive indices and
actively manages the maturities within the investment portfolio. The
Company believes, based on its experience, that, as of March 31, 1997,
the anticipated dollar amounts of assets and liabilities which reprice
or mature within a one-year time horizon were closely matched.

RBI CAPITAL TRUST I

RBI Capital is a statutory business trust formed under Delaware law
pursuant to (i) an initial trust agreement, dated as of May 29, 1997, executed
by the Company, as depositor, Wilmington Trust Company, as Property Trustee (the
"Property Trustee") and as Delaware Trustee (the "Delaware Trustee"), and the
administrative trustees (the "Administrative Trustees") named therein
(collectively, the "Trustees"), and (ii) a certificate of trust filed with the
Secretary of State of the State of Delaware on May 29, 1997. The initial trust
agreement will be amended and restated in its entirety (as so amended and
restated, the "Trust Agreement") substantially in the form filed as an exhibit
to the Registration Statement of which this Prospectus forms a part. The Trust
Agreement will be qualified as an indenture under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). Upon issuance of the Preferred
Securities, the purchasers thereof will own all of the Preferred Securities and
the Company will acquire all of the Common Securities, which will represent an
aggregate liquidation amount equal to at least 3.0% of the total capital of RBI
Capital. The Common Securities will rank pari passu, and payments will be made
thereon pro rata, with the Preferred Securities, except that upon the occurrence
and during the continuance of an Event of Default (as defined herein) under the
Trust Agreement resulting from a Debenture Event of Default, the rights of the
Company as holder of the Common Securities to payment in respect of
Distributions and payments upon liquidation, redemption or otherwise will be
subordinated to the rights of the holders of the Preferred Securities. See
"Description of the Preferred Securities -- Subordination of Common Securities."
RBI Capital exists for the exclusive purposes of (i) issuing the Trust
Securities representing undivided beneficial interests in the assets of RBI
Capital, (ii) investing the gross proceeds of the Trust Securities in an
equivalent amount of the Junior Subordinated Debentures issued by the Company,
and (iii) engaging in only those other activities necessary, advisable, or
incidental thereto. The Junior Subordinated Debentures and payments thereunder
will be the only assets of RBI Capital, and payments under the Junior
Subordinated Debentures will be the only revenue of RBI Capital. RBI Capital has
a term of 31 years, but may terminate earlier as provided in the Trust
Agreement.

The principal executive office of RBI Capital is located at 111 Second
Avenue N.E., St. Petersburg, Florida 33701, and its telephone number is (813)
823-7300.

THE OFFERING

Securities Offered......... 2,500,000 Preferred Securities having no stated
maturity and a Liquidation Amount of $10 per
Preferred Security. The Preferred Securities
represent preferred undivided beneficial interests
in the assets of RBI Capital, which will consist
solely of the Junior Subordinated Debentures and
payments thereunder. RBI Capital has granted the
Underwriters an option, exercisable within 30 days
after the date of this Prospectus, to purchase up
to an additional 375,000 Preferred Securities on
the same terms and conditions as the initial
offering, solely to cover over-allotments, if any.

Offering Price............. $10 per Preferred Security (Liquidation Amount
$10).
3
<PAGE> 9

Distributions.............. The Distributions payable on each Preferred
Security will be fixed at a rate per annum of %
of the Liquidation Amount of $10 per Preferred
Security, will be cumulative, will accrue from the
date of issuance of the Preferred Securities, and
will be payable quarterly in arrears, on March 31,
June 30, September 30 and December 31 of each year,
commencing , 1997. See "Description
of the Preferred
Securities -- Distributions -- Payment of
Distributions."

Junior Subordinated
Debentures............... RBI Capital will invest the gross proceeds from the
issuance of the Preferred Securities and Common
Securities in an equivalent amount of % Junior
Subordinated Debentures of the Company. The Junior
Subordinated Debentures will mature on
, 2027 (the "Stated Maturity"). The Junior
Subordinated Debentures will rank subordinate and
junior in right of payment to all existing and
future Senior Debt and Subordinated Debt of the
Company. In addition, the Company's obligations
under the Junior Subordinated Debentures will be
structurally subordinated to all existing and
future liabilities and obligations of its
subsidiaries.

Option to Extend Interest
Payment Period........... The Company has the right, at any time, so long as
no Debenture Event of Default has occurred and is
continuing, to defer payments of interest on the
Junior Subordinated Debentures for a period not
exceeding 20 consecutive quarters; provided, that
no Extended Interest Payment Period may extend
beyond the Stated Maturity of the Junior
Subordinated Debentures. During an Extended
Interest Payment Period, quarterly Distributions on
the Preferred Securities will be deferred, though
such Distributions will continue to accrue with
interest thereon compounded quarterly just as
interest will continue to accrue and compound on
the Junior Subordinated Debentures.

During an Extended Interest Payment Period, the
Company and any subsidiary will be prohibited,
subject to certain exceptions described herein,
from declaring or paying any cash distributions
with respect to its debt securities that rank pari
passu with or junior to the Junior Subordinated
Debentures or with respect to its capital stock.
Upon the termination of any Extended Interest
Payment Period and the payment of all amounts then
due, the Company may commence a new Extended
Interest Payment Period, subject to the foregoing
restrictions. See "Description of the Preferred
Securities -- Distributions -- Extended Interest
Payment Period" and "Description of the Junior
Subordinated Debentures -- Option to Extend
Interest Payment Period." Should an Extended
Interest Payment Period occur, holders of Preferred
Securities will be required to include deferred
interest income in their gross income for United
States federal income tax purposes in advance of
receipt of the cash Distributions with respect to
such deferred interest payments. See "Certain
Federal Income Tax Consequences -- Interest Income
and Original Issue Discount." The Company has no
current intention of exercising its right to defer
payments of interest by extending the interest
payment period on the Junior Subordinated
Debentures.

Redemption................. The Preferred Securities are subject to mandatory
redemption, in whole or in part, upon repayment of
the Junior Subordinated Debentures at the Stated
Maturity or their earlier redemption. Subject to
Federal Reserve approval, if then required under
applicable Federal Reserve capital guidelines or
policies, the Junior Subordinated Debentures are
redeemable prior to the Stated Maturity at the
option of the Company (i) on or after
2002, in whole at any time or in part from time to
4
<PAGE> 10

time, or (ii) at any time, in whole (but not in
part), within 180 days following the occurrence of
a Tax Event, an Investment Company Event or a
Capital Treatment Event, in each case at a
redemption price equal to 100% of the principal
amount of the Junior Subordinated Debentures so
redeemed, together with any accrued but unpaid
interest to the date fixed for redemption. See
"Description of the Junior Subordinated
Debentures -- Redemption or Exchange."

Distribution of Junior
Subordinated
Debentures............... Subject to receipt of any required Federal Reserve
approvals, the Company, as the holder of the Common
Securities, also has the right at any time to
terminate RBI Capital and cause the Junior
Subordinated Debentures to be distributed to
holders of Preferred Securities in liquidation of
RBI Capital. See "Description of the Preferred
Securities -- Redemption or Exchange" and
"Description of the Preferred
Securities -- Liquidation Distribution Upon
Termination."

Guarantee.................. The Company has guaranteed the payment of
Distributions and payments on liquidation or
redemption of the Preferred Securities, but only in
each case to the extent of funds held by RBI
Capital, as described herein. The Company and RBI
Capital believe that, taken together, the
obligations of the Company under the Guarantee, the
Trust Agreement, the Junior Subordinated
Debentures, the Indenture and the Expense Agreement
provide, in the aggregate, an irrevocable and
unconditional guarantee, on a subordinated basis,
of all of the obligations of RBI Capital relating
to the Preferred Securities. If the Company does
not make principal or interest payments on the
Junior Subordinated Debentures, however, RBI
Capital will not have sufficient funds to make
distributions on the Preferred Securities; in which
event, the Guarantee will not apply to such
Distributions unless and until RBI Capital has
sufficient funds available therefor. The
obligations of the Company under the Guarantee and
the Preferred Securities are subordinate and junior
in right of payment to all Senior Debt and
Subordinated Debt of the Company. See "Description
of the Guarantee."

Voting Rights.............. Except in limited circumstances, the holders of the
Preferred Securities will have no voting rights in
RBI Capital. See "Description of the Preferred
Securities -- Voting Rights; Amendment of Trust
Agreement."

Use of Proceeds............ The gross proceeds received from the sale of the
Preferred Securities offered hereby will be used by
RBI Capital to purchase the Junior Subordinated
Debentures from the Company. The net proceeds from
the sale of the Junior Subordinated Debentures will
be contributed by the Company to the capital of the
Bank where they will be utilized by the Bank for
general corporate purposes, including working
capital, financing possible future acquisitions and
market expansion and for supporting growth. See
"Use of Proceeds."

Nasdaq National Market
Symbol................... Application has been made to have the Preferred
Securities listed for quotation on The Nasdaq Stock
Market's National Market under the symbol REPBP.

RISK FACTORS

Before making an investment decision, prospective investors should consider
all of the information contained in this Prospectus. In particular, prospective
investors should evaluate the factors discussed under "Risk Factors."
5
<PAGE> 11

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The Summary Consolidated Financial Data presented below has been derived
from the audited Consolidated Financial Statements of the Company and, prior to
1996, the Bank and are qualified in their entirety by reference to the more
detailed Consolidated Financial Statements and notes thereto, included elsewhere
within.

<TABLE>
<CAPTION>
THREE MONTHS ENDED SEVEN MONTHS ENDED
MARCH 31, YEARS ENDED DECEMBER 31, DECEMBER 31,
----------------------- ------------------------------------ -----------------------
1997 1996 1996 1995 1994 1994 1993
---------- ---------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED) (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Interest income........ $ 18,070 $ 15,862 $ 66,947 $ 57,863 $ 37,115 $ 23,684 $ 7,331
Interest expense....... 8,969 7,927 32,926 30,001 16,871 10,711 3,110
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income.... 9,101 7,935 34,021 27,862 20,244 12,973 4,221
Loan loss provision.... 1,138 450 1,800 1,685 1,575 1,263 709
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income
after loan loss
provision............ 7,963 7,485 32,221 26,177 18,669 11,710 3,512
Other noninterest
income............... 3,124 678 4,409 2,751 2,612 1,758 1,411
Gain on sale of ORE
held for
investment........... -- -- 1,207 -- -- -- --
General and
administrative
("G&A") expenses..... 8,240 5,956 27,352 22,119 14,916 9,308 3,700
SAIF special
assessment(1)........ -- -- 2,539 -- -- -- --
Provision for losses on
ORE.................. 170 180 1,611 -- 10 10 20
Other noninterest
expense.............. 110 124 319 739 1,691 1,417 600
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income before
income taxes &
goodwill accretion... 2,567 1,903 6,016 6,070 4,664 2,733 603
Accretion of negative
goodwill............. -- -- -- 1,578 2,705 1,578 1,579
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income before
income taxes......... 2,567 1,903 6,016 7,648 7,369 4,311 2,182
Income tax provision... 964 699 2,232 1,875 468 268 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income............. $ 1,603 $ 1,204 $ 3,784 $ 5,773 $ 6,901 $ 4,043 $ 2,182
========== ========== ========== ========== ========== ========== ==========
PER SHARE DATA:
Earnings per share --
total................ $ .32 $ .24 $ .76 $ 1.26 $ 1.67 $ .98 $ 1.12
========== ========== ========== ========== ========== ========== ==========
Earnings per share --
excluding negative
goodwill............. $ .32 $ .24 $ .76 $ .92 $ 1.02 $ .60 $ .31
========== ========== ========== ========== ========== ========== ==========
Weighted average shares
outstanding.......... 4,980,167 4,953,119 4,952,937 4,562,642 4,136,790 4,141,322 1,951,231
BALANCE SHEET DATA:
Total assets........... $ 912,093 $ 802,363 $ 907,868 $ 801,995 $ 626,445 $ 626,445 $ 531,312
Investment & mortgage
backed securities.... 63,198 51,481 94,989 64,801 40,271 40,271 37,382
Loans, net of unearned
income............... 748,493 676,658 742,994 669,416 516,335 516,335 316,483
Allowance for loan
losses............... 13,508 14,746 13,134 14,910 7,065 7,065 6,539
Deposits............... 829,060 742,082 827,980 743,105 583,885 583,885 494,316
Negative goodwill...... -- -- -- -- 1,578 1,578 4,283
Stockholders' equity... 55,579 52,047 54,319 50,903 36,165 36,165 29,454
</TABLE>

6
<PAGE> 12

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

(4) Represents earnings before fixed charges, income taxes and extraordinary
items and non-cumulative preferred dividends and redemptions. Fixed charges
include interest expense (inclusive or exclusive of interest on deposits as
indicated).

7
<PAGE> 13

<TABLE>
<CAPTION>
FIVE MONTHS ENDED YEAR ENDED
MAY 31, DECEMBER 31,
----------------------- -------------
1994 1993 1992
----------- --------- -------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C> <C>
OPERATING DATA:
Interest income........................................... $ 13,431 $ 4,848 $ 11,845
Interest expense.......................................... 6,160 1,970 6,054
---------- -------- ----------
Net interest income....................................... 7,271 2,878 5,791
Loan loss provision....................................... 312 379 520
---------- -------- ----------
Net interest income after loan loss provision............. 6,959 2,499 5,271
Other noninterest income.................................. 854 743 1,679
G&A expenses.............................................. 5,608 2,699 5,748
Provision for losses on ORE............................... -- 1,214 230
Other noninterest expense................................. 274 443 715
---------- -------- ----------
Net income (loss) before income taxes and goodwill
accretion............................................... 1,931 (1,114) 257
Accretion of negative goodwill............................ 1,127 -- --
---------- -------- ----------
Net income (loss) before income taxes..................... 3,058 (1,114) 257
Income tax provision (benefit)............................ 200 0 0
---------- -------- ----------
Net income (loss)......................................... $ 2,858 $ (1,114) $ 257
========== ======== ==========
PER SHARE DATA:
Earnings (loss) per share -- total........................ $ 1.67 $ (1.00) $ 0.23
========== ======== ==========
Earnings (loss) per share -- excluding negative
goodwill................................................ $ 1.01 $ (1.00) $ 0.23
========== ======== ==========
Weighted average shares outstanding....................... 4,134,420 1,117,192 1,106,459
BALANCE SHEET DATA:
Total assets.............................................. $ 508,642 $168,741 $ 168,810
Investment securities..................................... 52,571 27,433 24,276
Loans net of unearned income.............................. 396,144 111,292 110,715
Allowance for loan losses................................. 6,828 1,866 1,958
Negative goodwill......................................... 3,156 5,861 --
Deposits.................................................. 469,461 153,660 154,984
Stockholder's equity...................................... 32,234 8,058 12,215
SELECTED FINANCIAL RATIOS(1):
Return on average assets.................................. 1.33% (1.61)% 0.15%
Return on average equity.................................. 22.34 (21.75) 2.12
Net interest spread....................................... 3.48 4.21 3.51
Net interest margin....................................... 3.67 4.66 3.95
G&A expense to average assets............................. 2.40 6.28 4.01
G&A efficiency ratio...................................... 67.32 74.54 76.95
Non-accrual loans to loans................................ 4.36 2.27 3.20
Nonperforming assets to total assets...................... 5.64 5.89 7.55
Loan loss allowance to loans(2)........................... 1.72 1.68 1.77
Loan loss allowance to nonperforming loans(2)............. 23.58 73.03 54.98
RATIO OF EARNINGS TO FIXED CHARGES(3):
Including interest on deposits............................ 1.51 0.43 1.04
Excluding interest on deposits............................ 928.40 171.20 332.16
OTHER DATA (AT PERIOD-END):
Number of branches........................................ 19 7 7
Number of full-time equivalent employees.................. 223 96 90
</TABLE>

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

(1) Annualized.
(2) See "Business -- Asset Quality" for a discussion of the allocation and
availability of loan loss reserves among portfolios of loans within the
Bank.

(3) Represents earnings before fixed charges, income taxes and extraordinary
items and non-cumulative preferred dividends and redemptions. Fixed charges
include interest expense (inclusive or exclusive of interest on deposits as
indicated).

8
<PAGE> 14

RISK FACTORS

An investment in the Preferred Securities involves a high degree of risk.
Prospective investors should carefully consider, together with the other
information contained and incorporated by reference in this Prospectus, the
following factors in evaluating the Company, its business and RBI Capital before
purchasing the Preferred Securities offered hereby. Prospective investors should
note, in particular, that this Prospectus contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that involve substantial risks and uncertainties.
When used in this Prospectus, or in the documents incorporated by reference
herein, the words "anticipate", "believe", "estimate", "may", "intend" and
"expect" and similar expressions identify certain of such forward-looking
statements. Actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the forward-looking statements
contained herein. The considerations listed below represent certain important
factors the Company believes could cause such results to differ. These
considerations are not intended to represent a complete list of the general or
specific risks that may affect the Company and RBI Capital. It should be
recognized that other risks, including general economic factors and business
strategies, may be significant, presently or in the future, and the risks set
forth below may affect the Company and RBI Capital to a greater extent than
indicated.

SOURCE OF PAYMENTS TO HOLDERS OF PREFERRED SECURITIES

The ability of RBI Capital to pay amounts due on the Preferred Securities
is entirely dependent upon the Company making payments on the Junior
Subordinated Debentures as and when required. As a holding company without
significant assets other than the capital stock of the Bank, the ability of the
Company to pay interest on the principal of the Junior Subordinated Debentures
to RBI Capital (and consequently, RBI Capital's ability to pay Distributions on
the Preferred Securities and the Company's ability to pay its obligations under
the Guarantee) will be significantly dependent on the ability of the Bank to pay
dividends to the Company in amounts sufficient to service the Company's
obligations. The Company is currently obligated to pay $360,000 in annual
interest on its 6.0% Debentures, and to make any other payments with respect to
securities issued by the Company in the future which are pari passu or have a
preference over the Junior Subordinated Debentures issued to RBI Capital with
respect to the payment of principal, interest or dividends. There is no
restriction on the ability of the Company to issue, or limitations on the amount
of, securities which are pari passu or have a preference over the Junior
Subordinated Debentures issued to RBI Capital, nor is there any restriction on
the ability of the Bank to issue additional capital stock or incur additional
indebtedness.

The Bank's ability to pay dividends or make other capital distributions to
the Company is governed by both federal and Florida law and regulations
promulgated by the FDIC and the Department, and is based on the Bank's
regulatory capital levels and net income. Under the FDIC's capital regulations,
the Bank is prohibited from making a capital distribution that would cause it to
become "undercapitalized" or if it is already undercapitalized (i.e., has a
risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of
less than 4.0%, or a leverage ratio of less than 4.0%). Under the Florida
Financial Institutions Code, the prior approval of the Department is required if
the total of all dividends declared by a bank in any calendar year will exceed
the sum of the bank's net profits for that year and its retained net profits for
the preceding two years. As of March 31, 1997, the Bank had $6.5 million
available for distribution as dividends to the Company. There is no assurance
that the Bank will be in a position to make dividend payments to the Company in
an amount sufficient for the Company to service the Junior Subordinated
Debentures or for RBI Capital to pay amounts due on the Preferred Securities.

RANKING OF SUBORDINATED OBLIGATIONS UNDER THE GUARANTEE AND THE JUNIOR
SUBORDINATED DEBENTURES

The obligations of the Company under the Guarantee issued for the benefit
of the holders of Preferred Securities and under the Junior Subordinated
Debentures issued to RBI Capital are unsecured and rank subordinate and junior
in right of payment to all existing and future Senior Debt and Subordinated Debt
of the

9
<PAGE> 15

Company. At March 31, 1997, the aggregate outstanding Subordinated Debt of the
Company was approximately $6.0 million and there was no Senior Debt outstanding.
Only the capital stock of the Company is currently junior in right of payment to
the Junior Subordinated Debentures issued to RBI Capital. Because the Company is
a holding company, the right of the Company to participate in any distribution
of assets of a subsidiary, including the Bank, upon a liquidation or
reorganization or otherwise of such subsidiary (and thus the ability of holders
of the Preferred Securities to benefit indirectly from such distribution) is
subject to the prior claims of creditors of the subsidiary (including depositors
in the Bank), except to the extent that the Company may itself be recognized as
a creditor of the subsidiary. If the Company is a creditor of a subsidiary, the
claims of the Company would be subject to any prior security interest in the
assets of the subsidiary and any indebtedness of the subsidiary senior to that
of the Company. The Junior Subordinated Debentures, therefore, will be
effectively subordinated to all existing and future liabilities of the Company's
subsidiaries, including the Bank. At March 31, 1997, the Bank had liabilities of
$856.5 million (including $829.1 million in deposits). Holders of Junior
Subordinated Debentures and the Preferred Securities should look only to the
assets of the Company for payments on the Junior Subordinated Debentures.
Neither the Indenture, the Guarantee nor the Trust Agreement places any
limitation on the amount of secured or unsecured debt, including Senior Debt and
Subordinated Debt, that may be incurred by the Company or any of its
subsidiaries. See "Description of the Guarantee -- Status of the Guarantee" and
"Description of the Junior Subordinated Debentures -- Subordination."

OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX CONSEQUENCES; MARKET PRICE
CONSEQUENCES

The Company has the right under the Indenture, so long as no Debenture
Event of Default has occurred and is continuing, to defer the payment of
interest on the Junior Subordinated Debentures at any time or from time to time
for a period not exceeding 20 consecutive quarters with respect to each Extended
Interest Payment Period; provided that no Extended Interest Payment Period may
extend beyond the Stated Maturity of the Junior Subordinated Debentures. In the
event of any such deferral, quarterly Distributions on the Preferred Securities
by RBI Capital will be deferred (and the amount of Distributions to which
holders of the Preferred Securities are entitled will accumulate additional
Distributions thereon at the rate of % per annum, compounded quarterly from
the relevant payment date for such Distributions) during such Extended Interest
Payment Period. During any such Extended Interest Payment Period, the Company
may not and may not permit any subsidiary to (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock (other than (a) the
reclassification of any class of the Company's capital stock into another class
of capital stock, (b) dividends or distributions payable in any class of the
Company's capital stock, (c) any declaration of a dividend in connection with
the implementation of a shareholder rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto and (d) purchases of the Company's capital stock related to the
rights under any of the Company's benefit plans for its or its subsidiaries'
directors, officers or employees), (ii) make any payment of principal, interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu with or junior in interest to the Junior
Subordinated Debentures or make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any subsidiary of the Company
if such guarantee ranks pari passu with or junior in interest to the Junior
Subordinated Debentures (other than payments under the Guarantee), or (iii)
redeem, purchase or acquire less than all of the Junior Subordinated Debentures
or any of the Preferred Securities. Prior to the termination of any such
Extended Interest Payment Period, the Company may further defer the payment of
interest; provided that no Extended Interest Payment Period may exceed 20
consecutive quarters or extend beyond the Stated Maturity of the Junior
Subordinated Debentures. Upon the termination of any Extended Interest Payment
Period and the payment of all interest then accrued and unpaid (together with
interest thereon at the annual rate of % compounded quarterly, to the
extent permitted by applicable law), the Company may elect to begin a new
Extended Interest Payment Period, subject to the above restrictions. Subject
only to compliance with the foregoing, there is no limit on the number of times
that the Company may elect to begin an Extended Interest Payment Period so long
as no Debenture Event of Default has occurred and is continuing. See
"Description of the Preferred Securities --

10
<PAGE> 16

Distributions -- Extended Interest Payment Period" and "Description of the
Junior Subordinated Debentures -- Option to Extend Interest Payment Period."

Should an Extended Interest Payment Period occur, each holder of Preferred
Securities will be required to accrue and recognize as income (in the form of
original issue discount) in respect of its pro rata share of the interest
accruing on the Junior Subordinated Debentures held by RBI Capital for United
States federal income tax purposes. A holder of Preferred Securities would, as a
result, be required to include such income in gross income for United States
federal income tax purposes in advance of the receipt of Distributions, and will
not receive the cash related to such income from RBI Capital if the holder
disposes of the Preferred Securities prior to the record date for the payment of
the related Distributions. See "Certain Federal Income Tax
Consequences -- Interest Income and Original Issue Discount." See also
"-- Absence of Prior Public Market for the Preferred Securities; Trading Price
and Tax Considerations."

The Company has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Junior
Subordinated Debentures. However, should the Company elect to exercise such
right in the future, the market price of the Preferred Securities is likely to
be adversely affected. As a result of the existence of the Company's right to
defer interest payments, the market price of the Preferred Securities may be
more volatile than the market prices of other securities on which original issue
discount accrues that do not provide for such optional deferrals.

PROPOSED TAX LEGISLATION

On February 6, 1997, President Clinton released his budget proposals for
fiscal year 1998. One of the revenue provisions of those proposals would
generally deny interest deductions for interest on an instrument such as the
Junior Subordinated Debentures which is issued by a corporation that has a
maximum term of more than 15 years and that is not shown as indebtedness on the
separate balance sheet of the issuer or, where the instrument is issued to a
related party (other than a corporation), where the holder or some other related
party issues a related instrument that is not shown as indebtedness on the
issuer's consolidated balance sheet. If enacted as proposed by the President,
this provision would be effective for instruments issued on or after the date of
first action by a Congressional committee with respect to the proposal. It is
not clear from the President's proposals as to what constitutes Congressional
"committee action" with respect to this proposal. If the provision were enacted
and were to apply to the Junior Subordinated Debentures, the Company would no
longer be able to deduct interest on the Junior Subordinated Debentures as it
would be permitted to do so under current law. There is no assurance that future
legislative proposals or final legislation will not affect the ability of the
Company to deduct interest on the Junior Subordinated Debentures or will not
give rise to a Tax Event. A Tax Event would permit the Company, upon receipt of
Federal Reserve approval if then required under applicable Federal Reserve
capital guidelines or policies, to cause a redemption of the Preferred
Securities before, as well as after, , 2002. See "Description of the
Junior Subordinated Debentures -- Redemption or Exchange -- Tax Event
Redemption, Investment Company Event Redemption or Capital Treatment Event
Redemption" and "Certain Federal Income Tax Consequences -- Effect of Proposed
Changes in Tax Laws."

REDEMPTION DUE TO TAX EVENT, INVESTMENT COMPANY EVENT OR CAPITAL TREATMENT EVENT

The Company has the right to redeem the Junior Subordinated Debentures in
whole (but not in part) within 180 days following the occurrence of a Tax Event,
an Investment Company Event or a Capital Treatment Event (whether occurring
before or after , 2002), and, therefore, cause a mandatory
redemption of the Preferred Securities. The exercise of such right is subject to
the Company having received prior Federal Reserve approval to do so if then
required under applicable Federal Reserve capital guidelines or policies.

"Tax Event" means the receipt by the Company or RBI Capital of an opinion
of counsel experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced prospective change), in the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or

11
<PAGE> 17

judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or decision is announced
on or after the date of issuance of the Preferred Securities, there is more than
an insubstantial risk that (i) RBI Capital is, or will be within 90 days of the
date of such opinion, subject to United States federal income tax with respect
to income received or accrued on the Junior Subordinated Debentures, (ii)
interest payable by the Company on the Junior Subordinated Debentures is not,
or, within 90 days of such opinion, will not be, deductible by the Company, in
whole or in part, for United States federal income tax purposes, or (iii) RBI
Capital is, or will be within 90 days of the date of the opinion, subject to
more than a de minimis amount of other taxes, duties or other governmental
charges. The Company must request and receive an opinion with regard to such
matters within a reasonable period of time after it becomes aware of the
possible occurrence of any of the events described in clauses (i) through (iii)
above.

"Investment Company Event" means the receipt by the Company or RBI Capital
of an opinion of counsel to the Company experienced in such matters to the
effect that, as a result of the occurrence of a change in law or regulation or a
written change (including any announced prospective change) in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
RBI Capital is or will be considered an "investment company" that is required to
be registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), which change or prospective change becomes effective
or would become effective, as the case may be, on or after the date of original
issuance of the Preferred Securities.

"Capital Treatment Event" means the reasonable determination by the Company
that, as a result of any amendment to, or change (including any proposed change)
in, the laws (or any regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any Federal Reserve
or other official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such proposed change, pronouncement, action or decision is
announced on or after the date of original issuance of the Preferred Securities,
there is more than an insubstantial risk that the Company will not be entitled
to treat an amount equal to the Liquidation Amount of the Preferred Securities
as "Tier 1 Capital" except as otherwise restricted under the 25% Capital
Limitation (as defined herein), for purposes of the risk-based capital adequacy
guidelines of the Federal Reserve as then in effect and applicable to the
Company.

See "-- Proposed Tax Legislation" for a discussion of certain legislative
proposals that, if adopted, could give rise to a Tax Event, which may permit the
Company to cause a redemption of the Preferred Securities prior to
, 2002. For a discussion of possible tax consequences of a redemption,
see "-- Exchange of Preferred Securities for Junior Subordinated Debentures;
Redemption and Tax Consequences."

POSSIBLE SHORTENING OF MATURITY OF JUNIOR SUBORDINATED DEBENTURES

The Company has the right, at any time, to shorten the Stated Maturity of
the Junior Subordinated Debentures to a date not earlier than ,
2002. The exercise of such right is subject to the Company having received prior
Federal Reserve approval if then required under applicable capital guidelines or
regulatory policies. See "Description of the Junior Subordinated
Debentures -- General."

LIMITED RIGHTS UNDER THE GUARANTEE

The Guarantee guarantees to the holders of the Preferred Securities, to the
extent not paid by RBI Capital, (i) any accrued and unpaid Distributions
required to be paid on the Preferred Securities, to the extent that RBI Capital
has funds available therefor at such time, (ii) the Redemption Price (as defined
herein) with respect to any Preferred Securities called for redemption, to the
extent that RBI Capital has funds available therefor at such time, and (iii)
upon a voluntary or involuntary dissolution, winding-up or liquidation of RBI
Capital (other than in connection with the distribution of Junior Subordinated
Debentures to the holders of Preferred Securities or a redemption of all of the
Preferred Securities), the lesser of (a) the amount of the Liquidation
Distribution (as defined herein), to the extent RBI Capital has funds available
therefor at such time, and (b) the amount of assets of RBI Capital remaining
available for distribution to holders of the

12
<PAGE> 18

Preferred Securities upon liquidation of RBI Capital. The holders of not less
than a majority in Liquidation Amount of the Preferred 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 the Guarantee or to direct the
exercise of any trust power conferred upon the Guarantee Trustee under the
Guarantee. Any holder of the Preferred Securities may institute a legal
proceeding directly against the Company to enforce its rights under the
Guarantee without first instituting a legal proceeding against RBI Capital, the
Guarantee Trustee or any other Person (as defined in the Guarantee). If the
Company were to default on its obligation to pay amounts payable under the
Junior Subordinated Debentures, RBI Capital would lack funds for the payment of
Distributions or amounts payable on redemption of the Preferred Securities or
otherwise, and, in such event, holders of Preferred Securities would not be able
to rely upon the Guarantee for such amounts. In the event, however, that a
Debenture Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest on or principal of
the Junior Subordinated Debentures on the payment date on which such payment is
due and payable, then a holder of Preferred Securities may institute a legal
proceeding directly against the Company for enforcement of payment to such
holder of the principal of or interest on such Junior Subordinated Debentures
having a principal amount equal to the aggregate Liquidation Amount of the
Preferred Securities of such holder (a "Direct Action"). The exercise by the
Company of its right, as described herein, to defer the payment of interest on
the Junior Subordinated Debentures does not constitute a Debenture Event of
Default. In connection with such Direct Action, the Company will have a right of
set-off under the Indenture to the extent of any payment made by the Company to
such holder of Preferred Securities in the Direct Action. Except as described
herein, holders of Preferred Securities will not be able to exercise directly
any other remedy available to the holders of the Junior Subordinated Debentures
or assert directly any other rights in respect of the Junior Subordinated
Debentures. See "Description of the Junior Subordinated
Debentures -- Enforcement of Certain Rights by Holders of Preferred Securities,"
"Description of the Junior Subordinated Debentures -- Debenture Events of
Default" and "Description of the Guarantee." The Trust Agreement provides that
each holder of Preferred Securities by acceptance thereof agrees to the
provisions of the Guarantee and the Indenture.

EXCHANGE OF PREFERRED SECURITIES FOR JUNIOR SUBORDINATED DEBENTURES; REDEMPTION
AND TAX CONSEQUENCES

The Company, as the sole holder of the Common Securities, has the right at
any time to dissolve, wind-up or terminate RBI Capital and cause the Junior
Subordinated Debentures to be distributed to the holders of the Preferred
Securities in exchange therefor upon liquidation of RBI Capital. The exercise of
such right is subject to the Company having received prior Federal Reserve
approval if then required under applicable Federal Reserve capital guidelines or
policies. The Company will have the right, in certain circumstances, to redeem
the Junior Subordinated Debentures in whole or in part, in lieu of a
distribution of the Junior Subordinated Debentures by RBI Capital, in which
event RBI Capital will redeem the Trust Securities on a pro rata basis to the
same extent as the Junior Subordinated Debentures are redeemed by the Company.
Any such distribution or redemption prior to the Stated Maturity will be subject
to prior Federal Reserve approval if then required under applicable capital
guidelines or regulatory policies. See "Description of the Preferred
Securities -- Redemption or Exchange -- Tax Event Redemption, Investment Company
Event Redemption or Capital Treatment Event Redemption."

Under current United States federal income tax law, a distribution of
Junior Subordinated Debentures upon the dissolution of RBI Capital should not be
a taxable event to holders of the Preferred Securities. If, however, RBI Capital
is characterized as an association taxable as a corporation at the time of the
dissolution of RBI Capital, the distribution of the Junior Subordinated
Debentures would constitute a taxable event to holders of Preferred Securities.
Moreover, any redemption of the Preferred Securities for cash would be a taxable
event to such holders. See "Certain Federal Income Tax Consequences -- Receipt
of Junior Subordinated Debentures or Cash Upon Liquidation of RBI Capital."

There can be no assurance as to the market prices for the Preferred
Securities or the Junior Subordinated Debentures that may be distributed in
Exchange for Preferred Securities upon a dissolution or liquidation of RBI
Capital. The Preferred Securities or the Junior Subordinated Debentures may
trade at a discount to the price that the investor paid to purchase the
Preferred Securities offered hereby. Because holders of Preferred

13
<PAGE> 19

Securities may receive Junior Subordinated Debentures, prospective purchasers of
Preferred Securities are also making an investment decision with regard to the
Junior Subordinated Debentures and should carefully review all the information
regarding the Junior Subordinated Debentures contained herein.

While there is no assurance that listing will be achieved, if the Junior
Subordinated Debentures are distributed to the holders of Preferred Securities
upon the liquidation of RBI Capital, the Company will use all reasonable efforts
to list the Junior Subordinated Debentures on The Nasdaq Stock Market's National
Market or Small-Cap Market or such stock exchanges, if any, on which the
Preferred Securities are then listed.

LIMITED VOTING RIGHTS

Holders of Preferred Securities will have no voting rights in RBI Capital
except in limited circumstances relating only to the modification of the
Preferred Securities and the exercise of the rights of RBI Capital as holder of
the Junior Subordinated Debentures and the Guarantee. Holders of Preferred
Securities will not be entitled to vote to appoint, remove or replace the
Property Trustee or the Delaware Trustee, as such voting rights are vested
exclusively in the holder of the Common Securities (except upon the occurrence
of certain events described herein). The Property Trustee, the Delaware Trustee,
the Administrative Trustees and the Company may amend the Trust Agreement
without the consent of holders of Preferred Securities to ensure that RBI
Capital will be classified for United States federal income tax purposes as a
grantor trust even if such action adversely affects the interests of such
holders. See "Description of the Preferred Securities -- Voting Rights;
Amendment of Trust Agreement" and "Description of the Preferred
Securities -- Removal of RBI Capital Trustee."

LIMITED COVENANTS

The covenants in the Indenture are limited and there are no covenants in
the Trust Agreement. As a result, neither the Indenture nor the Trust Agreement
protects holders of Junior Subordinated Debentures or Preferred Securities,
respectively, in the event of a material adverse change in the Company's
financial condition or results of operations or limits the ability of the
Company or any subsidiary to incur or assume additional indebtedness or other
obligations. Additionally, neither the Indenture nor the Trust Agreement
contains any financial ratios or specified levels of liquidity to which the
Company must adhere. Therefore, the provisions of these governing instruments
should not be considered a significant factor in evaluating whether the Company
will be able to comply with its obligations under the Junior Subordinated
Debentures or the Guarantee.

ABSENCE OF PRIOR PUBLIC MARKET FOR THE PREFERRED SECURITIES; TRADING PRICE AND
TAX CONSIDERATIONS

The Preferred Securities are a new issue. Application has been made to the
National Association of Securities Dealers, Inc. ("NASD") to have the Preferred
Securities listed for quotation on The Nasdaq Stock Market's National Market.
However, one of the requirements for listing and continued listing is the
presence of two market makers for the Preferred Securities. The Company has been
advised that the Underwriters intend to make a market in the Preferred
Securities. However, the Underwriters are not obligated to do so, and such
market making may be discontinued at any time. Therefore, there is no assurance
that the Preferred Securities will be listed or will continue to be listed on
The Nasdaq Stock Market's National Market, that an active trading market will
develop for the Preferred Securities or, if such market develops, that it will
be maintained or that the market price will equal or exceed the public offering
price set forth on the cover page of this Prospectus. Accordingly, holders of
Preferred Securities may experience difficulty reselling them or may be unable
to sell them at all. The offering price and terms of the Preferred Securities
has been determined through negotiations between the Company and Ryan, Beck &
Co. Inc., acting as qualified independent underwriter. Future prices for the
Preferred Securities will be determined in the marketplace and may be influenced
by many factors, including prevailing interest rates, the liquidity of the
market for the Preferred Securities, investor perceptions of the Company and
general industry and economic conditions. See "Underwriting."

14
<PAGE> 20

Further, should the Company exercise its option to defer any payment of
interest on the Junior Subordinated Debentures, the Preferred Securities may
trade at prices that do not fully reflect the value of accrued but unpaid
interest with respect to the underlying Junior Subordinated Debentures. In the
event of such a deferral, a holder of Preferred Securities who disposes of
Preferred Securities between record dates for payments of Distributions (and
consequently does not receive a Distribution from RBI Capital for the period
prior to such disposition) will nevertheless be required to include accrued but
unpaid interest on the Junior Subordinated Debentures through the date of
disposition in income as ordinary income and to add such amount to the adjusted
tax basis in the holder's pro rata share of the underlying Junior Subordinated
Debentures deemed disposed of. Such holder will recognize a capital loss to the
extent the selling price (which may not fully reflect the value of accrued but
unpaid interest) is less than its adjusted tax basis (which will include all
accrued but unpaid interest). Subject to certain limited exceptions, capital
losses cannot be applied to offset ordinary income for United States federal
income tax purposes. See "Certain Federal Income Tax Consequences -- Sales of
Preferred Securities."

SECURITIES ARE NOT INSURED

Neither the Preferred Securities nor the Junior Subordinated Debentures are
insured by the Bank Insurance Fund, the Savings Association Insurance Fund or
the Federal Deposit Insurance Corporation or by any other insurer or government
agency.

ABILITY TO MANAGE GROWTH AND INTEGRATE OPERATIONS

Since the Change of Control, the Company has experienced rapid growth
through acquisitions, the opening of loan production offices and de novo
branches, the creation of the Bank's mortgage banking division and asset
purchases. There is no assurance that the Company will not encounter unforeseen
expenses, as well as difficulties and complications in integrating expanded
operations and new employees without disruption to overall operations. In
addition, such rapid growth may adversely affect the Company's operating results
because of many factors, including start-up costs, diversion of management time
and resources, asset quality and required operating adjustments. There can be no
assurance that the Company will successfully integrate or achieve the
anticipated benefits of its growth or expanded operations, and there is no
assurance that rapid growth in the loan portfolio will not result in an increase
in the Company's loan loss experience.

In addition, achieving the anticipated benefits of the FFO Merger will
depend in part upon whether the operations and organizations of the Company and
FFO can be integrated in an efficient, effective and timely manner. There can be
no assurance that this integration will occur and that cost savings in
operations will be achieved. After the FFO Merger, the Company may also
encounter unanticipated operational or organizational difficulties. The
successful combination of the two companies will require, among other things,
consolidation of certain operations, elimination of duplicative corporate and
administrative expense and elimination of certain positions. The integration of
certain operations following the FFO Merger will require the dedication of
management resources which may temporarily distract attention from the
day-to-day business of the Company. There can be no assurance that integration
will be accomplished smoothly or successfully. Failure to accomplish effectively
the integration of operations could have a material adverse effect on the
Company's results of operations and financial condition following the FFO
Merger.

NONPERFORMING ASSETS

At the time of the Change in Control, the Bank had a relatively high ratio
of nonperforming assets to total assets. In addition, subsequent purchases of
loans, acquired at a discount, included loans that were placed in nonperforming
status after acquisition. Although the Company has reduced its nonperforming
assets ratio from 4.95% at year-end 1993 to 2.58% at March 31, 1997, its current
level of nonperforming assets is still above the average level of other
similarly-sized financial institutions. Moreover, there is no assurance that
this ratio will decline further, particularly if general economic conditions or
Florida real estate values deteriorate.

15
<PAGE> 21

ADEQUACY OF ALLOWANCE FOR LOAN LOSSES

Industry experience indicates that a portion of the Company's loans will
become delinquent and a portion of the loans will require partial or entire
charge-off. Regardless of the underwriting criteria utilized by the Company,
losses may be experienced as a result of various factors beyond the Company's
control, including, among other things, changes in market conditions affecting
the value of properties and problems affecting the credit of the borrower. The
Company's determination of the adequacy of its allowance for loan losses is
based on various considerations, including an analysis of the risk
characteristics of various classifications of loans, previous loan loss
experience, specific loans which would have loan loss potential, delinquency
trends, estimated fair value of the underlying collateral, current economic
conditions, the view of the Company's regulators and geographic and industry
loan concentration. However, if delinquency levels were to increase as a result
of adverse general economic conditions, especially in Florida where the
Company's exposure is greatest, the allowance for loan losses so determined by
the Company may not be adequate. A substantial portion of the Company's
allowance for loan losses is allocated to specific portfolios of loans purchased
by the Company. Such allocated allowances are not available to cover losses in
other portfolios. To the extent that losses in certain pools or portfolios
exceed the allowance for loan losses and unamortized loan discount allocated to
such pool or portfolio, or available as a general allowance, the Company's
results of operations would be adversely affected. There can be no assurance
that the Company's allowance for loan losses will be adequate to cover its loan
losses or that the Company will not experience significant losses in its loan
portfolios which may require significant increases to the allowance for loan
losses in the future.

IMPACT OF CHANGES IN REAL ESTATE VALUES

A significant portion of the Company's loan portfolio consists of
residential mortgage loans and commercial real estate loans. At March 31, 1997,
55.1% of the Company's loans were secured by one-to-four family residential real
estate, 34.7% were secured by commercial real estate and multifamily
residential, 4.0% were construction loans and the Company had ORE acquired
through foreclosure with a book value of $7.3 million. Further, the properties
securing these loans are concentrated in Florida. Real estate values and real
estate markets generally are affected by, among other things, changes in
national, regional or local economic conditions, fluctuations in interest rates
and the availability of loans to potential purchasers, changes in the tax laws
and other governmental statutes, regulations and policies and acts of nature.
Any decline in real estate prices, particularly in Florida, could significantly
reduce the value of the real estate collateral securing the Company's loans,
increase the level of the Company's nonperforming loans, require write-downs in
the book value of its ORE, and have a material negative impact on the Company's
financial performance.

Additionally, the Company has increased its level of commercial real estate
loans, which are generally considered to involve a higher degree of credit risk
than that of one-to-four family residential lending.

POTENTIAL IMPACT OF CHANGES IN INTEREST RATES

The Company's profitability is dependent to a large extent on its net
interest income, which is the difference between its interest income on
interest-earning assets and its interest expense on interest-bearing
liabilities. The Company, like most financial institutions, is affected by
changes in general interest rate levels, which are currently at relatively low
levels, and by other economic factors beyond its control. Interest rate risk
arises from mismatches (i.e., the interest sensitivity gap) between the dollar
amount of repricing or maturing assets and liabilities, and is measured in terms
of the ratio of the interest rate sensitivity gap to total assets. More assets
repricing or maturing than liabilities over a given time frame is considered
asset-sensitive and is reflected as a positive gap, and more liabilities
repricing or maturing than assets over a given time frame is considered
liability-sensitive and is reflected as a negative gap. An asset-sensitive
position (i.e., a positive gap) will generally enhance earnings in a rising
interest rate environment and will negatively impact earnings in a falling
interest rate environment, while a liability-sensitive position (i.e., a
negative gap) will generally enhance earnings in a falling interest rate
environment and negatively impact earnings in a rising interest rate
environment. Fluctuations in interest rates are not predictable or controllable.
The Company has attempted to structure its asset and liability management
strategies to mitigate the impact on net interest income of changes in market
interest rates. At March 31, 1997, based on management's assumptions derived
from its experience,

16
<PAGE> 22

the Company had a one year cumulative positive gap of .97%. A positive one year
gap position may, as noted above, have a negative impact on earnings in a
falling interest rate environment. However, if the Bank's deposits, including
interest checking, money market accounts and savings accounts were (contrary to
management's assumptions) considered to be fully and immediately repriceable,
the Bank would have a one year cumulative negative gap. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Asset/Liability Management."

REGULATORY OVERSIGHT

The Bank is subject to extensive regulation, supervision and examination by
the Department as its chartering authority and primary regulator, and by the
FDIC as its federal regulator and administrator of the insurance fund that
insures the Bank's deposits up to applicable limits. The Bank is a member of the
FHLB of Atlanta and is subject to certain limited regulation by the Federal
Reserve. As the holding company of the Bank, the Company is also subject to
regulation and oversight by the Federal Reserve. See "Supervision and
Regulation." Such regulation and supervision governs the activities in which an
institution may engage and is intended primarily for the protection of the FDIC
insurance funds and depositors. Regulatory authorities have been granted
extensive discretion in connection with their supervisory and enforcement
activities and regulations have been implemented which have increased capital
requirements, increased insurance premiums and have resulted in increased
administrative, professional and compensation expenses. Any change in the
regulatory structure or the applicable statutes or regulations could have a
material adverse impact on the Company and the Bank and their operations. See
"Supervision and Regulation." Additional legislation and regulations may be
enacted or adopted in the future which could significantly affect the powers,
authority and operations of the Bank and the Bank's competitors, which in turn
could adversely affect the Bank and its operations. See "Supervision and
Regulation."

CONTROL BY THE CONTROLLING STOCKHOLDERS AND RELATED PARTY TRANSACTIONS

The Company's Controlling Stockholders, William R. Hough and John W.
Sapanski (and their respective affiliates and immediate family members)
currently own shares of the Company's capital stock representing approximately
50.6% and 9.0%, respectively, of the total voting rights of the Company.
Following consummation of the FFO Merger, it is anticipated that these voting
percentages will be approximately 56.8% and 6.0%, respectively. On the basis of
such ownership, the Controlling Stockholders will be able to elect the Company's
Board of Directors and, through their control of the Company's Board, will be
able to continue to direct the affairs of the Company and the Bank. The Company
and the Bank have engaged in numerous transactions with affiliates of William R.
Hough and it is likely that the Company and the Bank will in the future continue
to engage in such transactions. See Note 16 to the Company's Consolidated
Financial Statements as of December 31, 1996. Generally, transactions with
affiliates can involve conflicts of interests. However, the Company believes
that its transactions with its affiliates were on terms as favorable as those
that could have been obtained in arm's-length transactions.

CAPITAL LIMITATIONS ON FUTURE GROWTH

Since the Change of Control, one of the Company's primary business
objectives has been to increase its total asset size, expand into new market
areas and increase market share in its existing markets. The Company has sought
to accomplish this goal through a combination of internal growth, loan and other
asset purchases, deposit assumptions, the opening of new branches and
acquisitions of other financial institutions. Most recently, in April 1997, the
Company acquired Firstate, an Orlando-based federal savings association having
total assets of $72.0 million at March 31, 1997. In addition, the Company has
pending an acquisition of FFO, a thrift holding company headquartered in St.
Cloud, Florida, with total assets of $320.0 million as of March 31, 1997. The
Company intends to pursue its current growth strategy for the foreseeable future
as a means of increasing overall profitability. While the proceeds of the
Preferred Securities offering will enhance the Company's Tier 1 capital position
and will thereby facilitate the Company's growth and expansion, there can be no
assurance that the Company will in the future have sufficient capital to
continue to pursue its growth strategy.

17
<PAGE> 23

COMPETITION

The Company competes with various types of financial institutions,
including other commercial banks, savings institutions, finance companies,
mortgage banking companies, money market funds and credit unions, many of which
have substantially greater financial resources than the Company and, in some
cases, operate under fewer regulatory constraints. The Company not only competes
with financial institutions headquartered in the State of Florida but also
competes with a number of financial institutions headquartered outside of
Florida that are active in the state. See "Business -- Branch Network" and
"Business -- Supervision and Regulation."

USE OF PROCEEDS

RBI Capital will use the gross proceeds received from the sale of the
Preferred Securities to purchase the Junior Subordinated Debentures from the
Company. The net proceeds to the Company from the sale of the Junior
Subordinated Debentures are estimated to be approximately $ million
($ million if the Underwriters' over-allotment option is exercised in
full) after deduction of the underwriting discount and estimated expenses. The
net proceeds from the sale of the Junior Subordinated Debentures will be
contributed by the Company to the capital of the Bank, where they will be
utilized for general corporate purposes, including working capital, financing
possible future acquisitions and market expansion and for supporting growth.

MARKET FOR THE PREFERRED SECURITIES

Application has been made to have the Preferred Securities listed for
quotation on The Nasdaq Stock Market's National Market under the symbol REPBP.
One of the requirements for listing and continued listing is the presence of two
market makers. Although the Underwriters have informed the Company that they
both presently intend to make a market in the Preferred Securities, the
Underwriters are not obligated to do so and any such market making may be
discontinued at any time. Accordingly, there is no assurance that the Preferred
Securities will be listed on The Nasdaq Stock Market's National Market, that an
active and liquid trading market will develop or, if developed, that such a
market will be sustained. The offering price and distribution rate are
determined by negotiations among representatives of the Company and Ryan, Beck &
Co., Inc. acting as qualified independent underwriter, and the offering price of
the Preferred Securities may not be indicative of the market price following the
offering. See "Underwriting."

ACCOUNTING TREATMENT

For financial reporting purposes, RBI Capital will be treated as a
subsidiary of the Company and, accordingly, the accounts of RBI Capital will be
included in the consolidated financial statements of the Company. The Preferred
Securities will be presented as a separate line item in the consolidated balance
sheet of the Company under the caption "Guaranteed Preferred Beneficial
Interests in Company's Junior Subordinated Debentures," and appropriate
disclosures about the Preferred Securities, the Guarantee and the Junior
Subordinated Debentures will be included in the notes to consolidated financial
statements. For financial reporting purposes, the Company will record
Distributions payable on the Preferred Securities as minority interest in the
consolidated statements of operations.

As long as any Preferred Securities remain outstanding, all future reports
of the Company filed under the Exchange Act will (i) present the Trust
Securities issued by RBI Capital on the balance sheet as a separate line-item
entitled "Guaranteed Preferred Beneficial Interests in Company's Junior
Subordinated Debentures," (ii) include in a footnote to the financial statements
disclosure that the sole assets of RBI Capital are the Junior Subordinated
Debentures (including the outstanding principal amount, interest rate and
maturity date of such Junior Subordinated Debentures), and (iii) include in an
audited footnote to the financial statements disclosure that the Company owns
all of the Common Securities of RBI Capital, the sole assets of RBI Capital are
the Junior Subordinated Debentures, and the back-up obligations, in the
aggregate, constitute an irrevocable and unconditional guarantee by the Company
of the obligations of RBI Capital under the Preferred Securities.

18
<PAGE> 24

CAPITALIZATION

The following table sets forth the actual and pro forma, as adjusted,
consolidated capitalization of the Company at March 31, 1997. Pro forma
capitalization gives effect to (i) the Firstate Acquisition, (ii) the FFO
Merger, and (iii) the proceeds raised hereby. The information set forth below
should be read in conjunction with the Consolidated Financial Statements of the
Company included elsewhere in this Prospectus. See "Pro Forma Financial Data."

<TABLE>
<CAPTION>
MARCH 31, 1997
------------------------
COMPANY PRO FORMA
ACTUAL AS ADJUSTED
------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Subordinated debentures..................................... $ 6,000 $ 6,000
Guaranteed preferred beneficial interests in Company's
junior subordinated debentures(1)......................... 0 25,000
Stockholders' Equity:
Perpetual preferred convertible stock, 100,000 shares
authorized, 75,000 shares issued and outstanding....... 1,500 1,500
Common stock, 20,000,000 shares authorized, 4,183,507
shares issued and outstanding.......................... 8,367 13,266
Capital surplus........................................... 26,699 45,801
Retained earnings......................................... 19,386 21,066
Net unrealized losses on debt securities available for
sale -- net of deferred income taxes................... (373) (522)
------- -------
Total stockholders' equity........................ $55,579 $81,111
======= =======
Company Capital Ratios(2):
Equity to total assets.................................... 6.09% 6.21%
Tier 1 risk-based capital ratio........................... 8.87 10.83
Total risk-based capital ratio............................ 11.12 13.14
Leverage ratio(3)......................................... 5.83 7.19
</TABLE>

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

(1) Preferred Securities representing beneficial interests in an aggregate
amount of $25 million of the % Junior Subordinated Debentures of the
Company. The Junior Subordinated Debentures will mature on ,
2027.

(2) The pro forma capital ratios, as adjusted, are computed including proceeds
from the sale of the Preferred Securities, in a manner consistent with
Federal Reserve guidelines. Under the Federal Reserve's guidelines, the
amount of cumulative preferred stock that can be included in Tier 1 capital
is limited to 25% of total Tier 1 capital. In view of this limitation, on a
pro forma as adjusted basis, $23.7 million of the proceeds is included in
the Company's Tier 1 capital and all $25 million is included in the
Company's total risk-based capital.

(3) The leverage ratio is Tier 1 capital divided by the average total assets,
less intangibles.

19
<PAGE> 25

PRO FORMA FINANCIAL DATA

The pro forma balance sheet as of March 31, 1997 and statement of
operations and other data for the year ended December 31, 1996 and for the three
months ended March 31, 1997 give effect to, among other things, the Firstate
Acquisition and the FFO Merger, as if they had occurred at the beginning of the
respective periods. See "Business -- Recent and Pending Acquisitions" for a
description of the Firstate Acquisition and FFO Merger.

The pro forma adjustments are based upon available information and upon
certain assumptions that the Company believes are reasonable under the
circumstances. The pro forma financial data should be read in conjunction with
the Company's Consolidated Financial Statements and notes thereto appearing
elsewhere in this Prospectus. The pro forma and projected financial data are not
necessarily indicative of the results that would have occurred had the Firstate
Acquisition and the FFO Merger actually occurred on the dates indicated, nor are
they indicative of the Company's future results of operations.

The pro forma adjustments to the Combined Condensed Statements of
Operations are limited to amortization of goodwill from the transactions and do
not include the effect of operating cost savings or revenue enhancements that
may be realized after the Firstate Acquisition and FFO Merger are completed.

20
<PAGE> 26

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF MARCH 31, 1997

<TABLE>
<CAPTION>
COMBINED
COMBINED COMPANY
COMPANY WITH
FIRSTATE WITH FFO FIRSTATE
COMPANY FIRSTATE ADJUSTMENTS(A) FIRSTATE FFO ADJUSTMENTS(B) AND FFO
-------- -------- -------------- -------- -------- -------------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and due from
banks.................. $ 23,803 $ 513 $ 5,173 $ 29,489 $ 6,491 $ -- $ 35,980
Interest bearing
deposits............... -- 950 -- 950 7,688 -- 8,638
Investment securities and
mortgage-backed
securities............. 62,870 27,493 (247) 89,616 71,584 19 161,219
FHLB stock............... 5,081 -- -- 5,081 2,378 -- 7,459
Federal funds sold....... 41,000 380 -- 41,380 764 -- 42,144
Loans held for sale...... 40,201 -- -- 40,201 4,573 -- 44,774
Loans receivable......... 708,292 38,050 (6,689) 739,653 221,505 (530) 960,628
Allowance for loan
losses................. 13,508 119 -- 13,627 5,579 -- 19,206
-------- -------- -------- -------- -------- ------ ----------
Loans receivable, net.... 694,784 37,931 (6,689) 726,026 215,926 (530) 941,422
Premises and equipment... 20,015 655 -- 20,670 5,268 251 26,189
Real estate owned........ 7,250 2,526 (2,453) 7,323 1,425 -- 8,748
Goodwill................. -- -- 130 130 -- 5,179 5,309
Other assets............. 17,589 1,531 2,469 21,589 3,934 5,179 25,528
-------- -------- -------- -------- -------- ------ ----------
Total assets.... $912,093 $ 71,979 $ 51,617 $982,455 $320,031 $4,919 $1,307,405
======== ======== ======== ======== ======== ====== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits --
Noninterest-bearing
checking........... $ 49,066 $ 1,416 $ -- $ 50,482 $ 16,589 $ -- $ 67,071
Interest-bearing
checking........... 89,895 1,453 -- 91,348 22,676 -- 114,024
Savings and money
market............. 283,362 3,848 -- 287,210 35,392 -- 322,602
Time deposits........ 406,737 61,349 490 468,576 211,015 149 679,740
-------- -------- -------- -------- -------- ------ ----------
Total
deposits...... 829,060 68,066 490 897,616 285,672 149 1,183,437
Securities sold under
agreement to
repurchase............. 16,160 -- -- 16,160 -- -- 16,160
Other borrowings......... 6,000 -- -- 6,000 9,000 -- 15,000
Other liabilities........ 5,294 1,027 779 7,100 4,599 (2) 11,697
-------- -------- -------- -------- -------- ------ ----------
Total
liabilities... 856,514 69,093 1,269 926,071 299,271 147 1,226,294
-------- -------- -------- -------- -------- ------ ----------
Stockholders' equity
Perpetual preferred
convertible
stock.............. 1,500 -- -- 1,500 -- -- 1,500
Common stock......... 8,367 1,500 (1,500) 8,367 845 4,054 13,266
Capital surplus...... 26,699 13,002 (13,002) 26,699 17,633 1,469 45,801
Retained earnings.... 19,386 (11,616) 11,616 19,386 2,431 (751) 21,066
Net unrealizable loss
on AFS
securities......... (373) -- -- (373) (149) -- (522)
-------- -------- -------- -------- -------- ------ ----------
Total
stockholders'
equity........ 55,579 2,886 (2,886) 55,579 20,760 4,772 81,111
-------- -------- -------- -------- -------- ------ ----------
Total
liabilities
and
stockholders'
equity........ $912,093 $ 71,979 $ (1,617) $982,455 $320,031 $4,919 $1,307,405
======== ======== ======== ======== ======== ====== ==========
</TABLE>

21
<PAGE> 27

REPUBLIC BANCSHARES, INC. & SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
COMBINED
COMBINED COMPANY
COMPANY WITH
FIRSTATE WITH FFO FIRSTATE
COMPANY FIRSTATE ADJUSTMENTS(C) FIRSTATE FFO ADJUSTMENTS(D) AND FFO
--------- -------- -------------- --------- ------ -------------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
THREE MONTHS ENDED MARCH 31,
1997
Interest income............. $ 18,070 $1,141 $-- $ 19,211 $5,807 $ -- $ 25,018
Interest expense............ 8,969 879 -- 9,848 3,173 -- 13,021
--------- ------ --- --------- ------ ----- ---------
Net interest income......... 9,101 262 -- 9,363 2,634 -- 11,997
Loan loss provision......... 1,138 7 -- 1,145 -- -- 1,145
--------- ------ --- --------- ------ ----- ---------
Net interest income after
loan loss provisions...... 7,963 255 -- 8,218 2,634 -- 10,852
Noninterest income.......... 3,124 138 -- 3,262 601 -- 3,863
General & administrative
expenses.................. 8,240 663 -- 8,903 2,263 -- 11,166
Other noninterest
expenses.................. 280 37 3 320 34 130 484
--------- ------ --- --------- ------ ----- ---------
Net income before taxes..... 2,567 (307) (3) 2,257 938 (130) 3,065
Income tax expense.......... 964 -- -- 964 351 -- 1,315
--------- ------ --- --------- ------ ----- ---------
Net income......... $ 1,603 $ (307) $(3) $ 1,293 $ 587 $(130) $ 1,750
========= ====== === ========= ====== ===== =========
Earnings per share.......... $ 0.32 $ 0.26 $ 0.24
========= ========= =========
Weighted average shares
outstanding............... 4,980,167 4,980,167 7,429,584
</TABLE>

<TABLE>
<CAPTION>
COMBINED
COMBINED COMPANY
COMPANY WITH
FIRSTATE WITH FFO FIRSTATE
COMPANY FIRSTATE ADJUSTMENTS(C) FIRSTATE FFO ADJUSTMENTS(D) AND FFO
--------- -------- -------------- --------- ------- -------------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
TWELVE MONTHS ENDED
DECEMBER 31, 1996
Interest income............ $ 66,947 $ 5,409 $ -- $ 72,356 $21,997 $ -- $ 94,353
Interest expense........... 32,926 4,015 -- 36,941 12,023 -- 48,964
--------- ------- ---- --------- ------- ----- ---------
Net interest income........ 34,021 1,394 -- 35,415 9,974 -- 45,389
Loan loss provision........ 1,800 (289) -- 1,511 782 -- 2,293
--------- ------- ---- --------- ------- ----- ---------
Net interest income after
loan loss provisions..... 32,221 1,683 -- 33,904 9,192 -- 43,096
Noninterest income......... 5,616 390 -- 6,006 2,387 -- 8,393
General & administrative
expenses................. 27,352 2,747 -- 30,099 9,528 -- 39,627
Other noninterest
expenses................. 4,469 849 13 5,331 (352) 518 5,497
--------- ------- ---- --------- ------- ----- ---------
Net income before taxes.... 6,016 (1,523) (13) 4,480 2,403 (518) 6,365
Income tax expense......... 2,232 -- -- 2,232 803 -- 3,035
--------- ------- ---- --------- ------- ----- ---------
Net income........ $ 3,784 $(1,523) $(13) $ 2,248 $ 1,600 $(518) $ 3,330
========= ======= ==== ========= ======= ===== =========
Earnings per share......... $ 0.76 $ 0.45 $ 0.45
========= ========= =========
Weighted average shares
outstanding.............. 4,952,937 4,952,937 7,402,354
</TABLE>

22
<PAGE> 28

REPUBLIC BANCSHARES, INC. & SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
COMBINED
COMBINED COMPANY
COMPANY WITH
FIRSTATE WITH FFO FIRSTATE
COMPANY FIRSTATE ADJUSTMENTS(C) FIRSTATE FFO ADJUSTMENTS(D) AND FFO
--------- -------- -------------- --------- ------- -------------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
TWELVE MONTHS ENDED
DECEMBER 31, 1995
Interest income............ $ 57,863 $6,482 $ -- $ 64,345 $19,730 $ -- $ 84,075
Interest expense........... 30,001 5,055 -- 35,056 10,111 -- 45,167
--------- ------ ---- --------- ------- ----- ---------
Net interest income........ 27,862 1,427 -- 29,289 9,619 -- 38,908
Loan loss provision........ 1,685 (535) -- 1,150 477 -- 1,627
--------- ------ ---- --------- ------- ----- ---------
Net interest income after
loan loss provision...... 26,177 1,962 -- 28,139 9,142 -- 37,281
Noninterest income......... 2,751 639 -- 3,390 2,602 -- 5,992
General & administrative
(G&A) expenses........... 22,119 2,756 -- 24,875 8,844 -- 33,719
Other noninterest
expenses................. 739 -- -- 739 613 -- 1,352
--------- ------ ---- --------- ------- ----- ---------
Net income before taxes and
goodwill................. 6,070 (155) -- 5,915 2,287 -- 8,202
Income tax expense......... 1,875 -- -- 1,875 641 -- 2,516
--------- ------ ---- --------- ------- ----- ---------
Net income before goodwill
amortization............. 4,195 (155) -- 4,040 1,646 -- 5,686
Goodwill amortization.... (1,578) -- 13 (1,565) -- 518 (1,047)
--------- ------ ---- --------- ------- ----- ---------
Net income........ $ 5,773 $ (155) $(13) $ 3,605 $ 1,646 $(518) $ 6,733
========= ====== ==== ========= ======= ===== =========
Earnings per share......... $ 1.26 $ 1.23 $ 0.96
========= ========= =========
Weighted average shares
outstanding.............. 4,562,642 4,562,642 7,007,342
</TABLE>

23
<PAGE> 29

REPUBLIC BANCSHARES, INC. & SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
COMBINED
COMBINED COMPANY
COMPANY WITH
FIRSTATE WITH FFO FIRSTATE
COMPANY FIRSTATE ADJUSTMENTS(C) FIRSTATE FFO ADJUSTMENTS(D) AND FFO
--------- -------- -------------- --------- ------- -------------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
TWELVE MONTHS ENDED
DECEMBER 31, 1994
Condensed Income Statements
Interest income............ $ 37,115 $6,861 $ -- $ 43,976 $16,882 $ -- $ 60,858
Interest expense........... 16,871 4,319 -- 21,190 7,553 -- 28,743
--------- ------ ---- --------- ------- ----- ---------
Net interest income........ 20,244 2,542 -- 22,786 9,329 -- 32,115
Loan loss provision........ 1,575 (837) -- 738 (1,403) -- (665)
--------- ------ ---- --------- ------- ----- ---------
Net interest income after
loan loss provision...... 18,669 3,379 -- 22,048 10,732 -- 32,780
Noninterest income......... 2,612 58 -- 2,670 2,487 -- 5,157
General & administrative
(G&A) expenses........... 14,916 2,655 -- 17,571 8,761 -- 26,332
Other noninterest
expenses................. 1,701 (1) -- 1,700 3,784 -- 5,414
--------- ------ ---- --------- ------- ----- ---------
Net income before taxes and
goodwill................. 4,664 783 -- 5,447 674 -- 6,121
Income tax expense......... 468 -- -- 468 234 -- 702
--------- ------ ---- --------- ------- ----- ---------
Net income before goodwill
amortization............. 4,196 783 -- 4,979 440 -- 5,419
Goodwill amortization.... (2,705) (1) 13 (2,693) -- 518 (2,175)
--------- ------ ---- --------- ------- ----- ---------
Net income........ $ 6,901 $ 784 $(13) $ 7,672 $ 440 $(518) $ 7,994
========= ====== ==== ========= ======= ===== =========
Earnings per share......... $ 1.67 $ 1.85 $ 1.07
========= ========= =========
Weighted average shares
outstanding.............. 4,136,790 4,136,790 7,085,788
</TABLE>

24
<PAGE> 30

NOTES TO PRO FORMA DATA

(a) To reflect the purchase by Firstate's former controlling stockholder of
certain loans and ORE, to reflect the excess purchase price over the estimated
fair value of the net assets acquired from Firstate and to eliminate Firstate's
historical equity accounts.

(b) The FFO Merger will be accounted for as a corporate reorganization in
which the majority stockholder's interest will be combined at historical cost in
a manner similar to a pooling of interests while the minority interest in FFO
will be combined using purchase accounting rules. The pro forma valuation of the
minority interest, book value and estimated amount of goodwill and market value
adjustments is as follows:

<TABLE>
<S> <C>
Exchange ratio: 0.29 shares of the Company's, stock for
each share of FFO's stock
Number of Company shares to be issued -- total............. 2,449,417
Minority interest in FFO................................... 30.9%
Number of shares to be issued to minority interest......... 756,870
Fair value per share of the Company's common stock......... $ 14.78(1)
Fair value of minority interest............................ 11,187(2)
Book value of minority interest............................ 6,415(3)
--------------
Goodwill and market value adjustments...................... $ 4,772
==============
Amount allocated to goodwill............................. $ 5,179
Amount allocated to market value adjustments............. (407)
</TABLE>

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

(1) The fair value of the Company's common stock is based on the average of the
closing bid price of the stock on The Nasdaq Stock Market's National Market
two days before and after December 26, 1996, the date that the Company and
FFO announced they were engaged in merger discussions.

(2) The fair value per share of Company Common Stock times the number of shares
to be issued to the minority interest.

(3) FFO's book value times the 30.9% minority interest.

<TABLE>
<S> <C>
Goodwill recorded........................................... 130
Annual amortization based on 10-year period................. 13
Amortization for 3 months................................... 3
</TABLE>

(d) Amortization of goodwill on the FFO Merger is as follows:

<TABLE>
<S> <C>
Goodwill recorded........................................... $5,179
Annual amortization based on 10-year period................. 518
Amortization for 3 months................................... 130
</TABLE>

25
<PAGE> 31

SELECTED CONSOLIDATED FINANCIAL DATA

The Selected Consolidated Financial Data presented below for the years
ended December 31, 1996, 1995 and 1994, the seven months ended December 31, 1993
and the five months ended May 31, 1993, has been derived from the audited
Consolidated Financial Statements of the Company and, prior to 1996, the Bank
and are qualified in their entirety by reference to the more detailed
Consolidated Financial Statements and notes thereto, included elsewhere herein.
Financial data for interim periods include all adjustments, consisting of normal
accruals, that management considers necessary for a fair presentation of the
financial conditions and results of operations for such interim periods. In
light of the significant mark-to market adjustments and other adjusting entries
to its financial statements that were made following the Change in Control in
May 1993, management believes that the usefulness of comparisons between (i) the
financial statements and the financial data derived therefrom as of the dates
and for the period prior to June 1, 1993, and (ii) the financial statements and
the financial data derived therefrom as of the dates and for the periods since
June 1, 1993, may be limited. In addition, subsequent to consummation of the
Bank's initial public offering in December 1993 and the CrossLand Purchase and
Assumption in that month, the Company has operated in a significantly different
manner from that which it had previously operated. Accordingly, the financial
results for periods prior to the CrossLand Purchase and Assumption differ
significantly from periods since then.

<TABLE>
<CAPTION>
THREE MONTHS ENDED SEVEN MONTHS ENDED
MARCH 31, YEARS ENDED DECEMBER 31, DECEMBER 31,
------------------------ ------------------------------------ -----------------------
1997 1996 1996 1995 1994 1994 1993
---------- ----------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED) (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Interest income....... $ 18,070 $ 15,862 $ 66,947 $ 57,863 $ 37,115 $ 23,684 $ 7,331
Interest expense...... 8,969 7,927 32,926 30,001 16,871 10,711 3,110
---------- ----------- ---------- ---------- ---------- ---------- ----------
Net interest income... 9,101 7,935 34,021 27,862 20,244 12,973 4,221
Loan loss provision... 1,138 450 1,800 1,685 1,575 1,263 709
---------- ----------- ---------- ---------- ---------- ---------- ----------
Net interest income
after loan loss
provision........... 7,963 7,485 32,221 26,177 18,669 11,710 3,512
Other noninterest
income.............. 3,124 678 4,409 2,751 2,612 1,758 1,411
Gain on sale of ORE
held for
investment.......... -- -- 1,207 -- -- -- --
General and
administrative
("G&A") expenses.... 8,240 5,956 27,352 22,119 14,916 9,308 3,700
SAIF special
assessment(1)....... -- -- 2,539 -- -- -- --
Provision for losses
on ORE.............. 170 180 1,611 -- 10 10 20
Other noninterest
expense............. 110 124 319 739 1,691 1,417 600
---------- ----------- ---------- ---------- ---------- ---------- ----------
Net income before
income taxes &
goodwill
accretion........... 2,567 1,903 6,016 6,070 4,664 2,733 603
Accretion of negative
goodwill............ -- -- -- 1,578 2,705 1,578 1,579
---------- ----------- ---------- ---------- ---------- ---------- ----------
Net income before
income taxes........ 2,567 1,903 6,016 7,648 7,369 4,311 2,182
Income tax
provision........... 964 699 2,232 1,875 468 268 --
---------- ----------- ---------- ---------- ---------- ---------- ----------
Net income............ $ 1,603 $ 1,204 $ 3,784 $ 5,773 $ 6,901 $ 4,043 $ 2,182
========== =========== ========== ========== ========== ========== ==========
PER SHARE DATA:
Earnings per share --
total............... $ .32 $ .24 $ .76 $ 1.26 $ 1.67 $ .98 $ 1.12
========== =========== ========== ========== ========== ========== ==========
Earnings per share --
excluding negative
goodwill............ $ .32 $ .24 $ .76 $ .92 $ 1.02 $ .60 $ .31
========== =========== ========== ========== ========== ========== ==========
Weighted average
shares
outstanding......... 4,980,167 4,953,119 4,952,937 4,562,642 4,136,790 4,141,322 1,951,231
</TABLE>

26
<PAGE> 32

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

(1) The SAIF special assessment is a one-time charge. See
"Business -- Supervision and Regulation -- Deposit Insurance."
(2) Annualized.
(3) See "Business -- Asset Quality" for a discussion of the allocation and
availability of loan loss reserves among portfolios of loans within the
Bank.
(4) Represents earnings before fixed charges, income taxes and extraordinary
items and non-cumulative preferred dividends and redemption. Fixed charges
include interest expense (inclusive or exclusive of interest on deposits as
indicated).

27
<PAGE> 33

<TABLE>
<CAPTION>
FIVE MONTHS ENDED YEAR ENDED
MAY 31, DECEMBER 31,
----------------------- ------------
1994 1993 1992
---------- ---------- ------------
(DOLLARS IN THOUSANDS, EXCEPT
PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C>
OPERATING DATA:
Interest income......................................... $ 13,431 $ 4,848 $ 11,845
Interest expense........................................ 6,160 1,970 6,054
---------- ---------- ----------
Net interest income..................................... 7,271 2,878 5,791
Loan loss provision..................................... 312 379 520
---------- ---------- ----------
Net interest income after loan loss provision........... 6,959 2,499 5,271
Other noninterest income................................ 854 743 1,679
G&A expenses............................................ 5,608 2,699 5,748
Provision for losses on ORE............................. -- 1,214 230
Other noninterest expense............................... 274 443 715
---------- ---------- ----------
Net income (loss) before income taxes and goodwill
accretion............................................ 1,931 (1,114) 257
Accretion of negative goodwill.......................... 1,127 -- --
---------- ---------- ----------
Net income (loss) before income taxes................... 3,058 (1,114) 257
Income tax provision (benefit).......................... 200 0 0
---------- ---------- ----------
Net income (loss)....................................... $ 2,858 $ (1,114) $ 257
========== ========== ==========
PER SHARE DATA:
Earnings (loss) per share -- total...................... $ 1.67 $ (1.00) $ 0.23
========== ========== ==========
Earnings (loss) per share -- excluding negative
goodwill............................................. $ 1.01 $ (1.00) $ 0.23
========== ========== ==========
Weighted average shares outstanding..................... 4,134,420 1,117,192 1,106,459
BALANCE SHEET DATA:
Total assets............................................ $ 508,642 $ 168,741 $ 168,810
Investment securities................................... 52,571 27,433 24,276
Loans net of unearned income............................ 396,144 111,292 110,715
Allowance for loan losses............................... 6,828 1,866 1,958
Negative goodwill....................................... 3,156 5,861 --
Deposits................................................ 469,461 153,660 154,984
Stockholder's equity.................................... 32,234 8,058 12,215
SELECTED FINANCIAL RATIOS(1):
Return on average assets................................ 1.33% (1.61)% 0.15%
Return on average equity................................ 22.34 (21.75) 2.12
Net interest spread..................................... 3.48 4.21 3.51
Net interest margin..................................... 3.67 4.66 3.95
G&A expense to average assets........................... 2.40 6.28 4.01
G&A efficiency ratio.................................... 67.32 74.54 76.95
Non-accrual loans to loans.............................. 4.36 2.27 3.20
Nonperforming assets to total assets.................... 5.64 5.89 7.55
Loan loss allowance to loans(2)......................... 1.72 1.68 1.77
Loan loss allowance to nonperforming loans(2)........... 23.58 73.03 54.98
RATIO OF EARNINGS TO FIXED CHARGES(3):
Including interest on deposits.......................... 1.51 0.43 1.04
Excluding interest on deposits.......................... 928.40 171.20 332.16
OTHER DATA (AT PERIOD-END):
Number of branches...................................... 19 7 7
Number of full-time equivalent employees................ 223 96 90
</TABLE>

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

(1) Annualized.
(2) See "Business -- Asset Quality" for a discussion of the allocation and
availability of loan loss reserves among portfolios of loans within the
Bank.

28
<PAGE> 34

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company's balance sheets and
statements of operations should be read in conjunction with "Selected
Consolidated Financial Data" and the Consolidated Financial Statements and the
related notes included therein.

THREE MONTHS ENDED MARCH 31, 1997 AND 1996

COMPARISON OF BALANCE SHEETS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996

Overview

Total assets of the Company were $912.1 million at March 31, 1997 and
$907.9 million at December 31, 1996, an increase of $4.2 million. Total loans
increased by $5.5 million from $743.0 million at the end of the prior year to
$748.5 million at the end of the first quarter. Total deposits increased by $1.1
million from $828.0 million at year-end 1996 to $829.1 million.

Investment and Mortgage-Backed Securities

Investment and mortgage-backed securities, consisting primarily of U.S.
Treasury and federal agency securities, were $63.2 million at March 31, 1997
compared to $95.0 million at December 31, 1996, a decrease of $31.8 million.
During the first three months of 1997 management permitted the amount in this
category to decline by allowing maturities and sales to exceed purchases.
Concurrently, federal funds sold, all on an overnight basis, increased by $33.0
million from $8.0 million at the prior year-end to $41.0 million at March 31,
1997. At March 31, 1997, the Company had recorded all its investment and
mortgage-backed securities as "available for sale," carrying them at their
market value.

Loans and Loans Held for Sale

Total loans increased $5.5 million from $743.0 million at year-end to
$748.5 million at March 31, 1997. This increase was the result of $108.4 million
of new loan production during the first quarter, which exceeded loan repayments
of $16.9 million and $86.0 million in residential loan sales. Residential loans,
including $40.2 million in mortgage loans held for sale, declined $7.7 million
to $398.1 million, while other real estate-secured loans increased $5.2 million.
Consumer loans also increased $1.7 million while commercial (business) loans
declined $1.3 million.

Allowance for Loan Losses

The allowance for loan losses amounted to $13.5 million at March 31, 1997,
compared to $13.1 million at December 31, 1996. The loan portfolio includes
purchased loans amounting to $271.2 million (36.2% of total loans) and the
Company has allocated a portion of the discount on those purchases to the
allowance for loan losses in amounts consistent with the Company's loan loss
allowance policy guidelines. At March 31, 1997, the allowance for loan losses
included $3.7 million allocated to the Company's largest purchase made in March
1995 (the "March 1995 Purchase"), $1.0 million allocated to loans purchased from
CrossLand, $1.7 million allocated to other loan purchases, and $7.1 million
allocated to loans originated by the Bank. Activity to the allowance for loan
losses during the first quarter of 1997 included a $1.1 million provision for
loan losses and loan charge-offs (net of recoveries) of $122,000. During the
first quarter, the Company sold $6.0 million of loans from the March 1995
Purchase and subsequently reallocated $642,000 from the allowance allocated for
the March 1995 Purchase to the allowance allocated for originated loans. This
transfer was accomplished by recording a gain on sale of loans and an increase
in the loan loss provision of equivalent amounts. Discounts on loan purchases
not allocated to the allowance for loan losses, recorded as unearned discount,
amounted to $4.1 million at March 31, 1997. Such discounts are available to
absorb losses on pools of purchased loans should amounts allocated to the
allowance prove insufficient.

29
<PAGE> 35

Nonperforming Assets

Nonperforming assets amounted to $23.6 million or 2.58% of total assets at
March 31, 1997, as compared to $22.8 million or 2.51% of total assets at
December 31, 1996. Nonperforming assets at March 31, 1997, included a $1.1
million loan which had matured prior to March 31, 1997, which the borrower
subsequently agreed to repay prior to June 30, 1997. Nonperforming loans totaled
$16.3 million at the end of the first quarter, an increase of $1.0 million from
the year-end total of $15.4 million. This was the result of increases of
$904,000 in nonperforming residential loans, and $718,000 in nonperforming
commercial (business) loans, partially offset by decreases of $468,000 in
nonperforming commercial real estate loans and $123,000 in nonperforming
consumer loans. Other real estate acquired through foreclosure declined from
$7.4 million at the end of 1996 to $7.2 million at the end of the first quarter.

Deposits

Total deposits were $829.0 million at March 31, 1997, compared to $828.0
million at December 31, an increase of $1.0 million. Passbook savings accounts
offered to higher balance customers at a premium rate increased by $4.2 million
and other savings accounts increased by $1.2 million. Interest bearing and non-
interest bearing checking account balances remained relatively unchanged from
the prior year-end increasing by only $168,000, while certificates of deposit
declined by $4.9 million.

Stockholders' Equity

Stockholders' equity was $55.6 million at March 31, 1997, or 6.1% of total
assets compared to $54.3 million or 6.0% of total assets at December 31, 1996.
At March 31, 1997, the Company's Tier 1 Capital ratio was 5.83%, its Tier 1
Risk-Based Capital ratio was 8.87%, and the Total Risk-Based Capital ratio was
11.12%, all in excess of minimum regulatory guidelines for an institution to be
considered "well-capitalized". At March 31, 1997, the Bank's regulatory capital
levels were 6.47% for its Tier 1 ratio, 9.85% for its Tier 1 Risk-Based Capital
ratio, and 11.09% for its Total Risk-Based Capital ratio.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997
AND 1996

Overview

Net income for the first quarter of 1997 was $1.6 million or $.32 per
share, compared to $1.2 million or $.24 per share for the same period of 1996,
an improvement of $399,000 for the three month period. The Company's return on
average assets and return on average equity also improved to 0.72% and 12.10%,
respectively, for the first quarter of 1997 compared to 0.60% and 9.57%,
respectively, for the first quarter of 1996.

Analysis of Net Interest Income

Net interest income for the first quarter of 1997 was $9.1 million compared
to $7.9 million for 1996. This $1.2 million or 14.7% increase was primarily the
result of additional income from balance sheet growth as total interest-earning
assets increased by approximately $101.9 million. Interest income was $18.1
million for the three months ended March 31, 1997, an increase of $2.2 million
over 1996 while interest expense increased by $1.0 million. The average asset
yield and the average cost of interest-bearing liabilities remained level at
8.36% and 4.53%, respectively. As a result, net interest spread for the first
quarter of 1997 and 1996 was unchanged at 3.83% and net interest margin, which
includes the benefit of noninterest bearing funds, decreased from 4.14% for 1996
to 4.12% for 1997.

30
<PAGE> 36

The following table summarizes the average yields earned on
interest-earning assets and the average rates paid on interest-bearing
liabilities for the three months ended March 31, 1997 and 1996 (in thousands):

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-------------------------------------------------------------
1997 1996
----------------------------- -----------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE INTEREST RATE BALANCE INTEREST RATE
-------- -------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest earning assets:
Loans, net.............................. $745,893 $16,506 8.77% $677,439 $14,778 8.68%
Investment securities................... 33,749 486 5.83 32,275 428 5.34
Mortgage backed securities.............. 19,962 306 6.12 20,403 291 5.71
Interest bearing deposits in banks...... 118 -- 5.49 43 -- 3.67
FHLB stock.............................. 4,869 87 7.25 3,695 68 7.28
Federal funds sold...................... 52,950 685 5.17 21,743 297 5.40
-------- ------- -------- -------
Total interest-earning assets........... 857,541 18,070 8.36 755,598 15,862 8.36
Non interest-earning assets............. 49,507 46,291
-------- --------
Total assets.................. $907,048 $801,889
======== ========
Interest-bearing liabilities:
Interest checking....................... $ 88,679 240 1.10 $ 77,552 254 1.32
Savings................................. 27,082 137 2.05 29,322 159 2.17
Passbook gold........................... 221,023 2,649 4.86 70,735 766 4.36
Money market............................ 33,007 165 2.03 39,709 219 2.22
Time deposits........................... 410,499 5,471 5.40 482,125 6,481 5.41
Subordinated debt....................... 6,000 108 7.17 -- -- --
Other borrowings........................ 16,137 199 5.01 4,357 48 4.40
-------- ------- -------- -------
Total interest-bearing liabilities...... 802,427 8,969 4.53 703,800 7,927 4.53
Non interest-bearing liabilities........ 50,910 47,658
Stockholders' equity.................... 53,711 50,431
-------- --------
Total liabilities and
equity...................... $907,048 $801,889
======== ========
Net interest income and net interest
spread................................ $ 9,101 3.83% $ 7,935 3.83%
======= ==== ======= ====
Net interest margin..................... 4.12% 4.14%
==== ====
</TABLE>

31
<PAGE> 37

<TABLE>
<CAPTION>
INCREASE
(DECREASE) DUE
TO (1)
--------------
CHANGES IN NET INTEREST INCOME(1) VOLUME RATE TOTAL
- --------------------------------- ------ ----- ------
<S> <C> <C> <C>
Interest earning assets:
Loans, net.................................................. $1,428 $ 300 $1,728
Investment securities....................................... 28 30 58
Mortgage backed securities.................................. (6) 21 15
Interest bearing deposits in banks.......................... -- -- --
FHLB stock.................................................. 21 (2) 19
Federal funds sold.......................................... 401 (13) 388
------ ----- ------
Total change in interest income................... 1,872 336 2,208
Interest-bearing liabilities:
Interest checking......................................... 31 (45) (14)
Savings................................................... (14) (8) (22)
Passbook gold............................................. 1,786 97 1,883
Money market.............................................. (37) (17) (54)
Time deposits............................................. (845) (165) (1,010)
Subordinated debt......................................... 108 -- 108
Other borrowings.......................................... 138 13 151
------ ----- ------
Total change in interest expense.................. 1,167 (125) 1,042
------ ----- ------
Increase (decrease) in net interest income.................. $ 705 $ 461 $1,166
====== ===== ======
</TABLE>

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

(1) Changes in net interest income due to changes in volume and rate are based
on absolute value.

Noninterest Income

Noninterest income for the first quarter of 1997 was $3.1 million compared
to $678,000 for the same period in 1996, an increase of $2.4 million. Of the
increase, $898,000 was the result of increased income from mortgage banking
operations, principally gains on sale of loans, net of certain capitalized costs
of production. In addition, the Company elected to sell certain portfolio loans
and recorded gains on sale of loans amounting to $1.2 million for the first
quarter of 1997. Other improvements included $93,000 from a third-party fee-
based checking account program under the name "Generations Gold" and an increase
of $62,000 in other sources of fee income on deposit accounts.

The following table reflects the components of noninterest income for the
three months ended March 31, 1997 and 1996 (in thousands):

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
INCREASE/
1997 1996 (DECREASE)
------ ---- ----------
<S> <C> <C> <C>
Service charges on deposit accounts......................... $ 438 $376 $ 62
Loan fee income............................................. 125 125 --
Income from mortgage banking activities..................... 898 -- 898
Gains on sales of portfolio loans........................... 1,188 (11) 1,199
Gain on sale of investments................................. 42 4 39
Generations Gold fee income................................. 100 7 93
Merchant charge card processing fees........................ 48 23 25
Other income................................................ 285 154 130
------ ---- ------
Total noninterest income.................................... $3,124 $678 $2,446
====== ==== ======
</TABLE>

32
<PAGE> 38

Noninterest Expense

General and administrative ("G&A") expenses for the first quarter of 1997
were $8.2 million compared to $6.0 million, an increase of $2.3 million. The
major factor responsible for the expense increase was the expansion of the
Company's mortgage banking activities which accounted for substantially all of
the increase in employees from 436 at March 31, 1996 to 644 at March 31, 1997.
Total noninterest expenses, which include G&A expense, provisions for losses on
ORE properties, ORE income and expense, and amortization of premiums paid on
deposits, were $8.5 million for the first quarter of 1997 compared to $6.2
million for the same period last year.

The following table reflects the components of noninterest expense for the
three months ended March 31, 1997 and 1996 (in thousands):

<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
----------------------------
INCREASE
1997 1996 (DECREASE)
------ ------ ----------
<S> <C> <C> <C>
Salaries and benefits....................................... $4,366 $3,253 $1,113
Net occupancy expense....................................... 1,284 1,025 259
Advertising................................................. 209 80 129
Data processing fees........................................ 391 317 74
FDIC and state assessments.................................. 127 270 (143)
Telephone expense........................................... 251 125 126
Legal and professional...................................... 248 106 142
Postage and supplies........................................ 336 229 107
Other operating expense..................................... 1,028 551 477
------ ------ ------
G & A expenses.............................................. 8,240 5,956 2,284
Provision for losses on ORE................................. 170 180 (10)
ORE expense, net of ORE income.............................. (13) 1 (14)
Amortization of premium on deposits......................... 123 123 --
------ ------ ------
Total noninterest expense................................... $8,520 $6,260 $2,260
====== ====== ======
</TABLE>

YEARS ENDED DECEMBER 31, 1996 AND 1995

COMPARISON OF BALANCE SHEETS AT DECEMBER 31, 1996 AND 1995

Overview

Total assets of the Company were $907.9 million at December 31, 1996 and
$802.0 million at December 31, 1995, an increase of $105.9 million. This growth
was primarily the result of the expansion of the Company's residential loan
production capability. Total loans increased by $73.6 million from $669.4
million at the end of the prior year to $743.0 million at the end of 1996. Total
deposits increased by $84.9 million from $743.1 million at year-end 1995 to
$828.0 million.

Investment and Mortgage-Backed Securities

The Company's investment securities consisted of U.S. Treasury Bills and
Notes and a $1.5 million revenue bond with the Northern Palm Beach County
Improvement District (the "Revenue Bond"). The Revenue Bond is not an obligation
of Palm Beach County, the State of Florida, or any political subdivision,
municipality or agency, thereof. The principal and interest are payable solely
from and are secured equally and ratably by a lien upon and pledge of the
proceeds of special assessments levied by the district. This investment is
taxable for federal income tax purposes.

Loans and Loans Held for Sale

Total loans at December 31, 1996 included $706.4 million of loans held for
portfolio and $36.6 million held for sale, a total of $743.0 million. At
December 31, 1995, these amounts were $664.7 million and $4.7

33
<PAGE> 39

million, respectively. The $73.6 million increase in total loans was primarily
comprised of a $25.5 million increase in residential loans to $405.9 million
(54.6% of total loans), and a $41.3 million increase in other real
estate-secured loans. At December 31, 1996, loans secured by first liens on real
estate constituted 92.0% of the total loan portfolio. Commercial (business)
loans not secured by real estate increased $4.7 million while consumer loans
increased $3.1 million. Residential loan sales for 1996 amounted to $106.1
million and totalled $41.5 million for 1995.

Allowance for Loan Losses

The allowance for loan losses amounted to $13.1 million at December 31,
1996, compared to $14.9 million at December 31, 1995. The total amount of loans
for determining the adequacy of the allowance includes $467.5 million of loans
originated by the Company, purchased loans amounting to $275.5 million.

The Company made various loan purchases totaling $157.4 million during
1994, $102.3 million during 1995 and $8.2 million in 1996. The Company allocated
a portion of the discount on its purchased loans to the allowance in amounts
consistent with loan loss allowance policy guidelines and recorded the remainder
as an unearned discount to be accreted to income as a yield adjustment. In 1995
such allocation included $7.2 million related solely to the March 1995 Purchase.
Subsequently, the principal balance of the March 1995 Purchase had declined to
$39.9 million and losses on certain nonperforming loans in this pool had reduced
the allowance allocated to this purchase to $5.9 million. The Company's history
of administering this loan purchase indicates that the expected loss rate on the
remaining loans in this portfolio would be less than the amount remaining in the
allowance. Consequently, the Company reallocated $1.5 million from the allowance
to unearned discount in the fourth quarter of 1996, reducing the December 31,
1996 allowance allocated to the March 1995 Purchase to $4.4 million. The overall
allowance at year-end 1996 of $13.1 million also included $1.0 million allocated
to loans purchased from CrossLand, $1.8 million allocated to other loan
purchases, and $6.0 million allocated to originated loans.

Activity to the allowance during 1996 included a $1.8 million provision for
loan losses, loan charge-offs (net of recoveries) of $1.8 million, and $1.7
million allocated from the allowance to unearned discount. The net charge-off
amount for 1996 included $1.0 million assessed against the allowance for loans
acquired in the March 1995 Purchase as properties securing certain nonperforming
loans which were purchased at a substantial discount were acquired through
foreclosure and recorded at their fair value. At December 31, 1996 the amount of
unearned discount on purchased loans not allocated to allowance totaled $4.7
million.

Nonperforming Assets

Nonperforming assets amounted to $22.8 million or 2.51% of total assets at
December 31, 1996, as compared to $23.5 million or 2.93% of total assets at
December 31, 1995. Nonperforming loans totaled $15.4 million at the end of 1996,
an increase of $34,000 from the prior year-end total of $15.4 million. The ratio
of nonperforming loans to total loans declined from 2.32% at the end of 1995 to
2.19% at year-end 1996. ORE acquired through foreclosure decreased by $701,000
from $8.1 million at the end of the prior year to $7.4 million at year-end 1996.
The ratio of nonperforming assets to total assets at the end of 1996 was 2.51%
compared to 2.93% at the end of 1995.

Deposits

Total deposits were $828.0 million at December 31, 1996, compared to $743.1
million at the prior year-end, an increase of $84.9 million. Passbook savings
accounts offered to higher-balance customers at a premium rate of 5.00%
increased by $156.5 million and retail checking and noninterest-bearing account
balances increased $20.5 million or 19.18%. The Company reduced its reliance on
time deposits through a less aggressive pricing strategy which resulted in an
$83.7 million decline in certificates of deposits and a decline in other
interest-bearing balances of $9.9 million. At December 31, 1996, jumbo ($100,000
and over) deposits totaled $49.3 million or 5.96% of total deposits. There were
no brokered deposits.

34
<PAGE> 40

Convertible Subordinated Debt

In December 1996 the Company completed a private offering of $6.0 million
in 6.0% Debentures. The proceeds were used to increase the capital of the Bank.
The Debentures are convertible by the holder at any time prior to maturity into
shares of Company Common Stock at a conversion price of $17.85714 per share
(equivalent to a conversion rate of 56 shares per $1,000 principal amount of
Debentures). The Debentures were sold at par and the Company incurred $213,000
in expenses associated with the offering. The Company has the right to redeem
the Debentures beginning in 2001 at 106% of face value, with the premium
declining 1% per year thereafter and without any premium if the price of the
Company Common Stock equals or exceed 130% of the conversion price for not less
than 20 consecutive trading days.

Stockholders' Equity

Stockholders' equity of the Company was $54.3 million at December 31, 1996,
or 6.0% of total assets compared to $50.9 million or 6.3% of total assets at
December 31, 1995. At December 31, 1996, the Company's and the Bank's capital
ratios were all in excess of minimum regulatory guidelines for an institution to
be considered "well-capitalized."

COMPARISON OF RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 AND
1995

Overview

Consolidated net income for 1996 was $3.8 million or $.76 per share
compared to $5.8 million or $1.26 per share for 1995. Consolidated net income
excluding the SAIF special assessment would have been $5.3 million or $1.08 per
share for 1996 as compared to $4.2 million or $.92 per share for 1995, excluding
negative goodwill accretion.

Analysis of Net Interest Income

Net interest income for 1996 was $34.0 million compared to $27.9 million
for 1995. This $6.2 million or 22.1% increase was primarily the result of $3.9
million in additional income from balance sheet growth and a more favorable mix
of earning assets. An increase in net interest spread also improved net interest
income by $2.2 million. Interest income was $66.9 million for 1996, an increase
of $9.1 million over 1995. During the same period interest expense increased by
$2.9 million from $30.0 million for 1995 to $32.9 million for 1996. Asset yield
increased 25 basis points from 8.21% for 1995 to 8.46% for 1996 and average
earning assets increased $83.6 million. The average cost of interest-bearing
liabilities decreased 5 basis points from 4.55% to 4.50%. Net interest spread
increased 30 basis points from 3.66% for 1995 to 3.96% for 1996 and net interest
margin, which includes the benefit of noninterest bearing funds, increased from
3.94% for 1995 to 4.28% for 1996.

35
<PAGE> 41

The following table summarizes the average yields earned on
interest-earning assets and the average rates paid on interest-bearing
liabilities for the years ended December 31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------
1996 1995
----------------------------- -----------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE INTEREST RATE BALANCE INTEREST RATE
-------- -------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest earning assets:
Loans, net................... $704,919 $62,244 8.78% $604,535 $52,389 8.65%
Investment securities........ 25,905 1,413 5.46 31,042 1,431 4.60
Mortgage backed securities... 20,494 1,325 6.46 13,515 827 6.12
Interest bearing deposits in
banks..................... 79 2 2.91 290 17 5.82
FHLB stock................... 4,548 330 7.26 3,126 231 7.40
Federal funds sold........... 30,188 1,633 5.32 49,978 2,968 5.86
-------- ------- -------- -------
Total interest-earning
assets.................... 786,133 66,947 8.46 702,486 57,863 8.21
Non interest-earning
assets.................... 46,343 45,556
-------- --------
Total assets......... $832,476 $748,042
======== ========
Interest-bearing liabilities:
Interest checking............ 80,442 944 1.17 $ 67,005 1,081 1.61
Savings...................... 170,100 7,281 4.28 90,904 3,281 5.57
Money market................. 37,778 809 2.14 58,862 1,735 2.94
Time deposits................ 433,860 23,392 5.39 439,824 23,777 5.41
FHLB advances................ 956 52 5.21 -- -- --
Other borrowings............. 8,884 448 4.95 3,304 127 3.85
-------- ------- -------- -------
Total interest-bearing
liabilities............... 732,020 32,926 4.50 659,899 30,001 4.55
Non interest-bearing
liabilities............... 48,821 45,285
Stockholders' equity......... 51,635 42,858
-------- --------
Total liabilities and
equity............. $832,476 $748,042
======== ========
Net interest income/net
interest spread........... $34,021 3.96% $27,862 3.66%
======= ==== ======= ====
Net interest margin.......... 4.28% 3.94%
==== ====
</TABLE>

36
<PAGE> 42

<TABLE>
<CAPTION>
INCREASE
(DECREASE) DUE
TO (1)
----------------
CHANGES IN NET INTEREST INCOME VOLUME RATE TOTAL
- ------------------------------ ------- ------ -------
<S> <C> <C> <C>
Interest earning assets:
Loans, net............................................... $ 8,108 $1,747 $ 9,855
Investment securities.................................... (91) 73 (18)
Mortgage backed securities............................... 449 49 498
Interest bearing deposits in banks....................... (9) (6) (15)
FHLB stock............................................... 103 (4) 99
Federal funds sold....................................... (1,091) (244) (1,335)
------- ------ -------
Total change in interest income.................. 7,469 1,615 9,084
Interest-bearing liabilities:
Interest checking........................................ 191 (328) (137)
Savings.................................................. 3,738 262 4,000
Money market............................................. (530) (396) (926)
Time deposits............................................ (173) (212) (385)
FHLB advances............................................ 52 -- 52
Other borrowings......................................... 248 73 321
------- ------ -------
Total change in interest expense................. 3,526 (601) 2,925
------- ------ -------
Increase (decrease) in net interest income....... $ 3,943 $2,216 $ 6,159
======= ====== =======
</TABLE>

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

(1) Changes in net interest income due to changes in volume and rate are based
on absolute values.

Noninterest Income

Noninterest income for 1996 was $5.6 million compared to $2.8 million for
the same period of 1995, an increase of $2.9 million. The gain on sale of the
former headquarters building accounted for $1.2 million of the increase. Income
from the Company's expanded mortgage banking activities increased $878,000,
service fees on deposit accounts increased $211,000, loan service and other
ancillary fees increased $327,000, and net gains on sale of investments
increased $343,000. Other sources of income increased $148,000 and merchant
charge card processing fees, a program which has been discontinued, declined
$249,000.

The following table reflects the components of noninterest income for the
years ended December 31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
INCREASE
1996 1995 (DECREASE)
------- ------- -----------
<S> <C> <C> <C>
Service charges on deposit accounts.................... $1,606 $1,395 $ 211
Loan fee income........................................ 604 277 327
Income from mortgage banking activities................ 1,002 124 878
Gain on sale of ORE held for investment................ 1,207 -- 1,207
Net gains on sale of investments....................... 370 27 343
Merchant charge card processing fees................... 1 250 (249)
Other income........................................... 826 678 148
------ ------ ------
Total noninterest income............................... $5,616 $2,751 $2,865
====== ====== ======
</TABLE>

Noninterest Expense

Total noninterest expenses for 1996 were $31.8 million compared to $22.9
million for the same period in 1995, an increase of $9.0 million. Noninterest
expenses for 1996 include a $2.5 million charge for the one-time SAIF Special
Assessment (See "Business -- Supervision and Regulation -- Deposit Insurance")
and a $1.6 million provision for losses on ORE, primarily related to two ORE
properties. See "Other Real Estate Acquired Through Foreclosure." G&A expenses
for 1996, included in the noninterest expense total, were

37
<PAGE> 43

$27.4 million compared to $22.1 million, an increase of $5.2 million. The
increase was primarily the result of expanding the Company's mortgage banking
activities and related administrative support units.

The following table reflects the components of noninterest expense for the
years ended December 31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
INCREASE
1996 1995 (DECREASE)
------- ------- ----------
<S> <C> <C> <C>
Salaries and benefits................................ $14,309 $11,251 $3,058
Net occupancy expense................................ 4,507 3,211 1,296
Advertising.......................................... 519 439 80
Data processing fees and services.................... 1,451 1,152 299
FDIC and state assessments........................... 949 1,566 (617)
Other operating expense.............................. 5,617 4,500 1,117
------- ------- ------
G & A expenses....................................... 27,352 22,119 5,233
SAIF Special Assessment.............................. 2,539 -- 2,539
Provision for losses on ORE.......................... 1,611 -- 1,611
Other ORE expense (income)........................... (172) 289 (461)
Amortization of premium on deposits.................. 491 450 41
------- ------- ------
Total noninterest expense............................ $31,821 $22,858 $8,963
======= ======= ======
</TABLE>

YEARS ENDED DECEMBER 31, 1995 AND 1994

COMPARISON OF BALANCE SHEETS AT DECEMBER 31, 1995 AND 1994

Overview

Total assets were $802.0 million at December 31, 1995 compared to $626.4
million at year-end 1994, an increase of $175.6 million or 28.0%. The source of
funds for this growth included $126.6 million in deposits from the thirteen
branches opened in the latter part of 1994 and throughout 1995. These additional
funds were primarily invested in residential and commercial real estate-secured
loans. Total stockholders' equity increased by $14.7 million to $50.9 million at
year-end 1995 as a result of the 1995 stock offerings and earnings retention.

Investment and Mortgage-Backed Securities

Investment securities, consisting of U.S. Treasury and federal agency
securities, were $64.8 million at December 31, 1995 compared to $40.2 million at
December 31, 1994, an increase of $24.5 million. This increase included $19.7
million from securitizing a portion of the Company's residential loan
originations into mortgage backed securities to improve liquidity and risk based
capital ratios.

Loans and Loans Held for Sale

Total loans were $669.4 million at December 31, 1995, an increase of $153.1
million or 29.6% over the $516.3 million total at year-end 1994. One-to-four
family residential mortgages amounted to $388.2 million at year-end 1995
compared to $293.1 million at the prior year-end, an increase of $95.1 million.
Fundings of residential loans through direct lending activities and a
correspondent/broker network amounted to $119.7 million and there were $100.3
million in residential loan purchases. The next largest loan category,
commercial real estate, amounted to $153.2 million at December 31, 1995 compared
to $112.1 million at year-end 1994, an increase of $41.1 million. Multi-family
residential loans amounted to $75.1 million at year-end 1995 compared to $60.8
million at December 31, 1994. Substantially all fundings of commercial real
estate and multi-family residential loans were through direct lending
activities.

Commercial (business) loans amounted to $29.7 million at December 31, 1995
compared to $24.6 million at year-end 1994, an increase of $5.1 million.
Consumer loans, consisting primarily of loans secured by

38
<PAGE> 44

second liens on residential real estate, amounted to $6.8 million at year-end
1995 compared to $6.4 million at end of the prior year, an increase of $421,000.

Allowance for Loan Losses

The allowance for loan losses amounted to $14.9 million at December 31,
1995, an increase of $7.8 million from the $7.1 million allowance at December
31, 1994. This increase primarily resulted from the transfer of $7.7 million of
discounts from purchases of various loan pools into an allowance established for
those loans. During March 1995 the Company made the March 1995 Purchase for a
cash payment of $39.9 million with a resulting discount of $8.2 million. The
March 1995 Purchase included 941 loans amounting to $46.3 million, which were
current as to their scheduled principal and interest payments, and 34 loans
amounting to $1.8 million which were delinquent 90 days or more. Of this
discount, $7.2 million was allocated to the allowance for those loans, based
primarily on management's evaluation of collateral values, with the $982,000
remainder recorded as unearned income. At December 31, 1995, the amount included
in the allowance allocated to the March 1995 Purchase was $6.9 million and such
portion allocated to the allowance is available only to absorb losses in such
portfolio. For a discussion of the use of allocated loan loss reserves, see
"Business -- Asset Quality". Management continually monitors the status of its
purchased loans and may, at a later date, adjust the amounts allocated between
loan discount and the loan loss reserve. Other activity to the allowance
included provisions for loan losses of $1.7 million (based generally on the
growth in the loan portfolio), loan charge-offs (net of recoveries) of $1.5
million, and $503,000 in discounts allocated to allowance from other loan
purchases.

Nonperforming Assets

Nonperforming assets amounted to $23.5 million or 2.93% of total assets at
December 31, 1995, as compared to $22.5 million or 3.59% of total assets at
December 31, 1994. Nonperforming assets consisted of $15.4 million of
nonperforming loans and $8.1 million of ORE. The $1.0 million increase in
nonperforming assets during the year consisted primarily of the addition of
nonperforming commercial (business) and commercial real estate loans totaling
$4.0 million, partially offset by the removal from nonperforming status, through
repayment and/or return to performing status, of commercial (business) loans and
commercial real estate loans totaling $2.3 million. Other reductions to
nonperforming assets were in commercial (business) loans ($115,000), consumer
loans ($300,000) and ORE ($1.2 million).

Deposits

Total deposits were $743.1 million at December 31, 1995, compared to $583.9
million at the prior year-end, an increase of $159.2 million or 27.3%. Time
deposits increased $186.0 million which was partially offset by reductions of
$21.2 million in savings accounts and $8.1 million in money market accounts. Of
the total increase in deposits, $126.6 million is attributable to deposit growth
at 13 new branch locations opened in 1994 and 1995.

Stockholders' Equity

Stockholders' equity was $50.9 million at December 31, 1995, or 6.3% of
total assets compared to $36.2 million or 5.8% of total assets at December 31,
1994. At December 31, 1995, the Tier 1 Capital ratio was 6.00%, the Tier 1
Risk-Based Capital ratio was 9.17%, and the Total Risk-Based Capital ratio was
10.30%, all in excess of minimum regulatory guidelines for an institution to be
considered "well-capitalized". On June 27, 1995, an offering was completed to
the public and the stockholders of 800,000 shares of common stock. The common
stock was offered through a combined subscription rights offering and an
underwritten public offering resulting in net proceeds of $9.1 million.

39
<PAGE> 45

COMPARISON OF RESULTS OF OPERATIONS FOR YEARS ENDED DECEMBER 31, 1995 AND 1994

Overview

Net income for the year ended December 31, 1995 was $5.8 million compared
to $6.9 million for the same period of the previous year which included the
non-recurring benefit from certain income tax items and a full year's accretion
of negative goodwill. Income tax expense was $1.9 million for 1995 compared to
$468,000 in 1994, an increase of $1.4 million. This was primarily due to a $1.3
million decrease in the deferred income tax valuation allowance in 1994 which
reduced income tax expense by that amount. Earnings per share were $1.26 for
1995 compared to $1.67 for 1994. Return on average assets for 1995 was .77%
compared to 1.25% in 1994, while return on average equity was 13.47% compared to
21.34% in 1994.

Analysis of Net Interest Income

Net interest income for 1995 was $27.9 million compared to $20.2 million
for 1994. This $7.6 million or 37.6% increase, was primarily the result of
additional income from balance sheet growth throughout 1994 and 1995 and a more
favorable asset mix as liquid assets were redeployed into higher-yielding loans.
Interest income was $57.9 million for 1995, an increase of $20.7 million over
1994. Interest expense increased by $13.1 million from $16.9 million for 1994 to
$30.0 million for 1995. Average asset yield increased 95 basis points and
average earning assets increased $192.7 million, while the average cost of
interest-bearing liabilities increased 106 basis points as a result of a more
competitive market for customer deposits during 1995. Net interest spread
decreased 11 basis points from 3.77% for 1994 to 3.66% for 1995 while net
interest margin, which includes the benefit of noninterest bearing funds, was
generally unchanged at 3.94% for 1995 compared to 3.96% for 1994.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------
1995 1994
----------------------------- -----------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE INTEREST RATE BALANCE INTEREST RATE
-------- -------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest earning assets:
Loans, net..................................... $604,535 $52,389 8.65% $396,238 $32,699 8.24%
Investment securities.......................... 31,042 1,431 4.60 47,631 1,939 4.06
Mortgage backed securities..................... 13,515 827 6.12 -- -- --
Interest bearing deposits in banks............. 290 17 5.82 549 16 2.98
FHLB stock..................................... 3,126 231 7.40 255 13 5.00
Federal funds sold............................. 49,978 2,968 5.86 65,080 2,448 3.71
-------- ------- -------- -------
Total interest-earning assets.................. 702,486 57,863 8.21 509,753 37,115 7.26
Non interest-earning assets.................... 45,556 40,499
-------- --------
Total assets............................ $748,042 $550,252
======== ========
Interest-bearing liabilities:
Interest checking.............................. $ 67,005 1,081 1.61 $ 63,390 1,086 1.71
Savings........................................ 90,904 3,281 5.57 66,049 2,136 3.24
Money market................................... 58,862 1,735 2.94 72,211 1,587 2.20
Time deposits.................................. 439,824 23,777 5.41 279,058 11,958 3.49
FHLB advances.................................. -- -- -- 658 36 5.52
Other borrowings............................... 3,304 127 3.85 2,259 68 2.97
-------- ------- -------- -------
Total interest-bearing liabilities............. 659,899 30,001 4.55 483,625 16,871 3.49
Non interest-bearing liabilities............... 45,285 34,411
Stockholders' equity........................... 42,858 32,216
-------- --------
Total liabilities and equity................... $748,042 $550,252
======== ========
Net interest income/net interest spread........ $27,862 3.66% $20,244 3.77%
======= ==== ======= ====
Net interest margin............................ 3.94% 3.96%
==== ====
</TABLE>

40
<PAGE> 46

<TABLE>
<CAPTION>
INCREASE
(DECREASE) DUE
TO (1)
-----------------
CHANGES IN NET INTEREST INCOME VOLUME RATE TOTAL
- ------------------------------ ------- ------ -------
<S> <C> <C> <C>
Interest earning assets:
Loans, net................................................ $18,651 $1,038 $19,689
Investment securities..................................... (741) 233 (508)
Mortgage backed securities................................ 827 -- 827
Interest bearing deposits in banks........................ (10) 11 1
FHLB stock................................................ 210 9 219
Federal funds sold........................................ (662) 1,182 520
------- ------ -------
Total change in interest income................... 18,275 2,473 20,748
Interest-bearing liabilities:
Interest checking......................................... 60 (65) (5)
Savings................................................... 1,451 (306) 1,145
Money market.............................................. (329) 477 148
Time deposits............................................. 9,533 2,286 11,819
FHLB advances............................................. (18) (18) (36)
Other borrowings.......................................... 64 (5) 59
------- ------ -------
Total change in interest expense.................. 10,761 2,369 13,130
------- ------ -------
Increase (decrease) in net interest income........ $ 7,514 $ 104 $ 7,618
======= ====== =======
</TABLE>

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

(1) Changes in net interest income due to changes in volume and rate are based
on absolute values.

Noninterest Income

Noninterest income for 1995 was $2.8 million compared to $2.6 million for
1994, an increase of $139,000. The prior year had included $315,000 from
settlement of a claim against a borrower released from bankruptcy. Included in
1995 was a $57,000 lease termination settlement from a lessee who had sublet
space in a building leased by the Company. Other improvements were due to a
$148,000 increase in service charge and fee income from higher deposit levels
and gains on sale of loans of $124,000. Income from processing charge card
deposits for merchants was $250,000 in 1995 compared to $204,000 in 1994. This
program was discontinued in August 1995.

The following table reflects the components of noninterest income for the
years ended December 31, 1995 and 1994 (in thousands):

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED DECEMBER 31,
------------------------------
INCREASE
1995 1994 (DECREASE)
------ ------ ----------
<S> <C> <C> <C>
Service charges on deposit accounts.................... $1,395 $1,247 $148
Loan fee income........................................ 277 368 (91)
Merchant charge card processing fees................... 250 204 46
Gains on sales of loans................................ 124 -- 124
Other income........................................... 705 793 (88)
------ ------ ----
Total noninterest income..................... $2,751 $2,612 $139
====== ====== ====
</TABLE>

Noninterest Expense

Total noninterest expenses for 1995 were $22.9 million compared to $16.6
million for 1994, an increase of $6.3 million. G & A expenses for 1995 were
$22.1 million compared to $14.9 million, an increase of $7.2 million. The
primary reasons for these increases were the additional personnel and other
operating costs related to the thirteen new branches which accounted for $2.9
million of the increase in G & A expense, an

41
<PAGE> 47

overall expansion of the lending and administrative functions, and a $252,000
expense to record a loss on reimbursing credit cardholders for chargebacks.

The following table reflects the components of noninterest expense for the
years ended December 31, 1995 and 1994 (in thousands):

<TABLE>
<CAPTION>
FOR THE YEARS
ENDED DECEMBER 31,
--------------------------------
INCREASE
1995 1994 (DECREASE)
------- ------- ----------
<S> <C> <C> <C>
Salaries and benefits................................ $11,251 $ 7,339 $3,912
Net occupancy expense................................ 3,211 1,308 1,903
Advertising.......................................... 439 349 90
Data processing fees................................. 1,152 1,472 (320)
FDIC and state assessments........................... 1,566 1,188 378
Loan collection and repossession expense............. 128 206 (78)
Other operating expense.............................. 4,372 3,054 1,318
------- ------- ------
G & A expenses....................................... 22,119 14,916 7,203
ORE expense (net).................................... 289 432 (143)
Amortization of premium on deposits.................. 450 1,269 (819)
------- ------- ------
Total noninterest expense.................. $22,858 $16,617 $6,241
======= ======= ======
</TABLE>

Income Taxes

Income tax expense for 1995 was $1.9 million, which was net of a $177,000
reduction in the estimated amount of the valuation allowance for the deferred
tax asset and a $122,000 tax credit related to the prior year's income tax
return. The income tax provision for the same period in 1994 was $468,000 which
was net of a $1.3 million decrease in the valuation allowance.

LIQUIDITY AND ASSET/LIABILITY MANAGEMENT

Liquidity

The Asset/Liability Management Committee ("ALCO") reviews the Company's
liquidity, which is its ability to generate sufficient cash to meet the funding
needs of current loan demand, deposit withdrawals, and other cash demands. The
primary sources of funds consist of deposits, amortization and prepayments of
loans, and sales of investments. The Bank is a member of the FHLB and has the
ability to borrow to supplement its liquidity needs.

At March 31, 1997, the liquidity ratio, consisting of net cash and
investments of $109.5 million divided by net deposits and short-term liabilities
of $82.8 million, was 13.22% as compared to 13.42% at December 31, 1996. Net
liquid assets were $33.6 million in excess of the amount required by Florida
banking regulations.

Asset/Liability Management

One of the primary objectives of the Company is to reduce fluctuations in
net interest income caused by changes in interest rates. To manage interest rate
risk, the Board of Directors has established interest-rate risk policies and
procedures which delegate to ALCO the responsibility to monitor and report on
interest-rate risk, devise strategies to manage interest-rate risk, monitor loan
originations and deposit activity, and approve all pricing strategies.

The management of interest rate risk is one of the most significant factors
affecting the ability to achieve future earnings. The measure of the mismatch of
assets maturing or repricing within certain periods, and liabilities maturing or
repricing within the same period, is commonly referred to as the "gap" for such
period. Controlling the maturity or repricing of an institution's assets and
liabilities in order to minimize interest rate risk is commonly referred to as
gap management. "Negative gap" occurs when, during a specific time period,

42
<PAGE> 48

an institution's liabilities are scheduled to reprice more rapidly than its
assets, so that, barring other factors affecting interest income and expense, in
periods of rising interest rates the institution's interest expense would
increase more rapidly than its interest income, and in periods of falling
interest rates the institution's interest expense would decrease more rapidly
than its interest income. "Positive gap" occurs when an institution's assets are
scheduled to reprice more rapidly than its liabilities, so that, barring other
factors affecting interest income and expense, in periods of falling interest
rates the institution's interest income would decrease more rapidly than its
interest expense, and in periods of rising interest rates the institution's
interest income would increase more rapidly than its interest expense. It is
common to focus on the one-year gap, which is the difference between the dollar
amount of assets and the dollar amount of liabilities maturing or repricing
within the next twelve months.

ALCO uses an industry standard computer modeling system to analyze the
impact of financial strategies prior to their implementation. The system
attempts to simulate the asset and liability base and project future operating
results under a variety of interest rate and spread assumptions. Through this
management tool, management can also, among other things, project the effects of
changing its asset and liability mix and modifying its balance sheet, and
identify appropriate investment opportunities. The results of these simulations
are evaluated within the context of the interest-rate risk policy, which sets
out target levels for the appropriate level of interest-rate risk.

The policy is to maintain a cumulative one-year gap of no more than 15% of
total assets. Management attempts to conform to this policy primarily by
managing the maturity distribution of the investment portfolio and emphasizing
loan originations and loan purchases carrying variable interest rates tied to
interest-sensitive indices. Additionally, the Bank has joined the FHLB to
enhance its liquidity position and to provide it with the ability to utilize
long-term fixed-rate advances to improve the match between interest-earning
assets and interest-bearing liabilities in certain periods. Currently,
off-balance-sheet hedging instruments are not used to manage overall interest
rate risk but such instruments are used to limit the exposure to changes in the
value of residential loans held for resale and estimated loan commitments to
originate and close fixed rate residential and mortgage loans. However, there
continues to be a risk that such loan commitments do not close or are
renegotiated in a declining interest rate environment. Management may expand its
use of off-balance-sheet hedging instruments to manage exposure to overall
interest rate risk in the future, subject to Board approval.

The cumulative one year gap at March 31, 1997 was $8.9 million or a
positive .97% (expressed as a percentage of total assets). Management will
attempt to moderate any lengthening of the repricing structure of earning assets
by emphasizing variable-rate assets and, where appropriate, match-funding
longer-term fixed rate loans with FHLB advances. See "Business -- Sources of
Funds".

The following table presents the maturities or repricing of
interest-earning assets and interest-bearing liabilities at March 31, 1997. The
balances shown have been derived based on the financial characteristics of the
various assets and liabilities. Adjustable and floating-rate assets are included
in the period in which interest rates are next scheduled to adjust rather than
their scheduled maturity dates. Fixed rate loans are shown in the periods in
which they are scheduled to be repaid according to contractual amortization and,
where appropriate, prepayment assumptions based on the coupon rates in the
portfolio have been used to adjust the repayment amounts. Repricing of time
deposits is based on their scheduled maturities. Based on management's
experience in the markets in which the Company operates, statement savings
deposits are assumed to reprice at 8.3% of the total balance in the first three
months, 8.3% in the four-to-six month category, 16.7% in the six-to-12 month
category, and the remaining 66.7% from one to five years. Passbook savings
deposits are assumed

43
<PAGE> 49

to reprice equally over a 24 month period. Repricing of interest checking and
money market accounts is assumed to occur at 10% of the total balance for every
three month interval.

INTEREST SENSITIVITY ANALYSIS

MARCH 31, 1997

<TABLE>
<CAPTION>
0-3 MONTHS 4-12 MONTHS 1-5 YEARS OVER 5 YEARS
----------------- ----------------- ----------------- -----------------
YIELD/ YIELD/ YIELD/ YIELD/
AMOUNT RATE AMOUNT RATE AMOUNT RATE AMOUNT RATE
-------- ------ -------- ------ -------- ------ -------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
U.S. Treasury securities
and government
agencies................. $ 7,715 5.24% $ 1,978 5.34% $ 31,471 5.91% $ -- --%
Revenue bonds.............. -- -- -- -- 1,545 8.60 -- --
Mortgage backed
securities............... -- -- 19,661 5.53 -- -- -- --
Federal funds sold......... 41,000 5.37 -- -- -- -- -- --
Interest bearing deposits
in banks................. -- -- -- -- -- -- -- --
FHLB stock................. -- -- -- -- -- -- 5,081 7.25
Loans...................... 163,252 9.13 218,238 8.32 245,912 8.68 121,091 8.18
-------- -------- -------- --------
Total interest-earning
assets................... 211,967 8.26 239,877 8.07 278,928 8.37 126,172 8.14
Interest-bearing
liabilities:
Deposits
Interest checking........ 8,991 1.09 26,973 1.09 53,931 1.09 -- --
Money market............. 2,667 2.08 8,001 2.08 21,349 2.08 -- --
Savings.................. 2,298 1.98 6,894 1.98 18,377 1.98 -- --
Passbook Gold............ 27,972 4.88 83,916 4.88 111,888 4.88 -- --
Time deposits............ 106,146 5.14 152,762 5.20 147,797 5.86 32 5.92
Subordinated debt........ -- -- -- -- -- -- 6,000 6.00
Obligations under capital
leases................ 45 7.49 135 7.49 263 7.49 -- --
Repurchase agreements.... 16,160 4.99 -- -- -- -- -- --
-------- -------- -------- --------
Total interest-bearing
liabilities.............. 164,279 4.76 278,681 4.54 353,605 4.39 6,032 6.00
-------- -------- -------- --------
Excess (deficiency) of
interest-earning assets
over interest-bearing
liabilities.............. $ 47,688 3.50% $(38,804) 3.53% $(74,677) 3.98% $120,140 2.14%
======== ==== ======== ==== ======== ===== ======== ====
Cumulative excess
(deficiency) of interest-
earning assets over
interest-bearing
liabilities.............. $ 47,688 3.50% $ 8,884 3.54% $(65,793) 3.72% $ 54,347 3.69%
======== ==== ======== ==== ======== ===== ======== ====
Cumulative excess
(deficiency) of interest-
earning assets over
interest-bearing
liabilities as a percent
of total assets.......... 5.23% .97% (7.21)% 5.96%
==== ==== ===== ====
</TABLE>

EFFECTS OF INFLATION

As a financial institution, the majority of the Company's assets are
monetary in nature and, therefore, differ greatly from those of most industrial
or commercial companies that have significant investments in fixed assets. The
effects of inflation on the financial condition and results of operations,
therefore, are less significant than the effects of changes in interest rates.
The most significant effect of inflation is on noninterest expense, which tends
to rise during periods of general inflation.

44
<PAGE> 50

BUSINESS

The Company is a bank holding company organized in March 1996 under the
laws of the State of Florida and is the parent of the Bank, a Florida-chartered,
federally-insured commercial bank. At March 31, 1997, the Company's total assets
were $912.1 million, total loans were $748.5 million, total deposits were $829.1
million and total stockholders' equity was $55.6 million. The Company is
regulated by the Federal Reserve and the Bank is regulated by the Department and
the FDIC. The Bank's deposits are insured by the FDIC up to applicable limits.
The Bank is a member of the FHLB of Atlanta. See "-- Supervision and
Regulation."

BACKGROUND AND PRIOR OPERATING HISTORY

In May 1993, the Controlling Stockholders, Messrs. Hough and Sapanski,
acquired from the prior controlling stockholder over 99% of the Bank's
outstanding common stock for $4.5 million and made an additional capital
infusion of $3.5 million to meet regulatory capital requirements. The
transaction was accounted for using purchase or push-down accounting treatment,
which established a new accounting basis. The assets and liabilities were
restated from historical cost to their fair market values as of May 28, 1993,
premises and equipment totaling $1.4 million were written off, and the
historical equity capital balances were not carried forward. The excess of fair
market value of assets acquired and liabilities assumed exceeded the cost of
acquisition by $5.9 million which resulted in the creation of "negative
goodwill" in that amount. That negative goodwill was accreted to income over a
26 month period from May 28, 1993 through July 31, 1995, the weighted average
life of the earning assets at the change of control.

Pursuant to the CrossLand Purchase and Assumption, the Bank purchased 12
branches in Pinellas, Manatee and Sarasota counties from CrossLand, a federal
stock savings bank, and assumed deposit liabilities of $327.7 million. The Bank
paid CrossLand $11.5 million for the branches and related furniture, fixtures,
equipment and other assets, plus a $1.9 million (sixty basis points) premium on
the dollar amount of the deposits assumed. Concurrently, the Bank purchased
performing and non-performing loans secured by real estate and ORE amounting to
$201.6 million from CrossLand. The CrossLand Purchase and Assumption increased
total assets to $531.3 million and total deposits to $494.3 million at December
31, 1993.

In December 1993, the Bank sold 1.4 million shares of its common stock in
an initial public offering at a price of $8.00 per share. The net proceeds of
the offering totaled $10.3 million. In addition, the Bank sold 75,000 shares of
its Series A non-cumulative convertible perpetual preferred stock for a purchase
price of $6.6 million (or $88.00 per share). In June 1995, the Bank sold 800,000
shares of its common stock in a combined subscription rights and public offering
at $12.50 per share, with net proceeds totaling $9.1 million.

In February 1996, the Bank's shareholders approved a reorganization under
which the Bank became a wholly-owned subsidiary of the Company. All holders of
shares of the Bank's common and preferred stock received one share of the
Company's common stock for each share of the Bank's common stock held of record
and one share of the Company's $20.00 par value noncumulative convertible
perpetual preferred stock for each share of the Bank's preferred stock held of
record. Holders of outstanding options to purchase or acquire the Bank's common
stock received options to purchase an equal number of shares of the Company's
common stock.

In December 1996, the Company completed a private offering of $6.0 million
of its 6.0% Debentures.

BUSINESS STRATEGY

45
<PAGE> 51

The Company's business strategy has resulted in:

- Expanded Branch Network -- Since the Change of Control in May 1993, the
Company has expanded its branch network from seven branches in northern
Pinellas County, to its current 35 branches in Hernando, Pasco,
Pinellas, Manatee, Sarasota, Seminole and Orange Counties. Further
market expansion will occur upon consummation of the FFO Merger later
this year which will add 11 branches in the central Florida market,
including five in Osceola County, five in Brevard County, and one in
Orange County, bringing the total number of branches to 46.

RECENT AND PENDING ACQUISITIONS

Management believes that acquisitions of financial institutions provide the
Company with an opportunity to enhance its market presence and size in a manner
which is generally quicker and more cost effective than de novo branching.
Management believes that its banking products and customer services will enable
it to preserve its relationships with the customers of acquired financial
institutions.

On April 18, 1997, the Company acquired Firstate, a thrift institution
headquartered in Orlando, Florida, with branches in downtown Orlando and Winter
Park, for a cash purchase price of $5.5 million. Firstate was not publicly
traded. At April 18, 1997, Firstate had total assets of $71.1 million and total
deposits of $67.9 million. The acquisition was accounted for as a purchase, and
the amount of goodwill recorded was $130,000. Because it qualified as a "weak
institution" under the SAIF recapitalization legislation enacted in September
1996, Firstate was not required to pay a $519,063 special assessment to the SAIF
that otherwise would have been due and payable. Accordingly, the Company will be
required either (i) to pay a pro rata portion of the special assessment
($346,734 from July 1 to December 31, 1997) or (ii) to continue to pay quarterly
assessments on the deposits assumed from Firstate at the higher SAIF assessment
rate that was in effect on

46
<PAGE> 52

June 30, 1995 (23 basis points), which exceeds the rate the Company is paying on
all other deposits. See "Pro Forma Financial Data" and "Business -- Supervision
and Regulation -- Deposit Insurance."

On April 14, 1997, the Company and FFO entered into the FFO Agreement
providing for the acquisition of FFO by the Company pursuant to the FFO Merger.
FFO has 11 branches in Osceola, Orange and Brevard counties. At March 31, 1997,
FFO had total assets of $320.0 million and total deposits of $285.7 million. Mr.
Hough, one of the Company's Controlling Stockholders, also owns a majority
interest in FFO. Under the terms of the FFO Agreement, the Company will exchange
0.29 of a share of the Company's common stock for each of the 8.4 million
outstanding shares of FFO Common Stock. If the product of (i) the exchange ratio
and (ii) the average market price of the Company's common stock for a period
ending shortly prior to closing is below $4.10, the exchange ratio will be
adjusted for decreases in the price of Company's common stock; however, in no
event will the exchange ratio exceed 0.30. Outstanding options for FFO common
stock will be converted into options for Company's common stock on the same
basis. FFO has the right not to consummate the FFO Agreement if the above
average market price of the Company's common stock is less than $13.50. Either
party has the right to terminate the FFO Agreement if the FFO Merger does not
occur by November 1, 1997. The FFO Merger will be accounted for as a corporate
reorganization under which Mr. Hough's interest in FFO will be carried forward
at its historical cost in a manner similar to that of a pooling of interests
accounting while the minority interest in FFO will be recorded using purchase
accounting rules. The transaction is subject to approval by a majority vote of
the stockholders of the Company and FFO, approval by various regulatory
authorities and receipt of an opinion that the transaction qualifies as a
tax-free reorganization. The transaction is not dependent on the successful
completion of this offering of Preferred Securities.

Management of the Company believes that the composition of FFO's assets and
liabilities is substantially similar to that of the Company. At December 31,
1996, the Company's loan portfolio was 56.5% in one-to-four family residential
mortgages, 33.8% in multi-family and commercial real estate mortgages, 3.6% in
construction loans and 1.3% in consumer loans. The corresponding percentages for
FFO were 57.3%, 29.0%, 2.5% and 9.5%, respectively. In addition, both
residential mortgage portfolios consist primarily of adjustable-rate loans. Also
at December 31, 1996, the Company's deposit base included 6.1% in demand
deposits, 44.2% in savings and interest-bearing transactions accounts, and 49.7%
in time deposits. The corresponding percentages for FFO were 5.0%, 20.2%, and
74.8%, respectively.

BRANCH NETWORK

Currently, the Company has 35 branches, including three branches in Pasco
County, 20 branches in Pinellas County, seven branches in Manatee County, two
branches in Sarasota County and one branch in each of Hernando, Orange and
Seminole Counties. As a multi-office institution, the Company's market area
encompasses all of the counties in which it operates. The Company also operates
ten loan production offices in Pinellas, Lee, Orange, Palm Beach and Polk
Counties in Florida and an office in Boston, Massachusetts.

Most of the Company's branches are in Metropolitan Statistical Areas
("MSA"). An MSA is defined by the U.S. Census Bureau as a geographic area with a
significant population nucleus, along with any adjacent communities that have a
high degree of economic and social integration with that nucleus. Of the
Company's branches, 33 are in the MSAs which anchor the west coast of Florida;
Tampa-St. Petersburg-Clearwater, which includes Hillsborough, Hernando, Pasco
and Pinellas counties, and Sarasota-Bradenton, comprised of Manatee and Sarasota
counties. As of January 1, 1996, the latest estimates available, the Tampa-St.
Petersburg MSA had a population of 2.2 million, ranking it 23rd in the nation.
Sarasota-Bradenton had a population of 539,000, ranking it 95th. Together the
two MSAs had a combined population of 2.75 million residents which would rank
approximately 12th in the United States. The other two branches are in the
Orlando MSA. The economic base of the three MSAs in which the Company has
branches are supported by a large and growing segment of retirees, tourism,
which contributes to the economic base throughout the year, and light industry.

The west coast of Florida is highly competitive with 279 branches of banks
and savings and loan institutions operating in Pinellas County, 90 in Pasco
County, 81 in Manatee County, and 132 in Sarasota County, as of September 30,
1996, the most recent date that comparative data was available. The largest

47
<PAGE> 53

commercial banking institutions in Florida operate in each of the three
counties. As in most market areas, competition for deposits also exists from
money market funds and credit unions. Competition for mortgage loans is
extremely strong from specialized lenders, other mortgage bankers and
independent brokers capable of selling qualified mortgage loans to the highest
bidder. Similarly, consumers can choose from a wide range of suppliers of
personal credit, including credit card companies, consumer finance companies and
credit unions.

The Company ranked 13th among banks and 24th among all depository
institutions in the state of Florida in terms of deposits held as of September
30, 1996, the latest date for which data is available. Ranked by deposits, the
Company was the 15th largest in Pasco County, the 7th largest in Pinellas
County, the 5th largest in Manatee County and the 14th largest in Sarasota
County. As the table below indicates, market share ranges from six percent in
Manatee County to one percent in Pasco.

BRANCH DEPOSITS BY COUNTY
SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
COMPANY TOTAL MARKET
DEPOSITS DEPOSITS SHARE
-------- -------- ------
(IN MILLIONS)
<S> <C> <C> <C>
Pasco................................................... $ 42 $ 3,899 1.1%
Pinellas................................................ 502 12,787 3.9
Manatee................................................. 167 2,770 6.0
Sarasota................................................ 72 5,860 1.2
---- ------- ---
Total......................................... $783 $25,316 3.1%
==== ======= ===
</TABLE>

SOURCES OF FUNDS

Deposit accounts are the primary source of funds for lending, investment
and other general business purposes. In addition to deposits, funds are derived
from loan repayments and loan sales. Scheduled loan payments on the residential
loan portfolio are a relatively stable source of funds, while residential loan
prepayments, deposit in-flows and out-flows are significantly influenced by
general interest rate and money market conditions. Funding needs may be
supplemented through borrowings from the FHLB which are secured by a blanket
lien on the portfolio of residential loans. Management believes that current
funding requirements can be met through retail deposits, without reliance on
brokered deposits. To the extent there are requirements for short-term financing
beyond liquid assets, the Company intends to rely on repurchase agreements, FHLB
advances and other traditional money market sources of funding. For additional
discussion of asset/liability management policies and strategies, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Asset/Liability Management."

A full range of deposit services is offered, including checking and other
transaction accounts, savings accounts and time deposits. At March 31, 1997, the
Company had no brokered deposits, and time deposits in amounts of $100,000 or
more constituted 6.0% of total deposits.

48
<PAGE> 54

The following table sets forth the principal types of deposit accounts
offered and the aggregate amounts of such accounts at March 31, 1997 (in
thousands):

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE PERCENT OF
INTEREST RATE AMOUNT TOTAL DEPOSITS
------------- -------- --------------
<S> <C> <C> <C>
Noninterest bearing................................ 0.00% $ 49,066 5.9%
Interest checking.................................. 1.09 89,895 10.8
Passbook savings................................... 4.88 223,776 27.0
Statement savings.................................. 1.98 27,569 3.3
Money market....................................... 2.08 32,017 3.9
Time deposits with original maturities of:
One year or less................................. 5.07 112,509 13.6
Over 1 year through 5 years...................... 5.22 197,481 23.8
Over 5 years..................................... 6.20 96,747 11.7
-------- -----
Total time deposits(1)........................... 5.41 406,737 49.1
-------- -----
Total deposits........................... 4.24% $829,060 100.0%
======== =====
</TABLE>

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

(1) Includes time deposits in amounts of $100,000 or more of $50.0 million.

At March 31, 1997, scheduled maturities of total time deposits were as
follows:

<TABLE>
<CAPTION>
YEAR ENDED PERCENT OF
DECEMBER 31, AMOUNT TIME DEPOSITS
- ------------ -------- -------------
<S> <C> <C>
1997 $258,908 63.7%
1998 51,622 12.7
1999 46,898 11.5
2000 18,256 4.5
2001 31,021 7.6
Thereafter 32 0.0
-------- -----
Total $406,737 100.0%
======== =====
</TABLE>

LENDING AND LOAN PORTFOLIO PURCHASE ACTIVITIES

The Company originates a full range of lending products for its portfolio
and real estate-secured loans for sale in the secondary market. Portfolio
lending efforts are focused on customers located along the west coast and in
central Florida. During 1995, the Company opened commercial loan production
offices in central and southwest Florida. The portfolio objective is to maintain
a one-to-four family, primarily adjustable-rate, residential loan portfolio of
at least 50% of its total loans and to achieve, over time, a level of
approximately 10% of its total loan portfolio in consumer loans, consisting of
home equity loans as well as extensions of credit for other household purposes
such as automobile loans and secured personal loans. The approximate 40%
remainder of the loan portfolio will consist of commercial real estate loans,
multifamily residential loans and commercial (business) loans.

In April 1996, the Company started a mortgage banking division of the Bank,
which currently has eight loan production offices in Florida and one office in
Boston, Massachusetts, as well as a wholesale lending operation. The wholesale
lending operation is engaged in acquiring whole loans from third-party
originators. Substantially all of the loans generated by the mortgage banking
division are intended for sale into the secondary market on either a whole loan
basis or by delivery into marketable securities, depending upon individual loan
characteristics. The Company's mortgage banking division has also begun to
originate home improvement and debt consolidation loans secured by junior liens
on real estate and has begun selling these loans to investors in 1997. In the
future, the Bank may securitize those loans, sell such loans on a whole loan
basis or engage in a combination therof.

49
<PAGE> 55

For 1996, originations of residential mortgage loans totaled $203.3
million, including $141.0 million in fixed rate loans and $62.3 million of
adjustable rate loans. Contributing to this increase in residential mortgage
loan originations was the employment of a commissioned sales force experienced
in loan originations and a support staff whose compensation is also
significantly incentive-based. Sales of residential loans totaled $106.1 million
for 1996. For the first quarter of 1997, originations of residential mortgage
loans totaled $67.4 million, including $50.2 million of fixed-rate loans and
$17.2 million of adjustable loans. Sales of residential loans totaled $86.0
million for the first quarter of 1997.

Originations of commercial real estate and commercial (business) loans
totaled $207.4 million for 1996 and $37.8 million for the first quarter of 1997.
To date, such loan originations have been for portfolio but the Company intends
to originate and sell into the secondary market a portion of its commercial real
estate loans originated during 1997, collecting fee income on the sale and
retaining the servicing of these loans.

The Company purchased loans totaling approximately $193.5 million in
connection with the CrossLand Purchase and Assumption. Loan purchases were
$157.5 million in 1994, $102.3 million in 1995 and $8.2 million in 1996. No loan
purchases were made in the first quarter of 1997. Additional real estate loan
purchases may be considered if loan pools with acceptable yield, satisfactory
creditworthiness and other characteristics become available for bid. However,
during 1996 and the first quarter of 1997, loan originations were the
predominant source of growth in the loan portfolio, and this is expected to
continue for the foreseeable future.

The following tables set forth information concerning the loan portfolio,
based on total dollars and percent of portfolio, by collateral type as of the
dates indicated:

<TABLE>
<CAPTION>
AT DECEMBER 31,
AT MARCH 31, ----------------------------------------------------
1997 1996 1995 1994 1993 1992
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Real estate mortgage loans:
One-to-four family residential.... $412,700 $419,605 $388,221 $293,146 $153,587 $ 7,797
Multifamily residential........... 67,531 68,337 75,127 60,795 36,735 4,461
Commercial real estate............ 192,509 182,298 153,193 112,050 86,457 65,072
Construction/land development..... 29,812 27,050 13,974 16,095 9,561 5,256
-------- -------- -------- -------- -------- --------
Total real estate mortgage
loans................... 702,552 697,290 630,515 482,086 286,340 82,586
Commercial (business) loans......... 33,125 34,427 29,687 24,579 18,581 17,546
Consumer loans...................... 11,747 9,983 6,847 6,426 7,509 8,374
Other loans......................... 1,069 1,294 2,367 3,244 4,053 2,209
-------- -------- -------- -------- -------- --------
Total loans(1)............ 748,493 742,994 669,416 516,335 316,483 110,715
Less:
Allowance for loan losses......... 13,508 13,134 14,910 7,065 6,539 1,958
-------- -------- -------- -------- -------- --------
Loans, net of allowance........... $734,985 $729,860 $654,506 $509,270 $309,944 $108,757
======== ======== ======== ======== ======== ========
</TABLE>

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

(1) Includes discounts, premiums and unearned fees.

At March 31, 1997 and December 31, 1996, the balance of loans purchased
included in the portfolio amounted to $271.2 million and $286.5 million,
respectively. The balance of loans held for sale included in the portfolio at
March 31, 1997 and December 31, 1996 and 1995 were $40.2 million, $36.6 million
and $4.7 million, respectively.

50
<PAGE> 56

<TABLE>
<CAPTION>
AT DECEMBER 31,
MARCH 31, -------------------------------------
BASED ON PERCENT OF PORTFOLIO: 1997 1996 1995 1994 1993 1992
- ------------------------------ --------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Real estate mortgage loans:
One-to-four family residential........... 55.1% 56.5% 58.0% 56.8% 48.5% 7.0%
Multifamily residential.................. 9.0 9.2 11.2 11.8 11.6 4.0
Commercial real estate................... 25.7 24.6 22.9 21.7 27.3 58.8
Construction/land development............ 4.0 3.6 2.1 3.1 3.0 4.7
----- ----- ----- ----- ----- -----
Total real estate mortgage
loans.......................... 93.8 93.9 94.2 93.4 90.4 74.5
Commercial (business) loans................ 4.4 4.6 4.4 4.8 5.9 15.8
Consumer loans............................. 1.6 1.3 1.0 1.2 2.4 7.6
Other loans................................ .2 .2 .4 .6 1.3 2.1
----- ----- ----- ----- ----- -----
Total loans...................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
===== ===== ===== ===== ===== =====
</TABLE>

The following table sets forth the contractual amortization of real estate
and commercial loans at March 31, 1997 and December 31, 1996. Loans having no
stated schedule of repayments and no stated maturity are reported as due in one-
year or less. The table also sets forth the dollar amount of loans scheduled to
mature after one year, according to their interest rate characteristics:

<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31, 1996
------------------------ ------------------------
TYPE OF LOAN: REAL ESTATE COMMERCIAL REAL ESTATE COMMERCIAL
- ------------- ----------- ---------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Amounts due:
One year or less......................... $ 46,120 $16,144 $ 60,246 $15,740
After one through five years............. 161,661 15,579 151,492 16,580
More than five years..................... 494,771 1,402 485,552 2,107
-------- ------- -------- -------
Total............................ $702,552 $33,125 $697,290 $34,427
======== ======= ======== =======
Interest rate terms on amounts due after
one year:
Adjustable............................... $443,489 $11,182 $446,710 $12,053
Fixed.................................... 212,453 5,799 190,334 6,634
-------- ------- -------- -------
Total............................ $655,942 $16,981 $637,044 $18,687
======== ======= ======== =======
</TABLE>

CREDIT ADMINISTRATION

The loan approval process provides for various levels of lending authority
to loan officers, the Officers' Loan Committee and the Chairman and Chief
Executive Officer. In addition, loans in excess of $1.5 million require the
approval of the Board of Directors' Loan Committee or a majority of the full
Board prior to funding. Loan purchases are generally made subject to the same
underwriting standards as loan originations. All loan purchases must be approved
in advance of funding by the Chief Executive Officer and are reported to the
full Board following purchase. In an attempt to achieve consistency in
underwriting policies and procedures, the supervision of all credit decision
functions is centralized.

Real estate lending is defined as extensions of credit secured by liens on
interests in real estate or made for the purpose of financing the construction
of a building or other improvements to real estate, regardless of whether a lien
has been taken on the property. Applicable regulations require that
comprehensive written real estate lending policies be adopted and maintained
that are consistent with safe and sound banking practices. These lending
policies must reflect consideration of the Interagency Guidelines for Real
Estate Lending Policies adopted by the federal banking agencies in December 1992
(the "Guidelines"). Pursuant to the mandates of the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), the Guidelines set forth
regulations prescribing standards for real estate lending, which the Company has
incorporated into its lending policy.

51
<PAGE> 57

The policy addresses certain lending considerations set forth in the
Guidelines, including loan-to-value ("LTV") limits, loan administration
procedures, underwriting standards, portfolio diversification standards and
documentation, approval and reporting requirements. The LTV ratio framework,
with an LTV ratio being the total amount of credit to be extended divided by the
appraised value or purchase price of the property at the time the credit is
originated, has been established for each category of real estate loans. The
Company's policy, subject to certain approval exceptions, establishes, among
other things, the following LTV limits: raw land (65%); land development (75%);
construction (commercial, multifamily and non-residential) (80%); and improved
property (85%). For portfolio purposes, loans on one-to-four family residential
(owner occupied) mortgages where the LTV exceeds 95% are not made, and any LTV
ratio in excess of 80% generally requires appropriate insurance or additional
security from readily marketable collateral. Loans with an LTV higher than 95%
may be made if saleable to investors at an acceptable premium. The policy is
reviewed and approved by the Board of Directors at least annually.

The Company's commercial (business) lending is based on a strategy of
extending credit to the local business community, and the Company's policy has
been to make corporate and commercial loans to borrowers with satisfactory cash
flows.

The loan portfolio is managed on an ongoing basis pursuant to written
portfolio management strategies, guidelines for underwriting standards and risk
assessment, and procedures for ongoing identification and management of credit
deterioration. Regular portfolio reviews are undertaken to estimate loss
exposure and ascertain compliance with policies (see -- "Asset Quality").

ASSET QUALITY

Allowance/Provision for Loan Losses

The allowance for loan losses represents management's estimate of an amount
adequate to provide for potential losses inherent in the loan portfolio.
However, it is likely that there are additional risks of future losses that
cannot be quantified precisely or attributed to particular loans or classes of
loans. Because those risks include general economic trends, as well as
conditions affecting individual borrowers, management's judgment of the reserve
is necessarily approximate and imprecise. The allowance is also subject to
regulatory examinations and determinations as to adequacy, which may take into
account such factors as the methodology used to calculate the allowance and the
size of the allowance in comparison to peers identified by the regulatory
agencies.

The Company believes that its loan loss allowance policy is both consistent
with policies established by the FDIC and commensurate with historical loss
experience. Provisions for loan losses charged to expense during each period
will be the result of management's assessment of the adequacy of the allowance
when compared to the inherent risk of the portfolio. As part of the risk
assessment for loans purchased in the CrossLand Purchase and Assumption and for
loans purchased during 1994, 1995 and 1996, management allocated a portion of
the discount on such loan purchases to the allowance in amounts that are
consistent with loan loss policy guidelines. Amounts resulting from discount
allocation are available to absorb potential losses only on those purchased
loans and are not available for losses from other loans. To the extent that
losses in certain pools or portfolios of loans exceed the loan loss allowance
and any remaining unearned loan discount, or available as a general allowance,
the Company's results of operations would be adversely effected.

Management conducts an ongoing evaluation and grading of its loan portfolio
according to an eight point rating system. The loan ratings serve as a guideline
in assessing the risk level of a particular loan and provide a basis for the
establishment of the overall allowance. The Loan Review Department independently
rates loans and, on a quarterly basis, meets with senior management and the loan
officers to discuss all loans which have been identified for potential credit
quality problems. The Loan Review Department also reports its findings to the
Directors' Audit Committee to ensure independence of the loan grading function.

Various loan purchases were made totaling $157.4 million during 1994,
$102.3 million during 1995 and $8.2 million in 1996. No loan purchases were made
in the first quarter of 1997. A portion of the discount on those purchased loans
was allocated to the allowance in amounts consistent with the Company's loan
loss

52
<PAGE> 58

allowance policy guidelines. The remainder of the discount arising from the
purchase price is recorded as unearned discount and subsequently accreted to
income as a yield adjustment over the life of the loans. In 1995, such
allocation included $7.2 million related solely to one particular portfolio
purchase, in the aggregate principal amount of $48.1 million. Subsequently, the
principal balance of the March 1995 Purchase had declined to $39.9 million and
the allowance allocated to this purchase was reduced to $5.9 million. This was
principally the result of charges to the reserve for loans which were
nonperforming when acquired and subsequently taken into foreclosure and recorded
at their fair value. The Company's history of administering this loan purchase
indicates that the expected loss rate on the remaining loans in this portfolio
will be less than the amount remaining in the allowance. Consequently, the
Company reallocated $1.5 million from the allowance to unearned discount in the
fourth quarter of 1996, reducing the December 31, 1996 allowance allocated to
the March 1995 Purchase to $4.4 million. In the first quarter of 1997, $6.0
million of loans from the March 1995 purchase were sold and $642,000 previously
allocated to the allowance for those loans was recognized as income and
concurrently transferred to the allowance for originated loans. At March 31,
1997, the allowance allocated to the March 1995 purchase was $3.7 million, $1.0
million was allocated to loans purchased from CrossLand, $1.7 million was
allocated to other loan purchases and $7.1 million was allocated to originated
loans. At March 31, 1997, the amount of unearned discount on purchased loans
that had not been allocated to the allowance totaled $4.1 million.

Activity to the allowance during the first quarter of 1997 included a $1.1
million provision for loan losses, loan charge-offs (net of recoveries) of
$122,000 and the $642,000 transferred to unearned discount as previously
discussed. Activity to the allowance during 1996 included a $1.8 million
provision for loan losses, loan charge-offs (net of recoveries) of $1.8 million,
and $1.7 million transferred to unearned discount. The net charge-off amount for
1996 included $1.0 million assessed against the allowance for loans acquired in
the March 1995 Purchase as properties securing certain nonperforming loans,
which were purchased at a substantial discount, were acquired through
foreclosure and recorded at their fair value.

The following table sets forth information concerning the activity in the
allowance for loan losses during the periods indicated (in thousands):

<TABLE>
<CAPTION>
THREE FIVE
MONTHS SEVEN MONTHS MONTHS
ENDED YEARS ENDED DECEMBER 31, ENDED ENDED YEAR ENDED
MARCH 31, -------------------------- DECEMBER 31, MAY 31, DECEMBER 31,
1997 1996 1995 1994 1993 1993 1992
--------- ------- ------- ------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Allowance at beginning of
period................... $13,134 $14,910 $ 7,065 $6,539 $1,866 $1,958 $2,180
Loan discount (net)
allocated to/(from) the
allowance for loans
acquired in the:
CrossLand Purchase and
Assumption............ -- (757) 4,046 N/A N/A
Loans purchased in
1994.................. -- (202) -- 1,400 -- -- --
Loans purchased in
1995.................. (642) (1,541) 7,658 -- -- -- --
Loans purchased in
1996.................. -- 11 -- -- -- -- --
------- ------- ------- ------ ------ ------ ------
Total loan
discount
allocated
to/(from) the
allowance...... (642) (1,732) 7,658 643 4,046 -- --
Charge-offs:
Residential loans (1-4
family)............... 91 1,700 275 94 -- -- 96
Commercial real
estate/multi-family... -- 51 907 1,472 115 43 356
Commercial (business).... 38 249 558 304 28 439 375
Consumer and other
loans................. 59 110 207 -- 65 50 64
------- ------- ------- ------ ------ ------ ------
Total
charge-offs.... 188 2,110 1,947 1,870 208 532 891
</TABLE>

53
<PAGE> 59

<TABLE>
<CAPTION>
THREE FIVE
MONTHS SEVEN MONTHS MONTHS
ENDED YEARS ENDED DECEMBER 31, ENDED ENDED YEAR ENDED
MARCH 31, -------------------------- DECEMBER 31, MAY 31, DECEMBER 31,
1997 1996 1995 1994 1993 1993 1992
--------- ------- ------- ------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Recoveries:
Residential loans (1-4
family)............... 2 1 7 -- 1 1 2
Commercial real
estate/multi-family... 3 35 379 113 19 1 1
Commercial loans
(business)............ 60 168 53 64 91 44 95
Consumer and other
loans................. 1 62 10 1 15 15 51
------- ------- ------- ------ ------ ------ ------
Total
recoveries..... 66 266 449 178 126 61 149
Net charge-offs............ 122 1,844 1,498 1,692 82 471 742
Provisions for loan
losses................... $ 1,138 $ 1,800 $ 1,685 $1,575 $ 709 $ 379 $ 520
------- ------- ------- ------ ------ ------ ------
Allowance at end of
period................... $13,508 $13,134 $14,910 $7,065 $6,539 $1,866 $1,958
======= ======= ======= ====== ====== ====== ======
Charges to the allowance
representing shares
allocated from loan
discount................. .02% .21% .13% .32% .00% .00% .00%
Other net charge-offs...... .00 .06 .12 .11 .12 .43 .69
------- ------- ------- ------ ------ ------ ------
Total net
charge-offs to
average
loans.......... .02% .27% .25% .43% .12% .43% .69%
======= ======= ======= ====== ====== ====== ======
</TABLE>

The following table sets forth the allocation of the allowance based on
management's subjective estimates and the percent of the loan portfolio for each
category presented. The amount allocated to a particular segment should not be
construed as the only amount available for future charge-offs that might occur
within that segment. In addition, the amounts allocated by segment may not be
indicative of future charge-offs. The allocation of the allowance may change
from year to year should management determine that the risk characteristics of
the loan portfolio and off-balance sheet commitments have changed.

<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31, 1996
------------------------ ------------------------
PERCENT OF PERCENT OF
ALLOWANCE ALLOCATION AMOUNT LOAN PORTFOLIO AMOUNT LOAN PORTFOLIO
- -------------------- ------- -------------- ------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Performing/not classified:
Residential loans:
March 1995 Purchase.............. $ 3,599 5.1% $ 4,171 5.3%
All other residential............ 603 48.1 1,788 48.3
Commercial (business)................. 319 4.3 340 4.6
Commercial real estate................ 2,423 36.0 2,622 35.5
Consumer and other.................... 501 3.4 488 3.2
------- ----- ------- -----
Subtotal.................... 7,445 96.9 9,409 96.9
Non-performing/classified:
Special mention..................... 152 1.0 124 .8
Substandard and nonperforming....... 2,130 1.9 2,476 2.2
Doubtful............................ 578 .2 601 0.1
Loss................................ -- -- -- --
------- ----- ------- -----
Subtotal.................... 2,860 3.1 3,201 3.1
Off balance sheet risk................ 439 -- 434 --
Unallocated........................... 2,764 -- 90 --
------- ----- ------- -----
Total....................... $13,508 100.0% $13,134 100.0%
======= ===== ======= =====
</TABLE>

54
<PAGE> 60

Nonperforming Assets

Nonperforming assets include (i) non-accrual loans (loans 90 days or more
delinquent and restructured loans that have not yet demonstrated a sufficient
payment history to warrant being returned to performing status), (ii) accruing
loans 90 days or more delinquent that are deemed by management to be adequately
secured and in the process of collection, and (iii) ORE (i.e., real estate
acquired through foreclosure or deed in lieu of foreclosure). All delinquent
loans are reviewed on a regular basis and are placed on non-accrual status when,
in the opinion of management, the possibility of collecting additional interest
is deemed insufficient to warrant further accrual. As a matter of policy,
interest is not accrued on loans past due 90 days or more unless the loan is
both well secured and in process of collection. When a loan is placed in
non-accrual status, interest accruals cease and uncollected accrued interest is
reversed and charged against current income. Additional interest income on such
loans is recognized only when received.

Loans classified as non-accrual totaled $15.4 million at December 31, 1996
compared to $16.2 million at March 31, 1997, an increase of $840,000. At March
31, 1997 and December 31, 1996, the Company had nonperforming assets (including
loans classified as non-accrual) of $23.6 million or 2.58% of total assets and
$22.8 million or 2.51% of total assets, respectively. The ratio of
non-performing assets to total assets was 2.93% at year-end 1995 and 3.59% at
year-end 1994. Accruing loans that were 90 days past due amounted to $121,000 at
March 31, 1997 and $113,000 at December 31, 1996, and primarily consisted of
loans in process of renewal. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Comparison of Balance Sheets at
March 31, 1997 and December 31, 1996."

The following table sets forth information regarding the components of
nonperforming assets at the dates indicated:

<TABLE>
<CAPTION>
AT DECEMBER 31,
AT MARCH 31, -----------------------------------------------
1997 1996 1995 1994 1993 1992
NON-PERFORMING ASSETS: ------------ ------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Non-accrual loans:
1-4 family
residential(1)......... $ 8,098 $ 7,366 $ 9,540 $ 9,062 $ 3,707 $ 35
Multi-family
residential............ -- 55 129 1,160 10,200 0
Commercial real estate... 5,740 6,162 3,082 1,515 1,464 2,965
Commercial (business).... 2,256 1,604 308 591 620 529
Home equity and
consumer............... 98 164 495 620 0 10
------- ------- ------- ------- ------- -------
Total
non-accrual
loans........ 16,191 15,351 13,554 12,948 15,991 3,539
ORE acquired through
foreclosure............ 7,250 7,363 8,064 9,278 9,569 9,190
Accruing loans 90 days
past due............... 122 113 1,876 293 725 22
------- ------- ------- ------- ------- -------
Nonperforming assets..... $23,563 $22,827 $23,494 $22,519 $26,285 $12,751
======= ======= ======= ======= ======= =======
Nonperforming loans to
total loans............ 2.18% 2.19% 2.32% 2.56% 5.28% 3.22%
======= ======= ======= ======= ======= =======
Nonperforming assets to
total assets........... 2.58% 2.51% 2.93% 3.59% 4.95% 7.55%
======= ======= ======= ======= ======= =======
</TABLE>

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

(1) Net of $114,000, $184,000 and $950,000 of loan loss allowances at March 31,
1997 and at December 31, 1996 and 1995, respectively, allocated to
nonaccrual loans acquired in the March 1995 Purchase.

Other Real Estate Acquired Through Foreclosure

All ORE assets are recorded at the lower of cost or estimated fair value
based on appraisal information that is updated when a property is taken into ORE
and thereafter when determined appropriate by management. As of March 31, 1997,
in no case did the book value of any ORE property exceed 90% of the

55
<PAGE> 61

most recent appraisal. The following table sets forth information regarding the
Company's ORE balances, net of allowances, as of the dates indicated:

<TABLE>
<CAPTION>
AT DECEMBER 31,
AT MARCH 31, ------------------------------------------
1997 1996 1995 1994 1993 1992
------------ ------ ------ ------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Vacant undeveloped
residential land........... $1,107 $1,277 $1,717 $2,358 $2,450 $2,454
Vacant developed residential
lots....................... 254 254 265 434 600 1,644
Residential houses........... 2,517 2,541 860 1,313 795 800
Vacant commercial undeveloped
land....................... 79 79 79 248 155 155
Commercial land developed for
sale....................... 3,200 3,200 4,308 4,516 1,746 2,991
Income-producing commercial
buildings.................. 12 12 150 0 3,534 324
Vacant commercial
buildings.................. 81 -- 685 409 289 822
------ ------ ------ ------ ------ ------
Total ORE.......... $7,250 $7,363 $8,064 $9,278 $9,569 $9,190
====== ====== ====== ====== ====== ======
ORE to total assets.......... .79% .81% 1.01% 1.48% 1.80% 5.44%
====== ====== ====== ====== ====== ======
</TABLE>

At March 31, 1997, ORE properties with book values in excess of $1.0
million were as follows:

- A tract of land in Holiday, Florida, currently carried at $3.2 million,
that has been developed as a shopping center site. This tract was
obtained in 1988 through foreclosure in connection with a $1.8 million
loan. The tract contains wetlands, some of which were required to be
filled, and the resultant permitting process took approximately five
years to complete. During that time, over $2.0 million was spent in
engineering, environmental and legal costs (which costs were capitalized)
and approximately $500,000 was spent for the purchase of several
additional parcels of land required for environmental mitigation purposes
pursuant to the permit requirements. The Company is offering for sale the
completed shopping center sites and other commercial pad sites. One
shopping center site was sold to a developer who constructed the retail
space for the anchor tenants, Publix and Walgreens. The Company presently
operates a branch on the tract. Federal regulations had required the Bank
to dispose of the tract no later than December 31, 1996, but the FDIC has
approved an extension of the holding period to December 19, 1997. While
the current appraisal indicates that the fair market value of the tract
exceeds book value, a sale to a party other than an end-user could result
in proceeds below the current book value.

- A 41.7% undivided interest in a 973-acre parcel of undeveloped
residential land in Pasco County, Florida. This interest was acquired
through foreclosure in 1990 and is carried on the Company's books at $1.1
million. The entire parcel (which includes both the Company's undivided
interest and that of the other owners) was appraised at $4.7 million in
January 1997. Negotiations are ongoing to sell approximately two-thirds
of the property to a governmental agency.

TROUBLED DEBT RESTRUCTURINGS

A troubled debt restructuring ("TDR") is a situation in which the creditor
allows the debtor certain concessions that would not normally be allowed, such
as modifying the terms of the debt to a basis more favorable than those offered
to other creditors or accepting third-party receivables in lieu of the debt. At
March 31, 1997 and December 31, 1996 and 1995, respectively, the loan portfolio
included TDRs amounting to $2.5 million, $2.5 million and $1.7 million,
respectively.

INVESTMENT ACTIVITIES

State law requires that a specified minimum amount of liquid assets be
maintained, based on the level of deposits, which are subject to certain
restrictions. At all times during 1996, the amount of liquid assets

56
<PAGE> 62

maintained exceeded the regulatory minimum. For additional information related
to the Company's investment portfolio, see Note 2, Investment Securities and
Note 3, Mortgage Backed Securities, of the Notes to the Consolidated Financial
Statements.

EMPLOYEES

At March 31, 1997, there were 644 full-time equivalent employees, none of
whom were represented by a union or other collective bargaining agreement. The
Company makes use of part-time and flex-time employees in connection with its
branch operations. One of the Company's primary operating principles is to
nurture its staff through, among other things, fair compensation, a good working
environment and career development and enhancement opportunities. Management
considers its relations with its employees to be good.

SUPERVISION AND REGULATION

The Company and the Bank are extensively regulated under both federal and
state law. The following is a brief summary of certain statutes, rules and
regulations affecting the Company and the Bank. This summary is qualified in its
entirety by reference to the particular statutory and regulatory provisions
referred to below and is not intended to be an exhaustive description of the
statutes or regulations applicable to the Company's business. Supervision,
regulation and examination of the Company and the Bank by the bank regulatory
agencies are intended primarily for the protection of depositors rather than
stockholders.

The Company is a bank holding company, registered with the Federal Reserve
under the Bank Holding Company Act of 1956, as amended ("BHC Act"). As such, the
Company and its subsidiaries are subject to the supervision, examination and
reporting requirements of the BHC Act and the regulations of the Federal
Reserve.

The BHC Act requires every bank holding company to obtain the prior
approval of the Federal Reserve before: (i) it may acquire direct or indirect
ownership or control of any voting shares of any bank if, after such
acquisition, the bank holding company will directly or indirectly own or control
more than five percent (5%) of the voting shares of the bank; (ii) it or any of
its subsidiaries, other than a bank, may acquire all or substantially all of the
assets of the bank; or (iii) it may merge or consolidate with any other bank
holding company.

The BHC Act further provides that the Federal Reserve may not approve any
transaction that would result in a monopoly or would be in furtherance of any
combination or conspiracy to monopolize or attempt to monopolize the business of
banking in any section of the United States, or the effect of which may be
substantially to lessen competition or to tend to create a monopoly in any
section of the country, or that in any other manner would be in restraint of
trade, unless the anticompetitive effects of the proposed transaction are
clearly outweighed by the public interest in meeting the convenience and needs
of the community served. The Federal Reserve is also required to consider the
financial and managerial resources and future prospects of the bank holding
companies and banks concerned and the convenience and needs of the communities
to be served. Consideration of financial resources generally focuses on capital
adequacy, and consideration of convenience and needs issues includes the
parties' performance under the Community Reinvestment Act of 1977 (the "CRA").

The BHC Act generally prohibits the Company from engaging in activities
other than banking or managing or controlling banks or other permissible
subsidiaries and from acquiring or retaining direct or indirect control of any
company engaged in any activities other than those activities determined by the
Federal Reserve to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. In determining whether a particular
activity is permissible, the Federal Reserve must consider whether the
performance of such an activity reasonably can be expected to produce benefits
to the public, such as greater convenience, increased competition or gains in
efficiency, that outweigh possible adverse effects, such as undue concentration
of resources, decreased or unfair competition, conflicts of interest or unsound
banking practices. For example, factoring accounts receivable, acquiring or
servicing loans, leasing personal property, conducting discount securities
brokerage activities, performing certain data processing services, acting as
agent

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<PAGE> 63

or broker in selling credit life insurance and certain other types of insurance
in connection with credit transactions and performing certain insurance
underwriting activities all have been determined by the Federal Reserve to be
permissible activities of bank holding companies. The BHC Act does not place
territorial limitations on permissible nonbanking activities of bank holding
companies. Despite prior approval, the Federal Reserve has the power to order a
bank holding company or its subsidiaries to terminate any activity or to
terminate its ownership or control of any subsidiary when it has reasonable
cause to believe that continuation of such activity or such ownership or control
constitutes a serious risk to the financial safety, soundness or stability of
any bank subsidiary of that bank holding company.

The Bank is organized as a Florida-chartered commercial bank and is
regulated and supervised by the Department. In addition, the Bank is regulated
and supervised by the FDIC, which serves as its primary federal regulator.
Accordingly, the Department and the FDIC conduct regular examinations of the
Bank, reviewing the adequacy of the loan loss reserves, quality of loans and
investments, propriety of management practices, compliance with laws and
regulations and other aspects of the Bank's operations. In addition to these
regular examinations, the Bank must furnish to the FDIC quarterly reports
containing detailed financial statements and schedules.

Federal and Florida banking laws and regulations govern all areas of the
operations of the Bank, including reserves, loans, mortgages, capital, issuances
of securities, payment of dividends and establishment of branches. As its
primary federal regulator, the FDIC has authority to impose penalties, initiate
civil and administrative actions, and take other steps intended to prevent the
Bank from engaging in unsafe or unsound practices. The Bank is a member of the
Bank Insurance Fund (the "BIF") and, as such, deposits in the Bank are insured
by the FDIC to the maximum extent permissible by law.

The Bank also is subject to the provisions of the CRA. Under the CRA, the
Bank has a continuing and affirmative obligation consistent with its safe and
sound operation to help meet the credit needs of its entire communities,
including low- and moderate-income neighborhoods. The CRA does not establish
specific lending requirements or programs for financial institutions nor does it
limit the Bank's discretion to develop the types of products and services that
it believes are best suited to its particular communities, consistent with the
CRA. The CRA requires the appropriate federal bank regulatory agency (in the
case of the Bank, the FDIC), in connection with its regular examination of the
Bank, to assess the Bank's record in meeting the credit needs of the community
serviced by the bank, including low- and moderate-income neighborhoods. The
FDIC's assessment of the Bank's record is made available to the public. Further,
such assessment is required whenever the Bank applies to, among other things,
establish a new branch that will accept deposits, relocate an existing office or
merge or consolidate with or acquire the assets of or assume the liabilities of,
a federally-regulated financial institution. In the case where the Company
applies for approval to acquire a bank or other bank holding company, the
Federal Reserve will also assess the CRA records of the Bank. The Bank received
a "Satisfactory" CRA rating in its most recent examination.

In April 1995, the federal banking agencies adopted amendments revising
their CRA regulations, with a phase-in schedule applicable to various
provisions. Among other things, the amended CRA regulations, when fully
implemented on July 1, 1997, will substitute for the prior process-based
assessment factors a new evaluation system that will rate an institution based
on its actual performance in meeting community needs. In particular, the system
will focus on three tests: (i) a lending test, to evaluate the institution's
record of making loans in its service areas; (ii) an investment test, to
evaluate the institution's record of investing in community development
projects; and (iii) a service test, to evaluate the institution's delivery of
services through its branches and other offices. The amended CRA regulations
also clarify how an institution's CRA performance will be considered in the
application process. The Company does not anticipate that the revised CRA
regulations will have any material impact on the Bank's operations or that they
will have any impact on the Bank's CRA rating.

CAPITAL REQUIREMENTS

The Company and the Bank are required to comply with the capital adequacy
standards established by the Federal Reserve (for the Company), and the FDIC
(for the Bank). There are three basic measures of

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<PAGE> 64

capital adequacy for banks and their holding companies that have been
promulgated by the Federal Reserve; two risk-based measures and a leverage
measure. All applicable capital standards must be satisfied for a bank holding
company to be considered in compliance.

The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profile among banks and bank
holding companies, to account for off-balance-sheet exposure and to minimize
disincentives for holding liquid assets. Assets and off-balance-sheet items are
assigned to broad risk categories each with appropriate weights. The resulting
capital ratios represent capital as a percentage of total riskweighted assets
and off-balance-sheet items.

Under Federal Reserve policy, bank holding companies are expected to act as
a sources of financial strength to, and to commit resources to support, their
subsidiary banks. This support may be required at times when, absent such
Federal Reserve policy, the holding company may not be inclined to provide it.
In addition, any capital loans by a bank holding company to any bank subsidiary
are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary bank. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank will be assumed
by the bankruptcy trustee and entitled to a priority payment.

PAYMENT OF DIVIDENDS

As a Florida-chartered commercial bank, the Bank is subject to the laws of
Florida as to the payment of dividends. Under the Florida Financial Institutions
Code, the prior approval of the Department is required if the total of all
dividends declared by a bank in any calendar year will exceed the sum of the
bank's net profits for that year and its retained net profits for the preceding
two years.

Under Federal law, if, in the opinion of the federal banking regulator, a
bank or thrift under its jurisdiction is engaged in or is about to engage in an
unsafe or unsound practice (which, depending on the financial condition of the
depository institution, could include the payment of dividends), such regulation
may require, after notice and hearing, that such institution cease and desist
from such practice. The federal banking agencies have indicated that paying
dividends that deplete a depository institution's capital base to an inadequate
level would be an unsafe and unsound banking practice. Under the Prompt
Corrective Action regulations adopted by the federal banking agencies in
December 1992, a depository institution may not pay any dividend to its holding
company if payment would cause it to become undercapitalized or if it already is
undercapitalized.

Due to the Bank's anticipated continued growth and management's intent to
maintain certain regulatory capital levels, dividend payments on the Company's
common stock are not expected in the foreseeable future.

DEPOSIT INSURANCE

The Bank is subject to FDIC deposit insurance assessments. In 1994, the
Bank became subject to a new risk- based assessment system for insured
depository institutions that takes into account the risks attributable to
different categories and concentrations of assets and liabilities. The new
system assigns an institution to one of three capital categories: (i) well
capitalized; (ii) adequately capitalized; and (iii) undercapitalized. An
institution is also assigned by the FDIC to one of three supervisory subgroups
within each capital group. The supervisory subgroup to which an institution is
assigned is based on a supervisory evaluation provided to the FDIC by the
institution's primary federal regulator and information that the FDIC determines
to be relevant to the institution's financial condition and the risk posed to
the deposit insurance funds (which may include, if applicable, information
provided by the institution's state supervisor). An institution's insurance
assessment rate is then determined based on the capital category and supervisory
category to which it is assigned. Under the final risk-based assessment system,
there are nine assessment risk classifications (i.e., combinations of capital
groups and supervisory subgroups) to which different assessment rates are
applied. Assessment rates on deposits for an institution in the highest category
(i.e., "well capitalized" and "healthy") are much less than assessment rates on
deposits for an institution in the lowest category (i.e., "undercapitalized" and
"substantial supervisory concern").

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<PAGE> 65

The Bank, as a state-chartered commercial bank, is a member of the BIF.
However, as part of the CrossLand Purchase and Assumption, the Bank acquired
$327.7 million in deposits insured by the Savings Association Insurance Fund
(the "SAIF") and thereby became a so-called Oakar bank. Based on the CrossLand
Purchase and Assumption and the Firstate Acquisition, the Bank is required to
pay insurance premiums to the FDIC on a substantial portion of its deposits at
the SAIF assessment rate notwithstanding its status as a BIF member. As of
December 31, 1996, the most recent measurement date for assessment purposes,
approximately 72.5% of the Bank's deposits were treated as SAIF-insured
deposits, with the remaining 27.5% of deposits being assessed at the BIF rate.
The Bank's ratio of SAIF- and BIF-assessed deposits will increase somewhat
following the FFO Merger. FFO's deposits at March 31, 1997 were $285.7 million.

Until recently, the FDIC had established separate risk-based assessment
schedules for the BIF and the SAIF. In November 1995, the FDIC established the
current assessment schedule for BIF-assessed deposits, with assessment rates
ranging from zero percent to 0.27 percent (or 27 basis points) of deposits. The
SAIF-based deposits had much higher assessment rates. In December 1996,
following enactment of federal legislation to recapitalize the SAIF (described
below), the FDIC adopted the same zero percent to 0.27 percent assessment
schedule, effective October 1, 1996, for the Bank's SAIF-assessed deposits.
During 1996, the Bank paid $8,800 in insurance assessments to the BIF and
$796,800 to the SAIF. The Bank realized savings of approximately $194,000 in
insurance premiums costs during the fourth quarter of 1996 resulting from the
new SAIF assessment schedule.

As part of the omnibus budget legislation passed last fall, Congress
enacted the Deposit Insurance Funds Act of 1996 (the "Funds Act"). With certain
exceptions, the Funds Act imposed a one-time special assessment on
SAIF-assessable deposits held by all depository institutions in an aggregate
amount that would cause the SAIF to meet its designated reserves-to-deposits
ratio of 1.25 percent. Pursuant to the Funds Act, the Bank on November 27, 1996
paid a special assessment to the SAIF of $2.5 million. This assessment was
determined by taking the Bank's SAIF-assessable deposits as of March 31, 1995
and multiplying that amount by a 0.657 percent (or 65.7 basis points) assessment
rate that the FDIC had calculated would be necessary to capitalize fully the
SAIF. (A lower assessment rate was imposed on certain Oakar banks, but the Bank
did not qualify for the reduction.)

Prior to enactment of the Funds Act, the SAIF assessments were used to pay
interest on bonds issued by the Financing Corporation (the "FICO") in the late
1980s to fund the resolution of troubled thrifts, and only insurance payments by
SAIF-member institutions were available to satisfy FICO's interest payment
obligations. A second provision of the Funds Act severs the linkage that had
existed between the SAIF and the FICO funding requirements, authorizing the FICO
to impose its own assessments separate and apart from any insurance fund
assessment. The Funds Act also shifts a portion of the FICO funding obligations
to BIF-member institutions beginning in 1997. Through the end of 1999, the FICO
assessment rate on BIF-assessable deposits is required by the statute to be
one-fifth of the SAIF rate. Thereafter, FICO assessment rates for members of
both insurance funds will presumably be equalized.

Currently, the FICO assessment rate for BIF-assessable deposits is 0.013
percent (or 1.3 basis points) and the assessment rate for SAIF assessable
deposits is if 0.0648 percent (or 6.48 basis points). For the first half of
1997, the Bank has been assessed a semiannual FICO payment obligation of
$192,480, $176,449 of which was attributable to the Bank's SAIF-assessable
deposits and the balance of which was attributable to its BIF-assessable
deposits.

FEDERAL RESERVE SYSTEM

The Federal Reserve regulations require banks to maintain
non-interest-earning reserves against their transaction accounts (primarily NOW
and regular checking accounts). The new Federal Reserve regulations effective
April 1, 1997, generally require that reserves be maintained against aggregate
transaction accounts as follows: for accounts aggregating $49.3 million or less
(subject to adjustment by the Federal Reserve) the reserve requirement is 3.0%;
and for accounts greater than $49.3 million, the reserve requirement is
$1,479,000 plus 10.0% (subject to adjustment by the Federal Reserve between 8.0%
and 14.0%) against that portion of total transaction accounts in excess of $49.3
million. The first $4.4 million of otherwise reservable balances (subject to
adjustments by the Federal Reserve) are exempted from the reserve requirements.
The Bank

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anticipates that it will be in compliance with the foregoing requirements. The
balances maintained to meet the reserve requirements imposed by the Federal
Reserve may be used to satisfy liquidity requirements imposed by the Department.
Because required reserves must be maintained in the form of either vault cash, a
noninterest-bearing account at a Federal Reserve Bank or a pass-through account
as defined by the Federal Reserve, the effect of this reserve requirement is to
reduce the Bank's interest-earning assets. Federal Home Loan Bank System members
also are authorized to borrow from the Federal Reserve "discount window", but
Federal Reserve regulations require institutions to exhaust all Federal Home
Loan Bank sources before borrowing from a Federal Reserve Bank.

MONETARY POLICY AND ECONOMIC CONTROLS

The banking business is affected not only by general economic conditions,
but also by the monetary policies of the Federal Reserve. Changes in the
discount rate on member bank borrowing, availability of borrowing at the
"discount window," open market operations, the imposition of changes in reserve
requirements against bank deposits and the imposition of and changes in reserve
requirements against certain borrowings by banks and their affiliates are some
of the instruments of monetary policy available to the Federal Reserve. The
monetary policies have had a significant effect on the operating results of
commercial banks and are expected to continue to do so in the future. The
monetary policies of the Federal Reserve are influenced by various factors,
including inflation, unemployment and short- and long-term changes in the
international trade balance and in the fiscal policies of the United States
Government. Future monetary policies and the effect of such policies on the
future business and earnings of the Bank cannot be predicted.

CHANGES IN ACCOUNTING STANDARDS

The Financial Accounting Standards Board ("FASB") recently adopted or
issued proposals and guidelines that may have a significant impact on the
accounting practices of commercial enterprises in general and financial
institutions in particular.

In May 1995, the FASB issued SFAS No. 122, "Accounting for Mortgage
Servicing Rights," which requires that a mortgage banking enterprise recognize
as a separate asset the right to service mortgage loans for others, regardless
of the manner in which such servicing rights are acquired. Moreover, this
statement requires that the total cost of acquiring mortgage loans was allocated
to the servicing rights and the loans based on their relative fair values, if
practicable. This standard is effective for fiscal years beginning after
December 15, 1995, but earlier implementation was encouraged. Management
implemented SFAS No. 122 beginning July 1, 1995. The impact upon the results of
operations of the Bank was not material.

During 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities," which is
effective for the Company's fiscal year beginning January 1, 1997. SFAS 125
provides standards for distinguishing transfers of financial assets that are
sales from transfers that are secured borrowings. The impact of the adoption of
SFAS 125 upon the results of operations of the Company was not material.

In February 1997, the FASB issued SFAS No. 128, "Earnings per Share," which
is effective for the Company's fourth quarter and year ended December 31, 1997.
Early application is not permitted and after the effective date, prior period
earnings per share presented must be restated. SFAS No. 128 establishes new
standards for computing and presenting EPS. Specifically, SFAS No. 128 replaces
the presentation of primary earnings per share with basic earnings per share,
requires dual presentation for companies with complex capital structures of
basic and diluted earnings per share and requires a reconciliation of the
numerator and denominator of the basic earnings per share computation to those
of the diluted earnings per share computation. Management has not determined the
effect of the adoption of SFAS No. 128 on the Company's financial statements,
but does not expect it to be material.

LEGAL PROCEEDINGS

The Company is party to various legal proceedings in the ordinary course of
its business. Based on information presently available, management does not
believe that the ultimate outcome of such proceedings, in the aggregate, would
have a material adverse effect on the Company's financial position or results of
operations.

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MANAGEMENT

The table below sets forth the names and ages of the directors and
executive officers of the Company and the Bank as well as the positions and
offices held by such persons. All of the Company's directors also serve on the
Bank's Board of Directors. The Company's directors are elected for a one-year
term.

<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AGE POSITION DIRECTOR
- ---- --- -------- ----------
<S> <C> <C> <C>
John W. Sapanski............... 66 Chairman of the Board, Chief Executive Officer and 1993
President
Fred Hemmer.................... 42 Director of the Bank, Senior Executive Vice 1986
President of the Bank
William R. Falzone............. 49 Treasurer, Executive Vice President and Chief
Financial Officer of the Bank
John W. Fischer, Jr............ 48 Executive Vice President of the Bank
Richard G. Gleitsman........... 43 Executive Vice President and Chief Administrative
Officer of the Bank
Kathleen A. Reinagel........... 45 Executive Vice President of the Bank
Steve McWhorter................ 35 Head of Mortgage Banking Division
William R. Hough............... 69 Director 1993
Marla Hough.................... 39 Director 1997
Alfred T. May.................. 58 Director 1993
William J. Morrison............ 64 Director 1980
</TABLE>

John W. Sapanski. Mr. Sapanski has been Chairman of the Board, Chief
Executive Officer and President of the Bank since June 1993 and Chairman of the
Board, Chief Executive Officer and President of the Company since March 1996. He
has 45 years of banking experience, including service with the Dime Savings Bank
in New York, New York from 1949 to 1987, where he served as President and Chief
Operating Officer from 1981 to 1987 and with Florida Federal Savings Bank in St.
Petersburg, Florida ("Florida Federal") from 1988 to 1991 where he acted as
President and Chief Executive Officer from 1988 to 1991. Mr. Sapanski was
President and Chief Executive Officer of Florida Federal at the time the Office
of Thrift Supervision placed Florida Federal in conservatorship. Mr. Sapanski
was retained by the Resolution Trust Corporation (the "RTC"), the conservator
for Florida Federal, to assist in managing the institution in conservatorship
until it was sold by the RTC to First Union Corporation in August 1991.

Fred Hemmer. Mr. Hemmer has served as Executive Vice President of the Bank
in charge of Corporate Banking and Special Assets since joining the Bank in
1991. He previously served as Executive Vice President of Rutenberg Corporation,
a real estate development company based in Clearwater, Florida, from 1980 to
1991. Mr. Hemmer is a certified public accountant and was employed by Arthur
Andersen & Co. from 1976 to 1980. Mr. Hemmer is also a licensed real estate
broker and certified general contractor.

William R. Falzone. Mr. Falzone has served as Treasurer of the Company
since March 1996 and Executive Vice President and Chief Financial Officer of the
Bank since February 1994. He was employed at Florida Federal from 1983 through
1991 where he served as Senior Vice President and Controller and as Director of
Financial Services. Most recently, he was a Senior Consultant for Stogniew and
Associates, a nationwide consulting firm. He has over 20 years of banking
experience and is also a certified public accountant.

John W. Fischer, Jr. Mr. Fischer has served as Executive Vice President of
the Bank in charge of Consumer Banking since December 1993. He has over 20 years
of banking experience in retail branch management and consumer and residential
lending. Mr. Fischer formerly served as Regional Marketing Director for Western
Reserve Life in Clearwater, Florida, Regional Vice President of Great Western
Bank in Miami and Executive Vice President/Consumer Financial Services for
Florida Federal. Mr. Fischer holds life, health, annuity and Series 7 securities
license.

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Richard C. Gleitsman. Mr. Gleitsman has served as Executive Vice President
and Chief Administrative Officer of the Bank since December 1993. He previously
served as Executive Vice President and Regional Manager of CrossLand since 1986.
He has over 25 years of banking experience in retail branch management, loan
servicing, human resources, data processing, and executive administration.

Kathleen A. Reinagel. Ms. Reinagel served as Executive Vice President of
the Bank in charge of Credit and Loan Administration since August 1993. She has
over 20 years of experience in the lending field with concentration in credit
and underwriting, loan documentation, due diligence and loan review. Ms.
Reinagel formerly served as Vice President of WRH Mortgage, Inc. ("WRH
Mortgage"), St. Petersburg, Florida, a mortgage banking company affiliated with
William R. Hough & Co., and Vice President, Department Manager of Commercial
Real Estate of Florida Federal.

Steve McWhorter. Mr. McWhorter has served as Division Director in charge
of the Company's mortgage banking division since April 1996, having previously
served as Regional Manager of FT Mortgage Company since 1992. He has over 14
years of experience in the mortgage banking industry.

William R. Hough. Mr. Hough has served as President of William R. Hough &
Co., St. Petersburg, Florida, an investment banking firm specializing in state,
county and municipal bonds, since 1962, President of WRH Mortgage, Inc., St.
Petersburg, Florida, since May 1993, Director of FFO since 1993 and President of
Royal Palm Center, II, Inc., Port Charlotte, Florida, a privately-held
retirement center, since September 1991.

Marla Hough. Mrs. Hough has served as President of Hough Engineering,
Inc., an engineering consulting firm, Bradenton, Florida, since from March 1997
and Vice President of Bishop & Associates, Bradenton, Florida, an engineering,
planning and surveying firm, since 1992. From 1984 to 1992, Mrs. Hough served as
Project Manager at Zoller, Najjar and Shroyer, Inc., an engineering, planning,
surveying and landscape architecture firm, Bradenton, Florida. Marla Hough is
married to a cousin of William R. Hough.

Alfred T. May. Mr. May has served as Director and Chairman of the Board of
FFO and its subsidiary, First Federal Savings & Loan Association of Osceola
County, St. Cloud, Florida, since September 1993. From 1989 to 1992, Mr. May
served as President of Mid-State Federal Savings Bank, Ocala, Florida.

William J. Morrison. Mr. Morrison has served as Senior Partner of Morrison
& Company, P.A., Tampa, Florida, a certified public accounting firm, since 1995,
as General Partner of Best-Morrison Properties, Tampa, Florida, a real estate
investment firm since 1975 and as Managing Partner of Morrison Investments, Ltd.
Tampa, Florida, a real estate and securities investment firm, since 1991.

DESCRIPTION OF THE PREFERRED SECURITIES

The Preferred Securities will be issued pursuant to the terms of the Trust
Agreement. The Trust Agreement will be qualified as an indenture under the Trust
Indenture Act. The Property Trustee, Wilmington Trust Company, will act as
indenture trustee for the Preferred Securities under the Trust Agreement for
purposes of complying with the provisions of the Trust Indenture Act. The terms
of the Preferred Securities will include those stated in the Trust Agreement and
those made part of the Trust Agreement by the Trust Indenture Act. The following
summary of the material terms and provisions of the Preferred Securities and the
Trust Agreement does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the Trust Agreement, the Delaware
Business Trust Act (the "Trust Act"), and the Trust Indenture Act. Wherever
particular defined terms of the Trust Agreement are referred to, but not defined
herein, such defined terms are incorporated herein by reference. The form of the
Trust Agreement has been filed as an exhibit to the Registration Statement of
which this Prospectus forms a part.

GENERAL

Pursuant to the terms of the Trust Agreement, the Trustees, on behalf of
RBI Capital, will issue the Trust Securities. All of the Common Securities will
be owned by the Company. The Preferred Securities will represent preferred
undivided beneficial interests in the assets of RBI Capital, and the holders
thereof will be entitled to a preference in certain circumstances with respect
to Distributions and amounts payable on

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<PAGE> 69

redemption or liquidation over the Common Securities, as well as other benefits
as described in the Trust Agreement. The Trust Agreement does not permit the
issuance by RBI Capital of any securities other than the Trust Securities or the
incurrence of any indebtedness by RBI Capital.

The Preferred Securities will rank pari passu, and payments will be made
thereon pro rata, with the Common Securities, except as described under
"-- Subordination of Common Securities." Legal title to the Junior Subordinated
Debentures will be held by the Property Trustee in trust for the benefit of the
holders of the Trust Securities. The Guarantee executed by the Company for the
benefit of the holders of the Preferred Securities will be a guarantee on a
subordinated basis with respect to the Preferred Securities, but will not
guarantee payment of Distributions or amounts payable on redemption or
liquidation of such Preferred Securities when RBI Capital does not have funds on
hand available to make such payments. Wilmington Trust Company, as Guarantee
Trustee, will hold the Guarantee for the benefit of the holders of the Preferred
Securities. See "Description of the Guarantee."

DISTRIBUTIONS

Payment of Distributions. Distributions on each Preferred Security will be
payable at the annual rate of % of the stated Liquidation Amount of $10,
payable quarterly in arrears on March 31, June 30, September 30 and December 31
of each year, to the holders of the Preferred Securities on the relevant record
dates (each date on which Distributions are payable in accordance with the
foregoing, a "Distribution Date"). The record date will be the 15th day of the
month in which the relevant Distribution Date occurs. Distributions will
accumulate from the date of original issuance. The first Distribution Date for
the Preferred Securities will be , 1997. The amount of Distributions
payable for any period will be computed on the basis of a 360-day year of twelve
30-day months. In the event that any date on which Distributions are payable on
the Preferred Securities is not a Business Day (as defined herein), then payment
of the Distributions payable on such date will be made on the next succeeding
day that is a Business Day (and without any additional Distributions, interest
or other payment in respect of any such delay) with the same force and effect as
if made on the date such payment was originally due and payable. "Business Day"
means any day other than a Saturday or a Sunday, a day on which banking
institutions in the City of New York are authorized or required by law or
executive order to remain closed or a day on which the corporate trust office of
the Property Trustee or the Debenture Trustee is closed for business.

Extension of Interest Payment Period. The Company has the right under the
Indenture, so long as no Debenture Event of Default has occurred and is
continuing, to defer the payment of interest on the Junior Subordinated
Debentures at any time, or from time to time (each, an "Extended Interest
Payment Period"), which, if exercised, would result in quarterly Distributions
on the Preferred Securities also being deferred during any such Extended
Interest Payment Period. Distributions to which holders of the Preferred
Securities are entitled will accumulate additional Distributions thereon at the
rate per annum of % thereof, compounded quarterly from the relevant
Distribution Date. The term "Distributions," as used herein, includes any such
additional Distributions. The right to defer the payment of interest on the
Junior Subordinated Debentures is limited, however, to a period, in each
instance, not exceeding 20 consecutive quarters, and no Extended Interest
Payment Period may extend beyond the Stated Maturity of the Junior Subordinated
Debentures. During any such Extended Interest Payment Period, the Company may
not (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Company's
capital stock (other than (a) the reclassification of any class of the Company's
capital stock into another class of capital stock, (b) dividends or
distributions payable in any class of the Company's common stock, (c) any
declaration of a dividend in connection with the implementation of a shareholder
rights plan, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto and (d) purchases
of the Company's common stock related to the rights under any of the Company's
benefit plans for its or its subsidiaries' directors, officers or employees),
(ii) make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu
with or junior in interest to the Junior Subordinated Debentures or make any
guarantee payments with respect to any guarantee by the Company of the debt
securities of any subsidiary of the Company if such guarantee ranks pari passu
with or junior in interest to the Junior Subordinated

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Debentures (other than payments under the Guarantee), or (iii) redeem, purchase
or acquire less than all of the Junior Subordinated Debentures or any of the
Preferred Securities. Prior to the termination of any such Extended Interest
Payment Period, the Company may further defer the payment of interest; provided
that such Extended Interest Payment Period may not exceed 20 consecutive
quarters or extend beyond the Stated Maturity of the Junior Subordinated
Debentures. Upon the termination of any such Extended Interest Payment Period
and the payment of all amounts then due, the Company may elect to begin a new
Extended Interest Payment Period, subject to the above requirements. Subject to
the foregoing, there is no limitation on the number of times that the Company
may elect to begin an Extended Interest Payment Period.

The Company has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Junior
Subordinated Debentures.

Source of Distribution. The funds of RBI Capital available for
Distributions to holders of its Preferred Securities will be limited to payments
received from the Junior Subordinated Debentures in which RBI Capital will
invest the proceeds from the issuance and sale of its Trust Securities. See
"Description of the Junior Subordinated Debentures." Distributions will be paid
through the Property Trustee who will hold amounts received in respect of the
Junior Subordinated Debentures in the Property Account for the benefit of the
holders of the Trust Securities. If the Company does not make interest payments
on the Junior Subordinated Debentures, the Property Trustee will not have funds
available to pay Distributions on the Preferred Securities. The payment of
Distributions (but only if and to the extent RBI Capital has funds legally
available for the payment of such Distributions and cash sufficient to make such
payments) is guaranteed by the Company. See "Description of the Guarantee."
Distributions on the Preferred Securities will be payable to the holders thereof
as they appear on the register of holders of the Preferred Securities on the
relevant record dates, which will be the 15th day of the month in which the
relevant Distribution Date occurs.

REDEMPTION OR EXCHANGE

General. The Junior Subordinated Debentures will mature on
, 2027, the Stated Maturity. The Company will have the right to
redeem the Junior Subordinated Debentures (i) on or after , 2002, in
whole at any time or in part from time to time, or (ii) at any time, in whole
(but not in part), within 180 days following the occurrence of a Tax Event, an
Investment Company Event or a Capital Treatment Event, in each case subject to
prior Federal Reserve approval, if then required under applicable Federal
Reserve capital guidelines or policies. Subject to the foregoing events, the
Company will not have the right to purchase the Junior Subordinated Debentures,
in whole or in part, from RBI Capital until after , 2002. See
"Description of the Junior Subordinated Debentures -- General."

Mandatory Redemption. Upon the repayment or redemption, in whole or in
part, of any Junior Subordinated Debentures, whether at Stated Maturity or upon
earlier redemption as provided in the Indenture, the proceeds from such
repayment or redemption will be applied by the Property Trustee to redeem a Like
Amount (as defined herein) of the Trust Securities, upon not less than 30 nor
more than 60 days notice, at a redemption price (the "Redemption Price") equal
to the aggregate Liquidation Amount of such Trust Securities plus accumulated
but unpaid Distributions thereon to the date of redemption (the "Redemption
Date"). See "Description of the Junior Subordinated Debentures -- Redemption or
Exchange." If less than all of the Junior Subordinated Debentures are to be
repaid or redeemed on a Redemption Date, then the proceeds from such repayment
or redemption will be allocated to the redemption of the Trust Securities pro
rata.

Distribution of Junior Subordinated Debentures. Subject to the Company
having received prior Federal Reserve approval, if then required under
applicable Federal Reserve capital guidelines or policies, the Company, as
holder of the Common Securities, will have the right at any time to dissolve,
wind-up or terminate RBI Capital and, after satisfaction of the liabilities of
creditors of RBI Capital as provided by applicable law, cause the Junior
Subordinated Debentures to be distributed to the holders of Trust Securities in
liquidation of RBI Capital. See "-- Liquidation Distribution Upon Termination."

Tax Event Redemption, Investment Company Event Redemption or Capital
Treatment Event Redemption. If a Tax Event, an Investment Company Event or a
Capital Treatment Event occurs and is continuing,

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the Company has the right to redeem the Junior Subordinated Debentures in whole
(but not in part) and thereby cause a mandatory redemption of the Trust
Securities in whole (but not in part) at the Redemption Price within 180 days
following the occurrence of such Tax Event, Investment Company Event or Capital
Treatment Event. In the event a Tax Event, an Investment Company Event or a
Capital Treatment Event in respect of the Trust Securities has occurred and the
Company does not elect to redeem the Junior Subordinated Debentures and thereby
cause a mandatory redemption of the Trust Securities or to liquidate RBI Capital
and cause the Junior Subordinated Debentures to be distributed to holders of
such Trust Securities in liquidation of RBI Capital as described below under
"-- Liquidation Distribution Upon Termination," such Preferred Securities will
remain outstanding and Additional Interest (as defined herein) may be payable on
the Junior Subordinated Debentures.

"Additional Interest" means the additional amounts as may be necessary in
order that the amount of Distributions then due and payable by RBI Capital on
the outstanding Trust Securities will not be reduced as a result of any
additional taxes, duties and other governmental charges to which RBI Capital has
become subject as a result of a Tax Event.

"Like Amount" means (i) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to that portion of the
principal amount of Junior Subordinated Debentures to be contemporaneously
redeemed in accordance with the Indenture, which will be used to pay the
Redemption Price of such Trust Securities, and (ii) with respect to a
distribution of Junior Subordinated Debentures to holders of Trust Securities in
connection with a dissolution or liquidation of RBI Capital, Junior Subordinated
Debentures having a principal amount equal to the Liquidation Amount of the
Trust Securities of the holder to whom such Junior Subordinated Debentures are
distributed. Each Junior Subordinated Debenture distributed pursuant to clause
(ii) above will carry with it accumulated interest in an amount equal to the
accumulated and unpaid interest then due on such Junior Subordinated Debentures.

"Liquidation Amount" means the stated amount of $10 per Trust Security.

There can be no assurance as to the market prices of the Preferred
Securities or the Junior Subordinated Debentures that may be distributed in
exchange for Preferred Securities if a dissolution and liquidation of RBI
Capital were to occur. The Preferred Securities that an investor may purchase,
or the Junior Subordinated Debentures that an investor may receive on
dissolution and liquidation of RBI Capital, may trade at a discount to the price
that the investor paid to purchase the Preferred Securities offered hereby.

Redemption Procedures. Preferred Securities redeemed on each Redemption
Date will be redeemed at the Redemption Price with the applicable proceeds from
the contemporaneous redemption of the Junior Subordinated Debentures.
Redemptions of the Preferred Securities will be made and the Redemption Price
will be payable on each Redemption Date only to the extent that RBI Capital has
funds on hand available for the payment of such Redemption Price. See
"-- Subordination of Common Securities."

If RBI Capital gives a notice of redemption in respect of its Preferred
Securities, then, by 12:00 noon, eastern standard time, on the Redemption Date,
to the extent funds are available, the Property Trustee will irrevocably deposit
with the paying agent for the Preferred Securities funds sufficient to pay the
aggregate Redemption Price and will give the paying agent for the Preferred
Securities irrevocable instructions and authority to pay the Redemption Price to
the holders thereof upon surrender of their certificates evidencing such
Preferred Securities. Notwithstanding the foregoing, Distributions payable on or
prior to the Redemption Date for any Preferred Securities called for redemption
will be payable to the holders of such Preferred Securities on the relevant
record dates for the related Distribution Dates. If notice of redemption shall
have been given and funds deposited as required, then upon the date of such
deposit, all rights of the holders of such Preferred Securities so called for
redemption will cease, except the right of the holders of such Preferred
Securities to receive the Redemption Price, but without interest on such
Redemption Price, and such Preferred Securities will cease to be outstanding. In
the event that any date fixed for redemption of Preferred Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day which is a Business Day (and without any
additional Distribution, interest or other payment in respect of any such delay)
with the same force and effect as if made on such date. In the event that
payment of the Redemption Price in respect of Preferred Securities called for
redemption is improperly

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withheld or refused and not paid either by RBI Capital or by the Company
pursuant to the Guarantee, Distributions on such Preferred Securities will
continue to accrue at the then applicable rate, from the Redemption Date
originally established by RBI Capital for such Preferred Securities to the date
such Redemption Price is actually paid, in which case the actual payment date
will be considered the date fixed for redemption for purposes of calculating the
Redemption Price. See "Description of the Guarantee."

Subject to applicable law (including, without limitation, United States
federal securities law) and, further provided, that the Company has not and is
not continuing to exercise its right to defer interest payments, the Company or
its subsidiaries may at any time and from time to time purchase outstanding
Preferred Securities by tender, in the open market or by private agreement.

Payment of the Redemption Price on the Preferred Securities and any
distribution of Junior Subordinated Debentures to holders of Preferred
Securities will be made to the applicable recordholders thereof as they appear
on the register for the Preferred Securities on the relevant record date, which
date will be the date 15 days prior to the Redemption Date or liquidation date,
as applicable.

If less than all of the Trust Securities are to be redeemed on a Redemption
Date, then the aggregate Liquidation Amount of such Trust Securities to be
redeemed will be allocated pro rata to the Trust Securities based upon the
relative Liquidation Amounts of such classes. The particular Preferred
Securities to be redeemed will be selected by the Property Trustee from the
outstanding Preferred Securities not previously called for redemption, by such
method as the Property Trustee deems fair and appropriate and which may provide
for the selection for redemption of portions (equal to $10 or an integral
multiple of $10 in excess thereof) of the Liquidation Amount of Preferred
Securities of a denomination larger than $10. The Property Trustee will promptly
notify the registrar for the Preferred Securities in writing of the Preferred
Securities selected for redemption and, in the case of any Preferred Securities
selected for partial redemption, the Liquidation Amount thereof to be redeemed.
For all purposes of the Trust Agreement, unless the context otherwise requires,
all provisions relating to the redemption of Preferred Securities will relate to
the portion of the aggregate Liquidation Amount of Preferred Securities which
has been or is to be redeemed.

Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each holder of Trust Securities to be
redeemed at its registered address. Unless the Company defaults in payment of
the redemption price on the Junior Subordinated Debentures, on and after the
Redemption Date interest will cease to accrue on such Junior Subordinated
Debentures or portions thereof (and Distributions will cease to accrue on the
related Preferred Securities or portions thereof) called for redemption.

Subordination of Common Securities. Payment of Distributions on, and the
Redemption Price of, the Preferred Securities and Common Securities, as
applicable, will be made pro rata based on the Liquidation Amount of the
Preferred Securities and Common Securities; provided, however, that if on any
Distribution Date or Redemption Date a Debenture Event of Default has occurred
and is continuing, no payment of any Distribution on, or Redemption Price of,
any of the Common Securities, and no other payment on account of the redemption,
liquidation or other acquisition of such Common Securities, will be made unless
payment in full in cash of all accumulated and unpaid Distributions on all of
the outstanding Preferred Securities for all Distribution periods terminating on
or prior thereto, or in the case of payment of the Redemption Price the full
amount of such Redemption Price on all of the outstanding Preferred Securities
then called for redemption, will have been made or provided for, and all funds
available to the Property Trustee will first be applied to the payment in full
in cash of all Distributions on, or Redemption Price of, the Preferred
Securities then due and payable.

In the case of any Event of Default resulting from a Debenture Event of
Default, the Company as holder of the Common Securities will be deemed to have
waived any right to act with respect to any such Event of Default under the
Trust Agreement until the effect of all such Events of Default with respect to
the Preferred Securities have been cured, waived or otherwise eliminated. Until
any such Events of Default under the Trust Agreement with respect to the
Preferred Securities has been so cured, waived or otherwise eliminated, the
Property Trustee will act solely on behalf of the holders of the Preferred
Securities and not on behalf of the

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Company, as holder of the Common Securities, and only the holders of the
Preferred Securities will have the right to direct the Property Trustee to act
on their behalf.

Liquidation Distribution Upon Termination. The Company will have the right
at any time to dissolve, wind-up or terminate RBI Capital and cause the Junior
Subordinated Debentures to be distributed to the holders of the Preferred
Securities. Such right is subject, however, to the Company having received prior
Federal Reserve approval, if then required under applicable Federal Reserve
capital guidelines or policies.

Pursuant to the Trust Agreement, RBI Capital will automatically terminate
upon expiration of its term and will terminate earlier on the first to occur of
(i) certain events of bankruptcy, dissolution or liquidation of the Company,
(ii) the distribution of a Like Amount of the Junior Subordinated Debentures to
the holders of its Trust Securities, if the Company, as depositor, has given
written direction to the Property Trustee to terminate RBI Capital (which
direction is optional and wholly within the discretion of the Company, as
depositor), (iii) redemption of all of the Preferred Securities as described
under "Description of the Preferred Securities -- Redemption or
Exchange -- Mandatory Redemption," or (iv) the entry of an order for the
dissolution of RBI Capital by a court of competent jurisdiction.

If an early termination occurs as described in clause (i), (ii) or (iv) of
the preceding paragraph, RBI Capital will be liquidated by the Trustees as
expeditiously as the Trustees determine to be possible by distributing, after
satisfaction of liabilities to creditors of RBI Capital as provided by
applicable law, to the holders of such Trust Securities a Like Amount of the
Junior Subordinated Debentures, unless such distribution is determined by the
Property Trustee not to be practical, in which event such holders will be
entitled to receive out of the assets of RBI Capital available for distribution
to holders, after satisfaction of liabilities to creditors of RBI Capital as
provided by applicable law, an amount equal to, in the case of holders of
Preferred Securities, the aggregate of the Liquidation Amount plus accrued and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If such Liquidation Distribution can be paid only
in part because RBI Capital has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by RBI
Capital on the Preferred Securities will be paid on a pro rata basis. The
Company, as the holder of the Common Securities, will be entitled to receive
distributions upon any such liquidation pro rata with the holders of the
Preferred Securities, except that, if a Debenture Event of Default has occurred
and is continuing, the Preferred Securities will have a priority over the Common
Securities. See "-- Subordination of Common Securities."

After the liquidation date fixed for any distribution of Junior
Subordinated Debentures, (i) the Preferred Securities will no longer be deemed
to be outstanding, (ii) DTC or its nominee, as the registered holder of
Preferred Securities, will receive a registered global certificate or
certificates representing the Junior Subordinated Debentures to be delivered
upon such distribution with respect to Preferred Securities held by DTC or its
nominee, and (iii) any certificates representing the Preferred Securities not
held by DTC or its nominee will be deemed to represent the Junior Subordinated
Debentures having a principal amount equal to the stated Liquidation Amount of
the Preferred Securities and bearing accrued and unpaid interest in an amount
equal to the accumulated and unpaid Distributions on the Preferred Securities
until such certificates are presented to the security registrar for the
Preferred Securities for transfer or reissuance.

Under current United States federal income tax law and interpretations and
assuming, as expected, that RBI Capital is treated as a grantor trust, a
distribution of the Junior Subordinated Debentures should not be a taxable event
to holders of the Preferred Securities. Should there be a change in law, a
change in legal interpretation, a Tax Event or other circumstances, however, the
distribution could be a taxable event to holders of the Preferred Securities.
See "Certain Federal Income Tax Consequences -- Receipt of Junior Subordinated
Debentures or Cash Upon Liquidation of RBI Capital."

If the Company elects neither to redeem the Junior Subordinated Debentures
prior to maturity nor to liquidate RBI Capital and distribute the Junior
Subordinated Debentures to holders of the Preferred Securities, the Preferred
Securities will remain outstanding until the repayment of the Junior
Subordinated Debentures. If the Company elects to liquidate RBI Capital and
thereby causes the Junior Subordinated Debentures to be distributed to holders
of the Preferred Securities in liquidation of RBI Capital, the Company

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will continue to have the right to shorten the maturity of such Junior
Subordinated Debentures, subject to certain conditions. See "Description of the
Junior Subordinated Debentures -- General."

Liquidation Value. The amount of the Liquidation Distribution payable on
the Preferred Securities in the event of any liquidation of RBI Capital is $10
per Preferred Security plus accrued and unpaid Distributions thereon to the date
of payment, which may be in the form of a distribution of such amount in Junior
Subordinated Debentures with a like amount of accrued interest, subject to
certain exceptions. See "-- Liquidation Distribution Upon Termination."

Events of Default; Notice. Any one of the following events constitutes an
event of default under the Trust Agreement (an "Event of Default") with respect
to the Preferred Securities (whatever the reason for such Event of Default and
whether voluntary or involuntary or effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):

(i) the occurrence of a Debenture Event of Default (see "Description
of the Junior Subordinated Debentures -- Debenture Events of Default"); or

(ii) default by RBI Capital in the payment of any Distribution when it
becomes due and payable, and continuation of such default for a period of
30 days; or

(iii) default by RBI Capital in the payment of any Redemption Price of
any Trust Security when it becomes due and payable: or

(iv) default in the performance, or breach, in any material respect,
of any covenant or warranty of the Trustee(s) in the Trust Agreement (other
than a covenant or warranty a default in the performance of which or the
breach of which is dealt with in clauses (ii) or (iii) above), and
continuation of such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the Trustee(s) by the
holders of at least 25% in aggregate Liquidation Amount of the outstanding
Preferred Securities, a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a "Notice
of Default" under the Trust Agreement: or

(v) the occurrence of certain events of bankruptcy or insolvency with
respect to the Property Trustee and the failure by the Company to appoint a
successor Property Trustee within 60 days thereof.

Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee will transmit
notice of such Event of Default to the holders of the Preferred Securities, the
Administrative Trustees and the Company, as depositor, unless such Event of
Default has been cured or waived. The Company, as depositor, and the
Administrative Trustees are required to file annually with the Property Trustee
a certificate as to whether or not they are in compliance with all the
conditions and covenants applicable to them under the Trust Agreement.

If a Debenture Event of Default has occurred and is continuing, the
Preferred Securities will have a preference over the Common Securities upon
termination of RBI Capital. See "-- Liquidation Distribution Upon Termination."
The existence of an Event of Default does not entitle the holders of Preferred
Securities to accelerate the maturity thereof.

Removal of RBI Capital Trustee. Unless a Debenture Event of Default has
occurred and is continuing, any Trustee may be removed at any time by the holder
of the Common Securities. If a Debenture Event of Default has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be removed by the
holders of a majority in Liquidation Amount of the outstanding Preferred
Securities. In no event, however, will the holders of the Preferred Securities
have the right to vote to appoint, remove or replace the Administrative
Trustees, which voting rights are vested exclusively in the Company as the
holder of the Common Securities. No resignation or removal of a Trustee and no
appointment of a successor trustee will be effective until the acceptance of
appointment by the successor trustee in accordance with the provisions of the
Trust Agreement.

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Co-Trustees and Separate Property Trustee. Unless an Event of Default has
occurred and is continuing, at any time or times, for the purpose of meeting the
legal requirements of the Trust Indenture Act or of any jurisdiction in which
any part of the Trust Property (as defined in the Trust Agreement) may at the
time be located, the Company, as the holder of the Common Securities, will have
power to appoint one or more Persons (as defined in the Trust Agreement) either
to act as a co-trustee, jointly with the Property Trustee, of all or any part of
such Trust Property, or to act as separate trustee of any such Trust Property,
in either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in such capacity any
property, title, right or power deemed necessary or desirable, subject to the
provisions of the Trust Agreement. In case a Debenture Event of Default has
occurred and is continuing, the Property Trustee alone will have power to make
such appointment.

Merger or Consolidation of Trustees. Any Person into which the Property
Trustee, the Delaware Trustee or any Administrative Trustee that is not a
natural person may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
such Trustee is a party, or any Person succeeding to all or substantially all
the corporate trust business of such Trustee, will be the successor of such
Trustee under the Trust Agreement, provided such Person is otherwise qualified
and eligible.

Mergers, Consolidations, Amalgamations or Replacements of RBI Capital. RBI
Capital may not merge with or into, consolidate, amalgamate, or be replaced by,
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, except as described below. RBI Capital may, at the
request of the Company, with the consent of the Administrative Trustees, which
consent may not be unreasonably withheld and without the consent of the holders
of the Preferred Securities, the Property Trustee or the Delaware Trustee, merge
with or into, consolidate, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of RBI Capital with
respect to the Preferred Securities, or (b) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) the
Company expressly appoints a trustee of such successor entity possessing the
same powers and duties as the Property Trustee in its capacity as the holder of
the Junior Subordinated Debentures, (iii) the Successor Securities are listed,
or any Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed (including, if applicable, The Nasdaq Stock Market's
National Market), if any, (iv) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the holders of the Preferred Securities (including
any Successor Securities) in any material respect, (v) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Company has received an opinion from independent counsel to the effect that (a)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
holders of the Preferred Securities (including any Successor Securities) in any
material respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither RBI Capital nor such
successor entity will be required to register as an "investment company" under
the Investment Company Act, and (vi) the Company owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee. Notwithstanding the foregoing, RBI Capital will not, except
with the consent of holders of 100% in Liquidation Amount of the Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other Person or permit any other Person to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause RBI Capital or the
successor entity to be classified as other than a grantor trust for United
States federal income tax purposes.

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Voting Rights; Amendment of Trust Agreement. Except as provided below and
under "Description of the Guarantee -- Amendments and Assignment" and as
otherwise required by the Trust Act and the Trust Agreement, the holders of the
Preferred Securities will have no voting rights.

The Trust Agreement may be amended from time to time by the Company, the
Property Trustee and the Administrative Trustees, without the consent of the
holders of the Preferred Securities (i) with respect to acceptance of
appointment by a successor trustee, (ii) to cure any ambiguity, correct or
supplement any provisions in such Trust Agreement that may be inconsistent with
any other provision, or to make any other provisions with respect to matters or
questions arising under the Trust Agreement (provided such amendment is not
inconsistent with the other provisions of the Trust Agreement), or (iii) to
modify, eliminate or add to any provisions of the Trust Agreement to such extent
as is necessary to ensure that RBI Capital will be classified for United States
federal income tax purposes as a grantor trust at all times that any Trust
Securities are outstanding or to ensure that RBI Capital will not be required to
register as an "investment company" under the Investment Company Act; provided,
however, that in the case of clause (ii), such action may not adversely affect
in any material respect the interests of any holder of Trust Securities, and any
amendments of such Trust Agreement will become effective when notice thereof is
given to the holders of Trust Securities. The Trust Agreement may otherwise be
amended by the Trustees and the Company with (i) the consent of holders
representing not less than a majority in the aggregate Liquidation Amount of the
outstanding Trust Securities, and (ii) receipt by the Trustees of an opinion of
counsel to the effect that such amendment or the exercise of any power granted
to the Trustees in accordance with such amendment will not affect RBI Capital's
status as a grantor trust for United States federal income tax purposes or RBI
Capital's exemption from status as an "investment company" under the Investment
Company Act. Notwithstanding anything in this paragraph to the contrary, without
the consent of each holder of Trust Securities, the Trust Agreement may not be
amended to (a) change the amount or timing of any Distribution on the Trust
Securities or otherwise adversely affect the amount of any Distribution required
to be made in respect of the Trust Securities as of a specified date, or (b)
restrict the right of a holder of Trust Securities to institute suit for the
enforcement of any such payment on or after such date.

The Trustees will not, so long as any Junior Subordinated Debentures are
held by the Property Trustee, (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on the Property Trustee with respect to
the Junior Subordinated Debentures, (ii) waive any past default that is waivable
under the Indenture, (iii) exercise any right to rescind or annul a declaration
that the principal of all the Junior Subordinated Debentures will be due and
payable, or (iv) consent to any amendment, modification or termination of the
Indenture or the Junior Subordinated Debentures, where such consent is required,
without, in each case, obtaining the prior approval of the holders of a majority
in aggregate Liquidation Amount of all outstanding Preferred Securities;
provided, however, that where a consent under the Indenture requires the consent
of each holder of Junior Subordinated Debentures affected thereby, no such
consent will be given by the Property Trustee without the prior consent of each
holder of the Preferred Securities. The Trustees may not revoke any action
previously authorized or approved by a vote of the holders of the Preferred
Securities except by subsequent vote of the holders of the Preferred Securities.
The Property Trustee will notify each holder of Preferred Securities of any
notice of default with respect to the Junior Subordinated Debentures. In
addition to obtaining the foregoing approvals of the holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Trustees must
obtain an opinion of counsel experienced in such matters to the effect that RBI
Capital will not be classified as an association taxable as a corporation for
United States federal income tax purposes on account of such action.

Any required approval of holders of Preferred Securities may be given at a
meeting of holders of Preferred Securities convened for such purpose or pursuant
to written consent. The Property Trustee will cause a notice of any meeting at
which holders of Preferred Securities are entitled to vote, or of any matter
upon which action by written consent of such holders is to be taken, to be given
to each holder of record of Preferred Securities in the manner set forth in the
Trust Agreement.

No vote or consent of the holders of Preferred Securities will be required
for RBI Capital to redeem and cancel its Preferred Securities in accordance with
the Trust Agreement.

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Notwithstanding the fact that holders of Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned by the Company, the Trustees or any
affiliate of the Company or any Trustee, will, for purposes of such vote or
consent, be treated as if they were not outstanding.

Book Entry, Delivery and Form. The Preferred Securities will be issued in
the form of one or more fully registered global securities that will be
deposited with, or on behalf of, DTC and registered in the name of DTC's
nominee. Unless and until it is exchangeable in whole or in part for the
Preferred Securities in definitive form, a global security may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or by DTC or any such nominee to a successor of
such Depository or a nominee of such successor.

Ownership of beneficial interests in a global security will be limited to
persons that have accounts with DTC or its nominee ("Participants") or persons
that may hold interests through Participants. The Company expects that, upon the
issuance of a global security, DTC will credit, on its book-entry registration
and transfer system, the Participants' accounts with their respective principal
amounts of the Preferred Securities represented by such global security.
Ownership of beneficial interests in such global security will be shown on, and
the transfer of such ownership interest will be effected only through, records
maintained by DTC (with respect to interests of Participants). Beneficial owners
will not receive written confirmation from DTC of their purchase, but are
expected to receive written confirmations from the Participants through which
the beneficial owner entered into the transaction. Transfers of ownership
interests will be accomplished by entries on the books of Participants acting on
behalf of the beneficial owners.

So long as DTC, or its nominee, is the registered owner of a global
security, DTC or such nominee, as the case may be, will be considered the sole
owner or holder of the Preferred Securities represented by such global security
for all purposes under the Junior Subordinated Indenture. Except as provided
below, owners of beneficial interests in a global security will not be entitled
to receive physical deliver of the Preferred Securities in definitive form and
will not be considered the owners or holders thereof under the Junior
Subordinated Indenture. Accordingly, each person owning a beneficial interest in
such a global security must rely on the procedures of DTC and, if such person is
not a Participant, on the procedures of the Participant through which such
person owns its interest, to exercise any rights of a holder of Preferred
Securities under the Junior Subordinated Indenture. The Company understands
that, under DTC's existing practices, in the event that the Company requests any
action of holders, or an owner of a beneficial interest in such a global
security desires to take any action which a holder is entitled to take under the
Junior Subordinated Indenture, DTC would authorize the Participants holding the
relevant beneficial interest to take such action, and such Participants would
authorize beneficial owners owning through such Participants to take such action
or would otherwise act upon the instructions of beneficial owners owning through
them. Redemption notices will also be sent to DTC. If less than all of the
Preferred Securities are being redeemed, the Company understands that it is
DTC's existing practice to determine by lot the amount of the interest of each
Participant to be redeemed.

Distributions on the Preferred Securities registered in the name of DTC or
its nominee will be made to DTC or its nominee, as the case may be, as the
registered owner of the global security representing such Preferred Securities.
None of the Company, the Trustees, the Administrators, any Paying Agent or any
other agent of the Company or the Trustees will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interest in the global security for such Preferred
Securities or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests. Disbursements of Distributions to
Participants shall be the responsibility of DTC. DTC's practice is to credit
Participants' accounts on a payable date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will
not receive payment on the payable date. Payments by Participants to beneficial
owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant
and not of DTC, the Company, the Trustees, the Paying Agent or any other agent
of the Company, subject to any statutory or regulatory requirements as ma be in
effect from time to time.

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DTC may discontinue providing its services as securities depository with
respect to the Preferred Securities at any time by giving reasonable notice to
the Company or the Trustees. If DTC notifies the Company that it is unwilling to
continue as such, or if it is unable to continue or ceases to be a clearing
agency registered under the Exchange Act and a successor depository is not
appointed by the Company within ninety days after receiving such notice or
becoming aware that DTC is no longer so registered, the Company will issue the
Preferred Securities in definitive form upon registration of transfer or, or in
exchange for, such global security. In addition, the Company may at any time and
in its sole discretion determine not to have the Preferred Securities
represented by one or more global securities and, in such event, will issue
Preferred Securities in definitive form in exchange for all of the global
securities representing such Preferred Securities.

DTC has advised the Company and the Issuer Trust as follows: DTC is a
limited purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve, a "clearing corporation" within the meaning of
the Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for its Participants and to facilitate the clearance and settlement
of securities transactions between Participants through electronic book entry
changes to accounts of its Participants, thereby eliminating the need for
physical movement of certificates. Participants include securities brokers and
dealers, banks, trust companies and clearing corporations and may include
certain other organizations. Certain of such Participants (or their
representatives), together with other entities, own DTC. Indirect access to the
DTC system is available to others such as banks, brokers, dealers and trust
companies that clear through, or maintain a custodial relationship with a
Participant, either directly or indirectly.

Same-Day Settlement and Payment. Settlement for the Preferred Securities
will be made by the Underwriters in immediately available funds.

Secondary trading in Preferred Securities of corporate issuers is generally
settled in clearinghouse or next-day funds. In contrast, the Preferred
Securities will trade in DTC's Same-Day Funds Settlement System, and secondary
market trading activity in the Preferred Securities will therefore be required
by DTC to settle in immediately available funds. No assurance can be given as to
the effect, if any, of settlement in immediately available funds on trading
activity in the Preferred Securities.

Payment and Paying Agent. Payments in respect of the Preferred Securities
will be made to DTC, which will credit the relevant accounts at DTC on the
applicable Distribution Dates or, if the Preferred Securities are not held by
DTC, such payments will be made by check mailed to the address of the holder
entitled thereto as such address appears on the securities register for the
Trust Securities. The paying agent (the "Paying Agent") will initially be the
Property Trustee and any co-paying agent chosen by the Property Trustee and
acceptable to the Administrative Trustees. The Paying Agent will be permitted to
resign as Paying Agent upon 30 days' written notice to the Property Trustee and
the Administrative Trustees. If the Property Trustee is no longer the Paying
Agent, the Property Trustee will appoint a successor (which must be a bank or
trust company reasonably acceptable to the Administrative Trustees) to act as
Paying Agent.

Registrar and Transfer Agent. The Property Trustee will act as the
registrar and the transfer agent for the Preferred Securities. Registration of
transfers of Preferred Securities will be effected without charge by or on
behalf of RBI Capital, except for the payment of any tax or other governmental
charges that may be imposed in connection with any transfer or exchange. In the
event of any redemption, RBI Capital will not be required to (i) issue, register
the transfer of or exchange any Preferred Securities during a period beginning
at the opening of business 15 days before the date of mailing of a notice of
redemption of any Preferred Securities called for redemption and ending at the
close of business on the day of such mailing; or (ii) register the transfer of
or exchange any Preferred Securities so selected for redemption, in whole or in
part, except the unredeemed portion of any such Preferred Securities being
redeemed in part.

Information Concerning the Property Trustee. The Property Trustee, other
than upon the occurrence and during the continuance of an Event of Default,
undertakes to perform only such duties as are specifically set forth in the
Trust Agreement and, after such Event of Default, must exercise the same degree
of care and skill as a prudent person would exercise or use in the conduct of
his or her own affairs. Subject to this provision, the Property Trustee is under
no obligation to exercise any of the powers vested in it by the Trust

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Agreement at the request of any holder of Preferred Securities unless it is
offered reasonable indemnity against the costs, expenses and liabilities that
might be incurred thereby. If no Event of Default has occurred and is continuing
and the Property Trustee is required to decide between alternative causes of
action, construe ambiguous provisions in the Trust Agreement or is unsure of the
application of any provision of the Trust Agreement, and the matter is not one
on which holders of Preferred Securities are entitled under the Trust Agreement
to vote, then the Property Trustee will take such action as is directed by the
Company and if not so directed, will take such action as it deems advisable and
in the best interests of the holders of the Trust Securities and will have no
liability except for its own bad faith, negligence or willful misconduct.

Miscellaneous. The Administrative Trustees are authorized and directed to
conduct the affairs of and to operate RBI Capital in such a way that RBI Capital
will not be deemed to be an "investment company" required to be registered under
the Investment Company Act or classified as an association taxable as a
corporation for United States federal income tax purposes and so that the Junior
Subordinated Debentures will be treated as indebtedness of the Company for
United States federal income tax purposes. In this connection, the Company and
the Administrative Trustees are authorized to take any action, not inconsistent
with applicable law, the certificate of trust of RBI Capital or the Trust
Agreement, that the Company and the Administrative Trustees determine in their
discretion to be necessary or desirable for such purposes.

Holders of the Preferred Securities have no preemptive or similar rights.

The Trust Agreement and the Preferred Securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.

DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES

Concurrently with the issuance of the Preferred Securities, RBI Capital
will invest the proceeds thereof, together with the consideration paid by the
Company for the Common Securities, in the Junior Subordinated Debentures issued
by the Company. The Junior Subordinated Debentures will be issued as unsecured
debt under the Indenture, to be dated as of June , 1997 (the "Indenture"),
between the Company and Wilmington Trust Company, as trustee (the "Debenture
Trustee"). The Indenture will be qualified as an indenture under the Trust
Indenture Act. The following summary of the material terms and provisions of the
Junior Subordinated Debentures and the Indenture does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, the
Indenture and to the Trust Indenture Act. Wherever particular defined terms of
the Indenture are referred to, but not defined herein, such defined terms are
incorporated herein by reference. The form of the Indenture has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part.

General. The Junior Subordinated Debentures will be limited in aggregate
principal amount to approximately $ million (or $ million if the
Underwriters' over-allotment option is exercised in full by the Underwriters),
such amount being the sum of the aggregate stated Liquidation Amount of the
Trust Securities. The Junior Subordinated Debentures will bear interest at the
annual rate of % of the principal amount thereof, payable quarterly in
arrears on March 31, June 30, September 30, and December 31 of each year (each,
an "Interest Payment Date") beginning , 1997, to the Person (as
defined in the Indenture) in whose name each Junior Subordinated Debenture is
registered, subject to certain exceptions, at the close of business on the
Business Day next preceding such Interest Payment Date. It is anticipated that,
until the liquidation, if any, of RBI Capital, the Junior Subordinated
Debentures will be held in the name of the Property Trustee in trust for the
benefit of the holders of the Preferred Securities. The amount of interest
payable for any period will be computed on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on the
Junior Subordinated Debentures is not a Business Day, then payment of the
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) with the same force and effect as if made on the date such payment was
originally due and payable. Accrued interest that is not paid on the applicable
Interest Payment Date will bear additional interest on the amount thereof (to
the extent permitted by law) at the rate per annum of % thereof, compounded
quarterly. The term "interest," as used herein,

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includes quarterly interest payments, interest on quarterly interest payments
not paid on the applicable Interest Payment Date and Additional Interest, as
applicable.

The Junior Subordinated Debentures will mature on , 2027, the
Stated Maturity. Such date may be shortened at any time by the Company to any
date not earlier than , 2002, subject to the Company having received
prior regulatory approval if then required under applicable capital guidelines
or regulatory policies. In the event that the Company elects to shorten the
Stated Maturity of the Junior Subordinated Debentures, it will give notice
thereof to the Debenture Trustee, RBI Capital and to the holders of the Junior
Subordinated Debentures no more than 180 days and no less than 90 days prior to
the effectiveness thereof.

The Junior Subordinated Debentures will be unsecured and will rank junior
and be subordinate in right of payment to all existing and future Senior Debt
and Subordinated Debt of the Company. Because the Company is a holding company,
the right of the Company to participate in any distribution of assets of a
subsidiary, including the Bank, upon any liquidation or reorganization or
otherwise of such subsidiary (and thus the ability of holders of the Junior
Subordinated Debentures to benefit indirectly from such distribution), is
subject to the prior claim of creditors of the subsidiary (including depositors
in the Bank), except to the extent that the Company may itself be recognized as
a creditor of the subsidiary. The Junior Subordinated Debentures will,
therefore, be effectively subordinated to all existing and future liabilities of
the Company's subsidiaries, including the Bank, and holders of Junior
Subordinated Debentures should look only to the assets of the Company for
payments on the Junior Subordinated Debentures. The Indenture does not limit the
incurrence or issuance of other secured or unsecured debt of the Company,
including Senior Debt and Subordinated Debt, whether under the Indenture or any
existing indenture or other indenture that the Company or any of its
subsidiaries may enter into in the future or otherwise. See "-- Subordination."

The Indenture does not contain provisions that afford holders of the Junior
Subordinated Debentures protection in the event of a highly leveraged
transaction or other similar transaction involving the Company that may
adversely affect such holders.

Option to Extend Interest Payment Period. The Company has the right under
the Indenture at any time during the term of the Junior Subordinated Debentures,
so long as no Debenture Event of Default has occurred and is continuing, to
defer the payment of interest at any time, or from time to time. The right to
defer the payment of interest on the Junior Subordinated Debentures is limited,
however, to a period, in each instance, not exceeding 20 consecutive quarters,
and no Extended Interest Payment Period may extend beyond the Stated Maturity of
the Junior Subordinated Debentures. At the end of each Extended Interest Payment
Period, the Company must pay all interest then accrued and unpaid (together with
interest thereon at the annual rate of %, compounded quarterly, to the
extent permitted by applicable law). During an Extended Interest Payment Period,
interest will continue to accrue and holders of Junior Subordinated Debentures
(or the holders of Preferred Securities if such securities are then outstanding)
will be required to accrue and recognize income for United States federal income
tax purposes. See "Certain Federal Income Tax Consequences -- Interest Income
and Original Issue Discount."

During any such Extended Interest Payment Period, the Company may not (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's capital
stock (other than (a) the reclassification of any class of the Company's capital
stock into another class of capital stock, (b) dividends or distributions
payable in any class of the Company's common stock, (c) any declaration of a
dividend in connection with the implementation of a shareholder rights plan, or
the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto and (d) purchases of the
Company's common stock related to the rights under any of the Company's benefit
plans for its or its subsidiaries' directors, officers or employees), (ii) make
any payment of principal, interest or premium, if any, on or repay, repurchase
or redeem any debt securities of the Company that rank pari passu with or junior
in interest to the Junior Subordinated Debentures or make any guarantee payments
with respect to any guarantee by the Company of the debt securities of any
subsidiary of the Company if such guarantee ranks pari passu or junior in
interest to the Junior Subordinated Debentures (other than payments under the
Guarantee), or (iii) redeem, purchase or acquire less than all of the Junior

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Subordinated Debentures or any of the Preferred Securities. Prior to the
termination of any such Extended Interest Payment Period, the Company may
further defer the payment of interest; provided that no Extended Interest
Payment Period may exceed 20 consecutive quarters or extend beyond the Stated
Maturity of the Junior Subordinated Debentures. Upon the termination of any such
Extended Interest Payment Period and the payment of all amounts then due on any
Interest Payment Date, the Company may elect to begin a new Extended Interest
Payment Period subject to the above requirements. No interest will be due and
payable during an Extended Interest Payment Period, except at the end thereof.
The Company must give the Property Trustee, the Administrative Trustees and the
Debenture Trustee notice of its election of such Extended Interest Payment
Period at least two Business Days prior to the earlier of (i) the next
succeeding date on which Distributions on the Trust Securities would have been
payable except for the election to begin such Extended Interest Payment Period,
or (ii) the date the Trust is required to give notice of the record date, or the
date such Distributions are payable, to The Nasdaq Stock Market's National
Market (or other applicable self-regulatory organization) or to holders of the
Preferred Securities, but in any event at least one Business Day before such
record date. Subject to the foregoing, there is no limitation on the number of
times that the Company may elect to begin an Extended Interest Payment Period.

Additional Sums. If RBI Capital or the Property Trustee is required to pay
any additional taxes, duties or other governmental charges as a result of the
occurrence of a Tax Event, the Company will pay as additional amounts (referred
to herein as "Additional Interest") on the Junior Subordinated Debentures such
additional amounts as may be required so that the net amounts received and
retained by RBI Capital after paying any such additional taxes, duties or other
governmental charges will not be less than the amounts RBI Capital would have
received had such additional taxes, duties or other governmental charges not
been imposed.

Redemption or Exchange. The Company will have the right to redeem the
Junior Subordinated Debentures prior to maturity (i) on or after ,
2002, in whole at any time or in part from time to time, or (ii) at any time in
whole (but not in part), within 180 days following the occurrence of a Tax
Event, an Investment Company Event or a Capital Treatment Event, in each case at
a redemption price equal to the accrued and unpaid interest on the Junior
Subordinated Debentures so redeemed to the date fixed for redemption, plus 100%
of the principal amount thereof. Any such redemption prior to the Stated
Maturity will be subject to prior Federal Reserve regulatory approval if then
required under applicable Federal Reserve capital guidelines or policies.

"Tax Event" means the receipt by RBI Capital of an opinion of counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of issuance of the
Preferred Securities under the Trust Agreement, there is more than an
insubstantial risk that (i) interest payable by the Company on the Junior
Subordinated Debentures is not, or within 90 days of the date of such opinion
will not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes, (ii) RBI Capital is, or will be within 90 days
after the date of such opinion of counsel, subject to United States federal
income tax with respect to income received or accrued on the Junior Subordinated
Debentures, or (iii) RBI Capital is, or will be within 90 days after the date of
such opinion of counsel, subject to more than a de minimis amount of other
taxes, duties, assessments or other governmental charges. The Company must
request and receive an opinion with regard to such matters within a reasonable
period of time after it becomes aware of the possible occurrence of any of the
events described in clauses (i) through (iii) above.

"Investment Company Event" means the receipt by RBI Capital of an opinion
of counsel experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, RBI Capital is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act, which change becomes effective on or after the date of original
issuance of the Preferred Securities.

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"Capital Treatment Event" means the reasonable determination by the Company
that, as a result of any amendment to, or change (including any proposed change)
in, the laws (or any regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such proposed change pronouncement, action or decision is announced on or after
the date of original issuance of the Preferred Securities, there is more than an
insubstantial risk that the Company will not be entitled to treat an amount
equal to the Liquidation Amount of the Preferred Securities as "Tier 1 Capital"
(or the then equivalent thereof) for purposes of the capital adequacy guidelines
of the Federal Reserve (or any successor regulatory authority with jurisdiction
over bank holding companies), or any capital adequacy guidelines as then in
effect and applicable to the Company.

Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of Junior Subordinated
Debentures to be redeemed at its registered address. Unless the Company defaults
in payment of the redemption price for the Junior Subordinated Debentures, on
and after the redemption date interest ceases to accrue on such Junior
Subordinated Debentures or portions thereof called for redemption.

The Junior Subordinated Debentures will not be subject to any sinking fund.

Distribution Upon Liquidation. As described under "Description of the
Preferred Securities -- Liquidation Distribution Upon Termination," under
certain circumstances involving the termination of RBI Capital, the Junior
Subordinated Debentures may be distributed to the holders of the Preferred
Securities in liquidation of RBI Capital after satisfaction of liabilities to
creditors of RBI Capital as provided by applicable law. Any such distribution
will be subject to receipt of prior Federal Reserve approval if then required
under applicable Federal Reserve capital guidelines or policies. If the Junior
Subordinated Debentures are distributed to the holders of Preferred Securities
upon the liquidation of RBI Capital, the Company will use its best efforts to
list the Junior Subordinated Debentures on The Nasdaq Stock Market's National
Market or such stock exchanges, if any, on which the Preferred Securities are
then listed. There can be no assurance as to the market price of any Junior
Subordinated Debentures that may be distributed to the holders of Preferred
Securities.

Restrictions on Certain Payments. If at any time (i) there has occurred a
Debenture Event of Default, (ii) the Company is in default with respect to its
obligations under the Guarantee, or (iii) the Company has given notice of its
election of an Extended Interest Payment Period as provided in the Indenture
with respect to the Junior Subordinated Debentures and has not rescinded such
notice, or such Extended Interest Payment Period, or any extension thereof, is
continuing, the Company will not (1) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock (other than (a) the
reclassification of any class of the Company's capital stock into another class
of capital stock, (b) dividends or distributions payable in any class of the
Company's common stock, (c) any declaration of a dividend in connection with the
implementation of a shareholder rights plan, or the issuance of stock under any
such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto and (d) purchases of the Company's common stock related to the
rights under any of the Company's benefit plans for its or its subsidiaries'
directors, officers or employees), (2) make any payment of principal, interest
or premium, if any, on or repay or repurchase or redeem any debt securities of
the Company that rank pari passu with or junior in interest to the Junior
Subordinated Debentures or make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any subsidiary of the Company
if such guarantee ranks pari passu or junior in interest to the Junior
Subordinated Debentures (other than payments under the Guarantee), or (3)
redeem, purchase or acquire less than all of the Junior Subordinated Debentures
or any of the Preferred Securities.

Subordination. The Indenture provides that the Junior Subordinated
Debentures are subordinated and junior in right of payment to all Senior Debt
and Subordinated Debt of the Company. Upon any payment or distribution of assets
to creditors upon any liquidation, dissolution, winding up, reorganization,
assignment for the benefit of creditors, marshaling of assets or any bankruptcy,
insolvency, debt restructuring or similar proceedings in connection with any
insolvency or bankruptcy proceedings of the Company, the holders of

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Senior Debt and Subordinated Debt of the Company will first be entitled to
receive payment in full of principal of (and premium, if any) and interest, if
any, on such Senior Debt and Subordinated Debt of the Company before the holders
of Junior Subordinated Debentures will be entitled to receive or retain any
payment in respect of the principal of or interest on the Junior Subordinated
Debentures.

In the event of the acceleration of the maturity of any Junior Subordinated
Debentures, the holders of all Senior Debt and Subordinated Debt of the Company
outstanding at the time of such acceleration will first be entitled to receive
payment in full of all amounts due thereon (including any amounts due upon
acceleration) before the holders of the Junior Subordinated Debentures will be
entitled to receive or retain any payment in respect of the principal of or
interest on the Junior Subordinated Debentures.

No payments on account of principal or interest in respect of the Junior
Subordinated Debentures may be made if there has occurred and is continuing a
default in any payment with respect to Senior Debt and Subordinated Debt of the
Company or an event of default with respect to any Senior Debt and Subordinated
Debt of the Company resulting in the acceleration of the maturity thereof, or if
any judicial proceeding is pending with respect to any such default.

"Debt" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such person for money borrowed, (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses, (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person, (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business), (v) every capital lease obligation of such Person, and (vi) every
obligation of the type referred to in clauses (i) through (v) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable, directly or indirectly, as
obligor or otherwise.

"Senior Debt" means, with respect to the Company, the principal of (and
premium, if any) and interest, if any (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not such claim for post-petition interest is allowed in such
proceeding), on Debt, whether incurred on or prior to the date of the Indenture
or thereafter incurred, unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Junior Subordinated
Debentures or to other Debt which is pari passu with, or subordinated to, the
Junior Subordinated Debentures; provided, however, that Senior Debt will not be
deemed to include (i) any Debt of the Company which when incurred and without
respect to any election under section 1111(b) of the United States Bankruptcy
Code of 1978, as amended, was without recourse to the Company, (ii) any Debt of
the Company to any of its subsidiaries, (iii) any Debt to any employee of the
Company, (iv) any Debt which by its terms is subordinated to trade accounts
payable or accrued liabilities arising in the ordinary course of business to the
extent that payments made to the holders of such Debt by the holders of the
Junior Subordinated Debentures as a result of the subordination provisions of
the Indenture would be greater than they otherwise would have been as a result
of any obligation of such holders to pay amounts over to the obligees on such
trade accounts payable or accrued liabilities arising in the ordinary course of
business as a result of subordination provisions to which such Debt is subject,
and (v) Debt which constitutes Subordinated Debt.

"Subordinated Debt" means, with respect to the Company, the principal of
(and premium, if any) and interest, if any (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
the Company whether or not such claim for post-petition interest is allowed in
such proceeding), on Debt, whether incurred on or prior to the date of the
Indenture or thereafter incurred, which is by its terms expressly provided to be
junior and subordinate to other Debt of the Company (other than the Junior
Subordinated Debentures).

The Indenture places no limitation on the amount of additional Senior Debt
and Subordinated Debt that may be issued or incurred by the Company. The Company
may from time to time issue or incur additional

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indebtedness constituting Senior Debt and Subordinated Debt. On December 31,
1996, the Company had $6.0 million outstanding of Subordinated Debt in the form
of its 6% convertible subordinated debentures due December 1, 2011 and had no
Senior Debt outstanding. Because the Company is a holding company, the Junior
Subordinated Debentures are effectively subordinated to all existing and future
liabilities of the Company's subsidiaries, including obligations to depositors
of the Bank.

Registration, Denomination and Transfer. The Junior Subordinated
Debentures will initially be registered in the name of RBI Capital. If the
Junior Subordinated Debentures are distributed to holders of Preferred
Securities, it is anticipated that the depositary arrangements for the Junior
Subordinated Debentures will be substantially identical to those in effect for
the Preferred Securities. See "Description of Preferred Securities -- Book
Entry, Delivery and Form."

Although DTC has agreed to the procedures described above, it is under no
obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. If DTC is at any time unwilling or
unable to continue as depository and a successor depository is not appointed by
the Company within 90 days of receipt of notice from DTC to such effect, the
Company will cause the Junior Subordinated Debentures to be issued in definitive
form.

Payments on Junior Subordinated Debentures represented by a global security
will be made to Cede & Co., the nominee for DTC, as the registered holder of the
Junior Subordinated Debentures, as described under "Description of Preferred
Securities -- Book Entry, Delivery and Form." If Junior Subordinated Debentures
are issued in certificated form, principal and interest will be payable, the
transfer of the Junior Subordinated Debentures will be registrable, and Junior
Subordinated Debentures will be exchangeable for Junior Subordinated Debentures
of other authorized denominations of a like aggregate principal amount, at the
corporate trust office of the Debentures Trustee in Wilmington, Delaware or at
the offices of any Paying Agent or transfer agent appointed by the Company,
provided that payments of interest may be made at the option of the Company by
check mailed to the address of the persons entitled thereto. However, a holder
of $1 million or more in aggregate principal amount of Junior Subordinated
Debentures may receive payments of interest (other than interest payable at the
Stated Maturity) by wire transfer of immediately available funds upon written
request to the Debenture Trustee not later than 15 calendar days prior to the
date on which the interest is payable. Any monies deposited with the Debenture
Trustee or any paying agent, or then held by the Company in trust, for the
payment of the principal of (and premium, if any) or interest on any Junior
Subordinated Debenture and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall, at
the request of the Company, be repaid to the Company and the holder of such
Junior Subordinated Debenture shall thereafter look, as a general unsecured
creditor, only to the Company for payment thereof.

Registrar and Transfer Agent. The Debenture Trustee will act as the
registrar and the transfer agent for the Junior Subordinated Debentures. Junior
Subordinated Debentures may be presented for registration of transfer (with the
form of transfer endorsed thereon, or a satisfactory written instrument of
transfer, duly executed) at the office of the registrar. The Company may at any
time rescind the designation of any such transfer agent or approve a change in
the location through which any such transfer agent acts; provided, that the
Company maintains a transfer agent in the place of payment. The Company may at
any time designate additional transfer agents with respect to the Junior
Subordinated Debentures. In the event of any redemption, neither the Company nor
the Debenture Trustee will be required to (i) issue, register the transfer of or
exchange Junior Subordinated Debentures during a period beginning at the opening
of business 15 days before the day of selection for redemption of Junior
Subordinated Debentures and ending at the close of business on the day of
mailing of the relevant notice of redemption, or (ii) transfer or exchange any
Junior Subordinated Debentures so selected for redemption, except, in the case
of any Junior Subordinated Debentures being redeemed in part, any portion
thereof not to be redeemed.

Modification of Indenture. The Company and the Debenture Trustee may, from
time to time without the consent of the holders of the Junior Subordinated
Debentures, amend, waive or supplement the Indenture for specified purposes,
including, among other things, curing ambiguities, defects or inconsistencies
and qualifying, or maintaining the qualification of, the Indenture under the
Trust Indenture Act. The Indenture

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also contains provisions permitting the Company and the Debenture Trustee, with
the consent of the holders of not less than a majority in principal amount of
the outstanding Junior Subordinated Debentures, to modify the Indenture;
provided, that no such modification may, without the consent of the holder of
each outstanding Junior Subordinated Debenture affected by such proposed
modification, (i) extend the fixed maturity of the Junior Subordinated
Debentures, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or (ii) reduce the percentage of
principal amount of Junior Subordinated Debentures, the holders of which are
required to consent to any such modification of the Indenture; provided that so
long as any of the Preferred Securities remain outstanding, no such modification
may be made that requires the consent of the holders of the Junior Subordinated
Debentures, and no termination of the Indenture may occur, and no waiver of any
Debenture Event of Default may be effective, without the prior consent of the
holders of at least a majority of the aggregate Liquidation Amount of the
Preferred Securities and that if the consent of the holder of each Junior
Subordinated Debenture is required, such modification will not be effective
until each holder of Trust Securities has consented thereto.

Debenture Events of Default. The Indenture provides that any one or more
of the following described events with respect to the Junior Subordinated
Debentures that has occurred and is continuing constitutes an event of default
(each, a "Debenture Event of Default") with respect to the Junior Subordinated
Debentures:

(i) failure for 30 days to pay any interest on the Junior Subordinated
Debentures, when due (subject to the deferral of any due date in the case
of an Extended Interest Payment Period); or

(ii) failure to pay any principal on the Junior Subordinated
Debentures when due whether at Stated Maturity, upon redemption by
declaration or otherwise; or

(iii) failure to observe or perform in any material respect certain
other covenants contained in the Indenture for 90 days after written notice
to the Company from the Debenture Trustee or the holders of at least 25% in
aggregate outstanding principal amount of the Junior Subordinated
Debentures; or

(iv) certain events in bankruptcy, insolvency or reorganization of the
Company.

The holders of a majority in aggregate outstanding principal amount of the
Junior Subordinated Debentures have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee. The Debenture Trustee, or the holders of not less than 25% in aggregate
outstanding principal amount of the Junior Subordinated Debentures, may declare
the principal due and payable immediately upon a Debenture Event of Default. The
holders of a majority in aggregate outstanding principal amount of the Junior
Subordinated Debentures may annul such declaration and waive the default if the
default (other than the non-payment of the principal of the Junior Subordinated
Debentures which has become due solely by such acceleration) has been cured and
a sum sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee.
Should the holders of the Junior Subordinated Debentures fail to annul such
declaration and waive such default, the holders of a majority in aggregate
Liquidation Amount of the Preferred Securities will have such right.

The Company is required to file annually with the Debenture Trustee a
certificate as to whether or not the Company is in compliance with all the
conditions and covenants applicable to it under the Indenture.

If a Debenture Event of Default has occurred and is continuing, the
Property Trustee will have the right to declare the principal of and the
interest on such Junior Subordinated Debentures, and any other amounts payable
under the Indenture, to be forthwith due and payable and to enforce its other
rights as a creditor with respect to such Junior Subordinated Debentures.

Enforcement of Certain Rights by Holders of the Preferred Securities. If a
Debenture Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest on or the principal
of the Junior Subordinated Debentures on the payment date on which such payment
is due and payable, then a holder of Preferred Securities may institute a legal
proceeding directly against the Company for enforcement of payment to such
holder of the principal of or interest on such Junior Subordinated Debentures
having a principal amount equal to the aggregate Liquidation Amount of the

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Preferred Securities of such holder (a "Direct Action"). In connection with such
Direct Action, the Company will have a right of set-off under the Indenture to
the extent of any payment made by the Company to such holder of Preferred
Securities in the Direct Action. The Company may not amend the Indenture to
remove the foregoing right to bring a Direct Action without the prior written
consent of the holders of all of the Preferred Securities. If the right to bring
a Direct Action is removed, RBI Capital may become subject to the reporting
obligations under the Exchange Act.

The holders of the Preferred Securities will not be able to exercise
directly any remedies, other than those set forth in the preceding paragraph,
available to the holders of the Junior Subordinated Debentures unless there has
been an Event of Default under the Trust Agreement. See "Description of the
Preferred Securities -- Events of Default; Notice."

Consolidation, Merger, Sale of Assets and Other Transactions. The Company
may not consolidate with or merge into any other Person or convey or transfer
its properties and assets substantially as an entirety to any Person, and any
Person may not consolidate with or merge into the Company or sell, convey,
transfer or otherwise dispose of its properties and assets substantially as an
entirety to the Company, unless (i) in the event the Company consolidates with
or merges into another Person or conveys or transfers its properties and assets
substantially as an entirety to any Person, the successor Person is organized
under the laws of the United States or any State or the District of Columbia,
and such successor Person expressly assumes by supplemental indenture the
Company's obligations on the Junior Subordinated Debentures issued under the
Indenture, (ii) immediately after giving effect thereto, no Debenture Event of
Default, and no event which, after notice or lapse of time or both, would become
a Debenture Event of Default, has occurred and is continuing, and (iii) certain
other conditions as prescribed in the Indenture are met.

Satisfaction and Discharge. The Indenture will cease to be of further
effect (except as to the Company's obligations to pay certain sums due pursuant
to the Indenture and to provide certain officers' certificates and opinions of
counsel described therein) and the Company will be deemed to have satisfied and
discharged the Indenture when, among other things, all Junior Subordinated
Debentures not previously delivered to the Debenture Trustee for cancellation
(i) have become due and payable, or (ii) will become due and payable at their
Stated Maturity within one year or are to be called for redemption within one
year, and the Company deposits or causes to be deposited with the Debenture
Trustee funds, in trust, for the purpose and in an amount sufficient to pay and
discharge the entire indebtedness on the Junior Subordinated Debentures not
previously delivered to the Debenture Trustee for cancellation, for the
principal and interest to the date of the deposit or to the Stated Maturity or
redemption date, as the case may be.

Governing Law. The Indenture and the Junior Subordinated Debentures will
be governed by and construed in accordance with the laws of the State of
Florida.

Information Concerning the Debenture Trustee. The Debenture Trustee has
and is subject to all the duties and responsibilities specified with respect to
an indenture trustee under the Trust Indenture Act. Subject to such provisions,
the Debenture Trustee is under no obligation to exercise any of the powers
vested in it by the Indenture at the request of any holder of Junior
Subordinated Debentures, unless offered reasonable indemnity by such holder
against the costs, expenses and liabilities which might be incurred thereby. The
Debenture Trustee is not required to expend or risk its own funds or otherwise
incur personal financial liability in the performance of its duties if the
Debenture Trustee reasonably believes that repayment or adequate indemnity is
not reasonably assured to it.

Miscellaneous. The Company has agreed, pursuant to the Indenture, for so
long as Trust Securities remain outstanding, (i) to maintain directly or
indirectly 100% ownership of the Common Securities of RBI Capital (provided that
certain successors which are permitted pursuant to the Indenture may succeed to
the Company's ownership of the Common Securities), (ii) not to voluntarily
terminate, wind up or liquidate RBI Capital without prior Federal Reserve
approval if then so required under applicable Federal Reserve capital guidelines
or policies, and (a) in connection with a distribution of Junior Subordinated
Debentures to the holders of the Preferred Securities in liquidation of RBI
Capital, or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the Trust Agreement, and (iii) to use its reasonable
efforts, consistent with the terms and provisions of the Trust Agreement, to
cause RBI Capital to remain classified as

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a grantor trust and not as an association taxable as a corporation for United
States federal income tax purposes.

DESCRIPTION OF THE GUARANTEE

The Preferred Securities Guarantee Agreement (the "Guarantee") will be
executed and delivered by the Company concurrently with the issuance of the
Preferred Securities for the benefit of the holders of the Preferred Securities.
The Guarantee will be qualified as an indenture under the Trust Indenture Act.
The Guarantee Trustee will act as indenture trustee under the Guarantee for
purposes of complying with the provisions of the Trust Indenture Act. The
Guarantee Trustee, Wilmington Trust Company, will hold the Guarantee for the
benefit of the holders of the Preferred Securities. The following summary of the
material terms and provisions of the Guarantee does not purport to be complete
and is subject to, and qualified in its entirety by reference to, all of the
provisions of the Guarantee and the Trust Indenture Act. Wherever particular
defined terms of the Guarantee are referred to, but not defined herein, such
defined terms are incorporated herein by reference. The form of the Guarantee
has been filed as an exhibit to the Registration Statement of which this
Prospectus forms a part.

General. The Guarantee will be an irrevocable guarantee on a subordinated
basis of RBI Capital's obligations under the Preferred Securities, but will
apply only to the extent that RBI Capital has funds sufficient to make such
payments. The Company will, pursuant to the Guarantee, irrevocably agree to pay
in full on a subordinated basis, to the extent set forth therein, the Guarantee
Payments (as defined below) to the holders of the Preferred Securities, as and
when due, regardless of any defense, right of set-off or counterclaim that RBI
Capital may have or assert other than the defense of payment. The following
payments with respect to the Preferred Securities, to the extent not paid by or
on behalf of RBI Capital (the "Guarantee Payments"), will be subject to the
Guarantee: (i) any accrued and unpaid Distributions required to be paid on the
Preferred Securities, to the extent that RBI Capital has funds available
therefor at such time, (ii) the Redemption Price with respect to any Preferred
Securities called for redemption to the extent that RBI Capital has funds
available therefor at such time, and (iii) upon a voluntary or involuntary
dissolution, winding up or liquidation of RBI Capital (other than in connection
with the distribution of Junior Subordinated Debentures to the holders of
Preferred Securities or a redemption of all of the Preferred Securities), the
lesser of (a) the amount of the Liquidation Distribution, to the extent RBI
Capital has funds available therefor at such time, and (b) the amount of assets
of RBI Capital remaining available for distribution to holders of Preferred
Securities in liquidation of RBI Capital. The obligation of the Company to make
a Guarantee Payment may be satisfied by direct payment of the required amounts
by the Company to the holders of the Preferred Securities or by causing RBI
Capital to pay such amounts to such holders.

The Guarantee will not apply to any payment of Distributions except to the
extent RBI Capital has funds available therefor. If the Company does not make
interest payments on the Junior Subordinated Debentures held by RBI Capital, RBI
Capital will not pay Distributions on the Preferred Securities and will not have
funds legally available therefor.

Status of the Guarantee. The Guarantee will constitute an unsecured
obligation of the Company and will rank subordinate and junior in right of
payment to all Senior Debt and Subordinated Debt of the Company in the same
manner as the Junior Subordinated Debentures. The Guarantee does not place a
limitation on the amount of additional Senior Debt and Subordinated Debt that
may be incurred by the Company. The Company expects from time to time to incur
additional indebtedness constituting Senior Debt and Subordinated Debt. The
Guarantee will constitute a guarantee of payment and not of collection (that is,
the guaranteed party may institute a legal proceeding directly against the
Company to enforce its rights under the Guarantee without first instituting a
legal proceeding against any other Person). The Guarantee will not be discharged
except by payment of the Guarantee Payments in full to the extent not paid by
RBI Capital or upon distribution of the Junior Subordinated Debentures to the
holders of the Preferred Securities. Because the Company is a holding company,
the right of the Company to participate in any distribution of assets of a
subsidiary, including the Bank, upon a liquidation or reorganization or
otherwise is subject to the prior claims of creditors of the subsidiary, except
to the extent the Company may itself be recognized as a creditor of the

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subsidiary. The Company's obligations under the Guarantee, therefore, will be
effectively subordinated to all existing and future liabilities of the Company's
subsidiaries, including the Bank, and claimants should look only to the assets
of the Company for payments thereunder.

Amendments and Assignment. Except with respect to any changes which do not
materially adversely affect the rights of holders of the Preferred Securities
(in which case no vote will be required), the Guarantee may not be amended
without the prior approval of the holders of not less than a majority of the
aggregate Liquidation Amount of the outstanding Preferred Securities. See
"Description of the Preferred Securities -- Voting Rights; Amendment of Trust
Agreement." All guarantees and agreements contained in the Guarantee will bind
the successors, assigns, receivers, trustees and representatives of the Company
and will inure to the benefit of the holders of the Preferred Securities then
outstanding.

Events of Default. An event of default under the Guarantee will occur upon
the failure of the Company to perform any of its payment or other obligations
thereunder. The holders of not less than a majority in aggregate Liquidation
Amount of the Preferred 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 the Guarantee or to direct the exercise of any trust or
power conferred upon the Guarantee Trustee under the Guarantee.

Any holder of Preferred Securities may institute a legal proceeding
directly against the Company to enforce its rights under the Guarantee without
first instituting a legal proceeding against RBI Capital, the Guarantee Trustee
or any other Person.

The Company, as guarantor, is required to file annually with the Guarantee
Trustee a certificate as to whether or not the Company is in compliance with all
the conditions and covenants applicable to it under the Guarantee.

Information Concerning the Guarantee Trustee. The Guarantee Trustee, other
than during the occurrence and continuance of a default by the Company in
performance of the Guarantee, undertakes to perform only such duties as are
specifically set forth in the Guarantee and, after default with respect to the
Guarantee, must exercise the same degree of care and skill as a prudent person
would exercise or use in the conduct of his or her own affairs. Subject to such
provisions, the Guarantee Trustee is under no obligation to exercise any of the
powers vested in it by the Guarantee at the request of any holder of any
Preferred Securities, unless it is offered reasonable indemnity against the
costs, expenses and liabilities that might be incurred thereby.

Termination of the Guarantee. The Guarantee will terminate and be of no
further force and effect upon (i) full payment of the Redemption Price of the
Preferred Securities, (ii) full payment of the Distributions payable upon
liquidation of RBI Capital, or (iii) distribution of the Junior Subordinated
Debentures to the holders of the Preferred Securities. The Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any holder of the Preferred Securities must restore payment of any sums
paid under such Preferred Securities or the Guarantee.

Governing Law. The Guarantee will be governed by and construed in
accordance with the laws of the State of Florida.

Expense Agreement. The Company will, pursuant to the Agreement as to
Expenses and Liabilities entered into by it under the Trust Agreement (the
"Expense Agreement"), irrevocably and unconditionally guarantee to each person
or entity to whom RBI Capital becomes indebted or liable, the full payment of
any costs, expenses or liabilities of RBI Capital, other than obligations of RBI
Capital to pay to the holders of the Preferred Securities or other similar
interests in RBI Capital of the amounts due such holders pursuant to the terms
of the Preferred Securities or such other similar interests, as the case may be.
Third party creditors of RBI Capital may proceed directly against the Company
under the Expense Agreement, regardless of whether such creditors had notice of
the Expense Agreement.

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RELATIONSHIP AMONG THE PREFERRED SECURITIES,
THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE

Irrevocable and Unconditional Guarantee. Payments of Distributions and
other amounts due on the Preferred Securities (to the extent RBI Capital has
funds available for the payment of such Distributions) are irrevocably
guaranteed by the Company as and to the extent set forth under "Description of
the Guarantee." The Company and RBI Capital believe that, taken together, the
obligations of the Company under the Junior Subordinated Debentures, the
Indenture, the Trust Agreement, the Expense Agreement, and the Guarantee
provide, in the aggregate, an irrevocable and unconditional guarantee, on a
subordinated basis, of payment of Distributions and other amounts due on the
Preferred Securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes such
guarantee. It is only the combined operation of these documents that has the
effect of providing an irrevocable and unconditional guarantee of the
obligations of RBI Capital under the Preferred Securities. However, if and to
the extent that the Company does not make payments on the Junior Subordinated
Debentures, RBI Capital will not pay Distributions or other amounts due on the
Preferred Securities, and the Guarantee does not cover payment of Distributions
when RBI Capital does not have sufficient funds to pay such Distributions. In
such event, the remedy of a holder of Preferred Securities is to institute a
legal proceeding directly against the Company for enforcement of payment of such
Distributions to such holder. The obligations of the Company under the Guarantee
are subordinate and junior in right of payment to all Senior Debt and
Subordinated Debt of the Company.

Sufficiency of Payments. As long as payments of interest and other
payments are made when due on the Junior Subordinated Debentures, such payments
will be sufficient to cover Distributions and other payments due on the
Preferred Securities, primarily because (i) the aggregate principal amount of
the Junior Subordinated Debentures will be equal to the sum of the aggregate
stated Liquidation Amount of the Trust Securities, (ii) the interest rate and
interest and other payment dates on the Junior Subordinated Debentures will
match the Distribution rate and Distribution and other payment dates for the
Preferred Securities, (iii) the Company will pay for all and any costs, expenses
and liabilities of RBI Capital (except the obligations of RBI Capital to the
holders of the Preferred Securities), and (iv) the Trust Agreement further
provides that RBI Capital will not engage in any activity that is not consistent
with the limited purposes of RBI Capital.

Enforcement Rights of Holders of Preferred Securities. A holder of any
Preferred Security may institute a legal proceeding directly against the Company
to enforce its rights under the Guarantee without first instituting a legal
proceeding against the Guarantee Trustee, RBI Capital or any other Person. A
default or event of default under any Senior Debt and Subordinated Debt of the
Company would not constitute a default or Event of Default. In the event,
however, of payment defaults under, or acceleration of, Senior Debt and
Subordinated Debt of the Company, the subordination provisions of the Indenture
provide that no payments may be made in respect of the Junior Subordinated
Debentures until such Senior Debt and Subordinated Debt has been paid in full or
any payment default thereunder has been cured or waived. Failure to make
required payments on the Junior Subordinated Debentures would constitute an
Event of Default.

Limited Purpose of RBI Capital. The Preferred Securities evidence
preferred undivided beneficial interests in the assets of RBI Capital. RBI
Capital exists for the sole purpose of issuing the Trust Securities and
investing the proceeds thereof in Junior Subordinated Debentures. A principal
difference between the rights of a holder of a Preferred Security and the rights
of a holder of a Junior Subordinated Debenture is that a holder of a Junior
Subordinated Debenture is entitled to receive from the Company the principal
amount of and interest accrued on Junior Subordinated Debentures held, while a
holder of Preferred Securities is entitled to receive Distributions from RBI
Capital (or from the Company under the Guarantee) if and to the extent RBI
Capital has funds available for the payment of such Distributions.

Rights Upon Termination. Upon any voluntary or involuntary termination,
winding-up or liquidation of RBI Capital involving the liquidation of the Junior
Subordinated Debentures, the holders of the Preferred Securities will be
entitled to receive, out of assets held by RBI Capital, the Liquidation
Distribution in cash. See "Description of the Preferred
Securities -- Liquidation Distribution Upon Termination." Upon any voluntary or
involuntary liquidation or bankruptcy of the Company, the Property Trustee, as
holder of the

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Junior Subordinated Debentures, would be a subordinated creditor of the Company,
subordinated in right of payment to all Senior Debt and Subordinated Debt of the
Company (as set forth in the Indenture), but entitled to receive payment in full
of principal and interest before any shareholders of the Company receive
payments or distributions. Since the Company is the guarantor under the
Guarantee and has agreed to pay for all costs, expenses and liabilities of RBI
Capital (other than the obligations of RBI Capital to the holders of its
Preferred Securities), the positions of a holder of the Preferred Securities and
a holder of the Junior Subordinated Debentures relative to other creditors and
to shareholders of the Company in the event of liquidation or bankruptcy of the
Company are expected to be substantially the same.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

General. The following is a summary of the material United States federal
income tax considerations that may be relevant to a person that purchases
Preferred Securities on their original issue at their original offering price.
The statements of law or legal conclusions set forth in this summary constitute
the opinion of Holland & Knight LLP, counsel to the Company and RBI Capital. The
conclusions expressed herein are based upon current provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), regulations thereunder and
current administrative rulings and court decisions, all of which are subject to
change at any time, with possible retroactive effect. Subsequent changes to
these authorities may cause tax consequences to vary substantially from the
consequences described below. Furthermore, the authorities on which the
following summary is based are subject to various interpretations, and it is
therefore possible that the United States federal income tax treatment of the
purchase, ownership, and disposition of Preferred Securities may differ from the
treatment described below.

No attempt has been made in the following discussion to comment on all
United States federal income tax matters affecting purchasers of Preferred
Securities. Moreover, the discussion generally focuses on holders of Preferred
Securities who are individual citizens or residents of the United States and who
acquire Preferred Securities on their original issue at their offering price and
hold Preferred Securities as capital assets. The discussion has only limited
application to dealers in securities, corporations, estates, trusts or
nonresident aliens and does not address all the tax consequences that may be
relevant to holders who may be subject to special tax treatment, such as, for
example, banks, thrifts, real estate investment trusts, regulated investment
companies, insurance companies, dealers in securities or currencies, tax-exempt
investors, or persons that will hold the Preferred Securities as a position in a
"straddle," as part of a "synthetic security" or "hedge," as part of a
"conversion transaction" or other integrated investment, or as other than a
capital asset. The following summary also does not address the tax consequences
to persons that have a functional currency other than the U.S. dollar or the tax
consequences to shareholders, partners or beneficiaries of a holder of Preferred
Securities. Further, it does not include any description of any alternative
minimum tax consequences or the tax laws of any state or local government or of
any foreign government that may be applicable to the Preferred Securities.
Accordingly, each prospective investor should consult, and should rely
exclusively on, such investor's own tax advisors in analyzing the federal,
state, local and foreign tax consequences of the purchase, ownership or
disposition of Preferred Securities.

Classification of the Junior Subordinated Debentures. The Company intends
to take the position that the Junior Subordinated Debentures will be classified
for United States federal income tax purposes as indebtedness of the Company
under current law, and, by acceptance of a Preferred Security, each holder
covenants to treat the Junior Subordinated Debentures as indebtedness and the
Preferred Securities as evidence of an indirect beneficial ownership interest in
the Junior Subordinated Debentures. Counsel for the Company is of the opinion
that, under current law, and based upon the representations, facts and
assumptions set forth herein, the Junior Subordinated Debentures will be
classified as indebtedness for United States federal income tax purposes. As an
opinion of counsel is not binding upon the Internal Revenue Service or the
courts, no assurance can be given that such position of the Company will not be
challenged by the Internal Revenue Service or, if challenged, that such a
challenge will not be successful.

The remainder of this discussion assumes that the Junior Subordinated
Debentures will be classified for United States federal income tax purposes as
indebtedness of the Company.

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Classification of RBI Capital. Under current law and assuming full
compliance with the terms of the Trust Agreement and Indenture (and certain
other documents described herein), RBI Capital will be classified for United
States federal income tax purposes as a grantor trust and not as an association
taxable as a corporation. As a result, each beneficial owner of Preferred
Securities will be treated for federal income tax purposes as a holder of its
pro rata share of Junior Subordinated Debentures held by RBI Capital.
Accordingly, for United States federal income tax purposes, each holder of
Preferred Securities generally will be treated as owning an undivided beneficial
interest in the Junior Subordinated Debentures, and each holder will be required
to include in its gross income its pro rata share of interest income, including
any original issue discount ("OID"), paid or accrued with respect to its
allocable share of the Junior Subordinated Debentures.

Interest Income and Original Issue Discount. Under applicable Treasury
regulations (the "Regulations"), a "remote" contingency that stated interest
will not be timely paid will be ignored in determining whether a debt instrument
is issued with OID. The Company believes that the likelihood of its exercising
its option to defer payments of interest is remote. Based on the foregoing, the
Company intends to take the position that the Junior Subordinated Debentures are
not considered to be issued with OID at the time of their original issuance and,
accordingly, except as set forth below, a holder should include in gross income
such holder's allocable share of interest on the Junior Subordinated Debentures
at the time it is paid or accrued in accordance with such holder's method of tax
accounting.

However, under the Regulations, if the Company exercised its option to
defer any payment of interest, the Junior Subordinated Debentures would at that
time and at all times thereafter be treated as OID instruments, and all stated
interest (and de minimis OID, if any) on the Junior Subordinated Debentures
would thereafter be treated as OID as long as the Junior Subordinated Debentures
remained outstanding. In such event, the taxable interest income of all holders
with respect to the Junior Subordinated Debentures would be determined on a
daily economic accrual basis regardless of such holder's method of tax
accounting, and actual distributions of stated interest would not be reported as
taxable income.

Consequently, a holder would be required to include OID in gross income
even though the Company would not make any actual cash payments during an
Extended Interest Payment Period and even through some holders may use the cash
method of tax accounting.

The Regulations have not been addressed in any published rulings or other
published interpretations by the Internal Revenue Service, and it is possible,
however, that the Internal Revenue Service could take a position contrary to the
interpretation herein.

Because income on the Preferred Securities will constitute interest or OID,
corporate holders will not be entitled to a dividends-received deduction with
respect to any income recognized with respect to the Preferred Securities.

Subsequent uses of the term "interest" in this summary include income in
the form of OID.

Market Discount and Acquisition Premium. Holders of Preferred Securities
other than a holder who purchased the Preferred Securities upon original
issuance may be considered to have acquired their undivided interests in the
Junior Subordinated Debentures with "market discount" or "acquisition premium"
as such phrases are defined for United States federal income tax purposes. Such
holders are advised to consult their tax advisors as to the income tax
consequences of the acquisition, ownership and disposition of the Preferred
Securities.

Receipt of Junior Subordinated Debentures or Cash upon Liquidation of RBI
Capital. Under certain circumstances, as described under "Description of the
Preferred Securities -- Redemption or Exchange" and "-- Liquidation Distribution
Upon Termination," the Junior Subordinated Debentures may be distributed to
holders of Preferred Securities upon a liquidation of RBI Capital. Under current
United States federal income tax law, such a distribution would be treated as a
nontaxable event to each such holder in which each holder is deemed to receive
directly its pro rata share of Junior Subordinated Debentures previously held
indirectly through this Trust. A holder's aggregate tax basis in the Junior
Subordinated Debentures received in the liquidation would be equal to such
holder's aggregate tax basis in the Preferred Securities immediately before

86
<PAGE> 92

the distribution. A holder's holding period in the Junior Subordinated
Debentures so received in liquidation of RBI Capital would include the period
for which such holder held the Preferred Securities.

If, however, a Tax Event occurs which results in RBI Capital being treated
as an association taxable as a corporation, the distribution would constitute a
taxable event to RBI Capital and the holders of the Preferred Securities, and
each holder of Preferred Securities would recognize gain or loss as if the
holder had exchanged its Preferred Securities for Junior Subordinated
Debentures, and the holder's holding period in the Junior Subordinated
Debentures would not include the period for which such holder held the Preferred
Securities. Under certain circumstances described herein, the Junior
Subordinated Debentures may be redeemed for cash and the proceeds of such
redemption distributed to holders in redemption of their Preferred Securities.
Under current law, such a redemption would, for United States federal income tax
purposes, constitute a taxable disposition of the redeemed Preferred Securities,
and a holder would recognize gain or loss as if the holder sold such Preferred
Securities for cash. See "Description of the Preferred Securities -- Redemption
or Exchange" and "-- Liquidation Distribution Upon Termination."

Sales of Preferred Securities. A holder that sells Preferred Securities
will recognize gain or loss equal to the difference between its adjusted tax
basis in the Preferred Securities and the amount realized on the sale of such
Preferred Securities. Assuming that the Company does not exercise its option to
defer payment of interest on the Junior Subordinated Debentures, and the
Preferred Securities are not considered issued with OID, a holder's adjusted tax
basis in the Preferred Securities generally will be its initial purchase price.
If the Junior Subordinated Debentures are deemed to be issued with OID as a
result of the Company's deferral of any interest payment, or otherwise, a
holder's tax basis in the Preferred Securities generally will be its initial
purchase price, increased by OID previously includible in such holder's gross
income to the date of disposition and decreased by distributions or other
payments received on the Preferred Securities since and including the date of
commencement of the first Extended Interest Payment Period. Such gain or loss
generally will be a capital gain or loss (except to the extent of any accrued
interest with respect to such holder's pro rata share of the Junior Subordinated
Debentures required to be included in income) and generally will be a long-term
capital gain or loss if the Preferred Securities have been held for more than
one year.

Should the Company exercise its option to defer any payment of interest on
the Junior Subordinated Debentures, the Preferred Securities may trade at a
price that does not accurately reflect the value of accrued but unpaid interest
with respect to the underlying Junior Subordinated Debentures. In the event of
such a deferral, a holder that disposes of its Preferred Securities between
record dates for payments of distributions thereon will be required to include
accrued but unpaid interest on the Junior Subordinated Debentures to the date of
disposition as OID, but may not receive the cash related thereto. However, such
holder will add such amount to its adjusted tax basis in the Preferred
Securities. To the extent the selling price is less than the holder's adjusted
tax basis in the Preferred Securities, such holder will recognize a capital
loss. Subject to certain limited exceptions, capital losses cannot be applied to
offset ordinary income for United States federal income tax purposes.

Effect of Proposed Changes in Tax Laws. On February 6, 1997, President
Clinton released his budget proposals for fiscal year 1998. One of the revenue
provisions of those proposals would generally deny interest deductions for
interest on an instrument such as the Junior Subordinated Debentures which is
issued by a corporation that has a maximum term of more than 15 years and that
is not shown as indebtedness on the separate balance sheet of the issuer or,
where the instrument is issued to a related party (other than a corporation),
where the holder or some other related party issues a related instrument that is
not shown as indebtedness on the issuer's consolidated balance sheet. If enacted
as proposed by the President, this provision would be effective for instruments
issued on or after the date of first action by a Congressional committee with
respect to the proposal. It is not clear from the President's proposals as to
what constitutes Congressional "committee action" with respect to this proposal.
If the provision were enacted and were to apply to the Junior Subordinated
Debentures, the Company would be unable to deduct interest on the Junior
Subordinated Debentures. Under current law, the Company will be able to deduct
interest on the Junior Subordinated Debentures. However, counsel for the Company
has advised that such proposed legislation could change the deductibility of the
interest paid by the Company on the Junior Subordinated Debentures for federal
income tax purposes, and that Congress could amend such legislation giving it
retroactive effect prior to its enactment

87
<PAGE> 93

to law. There can be no assurance that future legislative proposals or final
legislation will not affect the ability of the Company to deduct interest on the
Junior Subordinated Debentures. Such a change would give rise to a Tax Event. A
Tax Event would permit the Company, upon prior Federal Reserve approval if then
required under applicable Federal Reserve capital guidelines or policies, to
cause a redemption of the Preferred Securities before, as well as after,
, 2002. See "Description of the Junior Subordinated
Debentures -- Redemption or Exchange" and "Description of the Preferred
Securities -- Redemption or Exchange -- Tax Event Redemption, Investment Company
Event Redemptions or Capital Treatment Event Redemptions."

Backup Withholding and Information Reporting. The amount of OID accrued on
the Preferred Securities held of record by individual citizens or residents of
the United States, or certain trusts, estates and partnerships, will be reported
to the Internal Revenue Service on Forms 1099, which forms should be mailed to
such holders of Preferred Securities by January 31 following each calendar year.
Payments made on, and proceeds from the sale of, the Preferred Securities may be
subject to a "backup" withholding tax (currently at 31%) unless the holder
complies with certain identification and other requirements. Any amounts
withheld under the backup withholding rules will be allowed as a credit against
the holder's United States federal income tax liability, provided the required
information is provided to the Internal Revenue Service.

THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON THE
PARTICULAR SITUATION OF A HOLDER OF PREFERRED SECURITIES. HOLDERS OF PREFERRED
SECURITIES SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE PREFERRED
SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER
TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR OTHER
TAX LAWS.

ERISA CONSIDERATIONS

Employee benefit plans that are subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code
("Plans"), generally may purchase Preferred Securities, subject to the investing
fiduciary's determination that the investment in Preferred Securities satisfies
ERISA's fiduciary standards and other requirements applicable to investments by
the Plan.

In any case, the Company and/or any of its affiliates may be considered a
"party in interest" (within the meaning of ERISA) or a "disqualified person"
(within the meaning of Section 4975 of the Code) with respect to certain plans
(generally, Plans maintained or sponsored by, or contributed to by, any such
persons with respect to which the Company or an affiliate is a fiduciary or
Plans for which the Company or an affiliate provides services). The acquisition
and ownership of Preferred Securities by a Plan (or by an individual retirement
arrangement or other Plans described in Section 4975(e)(1) of the Code) with
respect to which the Company or any of its affiliates is considered a party in
interest or a disqualified person may constitute or result in a prohibited
transaction under ERISA or Section 4975 of the Code, unless such Preferred
Securities are acquired pursuant to and in accordance with an applicable
exemption.

As a result, Plans with respect to which the Company or any of its
affiliates is a party in interest or a disqualified person should not acquire
Preferred Securities unless such Preferred Securities are acquired pursuant to
and in accordance with an applicable exemption. Any other Plans or other
entities whose assets include Plan assets subject to ERISA or Section 4975 of
the Code proposing to acquire Preferred Securities should consult with their own
counsel.

88
<PAGE> 94

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement, the Underwriters, William R. Hough & Co. and Ryan, Beck & Co., Inc.,
have severally agreed to purchase from RBI Capital the number of Preferred
Securities set forth opposite their respective names below. The Underwriters are
committed to purchase and pay for all Preferred Securities if any Preferred
Securities are purchased.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ----------- ----------------
<S> <C>
William R. Hough & Co. .....................................
Ryan, Beck & Co., Inc. .....................................
-----------
Total.............................................
===========
</TABLE>

The Company has been advised by the Underwriters that the Underwriters
propose initially to offer the Preferred Securities to the public at the public
offering price set forth on the cover page of this Prospectus, and to certain
dealers at such price less a concession not in excess of $ per
Preferred Security. The Underwriters may allow and such dealers may re-allow a
concession not in excess of $ per Preferred Security to certain other
dealers. After the offering, the price to the public and other selling terms may
be changed by the Underwriters.

In view of the fact that the proceeds from the sale of the Preferred
Securities will be used to purchase the Junior Subordinated Debentures issued by
the Company, the Underwriting Agreement provides that the Company will pay as
compensation an amount of $ per Preferred Security for the
Underwriters' arranging the investment therein of such proceeds.

RBI Capital has granted to the Underwriters an option, exercisable for 30
days from the date of this Prospectus, to purchase up to an additional 375,000
Preferred Securities at the offering price set forth on the cover page hereof
less underwriting discounts. The Underwriters may exercise such option to
purchase additional Preferred Securities solely for the purpose of covering
over-allotments, if any, incurred in the sale of the Preferred Securities.

To the extent that the Underwriters exercise their option to purchase
additional Preferred Securities, RBI Capital will issue and sell to the Company
additional Common Securities and the Company will issue and sell to RBI Capital
Junior Subordinated Debentures in an aggregate principal amount equal to the
total aggregate Liquidation Amount of the additional Preferred Securities being
purchased pursuant to the option and the additional Common Securities.

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.

The Company and RBI Capital have agreed to indemnify the Underwriters
against and contribute toward certain liabilities, including liabilities under
the Securities Act. The Company has agreed to reimburse the Underwriters for
certain expenses and legal fees related to the sale of the Preferred Securities.

The Preferred Securities are a new issue of securities having no trading
market. Application has been made to have the Preferred Securities listed for
quotation on The Nasdaq Stock Market's National Market. The Underwriters have
advised RBI Capital that they presently intend to make a market in the Preferred
Securities after the commencement of trading, but no assurances can be made as
to the liquidity of such Preferred Securities or that an active and liquid
trading market will develop or, if developed, that it will be sustained. The
Underwriters will have no obligation to make a market in the Preferred
Securities, however, and may cease market-making activities, if commenced, at
any time.

In connection with the offering of the Preferred Securities, the
Underwriters and any selling group members and their respective affiliates may
engage in transactions effected in accordance with Rule 104 of the Securities
and Exchange Commission's Regulation M that are intended to stabilize, maintain
or otherwise affect the market price of the Preferred Securities. Such
transactions may include over-allotment transactions in which the Underwriters
create a short position for their own account by selling more Preferred
Securities

89
<PAGE> 95

than they are committed to purchase from RBI Capital. In such a case, to cover
all or part of the short position, the Underwriters may exercise the
over-allotment option described above or may purchase Preferred Securities in
the open market following completion of the initial offering of the Preferred
Securities. The Underwriters also may engage in stabilizing transactions in
which they bid for, and purchase, shares of the Preferred Securities at a level
above that which might otherwise prevail in the open market for the purpose of
preventing or retarding a decline in the market price of the Preferred
Securities. The Underwriters also may reclaim any selling concessions allowed to
an Underwriter or dealer if the Underwriters repurchase shares distributed by
the underwriter or dealer. Any of the foregoing transactions may result in the
maintenance of a price for the Preferred Securities at a level above that which
might otherwise prevail in the open market. Neither the Company nor any of the
Underwriters makes any representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on the
price of the Preferred Securities. The Underwriters are not required to engage
in any of the foregoing transactions and, if commenced, such transactions may be
discontinued at any time without notice.

Under the Conduct Rules of the NASD, no member of the NASD or an affiliate
of such member may participate in the distribution of a public offering of
equity or debt securities issued by a company if the member and/or its
affiliates have a conflict of interest (as defined) unless the price at which
such equity securities or, the yield at which such debt securities, are to be
distributed to the public is no higher with respect to price or no less with
respect to yield than that recommended by a "qualified independent underwriter"
meeting certain standards. As defined by the NASD, a "conflict of interest"
exists when, among other things, a member and/or its affiliates in the aggregate
beneficially own 10% or more of the any class of equity of a company. William R.
Hough, a controlling stockholder of William R. Hough & Co., owns more than 10%
of the Company's common and preferred stock. Accordingly, William R. Hough & Co.
is deemed by the NASD to be an affiliate of the Company and this offering is
subject to the foregoing qualified independent underwriter requirement.

Ryan, Beck & Co., Inc. has agreed to act as a qualified independent
underwriter in connection with the Offering. The price and term of the Preferred
Securities to be distributed to the public will be no more (with respect to
price) or no less with respect to yield than that recommended by Ryan, Beck &
Co., Inc. Acting as qualified independent underwriter, Ryan, Beck & Co., Inc.
has participated in the preparation of this Prospectus and the Registration
Statement of which this Prospectus is part and has exercised the usual standards
of due diligence with respect thereto and will receive a fee of $10,000 in
connection with its services as qualified independent underwriter which will be
paid from the underwriting discounts set forth on the cover page of this
Prospectus. The Company and RBI Capital have agreed to indemnify Ryan, Beck &
Co. as the qualified independent underwriter against certain liabilities,
including liabilities under the Securities Act.

For a description of certain relationships between the Company and William
R. Hough and certain of his affiliates, including William R. Hough & Co., see
Note 16 to the Company's Consolidated Financial Statements included herein.

VALIDITY OF SECURITIES

Certain matters of Delaware law relating to the validity of the Preferred
Securities, the enforceability of the Trust Agreement and the formation of RBI
Capital will be passed upon by Richards, Layton & Finger, special Delaware
counsel to the Company and RBI Capital. Certain legal matters for the Company
and RBI Capital, including the validity of the Guarantee and the Junior
Subordinated Debentures will be passed upon for the Company and RBI Capital by
Holland & Knight LLP ("Holland & Knight"), counsel to the Company and RBI
Capital. Certain legal matters will be passed upon for the Underwriters by
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. ("Stearns Weaver").
Holland & Knight and Stearns Weaver will rely on the opinion of Richards, Layton
& Finger as to matters of Delaware law. Certain matters relating to United
States federal income tax considerations will be passed upon for the Company by
Holland & Knight.

90
<PAGE> 96

EXPERTS

The consolidated financial statements of Republic Bancshares, Inc. as of
December 31, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996, included herein and in the Registration Statement have
been audited by Arthur Andersen, LLP, independent certified public accountants,
as indicated in their reports with respect thereto, and are included herein in
reliance and upon the authority of said firm as experts in accounting and
auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the Commission's regional offices at Suite 1400,
500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission maintains an Internet
web site that contains reports, proxy and information statements and other
information regarding issuers who file electronically with the Commission. The
address of that site is http://www.sec.gov.

The Company and RBI Capital have filed with the Commission a Registration
Statement on Form S-2 (together with all amendments thereto, the "Registration
Statement"), of which this Prospectus is a part, under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Preferred
Securities, the Junior Subordinated Debentures and the Guarantee. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. In addition, certain documents filed by the
Company with the Commission have been incorporated in this Prospectus by
reference. See "Incorporation of Certain Documents by Reference." For further
information with respect to the Company, RBI Capital, the Preferred Securities
and the Junior Subordinated Debentures, reference is made to the Registration
Statement, including the exhibits thereto and the documents incorporated herein
by reference. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission or incorporated by reference herein are not necessarily
complete, and, in each instance, reference is made to the copy of such document
so filed for a more complete description of the matter involved. Each such
statement is qualified in its entirety by such reference. The Registration
Statement may be inspected without charge at the principal office of the
Commission in Washington, D.C., and copies of all or part of it may be obtained
from the Commission upon payment of the prescribed fees.

No separate financial statements of RBI Capital have been included herein.
The Company does not consider that such financial statements would be material
to holders of Preferred Securities because (i) all of the voting securities of
RBI Capital will be owned by the Company, a reporting company under the Exchange
Act, (ii) RBI Capital has no independent operations and exists for the sole
purpose of issuing securities representing undivided beneficial interests in the
assets of RBI Capital and investing the proceeds thereof in Junior Subordinated
Debentures issued by the Company, and (iii) the obligations of the Company
described herein to provide certain indemnities in respect of and be responsible
for certain costs, expenses, debts and liabilities of RBI Capital under the
Indenture and pursuant to the Trust Agreement, the guarantee issued by the
Company with respect to the Preferred Securities, the Junior Subordinated
Debentures purchased by RBI Capital, the related Indenture and the Expense
Agreement, taken together, constitute, in the belief of the Company and RBI
Capital, an irrevocable and unconditional guarantee of payments due on the
Preferred Securities. See "Description of the Junior Subordinated Debentures"
and "Description of the Guarantee."

RBI Capital is not currently subject to the information reporting
requirements of the Exchange Act and the Company does not expect that RBI
Capital will file reports, proxy statements and other information under the
Exchange Act with the Commission.

91
<PAGE> 97

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed with the Commission are hereby
incorporated in this Prospectus by reference and made a part hereof:

(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Commission on March 31, 1997.

(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed with the Commission on April 15, 1997.

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of the Junior Subordinated Debentures shall be deemed to be incorporated by
reference into this Prospectus and to be a part of this Prospectus from the date
of filing thereof. Any statement contained in a document incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
the Registration Statement and this Prospectus to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.

The Company will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference, other than
certain exhibits to such documents. Written requests should be directed to
Republic Bancshares, Inc., 111 Second Avenue N.E., St. Petersburg, Florida
33701, Attention: Secretary, telephone: (813) 823-7300.

92
<PAGE> 98

REPUBLIC BANCSHARES, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
REPUBLIC BANCSHARES, INC.
Report of Independent Public Accountants.................. F-2
Consolidated Balance Sheets at December 31, 1996 and
1995................................................... F-3
Consolidated Statements of Operations for the three years
ended December 31, 1996, 1995 and 1994................. F-4
Consolidated Statements of Stockholders' Equity for the
three years ended December 31, 1996, 1995 and 1994..... F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994....................... F-6
Notes to Consolidated Financial Statements................ F-7
REPUBLIC BANCSHARES, INC.
Consolidated Balance sheets at March 31, 1997 (unaudited)
and December 31, 1996.................................. F-28
Consolidated Statements of Operations for the three months
ended March 31, 1997 and 1996 (unaudited).............. F-29
Consolidated Statements of Stockholders' Equity for the
three months ended March 31, 1997 (unaudited) and the
year ended December 31, 1996........................... F-30
Consolidated Statements of Cash Flows for the three months
ended March 31, 1997 and 1996 (unaudited).............. F-31
Notes to Consolidated Financial Statements (unaudited).... F-32
F.F.O. FINANCIAL GROUP, INC.
Independent Auditors' Report.............................. F-35
Consolidated Balance Sheets at December 31, 1996 and
1995................................................... F-36
Consolidated Statements of Income for the three years
ended December 31, 1996, 1995 and 1994................. F-37
Consolidated Statements of Stockholders' Equity for the
three years ended December 31, 1996, 1995 and 1994..... F-38
Consolidated Statements of Cash Flows for the three years
ended December 31, 1996, 1995 and 1994................. F-39
Notes to Consolidated Financial Statements................ F-40
F.F.O. FINANCIAL GROUP, INC.
Condensed Consolidated Balance Sheets at March 31, 19967
(unaudited) and December 31, 1996...................... F-58
Condensed Consolidated Statements of Income for the three
months ended March 31, 1997 and 1996 (unaudited)....... F-59
Condensed Consolidated Statements of Stockholders' Equity
for the three months ended March 31, 1997
(unaudited)............................................ F-60
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 1997 and 1996
(unaudited)............................................ F-61
Notes to Condensed Consolidated Financial Statements
(unaudited)............................................ F-62
Review by Independent Certified Public Accountants........ F-64
Report on Review by Independent Certified Public
Accountants............................................ F-65
</TABLE>

F-1
<PAGE> 99

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders and the Board of Directors of Republic Bancshares, Inc.:

We have audited the accompanying consolidated balance sheets of Republic
Bancshares, Inc. (a Florida corporation) and subsidiary as of December 31, 1996
and 1995, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Republic Bancshares, Inc.
and subsidiary as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Tampa, Florida
February 7, 1997 (except with
respect to the matter discussed
in Note 18, as to which the
date is March 10, 1997)

F-2
<PAGE> 100

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

CONSOLIDATED BALANCE SHEETS -- DECEMBER 31, 1996 AND 1995
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUES)

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
Cash and due from banks..................................... $ 27,810 $ 19,806
Interest bearing deposits in banks.......................... 118 2
Investment securities:
Held to maturity (Note 2)................................. -- 7,015
Available for sale........................................ 74,397 38,147
Mortgage backed securities (Note 3):
Held to maturity.......................................... -- 17,112
Available for sale........................................ 20,004 2,527
FHLB stock.................................................. 4,830 3,540
Federal funds sold.......................................... 8,000 14,621
Loans held for sale (Note 4)................................ 36,590 4,711
Loans, net (Notes 4 and 5).................................. 693,270 649,795
Premises and equipment, net (Note 6)........................ 19,715 18,991
Other real estate owned (Note 7):
Acquired through foreclosure, net......................... 7,363 8,064
Held for investment....................................... -- 2,498
Other assets (Note 8)....................................... 15,771 15,166
-------- --------
Total assets...................................... $907,868 $801,995
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing checking........................... $ 50,060 $ 45,641
Interest checking...................................... 87,639 71,592
Money market........................................... 32,665 38,535
Savings................................................ 245,951 91,935
Time deposits (includes $49,323 and $57,213,
respectively of time deposits of $100,000 or more).... 411,665 495,402
-------- --------
Total deposits.................................... 827,980 743,105
Securities sold under agreements to repurchase............ 15,372 3,072
Subordinated debt, 6% rate, matures December 1, 2011,
(Note 9)............................................... 6,000 --
Other liabilities......................................... 4,197 4,915
-------- --------
Total liabilities................................. 853,549 751,092
-------- --------
Off-balance-sheet risk, commitments and contingencies (Note
10)
Stockholders' equity (Note 13):
Perpetual preferred convertible stock ($20.00 par, 100,000
shares authorized, 75,000 shares issued and
outstanding. Liquidation preference $6,600 at December
31, 1996 and 1995.).................................... 1,500 1,500
Common stock ($2.00 par, 20,000,000 shares authorized and
4,183,507 shares issued and outstanding at December 31,
1996 and 1995)......................................... 8,367 8,367
Capital surplus........................................... 26,699 26,699
Retained earnings......................................... 17,849 14,329
Net unrealized gains (losses) on available-for-sale
securities, net of tax effect.......................... (96) 8
-------- --------
Total stockholders' equity........................ 54,319 50,903
-------- --------
Total liabilities and stockholders' equity........ $907,868 $801,995
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-3
<PAGE> 101

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans............................... $ 62,244 $ 52,389 $ 32,699
Interest on investment securities........................ 1,413 1,431 1,939
Interest on mortgage-backed securities................... 1,325 827 --
Interest on federal funds sold........................... 1,633 2,968 2,448
Interest on other investments............................ 332 248 29
---------- ---------- ----------
Total interest income............................ 66,947 57,863 37,115
---------- ---------- ----------
INTEREST EXPENSE:
Interest on deposits..................................... 32,426 29,874 16,767
Interest on FHLB advances................................ 52 -- 36
Interest on other borrowings............................. 448 127 68
---------- ---------- ----------
Total interest expense........................... 32,926 30,001 16,871
---------- ---------- ----------
Net interest income.............................. 34,021 27,862 20,244
PROVISION FOR LOAN LOSSES (Note 5)......................... 1,800 1,685 1,575
---------- ---------- ----------
Net interest income after provision for possible
loan losses.................................... 32,221 26,177 18,669
---------- ---------- ----------
NONINTEREST INCOME:
Service charges and fees on deposits..................... 1,606 1,395 1,247
Income from mortgage banking activities.................. 1,002 124 --
Gain on sale of ORE -- held for investment............... 1,207 -- --
Securities gains, net.................................... 370 27 1
Other operating income................................... 1,431 1,205 1,364
---------- ---------- ----------
Total noninterest income......................... 5,616 2,751 2,612
NONINTEREST EXPENSES:
Salaries and employee benefits........................... 14,309 11,251 7,339
Net occupancy expense.................................... 4,507 3,211 1,308
Data processing fees..................................... 1,451 1,152 1,472
FDIC and state assessments............................... 949 1,566 1,187
Other operating expense.................................. 6,136 4,939 3,610
---------- ---------- ----------
Total general and administrative expenses........ 27,352 22,119 14,916
SAIF special assessment.................................. 2,539 -- --
Provisions for losses on ORE............................. 1,611 -- 10
ORE expense, net of ORE income........................... (172) 289 422
Amortization of premium on deposits...................... 491 450 1,269
---------- ---------- ----------
Total noninterest expenses....................... 31,821 22,858 16,617
---------- ---------- ----------
Income before negative goodwill accretion and income
taxes.................................................... 6,016 6,070 4,664
Negative goodwill accretion (Note 1)....................... -- 1,578 2,705
---------- ---------- ----------
Income before income taxes................................. 6,016 7,648 7,369
Income tax provision (Note 8).............................. 2,232 1,875 468
---------- ---------- ----------
NET INCOME....................................... $ 3,784 $ 5,773 $ 6,901
========== ========== ==========
PER SHARE DATA:
Net income per common and common equivalent share
(Note 14)........................................... $ .76 $ 1.26 $ 1.67
========== ========== ==========
Weighted average common and common equivalent shares
outstanding (Note 14)............................... 4,952,937 4,562,642 4,136,790
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-4
<PAGE> 102

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERPETUAL NET UNREALIZED
PREFERRED GAINS
CONVERTED STOCK COMMON STOCK (LOSSES)
--------------- ------------------ ON AVAILABLE
SHARES SHARES CAPITAL RETAINED FOR SALE
ISSUED AMOUNT ISSUED AMOUNT SURPLUS EARNINGS SECURITIES TOTAL
------ ------ --------- ------ ------- -------- -------------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1993....... 75,000 $1,500 3,365,387 $6,731 $19,041 $ 2,182 $ -- $29,454
Net income..................... -- -- -- -- -- 6,901 -- 6,901
Net unrealized losses on
available-for-sale
securities, net of tax
effect....................... -- -- -- -- -- -- (54) (54)
Proceeds from exercise of stock
options...................... -- -- 14,950 30 98 -- -- 128
Dividends on preferred stock... -- -- -- -- -- (264) -- (264)
------ ------ --------- ------ ------- ------- ----- -------
BALANCE, DECEMBER 31, 1994....... 75,000 1,500 3,380,337 6,761 19,139 8,819 (54) 36,165
Net income..................... -- -- -- -- -- 5,773 -- 5,773
Net unrealized gains on
available-for-sale
securities, net of tax
effect....................... -- -- -- -- -- -- 62 62
Issuance of common stock....... -- -- 800,000 1,600 7,537 -- -- 9,137
Proceeds from exercise of stock
options...................... -- -- 3,170 6 23 -- -- 29
Dividends on preferred stock... -- -- -- -- -- (263) -- (263)
------ ------ --------- ------ ------- ------- ----- -------
BALANCE, DECEMBER 31, 1995....... 75,000 1,500 4,183,507 8,367 26,699 14,329 8 50,903
Net income..................... -- -- -- -- -- 3,784 -- 3,784
Net unrealized loss on
available-for-sale
securities, net of tax
effect....................... -- -- -- -- -- -- (104) (104)
Dividends on preferred stock... -- -- -- -- -- (264) -- (264)
------ ------ --------- ------ ------- ------- ----- -------
BALANCE, DECEMBER 31, 1996....... 75,000 $1,500 4,183,507 $8,367 $26,699 $17,849 $ (96) $54,319
====== ====== ========= ====== ======= ======= ===== =======
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-5
<PAGE> 103

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income.............................................. $ 3,784 $ 5,773 $ 6,901
Reconciliation of net income to net cash provided:
Provision for loan and ORE losses.................... 3,411 1,685 1,585
Depreciation and amortization, net................... (1,539) (26) 129
Amortization of premium and (accretion) of fair
value, net......................................... 553 (901) (1,162)
Gain on sale of loans................................ (1,002) (124) --
Gain on sale of investment securities................ (370) (27) --
Gain on sale of other real estate owned.............. (1,442) (4) (89)
Capitalization of mortgage servicing................. (1,741) -- --
Gain on disposal of premises and equipment........... (2) -- 75
Net increase in deferred tax benefit................. (1,574) (1,024) --
Net (increase) decrease in other assets.............. 2,222 (3,455) (1,887)
Net increase (decrease) in other liabilities......... (719) 2,179 (339)
--------- --------- ---------
Net cash provided by operating activities....... 1,581 4,076 5,213
--------- --------- ---------
INVESTING ACTIVITIES:
Net (increase) decrease in interest bearing deposits in
banks................................................ (116) 148 550
Proceeds from sale of premises and equipment............ -- -- 13
Proceeds from sales and maturities of:
Investment securities held to maturity............... 7,000 24,000 18,900
Investment securities available for sale............. 72,545 3,972 6,991
Mortgage backed securities available for sale........ 21,848 9,732 --
Purchase of investment securities held to maturity...... -- -- (19,669)
Purchase of investment securities available for sale.... (108,636) (33,083) (10,989)
Purchase of mortgage backed securities.................. (20,105) -- --
Principal repayment on mortgage backed securities....... 4,431 714 --
Purchase of FHLB stock.................................. (1,291) (2,248) (1,292)
Net increase in loans................................... (85,087) (178,001) (197,859)
Purchase of premises and equipment...................... (2,201) (6,282) (3,088)
Proceeds from sale of other real estate owned........... 8,270 3,234 5,260
Investments in other real estate owned (net)............ 232 358 (7,246)
--------- --------- ---------
Net cash used in investing activities........... (103,110) (177,456) (208,429)
--------- --------- ---------
FINANCING ACTIVITIES:
Net increase in deposits................................ 84,875 159,212 89,551
Net increase in repurchase agreements................... 12,301 991 916
Proceeds from issuance of subordinated debt............. 6,000 -- --
Proceeds from issuance of common stock.................. -- 9,166 128
Dividends on perpetual preferred stock.................. (264) (263) (264)
--------- --------- ---------
Net cash provided by financing activities....... 102,912 169,106 90,331
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...... 1,383 (4,274) (112,885)
CASH AND CASH EQUIVALENTS, beginning of period............ 34,427 38,701 151,586
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of period.................. $ 35,810 $ 34,427 $ 38,701
========= ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest............................................. $ 33,031 $ 29,419 $ 16,448
Income taxes......................................... 4,144 1,516 2,222
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-6
<PAGE> 104

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION AND ORGANIZATION

The consolidated financial statements of Republic Bancshares, Inc. (the
Company) include the accounts of the Company, and Republic Bank (the "Bank") and
the Bank's wholly-owned subsidiaries, RBREO, Inc., Tampa Bay Equities, Inc., VQH
Development, Inc., and Republic Insurance Agency, Inc. All significant
intercompany accounts and transactions have been eliminated. On November 21,
1995, the Bank's Board of Directors approved for shareholder consideration an
Amended and Restated Plan of Share Exchange and Reorganization (the
"Reorganization") under which the Bank became a wholly-owned subsidiary of
Company. On the effective date and time of the Reorganization, all holders of
shares of the Bank's Common and Preferred Stock at the November 30, 1995 record
date received one share of Company Common Stock for each share of the Bank's
Common Stock held of record and one share of Company Preferred Stock for each
share of the Bank's Preferred Stock held of record. Holders of outstanding
options to purchase or acquire the Bank's Common Stock received options to
purchase an equal number of shares of Company Common Stock. All necessary
governmental and shareholder approvals for the Reorganization were received. The
Company's primary source of income is from its banking subsidiary which operates
32 branches throughout west central Florida. The Bank's primary source of
revenue is derived from net interest income on loans and investments and income
from mortgage banking activities.

NEGATIVE GOODWILL

On May 28, 1993 (the "Purchase Date") over 99 percent of the Company's
outstanding common stock was acquired for $4,450,000 (the "Purchase Price").
Also, on May 28, 1993, 583,334 additional shares of common stock were issued for
$3,500,000. The acquisition was accounted for by the purchase method of
accounting. Assets and liabilities were restated based upon their fair value as
of the Purchase Date. The excess of the restated net book value over the
Purchase Price was recorded as a reduction of the non current assets, to the
extent available. The remaining difference was recorded as excess of fair value
over purchase price ("negative goodwill"), as follows (in thousands):

<TABLE>
<S> <C>
Adjustments to fair market value:
Loans..................................................... $ 596
Investment securities..................................... 161
Time deposits............................................. 36
Write-off of noncurrent assets:
Premises and equipment.................................... (1,432)
Other assets.............................................. (43)
Adjustments to equity accounts:
Retained earnings......................................... 1,320
Capital surplus........................................... 5,224
-------
Excess of fair value over purchase price.................... $ 5,862
=======
</TABLE>

The negative goodwill was accreted into income on a straight-line basis
over 26 months beginning May 28, 1993 and ending July 31, 1995, which was based
on the estimated life of the loans, investments and deposits acquired. The
premiums on loans and investment securities and the discount on demand and other
time deposits were amortized into income on a straight-line basis over periods
based on the estimated life of the related loans, securities or deposits ranging
from 12 to 30 months.

F-7
<PAGE> 105

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DEPENDENCE ON ESTIMATES, APPRAISALS AND EVALUATIONS

The financial statements, in conformity with generally accepted accounting
principles, are dependent upon estimates, appraisals and evaluations of loans,
other real estate owned and other assets and liabilities, and disclosure of
contingent assets and liabilities. Changes in such estimates, appraisals and
evaluations might be required because of rapidly changing economic conditions,
changing economic prospects of borrowers and other factors. Actual results may
differ from those estimates.

INVESTMENT SECURITIES

Securities that the Company has both the positive intent and ability to
hold to maturity are classified as Held to Maturity and are carried at
historical cost, adjusted for amortization of premiums and accretion of
discounts. Securities Available for Sale, which are those securities that may be
sold prior to maturity as part of asset/liability management or in response to
other factors, are carried at fair value with any valuation adjustment reported
in a separate component of stockholders' equity, net of tax effect.

Interest and dividends on investment securities and amortization of
premiums and accretion of discounts are reported in interest on investment
securities. Gains (losses) realized on sales of investment securities are
generally determined on the specific identification method and are reported
under non-interest income.

LOANS

Interest on commercial and real estate loans and substantially all
installment loans is recognized monthly on the loan balance outstanding. The
Company's policy is to discontinue accruing interest on loans 90 days or more
delinquent and restructured loans that have not yet demonstrated a sufficient
payment history, which, in the opinion of management, may be doubtful as to the
collection of interest or principal. These loans are designated as "non-accrual"
and any accrued but unpaid interest previously recorded is reversed against
current period interest revenue.

Loan origination and commitment fees net of certain costs are deferred, and
the amount is amortized as an adjustment to the related loan's yield, generally
over the contractual life of the loan. Unearned discounts and premiums on loans
purchased are deferred and amortized as an adjustment to interest income on a
basis that approximates level rates of return over the terms of the loan.

HEDGING CONTRACTS AND LOANS HELD FOR SALE

The Company manages its interest rate market risk on the loans held for
sale and its estimated future commitments to originate and close mortgage loans
for borrowers at fixed prices ("Locked Loans") through hedging techniques which
include derivative contracts and fixed price forward delivery commitments
("Forward Commitments") to sell mortgage- backed securities or specific whole
loans to investors on a mandatory or best efforts basis. The Company records the
inventory of loans held for sale at the lower of cost or market on an aggregate
basis after considering any market value changes in the loans held for sale,
Locked Loans, and Forward Commitments.

MORTGAGE SERVICING RIGHTS

On July 1, 1995, SFAS No. 122, "Accounting for Mortgage Servicing Rights,
an amendment of FASB Statement No. 65", was adopted. SFAS No. 122 permits an
allocation of a portion of the cost of loan origination to the rights to service
mortgage loans. Approximately $1,188,000 and $117,000 was capitalized relating
to originated mortgage servicing rights ("OMSRs") during 1996 and 1995,
respectively. As of December 31, 1996 and 1995, the unamortized portion of these
OMSRs were $1,271,000 and $113,000, respectively. For purposes of measuring
impairment, OMSRs are stratified based on the loan type, interest rate and
maturity of the underlying loans.

F-8
<PAGE> 106

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENT OF
LIABILITIES

The FASB has issued SFAS No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishment of Liabilities", which is effective for
the Company's fiscal year beginning January 1, 1997. SFAS 125 provides standards
for distinguishing transfers of financial assets that are sales from transfers
that are secured borrowings. The impact of the adoption of SFAS 125 upon the
results of operations of the Company is not expected to be material.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses provides for risks of losses inherent in the
credit extension process. Losses and recoveries are either charged or credited
to the allowance. The Company's allowance is an amount that management believes
will be adequate to absorb possible losses on existing loans that may become
uncollectible, based on evaluations of the collectibility of loans and prior
loan loss experience. The evaluations take into consideration such factors as
changes in the nature and volume of the loan portfolio, overall portfolio
quality, review of specific problem loans, and current economic conditions that
may affect the borrower's ability to pay. The evaluations are periodically
reviewed and adjustments are recorded in the period in which changes become
known.

PREMISES AND EQUIPMENT

Premises and equipment are stated at cost, less accumulated depreciation
and amortization. Depreciation and amortization are computed using the
straight-line method over the estimated useful lives of the related assets,
except for leasehold improvements for which the lesser of the estimated useful
life of the asset or the term of the lease is used. The useful lives used in
computing depreciation and amortization are as follows:

<TABLE>
<CAPTION>
YEARS
------
<S> <C>
Buildings and improvements.................................. 39
Furniture and equipment..................................... 7
Leasehold improvements...................................... 5 - 15
</TABLE>

Gains and losses on routine dispositions are reflected in current
operations. Maintenance, repairs and minor improvements are charged to operating
expenses, and major replacements and improvements are capitalized.

OTHER REAL ESTATE

Other real estate owned ("ORE") represents property acquired through
foreclosure proceedings held for sale and real estate held for investment. ORE
is carried at its fair value, net of a valuation allowance established to reduce
cost to fair value. Losses are charged to the valuation allowance and recoveries
are credited to the allowance. Declines in market value and gains and losses on
disposal are reflected in current operations in ORE expense. Recoverable costs
relating to the development and improvement of ORE are capitalized whereas
routine holding costs are charged to expense. The sales of these properties are
dependent upon various market conditions. Management is of the opinion that such
sales will result in net proceeds at least equal to present carrying values.

ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS

The FASB issued SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed of," which was effective for the
Company's fiscal year beginning January 1, 1996. SFAS No. 121 requires that
long-lived assets and certain identifiable intangibles to be held and used be
reviewed for impairment whenever events or changes in circumstances indicate the
carrying amount of an

F-9
<PAGE> 107

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

asset may not be recoverable. If the sum of the expected future cash flows from
the use of the asset and its eventual disposition is less than the carrying
amount of the asset, an impairment loss is recognized. SFAS No. 121 also
requires that certain assets to be disposed of be measured at the lower of
carrying amount or the net realizable value. The impact of adopting SFAS 121
upon the results of operations of the Company was not material.

INCOME TAXES

The Company follows the liability method which establishes deferred tax
assets and liabilities for the temporary differences between the financial
reporting bases and the tax bases of the Company's assets and liabilities at
enacted tax rates expected to be in effect when such amounts are realized or
settled. Net deferred tax assets, whose realization is dependent on taxable
earnings of future years, are recognized when a more-likely-than-not criterion
is met, that is, unless a greater than 50% probability exists that the tax
benefits will not actually be realized sometime in the future.

Effective April 1, 1995, federal regulations restricted the amount of
deferred tax assets that can be used to meet regulatory capital requirements to
an amount that the institution expects to realize within one year, or 10% of
Tier 1 capital, whichever is less.

The Company and its subsidiary file consolidated tax returns with the
federal and state taxing authorities. A tax sharing agreement exists between the
Company and the Bank whereby taxes for the Bank are computed as if the Bank were
a separate entity. Amounts to be paid or credited with respect to current taxes
are paid to or received from the Company.

PREMIUM ON DEPOSITS

A premium on deposits is recorded for the difference between cash received
and the carrying value of deposits acquired in purchase transactions. This
premium is being amortized on a straight-line basis over 3 to 4 years.
Approximately $527,000 and $1,017,000 was included in other assets in the
accompanying financial statements, as of December 31, 1996 and 1995.

STOCK-BASED COMPENSATION PLANS

The Company accounts for its stock-based compensation plans under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25). Effective in 1996, the Company adopted the disclosure
option of SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS 123),
which requires that companies not electing to account for stock-based
compensation as prescribed by the statement, disclose the pro forma effects on
earnings and earnings per share as if SFAS 123 had been adopted. Additionally,
certain other disclosures are required with respect to stock compensation and
the assumptions used are to determine the pro forma effects of SFAS 123.

CASH EQUIVALENTS

For purposes of preparing the Consolidated Statements of Cash Flows, cash
equivalents are defined to include cash and due from banks and federal funds
sold.

RECLASSIFICATIONS

Certain reclassifications have been made to prior period financial
statements to conform with the 1996 financial statement presentation.

F-10
<PAGE> 108

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. INVESTMENT SECURITIES:

The Company's investment securities consisted primarily of U.S. Treasury
Bills and Notes. The investment securities of the Company at December 31, 1996
and 1995 are summarized as follows (in thousands):

<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1996:
Securities available-for-sale:
U.S. Government Treasuries................ $72,905 $-- $ (53) $72,852
Revenue bond.............................. 1,545 -- -- 1,545
------- --- ------- -------
Securities available-for-sale........ $74,450 $-- $ (53) $74,397
======= === ======= =======
AT DECEMBER 31, 1995:
U.S. Government Treasuries held to
maturity.................................. $ 7,015 $-- $ (6) $ 7,009
U.S. Government Treasuries available for
sale...................................... 38,121 27 (1) 38,147
------- --- ------- -------
Total U.S. Treasuries & Federal
Agency Notes....................... $45,136 $27 $ (7) $45,156
======= === ======= =======
</TABLE>

<TABLE>
<CAPTION>
1996 1995
---------- ---------
<S> <C> <C> <C> <C>
BOOK VALUE AT DECEMBER 31:
Securities held to maturity.................. $ -- $ 7,015
Securities available-for-sale................ 74,397 38,147
------- -------
Total U.S. Treasuries................ $74,397 $45,162
======= =======
</TABLE>

The amortized cost and estimated market value of investment securities at
December 31, 1996, by contractual maturity are shown below (in thousands):

<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE
--------------------------------
ESTIMATED WEIGHTED
AMORTIZED MARKET AVERAGE
COST VALUE YIELD
--------- --------- --------
<S> <C> <C> <C>
Due in 1 year or less.................................... $61,367 $61,358 4.84%
Due after 1 year through 5 years......................... 13,083 13,039 6.02
------- -------
Total.................................................... $74,450 $74,397 5.05
======= =======
</TABLE>

Proceeds from sales of U.S. Treasury and Federal Agency Notes during the
years ended 1996, 1995 and 1994, were $7,545,000, $2,972,000, and $6,991,000,
respectively. Gross losses of $0, $27,891 and $0 were realized for the years
ended December 31, 1996, 1995 and 1994. Gross gains of $45,404, $0, and $1,094,
were realized during the years ended December 31, 1996, 1995 and 1994,
respectively. U.S. Treasuries and Federal Agency Notes with a par value of
$19,000,000 and $8,000,000 at December 31, 1996 and 1995, respectively, were
pledged to secure public deposits and for other purposes.

3. MORTGAGE BACKED SECURITIES:

Mortgage-backed securities ("MBS"), sometimes referred to as pass-through
certificates, represent an interest in a pool of loans. The securities are
issued by three government agencies or corporations: (i) the Government National
Mortgage Association ("GNMA"), (ii) the Federal Home Loan Mortgage Corporation
("FHLMC") and (iii) the Federal National Mortgage Association ("FNMA"). During
1996 and 1995 the Company securitized loans with a carrying value of $6,282,000
and $30,048,000, respectively, through FHLMC. The Company's MBS portfolio at
December 31, 1996 consisted solely of variable rate securities issued by GNMA,
and payments on those securities are backed by that government agency. MBS
securities

F-11
<PAGE> 109

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

held to maturity are recorded at amortized cost, while securities
available-for-sale are recorded at estimated market value. Mortgage backed
securities are summarized as follows (in thousands):

<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1996:
GNMA held to maturity........................ $ -- $ -- $ -- $ --
GNMA available for sale...................... 20,105 -- (101) 20,004
------- ---- ----- -------
Total mortgage backed securities..... $20,105 $ -- $(101) $20,004
======= ==== ===== =======
AT DECEMBER 31, 1995:
FHLMC held to maturity....................... $17,112 $114 $ (20) $17,206
FHLMC available for sale..................... 2,540 -- (13) 2,527
------- ---- ----- -------
Total mortgage backed securities..... $19,652 $114 $ (33) $19,733
======= ==== ===== =======
</TABLE>

<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
BOOK VALUE AT DECEMBER 31:
Securities held to maturity............................... $ -- $17,112
Securities available-for-sale............................. 20,004 2,527
------- -------
Total MBS......................................... $20,004 $19,639
======= =======
</TABLE>

At December 31, 1996 all MBS securities available for sale were scheduled
to reprice in one year or less.

The amortized cost and estimated market value of the MBS portfolio at
December 31, 1996, by contractual maturity are shown below (in thousands).
Actual maturities may differ from contractual maturities as a result of
prepayments of the underlying mortgages:

<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE
--------------------------------
ESTIMATED WEIGHTED
AMORTIZED MARKET AVERAGE
COST VALUE YIELD
--------- --------- --------
<S> <C> <C> <C>
Due after 10 years....................................... $20,105 $20,004 5.53%
------- -------
Total.......................................... $20,105 $20,004 5.53%
======= =======
</TABLE>

During 1996, the Company sold FHLMC securities, with an amortized cost of
$15,455,000, which had previously been classified as "Held-to-Maturity",
recording net gains of $300,201, and purchased GNMA securities. The purpose of
this transaction was to reduce the Company's capital requirements. As a result,
and in compliance with SFAS 115 "Accounting for Certain Investments in Debt and
Equity Securities", all investment securities are classified as
"available-for-sale" as of December 31, 1996.

Proceeds from sales of MBS securities during the years ended December 31,
1996 and 1995 were $21,077,000 and $9,732,000, respectively. Gross gains of
$354,837 and $55,038 and gross losses of $31,845 and $0, respectively, were
realized on these sales. None of the MBS securities were pledged to secure
public deposits or for other purposes at December 31, 1996.

F-12
<PAGE> 110

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. LOANS AND LOANS HELD FOR SALE:

Loans at December 31, 1996 and 1995, are summarized as follows (in
thousands):

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Real estate mortgage loans:
One-to-four family residential............................ $385,701 $386,524
Multi-family residential.................................. 70,967 77,802
Commercial real estate.................................... 182,298 153,193
Construction/land development............................. 27,050 13,974
Commercial loans............................................ 34,617 29,898
Consumer loans.............................................. 9,860 6,798
Other loans................................................. 1,294 2,367
-------- --------
Total gross portfolio loans....................... 711,787 670,556
Less-allowance for loan losses (Note 5)..................... (13,134) (14,910)
Less-premiums and unearned discounts on loans purchased..... (4,731) (4,561)
Less-unamortized loan fees.................................. (652) (1,290)
-------- --------
Total loans held for portfolio.................... 693,270 649,795
Residential loans held for sale............................. 36,590 4,711
-------- --------
Total loans....................................... $729,860 $654,506
======== ========
</TABLE>

As of December 31, 1996, the Company had $36,590,000 of 1-4 residential
mortgage loans available for sale with a weighted average interest rate of
8.72%. As of December 31, 1995 loans available for sale were approximately
$4,711,000, which approximated market value, with a weighted average interest
rate of 7.47%. Mortgage loans serviced for others as of December 31, 1996 and
1995 were $120,711,000 and $39,951,000, respectively.

Loans on which interest was not being accrued totaled approximately
$15,351,000, $14,504,000, and $12,948,000 at December 31, 1996, 1995 and 1994,
respectively. Had interest been accrued on these loans at their originally
contracted rates, interest income would have been increased by approximately
$1,138,000, $1,329,000, and $647,000 in the years ended December 31, 1996, 1995
and 1994, respectively. Loans past due 90 days or more and still accruing
interest at December 31, 1996 and 1995, totaled approximately $113,000 and
$1,876,000, respectively. The Company restructured loans totaling $2,516,000 and
$145,000 during 1996 and 1995, respectively.

F-13
<PAGE> 111

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. ALLOWANCE FOR LOAN LOSSES:

Changes in the allowance for loan losses were as follows (in thousands):

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Balance,
beginning of period..................................... $14,910 $ 7,065 $ 6,539
Provision for possible loan losses...................... 1,800 1,685 1,575
Discount on purchased loans allocated to (from) loan
loss reserve......................................... (1,732) 7,658 643
Loans charged off....................................... (2,110) (1,947) (1,870)
Recoveries of loans charged off......................... 266 449 178
------- ------- -------
Balance,
end of period........................................... $13,134 $14,910 $ 7,065
======= ======= =======
</TABLE>

While management believes that the allowance for loan losses is adequate at
December 31, 1996, based on currently available information, future additions to
the allowance may be necessary due to changes in economic conditions,
deterioration of creditworthiness of the borrower, the value of underlying
collateral or other factors. Additionally, the Florida Department of Banking and
Finance, the FDIC, and the Federal Reserve, as an integral part of their regular
examination process, periodically review the allowance for loan losses. These
agencies may require additions to the allowance based on their judgments about
information available to them at the time of examination.

The portion of the allowance for loan losses which arose due to the
allocation of discounts on purchased loans may only be used to absorb losses on
the related acquired loans. As of December 31, 1996 and 1995, approximately
$7,150,000 and $10,249,000 of the reserve had arisen through an allocation of
discounts on purchased loans.

6. PREMISES AND EQUIPMENT:

Premises and equipment at December 31, 1996 and 1995, included (in
thousands):

<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Land........................................................ $ 4,951 $ 4,951
Buildings and improvements.................................. 9,216 8,671
Furniture and equipment..................................... 7,371 6,120
Leasehold improvements...................................... 1,051 903
Construction in progress.................................... 268 11
------- -------
Total premises and equipment...................... 22,857 20,656
Less-accumulated depreciation and amortization.............. (3,142) (1,665)
------- -------
Premises and equipment, net............................... $19,715 $18,991
======= =======
</TABLE>

7. OTHER REAL ESTATE (ORE):

State banking regulations require the Company to dispose of all ORE
acquired through foreclosure within five years of acquisition, with a
possibility for additional extensions, each of up to five years. Failure to
receive additional extensions could result in losses on ORE. There were two ORE
properties totaling $4,477,000 at December 31, 1996, which were required to be
disposed of by year-end. The Company has been granted an extension on these
properties by the State. As of December 31, 1996, a third property, in the
amount of

F-14
<PAGE> 112

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $254,000, is required to be disposed of no later than December 31,
1997. Management expects an extension will also be granted by the State on this
property if not sold. In addition, federal banking regulations had required the
Bank to dispose of one of these properties amounting to $3,200,000 by December
31, 1996 but the FDIC has granted an extension of the holding period to December
19, 1997. While the current appraisal on this property indicates that the market
value of the tract exceeds its book value, a sale to a party other than an
end-user could result in proceeds below the current book value.

During 1995, the former headquarter building was vacated and that space was
leased to a third party. Since that building was no longer used for banking
purposes, approximately $2,498,000 was transferred from premises and equipment
to ORE held for investment. During 1996, this building was sold and a gain of
$1,207,000 was recorded.

Loans converted to ORE through foreclosure proceedings totaled $6,910,000,
and $2,639,000, for the years ended December 31, 1996 and 1995, respectively.
Sales of ORE that were financed by the Company totaled $3,676,000 and $1,358,000
for the years ended December 31, 1996 and 1995, respectively.

Changes in the valuation allowance for ORE were as follows (in thousands):

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
BALANCE, beginning of period............................. $ 966 $1,170 $1,718
Provision.............................................. 1,611 -- 10
Charge-offs............................................ (63) (204) (558)
------ ------ ------
BALANCE, end of period................................... $2,514 $ 966 $1,170
====== ====== ======
</TABLE>

8. INCOME TAXES:

Income taxes are comprised of the following (in thousands):

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Current provision........................................ $3,744 $2,899 $2,612
Deferred benefit......................................... (1,512) (1,024) (2,144)
------ ------ ------
$2,232 $1,875 $ 468
====== ====== ======
</TABLE>

At December 31, 1996, the Company had approximately $670,000 of remaining
federal and $2,393,000 of state net operating loss carryforwards. These
carryforwards expire in the years 2006 through 2008.

Following the change of ownership in 1993, recognition of net operating
loss carryforwards were limited to approximately $259,000 each year. If the full
amount of the limitation is not used in any years, the amount not used increases
the allowable limit in the subsequent year.

F-15
<PAGE> 113

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred tax assets and liabilities were comprised of the following at
December 31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
Gross deferred tax assets:
Tax bases over financial bases for loans (loan loss
reserve & discounts)................................... $2,329 $1,230
Financial amortization of premium over tax amortization... 646 533
Interest on non-accrual loans............................. 315 250
Tax bases over financial bases for ORE.................... 1,286 634
Net operating losses and tax credit carryforward.......... 314 411
Mark-to-market-loans held for sale........................ 232 --
Other..................................................... 145 160
------ ------
Gross deferred tax asset.......................... 5,267 3,218
Gross deferred tax liabilities.................... 567 93
------ ------
Net deferred tax asset............................ $4,700 $3,125
====== ======
</TABLE>

The valuation allowance for the deferred tax asset decreased by $177,000
and $1,427,000 for the years ended December 31, 1995 and 1994, respectively. The
net deferred tax asset increased during 1996 and 1995 by approximately $63,000
and $38,000, respectively, relating to the unrealized gain on available for sale
securities which is recorded directly to stockholders' equity.

The Company's effective tax rate varies from the statutory rate of 34
percent. The reasons for this difference are as follows (in thousands):

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------
1996 1995 1994
------ ------ -------
<S> <C> <C> <C>
Computed "expected" tax provision........................... $2,045 $2,600 $ 2,505
Increase (reduction) of taxes:
Tax-exempt interest income................................ (22) (27) (29)
Valuation allowance....................................... -- (177) (1,427)
Amortization of excess of fair value over purchase
price.................................................. -- (536) (1,017)
State taxes............................................... 217 216 265
Other..................................................... (8) (201) 171
------ ------ -------
Total............................................. $2,232 $1,875 $ 468
====== ====== =======
</TABLE>

9. SUBORDINATED DEBT:

On December 27, 1996, the Company issued $6,000,000 in convertible
subordinated debentures at a fixed interest rate of 6.00%, interest payable
semi-annually, with a maturity of December 1, 2011. The Company has the right to
redeem the debentures beginning in 2001 at 106% of face value, with the premium
declining 1% per year thereafter and without any premium if the price of the
Company's common stock equals or exceeds 130% of the conversion price for not
less than 20 consecutive trading days. The debentures are convertible by the
holder at any time prior to maturity into the Company's $2.00 par value common
stock at a conversion price of $17.85714 per share (equivalent to a conversion
rate of 56 common shares per $1,000 principal amount of debentures). The Company
incurred $213,000 in issuance costs which will be amortized over 36 months.

F-16
<PAGE> 114

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. OFF-BALANCE-SHEET RISK, COMMITMENTS AND CONTINGENCIES:

CONCENTRATION OF CREDIT RISK

The Company's core customer loan origination base is located along the west
coast and in central Florida. The majority of the Company's purchased loan
portfolio is concentrated in the states of Florida, California, Texas, and in
the northeastern United States. At December 31, 1996 and 1995, approximately 94
percent of the Company's loan portfolio was secured by real estate. Mortgage
loans secured by 1-4 family properties comprised approximately 60 and 61
percent, respectively, of total mortgage loans at December 31, 1996 and 1995.

OFF-BALANCE-SHEET ITEMS

The Company enters into financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its customers
and to limit exposure to changes in the value of loans held for sale. These
financial instruments include commitments to extend credit, commercial and
standby letters of credit, and forward contracts for the delivery of loans.
These instruments involve, to varying degrees, elements of credit and
interest-rate risk that are not recognized in the accompanying consolidated
balance sheets.

The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instruments discussed above is represented by the
contractual amount of those instruments. The Company uses the same credit
policies in making commitments and conditional obligations as it does for
on-balance-sheet instruments.

A summary of financial instruments with off-balance-sheet risk at December
31, 1996, is as follows (in thousands):

<TABLE>
<CAPTION>
CONTRACTUAL
AMOUNT
-----------
<S> <C>
Commitments to extend credit................................ $ 51,754
Unfunded lines of credit.................................... 64,604
Commercial and standby letters of credit.................... 7,415
--------
Total............................................. $123,773
========
</TABLE>

Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the agreement.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Company evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained if
deemed necessary upon extension of credit is based on management's credit
evaluation of the counterparty. Collateral held varies but may include premises
and equipment, inventory and accounts receivable. Unfunded lines of credit
represent the undisbursed portion of lines of credit which have been extended to
customers.

Commercial and standby letters of credit are conditional commitments issued
by the Company to guarantee the performance of a customer to a third party which
typically do not extend beyond one year. The credit risk involved in issuing
letters of credit is essentially the same as that involved in extending loan
facilities to customers. The Company typically holds certificates of deposit as
collateral supporting those commitments, depending on the strength of the
borrower. Outstanding unsecured standby letters of credit at December 31, 1996,
totaled approximately $1,376,000.

F-17
<PAGE> 115

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1996, in connection with managing the interest rate market
risk on its loans held for sale and Locked Loans totaling $37,416,000, the
Company had outstanding $15,000,000 (estimated fair value of $15,165,000) of
Forward Commitments which expire over the next two months, the period when the
loans are expected to be sold and Locked Loans are expected to close.

The Company reduces its risk of nonperformance under the hedging contracts
by entering into those contracts with reputable security dealers and investors
and evaluating their financial condition. However, there is a risk that certain
of the Locked Loans do not close or are renegotiated in a declining interest
rate market and close at lower prices. The Company reduces this risk by
collecting nonrefundable commitment fees on certain of the Locked Loans and
enters into Forward Commitments to deliver loans to investors primarily on a
best efforts basis.

COMMITMENTS

The Company has entered into a number of noncancelable operating leases
primarily for branch banking locations. At December 31, 1996, minimum rental
commitments based on the remaining noncancelable lease terms were as follows (in
thousands):

<TABLE>
<S> <C>
1997........................................................ $ 2,008
1998........................................................ 1,809
1999........................................................ 1,432
2000........................................................ 1,186
2001........................................................ 1,123
Thereafter.................................................. 3,839
-------
11,397
Less-sublease rentals....................................... (1,063)
-------
$10,334
=======
</TABLE>

Total rent expense for the years ended December 31, 1996, 1995 and 1994 was
$1,653,000, $1,009,000, and $435,000, respectively. Total rental income from
subleases for the years ended December 31, 1996, 1995 and 1994 was $971,000,
$1,113,000, and $1,132,000, respectively.

During 1994 a capital lease obligation of approximately $981,000 was
incurred related to the leasing of data processing equipment with an implicit
rate of 7.49%. Minimum lease payments under this capital lease are approximately
$214,000 in each of the years 1997, 1998 and $107,000 in 1999. In addition, the
Company is obligated to make processing payments in relation to its computer
facilities of approximately $966,000 in each of the years 1997 and 1998,
$1,073,000 in 1999, $1,181,000 in 2000, and $197,000 in 2001.

CONTINGENCIES

The Company is subject to various other legal proceedings and claims which
arise in the normal course of business. In the opinion of management, the amount
of liability with respect to these other proceedings would not have a material
effect on the financial statements.

11. EMPLOYEE BENEFIT PLANS

On January 1, 1987, a retirement plan was adopted, covering substantially
all employees, which includes a 401(k) arrangement. Each employee of the Company
automatically becomes eligible to participate in the savings plan on the January
1 immediately following the date on which such employee attains the age of 18
and completes six months of service. An employee must complete 1,000 hours of
service during each subsequent plan year, and failure to complete 1,000 hours of
service in a subsequent plan year will constitute a "one year break in service"
and a forfeiture of eligibility to participate in the plan.

F-18
<PAGE> 116

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Employees' before-tax contributions are limited based on restrictions
established by the Internal Revenue Service. Employees also may elect to make
after-tax contributions to their account. In each plan year, the Company will
make matching contributions to each account equal to 25% of the employees
elective contributions, but only up to the amount that does not exceed 6% of
compensation. Beginning January 1, 1997, if the Company attains a return on
equity in excess of 10.0% for a quarterly period, the matching contribution will
be increased to 50% for that period, concurrently. Employees are 100% vested at
all times in their contributions and regular matching contributions. In
addition, the 401(k) arrangement plan permits the Company to contribute a
discretionary amount to all of the participants for any plan year, and that
contribution will be allocated among the participants based upon their
respective shares of the total compensation paid during the plan year to all
participants eligible. The Company's contributions were $108,900, $58,200, and
$38,500 in the years ended December 31, 1996, 1995 and 1994, respectively.

12. FAIR VALUE OF FINANCIAL INSTRUMENTS

Generally, the Company's practice and intent is to hold its financial
instruments to maturity, unless otherwise designated. Where available, quoted
market prices are used to determine fair value. However, many of the Company's
financial instruments lack quoted market prices. Although the Company has
incorporated what it considers to be appropriate estimation methodologies for
those financial instruments which lack quoted market prices, a significant
number of assumptions must be used in determining such estimated fair values.
Such assumptions include subjective assessments of current market conditions,
perceived risks associated with these financial instruments and other factors.
Different assumptions might be considered by the user of the financial
statements to be more appropriate, and the use of alternative assumptions or
estimation methodologies could have a significant effect on the resulting
estimated fair values. The estimated fair values presented neither include nor
give effect to the values associated with the Company's business, existing
customer relationships, and branch banking network, amount other things.

The following estimates of the fair value of certain financial instruments
held by the Company include only instruments that could reasonably be evaluated.
The investment securities portfolio was evaluated using market quotes as of
December 31, 1996 and 1995. The fair value of the loan portfolio was evaluated
using market quotes for similar financial instruments, where available.
Otherwise, discounted cash flows, after adjusting for credit deterioration, were
used based upon current rates the Company would use in extending credit with
similar characteristics. These rates may not necessarily be the same as those
which might be used by other financial institutions for similar loans. Cash and
due from banks and federal funds sold were valued at cost. The fair values
disclosed for checking accounts, savings accounts, securities sold under
agreements to repurchase, and certain money market accounts are, by definition,
equal to the amount payable on demand at the reporting date, i.e., their
carrying amounts. Fair values for time deposits are estimated using a discounted
cash flow calculation that applies current interest rates to aggregated expected
maturities. Standby letters of credit and commitments to extend credit were
valued at book value as the majority of these instruments are based on variable
rates.

These evaluations may incorporate specific value to the Company in
accordance with its asset/liability strategies, interest rate projections and
business plans at a specific point in time and therefore, should not necessarily
be viewed as liquidation value. They should also not be used in determining
overall value of the Company due to undisclosed and intangible aspects such as
business and franchise value, and due to changes to assumptions of interest
rates and expected cash flows which might need to be made to reflect
expectations of returns to be earned on instruments with higher credit risks.

F-19
<PAGE> 117

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The table below illustrates the estimated fair value of the Company's
financial instruments as of December 31 using the assumptions described above
(in thousands):

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Cash and due from banks..................................... $ 27,810 $ 19,806
======== ========
Interest bearing deposits in banks.......................... $ 118 $ 2
======== ========
Investment securities....................................... $ 94,401 $ 68,429
======== ========
Federal funds sold.......................................... $ 8,000 $ 14,621
======== ========
Loans....................................................... $754,445 $681,163
======== ========
Mortgage servicing rights................................... $ 1,690 $ 113
======== ========
Deposits.................................................... $830,562 $746,904
======== ========
Securities sold under agreements to repurchase.............. $ 15,372 $ 3,072
======== ========
Subordinated debt........................................... $ 6,000 $ --
========
Standby letters of credit................................... $ 7,415 $ 6,178
======== ========
Commitments to extend credit and unfunded lines of credit... $116,358 $103,076
======== ========
</TABLE>

13. STOCKHOLDERS' EQUITY:

PERPETUAL PREFERRED CONVERTIBLE STOCK

The Company has 75,000 outstanding shares of perpetual preferred
convertible stock. The preferred stock has a liquidation preference of $88 per
share and carries a noncumulative dividend of $3.52 per year, payable quarterly.
Dividends on the preferred stock must be paid before any dividends on common
stock can be paid. Beginning December 16, 1994 and thereafter, the preferred
stock can be converted by the holders into 10 shares of common stock for each
share of preferred stock. The preferred stock was redeemable at the option of
the Company through December 16, 1996, at a price of $96.80 per share. The
holders of the preferred stock vote with the holders of the common stock and are
entitled to 10 votes per share of preferred stock.

DIVIDENDS

Florida Statutes limit the amount of dividends the Bank can pay in any
given year to that year's net income plus retained net income from the two
preceding years. Additionally, the Bank and the Company cannot pay dividends
which would cause either to be undercapitalized as defined by federal
regulations.

1995 RIGHTS AND PUBLIC STOCK OFFERINGS

On June 27, 1995, an offering was completed to the public and to the
stockholders of 800,000 shares of the $2.00 par value Common Stock. The Common
Stock was offered through a combined subscription Rights Offering and an
underwritten Public Offering (the "Offerings"). The number of shares subscribed
for in the Rights Offering totaled 287,049 with 512,951 shares sold in the
Public Offering. The price per share was $12.50 for the Offerings and net
proceeds amounted to $9,137,000.

1993 NON-QUALIFIED STOCK OPTION PLAN

On May 28, 1993, the Company adopted a non-qualified stock option plan (the
Option Plan) which reserved 80,000 shares of common stock for future issuance
under the Option Plan to eligible employees of the Company. As of December 31,
1996, 60,000 options were granted under the Option Plan and 35,000 were

F-20
<PAGE> 118

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

outstanding. The per share exercise price of each stock option is determined by
the Board of Directors at the date of grant. The plan terminates in 2003 or at
the discretion of the Board of Directors.

1995 INCENTIVE STOCK OPTION PLAN

On April 29, 1994, the shareholders approved a qualified incentive stock
option plan to certain key employees. In connection with the Company's holding
company reorganization and share exchange in which all of the Company's
stockholders became stockholders of the Company, the Company adopted the
Republic Bancshares, Inc. 1995 Stock Option Plan (the "Plan") as a replacement
for the Company's 1994 Stock Option Plan. The Plan was approved by the
stockholders of the Bank at the Bank's Special Meeting held on February 27,
1996. On April 23, 1996, the shareholders approved certain amendments to the
Plan (the "Amendment"). Under the Amendment, the total number of shares that may
be purchased pursuant to the plan cannot exceed 525,000 over the life of the
plan and provides that the maximum number of options granted to any one
individual in any fiscal year under the plan cannot exceed 62,000. There is no
limitation on the annual aggregate number of options to be granted in any fiscal
year. Each option granted under the plan will be exercisable by the grantee
during a term, not to exceed ten years, fixed by the compensation committee of
the Board of Directors ("the Committee"). However, no more than 20% of the
shares subject to such options shall vest annually beginning at date of grant.
However, in the event of a change in control, or termination of employment
without cause, all options granted become exercisable immediately. Options under
the plan, which have been granted to the employees of the Flagship/Capital
mortgage banking division of the Company, vest at the rate of 20% at the end of
each 12 month period over five years, contingent upon that division meeting
specified net income performance goals as set by the Board of Directors. If the
performance goal for each year is not met, then the options that would have
become exercisable at the end of the 12 month period shall expire and be null
and void. In addition, options granted to employees of this division shall not
vest and become exercisable if there is a change in control or a termination of
employment without cause, until the performance goal for at least one year has
been met.

Upon the grant of an option to a key employee, the Committee will fix the
number of shares of common stock that the grantee may purchase upon exercise of
the option, and the price at which the shares may be purchased. The exercise
price for all options shall not be less than the fair market value. During 1996,
1995 and 1994, options to purchase 270,900, 59,700 and 46,450 shares,
respectively, under the incentive stock option plan were granted. Of the options
previously granted, 12,460 shares have expired through the termination of key
employees without having exercised their options, thereby making these options
available for future grants. As of December 31, 1996, 361,470 options remained
outstanding.

F-21
<PAGE> 119

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

AGGREGATE STOCK OPTION ACTIVITY

The Company adopted SFAS 123 for disclosure purposes in 1996. For SFAS 123
purposes, the fair value of each option grant has been estimated as of the date
of grant using the Black-Scholes option pricing model with the following
assumptions (weighted averages): risk-free interest rate of 6.42 percent,
expected life of 7 years, dividend rate of zero percent, and expected volatility
of 23 percent. Using these assumptions, the fair value of the stock options
granted in 1996 and 1995 is $1,583,000 and $346,900, respectively, which would
be amortized as compensation expense over the vesting period of the options.
Options vest equally over five years. Had compensation cost been determined
consistent with SFAS 123, utilizing the assumptions detailed above, the
Company's net income and earnings per share as reported would have been the
following pro forma amounts (in thousands except share data):

<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
Net Income
As reported............................................... $3,784 $5,773
Pro forma................................................. 3,588 5,730
Earnings per share
As reported............................................... 0.76 1.26
Pro forma................................................. 0.72 1.26
</TABLE>

Because the SFAS 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost may
not be representative of that expected in future years. A summary of the status
of the Company's stock option plans at December 31, 1996, 1995 and 1994 and for
the years then ended is presented in the table and narrative below:

<TABLE>
<CAPTION>
1994 1995 1996
------------------- ------------------- -------------------
WTD. WTD. WTD.
AVG. AVG. AVG.
SHARES EX. PRICE SHARES EX. PRICE SHARES EX. PRICE
------- --------- ------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
FIXED OPTIONS
Outstanding -- beginning of
year........................... 50,000 $ 6.44 81,500 $ 8.75 131,810 $11.00
Granted.......................... 46,450 10.50 59,700 14.00 70,900 13.63
Exercised........................ (14,950) 6.46 (3,170) 9.58 -- --
Forfeited........................ -- -- (6,220) 11.06 (6,240) 13.42
Expired.......................... -- -- -- -- -- --
------- ------- -------
Outstanding -- end of year....... 81,500 8.75 131,810 11.00 196,470 11.87
======= ======= =======
Exercisable -- end of year....... 14,340 9.41 45,112 9.07 92,530 10.29
Weighted average fair value of
options granted................ 5.81 5.84
PERFORMANCE OPTIONS
Outstanding -- beg. of year...... -- -- -- -- --
Granted.......................... -- -- -- -- 200,000 13.63
Exercised........................ -- -- -- -- -- --
Forfeited........................ -- -- -- -- -- --
Expired.......................... -- -- -- -- -- --
------- ------- -------
Outstanding -- end of year....... -- -- -- 200,000 13.63
======= ======= =======
Exercisable -- end of year....... -- -- -- -- -- --
Weighted average fair value of
options granted................ 5.84
</TABLE>

F-22
<PAGE> 120

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- ----------------------------------------------- -------------------------------------------------
RANGE OF NUMBER WEIGHTED-AVERAGE NUMBER
EXERCISE OUTSTANDING REMAINING WEIGHTED-AVERAGE EXERCISABLE WEIGHTED-AVERAGE
PRICES AT 12/31/96 CONTRACTUAL LIFE EXERCISE PRICE AT 12/31/96 EXERCISE PRICE
- -------------- ----------- ---------------- ---------------- ----------- ----------------
<C> <C> <C> <C> <C> <C>
5.40-10.50 72,370 6.89 years $ 8.57 56,630 $ 8.04
13.63-14.00 324,100 9.21 years 13.69 35,900 13.86
</TABLE>

14. EARNINGS PER SHARE:

NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE

Net income per common and common equivalent share has been computed by
dividing net income by the weighted average common and common equivalent shares
outstanding during the periods. The weighted average common and common
equivalent shares outstanding has been adjusted to include the number of shares
that would have been outstanding if the stock options granted had been
exercised, with the proceeds being used to buy shares from the market (i.e., the
treasury stock method) and the perpetual preferred convertible stock had been
converted to common stock at the earlier of the beginning of the year or the
issue date (i.e., the if-converted method). Net income per common and common
equivalent shares represents both primary and fully diluted per share
information.

15. REGULATORY CAPITAL REQUIREMENTS:

The Company and the Bank are required to comply with the capital adequacy
standards established by the Federal Reserve (for the Company) and the FDIC (for
the Bank). There are three basic measures of capital adequacy for banks that
have been promulgated by the Federal Reserve; two risk-based measures and a
leverage measure. All applicable capital standards must be satisfied for a bank
holding company to be considered in compliance.

The minimum guidelines for the ratio ("Risk-Based Capital Ratio") of total
capital ("Total Capital") to risk-weighted assets (including certain
off-balance-sheet items, such as standby letters of credit) is 8.0%. At least
half of Total Capital (i.e., 4.0% of risk-weighted assets) must comprise common
stock, minority interests in the equity accounts of consolidated subsidiaries,
noncumulative perpetual preferred stock, and a limited amount of cumulative
perpetual preferred stock, less goodwill and certain other intangible assets
("Tier 1 Capital"). The remainder may consist of subordinated debt, other
preferred stock, and a limited amount of loan loss reserves ("Tier 2 Capital").
In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio (the "Leverage Ratio") of Tier 1 Capital to average assets, less goodwill
and certain other intangible assets, of 3.0% for banks that meet certain
specified criteria, including having the highest regulatory rating. All other
bank holding companies generally are required to maintain a Leverage Ratio of at
least 3.0%, plus an additional cushion of 100 to 200 basis points. The
guidelines also provide that bank holding companies experiencing internal growth
or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels without significant reliance
on intangible assets. Furthermore, the Federal Reserve has indicated that it
will consider a "tangible Tier I Capital leverage ratio" (deducting all
intangibles) and other indicators of capital strength in evaluating proposals
for expansion or new activities.

The Bank had previously undertaken in writing to the FDIC to achieve a
Leverage Ratio of at least 5.50% by September 30, 1995, which it did, and will
consider raising additional capital or reducing internal growth should the ratio
fall below that level in the future. The Company's leverage ratio requirement
remains at 5.00%. Other than the foregoing commitment, the Bank has not been
advised by the FDIC of any specific minimum capital ratio requirement applicable
to it.

Failure to meet capital guidelines could subject a bank or a bank holding
company to a variety of enforcement remedies, including issuance of a capital
directive, the termination of deposit insurance by the

F-23
<PAGE> 121

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FDIC, a prohibition on the taking of brokered deposits, and certain other
restrictions on its business. Substantial additional restrictions can be imposed
upon FDIC-insured depository institutions that fail to meet applicable capital
requirements under the federal prompt corrective action regulations.

As of December 31, 1996 and 1995, the Company and the Bank were considered
"well capitalized" under the federal banking agencies for prompt corrective
action regulations. The table which follows sets forth the amounts of capital
and capital ratios of the Company and the Bank as of December 31, 1996 and 1995,
and the applicable regulatory minimums (in thousands):

<TABLE>
<CAPTION>
COMPANY BANK
--------------- ---------------
AMOUNT RATIO AMOUNT RATIO
------- ----- ------- -----
<S> <C> <C> <C> <C>
AS OF DECEMBER 31, 1996:
RISK-BASED CAPITAL:
Tier 1 Capital
Actual................................................. $51,325 8.82% $57,113 9.82%
Minimum required to be "Adequately Capitalized"........ 23,268 4.00 23,260 4.00
Excess over minimum to be "Adequately Capitalized"..... 28,057 4.82 33,853 5.82
To be "Well Capitalized"............................... 34,902 6.00 34,890 6.00
Excess over "Well Capitalized" requirements............ 16,423 2.82 22,223 3.82
Total Capital.....................................
Actual................................................. 64,630 11.11 64,418 11.08
Minimum required to be "Adequately Capitalized"........ 46,536 8.00 46,519 8.00
Excess over minimum to be "Adequately Capitalized"..... 18,094 3.11 17,899 3.08
To be "Well Capitalized"............................... 58,170 10.00 58,149 10.00
Excess over "Well Capitalized" requirements............ 6,460 1.11 6,269 1.08
TIER 1 CAPITAL TO TOTAL ASSETS (LEVERAGE):
Actual.................................................... 51,325 5.90 57,113 6.57
Minimum required to be "Adequately Capitalized"........... 34,807 4.00 34,798 4.00
Excess over minimum to be "Adequately Capitalized"........ 16,518 1.90 22,315 2.57
To be "Well Capitalized".................................. 43,509 5.00 47,848 5.50
Excess over "Well Capitalized" requirements............... 7,816 0.90% 9,265 1.07
AS OF DECEMBER 31, 1995:
RISK-BASED CAPITAL:
Tier 1 Capital
Actual................................................. N/A N/A 47,940 9.17
Minimum required to be "Adequately Capitalized"........ N/A N/A 20,904 4.00
Excess over minimum to be "Adequately Capitalized"..... N/A N/A 27,036 5.17
To be "Well Capitalized"............................... N/A N/A 31,356 6.00
Excess over "Well Capitalized" requirements............ N/A N/A 16,584 3.17
Total Capital Actual.............................. N/A N/A 53,833 10.30
Minimum required to be "Adequately Capitalized"........ N/A N/A 41,809 8.00
Excess over minimum to be "Adequately Capitalized"..... N/A N/A 12,024 2.30
To be "Well Capitalized"............................... N/A N/A 52,260 10.00
Excess over "Well Capitalized" requirements............ N/A N/A 1,573 0.30
TIER 1 CAPITAL TO TOTAL ASSETS (LEVERAGE):
Actual.................................................... N/A N/A 47,940 6.00
Minimum required to be "Adequately Capitalized"........... N/A N/A 31,962 4.00
Excess over minimum to be "Adequately Capitalized"........ N/A N/A 15,978 2.00
To be "Well Capitalized".................................. N/A N/A 43,948 5.50
Excess over "Well Capitalized" requirements............... N/A N/A 3,992 0.50
</TABLE>

F-24
<PAGE> 122

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16. RELATED PARTY TRANSACTIONS:

William R. Hough, a director and one of the two controlling shareholders,
is President and the controlling shareholder of William R. Hough & Co., an
NASD-member investment banking firm. In December 1996, the Company offered
$6,000,000 of convertible subordinated debentures through a private placement on
a "best efforts" basis exclusively through William R. Hough & Co. as "Sales
Agent" for the Company. The sales agent agreement provided for the payment to
William R. Hough & Co. of a fee of 1.50% for each $1,000 principal amount of
debentures sold to directors of the Company or their spouses and 3% for each
$1,000 of debentures sold to all others. The total amount of fees paid to
William R. Hough & Company for the sale of the debentures was $162,000. In
addition, the Company agreed to indemnify the sales agent against and contribute
toward certain liabilities, including liabilities under the Securities Act, and
to reimburse William R. Hough & Co. for certain expenses and legal fees related
to the sale of the debentures of approximately $51,000.

In July 1996, William R. Hough & Co. began offering sales of insurance and
mutual fund products and investment advisory services on the premises of the
Company. The Company was paid a monthly fee of $300 for each banking office
participating in the program plus a fee of 15% of the gross commissions earned
from sales of non-insurance products. On January 1, 1997, this agreement was
terminated and replaced with a new agreement where the Company will be paid 50%
of the net profits earned from sales of investment products on the Company's
premises.

In June 1995, in connection with a rights offering of the Company Common
Stock conducted by the Company, William R. Hough & Co. participated as a
soliciting dealer, and as such was entitled to receive solicitation fees in an
amount equal to approximately $11,900. William R. Hough & Co. also participated
in the selling group for the public offering of the Company Common Stock that
took place in conjunction with the rights offering. In connection with the
public offering, William R. Hough & Co. received approximately $18,000 in
discounts and other fees.

In addition, WRH Mortgage, Inc., a related interest of William R. Hough,
acted as the Company's agent in the purchase of two loan pools from the
Resolution Trust Corporation on May 23, 1995 and was paid due diligence fees
totaling $39,997. The Company also entered into an agreement with William R.
Hough & Co. on August 15, 1995 to periodically purchase securities under
agreement to repurchase at a rate based on the prevailing federal funds rate
plus 1/8 of 1%.

Certain directors and executive officers of the Company and Bank, members
of their immediate families, and entities with which such persons are associated
are customers of the Bank. As such, they had transactions in the ordinary course
of business with the Bank during 1996 and will have additional transactions in
the future. All loans and commitments to lend included in those transactions
were made in the ordinary course of business, upon substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and, in the opinion of management,
have not involved more than the normal risk of collectibility or presented other
unfavorable features.

F-25
<PAGE> 123

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

17. BANK HOLDING COMPANY FINANCIAL STATEMENTS:

Condensed financial statements of the Company (Republic Bancshares, Inc.)
are presented below. Amounts shown as investment in the wholly-owned subsidiary
and equity in earnings of the subsidiary are eliminated in consolidation.

REPUBLIC BANCSHARES, INC.

PARENT-ONLY CONDENSED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
1996
-------
<S> <C>
ASSETS
Cash...................................................... $ 0
Investment in wholly-owned subsidiary..................... 60,111
Prepaid issuance costs -- subordinated debt............... 212
-------
Total............................................. $60,323
=======
LIABILITIES
Subordinated debt......................................... $ 6,000
Accrued interest on subordinated debt..................... 4
-------
Total liabilities................................. 6,004
-------
STOCKHOLDERS' EQUITY
Perpetual preferred convertible stock..................... 1,500
Common stock.............................................. 8,367
Capital surplus........................................... 26,699
Retained earnings......................................... 17,849
Unrealized losses on available-for-sale securities........ (96)
-------
Total stockholders' equity........................ 54,319
-------
Total............................................. $60,323
=======
</TABLE>

PARENT-ONLY CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
1996
------
<S> <C>
INCOME
Dividends from bank....................................... $ 264
Interest expense on subordinated debt..................... (5)
Equity in undistributed net income of subsidiary.......... 3,525
------
Net Income........................................ $3,784
======
</TABLE>

18. MERGERS AND ACQUISITIONS

On December 19, 1996, the Company announced that an agreement had been
reached for the acquisition of Firstate Financial, F.A. ("Firstate"), a thrift
institution headquartered in Orlando, Florida, for a cash purchase price of
$5,501,000. Firstate is not publicly traded. The agreement is subject to final
approval by the Department, FDIC and FRB. At December 31, 1996, Firstate had
total assets of $103,624,000 (unaudited) and total deposits of $84,842,000
(unaudited). Firstate currently maintains a branch office in downtown Orlando
and an office in Winter Park, Florida. The acquisition will be accounted for
using purchase accounting rules.

F-26
<PAGE> 124

REPUBLIC BANCSHARES, INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On March 10, 1997, the Company and F.F.O. Financial Group, Inc., St. Cloud,
Florida ("FFO") announced their board of directors had executed a letter of
intent for the combination of the two companies. FFO has 11 branch offices in
Osceola, Orange and Brevard counties with total assets of $316,949,000 and total
deposits of $286,927,000. Mr. William R. Hough, president of an investment
banking firm in St. Petersburg, Florida, owns a controlling interest in both
companies. Under the terms of the letter of intent, the Company will exchange
shares of Company Common Stock for all of the 8,430,000 outstanding shares of
FFO common stock at a ratio of 0.29 share of the Company for each share of FFO.
In the event that the product of the exchange ratio and the average closing
price of the Company Common Stock on each of the twenty consecutive trading days
ending on the third business day preceding the effective date of the transaction
is below $4.10, the exchange ratio will be adjusted for decreases in the price
of the Company Common Stock price; however, in no event will the exchange ratio
exceed 0.30. FFO has the right to terminate the agreement if the average of the
Company's stock price is less than $13.50. Either party has the right to
terminate the agreement if the merger does not occur by November 1, 1997.
Outstanding options for FFO common stock will be converted into options for
Company Common Stock on the same basis. The transaction will be accounted for as
a corporate reorganization under which the controlling shareholder's interest in
FFO will be carried forward at its historical cost while the minority interest
in FFO will be recorded at fair value. The transaction is subject to completion
of a definitive agreement, shareholder approval by the parties, approval by
various regulatory authorities, receipt of opinion that the transaction
qualifies as a tax-free reorganization, and receipt of fairness opinions by each
companies' financial advisor.

The above financial information regarding Firstate and FFO was derived from
unaudited financial statements at December 31, 1996.

F-27
<PAGE> 125

REPUBLIC BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS -- MARCH 31, 1997 AND DECEMBER 31, 1996
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUES)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and due from banks..................................... $ 23,803 $ 27,810
Interest bearing deposits in banks.......................... -- 118
Investment securities:
Held to maturity.......................................... -- --
Available for sale........................................ 42,709 74,397
Mortgage-backed securities:
Held to maturity.......................................... -- --
Available for sale........................................ 20,489 20,592
FHLB stock.................................................. 5,081 4,830
Federal funds sold.......................................... 41,000 8,000
Loans held for sale......................................... 40,201 36,590
Loans, net of allowance for loan losses (Notes 2 and 3)..... 694,784 693,270
Premises and equipment, net................................. 20,015 19,715
Other real estate owned, acquired through foreclosure,
net....................................................... 7,250 7,363
Other assets................................................ 16,761 15,183
-------- --------
Total assets...................................... $912,093 $907,868
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits
Noninterest-bearing checking........................... $ 49,066 $ 50,060
Interest checking...................................... 89,895 87,639
Money market........................................... 32,017 32,665
Savings................................................ 251,345 245,951
Time deposits.......................................... 406,737 411,665
-------- --------
Total deposits.................................... 829,060 827,980
Securities sold under agreements to repurchase............ 16,160 15,372
Subordinated debt (6% rate, matures December 1, 2011)..... 6,000 6,000
Other liabilities......................................... 5,294 4,197
-------- --------
Total liabilities................................. $856,514 $853,549
-------- --------
Stockholders' equity:
Noncumulative perpetual preferred convertible stock
($20.00 par, 100,000 shares authorized, 75,000 shares
issued and outstanding. Liquidation preference $6,600
at March 31, 1997 and December 31, 1996.).............. 1,500 1,500
Common stock ($2.00 par, 20,000,000 shares authorized and
4,183,507 shares issued and outstanding at March 31,
1997 and December 31, 1996)............................ 8,367 8,367
Capital surplus........................................... 26,699 26,699
Retained earnings......................................... 19,386 17,849
Net unrealized gains (losses) on available-for-sale
securities, net of tax effect.......................... (373) (96)
-------- --------
Total stockholders' equity........................ 55,579 54,319
-------- --------
Total liabilities and stockholders' equity........ $912,093 $907,868
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-28
<PAGE> 126

REPUBLIC BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
-----------------------
1997 1996
---------- ----------
(UNAUDITED)
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans................................ $ 16,506 $ 14,778
Interest on investment securities......................... 486 428
Interest on mortgage-backed securities.................... 306 291
Interest on federal funds sold............................ 685 297
Interest on other investments............................. 87 68
---------- ----------
Total interest income............................. 18,070 15,862
---------- ----------
INTEREST EXPENSE:
Interest on deposits...................................... 8,662 7,879
Interest on subordinated debt............................. 108 --
Interest on other borrowings.............................. 199 48
---------- ----------
Total interest expense............................ 8,969 7,927
---------- ----------
Net interest income............................... 9,101 7,935
PROVISION FOR LOAN LOSSES................................... 1,138 450
---------- ----------
Net interest income after provision for possible
loan losses..................................... 7,963 7,485
---------- ----------
NONINTEREST INCOME:
Service charges on deposit accounts....................... 438 376
Loan fee income........................................... 125 125
Income from mortgage banking activities................... 898 --
Gain (loss) on sale of loans, net......................... 1,188 (11)
Gain on sale of securities, net........................... 42 4
Other operating income.................................... 433 184
---------- ----------
Total noninterest income.......................... 3,124 678
NONINTEREST EXPENSES:
General and administrative ("G&A") expenses............... 8,240 5,956
Provision for losses on ORE............................... 170 180
Other ORE (income) expense................................ (13) 1
Amortization of premium on deposits....................... 123 123
---------- ----------
Total noninterest expenses........................ $ 8,520 $ 6,260
---------- ----------
Income (loss) before income taxes........................... 2,567 1,903
Income tax provision........................................ 964 699
---------- ----------
NET INCOME.................................................. $ 1,603 $ 1,204
========== ==========
PER SHARE DATA:
Net income per common and common equivalent share......... $ .32 $ .24
========== ==========
Weighted average common and common equivalent shares
outstanding............................................ $4,980,167 $4,953,119
========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-29
<PAGE> 127

REPUBLIC BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996 AND
THE THREE MONTHS ENDED MARCH 31, 1997
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PERPETUAL
PREFERRED NET UNREALIZED
CONVERTIBLE GAINS
STOCK COMMON STOCK (LOSSES)
--------------- ------------------ ON AVAILABLE
SHARES SHARES CAPITAL RETAINED FOR SALE
ISSUED AMOUNT ISSUED AMOUNT SURPLUS EARNINGS SECURITIES TOTAL
------ ------ --------- ------ ------- -------- -------------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1995............ 75,000 $1,500 4,183,507 $8,367 $26,699 $14,329 $ 8 $50,903
Net income for the twelve months ended
December 31, 1996................... -- -- -- -- -- 3,784 -- 3,784
Net unrealized losses on
available-for-sale securities....... -- -- -- -- -- -- (104) (104)
Dividends on preferred stock.......... -- -- -- -- -- (264) -- (264)
------ ------ --------- ------ ------- -------- ----- -------
BALANCE, DECEMBER 31, 1996............ 75,000 1,500 4,183,507 8,367 26,699 17,849 (96) 54,319
Net income for the three months
ended March 31, 1997.............. -- -- -- -- -- 1,603 -- 1,603
Net unrealized losses on
available-for-sale securities..... -- -- -- -- -- -- (277) (277)
Dividends on preferred stock........ -- -- -- -- -- (66) -- (66)
------ ------ --------- ------ ------- ------- ----- -------
BALANCE, MARCH 31, 1997............... 75,000 $1,500 4,183,507 $8,367 $26,699 $19,386 $(373) $55,579
------ ------ --------- ------ ------- ------- ----- -------
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-30
<PAGE> 128

REPUBLIC BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED MARCH 31,
-------------------------
1997 1996
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income.................................................. $ 1,603 $ 1,204
Reconciliation of net income to net cash provided by (used
in):
Provision for losses on loans and ORE..................... 1,308 450
Depreciation and amortization, net........................ (259) (66)
Amortization of premium and accretion of fair value....... 289 131
(Gain) loss on sale of loans.............................. (2,086) 11
(Gain) on sale of investment securities................... (42) (4)
(Gain) loss on sale of ORE................................ (108) 10
Capitalization of mortgage servicing...................... (839) 15
Net increase in deferred tax benefit...................... (897) (114)
Gain on disposal of premises and equipment................ (1) --
Net (increase) decrease in other assets................... (205) (4,963)
Net increase (decrease) in other liabilities.............. 1,098 (649)
-------- --------
Net cash provided by (used in) operating
activities...................................... (139) (3,975)
-------- --------
INVESTING ACTIVITIES:
Net (increase) decrease in interest bearing deposits in
banks.................................................. 118 (9)
Proceeds from sales and maturities of:
Investment securities held to maturity................. -- 7,000
Investment securities available for sale............... 68,447 25,006
Purchase of securities available for sale................. (36,815) (18,030)
Principal repayment on mortgage backed securities......... 93 749
Purchase of FHLB stock.................................... (251) (1,290)
Net increase in loans..................................... (4,431) (10,160)
Purchase of premises and equipment........................ (696) (206)
Proceeds from sale of ORE................................. 844 439
(Investments) disposals in other real estate owned
(net).................................................. 21 --
-------- --------
Net cash provided by (used in) investing activities.... 27,330 3,499
-------- --------
FINANCING ACTIVITIES:
Net increase (decrease) in deposits....................... 1,081 (1,022)
Net increase (decrease) in repurchase agreements.......... 787 1,344
Dividends on perpetual preferred stock.................... (66) (66)
-------- --------
Net cash provided by (used in) financing
activities...................................... 1,802 256
-------- --------
Net increase (decrease) in cash and cash equivalents........ 28,993 (220)
Cash and cash equivalents, beginning of period.............. 35,810 34,427
-------- --------
Cash and cash equivalents, end of period.................... $ 64,803 $ 34,207
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for --
Interest............................................... $ 8,607 $ 6,868
Income taxes........................................... 531 865
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-31
<PAGE> 129

REPUBLIC BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION AND ORGANIZATION

Republic Bancshares, Inc. (the "Company") is a bank holding company
organized in March 1996 under the laws of the State of Florida and is the
holding company for Republic Bank (the "Bank"). In connection with the
reorganization which resulted in the Company becoming the holding company for
the Bank, the Company became the owner of all of the outstanding capital stock
of the Bank. The Company does not currently conduct any activities other than
its ownership and operation of the Bank.

The Bank is a state-chartered, federally-insured commercial bank organized
in 1972 and providing a full range of retail and commercial banking products and
related financial services. The Bank's headquarters are in St. Petersburg,
Florida. Its principal business is attracting checking, savings and time
deposits from the public and general business customers and using these deposits
to originate residential mortgages, commercial real estate mortgages, business
loans, and consumer loans. The Bank opened an office in Spring Hill, Florida, in
January 1997 bringing the total to 33 branch banking offices located in
Hernando, Pasco, Pinellas, Manatee and Sarasota counties. There are also eight
residential and two commercial loan production offices in Florida and one
residential loan production office in Boston, Massachusetts. The Bank is the
largest independent financial institution headquartered on the west coast of
Florida.

The FASB has issued SFAS No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishment of Liabilities", which is effective for
the Bank's fiscal year beginning January 1, 1997. SFAS 125 provides standards
for distinguishing transfers of financial assets that are sales from transfers
that are secured borrowings. The impact of the adoption of SFAS 125 upon the
results of operations of the Company was not material.

In February 1997, the FASB issued SFAS No. 128, "Earnings per Share", which
is effective for the Company's fourth quarter and year ended December 31, 1997.
Early application is not permitted and after the effective date, prior period
earnings per share presented must be restated. SFAS No. 128 establishes new
standards for computing and presenting EPS. Specifically, SFAS No. 128 replaces
the presentation of primary earnings per share with basic earnings per share,
requires dual presentation for companies with complex capital structures of
basic and diluted earnings per share and requires a reconciliation of the
numerator and denominator of the basic earnings per share computation to those
of the diluted earnings per share computation. Management has not determined the
effect of the adoption of SFAS No. 128 on the Company's financial statements,
but does not expect it to be material.

These consolidated financial statements should be read in conjunction with
the financial statements and the notes thereto included in the Company's Annual
Report for the year ended December 31, 1996, filed with the Securities and
Exchange Commission ("SEC") on Form 10-K. The results of the three months ended
March 31, 1997 are not necessarily indicative of the results to be expected for
the fiscal year ending December 31, 1997.

F-32
<PAGE> 130

REPUBLIC BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. LOANS AND LOANS HELD FOR SALE:

Loans at March 31, 1997 and December 31, 1996, are summarized as follows
(in thousands):

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
--------- ------------
<S> <C> <C>
Real estate mortgage loans:
One-to-four family residential............................ $372,498 $383,015
Multifamily residential................................... 67,531 68,337
Commercial real estate.................................... 192,509 182,298
Construction/land development............................. 29,812 27,050
Commercial loans............................................ 33,126 34,427
Consumer loans.............................................. 11,747 9,983
Other loans................................................. 1,069 1,294
-------- --------
Total gross portfolio loans....................... 708,292 706,404
Less -- allowance for loan losses........................... 13,508 13,134
-------- --------
Total loans held for portfolio.................... 694,784 693,270
Loans held for sale......................................... 40,201 36,590
-------- --------
Total loans....................................... $734,985 $729,860
======== ========
</TABLE>

As of March 31, 1997 and December 31, 1996 loans available for sale,
primarily one-to-four family residential mortgages, had weighted average
interest rates of 9.05% and 8.72%, respectively. Mortgage loans serviced for
others as of March 31, 1997 and December 31, 1996 were $141,980,000 and
$120,711,000, respectively.

3. ALLOWANCES FOR LOSSES:

ALLOWANCE FOR LOAN LOSSES:

The allowance for loan losses provides for risks of losses inherent in the
credit extension process. Losses are charged to the allowance for loan losses
and recoveries are credited to the allowance. The Company's allowance is an
amount that management believes will be adequate to absorb possible losses on
existing loans that may become uncollectible, based on evaluations of the
collectibility of loans and prior loan loss experience. The evaluations take
into consideration such factors as changes in the nature and volume of the loan
portfolio, overall portfolio quality, review of specific problem loans, and
current economic conditions that may affect the borrower's ability to pay. The
evaluations are periodically reviewed and adjustments are recorded in the period
in which changes become known.

As part of the risk assessment for purchased loans, management has
allocated a portion of the discount on such loan purchases to the allowance for
loan losses in amounts consistent with the Company's loan loss policy
guidelines. Amounts added to the allowance for loan losses resulting from
discount allocation are available to absorb potential losses only for those
purchased loans and are not available for losses from other loan portfolios. To
the extent that losses in certain pools or portfolios of loans exceed the
allowance for loan losses and any remaining unamortized loan discount allocated
to such pool or portfolio, or available as a general allowance, the Company
would have to recognize a loss to the extent of such shortfall in the then
current period. During the first quarter of 1997, management sold $6,005,000 of
loans purchased and transferred $642,000 of the amount originally allocated to
the allowance for purchased loans into the allocation for originated loans.
After this transfer was completed and taking into consideration loan loss
provisions, charge-offs and recoveries for the first quarter of 1997 the
allowance for loan losses was comprised of $7,089,000 allocated to originated
loans and $6,419,000 allocated to the various pools of purchased loans.
Additionally, as of March 31, 1997, the balance of loan discounts available to
absorb losses on pools or portfolios of purchased

F-33
<PAGE> 131

REPUBLIC BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

loans exceeding amounts transferred to the allowance amounted to $4,119,000.
Loans on which interest was not being accrued totaled $16,191,000 and
$15,351,000 at March 31, 1997 and December 31, 1996, respectively. Loans past
due 90 days or more and still accruing interest at March 31, 1997 and December
31, 1996, totaled $122,000 and $113,000, respectively.

Changes in the allowance for loan losses were as follows (in thousands):

<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31, 1997
--------------------
1997 1996
-------- --------
<S> <C> <C>
Balance, beginning of period................................ $13,134 $14,910
Provision for loan losses................................. 1,138 450
Allowance for loan losses on purchased loans transferred
to discount (includes amounts taken to income on loans
sold).................................................. (642) (30)
Loans charged off......................................... (188) (649)
Recoveries of loans charged off........................... 66 65
------- -------
Balance, end of period...................................... $13,508 $14,746
======= =======
</TABLE>

ALLOWANCE FOR LOSSES ON OTHER REAL ESTATE ("ORE"):

The Company recognizes any estimated potential decline in the value of ORE
between appraisal dates through periodic additions to the allowance for losses
on ORE. Writedowns charged against this allowance are taken if the related real
estate is sold at a loss. For the three months ended March 31, 1997, the Company
had recorded a provision expense for losses on ORE of $170,000. Included in the
ORE balance is a tract of land carried at $3,200,000 acquired through
foreclosure in 1988 that has partially been developed as a shopping center site.
Federal law and regulations require the Company to dispose of this tract by
December 31, 1997.

4. SUBSEQUENT EVENT

Effective April 21, 1997, the Company acquired all of the outstanding
common stock of EHL Holdings, Inc., the privately-held parent company of
Firstate Financial, F.A., a thrift headquartered in Orlando, Florida with total
assets at acquisition of $71,147,000. The thrift subsidiary of EHL Holdings,
Inc. was simultaneously merged into the Bank. The purchase price paid was a cash
amount of $5,501,000 and goodwill of $130,000 was recorded. That goodwill will
be amortized over a period of 48 months.

F-34
<PAGE> 132

INDEPENDENT AUDITORS' REPORT

The Board of Directors
F.F.O. Financial Group, Inc.
St. Cloud, Florida:

We have audited the accompanying consolidated balance sheets of F.F.O.
Financial Group, Inc. and Subsidiaries (the "Company") as of December 31, 1996
and 1995 and the related consolidated statements of income, stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 1996 and 1995 and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1996 in
conformity with generally accepted accounting principles.

HACKER, JOHNSON, COHEN & GRIEB

Orlando, Florida
February 11, 1997, except for Note 21,
as to which the date is March 11, 1997

F-35
<PAGE> 133

F.F.O. FINANCIAL GROUP, INC.

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
AT DECEMBER 31,
----------------------
1996 1995
-------- --------
<S> <C> <C>
ASSETS
Cash and due from banks..................................... $ 6,300 $ 6,989
Interest-bearing deposits with banks........................ 11,665 2,768
Federal funds sold.......................................... -- 669
-------- --------
Cash and cash equivalents.............................. 17,965 10,426
Trading securities.......................................... 9,580 23,076
Securities available for sale............................... 41,445 49,832
Securities held to maturity, at cost........................ 15,343 17,636
Loans held for sale, net of unrealized losses of $150 in
1996...................................................... 10,462 22,765
Loans receivable, net of allowances for loan losses of
$5,613 in 1996 and $5,138 in 1995......................... 209,005 161,190
Accrued interest receivable................................. 1,710 1,821
Premises and equipment...................................... 5,324 5,700
Restricted securities -- Federal Home Loan Bank stock, at
cost...................................................... 2,378 2,514
Foreclosed real estate, net of allowances of $158 in 1996
and $1,124 in 1995........................................ 799 3,358
Deferred tax asset.......................................... 1,490 2,249
Other assets................................................ 1,448 918
-------- --------
Total assets...................................... $316,949 $301,485
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Demand deposits........................................... 14,303 13,107
Savings and NOW deposits.................................. 57,981 63,682
Time deposits............................................. 214,643 172,147
-------- --------
Total deposits.................................... 286,927 248,936
Accrued interest on deposits................................ 256 282
Due to bank................................................. 424 1,120
Advances from Federal Home Loan Bank........................ 7,000 30,000
Advance payments by borrowers for taxes and insurance....... 608 819
Other liabilities........................................... 1,454 1,548
-------- --------
Total liabilities................................. 296,669 282,705
-------- --------
Commitments and Contingencies (Notes 6, 12, 13, 15 and 21)
Stockholders' Equity:
Preferred stock, $.10 par value, 2,500,000 shares
authorized, none outstanding........................... -- --
Common stock, $.10 par value, 20,000,000 shares
authorized, 8,430,000 shares issued and outstanding.... 843 843
Additional paid-in capital................................ 17,599 17,599
Retained earnings......................................... 1,844 244
Net unrealized (depreciation) appreciation on securities
available for sale, net of tax of $4 in 1996 and $(56)
in 1995................................................ (6) 94
-------- --------
Total stockholders' equity........................ 20,280 18,780
-------- --------
Total liabilities and stockholders' equity........ $316,949 $301,485
======== ========
</TABLE>

See Notes to Consolidated Financial Statements.

F-36
<PAGE> 134

F.F.O. FINANCIAL GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Interest income:
Loans receivable.......................................... $ 16,712 $ 15,357 $ 13,752
Securities available for sale............................. 2,524 1,218 1,963
Securities held to maturity............................... 1,179 1,297 684
Trading securities........................................ 1,214 1,267 --
Federal funds sold........................................ 80 150 125
Deposits with banks....................................... 288 441 358
--------- --------- ---------
Total interest income............................. 21,997 19,730 16,882
--------- --------- ---------
Interest expense:
Deposits.................................................. 11,710 9,948 7,142
Other borrowed funds...................................... 313 163 411
--------- --------- ---------
Total interest expense............................ 12,023 10,111 7,553
--------- --------- ---------
Net interest income......................................... 9,974 9,619 9,329
Provision (credit) for loan losses.......................... 782 477 (1,403)
--------- --------- ---------
Net interest income after provision (credit) for
loan losses..................................... 9,192 9,142 10,732
--------- --------- ---------
Noninterest income:
Service charges on deposits............................... 1,306 1,269 1,297
Loan related fees and service charges..................... 443 375 246
Loan servicing fees....................................... 279 367 409
Net trading account (losses) profit....................... (196) 229 (76)
Net realized gain on sales of available-for-sale
securities............................................. 87 66 --
Net gain on sale of loans................................. 144 86 131
Unrealized loss on loans held for sale.................... (150) -- --
Net gain on sale of premises and equipment................ -- -- 277
Other income.............................................. 474 210 203
--------- --------- ---------
Total noninterest income.......................... 2,387 2,602 2,487
--------- --------- ---------
Noninterest expenses:
Salaries and employee benefits............................ 4,192 4,043 3,802
Occupancy expense......................................... 1,925 1,814 1,755
(Gain) loss on foreclosed real estate..................... (1,818) 613 3,784
Deposit insurance premium................................. 657 646 645
SAIF recapitalization assessment.......................... 1,466 -- --
Marketing and advertising................................. 381 299 298
Data processing........................................... 668 564 563
Printing and office supplies.............................. 280 284 279
Telephone expense......................................... 255 271 272
Other expense............................................. 1,170 923 1,147
--------- --------- ---------
Total noninterest expenses........................ 9,176 9,457 12,545
--------- --------- ---------
Income before income taxes.................................. 2,403 2,287 674
Income tax expense.......................................... 803 641 234
--------- --------- ---------
Net income.................................................. $ 1,600 $ 1,646 $ 440
========= ========= =========
Net income per share of common stock........................ $ .19 $ .20 $ .06
========= ========= =========
Weighted average number of shares outstanding............... 8,430,000 8,430,000 7,354,658
========= ========= =========
</TABLE>

See Notes to Consolidated Financial Statements.

F-37
<PAGE> 135

F.F.O. FINANCIAL GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NET
UNREALIZED
(DEPRECIATION)
APPRECIATION
RETAINED ON
ADDITIONAL EARNINGS SECURITIES TOTAL
COMMON PAID-IN (ACCUMULATED AVAILABLE STOCKHOLDERS'
STOCK CAPITAL DEFICIT) FOR SALE EQUITY
------ ---------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1993........... $718 15,324 (1,842) 327 14,527
Proceeds from issuance of 1,250,000
shares of common stock............... 125 2,275 -- -- 2,400
Net income for 1994.................... -- -- 440 -- 440
Net change in unrealized (depreciation)
appreciation on securities available
for sale............................. -- -- -- (822) (822)
---- ------ ------ ---- ------
Balance at December 31, 1994........... 843 17,599 (1,402) (495) 16,545
Net income for 1995.................... -- -- 1,646 -- 1,646
Net change in unrealized (depreciation)
appreciation on securities available
for sale............................. -- -- -- 589 589
---- ------ ------ ---- ------
Balance at December 31, 1995........... 843 17,599 244 94 18,780
Net income for 1996.................... -- -- 1,600 -- 1,600
Net change in unrealized (depreciation)
appreciation on securities available
for sale............................. -- -- -- (100) (100)
---- ------ ------ ---- ------
Balance at December 31, 1996........... $843 17,599 1,844 (6) 20,280
==== ====== ====== ==== ======
</TABLE>

See Notes to Consolidated Financial Statements.

F-38
<PAGE> 136

F.F.O. FINANCIAL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 1,600 $ 1,646 $ 440
Adjustments to reconcile net income to net cash provided
by (used in) operations:
Provision (credit) for loan losses...................... 782 477 (1,403)
(Credit) provision for losses on foreclosed real
estate................................................. (1,500) 240 3,410
Net amortization of premiums and discounts.............. 159 (210) (115)
Net gain on sale of premises and equipment.............. -- -- (277)
Net amortization of deferred loan fees.................. (180) 52 (168)
Depreciation of premises and equipment.................. 554 566 597
Net gain on sale of foreclosed real estate.............. (368) (35) (175)
Net realized gain on sales of available-for-sale
securities............................................. (87) (66) --
Net decrease (increase) in trading account securities... 13,496 (16,106) (6,970)
Provision (benefit) for deferred income taxes........... 819 1,012 (276)
Proceeds from sales of loans held for sale.............. 25,745 8,924 9,858
Originations of loans held for sale..................... (13,448) (23,673) (6,311)
Decrease (increase) in accrued interest receivable...... 111 (356) (143)
Increase in other assets................................ (530) (216) (157)
Gain on sale of loans................................... (144) (86) (131)
Unrealized loss on loans held for sale.................. 150 -- --
(Decrease) increase in accrued interest payable......... (26) 123 9
(Decrease) increase in other liabilities and due to
bank................................................... (790) (1,131) 997
-------- -------- --------
Net cash provided by (used in) operating
activities....................................... 26,343 (28,839) (815)
-------- -------- --------
Cash flows from investing activities:
Purchase of available-for-sale securities................. (47,400) (35,104) (19,868)
Purchase of held-to-maturity securities................... -- -- (47,504)
Proceeds from maturities of held-to-maturity securities... -- 12,526 47,129
Proceeds from sale of available-for-sale securities....... 26,673 7,755 --
Proceeds from maturities of available-for-sale
securities.............................................. 10,000 -- --
Principal repayments on available-for-sale securities..... 18,832 746 1,916
Principal repayments on held-to-maturity securities....... 2,343 1,613 --
Net (increase) decrease in loans receivable............... (45,860) (10,512) 1,110
Proceeds from sale of premises and equipment.............. -- -- 524
Net purchases of premises and equipment................... (178) (501) (365)
Proceeds from sale of foreclosed real estate.............. 2,001 7,389 4,123
Payments capitalized to foreclosed real estate............ (131) (43) (7)
Redemption (purchase) of Federal Home Loan Bank stock..... 136 -- (31)
-------- -------- --------
Net cash used in investing activities.............. (33,584) (16,131) (12,973)
-------- -------- --------
Cash flows from financing activities:
Net decrease in demand, savings and NOW deposits.......... (4,505) (6,180) (5,979)
Net increase in time deposits............................. 42,496 44,284 5,693
(Repayments of) proceeds from Federal Home Loan Bank
advances................................................ (23,000) 8,600 1,400
Net proceeds from issuance of common stock................ -- -- 2,400
Net (decrease) increase in advances by borrowers for taxes
and insurance........................................... (211) 126 (109)
-------- -------- --------
Net cash provided by financing activities.......... 14,780 46,830 3,405
-------- -------- --------
Net increase (decrease) in cash and cash equivalents........ 7,539 1,860 (10,383)
Cash and cash equivalents at beginning of year.............. 10,426 8,566 18,949
-------- -------- --------
Cash and cash equivalents at end of year.................... $ 17,965 $ 10,426 $ 8,566
======== ======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
(Refunds received) income tax paid...................... $ (134) $ 550 $ 311
======== ======== ========
Interest................................................ $ 12,049 $ 9,957 $ 7,544
======== ======== ========
Noncash investing and financing activities:
Transfers of loans to foreclosed real estate............ $ 339 $ 46,382 $ 1,447
======== ======== ========
Loans originated for the sale of foreclosed real
estate................................................. $ 2,896 $ 1,527 $ 1,346
======== ======== ========
</TABLE>

See Notes to Consolidated Financial Statements.

F-39
<PAGE> 137

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

F.F.O. Financial Group, Inc. (the "Holding Company" or "F.F.O.") is the
holding company for First Federal Savings and Loan Association of Osceola County
(the "Association"). The Holding Company's operations are limited to ownership
of the Association. The Association is a federally chartered savings and loan
association which conducts business from its headquarters and main office in
Kissimmee, Florida and ten branch offices located in Central Florida. The
Association's deposits are insured by the Federal Deposit Insurance Corporation
("FDIC") up to applicable limits through the Savings Association Insurance Fund
("SAIF").

Principles of Consolidation. The consolidated financial statements include
the accounts of the Holding Company and its wholly-owned subsidiary, First
Federal Savings and Loan Association of Osceola County, and the Association's
wholly-owned subsidiary, Gulf American Financial Corporation. Gulf American
Financial Corporation is currently inactive. All significant intercompany
transactions and balances have been eliminated in consolidation.

General. The accounting and reporting policies of F.F.O. Financial Group,
Inc. and Subsidiaries (together, the "Company") conform to generally accepted
accounting principles and to general practices within the thrift industry. The
following summarizes the significant accounting policies of the Company:

Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Trading Securities. Securities held principally for resale in the near
term are classified as trading account securities and recorded at their fair
values. Unrealized gains and losses on trading account securities are included
immediately in noninterest income.

Securities Held to Maturity. Securities for which the Company has the
positive intent and ability to hold to maturity are reported at cost, adjusted
for premiums and discounts that are recognized in interest income using the
interest method over the period to maturity.

Securities Available for Sale. Available-for-sale securities consist of
securities not classified as trading securities nor as held-to-maturity
securities. Unrealized holding gains and losses, net of tax, on available-for-
sale securities are reported as a separate component of stockholders' equity
until realized.

Gains and losses on the sale of available-for-sale securities are
determined using the specific identification method.

Premiums and discounts are recognized in interest income using the interest
method over the period to maturity.

Loans Held For Sale. Mortgage loans originated and intended for sale in
the secondary market are carried at the lower of cost or estimated market value
in the aggregate. Net unrealized losses are recognized through a valuation
allowance by charges to income.

Loans Receivable. Loans receivable that management has the intent and
ability to hold for the foreseeable future or until maturity or pay-off are
reported at their outstanding principal balance adjusted for any charge-offs,
the allowance for loan losses, and any deferred fees or costs on originated
loans and unamortized premiums or discounts on purchased loans.

F-40
<PAGE> 138

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Discounts and premiums on purchased real estate loans are amortized to
income using the interest method over the remaining period to contractual
maturity, adjusted for anticipated prepayments.

Loan origination fees and certain direct origination costs are capitalized
and recognized as an adjustment of the yield of the related loan.

The accrual of interest on impaired loans is discontinued when, in
management's opinion, the borrower may be unable to meet payments as they become
due. When interest accrual is discontinued, all unpaid accrued interest is
reversed. Interest income is subsequently recognized only to the extent cash
payments are received.

The allowance for loan losses is increased by charges to income and
decreased by charge-offs (net of recoveries). Management's periodic evaluation
of the adequacy of the allowance is based on the Company's past loan loss
experience, known and inherent risks in the portfolio, adverse situations that
may affect the borrower's ability to repay, the estimated value of any
underlying collateral and current economic conditions.

Foreclosed Real Estate. Real estate properties acquired through, or in
lieu of, loan foreclosure are to be sold and are initially recorded at fair
value at the date of foreclosure establishing a new cost basis. After
foreclosure, valuations are periodically performed by management and the real
estate is carried at the lower of carrying amount or fair value less costs to
sell. Revenue and expenses from operations and changes in the valuation
allowance are included in the consolidated statements of income.

Income Taxes. Deferred tax assets and liabilities are reflected at
currently enacted income tax rates applicable to the period in which the
deferred tax assets or liabilities are expected to be realized or settled. As
changes in tax laws or rates are enacted, deferred tax assets and liabilities
are adjusted through the provision for income taxes.

Premises and Equipment. Land is carried at cost. The Company's premises,
furniture and equipment and leasehold improvements are carried at cost, less
accumulated depreciation and amortization computed principally by the
straight-line method.

Off-Balance Sheet Instruments. In the ordinary course of business the
Company has entered into off-balance-sheet financial instruments consisting of
commitments to extend credit. Such financial instruments are recorded in the
financial statements when they are funded or related fees are incurred or
received.

Fair Values of Financial Instruments. The following methods and
assumptions were used by the Company in estimating fair values of financial
instruments:

Cash and Cash Equivalents. The carrying amounts of cash and
short-term instruments approximate their fair value.

Trading Securities. Fair values for trading account securities, which
also are the amounts recognized in the consolidated balance sheets, are
based on quoted market prices, where available. If quoted market prices are
not available, fair values are based on quoted market prices of comparable
instruments.

Available-for-Sale and Held-to-Maturity Securities. Fair values for
available-for-sale and held-to-maturity securities, excluding restricted
equity securities, are based on quoted market prices.

Loans Receivable. For variable rate loans that reprice frequently and
have no significant change in credit risk, fair values are based on
carrying values. Fair values for certain fixed-rate mortgage (e.g. one-
to-four family residential), commercial real estate and commercial loans
are estimated using discounted cash flow analyses, using interest rates
currently being offered for loans with similar terms to borrowers of
similar credit quality.

F-41
<PAGE> 139

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Federal Home Loan Bank Stock. Fair value of the Company's investment
in FHLB stock is based on its redemption value, which is its cost of $100
per share.

Deposits. The fair values disclosed for demand, NOW, money market and
savings deposits are, by definition, equal to the amount payable on demand
at the reporting date (that is, their carrying amounts). Fair values for
fixed-rate certificates of deposit are estimated using a discounted cash
flow calculation that applies interest rates currently being offered on
certificates to a schedule of aggregated expected monthly maturities on
time deposits.

Short-Term Borrowings. The carrying amounts of borrowings maturing
within 90 days approximate their fair values. Fair values of other
borrowings are estimated using discounted cash flow analysis based on the
Company's current incremental borrowing rates for similar types of
borrowing arrangements.

Accrued Interest Receivable. The carrying amounts of accrued interest
receivable approximate their fair values.

Off-Balance-Sheet Instruments. Fair values for off-balance-sheet
lending commitments are based on fees currently charged to enter into
similar agreements, taking into account the remaining terms of the
agreements and the counterparties' credit standing.

Net Income Per Share. Net income per share of common stock has been
computed on the basis of the weighted average number of shares of common
stock outstanding.

Reclassifications. Certain reclassifications have been made to the
financial statements for 1994 and 1995 to conform to the presentations used
in the financial statements for 1996.

Future Accounting Requirements. The Financial Accounting Standards
Board (the "FASB") has issued Statement of Financial Accounting Standards
No. 125 ("SFAS 125"). This Statement provides accounting and reporting
standards for transfers and servicing of financial assets as well as
extinguishments of liabilities. This Statement also provides consistent
standards for distinguishing transfers of financial assets that are sales
from transfers that are secured borrowings. SFAS 125 is effective for
transfers and servicing of financial assets as well as extinguishments of
liabilities occurring after December 31, 1996. Management does not
anticipate SFAS 125 will have a material impact on the Company.

F-42
<PAGE> 140

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(2) SECURITIES

Securities have been classified in the consolidated balance sheets
according to management's intent. The carrying amounts of securities and their
approximate fair values at December 31, were as follows (in thousands):

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -------
<S> <C> <C> <C> <C>
TRADING SECURITIES:
December 31, 1996:
Agency notes and debentures.................... $ 4,000 $ 32 $ -- $ 4,032
Collateralized mortgage-backed obligations..... 5,554 -- (6) 5,548
------- ---- ----- -------
$ 9,554 $ 32 $ (6) $ 9,580
======= ==== ===== =======
December 31, 1995:
Agency notes and debentures.................... $ 9,359 $ 42 $ -- $ 9,401
Collateralized mortgage-backed obligations..... 13,616 59 -- 13,675
------- ---- ----- -------
$22,975 $101 $ -- $23,076
======= ==== ===== =======
SECURITIES AVAILABLE FOR SALE:
December 31, 1996:
Mortgage-backed securities..................... $41,455 $108 $(118) $41,445
------- ---- ----- -------
December 31, 1995:
U.S. Treasury notes............................ 9,996 23 -- 10,019
Mortgage-backed securities..................... 39,686 127 -- 39,813
------- ---- ----- -------
$49,682 $150 $ -- $49,832
======= ==== ===== =======
SECURITIES HELD TO MATURITY:
December 31, 1996:
Mortgage-backed securities..................... $15,343 $218 $ (47) $15,514
======= ==== ===== =======
December 31, 1995:
Mortgage-backed securities..................... $17,636 $204 $ -- $17,840
======= ==== ===== =======
</TABLE>

Gross realized gains and gross realized losses on sales of
available-for-sale securities were $141,000 and $54,000, respectively in 1996
and $75,000 and $9,000, respectively in 1995. There were no sales of available-
for-sale securities during the year ended December 31, 1994.

Net unrealized holding gains on trading securities of $26,000, $101,000 and
$76,000 were included in income during 1996, 1995 and 1994, respectively.

The Board of Directors has authorized the Company to purchase and sell,
from time to time, securities through third parties including through William R.
Hough & Co. ("WRHC"), an investment banking firm headquartered in St.
Petersburg, Florida. Mr. Hough (a director and principal shareholder of the
Company) is Chairman and principal shareholder of WRHC. During the years ended
December 31, 1996, 1995 and 1994, the Company purchased approximately $53.3
million, $69.5 million and $30.5 million of securities through WRHC,
respectively. During the years ended December 31, 1996 and 1995, the Company
sold approximately $46.0 million and $19.7 million of securities through WRHC,
respectively. No securities were sold through WRHC in 1994. In connection with
such transactions, the Company paid WRHC an aggregate of $118,000, $92,000 and
$20,000 in commissions during the years ended December 31, 1996, 1995 and 1994,
respectively.

F-43
<PAGE> 141

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(3) LOANS RECEIVABLE

The components of loans in the consolidated balance sheets were as follows
(in thousands):

<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------
1996 1995
-------- --------
<S> <C> <C>
Mortgage Loans:
Conventional 1-4 family residential....................... $112,827 78,680
FHA and VA single family residential...................... 10,131 11,529
Multifamily residential................................... 19,778 18,576
Land...................................................... 8,279 6,476
Other nonresidential real estate.......................... 34,138 26,927
Construction residential.................................. 14,166 10,288
Construction nonresidential............................... 990 --
-------- --------
Total mortgage loans.............................. 200,309 152,476
-------- --------
Other Loans:
Deposit account loans..................................... 957 868
Credit card loans......................................... 594 2,637
Consumer loans............................................ 20,537 13,717
SBA loans................................................. 3,009 3,633
Home improvement loans.................................... 55 76
-------- --------
Total other loans................................. 25,152 20,931
-------- --------
Total loans....................................... 225,461 173,407
-------- --------
Deduct:
Undisbursed portion of loans in process................... (10,824) (6,880)
Deferred net loan origination fees and discounts.......... (19) (199)
Allowance for loan losses................................. (5,613) (5,138)
-------- --------
Total deductions.................................. (16,456) (12,217)
-------- --------
Loans receivable, net............................. $209,005 161,190
======== ========
</TABLE>

An analysis of the change in the allowance for loan losses was as follows
(in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1996 1995 1994
------ ------- -------
<S> <C> <C> <C>
Balance at January 1..................................... $5,138 $ 8,207 $ 9,333
Loans charged-off, net of recoveries..................... (307) (3,546) (260)
Provision (credit) for loan losses....................... 782 477 (1,403)
Reclassification due to adoption of SFAS 114 and 118..... -- -- 537
------ ------- -------
Balance at December 31................................... $5,613 $ 5,138 $ 8,207
====== ======= =======
</TABLE>

The amounts of impaired loans, all of which were collateral-dependent, were
as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1996 1995
------- -------
<S> <C> <C>
Loans identified as impaired:
Gross loans with related allowances for losses recorded... $ 8,256 $ 6,380
Less: Allowances on these loans........................... (1,766) (1,537)
------- -------
Net investment in impaired loans............................ $ 6,490 $ 4,843
======= =======
</TABLE>

F-44
<PAGE> 142

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The average net investment in impaired loans and interest income recognized
and received on impaired loans were as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Average investment in impaired loans..................... $6,175 $5,037 $7,259
====== ====== ======
Interest income recognized on impaired loans............. $ 521 $ 337 $ 307
====== ====== ======
Interest income received on impaired loans............... $ 521 $ 337 $ 307
====== ====== ======
</TABLE>

Nonaccrual and renegotiated loans for which interest has been reduced
totalled approximately $8.9 million, $7.6 million and $13.8 million at December
31, 1996, 1995 and 1994, respectively. Interest income that would have been
recorded under the original terms of such loans and the interest income actually
recognized are summarized below (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1996 1995 1994
----- ----- -----
<S> <C> <C> <C>
Interest income that would have been recorded............... $863 742 971
Interest income recognized.................................. (340) (342) (383)
---- ---- ----
Interest income foregone.................................... $523 400 588
==== ==== ====
</TABLE>

The Company is not committed to lend additional funds to debtors whose
loans have been modified.

(4) LOAN SERVICING

Mortgage loans serviced for others are not included in the accompanying
consolidated balance sheets. The unpaid principal balances of mortgage loans
serviced for others was $103.6 million, $89.6 million and $101.2 million at
December 31, 1996, 1995 and 1994, respectively.

Custodial escrow balances maintained in connection with the foregoing loan
servicing are included in advance payments by borrowers for taxes and insurance,
and were approximately $494,000 and $498,000 at December 31, 1996 and 1995,
respectively.

(5) FORECLOSED REAL ESTATE

Activity in the allowance for losses on foreclosed real estate was as
follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Balance at January 1..................................... $1,124 2,873 62
(Credit) provision charged to operations................. (1,500) 240 3,410
Recoveries (charge-offs), net............................ 534 (1,989) (62)
158 1,124 3,410
Reclassification due to adoption of SFAS 114 and 118..... -- -- (537)
------ ------ ------
Balance at December 31................................... $ 158 1,124 2,873
====== ====== ======
</TABLE>

Gain or loss on foreclosed real estate for the years ended December 31,
1996, 1995 and 1994 includes net expense of $50,000, $408,000 and $549,000,
respectively, from operation of foreclosed real estate.

F-45
<PAGE> 143

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(6) PREMISES AND EQUIPMENT

Components of premises and equipment were as follows (in thousands):

<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------
1996 1995
------- -------
<S> <C> <C>
Cost:
Land...................................................... $ 1,298 $ 1,298
Premises and leasehold improvements....................... 5,154 5,207
Furniture and equipment................................... 5,263 5,772
------- -------
Total cost........................................ 11,715 12,277
Less accumulated depreciation............................. (6,391) (6,577)
------- -------
Total............................................. $ 5,324 $ 5,700
======= =======
</TABLE>

At December 31, 1996, the Company was obligated under noncancelable
operating leases for office space. Certain leases contain escalation clauses
providing for increased rentals based primarily on increases in real estate
taxes or in the average consumer price index. Net rent expense under operating
leases, included in occupancy expense, was approximately $378,000, $363,000 and
$341,000 for the years ended December 31, 1996, 1995 and 1994, respectively.

At December 31, 1996, future minimum rental commitments under
noncancellable leases were as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31, AMOUNT
- ------------------------------------------------------------ ------
<S> <C>
1997...................................................... $ 364
1998...................................................... 309
1999...................................................... 229
2000...................................................... 54
2001...................................................... 54
Thereafter................................................ 126
------
Total............................................. $1,136
======
</TABLE>

(7) ACCRUED INTEREST RECEIVABLE

Accrued interest receivable is summarized as follows (in thousands):

<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------
1996 1995
------ ------
<S> <C> <C>
Loans....................................................... $1,279 $1,164
Securities.................................................. 431 657
------ ------
Total............................................. $1,710 $1,821
====== ======
</TABLE>

(8) DEPOSITS

The aggregate amount of short-term jumbo certificates of deposit, each with
a minimum denomination of $100,000, was approximately $13.2 million and $14.2
million at December 31, 1996 and 1995, respectively.

F-46
<PAGE> 144

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1996, the scheduled maturities of certificates of deposit
were as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31, AMOUNT
- ------------------------------------------------------------ --------
<S> <C>
1997...................................................... $132,990
1998...................................................... 53,346
1999...................................................... 13,834
2000...................................................... 11,962
2001 and thereafter....................................... 2,511
--------
Total............................................. $214,643
========
</TABLE>

(9) ADVANCES FROM FEDERAL HOME LOAN BANK

Maturities and interest rates of advances from the Federal Home Loan Bank
of Atlanta ("FHLB") were as follows (dollars in thousands):

<TABLE>
<CAPTION>
AT DECEMBER 31,
YEAR ENDING INTEREST ----------------
DECEMBER 31, RATE 1996 1995
- ------------------------------------------------------------ -------- ------ -------
<S> <C> <C> <C>
1996...................................................... 5.85% $ -- $30,000
1997...................................................... 6.95 7,000 --
---- ------ -------
Total............................................. % $7,000 $30,000
==== ====== =======
</TABLE>

At December 31, 1996, the Association was required by its collateral
agreement with the FHLB to maintain qualifying first mortgage loans in an amount
equal to at least 150% of the FHLB advances outstanding at December 31, 1996 as
collateral. The Association's FHLB stock is also pledged as collateral for such
advances. The FHLB advances outstanding at December 31, 1995 were collateralized
by certain securities with a book value of $32.2 million and a market value of
$32.6 million as allowed by the Association's collateral agreement with the
FHLB. The Association's FHLB stock was also pledged as collateral for those
advances while outstanding.

(10) INCOME TAXES

The provision (credit) for income taxes is summarized as follows (in
thousands):

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- -----
<S> <C> <C> <C>
Year Ended December 31, 1996:
Federal................................................... $ (16) $ 695 $679
State..................................................... -- 124 124
----- ------ ----
Total............................................. $ (16) $ 819 $803
===== ====== ====
Year Ended December 31, 1995:
Federal................................................... $(371) $ 864 $493
State..................................................... -- 148 148
----- ------ ----
Total............................................. $(371) $1,012 $641
===== ====== ====
Year Ended December 31, 1994:
Federal................................................... $ 435 $ (236) $199
State..................................................... 75 (40) 35
----- ------ ----
Total............................................. $ 510 $ (276) $234
===== ====== ====
</TABLE>

F-47
<PAGE> 145

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The effective tax rate on income before income taxes differs from the U.S.
statutory rate of 34%. The following summary reconciles taxes at the U.S.
statutory rate with the effective rates (dollars in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------
1996 1995 1994
------------- ------------- -------------
AMOUNT % AMOUNT % AMOUNT %
------ ---- ------ ---- ------ ----
<S> <C> <C> <C> <C> <C> <C>
Taxes on income at U.S. statutory rate....... $ 817 34.0% $ 777 34.0% $229 34.0%
State income taxes, net of federal tax
benefit.................................... 87 3.6 82 3.6 24 3.6
Recomputed bad-debt reserve.................. -- -- (178) (7.8) -- --
Other -- net................................. (101) (4.2) (40) (1.8) (19) (2.8)
----- ---- ----- ---- ---- ----
Taxes on income at effective rates........... $ 803 33.4% $ 641 28.0% $234 34.7%
===== ==== ===== ==== ==== ====
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities related to the following (in
thousands):

<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------
1996 1995
------ ------
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses................................. $1,454 $1,516
Allowance for losses on foreclosed real estate............ 59 423
Accrued pension expense................................... -- 141
Charitable contributions.................................. 4 --
Net operating loss carryforwards.......................... 1,601 2,149
Alternative minimum tax credit carryforwards.............. 121 122
Unrealized depreciation on securities available for
sale................................................... 4 --
------ ------
Total gross deferred tax assets................... 3,243 4,351
------ ------
Deferred tax liabilities:
Deferred loan fees........................................ 1,504 1,711
Federal Home Loan Bank stock.............................. 226 239
Accumulated depreciation on premises and equipment........ 23 66
Unrealized appreciation on securities available for
sale................................................... -- 56
Other..................................................... -- 30
------ ------
Total gross deferred tax liabilities.............. 1,753 2,102
------ ------
Deferred tax asset........................................ $1,490 $2,249
====== ======
</TABLE>

With respect to the net deferred tax asset of $1.5 million at December 31,
1996, management believes that it is more likely than not that the Company will
have sufficient future taxable income to recover this asset. However, for
purposes of calculating regulatory capital, Office of Thrift Supervision ("OTS")
regulations limit the amount of deferred tax assets that can be included in
regulatory capital to the lesser of (i) 10% of Tier 1 capital or (ii) the amount
the Association expects to realize within the subsequent twelve-month period.
OTS guidelines require the Association to recalculate this capital component on
a quarterly basis.

F-48
<PAGE> 146

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1996, the Company's net operating loss carryforwards for
federal income tax purposes which are available to offset future federal taxable
income were as follows (in thousands):

<TABLE>
<CAPTION>
YEAR OF
EXPIRATION AMOUNT
- ------------------------------------------------------------ ------
<S> <C>
2007...................................................... $1,324
2008...................................................... 1,826
2010...................................................... 980
------
Total............................................. $4,130
======
</TABLE>

Net operating loss carryforwards of $3,150,000 included above are subject
to an annual limitation of $268,000 due to section 382 of the Internal Revenue
Code. In addition, the Company has alternative minimum tax credit carryforwards
of approximately $121,000 which are available to reduce future federal regular
income taxes over an indefinite period.

(11) PENSION AND PROFIT SHARING PLANS

Prior to 1996, the Company had a noncontributory defined benefit pension
plan ("Plan") covering all employees who meet certain eligibility requirements.
It was the Company's policy to fund the maximum amount that could be deducted
for federal income tax purposes. Prior to 1992, the Company periodically made
contributions to a profit sharing plan covering all full-time employees in
amounts determined by the Board of Directors. No contributions were made to the
Plan during any of the years in the three-year period ended December 31, 1995.
During 1994, the Company decided to terminate the pension and profit sharing
plans effective December 31, 1994 and ceased accrual of benefits as of that
date. The Company submitted plan termination documents, which were subsequently
approved, to the Internal Revenue Service ("IRS") and the Pension Benefit
Guarantee Corporation for the Plan, and to the IRS for the profit sharing plan.
Distributions from the plans were made during January and February of 1996.

The following table sets forth the Plan's status as of December 31, 1995
(in thousands):

<TABLE>
<CAPTION>
AT DECEMBER 31,
1995
---------------
<S> <C>
Actuarial present value of accumulated benefit obligation,
including vested benefits of $1,626....................... $ 1,626
=======
Accrued pension liability:
Projected benefit obligation for service rendered to
date................................................... $(1,626)
Plan assets at fair value................................. $ 1,264
=======
Plan assets less than projected benefit obligation........ $ (362)
Unrecognized net loss..................................... 450
Unrecognized net asset being amortized over 15 years...... (388)
-------
Accrued pension liability included in other liabilities..... $ (300)
=======
</TABLE>

F-49
<PAGE> 147

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Net periodic pension costs under the Plan prior to 1996 were as follows (in
thousands):

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------
1995 1994
----- ----
<S> <C> <C>
Service cost-benefits earned during the year................ $ -- $150
Interest cost of projected benefit obligation............... 75 79
Actual return on plan assets................................ 173 (82)
Net amortization and deferral adjustments................... (324) (96)
----- ----
Net periodic pension costs.................................. $ (76) $ 51
===== ====
</TABLE>

Disclosure assumptions used in accounting for the Plan as of December 31,
1995 and 1994 were as follows:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Weighted average discount rate.............................. 4.5% 5.0%
Rate of increase in compensation levels..................... N/A 6.0
Expected long-term rate of return on assets................. 6.0 6.0
</TABLE>

In connection with the plan terminations, the Company adopted a new defined
contribution profit sharing 401(k) plan (the "401(k) Plan") effective January 1,
1995. All employees who meet certain eligibility requirements are covered under
the 401(k) Plan. Under the 401(k) Plan, an employee may elect to contribute up
to 15% of their annual compensation. Employer contributions to the 401(k) Plan
are made at the discretion of the Board of Directors. Contributions to the
401(k) Plan for the years ended December 31, 1996 and 1995 were $78,000 and
$49,000, respectively.

(12) FINANCIAL INSTRUMENTS

The Company is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its customers
and to reduce its own exposure to fluctuations in interest rates. These
financial instruments are commitments to extend credit and may involve, to
varying degrees, elements of credit and interest-rate risk in excess of the
amount recognized in the consolidated balance sheets. The contract amounts of
these instruments reflect the extent of involvement the Company has in these
financial instruments.

The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit is
represented by the contractual amount of those instruments. The Company uses the
same credit policies in making commitments as it does for on-balance-sheet
instruments.

Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since some of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Company evaluates each customer's credit
worthiness on a case-by-case basis. The amount of collateral obtained by the
Company upon extension of credit is based on management's credit evaluation of
the counterparty.

F-50
<PAGE> 148

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The estimated fair values of the Company's financial instruments were as
follows (in thousands):

<TABLE>
<CAPTION>
AT DECEMBER 31, 1996 AT DECEMBER 31, 1995
--------------------- ---------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Financial Assets:
Cash and cash equivalents................. $ 17,965 17,965 10,426 10,426
Trading securities........................ 9,580 9,580 23,076 23,076
Securities available for sale............. 41,445 41,445 49,832 49,832
Securities held to maturity............... 15,343 15,514 17,636 17,840
Loans receivable.......................... 209,005 209,354 161,190 163,660
Loans held for sale....................... 10,462 10,462 22,765 22,765
Accrued interest receivable............... 1,710 1,710 1,821 1,821
Federal Home Loan Bank stock.............. 2,378 2,378 2,514 2,514
Financial Liabilities:
Deposits.................................. 286,927 289,326 248,936 251,116
Advances from Federal Home Loan Bank...... 7,000 7,000 30,000 30,000
</TABLE>

The notional amount, which approximates fair value, of the Company's
financial instruments with off-balance-sheet risk at December 31, 1996, was as
follows (in thousands):

<TABLE>
<CAPTION>
NOTIONAL
AMOUNT
--------
<S> <C>
Commitments to extend credit................................ $5,062
</TABLE>

(13) SIGNIFICANT GROUP CONCENTRATION OF CREDIT RISK

The Company grants real estate, commercial and consumer loans to customers
primarily in the State of Florida with the majority of such loans in the Central
Florida area. Therefore, the Company's exposure to credit risk is significantly
affected by changes in the economy of the Central Florida area.

The contractual amounts of credit related financial instruments such as
commitments to extend credit represent the amounts of potential accounting loss
should the contract be fully drawn upon, the customer default and the value of
any existing collateral become worthless.

(14) RELATED PARTIES

Loans to directors and officers of the Company, which were made at market
rates, were made in the ordinary course of business and did not involve more
than normal risk of collectibility or present other unfavorable features.
Activity in loans to directors and officers were as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------
1996 1995
----- -----
<S> <C> <C>
Beginning balance........................................... $793 867
Amounts related to new officers and directors............... 15 7
Loans originated............................................ -- 7
Principal repayments........................................ (35) (88)
---- ----
Ending balance.................................... $773 793
==== ====
</TABLE>

F-51
<PAGE> 149

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(15) COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company has various outstanding
commitments and contingent liabilities that are not reflected in the
accompanying consolidated financial statements. In addition, the Company is a
defendant in certain claims and legal actions arising in the ordinary course of
business. In the opinion of management, after consultation with legal counsel,
the ultimate disposition of these matters is not expected to have a material
adverse effect on the consolidated balance sheets of the Company.

(16) RESTRICTIONS ON RETAINED EARNINGS

The Association is subject to certain restrictions on the amount of
dividends that it may declare without prior regulatory approval. At December 31,
1996, the Association was a Tier 2 institution for purposes of the regulations
relating to capital distributions; as such, the Association may make capital
distributions of up to 75% of its net income over the most recent four-quarter
period (depending on its risk-based capital level) without prior regulatory
approval.

(17) REGULATORY MATTERS

The Association is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory-and possibly additional
discretionary-actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Association must meet specific capital guidelines that involve quantitative
measures of the Association's assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices. The Association's
capital amounts and classification are also subject to qualitative judgements by
the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Association to maintain minimum amounts (set forth in the following
table) of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined). Management believes, as of December 31, 1996,
that the Association meets all capital adequacy requirements to which it is
subject.

As of December 31, 1996, the most recent notification from the OTS
categorized the Association as well capitalized under the regulatory framework
for prompt corrective action. To be categorized as well capitalized the
Association must maintain minimum Tier I (core), Tier I (risk-based) and total
risk-based capital ratios as set forth below. There are no conditions or events
since that notification that management believes have changed the Association's
category.

F-52
<PAGE> 150

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Association's actual capital amounts and ratios at December 31, 1996
were as follows (dollars in thousands):

<TABLE>
<CAPTION>
TO BE WELL
MINIMUM FOR CAPITALIZED
CAPITAL ADEQUACY CORRECTIVE ACTION
ACTUAL PURPOSES PROVISIONS
---------------- ---------------- ------------------
RATIO AMOUNT RATIO AMOUNT RATIO AMOUNT
----- -------- ----- -------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Stockholders' equity, and ratio
to total assets................ 6.4% $ 20,167
Less -- nonincludable portion of
deferred tax asset and mortgage
servicing rights............... (1,401)
Add back -- unrealized
depreciation on
available-for-sale
securities..................... 6
--------
Tangible capital, and ratio to
adjusted total assets.......... 5.9 $ 18,772 1.5% $ 4,734
======== ========
Tier 1 (core) capital, and ratio
to adjusted total assets....... 5.9 $ 18,772 3.0 $ 9,469 5.0% $ 15,782
======== ======== ========
Tier 1 capital, and ratio to
risk-weighted assets........... 11.1 $ 18,772 4.0 $ 6,786 6.0 $ 10,179
======== ======== ========
Tier 2 capital (excess allowance
for loan losses)............... $ 2,154
--------
Total risk-based
capital, and ratio to
risk-weighted
assets............... 12.3 $ 20,926 8.0 $ 13,572 10.0 $ 16,965
======== ======== ========
Total assets........... $317,024
========
Adjusted total assets............ $315,630
========
Risk-weighted assets............. $169,647
========
</TABLE>

On September 30, 1996, legislation was enacted which, among other things,
imposed a special one-time assessment on SAIF member institutions, including the
Association, to recapitalize the SAIF and spread the obligations for payments of
Financing Corporation ("FICO") bonds across all SAIF and Bank Insurance Fund
("BIF") members. That legislation eliminated the substantial disparity between
the amount that BIF and SAIF members had been paying for deposit insurance
premiums. The FDIC special assessment levied amounted to 65.7 basis points on
SAIF assessable deposits held as of March 31, 1995. The special assessment was
recognized in the third quarter and is tax deductible. The Association recorded
a charge of $1.5 million before taxes as a result of the FDIC special
assessment.

Beginning on January 1, 1997, BIF members will pay a portion of the FICO
payment equal to 1.3 basis points on BIF-insured deposits, compared to 6.48
basis points payable by SAIF members on SAIF-insured deposits, and will pay a
pro rata share of the FICO payment on the earlier of January 1, 2000 or the date
upon which the last savings association, such as the Association, ceases to
exist. The legislation also requires BIF and SAIF to be merged by January 1,
1999 provided that subsequent legislation is adopted to eliminate the savings
association charter and no savings associations remain as of that time.

The FDIC recently lowered SAIF assessments to a range comparable to those
of BIF members, however, SAIF members will continue to pay the higher FICO
payments described above. Management cannot predict

F-53
<PAGE> 151

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the level of FDIC insurance assessments on an ongoing basis or whether the BIF
and SAIF will eventually be merged.

(18) STOCK OPTION PLAN

In 1988, the Company adopted a stock option program (the "Program") for the
benefit of its directors, officers and other selected key employees of the
Company. Four kinds of rights are contained in the program and are available for
grant: incentive stock options (options to purchase common stock, granted to
officers and key employees), compensatory stock options (options to purchase
common stock, granted to directors), stock appreciation rights and performance
share awards. A total of 241,500 shares of common stock were reserved for
issuance pursuant to the exercise of stock options under the Program. As of
December 31, 1996, the Company had granted incentive stock options and
compensatory stock options as discussed in more detail below. No stock
appreciation rights or performance share awards have been issued to date. The
Program provides that incentive stock options and compensatory stock options are
granted to purchase stock at the market value of the stock at the date of the
grant; such grants are exercisable immediately for compensatory stock options,
and ratably over a three-year period for incentive stock options. All stock
options expire at the earlier of ten years from the date of the grant, or three
months after the director, officer or employee ceases employment with the
Company.

During 1996, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"). SFAS 123 applies to stock-based compensation under the Company's Program.
As allowed by SFAS 123, the Company elected to continue to measure compensation
cost for the options or shares granted under the Program using the intrinsic
value method of accounting prescribed by APB Opinion No. 25, "Accounting for
Stock Issued to Employees." Under that accounting method, the Company recorded
no compensation expense related to the Program during the years ended December
31, 1996, 1995 and 1994.

During the years ended December 31, 1996 and 1995, 47,000 and 52,100
options were granted under the Program. If compensation cost for the Program had
been determined based on the fair value of the awards at the grant date, using
the fair value method defined in SFAS 123, the Company's net income and net
income per share for 1996 and 1995 would not have been materially reduced.

The stock option transactions were as follows:

<TABLE>
<CAPTION>
INCENTIVE COMPENSATORY
STOCK OPTIONS STOCK OPTIONS
----------------------- ---------------------
OPTION PRICE OPTION PRICE
SHARES PER SHARE SHARES PER SHARE
------- ------------- ------ ------------
<S> <C> <C> <C> <C>
Outstanding, December 31, 1993............ 133,125 $2.13 15,813 $2.13
Granted................................... 10,000 2.13 -- --
------- ------
Outstanding, December 31, 1994............ 143,125 2.13 15,813 2.13
Granted................................... 52,100 2.25 -- --
Cancelled or expired...................... (10,000) 2.13 (2,875) 2.13
------- ------
Outstanding, December 31, 1995............ 185,225 $2.13 - 2.25 12,938 2.13
Granted................................... 47,000 2.75 --
Cancelled or expired...................... (37,600) 2.13 - 2.25 (4,313) 2.13
------- ------
Outstanding, December 31, 1996............ 194,625 2.13 - 2.75 8,625 2.13
======= ======
</TABLE>

At December 31, 1996, the weighted-average option price per share for the
incentive stock options was $2.30 and for the compensatory stock options was
$2.13. The weighted- average option price per share of all

F-54
<PAGE> 152

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

options under the Program at December 31, 1996 was $2.29. Of the total incentive
stock options outstanding at December 31, 1996, 1995 and 1994, 114,624, 82,083
and 44,375, respectively, were exercisable.

(19) PARENT COMPANY ONLY FINANCIAL STATEMENTS

Condensed financial statements of the Holding Company are presented below.
Amounts shown as investment in wholly-owned subsidiaries and equity in earnings
of subsidiaries are eliminated in consolidation (in thousands):

CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------
1996 1995
------- -------
<S> <C> <C>
ASSETS
Cash, deposited with subsidiary............................. $ 113 $ 117
Investment in wholly-owned subsidiaries..................... 20,167 18,663
------- -------
Total............................................. $20,280 $18,780
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities................................................. $ -- $ --
Stockholders' equity........................................ 20,280 18,780
------- -------
Total............................................. $20,280 $18,780
======= =======
</TABLE>

CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1996 1995 1994
------- ------- -----
<S> <C> <C> <C>
Income:
Equity in undistributed earnings of subsidiaries.......... $1,604 $1,591 $379
Other income.............................................. 120 120 120
Expense..................................................... (124) (65) (59)
------ ------ ----
Net income.................................................. $1,600 $1,646 $440
====== ====== ====
</TABLE>

F-55
<PAGE> 153

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net earnings............................................ $ 1,600 $ 1,646 $ 440
Adjustments to reconcile net earnings to net cash (used
in) provided by operations:
Equity in earnings of subsidiaries................... (1,604) (1,591) (379)
------- ------- -------
Net cash (used in) provided by operating
activities.................................... (4) 55 61
------- ------- -------
Cash Flows from Financing Activities:
Proceeds from sale of common stock...................... -- -- 2,400
Investment in subsidiary................................ -- -- (2,400)
------- ------- -------
Net cash provided by financing activities....... -- -- --
------- ------- -------
Net (decrease) increase in cash........................... (4) 55 61
Cash at beginning of year................................. 117 62 1
------- ------- -------
Cash at end of year....................................... $ 113 $ 117 $ 62
======= ======= =======
</TABLE>

(20) QUARTERLY FINANCIAL DATA (UNAUDITED)

The following tables present summarized quarterly data (dollars in
thousands, except per share amounts):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
-----------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER TOTAL
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Interest income.............................. $5,466 $5,398 $5,340 $5,793 $21,997
Interest expense............................. 3,140 2,942 2,824 3,117 12,023
------ ------ ------ ------ -------
Net interest income.......................... 2,326 2,456 2,516 2,676 9,974
Provision for loan losses.................... 150 -- 7 625 782
------ ------ ------ ------ -------
Net interest income after provision for loan
losses..................................... 2,176 2,456 2,509 2,051 9,192
Noninterest income........................... 304 563 535 985 2,387
Noninterest expenses......................... 2,391 2,187 3,771 827 9,176
------ ------ ------ ------ -------
Income (loss) before income taxes............ 89 832 (727) 2,209 2,403
Provision (credit) for income taxes.......... 33 310 (270) 730 803
------ ------ ------ ------ -------
Net income (loss)............................ $ 56 $ 522 $ (457) $1,479 $ 1,600
====== ====== ====== ====== =======
Income (loss) per share...................... $ .01 $ .06 $ (.05) $ .17 $ .19
====== ====== ====== ====== =======
</TABLE>

F-56
<PAGE> 154

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
-----------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER TOTAL
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Interest income.............................. $4,978 $4,780 $4,897 $5,075 $19,730
Interest expense............................. 2,259 2,477 2,616 2,759 10,111
------ ------ ------ ------ -------
Net interest income.......................... 2,719 2,303 2,281 2,316 9,619
Provision for loan losses.................... 141 30 154 152 477
------ ------ ------ ------ -------
Net interest income after provision for loan
losses..................................... 2,578 2,273 2,127 2,164 9,142
Noninterest income........................... 663 665 604 670 2,602
Noninterest expenses......................... 2,530 2,428 2,182 2,317 9,457
------ ------ ------ ------ -------
Income before income taxes................... 711 510 549 517 2,287
Provision for income taxes................... 250 174 190 27 641
------ ------ ------ ------ -------
Net income................................... 461 336 359 490 1,646
------ ------ ------ ------ -------
Income per share............................. $ .05 $ .04 $ .05 $ .06 $ .20
====== ====== ====== ====== =======
</TABLE>

(21) SUBSEQUENT EVENT -- PENDING MERGER

On March 10, 1997, the Holding Company executed a Letter of Intent to merge
with Republic Bancshares, Inc. ("Republic"). Under the terms of the Letter of
Intent, Republic will exchange shares of its common stock for all of the
outstanding shares of F.F.O.'s common stock at an exchange ratio of .29 share of
Republic common stock for each share of F.F.O. common stock. The exchange ratio
may be adjusted for decreases in Republic's stock price, but in no event will
the exchange ratio exceed .30 share of Republic common stock for each share of
F.F.O. common stock. F.F.O. has the right to terminate the transaction if
Republic's stock price is less than $13.50 shortly before closing. Outstanding
options for F.F.O.'s common stock will be converted into options for Republic
common stock on the same terms. The transaction is expected to be completed in
1997, and is to be accounted for as a corporate reorganization under which the
controlling shareholder's interest in F.F.O. will be carried forward at its
historical cost while the minority interest in F.F.O. will be recorded at fair
value. The proposed merger is subject to completion of a definitive agreement,
approval by the respective shareholders of F.F.O. and Republic, and approval by
applicable regulatory authorities. Upon completion of the proposed merger, the
then-outstanding options under the Company's stock option program (see Note 18)
will become immediately exercisable.

F-57
<PAGE> 155

F.F.O. FINANCIAL GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
AT AT
MARCH 31, DECEMBER 31,
1997 1996
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and due from banks..................................... $ 6,491 $ 6,300
Interest-bearing deposits with banks........................ 7,688 11,665
Federal funds sold.......................................... 764 --
-------- --------
Cash and cash equivalents......................... 14,943 17,965
Trading securities.......................................... 13,169 9,580
Securities available for sale............................... 43,713 41,445
Securities held to maturity, at cost........................ 14,702 15,343
Loans held for sale, at lower of cost or market value....... 4,573 10,462
Loans receivable, net....................................... 215,926 209,005
Accrued interest receivable................................. 1,972 1,710
Premises and equipment...................................... 5,268 5,324
Restricted securities -- Federal Home Loan Bank stock, at
cost...................................................... 2,378 2,378
Foreclosed real estate, net................................. 1,425 799
Deferred tax asset.......................................... 1,576 1,490
Other assets................................................ 386 1,448
-------- --------
Total assets...................................... $320,031 316,949
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Demand deposits........................................... $ 16,597 $ 14,303
Savings and NOW deposits.................................. 58,060 57,981
Time deposits............................................. 211,015 214,643
-------- --------
Total deposits.................................... 285,672 286,927
Accrued interest on deposits................................ 217 256
Due to bank................................................. 988 424
Current income tax liability................................ 351 --
Advances from Federal Home Loan Bank........................ 9,000 7,000
Advance payments by borrowers for taxes and insurance....... 1,419 608
Other liabilities........................................... 1,624 1,454
-------- --------
Total liabilities................................. 299,271 296,669
-------- --------
Stockholders' equity:
Preferred stock........................................... -- --
Common stock.............................................. 845 843
Additional paid-in capital................................ 17,633 17,599
Retained income........................................... 2,431 1,844
Net unrealized depreciation on securities available for
sale................................................... (149) (6)
-------- --------
Total stockholders' equity........................ 20,760 20,280
-------- --------
Total liabilities and stockholders' equity........ $320,031 316,949
======== ========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-58
<PAGE> 156

F.F.O. FINANCIAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1997 1996
---------- ---------
(UNAUDITED)
<S> <C> <C>
Interest income:
Loans receivable.......................................... $ 4,591 4,018
Securities available for sale............................. 619 593
Securities held to maturity............................... 237 251
Trading securities........................................ 269 510
Federal funds sold........................................ 27 19
Deposits with banks....................................... 64 75
---------- ---------
Total interest income............................. 5,807 5,466
---------- ---------
Interest expense:
Deposits.................................................. 3,163 2,897
Other borrowed funds...................................... 10 243
---------- ---------
Total interest expense............................ 3,173 3,140
---------- ---------
Net interest income......................................... 2,634 2,326
Provision for loan losses................................... -- 150
---------- ---------
Net interest income after provision for loan
losses.......................................... 2,634 2,176
---------- ---------
Noninterest income:
Service charges on deposits............................... 328 323
Loan related fees and service charges..................... 122 117
Loan servicing fees....................................... 83 68
Net trading account losses................................ (138) (178)
Unrealized gain (loss) on loans held for sale............. 84 (111)
Net gain on sale of loans................................. 54 43
Other income.............................................. 68 42
---------- ---------
Total noninterest income.......................... 601 304
---------- ---------
Noninterest expenses:
Salaries and employee benefits............................ 1,021 1,016
Occupancy expense......................................... 478 467
Loss on foreclosed real estate............................ 34 33
Deposit insurance premium................................. 63 173
Marketing and advertising................................. 111 132
Data processing........................................... 179 151
Printing and office supplies.............................. 73 78
Telephone expense......................................... 66 71
Other expense............................................. 272 270
---------- ---------
Total noninterest expenses........................ 2,297 2,391
---------- ---------
Income before income taxes.................................. 938 89
Income tax expense.......................................... 351 33
---------- ---------
Net income.................................................. $ 587 $ 56
========== =========
Net income per share of common stock........................ $ .07 $ .01
========== =========
Dividends per share......................................... $ -- $ --
========== =========
Weighted average number of shares outstanding............... 8,430,181 8,430,000
========== =========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-59
<PAGE> 157

F.F.O. FINANCIAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1997
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NET
UNREALIZED
DEPRECIATION
ADDITIONAL ON SECURITIES TOTAL
COMMON PAID-IN RETAINED AVAILABLE STOCKHOLDERS'
STOCK CAPITAL INCOME FOR SALE EQUITY
------ ---------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1996................ $843 $17,599 $1,844 $ (6) $20,280
Net proceeds from the issuance of 16,266
shares of common stock (unaudited)........ 2 34 -- -- 36
Net change in unrealized depreciation on
securities available for sale net of
income taxes of $86 (unaudited)........... -- -- -- (143) (143)
Net income for the three months ended March
31, 1997 (unaudited)...................... -- -- 587 -- 587
---- ------- ------ ----- -------
Balance at March 31, 1997 (unaudited)....... $845 $17,633 $2,431 $(149) $20,760
==== ======= ====== ===== =======
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-60
<PAGE> 158

F.F.O. FINANCIAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
1997 1996
------- --------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 587 $ 56
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses.............................. -- 150
Net amortization of deferred loan fees................. (3) 39
Depreciation of premises and equipment................. 137 137
Net (increase) decrease in trading securities.......... (3,589) 7,184
Provision for deferred income taxes.................... -- 16
Proceeds from sales of loans held for sale............. 6,027 7,171
Gain on sale of loans.................................. (54) (43)
Unrealized (gain) loss on loans held for sale.......... (84) 111
(Increase) decrease in accrued interest receivable..... (262) 64
Decrease (increase) in other assets.................... 1,062 (501)
Decrease in accrued interest payable................... (39) (74)
Increase in current income tax liability............... 351 --
Increase in other liabilities and due to bank.......... 734 245
------- --------
Net cash provided by operating activities......... 4,867 14,555
------- --------
Cash flows from investing activities:
Purchase of available-for-sale securities................. (2,988) --
Proceeds from maturities of available-for-sale
securities............................................. -- 2,000
Principal repayments on available-for-sale securities..... 479 899
Principal repayments on held-to-maturity securities....... 653 568
Net increase in loans receivable.......................... (7,544) (8,787)
Proceeds from sales of foreclosed real estate............. -- 112
Payments capitalized to foreclosed real estate............ -- (55)
Net purchases of premises and equipment................... (81) (101)
------- --------
Net cash used in investing activities............. (9,481) (5,364)
------- --------
Cash flows from financing activities:
Net increase in demand, savings and NOW deposits.......... 2,373 54
Net (decrease) increase in time deposits.................. (3,628) 19,732
Net proceeds from the sale of common stock................ 36 --
Net proceeds from (repayment of) Federal Home Loan Bank
advances............................................... 2,000 (16,000)
Net increase in advance payments by borrowers for taxes
and insurance.......................................... 811 613
------- --------
Net cash provided by financing activities......... 1,592 4,399
------- --------
Net (decrease) increase in cash and cash equivalents........ (3,022) 13,590
Cash and cash equivalents at beginning of period............ 17,965 10,426
------- --------
Cash and cash equivalents at end of period.................. $14,943 $ 24,016
======= ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes........................................... $ -- $ 18
======= ========
Interest............................................... $ 3,212 $ 3,214
======= ========
Noncash investing and financing activities:
Transfers of loans to foreclosed real estate........... $ 626 $ 199
======= ========
Transfer of loans held for sale to loans receivable, at
market................................................ $ -- $ 10,603
======= ========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-61
<PAGE> 159

F.F.O. FINANCIAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. GENERAL.

In the opinion of the management of F.F.O. Financial Group, Inc. (the
"Company" or "F.F.O."), the accompanying condensed consolidated financial
statements contain all adjustments (consisting of normal recurring accruals)
necessary to present fairly the financial position at March 31, 1997, and the
results of operations and cash flows for the three-month periods ended March 31,
1997 and 1996. These financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996. The results of
operations for the three months ended March 31, 1997, are not necessarily
indicative of the operating results to be anticipated for the full year.

F.F.O. Financial Group, Inc. is a Florida corporation organized in 1988 as
a unitary savings and loan holding company. The accompanying unaudited condensed
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiary, First Federal Savings and Loan Association of Osceola
County (the "Association"), and the Association's wholly-owned subsidiary, Gulf
American Financial Corporation, which is currently inactive. All significant
intercompany transactions and accounts have been eliminated in consolidation.

2. NET INCOME PER SHARE.

Net income per share has been computed by dividing net income by the
weighted average number of shares outstanding during the period. No adjustment
has been made to give effect to the shares that would be outstanding, assuming
the exercise of outstanding stock options, since the impact is deemed
immaterial.

3. LOAN IMPAIRMENT AND LOSSES.

The following summarizes the amounts of impaired loans, as defined by
Statements of Financial Accounting Standards No. 114 and 118 ("SFAS No. 114 and
118"), all of which were collateral-dependent, at March 31, 1997 and December
31, 1996, and the average net investment in impaired loans and interest income
recognized and received on impaired loans during the three-month periods ended
March 31, 1997 and 1996 (in thousands):

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
--------- ------------
(UNAUDITED)
<S> <C> <C>
Loans identified as impaired:
Gross loans with related allowance for credit losses
recorded............................................... $ 7,989 $ 8,256
Less: Allowances on these loans........................... (1,848) (1,766)
------- -------
Net investment in impaired loans............................ $ 6,141 $ 6,490
======= =======
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1997 1996
------- -------
(UNAUDITED)
<S> <C> <C>
Average investment in impaired loans........................ $6,316 $4,697
====== ======
Interest income recognized on impaired loans................ $ 130 $ 118
====== ======
Interest income received on impaired loans.................. $ 130 $ 118
====== ======
</TABLE>

F-62
<PAGE> 160

An analysis of the change in the allowance for loan losses follows (in
thousands):

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1997 1996
------- -------
(UNAUDITED)
<S> <C> <C>
Balance at January 1........................................ $5,613 $5,138
Provision for loan losses................................... -- 150
Loans charged-off, net of recoveries........................ (34) (78)
------ ------
Balance at March 31......................................... $5,579 $5,210
====== ======
</TABLE>

4. FORECLOSED REAL ESTATE.

Activity in the allowance for losses on foreclosed real estate was as
follows (in thousands):

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1997 1996
----- -------
(UNAUDITED)
<S> <C> <C>
Balance at January 1........................................ $158 $1,124
Recoveries, net of charge-offs.............................. 5 51
---- ------
Balance at March 31......................................... $163 $1,175
==== ======
</TABLE>

5. IMPACT OF NEW ACCOUNTING STANDARDS.

In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities" ("SFAS No. 125"). That
Statement provides accounting and reporting standards for transfers and
servicing of financial assets as well as extinguishments of liabilities. The
Statement also provides consistent standards for distinguishing transfers of
financial assets that are sales from transfers that are secured borrowings. SFAS
No. 125 is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after December 31, 1996. The adoption
of SFAS No. 125 had no significant effect on the Company's financial position at
March 31, 1997 or results of operations for the three months then ended.

6. PENDING MERGER.

On April 14, 1997, the Company executed a definitive agreement to merge
with Republic Bancshares, Inc. ("Republic"). Under the terms of the definitive
agreement, Republic will exchange shares of its common stock for all of the
outstanding shares of F.F.O.'s common stock at an exchange ratio of .29 share of
Republic common stock for each share of F.F.O. common stock. The exchange ratio
may be adjusted for decreases in Republic's stock price, but in no event will
the exchange ratio exceed .30 share of Republic common stock for each share of
F.F.O. common stock. F.F.O. has the right to terminate the transaction if
Republic's stock price is less than $13.50 shortly before closing. Outstanding
options for F.F.O.'s common stock will be converted into options for Republic
common stock on the same terms. The transaction is expected to be completed in
1997, and is to be accounted for as a corporate reorganization under which the
controlling shareholder's interest in F.F.O. will be carried forward at its
historical cost while the minority interest in F.F.O. will be recorded at fair
value. The proposed merger is subject to approval by the respective shareholders
of F.F.O. and Republic, and approval by applicable regulatory authorities.

F-63
<PAGE> 161

F.F.O. FINANCIAL GROUP, INC.

REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Hacker, Johnson, Cohen & Grieb, the Company's independent certified public
accountants, have made a limited review of the financial data as of March 31,
1997, and for the three-month periods ended March 31, 1997 and 1996 presented in
this document, in accordance with standards established by the American
Institute of Certified Public Accountants.

Their report, furnished pursuant to Article 10 of Regulation S-X, is
included herein.

F-64
<PAGE> 162

REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors
F.F.O. Financial Group, Inc.
St. Cloud, Florida:

We have reviewed the condensed consolidated balance sheet of F.F.O.
Financial Group, Inc. and Subsidiaries (the "Company") as of March 31, 1997, and
the related condensed consolidated statements of income and cash flows for the
three-month periods ended March 31, 1997 and 1996, and the condensed
consolidated statement of stockholders' equity for the three-month period ended
March 31, 1997. These financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1996, and the
related consolidated statements of income, stockholders' equity and cash flows
for the year then ended (not presented herein), and in our report dated February
11, 1997, except for Note 21, as to which the date was March 11, 1997, expressed
an unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 1996 is fairly stated in all material respects,
in relation to the consolidated balance sheet from which it has been derived.

HACKER, JOHNSON, COHEN & GRIEB

Orlando, Florida
April 17, 1997

F-65
<PAGE> 163

======================================================

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, RBI OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE AS DESCRIBED HEREIN, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE PREFERRED SECURITIES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary............................... 1
Risk Factors.......................... 9
Use of Proceeds....................... 18
Market for the Preferred Securities... 18
Accounting Treatment.................. 18
Capitalization........................ 19
Pro Forma Financial Data.............. 20
Selected Consolidated Financial
Data................................ 26
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 29
Business.............................. 45
Management............................ 62
Description of the Preferred
Securities.......................... 63
Description of the Junior Subordinated
Debentures.......................... 74
Description of the Guarantee.......... 82
Relationship Among the Preferred
Securities, the Junior Subordinated
Debentures and the Guarantee........ 84
Certain Federal Income
Tax Consequences.................... 85
ERISA Considerations.................. 88
Underwriting.......................... 89
Validity of Securities................ 90
Experts............................... 91
Available Information................. 91
Incorporation of Certain Documents by
Reference........................... 92
Index to Financial Statements and
Schedule............................ F-1
</TABLE>

======================================================
======================================================

[REPUBLIC BANCSHARES LOGO]

$25,000,000

RBI CAPITAL TRUST I

2,500,000 SHARES OF

% CUMULATIVE TRUST

PREFERRED SECURITIES

(LIQUIDATION AMOUNT $10 PER

PREFERRED SECURITY)

GUARANTEED, AS DESCRIBED HEREIN, BY

REPUBLIC BANCSHARES, INC.
--------------------

PROSPECTUS
--------------------

WILLIM R. HOUGH & CO.

RYAN, BECK & CO.
, 1997
======================================================
<PAGE> 164

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 8,713
NASD Filing Fee............................................. 3,375
Legal Fees and Expenses..................................... 215,000
Trustee Fees and Expenses................................... 17,500
Accounting Fees and Expenses................................ 20,000
Printing and Mailing Expenses............................... 30,000
Blue Sky Fees and Expenses.................................. 7,500
Miscellaneous Expenses...................................... 7,912
--------
Total Fees and Expenses........................... $310,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 607.0850 of the Florida Business Corporation Act and the Articles
of Incorporation and Bylaws of Republic Bancshares, Inc. (the "Company") provide
for indemnification of the Company's directors and officers against claims,
liabilities, amounts paid in settlement and expenses in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). In addition, the Company carries insurance
permitted by the laws of the State of Florida on behalf of Directors, officers,
employees or agents which may cover liabilities under the Securities Act.

Under the Trust Agreement of RBI Capital Trust I ("RBI Capital"), the
Company will agree to indemnify each of the Trustees of RBI Capital or any
predecessor Trustee for RBI Capital, and to hold each Trustee harmless against,
any loss, damage, claim, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the Trust Agreement, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties under the Trust Agreement.

ITEM 16. EXHIBITS

The following exhibits either are filed herewith or incorporated by
reference to documents previously filed or will be filed by amendment, as
indicated below:

<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- -------- -----------
<S> <C> <C>
1 -- Form of Underwriting Agreement.
3.1 -- Amended and Restated Articles of Incorporation of the
Company (incorporated by reference from Exhibit 3.1 of the
Company's Registration Statement on Form S-4, File No.
33-80895, dated December 28, 1995).
3.2 -- By-laws of the Company (incorporated by reference from
Exhibit 3.2 of the Company's Registration Statement on Form
S-4, File No. 33-80895, dated December 28, 1995).
4.1 -- Form of Indenture with respect to the Company's %
Junior Subordinated Debentures.+
4.2 -- Form of Specimen Junior Subordinated Debenture (included in
Exhibit 4.1).
4.3 -- Certificate of Trust of RBI Capital Trust I.+
4.4 -- Trust Agreement of RBI Capital Trust I.+
4.5 -- Form of Amended and Restated Trust Agreement of RBI Capital
Trust I.+
4.6 -- Form of Certificate for Cumulative Trust Preferred Security
of RBI Capital Trust I.
4.7 -- Form of Guarantee Agreement for RBI Capital Trust I.
4.8 -- Form of Agreement as to Expenses and Liabilities.+
5.1 -- Opinion of Holland & Knight LLP regarding the Junior
Subordinated Debentures.
5.2 -- Opinion of Richards, Layton & Finger, special Delaware
counsel, regarding the Cumulative Trust Preferred Securities
to be issued by RBI Capital Trust I.
8.1 -- Tax Opinion of Holland & Knight LLP.
12 -- Statement regarding computation of earnings to fixed
charges.
23.1 -- Consent of Holland & Knight LLP (included in Exhibit 5.1).
</TABLE>

II-1
<PAGE> 165

<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- -------- -----------
<S> <C> <C>
23.2 -- Consent of Richards, Layton & Finger (included in Exhibit
5.2).
23.3 -- Consent of Arthur Andersen, LLP.
23.4 -- Consent of Hacker, Johnson, Cohen & Grieb.
24 -- Power of Attorney.+
25.1 -- Form T-1: Statement of Eligibility of Wilmington Trust
Company to act as Trustee.
25.2 -- Form T-1: Statement of Eligibility of Wilmington Trust
Company to act as Trustee and Restated Trust Agreement.
25.3 -- Form T-1: Statement of Eligibility of Wilmington Trust
Company to act as Trustee and Agreement for RBI Capital
Trust I.
</TABLE>

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

+ Previously filed.

ITEM 17. UNDERTAKINGS

Each of the undersigned Registrants hereby undertake:

(a) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrants pursuant to the foregoing provisions, or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrants of expenses incurred or paid by
a director, officer or controlling person of the Registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrants will, unless in the opinion of their
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

(c) (1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-2
<PAGE> 166

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunder duly authorized, in the City of St.
Petersburg, State of Florida, on the 4th day of June, 1997.

REPUBLIC BANCSHARES, INC.

By: /s/ JOHN W. SAPANSKI

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

John W. Sapanski

Chairman of the Board of Directors,
Chief Executive Officer and
President

Pursuant to the requirements of the Securities Act of 1933, RBI Capital
Trust I has duly caused this Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunder duly authorized, in the City
of St. Petersburg, State of Florida, on the 4th day of June, 1997.

RBI CAPITAL TRUST I

By: /s/ JOHN W. SAPANSKI
------------------------------------
John W. Sapanski, Trustee

By: /s/ WILLIAM R. FALZONE
------------------------------------
William R. Falzone, Trustee

By: /s/ CHRISTOPHER M. HUNTER
------------------------------------

Christopher M. Hunter, Trustee

II-3
<PAGE> 167

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JOHN W. SAPANSKI Chairman, Chief Executive Officer June 4, 1997
- --------------------------------------------------- and Director (Principal Executive
John W. Sapanski Officer)

/s/ WILLIAM R. FALZONE Treasurer (Principal Financial and June 4, 1997
- --------------------------------------------------- Accounting Officer)
William R. Falzone

* Director June 4, 1997
- ---------------------------------------------------
Fred Hemmer

Director
- ---------------------------------------------------
Marla Hough

* Director June 4, 1997
- ---------------------------------------------------
William R. Hough

* Director June 4, 1997
- ---------------------------------------------------
Alfred T. May

Director
- ---------------------------------------------------
William J. Morrison
</TABLE>

*By: /s/ JOHN W. SAPANSKI
---------------------------------------------------

John W. Sapanski

Attorney-in-Fact

II-4
<PAGE> 168

INDEX TO EXHIBITS

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

+ Previously filed.

<PAGE> 1
EXHIBIT 1

RBI CAPITAL TRUST I

(a Delaware business trust)

2,500,000 Preferred Securities

____% Preferred Securities

(Liquidation Amount $10 per Preferred Security)

UNDERWRITING AGREEMENT

_______________, 1997

William R. Hough & Co.
100 Second Avenue South
Suite 800
St. Petersburg, Florida 33701

Ryan, Beck & Co., Inc.
80 Main Street
West Orange, New Jersey 07052

Ladies and Gentlemen:

RBI Capital Trust I (the "Trust"), a statutory business trust
organized under the Business Trust Act (the "Delaware Act") of the State of
Delaware (Chapter 38, Title 12, of the Delaware Business Code, 12 Del. C.
Section 3801 et seq.), and Republic Bancshares, Inc., a Florida corporation (the
"Company") as depositor of the Trust and as guarantor (hereafter the Trust and
the Company are referred to collectively as the "Offerors"), hereby confirm
their agreement (the "Agreement") with William R. Hough & Co. and Ryan Beck &
Co., Inc. (the "Underwriters"), with respect to the issue and sale by the Trust
and the purchase by the Underwriters, acting severally and not jointly, in such
amounts as are set forth in Schedule A hereto opposite the name of such
Underwriter, of 2,500,000 (the "Initial Securities") of the Trust's _____%
Preferred Securities (the "Preferred Securities"). The Trust and the Company
also propose to issue and sell to the Underwriters, at the Underwriters' option,
up to an additional 375,000 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.
<PAGE> 2
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 _______, 1997 (the "Trust Agreement"), among the Company,
as depositor, and Wilmington Trust Company ("Trust Company"), a Delaware banking
corporation, as property trustee ("Property Trustee") and ______________ as
Delaware trustee ("Delaware Trustee") and John W. Sapanski, William R. Falzone
and Christopher M. Hunter (the "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 dated as of________, 1997 (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 debentures due___________, 2027 (the "Junior Subordinated
Debentures") of the Company which will be issued under the Indenture dated as
of_______, 1997 (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 __________, 1997 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 Underwriters for the Preferred
Securities, the commission per Preferred Security to be paid by the Company to
the Underwriters and the rate of interest to be paid on the Preferred Securities
shall be agreed upon by the Company and the Underwriters, 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 Underwriters 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-______ and 333-______-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

2
<PAGE> 3
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
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 Underwriters 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)), the term
"Prospectus" shall refer to such revised prospectus from and after the time it
is first furnished to the Underwriters for such use.

The Company understands that the Underwriters propose to make
a public offering of the Preferred Securities (the "Offering") as soon as
possible after the Registration Statement becomes effective. The Underwriters
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 under a
selected dealer agreement, the form of which is set forth as Exhibit B to this
Agreement.

The Company hereby confirms its engagement of Ryan, Beck &
Co., Inc. as, and Ryan, Beck & Co., Inc. hereby confirms its agreement with the
Company to render services as, "qualified independent underwriter" within the
meaning of Section 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. with respect to the offering and sale of the Preferred
Securities. Ryan, Beck & Co., Inc., solely in its capacity as qualified
independent underwriter and not otherwise, is referred to herein as the
"Independent Underwriter".

Section 1. Representations and Warranties.

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

(i) The Company meets the requirements for use of Form S-2
under the 1933 Act and when the Registration Statement on such form
shall become effective and at all times subsequent thereto up to the
Closing Time referred to below and with respect to Option Securities,
up to the Date of Delivery 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, in light of the circumstances
under which they were made, 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, except that
this representation and warranty does

3
<PAGE> 4
not apply to statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Offerors by the
Underwriters 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 Underwriters
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 the
Registration Statement becomes effective and at all times subsequent
thereto up to the Closing Time, 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) Arthur Andersen LLP, 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) This Agreement has been duly authorized, executed and
delivered by the Offerors and, when duly executed by the Underwriters,
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, or
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 validly 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 in accordance with their respective terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, or
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.

(v) The consolidated financial statements, audited and
unaudited (including the Notes thereto), included or incorporated by
reference in the Registration Statement present fairly the consolidated
financial position of the Company and its subsidiaries as of the dates
indicated and

4
<PAGE> 5
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.

(vi) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida
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 affairs,
assets or business prospects of the Company and its subsidiaries,
considered as one enterprise.

(vii) The Company is duly registered under the Bank Holding
Company Act of 1956, as amended; 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 Republic Bank (the "Bank") are insured by
either the Savings Association Insurance Fund or the Bank Insurance
Fund of the Federal Deposit Insurance Corporation ("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.

(viii) The Bank is a Florida chartered commercial bank duly
organized, validly existing and in good standing under the laws of the
State of Florida 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 Company and its subsidiaries, considered as one
enterprise. All of the outstanding shares of capital stock of the Bank
have been duly authorized and validly issued and are fully paid and
non-assessable and are owned by the Company directly, free and clear of
any pledge, lien, security interest, charge, claim, equity or
encumbrance of any kind. All of the outstanding shares of capital stock
of the Company's

5
<PAGE> 6
subsidiaries have been duly authorized and validly issued and are fully
paid and non-assessable and are owned by either the Company or the Bank
directly, free and clear of any pledge, lien, security interest,
charge, claim, equity or encumbrance of any kind.

(ix) Except for the Bank, the Company does not have any
"significant subsidiaries" as defined in Rule 1-02 of Regulation S-X
under the 1933 Act.

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

(xi) The Preferred Securities have been duly and validly
authorized by the Trust for issuance and sale to the Underwriters
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 Underwriters pursuant to this Agreement against payment of
the consideration set forth herein, will be validly issued and fully
paid and non-assessable and will constitute valid and legally binding
obligations of the Trust enforceable in accordance with their terms and
entitled to the benefits provided by the Trust Agreement. The Trust
Agreement has been duly authorized and, when executed by the Property
Trustee, the Delaware Trustee and the Administrative Trustees of the
Trust and delivered by the Trust, will have been duly executed and
delivered by the Trust and will constitute the valid and legally
binding instrument of the Trust, enforceable in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws relating to or affecting enforcement of
creditors' rights generally or by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity
or at law). The Preferred Securities conform, in all material respects,
to the statements relating thereto contained 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 (the "Securityholders") 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 the preemptive or other similar rights of any
securityholder of the Company.

(xii) 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 contained in the Prospectus; the issuance of the
Common Securities is not subject to 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.

(xiii) 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, and the Trust
has conducted no business to date, and it will conduct no business in
the future that would be

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<PAGE> 7
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.

(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, any indenture, loan agreement, mortgage, deed of trust or other
agreement or instrument to which the Trust is a party or by which the
Trust is bound or to which any of the property or assets of the Trust
is subject, nor will such action result in any violation of the
provisions of 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, except in any
case for such conflicts, breaches, defaults or violations that would
not have a material adverse effect on the condition (financial or
otherwise), earnings, business affairs, assets or business prospects of
the Company and its subsidiaries, considered as one enterprise; 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, 1934 Act or 1934 Act Regulations, state securities laws or
under the Trust Indenture Act of 1939, as amended ("TIA").

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 material 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 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

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<PAGE> 8
any such court or other governmental agency or body is required for the
issue 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, 1934 Act or 1934 Act Regulations, state
securities laws or under the TIA.

(xv) The Trust is not, and after giving effect to the offering
and sale of the Preferred Securities 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").

(xvi) 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 none of the outstanding shares of capital stock
was issued in violation of the preemptive rights of any stockholder of
the Company.

(xvii) 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
affairs, assets or business prospects 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.

(xviii) 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 would not have a material adverse effect on the condition
(financial or otherwise), earnings, business affairs, assets or
business prospects of the Company and its subsidiaries, considered as
one enterprise.

(xix) 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
affairs, assets or business prospects of the Company and its
subsidiaries, considered as one enterprise, or that could reasonably be
expected to materially and adversely affect the

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<PAGE> 9
properties or assets of the Company and its subsidiaries, considered as
one enterprise, or that could reasonably be expected to materially and
adversely 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 affairs or business
prospects of the Company and its subsidiaries, considered as one
enterprise.

(xx) 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.

(xxi) The Company and its subsidiaries, including the Bank,
each has good and marketable 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, and under which the Company, the Bank or
any other subsidiary holds properties described in the Prospectus, 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 of the leases or subleases mentioned
above, 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.

(xxii) 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.

(xxiii) No labor problem exists with the employees of the
Company or with employees of the Bank or any other subsidiary or to the
best knowledge of the Company, is imminent that could materially
adversely affect 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 affairs or
business prospects of the Company and its subsidiaries, considered as
one enterprise.

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<PAGE> 10
(xxiv) 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.

(xxv) 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,
servicemarks and tradenames (collectively, "patent and proprietary
rights") currently employed by them in connection with the business now
operated by them except where the failure to so own, possess or acquire
such patent and proprietary rights would not have a material adverse
effect on the condition (financial or otherwise), earnings, business
affairs, assets or business prospects of the Company and its
subsidiaries considered as one enterprise, and neither the Company, the
Bank nor any other subsidiary has received any notice nor 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 affairs, assets or
business prospects of the Company and its subsidiaries, considered as
one enterprise.

(xxvi) 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.

(xxvii) The Company has filed with the NASD all documents and
notices required by the NASD of companies that have issued securities
that are traded in the over-the-counter market and quotations for which
are reported by the Nasdaq National Market of the Nasdaq Stock Market,
Inc. ("Nasdaq Stock Market").

(xxviii) Neither the Trust, the Company nor any 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.

(xxix) 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, or any occurrence or state
of facts whatsoever) in violation of any applicable 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,
environmental protection, occupational safety and health, and equal
employment practices) heretofore or currently in effect, except such
violation that has been fully cured or satisfied without recourse or
that is not reasonably likely to have a material adverse effect on the
condition (financial or otherwise),

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<PAGE> 11
earnings, business affairs, assets or business prospects of the Company
and its subsidiaries, considered as one enterprise.

(xxx)Neither the Company, the Bank nor any other subsidiary
has any agreement or understanding with any entity concerning the
future acquisition by the Company or the Bank of a controlling interest
in any entity 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; neither the Company, the Bank nor any other subsidiary has
any agreement or understanding with any entity concerning the future
acquisition of a controlling interest in the Company, the Bank or any
other subsidiary by any entity 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.

(xxxi)The Agreement and Plan of Merger (the "Merger
Agreement"), dated as of April 14, 1997, by and between the Company and
F.F.O. Financial Group, Inc. ("FFO") was duly authorized, executed and
delivered by the Company and constitutes a valid, legal and binding
obligation of the Company enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency or other
laws relating to or affecting enforcement of creditors' rights
generally or by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law). The Company
had full corporate power and authority to enter into the Merger
Agreement. The execution, delivery and performance of the Merger
Agreement and the consummation of the transactions contemplated thereby
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 material
indenture, loan agreement, mortgage, deed of trust, or other material
agreement or instrument to 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 actions result in the
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
or decree of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries; and no
consent, approval, authorization or order of, or any filing with, any
court or governmental agency or body is required for the execution,
delivery and performance of the Merger Agreement and the transactions
contemplated thereby, except such as may be required under the 1933 Act
or state securities laws or regulatory approvals contemplated by the
Merger Agreement. To the knowledge of the Company, each of the
representations and warranties of FFO contained in the Merger Agreement
are true and correct in all material respects.

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

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<PAGE> 12
Section 2. Sale and Delivery to the Underwriters; 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 Underwriters, and the Underwriters agree to purchase from
the Trust 2,500,000 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 Underwriters to purchase up to
an additional 375,000 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. on the 30th day after the date the Registration
Statement is declared effective by the Commission (or at 5:00 p.m. on the next
business 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 you to the Company setting forth the number of Option
Securities as to which the Underwriters are 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
Underwriters 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
_____________, or at such other place as shall be agreed upon by the Company and
the Underwriters, at 9:30 a.m. 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 you 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 Underwriters, payment of the purchase
price for, and delivery of certificates for, such Option Securities shall be
made at the above-mentioned office of ______________________, or at such other
place as shall be agreed upon by the Company and the Underwriters, on the Option
Closing Date as specified in the notice from the Underwriters 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 Underwriters for the account of the Underwriter of Preferred
Securities to be purchased by it.

(c)The Initial 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 (the "DTC") or in such names as the Underwriters
may request in writing at least two business days 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 Underwriters and counsel to the Underwriters
not later than 10:00 A.M. on the business day prior to the Closing Time or the
Option Closing Date, as the case may be.

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<PAGE> 13
Section 3. Certain Covenants of the Offerors. Each of the
Offerors covenants jointly and severally with the Underwriters as follows:

(a) The Offerors will use their best efforts to cause the
Registration Statement to become effective and will notify the Underwriters
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 or capital stock, for 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 possible moment.

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

(c) The Offerors have furnished or will furnish to you 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 you may reasonably request.

(d) The Offerors will deliver or cause to be delivered to the
Underwriters, without charge, from time to time until the effective date of the
Registration Statement, as many copies of each preliminary prospectus as the
Underwriters 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 Underwriters, 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 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 Underwriters 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.

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<PAGE> 14
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 Underwriters 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 3(b), 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 Underwriters, 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 Underwriters 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) to its securityholders, the Underwriters and the
Securityholders 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 of the 1933
Act Regulations) 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 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. 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 the Prospectus is
required to be delivered under the 1933 Act, will file promptly 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 Underwriters, copies of all annual reports,
quarterly reports and current reports filed with the Commission on Forms 10-K,
10-Q and 8-K, or such other similar forms as may be designated by the

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<PAGE> 15
Commission, and such other documents, reports, Proxy Statements, and information
as shall be furnished by the Company to its stockholders generally.

(k) 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 National Market, in the
over-the-counter market and quotations for which are reported by the Nasdaq
Stock Market.

(l) The Company shall pay for the legal fees and related
filing fees to the counsel to the Underwriters 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
Underwriters.

(m) If, at the time the Registration Statement becomes
effective, any information shall have been omitted therefrom in reliance upon
Rule 430A of the 1933 Act Regulations, then the Offerors will prepare, and file
or transmit for filing with the Commission in accordance with such Rule 430A and
Rule 424(b), copies of an amended Prospectus, or, if required by such Rule 430A,
a post-effective amendment to the Registration Statement (including an amended
Prospectus), containing all information so omitted.

(n) The Company will, at its expense, subsequent to the
issuance of the Preferred Securities, prepare and distribute to each of the
Underwriters and counsel to the Underwriters, copies of the documents used in
connection with the issuance of the Preferred Securities.

(o) 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, except as
contemplated by the Prospectus.

(p) During a period of thirty days from the date of the
Prospectus, neither the Trust nor the Company will, without the prior written
consent of the Underwriters, 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 which 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 and Independent Underwriter
Fee.

(a) The Company 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, the preliminary prospectuses and the Prospectus
and any amendments or supplements thereto, and the cost of furnishing copies
thereof to the Underwriters, (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 Underwriters, including
any transfer taxes

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<PAGE> 16
payable upon the sale of the Preferred Securities to the Underwriters, (d) the
fees and disbursements of the Company's counsel and accountants, (e) NASD filing
fees, (f) fees and disbursements of counsel to the Underwriters 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) and any
filing fee for review of the offering with the NASD, (h) the legal fees and
expenses of the Underwriters' counsel (such counsel's fees shall not exceed
$65,000 exclusive of out-of-pocket expenses of counsel) and general
out-of-pocket expenses of the Underwriters not to exceed $15,000, (i) 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; (j) 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 (k) all other costs incident to the
performance of the Offerors' obligations hereunder.

(b) The Independent Underwriter shall be entitled to the
payment of a fee of $10,000 for fulfilling its obligations as Independent
Underwriter which shall be payable at the Closing Time, provided that such fee
shall be payable out of the commissions due to the Underwriters under the Price
Determination Agreement.

If (i) the Closing Time does not occur on or before December
31, 1997, (ii) the Company abandons or terminates the Offering, or (iii) this
Agreement is terminated by the Underwriters in accordance with the provisions of
Section 5 or 11(a), the Company shall reimburse the Underwriters for all their
reasonable out-of-pocket expenses, as set forth in this Section 4, including the
reasonable fees and disbursements of counsel for the Underwriters.

Section 5. Conditions of Underwriters' Obligations. The
obligations of the Underwriters to purchase and pay for the Preferred Securities
that each has respectively agreed to purchase pursuant to this Agreement are
subject to the accuracy of the representations and warranties of the Offerors
contained herein or in certificates of the officers or trustees of the Offerors
or any subsidiary delivered pursuant to the provisions hereof, to the
performance by the Offerors of their obligations hereunder and to the following
further conditions:

(a) The Registration Statement shall have become effective not
later than 5:30 P.M. on the date of this Agreement or, with your consent, at a
later time and date not later, however, than 5:30 P.M. on the first business day
following the date hereof, or at such later time or on such later date as you
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 have been instituted or shall
be pending or, to the Underwriters' 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 Underwriters. If the Offerors have elected to
rely upon Rule 430A, a prospectus containing the Rule 430A Information 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 43OA).

16
<PAGE> 17
(b) At the Closing Time, you shall have received:

(i) The favorable opinion, dated as of Closing Time, of
Holland & Knight, LLP, counsel for the Company, in form and substance
reasonably satisfactory to counsel for the Underwriters, substantially
in the form set forth in Exhibit C.

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

(iii) The favorable opinion, dated as of Closing Time,
of_______________, counsel for the Indenture Trustee and the Delaware
Trustee, in form and substance satisfactory to counsel for the
Underwriters, substantially in the form set forth in Exhibit E.

(iv) The favorable opinion, dated as of Closing Time, of
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., counsel for
the Underwriters, in form and substance satisfactory to the
Underwriters.

In giving such opinion, such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the federal
law of the United States, upon opinions of other counsel, who shall be
counsel satisfactory to counsel for the Underwriters (the Underwriters
agree and acknowledge that Holland & Knight, LLP and Stearns Weaver
Miller Weissler Alhadeff & Sitterson, P.A., will rely on the opinion of
Richards, Layton & Finger with respect to matters of Delaware law), in
which case the opinion shall state that counsel believes that you and
your counsel are entitled to so rely. 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 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) the Registration Statement and the Prospectus, as they may then be
amended or supplemented, shall contain all statements that are required
to be stated therein under the 1933 Act and the 1933 Act Regulations
and in all material respects shall conform to the requirements of the
1933 Act and the 1933 Act Regulations, the Offerors shall have complied
in all material respects with Rule 430A (if they shall have elected to
rely thereon) and neither the Registration Statement nor the
Prospectus, as they may then be amended or supplemented, shall 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, (ii) 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 affairs, assets or business prospects of
the Company and its subsidiaries, considered as one enterprise, whether
or not arising in the ordinary course of business, (iii) 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 other than as set forth therein and no proceedings shall be
pending or, to the knowledge of the Offerors, threatened against the
Offerors or any subsidiary before or by any federal, state or other
commission, board or administrative agency wherein

17
<PAGE> 18
an unfavorable decision, ruling or finding could reasonably be expected
to materially adversely affect the condition (financial or otherwise),
earnings, business affairs, assets or business prospects of the Company
and its subsidiaries, considered as one enterprise, other than as set
forth in the Prospectus, (iv) 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, (v) the other representations and warranties of the
Offerors set forth in Section l(a) shall be accurate in all material
respects as though expressly made at and as of the Closing Time, and
(vi) no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose
been initiated or to the best knowledge of the Offerors threatened by
the Commission. At the Closing Time, the Underwriters shall have
received a certificate of the Chairman or the President, and the Chief
Financial Officer or Controller, of the Company, dated as of the
Closing Time, to such effect.

(d)(1) At the time that this Agreement is executed by the
Company, you shall have received from Arthur Andersen LLP a letter or
letters, dated such date, in form and substance satisfactory to you,
confirming that they are independent certified public accountants with
respect to the Company within the meaning of the 1933 Act and the
published 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, 1996 and 1995, and for each of the years in the three
year period ended December 31, 1996 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 published
1933 Act Regulations;

(ii) on the basis of a reading of the minutes of all meetings
of the stockholders of the Company and the Bank, of the Board of
Directors of the Company and the Bank and of the Audit and Executive
Committees of the Board of Directors of the Bank since December 31,
1996, 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) at a specified date not more than three days
prior to the date of this Agreement, there was any change in
specified financial data of the Company and its consolidated
subsidiaries or any increase in the number of outstanding
shares of capital stock of the Company and its consolidated
subsidiaries, in each case as compared with amounts shown in
the financial statements at March 31, 1997 included in the
Registration Statement; or

18
<PAGE> 19
(B) for the period from April 1, 1997 to a specified
date not more than three days prior to the date of this
Agreement, there was any change in specified financial data,
in each case as compared with the comparable period in the
preceding year.

(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) (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).

(iv) on the basis of a review of schedules provided to them by
the Company, nothing came to their attention that caused them to
believe that the pro forma information, set forth in the Prospectus
under the heading "Capitalization" and under the heading "Pro Forma
Financial Data" had not been correctly calculated on the basis
described therein.

(2) At the time that this Agreement is executed by the
Company, you shall also have received from Hacker, Johnson, Cohen &
Grieb a letter or letters, dated such date, in form and substance
satisfactory to you, confirming that they are independent certified
public accountants with respect to FFO within the meaning of the 1933
Act and the published 1933 Act Regulations, and stating in effect that:

With respect to FFO:

(i) in their opinion, the consolidated financial statements as
of December 31, 1996 and 1995, and for each of the years in the three
year period ended December 31, 1996 and the related financial statement
schedules, if any, included 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 published 1933 Act Regulations;

(ii) on the basis of a reading of the minutes of all meetings
of the stockholders of FFO and First Federal Savings and Loan
Association of Osceola County ("First Federal"), of the Board of
Directors of FFO and First Federal and of the Audit and Executive
Committees of the Board of Directors of First Federal since December
31, 1996, inquiries of certain officials of FFO 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:

19
<PAGE> 20
(A) at a specified date not more than three days
prior to the date of this Agreement, there was any change in
specified financial data of FFO and its consolidated
subsidiaries in each case as compared with amounts shown in
the financial statements at March 31, 1997 included in the
Registration Statement; or

(B) for the period from April 1, 1997 to a specified
date not more than three days prior to the date of this
Agreement, there was any change in specified financial data,
in each case as compared with the comparable period in the
preceding year.

(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
(having compared such items with, and have found such items to be in
agreement with, the financial statements of FFO or general accounting
records of FFO, as applicable, which are subject to FFO's internal
accounting controls or other data and schedules prepared by FFO from
such records).

(iv) on the basis of a review of schedules provided to them by
FFO, nothing came to their attention that caused them to believe that
the pro forma information, set forth in the Prospectus under the
heading "Capitalization" and under the heading "Pro Forma Financial
Data" had not been correctly calculated on the basis described therein.

(e) At the Closing Time, the Underwriters shall have received
from Arthur Andersen LLP and Hacker, Johnson, Cohen & Grieb letters, in form and
substance satisfactory to the Underwriters and dated as of the Closing Time, to
the effect that they reaffirm the statements made in the respective letter(s)
furnished pursuant to Section 5(d), except that the inquiries specified in
Section 5(d) 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 Underwriters 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) 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; 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 satisfactory
in form and substance to the Underwriters and to counsel for the Underwriters.

20
<PAGE> 21
(g) Between the date of this Agreement and the Closing Time,
(i) no downgrading shall have occurred in the rating accorded any securities of
the Company or any deposit instruments of the Bank by any "nationally recognized
statistical rating organization," as that term is defined by the Commission for
purposes of Rule 436(g) (2) under the 1933 Act and (ii) no such organization
shall have given any notice of any intended or potential downgrading or of any
surveillance or review, with possible negative implications, of its rating of
any of the Company's securities or any deposit instruments of the Bank.

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

(i) In the event the Underwriters exercise their option
provided in Section 2 hereof to purchase all or any portion of the Option
Securities, the obligations of the Underwriters to purchase the Option
Securities that they have agreed to purchase shall be subject to the accuracy of
the representations and warranties of the Offerors contained herein and of the
statements in any certificates furnished by the Offerors hereunder as of such
Option Closing Date (as if made on such date), to the performance by the
Offerors of their obligations hereunder and to the receipt by you on the Option
Closing Date of:

(1) A certificate, dated the Option Closing Date, of
the Chairman or the President and the Chief Financial Officer
or Controller of the Company confirming that the certificate
delivered on the Closing Time pursuant to Section 5(c) hereof
remains true as of the Option Closing Date;

(2) The favorable opinion of Holland & Knight, LLP,
counsel for the Company, addressed to you and dated the Option
Closing Date, in form satisfactory to Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A., counsel to the
Underwriters, relating to the Option Securities and otherwise
to the same effect as the opinion required by Section 5(b)
hereof;

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

(4) The favorable opinion of____________, counsel for
the Indenture Trustee and the Delaware Trustee, addressed to
you and dated the Option Closing Date, relating to the Option
Securities and otherwise to the same effect as the opinion
required by Section 5(b) hereof;

(5) The favorable opinion of Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A., dated the Option Closing
Date, relating to the Option Shares

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<PAGE> 22
and otherwise to the same effect as the opinion required by
Section 5(b) hereof; and

(5) Letters from Arthur Andersen LLP and Hacker,
Johnson, Cohen & Grieb addressed to each of the Underwriters
and dated the Option Closing Date, in form and substance
satisfactory to the Underwriters and substantially the same in
form and substance as the letters furnished to the
Underwriters pursuant to Section 5(d) hereof.

(j) 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 Laws of such jurisdictions as shall have been reasonably specified
by the Underwriters 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 to be fulfilled, this
Agreement may be terminated by the Underwriters 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.
Notwithstanding any such termination, the provisions of Sections 6, 7, 10 and 12
shall remain in effect.

Section 6. Indemnification.

(a) The Company agrees to indemnify and hold harmless the
Underwriters, officers, directors, employees, agents, and counsel of the
Underwriters (including any Underwriter in its role as Independent Underwriter),
and each person, if any, who controls the Underwriters 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), 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 based upon written
information furnished by or on behalf of the Company filed in any jurisdiction
in order to qualify the Preferred Securities under the "blue sky" or securities
laws thereof or filed with the Commission 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 Underwriters, the
Underwriting Agreement or the compensation of the Underwriters furnished to the
Company by or on behalf of the Underwriters expressly for inclusion in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or in any

22
<PAGE> 23
application, as the case may be, or (ii) any breach of any representation,
warranty, covenant, or agreement of the Company contained in the Underwriting
Agreement. 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 the Underwriters' directors, officers,
employees and counsel according to his or her normal hourly billing rates. The
indemnification provisions shall also extend to all affiliates of the
Underwriters, their respective directors, officers, employees, legal counsel,
agents and controlling persons within the meaning of the federal securities
laws. The foregoing agreement to indemnify shall be in addition to any liability
the Company may otherwise have to the Underwriters or the persons entitled to
the benefit of these indemnification provisions.

(b) The Underwriters agrees to indemnify and hold harmless the
Offerors, their directors, officers 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, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any Preliminary Prospectus or the
Prospectus (or any amendment or supplement thereto) or any application in
reliance upon and in conformity with written information about the Underwriters,
the Underwriting Agreement, or the compensation of the Underwriters, furnished
to either of the Offerors by the Underwriters expressly for use in the
Registration Statement (or any amendment thereto) or such Preliminary Prospectus
or the Prospectus (or any amendment or supplement thereto) or in any
application.

(c) An indemnified party shall give prompt notice to the
indemnifying party if any action, suit, proceeding or investigation is commenced
in respect of which indemnity may be sought hereunder, but failure to so 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 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 which 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 Company shall be liable for any settlement of any claim against the
Underwriters (or their directors, officers, employees, affiliates or controlling
persons), made with the Company's written consent, which consent shall not be
unreasonably withheld. The Company shall not, without the written consent of the
Underwriters, settle or compromise any claim against them based upon
circumstances giving rise to an indemnification claim against the Company
hereunder unless such settlement or compromise provides that the Underwriters

23
<PAGE> 24
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 express provisions hereof
provide for indemnification in such case, then the Company, on the one hand, and
the Underwriters, 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 Company, on the one hand, and the Underwriters, on the
other hand, from the underwriting, and also the relative fault of the Company,
on the one hand, and the Underwriters, 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 shall also
be considered. 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 Underwriters shall not be obligated to contribute any amount
hereunder that exceeds the amount of the underwriting commission paid by the
Company to the Underwriters with respect to the Preferred Securities purchased
by the Underwriters.

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

(f) Neither termination nor completion of the engagement of
the Underwriters nor any investigation made by or on behalf of the Underwriters
shall effect the indemnification obligations of the Company or the Underwriters
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 its 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 Underwriters or any controlling person and will survive delivery of and
payment for the Preferred Securities.

Section 8. Offering by the Underwriters. The Trust and the
Company are advised by the Underwriters that the Underwriters propose 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
Underwriters deem 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.

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<PAGE> 25
Section 9. Termination of Agreement.

(a) You 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 affairs or business prospects of the Company and
its subsidiaries, considered 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 Underwriters' reasonable 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 by the Commission or the National Association of Securities
Dealers, Inc., 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 National
Association of Securities Dealers, Inc. or any other governmental authority with
appropriate jurisdiction over such matters, or (iv) if a banking moratorium has
been declared by either federal or Florida 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 your reasonable
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
you reasonably determine (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. Notwithstanding any such
termination, the provisions of Sections 6 and 7 shall remain in effect.

Section 10. Default by One or More of the Underwriters. If one
or more of the Underwriters shall fail at the Closing Time to purchase the
Initial Securities that it or they are obligated to purchase pursuant to this
Agreement (the "Defaulted Securities"), you shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms set forth in this Agreement; if, however, you have not completed such
arrangements within such 24-hour period, then:

(a) if the aggregate liquidation amount of Defaulted
Securities does not exceed 10% of the aggregate liquidation amount of Initial
Securities, the non-defaulting Underwriters shall be obligated to purchase the
full amount thereof in the proportions that their respective Initial Securities
underwriting obligation proportions bear to the underwriting obligations of all
non-defaulting Underwriters; or

25
<PAGE> 26
(b) if the aggregate liquidation amount of Defaulted
Securities exceeds 10% of the aggregate liquidation amount of Initial
Securities, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect to its default.

In the event of any such default that does not result in a
termination of this Agreement, either you or the Offerors shall have the right
to postpone the Closing Time for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or Prospectus or in
any other documents or arrangements. As used herein, the term "Underwriter"
includes any person substituted for an Underwriter under this Section 10.

Section 11. 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 Underwriters:

William R. Hough & Co.
100 Second Avenue South
Suite 800
St. Petersburg, Florida 33701
Attention: Ronald Goff, First Vice President

and

Ryan, Beck & Co., Inc.
80 Main Street
West Orange, New Jersey 07052
Attention: James Hill, Senior Vice President

with a copy to:

Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
Suite 2200
150 West Flagler Street
Miami, Florida 33130
Attention: Alison W. Miller

26
<PAGE> 27
If to the Company or the Trust:

Republic Bancshares, Inc.
111 Second Avenue, N.E.
Saint Petersburg, FL 33701
Attention: John Sapanski, Chairman and Chief Executive Officer

with a copy to:

Holland & Knight, LLP
888 17th Street, N.W.
Washington, DC 20006
Attention: John Buchman

Section 11. Parties. This Agreement is made solely for the
benefit of the Underwriters, and the officers, directors, employees,
agents and counsel of the Underwriters specified in Section 6, the
Trust and the Company and, to the extent expressed, any person
controlling the Trust, the Company or the Underwriters, 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 Underwriters 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 Tampa, Florida before one or three
arbitrators, each of whom shall be knowledgeable in the field of
securities law and investment banking. Such arbitration shall otherwise
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 to 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 and Time. This Agreement shall be
governed by the laws of the State of Florida. Specified times of the
day refer to New York City time.

Section 14. Counterparts. This Agreement may be executed in
one or more counterparts, and when a counterpart has been executed by
each party, all such counterparts taken together shall constitute one
and the same agreement.

27
<PAGE> 28
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 Underwriters in accordance with its terms.

Very truly yours,

RBI CAPITAL TRUST I

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

REPUBLIC BANCSHARES, INC.

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

Confirmed and accepted as of
the date first above written:

WILLIAM R. HOUGH & CO.

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

RYAN, BECK & CO., INC.

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

28
<PAGE> 29
SCHEDULE A

<TABLE>
<CAPTION>
AMOUNT OF PERCENTAGE OF
INITIAL SECURITIES INITIAL SECURITIES
UNDERWRITER TO BE PURCHASED TO BE PURCHASED
----------- --------------- ---------------
<S> <C> <C>
WILLIAM R. HOUGH & CO.

RYAN, BECK & CO., INC.
========= ===

TOTAL 2,500,000 100%
</TABLE>

29
<PAGE> 30
EXHIBIT A

RBI CAPITAL TRUST I
(a Delaware business trust)

2,500,000 Preferred Securities
___% Preferred Securities
(Liquidation Amount $10 per Preferred Security)

PRICE DETERMINATION AGREEMENT

____________, 1997

William R. Hough & Co.
100 Second Avenue South
St. Petersburg, FL 33701

Ryan, Beck & Co., Inc.
80 Main Street
West Orange, New Jersey 07052

Ladies and Gentlemen:

Reference is made to the Underwriting Agreement dated the date hereof
(the "Underwriting Agreement") among RBI Capital Trust I, a Delaware business
trust (the "Trust"), Republic Bancshares, Inc. (the "Company" and together with
the Trust, the "Offerors") and the Underwriters named above (the
"Underwriters"). The Underwriting Agreement provides for the purchase by the
Underwriters from the Trust, subject to the terms and conditions set forth
therein, of 2,500,000 of the _____% Preferred Securities of the Trust (the
"Preferred Securities"), subject to a 375,000 adjustment (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 Underwriters as follows:

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

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

3. The commission per Preferred Security to be paid by the
Company to the Underwriters for their commitments hereunder shall be
$_____ per Preferred Security.

4. The interest rate on the Preferred Securities shall be
_____% per annum.

1
<PAGE> 31
The Offerors represent and warrant to the Underwriters 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 Florida.

If the foregoing is in accordance with the understanding of the
Underwriters of the agreement between the Underwriters and the Offerors, please
sign and return to the Company a counterpart hereof, whereupon this instrument,
along with all counterparts and together with the Underwriting Agreement, shall
be a binding agreement between the Underwriters and the Offerors in accordance
with its terms and the terms of the Underwriting Agreement.

Very truly yours,

RBI CAPITAL TRUST I

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

REPUBLIC BANCSHARES, INC.

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

Confirmed and accepted as of
the date first above written:

WILLIAM R. HOUGH & CO.

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

RYAN, BECK & CO., INC.

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

2
<PAGE> 32
EXHIBIT B

RBI CAPITAL TRUST I

2,500,000 PREFERRED SECURITIES

_____% PREFERRED SECURITIES
(LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY)

SELECTED DEALER AGREEMENT

___________ __, 1997

Ladies and Gentlemen:

RBI Capital Trust I, a Delaware business trust (the "Trust"), and
Republic Bancshares, Inc., a Florida corporation (the "Company" and together
with the Trust, the "Offerors"), are offering for sale to the public 2,500,000
of the Trust's __% Preferred Securities (the "Preferred Securities"), subject to
a 375,000 share option (to cover over-allotments, if any).

1. The Underwriters (the "Underwriters") named in the enclosed
Prospectus, have agreed to purchase from the Trust 2,500,000 Preferred
Securities and have an option to purchase from the Trust any or all of the
375,000 Preferred Securities to cover over-allotments, if any. The purchase is
subject to the terms of an agreement among the Underwriters and the Offerors
(the "Underwriting Agreement"). The Preferred Securities are more fully
described in the Prospectus. One or more of the Underwriters are severally
offering, subject to the terms and conditions stated herein and in the
Underwriting Agreement, a portion of the Preferred Securities to certain dealers
(the "Selling Group") as principals, subject to the terms and conditions stated
herein and in the Underwriting Agreement, subject to modification or
cancellation of the offering without notice, at the initial public offering
price per Preferred Security hereinafter set forth and on the cover page of the
Prospectus (the "Authorized Public Offering Price") less concessions (the
"Selling Concessions").

Authorized Public Offering
Price: $10 per Preferred Security

Dealer's Selling Concession: $____ per Preferred Security, payable or
allowable as set forth below.

Reallowances: You may reallow not in excess of $____ per
Preferred Security as a Selling Concession
to dealers who are members in good standing
of the National Association of Securities
Dealers, Inc. (the "NASD").

Delivery and Payment: Payment for the Preferred Securities sold to
you hereunder is to be made on ____________,
1997, or such other date as we advise you
and in such manner as we advise you, against
delivery of the Preferred
<PAGE> 33
Securities, which shall be paid for in full
at the applicable Authorized Public Offering
Price or, if we so advise you, at such price
less the applicable Selling Concession. If
payment is at the applicable Authorized
Public Offering Price, the applicable
Selling Concession will be paid to you upon
termination of this Agreement.

Termination: This Agreement will terminate 30 days from
its date unless sooner terminated or
extended by us.

2. Members of the Selling Group may immediately offer Preferred
Securities for sale and take orders therefor at the Authorized Public Offering
Price, subject to confirmation and allotment by us. We, in turn, are prepared to
receive orders subject to confirmation and allotment by us. We reserve the right
to reject any order in whole or in part or to allot less than the number of
Preferred Securities applied for. Orders transmitted by telephone should be
confirmed by letter or facsimile transmission.

3. By becoming a member of the Selling Group, you agree (a) to take and
pay for Preferred Securities allotted and confirmed to you, (b) not to use any
such Preferred Securities to reduce or cover any short position you may have,
(c) to comply with Rules 2730, 2740, 2750, and 2810, and related interpretive
material of the NASD Conduct Rules, and (d) upon our request, to advise us of
the number of Preferred Securities purchased from us hereunder remaining unsold
by you and to resell to us any and all such unsold Preferred Securities at the
prices stated above, less all of such part of the concession allowed you as we
may determine.

4. It is assumed that the Preferred Securities sold by you will be
effectively placed for investment. If we purchase in the open market, for the
account of any Underwriter, Preferred Securities sold to you and not effectively
placed for investment, we may not allow you the dealer's concession on the
Preferred Securities so purchased or, if such concession has theretofore been
allowed you, you agree to pay it to us on demand.

5. Each Underwriter has consented that each of us, for our own account
as one of the Underwriters, in our discretion, may make purchases and sales of
the Preferred Securities and, in arranging for sales, over-allot. You agree that
until termination of this Agreement, you will not make purchases or sales of any
Preferred Securities except (a) pursuant to this Agreement, (b) purchases
authorized by us, or (c) in the ordinary course of business as broker or agent
for a customer pursuant to an unsolicited order.

6. Additional copies of the Prospectus will be supplied to you in
reasonable quantity upon request.
<PAGE> 34
7. The Preferred Securities are offered by us for delivery when, as,
and if sold and accepted by the Underwriters and subject to the terms stated
herein and in the Prospectus, to our right to vary the concession and terms of
the offering after their release for public sale, to the approval of counsel as
to legal matters and to withdrawal, cancellation or modification of the offer
without notice.

8. You represent that you are a member in good standing of the NASD or,
if a foreign dealer, that you will conform to the Conduct Rules of the NASD in
making sales in the United States. You represent that you will comply with the
"Free-Riding and Withholding" interpretation (IM-2110-1) of the Board of
Governors of the NASD. You are not authorized to give any information or make
any representations other than as contained in the Prospectus, or to act as
agent for us. Nothing will constitute the Selling Group as an association or
other separate entity or partners with the Underwriters, with us, or with each
other, but you will be responsible for your share of any liability or expense
based on any claim to the contrary. Neither we nor any Underwriter will be under
any liability to you, except for obligations expressly assumed in this Agreement
and any liabilities under the Securities Act of 1933, as amended. No obligations
on our part will be implied or inferred herefrom.

9. Neither we nor any of the other Underwriters will have any
responsibility with respect to the right of any dealer to sell the Preferred
Securities in any jurisdiction, notwithstanding any information that we may
furnish in that connection. Upon application to us, you will be informed as to
the states in which we have been advised by counsel that the Preferred
Securities have been qualified for sale or are exempt under the respective Blue
Sky or securities laws of such states. You agree that you will not offer or sell
such Preferred Securities in violation of any applicable law including, but not
limited to, the Blue Sky or securities laws of any state or jurisdiction in
which such Preferred Securities are offered or sold by you.

10. This Agreement will be governed and construed in accordance with
the laws of the State of Florida.
<PAGE> 35
If you desire to become a member of the Selling Group, please advise us
to that effect immediately by facsimile transmission _____________, attention
________________) and sign and return the enclosed copy of this letter
to_____________________________________.

Very truly yours,

WILLIAM R. HOUGH & CO.

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

RYAN, BECK & CO., INC.

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

Confirmed as of the above date:

- ---------------------------------
(Firm Name)

- ---------------------------------
(Street Address)

- ---------------------------------
(City, State and Zip Code)

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

- ---------------------------------
Title:
<PAGE> 36
EXHIBIT C

The opinion of special 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. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida, 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 Bank Holding Company Act of 1956, as amended. Each of
the Company's subsidiaries is duly organized, 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.
The Bank is a Florida chartered commercial bank duly organized, validly existing
and in good standing under the laws of the State of Florida.

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 to so qualify would not have a
material adverse effect on the condition (financial or otherwise), earnings,
business affairs, assets or business prospects of the Company and its
subsidiaries, considered as one enterprise.

3. The deposit accounts of the Bank are insured by either the Savings
Association Insurance Fund or 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 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 the Bank, as the case may be, free and clear of any security
interests, liens, pledges, claims or other encumbrances.

5. The authorized and outstanding capital stock of the Company at March
31, 1997 is as set forth in the Prospectus under the heading "Capitalization".

6. The Company and the Trust each has full corporate power and authority
to execute, deliver, and perform the Underwriting Agreement and to issue, sell,
and deliver the Preferred Securities to be sold by it to the Underwriters as
provided therein; the Underwriting Agreement has been duly authorized, executed
and delivered by the Company and the Trust, and constitutes a legal, valid, and
binding obligation of each of the Company and the Trust and is enforceable
against each of the Company and the Trust in accordance with its terms, except
as enforceability of the Underwriting Agreement may be limited by bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting creditors'
rights generally, and by equitable principles limiting the right to specific
performance or other equitable relief and except as the obligations of the
Company under the indemnification and contribution provisions of Section 6 of
the Underwriting Agreement may be limited by laws or unenforceable as against
public policy, as to which no opinion is expressed, and an implied covenant of
good faith and fair dealing.
<PAGE> 37
7. The Trust 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,
receivership, readjustment of debt, moratorium, fraudulent conveyance or similar
laws relating to or affecting creditors' rights generally, general equity
principles (whether considered in a proceeding in equity or at law).

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, receivership, readjustment of debt, moratorium, fraudulent
conveyance or similar laws relating to or affecting creditors' rights generally,
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,
receivership, readjustment of debt, moratorium, fraudulent conveyance or similar
laws relating to or affecting creditors' rights generally, 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, receivership, readjustment of
debt, moratorium, fraudulent conveyance or similar laws relating to or affecting
creditors' rights generally, general equity principles (whether considered in a
proceeding in equity or at law).

11. The 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 in accordance with the Debenture
Subscription Agreement, 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, receivership, readjustment of
debt, moratorium, fraudulent conveyance or similar laws relating to or affecting
creditors' rights generally, 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
Investment Company Act of 1940, as amended.

13. The statements set forth in the Registration Statement under the
captions "Regulation and Supervision", "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 the legal matters described therein.
<PAGE> 38
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 Securities
Act as of the date and time specified in such order, 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 Securities Act and no
proceedings therefor have been initiated or threatened by the Commission.

16. The Registration Statement (including the Rule 430A Information, 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, comply or complied as to form
in all material respects to the applicable requirements of the 1933 Act and the
1933 Act Regulations.

17. The documents incorporated by reference in the Prospectus (except for
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 to 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 which are required to be disclosed in
the Registration Statement or which would affect the consummation of the
transactions contemplated in the Underwriting Agreement, the Indenture or the
Preferred Securities; and such counsel knows of no such proceedings which 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, 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 Guarantee
Agreement, or the Indenture, except such as have been obtained under the
Securities Act, the Exchange 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. To the best of such counsel's knowledge, the Company and each of its
subsidiaries, including the Bank, each has all material licenses, permits and
other governmental authorizations currently required for the conduct of its
business as presently conducted.
<PAGE> 39
22. The execution and delivery of the Underwriting Agreement, the Trust
Agreement, the Guarantee Agreement, and the Indenture, the issue and sale of the
Preferred Securities and the Subordinated Debentures, the compliance by the
Company with the provisions of the Preferred Securities, the Subordinated
Debentures, the Indenture 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 instrument known 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 condition (financial or
otherwise), earnings, business affairs, assets or business prospects of 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.

23. The Company has full corporate power and authority to enter into the
Merger Agreement and to effect the transactions contemplated by the Merger
Agreement, and the Merger Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid, legal and binding obligation
of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by equitable principles limiting the right to specific performance
or other equitable relief; the execution, delivery and performance of the Merger
Agreement and the consummation of the transactions therein contemplated will not
result in a breach or violation of any of the terms and provisions of, or
constitute a default under, any statute, rule or regulation, any agreement or
instrument known to such counsel to which the Company or any subsidiary is a
party or by which it is bound or to which any of their respective property is
subject, the Company's or any subsidiary's charter or bylaws, or any statute,
order or decree known to such counsel of any court or governmental agency or
body having jurisdiction over the Company, any subsidiary, or any of their
respective properties; and no consent, approval, authorization or order of, or
filing with, any court or governmental agency or body is required for the
execution, delivery and performance of the Merger Agreement or for the
consummation of the transactions contemplated thereby, except such as may be
required under the 1933 Act or state securities laws or regulatory approvals
contemplated by the Merger Agreement.

24. The Merger Agreement has been duly authorized by the Company in a
manner that makes inapplicable the provisions of Sections 607. 0901 and 607.
0902 of the Florida Business Corporation Act as such provisions relate to the
Merger Agreement and the transactions contemplated thereby.

25. Counsel will supplementally provide a written statement that such
counsel has participated in the preparation of the Registration Statement and
Prospectus and has reviewed the documents incorporated by reference in the
Prospectus and no facts have come to the attention of such counsel to lead it to
believe (a) that the Registration Statement (including the Rule 430A
Information, if applicable) or any amendment thereto (except for the financial
statements and other financial or statistical data included therein or omitted
therefrom, as to which such counsel need express no opinion), at the time the
Registration Statement or any such amendment became effective, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading or (b) that the
Prospectus or any amendment or supplement thereto (except for the financial
statements and other financial or statistical data included therein or omitted
<PAGE> 40
therefrom, as to which such counsel need express no opinion), at the time the
Prospectus was issued, or at the Closing Time, included or includes an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading or (c) that the documents
incorporated by reference in the Prospectus (except for the financial statements
and other financial or statistical data contained 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 superceded in the Prospectus or any
subsequently filed document which is incorporated by reference into the
Prospectus), as of the dates they were filed with the Commission, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

5
<PAGE> 41
EXHIBIT D

The opinion of counsel, as special Delaware counsel to the Company and the Trust
to be delivered pursuant to Section 5(b)(iii) 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 Business Trust Act, 12 Del. C.
Section 3801 et seq. (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 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 Property Trustee and the Delaware Trustee, and is enforceable
against the Company and the Trustees, in accordance with its terms.

4. Under the Delaware Act and the Trust Agreement, the Trust has the 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
trust action on the part of the Trust.

6. The Preferred Securities have been duly authorized by the Trust
Agreement and are duly and validly issued and, when issued against payment
therefor as set forth in the Underwriting Agreement will be, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust and are
entitled to the benefits of the Trust Agreement. The Holders, as beneficial
owners of the Trust, will be entitled to the same limitations of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware. We note that the
Holders may be obligated pursuant to the Trust Agreement, (i) to provide
indemnity and/or security in connection with and pay taxes or governmental
charges arising from transfers or exchanges of Preferred Securities Certificates
and the issuance of replacement Preferred Securities Certificates, and (ii) to
provide security or indemnity in connection with requests of or directions to
the Property Trustee to exercise its rights and powers under the Trust
Agreement.

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

8. The Common Securities have been duly authorized by the Trust Agreement
and are duly and validly issued undivided beneficial interests in the assets of
the Trust and are entitled to the benefits of the Trust Agreement.

1
<PAGE> 42
9. The issuance and sale by the Trust of the Preferred Securities and
Common Securities, the purchase by the Trust of the 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.

2
<PAGE> 43
EXHIBIT E

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

1. The Trust Company is duly incorporated and is validly existing in good
standing as a banking corporation with trust powers under the laws of the State
of Delaware.

2. The Indenture Trustee has the requisite power and authority to execute,
deliver and perform its obligations under the Indenture, and has taken all
necessary corporate action to authorize the execution, delivery and performance
by it of the Indenture.

3. The Guarantee Trustee has the requisite power and authority to execute,
deliver and perform its obligations under the Guarantee Agreement, and has taken
all necessary corporate action to authorize the execution, delivery and
performance by it of the Guarantee Agreement.

4. The Property Trustee has the requisite power and authority to execute
and deliver the Trust Agreement, and has taken all necessary corporate action to
authorize the execution and delivery of the Trust Agreement.

5. Each of the Indenture and the Guarantee Agreement has been duly
executed and delivered by the Indenture Trustee and the Guarantee Trustee,
respectively, and constitutes a legal, valid and binding obligation of the
Indenture Trustee and the Guarantee Trustee, respectively, enforceable against
the Indenture Trustee and the Guarantee Trustee, respectively, in accordance
with its respective terms, except that certain payment obligations may be
enforceable solely against the assets of the Trust and except that such
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium, liquidation, fraudulent conveyance and transfer or other similar
laws affecting the enforcement of creditors' rights generally, and by general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether such
enforceability, is considered in a proceeding in equity or at law), and by the
affect of applicable public policy on the enforceability of provisions relating
to indemnification or contribution.

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

<PAGE> 1
EXHIBIT 4.6

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITOR TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

Certificate Number Number of Preferred Securities
P-

CUSIP NO. ___________

Certificate Evidencing Preferred Securities
of RBI Capital Trust I

% Cumulative Trust Preferred Securities

(Liquidation Amount $10 per Preferred Security)

RBI CAPITAL TRUST I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that ______________
(the "Holder") is the registered owner of ____ preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust and
designated the ____% Cumulative Trust Preferred Securities (Liquidation Amount
$10 per Preferred Security) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer as provided in Section 504 of the Trust
Agreement. The designations, rights, privileges, restrictions, preferences, and
other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust, dated as of June __, 1997, as the same
may be amended from time to time (the "Trust Agreement"), including the
designation of the terms of Preferred Securities as set forth therein. The
Holder is entitled to the benefits of the Preferred Securities Guarantee
Agreement entered into by Republic Bancshares, Inc., a Florida corporation, and
Wilmington Trust Company, as guarantee trustee, dated as of June __, 1997 (the
"Guarantee"), to the extent provided herein. The Trust shall furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this __ day of _________, 1997.

RBI CAPITAL TRUST I

By:
-----------------------------------------
John W. Sapanski, Trustee

COUNTERSIGNED AND REGISTERED:

WILMINGTON TRUST COMPANY,
as Securities Registrar

By:
-----------------------------
Authorized Signatory

<PAGE> 1
EXHIBIT 4.7

PREFERRED SECURITIES GUARANTEE AGREEMENT

BY AND BETWEEN

REPUBLIC BANCSHARES

AND

WILMINGTON TRUST COMPANY

JUNE __, 1997

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
ARTICLE I DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.1 DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II TRUST INDENTURE ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.1 TRUST INDENTURE ACT; APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.2 LISTS OF HOLDERS OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.3 REPORTS BY THE PREFERRED GUARANTEE
TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.4 PERIODIC REPORTS TO PREFERRED
GUARANTEE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.5 EVIDENCE OF COMPLIANCE WITH
CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.6 EVENTS OF DEFAULT; WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.7 EVENT OF DEFAULT; NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.8 CONFLICTING INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE III POWERS, DUTIES AND RIGHTS OF PREFERRED
GUARANTEE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.1 POWERS AND DUTIES OF THE PREFERRED
GUARANTEE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 3.2 CERTAIN RIGHTS OF PREFERRED
GUARANTEE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.3 NOT RESPONSIBLE FOR RECITALS OR
ISSUANCE OF GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IV PREFERRED GUARANTEE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 4.1 PREFERRED GUARANTEE TRUSTEE; ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 4.2 APPOINTMENT, REMOVAL AND RESIGNATION OF
PREFERRED GUARANTEE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE V GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.1 GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.2 WAIVER OF NOTICE AND DEMAND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.3 OBLIGATIONS NOT AFFECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.4 RIGHTS OF HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 5.5 GUARANTEE OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 5.6 SUBROGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 5.7 INDEPENDENT OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

i
<PAGE> 3

<TABLE>
<S> <C> <C>
ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.1 LIMITATION OF TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.2 RANKING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VII TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.1 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VIII INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 8.1 EXCULPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 8.2 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE IX MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.1 SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.2 AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.3 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.4 BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 9.5 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>

ii
<PAGE> 4

CROSS REFERENCE TABLE

<TABLE>
<CAPTION>
Section of Trust Section of
Indenture Act of Guarantee
1939, as amended Agreement
---------------- ---------
<S> <C>
310(a) 4.1(a)
310(b) 4.1(c), 2.8
310(c) Not Applicable
311(a) 2.2(b)
311(b) 2.2(b)
311(c) Not Applicable
312(a) 2.2(a)
312(b) 2.2(b)
313 2.3
314(a) 2.4
314(b) Not Applicable
314(c) 2.5
314(d) Not Applicable
314(e) 1.1, 2.5, 3.2
314(f) 2.1, 3.2
315(a) 3.1(d)
315(b) 2.7
315(c) 3.1
315(d) 3.1(d)
316(a) 1.1, 2.6, 5.4
316(b) 5.3
317(a) 3.1
317(b) Not Applicable
318(a) 2.1(a)
318(b) 2.1
318(c) 2.1(b)
</TABLE>

Note: This Cross-Reference table does not constitute part of this Agreement
and shall not affect the interpretation of any of its terms or provisions

iii
<PAGE> 5

PREFERRED SECURITIES GUARANTEE AGREEMENT

THIS PREFERRED SECURITIES GUARANTEE AGREEMENT (the "Preferred Securities
Guarantee"), dated as of June __, 1997, is executed and delivered by REPUBLIC
BANCSHARES, INC., a Florida corporation (the "Guarantor"), and WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as trustee (the "Preferred Securities
Trustee"), for the benefit of the Holders (as defined herein) from time to time
of the Preferred Securities (as defined herein) of RBI Capital Trust I, a
Delaware statutory business trust (the "Trust").

RECITALS

WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of June __, 1997, among the trustees of the Trust
named therein, the Guarantor, as depositor, and the holders from time to time
of undivided beneficial interests in the assets of the Trust, the Trust is
issuing on the date hereof 2,500,000 preferred securities, having an aggregate
liquidation amount of $25,000,000, designated the ____% Cumulative Trust
Preferred Securities (the "Preferred Securities") representing undivided
beneficial ownership interests in the assets of the Trust and having the terms
set forth in the Trust Agreement;

WHEREAS; the Preferred Securities will be issued by the Trust and the
proceeds thereof, together with the proceeds from the issuance of the Trust's
Common Securities, will be used to purchase the Junior Subordinated Debentures
due _________ __, 2027 (the "Junior Subordinated Debentures") of the Guarantor,
which will be deposited with Wilmington Trust Company, as Property Trustee
under the Trust Agreement, as trust assets; and

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

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

<PAGE> 6

ARTICLE I
DEFINITIONS AND INTERPRETATION

SECTION 1.1 DEFINITIONS AND INTERPRETATION.

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

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

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

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

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

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

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

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

"Business Day" means any day other than a day on which federal or state banking
institutions in New York, New York or the State of Florida are authorized or
required by law, executive order or regulation to close or a day on which the
Corporate Trust Office of the Preferred Securities Guarantee is closed for
business.

"Corporate Trust Office" means the office of the Preferred Securities Guarantee
at which the corporate trust business of the Preferred Guarantee Trustee shall,
at any particular time, be principally administered, which office at the date
of execution of this Agreement is located at Wilmington Trust Company, Rodney
Square North, 1100 North

2
<PAGE> 7

Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration.

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

"Debentures" means the ___% Junior Subordinated Debentures due __________ __,
2027, of the Debenture Issuer held by the Property Trustee of the Trust.

"Debenture Issuer" means the Guarantor.

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

"Guarantor" means Republic Bancshares, Inc., a Florida corporation.

"Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Preferred Securities, to the extent not paid
or made by the Trust: (i) any accrued and unpaid Distributions (as defined in
the Trust Agreement) that are required to be paid on such Preferred Securities,
to the extent the Trust shall have funds available therefor; (ii) the
redemption price, including all accrued and unpaid Distributions to the date of
redemption (the "Redemption Price"), to the extent the Trust has funds
available therefor, with respect to any Preferred Securities called for
redemption by the Trust; and (iii) upon a voluntary or involuntary dissolution,
winding-up or termination of the Trust (other than in connection with the
distribution of Junior Subordinated Debentures to the Holders in exchange for
Preferred Securities as provided in the Trust Agreement or a redemption of all
of the Preferred Securities), the lesser of (a) the aggregate of the
liquidation amount and all accrued and unpaid Distributions on the Preferred
Securities to the date of payment, to the extent the Trust shall have funds
available therefore (the "Liquidation Distribution"); and (b) the amount of
assets of the Trust remaining available for distribution to Holders in
liquidation of the Trust.

"Holder" shall mean any holder, as registered on the books and records of the
Trust, of any Preferred Securities; provided, however, that, in determining
whether the holders of the requisite percentage of Preferred 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 Preferred Guarantee Trustee, any Affiliate of
the Preferred Guarantee Trustee, or any officers, directors, shareholders,
members, partners, employees, representatives, nominees, custodians or agents
of the Preferred Guarantee Trustee.

3
<PAGE> 8

"Indenture" means the Indenture dated as of June __, 1997, among the Debenture
Issuer and Wilmington Trust Company, as trustee, and any indenture supplemental
thereto pursuant to which certain subordinated debt securities of the Debenture
Issuer are to be issued to the Property Trustee of the Trust.

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

"Majority in liquidation amount of the Preferred Securities" means the holders
of more than 50% of the liquidation amount (including the stated amount that
would be paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all of the Preferred Securities.

"Officers' Certificate" means, with respect to any Person, a certificate signed
by two authorized officers of such Person. Any Officers' Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Preferred Securities Guarantee shall include:

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

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

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

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

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

"Preferred Guarantee Trustee" means Wilmington Trust Company, until a Successor
Preferred Guarantee Trustee has been appointed and has accepted such
appointment pursuant tot he terms of this Preferred Securities Guarantee and
thereafter means each such Successor Preferred Guarantee Trustee.

4
<PAGE> 9

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

"Responsible Officer" means, with respect to the Preferred Guarantee Trustee,
any officer of the Preferred Guarantee Trustee, including any vice president,
any assistant vice president, any assistant secretary, the treasurer, any
assistant treasurer or other officer 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 and familiarity with the
particular subject.

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

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.

(a) This Preferred Securities Guarantee is subject to the
provisions of the Trust Indenture Act that are required to be part of
this Preferred Securities Guarantee and shall, to the extent
applicable, be governed by such provisions.

(b) If and to the extent that any provision of this Preferred
Securities Guarantee limits, qualifies or conflicts with the duties
imposed by Section 310 to 317, inclusive, of the Trust Indenture Act,
such imposed duties shall control.

SECTION 2.2 LISTS OF HOLDERS OF SECURITIES.

(a) The Guarantor shall provide the Preferred Guarantee Trustee
with a list, in such form as the Preferred Guarantee Trustee may
reasonably require, of the names and addresses of the Holders of the
Preferred Securities ("List of Holders") as of such date; (i) within
one Business Day after January 1 and June 30 of each year; and (ii) at
any other time within 30 days of receipt by the Guarantor of a written
request for a List of Holders as of a date no more than 15 days before
such List of Holders is given to the Preferred Guarantee Trustee;
provided, that the Guarantor shall not be obligated to provide such
List of Holders at any time the List of Holders does not differ from
the most recent List of Holders given to the Preferred Guarantee
Trustee by the Guarantor. The

5
<PAGE> 10

Preferred Guarantee Trustee may destroy any List of Holders previously
given to it on receipt of a new List of Holders.

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

SECTION 2.3 REPORTS BY THE PREFERRED GUARANTEE TRUSTEE.

On or before July 15 of each year, the Preferred Guarantee Trustee shall
provide to the Holders of the Preferred Securities such reports as are required
by Section 313 of the Trust Indenture Act, if any, in the form and in the
manner provided by Section 313 of the Trust Indenture Act. The Preferred
Guarantee Trustee shall also comply with the requirements of Section 313(d) of
the Trust Indenture Act.

SECTION 2.4 PERIODIC REPORTS TO PREFERRED GUARANTEE TRUSTEE.

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

SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

SECTION 2.6 EVENTS OF DEFAULT; WAIVER.

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

SECTION 2.7 EVENT OF DEFAULT; NOTICE.

(a) The Preferred 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 Preferred Securities, notices
of all Events of Default

6
<PAGE> 11

actually known to a Responsible Officer of the Preferred Guarantee
Trustee, unless such defaults have been cured before the giving of
such notice; provided, except in the case of a default in the payment
of a Guarantee Payment, that the Preferred Guarantee Trustee shall be
protected in withholding such notice if and so long as a Responsible
Officer of the Preferred Guarantee Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders
of the Preferred Securities.

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

SECTION 2.8 CONFLICTING INTERESTS.

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

ARTICLE III
POWERS, DUTIES AND RIGHTS OF
PREFERRED GUARANTEE TRUSTEE

SECTION 3.1 POWERS AND DUTIES OF THE PREFERRED GUARANTEE TRUSTEE.

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

(b) If an Event of Default actually known to a Responsible Officer
of the Preferred Guarantee Trustee has occurred and is continuing, the
Preferred

<PAGE> 12

Guarantee Trustee shall enforce this Preferred Securities Guarantee
for the benefit of the Holders of the Preferred Securities.

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

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

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

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

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

8
<PAGE> 13

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

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

(iv) no provision of this Preferred Securities Guarantee
shall require the Preferred 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 Preferred
Guarantee Trustee shall have reasonable grounds for believing
that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Preferred
Securities Guarantee or indemnity, reasonably satisfactory to
the Preferred Guarantee Trustee, against such risk or
liability is not reasonably assured to it.

SECTION 3.2 CERTAIN RIGHTS OF PREFERRED GUARANTEE TRUSTEE.

(a) Subject to the provisions of Section 3.1:

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

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

(iii) whenever, in the administration of this Preferred
Securities Guarantee, the Preferred Guarantee Trustee shall
deem it desirable that a matter be proved or established
before taking, suffering or omitting any action hereunder, the
Preferred Guarantee Trustee (unless other evidence

9
<PAGE> 14

is herein specifically prescribed) may, in the absence
of bad faith on its part, request and conclusively rely upon
an Officers' Certificate which, upon receipt of such request,
shall be promptly delivered by the Guarantor;

(iv) the Preferred Guarantee Trustee shall have no duty to
see to any recording, filing or registration of any instrument
(or any rerecording, refiling or re-registration thereof);

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

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

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

10
<PAGE> 15

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

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

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

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

SECTION 3.3 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE
OF GUARANTEE.

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

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<PAGE> 16

ARTICLE IV
PREFERRED GUARANTEE TRUSTEE

SECTION 4.1 PREFERRED GUARANTEE TRUSTEE; ELIGIBILITY.

(a) There shall be a Preferred Guarantee Trustee which shall:

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

(ii) be a corporation organized and doing business under
the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a
corporation or Person permitted by the Securities and Exchange
Commission to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus
of at least $50,000,000, and subject to supervision or
examination by Federal, State, Territorial or District of
Columbia authority. If such corporation 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 4.1(a)I99), the combined capital and surplus of such
corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.

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

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

SECTION 4.2 APPOINTMENT, REMOVAL AND RESIGNATION OF PREFERRED GUARANTEE
TRUSTEES.

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

(b) The Preferred Guarantee Trustee may be removed for cause at
any time by Act (within the meaning of Section 608 of the Trust
Agreement) of the Holders of at least a Majority in Liquidation Amount
of the Preferred Securities, delivered to the Preferred Guarantee
Trustee.

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<PAGE> 17

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

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

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

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

(g) Upon termination of this Preferred Securities Guarantee or
removal or resignation of the Preferred Guarantee Trustee pursuant to
this Section 4.2, the Guarantor shall pay to the Preferred Guarantee
all amounts accrued to the date of such termination, removal or
resignation.

ARTICLE V
GUARANTEE

SECTION 5.1 GUARANTEE.

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

13
<PAGE> 18

may be satisfied by direct payment of the required amounts by the Guarantor to
the Holders or by causing the Trust to pay such amounts to the Holders.

SECTION 5.2 WAIVER OF NOTICE AND DEMAND.

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

SECTION 5.3 OBLIGATIONS NOT AFFECTED.

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

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

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

(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
Preferred Securities, or any action on the part of the Trust granting
indulgence or extension of any kind;

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

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

14
<PAGE> 19

(f) any failure or omission to receive any regulator approval or
consent required in connection with the Preferred Securities (or the
common equity securities issued by the Trust), including the failure
to receive any regulatory approval required in connection with the
redemption of the Preferred Securities.

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

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

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

SECTION 5.4 RIGHTS OF HOLDERS.

(a) The Holders of a Majority in liquidation amount of the
Preferred Securities have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the
Preferred Guarantee Trustee in respect of this Preferred Securities
Guarantee or exercising any trust or power conferred upon the
Preferred Guarantee Trustee under this Preferred Securities Guarantee.

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

SECTION 5.5 GUARANTEE OF PAYMENT.

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

SECTION 5.6 SUBROGATION.

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

15
<PAGE> 20

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

SECTION 5.7 INDEPENDENT OBLIGATIONS.

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

ARTICLE VI
LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 LIMITATION OF TRANSACTIONS.

So long as any Preferred Securities remain outstanding, if there shall have
occurred an Event of Default under this Preferred Securities Guarantee, an
Event of Default under the Trust Agreement or during an Extended Interest
Payment Period (as defined in the Indenture), then (a) the Guarantor shall not
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock (other than (i) the reclassification of any class of the
Company's capital stock into another class of capital stock, (ii) dividends or
distributions payable in any class of the Company's common stock, (iii) any
declaration of a dividend in connection with the implementation of a
shareholder rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto and
(iv) purchases of the Company's common stock related to the rights under any of
the Company's benefit plans for its or its subsidiaries' directors, officers or
employees), and (b) the Guarantor shall not make any payment of interest or
principal on or repay, repurchase or redeem any debt securities issued by the
Guarantor which rank pari passu with or junior to the Junior Subordinated
Debentures.

SECTION 6.2 RANKING.

This Preferred Securities Guarantee will constitute an unsecured obligation of
the Guarantor and will rank (i) subordinate and junior in right of payment to
all other liabilities of the Guarantor, (ii) pari passu with the most senior
preferred securities or preference stock now or hereafter issued by the
Guarantor and with any guarantee now

16
<PAGE> 21

or hereafter entered into by the Guarantor in respect to any preferred
securities or preference stock of any Affiliate of the Guarantor, and (iii)
senior to the Guarantor's common stock.

ARTICLE VII
TERMINATION

SECTION 7.1 TERMINATION.

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

ARTICLE VIII
INDEMNIFICATION

SECTION 8.1 EXCULPATION.

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

(b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Guarantor and upon such
information, opinions, reports or statements presented to the
Guarantor by any Person as to matters the Indemnified Person
reasonably believes are within such other Person's professional or
expert competence and who has been selected with reasonable care by
or on behalf of the Guarantor, including information, opinions, reports

<PAGE> 22

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 Preferred Securities might
properly be paid.

SECTION 8.2 INDEMNIFICATION.

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

ARTICLE IX
MISCELLANEOUS

SECTION 9.1 SUCCESSORS AND ASSIGNS.

All guarantees and agreements contained in this Preferred Securities Guarantee
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article XII of the
Indenture and pursuant to which the assignee agrees in writing to perform the
Guarantor's obligations hereunder, the Guarantor shall not assign its
obligations hereunder, and any purported assignment that is not in accordance
with these provisions shall be void.

SECTION 9.2 AMENDMENTS.

Except with respect to any changes that do not materially adversely affect the
rights of Holders (in which case no consent of Holders will be required), this
Preferred Securities Guarantee may not only be amended with the prior approval
of the Holders of at least a Majority in liquidation amount of the Preferred
Securities. The provisions of Article VI of the Trust Agreement with respect
to meetings of Holders of the Preferred Securities apply to the giving of such
approval.

SECTION 9.3 NOTICES.

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<PAGE> 23

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

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

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

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

Republic Bancshares, Inc.
111 Second Avenue, N.E., Suite 300
St. Petersburg, Florida 33701
Attention: Chief Financial Officer

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

SECTION 9.4 BENEFIT.

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

SECTION 9.5 GOVERNING LAW.

THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA.

19
<PAGE> 24

This Preferred Securities Guarantee is executed as of the day and year first
above written.

REPUBLIC BANCSHARES, INC.,
as Guarantor

By: ________________________________
Name: ______________________________
Title:______________________________

WILMINGTON TRUST COMPANY, as
Preferred Guarantee Trustee

By: ________________________________
Name: ______________________________
Title:______________________________

<PAGE> 1
EXHIBIT 5.1

[LETTERHEAD OF HOLLAND & KNIGHT LLP]

June _, 1997

Republic Bancshares, Inc.
111 Second Avenue, N.E., Suite 300
St. Petersburg, Florida 33701
Attention: Board of Directors

BBC Capital Trust I
c/o Republic Bancshares, Inc.
111 Second Avenue, N.E., Suite 300
St. Petersburg, Florida 33701
Attention; Administrative Trustees

Re: RBI Capital Trust I

Gentlemen:

We have acted as counsel to Republic Bancshares, Inc., a Florida
corporation (the "Company") and RBI Capital Trust I, a Delaware statutory
business trust ("RBI Capital"), in connection with the preparation of a
Registration Statement on Form S-2 (together with any amendments thereto, the
"Registration Statement") filed by the Company and RBI with the Securities and
Exchange Commission (the "SEC") for the purpose of registering under the
Securities Act of 1933, as amended, preferred securities (the "Preferred
Securities") of RBI Capital, junior subordinated debentures (the "Junior
Subordinated Debentures") of the Company and the guarantee of the Company with
respect to the Preferred Securities (the "Guarantee").

In connection with this opinion, we have examined origin or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate of
trust (the "Certificate of Trust") filed by RBI Capital with the Secretary of
State of the State of Delaware on May 29, 1997; (ii) the Trust Agreement, dated
as of May 29, 1997, with respect to RBI Capital; (iii) the form of the
Amended and Restated Trust Agreement with respect to RBI Capital; (iv) the form
of the Preferred Securities of RBI Capital; (v) the form of the Guarantee
between the Company and Wilmington Trust Company, as trustee; (vi) the form of
the Junior Subordinated Debentures; (vii) the form of the indenture (the

<PAGE> 2

Republic Inc.
RBI Capital Trust I
June __, 1997
Page 2

case in the form filed as an exhibit to the Registration Statement; and (viii)
the Registration Statement. We have also examined originals or copies,
certified, or otherwise identified to our satisfaction, of such other documents,
certificates, and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.

In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies and the authenticity of the originals of
such copies. In examining documents executed by parties other than the Company
or BBC Capital, we have assumed that such parties had the power, corporate or
otherwise, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or otherwise,
and execution and delivery by such parties of such documents and that, except
as set forth in paragraph (1) and (2) below, such documents constitute valid
and binding obligations of such parties. In addition, we have assumed that the
Amended and Restated Trust Agreement of RBI Capital, the Preferred Securities
of RBI Capital, the Guarantee, the Junior Subordinated Debentures and the
Indenture, when executed, will be executed in substantially the form reviewed
by us. As to any facts material to the opinions expressed herein which were not
independently established or verified, we have relied upon oral or written
statements and representations of officers, trustees, and other representatives
of the Company, BBC Capital and others.

We are qualified to practice law only in the States of Florida and
Georgia and the District of Columbia (the "States"), and we do not purport to be
experts on, or to express any opinion herein concerning, any law other than the
laws of the States and the federal law of the United States. Accordingly, the
opinions contained herein are expressly limited to the matters of the laws of
the States and the federal law of the United States.

Based upon and subject to the foregoing and other qualifications and
limitations set forth herein, we are of the opinion that:

1. After the Indenture has been duly executed and delivered, the Junior
Subordinated Debentures, when duly executed, delivered, authenticated and issued
in accordance with the Indenture and delivered and paid for as contemplated by
the Registration Statement, 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 to the extent that enforcement
thereof may be limited by (i)

<PAGE> 3

Republic Bancshares, Inc.
RBI Capital Trust I
June __, 1997
Page 3

bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and (ii) general
principles of equity regardless of whether enforceability is considered in a
proceeding at law or in equity.

2. The Guarantee, when duly executed and delivered by the parties
thereto, will be a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and (ii) general principles of equity
regardless of whether enforceability is considered in a proceeding at law or in
equity.

We consent to the filing of this opinion with the SEC as an exhibit to
the Registration Statement and to the use of our name under the heading
"Validity of Securities" in the Registration Statement.

Very truly yours,

HOLLAND & KNIGHT LLP

By:
----------------------------
John A. Buchman

<PAGE> 1

EXHIBIT 5.2

[LETTERHEAD OF RICHARDS LAYTON & FINGER]

June __, 1997

RBI Capital Trust I
c/o Republic Bancshares, Inc.
111 Second Avenue, N.E., Suite 300
St. Petersburg, Florida 33701

Re: RBI Capital Trust I

Ladies and Gentlemen:

We have acted as special counsel for RBI Capital Trust I, a Delaware
business trust (the "Trust") in connection with the matters set forth herein. At
your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(a) The Certificate of Trust of the Trust, dated as of May 29, 1997
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on May 29, 1997;

(b) The Trust Agreement of the Trust, dated as of May 29, 1997, among
Republic Bancshares, Inc., a Florida corporation (the "Company") and the
trustees of the Trust named therein;

(c) The Registration Statement on Form S-2 (the "Registration
Statement"), including a prospectus (the "Prospectus") relating to the __%
Cumulative Trust Preferred Securities of the Trust representing undivided
beneficial interests in the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), filed by the Company and the Trust as
set forth therein with the Securities and Exchange Commission on May 30, 1997;

(d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among the Company, the trustees of the Trust named therein, and the
holders, from time to time, of undivided beneficial interests in the Trust (the
"Trust Agreement"), attached as an exhibit to the Registration Statement; and

<PAGE> 2

RBI Capital Trust I
June __, 1997
Page 2

(e) A Certificate Good Standing for the Trust, dated June __ 1997,
obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement. For purposes of this opinion, we have
not reviewed any documents other than the documents listed above, and we have
assumed that there exists no provision in any document that we have not
reviewed that bears upon or is inconsistent with the opinions stated herein. We
have conducted no independent factual investigation of our own but rather have
relied solely upon the foregoing documents, the statements and information set
forth therein and the additional matters recited or assumed herein, all of
which we have assumed to be true, complete and accurate in all material
respects.

With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies of
forms and (iii) the genuineness of all signatures.

For purpose of this opinion, we have assumed (i) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation or due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of nature persons who ore parties to the documents examined by us, (iv)
that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such Preferred
Security and the payment for the Preferred Security acquired by it, in
accordance with the Trust Agreement and the Prospectus and (vii) that the
Preferred Securities are issued and sold to the Preferred Security Holders in
accordance with the Trust Agreement and the Prospectus. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware) as we have considered necessary or

<PAGE> 1
EXHIBIT 8.1

________________, 1997

Republic Bancshares, Inc.
111 Second Avenue N.E.
St. Petersburg, FL 33701

Republic Capital Trust I
111 Second Avenue N.E.
St. Petersburg, FL 33701

Re: Registration Statement on Form S-2
Registration No. _________________

Ladies and Gentlemen:

We have acted as special United States tax counsel for Republic
Bancshares, Inc., a Florida corporation (the "Company"), and Republic Capital
Trust I, a statutory business trust formed under the laws of the State of
Delaware (the "Trust"), in connection with the above-captioned registration
statement on Form S-2 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") for the purpose of registering (a)
the guarantee by the Company of 2,500,000 of the Trust's _____% cumulative trust
preferred pass-through securities, liquidation amount of $10.00 per preferred
security (the "Preferred Securities") with respect to distributions and payments
upon liquidation, redemption and otherwise, (b) $25,000,000 principal amount of
______% Junior Subordinated Debentures due _________________, 2027, to be issued
by the Company and (c) an aggregate of 2,500,000 of the Trust's Preferred
Securities.

We hereby confirm that, although the discussion set forth under the
heading "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" in the Registration Statement
does not purport to discuss all possible United States federal income tax
consequences of the purchase, ownership and disposition of the Preferred
Securities, in our opinion, such discussion constitutes, in all material
respects, a fair and accurate summary of the United States federal income tax
consequences of the purchase, ownership and disposition of the Preferred
Securities, based upon current law. It is
<PAGE> 2

EXHIBIT 8.1

[HOLLAND & KNIGHT LLP LETTERHEAD]

June __, 1997

Republic Bancshares, Inc.
111 Second Avenue, N.E., Suite 300
St. Petersburg, Florida 33701
Attention: Board of Directors

Gentlemen:

We have acted as counsel to Republic Bancshares, Inc. a Florida
corporation (the "Company"), and RBI Capital Trust I, a Delaware statutory
business trust ("RBI Capital"), in connection with the registration statement of
the Company and RBI Capital on Form S-2 (together with all amendments thereto,
the "Registration Statement") of which a prospectus ("Prospectus") is a part,
filed on May 30, 1997 by the Company and RBI Capital with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended,
for the purpose of registering preferred securities of RBI Capital, junior
subordinated debentures of the Company and the guarantee of the Company with
respect to such preferred securities. This opinion is furnished pursuant to the
requirements of Item 601(b)(8) of Regulation S-K.

For purposes of rendering this opinion, we have reviewed and relied
upon the Registration Statement and such other documents and instruments as we
deemed necessary for the rendering of this opinion. In our examination of
relevant documents, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, the authenticity
of such copies and the accuracy and completeness of all corporate records made
available to us by the Company and RBI Capital.

Based solely on our review of such documents, and upon such information
as the Company has provided to us (which we have not attempted to verify in any
respect), and reliance upon such documents and information, we hereby adopt and
incorporate by reference the opinion set forth in the Prospectus under the
caption "Certain Federal Income Tax Consequences."

Our opinion is limited to the federal income tax matters described
above and does not address any other federal income tax considerations or any
state, local, foreign, or other tax considerations. If any of the information on
which we have relied is incorrect, or if changes in the relevant facts occur
after the date hereof, our opinion

<PAGE> 3

Republic Bancshares, Inc.
June __, 1997
Page 2

could be affected thereby. Moreover, our opinion is based on the Internal
Revenue Code of 1986, as amended, applicable Treasury regulations promulgated
thereunder, and Internal Revenue Service rulings, procedures, and other
pronouncements published by the United States Internal Revenue Service. These
authorities are all subject to change, and such chance may be made with
retroactive effect. We can give no assurance that, after such change, our
opinion would not be different. We undertake no responsibility to update or
supplement our opinion. This opinion is not binding on the Internal Revenue
Service, and there can be no assurance, and none is hereby given, that the
Internal Revenue Service will not take a position contrary to one or more of the
positions reflected in the foregoing opinion, or that our opinion will be upheld
by the courts if challenged by the Internal Revenue Service.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name in the Prospectus
under the caption "Certain Federal Income Tax Consequences."

Very truly yours,

HOLLAND & KNIGHT LLP

By:
---------------------------------
John A. Buchman

<PAGE> 4
possible that contrary positions may be taken by the Internal Revenue Service
and that a court may agree with such contrary positions.

This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth below, is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our prior
written consent. We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Commission promulgated thereunder. This opinion is
expressed as of the date hereof unless otherwise expressly stated and applies
only to the disclosure under the heading "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES" set forth in the Registration Statement filed as of the date
hereof. We disclaim any undertaking to advise you of any subsequent changes of
the facts stated or assumed herein or any subsequent changes in applicable law.

Sincerely,

/s/ Holland & Knight LLP

HOLLAND & KNIGHT LLP

<PAGE> 1

Exhibit 12.1

<TABLE>
<CAPTION>
Three Months Ended Seven Months Ended Five Months Ended Years Ended
March 31, Years Ended December 31, December 31, May 31, December 31,
----------------- ------------------------ ------------------ ----------------- -------------
1997 1996 1996 1995 1994 1994 1993 1994 1993 1993 1992
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net income before taxes
goodwill & taxes $ 2,567 $1,903 $ 6,016 $ 7,648 $ 7,369 $ 4,311 $2,182 $3,058 $(1,114) $(1,251) $ 257
Fixed interest charges 8,969 7,927 32,926 30,001 16,871 10,711 3,110 6,160 1,970 6,054 6,054
Non-cummulative Preferred
Stock Dividends 66 66 264 264 264 198 0 66 0 -- --
-------- ------ ------- ------- ------- ------ ------ ------ ------- ------ -------
Earnings: $11,602 $9,896 $39,206 $37,913 $24,504 $15,220 $5,292 $9,284 $ 856 $ 4,803 $6,311
Ratio of Earnings to Fixed
Charges: 1.29 1.25 1.19 1.26 1.45 1.42 1.70 1.51 0.43 0.79 1.04

</TABLE>

<PAGE> 1
Exhibit 25.1

Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) ___

WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)

Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)

Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)

Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)

REPUBLIC BANCSHARES, INC.

(Exact name of obligor as specified in its charter)

Florida 59-3347653
(State of incorporation) (I.R.S. employer
identification no.)

111 Second Avenue N.E.
St. Petersburg, Florida 33701
(Address of principal executive offices) (Zip Code)

Junior Subordinated Debentures of Republic Bancshares, Inc.
(Title of the indenture securities)

<PAGE> 2

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority
to which it is subject.

Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
affiliation:

Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor
is not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

A. Copy of the Charter of Wilmington Trust Company, which
includes the certificate of authority of Wilmington Trust
Company to commence business and the authorization of
Wilmington Trust Company to exercise corporate trust powers.
B. Copy of By-Laws of Wilmington Trust Company.
C. Consent of Wilmington Trust Company required by Section
321(b) of Trust Indenture Act.
D. Copy of most recent Report of Condition of Wilmington Trust
Company.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 4th day
of June, 1997.

WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ Donald G. MacKelcan By:/s/ Emmett R. Harmon
---------------------------- ----------------------------
Assistant Secretary Name: Emmett R. Harmon
Title: Vice President

2
<PAGE> 3

EXHIBIT A

AMENDED CHARTER

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON MAY 9, 1987
<PAGE> 4

AMENDED CHARTER

ACT OF INCORPORATION

WILMINGTON TRUST COMPANY

WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the
name of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment
filed in the Office of the Secretary of State on March 18, A.D. 1903, and the
Charter or Act of Incorporation of which company has been from time to time
amended and changed by merger agreements pursuant to the corporation law for
state banks and trust companies of the State of Delaware, does hereby alter and
amend its Charter or Act of Incorporation so that the same as so altered and
amended shall in its entirety read as follows:

FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

SECOND: - The location of its principal office in the State of
Delaware is at Rodney Square North, in the City of Wilmington,
County of New Castle; the name of its resident agent is WILMINGTON
TRUST COMPANY whose address is Rodney Square North, in said City.
In addition to such principal office, the said corporation maintains
and operates branch offices in the City of Newark, New Castle
County, Delaware, the Town of Newport, New Castle County, Delaware,
at Claymont, New Castle County, Delaware, at Greenville, New Castle
County Delaware, and at Milford Cross Roads, New Castle County,
Delaware, and shall be empowered to open, maintain and operate
branch offices at Ninth and Shipley Streets, 418 Delaware Avenue,
2120 Market Street, and 3605 Market Street, all in the City of
Wilmington, New Castle County, Delaware, and such other branch
offices or places of business as may be authorized from time to time
by the agency or agencies of the government of the State of Delaware
empowered to confer such authority.

THIRD: - (a) The nature of the business and the objects and purposes
proposed to be transacted, promoted or carried on by this
Corporation are to do any or all of the things herein mentioned as
fully and to the same extent as natural persons might or could do
and in any part of the world, viz.:
<PAGE> 5

(1) To sue and be sued, complain and defend in any Court of
law or equity and to make and use a common seal, and alter
the seal at pleasure, to hold, purchase, convey, mortgage or
otherwise deal in real and personal estate and property, and
to appoint such officers and agents as the business of the
Corporation shall require, to make by-laws not inconsistent
with the Constitution or laws of the United States or of this
State, to discount bills, notes or other evidences of debt,
to receive deposits of money, or securities for money, to buy
gold and silver bullion and foreign coins, to buy and sell
bills of exchange, and generally to use, exercise and enjoy
all the powers, rights, privileges and franchises incident to
a corporation which are proper or necessary for the
transaction of the business of the Corporation hereby
created.

(2) To insure titles to real and personal property, or any
estate or interests therein, and to guarantee the holder of
such property, real or personal, against any claim or claims,
adverse to his interest therein, and to prepare and give
certificates of title for any lands or premises in the State
of Delaware, or elsewhere.

(3) To act as factor, agent, broker or attorney in the
receipt, collection, custody, investment and management of
funds, and the purchase, sale, management and disposal of
property of all descriptions, and to prepare and execute all
papers which may be necessary or proper in such business.

(4) To prepare and draw agreements, contracts, deeds,
leases, conveyances, mortgages, bonds and legal papers of
every description, and to carry on the business of
conveyancing in all its branches.

(5) To receive upon deposit for safekeeping money, jewelry,
plate, deeds, bonds and any and all other personal property
of every sort and kind, from executors, administrators,
guardians, public officers, courts, receivers, assignees,
trustees, and from all fiduciaries, and from all other
persons and individuals, and from all corporations whether
state, municipal, corporate or private, and to rent boxes,
safes, vaults and other receptacles for such property.

(6) To act as agent or otherwise for the purpose of
registering, issuing, certificating, countersigning,
transferring or underwriting the stock, bonds or other
obligations of any corporation, association, state or
municipality, and may receive and manage any sinking fund
therefor on such terms as may be agreed upon between the two

2
<PAGE> 6

parties, and in like manner may act as Treasurer of any
corporation or municipality.

(7) To act as Trustee under any deed of trust, mortgage,
bond or other instrument issued by any state, municipality,
body politic, corporation, association or person, either
alone or in conjunction with any other person or persons,
corporation or corporations.

(8) To guarantee the validity, performance or effect of any
contract or agreement, and the fidelity of persons holding
places of responsibility or trust; to become surety for any
person, or persons, for the faithful performance of any
trust, office, duty, contract or agreement, either by itself
or in conjunction with any other person, or persons,
corporation, or corporations, or in like manner become surety
upon any bond, recognizance, obligation, judgment, suit,
order, or decree to be entered in any court of record within
the State of Delaware or elsewhere, or which may now or
hereafter be required by any law, judge, officer or court in
the State of Delaware or elsewhere.

(9) To act by any and every method of appointment as
trustee, trustee in bankruptcy, receiver, assignee, assignee
in bankruptcy, executor, administrator, guardian, bailee, or
in any other trust capacity in the receiving, holding,
managing, and disposing of any and all estates and property,
real, personal or mixed, and to be appointed as such trustee,
trustee in bankruptcy, receiver, assignee, assignee in
bankruptcy, executor, administrator, guardian or bailee by
any persons, corporations, court, officer, or authority, in
the State of Delaware or elsewhere; and whenever this
Corporation is so appointed by any person, corporation,
court, officer or authority such trustee, trustee in
bankruptcy, receiver, assignee, assignee in bankruptcy,
executor, administrator, guardian, bailee, or in any other
trust capacity, it shall not be required to give bond with
surety, but its capital stock shall be taken and held as
security for the performance of the duties devolving upon it
by such appointment.

(10) And for its care, management and trouble, and the
exercise of any of its powers hereby given, or for the
performance of any of the duties which it may undertake or be
called upon to perform, or for the assumption of any
responsibility the said Corporation may be entitled to
receive a proper compensation.

(11) To purchase, receive, hold and own bonds, mortgages,
debentures, shares of capital stock, and other securities,
obligations, contracts and evidences of indebtedness, of any
private, public or

3
<PAGE> 7

municipal corporation within and without the State of
Delaware, or of the Government of the United States, or of
any state, territory, colony, or possession thereof, or of
any foreign government or country; to receive, collect,
receipt for, and dispose of interest, dividends and income
upon and from any of the bonds, mortgages, debentures, notes,
shares of capital stock, securities, obligations, contracts,
evidences of indebtedness and other property held and owned
by it, and to exercise in respect of all such bonds,
mortgages, debentures, notes, shares of capital stock,
securities, obligations, contracts, evidences of indebtedness
and other property, any and all the rights, powers and
privileges of individual owners thereof, including the right
to vote thereon; to invest and deal in and with any of the
moneys of the Corporation upon such securities and in such
manner as it may think fit and proper, and from time to time
to vary or realize such investments; to issue bonds and
secure the same by pledges or deeds of trust or mortgages of
or upon the whole or any part of the property held or owned
by the Corporation, and to sell and pledge such bonds, as and
when the Board of Directors shall determine, and in the
promotion of its said corporate business of investment and to
the extent authorized by law, to lease, purchase, hold, sell,
assign, transfer, pledge, mortgage and convey real and
personal property of any name and nature and any estate or
interest therein.

(b) In furtherance of, and not in limitation, of the powers
conferred by the laws of the State of Delaware, it is hereby
expressly provided that the said Corporation shall also have the
following powers:

(1) To do any or all of the things herein set forth, to the
same extent as natural persons might or could do, and in any
part of the world.

(2) To acquire the good will, rights, property and
franchises and to undertake the whole or any part of the
assets and liabilities of any person, firm, association or
corporation, and to pay for the same in cash, stock of this
Corporation, bonds or otherwise; to hold or in any manner to
dispose of the whole or any part of the property so
purchased; to conduct in any lawful manner the whole or any
part of any business so acquired, and to exercise all the
powers necessary or convenient in and about the conduct and
management of such business.

(3) To take, hold, own, deal in, mortgage or otherwise lien,
and to lease, sell, exchange, transfer, or in any manner
whatever dispose of property, real, personal or mixed,
wherever situated.

4
<PAGE> 8

(4) To enter into, make, perform and carry out contracts of
every kind with any person, firm, association or corporation,
and, without limit as to amount, to draw, make, accept,
endorse, discount, execute and issue promissory notes,
drafts, bills of exchange, warrants, bonds, debentures, and
other negotiable or transferable instruments.

(5) To have one or more offices, to carry on all or any of
its operations and businesses, without restriction to the
same extent as natural persons might or could do, to purchase
or otherwise acquire, to hold, own, to mortgage, sell, convey
or otherwise dispose of, real and personal property, of every
class and description, in any State, District, Territory or
Colony of the United States, and in any foreign country or
place.

(6) It is the intention that the objects, purposes and
powers specified and clauses contained in this paragraph
shall (except where otherwise expressed in said paragraph) be
nowise limited or restricted by reference to or inference
from the terms of any other clause of this or any other
paragraph in this charter, but that the objects, purposes and
powers specified in each of the clauses of this paragraph
shall be regarded as independent objects, purposes and
powers.

FOURTH: - (a) The total number of shares of all classes of stock
which the Corporation shall have authority to issue is forty-one
million (41,000,000) shares, consisting of:

(1) One million (1,000,000) shares of Preferred stock, par
value $10.00 per share (hereinafter referred to as "Preferred
Stock"); and

(2) Forty million (40,000,000) shares of Common Stock, par
value $1.00 per share (hereinafter referred to as "Common
Stock").

(b) Shares of Preferred Stock may be issued from time to time in
one or more series as may from time to time be determined by the
Board of Directors each of said series to be distinctly designated.
All shares of any one series of Preferred Stock shall be alike in
every particular, except that there may be different dates from
which dividends, if any, thereon shall be cumulative, if made
cumulative. The voting powers and the preferences and relative,
participating, optional and other special rights of each such
series, and the qualifications, limitations or restrictions thereof,
if any, may differ from those of any and all other series at any
time outstanding; and, subject to the provisions of subparagraph 1
of Paragraph (c) of this Article FOURTH, the Board of Directors of
the Corporation is hereby expressly granted authority to fix by
resolution or resolutions adopted prior to the

5
<PAGE> 9

issuance of any shares of a particular series of Preferred Stock,
the voting powers and the designations, preferences and relative,
optional and other special rights, and the qualifications,
limitations and restrictions of such series, including, but without
limiting the generality of the foregoing, the following:

(1) The distinctive designation of, and the number of shares
of Preferred Stock which shall constitute such series, which
number may be increased (except where otherwise provided by
the Board of Directors) or decreased (but not below the
number of shares thereof then outstanding) from time to time
by like action of the Board of Directors;

(2) The rate and times at which, and the terms and
conditions on which, dividends, if any, on Preferred Stock of
such series shall be paid, the extent of the preference or
relation, if any, of such dividends to the dividends payable
on any other class or classes, or series of the same or other
class of stock and whether such dividends shall be cumulative
or non-cumulative;

(3) The right, if any, of the holders of Preferred Stock of
such series to convert the same into or exchange the same
for, shares of any other class or classes or of any series of
the same or any other class or classes of stock of the
Corporation and the terms and conditions of such conversion
or exchange;

(4) Whether or not Preferred Stock of such series shall be
subject to redemption, and the redemption price or prices and
the time or times at which, and the terms and conditions on
which, Preferred Stock of such series may be redeemed.

(5) The rights, if any, of the holders of Preferred Stock of
such series upon the voluntary or involuntary liquidation,
merger, consolidation, distribution or sale of assets,
dissolution or winding-up, of the Corporation.

(6) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock of
such series; and

(7) The voting powers, if any, of the holders of such series
of Preferred Stock which may, without limiting the generality
of the foregoing include the right, voting as a series or by
itself or together with other series of Preferred Stock or
all series of Preferred Stock as a class, to elect one or
more directors of the Corporation if there shall

6
<PAGE> 10

have been a default in the payment of dividends on any one or
more series of Preferred Stock or under such circumstances
and on such conditions as the Board of Directors may
determine.

(c) (1) After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance with the
provisions of section (b) of this Article FOURTH), if any, shall
have been met and after the Corporation shall have complied with all
the requirements, if any, with respect to the setting aside of sums
as sinking funds or redemption or purchase accounts (fixed in
accordance with the provisions of section (b) of this Article
FOURTH), and subject further to any conditions which may be fixed in
accordance with the provisions of section (b) of this Article
FOURTH, then and not otherwise the holders of Common Stock shall be
entitled to receive such dividends as may be declared from time to
time by the Board of Directors.

(2) After distribution in full of the preferential amount,
if any, (fixed in accordance with the provisions of section
(b) of this Article FOURTH), to be distributed to the holders
of Preferred Stock in the event of voluntary or involuntary
liquidation, distribution or sale of assets, dissolution or
winding-up, of the Corporation, the holders of the Common
Stock shall be entitled to receive all of the remaining
assets of the Corporation, tangible and intangible, of
whatever kind available for distribution to stockholders
ratably in proportion to the number of shares of Common Stock
held by them respectively.

(3) Except as may otherwise be required by law or by the
provisions of such resolution or resolutions as may be
adopted by the Board of Directors pursuant to section (b) of
this Article FOURTH, each holder of Common Stock shall have
one vote in respect of each share of Common Stock held on all
matters voted upon by the stockholders.

(d) No holder of any of the shares of any class or series of stock
or of options, warrants or other rights to purchase shares of any
class or series of stock or of other securities of the Corporation
shall have any preemptive right to purchase or subscribe for any
unissued stock of any class or series or any additional shares of
any class or series to be issued by reason of any increase of the
authorized capital stock of the Corporation of any class or series,
or bonds, certificates of indebtedness, debentures or other
securities convertible into or exchangeable for stock of the
Corporation of any class or series, or carrying any right to
purchase stock of any class or series, but any such unissued stock,
additional authorized issue of shares of any class or series of
stock or securities convertible into or exchangeable for stock, or
carrying any right to purchase stock, may be issued and disposed of

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<PAGE> 11

pursuant to resolution of the Board of Directors to such persons,
firms, corporations or associations, whether such holders or others,
and upon such terms as may be deemed advisable by the Board of
Directors in the exercise of its sole discretion.

(e) The relative powers, preferences and rights of each series of
Preferred Stock in relation to the relative powers, preferences and
rights of each other series of Preferred Stock shall, in each case,
be as fixed from time to time by the Board of Directors in the
resolution or resolutions adopted pursuant to authority granted in
section (b) of this Article FOURTH and the consent, by class or
series vote or otherwise, of the holders of such of the series of
Preferred Stock as are from time to time outstanding shall not be
required for the issuance by the Board of Directors of any other
series of Preferred Stock whether or not the powers, preferences and
rights of such other series shall be fixed by the Board of Directors
as senior to, or on a parity with, the powers, preferences and
rights of such outstanding series, or any of them; provided,
however, that the Board of Directors may provide in the resolution
or resolutions as to any series of Preferred Stock adopted pursuant
to section (b) of this Article FOURTH that the consent of the
holders of a majority (or such greater proportion as shall be
therein fixed) of the outstanding shares of such series voting
thereon shall be required for the issuance of any or all other
series of Preferred Stock.

(f) Subject to the provisions of section (e), shares of any series
of Preferred Stock may be issued from time to time as the Board of
Directors of the Corporation shall determine and on such terms and
for such consideration as shall be fixed by the Board of Directors.

(g) Shares of Common Stock may be issued from time to time as the
Board of Directors of the Corporation shall determine and on such
terms and for such consideration as shall be fixed by the Board of
Directors.

(h) The authorized amount of shares of Common Stock and of
Preferred Stock may, without a class or series vote, be increased or
decreased from time to time by the affirmative vote of the holders
of a majority of the stock of the Corporation entitled to vote
thereon.

FIFTH: - (a) The business and affairs of the Corporation shall be
conducted and managed by a Board of Directors. The number of
directors constituting the entire Board shall be not less than five
nor more than twenty-five as fixed from time to time by vote of a
majority of the whole Board, provided, however, that the number of
directors shall not be reduced so as to shorten the term of any
director at the time in office, and provided further, that the

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<PAGE> 12

number of directors constituting the whole Board shall be
twenty-four until otherwise fixed by a majority of the whole Board.

(b) The Board of Directors shall be divided into three classes, as
nearly equal in number as the then total number of directors
constituting the whole Board permits, with the term of office of one
class expiring each year. At the annual meeting of stockholders in
1982, directors of the first class shall be elected to hold office
for a term expiring at the next succeeding annual meeting, directors
of the second class shall be elected to hold office for a term
expiring at the second succeeding annual meeting and directors of
the third class shall be elected to hold office for a term expiring
at the third succeeding annual meeting. Any vacancies in the Board
of Directors for any reason, and any newly created directorships
resulting from any increase in the directors, may be filled by the
Board of Directors, acting by a majority of the directors then in
office, although less than a quorum, and any directors so chosen
shall hold office until the next annual election of directors. At
such election, the stockholders shall elect a successor to such
director to hold office until the next election of the class for
which such director shall have been chosen and until his successor
shall be elected and qualified. No decrease in the number of
directors shall shorten the term of any incumbent director.

(c) Notwithstanding any other provisions of this Charter or Act of
Incorporation or the By-Laws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, this
Charter or Act of Incorporation or the By-Laws of the Corporation),
any director or the entire Board of Directors of the Corporation may
be removed at any time without cause, but only by the affirmative
vote of the holders of two-thirds or more of the outstanding shares
of capital stock of the Corporation entitled to vote generally in
the election of directors (considered for this purpose as one class)
cast at a meeting of the stockholders called for that purpose.

(d) Nominations for the election of directors may be made by the
Board of Directors or by any stockholder entitled to vote for the
election of directors. Such nominations shall be made by notice in
writing, delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the Corporation not less than
14 days nor more than 50 days prior to any meeting of the
stockholders called for the election of directors; provided,
however, that if less than 21 days' notice of the meeting is given
to stockholders, such written notice shall be delivered or mailed,
as prescribed, to the Secretary of the Corporation not later than
the close of the seventh day following the day on which notice of
the meeting was mailed to

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<PAGE> 13

stockholders. Notice of nominations which are proposed by the Board
of Directors shall be given by the Chairman on behalf of the Board.

(e) Each notice under subsection (d) shall set forth (i) the name,
age, business address and, if known, residence address of each
nominee proposed in such notice, (ii) the principal occupation or
employment of such nominee and (iii) the number of shares of stock
of the Corporation which are beneficially owned by each such
nominee.

(f) The Chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not made
in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

(g) No action required to be taken or which may be taken at any
annual or special meeting of stockholders of the Corporation may be
taken without a meeting, and the power of stockholders to consent in
writing, without a meeting, to the taking of any action is
specifically denied.

SIXTH: - The Directors shall choose such officers, agent and
servants as may be provided in the By-Laws as they may from time to
time find necessary or proper.

SEVENTH: - The Corporation hereby created is hereby given the same
powers, rights and privileges as may be conferred upon corporations
organized under the Act entitled "An Act Providing a General
Corporation Law", approved March 10, 1899, as from time to time
amended.

EIGHTH: - This Act shall be deemed and taken to be a private Act.

NINTH: - This Corporation is to have perpetual existence.

TENTH: - The Board of Directors, by resolution passed by a majority
of the whole Board, may designate any of their number to constitute
an Executive Committee, which Committee, to the extent provided in
said resolution, or in the By-Laws of the Company, shall have and
may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and shall
have power to authorize the seal of the Corporation to be affixed to
all papers which may require it.

ELEVENTH: - The private property of the stockholders shall not be
liable for the payment of corporate debts to any extent whatever.

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<PAGE> 14

TWELFTH: - The Corporation may transact business in any part of the
world.

THIRTEENTH: - The Board of Directors of the Corporation is expressly
authorized to make, alter or repeal the By-Laws of the Corporation
by a vote of the majority of the entire Board. The stockholders may
make, alter or repeal any By-Law whether or not adopted by them,
provided however, that any such additional By-Laws, alterations or
repeal may be adopted only by the affirmative vote of the holders of
two-thirds or more of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class).

FOURTEENTH: - Meetings of the Directors may be held outside
of the State of Delaware at such places as may be from time to time
designated by the Board, and the Directors may keep the books of the
Company outside of the State of Delaware at such places as may be
from time to time designated by them.

FIFTEENTH: - (a) In addition to any affirmative vote required by
law, and except as otherwise expressly provided in sections (b) and
(c) of this Article FIFTEENTH:

(A) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with or into (i) any
Interested Stockholder (as hereinafter defined) or (ii) any
other corporation (whether or not itself an Interested
Stockholder), which, after such merger or consolidation,
would be an Affiliate (as hereinafter defined) of an
Interested Stockholder, or

(B) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of related
transactions) to or with any Interested Stockholder or any
Affiliate of any Interested Stockholder of any assets of the
Corporation or any Subsidiary having an aggregate fair market
value of $1,000,000 or more, or

(C) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of related
transactions) of any securities of the Corporation or any
Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder in exchange for cash, securities
or other property (or a combination thereof) having an
aggregate fair market value of $1,000,000 or more, or

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<PAGE> 15

(D) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation, or

(E) any reclassification of securities (including any
reverse stock split), or recapitalization of the Corporation,
or any merger or consolidation of the Corporation with any of
its Subsidiaries or any similar transaction (whether or not
with or into or otherwise involving an Interested
Stockholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or indirectly
owned by any Interested Stockholder, or any Affiliate of any
Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of
the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall
be required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise.

(2) The term "business combination" as used in this Article
FIFTEENTH shall mean any transaction which is referred to any
one or more of clauses (A) through (E) of paragraph 1 of the
section (a).

(b) The provisions of section (a) of this Article FIFTEENTH
shall not be applicable to any particular business
combination and such business combination shall require only
such affirmative vote as is required by law and any other
provisions of the Charter or Act of Incorporation of By-Laws
if such business combination has been approved by a majority
of the whole Board.

(1) A "person" shall mean any individual firm, corporation or other
entity.

(2) "Interested Stockholder" shall mean, in respect of any business
combination, any person (other than the Corporation or any
Subsidiary) who or which as of the record date for the determination
of stockholders entitled to notice of and to vote on such business
combination, or immediately prior to the consummation of any such
transaction:

(A) is the beneficial owner, directly or indirectly, of more
than 10% of the Voting Shares, or

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<PAGE> 16

(B) is an Affiliate of the Corporation and at any time
within two years prior thereto was the beneficial owner,
directly or indirectly, of not less than 10% of the then
outstanding voting Shares, or

(C) is an assignee of or has otherwise succeeded in any
share of capital stock of the Corporation which were at any
time within two years prior thereto beneficially owned by any
Interested Stockholder, and such assignment or succession
shall have occurred in the course of a transaction or series
of transactions not involving a public offering within the
meaning of the Securities Act of 1933.

(3) A person shall be the "beneficial owner" of any Voting Shares:

(A) which such person or any of its Affiliates and
Associates (as hereafter defined) beneficially own, directly
or indirectly, or

(B) which such person or any of its Affiliates or Associates
has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (ii) the right to vote
pursuant to any agreement, arrangement or understanding, or

(C) which are beneficially owned, directly or indirectly, by
any other person with which such first mentioned person or
any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of capital stock
of the Corporation.

(4) The outstanding Voting Shares shall include shares deemed owned
through application of paragraph (3) above but shall not include any
other Voting Shares which may be issuable pursuant to any agreement,
or upon exercise of conversion rights, warrants or options or
otherwise.

(5) "Affiliate" and "Associate" shall have the respective meanings
given those terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on December
31, 1981.

(6) "Subsidiary" shall mean any corporation of which a majority of
any class of equity security (as defined in Rule 3a11-1 of the
General Rules and Regulations under the Securities Exchange Act of
1934, as in effect in December 31, 1981) is owned, directly or
indirectly, by the Corporation; provided, however, that for the
purposes of the definition of Investment Stockholder set forth in
paragraph (2) of this section (c), the term

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<PAGE> 17

"Subsidiary" shall mean only a corporation of which a majority of
each class of equity security is owned, directly or indirectly, by
the Corporation.

(d) majority of the directors shall have the power and duty
to determine for the purposes of this Article FIFTEENTH on
the basis of information known to them, (1) the number of
Voting Shares beneficially owned by any person (2) whether a
person is an Affiliate or Associate of another, (3) whether a
person has an agreement, arrangement or understanding with
another as to the matters referred to in paragraph (3) of
section (c), or (4) whether the assets subject to any
business combination or the consideration received for the
issuance or transfer of securities by the Corporation, or any
Subsidiary has an aggregate fair market value of $1,00,000 or
more.

(e) Nothing contained in this Article FIFTEENTH shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.

SIXTEENTH: Notwithstanding any other provision of this Charter or
Act of Incorporation or the By-Laws of the Corporation (and in
addition to any other vote that may be required by law, this Charter
or Act of Incorporation by the By-Laws), the affirmative vote of the
holders of at least two-thirds of the outstanding shares of the
capital stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as one class)
shall be required to amend, alter or repeal any provision of
Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of this Charter
or Act of Incorporation.

SEVENTEENTH: (a) a Director of this Corporation shall not be liable
to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a Director, except to the extent such
exemption from liability or limitation thereof is not permitted
under the Delaware General Corporation Laws as the same exists or
may hereafter be amended.

(b) Any repeal or modification of the foregoing paragraph
shall not adversely affect any right or protection of a
Director of the Corporation existing hereunder with respect
to any act or omission occurring prior to the time of such
repeal or modification."

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<PAGE> 18

EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON JANUARY 16, 1997

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<PAGE> 19

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I
STOCKHOLDERS' MEETINGS

Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

Section 3. Notice of all meetings of the stockholders shall be given
by mailing to each stockholder at least ten (10) days before said meeting, at
his last known address, a written or printed notice fixing the time and place
of such meeting.

Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one
vote, either in person or by proxy, for each shares of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

ARTICLE II
DIRECTORS

Section 1. The number and classification of the Board of Directors
shall be as set forth in the Charter of the Bank.

Section 2. No person who has attained the age of seventy-two (72)
years shall be nominated for election to the Board of Directors of the Company,
provided, however, that this limitation shall not apply to any person who was
serving as director of the Company on September 16, 1971.

Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

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<PAGE> 20

Section 5. The Board of Directors shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

Section 6. Special meetings of the Board of Directors may be called
at any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

Section 8. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

Section 9. In the event of the death, resignation, removal, inability
to act, or disqualification of any director, the Board of Directors, although
less than a quorum, shall have the right to elect the successor who shall hold
office for the remainder of the full term of the class of directors in which
the vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect
from its own members a Chairman of the Board of Directors and a President who
may be the same person. The Board of Directors shall also elect at such
meeting a Secretary and a Treasurer, who may be the same person, may appoint at
any time such other committees and elect or appoint such other officers as it
may deem advisable. The Board of Directors may also elect at such meeting one
or more Associate Directors.

Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

Section 12. The Board of Directors may designate an officer to be in
charge of such of the departments or division of the Company as it may deem
advisable.

ARTICLE III
COMMITTEES

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<PAGE> 21

Section I. Executive Committee

(A) The Executive Committee shall be composed of
not more than nine members who shall be selected by the Board of Directors from
its own members and who shall hold office during the pleasure of the Board.

(B) The Executive Committee shall have all the
powers of the Board of Directors when it is not in session to transact all
business for and in behalf of the Company that may be brought before it.

(C) The Executive Committee shall meet at the
principal office of the Company or elsewhere in its discretion at such times to
be determined by a majority of its members, or at the call of the Chairman of
the Executive Committee or at the call of the Chairman of the Board of
Directors. The majority of its members shall be necessary to constitute a
quorum for the transaction of business. Special meetings of the Executive
Committee may be held at any time when a quorum is present.

(D) Minutes of each meeting of the Executive
Committee shall be kept and submitted to the Board of Directors at its next
meeting.

(E) The Executive Committee shall advise and
superintend all investments that may be made of the funds of the Company, and
shall direct the disposal of the same, in accordance with such rules and
regulations as the Board of Directors from time to time make.

(F) In the event of a state of disaster of
sufficient severity to prevent the conduct and management of the affairs and
business of the Company by its directors and officers as contemplated by these
By-Laws any two available members of the Executive Committee as constituted
immediately prior to such disaster shall constitute a quorum of that Committee
for the full conduct and management of the affairs and business of the Company
in accordance with the provisions of Article III of these By-Laws; and if less
than three members of the Trust Committee is constituted immediately prior to
such disaster shall be available for the transaction of its business, such
Executive Committee shall also be empowered to exercise all of the powers
reserved to the Trust Committee under Article III Section 2 hereof. In the
event of the unavailability, at such time, of a minimum of two members of such
Executive Committee, any three available directors shall constitute the
Executive Committee for the full conduct and management of the affairs and
business of the Company in accordance with the foregoing provisions of this
Section. This By-Law shall be subject to implementation by Resolutions of the
Board of Directors presently existing or hereafter passed from

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<PAGE> 22

time to time for that purpose, and any provisions of these By-Laws (other than
this Section) and any resolutions which are contrary to the provisions of this
Section or to the provisions of any such implementary Resolutions shall be
suspended during such a disaster period until it shall be determined by any
interim Executive Committee acting under this section that it shall be to the
advantage of the Company to resume the conduct and management of its affairs
and business under all of the other provisions of these By-Laws.

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<PAGE> 23

Section 2. Trust Committee

(A) The Trust Committee shall be composed of not
more than thirteen members who shall be selected by the Board of Directors, a
majority of whom shall be members of the Board of Directors and who shall hold
office during the pleasure of the Board.

(B) The Trust Committee shall have general
supervision over the Trust Department and the investment of trust funds, in all
matters, however, being subject to the approval of the Board of Directors.

(C) The Trust Committee shall meet at the
principal office of the Company or elsewhere in its discretion at such times to
be determined by a majority of its members or at the call of its chairman. A
majority of its members shall be necessary to constitute a quorum for the
transaction of business.

(D) Minutes of each meeting of the Trust Committee
shall be kept and promptly submitted to the Board of Directors.

(E) The Trust Committee shall have the power to
appoint Committees and/or designate officers or employees of the Company to
whom supervision over the investment of trust funds may be delegated when the
Trust Committee is not in session.

Section 3. Audit Committee

(A) The Audit Committee shall be composed of five
members who shall be selected by the Board of Directors from its own members,
none of whom shall be an officer of the Company, and shall hold office at the
pleasure of the Board.

(B) The Audit Committee shall have general
supervision over the Audit Division in all matters however subject to the
approval of the Board of Directors; it shall consider all matters brought to
its attention by the officer in charge of the Audit Division, review all
reports of examination of the Company made by any governmental agency or such
independent auditor employed for that purpose, and make such recommendations to
the Board of Directors with respect thereto or with respect to any other
matters pertaining to auditing the Company as it shall deem desirable.

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(C) The Audit Committee shall meet whenever and
wherever the majority of its members shall deem it to be proper for the
transaction of its business, and a majority of its Committee shall constitute a
quorum.

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Section 4. Compensation Committee

(A) The Compensation Committee shall be composed
of not more than five (5) members who shall be selected by the Board of
Directors from its own members who are not officers of the Company and who
shall hold office during the pleasure of the Board.

(B) The Compensation Committee shall in general
advise upon all matters of policy concerning the Company brought to its
attention by the management and from time to time review the management of the
Company, major organizational matters, including salaries and employee benefits
and specifically shall administer the Executive Incentive Compensation Plan.

(C) Meetings of the Compensation Committee may be
called at any time by the Chairman of the Compensation Committee, the Chairman
of the Board of Directors, or the President of the Company.

Section 5. Associate Directors

(A) Any person who has served as a director may be
elected by the Board of Directors as an associate director, to serve during the
pleasure of the Board.

(B) An associate director shall be entitled to
attend all directors meetings and participate in the discussion of all matters
brought to the Board, with the exception that he would have no right to vote.
An associate director will be eligible for appointment to Committees of the
Company, with the exception of the Executive Committee, Audit Committee and
Compensation Committee, which must be comprised solely of active directors.

Section 6. Absence or Disqualification of Any Member of a Committee

(A) In the absence or disqualification of any
member of any Committee created under Article III of the By-Laws of this
Company, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absence or disqualified member.

ARTICLE IV
OFFICERS

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Section 1. The Chairman of the Board of Directors shall preside at
all meetings of the Board and shall have such further authority and powers and
shall perform such duties as the Board of Directors may from time to time
confer and direct. He shall also exercise such powers and perform such duties
as may from time to time be agreed upon between himself and the President of
the Company.

Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such
further authority and powers and shall perform such duties as the Board of
Directors or the Chairman of the Board may from time to time confer and direct.

Section 3. The President shall have the powers and duties pertaining
to the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors in the absence of the Chairman of the
Board the President shall have the powers and duties of the Chairman of the
Board.

Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.

Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and
responsible for all monies, funds and valuables of the Company and for the
keeping of proper records of the

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<PAGE> 27

evidence of property or indebtedness and of all the transactions of the
Company. He shall have general supervision of the expenditures of the Company
and shall report to the Board of Directors at each regular meeting of the
condition of the Company, and perform such other duties as may be assigned to
him from time to time by the Board of Directors of the Executive Committee.

Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

Section 10. There may be one or more officers, subordinate in rank to
all Vice Presidents with such functional titles as shall be determined from
time to time by the Board of Directors, who shall ex officio hold the office
Assistant Secretary of this Company and who may perform such duties as may be
prescribed by the officer in charge of the department or division to whom they
are assigned.

Section 11. The powers and duties of all other officers of the
Company shall be those usually pertaining to their respective offices, subject
to the direction of the Board of Directors, the Executive Committee, Chairman
of the Board of Directors or the President and the officer in charge of the
department or division to which they are assigned.

ARTICLE V
STOCK AND STOCK CERTIFICATES

Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

9
<PAGE> 28

Section 2. Certificate of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new
certificate or certificates shall be issued in lieu thereof. Duplicate
certificates of stock shall be issued only upon giving such security as may be
satisfactory to the Board of Directors or the Executive Committee.

Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent.

ARTICLE VI
SEAL

Section 1. The corporate seal of the Company shall be in the
following form:

Between two concentric circles the words
"Wilmington Trust Company" within the inner
circle the words "Wilmington, Delaware."

ARTICLE VII
FISCAL YEAR

Section 1. The fiscal year of the Company shall be the calendar year.

ARTICLE VIII
EXECUTION OF INSTRUMENTS OF THE COMPANY

10
<PAGE> 29

Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver
and the Secretary or any Assistant Secretary shall have full power and
authority to attest and affix the corporate seal of the Company to any and all
deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.

ARTICLE IX
COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

Section 1. Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable honoraria
or fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors
who serve as members of committees, other than salaried employees of the
Company, shall be paid such reasonable honoraria or fees for services as
members of committees as the Board of Directors shall from time to time
determine and directors and associate directors may be employed by the Company
for such special services as the Board of Directors may from time to time
determine and shall be paid for such special services so performed reasonable
compensation as may be determined by the Board of Directors.

ARTICLE X
INDEMNIFICATION

Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or
was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the

11
<PAGE> 30

Corporation as a director, officer, employee, fiduciary or agent of another
corporation or of a partnership, joint venture, trust, enterprise or non-profit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such person.
The Corporation shall indemnify a person in connection with a proceeding
initiated by such person only if the proceeding was authorized by the Board of
Directors of the Corporation.

(B) The Corporation shall pay the expenses
incurred in defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses incurred by a Director officer
in his capacity as a Director or officer in advance of the final disposition of
the proceeding shall be made only upon receipt of an undertaking by the
Director or officer to repay all amounts advanced if it should be ultimately
determined that the Director or officer is not entitled to be indemnified under
this Article or otherwise.

(C) If a claim for indemnification or payment of
expenses, under this Article X is not paid in full within ninety days after a
written claim therefor has been received by the Corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting such
claim. In any such action the Corporation shall have the burden of proving
that the claimant was not entitled to the requested indemnification of payment
of expenses under applicable law.

(D) The rights conferred on any person by this
Article X shall not be exclusive of any other rights which such person may have
or hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

(E) Any repeal or modification of the foregoing
provisions of this Article X shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to
the time of such repeal or modification.

ARTICLE XI
AMENDMENTS TO THE BY-LAWS

Section 1. These By-Laws may be altered, amended or repealed, in
whole or in part, and any new By-Law or By-Laws adopted at any regular or
special meeting of the Board of Directors by a vote of the majority of all the
members of the Board of Directors then in office.

12
<PAGE> 31

EXHIBIT C

SECTION 321(B) CONSENT

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

WILMINGTON TRUST COMPANY

Dated: June 4, 1997 By: /s/ Emmett R. Harmon
-------------------------
Name: Emmett R. Harmon
Title: Vice President

<PAGE> 32

EXHIBIT D

NOTICE

This form is intended to assist state nonmember banks and savings banks
with state publication requirements. It has not been approved by any
state banking authorities. Refer to your appropriate state banking
authorities for your state publication requirements.

R E P O R T O F C O N D I T I O N

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY of WILMINGTON
- ----------------------------------------------- -------------------
Name of Bank City

in the State of DELAWARE , at the close of business on March 31, 1997.
-------------

<TABLE>
<CAPTION>
ASSETS
Thousands of dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins . . . . . . . . . . . . . . . . . . . . . . . . . 181,744
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 445,954
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 767,337
Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . . . 86,900
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . 3,685,616
LESS: Allowance for loan and lease losses. . . . . . 52,478
LESS: Allocated transfer risk reserve. . . . . . . . 0
Loans and leases, net of unearned income, allowance, and reserve . . . . . . . . . . . . . . . . . 3,633,138
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,513
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,702
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . . . . . . . . . . . . . 20
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,012
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,524
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,320,844
</TABLE>

CONTINUED ON NEXT PAGE

1
<PAGE> 33

<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,618,174
Noninterest-bearing . . . . . . . . 784,267
Interest-bearing. . . . . . . . . . 2,833,907
Federal funds purchased and Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . 293,862
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,550
Trading liabilities (from Schedule RC-D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other borrowed money: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ///////
With original maturity of one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 774,000
With original maturity of more than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,000
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,672
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,889,258

EQUITY CAPITAL

Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,118
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 371,107
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . . . (2,139)
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 431,586
Total liabilities, limited-life preferred stock, and equity capital . . . . . . . . . . . . . . . . . . . . . . 5,320,844

</TABLE>

<PAGE> 1
Exhibit 25.2

Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) ___

WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)

Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)

Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)

Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)

REPUBLIC BANCSHARES, INC.
RBI CAPITAL TRUST I

(Exact name of obligor as specified in its charter)

Florida 59-3347653
Delaware Applied For
(State of incorporation) (I.R.S. employer
identification no.)

111 Second Avenue N.E.
St. Petersburg, Florida 33701
(Address of principal executive offices) (Zip Code)

Preferred Securities of RBI Capital Trust I
(Title of the indenture securities)

<PAGE> 2

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority
to which it is subject.

Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
affiliation:

Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor
is not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ Donald G. MacKelcan By: /s/ Emmett R. Harmon
-------------------------- -------------------------
Assistant Secretary Name: Emmett R. Harmon
Title: Vice President

5
<PAGE> 3

EXHIBIT A

AMENDED CHARTER

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON MAY 9, 1987
<PAGE> 4

AMENDED CHARTER

ACT OF INCORPORATION

WILMINGTON TRUST COMPANY

FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

(4) To prepare and draw agreements, contracts, deeds,
leases, conveyances, mortgages, bonds and legal papers of
every description, and to carry on the business of
conveyancing in all its branches.

2
<PAGE> 6

parties, and in like manner may act as Treasurer of any
corporation or municipality.

(11) To purchase, receive, hold and own bonds, mortgages,
debentures, shares of capital stock, and other securities,
obligations, contracts and evidences of indebtedness, of any
private, public or

3
<PAGE> 7

(1) To do any or all of the things herein set forth, to the
same extent as natural persons might or could do, and in any
part of the world.

(3) To take, hold, own, deal in, mortgage or otherwise lien,
and to lease, sell, exchange, transfer, or in any manner
whatever dispose of property, real, personal or mixed,
wherever situated.

4
<PAGE> 8

FOURTH: - (a) The total number of shares of all classes of stock
which the Corporation shall have authority to issue is forty-one
million (41,000,000) shares, consisting of:

(1) One million (1,000,000) shares of Preferred stock, par
value $10.00 per share (hereinafter referred to as "Preferred
Stock"); and

(2) Forty million (40,000,000) shares of Common Stock, par
value $1.00 per share (hereinafter referred to as "Common
Stock").

5
<PAGE> 9

(6) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock of
such series; and

6
<PAGE> 10

have been a default in the payment of dividends on any one or
more series of Preferred Stock or under such circumstances
and on such conditions as the Board of Directors may
determine.

7
<PAGE> 11

8
<PAGE> 12

number of directors constituting the whole Board shall be
twenty-four until otherwise fixed by a majority of the whole Board.

9
<PAGE> 13

stockholders. Notice of nominations which are proposed by the Board
of Directors shall be given by the Chairman on behalf of the Board.

SIXTH: - The Directors shall choose such officers, agent and
servants as may be provided in the By-Laws as they may from time to
time find necessary or proper.

EIGHTH: - This Act shall be deemed and taken to be a private Act.

NINTH: - This Corporation is to have perpetual existence.

ELEVENTH: - The private property of the stockholders shall not be
liable for the payment of corporate debts to any extent whatever.

10
<PAGE> 14

TWELFTH: - The Corporation may transact business in any part of the
world.

FIFTEENTH: - (a) In addition to any affirmative vote required by
law, and except as otherwise expressly provided in sections (b) and
(c) of this Article FIFTEENTH:

11
<PAGE> 15

(D) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation, or

(2) The term "business combination" as used in this Article
FIFTEENTH shall mean any transaction which is referred to any
one or more of clauses (A) through (E) of paragraph 1 of the
section (a).

(1) A "person" shall mean any individual firm, corporation or other
entity.

(A) is the beneficial owner, directly or indirectly, of more
than 10% of the Voting Shares, or

12
<PAGE> 16

(B) is an Affiliate of the Corporation and at any time
within two years prior thereto was the beneficial owner,
directly or indirectly, of not less than 10% of the then
outstanding voting Shares, or

(3) A person shall be the "beneficial owner" of any Voting Shares:

(A) which such person or any of its Affiliates and
Associates (as hereafter defined) beneficially own, directly
or indirectly, or

13
<PAGE> 17

"Subsidiary" shall mean only a corporation of which a majority of
each class of equity security is owned, directly or indirectly, by
the Corporation.

(e) Nothing contained in this Article FIFTEENTH shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.

14
<PAGE> 18

EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON JANUARY 16, 1997

15
<PAGE> 19

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I
STOCKHOLDERS' MEETINGS

Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

ARTICLE II
DIRECTORS

Section 1. The number and classification of the Board of Directors
shall be as set forth in the Charter of the Bank.

Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

1
<PAGE> 20

Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

Section 12. The Board of Directors may designate an officer to be in
charge of such of the departments or division of the Company as it may deem
advisable.

ARTICLE III
COMMITTEES

2
<PAGE> 21

Section I. Executive Committee

(B) The Executive Committee shall have all the
powers of the Board of Directors when it is not in session to transact all
business for and in behalf of the Company that may be brought before it.

(D) Minutes of each meeting of the Executive
Committee shall be kept and submitted to the Board of Directors at its next
meeting.

3
<PAGE> 22

4
<PAGE> 23

Section 2. Trust Committee

(B) The Trust Committee shall have general
supervision over the Trust Department and the investment of trust funds, in all
matters, however, being subject to the approval of the Board of Directors.

(D) Minutes of each meeting of the Trust Committee
shall be kept and promptly submitted to the Board of Directors.

Section 3. Audit Committee

5
<PAGE> 24

6
<PAGE> 25

Section 4. Compensation Committee

(C) Meetings of the Compensation Committee may be
called at any time by the Chairman of the Compensation Committee, the Chairman
of the Board of Directors, or the President of the Company.

Section 5. Associate Directors

(A) Any person who has served as a director may be
elected by the Board of Directors as an associate director, to serve during the
pleasure of the Board.

Section 6. Absence or Disqualification of Any Member of a Committee

ARTICLE IV
OFFICERS

7
<PAGE> 26

8
<PAGE> 27

There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

ARTICLE V
STOCK AND STOCK CERTIFICATES

Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

9
<PAGE> 28

ARTICLE VI
SEAL

Section 1. The corporate seal of the Company shall be in the
following form:

Between two concentric circles the words
"Wilmington Trust Company" within the inner
circle the words "Wilmington, Delaware."

ARTICLE VII
FISCAL YEAR

Section 1. The fiscal year of the Company shall be the calendar year.

ARTICLE VIII
EXECUTION OF INSTRUMENTS OF THE COMPANY

10
<PAGE> 29

ARTICLE IX
COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

ARTICLE X
INDEMNIFICATION

11
<PAGE> 30

ARTICLE XI
AMENDMENTS TO THE BY-LAWS

12
<PAGE> 31

EXHIBIT C

SECTION 321(B) CONSENT

WILMINGTON TRUST COMPANY

Dated: June 4, 1997 By: /s/ Emmett R. Harmon
------------------------
Name: Emmett R. Harmon
Title: Vice President

<PAGE> 32

EXHIBIT D

NOTICE

R E P O R T O F C O N D I T I O N

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY of WILMINGTON
- ----------------------------------------------- -------------------
Name of Bank City

in the State of DELAWARE , at the close of business on March 31, 1997.
-------------

CONTINUED ON NEXT PAGE

1
<PAGE> 33

EQUITY CAPITAL

</TABLE>

<PAGE> 1

Exhibit 25.3

Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) ___

WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)

Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)

Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)

Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)

REPUBLIC BANCSHARES, INC.

(Exact name of obligor as specified in its charter)

Florida 59-3347653
(State of incorporation) (I.R.S. employer
identification no.)

111 Second Avenue N.E.
St. Petersburg, Florida 33701
(Address of principal executive offices) (Zip Code)

Guarantee of Republic Bancshares, Inc. with respect to
Preferred Securities of RBI Capital Trust I
(Title of the indenture securities)

<PAGE> 2

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority
to which it is subject.

Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
affiliation:

Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor
is not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ Donald G. MacKelcan By: /s/ Emmett R. Harmon
-------------------------- --------------------------
Assistant Secretary Name: Emmett R. Harmon
Title: Vice President

8
<PAGE> 3

EXHIBIT A

AMENDED CHARTER

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON MAY 9, 1987
<PAGE> 4

AMENDED CHARTER

ACT OF INCORPORATION

WILMINGTON TRUST COMPANY

FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

(4) To prepare and draw agreements, contracts, deeds,
leases, conveyances, mortgages, bonds and legal papers of
every description, and to carry on the business of
conveyancing in all its branches.

2
<PAGE> 6

parties, and in like manner may act as Treasurer of any
corporation or municipality.

(11) To purchase, receive, hold and own bonds, mortgages,
debentures, shares of capital stock, and other securities,
obligations, contracts and evidences of indebtedness, of any
private, public or

3
<PAGE> 7

(1) To do any or all of the things herein set forth, to the
same extent as natural persons might or could do, and in any
part of the world.

(3) To take, hold, own, deal in, mortgage or otherwise lien,
and to lease, sell, exchange, transfer, or in any manner
whatever dispose of property, real, personal or mixed,
wherever situated.

4
<PAGE> 8

FOURTH: - (a) The total number of shares of all classes of stock
which the Corporation shall have authority to issue is forty-one
million (41,000,000) shares, consisting of:

(1) One million (1,000,000) shares of Preferred stock, par
value $10.00 per share (hereinafter referred to as "Preferred
Stock"); and

(2) Forty million (40,000,000) shares of Common Stock, par
value $1.00 per share (hereinafter referred to as "Common
Stock").

5
<PAGE> 9

(6) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock of
such series; and

6
<PAGE> 10

have been a default in the payment of dividends on any one or
more series of Preferred Stock or under such circumstances
and on such conditions as the Board of Directors may
determine.

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number of directors constituting the whole Board shall be
twenty-four until otherwise fixed by a majority of the whole Board.

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stockholders. Notice of nominations which are proposed by the Board
of Directors shall be given by the Chairman on behalf of the Board.

SIXTH: - The Directors shall choose such officers, agent and
servants as may be provided in the By-Laws as they may from time to
time find necessary or proper.

EIGHTH: - This Act shall be deemed and taken to be a private Act.

NINTH: - This Corporation is to have perpetual existence.

ELEVENTH: - The private property of the stockholders shall not be
liable for the payment of corporate debts to any extent whatever.

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TWELFTH: - The Corporation may transact business in any part of the
world.

FIFTEENTH: - (a) In addition to any affirmative vote required by
law, and except as otherwise expressly provided in sections (b) and
(c) of this Article FIFTEENTH:

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(D) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation, or

(2) The term "business combination" as used in this Article
FIFTEENTH shall mean any transaction which is referred to any
one or more of clauses (A) through (E) of paragraph 1 of the
section (a).

(1) A "person" shall mean any individual firm, corporation or other
entity.

(A) is the beneficial owner, directly or indirectly, of more
than 10% of the Voting Shares, or

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(B) is an Affiliate of the Corporation and at any time
within two years prior thereto was the beneficial owner,
directly or indirectly, of not less than 10% of the then
outstanding voting Shares, or

(3) A person shall be the "beneficial owner" of any Voting Shares:

(A) which such person or any of its Affiliates and
Associates (as hereafter defined) beneficially own, directly
or indirectly, or

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"Subsidiary" shall mean only a corporation of which a majority of
each class of equity security is owned, directly or indirectly, by
the Corporation.

(e) Nothing contained in this Article FIFTEENTH shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.

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EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON JANUARY 16, 1997

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BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I
STOCKHOLDERS' MEETINGS

Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

ARTICLE II
DIRECTORS

Section 1. The number and classification of the Board of Directors
shall be as set forth in the Charter of the Bank.

Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

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Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

Section 12. The Board of Directors may designate an officer to be in
charge of such of the departments or division of the Company as it may deem
advisable.

ARTICLE III
COMMITTEES

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Section I. Executive Committee

(B) The Executive Committee shall have all the
powers of the Board of Directors when it is not in session to transact all
business for and in behalf of the Company that may be brought before it.

(D) Minutes of each meeting of the Executive
Committee shall be kept and submitted to the Board of Directors at its next
meeting.

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Section 2. Trust Committee

(B) The Trust Committee shall have general
supervision over the Trust Department and the investment of trust funds, in all
matters, however, being subject to the approval of the Board of Directors.

(D) Minutes of each meeting of the Trust Committee
shall be kept and promptly submitted to the Board of Directors.

Section 3. Audit Committee

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Section 4. Compensation Committee

(C) Meetings of the Compensation Committee may be
called at any time by the Chairman of the Compensation Committee, the Chairman
of the Board of Directors, or the President of the Company.

Section 5. Associate Directors

(A) Any person who has served as a director may be
elected by the Board of Directors as an associate director, to serve during the
pleasure of the Board.

Section 6. Absence or Disqualification of Any Member of a Committee

ARTICLE IV
OFFICERS

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There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

ARTICLE V
STOCK AND STOCK CERTIFICATES

Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

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ARTICLE VI
SEAL

Section 1. The corporate seal of the Company shall be in the
following form:

Between two concentric circles the words
"Wilmington Trust Company" within the inner
circle the words "Wilmington, Delaware."

ARTICLE VII
FISCAL YEAR

Section 1. The fiscal year of the Company shall be the calendar year.

ARTICLE VIII
EXECUTION OF INSTRUMENTS OF THE COMPANY

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ARTICLE IX
COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

ARTICLE X
INDEMNIFICATION

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ARTICLE XI
AMENDMENTS TO THE BY-LAWS

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EXHIBIT C

SECTION 321(B) CONSENT

WILMINGTON TRUST COMPANY

Dated: June 4, 1997 By: /s/ Emmett R. Harmon
------------------------
Name: Emmett R. Harmon
Title: Vice President

<PAGE> 32

EXHIBIT D

NOTICE

R E P O R T O F C O N D I T I O N

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY of WILMINGTON
- ----------------------------------------------- -------------------
Name of Bank City

in the State of DELAWARE , at the close of business on March 31, 1997.
-------------

CONTINUED ON NEXT PAGE

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EQUITY CAPITAL

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