SUCCESS BANCSHARES INC, S-1, 1998-04-28

SUCCESS BANCSHARES INC
S-1, 1998-04-28
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
As filed with the Securities and Exchange Commission on April 28, 1998
Registration No.__________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

SUCCESS BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S> <C> <C>
DELAWARE 6712 #36-3497644
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>

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

SUCCESS CAPITAL TRUST I
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 6719 #36-4223071
(State or Other Jurisdiction (PRIMARY STANDARD INDUSTRIAL (I.R.S. Employer
of Incorporation or Organization) CLASSIFICATION CODE NUMBER) Identification No.)
</TABLE>

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

One Marriott Drive
Lincolnshire, Illinois 60069
(847) 634-4200
(Address and Telephone Number of Each Registrant's Principal Executive Offices)

Saul D. Binder
President and Chief Executive Officer
Success Bancshares, Inc.
One Marriott Drive
Lincolnshire, Illinois 60069
(847) 634-4200
(Name, Address and Telephone Number of Agent for Service for Each Registrant)

Please address a copy of all communications to:

<TABLE>
<CAPTION>
<S> <C>
Steven Schwartz Edwin S. del Hierro
Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C. Barack Ferrazzano Kirschbaum Perlman & Nagelberg
200 North LaSalle Street, Suite 2100 333 West Wacker Drive, Suite 2700
Chicago, Illinois 60601 Chicago, Illinois 60606
Telephone No: (312) 346-3100 Telephone No: (312) 984-3100
Fax No: (312) 621-1750 Fax No: (312) 984-3150
</TABLE>

Approximate Date of Proposed Sale to the Public: As soon as practicable
after the 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 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 the earlier effective
registration statement 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 this Form is a post-effective amendment filed pursuant to Rule
462(d) 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. / /

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) AGGREGATE OFFERING PRICE REGISTRATION FEE
===================================== ================= ========================= ========================= ====================
<S> <C> <C> <C> <C>
___% Cumulative Trust Preferred
Securities of Success Capital Trust I $1,725,000 shares $10.00 $17,250,000 $5,088.75
===================================== ================= ========================= ========================= ====================
___% Junior Subordinated Deferrable
Interest Debentures of Success -- -- -- --
Bancshares, Inc.(2).................
===================================== ================= ========================== ======================== ====================
Guarantee of Success Bancshares, Inc.
with respect to Trust Preferred -- -- -- --
Securities(3).......................
===================================== ================= ========================== ======================== ====================
Total(4) ........................... -- -- -- $5,088.75
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.
(2) The ___% Junior Subordinated Deferrable Interest Debentures (the "Junior
Subordinated Debentures") will be purchased by Success Capital Trust I with
the proceeds of the sale of the ___% Cumulative Trust Preferred Securities
(the "Trust Preferred Securities"). The Junior Subordinated Debentures may
later be distributed for no additional consideration to the holders of
Trust Preferred Securities upon the dissolution of Success Capital Trust I
and the distribution of its assets. No separate registration fee is payable
with respect to the Junior Subordinated Debentures pursuant to Rule 457(i).
(3) No separate consideration will be received for the Success Bancshares, Inc.
Guarantee.
(4) Such amount represents the liquidation amount of the Success Capital Trust
I Trust Preferred Securities and the principal amount of Junior
Subordinated Debentures that may be distributed to holders of such Trust
Preferred Securities upon any liquidation of Success Capital Trust I.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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.

PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 28, 1998
SUCCESS CAPITAL TRUST I [LOGO]
% CUMULATIVE TRUST PREFERRED SECURITIES
(LIQUIDATION AMOUNT $10 PER TRUST PREFERRED SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN, BY

SUCCESS BANCSHARES, INC. [LOGO]

The % Cumulative Trust Preferred Securities (the "Trust Preferred
Securities") offered hereby represent undivided beneficial interests in the
assets of Success Capital Trust I, a statutory business trust formed under the
laws of the State of Delaware ("Success Capital"). Success Bancshares, Inc., a
Delaware corporation (referred to as the "Company" when such reference includes
Success Bancshares, Inc. and its subsidiaries, collectively, or "Success
Bancshares" when referring only to the parent company) will be the owner of all
of the beneficial interests represented by common securities of Success Capital
(the "Common Securities" and, collectively with the Trust Preferred Securities,
the "Trust Securities"). Success Capital exists for the sole purpose of issuing
the Trust Securities and investing the proceeds thereof in % Junior
Subordinated Deferrable Interest Debentures (the "Junior Subordinated
Debentures") to be issued by Success Bancshares. The Junior Subordinated
Debentures will mature on , 2028, which date may be advanced (such
date, as advanced, if appropriate, the "Stated Maturity") to a date not earlier
than , 2003 if certain conditions are met (including Success
Bancshares having received prior approval of the Board of Governors of the
Federal Reserve System (the "Federal Reserve") to do so if then required under
applicable capital guidelines, policies or regulations of the Federal Reserve).

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

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE TRUST
PREFERRED SECURITIES OFFERED HEREBY.
---------------------
THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS 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
GOVERNMENTAL AGENCY OR OTHERWISE.

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

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>
=======================================================================================================
UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS(1) SUCCESS CAPITAL(2)(3)
- - - - -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Trust Preferred Security...... $10.00 (2) $14,400,000
- - - - -------------------------------------------------------------------------------------------------------
Total(4).......................... $15,000,000 (2) $14,400,000
=======================================================================================================
</TABLE>

(1) Success Bancshares and Success Capital have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."

(2) In view of the fact that all of the proceeds of the sale of the Trust
Preferred Securities will be used to purchase the Junior Subordinated
Debentures, Success Bancshares has agreed to pay the Underwriters as
compensation for arranging the investment therein of such proceeds, $0.40
per Trust Preferred Security, or $600,000 in the aggregate ($690,000 if the
Underwriters' over-allotment option is exercised in full). See
"Underwriting."

(3) Before deducting offering expenses payable by Success Bancshares estimated
to be approximately $260,000.

(4) Success Capital and Success Bancshares have granted the Underwriters a
30-day option to purchase up to 225,000 additional Trust Preferred
Securities on the same terms and conditions set forth above solely to cover
over-allotments, if any. If this option is exercised in full, the total
Price to Public and Proceeds to Success Capital will be $17,250,000 and
$16,560,000, respectively. See "Underwriting".

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

The Trust Preferred Securities are offered by the Underwriters named
herein, subject to prior sale, when, as and if issued by Success Capital and
delivered to and accepted by the Underwriters and subject to certain prior
conditions including the right of the Underwriters to reject any order in whole
or in part. It is expected that delivery of the Trust Preferred Securities will
be made only through the facilities of The Depository Trust Company, New York,
New York, on or about , 1998.

EVEREN SECURITIES, INC. TUCKER ANTHONY INCORPORATED
<PAGE> 3

(continued from previous page)

The Trust 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 Trust Preferred Securities-Subordination of Common Securities of
Success Capital held by Success Bancshares."

Holders of the Trust Preferred Securities will be entitled to receive
preferential cumulative cash distributions ("Distributions") accruing from the
date of original issuance and payable quarterly in arrears on the 15th day of
March, June, September and December of each year (subject to possible deferral
as described below), commencing June 15, 1998, at the annual rate of __% of the
Liquidation Amount (as defined herein). The amount of each Distribution due with
respect to the Trust Preferred Securities will include amounts accrued through
the date the Distribution is due. So long as no Debenture Event of Default (as
defined herein) shall have occurred and be continuing, Success Bancshares will
have the right to defer any 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 deferral period (each, an "Extension
Period"), provided that no Extension Period may extend beyond the Stated
Maturity of the Junior Subordinated Debentures or end on a date other than an
Interest Payment Date (as defined herein). Upon the termination of any such
Extension Period and the payment of all amounts then due, Success Bancshares may
elect to begin a new Extension Period subject to the requirements set forth
herein. If interest payments on the Junior Subordinated Debentures are so
deferred, Distributions on the Trust Preferred Securities will also be deferred
and Success Bancshares will not be permitted, subject to certain exceptions
described herein, to declare or pay any cash distributions with respect to its
capital stock or to make any payment with respect to its debt securities that
rank pari passu with or junior to the Junior Subordinated Debentures. During an
Extension Period, interest on the Junior Subordinated Debentures will continue
to accrue at the rate of ____%, compounded quarterly (and the amount of
Distributions to which holders of the Trust Preferred Securities are entitled
will accumulate at the rate of __% per annum, compounded quarterly), and holders
of the Trust Preferred Securities will be required to accrue income, and will be
required to pay United States federal income tax on that income. See "Risk
Factors--Risks Relating to Trust Preferred Securities--Option to Defer Interest
Payment Period; Tax and Market Price Consequences of a Deferral of Interest
Payments," "Description of Junior Subordinated Debentures--Option to Defer
Interest Payment Period" and "Certain Federal Income Tax Consequences--Interest
Income and Original Issue Discount."

Success Bancshares will, through the Guarantee Agreement, the Trust
Agreement and the Indenture (each as defined herein), taken together, fully,
irrevocably and unconditionally guarantee all of Success Capital's obligations
under the Trust Preferred Securities (the "Guarantee"). See "Relationship Among
the Trust Preferred Securities, the Junior Subordinated Debentures and the
Guarantee--Full and Unconditional Guarantee." Under the Guarantee, Success
Bancshares will guarantee the payment of Distributions by Success Capital and
payments on liquidation of, or redemption of, the Trust Preferred Securities
(subordinated to the right to payment of Senior and Subordinated Debt of Success
Bancshares, as defined in "Description of Junior Subordinated
Debentures--Subordination") to the extent of funds held by Success Capital. The
Guarantee does not cover payment of Distributions when Success Capital does not
have sufficient funds to pay Distributions or upon the dissolution of Success
Capital. See "Risk Factors--Risks Relating to Trust Preferred
Securities--Limitations on Direct Actions Against Success Bancshares and on
Rights Under Guarantee" and "Description of Guarantee." If Success Bancshares
does not make required payments on the Junior Subordinated Debentures held by
Success Capital, Success Capital will have insufficient funds to pay
Distributions on the Trust Preferred Securities. In such event, a holder of the
Trust Preferred Securities will have the right to institute a legal proceeding
directly against Success Bancshares pursuant to terms of the Indenture to
enforce payment of such Distributions to such holder. See "Description of Junior
Subordinated Debentures--Enforcement of Certain Rights by Holders of Trust
Preferred Securities." The obligations of Success Bancshares under the Guarantee
and the Junior Subordinated Debentures are subordinate and junior in right of
payment to all Senior and Subordinated Debt of Success Bancshares. See "Risk
Factors--Risks Relating to Trust Preferred Securities-Subordination of Success
Bancshares' Obligations Under the Junior Subordinated Debentures and the
Guarantee."

CERTAIN PERSONS PARTICIPATING IN THE PUBLIC OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE TRUST
PREFERRED SECURITIES. SUCH TRANSACTIONS MAY INCLUDE STABILIZING AND THE PURCHASE
OF TRUST PREFERRED SECURITIES TO COVER THE SYNDICATE SHORT POSITIONS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

IN CONNECTION WITH THE PUBLIC OFFERING, CERTAIN PERSONS MAY ENGAGE IN PASSIVE
MARKET-MAKING TRANSACTIONS IN THE TRUST PREFERRED SECURITIES ON THE NASDAQ
NATIONAL MARKET IN ACCORDANCE WITH RULE 103 UNDER REGULATION M. SEE
"UNDERWRITING."

The Trust 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, in each case at a redemption price
equal to the aggregate liquidation preference of the Trust Preferred Securities
plus any accumulated and unpaid Distributions thereon to the

<PAGE> 4

(continued from previous page)

date of redemption. The Junior Subordinated Debentures are redeemable prior to
maturity at the option of Success Bancshares, subject to any required prior
approval of the Federal Reserve, (i) at any time or from time to time, in whole
or in part, on or after __________, 2003 or (ii) at any time, in whole (but not
in part), within 90 days following the occurrence and during the continuance 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 to the date fixed for
redemption, plus 100% of the principal amount thereof. See "Description of Trust
Preferred Securities--Redemption."

The Junior Subordinated Debentures are unsecured and subordinated to
all Senior and Subordinated Debt. As of December 31, 1997, Success Bancshares
had approximately $18.6 million aggregate principal amount of Senior and
Subordinated Debt outstanding. The terms of the Junior Subordinated Debentures
place no limitation on the amount of Senior and Subordinated Debt that Success
Bancshares can issue. See "Risk Factors--Risks Relating to Trust Preferred
Securities--Subordination of Success Bancshares' Obligations Under the Junior
Subordinated Debentures and the Guarantee" and "Description of Junior
Subordinated Debentures--Subordination."

In the event of the dissolution of Success Capital, after satisfaction
of liabilities to creditors of Success Capital as required by applicable law,
the holders of Trust Preferred Securities will be entitled to receive a
liquidation amount of $10 per Trust Preferred Security ("Liquidation Amount"),
plus accumulated and unpaid Distributions thereon to the date of payment, which
may be in the form of a Distribution of such Like Amount of Junior Subordinated
Debentures, subject to certain exceptions. See "Description of Trust Preferred
Securities--Dissolution of Success Capital and Distribution of Junior
Subordinated Debentures."

Application has been made to list the Trust Preferred Securities on the
Nasdaq National Market ("Nasdaq"). Although EVEREN Securities, Inc. and Tucker
Anthony Incorporated (the "Underwriters") have indicated an intention to make a
market in the Trust Preferred Securities, the Underwriters are not obligated to
make a market in the Trust Preferred Securities, and any market-making may be
discontinued at any time at the sole discretion of the Underwriters. There can
be no assurance that a market will develop for the Trust Preferred Securities.
See "Risk Factors--Risks Relating to Trust Preferred Securities--Absence of
Existing Public Market; Possible Volatility of Market Prices" and
"Underwriting."

The Trust Preferred Securities will be represented by one or more
global certificates registered in the name of The Depository Trust Company (the
"Depositary") or its nominee. Beneficial interests in the Trust Preferred
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by participants in the Depositary. Except as
described herein, Trust Preferred Securities in certificate form will not be
issued in exchange for global certificates. See "Book-Entry Issuance."

As used herein, (i) the "Indenture" means the Junior Subordinated
Indenture under which the Junior Subordinated Debentures will be issued dated as
of __________, 1998, as amended and supplemented from time to time, between
Success Bancshares and Bankers Trust Company, as trustee (the "Indenture
Trustee"), (ii) the "Trust Agreement" means the Trust Agreement relating to
Success Capital dated ______________, 1998, as amended and restated from time to
time, among Success Bancshares, Bankers Trust Company, as property trustee (the
"Property Trustee"), Bankers Trust (Delaware), as Delaware trustee (the
"Delaware Trustee"), and the Administrative Trustees named therein (collectively
with the Property Trustee and the Delaware Trustee, the "Issuer Trustees") and
(iii) the "Guarantee Agreement" means the Guarantee Agreement dated as of
______________, 1998, as amended and supplemented from time to time, between
Success Bancshares and Bankers Trust Company, as guarantee trustee (the
"Guarantee Trustee").

iii

<PAGE> 5

[MAP OF SUCCESS BANCSHARES BANKING LOCATIONS
(INCLUDING FUTURE BRANCHES IN DOWNTOWN
CHICAGO AND THE SUBURBAN COMMUNITIES OF SKOKIE (2 BRANCHES),
MUNDELEIN, LAKE ZURICH AND NORTH LIBERTYVILLE, ILLINOIS)]

<PAGE> 6

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Company's Consolidated Financial Statements, including the
accompanying notes, appearing elsewhere in this Prospectus. Unless the context
clearly suggests otherwise, references to the "Company" include Success
Bancshares and its subsidiaries, collectively, and references to "Success
Bancshares" include the parent company only. Except as otherwise indicated, the
information in this Prospectus assumes no exercise of the Underwriters'
over-allotment option. Prospective investors should carefully consider the
matters set forth in "Risk Factors."

THE COMPANY

Success Bancshares is a bank holding company headquartered in
Lincolnshire, Illinois. Together with its majority owned subsidiary, Success
National Bank (the "Bank"), the Company had total assets of $378.7 million at
December 31, 1997. Through the Bank, the Company engages in full service
community banking. The Bank is also headquartered in Lincolnshire, Illinois,
located approximately 35 miles north of downtown Chicago, and has eight branch
offices, in addition to its headquarters. These branch offices are located in
Deerfield (2), Libertyville, Lincolnwood (2), Chicago (Lincoln Park), Arlington
Heights and Northbrook, Illinois.

Through its branch network, the Company provides community banking
services to individuals, small-to-medium-sized businesses, local governmental
units and institutional clients primarily in the northern Chicagoland area.
These services include traditional checking, NOW, money market, savings and time
deposit accounts, as well as a number of innovative deposit products targeted to
specific market segments. The Bank offers home equity, home mortgage, commercial
real estate, commercial and consumer loans, safe deposit box facilities and
other innovative and traditional services specially tailored to meet the needs
of customers in its target markets. The Company's goal is to continue to offer
innovative, attractive financial products to businesses and individuals in its
target markets.

As a community bank, the Bank stresses personalized service, local
decision making, quick response to customers and strong relationships with
business, civic and community organizations. Management believes this marketing
and service approach enables the Bank to compete effectively with the money
center, super regional and regional banks that have a presence in its target
markets.

The Company's goal is to foster continued profitable growth while
maintaining strong credit quality. To achieve this goal, the Company's strategic
plan is focused on providing a high level of service to its core customers while
expanding its market share in its target markets. Key elements of the Company's
strategic plan include:

o MAINTAINING STRONG LOCAL PRESENCE AND DECISION-MAKING AUTHORITY.
The Company's strong local presence combined with its focus on local decision
making provide the Bank with the competitive advantage of being able to tailor
products and services to meet the needs of the customers, to make decisions for
customers quickly and to enjoy the symbiotic benefits of investing and
participating in its community.

o PROVIDING A HIGH LEVEL OF SERVICE THROUGH QUALITY EMPLOYEES. The
Company intends to compete with larger institutions by providing a high level of
individualized service and responsiveness, which the Company maintains by
emphasizing the recruiting and training of competent and highly motivated
employees who are able to make decisions and quickly respond to customers'
needs.

o POSITIONING FOR CONTROLLED MARKET EXPANSION. The Company will
pursue disciplined growth by opening branches in areas where management believes
local residents and small-to-medium-sized businesses would benefit from a
community banking alternative. The Company believes that continued consolidation
in the banking industry will provide attractive growth opportunities. The
Company's strategic plan also includes opportunistically acquiring other
financial institutions.

<PAGE> 7

o INCREASING ITS PORTFOLIO OF HIGH QUALITY LOANS. The Company is
committed to maintaining strong credit quality as it grows its loan portfolio.

o FOCUSING ON CORE CUSTOMERS. The Company believes that focusing on
establishing and maintaining long-term relationships with individuals and
small-to-medium-sized businesses in its target markets will result in growth and
increased profitability.

o CREATING INNOVATIVE AND NICHE PRODUCTS. The Company intends to
continue developing innovative loan and deposit products. The Company also
intends to continue developing lending niches which generate loan growth and
service its target markets.

RECENT DEVELOPMENTS

Expansion

Since the consummation of its initial public offering in October 1997,
the Company has worked to aggressively execute its strategic plan.

o The Company has used its capital to grow its asset base from
$345.6 million at September 30, 1997 to $378.7 million at December 31, 1997.

o In addition to opening its Lincolnwood/International Office
branch in November 1997, the Company's expansion plans currently include:

<TABLE>
<CAPTION>
LOCATION PROJECTED BRANCH OPENING BY STATUS
-------- --------------------------- ------
<S> <C> <C>
Downtown Chicago June 30, 1998 Lease prepared for execution.
Skokie September 30, 1998 Lease executed.
Skokie/Oakton Street September 30, 1998 Lease executed; negotiating
village approval.
Mundelein September 30, 1998 Purchase agreement executed;
remodeling in progress.
Lake Zurich September 30, 1998 Final negotiations on branch
purchase agreement and lease
in progress.
North Libertyville December 31, 1998 Construction in progress.
</TABLE>

o The Company is currently negotiating an agreement to purchase an
industrial loan company with an aggregate asset base of $15 million located in
the State of Hawaii. Although this acquisition is not located in the Company's
primary target markets, management believes that it would be attractive given
the limited number of banking institutions in the State of Hawaii and the local
market knowledge of the President and Chief Executive Officer of Success
Bancshares.

Other

o The Bank has applied to the Office of the Comptroller of the
Currency (the "OCC") for authorization to undertake a transaction the result of
which would be that Success Bancshares would acquire ownership of 100% of the
outstanding capital stock of the Bank (the "Minority Acquisition"). As of
December 31, 1997, Success Bancshares owned 100% of the outstanding preferred
stock and 92% of the outstanding common stock of the Bank.

The Company's principal executive offices are located at One Marriott
Drive, Lincolnshire, Illinois 60069, and its telephone number is (847) 634-4200.

<PAGE> 8

SUCCESS CAPITAL

Success Capital is a statutory business trust formed under Delaware law
pursuant to (i) the Trust Agreement and (ii) the filing of a Certificate of
Trust with the Secretary of State of the State of Delaware on April 21, 1998.
The initial Trust Agreement will be amended and restated in its entirety
substantially in the form to be filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. Success Capital was formed for
the exclusive purposes of (i) issuing and selling the Trust Securities, (ii)
using the proceeds from the sale of the Trust Securities to acquire the Junior
Subordinated Debentures issued by Success Bancshares and (iii) engaging in only
those other activities necessary, advisable or incidental thereto (such as
registering the transfer of the Trust Preferred Securities). Accordingly, the
Junior Subordinated Debentures will be the sole assets of Success Capital, and
payments by Success Bancshares under the Junior Subordinated Debentures (and any
proceeds derived therefrom) will be the sole revenues of Success Capital. The
Common Securities will rank pari passu, and payments will be made thereon pro
rata, with the Trust Preferred Securities, except that upon the occurrence and
during the continuance of an event of default under the Trust Agreement
resulting from an event of default under the Indenture, the rights of Success
Bancshares 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 Trust Preferred Securities. See
"Description of Trust Preferred Securities--Subordination of Common Securities
of Success Capital Held by Success Bancshares." Success Bancshares will acquire
Common Securities in an aggregate liquidation amount equal to 3% of the total
capital of Success Capital. Success Capital has a term of 31 years, but may
terminate earlier as provided in the Trust Agreement.

Success Capital's principal executive offices are located at One
Marriott Drive, Lincolnshire, Illinois 60069, and its telephone number is (847)
634-4200.

<PAGE> 9

THE OFFERING

TRUST PREFERRED SECURITIES ISSUER.... Success Capital

SECURITIES OFFERED................... 1,500,000 Trust Preferred
Securities having a Liquidation Amount
of $10 per Trust Preferred Security.
The Trust Preferred Securities
represent undivided beneficial
interests in Success Capital's assets,
which will consist solely of the Junior
Subordinated Debentures (and any
proceeds derived therefrom) and rights
to payments thereunder. Success
Capital has granted the Underwriters an
option, exercisable within 30 days
after the date of this Prospectus, to
purchase up to an additional 225,000
Trust Preferred Securities at the
initial offering price, solely to cover
over-allotments, if any.

OFFERING PRICE....................... $10 per Trust Preferred Security

DISTRIBUTIONS........................ The Distributions payable on each Trust
Preferred Security will be fixed at a
rate per annum of __% of the Liquidation
Amount, will be cumulative, will accrue
from the date of issuance of the Trust
Preferred Securities and will be payable
quarterly in arrears on the 15th day of
March, June, September and December of
each year, commencing on June 15, 1998
(subject to possible deferral as
described below). See "Description of
Trust Preferred
Securities--Distributions."

EXTENSION PERIODS.................... So long as no Debenture Event of Default
shall have occurred and be continuing,
Success Bancshares will have the right,
at any time, to defer payments of
interest on the Junior Subordinated
Debentures by extending the interest
payment period thereon for a period not
exceeding 20 consecutive quarters with
respect to each Extension Period,
provided that no Extension Period may
extend beyond the Stated Maturity of the
Junior Subordinated Debentures or end on
a date other than an Interest Payment
Date. If interest payments are so
deferred, Distributions on the Trust
Preferred Securities will also be
deferred and Success Bancshares will not
be permitted, subject to certain
exceptions described herein, to declare
or pay any cash distributions with
respect to Success Bancshares' capital
stock or make any payments with respect
to any debt securities that rank pari
passu with or junior to the Junior
Subordinated Debentures. During an
Extension Period, Distributions will
continue to accumulate interest thereon
compounded quarterly. Because interest
would continue to accrue and compound on
the Junior Subordinated Debentures, to
the extent permitted by applicable law,
holders of the Trust Preferred
Securities will be required to accrue
income for United States federal income
tax purposes without regard to whether
holders receive Distributions. See "Risk
Factors--Risks Relating to Trust
Preferred Securities--Option to Defer
Interest Payment Period; Tax and Market
Price Consequences of a Deferral of
Interest Payments," "Description of
Junior Subordinated Debentures--Option
to Defer Interest Payment Period" and
"Certain Federal Income Tax
Consequences--Interest Income and
Original Issue Discount."

<PAGE> 10
REDEMPTION........................... The Trust Preferred Securities are
subject to mandatory redemption by
Success Capital as described below upon
repayment of the Junior Subordinated
Debentures at their Stated Maturity in
an amount equal to the amount of Junior
Subordinated Debentures maturing on or
being redeemed on such date, at a
redemption price equal to the aggregate
Liquidation Amount of the Trust
Preferred Securities plus accumulated
and unpaid Distributions thereon to such
date. The Junior Subordinated Debentures
will mature on ______, 2028, which date
may be advanced as set forth in the next
sentence. Subject to Federal Reserve
approval if then required under
applicable capital guidelines, policies
or regulations of the Federal Reserve,
the Junior Subordinated Debentures are
redeemable prior to maturity at the
option of Success Bancshares (i) at any
time or from time to time, in whole or
in part, on or after _____, 2003 or (ii)
at any time, in whole (but not in part),
within 90 days following the occurrence
and during the continuance 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 of redemption. See
"Description of Trust Preferred
Securities--Redemption" and "Description
of Junior Subordinated
Debentures--Redemption."
DISTRIBUTION OF THE JUNIOR
SUBORDINATED DEBENTURES.............. Success Bancshares has the right at any
time to dissolve Success Capital and,
after satisfaction of liabilities to
creditors of Success Capital as required
by applicable law, to cause the Junior
Subordinated Debentures to be
distributed to holders of Trust
Preferred Securities in liquidation of
Success Capital, subject to Success
Bancshares having received prior
approval of the Federal Reserve to do so
if then required under applicable
capital guidelines, policies or
regulations of the Federal Reserve. See
"Description of Trust Preferred
Securities--Dissolution of Success
Capital and Distribution of Junior
Subordinated Debentures."

GUARANTEE............................ Taken together, Success Bancshares'
obligations under various documents
described herein, including the
Guarantee Agreement, provide a full
guarantee of payments by Success Capital
of Distributions and other amounts due
on the Trust Preferred Securities. Under
the Guarantee Agreement, Success
Bancshares guarantees the payment of
Distributions by Success Capital and
payments on dissolution of Success
Capital or redemption of the Trust
Preferred Securities (subordinate to the
right to payment of Senior and
Subordinated Debt of Success Bancshares)
to the extent of funds held by Success
Capital. If Success Capital has
insufficient funds to pay Distributions
on the Trust Preferred Securities (i.e.,
if Success Bancshares has failed to make
required payments under the Junior
Subordinated Debentures), a holder of
the Trust Preferred Securities would
have the right to institute a legal
proceeding directly against Success
Bancshares to enforce payment of such
Distributions to such holder. See
"Description of Junior Subordinated
Debentures--Enforcement of Certain
Rights by Holders of Trust Preferred
Securities," "Description of Junior
Subordinated Debentures-- Debenture
Events of Default" and "Description of
Guarantee."

<PAGE> 11

RANKING.............................. The Trust Preferred Securities will rank
pari passu, and payments thereon will be
made pro rata, with the Common
Securities, except as described under
"Description of Trust Preferred
Securities--Subordination of Common
Securities of Success Capital Held by
Success Bancshares." The Guarantee and
the Junior Subordinated Debentures are
unsecured and subordinated to all Senior
and Subordinated Debt of Success
Bancshares. At December 31, 1997, the
aggregate outstanding Senior and
Subordinated Debt of Success Bancshares
was approximately $18.6 million. In
addition, because Success Bancshares is
a holding company, all obligations of
Success Bancshares relating to the
securities described herein will be
effectively subordinated to all existing
and future liabilities of Success
Bancshares' subsidiaries, including the
Bank. Success Bancshares may cause
additional Trust Preferred Securities to
be issued by trusts similar to Success
Capital in the future, and there is no
limit on the amount of such securities
that may be issued. In this event,
Success Bancshares' obligations under
the Junior Subordinated Debentures to be
issued to such other trusts and Success
Bancshares' guarantees of the payments
by such trusts will rank pari passu with
Success Bancshares' obligations under
the Junior Subordinated Debentures and
the Guarantee, respectively.

VOTING RIGHTS........................ The holders of the Trust Preferred
Securities will have no voting rights
except in limited circumstances relating
only to the modification of the Trust
Preferred Securities, the dissolution of
Success Capital and certain other
matters described herein. See
"Description of Trust Preferred
Securities--Voting Rights; Amendment of
the Trust Agreement."

PROPOSED NASDAQ NATIONAL MARKET(SM)
SYMBOL.......................... SXNBT

USE OF PROCEEDS...................... The proceeds to Success Capital from the
sale of the Trust Preferred Securities
offered hereby will be invested by
Success Capital in the Junior
Subordinated Debentures. Success
Bancshares intends to invest
(immediately following the consummation
of the proposed Minority Acquisition)
approximately $13,000,000 of the net
proceeds in the Bank in the form of
common stock of the Bank to increase
its capital level to support
anticipated growth. See
"Business--Recent Developments." Prior
to the consummation of the Minority
Acquisition, Success Bancshares may
invest up to $13,000,000 of the net
proceeds in the Bank in the form of
preferred stock of the Bank. Success
Bancshares intends to use the remaining
net proceeds for general corporate
purposes, which may include, without
limitation, funding additional
investments in the Bank and possible
future acquisitions. Pending the
investment by Success Bancshares in the
Bank, Success Bancshares will invest
such proceeds in short-term,
highly-rated marketable debt
securities. See "Use of Proceeds."

ERISA CONSIDERATIONS................. Prospective purchasers should carefully
consider the restrictions on purchase
set forth in "ERISA Considerations."

<PAGE> 12

ABSENCE OF MARKET FOR TRUST PREFERRED
SECURITIES........................... The Trust Preferred Securities will be a
new issue of securities for which there
currently exists no market. Although the
Underwriters have informed Success
Bancshares and Success Capital that they
currently intend to make a market in the
Trust Preferred Securities, they are not
obligated to do so, and any such
market-making may be discontinued at any
time without notice. Accordingly, there
can be no assurance as to the
development or liquidity of any market
for the Trust Preferred Securities. See
"Underwriting."

RATING............................... The Trust Preferred Securities will not
be rated by any nationally recognized
statistical rating organization. See
"Risk Factors--Risks Relating to Trust
Preferred Securities--Absence of Rating
for Trust Preferred Securities."

RISK FACTORS......................... An investment in the Trust Preferred
Securities involves substantial risks
that should be considered by prospective
purchasers. In addition, because holders
of the Trust Preferred Securities may
receive Junior Subordinated Debentures
on dissolution of Success Capital, and
because payments on the Junior
Subordinated Debentures are the sole
source for Distributions on, and
redemptions of, the Trust Preferred
Securities, prospective purchasers of
the Trust Preferred Securities are also
making an investment decision with
regard to the Junior Subordinated
Debentures and should carefully review
all of the information relating to the
Junior Subordinated Debentures contained
in this Prospectus. See "Risk Factors"
and "Description of the Junior
Subordinated Debentures."

<PAGE> 13

SUMMARY CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The summary consolidated financial and other data should be read in
conjunction with the Company's Consolidated Financial Statements, including the
accompanying notes, appearing elsewhere in this Prospectus and with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:

Interest income ................................. $ 24,912 $ 19,850 $ 18,675 $ 14,619 $ 10,960

Interest expense ................................ 12,861 10,020 9,886 7,221 5,016
-------- -------- -------- -------- --------
Net interest income ........................... 12,051 9,830 8,789 7,398 5,944
Provision for loan losses ....................... 766 310 207 250 220
-------- -------- -------- -------- --------
Net interest income after provision for
loan losses .............................. 11,285 9,520 8,582 7,148 5,724
Other operating income .......................... 8,191 7,149 6,004 5,007 5,501
Other operating expenses ........................ 17,853 15,630 13,342 12,016 10,144
Minority interest in income of
subsidiary bank ........................... 37 23 47 58 79
-------- -------- -------- -------- --------
Income before taxes ........................... 1,586 1,016 1,197 81 1,002
Income tax expense (benefit) .................... 499 233 260 (182) 176
-------- -------- -------- -------- --------
Net income .................................... $ 1,087 $ 783 $ 937 $ 263 $ 826
======== ======== ======== ======== ========

COMMON SHARE DATA:

Earnings per common share

Basic.......................................... $ 0.68 $ 0.66 $ 0.93 $ 0.27 $ 0.89
Diluted........................................ 0.65 0.63 0.86 0.26 0.84
Book value(1)..................................... 10.30 8.99 7.48 5.83 7.27
Weighted average common
shares outstanding (2)......................... 1,531,000 1,061,000 1,011,000 990,000 927,000
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------------------
1997 1996 1995 1994 1993
--------- -------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Loans, net ....................................... $287,025 $203,299 $171,135 $139,491 $109,224
Total assets ..................................... 378,719 276,349 251,338 222,809 190,677
Deposits ......................................... 329,424 245,105 227,308 204,171 162,676
Borrowings, including repurchase
agreements ................................ 16,163 18,975 14,395 11,174 19,644
Shareholders' equity (3) ......................... 30,070 10,100 8,085 5,973 6,706
</TABLE>

<PAGE> 14

YEAR ENDED DECEMBER 31,
--------------------------------------------------
1997 1996 1995 1994 1993
------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
PERFORMANCE DATA:
Net interest margin(4) .................... 4.17% 4.25% 4.14% 4.14% 4.38%
Return on average assets .................. 0.34 0.31 0.40 0.13 0.53
Return on average equity .................. 7.76 8.33 14.48 4.29 14.00
Loans to deposits ......................... 87.13 82.94 75.29 68.32 67.14
Average equity to average assets .......... 4.39 3.66 2.77 3.00 3.77

ASSET QUALITY RATIOS:
Non-performing loans to total loans(5) .... 0.63% 0.06% 0.37% 0.27% 1.25%
Non-performing assets to total assets ..... 0.56 0.04 0.25 0.17 0.72
Allowance for loan losses to total loans .. 0.72 0.70 0.70 0.71 0.78
Non-performing loans to
allowance for loan losses .............. 87.54 8.28 53.74 38.10 160.35
Net loan charge-offs to average loans ..... 0.05 0.04 0.01 0.08 0.01

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
DIVIDENDS(6):
Excluding deposit interest ................ 1.90 1.64 2.07 1.10 2.27
Including deposit interest ................ 1.12 1.09 1.12 1.01 1.14

OTHER:
Banking facilities ........................ 9 7 7 5 4
Full-time equivalent employees ............ 162 144 150 120 114
</TABLE>

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

(1) Book value per share is calculated using total shareholders' equity divided
by shares outstanding at end of period.

(2) The increase in weighted average common shares outstanding from 1,061,000
at December 31, 1996 to 1,531,000 at December 31, 1997 is attributable to
Success Bancshares' initial public offering of common stock consummated in
October 1997.

(3) The decrease in shareholders' equity from $6,706 in 1993 to $5,973 in 1994
is primarily attributable to the implementation of SFAS 115 accounting for
Certain Investments in Debt and Equity Securities on December 31, 1993. the
unrealized net loss on securities available-for- sale, net of tax declined
$1.6 million during 1994, and was recorded as a reduction in shareholders'
equity.

(4) Net interest income on a tax-equivalent basis divided by average
interest-earning assets.

(5) Non-performing loans consist of non-accrual loans and loans contractually
past due 90 days or more and still accruing.

(6) Earnings consist of income before income tax plus interest expense. Fixed
charges consist of interest expense.

<PAGE> 15

RISK FACTORS

Prospective investors should consider carefully the following factors
associated with the ownership of Trust Preferred Securities together with the
other information contained in this Prospectus. 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, 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, performance or achievements to differ. These considerations are not
intended to represent a complete list of the general or specific risks that may
affect Success Bancshares and Success Capital. It should be recognized that
other risks, including general economic factors and expansion strategies, may be
significant, presently or in the future, and the risks set forth below may
affect the Company and Success Capital to a greater extent than indicated.

RISKS RELATING TO TRUST PREFERRED SECURITIES

SUBORDINATION OF SUCCESS BANCSHARES' OBLIGATIONS UNDER THE JUNIOR SUBORDINATED
DEBENTURES AND THE GUARANTEE

All obligations of Success Bancshares under the Junior Subordinated
Debentures and the Guarantee will be unsecured and rank subordinate and junior
in right of payment to all current and future Senior and Subordinated Debt, the
amount of which is unlimited. At December 31, 1997, the aggregate outstanding
Senior and Subordinated Debt of Success Bancshares was approximately $18.6
million. As a holding company, the right of Success Bancshares to participate in
any distribution of assets of any subsidiary upon such subsidiary's liquidation
or reorganization or otherwise (and thus the ability of holders of the Trust
Preferred Securities to benefit indirectly from such distribution) is subject to
the prior claims of creditors of that subsidiary, except to the extent that
Success Bancshares may itself be recognized as a creditor of that subsidiary.
Accordingly, the Junior Subordinated Debentures and all obligations of Success
Bancshares relating to the Trust Preferred Securities (including obligations
under the Guarantee) will be effectively subordinated to all existing and future
liabilities of the Bank and any other subsidiaries, and holders of the Trust
Preferred Securities should look only to the assets of Success Bancshares, and
not of its subsidiaries, for principal and interest payments on the Junior
Subordinated Debentures. None of the Indenture, the Guarantee Agreement or the
Trust Agreement will place any limitation on the amount of secured or unsecured
debt, including Senior and Subordinated Debt, that may be incurred by Success
Bancshares or its subsidiaries. Further, there will be no limitation on Success
Bancshares' ability to issue additional Junior Subordinated Debentures in
connection with any further offerings of Trust Preferred Securities, and such
additional debentures would rank pari passu with the Junior Subordinated
Debentures. In addition, all obligations of Success Bancshares under the Junior
Subordinated Debentures will rank subordinate to the deposit liabilities of the
Bank, which are insured by the Federal Deposit Insurance Corporation (the
"FDIC"). See "Description of Junior Subordinated Debentures--Subordination" and
"Description of Guarantee--Status of the Guarantee."

OPTION TO DEFER INTEREST PAYMENT PERIOD; TAX AND MARKET PRICE CONSEQUENCES OF A
DEFERRAL OF INTEREST PAYMENTS

So long as no Debenture Event of Default shall have occurred and be
continuing, Success Bancshares will have the right under the Indenture to defer
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 Extension Period, provided that no Extension Period may extend beyond the
Stated Maturity of the Junior Subordinated Debentures or end on a date other
than an Interest Payment Date. As a consequence of any such deferral, quarterly
Distributions on the Trust Preferred Securities by Success Capital will be
deferred (and the amount of Distributions to which holders of the Trust
Preferred Securities are entitled will accumulate additional interest thereon at
the rate of ___% per annum, compounded quarterly, from the relevant payment date
for such Distributions) during any such Extension Period. During any such
Extension Period, Success Bancshares will be prohibited from (i) declaring or

<PAGE> 16

paying any dividends or distributions on, or redeeming, purchasing, acquiring or
making a liquidation payment with respect to, any of Success Bancshares' capital
stock (other than (a) paying dividends or distributions in common stock of
Success Bancshares, (b) redeeming rights or taking certain other actions under
any shareholders' rights plan, (c) reclassifying any class of Success
Bancshares' capital stock into another class of capital stock or (d) purchasing
Success Bancshares' common stock related to rights under any of Success
Bancshares' benefit plans for its Directors, officers or employees), (ii) making
any payment of principal, interest or premium, if any, on or repaying,
repurchasing, or redeeming any debt securities of Success Bancshares that rank
pari passu or junior in interest to the Junior Subordinated Debentures (provided
this restriction will not prohibit payments under the Guarantee) or (iii)
redeeming, purchasing or acquiring less than all of the Junior Subordinated
Debentures or any of the Trust Preferred Securities. Further, during an
Extension Period, Success Bancshares would have the ability to continue to make
payments on Senior and Subordinated Debt. Prior to the termination of any
Extension Period, so long as no Debenture Event of Default shall have occurred
and be continuing Success Bancshares may further extend such Extension Period
provided that such extension does not cause such Extension Period to exceed 20
consecutive quarters, to extend beyond the Stated Maturity of the Junior
Subordinated Debentures or to end on a date other than an Interest Payment Date.
Upon the termination of any Extension Period, and the payment of all interest
then accrued and unpaid (including the additional amounts of interest
accumulated on the Trust Preferred Securities at the rate of ___% per annum,
compounded quarterly), Success Bancshares may elect to begin a new Extension
Period, subject to the above requirements. Subject to the foregoing, there is no
limitation on the number of times that Success Bancshares may elect to begin an
Extension Period. See "Description of Trust Preferred Securities--Distributions"
and "Description of Junior Subordinated Debentures--Option to Defer Interest
Payment Period."

If Success Bancshares exercises its right to defer payments of
interest, the holders of Trust Preferred Securities will be required to include
their pro rata share of original issue discount ("OID") in gross income as it
accrues for United States federal income tax (and possibly other) purposes in
advance of the receipt of cash. See "Certain Federal Income Tax
Consequences--Interest Income and Original Issue Discount." Should Success
Bancshares elect to exercise its right to defer payments of interest in the
future, the market price of the Trust Preferred Securities is likely to be
adversely affected. A holder that disposes of such holder's Trust Preferred
Securities during an Extension Period, therefore, might not receive the same
return on such holder's investment as a holder that continues to hold the Trust
Preferred Securities. As a result of the existence of Success Bancshares' right
to defer interest payments, the market price of the Trust Preferred Securities
may be more volatile than the market prices of other securities on which OID
accrues that are not subject to any such deferral.

DEPENDENCE ON DIVIDENDS AND INTEREST PAYMENTS FROM THE BANK

The ability of Success Capital to pay amounts due on the Trust
Preferred Securities is dependent upon Success Bancshares making payments on the
Junior Subordinated Debentures as and when required. As a holding company
without significant assets other than its equity interest in the Bank, Success
Bancshares' ability to pay interest on the Junior Subordinated Debentures to
Success Capital (and consequently Success Capital's ability to pay Distributions
on the Trust Preferred Securities) and its obligations under the Guarantee
depends primarily upon the cash dividends Success Bancshares receives from the
Bank. Dividend payments from the Bank are subject to regulatory limitations,
generally based on current and retained earnings, imposed by the various
regulatory agencies with authority over the Bank, as well as certain other
regulatory restrictions if such dividends would impair the safety and
soundness of the Bank. Payment of dividends by the Bank is also subject to the
Bank's profitability, financial condition and capital expenditures and other
cash flow requirements. No assurance can be given that the Bank will be able to
pay dividends in the future. See "Supervision and Regulation."

ADVANCEMENT OF STATED MATURITY OF JUNIOR SUBORDINATED DEBENTURES; REDEMPTION OF
TRUST PREFERRED SECURITIES

Success Bancshares will have the right, subject to receipt of prior
approval from the Federal Reserve if then required under applicable capital
guidelines, policies or regulations of the Federal Reserve, at any time to
advance the maturity of the Junior Subordinated Debentures to a date not earlier
than five years from the date of issuance and thereby cause the Trust Preferred
Securities to be redeemed on such earlier date. See "Description of Junior
Subordinated Debentures--Redemption."

11
<PAGE> 17

TAX EVENT, INVESTMENT COMPANY EVENT OR CAPITAL TREATMENT EVENT REDEMPTION

Upon the occurrence and during the continuation of a Tax Event, an
Investment Company Event or a Capital Treatment Event (whether occurring before
or after _______, 2003), Success Bancshares will have the right, if certain
conditions are met, to redeem the Junior Subordinated Debentures in whole (but
not in part) at 100% of the principal amount together with accrued but unpaid
interest to the date fixed for redemption within 90 days following the
occurrence of such Tax Event, Investment Company Event or Capital Treatment
Event and therefore to cause a mandatory redemption of the Trust Preferred
Securities. The exercise of such right is subject to Success Bancshares having
received prior approval of the Federal Reserve to do so if then required under
applicable guidelines or policies of the Federal Reserve. See "Description of
Trust Preferred Securities--Redemption."

A "Tax Event" means the receipt by Success Bancshares and Success
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
such prospective change, pronouncement or decision is announced on or after the
original issuance of the Trust Preferred Securities, there is more than an
insubstantial risk that (i) Success 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 Success Bancshares on the Junior Subordinated Debentures is
not, or within 90 days of such opinion will not be, deductible by Success
Bancshares, in whole or in part, for United States federal income tax purposes,
or (iii) Success 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. See "--Uncertainty of Deductibility of Interest on
the Junior Subordinated Debentures and Related Possible Tax Law Changes" below
for a discussion of certain legislative proposals that, if adopted, could give
rise to a Tax Event, which may permit Success Bancshares to cause a redemption
of the Junior Subordinated Debentures (and therefore the Trust Preferred
Securities) prior to ______, 2003.

An "Investment Company Event" means the receipt by Success Capital of
an opinion of counsel experienced in such matters to the effect that, as a
result of any 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, Success 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
becomes effective on or after the original issuance of the Trust Preferred
Securities.

A "Capital Treatment Event" means the receipt by Success Bancshares 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 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 prospective change, pronouncement or decision is announced on or after the
date of issuance of the Trust Preferred Securities under the Trust Agreement,
the Trust Preferred Securities (or any substantial portion thereof) do not, or
within 90 days of the date of such opinion will not, constitute Tier 1 capital
(or the then equivalent thereof) except as otherwise restricted under the 25%
Capital Limitation (as defined herein), for purposes of the capital adequacy
guidelines of the Federal Reserve, as then in effect and applicable to Success
Bancshares.

UNCERTAINTY OF DEDUCTIBILITY OF INTEREST ON THE JUNIOR SUBORDINATED DEBENTURES
AND RELATED POSSIBLE TAX LAW CHANGES

Success Bancshares' ability to deduct the interest paid on the Junior
Subordinated Debentures depends upon whether the Junior Subordinated Debentures
are characterized as debt instruments for federal income tax purposes, taking
all the relevant facts and circumstances into account. Success Bancshares
believes that the Junior Subordinated Debentures are debt instruments for
federal income tax purposes and that interest on the Junior Subordinated
Debentures will, therefore, be deductible by Success Bancshares. There is no
clear authority on the

12
<PAGE> 18

appropriate characterization for federal income tax purposes of instruments such
as the Junior Subordinated Debentures when they are issued in connection with an
offering of securities such as the Trust Preferred Securities.

Under the Taxpayer Relief Act of 1997, enacted on August 5, 1997,
issuers of certain convertible debt instruments are not entitled to deduct
interest thereon. For example, interest is not deductible if the debt instrument
is convertible into equity of the issuer (or a related party) at the option of
the holder and there is a substantial certainty that the holder will exercise
the conversion option. Similarly, interest is not deductible if the debt
instrument is part of an arrangement which is reasonably expected to result in a
conversion at the option of the issuer (or a related party). Success Bancshares
believes that this legislation will not affect the deductibility of interest on
the Junior Subordinated Debentures. The Internal Revenue Service (the
"Service"), however, has not yet issued any guidance regarding its
interpretation of the new legislation. There can be no assurance that the
Service will not take the position that interest on the Junior Subordinated
Debentures is not deductible. Accordingly, there can be no assurance that an
audit or future interpretation by the Service of the new legislation will not
result in a Tax Event and a redemption of the Trust Preferred Securities before,
or after _________________, 2003. If the interest on the Junior Subordinated
Debentures is not deductible by Success Bancshares, Success Bancshares would
have significant additional income tax liabilities. Any such tax liability could
adversely affect the ability of Success Bancshares to pay interest on the Junior
Subordinated Debentures to Success Capital (and consequently Success Capital's
ability to pay Distributions on the Trust Preferred Securities and Success
Bancshares' ability to pay its obligations under the Guarantee).

Two recent legislative initiatives, the 1998 budget proposals of
President Clinton's administration and the Revenue Reconciliation Bill of 1996,
could have denied interest deductions for interest on the Junior Subordinated
Debentures. Neither the 1998 proposal nor the 1996 bill has been enacted.
However, future enactment of these or similar proposals could affect deduction
of interest expenses and OID with respect to the Junior Subordinated
Debentures. This, in turn, could give rise to a Tax Event, which would permit
Success Bancshares, upon approval of the Federal Reserve if such approval is
then required under applicable capital guidelines or policies of the Federal
Reserve, to cause a redemption of the Trust Preferred Securities. See
"Description of Trust Preferred Securities--Redemption," "Description of
Junior Subordinated Debentures--Redemption" and "Certain Federal Income
Tax Consequences-Possible Tax Law Changes Affecting the Trust Preferred
Securities."

POSSIBLE DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES TO HOLDERS OF TRUST
PREFERRED SECURITIES

Success Bancshares will have the right at any time to dissolve Success
Capital and, after satisfaction of liabilities to creditors of Success Capital
as required by applicable law, cause the Junior Subordinated Debentures to be
distributed to the holders of the Trust Preferred Securities in liquidation of
Success Capital. The exercise of such right is subject to Success Bancshares
having received prior approval of the Federal Reserve if then required under
applicable capital guidelines or policies of the Federal Reserve. Because
holders of the Trust Preferred Securities may receive Junior Subordinated
Debentures in liquidation of Success Capital, and because Distributions are
otherwise dependent upon payments on the Junior Subordinated Debentures,
prospective purchasers of the Trust 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. See "Description of Trust Preferred
Securities--Dissolution of Success Capital and Distribution of Junior
Subordinated Debentures" and "Description of Junior Subordinated Debentures."

Under current United States federal income tax law and interpretations
and assuming, as expected, Success Capital is classified as a grantor trust for
such purposes, Success Bancshares does not believe that a distribution of the
Junior Subordinated Debentures upon a liquidation of Success Capital would be a
taxable event to holders of the Trust Preferred Securities. However, if a Tax
Event were to occur which would cause Success Capital to be subject to United
States federal income tax with respect to income received or accrued on the
Junior Subordinated Debentures, a distribution of the Junior Subordinated
Debentures by Success Capital could be a taxable event to Success Capital and
the holders of the Trust Preferred Securities. See "Certain Federal Income Tax
Consequences--Distribution of Junior Subordinated Debentures to Holders of Trust
Preferred Securities."

13
<PAGE> 19

LIMITATIONS ON DIRECT ACTIONS AGAINST SUCCESS BANCSHARES AND ON RIGHTS UNDER THE
GUARANTEE

The Guarantee will guarantee to the holders of the Trust Preferred
Securities the following payments, to the extent not paid by Success Capital:
(i) any accumulated and unpaid Distributions required to be paid on the Trust
Preferred Securities, to the extent that Success Capital has funds on hand
available therefor at such time, (ii) the redemption price with respect to any
Trust Preferred Securities called for redemption, to the extent that Success
Capital has funds on hand available therefor at such time and (iii) upon a
voluntary or involuntary dissolution of Success Capital (unless the Junior
Subordinated Debentures are distributed to holders of the Trust Preferred
Securities), the lesser of (a) the aggregate of the Liquidation Amount and all
accumulated and unpaid Distributions to the date of payment to the extent that
Success Capital has funds on hand available therefor at such time (the
"Liquidation Distribution") and (b) the amount of assets of Success Capital
remaining available for distribution to holders of the Trust Preferred
Securities after satisfaction of liabilities to creditors of Success Capital as
required by applicable law. The holders of not less than a majority in aggregate
liquidation amount of the Trust 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
Agreement. Any holder of the Trust Preferred Securities may institute a legal
proceeding directly against Success Bancshares to enforce its rights under the
Guarantee without first instituting a legal proceeding against Success Capital,
the Guarantee Trustee or any other person or entity. If Success Bancshares were
to default on its obligation to pay amounts payable under the Junior
Subordinated Debentures, Success Capital would lack sufficient funds for the
payment of Distributions or amounts payable on redemption of the Trust Preferred
Securities or otherwise, and, in such event, holders of the Trust Preferred
Securities would not be able to rely upon the Guarantee for payment of such
amounts. Instead, in the event a Debenture Event of Default shall have occurred
and be continuing and such event is attributable to the failure of Success
Bancshares 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
Trust Preferred Securities may institute a legal proceeding directly against
Success Bancshares 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 Trust Preferred Securities of
such holder (a "Direct Action"). In connection with such Direct Action, Success
Bancshares will have a right of set-off under the Indenture to the extent of any
payment made by Success Bancshares to such holder of Trust Preferred Securities
in the Direct Action. Except as described herein, holders of Trust 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
Junior Subordinated Debentures--Enforcement of Certain Rights by Holders of
Trust Preferred Securities" and "Description of Guarantee." The Trust Agreement
provides that each holder of Trust Preferred Securities by acceptance thereof
agrees to the provisions of the Guarantee Agreement and the Indenture.

LIMITED VOTING RIGHTS

Holders of Trust Preferred Securities generally will have limited
voting rights relating only to the modification of the Trust Preferred
Securities, the dissolution of Success Capital and the exercise of Success
Capital's rights as a holder of Junior Subordinated Debentures and the
Guarantee. Holders of Trust Preferred Securities will not be entitled to vote to
appoint, remove or replace the Property Trustee or the Delaware Trustee, and
such voting rights will be vested exclusively in the holder of the Common
Securities except upon the occurrence of certain events described in the Trust
Agreement. In no event will the holders of the Trust Preferred Securities have
the right to vote to appoint, remove or replace the Administrative Trustees;
such voting rights will be vested exclusively in the holder of the Common
Securities. The Property Trustee, the Administrative Trustees and Success
Bancshares may amend the Trust Agreement without the consent of holders of Trust
Preferred Securities, subject to certain exceptions, to ensure that Success
Capital will be classified for United States federal income tax purposes as a
grantor trust or to ensure that Success Capital will not be required to register
as an "investment company." See "Description of Trust Preferred
Securities--Voting Rights; Amendment of the Trust Agreement" and "-- Removal of
Trustees."

14
<PAGE> 20

LIMITED COVENANTS

The covenants in the Indenture are limited, and there are no covenants
relating to Success Bancshares in the Trust Agreement. As a result, neither the
Indenture nor the Trust Agreement protects holders of Junior Subordinated
Debentures or Trust 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 Success Bancshares or any subsidiary to
incur additional indebtedness. Therefore, the provisions of these governing
instruments should not be considered a significant factor in evaluating whether
Success Bancshares will be able to comply with its obligations under the Junior
Subordinated Debentures or the Guarantee.

TRUST PREFERRED SECURITIES NOT FDIC INSURED

The Trust Preferred Securities are not savings or deposit accounts or
other obligations of a bank, and are not insured by the Bank Insurance Fund, the
Savings Association Insurance Fund, the FDIC or any other governmental agency or
otherwise.

ABSENCE OF PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF MARKET PRICES

There exists no public market for the Trust Preferred Securities.
Success Bancshares has applied to have the Trust Preferred Securities approved
for listing on Nasdaq. There can be no assurance that an active and liquid
trading market will develop or that a continued listing of the Trust Preferred
Securities will be available on Nasdaq. Although the Underwriters have informed
Success Capital and Success Bancshares that they intend to make a market in the
Trust Preferred Securities, the Underwriters are not obligated to do so and any
such market-making activity may be terminated at any time without notice to the
holders of the Trust Preferred Securities. In the event that an active trading
market for the Trust Preferred Securities does not develop, the market price
and liquidity of the Trust Preferred Securities will be adversely affected.

Future trading prices of the Trust Preferred Securities may be subject
to significant fluctuations in response to prevailing interest rates, the
operating results and financial condition of the Company, the market for
similar securities and general market and economic conditions. The offering
price and rate of Distributions of the Trust Preferred Securities have been
determined by negotiations among representatives of Success Bancshares and the
Underwriters, and the offering of the Trust Preferred Securities may not be
indicative of the market price following the offering. As a result of the
existence of Success Bancshares' right to (i) defer interest payments on or,
subject to prior approval of the Federal Reserve if then required under
applicable capital guidelines, policies or regulations of the Federal Reserve,
advance the Stated Maturity of the Junior Subordinated Debentures, and (ii)
dissolve Success Capital and distribute Junior Subordinated Debentures to the
holders of Trust Preferred Securities, the market price of the Trust Preferred
Securities may be more volatile than the market prices of debt securities that
are not subject to such provisions. There can be no assurance as to the market
prices for the Trust Preferred Securities or the Junior Subordinated
Debentures, which are not being listed on Nasdaq, that may be distributed in
exchange for the Trust Preferred Securities if Success Bancshares exercises
its right to dissolve Success Capital. Accordingly, the Trust Preferred
Securities that an investor may purchase, or the Junior Subordinated
Debentures that a holder of the Trust Preferred Securities may receive in
dissolution of Success Capital, may trade at a discount from the price that
the investor paid to purchase the Trust Preferred Securities. See
"Description of Junior Subordinated Debentures--Distribution Upon Liquidation."

TRADING PRICE

The Trust Preferred Securities may trade at a price that does not fully
reflect the value of accrued but unpaid interest with respect to the underlying
Junior Subordinated Debentures. A holder who uses the accrual method of
accounting for tax purposes (and a cash method holder, if the Junior
Subordinated Debentures are deemed to have been issued with OID) and who
disposes of its Trust Preferred Securities between record dates for payments of
Distributions thereon will be required to include accrued but unpaid interest on
the Junior Subordinated Debentures through the date of disposition in income as
ordinary income (i.e., interest or, possibly, OID), and to add such amount to
its adjusted tax basis in its share of the underlying Junior Subordinated
Debentures deemed disposed of. To the extent the selling price is less than the
holder's adjusted tax basis (which will include all accrued but unpaid
interest), a holder will recognize a capital loss. Subject to certain limited
exceptions, capital losses cannot be

15
<PAGE> 21

applied to offset ordinary income for United States federal income tax purposes.
See "Certain Federal Income Tax Considerations--Interest Income and Original
Issue Discount" and --Sales or Redemption of Trust Preferred Securities."

ABSENCE OF RATING FOR TRUST PREFERRED SECURITIES

The Trust Preferred Securities are not rated by any rating agency and
are not anticipated to be rated in the future. The Company believes, however,
that if the Trust Preferred Securities were to be rated, the rating determined
would be that of speculative grade.

RISKS RELATING TO THE COMPANY

IMPACT OF BRANCH OPENINGS AND ACQUISITIONS ON PROFITABILITY

The Company's recent historical results have been impacted by the
opening of its branch banking facilities. Each of the various branch facilities
was newly opened by the Company within the past six years, including the
Lincolnwood/International Office branch which opened in November 1997, the
Arlington Heights branch which opened in September 1997 and the downtown
Deerfield branch which opened in April 1997. The level of reported net income
and return on average assets for the Company in the near term will continue to
be impacted by start-up costs associated with these branching operations.
Management believes that new branch facilities typically require 18 to 30 months
of operation before becoming profitable, due to the impact of organizational and
overhead expenses, the start-up phase of generating deposits and the time lag
typically involved in redeploying deposits into attractively priced loans and
other higher yielding assets. The Company intends to expand in its target
markets by establishing additional branches, and is currently in the process of
opening branches in downtown Chicago and the suburban communities of Skokie (2
branches), Mundelein, Lake Zurich and North Libertyville, Illinois. To the
extent the Company undertakes additional branching, the Company is likely to
continue to experience the effects of higher operating expenses relative to
operating income from the new branches, which may limit increases in
profitability. The Company's ability to expand by establishing new branch
offices is dependent on its ability to identify advantageous branch office
locations and generate new deposits and loans from those locations that will
create an acceptable level of net income for the Company. There can be no
assurance the Company will be able to successfully establish additional
branches.

Although the Company has expanded through establishing new branch
offices in the past, the Company's strategic plan also includes selectively
acquiring other financial institutions in its target markets. There can be no
assurance that potential acquisitions will be available on terms acceptable to
the Company or that the required regulatory approvals for any proposed
acquisitions will be obtained. There also can be no assurance that the Company
will be able to successfully integrate, operate and manage any business that it
does acquire so as to maintain or increase profitability.

ADVERSE IMPACT OF ECONOMIC CONDITIONS

Economic conditions beyond the Company's control may have a significant
adverse impact on the Company's operations. Examples of such conditions include:
(i) the strength of credit demand by customers, (ii) the introduction and growth
of new investment instruments and transaction accounts by non-bank financial
competitors and (iii) changes in the general levels of interest rates, including
changes resulting from the monetary activities of the Federal Reserve.

Economic growth in the Company's market area is dependent upon the local
economy. Adverse changes in the economy of the Chicago metropolitan area would
likely impair the Bank's ability to gather deposits and could otherwise have a
negative effect on its business, including the demand for new loans, the ability
of customers to repay loans and the value of the collateral pledged to the Bank.
See "Business--The Company" and "--Competition."

16
<PAGE> 22

CREDIT RISK; ALLOWANCE FOR LOAN LOSSES

There are risks inherent in making any loan, including risks with
respect to the period of time over which the loan may be repaid, risks resulting
from changes in economic and industry conditions including those in the
Company's local market area, risks inherent in dealing with individual borrowers
and risks resulting from uncertainties as to the future value of the collateral.
The Company's allowance for loan losses is established in consultation with
management of the Bank and is maintained at a level considered adequate by
management to absorb anticipated loan losses. The amount of future losses is
susceptible to changes in economic, operating and other conditions, including
changes in interest rates, that may be beyond the Company's control, and such
losses may exceed current estimates. There can be no assurance that the
Company's allowance for loan losses will prove sufficient to cover actual loan
losses in the future. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Financial Condition."

EFFECT OF INTEREST RATES

Like most banks, the Bank realizes income primarily from the spread
between interest earned on loans and investments and the interest paid on
deposits and borrowings. It is expected that the Bank, from time to time, will
experience "gaps" in the interest rate sensitivities of its assets and
liabilities, meaning that either its interest-bearing liabilities will be more
sensitive to changes in market interest rates than its interest-earning assets,
or vice versa. In either event, if market interest rates should move contrary to
the Bank's position, the "gap" will adversely affect the Bank's earnings. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Asset/Liability Management."

COMPLIANCE WITH REGULATORY CAPITAL REQUIREMENTS; EFFECT ON GROWTH

The Federal Reserve has established certain minimum risk-based capital
standards that apply to bank holding companies, and the OCC has established
certain minimum risk-based capital standards for national banks. As of December
31, 1997, Success Bancshares and the Bank equaled or exceeded all capital
adequacy requirements. As of December 31, 1997, the most recent notification
from the OCC categorized the Bank as "well capitalized" under the regulatory
framework for prompt corrective action. The growth of Success Bancshares and the
Bank in the past has been, and may in the future be, constrained by these
capital adequacy requirements. There can be no assurance that Success Bancshares
and/or the Bank will continue to be in compliance with all of the applicable
regulatory capital requirements. Bank holding companies and/or banks which are
not in compliance with the applicable capital requirements may be subject to
significant operating restrictions including, among other restrictions,
restrictions on the payment of dividends and incurring additional indebtedness.
Any imposition of such operating restrictions on Success Bancshares and/or the
Bank could have an adverse effect on the Company's growth and its financial
results. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" and "Supervision and
Regulation."

RELIANCE ON KEY PERSONNEL

The Company's success to date has been influenced strongly by its
ability to attract and to retain senior management experienced in providing
community banking services. Success Bancshares' ability to retain the management
team of the Bank and, as Success Bancshares grows, to attract and retain
qualified additional senior and middle management, will continue to be important
to successful implementation of the Company's strategy. Currently, Success
Bancshares is the beneficiary under a key-man life insurance policy on Saul D.
Binder, President and Chief Executive Officer of Success Bancshares and the
Bank, in the amount of $1.0 million. Mr. Binder has also entered into an
employment agreement with Success Bancshares. Steven A. Covert, Executive Vice
President and Chief Financial Officer of Success Bancshares, has entered into an
Executive Severance Agreement with Success Bancshares. The unexpected loss of
services of any key management personnel, or the inability to recruit and retain
qualified personnel in the future, could have an adverse effect on the Company's
business and financial results. See "Management."

17
<PAGE> 23

COMPETITION

The Company is headquartered in Lincolnshire, Illinois, a suburb of
Chicago. The Company currently conducts its business from its main office and
eight additional branch offices, all of which are located in the north and
northwest suburbs of Chicago and the north side of Chicago. The Company faces
significant competition both in making loans and in attracting deposits. Most of
the Company's mortgage loans are secured by properties located in Cook and Lake
Counties. The Chicago metropolitan area has a high density of financial
institutions, many of which have a state-wide or regional presence, and, in some
cases, a national presence, and all of which are competitors of the Company to
varying degrees. The Company's competition for loans comes principally from
commercial banks, savings banks, savings and loan associations, credit unions,
mortgage banking companies and insurance companies. Many of the Company's
non-bank competitors are not subject to the same degree of regulation as that
imposed on bank holding companies, federally insured banks and national banks.
As a result, such non-bank competitors have advantages over the Company in
providing certain services. The Company's most direct competition for deposits
has historically come from commercial banks, savings banks, savings and loan
associations and credit unions, many of which are significantly larger than the
Company and, therefore, have greater financial and marketing resources than
those of the Company. The Company faces additional competition for deposits from
short-term money market funds, other corporate and government securities funds
and from other financial institutions such as brokerage firms and insurance
companies. Such competition may limit the growth and profitability of the
Company in the future. See "Business--Competition" and "--Market."

SUPERVISION AND REGULATION

Bank holding companies and national banks operate in a highly regulated
environment and are subject to supervision and examination by federal regulatory
agencies. Success Bancshares is subject to the Bank Holding Company Act of 1956,
as amended (together with the regulations issued thereunder, the "BHC Act"), and
to regulation and supervision by the Federal Reserve. The Bank, as a national
bank that is a member of the Federal Reserve System and insured by the FDIC, is
subject to the primary regulation and supervision of the OCC, and secondarily,
of the FDIC. Federal laws and regulations govern numerous matters including
changes in the ownership or control of banks and bank holding companies,
maintenance of adequate capital and the financial condition of a financial
institution, permissible types, amounts and terms of extensions of credit and
investments, permissible non-banking activities, the level of reserves against
deposits and restrictions on dividend payments. The OCC and the FDIC possess
cease and desist powers to prevent or remedy unsafe or unsound practices or
violations of law by national banks, and the Federal Reserve possesses similar
powers with respect to bank holding companies. These and other restrictions
limit the manner in which Success Bancshares and the Bank may conduct business
and obtain financing. Furthermore, the commercial banking business is affected
not only by general economic conditions, but also by the monetary policies of
the Federal Reserve. Changes in monetary or legislative policies may affect the
interest rates the Bank must offer to attract deposits and the interest rates it
must charge on its loans, as well as the manner in which it offers deposits and
makes loans. These monetary policies have had, and are expected to continue to
have, significant effects on the operating results of commercial banks,
including the Bank. See "Supervision and Regulation."

YEAR 2000 COMPLIANCE

The Company has established a committee (the "Y2K Committee") comprised
of senior management to address the implications of the Year 2000 ("Y2K") on the
Company's business systems, services, major loan customers and competitive
conditions. The Y2K Committee reports directly to the Company's Audit Committee
and has adopted a formal Y2K plan designed to minimize the impact of the Y2K on
the Company. Such plan has been approved by the Audit Committee.

The Company does not maintain a proprietary mainframe system. Instead,
the majority of the Company's data processing services are provided by M&I Data
Systems ("M&I"), a major third party provider of data processing services to
financial institutions located in Milwaukee, Wisconsin. Several other
third-party providers supply the remainder of the Company's data processing
services. The Y2K Committee is closely monitoring the progress of M&I and such
other providers toward resolving the Y2K issues in their products as well as
evaluating other systems used by the Company but must rely on the cooperation of
M&I and such providers to assure Y2K

18
<PAGE> 24

compliance. There can be no assurances that M&I or any other data processing
services providers of the Company will timely convert their products to properly
utilize dates beyond December 31, 1999 and the failure by M&I and/or any of such
other providers to do so could have an adverse financial impact on the Company.
See "Supervision and Regulation--Year 2000."

USE OF PROCEEDS

All of the net proceeds from the sale of Trust Preferred Securities
will be invested by Success Capital in the Junior Subordinated Debentures. The
net proceeds to Success Bancshares from the sale of the Junior Subordinated
Debentures are estimated to be $14,140,000 (assuming no exercise of the
over-allotment option and net of estimated underwriting commission and other
estimated offering expenses). Success Bancshares intends to invest (immediately
following the consummation of the proposed Minority Acquisition) approximately
$13,000,000 of the net proceeds in the Bank in the form of common stock of The
Bank to increase its capital to support anticipated growth. Prior to the
consummation of the Minority Acquisition, Success Bancshares may invest up to
$13,000,000 of the net proceeds in the Bank in the form of preferred stock of
The Bank. See "Business--Recent Developments." Success Bancshares intends to
use the remaining net proceeds to fund additional growth of the Bank or for
general corporate purposes, which may include, without limitation, potential
future acquisitions. Pending the investment by Success Bancshares in the Bank,
Success Bancshares will invest such proceeds in short-term, highly-rated
marketable debt securities.

MARKET FOR TRUST PREFERRED SECURITIES

Success Bancshares has applied for listing of the Trust Preferred
Securities on Nasdaq under the symbol SXNBT. There can be no assurance, however,
that an active and liquid trading market will develop or, if developed, that
such a market will continue. The offering price and rate of Distributions of the
Trust Preferred Securities have been determined by negotiations among
representatives of Success Bancshares and the Underwriters, and the offering
price of the Trust Preferred Securities may not be indicative of the market
price following the offering.

ACCOUNTING TREATMENT

For financial reporting purposes, Success Capital will be treated as a
subsidiary of Success Bancshares and, accordingly, the accounts of Success
Capital will be included in the consolidated financial statements of the
Company. The Trust Preferred Securities will be presented as a separate line
item below debt and above equity in the consolidated balance sheet of the
Company under the caption "Company Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trust Holding Solely Junior Subordinated Debentures,"
and appropriate disclosures about the Trust 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 Trust Preferred Securities as an
expense in the consolidated statements of operations.

Future reports of Success Bancshares filed under the Exchange Act will
include a footnote to the financial statements stating that (i) Success Capital
is wholly owned, (ii) the sole assets of Success Capital are the Junior
Subordinated Debentures (specifying the principal amount, interest rate and
maturity date of such Junior Subordinated Debentures), and (iii) the Guarantee
constitutes a full and unconditional guarantee by Success Bancshares of the
obligations of Success Capital under the Trust Preferred Securities. Success
Capital will not provide separate reports under the Exchange Act.

19
<PAGE> 25
CAPITALIZATION

The following table sets forth the Company's consolidated
capitalization as of December 31, 1997, (i) on a historical basis and (ii) on a
pro forma basis, giving effect to the issuance of the Trust Preferred Securities
by Success Capital and the application of the estimated net proceeds from the
sale thereof including, but not limited to, the purchase of the Junior
Subordinated Debentures from Success Bancshares. See "Use of Proceeds." This
data should be read in conjunction with the financial statements, including the
notes thereto, of the Company included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------
ACTUAL PRO FORMA
--------- ----------
(dollars in thousands)
<S> <C> <C>
Long-term debt ....................................................... $ 6,720 $ 6,720
9% Convertible subordinated notes .................................... 200 200
-------- --------
Total Long-term Debt .............................................. 6,920 6,920
Company obligated mandatory redeemable preferred securities of
subsidiary trust holding solely junior subordinated debentures... -- 15,000
Shareholders' Equity:
Common stock, $0.001 par value, 7,500,000 shares authorized
2,918,324 shares issued ........................................... 3 3
Additional paid-in-capital ........................................... 24,151 24,151
Retained earnings .................................................... 6,352 6,352
Loan to Employee Stock Ownership Plan ................................ (158) 158)
-------- --------
Total before unrealized loss on securities ........................ 30,348 30,348
Unrealized loss on securities available for sale, net of tax ......... (278) (278)
-------- --------
Total shareholders' equity (1) .................................... 30,070 30,070
-------- --------
Total capitalization ................................................. $ 36,990 $ 51,990
======== ========
</TABLE>
- - - - ------------------
(1) As of December 31, 1997, the Company's regulatory capital ratios were as
follows: a leverage ratio of 9.69%, a tier 1 ratio of 11.55% and a total
risk-based capital ratio of 12.37%. On October 21, 1996, the Federal
Reserve approved, subject to certain limitations as to amount, the use of
certain cumulative preferred stock instruments such as Trust Preferred
Securities as Tier 1 capital for bank holding companies such as Success
Bancshares. The Company has elected to issue the Trust Preferred Securities
because it expects the Trust Preferred Securities to qualify as Tier 1
capital and the Distributions payable on the Trust Preferred Securities to
be a tax deductible expense of Success Bancshares. Success Bancshares
expects that, upon completion of the sale of the Trust Preferred
Securities, Trust Preferred Securities having an aggregate Liquidation
Amount of approximately $9,665,000 will qualify as Tier 1 capital, and
that the remaining amounts will qualify as Tier 2 capital, under the
capital guidelines of the Federal Reserve. Capital received from the
proceeds of the sale of the Trust Preferred Securities cannot constitute
more than 25% of the total Tier 1 capital of the Company (the "25%
Capital Limitation"). See "Supervision and Regulation."

<PAGE> 26

SELECTED CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The following selected consolidated financial data with respect to the
Company's consolidated financial position at December 31, 1997, 1996 and 1995,
and its results of operations for the years ended December 31, 1997, 1996 and
1995 have been derived from, and should be read in conjunction with, the
audited consolidated financial statements, and notes thereto, of the Company
appearing elsewhere in this Prospectus. The selected consolidated financial
data with respect to the Company's consolidated financial position as of
December 31, 1994 and 1993 and its results of operations for the years ended
December 31, 1994 and 1993 have been derived from audited consolidated
financial statements of the Company, which are not presented herein.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:

Interest income ................................... $ 24,912 $ 19,850 $ 18,675 $ 14,619 $ 10,960
Interest expense .................................. 12,861 10,020 9,886 7,221 5,016
-------- -------- -------- -------- --------
Net interest income ........................... 12,051 9,830 8,789 7,398 5,944
Provision for loan losses ......................... 766 310 207 250 220
-------- -------- -------- -------- --------
Net interest income after provision
for loan losses ................................. 11,285 9,520 8,582 7,148 5,724
Other operating income
Service charges on deposit accounts ............ 1,879 1,402 1,134 865 687
Securities gains, net .......................... -- -- 25 61 481
Gain on sales of loans, net .................... 61 109 84 94 1,077
Writedown of real estate loans
held-for-sale, transferred to portfolio ........ -- (74) -- (572) --
Credit card processing income .................. 5,987 5,334 4,389 4,071 2,960
Other fees and commissions ..................... 264 378 372 488 296
-------- -------- -------- -------- --------
Total other operating income ............. 8,191 7,149 6,004 5,007 5,501
Other operating expenses
Salaries and employee benefits ................. 6,177 5,513 4,729 3,986 2,755
Occupancy and equipment expenses ............... 2,044 1,715 1,388 1,287 934
Credit card processing expenses ................ 5,541 5,013 3,879 3,756 3,290
Other non-interest expenses .................... 4,091 3,389 3,346 2,987 3,165
-------- -------- -------- -------- --------
Total other operating expenses ................. 17,853 15,630 13,342 12,016 10,144
Minority interest in income of
subsidiary bank ................................ 37 23 47 58 79
-------- -------- -------- -------- --------
Income before taxes ............................ 1,586 1,016 1,197 81 1,002

Income tax expense (benefit) ...................... 499 233 260 (182) 176
-------- -------- -------- -------- --------
Net income ..................................... $ 1,087 $ 783 $ 937 $ 263 $ 826
======== ======== ======== ======== ========
COMMON SHARE DATA:
Earnings per common share
Basic .......................................... $ 0.68 $ 0.66 $ 0.93 $ 0.27 $ 0.89
Diluted ........................................ 0.65 0.63 0.86 0.26 0.84
Book value(1) ..................................... 10.30 8.99 7.48 5.83 7.27
Weighted average common shares
outstanding(2)................................. 1,531,000 1,061,000 1,011,000 990,000 927,000
</TABLE>

<PAGE> 27

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------------
1997 1996 1995 1994 1993
--------- -------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents ......................... $ 23,901 $ 13,833 $ 20,559 $ 18,909 $ 8,190
Securities ........................................ 53,754 47,707 50,732 55,614 55,393

Real estate loans held for sale ................... 65 117 203 40 11,021
Loans, net ........................................ 287,025 203,299 171,135 139,491 109,224
Total assets ...................................... 378,719 276,349 251,338 222,809 190,677
Deposits .......................................... 329,424 245,105 227,308 204,171 162,676
Borrowings, including repurchase agreements ....... 16,163 18,975 14,395 11,174 19,644
Shareholders' equity(3) ........................... 30,070 10,100 8,085 5,973 6,706
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
PERFORMANCE DATA:
Net interest margin(4) .................................. 4.17% 4.25% 4.14% 4.14% 4.38%
Return on average assets ................................ 0.34 0.31 0.40 0.13 0.53
Return on average equity ................................ 7.76 8.33 14.48 4.29 14.00
Loans to deposits ....................................... 87.13 82.94 75.29 68.32 67.14
Average equity to average assets ........................ 4.39 3.66 2.77 3.00 3.77

ASSET QUALITY RATIOS:
Non-performing loans to total loans(5) .................. 0.63% 0.06% 0.37% 0.27% 1.25%
Non-performing assets to total assets ................... 0.56 0.04 0.25 0.17 0.72
Allowance for loan losses to total loans ................ 0.72 0.70 0.70 0.71 0.78
Non-performing loans to allowance for
loan losses .......................................... 87.54 8.28 53.74 38.10 160.35
Net loan charge-offs to average loans ................... 0.05 0.04 0.01 0.08 0.01

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND DIVIDENDS(6):
Excluding deposit interest .............................. 1.90 1.64 2.07 1.10 2.27
Including deposit interest .............................. 1.12 1.09 1.12 1.01 1.14

CAPITAL RATIOS:
Leverage(7) ............................................. 9.69% 4.37% 3.70% 3.52% 3.67%
Tier 1(8) ............................................... 11.55 6.20 5.68 5.79 6.23
Total risk-based(9) ..................................... 12.37 8.00 7.53 7.83 8.35

OTHER:
Banking facilities ...................................... 9 7 7 5 4
Full-time equivalent employees .......................... 162 144 150 120 114
</TABLE>

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

(1) Book value per share is calculated using total shareholders' equity divided
by shares outstanding at end of period.

(3) The decrease in shareholders' equity from $6,706 in 1993 to $5,973 in 1994
is primarily attributable to the implementation of SFAS 115 Accounting for
Certain Investments in Debt and Equity Securities on December 31, 1993. The
unrealized net loss on securities available-for- sale, net of tax, declined
$1.6 million during 1994, and was recorded as a reduction in shareholders'
equity.

(4) Net interest income on a tax-equivalent basis divided by average
interest-earning assets.

(5) Non-performing loans consist of non-accrual loans and loans contractually
past due 90 days or more and still accruing.

(6) Earnings consist of income before income tax plus interest expense. Fixed
charges consist of interest expense.

(7) Tier 1 capital to total average assets.

(8) Tier 1 capital to risk weighted assets.

(9) Total capital to risk weighted assets.

<PAGE> 28

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion should be read in conjunction with "Selected
Consolidated Financial Data" and the Consolidated Financial Statements of the
Company, including the accompanying notes, each appearing elsewhere in this
Prospectus. In addition to historical information, the following "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ significantly from those anticipated in
these forward-looking statements as a result of certain factors, including those
discussed in "Risk Factors" contained elsewhere in this Prospectus. The
financial information provided below may be rounded to the nearest decimal (in
the case of amounts in excess of $1.0 million) or the nearest hundred thousand
dollars (in the case of all other amounts) in order to simplify the presentation
of management's discussion and analysis. However, the ratios and percentages
provided below are calculated (adjusted for rounding) using the detailed
financial information contained in the financial statements, notes and tables
included elsewhere herein.

GENERAL

Success Bancshares' principal business is conducted by the Bank, its
majority-owned subsidiary, and consists of full service community banking. The
profitability of the Company's operations depends primarily on its net interest
income, provision for loan losses, other operating income and other operating
expenses. Net interest income is the difference between the income the Company
receives on its loan and investment portfolios and its cost of funds, which
consists of interest paid on deposits and borrowings. The provision for loan
losses reflects the cost of credit risk in the Company's loan portfolio. Other
operating income consists of service charges on deposit accounts, securities
gains, gains on sale of loans, credit card processing income and other fees and
commissions. Other operating expenses include salaries and employee benefits as
well as occupancy and equipment expenses, credit card processing expenses and
other non-interest expenses.

Net interest income is dependent on the amounts and yields of
interest-earning assets as compared to the amounts of and rates on
interest-bearing liabilities. Net interest income is sensitive to changes in
market rates of interest and the Company's asset/liability management procedures
in coping with such changes. The provision for loan losses is dependent on
increases in the loan portfolio and management's assessment of the
collectibility of the loan portfolio, as well as economic and market factors.
Non-interest expenses are heavily influenced by the growth of operations, with
additional employees necessary to staff and open new branch facilities and
marketing expenses necessary to promote the new branch facilities. Growth in the
number of account relationships directly affects such expenses as data
processing costs, supplies, postage and other miscellaneous expenses.

CONSOLIDATED RESULTS OF OPERATIONS

Comparison of Results of Operations for the Years Ended December 31, 1997 and
December 31, 1996

General. The Company's net income for the year ended December 31, 1997
was $1.1 million compared to net income of $783,000 for the year ended December
31, 1996. The $304,000 increase in net income was primarily attributable to an
increase in net interest income and other operating income, partially offset by
increased net operating expenses.

Net interest income. Net interest income increased to $12.1 million for
the year ended December 31, 1997 from $9.8 million for 1996. This increase in
net interest income of $2.2 million, or 22.6%, was attributable to a $5.1
million increase in interest income resulting from the $57.3 million, or 24.2%,
increase in average interest-earning assets in the year ended December 31, 1997
compared to the year ended December 31, 1996. Partially offsetting this increase
in interest income was a $2.8 million increase in interest expense for the year
ended December 31, 1997, a 28.4% increase from 1996. The Company's net interest
margin decreased to 4.17% for 1997 compared to 4.25% in 1996 as a result of the
impact of promoting home equity loan growth by offering lower interest rates and
market competition for high-quality loan customers.

23
<PAGE> 29

Provision for loan losses. The provision for loan losses increased to
$766,000 for the fiscal year ended December 31, 1997, from $310,000 in the prior
year, which increase was necessary to reflect the increase in commercial real
estate lending and to offset an increase in net charge-offs. At December 31,
1997, the allowance for loan losses represented 0.72% of loans outstanding,
which management believed was adequate to cover potential losses in the
portfolio. There can be no assurance that future losses will not exceed the
amounts provided for, thereby affecting future results of operations. The
amount of future additions to the allowance for loan losses is dependent upon
actual charge-offs during the year, historical loss experience, delinquent
loans and an evaluation of current and prospective economic conditions in the
Company's market area.

Other operating income. Total other operating income increased
approximately $1.1 million, or 14.6%, to $8.2 million for 1997, compared to $7.1
million in 1996. Service charges on deposit accounts increased by 34.0% to $1.9
million for the year ended December 31, 1997, from $1.4 million in 1996. The
increase is primarily attributable to a 15.0% increase in the average balance of
deposit accounts subject to such service charges and a 102.5% increase in
average overdrafts outstanding. The majority of service charges on deposit
accounts consisted of fees charged for overdrafts and failure to maintain
required balances. Credit card processing income increased to $6.0 million from
$5.3 million for the years ended December 31, 1997 and 1996, respectively, due
primarily to a 10.3% increase in the amount of credit card sales processed and
an increase in rates charged to merchants. Total processing volume increased to
$290.3 million for the year ended December 31, 1997, from $263.2 million in
1996.

Other operating expenses. Total other operating expenses increased $2.3
million, or 14.2%, to $17.9 million for 1997, as compared to $15.6 million in
1996. This increase reflects the higher level of expenditures required to
support the Company's growth. Salaries and employee benefits increased to $6.2
million for the year ended December 31, 1997, as compared to $5.5 million for
the prior year. The increase of $664,000 reflects increased staffing to support
new locations and the growth in deposit and loan accounts at existing banking
locations which are required to maintain high levels of customer service. Also
contributing to the increase in salaries were normal salary increases. Occupancy
and equipment expenses increased to $2.0 million for 1997, from $1.7 million for
1996, primarily due to improvements in the Company's computer systems and the
costs associated with the April 1997 opening of the downtown Deerfield branch
location and September 1997 opening of the Arlington Heights branch location.
Data processing expense increased to $889,000, or 40.4%, for the year ended
December 31, 1997, compared to $633,000 for 1996, primarily due to substantially
higher volume levels and the costs associated with the conversion of the
Company's data processing provider in March 1997. Credit card processing
expenses increased $528,000, or 10.5%, to $5.5 million for 1997, compared to
$5.0 million for 1996, primarily due to the increase in the amount of credit
card sales processed. Other non-interest expenses increased by $360,000, or
13.6%, to $3.0 million for the year ended December 31, 1997, from $2.6 million
for 1996, primarily due to a $321,000 increase in legal fees attributable to
increased collection costs and other matters.

Income taxes. The Company recorded income tax expense of $499,000 for
1997, compared to an income tax expense of approximately $233,000 in 1996, which
increase is attributable to the increase in net income before tax.

Comparison of Results of Operations for the Years Ended December 31, 1996 and
December 31, 1995

General. The Company's net income was $783,000 for the year ended
December 31, 1996, compared to net income of $937,000 for the year ended
December 31, 1995, a decrease of $154,000 or 16.4%. The decrease in net income
was primarily due to increases in interest expense of $134,000, the provision
for possible loan losses of $103,000 and other operating expenses of $2.3
million, offset by increases in interest income of $1.2 million and other
operating income of $1.1 million.

Net interest income. Net interest income increased by $1.0 million, or
11.8%, to $9.8 million in 1996 from $8.8 million in 1995. This increase was
attributable to a $17.8 million increase in average interest-earning assets to
$236.4 million in 1996 from $218.6 million in 1995. The Company's net interest
margin in 1996 increased to 4.25% compared to 4.14% in 1995. This increase was
primarily due to the Company's ability to use the increase in demand deposits
and other borrowings to fund higher yielding commercial loans and real estate
mortgage loans.

24
<PAGE> 30

Provision for loan losses. The provision for loan losses increased to
$310,000 in 1996 from $207,000 in 1995, to provide for the growth in the
Company's loan portfolio. Total loans increased $32.4 million, or 18.7% to
$205.4 million at December 31, 1996, from $173.0 million at December 31, 1995.
At December 31, 1996, the allowance for loan losses represented 0.70% of total
loans, which management believed was adequate to cover potential losses in the
loan portfolio.

Other operating income. Other operating income increased by $1.1
million, or 19.1%, to $7.1 million in 1996 from $6.0 million in 1995.
Contributing to this increase was an increase in service charges on deposit
accounts of $268,000 to $1.4 million in 1996 and an increase in credit card
processing income of $945,000 to $5.3 million in 1996. The increase in service
charges on deposit accounts is directly attributable to the $17.8 million, or
7.8%, increase in deposits to $245.1 million at December 31, 1996, from $227.3
million at December 31, 1995. The increase in credit card processing income is
primarily attributable to the increase in the number of participating merchants
and a corresponding processing volume increase to $263.2 million at December 31,
1996, from $214.7 million at December 31, 1995, a 22.6% increase.

Other operating expenses. Other operating expenses increased $2.3
million, or 17.1%, to $15.6 million in 1996 from $13.3 million in 1995,
primarily due to a $784,000 increase in salaries and employee benefits primarily
attributable to a full year of staffing of two additional branches, adding a
number of experienced senior personnel and additional staff to position the
Company for anticipated growth and normal annual salary and wage increases.
Occupancy and equipment expenses increased $327,000, or 23.6%, to $1.7 million
in 1996 from $1.4 million in 1995 primarily due to a full year of operating of
two additional branch facilities in 1996, one of which was in operation for 10
months in 1995 and the other for less than one month in 1995. Credit card
processing expenses increased by approximately $1.1 million, or 29.2%, to $5.0
million in 1996 from $3.9 million in 1995, primarily due to the increase in the
number of participating merchants and corresponding processing volume increases.

Income taxes. The Company recorded an income tax expense of $233,000 in
1996 compared to $260,000 in 1995, reflecting the decrease in the Company's net
income before taxes in 1996.

INTEREST-EARNING ASSETS AND INTEREST-BEARING LIABILITIES

The following table sets forth the average daily balances, net interest
income and expense and average yields and rates for the Company's
interest-earning assets and interest-bearing liabilities for the indicated years
on a tax- equivalent basis assuming a 34% tax rate.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------
1997 1996 1995
--------------------------- --------------------------- --------------------------
AVERAGE YIELD/ AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST RATE BALANCE INTEREST RATE BALANCE INTEREST RATE
------- -------- ------- -------- -------- ------- ------- -------- ------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS

Loans (1) (2)........................... $239,084 $21,755 9.10% $182,453 $16,764 9.19% $156,896 $14,965 9.54%
Taxable investment securities............ 38,801 2,318 5.97 40,423 2,397 5.93 43,515 2,936 6.75
Investment securities exempt from
Federal income taxes.................. 8,214 613 7.46 8,824 671 7.60 11,895 825 6.94
Interest-bearing deposits with
financial institutions................ 4,032 215 5.33 2,189 125 5.71 4,586 108 2.35
Other interest-earning assets............ 3,576 208 5.82 2,500 120 4.80 1,744 103 5.91
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total interest-earning assets............ 293,707 $25,109 8.55% 236,389 $20,077 8.49% 218,636 $18,937 8.66%
Non-interest-earning assets.............. 25,335 19,890 14,846
-------- ------- --------
Total assets......................... $319,042 $256,279 $233,482
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits:
NOW & money market accounts........... $ 88,652 $ 3,114 3.51% $ 76,127 $ 2,557 3.36% $ 68,574 $ 2,534 3.70%
Savings deposits...................... 19,946 640 3.21 18,329 606 3.31 18,293 589 3.22
Time deposits......................... 127,236 7,436 5.84 96,308 5,469 5.68 96,020 5,648 5.88
Notes payable............................ 4,249 363 8.54 4,237 355 8.38 5,190 449 8.65
Other borrowings......................... 20,978 1,308 6.24 15,923 1,033 6.49 10,746 666 6.20
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total interest-bearing liabilities....... 261,061 12,861 4.93 210,924 10,020 4.75 198,823 9,886 4.97
Demand deposits - non-interest-bearing... 40,868 33,922 26,884
Other non-interest-bearing liabilities... 2,560 1,515 789
Minority interest in subsidiary bank..... 544 515 513
Shareholders' equity..................... 14,009 9,403 6,473
-------- -------- --------
Total liabilities and shareholder's
equity................................... $319,042 $256,279 $233,482
======== ======== ========
Net interest income...................... $12,248 $10,057 $ 9,051
======= ======= =======
Net interest margin...................... 4.17% 4.25% 4.14%
==== ==== ====
</TABLE>

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

(1) Non-accrual loans are included in average loans.
(2) Interest income on loans includes loan origination and other fees of
$762,000, 817,000 and 819,000 for the years ended December 31, 1997, 1996
and 1995, respectively.

25
<PAGE> 31

The increase in average interest-earning assets of $57.3 million to
$293.7 million for the year ended December 31, 1997, is primarily attributable
to the Company's loan growth. The average balance of loans during 1997 was
$239.1 million, compared with $182.5 million for 1996, an increase of 31.0%.

The Company has been actively pursuing new commercial loan
relationships in its market area. Commercial loans and commercial mortgage loans
totaled $151.0 million at December 31, 1997, compared with $102.2 million at
December 31, 1996, an increase of $48.8 million, or 47.7%.

The Company also launched a successful home equity product in 1997.
This home equity line of credit offers a 7.5% fixed rate for three years and
then converts to a prime rate-based adjustable loan. As of December 31, 1997,
total closed commitments on this product were $61.8 million, and $27.5 million
was drawn and outstanding.

The Company primarily utilized interest-bearing deposits to fund loan
growth, which contributed to the $50.1 million increase in average
interest-bearing liabilities during 1997.

CHANGES IN INTEREST INCOME AND EXPENSE

The following table shows the dollar amount of changes in interest
income and expense by major categories of interest-earning assets and
interest-bearing liabilities attributable to changes in volume or rate or both,
for the years indicated.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1997 COMPARED TO 1996 1996 COMPARED TO 1995
------------------------------- ------------------------------
CHANGE DUE TO CHANGE DUE TO
------------------- TOTAL ------------------- TOTAL
VOLUME RATE CHANGE VOLUME RATE CHANGE
------- ------- ------- ------- ------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS:

Net loans (1) ............................................... $ 5,155 $ (164) $ 4,991 $ 2,365 $ (566) $ 1,799
Taxable investment securities ............................... (97) 18 (79) (199) (340) (539)
Investment securities exempt from Federal income taxes (1) .. (46) (12) (58) (228) 74 (154)
Interest-bearing deposits with financial institutions ....... 99 (9) 90 (78) 95 17
Other interest-earning assets ............................... 59 29 88 39 (22) 17
------- ------- ------- ------- ------- -------
Total increase (decrease) in interest income ............ 5,170 (138) 5,032 1,899 (759) 1,140
------- ------- ------- ------- ------- -------
INTEREST-BEARING LIABILITIES:

NOW and money market accounts ............................... $ 435 $ 122 $ 557 $ 265 $ (242) $ 23
Savings deposits ............................................ 52 (18) 34 1 16 17
Time deposits ............................................... 1,804 163 1,967 17 (196) (179)
Notes payable ............................................... 1 7 8 (80) (14) (94)
Other borrowings ............................................ 317 (42) 275 335 32 367
------- ------- ------- ------- ------- -------
Total increase (decrease) in interest expense ........... 2,609 232 2,841 538 (404) 134
------- ------- ------- ------- ------- -------
Increase (decrease) in net interest income .............. $ 2,561 $ (370) $ 2,191 $ 1,361 $ (355) $ 1,006
======= ======= ======= ======= ======= =======
</TABLE>

(1) Tax-exempt income is reflected on a fully tax equivalent basis utilizing a
34% rate for all periods presented.

Volume variances are computed using the change in volume multiplied by
the previous year's rate. Rate variances are computed using the changes in rate
multiplied by the previous year's volume. The change in interest due to both
rate and volume has been allocated between the factors in proportion to the
relationship of the absolute dollar amounts of the change in each.

<PAGE> 32

FINANCIAL CONDITION

Total consolidated assets of the Company increased $102.4 million, or
37%, to $378.7 million at December 31, 1997 from $276.3 million at December 31,
1996. Growth in loans was the largest component of this increase.

Securities

The following table sets forth certain information with respect to the
Company's securities portfolio.

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------------------------
1997 1996 1995
------------------- -------------------- ---------------------
Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value
--------- ------- --------- ------- --------- -------
(dollars in thousands)

<S> <C> <C> <C> <C> <C> <C>
SECURITIES AVAILABLE-FOR-SALE:
U.S. Treasury ................................................ $ 3,775 $ 3,792 $ 748 $ 754 $ 1,236 $ 1,250
U.S. government sponsored entities ........................... 3,346 3,301 5,846 5,721 7,845 7,643
States and political subdivisions, exempt
from Federal income taxes .................................. 4,437 4,442 1,565 1,561 1,779 1,769
Mortgage-backed securities ................................... 7,019 7,054 2,568 2,585 555 556
SBA guaranteed loan participation certificates ............... 3,221 3,238 4,337 4,290 4,293 4,359
Other securities ............................................. 182 263 110 236 14 99
------- ------- ------- ------- ------- -------
Total .................................................... $21,980 $22,090 $15,174 $15,147 $15,722 $15,676
======= ======= ======= ======= ======= =======

SECURITIES HELD-TO-MATURITY:
U.S. Treasury ................................................ $ 246 $ 248 $ 242 $ 245 $ 238 $ 246
U.S. government sponsored entities ........................... 14,754 14,962 15,368 15,403 17,719 17,907
States and political subdivisions
Taxable .................................................... 1,791 1,899 1,845 1,939 1,845 2,006
Exempt from Federal income taxes ........................... 6,506 6,702 6,906 7,041 7,174 7,327
Mortgage-backed securities ................................... 5,148 5,409 5,804 6,037 6,384 6,768
Other securities ............................................. 3,219 3,219 2,395 2,395 1,696 1,696
------- ------- ------- ------- ------- -------
Total .................................................... $31,664 $32,439 $32,560 $33,060 $35,056 $35,950
======= ======= ======= ======= ======= =======
</TABLE>

Securities of a Single Issuer

There were no securities of any single issuer, other than the U.S.
Treasury or U.S. government sponsored entities, which had a book value in excess
of 10% of shareholders' equity at December 31, 1997.

<PAGE> 33

Securities, Maturities and Yields

The following table sets forth maturities and the weighted average
yields of the securities at December 31, 1997.

<TABLE>
<CAPTION>
MATURITY
---------------------------------------------------------------------------------------
DUE IN ONE YEAR OR DUE AFTER ONE YEAR DUE AFTER FIVE YEARS
LESS THROUGH FIVE YEARS THROUGH TEN YEARS DUE AFTER TEN YEARS
------------------- -------------------- -------------------- -------------------

WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE YIELD BALANCE YIELD BALANCE YIELD BALANCE YIELD
------- -------- ------- -------- ------- -------- ------- --------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
AVAILABLE-FOR-SALE:
U.S. Treasury .......................... $ 2,030 5.42% $ 1,762 6.48% $ -- --% $ -- --%
U.S. government sponsored entities ..... 1,335 3.71 749 5.66 1,217 5.81 -- --
State and political subdivisions(1) .... 585 5.86 2,087 6.28 1,770 6.34 -- --
Mortgage-backed securities (2) ......... 4,007 6.10 3,047 6.80 -- -- -- --
SBA guaranteed loan
participation certificates (2) ...... 94 8.22 68 7.48 -- -- 3,076 7.02
Other securities ....................... -- -- -- -- -- -- 263 5.53
------- ------- ------- ------- ------- ------- ------- -------
$ 8,051 5.54% $ 7,713 6.48% $ 2,987 6.12% $ 3,339 6.90%
======= ======= ======= ======= ======= ======= ======= =======
HELD-TO-MATURITY:
U.S. Treasury .......................... $ 246 6.61% $ -- -- % $ -- --% $ -- --%
U.S. government sponsored entities ..... 3,574 4.87 2,885 6.44 7,835 6.68 460 5.49
States and political subdivisions(1) ... 461 7.38 3,049 7.45 1,965 8.16 2,822 8.44
Mortgage-backed securities(2) .......... -- -- 1,360 7.58 2,948 7.30 840 7.39
Other securities ....................... -- -- 150 8.00 300 7.65 2,769 5.93
------- ------- ------- ------- ------- -------
$ 4,281 5.24% $ 7,444 7.09% $13,048 7.07% $ 6,891 7.11%
======= ======= ======= ======= ======= ======= ======= =======
</TABLE>
- - - - --------------
(1) The yield is reflected on a fully tax equivalent basis utilizing a 34% tax
rate.

(2) These securities are presented based on contractual maturities.

Loan Portfolio

The loan portfolio is the largest category of the Company's
interest-earning assets. Total loans as a percentage of total assets increased
to 76.5% at December 31, 1997, from 74.3% at December 31, 1996.

The following table sets forth the historical composition of the loan
portfolio.

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------------------
1997 1996 1995
------------------- ------------------- -------------------
PERCENT PERCENT PERCENT
OF OF OF
AMOUNT PORTFOLIO AMOUNT PORTFOLIO AMOUNT PORTFOLIO
-------- --------- -------- --------- -------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Commercial............................ $ 87,506 30.21% $ 58,912 28.68% $ 45,217 26.14%
Real estate - construction............ 13,409 4.63 12,282 5.98 12,821 7.41
Real estate - mortgages............... 106,120 36.64 84,920 41.34 68,227 39.44
Home equity........................... 72,944 25.18 43,193 21.03 37,820 21.86
Installment........................... 9,253 3.19 5,615 2.73 8,655 5.00
Credit cards.......................... 432 0.15 503 0.24 261 0.15
-------- ------ -------- ------ -------- ------
Total gross loans................ 289,664 100.00% 205,425 100.00% 173,001 100.00%
====== ====== ======

Unearned discount..................... -- (2) (3)
Net deferred loan fees................ (187) (261) (223)

Unaccreted discount from loss on
transfer of loans from held-for-
sale to portfolio.................. (373) (438) (451)
---- ---- ----
Loans, net of unearned discount and
net deferred loan fees............. 289,104 204,724 172,324
Allowance for loan losses............. (2,079) (1,425) (1,189)
-------- -------- --------
Net loans.......................... $287,025 $203,299 $171,135
======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------
1994 1993
------------------- -------------------
PERCENT PERCENT
OF OF
AMOUNT PORTFOLIO AMOUNT PORTFOLIO
-------- --------- -------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C>
Commercial............................ $ 33,640 23.83% $ 34,118 30.96%
Real estate - construction............ 8,656 6.13 6,697 6.08
Real estate - mortgages............... 63,533 45.01 29,691 26.94
Home equity........................... 30,810 21.83 36,366 33.00
Installment........................... 4,056 2.87 2,771 2.51
Credit cards.......................... 443 0.33 562 0.51
-------- ------ -------- ------
Total gross loans................ 141,138 100.00% 110,205 100.00%
====== ======

Unearned discount..................... (8) (18)
Net deferred loan fees................ (126) (108)

Unaccreted discount from loss on
transfer of loans from held-for-
sale to portfolio.................. (513) --
---- --
Loans, net of unearned discount and
net deferred loan fees............. 140,491 110,079
Allowance for loan losses............. (1,000) (855)
------ --------
Net loans.......................... $139,491 $109,224
======== ========
</TABLE>

Commercial Loans: Commercial loans are generally written with
adjustable interest rates to match variable rate funding sources. Such loans
increased $28.6 million to $87.5 million at December 31, 1997, as the Company
actively pursued more commercial loan relationships. Commercial loans
represented 30.2% of the total loan portfolio at December 31, 1997, as compared
to 28.7% of the total loan portfolio at December 31, 1996.

28
<PAGE> 34

Real Estate Mortgage Loans: Real estate mortgage loans, which consist
of residential and commercial loans secured by real estate, totaled $106.1
million at December 31, 1997, compared to $84.9 million at December 31, 1996.
This increase is primarily related to an increased emphasis in commercial real
estate lending. Real estate mortgage loans are typically written with fixed
rates of interest, and commercial real estate loans typically have a five-year
balloon feature.

Home Equity Loans: Home equity loans increased $29.8 million, or 68.9%,
from December 31, 1996 and were $72.9 million at December 31, 1997. At December
31, 1997, home equity loans accounted for 25.2% of the total loan portfolio,
compared to 21.0% of the total loan portfolio at December 31, 1996. The increase
in home equity loans is primarily due to the success of the Company's prime
rate-based home equity products, including a new product promoted by the Company
featuring a 7.5% fixed rate for three years, adjusting to prime thereafter. As
of December 31, 1997, $61.8 million of total commitments on the loans had been
closed, with $27.5 million drawn and outstanding. Home equity lines of credit,
in addition to senior mortgage indebtedness, normally do not exceed 80% of the
residential real estate collateral value. These loan to value ratios help to
limit the credit risk associated with these loans.

The Bank has no concentrations of loans to borrowers engaged in the
same or similar industries that exceed 10% of total loans. The Company maintains
a policy of directing its lending activities to the target markets from which
its deposits are drawn.

Loan Maturities

The following table sets forth the maturities of commercial and real
estate construction loans outstanding at December 31, 1997. Also set forth are
the amounts of such loans due after one year, classified according to
sensitivity to changes in interest rates.

<TABLE>
<CAPTION>
MATURITY
---------------------------------------------------------
DUE IN ONE DUE AFTER ONE YEAR
YEAR OR LESS THROUGH FIVE YEARS DUE AFTER FIVE YEARS TOTAL
------------ ------------------- -------------------- --------
(dollars in thousands)

FLOATING FLOATING
FIXED RATE FIXED RATE
------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Commercial and real estate construction loans...... $88,318 $5,840 $3,232 $2,838 $687 $100,915
======= ====== ====== ====== ==== ========
</TABLE>

Non-performing Loans

Non-performing loans include: (1) loans accounted for on a non-accrual
basis, (2) accruing loans contractually past due 90 days or more as to interest
or principal payments and (3) loans whose terms have been renegotiated to
provide a reduction or deferral of interest or principal because of a
deterioration in the financial position of the borrower.

<PAGE> 35

The Bank has a reporting and control system to monitor non-performing
loans. The following table provides certain information on the Bank's
non-performing loans at the dates indicated.

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------
1997 1996 1995 1994 1993
------ ------- ------ ------ -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Nonaccrual loans ................................... $1,479 $ -- $ 13 $ 258 $ 852
Restructured loans ................................. -- -- -- -- --
Loans 90 days or more past due, accruing ........... 341 118 626 123 519
------ ------- ------ ------ ------
Total non-performing loans .................... $1,820 $ 118 $ 639 $ 381 $1,371
====== ======= ====== ====== ======
Non-performing loans to loans, net of unearned
discount and net deferred loan fees ............. 0.63% 0.06% 0.37% 0.27% 1.25%
Non-performing loans to allowance for loan losses... 87.54% 8.28% 53.74% 38.10% 160.35%
</TABLE>

The increase in non-performing loans of $1.7 million from December 31,
1996 to December 31, 1997 is primarily attributable to seven loans. Of these
loans, two (totaling $303,000) are 90 days or more past due but still accruing
interest. Each of these loans is secured by a first lien on residential real
estate or a second lien where the Bank also holds the first lien. Should
management's view of the collectibility of these loans change, they may be
transferred to nonaccrual status. The remaining five large non-performing loans
are nonaccrual and are summarized as follows:

<TABLE>
<CAPTION>
NUMBER BALANCE AT
LOAN TYPE OF LOANS DECEMBER 31, 1997
- - - - -------------------------------- -------- ---------------------
(dollars in thousands)
<S> <C> <C>
Residential Mortgage - 1st Lien 2 $ 385
Commercial Mortgage - 1st Lien 1 555
Commercial Construction 1 342
Commercial Line of Credit 1 100
</TABLE>

Management is aggressively pursuing collection efforts with respect to each of
these non-performing loans.

Loans with principal or interest payments contractually due but not yet
paid are reviewed by senior management on a weekly basis and are placed on
nonaccrual status when scheduled payments remain unpaid for 90 days or more,
unless the loan is both well-secured and in the process of collection. Interest
income on nonaccrual loans is recorded when actually received in contrast to the
accrual basis, which records income over the period in which it is earned,
regardless of when it is received.

Potential Problem Loans

In addition to those loans disclosed under "Non-performing Loans,"
there are certain loans in the portfolio which management has identified through
its problem loan identification system which exhibit a higher than normal credit
risk. Management's review of the total loan portfolio to identify loans where
there is concern that the borrower will not be able to continue to satisfy
present loan repayment terms includes factors such as review of individual
loans, recent loss experience and current economic conditions. Loans in this
category include those with characteristics such as those that have recent
adverse operating cash flow or balance sheet trends, or have general risk
characteristics that the loan officer believes might jeopardize the future
timely collection of principal and interest payments. The principal amount of
loans in this category as of December 31, 1997 and December 31, 1996 were
approximately $3.7 million and $983,000, respectively. One loan, a commercial
mortgage totaling $2.9 million, secured by a strip shopping center in Deerfield,
Illinois, contributed to the majority of this increase. This loan, while
current, was added to the Bank's watch list due to its debt service coverage and
loan to value ratio. At December 31, 1997, there were no significant loans which
were classified by any bank regulatory agency that are not included above as
non-performing or as a potential problem loan.

<PAGE> 36

Other Real Estate Owned

The Bank had one property, a single-family home in Deerfield, Illinois,
totaling $290,000 in other real estate owned at December 31, 1997, and none at
December 31, 1996.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level considered
adequate to provide for potential future losses in the Company's loan portfolio.
The level of the allowance is based upon management's periodic and comprehensive
evaluation of the loan portfolio, as well as current and projected economic
conditions. Reports of examination furnished by Federal banking authorities are
also considered by management in this regard. These evaluations by management in
assessing the adequacy of the allowance include consideration of past loan loss
experience, changes in the composition of the loan portfolio, the volume and
condition of loans outstanding and current market and economic conditions.

Loans are charged to the allowance for loan losses when deemed
uncollectible by management, although collection efforts may continue and future
recoveries may occur.

Set forth in the following table is an analysis of the allowance for
loan losses.

YEAR ENDED DECEMBER 31,
------------------------------------------
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Allowance at beginning of period ............ $1,425 $1,189 $1,000 $ 855 $ 647
Charge-offs:
Commercial ............................... 71 49 -- 88 26
Real estate - construction ............... -- -- -- -- --
Real estate - mortgage ................... -- -- -- -- --
Home equity .............................. -- -- -- -- --
Installment .............................. 23 20 4 1 7
Credit cards ............................. 55 9 15 50 19
------ ------ ------ ------ ------
Total charge-offs ........................... 149 78 19 139 52
------ ------ ------ ------ ------
Recoveries:
Commercial ............................... 22 -- -- 31 23
Real estate - construction ............... -- -- -- -- --
Real estate - mortgage ................... -- -- -- -- --
Home equity .............................. -- -- -- -- --
Installment .............................. 15 3 -- 1 --
Credit cards ............................. -- 1 1 2 17
------ ------ ------ ------ ------
Total recoveries ............................ 37 4 1 34 40
------ ------ ------ ------ ------
Net charge-offs ............................. 112 74 18 105 12
Provision for loan losses ................... 766 310 207 250 220
------ ------ ------ ------ ------
Allowance at end of period .................. $2,079 $1,425 $1,189 $1,000 $ 855
====== ====== ====== ====== ======
Allowance to loans, net of unearned
discount and net deferred loan fees....... 0.72% 0.70% 0.70% 0.71% 0.78%
Net charge-offs to average net loans......... 0.05% 0.04% 0.01% 0.08% 0.01%
</TABLE>

<PAGE> 37

The loan loss provision of $766,000 in 1997 reflects an increase of
$456,000 from the 1996 provision. The increase was necessary to reflect the
increase in commercial real estate lending and to offset an increase in net
charge-offs.

The following table presents the allocation of the allowance for loan
losses.

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
------------------- ------------------ ------------------- ------------------ -------------------
PERCENT OF PERCENT OF PERCENT OF PERCENT OF PERCENT OF
LOANS OF LOANS OF LOANS OF LOANS OF LOANS OF
EACH EACH EACH EACH EACH
CATEGORY CATEGORY CATEGORY CATEGORY CATEGORY
TO TOTAL TO TOTAL TO TOTAL TO TOTAL TO TOTAL
AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS
-------- ------- -------- ------- -------- -------- -------- -------- ------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial................... $ 829 30.21% $ 597 28.68% $ 596 26.14% $ 550 23.83% $ 478 30.96%
Real estate - construction... -- 4.63 -- 5.98 -- 7.41 -- 6.13 -- 6.08
Real estate - mortgage....... 118 36.64 59 41.34 37 39.44 27 45.01 20 26.94
Installment.................. 56 3.19 34 2.73 36 5.00 35 2.87 53 2.51
Home equity.................. 387 25.18 224 21.03 190 21.86 180 21.83 163 33.00
Credit cards................. 5 0.15 12 0.24 7 0.15 9 0.33 34 0.51
Unallocated.................. 684 -- 499 -- 323 -- 199 -- 107 --
-------- ------ -------- ------ ------- ------ ------- ------ ------- ------
Total................... $ 2,079 100.00% $ 1,425 100.00% $ 1,189 100.00% $ 1,000 100.00% $ 855 100.00%
======== ====== ======== ====== ======= ====== ======= ====== ======= ======
</TABLE>

Control of the Company's loan quality is continually monitored by
management and is reviewed by the Board of Directors and loan committee of the
Bank on a monthly basis, subject to the oversight by Success Bancshares' Board
of Directors through its members who serve on the loan committee. Independent
external review of the loan portfolio is provided by the examinations conducted
by regulatory authorities, independent public accountants in conjunction with
their annual audit and an independent loan review performed by an entity engaged
by the Board of Directors of the Bank. The amount of additions to the allowance
for loan losses which are charged to earnings through the provision for loan
losses is determined based on a variety of factors, including actual charge-offs
during the year, historical loss experience, delinquent loans and an evaluation
of current and prospective economic conditions in the Company's market area.
Although management believes the allowance for loan losses is adequate to cover
any potential losses, there can be no assurance that the allowance will prove
sufficient to cover actual loan losses in the future.

Asset/Liability Management

As a continuing part of its financial strategy, the Company attempts to
manage the impact of fluctuations in market interest rates on its net interest
income. This effort entails providing a reasonable balance between interest rate
risk, credit risk, liquidity risk and maintenance of yield. Asset/liability
management policies are established and monitored by management in conjunction
with the Board of Directors of the Bank, subject to general oversight by Success
Bancshares' Board of Directors. The policies establish guidelines for acceptable
limits on the sensitivity of the market value of assets and liabilities to
changes in interest rates.

The Company's net income is dependent on its net interest income. Net
interest income is susceptible to interest rate risk to the degree that
interest-bearing liabilities mature or reprice on a different basis than
interest-earning assets. When interest-bearing liabilities mature or reprice
more quickly than interest-earning assets in a given period, a significant
increase in market rates of interest could adversely affect net interest income.
Similarly, when interest-earning assets mature or reprice more quickly than
interest-bearing liabilities, falling interest rates could result in a decrease
in net income.

<PAGE> 38

The following table illustrates the Company's estimated interest rate
sensitivity and periodic and cumulative gap positions as calculated as of
December 31, 1997.

<TABLE>
<CAPTION>
TIME TO MATURITY OR REPRICING
----------------------------------------------------------
0-90 DAYS 91-365 DAYS 1-5 YEARS OVER 5 YEARS TOTAL
--------- ----------- --------- ------------ ---------
(dollars in thousands)
INTEREST-EARNING ASSETS:
<S> <C> <C> <C> <C> <C>
Net loans(1) ................................ $ 121,152 $ 18,265 $ 112,632 $ 34,976 $ 287,025
Securities .................................. 9,363 12,227 17,451 14,713 53,754
Interest-bearing deposits with .............. 564 -- -- -- 564
financial institutions
Federal funds sold .......................... 7,000 -- -- -- 7,000
--------- --------- --------- --------- ---------
Total interest-earning assets .......... $ 138,079 $ 30,492 $ 130,083 $ 49,689 $ 348,343
========= ========= ========= ========= =========
Interest-Bearing Liabilities:
NOW and money market accounts ............... $ 45,061 $ 8,891 $ 51,828 $ 3,218 $ 108,998
Savings deposits ............................ 626 1,907 10,927 5,929 19,389
Time deposits ............................... 57,298 51,305 46,798 411 155,812
Borrowings .................................. 5,544 4,162 4,056 2,401 16,163
--------- --------- --------- --------- ---------
Total interest-bearing liabilities ..... $ 108,529 $ 66,265 $ 113,609 $ 11,959 $ 300,362
========= ========= ========= ========= =========
Rate sensitive assets (RSA) ................. $ 138,079 $ 168,571 $ 298,654 $ 348,343 $ 348,343
Rate sensitive liabilities (RSL) ............ $ 108,529 $ 174,794 $ 288,403 $ 300,362 $ 300,362
Cumulative gap (GAP = RSA - RSL) ........... $ 29,550 $ (6,223) $ 10,251 $ 47,981 $ 47,981

RSA/Total assets............................. 36.46% 44.51% 78.86% 91.98% 91.98%
RSL/Total assets............................. 28.66% 46.15% 76.15% 79.31% 79.31%

GAP/Total assets............................. 7.80% (1.64%) 2.71% 12.67% 12.67%
GAP/RSA...................................... 21.40% (3.69%) 3.43% 13.77% 13.77%
</TABLE>

(1) Includes loans held for sale.

While the gap position illustrated above is a useful tool that
management can assess for general positioning of the Company's balance sheets,
management uses an additional measurement tool to evaluate its asset/liability
sensitivity which determines exposure to changes in interest rates by measuring
the percentage change in net interest income due to changes in rates over a
one-year time horizon. Management measures such percentage change assuming an
instantaneous permanent parallel shift in the yield curve of 100 and 200 basis
points, both upward and downward. The model uses an option-based pricing
approach to estimate the sensitivity of mortgage loans. The most significant
embedded option in these types of assets is the prepayment option of the
borrowers. The model uses various prepayment assumptions depending upon the type
of mortgage instrument (residential mortgages, commercial mortgages,
mortgage-backed securities, etc.). Prepayment rates for mortgage instruments
ranged from 5 to 45 CPR (Constant Prepayment Rate) as of December 31, 1997. For
administered rate core deposits (e.g. NOW and savings accounts), the model
utilizes interest rate floors equal to 100 basis points below their current
levels.

Utilizing this measurement concept, the interest rate risk of the
Company, expressed as a percentage change in net interest income over a one-year
time horizon due to changes in interest rates, at December 31, 1997, was as
follows:

<TABLE>
<CAPTION>
BASIS POINT CHANGE
-------------------------------------
+200 +100 -100 -200
----- ------ ------ ------
<S> <C> <C> <C> <C>
Percentage change in net interest income due to an
immediate change in interest over a one-year
time horizon.......................................... 0.94% 0.52% (0.03%) (3.52%)
</TABLE>

<PAGE> 39

The Company does not currently engage in trading activities or use
derivative instruments to control interest rate risk. Although such activities
may be permitted with the approval of the Board of Directors of the Bank, the
Company does not intend to engage in such activities in the immediate future.

Interest rate risk is the most significant market risk affecting the
Company. Other types of market risk, such as foreign currency exchange rate risk
and commodity price risk, do not arise in the normal course of the Company's
business activities.

Deposits

Average total deposits were $276.7 million for the year ended December
31, 1997, an increase of 23.2% from 1996. The increase in deposits occurred as a
result of opening new branches, and continued emphasis on deposit growth through
marketing and rate promotions. The composition of deposits has not changed
significantly from 1996.

The following table sets forth the maturities of certificates of
deposit and other time deposits of $100,000 or more at December 31, 1997.

DECEMBER 31, 1997
---------------------
(dollars in thousands)
<S> <C>
Maturing within three months .......................... $29,614
After three but within six months ..................... 7,861
After six but within twelve months .................... 11,342
After twelve months ................................... 12,149
-------
Total ............................................ $60,966
=======
</TABLE>

Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase are overnight repurchase
agreements with customers of the Bank and primarily consist of U.S. government
sponsored entity obligations. The securities underlying the agreements are
book-entry securities. During the period, the securities were delivered by
appropriate entry into a third-party custodian's account designated by the Bank
under a written custodial agreement that explicitly recognizes the customer's
interest in the securities. At December 31, 1997, no material amount of
agreements to repurchase securities sold were outstanding with any individual
customer. Securities sold under agreements to repurchase averaged $5.8 million
and $4.1 million during 1997 and 1996, respectively, and the maximum amounts
outstanding at any month-end during 1997 and 1996 were $12.0 million and $4.6
million, respectively. The weighted average rate paid during 1997 and 1996 was
4.15% and 4.20%, respectively, and the weighted average rate at the end of 1997
and 1996 was 4.54% and 4.23%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Success Bancshares and the Bank are subject to various regulatory
capital requirements administered by the federal banking agencies. Failure to
meet minimum capital requirements could result in certain mandatory, and
possibly additional discretionary, actions by regulators that, if undertaken,
could have a direct material adverse effect on the Company's growth and
financial condition. The regulations require Success Bancshares and the Bank to
meet specific capital adequacy guidelines that involve quantitative measures of
assets, liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting principles. The capital adequacy guidelines are also
subject to qualitative judgments by the regulators about risk weightings and
other factors.

Quantitative measures established by Federal Reserve, OCC and FDIC
regulations to ensure capital adequacy require Success Bancshares and the Bank
to maintain minimum ratios of Tier 1 capital (as defined in such regulations) to
total average assets (as defined in such regulations) ("leverage ratio") and
minimum ratios of Tier 1 Capital and total capital (as defined in such
regulations) to risk weighted assets (as defined in such regulations) ("Tier 1
Ratio" and "Total Risk-Based Capital Ratio," respectively). As of December 31,
1997, Success Bancshares

<PAGE> 40

and the Bank were in compliance with all applicable regulatory capital
requirements. However, there can be no assurance that Success Bancshares or the
Bank will continue to be in compliance with such regulatory capital
requirements. See "Supervision and Regulation."

Liquidity management at the Bank involves planning to meet
anticipated funding needs at a reasonable cost. Liquidity management is guided
by policies formulated and monitored by Success Bancshares' senior management
and the Bank's asset/liability committee, which take into account the
marketability of assets, the sources and stability of funding and the level of
unfunded commitments. The Bank's principal sources of funds are deposits,
short-term borrowings and capital contributions by Success Bancshares through
its capital-raising efforts or out of the proceeds of borrowings under the
revolving line of credit. Borrowings by the Bank from the Federal Reserve Bank
of Chicago and Federal Home Loan Bank of Chicago provide additional sources of
short-term liquidity.

The Bank's core deposits, the most stable source of liquidity for
community banks due to the nature of long-term relationships generally
established with depositors and the security of deposit insurance provided by
the FDIC, are available to provide long-term liquidity. At December 31, 1997 and
1996, 68.4% and 69.8%, respectively, of Success Bancshares' total assets were
funded by core deposits with balances less than $100,000, while remaining assets
were funded by other funding sources such as core deposits with balances in
excess of $100,000, public funds, purchased funds and the capital of the Bank.

Liquid assets refer to money market assets such as cash and due from
banks, Federal funds sold and interest-bearing time deposits with financial
institutions, as well as securities available-for-sale and securities
held-to-maturity with a remaining maturity less than one year. Net liquid assets
represent the sum of the liquid asset categories less the amount of assets
pledged to secure public funds. At December 31, 1997 and 1996, net liquid assets
totaled approximately $39.0 million and $26.3 million, respectively. The
increase in net liquid assets from December 31, 1996 to December 31, 1997 is a
result of excess cash received from deposit inflows being invested in short-term
funds and the timing of investment maturities.

The Company's cash flows are composed of three classifications: cash
flows from operating activities, cash flows from investing activities, and cash
flows from financing activities. Net cash provided by operating activities,
consisting primarily of earnings, was $2.9 million for the year ended December
31, 1997, and $1.6 million for the year ended December 31, 1995. Net cash used
in operating activities was $266,000 for the year ended December 31, 1996. A
significant component in the fluctuation of net cash provided by or used in
operating activities is the timing of the sale of loans held for sale to
permanent investors. Net cash used in investing activities, consisting primarily
of loan and investment funding, was $93.0 million, $29.9 million and $26.4
million for the years ended December 31, 1997, 1996, and 1995, respectively. Net
cash provided by financing activities, consisting principally of deposit growth
and the issuance of stock, was $100.1 million, $23.5 million, and $26.9 million
for the years ended December 31, 1997, 1996 and 1995, respectively.

EFFECTS OF INFLATION

The financial statements and related financial data concerning the
Company presented herein have been prepared in accordance with generally
accepted accounting principles, which require the measurement of financial
position and operating results in terms of historical dollars without
considering changes in the relative purchasing power of money over time due to
inflation. Inflation can have a significant effect on the operating results of
all industries. However, the effects of inflation in the local economy and on
the Company's operating results have been relatively modest for the past several
years. Since substantially all of the Company's assets and liabilities are
monetary in nature, such as cash, securities, loans and deposits, their values
are less sensitive to the effects of inflation than to changing interest rates,
which do not necessarily change in accordance with inflation rates.

The primary impact of inflation on the operations of the Company is
reflected in increased operating costs. Furthermore, inflation can directly
affect the value of loan collateral in general, and real estate collateral in
particular. These factors are taken into account in the initial underwriting
process and over the life of the Company's loans. The Company believes that it
has systems in place to continue to manage the rates, liquidity and interest
rate sensitivity of the Company's assets and liabilities. See "-- Financial
Condition--Asset/Liability Management."

<PAGE> 41

FORWARD-LOOKING STATEMENTS

Statements made about the Company's future economic performance,
strategic plans or objectives, revenues or earnings projections or other
financial items and similar statements are not guarantees of future performance,
but are forward-looking statements. By their nature, these statements are
subject to numerous uncertainties that could cause actual results to differ
materially from those in the statements. Important factors that might cause the
Company's actual results to differ materially include, but are not limited to,
the following:

o Federal and state legislative and regulatory developments;
o The impact of continued loan and deposit promotions on the Company's net
interest margin;
o The impact of opening, staffing and operating new branch facilities;
o Changes in management's estimate of the adequacy of the allowance for loan
losses;
o Changes in the level and direction of loan delinquencies and write-offs;
o Interest rate movements and their impact on customer behavior and the
Company's net interest margin;
o The impact of repricing and competitors' pricing initiatives on loan and
deposit products;
o The Company's ability to adapt successfully to technological changes to
meet customers' needs and developments in the marketplace;
o The Company's ability to access cost effective funding; and
o Changes in financial markets and general economic conditions.

<PAGE> 42

BUSINESS

THE COMPANY

Success Bancshares, a Delaware corporation, is a bank holding company
headquartered in Lincolnshire, Illinois. Together with the Bank, its majority
owned subsidiary, the Company had total assets of $378.7 million at December 31,
1997. Success Bancshares was originally incorporated in September 1984. Through
the Bank, the Company engages in full service community banking. The Bank is
also headquartered in Lincolnshire, Illinois, located approximately 35 miles
north of downtown Chicago, and, in addition to its headquarters, has eight
branch offices, all of which have been established since 1992:

<TABLE>
<CAPTION>
AVERAGE
BANK OR COMMUNITIES HOUSEHOLD
BRANCH LOCATION DATE OPENED TOTAL DEPOSITS SERVED POPULATION(1) INCOME(2)
- - - - ------------------------- -------------- -------------- ------------ ------------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C>
Lincolnshire March 1973 $142,105 Lincolnshire 3,955 $123,364
(Headquarters) Vernon Hills 18,830 53,722
Lake Forest 18,771 142,688

Lincolnwood February 1992 100,190 Lincolnwood 12,168 75,654
Skokie 58,980 53,390
Evanston 73,433 56,079
West Rogers Park 65,374 37,975
Peterson Park 16,236 41,463

Lincoln Park April 1993 22,692 Lincoln Park 61,092 67,158
Lakeview 91,031 44,515

Libertyville March 1994 17,377 Libertyville 19,757 72,815
Green Oaks 2,416 95,025
Mundelein 23,995 50,466
Mettawa 386 204,615

Northbrook March 1995 19,055 Northbrook 33,476 107,350
Glencoe 8,705 164,254
Winnetka 12,899 174,957
Glenview 37,836 83,709

Deerfield/Riverwoods December 1995 7,205 Riverwoods 3,049 169,359
Buffalo Grove 39,806 64,797
Wheeling 30,863 43,976

Deerfield/Downtown April 1997 12,914 Deerfield 17,822 90,821
Highland Park 29,309 119,892
Bannockburn 1,495 139,510

Arlington Heights September 1997 7,488 Arlington Heights 77,438 59,692
Mount Prospect 53,605 53,502
Prospect Heights 15,635 50,605
Palatine 39,985 56,951

Lincolnwood/International November 1997 398 Lincolnwood 12,168 75,654
Office Skokie 58,980 53,390
Evanston 73,433 56,079
West Rogers Park 65,374 37,975
Peterson Park 16,236 41,463
</TABLE>
- - - - ----------------------

(1) Reflects 1994 census estimates published by Bureau of the Census, U.S.
Department of Commerce.
(2) Provided by Northeastern Illinois Planning Commission derived from 1989
information reported in 1990 U.S. Census Data.

<PAGE> 43

The Company's 1998 expansion plans include opening branches in downtown
Chicago and the suburban communities of Skokie (2 branches), Mundelein, Lake
Zurich and North Libertyville, Illinois.

The Company provides community banking services to individuals,
small-to-medium-sized businesses, local governmental units and institutional
clients primarily in the Northern Chicagoland area. These services include
traditional checking, NOW, money market, savings and time deposit accounts, as
well as a number of innovative deposit products targeted to specific market
segments. The Bank offers home equity, home mortgage, commercial real estate,
commercial and consumer loans, safe deposit facilities and other innovative and
traditional services specially tailored to meet the needs of customers in its
target markets. The Company's goal is to continue to offer innovative,
attractive financial products to businesses and individuals in its target
markets.

STRATEGY

The Company's goal is to foster continued profitable growth in the
assets of the Bank while maintaining strong credit quality. To achieve this
goal, the Company's strategic plan is focused on providing a high level of
service to its core customers while expanding its market share in the north and
northwest suburbs of Chicago and the north side of Chicago. Key elements of the
Company's strategic plan include:

o MAINTAINING STRONG LOCAL PRESENCE AND DECISION-MAKING AUTHORITY.
The Company's strong local presence combined with its focus on local decision
making differentiates it from larger financial institutions with national or
regional markets that have branches in the Company's target markets. The Company
believes that these principles provide the Bank with the competitive advantage
of being able to tailor products and services to meet the needs of the
customers, to make decisions for customers quickly and to enjoy the symbiotic
benefits of investing and participating in its community.

o PROVIDING A HIGH LEVEL OF SERVICE THROUGH QUALITY EMPLOYEES. A
cornerstone of the Company's strategy is to provide customers with quality
products and services delivered through traditional and state-of-the-art
systems, while making highly responsive and personalized attention to customer
service the priority in all of its operations. The rapid pace of consolidation
in the financial services industry has led to the disenchantment of many
individuals and small businesses with the perceived lower level of service
offered by the resulting larger institutions. The Company intends to capitalize
on this negative perception by providing a high level of individualized service
and responsiveness. The Company believes that providing this individualized
service depends on competent and highly motivated employees who are able to make
decisions and quickly respond to customers' needs. To ensure professional
servicing of commercial and retail customers of the Bank, the Company emphasizes
the recruiting and training of such employees at all levels of the organization.
The Company expects that a well-trained, motivated and loyal staff will produce
the maximum personal contact needed to understand and meet customer needs and
preferences.

o POSITIONING FOR CONTROLLED MARKET EXPANSION. The Company believes
that there are significant opportunities to grow its deposit and loan base. In
anticipation of such opportunities, the Company has invested in structuring an
organization that is capable of handling a much larger scope of operations. New
systems and quality personnel have been put in place so that new branches may be
opened or added in a cost effective manner. The Company will pursue disciplined
growth in its target markets by opening or acquiring branches in areas where
management believes local residents and small- to-medium-sized businesses would
benefit from a community banking alternative. Following an industry trend, the
Company will continue to pursue branching opportunities at non-traditional
outlets. Although the Company has expanded through establishing new branch
offices in the past, the Company's strategic plan also includes selectively
acquiring other financial institutions.

<PAGE> 44

o INCREASING ITS PORTFOLIO OF HIGH QUALITY LOANS. The Company's
policy is to respond to all creditworthy segments of its target markets as a key
to its long-term success. The Company makes an active effort to determine the
credit needs of the communities in its target markets, including low and
moderate income areas and individuals, and to evaluate the products it offers
and the design of those products to determine whether it is effectively
responding to such communities. The Bank adheres to strict underwriting
standards in its loan origination activities and loans in excess of certain
specified lending limits are subject to approval by the Bank's loan committee
or, in certain circumstances, by the full Board of Directors of the Bank. The
Board of Directors and loan committee of the Bank, which include a number of
persons who also serve as Directors of Success Bancshares, review the loan
portfolio on a monthly basis to assess loan quality. In addition to the internal
review process, independent external review of the loan portfolio is provided by
the examinations conducted by regulatory authorities, independent public
accountants in connection with their annual audit and a loan review performed by
an independent consultant engaged by the audit committee of the Bank's Board of
Directors. The Company has historically had a high quality loan portfolio as
exhibited by a loan loss rate (net charge-offs to average total loans) of 0.05%
for the year ended December 31, 1997. The Company is committed to maintaining
strong credit quality while increasing its loan portfolio as the Company grows.

o FOCUSING ON CORE CUSTOMERS. The Company continues to focus on
establishing and maintaining long-term relationships with its core customers.
The Company emphasizes relationships with individuals and small-to-medium-sized
businesses in its target markets and believes that focusing on its core
customers will result in growth and increased profitability.

o CREATING INNOVATIVE AND NICHE PRODUCTS. The Company intends to
continue developing innovative loan and deposit products. The Company believes
that its local presence and focus on local decision making enable the Bank to
target and be more responsive to the needs of its customers by offering
customized products and services. For instance, the Company developed the SIGMA
account which combines a checking account and credit card with a home equity
loan. The Company also intends to continue to develop lending niches which
generate loan growth and service its target markets. The Company has developed a
strong expertise in real estate loans to small entrepreneurs and in loans to the
long-term health care industry. The Company is also one of the few sources of
loans for co-operative apartments in Chicagoland and provides unique and
flexible home equity loans. The Company intends to continue to market its
products aggressively through creative newspaper and other advertising, special
promotions and frequently sponsored community events. The Bank also emphasizes
business development calling programs and superior servicing of existing
commercial loan customers.

RECENT DEVELOPMENTS

Expansion

Since the consummation of its initial public offering in October 1997,
the Company has worked to aggressively execute its strategic plan.

o The Company has used its capital to grow its asset base from
$345.6 million at September 30, 1997 to $378.7 million at December 31, 1997.

<PAGE> 45

o In addition to opening its Lincolnwood/International Office
branch in November 1997, the Company's expansion plans currently include:

<TABLE>
<CAPTION>
LOCATION PROJECTED BRANCH OPENING BY STATUS
-------- --------------------------- ------
<S> <C> <C>
Downtown Chicago June 30, 1998 Lease prepared for execution.
Skokie September 30, 1998 Lease executed.
Skokie/Oakton Street September 30, 1998 Lease executed; negotiating
village approval.
Mundelein September 30, 1998 Purchase Agreement executed;
remodeling in progress.
Lake Zurich September 30, 1998 Final negotiations on branch Purchase
Agreement and Lease in progress.
North Libertyville December 31, 1998 Construction in progress.
</TABLE>

Other

o The Bank has applied to the OCC for authorization to undertake
the Minority Acquisition, a transaction the result of which would be that
Success Bancshares would acquire ownership of 100% of the outstanding capital
stock of the Bank. As of December 31, 1997, Success Bancshares owned 100% of the
outstanding preferred stock and 92% of the common stock of the Bank.

SERVICES

Deposit Services

The Bank's deposit accounts include certificates of deposit, savings
accounts, checking and NOW accounts and money market accounts. In connection
with its opening of new banking facilities, the Bank has aggressively marketed
innovative deposit products at highly competitive rates to increase its market
share in its target markets. Innovative deposit products offered by the Bank
include:

o MORE ACCOUNT. The More account is an open time account with its
interest rate tied directly to the 13- week U.S. Treasury bill rate. The account
is structured in such a way that the larger the customer's balance, the higher
the rate of return on the customer's investment.

o BUSINESS MORE II ACCOUNT. The Business More II Account features a
high variable interest rate based on the 13-week U.S. Treasury bill rate
compounded monthly which is earned on open accounts based on various levels of
daily balances. The rate on this money market account is subject to change
weekly and the depositor must maintain a minimum daily balance in the account
each day to earn interest.

o CIVIC PLUS ACCOUNT. The Civic Plus Account helps not-for-profit
organizations stretch their resources by paying them 5% interest on average
outstanding monthly balances and by waiving all monthly check processing fees
and monthly minimum balance requirements.

o SURE PAY OVERDRAFT PROGRAM. Sure Pay is a pre-approved method of
borrowing funds short-term through a line of credit. Sure Pay covers overdrafts
and allows cash advances by check and ATM withdrawals. The Company believes that
Sure Pay's annual percentage rate is significantly below the rate of interest on
most credit cards.

<PAGE> 46

Lending Services

The Bank has concentrated its efforts on building its lending services
in the following areas:

o COMMERCIAL AND INDUSTRIAL LOANS. These loans are made to
small-to-medium-sized businesses that are sole proprietorships, partnerships or
corporations. Generally, these loans are secured with collateral including
accounts receivable, inventory and equipment, and generally require personal
guarantees of the principals.

o COMMERCIAL REAL ESTATE LOANS. The Bank offers loans for
acquisition, development, and construction of real estate secured by the real
estate involved, in addition to loans secured by commercial real estate,
multi-family residential properties and other non-farm, non-residential
properties. The Bank also makes loans to small-to-medium- sized real estate
developers building ten homes or fewer per year and rehabbers doing a small
number of projects per year. These loans typically have 20 to 30 year
amortization schedules with five-year balloons and are personally guaranteed by
the borrowers.

o RESIDENTIAL REAL ESTATE LOANS. These are loans made to finance
residential units that house from one to four families. The Company originates
only fixed rate residential real estate loans including 15 year, 30 year, 5/25,
7/23 and five-year balloon mortgages. A majority of loans originated pursuant to
Fannie Mae and FHLMC guidelines are sold in the secondary market with servicing
retained by the Company. The Bank is one of a limited number of lending
institutions in the Chicago area to offer financing for co-operative apartments.
In addition, the Bank makes non-conforming loans which are held in its
portfolio. See "Management's Discussion and Analysis of Results of Operations
and Financial Condition--Financial Condition."

o HOME EQUITY LINES OF CREDIT. The Bank has originated many unique
and flexible home equity lines of credit for its customers. These lines of
credit are secured by the borrower's home and can be drawn on at the discretion
of the borrower. These lines of credit are typically at variable interest rates.
When made, home equity lines, combined with the outstanding loan balance of
prior mortgage loans, generally do not exceed 80% of the appraised value of the
underlying real estate collateral.

The following accounts demonstrate the Bank's determination to meet the specific
needs of its customer base:

o SIGMA ACCOUNT. With a SIGMA account, an interest-bearing checking
account, an equity line of credit secured by a mortgage on the customer's
primary residence and a Visa/Mastercard Gold card are combined into one
convenient account that is available for a ten year period. Deposits to the
SIGMA checking account are automatically applied against any amount outstanding
under the equity line of credit thus minimizing interest charges. Where there is
no outstanding balance on the equity line of credit, the deposits automatically
earn interest at a premium over the rate then being paid by the Bank on its NOW
checking accounts. The SIGMA equity line of credit is available when the
customer needs funds in excess of the customer's balance in the SIGMA checking
account. The equity line of credit bears a variable interest rate based upon the
prime rate with a maximum rate below current market rates. Interest charges
incurred by the customer on the equity line of credit are often tax deductible.
The Visa/Mastercard Gold card provides the customer with purchase flexibility
and allows the customer to avoid incurring any monthly credit card interest
charges by automatically transferring the full amount of the outstanding balance
on the SIGMA Gold card from the customer's SIGMA checking account and, when
necessary, the customer's SIGMA line of credit.

o SUCCESS PLUS ACCOUNT. The Success Plus account is a home equity
line of credit which allows the customer to access the line of credit by writing
a check or using a special Visa Gold card that makes advances directly from the
line of credit. No minimum draw is required, repayment is spread over ten years,
and interest is charged based upon the prime rate. An enhancement to this
product was launched in 1997 which offered a 7.5% fixed rate of interest for
three years, adjusting to the prime rate thereafter.

o SUCCESS FOR SENIORS ACCOUNT. Success for Seniors is the Bank's
alternative to reverse mortgage products for individuals over the age of 62. It
combines a primary checking account with a 20-year home equity line of credit up
to 75% of the home's appraised value, which converts into 30-year fixed rate
mortgage at the end of the 20- year term. The product also offers a Visa Gold
card, and an attractive interest rate on the first $1,000 in the NOW account.

<PAGE> 47

o READY ACCESS PROGRAM. The Bank, in conjunction with the Office of
the Illinois State Treasurer, offers a unique program which enables individuals
with disabilities to obtain low fixed rate financing in order to purchase
transportation modifications and technical devices to achieve greater mobility
and to enhance their quality of life through a more independent lifestyle. Under
this program, the Treasurer's Office deposits state funds with participating
financial institutions, such as the Bank, which then offer low interest Ready
Access loans to individuals with disabilities.

COMPETITION

Success Bancshares competes in the commercial banking industry
through its subsidiary, the Bank, in the communities it serves. The commercial
banking industry is highly competitive, and the Bank faces strong direct
competition for deposits, loans, and other financial-related services. Factors
which affect competition generally include the general and local economic
conditions, current interest rate levels and volatility in the mortgage markets.
The Bank competes directly in Cook and Lake counties with other commercial
banks, thrifts, credit unions, stockbrokers and the finance divisions of
automobile companies. Some of these competitors are local, while others are
statewide or nationwide. The Bank has developed a community banking and
marketing strategy. In keeping with this strategy, the Bank provides highly
personalized and responsive service characteristic of locally-owned and managed
institutions. As such, the Bank competes for other deposits principally by
offering depositors a variety of deposit programs, convenient office locations,
hours and other services. The Bank competes for loan originations primarily
through the interest rates and loan fees it charges, the efficiency and quality
of services it provides to borrowers and the variety of its loan products. Some
of the financial institutions and financial services organizations with which
the Bank competes are not subject to the same degree of regulation as that
imposed on bank holding companies and national banking associations. In
addition, the larger banking organizations have significantly greater resources
than those that will be available to the Bank. As a result, such competitors
have advantages over the Bank in providing certain non-deposit services.
Currently, major competitors in certain of the Bank's markets include Harris
Trust and Savings Bank, The Northern Trust Company, LaSalle Bank, N.A., First
National Bank of Chicago and American National Bank and Trust Company of
Chicago.

EMPLOYEES

As of December 31, 1997, the Company had 162 full-time equivalent employees.
The employees are not represented by a collective bargaining unit. The Company
considers its relationship with its employees to be good.

PROPERTIES

Success Bancshares and the Bank are headquartered in Lincolnshire,
Illinois. In addition to its headquarters, the Bank has eight branch facilities
located in Deerfield (2), Libertyville, Lincolnwood (2), Chicago (Lincoln Park),
Arlington Heights and Northbrook, Illinois.

<PAGE> 48

The table below summarizes the Company's owned and leased facilities.
<TABLE>
<CAPTION>
APPROXIMATE
LOCATION TYPE OF FACILITY SQUARE FOOTAGE EXPIRATION DATE
- - - - -------------------------- --------------------------------- -------------- ---------------
<S> <C> <C> <C>
Lincolnshire, IL Corporate headquarters and branch 11,760 Owned
Lincolnwood, IL Branch 8,760 Owned
Lincolnwood/International Branch 1,900 October 2001
Office, IL
Lincoln Park, IL Branch 1,967 April 2003
Libertyville, IL Operations center and branch 8,100 Owned
Northbrook, IL Branch 1,950 November 1998
Deerfield/Riverwoods, IL Commercial loan center and branch 4,100 September 1998
Deerfield/Downtown, IL Branch 2,200 Owned
Arlington Heights, IL Branch 1,300 Owned
</TABLE>

LEGAL PROCEEDINGS

Success Bancshares and the Bank are from time to time parties in
various routine legal actions arising in the normal course of business.
Management believes that there is no proceeding threatened or pending against
Success Bancshares or the Bank which, if determined adversely, would materially
adversely affect the consolidated financial position or operations of the
Company.

SUPERVISION AND REGULATION

Bank holding companies and banks are extensively regulated under
federal and state law. References under this heading to applicable statutes or
regulations are brief summaries of portions thereof which do not purport to be
complete and which are qualified in their entirety by reference to those
statutes and regulations. Any change in applicable laws or regulations may have
a material adverse effect on the business of commercial banks and bank holding
companies, including Success Bancshares and the Bank. However, management is not
aware of any pending regulatory or legislative proposals or current
recommendations by any regulatory authority which, if implemented, would have or
would be reasonably likely to have a material effect on liquidity, capital
resources or operations of Success Bancshares or the Bank.

BANK HOLDING COMPANY REGULATION

General

Success Bancshares is registered as a "bank holding company" with the
Federal Reserve and, accordingly, is subject to supervision by the Federal
Reserve under the BHC Act. Success Bancshares is required to file with the
Federal Reserve periodic reports and such additional information as the Federal
Reserve may require pursuant to the BHC Act. The Federal Reserve examines
Success Bancshares and may examine the Bank.

Investments and Activities

The BHC Act generally requires prior Federal Reserve approval for,
among other things, the acquisition by a bank holding company of direct or
indirect ownership or control of more than 5% of the voting shares or
substantially all the assets of any bank or bank holding company, or for a
merger or consolidation of a bank holding company with another bank holding
company. With certain exceptions, the BHC Act prohibits a bank holding company
from acquiring direct or indirect ownership or control of voting shares of any
company which is not a bank or bank holding company and from engaging directly
or indirectly in any activity other than banking or managing or controlling
banks or performing services for its authorized subsidiaries. Under the BHC Act
and Federal Reserve regulations, Success Bancshares and the Bank are prohibited
from engaging in certain tie-in arrangements in connection with an extension of
credit, lease, sale of property or furnishing of services.

<PAGE> 49

Under the Change in Bank Control Act, any person who proposes to
acquire 10% or more of the outstanding voting stock of Success Bancshares may be
required either to demonstrate that such person is not in control of Success
Bancshares or to obtain Federal Reserve approval to acquire control of Success
Bancshares. Prior regulatory approval will be required before acquiring the
power to directly or indirectly direct the management, operations or policies of
Success Bancshares or the Bank or before acquiring control of 25% or more of any
class of Success Bancshares' or Bank's outstanding voting stock. In addition,
any corporation, partnership or trust that acquires 25% or more of the
outstanding voting stock of Success Bancshares or the Bank, or acquires the
power to directly or indirectly direct the management, operations or policies of
Success Bancshares or the Bank, will have to obtain approval of the Federal
Reserve to become a bank holding company and thereafter be subject to regulation
as such.

It is the policy of the Federal Reserve that Success Bancshares is
expected to act as a source of financial strength to the Bank and to commit
resources to support the Bank. The Federal Reserve takes the position that in
implementing this policy, it may require Success Bancshares to provide such
support when Success Bancshares otherwise would not consider itself able to do
so.

Capital Requirements

The Federal Reserve has adopted risk-based capital requirements for
assessing bank holding company capital adequacy. These standards define
regulatory capital and establish minimum capital standards in relation to assets
and off-balance sheet exposures, as adjusted for credit risks. Under the Federal
Reserve's risk-based guidelines, capital is classified into two categories. For
bank holding companies, Tier 1 Capital, or "core" capital, consists of common
shareholders' equity, perpetual preferred stock and trust preferred stock (both
subject to certain limitations) and minority interest in the common equity
accounts of consolidated subsidiaries, and is reduced by goodwill, certain other
intangible assets and certain investments in other corporations. Tier 2 Capital
consists of the allowance for loan and lease losses (subject to certain
conditions and limitations), perpetual preferred stock (to the extent not
included in Tier 1 Capital), "hybrid capital instruments," perpetual debt and
mandatory convertible debt securities, and term subordinated debt and
intermediate-term preferred stock.

Under the Federal Reserve's capital guidelines, bank holding companies
are required to maintain a minimum ratio of qualifying capital to risk-weighted
assets of 8.0%, of which at least 4.0% must be in the form of Tier 1 capital.
The Federal Reserve also requires a minimum leverage ratio of Tier 1 capital to
total average assets of 3.0%, except that bank holding companies not rated in
the highest category under the regulatory rating system are required to maintain
a leverage ratio of 1.0% to 2.0% above such minimum.

In its capital adequacy guidelines, the Federal Reserve emphasizes that
the foregoing standards are supervisory minimums and that banking organizations
generally are expected to operate well above the minimum ratios. These
guidelines also provide that banking organizations experiencing internal growth
or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum levels. The growth of Success Bancshares and the
Bank has been, and may in the future be, constrained by these capital adequacy
requirements.

As of December 31, 1997, Success Bancshares had a Tier 1 Ratio of
11.55%, a Total Risk- Based Capital Ratio of 12.37% and a leverage ratio of
9.69%.

Dividend Limitations

As a holding company, Success Bancshares is dependent upon dividend
distributions from the Bank for its income. Federal statutes, regulations and
policies impose restrictions on the payment of dividends by Success Bancshares
and the Bank.

Federal Reserve policy provides that a bank holding company should not
pay dividends unless (i) the bank holding company's net income over the prior
year is sufficient to fully fund the dividends and (ii) the prospective rate of
earnings retention appears consistent with the capital needs, asset quality and
overall financial condition of the bank holding company and its subsidiaries.

<PAGE> 50

Delaware law also places certain limitations on the ability of Success
Bancshares to pay dividends. For example, Success Bancshares may not pay
dividends to its shareholders if, after giving effect to the dividend, Success
Bancshares would not be able to pay its debts as they become due. The right of
Success Bancshares, its shareholders and its creditors to participate in any
distribution of the assets or earnings of its subsidiaries is further subject to
the prior claims of creditors of the respective subsidiaries. Since a major
source of Success Bancshares' revenue is dividends Success Bancshares receives
and expects to receive from the Bank, Success Bancshares' ability to pay
dividends is likely to be dependent on the amount of dividends paid by the Bank.
No assurance can be given that the Bank will, in any circumstances, pay
dividends to Success Bancshares.

BANK REGULATION

General

The Bank is subject to supervision and examination by the OCC pursuant
to the National Bank Act and regulations promulgated thereunder. The Bank is a
member of the Federal Reserve and as such is also subject to examination by the
Federal Reserve.

The deposits of the Bank are insured by the Bank Insurance Fund under
the provisions of the Federal Deposit Insurance Act (the "FDIA"), and the Bank
is, therefore, also subject to supervision and examination by the FDIC. The FDIA
requires that the appropriate federal regulatory authority (the OCC, in the case
of the Bank) approve any merger and/or consolidation by or with an insured bank,
as well as the establishment or relocation of any bank or branch office. The
FDIC also supervises compliance with the provisions of federal law and
regulations which place restrictions on loans by FDIC-insured banks to their
directors, executive officers and other controlling persons.

Furthermore, banks are affected by the credit policies of other
monetary authorities, including the Federal Reserve, which regulate the national
supply of bank credit. Such regulation influences overall growth of bank loans,
investments and deposits and may also affect interest rates charged on loans and
paid on deposits. The monetary policies of the Federal Reserve have had a
significant effect on the operating results of commercial banks in the past and
are expected to continue to do so in the future.

Transactions with Insiders and Affiliates

Transactions between a bank and its holding company or other affiliates
are subject to various restrictions imposed by state and federal regulatory
agencies. Such transactions include loans and other extensions of credit,
purchases of securities and other assets and payments of fees or other
distributions. In general, these restrictions limit the amount of transactions
between an institution and an affiliate of such institution, as well as the
aggregate amount of transactions between an institution and all of its
affiliates, and require transactions with affiliates to be on terms comparable
to those for transactions with unaffiliated entities. Federal law and
regulations also restrict the extent to which the Bank may lend to its Directors
and officers, to the Directors, officers and shareholders of Success Bancshares
and to entities controlled by such persons.

Dividend Limitations

Pursuant to the National Bank Act, national banks may pay dividends
only out of undivided profits. Federal law and regulations prohibit any national
bank, such as the Bank, from declaring dividends in any calendar year in excess
of its net profits for the year to date plus the retained net profits for the
preceding two years without the prior approval of the OCC. Furthermore, the OCC
may prohibit the payment of a dividend by a national bank if it determines that
such payment would constitute an unsafe or unsound practice.

In addition to the foregoing, the ability of the Bank to pay dividends
may be affected by the various minimum capital requirements and the capital and
non-capital standards established under the Federal Deposit Insurance
Corporation Improvements Act of 1991 ("FDICIA"), as described below.

45
<PAGE> 51

Standards for Safety and Soundness

The FDIA, as amended by FDICIA and the Riegle Community Development and
Regulatory Improvement Act of 1994, requires federal bank regulatory agencies to
prescribe standards of safety and soundness, by regulations or guidelines,
relating generally to operations and management, asset growth, asset quality,
earnings, stock valuation, and compensation. The OCC and the other federal bank
regulatory agencies have adopted, effective August 9, 1995, a set of guidelines
prescribing safety and soundness standards pursuant to FDICIA, as amended. The
guidelines establish general standards relating to internal controls and
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, and compensation, fees and
benefits. In general, the guidelines require, among other things, appropriate
systems and practices to identify and manage the risks and exposures specified
in the guidelines. The guidelines prohibit excessive compensation as an unsafe
and unsound practice and describe compensation as excessive when the amounts
paid are unreasonable or disproportionate to the services performed by an
executive officer, employee, director or principal stockholder. In addition,
each of the federal banking regulators (including the OCC) adopted regulations
that authorize, but do not require, the appropriate regulator to order an
institution that has been given notice by the appropriate regulator that it is
not satisfying any of such safety and soundness standards to submit a compliance
plan. If, after being so notified, an institution fails to submit an acceptable
compliance plan or fails in any material respect to implement an accepted
compliance plan, the appropriate regulator must issue an order directing action
to correct the deficiency and may issue an order directing other actions of the
types to which an undercapitalized association is subject under the "prompt
corrective action" provisions of FDICIA. If an institution fails to comply with
such an order, the appropriate regulator may seek to enforce such order in
judicial proceedings and to impose civil money penalties. The federal bank
regulatory agencies also proposed guidelines for asset quality and earnings
standards.

Capital Requirements

The OCC has established the following minimum capital standards for
national banks, such as the Bank: a leverage requirement consisting of a minimum
ratio of Tier 1 Capital to total assets of 3% for the most highly-rated banks
within minimum requirements of 4% to 5% for all others, and a risk-based capital
requirement consisting of a minimum ratio of total capital to total
risk-weighted assets of 8%, at least one-half of which must be Tier 1 Capital.
For purposes of these capital standards, Tier 1 Capital and total capital
consist of substantially the same components as Tier 1 Capital and total capital
under the Federal Reserve's capital guidelines for bank holding companies. See
"--Bank Holding Company Regulation--Capital Requirements."

The capital requirements described above are minimum requirements.
Higher capital levels will be required if warranted by the particular
circumstances or risk profiles of individual institutions. For example, the
regulations of the OCC provide that additional capital may be required to take
adequate account of, among other things, interest rate risk or the risks posed
by concentrations of credit, nontraditional activities or securities trading
activities.

During the year ended December 31, 1997, the Bank was not required by
the OCC to increase its capital to an amount in excess of the minimum regulatory
requirement. As of December 31, 1997, the Bank exceeded its minimum regulatory
capital requirements with a leverage ratio of 8.90% and a risk- based capital
ratio of 11.38%.

In August 1995, the federal banking agencies published a final rule
modifying their existing risk-based capital standards to provide for
consideration of interest rate risk when assessing the capital adequacy of a
bank. Under the final rule, the regulators must explicitly include a bank's
exposure to declines in the economic value of its capital due to changes in
interest rates as a factor in evaluating a bank's capital adequacy. The federal
banking agencies also have adopted a joint agency policy statement providing
guidance to banks for managing interest rate risk. This policy statement
emphasizes the importance of adequate oversight by management and a sound risk
management process. The assessment of interest rate risk management made by the
banks' examiners will be incorporated into the banks' overall risk management
rating and used to determine the effectiveness of management.

<PAGE> 52

Prompt Corrective Action

FDICIA requires the federal banking regulators, including the OCC, to
take prompt corrective action with respect to depository institutions that fall
below certain capital standards and prohibits any depository institution from
making any capital distribution that would cause it to be undercapitalized.
Institutions that are not adequately capitalized may be subject to a variety of
supervisory actions including, but not limited to, restrictions on growth,
investment activities, capital distributions and affiliate transactions and will
be required to submit a capital restoration plan which, to be accepted by the
regulators, must be guaranteed in part by any company having control of the
institution (such as Success Bancshares). In other respects, FDICIA provides for
enhanced supervisory authority, including greater authority for the appointment
of a conservator or receiver for under capitalized institutions. The capital-
based prompt corrective action provisions of FDICIA and their implementing
regulations apply to FDIC-insured depository institutions. However, federal
banking agencies have indicated that, in regulating bank holding companies, the
agencies may take appropriate action at the holding company level based on their
assessment of the effectiveness of supervisory actions imposed upon subsidiary
insured depository institutions pursuant to the prompt corrective action
provisions of FDICIA.

Insurance of Deposit Accounts

Under FDICIA, as an FDIC-insured institution, the Bank is required to
pay deposit insurance premiums based on the risk it poses to the insurance fund.
The FDIC has authority to raise or lower assessment rates on insured deposits in
order to achieve certain designated reserve ratios in the insurance funds and to
impose special additional assessments. FDIC regulations provide for an
assessment range of zero to 0.27% of insured deposits depending on the risk
category to which an institution is assigned. Each depository institution is
assigned to one of three capital groups: "well capitalized", "adequately
capitalized" or "less than adequately capitalized." Within each capital group,
institutions are assigned to one of three supervisory subgroups: "healthy,"
"supervisory concern" or "substantial supervisory concern." Accordingly, there
are nine combinations of capital groups and supervisory subgroups to which
varying assessment rates would be applicable.

During 1997, the Bank was assessed at an average annual rate of 0% of
deposits. Deposit insurance may be terminated by the FDIC upon a finding that an
institution has engaged in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC. The management of the
Bank does not know of any practice, condition or violation that might lead to
termination of deposit insurance.

The Economic Growth and Regulatory Paperwork Reduction Act of 1996
enacted on September 30, 1996 provides that beginning with semi-annual periods
after December 31, 1996, deposits insured by the BIF will also be assessed to
pay interest on the bonds (the "FICO Bonds") issued in the late 1980s by the
Financing Corporation to recapitalize the now defunct Federal Savings & Loan
Insurance Corporation. For purposes of the assessments to pay interest on the
FICO Bonds, BIF deposits will be assessed at a rate of 20.0% of the assessment
rate applicable to Savings Association Insurance Fund ("SAIF") deposits until
December 31, 1999. After the earlier of December 31, 1999 or the date on which
the last savings association ceases to exist, full pro rata sharing of FICO
assessments will begin. During 1997, assessments for the payment of interest on
the FICO Bonds were approximately 1.3 basis points for BIF-assessable deposits
and approximately 6.4 basis points for SAIF-assessable deposits. The payment of
the assessment to pay interest on the FICO Bonds did not materially affect the
Bank.

Federal Reserve System

The Bank is subject to Federal Reserve regulations requiring depository
institutions to maintain non-interest-earning reserves against their transaction
accounts (primarily NOW and regular checking accounts). The Federal Reserve
regulations generally require that 3.0% reserves must be maintained against
total transaction accounts of $47.8 million or less plus 10.0% on the remainder.
The first $4.7 million of otherwise reservable balances (subject to adjustments
by the Federal Reserve) are exempted from the reserve requirements. The Bank is
in compliance with the foregoing requirements.

<PAGE> 53

Community Reinvestment Act

Under the Community Reinvestment Act ("CRA"), a financial institution
has a continuing and affirmative obligation, consistent with the safe and sound
operation of such institution, to help meet the credit needs of its entire
community, including low- and moderate-income neighborhoods. The CRA does not
establish specific lending requirements or programs for financial institutions
nor does it limit an institution's discretion to develop the types of products
and services that it believes are best suited to its particular community,
consistent with the CRA. The CRA requires each federal banking agency, in
connection with its examination of a financial institution, to assess and assign
one of four ratings to the institution's record of meeting the credit needs of
its community and to take such record into account in its evaluation of certain
applications by the institution, including applications for charters, branches
and other deposit facilities, relocations, mergers, consolidations, acquisitions
of assets or assumptions of liabilities and savings and loan holding company
acquisitions. The CRA also requires that all institutions make public disclosure
of their CRA ratings. The Bank received a "satisfactory" rating from the OCC on
its most recent CRA performance evaluations.

In April 1995, federal banking agencies adopted amendments revising
their CRA regulations. Among other things, the amended CRA regulations
substitute for the prior process-based assessment factors a new evaluation
system that rates an institution based on its actual performance in meeting
community needs. In particular, the system focuses on three tests: (i) a lending
test, to evaluate the institution's record of making loans in its assessment
areas, (ii) an investment test, to evaluate the institution's record of
investing in community development projects, affordable housing and programs
benefiting low or moderate income individuals and businesses and (iii) a service
test, to evaluate the institution's delivery of services through its branches,
ATMs and other offices. The amended CRA regulations also clarify how an
institution's CRA performance is considered in the application process.

Brokered Deposits

Well-capitalized institutions are not subject to limitations on
brokered deposits, while an adequately capitalized institution is able to
accept, renew or rollover brokered deposits only with a waiver from the FDIC and
subject to certain restrictions on the yield paid on such deposits.
Undercapitalized institutions are not permitted to accept brokered deposits. The
Bank is eligible under the statutory standard to accept brokered deposits and
may use this funding source form time to time when management deems it
appropriate from an asset/liability management perspective.

MONETARY POLICY AND ECONOMIC CONDITIONS

The earnings of banks and bank holding companies are affected by
general economic conditions and also by the fiscal and monetary policies of
federal regulatory agencies, including the Federal Reserve. Through open market
transactions, variations in the discount rate and the establishment of reserve
requirements, the Federal Reserve exerts considerable influence over the cost
and availability of funds obtainable for lending or investing.

The above monetary and fiscal policies and resulting changes in
interest rates have affected the operating results of all commercial banks in
the past and are expected to do so in the future. The Bank cannot fully predict
the nature or the extent of any effects which fiscal or monetary policies may
have on its business and earnings.

YEAR 2000

The federal banking regulators have issued several statements providing
guidance to financial institutions on the steps the regulators expect financial
institutions to take to become Y2K compliant. Each of the federal banking
regulators is also examining the financial institutions under its jurisdiction
to assess each institution's compliance with the outstanding guidance. If an
institution's progress in addressing the Y2K problem is deemed by its primary
federal regulator to be less than satisfactory, the institution will be required
to enter into a memorandum of understanding with the regulator which will, among
other things, require the institution to promptly develop and submit an
acceptable plan for becoming Y2K compliant and to provide periodic reports
describing the institution's progress in implementing the plan. Failure to
satisfactorily address the Y2K problem may also expose a financial institution
to other forms of enforcement action that its primary federal regulator deems
appropriate to address the deficiencies in the institution's Y2K remediation
program. See "Risk Factors--Risks Relating to Success Bancshares--Year 2000
Compliance."

48
<PAGE> 54

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The Directors, executive officers and certain other key employees of
Success Bancshares, and their respective ages and principal positions with
Success Bancshares and the Bank as of April 1, 1998, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Saul D. Binder(1) ............... 58 Director, President and Chief Executive Officer of Success Bancshares and President
and Chief Executive Officer of the Bank
Christa N. Calabrese ............ 49 Executive Vice President and Chief Lending Officer of the Bank
Steven A. Covert ................ 36 Executive Vice President and Chief Financial Officer of Success Bancshares and the
Bank
Ronald W. Tragasz ............... 51 Senior Vice President and Cashier of the Bank
Marlene Sachs ................... 66 Secretary of Success Bancshares and Vice President and Secretary to the Board of
Directors of the Bank
George M. Ohlhausen(1)(2) ....... 75 Chairman of the Board of Directors of Success Bancshares
Charles G. Freund(3)(4) ......... 74 Director of Success Bancshares
Avrom H. Goldfeder(4)(5) ........ 38 Director of Success Bancshares
Samuel D. Kahan(3)(4) ........... 51 Director of Success Bancshares
Sherwin Koopmans(2)(5) .......... 56 Director of Success Bancshares
Norman D. Rich(1)(2) ............ 63 Director of Success Bancshares
</TABLE>

- - - - -------------
(1) Class III Director
(2) Member of the Audit Committee
(3) Class I Director
(4) Member of the Compensation Committee
(5) Class II Director

Saul D. Binder has been President and Chief Executive Officer since joining
the Bank in 1982, and has been President and Chief Executive Officer of Success
Bancshares since 1992. Mr. Binder has been a Director of the Bank since 1982 and
a Director of Success Bancshares since its incorporation in 1986. From March
1985 to December 1989, Mr. Binder served as President of the Bank of Bellwood.
From August 1986 to December 1989, he served as President of First National Bank
of Wheaton. From August 1985 to December 1989, Mr. Binder served as Secretary of
Bellwood Bancorp.

Christa N. Calabrese has been Executive Vice President of the Bank since
October 1997 and Chief Lending Officer of the Bank since 1992. She also served
as Senior Vice President of the Bank from 1992 to October 1997. Prior to joining
the Bank, Ms. Calabrese was an Asset Specialist with the Resolution Trust
Corporation from 1990 to 1992. From 1969 through 1990, Ms. Calabrese held
commercial lending positions with local community banks.

49
<PAGE> 55

Steven A. Covert was named Executive Vice President and Chief Financial
Officer of Success Bancshares and the Bank in September 1995. From July 1993 to
December 1994, Mr. Covert was Senior Vice President and Chief Financial Officer
of Ithaca Bancorp, Inc., a bank holding company located in Ithaca, New York.
From January 1991 to July 1993, Mr. Covert was Vice President and Chief
Financial Officer of Center Banks, Incorporated, a bank holding company located
in Skaneateles, New York. Prior to January 1991, Mr. Covert was employed by KPMG
Peat Marwick LLP as an auditor, where he obtained his license as a Certified
Public Accountant.

Ronald W. Tragasz joined the Bank in September 1991, and is currently
Senior Vice President and Cashier of the Bank and Assistant Secretary of
Success Bancshares. Prior to September 1991, Mr. Tragasz was employed by the
Bank of Ravenswood as Cashier and by First National Bank of Chicago as Assistant
Vice President, where he was responsible for bank operating functions and
various branch operations.

Marlene Sachs has been Secretary of Success Bancshares since its inception,
and Vice President, Secretary and Assistant to the President of the Bank since
1982.

George M. Ohlhausen has been Chairman of the Board of Directors of Success
Bancshares since September 1991. Since 1951, Mr. Ohlhausen has been President of
George M. Ohlhausen, Inc., which represents a variety of jewelry manufacturers.
He has served as a Director of the Bank since 1982 and of Success Bancshares
since 1989.

Charles G. Freund has been Chairman of the Board Emeritus of the Bank since
September 1991. From August 1989 to September 1991, Mr. Freund was Chairman of
the Board of the Bank. Prior to his retirement in 1986, Mr. Freund was Vice
President, Secretary and Treasurer of Mid-Con Corp., a natural gas transmission
company. He currently serves as a Director of Lincoln National Income Fund,
Lincoln National Convertible Securities Fund and the Mathers Fund. Mr. Freund
has been a Director of the Bank since 1978 and of Success Bancshares since 1989.

Avrom H. Goldfeder has been a Director of Success Bancshares since 1997.
Mr. Goldfeder has been a member-trader of the Chicago Board of Trade (CBOT)
since 1986. He is a member of the CBOT Business Conduct Committee and is Vice
Chairman of the CBOT Educational Research Foundation. Mr. Goldfeder was a
founding partner of the Financial Futures Interest Rate Group before joining ING
Futures and Options in October 1990.

Samuel D. Kahan has been a Director of Success Bancshares since 1995. Mr.
Kahan is an economist and since October 1995, has been President of A.S.K.
Financial Research Ltd., an economic research firm. From 1985 to 1995, Mr. Kahan
was the Chief Economist for Fuji Securities, Inc., a subsidiary of Fuji Bank,
Ltd.

Sherwin Koopmans has been a Director of Success Bancshares since 1997.
Prior to his retirement in January 1996, Mr. Koopmans was the Associate Director
of the Division of Depository and Asset Services for the FDIC from July 1994 to
December 1995. Prior to working for the FDIC, Mr. Koopmans was the Regional
Director and then the Vice President for Resolution for the Resolution Trust
Corporation from December 1991 to July 1994.

Norman D. Rich has been a Director of both Success Bancshares and the Bank
since 1991. Mr. Rich is a principal of the accounting and consulting firm of
Veatch, Rich & Nadler, Chtd., and has been during the last five years. Mr. Rich
is a Certified Public Accountant.

Success Bancshares' Board of Directors consists of seven (7) members
divided into three classes of Directors who are elected to hold office for
staggered three-year terms as provided in Success Bancshares' By-laws. Those
persons currently serving as Class I Directors will hold office until the Annual
Stockholder Meeting to be held in June 1998; Class II Directors will hold office
until the Annual Stockholder Meeting to be held in 1999; and Class III Directors
will hold office until the Annual Stockholder Meeting to be held in 2000.

Executive officers are appointed annually by the Board of Directors and
serve at the Board's discretion, subject to any written employment agreements
with Success Bancshares. See " --Employment Agreements."

There are no familial relationships among any of the executive officers or
Directors of Success Bancshares.

50
<PAGE> 56

DIRECTORS' COMPENSATION

Prior to August 1997, the same people were members of both the Board of
Directors of Success Bancshares and the Board of Directors of the Bank and were
compensated only as members of the Bank's Board of Directors in the amount of
$300 per month of service in addition to $300 per meeting attended. Since August
1997, each member of Success Bancshares' Board of Directors, other than any
member who is also an executive officer, has received a fee of $1,000 a month.
In addition, Success Bancshares reimburses all of its Directors for all
travel-related expenses incurred in connection with their activities as
Directors. George M. Ohlhausen receives an additional $32,500 annually for
serving as Chairman of the Board of Directors of Success Bancshares, and
Norman D. Rich receives an additional $10,000 annually for serving as Chairman
of the Audit Committee.

As of January 1, 1997, each Director of Success Bancshares and the Bank was
granted an option to purchase up to 10,000 shares of Success Bancshares' common
stock at the book value per share thereof on the last day of the month prior to
the month in which such option was either fully or partially exercised. Such
options were to expire, by their terms, on December 31, 1997. In June 1997, both
the Board of Directors of Success Bancshares and the Board of Directors of the
Bank approved a resolution which reduced the number of shares for which options
could be exercised to 1,000 shares and changed the expiration date of such
options to July 23, 1997. Between January 1, 1997 and July 30, 1997, Directors
of Success Bancshares and the Bank exercised options to purchase an aggregate of
14,761 shares of common stock at a weighted average exercise price of $8.52 per
share. Management does not presently intend to award regular annual option
grants to Directors of Success Bancshares and the Bank in the future.

COMMITTEES OF THE BOARD OF DIRECTORS

Success Bancshares has two committees of its Board, the Audit Committee and
the Compensation Committee. The members of the Audit Committee are Messrs. Rich,
Ohlhausen and Koopmans. The Audit Committee's functions include recommending to
the Board of Directors the engagement of the Company's independent certified
public accountants, reviewing with such accountants the plan and results of
their audit of the Company's financial statements and determining the
independence of such accountants. The members of the Compensation Committee are
Messrs. Freund, Goldfeder and Kahan. The Compensation Committee reviews and
makes recommendations with respect to compensation of officers and key
employees, including the grant of options under the Success Bancshares 1995
Stock Option Plan (the "1995 Stock Option Plan").

EXECUTIVE COMPENSATION

The following table shows certain information concerning the compensation
of the Chief Executive Officer and the Chief Financial Officer (the "Named
Executive Officers") of Success Bancshares during the fiscal years ended
December 31, 1997, 1996 and 1995. No other executive officer of Success
Bancshares or the Bank had total compensation during the fiscal year ended
December 31, 1997 which exceeded $100,000.

51
<PAGE> 57

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- - - - --------------------------- ------ -------- ------- --------------
<S> <C> <C> <C> <C>
Saul D. Binder
President and Chief Executive
Officer of Success Bancshares
and the Bank ............................ 1997 $175,000 -- $19,420(1)
1996 175,000 -- 19,503(2)
1995 175,000 -- 5,116(3)

Steven A. Covert
Executive Vice President and
Chief Financial Officer of
Success Bancshares and the Bank ......... 1997 $ 95,000 $10,000 $ 2,961(4)
1996 95,000 -- 794(5)
1995(6) 33,250 -- --
</TABLE>

- - - - -------------------
(1) Includes $500 contributed by Success Bancshares for Mr. Binder under
Success Bancshares' 401(k) Plan (the "401k Plan") and $18,920 allocated to
Mr. Binder under Success Bancshares' Employee Stock Ownership Plan (the
"ESOP").
(2) Includes $200 contributed by Success Bancshares for Mr. Binder under the
401k Plan and $19,303 allocated to Mr. Binder under the ESOP.
(3) Includes $200 contributed by Success Bancshares for Mr. Binder under the
401k Plan and $4,916 allocated to Mr. Binder under the ESOP.
(4) Includes $500 contributed by Success Bancshares for Mr. Covert under the
401k Plan and $2,461 allocated to Mr. Covert under the ESOP.
(5) Includes $200 contributed by Success Bancshares for Mr. Covert under the
401k Plan and $594 allocated to Mr. Covert under the ESOP.
(6) Mr. Covert joined the Company in August 1995.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table provides information on option exercises in 1997 by the
Named Executive Officers and the value of such Officers' unexercised options at
December 31, 1997. Success Bancshares made no option grants in 1997 to the Named
Executive Officers.

<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN THE
OPTIONS AT MONEY OPTIONS AT
DECEMBER 31, 1997 DECEMBER 31, 1997(1)
------------------------------- --------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Saul D. Binder(2) - - 113,390 -- $1,035,843 -
Steven A. Covert(3) - - 17,000 17,000(4) 128,750 128,750
</TABLE>

- - - - -------------
(1) Based on the closing price of $13.75 per share on December 31, 1997. There
is no guarantee that if and when these options are exercised they will have
this value.
(2) Of these options, options to purchase 28,390, 68,000 and 17,000 shares of
Success Bancshares' common stock were granted in February 1990, April 1992
and January 1993, respectively, at exercise prices reflecting the fair
market value as of the dates of such option grants of $1.82, $5.41 and
$6.09 per share, respectively.
(3) Granted in October 1995 under the 1995 Stock Option Plan at the fair market
value on the date of grant of $6.18.
(4) Future exercisability is subject to vesting and the optionee remaining
employed by Success Bancshares.

EMPLOYMENT AGREEMENTS

The Bank has entered into an Employment Agreement dated February 1, 1997
with Mr. Binder (the "Employment Agreement"). The Employment Agreement will
remain in effect until Mr. Binder reaches the age of 65 or until the earlier
termination of Mr. Binder's employment by either the Bank or Mr. Binder himself.
The

52
<PAGE> 58

annual base salary for Mr. Binder as of the execution of the Employment
Agreement was $175,000. In addition to his salary, Mr. Binder is entitled to
receive an annual bonus in an amount determined by the Board of Directors of the
Bank and to participate in and receive benefits under any employee insurance and
fringe benefits programs that may be established by the Bank for its employees
or senior executive officers. Under the terms of the Employment Agreement, Mr.
Binder is entitled to reimbursement for reasonable expenses incurred by him in
the performance of his duties and to use of a Bank automobile. In addition, the
Employment Agreement states that the Bank will continue to pay Mr. Binder's
salary, bonus (if any) and benefits for the duration for the term of the
Agreement or, if there are less than 18 months remaining in the term of the
Agreement, for a period of 18 months after the termination of Mr. Binder's
employment, in the event of (i) the mutual agreement of the parties to terminate
the Agreement, (ii) termination by Mr. Binder due to the Bank's breach of the
Agreement or (iii) Mr. Binder's death or disability. The Employment Agreement
further provides that upon a change of control of the Bank (as defined in the
Agreement to include certain sales, transfers or dispositions of the shares of
stock or assets of the Bank), Mr. Binder will receive a lump sum payment in the
amount of $299,000.

In addition, Success Bancshares has entered into an Executive Severance
Agreement dated August 21, 1995 (the "Severance Agreement"), with Steven A.
Covert, Executive Vice President and Chief Financial Officer of Success
Bancshares and the Bank. The Severance Agreement provides that Mr. Covert is
entitled to a lump sum payment in an amount equal to a maximum of 300% of his
highest annual base salary in effect at any time prior to the termination of his
employment if Mr. Covert's employment is terminated by the Bank without cause
(as defined in the Severance Agreement) or by Mr. Covert with good reason (as
defined in the Severance Agreement) during the period of five years from the
date of the Severance Agreement, in the event of a change of control (as defined
in the Severance Agreement) that occurs within six months of such termination.

STOCK OPTION PLANS

Success Bancshares adopted the 1995 Stock Option Plan for executive
officers and other key personnel of Success Bancshares and the Bank effective
October 31, 1995, except that no member of the Compensation Committee may
participate in such Plan. Options may be granted under the 1995 Stock Option
Plan to purchase an aggregate of 170,000 shares of Success Bancshares' common
stock. Pursuant to the 1995 Stock Option Plan, vesting of options granted
thereunder is determined by the Compensation Committee of the Board of Directors
and typically is over a period not exceeding four years. Options must be
exercised within 10 years after the date of grant, subject to cancellation in
the event that the employment of a grantee is terminated for cause (as defined
in the Plan). Incentive options granted under the 1995 Stock Option Plan must
have a minimum exercise price equal to 110% (100% in certain circumstances) of
the fair market value of the underlying shares on the date of grant. The
exercise price of all other options is determined by the Compensation Committee.
The aggregate fair market value of the shares (determined at the time the option
is granted) as to which options are exercisable for the first time by any
participant during any single calendar year (under the 1995 Stock Option Plan
and under any other option plan of Success Bancshares or any affiliate thereof)
may not exceed $100,000. At December 31, 1997, there were 38,250 outstanding
options under the 1995 Stock Option Plan to buy Success Bancshares' common stock
at a price of $6.18 per share, 34,000 of which were held by Mr. Covert, a Named
Executive Officer.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to the initial public offering of Success Bancshares common stock and
the establishment of the Compensation Committee of the Board of Directors in
October 1997, the Board of Directors of Success Bancshares and the Bank, in
consultation with Saul D. Binder, President and Chief Executive Officer of
Success Bancshares and the Bank, determined the compensation of the executive
officers. Since October 1997, such compensation has been determined solely by
the Compensation Committee.

53
<PAGE> 59

CERTAIN TRANSACTIONS

From time to time, the Bank makes loans and extends credit to certain of
Success Bancshares' and/or the Bank's officers and Directors and to certain
companies affiliated with such persons. In the opinion of Success Bancshares,
all of such loans and extensions of credit were made in the ordinary course of
business, on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other third parties, and did not involve more than the normal risk of
collectibility or present other unfavorable features. At December 31, 1997, an
aggregate of $2.8 million of loans and extensions of credit were outstanding to
certain officers and Directors of Success Bancshares and/or the Bank and to
certain companies affiliated with such persons.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of Success Bancshares' common stock as of April 1, 1998 by:
(i) each person or entity known to Success Bancshares to be the beneficial owner
of more than 5% of its outstanding common stock, (ii) each Named Executive
Officer, (iii) each Director of Success Bancshares and (iv) all Directors and
executive officers of Success Bancshares as a group.

<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENTAGE OF OUTSTANDING
BENEFICIAL OWNER(1) OWNED SHARES OWNED
- - - - ----------------------------------------------------- ------------- -------------------------
<S> <C> <C>
Saul D. Binder....................................... 194,447(2) 6.4%
Steven A. Covert..................................... 17,000(3) *
Charles G. Freund.................................... 49,912(4) 1.6
Avrom H. Goldfeder................................... -- --
Samuel D. Kahan...................................... 2,200(5) *
Sherwin Koopmans..................................... -- --
George M. Ohlhausen.................................. 248,886(6) 8.1
Norman D. Rich....................................... 18,699(7) *
Naschon Draiman(8)................................... 155,674(9) 5.1
All Directors and executive
officers as a group (11 persons)(10) ............. 537,674 17.6
</TABLE>
- - - - ---------------
* Less than 1%.
(1) The address of each person listed above, unless noted otherwise in the
footnotes, is c/o Success Bancshares, Inc., One Marriott Drive,
Lincolnshire, Illinois 60069.
(2) Includes 113,390 shares subject to options exercisable within 60 days of
April 1, 1998.
(3) Represents shares subject to options exercisable within 60 days of April 1,
1998.
(4) Includes 22,924 shares held in trust with respect to which Mr. Freund has
sole voting and dispositive power.
(5) Includes 1,700 shares as to which Mr. Kahan shares beneficial ownership
with his spouse.
(6) Includes 108,485 shares held in trust with respect to which Mr. Ohlhausen
has sole voting and dispositive power, and 68,000 shares held in trust with
respect to which Mr. Ohlhausen shares voting and dispositive power with his
spouse.
(7) Includes 3,896 shares held in trust with respect to which Mr. Rich's spouse
has voting and dispositive power, and 2,210 shares beneficially owned by
Mr. Rich's spouse.
(8) Mr. Draiman's address is 6134 North St. Louis Avenue, Chicago, Illinois
60659.
(9) Includes 73,193 shares as to which Mr. Draiman shares beneficial ownership
with his spouse.
(10) Includes 132,090 shares subject to options exercisable within 60 days of
April 1, 1998.

54
<PAGE> 60

DESCRIPTION OF TRUST PREFERRED SECURITIES

The Trust 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 of 1939, as amended (the "Trust Indenture Act"). The terms
of the Trust Preferred Securities will include those stated in the Trust
Agreement and those made part of the Trust Agreement by the Trust Indenture Act.
This summary of certain terms and provisions of the Trust 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, all the provisions of the Trust
Agreement, including the definitions therein of certain terms, and the Trust
Indenture Act. Wherever particular defined terms of the Trust Agreement (as
amended or supplemented from time to time) are referred to herein, such defined
terms are incorporated herein. 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 Administrative Trustees
on behalf of Success Capital will issue the Trust Securities. The Trust
Preferred Securities will represent preferred undivided beneficial interests in
the assets of Success Capital, and the holders thereof will be entitled to a
preference in certain circumstances with respect to Distributions and amounts
payable on dissolution of Success Capital over the Common Securities (which will
be held by Success Bancshares), as well as other benefits as described in the
Trust Agreement. See "--Subordination of Common Securities of Success Capital
Held by Success Bancshares."

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 Preferred
Securities. The Guarantee of Success Bancshares will be a guarantee on a
subordinated basis and will not guarantee payment of Distributions or amounts
payable on redemption of the Trust Preferred Securities or on dissolution of
Success Capital if Success Capital does not have funds on hand available to make
such payments. See "Description of Guarantee" and "Relationship Among the Trust
Preferred Securities, the Junior Subordinated Debentures and the Guarantee."

DISTRIBUTIONS

Payment of Distributions

Distributions on the Trust Preferred Securities will be payable at the
annual rate of ___% of the Liquidation Amount, payable quarterly in arrears on
the 15th day of March, June, September and December in each year (subject to
possible deferral as described below), commencing June 15, 1998, to the holders
of the Trust Preferred Securities on the relevant record dates (each date on
which Distributions are payable in accordance with the foregoing, a
"Distribution Date"). The amount of each Distribution due with respect to the
Trust Preferred Securities will include amounts accrued through the date the
Distribution payment is due. Distributions on the Trust Preferred Securities
will be payable to the holders thereof as they appear on the register of Success
Capital on the relevant record date which, for so long as the Trust Preferred
Securities remain in book-entry form, will be one Business Day (as defined
below) prior to the relevant Distribution Date and, in the event the Trust
Preferred Securities are not in book-entry form, will be the first day of the
month in which the relevant Distribution Date occurs. Distributions will be
cumulative and will accumulate from the date of original issuance.

The amount of Distributions payable for each full Distribution period will
be computed by dividing the rate per annum by four. The amount of
Distributions payable for any period less than a full Distribution 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 Trust Preferred
Securities is not a Business Day, payment of the Distribution payable on such
date will be made on the next Business Day (and without any interest or other
payment in respect to any such delay) except that, if such Business Day is in
the next succeeding calendar year, payment of such Distribution will be made on
the immediately preceding Business Day, in each case with the same force and
effect as if made on the date such payment was originally payable. As used in
this Prospectus, a "Business Day" means any day other than a Saturday, 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, the Delaware Trustee
or the Indenture Trustee is closed for business.

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The funds of Success Capital available for distribution to holders of its
Trust Preferred Securities will be dependent upon payments by Success Bancshares
under the Junior Subordinated Debentures in which Success Capital will invest
the proceeds from the issuance and sale of its Trust Preferred Securities. See
"Description of Junior Subordinated Debentures." If Success Bancshares does not
make interest payments on the Junior Subordinated Debentures, the Property
Trustee will not have funds available to pay Distributions on the Trust
Preferred Securities. The payment of Distributions (if and to the extent Success
Capital has funds available for the payment of such Distributions) will be
guaranteed by Success Bancshares. See "Description of Guarantee."

Extension Period

So long as no Debenture Event of Default shall have occurred and be
continuing, Success Bancshares will have the right under the Indenture 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 such period, provided that no Extension Period may extend beyond
the Stated Maturity of the Junior Subordinated Debentures or end on a date other
than an Interest Payment Date. As a consequence of any such election, quarterly
Distributions on the Trust Preferred Securities will be deferred by Success
Capital during any such Extension Period. Distributions to which holders of
Trust Preferred Securities are entitled but which have been so deferred will
accumulate additional interest thereon at the rate per annum of ___% thereof,
compounded quarterly from the relevant Distribution Date, to the extent
permitted under applicable law. The term "Distributions" as used herein shall
include any such additional accumulated interest. During any such Extension
Period, Success Bancshares will be prohibited from (i) declaring or paying any
dividends or distributions on, or redeeming, purchasing, acquiring or making a
liquidation payment with respect to, any of Success Bancshares' capital stock
(other than (a) paying dividends or distributions in common stock of Success
Bancshares, (b) redeeming rights or taking certain other actions under a
shareholders' rights plan, (c) reclassifying any class of Success Bancshares'
capital stock into another class of capital stock and (d) purchasing Success
Bancshares' common stock related to rights under any of Success Bancshares'
benefit plans for its Directors, officers or employees), (ii) making any payment
of principal, interest or premium, if any, on, or repaying, repurchasing or
redeeming, any debt securities of Success Bancshares that rank pari passu with
or junior in interest to the Junior Subordinated Debentures (except for payments
under the Guarantee) or (iii) redeeming, purchasing or acquiring less than all
of the Junior Subordinated Debentures or any of the Trust Preferred Securities.
Prior to the termination of any such Extension Period, so long as no Debenture
Event of Default shall have occurred and be continuing, Success Bancshares may
further extend such Extension Period, provided that such extension does not
cause such Extension Period to exceed 20 consecutive quarters, extend beyond the
Stated Maturity or end on a date other than an Interest Payment Date. Upon the
termination of any such Extension Period and the payment of all Distributions
then due, and subject to the foregoing limitations, Success Bancshares may elect
to begin a new Extension Period. Success Bancshares must give the Issuer
Trustees notice of its election of such Extension Period at least one Business
Day prior to the next succeeding Interest Payment Date on which interest on the
Junior Subordinated Debentures would be payable but for such deferral or, so
long as the Junior Subordinated Debentures are held by Success Capital, at least
one Business Day prior to the earlier of (i) the date the Distributions on the
Trust Preferred Securities would have been payable but for the election to begin
such Extension Period and (ii) the date the Administrative Trustees are required
to give notice to the New York Stock Exchange, Nasdaq or any applicable stock
exchange or automated quotation system on which the Trust Preferred Securities
are then listed or quoted or to the holders of the Trust Preferred Securities
on the record date or the date Distributions are payable, but in any event not
less than one Business Day prior to such record date. The Property Trustee will
give notice of Success Bancshares' election to begin a new Extension Period to
the holders of the Trust Preferred Securities. Subject to the foregoing, there
is no limitation on the number of times that Success Bancshares may elect to
begin an Extension Period. Success Bancshares 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, if Success
Bancshares exercises its right to defer payments of interest, the holders of
Trust Preferred Securities will be required to include their pro rata share of
OID in gross income as its accrues for United States federal income tax (and
possibly other) purposes in advance of the receipt of cash. See "Description of
Junior Subordinated Debentures--Option to Defer Interest Payment Period" and
"Certain Federal Income Tax Consequences Interest Income and Original Issue
Discount."

REDEMPTION

Upon the repayment or redemption at any time, in whole or in part, of any
Junior Subordinated Debentures, the proceeds from such repayment or redemption
shall be applied by the Property Trustee to redeem a

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Like Amount of the Trust Preferred Securities, upon not less than 30 nor more
than 60 days' notice of a date of redemption (the "Redemption Date"), at the
Redemption Price (as defined below). See "Description of Junior Subordinated
Debentures--Redemption." 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 shall be allocated to the redemption of the Trust
Preferred Securities in such manner as the Property Trustee shall deem fair and
appropriate. The amount of premium, if any, paid by Success Bancshares upon the
redemption of all or any part of the Junior Subordinated Debentures to be repaid
or redeemed on a Redemption Date shall be allocated to the redemption of the
Trust Preferred Securities in such manner as the Property Trustee shall deem
fair and appropriate.

Success Bancshares will have the right to redeem the Junior Subordinated
Debentures (i) at any time and from time to time, in whole or in part, on or
after ______, 2003 or (ii) at any time, in whole (but not in part), within 90
days following the occurrence and during the continuance 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 thereof, together with
the accrued and unpaid interest on the Junior Subordinated Debentures so
redeemed to the date fixed for redemption, and subject to receipt of prior
approval by the Federal Reserve if then required under applicable capital
guidelines or policies of the Federal Reserve. See "Description of Junior
Subordinated Debentures--Redemption."

In the event a Tax Event has occurred and is continuing and Success Capital
is the holder of all outstanding Trust Preferred Securities, so long as no
Debenture Event of Default has occurred and is continuing and Success Bancshares
does not elect to redeem the Junior Subordinated Debentures and thereby cause a
mandatory redemption of the Trust Securities or to dissolve Success Capital and
cause the Junior Subordinated Debentures to be distributed to holders of the
Trust Preferred Securities in dissolution of Success Capital as described below,
such Trust Preferred Securities will remain outstanding and Additional Sums (as
defined below), if any, will be payable on the Junior Subordinated Debentures.

DEFINITIONS

"Additional Sums" means the additional amounts as may be necessary to be
paid by Success Bancshares with respect to the Junior Subordinated Debentures in
order that the amount of Distributions then due and payable by Success Capital
on the outstanding Trust Preferred Securities of Success Capital shall not be
reduced as a result of any additional taxes, duties and other governmental
charges to which Success Capital has become subject as a result of a Tax Event.

"Like Amount" means (i) with respect to a redemption of Trust Preferred
Securities, Trust Preferred 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, allocated to the
Common Securities and to the Trust Preferred Securities based upon the relative
Liquidation Amounts of such classes and (ii) with respect to a distribution of
Junior Subordinated Debentures to holders of Trust Preferred Securities in
connection with a dissolution of Success Capital, Junior Subordinated Debentures
having a principal amount equal to the Liquidation Amount of the Trust Preferred
Securities of the holder to whom such Junior Subordinated Debentures are
distributed.

"Redemption Price" means, with respect to any Trust Preferred Security, the
Liquidation Amount of such Trust Preferred Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by Success Bancshares upon the concurrent redemption of a Like Amount
of Junior Subordinated Debentures, allocated on a pro rata basis (based on
Liquidation Amounts) among the Trust Preferred Securities.

DISSOLUTION OF SUCCESS CAPITAL AND DISTRIBUTION OF JUNIOR SUBORDINATED
DEBENTURES

Subject to Success Bancshares and Success Capital having received
prior approval of the Federal Reserve if so required under applicable capital
guidelines or policies of the Federal Reserve, Success Bancshares will have the
right at any time to dissolve Success Capital and, after satisfaction of the
liabilities of creditors of Success Capital as provided by applicable law,
cause the Junior Subordinated Debentures to be distributed to the holders of
Trust Preferred Securities in liquidation of Success Capital.

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In addition, pursuant to the Trust Agreement, Success Capital will
automatically dissolve upon expiration of its term and will earlier dissolve on
the first to occur of: (i) certain events of bankruptcy, dissolution or
liquidation of Success Bancshares or Success Capital, (ii) upon Success
Bancshares delivering written direction to the Property Trustee to dissolve
Success Capital (which direction is optional and, except as described above,
wholly within the discretion of Success Bancshares), (iii) redemption of all of
the Trust Preferred Securities as described under "--Redemption" and (iv) the
entry of an order for the dissolution of Success Capital by a court of competent
jurisdiction.

If an early dissolution occurs as described in clause (i), (ii) or (iv)
above, Success Capital shall be dissolved by the Property Trustee as
expeditiously as the Property Trustee determines to be possible by
distributing, after satisfaction of liabilities to creditors of Success Capital
as provided by applicable law, to the holders of such Trust Preferred
Securities a Like Amount of the Junior Subordinated Debentures, unless such
distribution is not practical, in which event such holders will be entitled to
receive out of the assets of Success Capital available for distribution to
holders, after satisfaction of liabilities to creditors of Success Capital as
provided by applicable law, an amount equal to, in the case of holders of Trust
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 Success Capital has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by Success Capital on the Trust Preferred Securities shall be paid on a pro
rata basis. The holder(s) of the Common Securities will be entitled to receive
distributions upon any such liquidation pro rata with the holders of the Trust
Preferred Securities, except that if a Debenture Event of Default has occurred
and is continuing, the Trust Preferred Securities shall have a priority over
the Common Securities.

After the liquidation date fixed for any distribution of Junior
Subordinated Debentures for Trust Preferred Securities (the "Liquidation Date")
(i) such Trust Preferred Securities will no longer be deemed to be outstanding,
(ii) the Depositary or its nominee, as the record holder of the Trust Preferred
Securities, will receive a registered global certificate or certificates
representing the Junior Subordinated Debentures to be delivered upon such
distribution and (iii) any certificates representing Trust Preferred Securities
not held by the Depositary or its nominee will be deemed to represent the Junior
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of such Trust Preferred Securities, and bearing accrued and unpaid
interest in an amount equal to the accrued and unpaid Distributions on such
Trust Preferred Securities until such certificates are presented to the
Administrative Trustees or their agent for transfer or reissuance whereupon a
certificate representing such Junior Subordinated Debentures will be issued to
such holder and authenticated.

Under current United States federal income tax law and interpretations and
assuming, as expected, Success Capital is treated as a grantor trust, a
distribution of the Junior Subordinated Debentures should not be a taxable event
to holders of the Trust 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 Trust Preferred
Securities. See "Certain Federal Income Tax Consequences." If Success Bancshares
elects neither to redeem the Junior Subordinated Debentures prior to maturity
nor to dissolve Success Capital and distribute the Junior Subordinated
Debentures to holders of the Trust Preferred Securities, the Trust Preferred
Securities will remain outstanding until the repayment of the Junior
Subordinated Debentures.

If Success Bancshares elects to dissolve Success Capital and thereby causes
the Junior Subordinated Debentures to be distributed to holders of the Trust
Preferred Securities in dissolution of Success Capital, Success Bancshares shall
continue to have the right to advance the maturity of such Junior Subordinated
Debentures, subject to certain conditions. See "Description of Junior
Subordinated Debentures--General."

There can be no assurance as to the market prices for the Trust Preferred
Securities or the Junior Subordinated Debentures that may be distributed in
exchange for the Trust Preferred Securities if a dissolution of Success Capital
were to occur. Accordingly, the Trust Preferred Securities that an investor may
purchase, or the Junior Subordinated Debentures that the investor may receive on
dissolution of Success Capital, may trade at a discount to the price that the
investor paid to purchase the Trust Preferred Securities offered hereby. See
"Description of Junior Subordinated Debentures--Distribution Upon Liquidation."

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REDEMPTION PROCEDURES

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

If Success Capital gives a notice of redemption in respect of the Trust
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, to the extent funds are available, the Property Trustee will deposit
irrevocably with the Depositary funds sufficient to pay the aggregate Redemption
Price and will give the Depositary irrevocable instructions and authority to pay
the Redemption Price to the holders of such Trust Preferred Securities. See
"Book-Entry Issuance." If such Trust Preferred Securities are no longer in
book-entry form, the Property Trustee, to the extent funds are available, will
deposit with the Paying Agent (as defined herein) for such Trust Preferred
Securities funds sufficient to pay the aggregate Redemption Price and will give
such Paying Agent irrevocable instructions and authority to pay the Redemption
Price to the holders thereof upon surrender of their certificates evidencing
such Trust Preferred Securities. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date shall be payable to the holders of
such Trust 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 the Trust Preferred Securities will cease, except the right of the
holders of the Trust Preferred Securities to receive the applicable Redemption
Price, but without interest on such Redemption Price, and such Trust Preferred
Securities will cease to be outstanding. In the event that any date fixed for
redemption of such Trust Preferred Securities is not a Business Day, then
payment of the Redemption Price payable on such date will be made on the next
succeeding Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day (and
without any interest or other payment with respect to such delay). In the event
that payment of the Redemption Price in respect of Trust Preferred Securities
called for redemption is improperly withheld or refused and not paid either by
Success Capital or by Success Bancshares pursuant to the Guarantee,
Distributions on such Trust Preferred Securities will continue to accrue at the
then applicable rate, from the Redemption Date originally established by Success
Capital for such Trust Preferred Securities to the date such Redemption Price is
actually paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price. See "Description of
Guarantee."

Payment of the Redemption Price on the Trust Preferred Securities and any
distribution of Junior Subordinated Debentures to holders of Trust Preferred
Securities shall be made to the applicable record holders thereof as they appear
on the register of such Trust Preferred Securities on the relevant record date,
which date shall be one Business Day prior to the relevant Redemption Date or
Liquidation Date, as applicable; provided, however, that in the event that any
Trust Preferred Securities are not in book-entry form, the relevant record date
for such Trust Preferred Securities shall be a date at least 15 days prior to
the Redemption Date or Liquidation Date, as applicable. In the case of a
dissolution, the record date shall be no more than 45 days before the
Liquidation Date.

If less than all of the Trust Preferred Securities issued by Success
Capital are to be redeemed on a Redemption Date, then the aggregate Redemption
Price for such Trust Preferred Securities to be redeemed shall be allocated pro
rata to the Trust Preferred Securities and Common Securities based upon the
relative Liquidation Amounts of such classes. The particular Trust Preferred
Securities to be redeemed shall be selected in such manner as the Property
Trustee may deem fair and appropriate, within 60 days prior to the Redemption
Date, by the Property Trustee from the outstanding Trust Preferred Securities
not previously called for redemption, or if the Trust Preferred Securities are
then held in the form of a Global Preferred Security (as defined herein), in
accordance with the Depositary's customary procedures. The Property Trustee
shall promptly notify the Securities Registrar (as defined herein) in writing
of the Trust Preferred Securities selected for redemption and, in the case of
any Trust 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
Trust Preferred Securities shall relate to the portion of the aggregate
Liquidation Amount of Trust Preferred Securities which has been or is to be
redeemed.

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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 Preferred Securities
at such holder's registered address. Unless Success Capital defaults in payment
of the applicable Redemption Price on and after the Redemption Date,
Distributions will cease to accrue on such Trust Preferred Securities called for
redemption.

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

SUBORDINATION OF COMMON SECURITIES OF SUCCESS CAPITAL HELD BY SUCCESS BANCSHARES

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

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

EVENTS OF DEFAULT; NOTICE

Any one of the following events that has occurred and is continuing
constitutes an "Event of Default" under the Trust Agreement (an "Event of
Default") with respect to the Trust Preferred Securities (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be
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
Junior Subordinated Debentures--Debenture Events of Default"); or

(ii) default by Success 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 Success 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 Issuer Trustees in the Trust Agreement (other
than a default or breach in the performance of a covenant or warranty which is
addressed in clause (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 Issuer Trustees and Success Bancshares by the holders of
at least 25% in aggregate Liquidation Amount of the outstanding Trust Preferred
Securities, a written notice

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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 Success Bancshares 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 shall transmit
notice of such Event of Default to the holders of the Trust Preferred
Securities, the Administrative Trustees unless such Event of Default shall have
been cured or waived. Success Bancshares is required to file annually with the
Property Trustee a certificate as to whether or not it is in compliance with
all the conditions and covenants applicable to it under the Trust Agreement.

If a Debenture Event of Default has occurred and is continuing, the Trust
Preferred Securities shall have a preference over the Common Securities upon
termination of Success Capital in "--Dissolution of Success Capital and
Distribution of Junior Subordinated Debentures."

REMOVAL OF TRUSTEES

Unless a Debenture Event of Default shall have occurred and be continuing,
any of the Issuer Trustees 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 Issuer Trustees, with the exception of the Administrative
Trustees, may be removed at such time by the holders of a majority in
Liquidation Amount of the outstanding Trust Preferred Securities. In no event
will the holders of the Trust Preferred Securities have the right to vote to
appoint, remove or replace the Administrative Trustees, which voting rights are
vested exclusively in Success Bancshares as the holder of the Common Securities.
No resignation or removal of an Issuer Trustee and no appointment of a successor
trustee shall be effective until the acceptance of appointment by the successor
trustee in accordance with the provisions of the Trust Agreement.

CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE

Unless an Event of Default shall have occurred and be 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 property of Success
Capital may at the time be located, at the request of the Property Trustee,
Success Bancshares, as the holder of the Common Securities, and the
Administrative Trustees will have power to appoint one or more persons either
to act as a co-trustee, jointly with the Property Trustee, of all or any part
of such property, or to act as separate trustee of any such 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.

MERGER OR CONSOLIDATION OF TRUSTEES

Any Person (as defined in the Trust Agreement and that is not a natural
person) into which the Property Trustee or the Delaware Trustee 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 Issuer Trustee shall be a
party, or any Person succeeding to all or substantially all the corporate trust
business of such Issuer Trustee, will be the successor of such Issuer Trustee
under the Trust Agreement, provided such Person is otherwise qualified and
eligible.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF SUCCESS CAPITAL

Success 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 corporation or other Person, except as
described below. Success Capital may, at the request of Success Bancshares,
without the consent of the holders of the Trust Preferred Securities, merge
with or into, consolidate, amalgamate

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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 Success Capital with respect to the Trust Preferred
Securities or (b) substitutes for the Trust Preferred Securities other
securities having substantially the same terms as the Trust Preferred Securities
(the "Successor Securities") so long as the Successor Securities rank the same
as the Trust Preferred Securities rank in priority with respect to distributions
and payments upon liquidation, redemption and otherwise, (ii) Success Bancshares
expressly appoints a trustee of such successor entity possessing the same powers
and duties as the Property Trustee 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 Trust Preferred
Securities are then listed, if any, (iv) such merger, consolidation,
amalgamation, conveyance, transfer or lease does not cause the Trust Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Trust Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose identical to that of Success
Capital, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, Success Bancshares has received an opinion from
independent counsel to Success Capital experienced in such matters 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 Trust Preferred Securities (including any
Successor Securities) in any material respect and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
Success Capital nor such successor entity will be required to register as an
investment company under the Investment Company Act and (viii) Success
Bancshares or any permitted successor or designee 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, Success Capital shall not,
except with the consent of holders of 100% in Liquidation Amount of the Trust
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 entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause
Success Capital or the successor entity to be classified as other than a grantor
trust for United States federal income tax purposes.

VOTING RIGHTS; AMENDMENT OF TRUST AGREEMENT

Except as provided below and under "Description of Guarantee--Amendments
and Assignment" and as otherwise required by law and the Trust Agreement, the
holders of the Trust Preferred Securities will have no voting rights. The Trust
Agreement may be amended from time to time by Success Bancshares, the Property
Trustee and the Administrative Trustees, without the consent of the holders of
the Trust Preferred Securities, (i) to cure any ambiguity, correct or
supplement any provisions in the 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, which shall not be inconsistent
with the other provisions of the Trust Agreement or (ii) to modify, eliminate
or add to any provisions of the Trust Agreement to such extent as shall be
necessary to ensure that Success Capital will be classified for United States
federal income tax purposes as a grantor trust at all times that any Trust
Preferred Securities are outstanding or to ensure that Success Capital will not
be required to register as an "investment company" under the Investment Company
Act; provided, however, that in the case of clause (i), such action shall not
adversely affect in any material respect the interests of any holder of Trust
Preferred Securities. The Trust Agreement may be amended by the Issuer
Trustees and Success Bancshares (i) with the consent of holders representing
not less than a majority of the aggregate Liquidation Amount of the outstanding
Trust Preferred Securities and (ii) upon receipt by the Issuer Trustees of an
opinion of counsel to the effect that such amendment or the exercise of any
power granted to the Issuer Trustees in accordance with such amendment will not
affect Success Capital's status as a grantor trust for United States federal
income tax purposes or Success Capital's exemption from status as an
"investment company" under the Investment Company Act, provided that without
the consent of each holder of Trust Preferred Securities, the Trust Agreement
may not be amended to (i) change the amount or timing of any Distribution or
other payment on the Trust Preferred Securities or otherwise adversely affect
the amount of any Distribution or other payment required to be made in respect
of the Trust Preferred

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Securities as of a specified date or (ii) restrict the right of a holder of
Trust Preferred Securities to institute suit for the enforcement of any such
payment on or after such date.

So long as any Junior Subordinated Debentures are held by the Property
Trustee, the Issuer Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture 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 shall
be due and payable or (iv) consent to any amendment, modification or
termination of the Indenture or the Junior Subordinated Debentures, where such
consent shall be required, without, in each case, obtaining the prior approval
of the holders of a majority in aggregate Liquidation Amount of all outstanding
the Trust Preferred Securities; provided, however, that where a consent under
the Indenture would require the consent of each holder of Junior Subordinated
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior consent of each holder of the Trust Preferred
Securities. The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the holders of the Trust Preferred
Securities except by subsequent vote of the holders of the Trust Preferred
Securities. The Property Trustee shall notify each holder of the Trust
Preferred Securities and the Administrative Trustees of any notice of default
with respect to the Junior Subordinated Debentures. In addition to obtaining
the foregoing approvals of such holders of the Trust Preferred Securities,
prior to taking any of the foregoing actions, the Issuer Trustees shall obtain
an opinion of counsel experienced in such matters to the effect that Success
Capital will not be classified as other than a grantor trust for United States
federal income tax purposes.

Any required approval of holders of the Trust Preferred Securities may be
given at a meeting of holders of Trust 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 the Trust 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 the Trust Preferred
Securities in the manner set forth in the Trust Agreement.

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

Notwithstanding that holders of the Trust Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Trust Preferred Securities that are owned by Success Bancshares, the Issuer
Trustees or any affiliate of Success Bancshares or any Issuer Trustees, shall,
for purposes of such vote or consent, be treated as if they were not
outstanding.

EXPENSES AND TAXES

In the Indenture, Success Bancshares, as borrower, has agreed to pay all
debts and other obligations (other than with respect to the Trust Preferred
Securities) and all costs and expenses of Success Capital (including costs and
expenses relating to the organization of Success Capital) and to pay any and all
taxes and all costs and expenses with respect thereto (other than United States
withholding taxes) to which Success Capital might become subject. The foregoing
obligations of Success Bancshares under the Indenture are for the benefit of,
and shall be enforceable by, any person to whom any such debts, obligations,
costs, expenses and taxes are owed (a "Creditor") whether or not such Creditor
has received notice thereof. Any such Creditor may enforce such obligations of
Success Bancshares directly against Success Bancshares, and Success Bancshares
has irrevocably waived any right or remedy to require that any such Creditor
take any action against Success Capital or any other person before proceeding
against Success Bancshares. Success Bancshares has also agreed in the Indenture
to execute such additional agreements as may be necessary or desirable to give
full effect to the foregoing.

GLOBAL TRUST PREFERRED SECURITIES

The Trust Preferred Securities will be represented by one or more global
certificates registered in the name of the Depositary or its nominee ("Global
Trust Preferred Security"). Beneficial interests in the Trust Preferred
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by participants

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in the Depositary. Except as described below, Trust Preferred Securities in
certificated form will not be issued in exchange for the global certificates.
See "Book-Entry Issuance."

No global security may be exchanged for Trust Preferred Securities
registered in the names of persons other than the Depositary or its nominee
unless (i) the Depositary notifies the Indenture Trustee that it is unwilling or
unable to continue as a depositary for such global security and Success
Bancshares is unable to locate a qualified successor depositary, (ii) Success
Bancshares executes and delivers to the Indenture Trustee a written order
stating that it elects to terminate the book-entry system through the Depositary
or (iii) there shall have occurred and be continuing a Debenture Event of
Default under the Indenture. Any global security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for definitive certificates
registered in such names as the Depositary shall direct. It is expected that
such instructions will be based upon directions received by the Depositary with
respect to ownership of beneficial interests in such global security. In the
event that Trust Preferred Securities are issued in definitive form, such Trust
Preferred Securities will be in denominations of $10 and integral multiples
thereof and may be transferred or exchanged at the offices described below.

Unless and until it is exchanged in whole or in part for the individual
Trust Preferred Securities represented thereby, a Global Trust Preferred
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any nominee to a successor
depositary or any nominee of such successor.

Payments on Global Trust Preferred Securities will be made to the
Depositary, as the depositary for the Global Trust Preferred Securities. In the
event the Trust Preferred Securities are issued in definitive form,
Distributions will be payable, the transfer of the Trust Preferred Securities
will be registrable, and Trust Preferred Securities will be exchangeable for
Trust Preferred Securities of other denominations of a like aggregate
Liquidation Amount, at the corporate office of the Property Trustee, or at the
offices of any Paying Agent or transfer agent appointed by the Administrative
Trustees, provided that payment of any Distribution may be made at the option of
the Administrative Trustees by check mailed to the address of the persons
entitled thereto or by wire transfer. In addition, if the Trust Preferred
Securities are issued in certificated form, the record dates for payment of
Distributions will be the first day of the month in which the relevant
Distribution Date occurs. For a description of the terms of the depositary
arrangements relating to payments, transfers, voting rights, redemptions and
other notices and other matters, see "Book-Entry Issuance."

Upon the issuance of a Global Trust Preferred Security, and the deposit of
such Global Trust Preferred Security with or on behalf of the Depositary, the
Depositary for such Global Trust Preferred Security or its nominee will credit,
on its book-entry registration and transfer system, the respective aggregate
Liquidation Amounts of the individual Trust Preferred Securities represented by
such Global Trust Preferred Securities to the accounts of persons that have
accounts with the Depositary ("Participants"). Such accounts shall be designated
by the dealers, underwriters or agents with respect to such Trust Preferred
Securities. Ownership of beneficial interests in a Global Trust Preferred
Security will be limited to Participants or persons that may hold interests
through Participants. Ownership of beneficial interests in such Global Trust
Preferred Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of Participants) and the records of
Participants (with respect to interests of persons who hold through
Participants). The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Trust Preferred Security.

So long as the Depositary for a Global Trust Preferred Security, or its
nominee, is the registered owner of such Global Trust Preferred Security, such
Depositary or such nominee, as the case may be, will be considered the sole
owner or holder of the Trust Preferred Securities represented by such Global
Trust Preferred Security for all purposes under the Trust Agreement governing
such Trust Preferred Securities. Except as provided below, owners of beneficial
interests in a Global Trust Preferred Security will not be entitled to have any
of the individual Trust Preferred Securities represented by such Global Trust
Preferred Security registered in their names, will not receive or be entitled to
receive physical delivery of any such Trust Preferred Securities in definitive
form and will not be considered the owners or holders thereof under the Trust
Agreement.

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None of Success Bancshares, the Property Trustee, any Paying Agent or the
Securities Registrar for such Trust Preferred Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the Global Trust
Preferred Security representing such Trust Preferred Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

Success Bancshares expects that the Depositary for Trust Preferred
Securities or its nominee, upon receipt of any payment of the Liquidation Amount
or Distributions in respect of a permanent Global Trust Preferred Security
immediately will credit Participants' accounts with payments in amounts
proportionate to their respective beneficial interest in the aggregate
Liquidation Amount of such Global Trust Preferred Security as shown on the
records of such Depositary or its nominee. Success Bancshares also expects that
payments by Participants to owners of beneficial interests in such Global Trust
Preferred Security held through such Participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name."
Such payments will be the responsibility of such Participants.

PAYMENT AND PAYING AGENCY

Payments in respect of the Trust Preferred Securities shall be made to
the Depositary, which shall credit the relevant accounts at the Depositary on
the applicable Distribution Dates or, if any of the Trust Preferred Securities
are not held by the Depositary, such payments shall be made by check mailed to
the address of the holder entitled thereto as such address shall appear on the
register. The paying agent (the "Paying Agent") shall initially be the Property
Trustee and any co-paying agent chosen by the Property Trustee and acceptable
to the Administrative Trustees and Success Bancshares. The Paying Agent shall
be permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees and the Property Trustee. In the event that the
Property Trustee shall no longer be the Paying Agent, the Administrative
Trustees shall appoint a successor to act as Paying Agent.

REGISTRAR AND TRANSFER AGENT

The Property Trustee will act as registrar (the "Securities Registrar")
and transfer agent for the Trust Preferred Securities. Registration of
transfers of the Trust Preferred Securities will be effected without charge by
or on behalf of Success Capital, but upon payment of any tax or other
governmental charges that may be imposed in connection with any transfer or
exchange. Success Capital and the Property Trustee will not be required to
register or cause to be registered the transfer of the Trust Preferred
Securities after such Trust Preferred Securities have been called for
redemption.

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 Agreement at the request of any holder of
Trust Preferred Securities unless it is offered security or indemnity
satisfactory to it against the costs, expenses and liabilities that might be
incurred thereby.

MISCELLANEOUS

The Administrative Trustees are authorized and directed to conduct the
affairs of and to operate Success Capital in such a way that Success 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

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Success Bancshares for United States federal income tax purposes. In
this connection, the Property Trustee, Success Bancshares and the
Administrative Trustees are authorized to take any action, not inconsistent
with applicable law, the certificate of trust of Success Capital or the Trust
Agreement, that Success Bancshares and the Administrative Trustees determine in
their discretion to be necessary or desirable for such purposes, as long as
such action does not materially adversely affect the interests of the holders
of the Trust Preferred Securities.

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

GOVERNING LAW

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

DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

Concurrently with the issuance of the Trust Preferred Securities, Success
Capital will invest the proceeds thereof, together with the consideration paid
by Success Bancshares for the Common Securities, in Junior Subordinated
Debentures issued by Success Bancshares. The Junior Subordinated Debentures will
be issued as unsecured debt under the Indenture between Success Bancshares and
the Indenture Trustee. The Indenture will be qualified under the Trust Indenture
Act. The following summary of the 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,
which has been filed as an exhibit to the Registration Statement of which this
Prospectus forms a part, and to the Trust Indenture Act. Whenever particular
defined terms of the Indenture are referred to herein, such defined terms are
incorporated herein by reference.

GENERAL

The Junior Subordinated Debentures will bear interest at the annual rate of
___% of the principal amount thereof, payable quarterly in arrears on the 15th
day of March, June, September and December of each year (each, an "Interest
Payment Date"), commencing June 15, 1998, to the person in whose name each
Junior Subordinated Debenture is registered, subject to certain exceptions, at
the close of business on the Business Day immediately preceding such Interest
Payment Date. Notwithstanding the above, in the event that either the (i) Junior
Subordinated Debentures are held by the Property Trustee and the Trust Preferred
Securities are no longer in book-entry only form or (ii) the Junior Subordinated
Debentures are not represented by a Global Subordinated Debenture (as defined
herein), the record date for such payment shall be the first day of the month in
which such payment date occurs. The amount of each interest payment due with
respect to the Junior Subordinated Debentures will include amounts accrued
through the date the interest payment is due. It is anticipated that, until the
dissolution, if any, of Success Capital, each Junior Subordinated Debenture will
be held in the name of the Property Trustee in trust for the benefit of the
holders of the Trust 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 Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on the date such payment was originally 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 shall include quarterly interest payments, interest on quarterly
interest payments not paid on the applicable Interest Payment Date and
Additional Sums (as defined herein), as applicable.

The Junior Subordinated Debentures will mature on _______, 2028. Such date
may be advanced once at any time by Success Bancshares to any date not earlier
than ___________, 2003 subject to Success Bancshares having received prior
approval of the Federal Reserve if then required under applicable capital
guidelines or policies

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of the Federal Reserve. In the event that Success Bancshares elects to advance
the Stated Maturity of the Junior Subordinated Debentures, it shall give notice
to the Indenture Trustee and the holders of the Junior Subordinated Debentures
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 Senior and Subordinated Debt of
Success Bancshares. Because Success Bancshares is a holding company, the right
of Success Bancshares to participate in any distribution of assets of any
subsidiaries, including the Bank, upon any such subsidiaries' liquidation or
reorganization or otherwise (and thus the ability of holders of the Trust
Preferred Securities to benefit indirectly from such distribution), is subject
to the prior claims of creditors of that subsidiary, except to the extent that
Success Bancshares may itself be recognized as a creditor of that subsidiary.
Accordingly, the Junior Subordinated Debentures will be effectively subordinated
to all existing and future liabilities of the Bank, and holders of Junior
Subordinated Debentures should look only to the assets of Success Bancshares,
and not of its subsidiaries, for principal and interest payments on the Junior
Subordinated Debentures. The Indenture will not limit the incurrence or issuance
of other secured or unsecured debt of Success Bancshares, including Senior and
Subordinated Debt, whether under any existing or other indenture that Success
Bancshares may enter into in the future or otherwise. In addition, the
obligations of Success Bancshares under the Junior Subordinated Debentures will
rank subordinate to the deposit liabilities of the Bank, which are insured by
the FDIC. See "--Subordination."

OPTION TO DEFER INTEREST PAYMENT PERIOD

So long as no Debenture Event of Default shall have occurred and be
continuing, Success Bancshares will have the right under the Indenture to defer
the payment of interest at any time or from time to time for a period not
exceeding 20 consecutive quarters, provided that no Extension Period may extend
beyond the Stated Maturity or end on a date other than an Interest Payment Date.
Prior to the termination of any such Extension Period, so long as no Debenture
Event of Default shall have occurred and be continuing Success Bancshares may
further extend such Extension Period, provided that such extension does not
cause such Extension Period to exceed 20 consecutive quarters, or extend beyond
the Stated Maturity or end on a date other than an Interest Payment Date. At the
end of such Extension Period, Success Bancshares 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). The amount of
additional interest payable for any full interest period will be computed by
dividing the rate per annum by four. Upon the termination of any such Extension
Period and the payment of all amounts then due on any Interest Payment Date,
Success Bancshares may elect to begin a new Extension Period subject to the
above requirements.

During any such Extension Period, Success Bancshares 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 Success Bancshares' capital stock
(other than (a) dividends or distributions in common stock of Success
Bancshares, (b) redeeming rights or taking certain other actions under a
shareholders' rights plan, (c) reclassification of any class of Success
Bancshares' capital stock into another class of capital stock and (d) purchases
of Success Bancshares' common stock related to rights under any of Success
Bancshares' benefit plans for its 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 Success Bancshares that rank pari passu with or
junior in interest to the Junior Subordinated Debentures (provided this
restriction will not prohibit payments under the Guarantee) or (iii) redeem,
purchase or acquire less than all of the Junior Subordinated Debentures or any
of the Trust Preferred Securities.

Success Bancshares must give the Indenture Trustee notice of its election
of any Extension Period at least one Business Day prior to the next succeeding
Interest Payment Date on which interest on the Junior Subordinated Debentures
would be payable but for such deferral or, so long as the Junior Subordinated
Debentures are held by Success Capital, at least one Business Day prior to the
earlier of (i) the date the Distributions on the Trust Preferred Securities
would have been payable except for the election to begin or extend such
Extension Period or (ii) the date the Administrative Trustees are required to
give notice to the New York Stock Exchange, Nasdaq or any applicable stock
exchange or automated quotation system on which the Trust Preferred Securities
are then listed or quoted or to the holders of the Trust Preferred Securities of
the record date or the date such Distributions are payable, but in any event not
less than one Business Day prior to such record date. The Indenture Trustee
shall give notice of Success Bancshares' election to begin or extend a new
Extension Period to the

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holders of the Trust Preferred Securities. There is no limitation on the number
of times that Success Bancshares may elect to begin an Extension Period.

Distributions on the Trust Preferred Securities will be deferred by Success
Capital during any such Extension Period. See "Description of the Trust
Preferred Securities--Distributions." During an Extension Period, interest will
continue to accrue and holders of Junior Subordinated Debentures will be
required to accrue interest income for United States federal income tax
purposes. For a description of certain federal income tax consequences and
special considerations applicable to any such Junior Subordinated Debentures,
see "Certain Federal Income Tax Consequences."

REDEMPTION

Subject to Success Bancshares having received prior approval of the Federal
Reserve if then required under applicable capital guidelines or policies of the
Federal Reserve, the Junior Subordinated Debentures are redeemable prior to
maturity at the option of Success Bancshares (i) at any time and from time to
time, in whole or in part, on or after _______, 2003 or (ii) at any time in
whole (but not in part), within 90 days following the occurrence and during the
continuance 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
thereof, together with the accrued and unpaid interest on the Junior
Subordinated Debentures so redeemed to the date fixed for redemption.

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

If Success Capital is required to pay additional taxes, duties or other
governmental charges as a result of a Tax Event, Success Bancshares will pay as
additional amounts on the Junior Subordinated Debentures the Additional Sums.

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

DISTRIBUTION UPON LIQUIDATION

As described under "Description of Trust Preferred Securities--Dissolution
of Success Capital and Distribution of Junior Subordinated Debentures," under
certain circumstances involving the dissolution of Success Capital, the Junior
Subordinated Debentures may be distributed to the holders of the Trust Preferred
Securities in liquidation of Success Capital after satisfaction of liabilities
to creditors of Success Capital as provided by applicable law. If distributed to
holders of the Trust Preferred Securities in liquidation, the Junior
Subordinated Debentures will initially be issued in the form of one or more
global securities and the Depositary, or any successor depositary for the Trust
Preferred Securities, will act as depositary for the Junior Subordinated
Debentures. It is anticipated that the depositary arrangements for the Junior
Subordinated Debentures would be substantially identical to those in effect for
the Trust Preferred Securities. If the Junior Subordinated Debentures are
distributed to the holders of Trust Preferred Securities upon the liquidation of
Success Capital, Success Bancshares will use its best efforts to list the Junior
Subordinated Debentures on Nasdaq or such other stock exchange or automated
quotation system, if any, on which the Trust Preferred Securities are then
listed or quoted. There can be no assurance as to the market price of any Junior
Subordinated Debentures that may be distributed to the holders of Trust
Preferred Securities.

RESTRICTIONS ON CERTAIN PAYMENTS

If at any time (i) there shall have occurred any event of which Success
Bancshares has actual knowledge that (a) with the giving of notice or the lapse
of time, or both, would constitute a Debenture Event of Default and (b) in
respect of which Success Bancshares shall not have taken reasonable steps to
cure, (ii) Success Bancshares shall have given notice of its election of an
Extension Period as provided in the Indenture with respect to the Junior
Subordinated Debentures and shall not have rescinded such notice, or such
Extension Period, or any extension thereof, shall be continuing, (iii) while the
Junior Subordinated Debentures are held by Success Capital, Success Bancshares
shall be in default with respect to its payment of any obligation under the
Guarantee or (iv) there shall

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have occurred and be continuing a Debenture Event of Default, then Success
Bancshares 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
Success Bancshares's capital stock (other than (a) paying dividends or
distributions in common stock of Success Bancshares, (b) redeeming rights or
taking certain other actions under a shareholders' rights plan, (c)
reclassifying of any class of Success Bancshares' capital stock into another
class of capital stock and (d) purchasing of Success Bancshares' common stock
related to rights under any of Success Bancshares' benefit plans for its
Directors, officers or employees), (2) make any payment of principal, interest
or premium, if any, on or repay, repurchase or redeem any debt securities of
Success Bancshares 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 Success Bancshares of the debt securities of any subsidiary of
Success Bancshares if such guarantee ranks pari passu with or junior in interest
to the Junior Subordinated Debentures (provided this restriction will not
prohibit payments under the Guarantee) or (3) redeem, purchase or acquire less
than all of the Junior Subordinated Debentures or any of the Trust Preferred
Securities.

SUBORDINATION

In the Indenture, Success Bancshares has covenanted and agreed that any
Junior Subordinated Debentures issued thereunder will be subordinate and junior
in right of payment to all Senior and Subordinated Debt to the extent provided
in the Indenture. No payments on account of principal or interest, if any, in
respect of the Junior Subordinated Debentures may be made if there shall have
occurred and be continuing a default in any payment with respect to Senior and
Subordinated Debt. In the event of (i) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to Success Bancshares, its creditors or its property, (ii)
any proceeding for the liquidation, dissolution or other winding up of Success
Bancshares, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, (iii) any assignment by Success Bancshares for the
benefit of creditors or (iv) any other marshalling of the assets of Success
Bancshares (each such event, if any, a "Proceeding"), all Senior and
Subordinated Debt (including any interest thereon accruing after the
commencement of any such Proceeding) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall be
made to any holder of Junior Subordinated Debentures on account thereof. Any
payment or distribution, whether in cash, securities or other property (other
than securities of Success Bancshares or any other entity provided for by a plan
of reorganization or readjustment, the payment of which is subordinate, at least
to the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Junior Subordinated Debentures, to the payment of
all Senior and Subordinated Debt at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), which would otherwise (but for these subordination provisions) be
payable or deliverable in respect of the Junior Subordinated Debentures shall be
paid or delivered directly to the holders of Senior and Subordinated Debt in
accordance with the priorities then existing among such holders until all Senior
and Subordinated Debt (including any interest thereon accruing after the
commencement of any Proceeding) shall have been paid in full.

In the event of any Proceeding, after payment in full of all sums owing
with respect to Senior and Subordinated Debt, the holders of the Junior
Subordinated Debentures, together with the holders of any obligations of Success
Bancshares ranking on a parity with the Junior Subordinated Debentures, shall be
entitled to be paid from the remaining assets of Success Bancshares the amounts
at the time due and owing on account of unpaid principal of (and premium, if
any) and interest on the Junior Subordinated Debentures and such other
obligations before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or any obligations
of Success Bancshares ranking junior to the Junior Subordinated Debentures, and
such other obligations. If, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of Success Bancshares or any other entity
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Junior Subordinated
Debentures, to the payment of all Senior and Subordinated Debt at the time
outstanding and to any securities issued in respect thereof under any plan of
reorganization or readjustment), shall be received by the Indenture Trustee or
any holder of Junior Subordinated Debentures in contravention of any of the
terms of the Indenture and before all Senior and Subordinated Debt shall have
been paid in full, such payment or distribution or security shall be received in
trust for the benefit of, and shall be paid over or delivered and transferred
to, the holders of the Senior and Subordinated Debt at the time outstanding in
accordance with the priorities then existing

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among such holders for application to the payment of all Senior and
Subordinated Debt remaining unpaid, to the extent necessary to pay all such
Senior and Subordinated Debt in full. In the event of the failure of the
Indenture Trustee or any holder of Junior Subordinated Debentures to endorse or
assign any such payment, distribution or security, each holder of Senior and
Subordinated Debt is irrevocably authorized pursuant to the Indenture to endorse
or assign the same.

The holders of Senior and Subordinated Debt may, at any time and from time
to time, without the consent of or notice to the Indenture Trustee or the
holders of the Junior Subordinated Debentures, without incurring responsibility
to such holders and without impairing or releasing the subordination or the
obligations of such holders to the holders of Senior and Subordinated Debt, do
any one or more of the following: (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior and
Subordinated Debt, or otherwise amend or supplement in any manner Senior and
Subordinated Debt or any instrument evidencing the same or any agreement under
which Senior and Subordinated Debt is outstanding; (ii) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior and Subordinated Debt; (iii) release any person liable in any manner for
the collection of Senior and Subordinated Debt; and (iv) exercise or refrain
from exercising any rights against Success Bancshares and any other person.

"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, (vi) all
indebtedness of such person whether incurred on or prior to the date of the
Indenture or thereafter incurred, for claims in respect of derivative products
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements and (vii) every obligation of the
type referred to in clauses (i) through (vi) 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 and Subordinated Debt" means 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 Success Bancshares
whether or not such claim for post-petition interest is allowed in such
proceeding), on Debt of Success Bancshares 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 and Subordinated Debt shall not be deemed to include (i) any Debt of
Success Bancshares 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 Success Bancshares, (ii) any Debt of Success Bancshares to
any of its subsidiaries, (iii) Debt to any employee of Success Bancshares and
(iv) any other debt securities issued pursuant to the Indenture.

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The Indenture places no limitation on the amount of additional Senior and
Subordinated Debt that may be incurred by Success Bancshares. Success Bancshares
expects from time to time to incur additional Debt constituting Senior and
Subordinated Debt.

DENOMINATIONS, REGISTRATION AND TRANSFER

The Junior Subordinated Debentures will initially be registered in the name
of Success Capital. If the Junior Subordinated Debentures are distributed to
holders of Trust Preferred Securities, it is anticipated that the depositary
arrangements for the Junior Subordinated Debentures will be substantially
identical to those in effect for the Trust Preferred Securities. See "
Book-Entry Issuance."

Although the Depositary has agreed to the procedures described under
"Book-Entry Issuance," it is under no obligation to perform or continue to
perform such procedures, and such procedures may be discontinued at any time. If
the Depositary is at any time unwilling or unable to continue as depositary and
a successor depositary is not appointed by Success Bancshares within 90 days of
receipt of notice from the Depositary to such effect, Success Bancshares will
cause the Junior Subordinated Debentures to be issued in definitive form.

Payments on Junior Subordinated Debentures represented by a global security
(the "Global Subordinated Debenture") will be made to Cede & Co., the nominee
for the Depositary, as the registered holder of the Junior Subordinated
Debentures, as described under "Book-Entry Issuance." 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 Indenture Trustee or at the offices
of any Paying Agent or transfer agent appointed by Success Bancshares, provided
that payment of interest may be made at the option of Success Bancshares by
check mailed to the address of the persons entitled thereto.

Junior Subordinated Debentures will be exchangeable for other Junior
Subordinated Debentures of like tenor, of any authorized denominations, and of a
like aggregate principal amount.

Junior Subordinated Debentures may be presented for exchange as provided
above, and 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 Securities Registrar. Success Bancshares
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
Success Bancshares maintains a transfer agent in the place of payment. Success
Bancshares may at any time designate additional transfer agents with respect to
the Junior Subordinated Debentures.

In the event of any redemption, neither Success Bancshares nor the
Indenture Trustee shall 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) to register the
transfer or exchange of 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

From time to time Success Bancshares and the Indenture Trustee may, 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 (provided that any such
action does not materially adversely affect the interests of the holders of the
Junior Subordinated Debentures or the Trust Preferred Securities so long as they
remain outstanding) and qualifying, or maintaining the qualification of, the
Indenture under the Trust Indenture Act. The Indenture contains provisions
permitting Success Bancshares and the Indenture 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 in a manner affecting
the rights of the holders of the Junior Subordinated Debentures; provided, that
no such modification may, without the consent of the holder of each

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outstanding Junior Subordinated Debenture, (i) change the Stated 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 Trust Preferred Securities remain
outstanding, no such modification may be made that adversely affects the holders
of such Trust Preferred Securities in any material respect, and no termination
of the Indenture may occur, and no waiver of any Debenture Event of Default or
compliance with any covenant under the Indenture may be effective, without the
prior consent of the holders of at least a majority of the aggregate Liquidation
Amount of the Trust Preferred Securities unless and until the principal of the
Junior Subordinated Debentures and all accrued and unpaid interest thereon have
been paid in full and certain other conditions are satisfied.

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 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
Extension Period); or

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

(iii) failure to observe or perform in any material respect certain other
covenants contained in the Indenture for 60 days after written notice to Success
Bancshares from the Indenture Trustee or to Success Bancshares and the Indenture
Trustee by 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 Success
Bancshares.

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 Indenture
Trustee. The Indenture 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. If
the Indenture Trustee or such holders of such Junior Subordinated Debentures
fail to make such declaration, the holders of at least 25% in aggregate
Liquidation Amount of the Trust Preferred Securities shall have such right. 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 Indenture 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 Trust Preferred Securities shall have such right.

The holders of a majority in aggregate outstanding principal amount of
each of the Junior Subordinated Debentures and the Trust Preferred Securities
may, on behalf of the holders of all the Junior Subordinated Debentures and
Trust Preferred Securities, respectively, waive any past default, except a
default in the payment of principal or interest (unless such default 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
Indenture Trustee) or a default in respect of a covenant or provision which
under the Indenture cannot be modified or amended without the consent of the
holder of each outstanding Junior Subordinated Debenture.

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

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF TRUST PREFERRED SECURITIES

If a Debenture Event of Default shall have occurred and be continuing and
such event is attributable to the failure of Success Bancshares to pay interest
or principal on the Junior Subordinated Debentures on the date such interest or
principal is otherwise due and payable, a holder of Trust Preferred Securities
may institute a Direct Action. Success Bancshares 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 Trust Preferred Securities outstanding. If
the right to bring a Direct Action is removed, Success Capital may become
subject to the reporting obligations under the Exchange Act. Success Bancshares
shall have the right under the Indenture to set-off any payment made to such
holder of Trust Preferred Securities by Success Bancshares in connection with a
Direct Action.

The holders of the Trust 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
shall have been an Event of Default under the Trust Agreement. See "Description
of the Trust Preferred Securities--Events of Default; Notice."

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

The Indenture provides that Success Bancshares shall not consolidate
with or merge into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge into Success Bancshares or convey, transfer or lease
its properties and assets substantially as an entirety to Success Bancshares,
unless (i) in case Success Bancshares consolidates with or merges into another
Person or conveys, transfers or leases 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 Success Bancshares' obligations on the
Junior Subordinated Debentures, (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, shall have occurred
and be continuing, (iii) such transaction is permitted under the Trust
Agreement and the Guarantee Agreement and does not give rise to any breach or
violation of the Trust Agreement or Guarantee Agreement and (iv) certain other
conditions as prescribed in the Indenture are met.

The general provisions of the Indenture do not afford holders of the Junior
Subordinated Debentures protection in the event of a highly leveraged or other
transaction involving Success Bancshares that may adversely affect holders of
the Junior Subordinated Debentures.

SATISFACTION AND DISCHARGE

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

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COVENANTS OF SUCCESS BANCSHARES

Success Bancshares will covenant in the Indenture, as to the Junior
Subordinated Debentures, that if and so long as (i) a Debenture Event of
Default has occurred and is continuing, (ii) Success Capital is the holder of
all such Junior Subordinated Debentures, and (iii) any of certain Tax Events in
respect of Success Capital has occurred and is continuing, Success Bancshares
will pay to Success Capital Additional Sums. Success Bancshares will also
covenant, as to the Junior Subordinated Debentures (i) to maintain directly or
indirectly 100% ownership of the Common Securities of Success Capital, provided
that certain successors which are permitted pursuant to the Indenture may
succeed to Success Bancshares' ownership of the Common Securities, (ii) not to
voluntarily (and use reasonable efforts not to allow to involuntarily)
terminate, wind up or liquidate Success Capital, except in connection with (a)
a distribution of Junior Subordinated Debentures to the holders of the Trust
Preferred Securities in liquidation of Success Capital or (b) 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 Success Capital to remain classified as a grantor
trust and not as an association taxable as a corporation for United States
federal income tax purposes.

GOVERNING LAW

The Indenture and the Junior Subordinated Debentures will be governed by
and construed in accordance with the laws of the State of New York.

INFORMATION CONCERNING THE INDENTURE TRUSTEE

The Indenture Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to such provisions, the Indenture 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 Indenture 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 Indenture Trustee reasonably believes that
repayment or adequate indemnity is not reasonably assured to it.

Bankers Trust Company, the Indenture Trustee, may serve from time to time
as trustee under other indentures or trust agreements with Success Bancshares or
its subsidiaries relating to other issues of their securities. In addition,
Success Bancshares and certain of its affiliates may have other banking
relationships with Bankers Trust Company and its affiliates.

BOOK-ENTRY ISSUANCE

The Depositary will act as securities depositary for all of the Trust
Preferred Securities and the Junior Subordinated Debentures. The Trust Preferred
Securities and the Junior Subordinated Debentures will be issued only as
fully-registered securities registered in the name of Cede & Co. (the
Depositary's nominee). One or more fully-registered global certificates will be
issued for the Trust Preferred Securities and the Junior Subordinated Debentures
and will be deposited with the Depositary.

The Depositary is a limited purpose trust company organized under New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. The
Depositary holds securities that its Participants deposit with the Depositary.
The Depositary also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. "Direct
Participants" include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. The Depositary is owned
by a number of its Direct Participants and by

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the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the Depositary system
is also available to others such as securities brokers and dealers, banks and
trust companies that clear through or maintain custodial relationships with
Direct Participants, either directly or indirectly ("Indirect Participants").
The rules applicable to the Depositary and its Participants are on file with the
Securities and Exchange Commission (the "Commission").

Purchases of Trust Preferred Securities or Junior Subordinated Debentures
within the Depositary system must be made by or through Direct Participants,
which will receive a credit for the Trust Preferred Securities or Junior
Subordinated Debentures on the Depositary's records. The ownership interest of
each actual purchaser of each Trust Preferred Security and each Junior
Subordinated Debenture ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from the Depositary of their purchases, but Beneficial
Owners are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participants through which the Beneficial Owners purchased Trust
Preferred Securities or Junior Subordinated Debentures. Transfers of ownership
interests in the Trust Preferred Securities or Junior Subordinated Debentures
are to be accomplished by entries made on the books of Participants acting on
behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Trust Preferred Securities or Junior
Subordinated Debentures, except in the event that use of the book-entry system
for the Trust Preferred Securities or Junior Subordinated Debentures is
discontinued.

The Depositary has no knowledge of the actual Beneficial Owners of the
Trust Preferred Securities or Junior Subordinated Debentures; the Depositary's
records reflect only the identity of the Direct Participants to whose accounts
such Trust Preferred Securities or Junior Subordinated Debentures are credited,
which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners and the voting
rights of Direct Participants, Indirect Participants and Beneficial Owners, will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Redemption notices will be sent to Cede & Co. as the registered holder of
the Trust Preferred Securities or Junior Subordinated Debentures. If less than
all of the Trust Preferred Securities or the Junior Subordinated Debentures are
being redeemed, the Depositary will determine by lot or pro rata the amount of
the Trust Preferred Securities of each Direct Participant to be redeemed.

Although voting with respect to the Trust Preferred Securities or the
Junior Subordinated Debentures is limited to the holders of record of the Trust
Preferred Securities or Junior Subordinated Debentures, as applicable, in those
instances in which a vote is required, neither the Depositary nor Cede & Co.
will itself consent or vote with respect to Trust Preferred Securities or Junior
Subordinated Debentures. Under its usual procedures, the Depositary would mail
an omnibus proxy (the "Omnibus Proxy") to the relevant Trustee as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts such
Trust Preferred Securities or Junior Subordinated Debentures are credited on the
record date (identified in a listing attached to the Omnibus Proxy).

Distribution payments on the Trust Preferred Securities or the Junior
Subordinated Debentures will be made by the relevant Trustee to the Depositary.
The Depositary's practice is to credit Direct Participants' accounts on the
relevant payment date in accordance with their respective holdings shown on the
Depositary's records unless the Depositary has reason to believe that it will
not receive payments on such payment date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices and will be the responsibility of such Participant and not of the
Depositary, the relevant Trustee, Success Capital or Success Bancshares, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Payment of Distributions to the Depositary is the responsibility of the
relevant Trustee, disbursement of such payments to Direct Participants is the
responsibility of the Depositary, and disbursements of such payments to the
Beneficial Owners is the responsibility of Direct and Indirect Participants.

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The Depositary may discontinue providing its services as securities
depositary with respect to any of the Trust Preferred Securities or the Junior
Subordinated Debentures at any time by giving reasonable notice to the relevant
Trustee and Success Bancshares. In the event that a successor securities
depositary is not obtained, definitive Trust Preferred Securities or
Subordinated Debenture certificates representing such Trust Preferred Securities
or Junior Subordinated Debentures are required to be printed and delivered.
Success Bancshares, at its option, may decide to discontinue use of the system
of book-entry transfers through the Depositary (or a successor depositary).
After a Debenture Event of Default, the holders of a majority in liquidation
preference of Trust Preferred Securities or aggregate principal amount of Junior
Subordinated Debentures may determine to discontinue the system of book-entry
transfers through the Depositary. In any such event, definitive certificates for
such Trust Preferred Securities or Junior Subordinated Debentures will be
printed and delivered.

The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that Success
Capital and Success Bancshares believe to be accurate, but Success Capital and
Success Bancshares assume no responsibility for the accuracy thereof. Neither
Success Capital nor Success Bancshares has any responsibility for the
performance by the Depositary or its Participants of their respective
obligations as described herein or under the rules and procedures governing
their respective operations.

DESCRIPTION OF GUARANTEE

The Guarantee Agreement will be executed and delivered by Success
Bancshares concurrently with the issuance of the Trust Preferred Securities.
Bankers Trust Company will act as Guarantee Trustee under the Guarantee
Agreement for the purposes of compliance with the Trust Indenture Act, and the
Guarantee Agreement will be qualified as an Indenture under the Trust Indenture
Act. The following summary of certain 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 Agreement, including the
definitions therein of certain terms, the Indenture, the Trust Agreement and the
Trust Indenture Act. The form of the Guarantee Agreement has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part. The
Guarantee Trustee will hold the Guarantee for the benefit of the holders of the
Trust Preferred Securities.

GENERAL

The Guarantee will be an irrevocable guarantee on a subordinated basis of
Success Capital's obligations under the Trust Preferred Securities, but will
apply only to the extent that Success Capital has funds sufficient to make such
payments, and is not a guarantee of collection. Success Bancshares will
irrevocably agree to pay in full on a subordinated basis, to the extent set
forth herein, the Guarantee Payments (as defined below) to the holders of the
Trust Preferred Securities, as and when due, regardless of any defense, right of
set-off or counterclaim that Success Capital may have or assert other than the
defense of payment. The following payments with respect to the Trust Preferred
Securities, to the extent not paid by or on behalf of Success Capital (the
"Guarantee Payments"), will be subject to the Guarantee: (i) any accumulated and
unpaid Distributions required to be paid on the Trust Preferred Securities, to
the extent that Success Capital has funds on hand available therefor at such
time, (ii) the redemption price with respect to any Trust Preferred Securities
called for redemption, to the extent that Success Capital has funds on hand
available therefor at such time and (iii) upon a voluntary or involuntary
dissolution of Success Capital (unless the Junior Subordinated Debentures are
distributed to holders of the Trust Preferred Securities), the lesser of (a) the
Liquidation Distribution and (b) the amount of assets of Success Capital
remaining available for distribution to holders of Trust Preferred Securities
after satisfaction of liabilities to creditors of Success Capital as required by
law. Success Bancshares' obligation to make a Guarantee Payment may be satisfied
by direct payment of the required amounts by Success Bancshares to the holders
of the Trust Preferred Securities or by causing Success Capital to pay such
amounts to such holders.

If Success Bancshares does not make interest payments on the Junior
Subordinated Debentures held by Success Capital, Success Capital will not be
able to pay Distributions on the Trust Preferred Securities and will not have
funds legally available therefor. The Guarantee will rank subordinate and junior
in right of payment to all Senior and Subordinated Debt of Success Bancshares.
See "--Status of the Guarantee." Because Success Bancshares is a holding
company, the right of Success Bancshares to participate in any distribution of
assets of any

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subsidiary upon such subsidiary's liquidation or reorganization or otherwise, is
subject to the prior claims of creditors of that subsidiary, except to the
extent Success Bancshares may itself be recognized as a creditor of that
subsidiary. Accordingly, Success Bancshares' obligations under the Guarantee
will be effectively subordinated to all existing and future liabilities of
Success Bancshares' subsidiaries, and claimants should look only to the assets
of Success Bancshares for payments thereunder. Except as otherwise described
herein, the Guarantee Agreement does not limit the incurrence or issuance of
other secured or unsecured debt of Success Bancshares, including Senior and
Subordinated Debt, whether under the Indenture, under any other indenture that
Success Bancshares may enter into in the future or otherwise.

Success Bancshares will, through the Guarantee Agreement, the Trust
Agreement and the Indenture, taken together, fully, irrevocably and
unconditionally guarantee all of Success Capital's obligations under the Trust
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 a full, irrevocable and unconditional guarantee of Success
Capital's obligations under the Trust Preferred Securities. See "Relationship
Among the Trust Preferred Securities, the Junior Subordinated Debentures and
the Guarantee."

STATUS OF THE GUARANTEE

The Guarantee will constitute an unsecured obligation of Success Bancshares
and will rank subordinate and junior in right of payment to all Senior and
Subordinated Debt in the same manner as the Junior Subordinated Debentures.

The Guarantee will constitute a guarantee of payment and not of collection.
For example, the guaranteed party may institute a legal proceeding directly
against Success Bancshares to enforce its rights under the Guarantee without
first instituting a legal proceeding against any other person or entity. The
Guarantee will be held for the benefit of the holders of the Trust Preferred
Securities. The Guarantee will not be discharged except by payment of the
Guarantee Payments in full to the extent not paid by Success Capital or upon
distribution to the holders of the Trust Preferred Securities of the Junior
Subordinated Debentures. The Guarantee Agreement does not place a limitation on
the amount of additional Senior and Subordinated Debt that may be incurred by
Success Bancshares. Success Bancshares expects from time to time to incur
additional Debt constituting Senior and Subordinated Debt.

AMENDMENTS AND ASSIGNMENT

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

EVENTS OF DEFAULT

An event of default under the Guarantee Agreement will occur upon the
failure of Success Bancshares to perform any of its payment obligations or the
failure of Success Bancshares to perform any other obligations thereunder that
remains unremedied for 30 days. The holders of not less than a majority in
aggregate Liquidation Amount of the Trust 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 Agreement. Any holder of the Trust Preferred Securities may institute
a legal proceeding directly against Success Bancshares to enforce its rights
under the Guarantee without first instituting a legal proceeding against Success
Capital, the Guarantee Trustee or any other person or entity.

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

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, other than during the occurrence and continuance of
a default by Success Bancshares in performance of the Guarantee, undertakes to
perform only such duties as are specifically set forth in the Guarantee
Agreement 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 this provision, the Guarantee
Trustee is under no obligation to exercise any of the powers vested in it by the
Guarantee Agreement at the request of any holder of the Trust Preferred
Securities unless it is offered reasonable security and 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
full payment of the Redemption Price of the Trust Preferred Securities, upon
full payment of the amounts payable pursuant to the Trust Agreement upon
dissolution of Success Capital or upon distribution of Junior Subordinated
Debentures to the holders of the Trust 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 Trust Preferred Securities must restore payment of any
sums paid under the Trust Preferred Securities or the Guarantee.

GOVERNING LAW

The Guarantee Agreement will be governed by and construed in accordance
with the laws of the State of New York.

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

FULL AND UNCONDITIONAL GUARANTEE

Payments of Distributions and other amounts due on the Trust Preferred
Securities (to the extent Success Capital has funds available for the payment of
such Distributions) are irrevocably guaranteed by Success Bancshares as and to
the extent set forth under "Description of Guarantee." Taken together, Success
Bancshares' obligations under the Junior Subordinated Debentures, the Indenture,
the Trust Agreement and the Guarantee Agreement will provide, in the aggregate,
a full, irrevocable and unconditional guarantee of payments of distributions and
other amounts due on the Trust 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 those documents
that has the effect of providing a full, irrevocable and unconditional guarantee
of Success Capital's obligations under the Trust Preferred Securities. If and to
the extent that Success Bancshares does not make payments on the Junior
Subordinated Debentures, Success Capital will not pay Distributions or other
amounts due on the Trust Preferred Securities. The Guarantee does not cover
payment of Distributions when Success Capital does not have sufficient funds to
pay such Distributions. In such event, the remedy of a holder of the Trust
Preferred Securities is to institute Direct Action. The obligations of Success
Bancshares under the Guarantee will be subordinate and junior in right of
payment to all Senior and Subordinated Debt.

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 Trust Preferred Securities,
primarily because: (i) the aggregate principal amount of the Junior Subordinated
Debentures will be equal to the sum of the aggregate Liquidation Amount of the
Trust Preferred Securities and Common Securities, (ii) the interest rate and
interest and other payment dates on the Junior Subordinated Debentures will
match the rate of Distributions and Distribution and other payment dates for the
Trust Preferred Securities, (iii) Success Bancshares

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shall pay for all and any costs, expenses and liabilities of Success Capital
except Success Capital's obligations to holders of Trust Preferred Securities
and (iv) the Trust Agreement will further provide that Success Capital will not
engage in any activity that is not consistent with its limited purposes.

Notwithstanding anything to the contrary in the Indenture, Success
Bancshares has the right to set-off any payment it is otherwise required to make
thereunder with and to the extent Success Bancshares has theretofore made, or is
concurrently on the date of such payment making, a payment under the Guarantee.

ENFORCEMENT RIGHTS OF HOLDERS OF THE TRUST PREFERRED SECURITIES UNDER THE
GUARANTEE

A holder of Trust Preferred Securities may institute a legal proceeding
directly against Success Bancshares to enforce its rights under the Guarantee
without first instituting a legal proceeding against the Guarantee Trustee,
Success Capital or any other person or entity.

A default or event of default under any Senior and Subordinated Debt would
not constitute a default or Event of Default. However, in the event of payment
defaults under, or acceleration of, Senior and Subordinated Debt, the
subordination provisions of the Indenture provide that no payments may be made
in respect of the Junior Subordinated Debentures until such Senior and
Subordinated Debt has been paid in full or any payment default thereunder has
been cured or waived. Failure to make required payments on Junior Subordinated
Debentures would constitute an Event of Default.

LIMITED PURPOSE OF SUCCESS CAPITAL

The Trust Preferred Securities will evidence a beneficial interest in
Success Capital, and Success Capital exists for the sole purpose of issuing the
Trust Preferred Securities and investing the proceeds thereof in Junior
Subordinated Debentures and activities necessary or incidental thereto. A
principal difference between the rights of a holder of the Trust Preferred
Securities and a holder of a Junior Subordinated Debenture is that a holder of
Junior Subordinated Debentures is entitled to receive from Success Bancshares
the principal amount of and interest accrued on Junior Subordinated Debentures
held, while a holder of the Trust Preferred Securities is entitled to receive
Distributions from Success Capital (or from Success Bancshares under the
Guarantee) if and to the extent Success Capital has funds available for the
payment of such Distributions.

RIGHTS UPON DISSOLUTION

Upon any voluntary or involuntary dissolution of Success Capital, the
holders of Trust Preferred Securities will be entitled to receive, out of assets
held by Success Capital, the Liquidation Distribution in cash. See "Description
of Trust Preferred Securities--Dissolution of Success Capital and Distribution
of Junior Subordinated Debentures." Upon any voluntary or involuntary
liquidation or bankruptcy of Success Bancshares, the Property Trustee, as holder
of the Junior Subordinated Debentures, would be a subordinated creditor of
Success Bancshares, subordinated in right of payment to all Senior and
Subordinated Debt as set forth in the Indenture, but entitled to receive payment
in full of principal and interest, before any stockholders of Success Bancshares
receive payments or distributions. Since Success Bancshares will be the
guarantor under the Guarantee and agree to pay for all costs, expenses and
liabilities of Success Capital (other than Success Capital's obligations to the
holders of its Trust Preferred Securities), the positions of a holder of the
Trust Preferred Securities and a holder of Junior Subordinated Debentures
relative to other creditors and to stockholders of Success Bancshares in the
event of liquidation or bankruptcy of Success Bancshares are expected to be
substantially the same.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein,
counsel to the Company ("Counsel"), the following summary accurately describes
the material United States federal income tax consequences that may be relevant
to the purchase, ownership and disposition of Trust Preferred Securities. Unless
otherwise stated, this summary deals only with Trust Preferred Securities held
as capital assets by United States Persons (defined below) who purchase the
Trust Preferred Securities upon original issuance at their original offering
price. As used herein, a "United States Person" means a person that is (i) a
citizen or resident of the United States,

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(ii) a corporation, partnership or other entity created or organized in or under
the laws of the United States or any political subdivision thereof, (iii) an
estate the income of which is subject to United States federal income taxation
regardless of its source or (iv) a trust the income of which is subject to
United States federal income taxation regardless of its source; provided,
however, that for taxable years beginning after December 31, 1996 (or, if a
trustee so elects, for taxable years ending after August 20, 1996), a "United
States Person" shall include any trust if a court is able to exercise primary
supervision over the administration of such trust and one or more United States
fiduciaries have the authority to control all substantial decisions of such
trust. The tax treatment of holders may vary depending on their particular
situation. This summary does not address all the tax consequences that may be
relevant to a particular holder or to holders who may be subject to special tax
treatment, such as banks, real estate investment trusts, regulated investment
companies, insurance companies, dealers in securities or currencies, tax-exempt
investors or foreign investors. In addition, this summary does not include any
description of any alternative minimum tax consequences or the tax laws of any
state, local or foreign government that may be applicable to a holder of Trust
Preferred Securities. This summary is based on the Internal Revenue Code of
1986, as amended (the "Code"), the Treasury regulations promulgated thereunder
and administrative and judicial interpretations thereof, as of the date hereof,
all of which are subject to change, possibly on a retroactive basis.

The following discussion does not discuss the tax consequences that might
be relevant to persons that are not United States Persons ("non-United States
Persons"). Non-United States Persons should consult their own tax advisors as to
the specific United States federal income tax consequences of the purchase,
ownership and disposition of Trust Preferred Securities.

The authorities on which this summary is based are subject to various
interpretations and the opinions of Counsel are not binding on the Service or
the courts, either of which could take a contrary position. Moreover, no rulings
have been or will be sought from the Service with respect to the transactions
described herein. Accordingly, there can be no assurance that the Service will
not challenge the opinions expressed herein or that a court would not sustain
such a challenge. Nevertheless, Counsel has advised that it is of the view that,
if challenged, the opinions expressed herein would be sustained by a court with
jurisdiction in a properly presented case.

Holders should consult their own tax advisors with respect to the tax
consequences to them of the purchase, ownership and disposition of the Trust
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. For a discussion of the possible redemption of the Trust
Preferred Securities upon the occurrence of certain tax events, see "Description
of the Trust Preferred Securities--Redemption."

CLASSIFICATION OF SUCCESS CAPITAL

In connection with the issuance of the Trust Preferred Securities, Counsel
is of the opinion that, under current law and assuming compliance with the terms
of the Trust Agreement, and based on certain facts and assumptions contained in
such opinion, Success Capital will be classified as a grantor trust and not as
an association taxable as a corporation for United States federal income tax
purposes. As a result, each beneficial owner of the Trust Preferred Securities
(a "Securityholder") will be treated as owning an undivided beneficial interest
in the Junior Subordinated Debentures. Accordingly, each Securityholder will be
required to include in its gross income its pro rata share of the interest
income or OID that is paid or accrued on the Junior Subordinated Debentures. See
"--Interest Income and Original Issue Discount" herein. No amount included in
income with respect to the Trust Preferred Securities will be eligible for the
dividends received deduction.

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 Success Bancshares under current law, and, by acceptance of a
Trust Preferred Security, each holder covenants to treat the Junior Subordinated
Debentures as indebtedness and the Trust Preferred Securities as evidence of an
indirect beneficial ownership interest in the Junior Subordinated Debentures. No
assurance can be given, however, that such position of Success Bancshares will
not be challenged by the 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

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purposes as indebtedness of Success Bancshares. See "Risk Factors--Risks
Relating to Trust Preferred Securities--Uncertainty of Deductibility of Interest
on the Junior Subordinated Debentures and Related Possible Tax Law Changes."

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

Except as set forth below, stated interest on the Junior Subordinated
Debentures generally will be included in income by a Securityholder at the time
such interest income is paid or accrued in accordance with such Securityholder's
regular method of tax accounting.

Success Bancshares believes that, under the applicable Treasury
regulations, the Junior Subordinated Debentures will not be considered to have
been issued with "original issue discount" (OID) within the meaning of Section
1273(a) of the Code. If, however, Success Bancshares exercises its right to
defer payments of interest on the Junior Subordinated Debentures, the Junior
Subordinated Debentures will become OID instruments at such time and all
Securityholders will be required to accrue the stated interest on the Junior
Subordinated Debentures on a daily basis during the Extension Period, even
though Success Bancshares will not pay such interest until the end of the
Extension Period, and even though some Securityholders may use the cash method
of tax accounting. Moreover, thereafter the Junior Subordinated Debentures will
be taxed as OID instruments for as long as they remain outstanding. Thus, even
after the end of the Extension Period, all Securityholders would be required to
continue to include the stated interest on the Junior Subordinated Debentures in
income on a daily economic accrual basis, regardless of their method of tax
accounting and in advance of receipt of the cash attributable to such interest
income. Under the OID economic accrual rules, a Securityholder would accrue an
amount of interest income each year that approximates the stated interest
payments called for under the Junior Subordinated Debentures, and actual cash
payments of interest on the Junior Subordinated Debentures would not be reported
separately as taxable income.

The Treasury regulations described above have not yet been addressed in any
rulings or other interpretations by the Service, and it is possible that the
Service could take a contrary position. If the Service were to assert
successfully that the stated interest on the Junior Subordinated Debentures was
OID regardless of whether Success Bancshares exercises its right to defer
payments of interest on such debentures, all Securityholders would be required
to include such stated interest in income on a daily economic accrual basis as
described above.

DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES TO HOLDERS OF TRUST PREFERRED
SECURITIES

Under current law, a distribution by Success Capital of the Junior
Subordinated Debentures as described under the caption "Description of the Trust
Preferred Securities--Dissolution of Success Capital and Distribution of Junior
Subordinated Debentures" will be non-taxable and will result in the
Securityholder receiving directly its pro rata share of the Junior Subordinated
Debentures previously held indirectly through Success Capital, with a holding
period and aggregate tax basis equal to the holding period and aggregate tax
basis such Securityholder had in its Trust Preferred Securities before such
distribution. If, however, the dissolution of Success Capital were to occur
because Success Capital is subject to United States federal income tax with
respect to income accrued or received on the Junior Subordinated Debentures as a
result of a Tax Event or otherwise, the distribution of Junior Subordinated
Debentures to Securityholders by Success Capital could be a taxable event to
Success Capital and each Securityholder, and a Securityholder would recognize
gain or loss as if the Securityholder had exchanged its Trust Preferred
Securities for the Junior Subordinated Debentures it received upon the
liquidation of Success Capital. A Securityholder would recognize interest income
in respect of Junior Subordinated Debentures received from Success Capital in
the manner described above under "--Interest Income and Original Issue Discount"
herein.

SALES OR REDEMPTION OF TRUST PREFERRED SECURITIES

Gain or loss will be recognized by a Securityholder on a sale of Trust
Preferred Securities (including a redemption for cash) in an amount equal to the
difference between the amount realized (which for this purpose, will exclude
amounts attributable to accrued interest or OID not previously included in
income) and the Securityholder's adjusted tax basis in the Trust Preferred
Securities sold or so redeemed. Gain or loss recognized by a Securityholder on
Trust Preferred Securities held for more than one year will generally be taxable
as long-term capital gain or loss.

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Amounts attributable to accrued interest with respect to a Securityholder's pro
rata share of the Junior Subordinated Debentures not previously included in
income will be taxable as ordinary income.

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING

The amount of OID accrued on the Trust Preferred Securities held of record
by United States Persons (other than corporations and other exempt
Securityholders), if any, will be reported to the Service. "Backup" withholding
at a rate of 31% will apply to payments of interest to non-exempt United States
Persons unless the Securityholder furnishes its taxpayer identification number
in the manner prescribed in applicable Treasury Regulations, certifies that such
number is correct, certifies as to no loss of exemption from backup withholding
and meets certain other conditions. Any amounts withheld from a Securityholder
under the backup withholding rules will be allowed as a refund or a credit
against such Securityholder's United States federal income tax liability,
provided the required information is furnished to the Service.

POSSIBLE TAX LAW CHANGES AFFECTING THE TRUST PREFERRED SECURITIES

The Clinton Administration's budget proposals for fiscal year 1998 included
a proposal that could affect the tax characteristics of the Junior Subordinated
Debentures. Under the Administration's proposal, no deduction would be allowed
for interest or OID on an instrument issued by a corporation that has a maximum
term of more than 40 years, or is payable in stock of the issuer or a related
party. The budget announcement also stated that no such deduction would be
allowed for certain indebtedness that is reflected as equity on the issuer's
balance sheet.

Similar proposals were made by the Administration in 1996. The Revenue
Reconciliation Bill of 1996 (the "1996 Bill") would, among other things, have
denied interest deductions for interest on an instrument, issued by a
corporation, that had a maximum term of more than 20 years and that was not
shown as indebtedness on the separate balance sheet of the issuer or, where the
instrument was issued to a related party (other than a corporation), where the
holder or some other related party issued a related instrument that is not shown
as indebtedness on the issuer's consolidated balance sheet. Neither the 1998
proposal nor the 1996 Bill was ever enacted. However, enactment of these
proposals could affect deduction of interest expenses and OID with respect to
the Junior Subordinated Debentures. This, in turn, could create a Tax Event
affecting the Trust Preferred Securities.

There also can be no assurance that other future legislative proposals or
final legislation will not affect the ability of Success Bancshares to deduct
interest on the Junior Subordinated Debentures. Such a change could give rise to
a Tax Event, which may permit Success Bancshares, upon approval of the Federal
Reserve, if then required under applicable capital guidelines or policies of the
Federal Reserve, to cause a redemption of the Trust Preferred Securities. See
"Description of the Trust Preferred Securities--Redemption--Tax Event
Redemption" and "Description of Junior Subordinated Debentures--Redemption."

ERISA CONSIDERATIONS

Success Bancshares, the obligor with respect to the Junior Subordinated
Debentures held by Success Capital, and its affiliates and the Property Trustee
may be considered a "party in interest" (within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")) or a "disqualified
person" (within the meaning of Section 4975 of the Code) with respect to many
employee benefit plans ("Plans") that are subject to ERISA. Any purchaser
proposing to acquire Trust Preferred Securities with assets of any Plan should
consult with its counsel. The purchase and/or holding of Trust Preferred
Securities by a Plan that is subject to the fiduciary responsibility provisions
of ERISA or the prohibited transaction provisions of Section 4975 of the Code
(including individual retirement arrangements and other plans described in
Section 4975(e)(1) of the Code) and with respect to which Success Bancshares,
the Property Trustee or any affiliate is a service provider (or otherwise is 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
Trust Preferred Securities are acquired pursuant to and in accordance with an
applicable exemption, such as Prohibited Transaction Class Exemption ("PTCE")
84-14 (an exemption for certain transactions determined by an independent
qualified professional asset manager), PTCE 91-38 (an exemption for certain
transactions involving bank collective investment funds), PTCE 90-1 (an
exemption for certain transactions involving insurance company pooled separate
accounts), PTCE 95-60 (an exemption for transactions involving

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certain insurance company general accounts) or PTCE 96-23 (an exemption for
certain transactions determined by an in-house asset manager). In addition, a
Plan fiduciary considering the purchase of Trust Preferred Securities should be
aware that the assets of Success Capital may be considered "plan assets" for
ERISA purposes. In such event, service providers with respect to the assets of
Success Capital may become parties in interest or disqualified persons with
respect to investing Plans, and any discretionary authority exercised with
respect to the Junior Subordinated Debentures by such persons could be deemed to
constitute a prohibited transaction under ERISA or the Code. In order to avoid
such prohibited transactions, each investing Plan, by purchasing the Trust
Preferred Securities, will be deemed to have directed Success Capital to invest
in the Junior Subordinated Debentures and to have appointed the Property
Trustee.

DESCRIPTION OF SUCCESS BANCSHARES CAPITAL STOCK

GENERAL

Success Bancshares is authorized to issue 7,500,000 shares, $0.001 par
value per share, of common stock (the "Common Stock") and 1,000,000 shares,
$0.001 par value per share, of preferred stock (the "Preferred Stock"). As of
December 31, 1997, there were issued and outstanding 2,918,324 shares of Common
Stock and no shares of Preferred Stock, with 153,340 additional shares of Common
Stock reserved for issuance upon the exercise of currently outstanding options,
each of which represents the right to purchase one share of Common Stock. Each
share of Common Stock has the same relative rights as, and is identical in all
respects with, each other share of Common Stock.

COMMON STOCK

Dividends

The holders of Common Stock are entitled to receive and share equally in
such dividends, if any, declared by the Board of Directors out of funds legally
available therefor. Success Bancshares may pay dividends if, as and when
declared by its Board of Directors. The payment of dividends by Success
Bancshares is subject to limitations which are imposed by the Delaware General
Corporation Law (the "DGCL"). Under these restrictions, dividends may be paid
only out of "surplus," as defined by the DGCL, or, if there should be no
surplus, out of the corporation's net profits for the fiscal year in which the
dividend is declared and/or the preceding fiscal year. If Success Bancshares
issues Preferred Stock, the holders thereof may have a priority over the holders
of the Common Stock with respect to dividends.

Voting Rights

The holders of Common Stock possess voting rights in Success Bancshares.
Shareholders elect Success Bancshares' Board of Directors and act on such other
matters as are required to be presented to them under the DGCL or Success
Bancshares' Certificate of Incorporation or as are otherwise presented to them
by the Board of Directors. Each holder of Common Stock is entitled to one vote
per share and will not have any right to cumulate votes in the election of
Directors. Accordingly, holders of more than 50% of the outstanding shares of
Common Stock are able to elect all of the Directors to be elected each year.
Although there are no present plans to do so, if Success Bancshares issues
Preferred Stock, holders of the Preferred Stock may also possess voting rights.
See "--Certain Anti-Takeover Effects of Success Bancshares' Certificate of
Incorporation and By-laws and Delaware Law."

Liquidation

In the event of any liquidation, dissolution or winding-up of Success
Bancshares, the holders of its Common Stock would be entitled to receive, after
payment or provision for payment of all debts and liabilities of Success
Bancshares, all assets of Success Bancshares available for distribution. If
Preferred Stock is issued, the holders thereof may have a priority over the
holders of the Common Stock in the event of any liquidation or dissolution.

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Preemptive Rights and Redemption

Holders of Common Stock are not entitled to preemptive rights with respect
to any shares which may be issued by Success Bancshares in the future. The
Common Stock is not subject to mandatory redemption by Success Bancshares.

PREFERRED STOCK

The Board of Directors is authorized, pursuant to Success Bancshares'
Certificate of Incorporation, to issue one or more series of Preferred Stock
with respect to which the Board, without stockholder approval, may determine
voting, conversion and other rights which could adversely affect the rights of
holders of Common Stock. The rights of the holders of the Common Stock would
generally be subject to the prior rights of the Preferred Stock with respect to
dividends, liquidation preferences and other matters. Among other things,
Preferred Stock could be issued by Success Bancshares to raise capital or to
finance acquisitions. The issuance of Preferred Stock under certain
circumstances could have the effect of delaying or preventing a change in
control of Success Bancshares. Success Bancshares has no present plans to issue
any shares of Preferred Stock.

CERTAIN ANTI-TAKEOVER EFFECTS OF SUCCESS BANCSHARES' CERTIFICATE OF
INCORPORATION AND BY-LAWS AND DELAWARE LAW

General

Certain provisions of Success Bancshares' Certificate of Incorporation,
By-laws and the DGCL may have the effect of impeding the acquisition of control
of Success Bancshares by means of a tender offer, a proxy fight, open-market
purchases or otherwise in a transaction not approved by the Board of Directors.

These provisions may have the effect of discouraging a future takeover
attempt which is not approved by the Board of Directors but which individual
shareholders may deem to be in their best interests or in which shareholders may
receive a substantial premium for their shares over then current market prices.
As a result, shareholders who might desire to participate in such a transaction
may not have an opportunity to do so. Such provisions will also render the
removal of the current Board of Directors or management of Success Bancshares
more difficult.

The provisions of the Certificate of Incorporation and By-laws described
below are designed to reduce, or have the effect of reducing, the vulnerability
of Success Bancshares to an unsolicited proposal for the restructuring or sale
of all or substantially all of the assets of Success Bancshares or an
unsolicited takeover attempt which is unfair to shareholders.

The following description of certain of the provisions of the Certificate
of Incorporation and By-laws of Success Bancshares is necessarily general and is
qualified in its entirety by reference to the Certificate of Incorporation and
By-laws of Success Bancshares.

Authorized Shares

Success Bancshares' Certificate of Incorporation authorizes the issuance of
7,500,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. The
shares of Common Stock and Preferred Stock have been authorized in an amount
which provides the Board of Directors with as much flexibility as possible to
effect, among other things, transactions, financings, acquisitions, stock
dividends, stock splits and employee stock options. However, these authorized
shares may also be used by the Board of Directors consistent with its fiduciary
duty to deter future attempts to gain control of Success Bancshares. The Board
of Directors also has sole authority to determine the terms of any one or more
series of Preferred Stock, including voting rights, conversion rates and
liquidation preferences. As a result of the ability to fix voting rights for a
series of Preferred Stock, the Board of Directors has the power to the extent
consistent with its fiduciary duty to issue a series of Preferred Stock to
persons friendly to management in order to attempt to block a merger or other
transaction by which a third party seeks control, and thereby assist the
incumbent Board of Directors and management to retain their respective
positions.

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<PAGE> 90

Classified Board of Directors; Filling of Board Vacancies

The Board of Directors is divided into three classes, each of which
contains approximately one-third of the whole number of the members of the Board
of Directors. Each class serves a staggered three-year term, with approximately
one-third of the total number of Directors being elected each year. The
Certificate of Incorporation and By-laws provide that the size of the Board of
Directors is determined by a majority of the Directors. The Certificate of
Incorporation and By-laws also provide that any vacancy occurring in the Board
of Directors, including a vacancy created by an increase in the number of
Directors or resulting from death, resignation, retirement, disqualification,
removal from office or other cause, shall be filled for the remainder of the
unexpired term exclusively by a majority vote of the Directors then in office.
Shareholders may elect Directors at either an annual or special meeting. Under
the DGCL, members of a staggered board may only be removed for cause unless the
corporation's certificate of incorporation provides otherwise. Success
Bancshares' Certificate of Incorporation does not provide for removal of
Directors without cause. The staggered board is intended to provide for
continuity of the Board of Directors and to make it more difficult and time
consuming for a stockholder group to fully use its voting power to gain control
of the Board of Directors without the consent of the incumbent Board of
Directors.

Cumulative Voting; Action by Written Consent and Shareholder Meetings

The Certificate of Incorporation does not provide for cumulative voting for
any purpose. The Certificate of Incorporation and By-laws also provide that any
action required or permitted to be taken by the shareholders at an annual or
special meeting may be effected by written consent in lieu of a meeting.
Directors also retain the right to postpone any previously scheduled stockholder
meeting and adjourn any stockholder meeting at any time, whether or not a quorum
is present.

Delaware Business Combination Statute

Section 203 of the DGCL provides that, subject to certain exceptions
specified therein, an "interested stockholder" of a Delaware corporation shall
not engage in any business combination, including mergers or consolidations or
acquisitions of additional shares of the corporation, with the corporation for a
three-year period following the time that such stockholder becomes an interested
stockholder unless (i) prior to such time, the board of directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding certain shares) or (iii) at or subsequent to such time, the
business combination is approved by the board of directors of the corporation
and authorized at an annual or special meeting of shareholders by the
affirmative vote of at least 66% of the outstanding voting stock which is not
owned by the interested stockholder. Except as otherwise specified in Section
203, an interested stockholder is defined to include any person that is (x) the
owner of 15% or more of the outstanding voting stock of the corporation or (y)
an affiliate or associate of the corporation and was the owner of 15% or more of
the outstanding voting stock of the corporation at any time within the
three-year period immediately prior to the date of determination, and the
affiliates and associates of any such person.

Under certain circumstances, Section 203 makes it more difficult for a
person who would be an interested stockholder to effect various business
combinations with a corporation for a three-year period. Success Bancshares has
not elected to be exempt from the restrictions imposed under Section 203. The
provisions of Section 203 may encourage persons interested in acquiring Success
Bancshares to negotiate in advance with the Board of Directors of Success
Bancshares since the shareholder approval requirement would be avoided if a
majority of the Directors then in office approves either the business
combination or the transaction which results in any such person becoming an
interested stockholder. Such provisions also may have the effect of preventing
changes in the management of Success Bancshares. It is possible that such
provisions could make it more difficult to accomplish transactions which Success
Bancshares's shareholders may otherwise deem to be in their best interests.

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<PAGE> 91

Amendment of the Certificate of Incorporation and By-laws

The Certificate of Incorporation provides that the affirmative vote of the
holders of at least 80% of the voting stock, voting together as a single class,
is required to amend provisions of the Certificate of Incorporation relating to
Board of Directors and shareholder amendment of the Certificate of Incorporation
and By-laws, limitation of Directors' liability for monetary damages,
shareholder action without a meeting and the number, election and term of
Success Bancshares' Directors. By-laws may be amended only by the Board of
Directors of Success Bancshares or by the affirmative vote of the holders of at
least 80% of the voting stock, voting together as a single class.

Certain By-law Provisions

The By-laws of Success Bancshares also require a shareholder who intends to
nominate a candidate for election to the Board of Directors or to raise new
business at a shareholder meeting to provide advance notice to the Secretary of
Success Bancshares. The notice provision requires a shareholder who desires to
raise new business to provide certain information to Success Bancshares
concerning the nature of the new business, the shareholder and such
shareholder's interest in the business matter. Similarly, a shareholder wishing
to nominate any person for election as a Director must provide Success
Bancshares with certain information concerning the nominee and such proposing
shareholder.

The provisions described above are intended to reduce Success Bancshares'
vulnerability to takeover attempts and certain other transactions which have not
been negotiated with and approved by members of its Board of Directors.

Attempts to take over corporations have recently become increasingly
common. An unsolicited non-negotiated proposal can seriously disrupt the
business and management of a corporation and cause it great expense.
Accordingly, the Board of Directors believes it is in the best interests of
Success Bancshares and its shareholders to encourage potential acquirors to
negotiate directly with management and that these provisions will encourage such
negotiations and discourage non-negotiated takeover attempts. It is also the
view of the Board of Directors that these provisions should not discourage
persons from proposing a merger or other transaction at a price that reflects
the true value of Success Bancshares and that otherwise is in the best interest
of all shareholders.

LIMITATIONS ON DIRECTORS' AND OFFICERS' LIABILITY AND INDEMNIFICATION

The Certificate of Incorporation provides that a Director of Success
Bancshares will not be personally liable to Success Bancshares or its
shareholders for monetary damages for breach of fiduciary duty as a Director,
except, if required by the DGCL as amended from time to time, for liability (i)
for any breach of the Director's duty of loyalty to Success Bancshares or its
shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, which concerns unlawful payments of dividends, stock purchases or
redemptions or (iv) for any transaction from which the Director derived an
improper personal benefit. Neither the amendment nor repeal of such provision
will eliminate or reduce the effect of such provision in respect of any matter
occurring, or any cause of action, suit or claim that, but for such provision,
would accrue or arise prior to such amendment or repeal.

While the Certificate of Incorporation provides Directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the Certificate of Incorporation will have no
effect on the availability of equitable remedies such as an injunction or
recission based on a Director's breach of his or her duty of care.

The Certificate of Incorporation provides that each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person, or a person of whom such
person is the legal representative, is or was a Director or officer of Success
Bancshares or is or was serving at the request of Success Bancshares as a
Director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether or not the basis of such proceeding is

86
<PAGE> 92

alleged action in an official capacity as agent, will be indemnified and held
harmless by Success Bancshares to the fullest extent authorized by the DGCL, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits Success Bancshares to
provide broader indemnification rights than said law permitted Success
Bancshares to provide prior to such amendment), against all expense, liability
and loss reasonably incurred or suffered by such person in connection therewith.
Such rights are not exclusive of any other right which any person may have or
thereafter acquire under any statute, provision of the Certificate of
Incorporation, By-laws, agreement, vote of shareholders or disinterested
directors or otherwise. No repeal or modification of such provision will in any
way diminish or adversely affect the rights of any Director, officer, employee
or agent of Success Bancshares thereunder in respect of any occurrence or matter
arising prior to any such repeal or modification. The Certificate of
Incorporation also specifically authorizes Success Bancshares to maintain
insurance and to grant similar indemnification rights to employees or agents of
Success Bancshares.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to Directors, officers or persons controlling Success
Bancshares pursuant to the foregoing provisions, Success Bancshares has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement (the
"Underwriting Agreement"), dated __________, 1998, between Success Bancshares,
Success Capital, EVEREN Securities, Inc. and Tucker Anthony Incorporated (the
"Underwriters"), Success Capital has agreed to sell to the Underwriters, and the
Underwriters have agreed to purchase from Success Capital, the aggregate
Liquidation Amount of Trust Preferred Securities set forth opposite their
respective names below at the public offering price subject to the underwriting
commissions set forth on the cover page of this Prospectus:

<TABLE>
<CAPTION>
UNDERWRITER LIQUIDATION AMOUNT
----------- ------------------
<S> <C>
EVEREN Securities, Inc................................ $
Tucker Anthony Incorporated........................... $
-----------
Total $15,000,000
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all of the Trust Preferred Securities offered hereby
if any of such Trust Preferred Securities are purchased.

The Underwriters have advised Success Bancshares and Success Capital that
they propose to offer the Trust Preferred Securities directly 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 $0.20 per Trust
Preferred Security. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $0.10 per Trust Preferred Security to certain other
dealers. After the public offering, the public offering price, concession and
reallowance and other selling terms may be changed by the Underwriters.
Because the National Association of Securities Dealers, Inc. ("NASD") may view
the Trust Preferred Securities as interests in a direct participation program,
the offering of the Trust Preferred Securities is being made in compliance with
the applicable provisions of Rule 2810 of the NASD's Conduct Rules.

Success Bancshares and Success Capital have granted the Underwriters an
option, exercisable within 30 days of the date of this Prospectus, to purchase
up to an additional $2,250,000 aggregate Liquidation Amount of Trust Preferred
Securities to cover over-allotments, if any, at the public offering price plus
accrued Distributions. The Underwriters may exercise such option only for the
purpose of covering over-allotments, if any, made in connection with the
distribution of the Trust Preferred Securities offered hereby.

In view of the fact that the proceeds from the sale of the Trust Preferred
Securities will be used to purchase the Junior Subordinated Debentures issued by
Success Bancshares, Success Bancshares has agreed to pay as compensation for the
Underwriters' arranging the investment therein of such proceeds an amount equal
to $0.40 per Trust Preferred Security (or $600,000 ($690,000 if the
over-allotment option is exercised in full) in the aggregate). Success
Bancshares has also agreed to reimburse the Underwriters for their reasonable
out-of-pocket expenses, including legal fees and expenses relating to the
offering of the Trust Preferred Securities; provided that such reimbursement
may not exceed $25,000 without Success Bancshares' prior consent.

87
<PAGE> 93

Each of Success Bancshares and Success Capital has agreed to indemnify the
Underwriters and their controlling persons against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments the
Underwriters may be required to make in respect thereof.

In connection with the offering of Trust Preferred Securities, the
Underwriters may engage in transactions that are intended to stabilize,
maintain or otherwise affect the market price of the Trust Preferred
Securities. Such transactions may include an overallotment, creating a
syndicate short position. The Underwriters may also bid for and purchase
Trust Preferred Securities. These activities stabilize or maintain the market
price of the Trust Preferred Securities above independent market levels. The
Underwriters are not required to engage in these activities and may end these
activities at any time.

EVEREN Securities, Inc. served as the underwriter in the initial public
offering of Success Bancshares common stock consummated in October 1997, and has
made a market in the common stock since such time. In addition, the
Underwriters or their affiliates may provide in the future investment banking
services to Success Bancshares and its affiliates, for which such Underwriters
or their affiliates would expect to receive customary fees and commissions.

LEGAL MATTERS

Certain matters of Delaware law relating to the validity of the Trust
Preferred Securities, the enforceability of the Trust Agreement and the creation
of Success Capital will be passed upon by Morris, Nichols, Arsht & Tunnell,
special Delaware counsel to Success Bancshares and Success Capital. The validity
of the Guarantee and the Junior Subordinated Debentures and certain matters
relating to United States federal income tax considerations will be passed upon
for Success Bancshares by Much Shelist Freed Denenberg Ament Bell & Rubenstein,
P.C., Chicago, Illinois. Certain legal matters will be passed upon for the
Underwriters by Barack Ferrazzano Kirschbaum Perlman & Nagelberg, Chicago,
Illinois.

EXPERTS

The consolidated financial statements of the Company as of December 31,
1997 and 1996 and for each of the years in the three-year period ended December
31, 1997 (included in this Prospectus and the Registration Statement of which it
is a part) have been audited by McGladrey & Pullen LLP, independent certified
public accountants, as set forth in their report thereon included herein. The
consolidated financial statements referenced above are included in reliance upon
such report and upon the authority of said firm as experts in auditing and
accounting.

The Company dismissed Crowe, Chizek and Company LLP, its independent
certified public accountants, effective October 1995. In connection with the
1993 and 1994 audits and during the interim period prior to the dismissal, there
were no disagreements with the former accountants on any matter or accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure. The former accountant's reports included in the 1993 and 1994
financial statements were unqualified. The Company engaged McGladrey & Pullen,
LLP as its new independent public accountants effective with the dismissal of
its former accountants. During the Company's 1993 and 1994 fiscal years and
during the interim period prior to engagement there were no consultations with
McGladrey & Pullen, LLP with regard to either the application of accounting
principles as to any specific transaction, either completed or proposed; the
type of audit opinion that would be rendered on the Company's financial
statements or any matter of disagreements with the former accountants. The
Board of Directors approved the Audit Committee's recommendation to change
accountants. In consideration of Crowe, Chizek and Company LLP providing
assurances to the Underwriters with respect to the Company's financial
information prior to 1995 included in this Prospectus, the Company agreed to
defend, indemnify and hold harmless to the extent permitted by law Crowe, Chizek
and Company LLP and its personnel from any claim which arises from such
financial information, including attorney's fees and costs of defense. This
indemnification is inoperable if Crowe, Chizek and Company LLP is held liable
for professional malpractice or pays any final or non-appealable settlement.

AVAILABLE INFORMATION

Success Bancshares and Success Capital have jointly filed a Registration
Statement on Form S-1 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with the Commission in
connection with the Trust Preferred Securities offered by this Prospectus. This
Prospectus does not contain all of the information set forth in the Registration
Statement. Success Bancshares is subject to the informational requirements of
the Exchange Act, and in accordance therewith files reports, proxy statements
and other information with the Commission. Such materials, in addition to the
Registration Statement, may be inspected and copies thereof may be obtained at
prescribed rates from the Public Reference Facilities of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Office of the
Commission at the following locations: Seven World Trade Center, Suite 1300, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. This information is also available on the Internet at the Commission's
web site. The address for the web site is: http://www.sec.gov. The Registration
Statement and such reports, proxy statements and other information may also be
inspected at the offices of The Nasdaq Stock Market, 1735 K Street, N.W.,
Washington, D.C. 20006.

For further information with respect to Success Bancshares, Success Capital
and the securities offered hereby, reference is hereby made to the Registration
Statement and the exhibits and the financial statements, notes and schedules
filed as a part thereof. Statements contained in this Prospectus concerning the
provisions of any contract, agreement or other document are not necessarily
complete, and in each instance reference is made to the

88
<PAGE> 94

copy of such contract, agreement or other document filed as an exhibit to the
Registration Statement for a full statement of the provisions thereof. Each such
statement in this Prospectus is qualified in all respects by such reference.

No separate financial statements of Success Capital have been included
herein. Success Bancshares and Success Capital do not consider that such
financial statements would be material to holders of the Trust Preferred
Securities because Success Capital is a newly-formed special purpose entity, has
no operating history or independent operations and is not engaged in and does
not propose to engage in any activity other than holding as trust assets the
Junior Subordinated Debentures of Success Bancshares and issuing the Trust
Securities. See "Prospectus Summary--Success Capital," "Description of Trust
Preferred Securities," "Description of Junior Subordinated Debentures" and
"Description of Guarantee."

89
<PAGE> 95

INDEX TO FINANCIAL STATEMENTS

SUCCESS BANCSHARES, INC.

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of McGladrey & Pullen, LLP...................................................................... F-1

Consolidated Balance Sheets at December 31, 1997 and December 31, 1996................................. F-2

Consolidated Statements of Income for the years ended December 31, 1997, 1996 and 1995 ................ F-3

Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995 ............ F-4

Notes to Consolidated Financial Statements............................................................. F-5

</TABLE>

F-1

<PAGE> 96

Report of Independent Auditors

Board of Directors and Shareholders
Success Bancshares, Inc.
Lincolnshire, Illinois

We have audited the accompanying consolidated balance sheets of Success
Bancshares, Inc. and Subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, shareholders' equity, and cash flows
for the years ended December 31, 1997, 1996, and 1995. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Success Bancshares,
Inc. and Subsidiaries as of December 31, 1997 and 1996, and the results of their
operations and their cash flows for the years ended December 31, 1997, 1996, and
1995, in conformity with generally accepted accounting principles.

Schaumburg, Illinois McGladrey & Pullen, LLP
February 13, 1998

F-1

<PAGE> 97

Success Bancshares, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 1997 and 1996

<TABLE>
<CAPTION>
1997 1996
--------- ---------
(In thousands, except share data)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 23,901 $ 13,833
Interest-bearing time deposits with financial institutions -- 99
Securities available-for-sale 22,090 15,147
Securities held-to-maturity (fair value $32,439 and $33,060
at 1997 and 1996, respectively) 31,664 32,560
Real estate loans held-for-sale 65 117
Loans, less allowances for loan losses of $2,079 and $1,425
at 1997 and 1996, respectively 287,025 203,299
Premises and equipment, net 8,786 7,049
Other real estate owned 290 --
Interest receivable and other assets 4,898 4,245
--------- ---------
$ 378,719 $ 276,349
========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Non-interest bearing deposits $ 45,225 $ 42,596
Interest bearing deposits 284,199 202,509
--------- ---------
Total deposits 329,424 245,105
Note payable -- 4,815
Federal Home Loan Bank advances 10,720 5,152
Securities sold under repurchase agreements 3,814 4,255
Demand notes payable to U.S. Government 1,429 1,586
Convertible subordinated debentures 200 3,167
Interest payable and other liabilities 2,482 1,645
--------- ---------
Total liabilities 348,069 265,725
Minority interest in subsidiary bank 580 524
Shareholders' equity
Series B convertible preferred stock, $1 par value 100,000
shares unauthorized, 93,141 shares issued and outstanding
at 1996 -- 94

Common stock, $.001 par value at 1997 and $1 at 1996, 7,500,000
shares authorized, 2,918,324 and 953,391 shares issued and
outstanding, at 1997 and 1996, respectively 3 953

Class A common stock, $1 par value, 1,000,000 shares
authorized, -0- and 115,500 shares issued and
outstanding at 1997 and 1996, respectively -- 116
Additional paid-in capital 24,151 4,348
Retained earnings 6,352 5,305
Loan to Employee Stock Ownership Plan (158) (137)
--------- ---------
Total before unrealized loss on securities 30,348 10,679
Unrealized loss on securities, net of tax (278) (579)
--------- ---------
Total shareholders' equity 30,070 10,100
--------- ---------
$ 378,719 $ 276,349
========= =========
</TABLE>

See accompanying notes to Consolidated Financial Statements

F-2
<PAGE> 98

Success Bancshares, Inc. and Subsidiaries
Consolidated Statements of Income
Years Ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
1997 1996 1995
--------- ---------- ----------
(In thousands, except per share data)
<S> <C> <C> <C>
Interest income
Loans (including fee income) $ 21,746 $ 16,757 $ 14,956
Investment securities
Taxable 2,318 2,397 2,936
Exempt from federal income tax 425 451 572
Other interest income 423 245 211
-------- -------- --------
Total interest income 24,912 19,850 18,675

Interest expense
Deposits 11,190 8,632 8,771
Note payable 363 355 449
Convertible subordinated debentures 303 339 185
Other borrowings 1,005 694 481
-------- -------- --------
Total interest expense 12,861 10,020 9,886
-------- -------- --------

NET INTEREST INCOME 12,051 9,830 8,789
Provision for loan losses 766 310 207
-------- -------- --------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 11,285 9,520 8,582

Other operating income
Service charges on deposit accounts 1,879 1,402 1,134
Securities gains, net -- -- 25
Gains on sales of loans, net 61 109 84
Writedown of real estate loans held-for-sale, transferred
to portfolio -- (74) --
Credit card processing income 5,987 5,334 4,389
Other fees and commissions 264 378 372
-------- -------- --------
Total other operating income 8,191 7,149 6,004

Other operating expenses
Salaries and employee benefits 6,177 5,513 4,729
Occupancy and equipment expenses 2,044 1,715 1,388
Federal deposit and other insurance 199 113 350
Data processing 889 633 501
Credit card processing expenses 5,541 5,013 3,879
Other noninterest expenses 3,003 2,643 2,495
-------- -------- --------
Total other operating expenses 17,853 15,630 13,342
Minority interest in income of subsidiary bank 37 23 47
-------- -------- --------
INCOME BEFORE INCOME TAXES 1,586 1,016 1,197
Income tax expense 499 233 260
-------- -------- --------
NET INCOME 1,087 783 937
Preferred stock dividends 40 81 --
-------- -------- --------
NET INCOME APPLICABLE TO COMMON STOCK 1,047 $ 702 $ 937
======== ======== ========

Basic earnings per share $ .68 $ .66 $ .93
Diluted earnings per share $ .65 $ .63 $ .86
</TABLE>

See accompanying notes to Consolidated Financial Statements

F-3

<PAGE> 99

Success Bancshares, Inc. and Subsidiaries
Consolidated Statements of Shareholder's Equity
December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
Series B Class A Additional
Preferred Common Common Paid-In
Stock Stock Stock Capital
-------- --------- -------- ----------
(in thousands)
<S> <C> <C> <C> <C>
Balance at January 1, 1995 $ -- $ 1,025 -- 2,639
Net income -- -- -- --
Issuance of 16,186 shares of common stock -- 16 -- 94
Issuance of 40,000 shares of Class A common -- -- 40 560
Loan to ESOP -- -- -- --
Repayment of ESOP loan -- -- -- --
Change in unrealized net loss on securities, net of taxes -- -- -- --
------- ------- ------- -------
Balance at December 31, 1995 -- 1,041 40 3,293

Net income -- -- -- --
Issuance of 5,658 shares of common stock -- 6 -- 39
Issuance of 75,500 shares of Class A common stock -- -- 76 1,016
Conversion of common stock to series B preferred 94 (94) -- --
Series B Preferred stock dividends -- -- -- --
Repayment of ESOP loan -- -- -- --
Change in unrealized net loss on securities, net of taxes -- -- -- --
------- ------- ------- -------
Balance at December 31, 1996 $ 94 $ 953 $ 116 $ 4,348

Net income -- -- -- --
Issuance of 16,461 shares of common stock, through option exercise -- 16 -- 140
Change in par value per common share from $1.00 to $0.001 -- (1,061) -- 1,061
Series B Preferred stock dividends -- -- -- --
Conversion of Class A common stock into common stock -- -- (116) 116
Conversion of Series B preferred stock into common stock (94) 94 -- --
Issuance of 1,380,000 shares through initial public offering,
net of expenses -- 1 -- 15,539
Conversion of subordinated debentures into common stock -- -- -- 2,917
Loan to ESOP -- -- -- --
ESOP shares released -- -- -- 30
Change in unrealized net loss on securities, net of taxes -- -- -- --
------- ------- ------- -------
Balance at December 31, 1997 $ -- $ 3 $ -- $24,151
======= ======= ======= =======

<CAPTION>
Unrealized
Net Gain Total
Retained (Loss) on ESOP Shareholders'
Earnings Securities Loan Equity
-------- ----------- ----------- -------------
(in thousands)
<S> <C> <C> <C> <C>
Balance at January 1, 1995 $ 3,666 $ (1,295) $ (62) $ 5,973
Net income 937 -- -- 937
Issuance of 16,186 shares of common stock -- -- -- 110
Issuance of 40,000 shares of Class A common -- -- -- 600
Loan to ESOP -- -- (147) (147)
Repayment of ESOP loan -- -- 26 26
Change in unrealized net loss on securities, net of taxes -- 586 -- 586
-------- -------- -------- --------
Balance at December 31, 1995 4,603 (709) (183) 8,085

Net income 783 -- -- 783
Issuance of 5,658 shares of common stock -- -- -- 45
Issuance of 75,500 shares of Class A common stock -- -- -- 1,092
Conversion of common stock to series B preferred -- -- -- --
Series B Preferred stock dividends (81) -- -- (81)
Repayment of ESOP loan -- -- 46 46
Change in unrealized net loss on securities, net of taxes -- 130 -- 130
-------- -------- -------- --------
Balance at December 31, 1996 5,305 $ (579) (137) $ 10,100

Net income 1,087 -- -- 1,087
Issuance of 16,461 shares of common stock, through option exercise -- -- -- 156
Change in par value per common share from $1.00 to $0.001 -- -- -- --
Series B Preferred stock dividends (40) -- -- (40)
Conversion of Class A common stock into common stock -- -- -- --
Conversion of Series B preferred stock into common stock -- -- -- --
Issuance of 1,380,000 shares through initial public offering
net of expenses -- -- -- 15,540
Conversion of subordinated debentures into common stock -- -- -- 2,917
Loan to ESOP -- -- (50) (50)
ESOP shares released -- -- 29 59
Change in unrealized net loss on securities, net of taxes -- 301 -- 301
-------- -------- -------- --------
Balance at December 31, 1997 $ 6,352 $ (278) $ (158) $ 30,070
======== ======== ======== ========
</TABLE>

See accompanying notes to Consolidated Financial Statements

F-4

<PAGE> 100

Success Bancshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
1997 1996 1995
---------- --------- ----------
(In thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,087 $ 783 $ 937
Adjustments to reconcile net income to net cash
provided by operating activities
Premium amortization on securities, net of discount accretion (43) (49) (44)
Provision for loan losses 766 310 207
Depreciation and amortization 878 623 508
Provision for deferred taxes (279) (88) (208)
Minority interest in income of subsidiary bank 37 23 47
Net gains on sales of securities -- -- (25)
Loans originated for sale (3,373) (5,453) (9,652)
Proceeds from sales of loans 3,486 3,326 9,438
Net (gains) losses on sales of loans (61) (109) (84)
Writedown of loans held for sale, transferred to portfolio -- 74 --
Accretion of loan discount (65) (87) (62)
Deferred loan fees (74) 38 96
Change in interest receivables and other assets (374) (518) 606
Change in interest payable and other liabilities 837 605 25
Other 109 256 (175)
--------- --------- ---------
Net cash provided by (used in) operating activities 2,931 (266) 1,614

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of available-for-sale securities -- -- 5,803
Proceeds from maturities of available-for-sale securities 8,856 3,828 1,231
Purchases of available-for-sale securities (15,651) (3,906) (2,272)
Proceeds from maturities of held-to-maturity securities 1,381 3,171 2,990
Purchases of held-to-maturity securities (374) -- (1,834)
Changes in interest-bearing balances with financial institutions 99 100 298
Loans made to customers, net (84,643) (30,218) (32,112)
Proceeds from sales of other real estate -- -- 366
Premises and equipment expenditures (2,615) (2,889) (800)
Purchase of subsidiary bank common stock (5) (25) (84)
--------- --------- ---------
Net cash used in investing activities (92,952) (29,939) (26,414)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in non-interest bearing deposits $ 2,629 $ 7,428 $ 5,916
Increase in interest bearing deposits 81,690 10,369 17,222
Increase (decrease) in demand notes payable to US Government (157) 1,251 (249)
Increase (decrease) in securities sold under
agreements to repurchase (441) 2,387 59
Repayments of notes payable (7,815) (2,015) (1,690)
Proceeds from notes payable 3,000 3,000 1,000
Proceeds from Federal Home Loan Bank advances 11,750 4,000 6,000
Repayment of Federal Home Loan Bank advances (6,182) (4,798) (2,300)
Issuance of convertible subordinated debentures -- 755 400
Issuance of common stock 15,676 1,137 710
ESOP loan for common shares purchased by ESOP (50) -- (147)
Principal payment on ESOP loan 29 46 26
Dividends paid (40) (81) --
--------- --------- ---------
Net cash provided by financing activities 100,089 23,479 26,947
--------- --------- ---------
Increase (decrease) in cash and cash equivalents 10,068 (6,726) 2,147
Cash and cash equivalents at beginning of year 13,833 20,559 18,412
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 23,901 $ 13,833 $ 20,559
========= ========= =========
Supplemental disclosures of cash flow information
Cash paid during the year for: Interest on deposit $ 11,002 $ 8,647 $ 8,784
Interest on borrowings 1,708 1,373 1,144
Income taxes 570 352 121

Selected noncash investing activities
Other real estate acquired in settlement of loans $ 290 $ -- $ 226
</TABLE>

See accompanying notes to Consolidated Financial Statements

F-5
<PAGE> 101
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Success Bancshares, Inc. (the Company), through its subsidiary, Success National
Bank (the Bank), provides a full range of financial services to customers
through nine locations in the Chicago metropolitan area.

(a) Basis of Presentation: The consolidated financial statements of Success
Bancshares, Inc. include the accounts of the Company and its majority-owned
subsidiary, Success National Bank, and its wholly-owned subsidiary, Success
Realty Ventures, Inc. ("Success"). The Company owns 100% of the Bank's
preferred stock and approximately 92% of the Bank's common stock.
Significant intercompany accounts and transactions have been eliminated in
consolidation.

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. Significant estimates which are particularly
susceptible to change in a short period of time include the determination
of the allowance for possible loan losses. Actual results could differ from
those estimates.

(b) Cash and Cash Equivalents: Cash and cash equivalents include cash on hand,
noninterest-bearing amounts due from banks, interest-bearing demand
balances with banks, and federal funds sold. Generally, federal funds are
sold or purchased for one-day periods. Cash flows from loans originated by
the Bank, deposits, securities sold under agreements to repurchase and
demand notes payable to U.S. Government are reported net.

(c) Securities: Securities classified as held-to-maturity are those debt
securities the Company has both the positive intent and ability to hold to
maturity regardless of changes in market conditions, liquidity needs or
changes in general economic conditions. These securities are carried at
cost adjusted for amortization of premium and accretion of discount which
are recognized in interest income using the interest method over the period
to maturity. Transfer of debt securities into the held-to-maturity
classification from the available-for-sale classification are made at fair
value on the date of transfer. The unrealized gain or loss on the date of
transfer is retained as a separate component of stockholders' equity and in
the carrying value of the held-to-maturity securities. Such amounts are
amortized over the remaining contractual lives of the securities by the
interest method.

Securities classified as available-for-sale are those debt securities that
the Company intends to hold for an indefinite period of time, but not
necessarily to maturity. Any decision to sell a security classified as
available for sale would be based on various factors, including significant
movements in interest rates, changes in the maturity mix of the Company's
assets and liabilities, liquidity needs, regulatory capital considerations
and other similar factors. Securities available for sale are carried at
fair value. The difference between fair value and amortized cost results in
an unrealized gain or loss. Unrealized gains or losses are reported as
increases or decreases in stockholders' equity, net of the related deferred
tax effect. Realized gains or losses, determined on the basis of the cost
of specific securities sold, are included in earnings. Premiums and
discounts are recognized in interest income using the interest method over
their contractual lives.

(d) Real Estate Loans Held-for-Sale: Real estate loans held-for-sale are
carried at the lower of cost, net of loan fees collected, or fair value in
the aggregate. Loans are sold without recourse with servicing retained.
Gains and losses from the sale of loans are determined based upon the net
proceeds and the carrying value of the loans sold after allocating cost to
servicing rights retained. Net unrealized losses are recognized in a
valuation allowance by charges to income.

Transfer of loans held for sale to portfolio are accounted for at the lower
of cost or fair value at the date of transfer. The excess of the carrying
value over the fair value as of the transfer date is accreted into interest
income over the remaining estimated lives of the transferred loans. Cost
approximated fair value for loans held for sale as of December 31, 1997 and
1996.

F-6
<PAGE> 102
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(e) Loans: Loans that management has the intent and ability to hold for the
foreseeable future or until maturity or payoff ("portfolio" loans) are
stated net of unearned income, deferred loan fees, unaccreted discounts and
the allowance for loan losses. Interest on loans is accrued over the term
of the loan based on the amount of principal outstanding. For impaired
loans, accrual of interest is discontinued on a loan when management
believes, after considering collection efforts and other factors, that the
borrower's financial condition is such that collection of interest is
doubtful. Additionally, interest income is reduced for any amounts
previously accrued. Interest income is subsequently recognized only to the
extent cash payments are received and the principal is considered fully
collectible. Discounts are accreted into income over the estimated lives of
the loans on a method that approximates the interest method. Loan
origination fees and costs are deferred and recognized over the life of the
loan as a yield adjustment.

Because some loans may not be paid in full, an allowance for loan losses is
recorded. Increases to the allowance are recorded by a provision for loan
losses charged to expense. Estimating the risk of loss and the amount of
loss on any loan is necessarily subjective. Accordingly, the allowance is
maintained at a level considered adequate to cover possible losses that are
currently anticipated based on past loss experience, general economic
conditions, information about specific borrower situations including their
financial position and collateral values, and other factors and estimates
which are subject to change over time. A loan is charged-off by management
as a loss when deemed uncollectible, although collection efforts continue
and future recoveries may occur.

Commercial loans less than $100,000, residential real estate mortgages,
home equity loans, and installment loans are considered small balance
homogenous loan pools and are not evaluated for purposes of impairment. All
other loans are specifically evaluated for impairment. Loans are considered
impaired when, based on current information and events, it is probable that
the Company will not be able to collect all amounts due according to the
contractual terms of the loan agreement. The impairment is measured based
on the present value of expected future cash flows, or alternatively, the
observable market price of the loans or the fair value of the collateral.
However, for those loans that are collateral-dependent and for which
management has determined foreclosure is probable, the measure of
impairment of those loans is to be based on the fair value of the
collateral. The amount of impairment, if any, and any subsequent changes
are included in the allowance for loan losses.

(f) Premises and Equipment: Buildings, leasehold improvements, furniture, and
equipment are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are provided on the
straight-line method over estimated useful lives of the related assets.
Maintenance and repairs are expensed as incurred, while major improvements
are capitalized.

(g) Other Real Estate Owned: Other real estate owned (OREO) represents
properties acquired through foreclosure or other proceedings and is
initially recorded at fair value at the date of foreclosure, which
establishes a new cost. After foreclosure, OREO is held for sale and is
carried at the lower of cost or fair value less estimated costs of
disposal. Any write-down to fair value at the time of transfer to OREO is
charged to the allowance for loan losses. Property is evaluated regularly
to ensure the recorded amount is supported by its current fair value and
valuation allowances to reduce the carrying amount to fair value less
estimated costs to dispose are recorded as necessary. Revenue and expense
from the operations of OREO and changes in the valuation allowance are
included in the results of operations.

(h) Income Taxes: The Company files a consolidated income tax return with its
subsidiaries. Its share of the consolidated income tax provision is
computed on a separate return basis. Deferred taxes are provided using the
liability method to recognize deferred tax assets for deductible temporary
differences and operating loss and tax credit carryforwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.

F-7
<PAGE> 103
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(i) Earnings Per Share: In 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings per Share. Statement 128 replaced the
calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic
earnings per share excludes any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per
share amounts for all periods have been presented, and where appropriate,
restated to conform to the Statement 128 requirements.

(j) Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities: The Financial Accounting Standards Board
Statement No. 125, Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities, distinguishes transfers of
financial assets that are sales from transfers that are secured borrowings.
A transfer of financial assets in which the transferor surrenders control
over those assets is accounted for as a sale to the extent that
consideration other than beneficial interest in the transferred assets is
received in exchange. The Statement also establishes standards on the
initial recognition and measurement of servicing assets and other retained
interests and servicing liabilities, and their subsequent measurement. The
Statement requires that debtors reclassify financial assets pledged as
collateral and that secured parties recognize those assets and their
obligation to return them in certain circumstances in which the secured
party has taken control of those assets. In addition, the Statement
requires that a liability be derecognized only if the debtor is relieved of
its obligation through payment to the creditor or by being legally released
from being the primary obligor under the liability either judicially or by
the creditor. The Statement was effective for transactions occurring after
December 31, 1996, except for transactions relating to secured borrowings
and collateral for which the effective date is December 31, 1997. On
January 1, 1997, the Company adopted the Statement except for as it relates
to transactions involving secured borrowings and collateral. The effect of
adoption of this Statement was not material. Also, the Company believes the
adoption of the Statement for transactions relating to secured borrowings
and collateral will not have a material impact on its consolidated
financial statements.

(k) Current Accounting Developments: Comprehensive income: The Financial
Accounting Standards Board has issued Statement No. 130, Reporting
Comprehensive Income, that the Company will be required to adopt for its
year ended December 31, 1998. This pronouncement is not expected to have a
significant impact on the Company's financial statements. The Statement
establishes standards for the reporting and presentation of comprehensive
income and its components. The statement requires that items recognized as
components of comprehensive income be reported in a financial statement.
The statement also requires that a company classify items of other
comprehensive income by their nature in a financial statement, and display
the accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the equity section of a
statement of financial position. Comprehensive income at the Company
currently consists of unrealized gains and losses on securities
available-for-sale.

Segments of an enterprise: Statement of Financial Accounting Standard No.
131, Disclosures about Segments of an Enterprise and Related Information,
was issued in July 1997 by the Financial Accounting Standards Board. The
Statement requires the Company to disclose the factors used to identify
reportable segments including the basis of organization, differences in
products and services, geographic areas, and regulatory environments. The
Statement additionally requires financial results to be reported in the
financial statements for each reportable segment. The Statement is
effective for financial statement periods beginning after December 15,
1997. The Company does not believe the adoption of the statement will have
a material impact on the consolidated financial statements.

(l) Prior Year Reclassifications: Certain reclassifications were made to make
the 1996 and 1995 financial statements comparable with the 1997
presentation.

F-8
<PAGE> 104
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 2 - CASH AND CASH EQUIVALENTS

Cash and cash equivalents are comprised of the following at December 31:

<TABLE>
<CAPTION>
1997 1996
---- ----
(In thousands)
<S> <C> <C>
Cash and due from banks $ 16,337 $ 13,780
Interest-bearing demand balances with financial institutions 564 53
Federal funds sold 7,000 --
------------ ------------
$ 23,901 $ 13,833
============ ============
</TABLE>

At December 31, 1997 and 1996, reserves of $7.2 million and $2.5 million,
respectively, were required to be held as cash or on deposit with the Federal
Reserve Bank of Chicago. These reserves do not earn interest.

NOTE 3 - SECURITIES

The amortized cost, gross unrealized gains and losses, and fair values of
securities at December 31, 1997 are as follows:

<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -----
(In thousands)

<S> <C> <C> <C> <C>
Securities available-for-sale
U.S. Treasury $ 3,775 $ 17 $ -- $ 3,792
U.S. Government sponsored entities 3,346 1 (46) 3,301
States and political subdivisions
exempt from Federal income taxes 4,437 5 -- 4,442
Mortgage-backed securities 7,019 35 -- 7,054
SBA guaranteed loan participation certificates 3,221 28 (11) 3,238
Other securities 182 84 (3) 263
-------- -------- -------- --------
$ 21,980 $ 170 $ (60) $ 22,090
======== ======== ======== ========

Securities held-to-maturity

U.S. Treasury $ 246 $ 2 $ -- $ 248
U.S. Government sponsored entities 14,754 362 (154) 14,962
States and political subdivisions
Taxable 1,791 108 -- 1,899
Exempt from Federal income taxes 6,506 196 -- 6,702
Mortgage-backed securities 5,148 261 -- 5,409
Other securities 3,219 -- -- 3,219
-------- -------- -------- --------
$ 31,664 $ 929 $ (154) $ 32,439
======== ======== ======== ========
</TABLE>

The amortized cost and fair value of securities at December 31, 1997, by
contractual maturity, are shown below. Expected maturities of mortgage-backed
securities and SBA guaranteed loan participation certificates will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties. Therefore, these
securities are not included in the maturity categories in the following maturity
summary.

<TABLE>
<CAPTION>
Available-for-sale Held-to-maturity
------------------- -------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
--------- ----- --------- -----
(In thousands)

<S> <C> <C> <C> <C>
Due in one year or less $ 3,964 $ 3,950 $ 4,281 $ 4,264
Due after one year through five years 4,578 4,598 6,084 6,188
Due after five years through ten years 3,016 2,987 10,100 10,401
Due after ten years 182 263 6,051 6,177
Mortgage-backed securities and SBA
guaranteed loan participation certificates 10,240 10,292 5,148 5,409
------- ------- ------- -------
$21,980 $22,090 $31,664 $32,439
======= ======= ======= =======
</TABLE>

F-9
<PAGE> 105
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 3 - SECURITIES (CONTINUED)

The amortized cost, gross unrealized gains and losses, and fair values of
securities at December 31, 1996 are as follows:

<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -----
(In thousands)

<S> <C> <C> <C> <C>
Securities available-for-sale
U.S. Treasury $ 748 $ 6 $ -- $ 754
U.S. Government sponsored entities 5,846 2 (127) 5,721
States and political sub-divisions
exempt from Federal income taxes 1,565 6 (10) 1,561
Mortgage-backed securities 2,568 17 -- 2,585
SBA guaranteed loan participation certificates 4,337 3 (50) 4,290
Other securities 110 126 -- 236
-------- -------- -------- --------
$ 15,174 $ 160 $ (187) $ 15,147
======== ======== ======== ========

Securities held-to-maturity

U.S. Treasury $ 242 $ 3 $ -- $ 245
U.S. Government sponsored entities 15,368 279 (244) 15,403
States and political sub-divisions
Taxable 1,845 94 -- 1,939
Exempt from Federal income taxes 6,906 147 (12) 7,041
Mortgage-backed securities 5,804 233 -- 6,037
Other securities 2,395 -- -- 2,395
-------- -------- -------- --------
$ 32,560 $ 756 $ (256) $ 33,060
======== ======== ======== ========
</TABLE>

Proceeds from sales of securities available-for-sale and realized gross gains
and losses in 1997, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
(In thousands)

<S> <C> <C> <C>
Securities available-for-sale
Proceeds from sales $ -- $ -- $ 5,803
Gross gains $ -- $ -- $ 56
Gross losses $ -- $ -- $ 31
</TABLE>

Securities with a carrying value of approximately $32.2 and $24.2 million at
December 31, 1997 and 1996, respectively, were pledged to secure public deposits
and for other purposes as required or permitted by law.

NOTE 4 - LOANS

Loans at December 31, 1997 and 1996 consisted of the following:

<TABLE>
<CAPTION>
1997 1996
---- ----
(In thousands)

<S> <C> <C>
Commercial $ 87,506 $ 58,912
Residential real estate - mortgage 42,651 41,586
Commercial real estate - mortgage 63,469 43,334
Real estate - construction 13,409 12,282
Home equity 72,944 43,193
Other loans 9,685 6,118
------- -------
Total loans 289,664 205,425

Less
Unearned discount -- (2)
Deferred loan fees (187) (261)
Unaccreted discount resulting from loss on transfer
of loans from held-for-sale to portfolio (373) (438)
Allowance for loan losses (2,079) (1,425)
------- -------
Net loans $ 287,025 $ 203,299
========= =========
</TABLE>

F-10
<PAGE> 106
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 4 - LOANS (CONTINUED)

Activity in the allowance for loan losses is summarized below:

<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
(In thousands)

<S> <C> <C> <C>
Balance at beginning of year $ 1,425 $ 1,189 $ 1,000
Provision for loan losses 766 310 207
Recoveries on loans previously charged-off 37 4 1
Loans charged-off (149) (78) (19)
---------- ---------- ----------
Balance at end of year $ 2,079 $ 1,425 $ 1,189
========== ========== ==========
</TABLE>

Impaired loan information as of and for the years ended December 31, 1997 and
1996 is as follows:

<TABLE>
<CAPTION>
1997 1996
-------- --------
(In thousands)

<S> <C> <C>
Impaired loans for which no allowance has been provided $ 1,479 $ 450
Impaired loans for which an allowance has been provided -- --
-------- --------
Total loans determined to be impaired $ 1,479 $ 450
======== ========

Allowance provided for impaired loans, included in the allowance
for loan losses $ -- $ --
======== ========
Average recorded investment in impaired loans $ 1,869 $ 694
Interest income recognized from impaired loans $ 231 $ 101
Cash basis interest income recognized from impaired loans $ 79 $ 94
</TABLE>

Mortgage loans serviced for the Federal Home Loan Mortgage Corporation by the
Company are not included in the accompanying consolidated balance sheets. The
unpaid principal balances of these loans were approximately $50.1 and $53.4
million at December 31, 1997 and 1996, respectively.

NOTE 5 - PREMISES AND EQUIPMENT

Premises and equipment consisted of the following at December 31, 1997 and 1996:

<TABLE>
<CAPTION>
1997 1996
------- -------
(In thousands)

<S> <C> <C>
Land $ 2,904 $ 2,454
Building and leasehold improvements 5,444 4,458
Furniture and equipment 4,232 3,167
------- -------
Total cost 12,580 10,079
Less accumulated depreciation and amortization 3,794 3,030
------- -------
Net book value $ 8,786 $ 7,049
======= =======
</TABLE>

The Company has agreed to acquire a back office facility in 1998 for $1.6
million.

NOTE 6 - DEPOSITS

Deposits at December 31, 1997 and 1996 are summarized as follows:

<TABLE>
<CAPTION>
1997 1996
---------- ----------
(In thousands)

<S> <C> <C>
Demand deposits:
Non-interest-bearing $ 45,225 $ 42,596
Interest-bearing $ 76,058 $ 47,620
---------- ----------
Total demand deposits 121,283 90,216
Savings 19,389 19,022
Money market 32,940 34,486
Other deposits 17,015 22,696
Time:
Due within one year 91,444 50,477
Due within one to two years 40,262 18,269
Due within two to three years 3,020 5,878
Due within three to four years 2,417 1,479
Due thereafter 1,654 2,582
---------- ----------
Total time deposits 138,797 78,685
---------- ----------
Total deposits $ 329,424 $ 245,105
========== ==========
</TABLE>

F-11
<PAGE> 107
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 6 - DEPOSITS (CONTINUED)

Time deposits in amounts of $100,000 or more were approximately $48.0 million
and $29.9 million at December 31, 1997 and 1996, respectively.

Interest expense on deposits for the years ending December 31 is summarized as
follows:

<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
(In thousands)

<S> <C> <C> <C>
Interest-bearing demand $ 1,658 $ 1,200 $ 1,062
Savings 640 606 589
Money market 1,456 1,357 1,472
Other deposits 973 1,224 1,561
Time 6,463 4,245 4,087
--------- --------- ---------
$ 11,190 $ 8,632 $ 8,771
========= ========= =========
</TABLE>

NOTE 7 - BORROWING ARRANGEMENTS

Note payable at December 31, 1997 and 1996 is comprised of a $10.0 million
revolving line of credit with Cole Taylor Bank with interest at the prime rate
(8.50% at December 31, 1997) payable quarterly, maturing June 15, 1998.

The revolving line of credit is secured by the common and preferred stock of the
Bank owned by the Company.

In addition, the Bank's allowance for loan losses must be at least 100% of the
Bank's nonperforming loans. Nonperforming loans and other real estate are also
limited under the agreement to 20% of the Bank's capital.

The Bank can also borrow from the Federal Reserve Bank ("FRB") up to 75% of
loans pledged to the FRB. As of December 31, 1997 and 1996, there were no loans
pledged to the FRB and there were no borrowings outstanding at either date.

NOTE 8 - FEDERAL HOME LOAN BANK ADVANCES

At December 31, 1997 and 1996, advances from the Federal Home Loan Bank of
Chicago ("FHLB") were as follows:

<TABLE>
<CAPTION>
Advance Amount
Maturity Interest Frequency of ------------------------------
Date Rate Rate 1997 1996
Adjustment
-------- -------- ------------ ---------- ----------
(In thousands)

<S> <C> <C> <C> <C>
November, 1997 5.66% Fixed $ -- $ 2,000
August, 1998 5.98% Fixed 4,000 --
July, 1999 6.30% Fixed 2,000 --
May, 2002 (1) 6.83% Fixed 1,782 1,869
February, 2003 (1) 5.65% Fixed 1,223 1,283
July, 2004 (1) 6.38% Fixed 1,715 --
---------- ----------
$ 10,720 $ 5,152
========== ==========
</TABLE>
(1) 15 year amortizing advance with a seven year balloon.

The Bank maintains a collateral pledge agreement with the FHLB covering secured
advances. Under this agreement, first mortgages on improved residential property
not more than 90 days delinquent are pledged as collateral. Total loans pledged
to secure advances at December 31, 1997 and 1996 were approximately $39.5
million and $14.6 million, respectively.

F-12
<PAGE> 108
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 9 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase are overnight repurchase
agreements with customers of the Bank and consist of primarily U.S. government
sponsored entity obligations.

The securities underlying the agreements are book-entry securities. During the
period, the securities were delivered by appropriate entry into a third-party
custodian's account designated by the Bank under a written custodial agreement
that explicitly recognizes the customer's interest in the securities. At
December 31, 1997, no material amount of agreements to repurchase securities
sold were outstanding with any individual customer. Securities sold under
agreements to repurchase averaged $5.8 million and $4.1 million during 1997 and
1996, respectively, and the maximum amounts outstanding at any month-end during
1997 and 1996 were $12.0 million and $4.6 million, respectively. The weighted
average rate paid during 1997 and 1996 was 4.15% and 4.20%, respectively, and
the weighted average rate at the end of 1997 and 1996 was 4.54% and 4.23%.

NOTE 10 - CONVERTIBLE SUBORDINATED DEBENTURES

In 1992, the Company issued $2.2 million of ten year 9% convertible subordinated
debentures (the debentures). The debentures pay interest semi-annually. The
debentures are convertible at any time prior to maturity into common stock at
$8.57 per share. The Company can redeem the debentures (a) without paying a
premium if the book value per share of the Company's common stock equals or
exceeds the conversion price; or (b) with a premium of between 10% and 2%
depending on the redemption date. All but $200,000 of these debentures were
converted to common stock in October 1997.

In November 1995, the Company began a private placement of units consisting of
$4,000 principal amount of ten year convertible subordinated notes (the Notes)
and 400 shares of Class A Common Stock. The interest on the notes was payable
semi-annually. The rate on the notes was 15% for notes in denominations less
than $100,000 and 17% for notes of $100,000 or more. All of these notes were
converted into common stock of the Company in October 1997.

The following table summarizes the debentures and notes outstanding at December
31, 1997 and 1996:

<TABLE>
<CAPTION>
1997 1996
------ -------
(In thousands)

<S> <C> <C>
9% Debentures $ 200 $ 2,012
15% Notes -- 235
17% Notes -- 920
------ -------
$ 200 $ 3,167
====== =======
</TABLE>

NOTE 11 - SHAREHOLDERS' EQUITY AND CAPITAL STANDARDS

On July 23, 1997, the Company approved a 1.7 for 1 stock split effective July
30, 1997, on common shares. All references in the accompanying financial
statements to the number of common shares and per common share amounts have been
retroactively restated to reflect the stock split.

The Series B preferred stock was noncumulative and each share was convertible
into one share of common stock, which occurred in July 1997. All outstanding
shares were held by the Company's Employee Stock Ownership Plan.

The Company and the Bank are 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. The regulations require
the Company and the Bank to meet specific capital adequacy guidelines that
involve quantitative measures of assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting principles.
The capital classifications are also subject to qualitative judgments by the
regulators about risk weightings and other factors.

F-13
<PAGE> 109
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 11 - SHAREHOLDERS' EQUITY AND CAPITAL STANDARDS (CONTINUED)

Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum ratios (set forth in the
table below) of Tier I capital (as defined in the regulations) to total average
assets (as defined) ("leverage ratio") and minimum ratios of Tier I and total
capital (as defined) to risk-weighted assets (as defined). Management believes
that as of December 31, 1997 the Company and the Bank met all capital adequacy
requirements to which they were subject. As of December 31, 1997, the most
recent notification from the corresponding regulatory agency categorized the
Bank as well capitalized under the regulatory framework for prompt corrective
action. To be considered well capitalized, under this framework, the Bank must
maintain minimum leverage, Tier I and Total Capital ratios as set forth in the
following table. There are no conditions or events since the notification that
management believes has changed the Bank's category.

The required ratios and the Company's actual ratios at December 31, 1997 and
1996, are presented below:

<TABLE>
<CAPTION>
To Be Well Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Provisions
----------------------- --------------------- -----------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
(Dollars in thousands)

<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1997
Total Capital (to Risk Weighted Assets):
Consolidated $33,124 12.37% $21,425 8.0% Not Applicable
Bank 30,425 11.38 21,388 8.0 $26,734 10.0%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated 30,928 11.55 10,713 4.0 Not Applicable
Bank 28,346 10.60 10,694 4.0 16,041 6.0%
Tier 1 Capital (to Average Assets):
Consolidated 30,928 9.69 12,762 4.0 Not Applicable
Bank $28,346 8.90% $12,739 4.0% $15,924 5.0%

As of December 31, 1996
Total Capital (to Risk Weighted Assets):
Consolidated $14,475 8.00% $14,481 8.0% Not Applicable
Bank 20,207 11.20 14,471 8.0 $18,088 10.0%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated 11,203 6.20 7,240 4.0 Not Applicable
Bank 18,782 10.40 7,235 4.0 10,853 6.0%
Tier 1 Capital (to Average Assets):
Consolidated 11,203 4.37 7,688 4.0 Not Applicable
Bank $18,782 7.30% $ 7,673 4.0% $12,788 5.0%
</TABLE>

Banking regulations limit the amount of dividends that the Bank may pay without
the prior approval of regulatory authorities. As of December 31, 1997,
approximately $1.4 million of the Bank's retained earnings were available for
dividends without prior regulatory approval. In addition, the Company's debt
agreement with its lending institution requires the Bank to maintain minimum
capital requirements which serve to limit dividends from the Bank. Under the
debt agreement, the Company and the Bank are required to maintain minimum
capital of $28.0 million and $26.0 million, respectively, and minimum Tier I
capital to assets ratio for the Bank of 6%. The Company's and Bank's capital
levels exceed these requirements. The debt agreement imposes a more restrictive
dividend limitation on the Bank than the banking regulations. The Bank may not
declare a dividend, other than for the purpose of the Company's debt service,
without the written consent of Cole Taylor Bank. The Company cannot declare cash
dividends in excess of 50% of its annual earnings or acquire any of its own
stock without the written consent of Cole Taylor Bank.

NOTE 12 - EMPLOYEE STOCK OWNERSHIP PLAN

The Company maintains an Employee Stock Ownership Plan ("ESOP"), which also has
a 401(k) feature. The ESOP covers substantially all employees of the Bank. The
ESOP is internally leveraged. Loans from the Company to the ESOP to acquire
Company stock are recorded as a reduction of shareholders' equity. At December
31, 1997 and 1996, the fair value of unearned ("suspense") ESOP shares is
approximately $255,000 and $236,000, respectively. Suspense shares are released
and allocated to participants as

F-14
<PAGE> 110
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 12 - EMPLOYEE STOCK OWNERSHIP PLAN (CONTINUED)

the ESOP's debt to the Company is repaid. Employer contributions, including any
matching contribution for the 401(k) provision, are made at the discretion of
the Bank's Board of Directors. Contributions to the ESOP, which are not
materially different from the fair value of shares allocated to participants,
were partially funded through dividends on the Series B preferred stock during
1997, and fully in 1996. The fair value of dividends paid on suspense shares was
not material and was charged to retained earnings. Preferred dividends of
$40,000 and $81,000 were paid in 1997 and 1996, respectfully. For the year ended
December 31, 1997, $59,000 was recorded as compensation expense. During 1995,
contributions of $72,000 were charged to compensation expense.

Shares of the Company's stock held by the ESOP as of December 31, 1997 and 1996,
are shown in the following table. The allocated and unallocated shares as of
December 31, 1997 are approximations, as the 1997 participant allocation has not
yet been completed.

<TABLE>
<CAPTION>
1997 1996
------ ---------
Series B
Common Preferred
------ ---------

<S> <C> <C>
Shares allocated to participants 75,527 41,891
Suspense (unallocated) shares 18,577 12,898
------ ------
Total ESOP Shares 91,104 54,789
====== ======
</TABLE>

NOTE 13 - STOCK OPTIONS

In the past, the Company's Board of Directors has granted nonqualified options
to various members of senior management. The outstanding stock options may be
exercised at any time by the respective officers through a period ending three
years after termination of employment with the Bank or the Company. There were
no such options granted during 1997 or 1996.

In 1995, the Company adopted a qualified incentive stock option plan for senior
officers of the Company with options to be granted at the fair value of the
stock at the date of grant. Under this plan, 170,000 shares of authorized but
unissued common stock are reserved for the granting of options. Vesting of the
options is determined by the Board of Directors and typically is over a period
not exceeding four years. Options must be exercised within ten years after the
date of grant. The following table summarizes data concerning stock options:

<TABLE>
<CAPTION>
Weighted
Common Shares Option Price Average
Under Option Per Share Exercise Price
------------ --------- --------------

<S> <C> <C> <C> <C>
Outstanding, December 31, 1995 156,740 $1.82 - $6.18 $ 5.04
------- ------------- --------
Canceled (3,400) $ 6.09 $ 6.09
------- ------------- --------
Outstanding, December 31, 1996 and 1997 153,340 $1.82 - $6.18 $ 5.02
======= ============= ========
</TABLE>

At December 31, 1997, there are options exercisable for 136,340 shares at a
weighted average price of $4.88.

Grants under the plan are accounted for following APB Opinion No. 25 and related
interpretations. Accordingly, no compensation cost has been recognized for
incentive stock option grants under the stock option plan. Had compensation cost
for the stock-based compensation plan been determined based on the grant date
fair values of awards, reported income and earnings per common share would have
been reduced to the pro forma amounts shown below:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----

<S> <C> <C> <C>
Net income applicable to common stock (In thousands):
As reported $ 1,047 $ 702 $ 937
Pro Forma $ 1,047 $ 702 $ 904
Basic earnings per common share:
As reported $ 0.68 $ 0.66 $ 0.93
Pro Forma $ 0.68 $ 0.66 $ 0.89
Diluted earnings per common share:
As reported $ 0.65 $ 0.63 $ 0.86
Pro Forma $ 0.65 $ 0.63 $ 0.84
</TABLE>

F-15
<PAGE> 111
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 13 - STOCK OPTIONS (CONTINUED)

The fair value of each option grant was estimated using the Black-Scholes
option-pricing model with the following weighted average assumptions used for
grants during the year ended December 31, 1995; dividend yield of 0% for the
period; expected volatility of 0% for the period; risk free rate of return of
5.88%; and, expected life of 4 years.

Under the provisions of Statement No. 123, pro forma net income reflects only
options granted in 1995. Therefore, the full impact of calculating compensation
cost for stock options under Statement No. 123 is not reflected in the pro forma
net income amounts presented above because compensation cost for options granted
prior to January 1, 1995 is not considered.

NOTE 14 - INCOME TAXES

The deferred tax assets and liabilities consist of the following components as
of December 31, 1997 and 1996:

<TABLE>
<CAPTION>
1997 1996
---- ----
(In thousands)

<S> <C> <C>
Deferred tax assets:
Allowance for loan losses $ 656 $ 402
Securities available for sale 224 398
Deferred loan fees 113 142
Premises and equipment 121 50
Stock options -- 12
Loans 145 170
------ ------
1,259 1,174
------ ------
Deferred tax liabilities:
State income taxes $ 68 $ 27
Loans - tax mark to market 24 159
Mortgage servicing rights 38 33
Other 30 21
------ ------
160 240
------ ------
Net deferred tax assets $1,099 $ 934
====== ======
</TABLE>

No valuation allowance was considered necessary.

Income tax expense for the years ended December 31, 1997, 1996 and 1995,
consists of the following:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
(In thousands)

<S> <C> <C> <C>
Current $ 778 $ 321 $ 468
Deferred (279) (88) (208)
----- ----- -----
$ 499 $ 233 $ 260
===== ===== =====
</TABLE>

Reconciliations of income tax expense computed at the statutory federal income
tax rate to the Company's income tax expense for the years ended December 31,
1997, 1996, and 1995, are as follows:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
(In thousands)

<S> <C> <C> <C>
Income tax expense at statutory rate $ 539 $ 345 $ 407
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal tax benefit 82 21 13
Nontaxable interest income (net of disallowed expenses) (155) (141) (178)
Other 33 8 18
----- ----- -----
$ 499 $ 233 $ 260
===== ===== =====
</TABLE>

F-16
<PAGE> 112
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 15 - COMPUTATION OF EARNINGS PER SHARE

The table following summarizes the computation of earnings per share for the
years indicated:

<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------------------------------------------------------------
1997 1996 1995
-------------------------------- -------------------------------- --------------------------------
Per- Per- Per-
Income Share Share Income Share Share Income Share Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ ----------- ------------- ------ ----------- ------------- ------
(In thousands, except per share amounts)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net income $ 1,087 $ 783 $ 937
Less: Preferred stock
dividends (40) (81) --
--------- ------- ------
BASIC EPS
Income available to
common stockholders 1,047 1,531 $ 0.68 702 1,061 $ 0.66 937 1,011 $ 0.93

EFFECT OF DILUTIVE SECURITIES
Options 76 61 47
Convertible subordinated debt 112 158
-------------------- ------------------- -------------------

DILUTED EPS
Income available to common
stockholders + assumed
conversions $ 1,047 $1,607 $ 0.65 $ 702 $1,122 $ 0.63 $1,049 $1,215 $ 0.86
========= ====== ====== ======= ====== ====== ====== ====== ======
</TABLE>

In 1997 and 1996, the assumed conversion of the convertible subordinated debt
would have had an antidilutive effect and as such, was not included in diluted
EPS for those years. Additionally, the convertible Series B Preferred stock
would have had an antidilutive effect in 1997 and 1996, and as such, was not
included in diluted EPS for these years. There was no Series B Preferred stock
outstanding in 1995.

NOTE 16 - COMMITMENTS, CONTINGENCIES AND CREDIT RISK

Credit risk: The Company makes loans to, and obtains deposits from, customers
primarily in Lake County, Cook County, DuPage County, and McHenry County,
Illinois and surrounding areas. Most loans are secured by specific items of
collateral, including residential and commercial real estate and other business
and consumer assets. Collateral held varies but may include deposits held in
financial institutions; U.S. Treasury securities; other marketable securities;
income-producing commercial properties; residential real estate; accounts
receivable; and property, plant and equipment.

Financial instruments with off-balance sheet risk: The Company is a party to
financial instruments with off-balance-sheet risk in the normal course of
business to meet financing needs of its customers. These financial instruments
include commitments to make loans, standby letters of credit, and unused lines
of credit. The Company's exposure to credit loss in the event of nonperformance
by the other parties is represented by the contractual amounts of the
instruments. The Company uses the same credit policy to make such commitments as
it uses for on-balance-sheet items.

At December 31, 1997 and 1996, the contract amount of these financial
instruments is summarized as follows:

<TABLE>
<CAPTION>
1997 1996
---- ----
(In thousands)

<S> <C> <C>
Financial instruments whose contract amount represents credit risk
Unused home equity lines of credit $75,588 $45,195
Unused commercial and other consumer lines of credit 14,676 10,007
Standby letters of credit 2,041 1,808
Commitments to make loans 20,765 28,723
</TABLE>

Since many commitments to make loans expire without being used, the amounts
above do not necessarily represent future cash commitments. Collateral obtained
upon exercise of the commitment is determined using management's credit
evaluation of the borrower, and may include commercial and residential real
estate and other business and consumer assets.

F-17
<PAGE> 113
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 16 - COMMITMENTS, CONTINGENCIES AND CREDIT RISK (CONTINUED)

Low Income Housing Support: In December 1997, the Bank agreed to participate in
the Chicago Equity Fund. This fund finances low income housing projects in
neighborhoods around the Chicagoland area. The Bank has committed to invest
$250,000 in the Fund over a seven to nine year period.

Litigation: From time to time, the Company and the Bank are involved in
litigation, both as a defendant and as a plaintiff. Management believes that the
ultimate liability from such actions, if any, will not have a material effect on
the financial condition of the Company or the Bank.

Lease Commitments: The Bank leases branch facilities under noncancelable
operating lease agreements. Rent expense for branch facilities was $285,000,
$322,000, and $246,000 in 1997, 1996 and 1995, respectively, excluding taxes,
insurance and maintenance. The branch facilities are charged for their
proportionate share of taxes, insurance and maintenance costs plus monthly rent.
The minimum rental commitments, not including taxes, insurance and maintenance,
at December 31, 1996 under the leases are summarized below:

<TABLE>
<S> <C>
1998 $ 168,660
1999 98,640
2000 98,640
2001 90,724
2002 51,144
2003 and thereafter 8,524
------------
Total $ 516,332
============
</TABLE>

NOTE 17 - RELATED PARTY TRANSACTIONS

In the normal course of business, certain executive officers, directors, and
companies with which they are affiliated have borrowed funds from the Bank. In
the opinion of management, these loans were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with unrelated parties. The activities in total
loans during 1997 is as follows (In thousands):

<TABLE>
<CAPTION>
<S> <C>
Balance as of January 1, 1997 $ 2,053
New loans 983
Repayments (187)
-----------
Balance as of December 31, 1997 $ 2,849
===========
</TABLE>

NOTE 18 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating the
fair value of its financial instruments.

Cash and cash equivalents: The carrying amounts reported in the balance sheet
for cash and these short-term instruments approximate their fair values.

Securities: Fair values for investment securities 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.

Loans: For variable-rate loans that reprice frequently and with no significant
change in credit risk, fair values are based on carrying values. The fair values
for other loans are determined using estimated future cash flows, discounted at
the interest rates currently being offered for loans with similar terms to
borrowers with similar credit quality.

Deposit liabilities: The fair value of deposits with no stated maturity, such as
noninterest bearing deposits, savings, NOW accounts, and money market accounts,
is equal to the amount payable on demand (i.e. the carrying value.) 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.

F-18
<PAGE> 114
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 18 - FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

Borrowed funds: The fair value is estimated using a discounted cash flow
calculation using the rate currently available for similar term borrowings.

Accrued interest receivable and payable: The carrying amounts reported in the
balance sheet approximate their fair values.

Off-balance-sheet instruments: Fair values for the Company's off-balance-sheet
instruments are based on fees currently charged to enter into similar
agreements, taking into account the remaining term of the agreements and the
counterparties' credit standing. There is no material difference between the
notional amount and the estimated fair value of off-balance sheet items which
are primarily comprised of commitments to extend credit which are generally
priced at market at the time of funding.

The carrying amount and estimated fair value of financial instruments at
December 31, 1997 and 1996, are as follows:

<TABLE>
<CAPTION>
1997 1996
-------------------------- ---------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
-------- ---------- -------- ----------
(In thousands)

<S> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents $ 23,901 $ 23,901 $ 13,833 $ 13,833
Investment securities 53,754 54,529 47,707 48,207
Loans held-for-sale 65 65 117 117
Loans 287,025 292,219 203,299 203,043
Accrued interest receivable 2,507 2,507 1,761 1,761

Financial liabilities:
Deposits $329,424 $332,121 $245,105 $245,865
Borrowed funds 16,163 16,469 18,975 19,719
Accrued interest payable 510 510 359 359
</TABLE>

Loan commitments on which the committed interest rate is less than the current
market rate are insignificant at December 31, 1997.

The Company assumes interest rate risk (the risk that general interest rate
levels will change) as a result of its normal operations. As a result, fair
values of the Company's financial instruments will change when interest rate
levels change and that change may be either favorable or unfavorable to the
Company. Management attempts to match maturities of assets and liabilities to
the extent believed necessary to minimize interest rate risk. However, borrowers
with fixed rate obligations are more likely to prepay in a falling rate
environment and less likely to prepay in a rising rate environment. Conversely,
depositors who are receiving fixed rates are more likely to withdraw funds
before maturity in a rising rate environment and less likely to do so in a
falling rate environment. Management monitors rates and maturities of assets and
liabilities and attempts to minimize interest rate risk by adjusting terms of
new loans and deposits and by investing in securities with terms that mitigate
the Company's overall interest rate risk.

F-19
<PAGE> 115
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 19 - PARENT COMPANY FINANCIAL INFORMATION

Presented below are the condensed balance sheets as of December 31, 1997 and
1996 and statements of income and statements of cash flows for the years ended
December 31, 1997, 1996, and 1995 for Success Bancshares, Inc.:

CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

1997 1996
--------- ---------
(In thousands)

<S> <C> <C>
ASSETS
Cash on deposit with subsidiary bank $ 800 $ 388
Securities available-for-sale 2,293 --
Investment in subsidiaries 27,289 17,496
Other assets 425 374
--------- ---------
$ 30,807 $ 18,258
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Note payable $ -- $ 4,815
Note payable - Success Realty Ventures, Inc. 105 105
Subordinated convertible debt 200 3,167
Other liabilities 432 71
--------- ---------
Total liabilities 737 8,158
Shareholders' equity 30,070 10,100
--------- ---------
$ 30,807 $ 18,258
========= =========
</TABLE>

CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
(In thousands)

<S> <C> <C> <C>
Operating income
Dividends from subsidiary bank $1,187 $ 949 $ 830
Interest and other income 53 32 47
------ ------ ------
1,240 981 877
Operating expenses
Interest 686 695 640
Other expense 340 126 100
------ ------ ------
1,026 821 740
------ ------ ------
INCOME BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED INCOME
OF SUBSIDIARIES 214 160 137
Income tax benefit 387 319 263
------ ------ ------
INCOME BEFORE EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES 601 479 400
Equity in undistributed income of subsidiaries 486 304 537
------ ------ ------
NET INCOME $1,087 $ 783 $ 937
====== ====== ======
</TABLE>

F-20
<PAGE> 116
Success Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

NOTE 19 - PARENT COMPANY FINANCIAL INFORMATION (CONTINUED)

CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------

<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,087 $ 783 $ 937
Adjustments to reconcile net income to net cash from operating
activities
Equity in undistributed income of subsidiaries (486) (304) (537)
Change in other assets and liabilities 310 62 (67)
Other (82) 15 --
-------- -------- --------
Net cash provided by operating activities 829 556 333

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of available-for-sale securities (2,212) -- --
Purchase of subsidiary bank stock (9,005) (3,025) (1,084)
-------- -------- --------
Net cash used in investing activities (11,217) (3,025) (1,084)

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in:
Subordinated debt -- 755 400
Repayment of note payable (7,815) (2,015) (1,690)
Proceeds from note payable 3,000 3,000 1,000
Notes payable to subsidiary -- -- 105
Payment from (loan to) ESOP, net (21) 46 (122)
Dividends on Series B preferred stock (40) (81) --
Issuance of common stock 15,676 1,137 710
-------- -------- --------
Net cash provided by financing activities 10,800 2,842 404
-------- -------- --------

Increase (decrease) in cash 412 373 (347)

Cash at beginning of year 388 15 362
-------- -------- --------

CASH AT END OF YEAR $ 800 $ 388 $ 15
======== ======== ========
</TABLE>

F-21
<PAGE> 117

======================================================

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED IN
CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY SUCCESS BANCSHARES, SUCCESS CAPITAL OR ANY OF THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING THE OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.............................. 1
Risk Factors.................................... 10
Use of Proceeds................................. 19
Market for Trust Preferred Securities........... 19
Accounting Treatment............................ 19
Capitalization.................................. 20
Selected Consolidated Financial Data............ 21
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 23
Business........................................ 37
Supervision and Regulation...................... 43
Management...................................... 49
Certain Transactions............................ 54
Principal Shareholders.......................... 54
Description of Trust Preferred Securities....... 55
Description of Junior Subordinated Debentures... 66
Book-Entry Issuance............................. 74
Description of Guarantee........................ 76
Relationship Among the Trust Preferred
Securities, the Junior Subordinated Debentures
and the Guarantee............................. 78
Certain Federal Income Tax Consequences......... 79
ERISA Considerations............................ 82
Description of Success Bancshares Capital
Stock......................................... 83
Underwriting.................................... 87
Legal Matters................................... 88
Experts......................................... 88
Available Information........................... 88
Financial Statements............................ F-1
</TABLE>

UNTIL 25 DAYS AFTER THE DATE OF THIS PROSPECTUS, ALL DEALERS EFFECTING
TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE
OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

======================================================
PROSPECTUS APRIL 28, 1998
======================================================

1,500,000 TRUST PREFERRED SECURITIES

SUCCESS CAPITAL TRUST I [LOGO]

% CUMULATIVE TRUST PREFERRED SECURITIES
(LIQUIDATION AMOUNT $10 PER TRUST
PREFERRED SECURITY)

FULLY AND UNCONDITIONALLY
GUARANTEED, AS DESCRIBED HEREIN, BY

SUCCESS BANCSHARES, INC. [LOGO]
---------------------
EVEREN SECURITIES, INC.

TUCKER ANTHONY INCORPORATED
======================================================
<PAGE> 118

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with this offering are as set forth in
the following table.

<TABLE>
<S> <C>
SEC registration fee......................................................... $ 5,088.75
NASD filing fee.............................................................. 2,225.00
Nasdaq National Market application fee....................................... 40,681.51
Trustees' fees and expenses.................................................. 9,000.00
Reimbursable underwriter expenses............................................ 25,000.00
Printing and engraving expenses.............................................. 30,000.00
Accounting fees and expenses................................................. 25,000.00
Legal fees and expenses...................................................... 105,000.00
Miscellaneous................................................................ 18,004.74
------------
Total............................................................. $ 260,000.00
============
</TABLE>

- - - - ------------------
All amounts except the SEC registration fee, the NASD filing fee, the
Nasdaq National Market application fee and the reimbursable underwriter expenses
are estimated.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Success Bancshares is a Delaware corporation. Reference is made to Section
102(b)(7) of the DGCL, which enables a corporation in its original certificate
of incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except:
(i) for any breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for unlawful payments of
dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit.

Reference is also made to Section 145 of the DGCL, which provides that a
corporation may indemnify any person, including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the corporation's best interest and, for
criminal proceedings, had no reasonable cause to believe that his conduct was
unlawful. A Delaware corporation may indemnify any officer or director in any
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expense that
such officer or director actually and reasonably incurred.

Success Bancshares' Certificate of Incorporation limits the personal
liability of Directors to the fullest extent permitted by Delaware law. In
addition, Success Bancshares' Certificate of Incorporation and By-laws provide
that Success Bancshares shall, to the fullest extent permitted by Delaware law,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
or she is or was a Director, officer, employee or agent of Success Bancshares or
is or was serving at the request of Success Bancshares as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any and all expenses, liabilities or other matters
referred to or covered by Delaware law, which were reasonably incurred by such
person. This indemnification is in addition to any other rights of
indemnification to which such persons

II-1
<PAGE> 119

may be entitled under Success Bancshares' Certificate of Incorporation, By-laws,
any agreement or notice of shareholders or disinterested Directors.

Success Bancshares' Certificate of Incorporation and By-laws also permit it
to secure insurance on behalf of any Director, officer, employee or other agent
for any liability arising out of his or her actions in such capacity, regardless
of whether Delaware law, the Certificate of Incorporation or By-laws would
permit indemnification. Success Bancshares does not have any separate
indemnification agreements with its Directors or officers.

The description of Delaware law is not intended to be complete. The
description of Success Bancshares' Certificate of Incorporation and its By-laws
is not intended to be complete and is respectively qualified in its entirety by
such Certificate and By-laws.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The following securities, which were not registered under the Securities
Act, were sold by Success Bancshares during the three-year period ending April
1, 1998:

(i) Effective July 24, 1997, holders of Success Bancshares' 115,500
outstanding shares of Class A Common Stock, par value $1.00 per share, received
.8749 shares of Success Bancshares' common stock, in exchange for each share of
Class A Common Stock, resulting in the issuance of 101,032 shares of common
stock. This transaction was exempt from registration pursuant to Section 3(a)(9)
of the Securities Act.

(ii) Effective July 24, 1997, holders of Success Bancshares' 53,591
outstanding shares of Series B Convertible Preferred Stock received one share of
Success Bancshares' common stock in exchange for each share of Series B
Convertible Preferred Stock, resulting in the issuance of 53,591 shares of
common stock. This transaction was exempt from registration pursuant to Section
3(a)(9) of the Securities Act.

(iii) A stock split was effected on July 30, 1997 (the "Stock Split"),
pursuant to which holders of Success Bancshares' 725,292 outstanding shares of
common stock received 1.7 shares of common stock in exchange for each share of
common stock, resulting in the issuance of 507,675 shares of common stock. This
transaction was exempt from registration pursuant to Section 3(a)(9) of the
Securities Act.

(iv) In October 1997, holders of $1,815,000 aggregate outstanding principal
amount of Success Bancshares' 9% Convertible Subordinated Debentures
("Debentures"), received one share of Success Bancshares' common stock in
exchange for each $8.58 principal amount of Debentures, resulting in the
issuance of 211,257 shares of common stock. This transaction was exempt from
registration pursuant to Section 3(a)(9) of the Securities Act.

(v) In October 1997, holders of $1,155,000 aggregate outstanding principal
amount of Success Bancshares' Convertible Subordinated Notes ("Notes"), received
one share of Success Bancshares' common stock in exchange for each $12.50
principal amount of Notes, resulting in the issuance of 92,400 shares of common
stock. This transaction was exempt from registration pursuant to Section 3(a)(9)
of the Securities Act.

(vi) On January 1, 1997, each member of the Board of Directors of Success
Bancshares and the Bank was granted an option to purchase up to 10,000 shares of
Success Bancshares' common stock on or prior to December 31, 1997 at the book
value per share of common stock on the last day of the month prior to the month
in which such option was either fully or partially exercised. In June 1997,
however, the Board of Directors of each of Success Bancshares and the Bank
approved a resolution which reduced to 1,000 the number of shares of common
stock for which options granted on January 1, 1997 could be exercised and
changed the expiration date of such options to July 23, 1997. This issuance of
options was exempt from registration pursuant to Section 3(a)(9) of the
Securities Act.

(vii) Success Bancshares issued and sold 35,307 shares of common stock at
an average exercise price of $7.79 per share (after giving effect to the Stock
Split) to its Directors pursuant to the exercise of stock options granted as
part of its Director Stock Option Program. The shares of common stock were
issued pursuant to the Section 4(2) private placement exemption from the
Securities Act.

II-2
<PAGE> 120

(viii) During the period beginning in November 1995, and ended in June
1996, Success Bancshares issued and sold 288.5 Units at a purchase price of
$10,000 per Unit to 21 purchasers. Each Unit consisted of 400 shares of Class A
Common Stock and $4,000 principal amount of 15% or 17% Convertible Subordinated
Notes (264,145 shares of Success Bancshares' common stock after giving effect to
the Stock Split and other transactions described above in this Item 15). The
Units were issued and sold primarily to accredited investors as well as a
limited number of non-accredited investors pursuant to the Section 4(2) private
placement exemption from the Securities Act in accordance with Regulation D
promulgated thereunder.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<S> <C>
*1.1 Form of Underwriting Agreement.

3.1 Second Restated Certificate of Incorporation of Success Bancshares (incorporated by reference to
Exhibit 3.1 of Success Bancshares' Form S-1 Registration Statement (No. 333-32561) filed with
the Commission on July 31, 1997).

3.2 By-laws of Success Bancshares (incorporated by reference to Exhibit 3.2 of Success Bancshares'
Form S-1 Registration Statement (No. 333-32561) filed with the Commission on July 31, 1997).

4.1 Form of Subordinated Indenture relating to the Junior Subordinated Debentures.

4.2 Form of Junior Subordinated Debenture Certificate (included as an exhibit to Exhibit 4.1).

4.3 Certificate of Trust of Success Capital.

4.4 Form of Amended and Restated Trust Agreement of Success Capital.

4.5 Form of Trust Preferred Security Certificate of Success Capital (included as an exhibit to
Exhibit 4.4).

4.6 Form of Common Security Certificate of Success Capital (included as an exhibit to Exhibit 4.4).

4.7 Form of Guarantee Agreement of Success Bancshares relating to the Trust Preferred Securities.

*5.1 Opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C.

*5.2 Opinion of Morris, Nichols, Arsht & Tunnell.

*8.1 Opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C. as to certain federal
income tax matters.

10.1 $10 Million Business Loan Agreement, dated January 13, 1997, between Success Bancshares and Cole
Taylor Bank (incorporated by reference to Exhibit 10.1 of Success Bancshares' 1997 Annual Report
on Form 10-K filed with the Commission on March 31, 1998).
</TABLE>

II-3
<PAGE> 121

<TABLE>
<S> <C>
10.2 1995 Success Bancshares, Inc. Employee Stock Option Plan (incorporated by reference to Exhibit
10.2 of Success Bancshares' Form S-1 Registration Statement (No. 333-32561) filed with the
Commission on July 31, 1997).

10.3 Employment Agreement between Success Bancshares and Saul D. Binder (incorporated by reference to
Exhibit 10.3 of Success Bancshares' Form S-1 Registration Statement (No. 333-32561) filed with
the Commission on July 31, 1997).

10.4 Executive Severance Agreement between Success Bancshares and Steven A. Covert (incorporated by
reference to Exhibit 10.4 of Success Bancshares' Form S-1 Registration Statement (No. 333-32561)
filed with the Commission on July 31, 1997).

10.5 Lease with respect to Lincolnwood branch banking facility (October, 1991) (incorporated by
reference to Exhibit 10.5 of Success Bancshares' Form S-1 Registration Statement (No. 333-32561)
filed with the Commission on July 31, 1997).

10.6 Lease with respect to Lincoln Park branch banking facility (April, 1993) (incorporated by
reference to Exhibit 10.6 of Success Bancshares' Form S-1 Registration Statement (No. 333-32561)
filed with the Commission on July 31, 1997).

10.7 Lease with respect to Northbrook branch banking facility (December, 1994) (incorporated by
reference to Exhibit 10.7 of Success Bancshares' Form S-1 Registration Statement (No. 333-32561)
filed with the Commission on July 31, 1997).

10.8 Lease with respect to Deerfield/Riverwoods branch banking facility (September, 1995)
(incorporated by reference to Exhibit 10.8 of Success Bancshares' Form S-1 Registration Statement
(No. 333-32561) filed with the Commission on July 31, 1997).

21.1 Subsidiaries of Success Bancshares (incorporated by reference to Exhibit 21.1 of Success
Bancshares' Form S-1 Registration Statement (No. 333-32561) filed with the Commission on
July 31, 1997).

23.1 Consent of McGladrey & Pullen LLP.

23.2 Consent of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C. (included as part of
Exhibits 5.1 and 8.1).

23.3 Consent of Morris, Nichols, Arsht & Tunnell (included as part of Exhibit 5.2).

24.1 Power of Attorney (included on signature page of the Registration Statement on Form S-1).

25.1 Form T-1 Statement of Eligibility of Bankers Trust Company to act as trustee under the
Subordinated Indenture.

25.2 Form T-1 Statement of Eligibility of Bankers Trust (Delaware) to act as trustee under the Trust
Agreement.
</TABLE>

II-4
<PAGE> 122

<TABLE>
<S> <C>
25.3 Form T-1 Statement of Eligibility of Bankers Trust Company to act as trustee under the Guarantee
Agreement.

27.1 Financial Data Schedule.
</TABLE>

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

* To be filed by amendment.

(b) FINANCIAL STATEMENT SCHEDULES.

All Schedules have been omitted as not applicable or not required under
Regulation S-X.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 its 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 Act and will be governed by the final
adjudication of such issue.

The Registrants hereby undertake that:

(1) For purposes of determining any liability under the Securities Act of
1933, 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
of 1933, 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-5

<PAGE> 123

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrants
have duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on April 28, 1998.

SUCCESS BANCSHARES, INC.

By: /s/ Saul D. Binder
---------------------------------
Saul D. Binder
President and Chief Executive
Officer

SUCCESS CAPITAL I

By: Success Bancshares, Inc.

By: /s/ Saul D. Binder
---------------------------------
Saul D. Binder
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on April 28, 1998, by the following
persons in the capacities indicated. Each of the Directors and/or officers of
the Registrants whose signature appears below hereby appoints Saul D. Binder and
Marlene Sachs, and each of them severally, as his attorney-in-fact to sign in
his name and behalf, in any and all capacities stated below and to file with the
Securities and Exchange Commission any and all amendments to this Registration
Statement on Form S-1, making such changes in the Registration Statement as
appropriate, and generally to do all such things in their behalf in their
capacities as Directors and/or officers to enable the Registrants to comply with
the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.

<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
/s/ Saul D. Binder
- - - - ---------------------------- President and
Saul D. Binder Chief Executive Officer
(Principal Executive Officer)
/s/ Steven A. Covert
- - - - ---------------------------- Executive Vice President and
Steven A. Covert Chief Financial Officer
(Principal Financial and
Accounting Officer)

/s/ Charles G. Freund Director
- - - - ----------------------------
Charles G. Freund

/s/ Samuel D. Kahan Director
- - - - ----------------------------
Samuel D. Kahan

/s/ George M. Ohlhausen Director
- - - - ----------------------------
George M. Ohlhausen

/s/ Norman D. Rich Director
- - - - ----------------------------
Norman D. Rich

</TABLE>

<PAGE> 124

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<S> <C>
*1.1 Form of Underwriting Agreement.

3.2 By-laws of Success Bancshares (incorporated by reference to Exhibit 3.2 of Success Bancshares'
Form S-1 Registration Statement (No. 333-32561) filed with the Commission on July 31, 1997).

4.1 Form of Subordinated Indenture relating to the Junior Subordinated Debentures.

4.2 Form of Junior Subordinated Debenture Certificate (included as an exhibit to Exhibit 4.1).

4.3 Certificate of Trust of Success Capital.

4.4 Form of Amended and Restated Trust Agreement of Success Capital.

4.5 Form of Trust Preferred Security Certificate of Success Capital (included as an exhibit to
Exhibit 4.4).

4.6 Form of Common Security Certificate of Success Capital (included as an exhibit to Exhibit 4.4).

4.7 Form of Guarantee Agreement of Success Bancshares relating to the Trust Preferred Securities.

*5.1 Opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C.

*5.2 Opinion of Morris, Nichols, Arsht & Tunnell.

*8.1 Opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C. as to certain federal
income tax matters.

10.2 1995 Success Bancshares, Inc. Employee Stock Option Plan (incorporated by reference to Exhibit
10.2 of Success Bancshares' Form S-1 Registration Statement (No. 333-32561) filed with the
Commission on July 31, 1997).

E-1
<PAGE> 125

<TABLE>
<S> <C>
10.4 Executive Severance Agreement between Success Bancshares and Steven A. Covert (incorporated by
reference to Exhibit 10.4 of Success Bancshares' Form S-1 Registration Statement (No. 333-32561)
filed with the Commission on July 31, 1997).

21.1 Subsidiaries of Success Bancshares (incorporated by reference to Exhibit 21.1 of Success
Bancshares' Form S-1 Registration Statement (No. 333-32561) filed with the Commission on
July 31, 1997).

23.1 Consent of McGladrey & Pullen LLP.

23.2 Consent of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C. (included as part of
Exhibits 5.1 and 8.1).

23.3 Consent of Morris, Nichols, Arsht & Tunnell (included as part of Exhibit 5.2).

24.1 Power of Attorney (included on signature page of the Registration Statement on Form S-1).

25.1 Form T-1 Statement of Eligibility of Bankers Trust Company to act as trustee under the
Subordinated Indenture.

25.2 Form T-1 Statement of Eligibility of Bankers Trust (Delaware) to act as trustee under the Trust
Agreement.

25.3 Form T-1 Statement of Eligibility of Bankers Trust Company to act as trustee under the Guarantee
Agreement.

27.1 Financial Data Schedule.
</TABLE>

- - - - -----------------------
* To be filed by amendment.

E-2

<PAGE> 1

EXHIBIT 4.1

================================================================================

JUNIOR SUBORDINATED INDENTURE

Between

SUCCESS BANCSHARES, INC.

and

BANKERS TRUST COMPANY
(as Trustee)

dated as of

__________ __, 1998

================================================================================
<PAGE> 2

SUCCESS CAPITAL TRUST I

Certain Sections of this Junior Subordinated Indenture relating
to Sections 310 through 318 of the
<TABLE>
<S> <C> <C>
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8, 6.10
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a)
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1, 7.2(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.2(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.2(c)
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a)
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(c)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.1(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2, 7.3
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.1(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.1(c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.14
Section 316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.12
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.12
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.8
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1.4(f)
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7
</TABLE>

Note: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.
<PAGE> 3

<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C> <C> <C>
RECITALS OF SUCCESS BANCSHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2. Compliance Certificate and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 1.3. Forms of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 1.4. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 1.5. Notices, Etc. to Trustee and Success Bancshares . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.6. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 1.7. Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 1.8. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 1.9. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 1.10. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 1.11. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 1.12. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 1.13. Non-Business Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE II SECURITY FORMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.1. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.2. Form of Face of Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.3. Form of Reverse of Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.4. Additional Provisions Required in Global Security . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.5. Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE III THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.1. Title and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.2. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.3. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.4. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 3.5. Global Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 3.6. Registration, Transfer and Exchange Generally; Certain Transfers and Exchanges; Securities
Act Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 3.7. Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 3.8. Payment of Interest and Additional Interest; Interest Rights Preserved . . . . . . . . . . . . 28
SECTION 3.9. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.10. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.11. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.12. Deferrals of Interest Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.13. Right of Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 3.14. Agreed Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 3.15. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 3.16 Shortening of Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
ARTICLE IV SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.1. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.2. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
ARTICLE V REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.2. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . 36
SECTION 5.4. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
</TABLE>

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<TABLE>
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SECTION 5.5. Trustee May Enforce Claim Without Possession of Securities . . . . . . . . . . . . . . . . . . 37
SECTION 5.6. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.7. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct Action by
Holders of Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.9. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.10. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.11. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.12. Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.13. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.14. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.15. Waiver of Usury, Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
ARTICLE VI THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 6.1. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 6.2. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.3. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 6.4. Not Responsible for Recitals or Issuance of Securities . . . . . . . . . . . . . . . . . . . . 43
SECTION 6.5. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.6. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.7. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.8. Disqualification; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.9. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.10. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 6.11. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . 47
SECTION 6.13. Preferential Collection of Claims Against Success Bancshares . . . . . . . . . . . . . . . . . 48
SECTION 6.14. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
ARTICLE VII HOLDER'S LISTS AND REPORTS BY TRUSTEE, PAYING AGENT AND COMPANY . . . . . . . . . . . . . . . . . . 49
SECTION 7.1. Success Bancshares to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . 49
SECTION 7.2. Preservation of Information, Communications to Holders . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.3. Reports by Trustee and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.4. Reports by Success Bancshares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 8.1. Success Bancshares May Consolidate, Etc., Only on Certain Terms . . . . . . . . . . . . . . . 51
SECTION 8.2. Successor Company Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
ARTICLE IX SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 9.1. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 9.2. Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 9.3. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 9.4. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 9.5. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 9.6. Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . 55
ARTICLE X COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 10.1. Payment of Principal, Premium and Interest . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 10.2. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 10.3. Money for Security Payments to be Held in Trust . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 10.4. Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 10.5. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 10.6. Additional Sums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
</TABLE>

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<TABLE>
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SECTION 10.7. Additional Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 10.8. Original Issue Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
ARTICLE XI REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 11.1. Applicability of This Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 11.2. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 11.3. Selection of Securities to be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 11.4. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 11.5. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 11.6. Payment of Securities Called for Redemption . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 11.7 Right of Redemption of Securities Initially Issued to Success Capital. . . . . . . . . . . . . 62
ARTICLE XII SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
ARTICLE XIII SUBORDINATION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 13.1. Securities Subordinate to Senior and Subordinated Debt . . . . . . . . . . . . . . . . . . . . 63
SECTION 13.2. No Payment When Senior and Subordinated Debt in Default; Payment Over of Proceeds Upon
Dissolution, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 13.3. Payment Permitted If No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 13.4. Subrogation to Rights of Holders of Senior and Subordinated Debt . . . . . . . . . . . . . . . 65
SECTION 13.5. Provisions Solely to Define Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 13.6. Trustee to Effectuate Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 13.7. No Waiver of Subordination Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 13.8. Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 13.9. Reliance on Judicial Order or Certificate of Liquidating Agent . . . . . . . . . . . . . . . . 67
SECTION 13.10 Trustee Not Fiduciary for Holders of Senior and Subordinated Debt . . . . . . . . . . . . . . 68
SECTION 13.11 Rights of Trustee as Holder of Senior and Subordinated Debt; Preservation of Trustee's
Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 13.12. Article Applicable to Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 13.13. Certain Conversions or Exchanges Deemed Payment . . . . . . . . . . . . . . . . . . . . . . . 68
</TABLE>

iii
<PAGE> 6

JUNIOR SUBORDINATED INDENTURE

THIS JUNIOR SUBORDINATED INDENTURE, dated as of __________ __, 1998,
between SUCCESS BANCSHARES, INC., an Illinois corporation ("SUCCESS
BANCSHARES"), having its principal office at One Marriott Drive, Lincolnshire,
Illinois, 60069, and BANKERS TRUST COMPANY, as Trustee, having its principal
office at Four Albany Street, 4th Floor, New York, New York 10006 (the
"TRUSTEE").

RECITALS OF SUCCESS BANCSHARES

WHEREAS, Success Bancshares has duly authorized the execution and
delivery of this Indenture to provide for the issuance of its unsecured junior
subordinated debentures due _______________, 2028 (the "SECURITIES") of
substantially the tenor hereinafter provided, including Securities issued to
evidence loans made to Success Bancshares from the proceeds from the issuance
from time to time by Success Capital Trust I, a Delaware business trust
("SUCCESS CAPITAL") of undivided preferred beneficial interests in the assets
of Success Capital (the "PREFERRED SECURITIES") and common undivided interests
in the assets of Success Capital (the "COMMON SECURITIES" and, collectively
with the Preferred Securities, the "TRUST SECURITIES"), and to provide the
terms and conditions upon which the Securities are to be authenticated, issued
and delivered; and

WHEREAS, all things necessary to make this Indenture a valid agreement
of Success Bancshares, in accordance with its terms, have been done.

NOW THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders (as such term is defined in Section 1.1 hereof)
thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of any series thereof, and
intending to be legally bound hereby, as follows:

ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.1. Definitions.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

(1) The terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

(2) All other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

<PAGE> 7

(3) The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation";

(4) All accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles as in effect at the time of computation;

(5) Whenever the context may require, any gender shall be deemed to
include the other;

(6) Unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Indenture; and

(7) The words "hereby", "herein", "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

"25% Capital Limitation" means the limitation imposed by the Federal
Reserve that the proceeds of certain qualifying securities like the Trust
Securities will qualify as Tier 1 capital of the issuer up to an amount not to
exceed 25% of the Issuer's Tier 1 capital, or any subsequent limitation adopted
by the Federal Reserve.

"Act" when used with respect to any Holder has the meaning specified in
Section 1.4.

"Additional Interest" means the interest, if any, that shall accrue on
any interest on the Securities the payment of which has not been made on the
applicable Interest Payment Date and which shall accrue at the rate per annum
specified or determined as specified in such Security.

"Additional Sums" has the meaning specified in Section 10.6.

"Additional Taxes" means any additional taxes, duties and other
governmental charges to which Success Capital has become subject from time to
time as a result of a Tax Event.

"Administrative Trustee" means, in respect of Success Capital, each
Person appointed in accordance with the Trust Agreement, solely in such
Person's capacity as Administrative Trustee of Success Capital and not in such
Person's individual capacity, or any successor Administrative Trustee appointed
as therein provided.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"Agent Member" means any member of, or participant in, the Depositary.

2
<PAGE> 8

"Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Global Security, in each case
to the extent applicable to such transaction and as in effect from time to
time.

"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities.

"Board of Directors" means the board of directors of Success
Bancshares or the Executive Committee of the board of directors of Success
Bancshares (or any other committee of the board of directors of Success
Bancshares performing similar functions) or, for purposes of this Indenture, a
committee designated by the board of directors of Success Bancshares (or such
committee), comprised of two or more members of the board of directors of
Success Bancshares or officers of Success Bancshares, or both.

"Board Resolution" means a copy of a resolution certified by the
Secretary or any Assistant Secretary of Success Bancshares to have been duly
adopted by the Board of Directors, or such committee of the Board of Directors
or officers of Success Bancshares to which authority to act on behalf of the
Board of Directors has been delegated, and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

"Business Day" means any day other than (i) a Saturday or Sunday, (ii)
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 (iii) a day on which
the Corporate Trust Office of the Trustee, or, with respect to the Securities
initially issued to Success Capital, the "Corporate Trust Office" (as defined
in the Trust Agreement) of the Property Trustee or the Delaware Trustee under
the Trust Agreement, is closed for business.

"Capital Treatment Event" means the receipt by Success Bancshares 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 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 prospective
change, pronouncement or decision is announced on or after the date of issuance
of the Trust Preferred Securities under the Trust Agreement, the Trust Preferred
Securities do not, or within 90 days of the date of such opinion will not,
constitute Tier 1 capital (or the then equivalent thereof), except as otherwise
restricted under the 25% Capital Limitation, for purposes of the capital
adequacy guidelines of the Federal Reserve, as then in effect and applicable to
Success Bancshares.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties on such date.

"Common Securities" has the meaning specified in the first recital of
this Indenture.

"Common Stock" means the common stock, $0.001 par value per share, of
Success Bancshares.

3
<PAGE> 9

"Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of Success Bancshares by its Chairman of
the Board of Directors, its Vice Chairman of the Board of Directors, its
President or a Vice President, and by its Chief Financial Officer, its
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

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

"Creditor" has the meaning specified in Section 6.7.

"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, (vi) all
indebtedness of such Person whether incurred on or prior to the date of this
Indenture or thereafter incurred, for claims in respect of derivative products
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements and (vii) every obligation of the
type referred to in clauses (i) through (vi) 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.

"Defaulted Interest" has the meaning specified in Section 3.8.

"Delaware Trustee" means, with respect to Success Capital, the Person
identified as the "Delaware Trustee" in the Trust Agreement, solely in its
capacity as Delaware Trustee of Success Capital under the Trust Agreement and
not in its individual capacity, or its successor in interest in such capacity,
or any successor Delaware trustee appointed as therein provided.

"Depositary" means, with respect to the Securities issuable or issued
in whole or in part in the form of one or more Global Securities, the Person
(or any successor thereto) designated as Depositary by Success Bancshares
pursuant to Section 3.1.

"Discount Security" means any Security that provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.2.

"Dollar" or "$" means the currency of the United States of America
that, as at the time of payment, is legal tender for the payment of public and
private debts.

The term "entity" includes a bank, corporation, association, company,
limited liability company, joint-stock company or business trust.

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<PAGE> 10

"Event of Default," has the meaning specified in Article V.

"Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

"Expiration Date" has the meaning specified in Section 1.4.

"Extension Period" has the meaning specified in Section 3.12.

"Global Security" means a Security in the form prescribed in Section
2.4 evidencing all or part of the Securities, issued to the Depositary or its
nominee, and registered in the name of such Depositary or its nominee.

"Guarantee" means, with respect to Success Capital, the Guarantee
Agreement, dated __________ __, 1998, executed by Success Bancshares for the
benefit of the Holders of the Preferred Securities issued by Success Capital as
modified, amended or supplemented from time to time.

"Holder" means a Person in whose name a Security is registered in the
Securities Register.

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

"Institutional Accredited Investor" means an institutional accredited
investor within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act.

"Interest Payment Date" means the Stated Maturity of an installment of
interest on such Securities.

"Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

"Investment Company Event" means the receipt by Success Capital of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of any 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, Success 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 original issuance
of the Preferred Securities of Success Capital.

"Maturity" when used with respect to any Security means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

"Notice of Default" means a written notice of the kind specified in
Section 5.1(3).

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<PAGE> 11

"Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman, Chief Executive Officer, President,
Executive Vice President or a Vice President, and by the Chief Financial
Officer, Treasurer, an Associate Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of such Person, and delivered to the
Trustee. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Indenture shall include;

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

(b) a brief statement of the nature and scope of the examination
or investigation undertaken by each such 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;

provided, however, that the Officers' Certificate delivered pursuant to the
provisions of Section 10.4 hereof shall comply with the provisions of Section
314 of the Trust Indenture Act.

"Opinion of Counsel" means a written opinion of independent outside
counsel to Success Bancshares, who shall be acceptable to the Trustee.

"Original Issue Date" means the date of issuance specified as such in
each Security.

"Outstanding" means, when used in reference to any Securities, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

(i) Securities theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

(ii) Securities for whose payment money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent in
trust for the Holders of such Securities; and

(iii) Securities in substitution for or in lieu of which other
Securities have been authenticated and delivered or that have been
paid pursuant to Section 3.6, unless proof satisfactory to the Trustee
is presented that any such Securities are held by Holders in whose
hands such Securities are valid, binding and legal obligations of
Success Bancshares;

provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Securities owned by Success

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<PAGE> 12

Bancshares or any other obligor upon the Securities or any Affiliate
of Success Bancshares or such other obligor (other than, for the
avoidance of doubt, Success Capital) shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities
that the Trustee knows to be so owned shall be so disregarded.
Securities so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with
respect to such Securities and that the pledgee is not Success
Bancshares or any other obligor upon the Securities or any Affiliate
of Success Bancshares or such other obligor (other than, for the
avoidance of doubt, Success Capital). Upon the written request of the
Trustee, Success Bancshares shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any,
known by Success Bancshares to be owned or held by or for the account
of Success Bancshares, or any other obligor on the Securities or any
Affiliate of Success Bancshares or such obligor (other than, for the
avoidance of doubt, Success Capital), and, subject to the provisions
of Section 6.1, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set
forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.

"Paying Agent" means the Trustee or any Person authorized by Success
Bancshares to pay the principal of (or premium, if any) or interest on, or
other amounts in respect of any Securities on behalf of Success Bancshares.

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

"Place of Payment" means, with respect to the Securities, the place or
places where the principal of (and premium, if any) and interest on the
Securities are payable pursuant to Section 3.1.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For the purposes of this definition, any security
authenticated and delivered under Section 3.7 in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

"Preferred Securities" has the meaning specified in the first recital
of this Indenture.

"Proceeding" has the meaning specified in Section 13.2.

"Property Trustee" means, with respect to Success Capital, the Person
identified as the "Property Trustee" in the Trust Agreement, solely in its
capacity as Property Trustee of Success Capital under the Trust Agreement and
not in its individual capacity, or its successor in interest in such capacity,
or any successor property trustee appointed as therein provided.

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<PAGE> 13

"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or the terms of such Security.

"Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities means, unless otherwise provided pursuant
to Section 3.1 with respect to the Securities, the close of business on the
Business Day immediately preceding the 15th day of March, June, September or
December of each year. In the event the Preferred Securities are not in
book-entry form, the Regular Record Date will be the first day of the month in
which the relevant distributions are payable.

"Responsible Officer", when used with respect to the Property Trustee
means any officer assigned to the Corporate Trust Office, including any
managing director, principal, vice president, assistant vice president,
assistant treasurer, assistant secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
this Indenture, and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

"Securities" or "Security" means any debt securities or debt security,
as the case may be, authenticated and delivered under this Indenture.

"Securities Act" means the Securities Act of 1933, as modified,
amended or supplemented from time to time.

"Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.6.

"Senior and Subordinated Debt" means 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 Success
Bancshares whether or not such claim for post-petition interest is allowed in
such proceeding), on Debt of Success Bancshares 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 Securities or to other Debt which is pari passu with, or subordinated to,
the Securities; provided, however, that Senior and Subordinated Debt shall not
be deemed to include (i) any Debt of Success Bancshares 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 Success
Bancshares, (ii) any Debt of Success Bancshares to any of its Subsidiaries,
(iii) Debt to any employee of Success Bancshares and (iv) any other debt
securities issued pursuant to the Indenture.

"Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.8.

"Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
pursuant to the terms of such Security as the fixed date on which the principal
of such Security or such installment of principal or interest

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<PAGE> 14

is due and payable, as such date may, in the case of such principal, be
shortened or extended as provided pursuant to the terms of such Security and
this Indenture.

"Subsidiary" means an entity more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by Success Bancshares or by
one or more other Subsidiaries, or by Success Bancshares and one or more other
Subsidiaries. For purposes of this definition, "voting stock" means stock that
ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of
any contingency.

"Success Bancshares" means the Person named as "Success Bancshares" in
the first paragraph of this Indenture until a successor entity shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Success Bancshares" shall mean such successor entity.

"Success Capital" has the meaning specified in the first recital of this
Indenture.

"Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that
evidenced by, such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.7 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

"Tax Event" means the receipt by Success Capital of an Opinion of
Counsel (as defined in the Trust Agreement) 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 or administrative pronouncement or
action 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 of
Success Capital, there is more than an insubstantial risk that (i) Success
Capital is, or will be within 90 days of the delivery of such Opinion of
Counsel, subject to United States federal income tax with respect to income
received or accrued on the corresponding series of Securities issued by Success
Bancshares to Success Capital, (ii) interest payable by Success Bancshares on
the Securities is not, or within 90 days of the delivery of such Opinion of
Counsel will not be, deductible by Success Bancshares, in whole or in part, for
United States federal income tax purposes, or (iii) Success Capital is, or will
be within 90 days of the delivery of such Opinion of Counsel, subject to more
than a de minimis amount of other taxes, duties or other governmental charges.

"Trust Agreement" means the Amended and Restated Trust Agreement,
dated as of __________ __, 1998, as amended, modified or supplemented from time
to time, among the trustees of Success Capital named therein, Success
Bancshares, as depositor, and the holders from time to time of undivided
beneficial ownership interests in the assets of Success Capital.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture, solely in its capacity as such and not in its
individual capacity, until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean or include each Person who is then a Trustee hereunder and, if

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<PAGE> 15

at any time there is more than one such Person, "Trustee" as used with respect
to any Securities shall mean the Trustee with respect to such Securities.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
modified, amended or supplemented from time to time, except as provided in
Section 9.5.

"Trust Securities" has the meaning specified in the first recital of
this Indenture.

"Vice President," when used with respect to Success Bancshares, means
any duly appointed vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."

SECTION 1.2. Compliance Certificate and Opinions.

Upon any application or request by Success Bancshares to the Trustee
to take any action under any provision of this Indenture, Success Bancshares
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent (including covenants compliance with which constitutes a
condition precedent), if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent (including
covenants compliance with which constitutes a condition precedent), if any,
have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.4) shall include:

(1) a statement by each individual signing such certificate or
opinion that such individual has read such covenant or condition and
the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions of
such individual contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such individual, he or
she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not
such covenant or condition has been complied with; and

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

SECTION 1.3. Forms of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or

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<PAGE> 16

covered by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

Any certificate or opinion of an officer of Success Bancshares may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to matters upon which his or her certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of Success Bancshares
stating that the information with respect to such factual matters is in the
possession of Success Bancshares, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions, or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.4. Acts of Holders.

(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to
be given to or taken by Holders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments is or are
delivered to the Trustee, and, where it is hereby expressly required,
to Success Bancshares. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.1) conclusive in favor of the Trustee and
Success Bancshares, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a
witness of such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by
a Person acting in other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
or her authority.

(c) The fact and date of the execution by any Person of
any such instrument or writing, or the authority of the Person
executing the same, may also be provided in any other manner that the
Trustee deems sufficient and in accordance with such reasonable rules
as the Trustee may determine.

(d) The ownership of Securities shall be proved by the
Securities Register.

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<PAGE> 17

(e) Any request, demand, authorization, direction,
notice, consent, waiver or other action by the Holder of any Security
shall bind every future Holder of the same Security and the Holder of
every Security issued upon the transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done or suffered to
be done by the Trustee or Success Bancshares in reliance thereon,
whether or not notation of such action is made upon such Security.

(f) Success Bancshares may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities
entitled to give, make or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of
Securities, provided that Success Bancshares may not set a record date
for, and the provisions of this paragraph shall not apply with respect
to, the giving or making of any notice, declaration, request or
direction referred to in the next succeeding paragraph. If any record
date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders
remain Holders after such record date, provided that no such action
shall be effective hereunder unless taken on or prior to the
applicable Expiration Date (as defined below) by Holders of the
requisite principal amount of Outstanding Securities on such record
date. Nothing in this paragraph shall be construed to prevent Success
Bancshares from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action
taken by Holders of the requisite principal amount of Outstanding
Securities on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, Success Bancshares, at its own
expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities in the manner set
forth in Section 1.6.

The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities entitled to join
in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 5.2, (iii) any
request to institute proceedings referred to in Section 5.7(2), or
(iv) any direction referred to in Section 5.12, in each case with
respect to Securities. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date,
and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain
Holders after such record date, provided that no such action shall be
effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of
Outstanding Securities on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and
of no effect) and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities on the date such action is
taken. Promptly after any record date is set pursuant to this
paragraph, the

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<PAGE> 18

Trustee, at Success Bancshares's expense, shall cause notice of such
record date, the proposed action by Holders and the applicable
Expiration Date to be given to Success Bancshares in writing and to
each Holder of Securities in the manner set forth in Section 1.6.

With respect to any record date set pursuant to this Section,
the party hereto that sets such record date may designate any day as
the "Expiration Date" and from time to time may change the Expiration
Date to any earlier or later day, provided that no such change shall
be effective unless notice of the proposed new Expiration Date is
given to the other party hereto in writing, and to each Holder of
Securities in the manner set forth in Section 1.6, on or prior to the
existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party
hereto that set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration
Date as provided in this paragraph. Notwithstanding the foregoing, no
Expiration Date shall be later than the 180th day after the applicable
record date.

(g) Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each
of which may do so pursuant to such appointment with regard to all or
any part of such principal amount.

SECTION 1.5. Notices, Etc. to Trustee and Success Bancshares.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder, any holder of Preferred
Securities or Success Bancshares shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust Office, or

(2) Success Bancshares by the Trustee, any Holder or any
holder of Preferred Securities shall be sufficient for every purpose
(except as otherwise provided in Section 5.1) hereunder if in writing
and mailed, first class, postage prepaid, to Success Bancshares
addressed to it at the address of its principal office specified in
the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by Success Bancshares.

SECTION 1.6. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. If, by reason of the suspension
of or irregularities in regular mail services or for any other reason, it shall
be impossible or impracticable to mail

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<PAGE> 19

notice of any event to Holders when said notice is required to be given
pursuant to any provision of this Indenture or of the Securities, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

SECTION 1.7. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required thereunder to be a part
of and govern this Indenture, the provision of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

SECTION 1.8. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 1.9. Successors and Assigns.

All covenants and agreements in this Indenture by Success Bancshares
shall bind its successors and assigns, whether so expressed or not.

SECTION 1.10. Separability Clause.

If any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
and assigns, the holders of Senior and Subordinated Debt, the Holders of the
Securities and, to the extent expressly provided in Sections 5.2, 5.8, 5.9,
5.11, 5.13, 9.1 and 9.2, the holders of Preferred Securities, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.12. Governing Law.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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<PAGE> 20

SECTION 1.13. Non-Business Days.

If any Interest Payment Date, Redemption Date or Stated Maturity of
any Security shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or the Securities) payment of interest or principal
(and premium, if any) or other amounts in respect of such Security need not be
made on such date, but may be made on the next succeeding Business Day (and no
interest shall accrue in respect of the amounts whose payment is so delayed for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, until such next succeeding Business Day) except
that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (in each case
with the same force and effect as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity).

ARTICLE II
SECURITY FORMS

SECTION 2.1. Forms Generally.

The Securities shall be in substantially the forms set forth in this
Article, or in such other form or forms as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or as may, consistently herewith,
be determined by the officers executing such securities, as evidenced by their
execution of the Securities. If the form of Securities is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of Success
Bancshares and delivered to the Trustee at or prior to the delivery of The
Company Order contemplated by Section 3.3 with respect to the authentication
and delivery of such Securities.

The Trustee's certificates of authentication shall be substantially in
the form set forth in this Article.

The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

Securities distributed to holders of Global Preferred Securities (as
defined in the Trust Agreement) upon the dissolution of Success Capital shall
be distributed in the form of one or more Global Securities registered in the
name of a Depositary or its nominee, and deposited with the Securities
Registrar, as custodian for such Depositary, or with such Depositary, for
credit by the Depositary to the respective accounts of the beneficial owners of
the Securities represented thereby (or such other accounts as they may direct).
Securities distributed to holders of Preferred Securities other than Global
Preferred Securities upon the dissolution of

15
<PAGE> 21

Success Capital shall not be issued in the form of a Global Security or any
other form intended to facilitate book-entry trading in beneficial interests in
such Securities.

SECTION 2.2. Form of Face of Security.

SUCCESS BANCSHARES, INC.
_____% Junior Subordinated Deferrable Interest Debentures due ______, 2028

No. ____ $_______________

SUCCESS BANCSHARES, INC., an Illinois corporation (hereinafter called
"SUCCESS BANCSHARES", which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Success Capital Trust I, or registered assigns, the principal sum of
_________ Dollars on ____________, 2028, or such other principal amount
represented hereby as may be set forth in the records of the Securities
Registrar hereinafter referred to in accordance with the Indenture; provided
that Success Bancshares may shorten the Stated Maturity of the principal of
this Security to a date not earlier than ___________, 2003. Success Bancshares
further promises to pay interest on said principal from __________ __, 1998, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly (subject to deferral as set forth herein) in
arrears on the 15th day of March, June, September and December of each year,
commencing __________ __, 1998 at the rate of _____% per annum, together with
Additional Sums, if any, as provided in Section 10.6 of the Indenture, until
the principal hereof is paid or duly provided for or made available for
payment; provided that any overdue principal, premium or Additional Sums and
any overdue installment of interest shall bear Additional Interest at the rate
of _____% per annum (to the extent that the payment of such interest shall be
legally enforceable), compounded quarterly from the dates such amounts are due
until they are paid or made available for payment, and such interest shall be
payable on demand. The amount of interest payable for any period less than a
full interest period shall be computed on the basis of a 360-day year of twelve
30-day months and the actual days elapsed in a partial month in such period.
The amount of interest payable for any full interest period shall be computed
by dividing the applicable rate per annum by four. The initial payment of
interest on any Security that is issued between a Regular Record Date and the
related Interest Payment Date shall be computed on a pro rata basis, based on
the number of days between such Regular Record Date and such Interest Payment
Date, and shall be payable on the next succeeding Interest Payment Date
following such Interest Payment Date. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest installment, which shall be the 15th day
of March, June, September and December (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.

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<PAGE> 22

So long as no Event of Default has occurred and is continuing, Success
Bancshares shall have the right, at any time during the term of this Security,
from time to time to defer the payment of interest on this Security for up to
20 consecutive quarterly interest payment periods with respect to each deferral
period (each an "EXTENSION PERIOD"), during which Extension Periods Success
Bancshares shall have the right to make partial payments of interest on any
Interest Payment Date, and at the end of which Success Bancshares shall pay all
interest then accrued and unpaid including Additional Interest, as provided
below; provided however, that no Extension Period shall extend beyond the
Stated Maturity of the principal of this Security, as then in effect, and no
such Extension Period may end on a date other than an Interest Payment Date;
and provided further, however, that during any such Extension Period, Success
Bancshares shall not (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
Success Bancshares' capital stock (other than (a) paying dividends or
distributions in common stock of Success Bancshares, (b) redeeming rights or
taking certain other actions under a shareholders' rights plan, (c)
reclassifying any class of Success Bancshares' capital stock into another class
of capital stock and (d) purchasing Success Bancshares' common stock related to
rights under any of Success Bancshares' benefit plans for its 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
Success Bancshares that rank pari passu with or junior in interest to the
Securities (except for payments under the Guarantee) or (iii) redeem, purchase
or acquire less than all of the Securities or any of the Preferred Securities.
Prior to the termination of any such Extension Period, Success Bancshares may
further defer the payment of interest, provided that no Event of Default has
occurred and is continuing, no Extension Period shall exceed 20 consecutive
quarterly interest payment periods, extend beyond the Stated Maturity of the
principal of this Security or end on a date other than an Interest Payment
Date. Upon the termination of any such Extension Period and upon the payment of
all accrued and unpaid interest and any Additional Interest then due on any
Interest Payment Date, Success Bancshares may elect to begin a new Extension
Period, subject to the above conditions. No interest shall be due and payable
during an Extension Period, except at the end thereof, but each installment of
interest that would otherwise have been due and payable during such Extension
Period shall bear Additional Interest (to the extent that the payment of such
interest shall be legally enforceable) at the rate of _____% per annum,
compounded quarterly and calculated as set forth in the first paragraph of this
Security, from the date on which such amounts would otherwise have been due and
payable until paid or made available for payment. Success Bancshares shall give
the Trustee, the Property Trustee and the Administrative Trustees notice of its
election to begin any Extension Period at least one Business Day prior to the
next succeeding Interest Payment Date on which interest on this Security would
be payable but for such deferral or so long as such securities are held by
Success Capital Trust I, at least one Business Day prior to the earlier of (i)
the next succeeding date on which Distributions on the Preferred Securities of
Success Capital would be payable but for such deferral, and (ii) the date the
Administrative Trustees are required to give notice to the New York Stock
Exchange, the Nasdaq National Market or any applicable stock exchange or
automated quotation system on which the Preferred Securities are then listed or
quoted or to the holders of the Preferred Securities of the record date or the
date such Distributions are payable, but in any event not less than one
Business Day prior to such record date.

Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of Success Bancshares maintained
for that purpose in the United States, in such coin or currency of the United
States of America as at the time of payment is

17
<PAGE> 23

legal tender for payment of public and private debts; provided however, that at
the option of Success Bancshares payment of interest may be made by (i) check
mailed to the address of the Person entitled thereto as such address shall
appear in the Securities Register or (ii) by wire transfer in immediately
available funds at such place and to such account as may be designated by the
Person entitled thereto as specified in the Securities Register.

The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payments to the prior
payment in full of all Senior and Subordinated Debt, and this Security is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on his or her
behalf to take such actions as may be necessary or appropriate to effectuate
the subordination so provided, and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
her acceptance hereof, waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior and
Subordinated Debt, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

IN WITNESS WHEREOF, Success Bancshares has caused this instrument to
be duly executed under its corporate seal.

SUCCESS BANCSHARES, INC.

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

Attest:

- - - - --------------------------------
Secretary or Assistant Secretary

18
<PAGE> 24

SECTION 2.3. Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of
Success Bancshares (herein called the "SECURITIES"), issued and to be issued
under the Junior Subordinated Indenture, dated as of __________ __, 1998
(herein called the "INDENTURE"), between Success Bancshares and Bankers Trust
Company, as Trustee (herein called the "TRUSTEE", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of Success
Bancshares, the Trustee, the holders of Senior and Subordinated Debt and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

All terms used in this Security that are defined in the Indenture or
in the Amended and Restated Trust Agreement dated as of __________ __, 1998 (as
modified, amended or supplemented from time to time, the "TRUST AGREEMENT"),
relating to Success Capital Trust I ("SUCCESS CAPITAL") among Success
Bancshares, as Depositor, the Trustees named therein and the Holders from time
to time of the Trust Securities issued pursuant thereto shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case may be.

Success Bancshares has the right to redeem this Security (i) on or
after ___________, 2003 in whole at any time or in part from time to time, or
(ii) in whole (but not in part), at any time within 90 days following the
occurrence and during the continuation of a Tax Event, Investment Company
Event, or Capital Treatment Event, in each case at the Redemption Price
described below, and subject to prior regulatory approval, if required. The
Redemption Price shall equal 100% of the principal amount hereof being
redeemed, together with accrued interest to but excluding the date fixed for
redemption.

In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

[If applicable, insert--The Indenture contains provisions for
defeasance at any time [of the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance by Success Bancshares with certain
conditions set forth in the Indenture.]

The Indenture permits, with certain exceptions as therein provided,
Success Bancshares and the Trustee at any time to enter into a supplemental
indenture or indentures for the purpose of modifying in any manner the rights
and obligations of Success Bancshares and of the Holders of the Securities,
with the consent of the Holders of not less than a majority in principal amount
of the Outstanding Securities to be affected by such supplemental indenture.
The Indenture also contains provisions permitting Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all Securities, to waive compliance by Success
Bancshares with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

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<PAGE> 25

[If the Security is not a Discount Security, insert--As provided in
and subject to the provisions of the Indenture, if an Event of Default with
respect to the Securities at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities may declare the
principal amount of all the Securities to be due and payable immediately, by a
notice in writing to Success Bancshares (and to the Trustee if given by
Holders), provided that, if upon an Event of Default, the Trustee or such
Holders fail to declare the principal of all the Outstanding Securities to be
immediately due and payable, the Holders of at least 25% in aggregate
Liquidation Amount of the Preferred Securities then outstanding shall have the
right to make such declaration by a notice in writing to Success Bancshares and
the Trustee; and upon any such declaration the principal amount of and the
accrued interest (including any Additional Interest) on all the Securities
shall become immediately due and payable, provided that the payment of
principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article XIII of the
Indenture.]

[If the Security is a Discount Security, insert--As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities at the time Outstanding occurs and is continuing, then and in
every such case the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities may declare an amount of
principal of the Securities to be due and payable immediately, by a notice in
writing to Success Bancshares (and to the Trustee if given by Holders),
provided that, if upon an Event of Default, the Trustee or such Holders fail to
declare such principal amount of the Outstanding Securities to be immediately
due and payable, the Holders of at least 25% in aggregate Liquidation Amount of
the Preferred Securities then outstanding shall have the right to make such
declaration by a notice in writing to Success Bancshares and the Trustee. The
principal amount payable upon such acceleration shall be equal to [insert
formula for determining the amount]. Upon any such declaration, such amount of
the principal of and the accrued interest (including any Additional Interest)
on all the Securities shall become immediately due and payable, provided that
the payment of such principal and interest (including any Additional Interest)
on all the Securities shall remain subordinated to the extent provided in
Article XIII of the Indenture. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal, premium
and interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of Success Bancshares's obligations in
respect of the payment of the principal of and premium and interest, if any, on
this Security shall terminate.]

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of Success Bancshares,
which is absolute and unconditional, to pay the principal of (and premium, if
any) and interest (including Additional Interest) on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of Success Bancshares maintained under Section
10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to Success Bancshares and
the Securities Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and

20
<PAGE> 26

thereupon one or more new Securities, of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations
therein set forth, Securities are exchangeable for a like aggregate principal
amount of Securities and of like tenor of a different authorized denomination,
as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer
or exchange, but Success Bancshares may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of
transfer, Success Bancshares, the Trustee and any agent of Success Bancshares
or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue,
and neither Success Bancshares, the Trustee nor any such agent shall be
affected by notice to the contrary.

Success Bancshares and, by its acceptance of this Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, this Security agrees that for United States federal,
state and local tax purposes it is intended that this Security constitute
indebtedness.

THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF SUCCESS
BANCSHARES, DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.

SECTION 2.4. Additional Provisions Required in Global Security.

Unless otherwise specified as contemplated by Section 3.1, any Global
Security issued hereunder shall, in addition to the provisions contained in
Sections 2.2 and 2.3, bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

21
<PAGE> 27

SECTION 2.5. Form of Trustee's Certificate of Authentication.

The Trustee's certificates of authentication shall be in substantially
the following form:

This is one of the Securities referred to in the within-mentioned
Indenture.

Dated: BANKERS TRUST COMPANY,
------------------------- as Trustee

By:
------------------------------
Authorized Signatory

ARTICLE III
THE SECURITIES

SECTION 3.1. Title and Terms.

The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is $____________.

The Securities' Stated Maturity shall be ______________, 2028.

The Securities, established pursuant to a Board Resolution, shall bear
interest at a per annum rate equal to _____% from __________ __, 1998 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, payable quarterly (subject to deferral as set
forth in Section 3.12), in arrears, on the 15th day of March, June, September
and December of each year, commencing June 15, 1998, until the principal
thereof is paid or made available for payment. Interest will compound quarterly
and will accrue at a per annum rate equal to _____%, to the extent permitted by
applicable law, on any interest installment in arrears for more than one
quarterly period or during an Extension Period.

The principal of and interest on the Securities shall be payable at
the office or agency of the Paying Agent in the United States maintained for
such purpose or at any other office or agency maintained by Success Bancshares
for such purpose in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of Success Bancshares payment of interest
may be made (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
in immediately available funds at such place and to such account as may be
designated by the Person entitled thereto as specified in the Security
Register.

Securities shall be issuable in whole or in part in the form of one or
more Global Securities and, in such case, the Depositary for such Global
Securities shall be The Depository Trust Company.

The Securities shall be subordinated in right of payment to Senior and
Subordinated Debt as provided in Article XIII.

22
<PAGE> 28

SECTION 3.2. Denominations.

The Securities shall be in registered form without coupons and shall
be issuable in denominations of $10 and any integral multiple thereof.

SECTION 3.3. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of Success Bancshares by
its Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, under its corporate seal reproduced or impressed
thereon and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile.

Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of Success Bancshares shall bind
Success Bancshares, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities. At any
time and from time to time after the execution and delivery of this Indenture,
Success Bancshares may deliver Securities executed by Success Bancshares to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with The Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities have been established by or pursuant to one or
more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 6.1) shall be fully protected in relying upon,
an Opinion of Counsel stating,

(1) if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 2.1, that such
form has been established in conformity with the provisions of this
Indenture;

(2) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.1, that such
terms have been established in conformity with the provisions of this
Indenture; and

(3) that such Securities, when authenticated and delivered by the
Trustee and issued by Success Bancshares in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute
valid and legally binding obligations of Success Bancshares
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
that is not reasonably acceptable to the Trustee.

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<PAGE> 29

Notwithstanding the provisions of the preceding paragraph, if all
Securities are not to be originally issued at one time, it shall not be
necessary to deliver the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or prior to the authentication
of each Security if such documents are delivered at or prior to the
authentication upon original issuance of the first Security to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by Success
Bancshares, and Success Bancshares shall deliver such Security to the Trustee
for cancellation as provided in Section 3.10, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

SECTION 3.4. Temporary Securities.

Pending the preparation of definitive Securities, Success Bancshares
may execute, and upon receipt of a Company Order the Trustee shall authenticate
and deliver, temporary Securities that are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

If temporary Securities are issued, Success Bancshares will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of Success Bancshares designated for that
purpose without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities, Success Bancshares shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive securities, of any authorized denominations having the same
Original Issue Date and Stated Maturity and having the same terms as such
temporary Securities. Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities.

SECTION 3.5. Global Securities.

(a) Each Global Security issued under this Indenture shall be
registered in the name of the Depositary designated by Success Bancshares for
such Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

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<PAGE> 30

(b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged for Securities registered in the names of persons
other than the Depositary or its nominee unless (i) the Depositary notifies the
Trustee that it is unwilling or unable to continue as a depositary for such
Global Security and Success Bancshares is unable to locate a qualified
successor depositary, (ii) Success Bancshares executes and delivers to the
Trustee a written order stating that it elects to terminate the book-entry
system through the Depositary or (iii) there shall have occurred and be
continuing an Event of Default.

(c) If any Global Security is to be exchanged for other Securities or
cancelled in whole, it shall be surrendered by or on behalf of the Depositary
or its nominee to the Securities Registrar for exchange or cancellation as
provided in this Article III. If any Global Security is to be exchanged for
other Securities or cancelled in part, or if another Security is to be
exchanged in whole or in part for a beneficial interest in any Global Security,
then either (i) such Global Security shall be so surrendered for exchange or
cancellation as provided in this Article III or (ii) the principal amount
thereof shall be reduced, or increased by an amount equal to the portion
thereof to be so exchanged or cancelled, or equal to the principal amount of
such other Security to be so exchanged for a beneficial interest therein, as
the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security by the Depositary, accompanied
by registration instructions, the Trustee shall, subject to Section 3.6(b) and
as otherwise provided in this Article III, authenticate and deliver any
Securities issuable in exchange for such Global Security (or any portion
thereof) in accordance with the instructions of the Depositary. The Trustee
shall not be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be fully protected in relying on, such
instructions.

(d) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.

(e) The Depositary or its nominee, as the registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable
Procedures. Accordingly, any such owner's beneficial interest in a Global
Security shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or its nominee or
agent. Neither the Trustee nor the Securities Registrar shall have any
liability in respect of any transfers effected by the Depositary.

(f) The rights of owners of beneficial interests in a Global Security
shall be exercised only through the Depositary and shall be limited to those
established by law and agreements between such owners and the Depositary and/or
its Agent Members.

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SECTION 3.6. Registration, Transfer and Exchange Generally;
Certain Transfers and Exchanges.

(a) Success Bancshares shall cause to be kept at the Corporate Trust
Office of the Trustee a register in which, subject to such reasonable
regulations as it may prescribe, Success Bancshares shall provide for the
registration of Securities and transfers of Securities. Such register is herein
sometimes referred to as the "Securities Register." The Trustee is hereby
appointed "Securities Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security at the
offices or agencies of Success Bancshares designated for that purpose, Success
Bancshares shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Securities of any authorized denominations of like tenor and aggregate
principal amount.

At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations, of like tenor and aggregate
principal amount upon surrender of the Securities to be exchanged at such
office or agency. Whenever any securities are so surrendered for exchange,
Success Bancshares shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive.

All Securities issued upon any transfer or exchange of Securities
shall be the valid obligations of Success Bancshares, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

Every Security presented or surrendered for transfer or exchange shall
(if so required by Success Bancshares or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to Success
Bancshares and the Securities Registrar, duly executed by the Holder thereof or
such Holder's attorney duly authorized in writing.

No service charge shall be made to a Holder for any transfer or
exchange of Securities, but Success Bancshares may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Securities.

Neither Success Bancshares nor the Trustee shall be required, pursuant
to the provisions of this Section, (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before the day of selection for redemption of Securities pursuant to
Article XI and ending at the close of business on the day of mailing of the
notice of redemption, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any such Security to be redeemed in part, any portion thereof not to be
redeemed.

(b) Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture, transfers and exchanges of Securities and
beneficial interests in a Global Security shall be made only in accordance with
this Section 3.6(b).

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(i) Non-Global Security to Non-Global Security. A Security that is
not a Global Security may be transferred, in whole or in part, to a
Person who takes delivery in the form of another Security that is not
a Global Security as provided in Section 3.6(a).

(ii) Exchanges Between Global Security and Non-Global Security. A
beneficial interest in a Global Security may be exchanged for a
Security that is not a Global Security as provided in Section 3.5.

SECTION 3.7. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by Success Bancshares or the
Trustee to save each of them harmless, Success Bancshares shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security, of
like tenor and aggregate principal amount, bearing the same legends, and
bearing a number not contemporaneously outstanding.

If there shall be delivered to Success Bancshares and to the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to Success
Bancshares or the Trustee that such Security has been acquired by a bona fide
purchaser, Success Bancshares shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security, of like tenor and aggregate principal amount and
bearing the same legends as such destroyed, lost or stolen Security, and
bearing a number not contemporaneously outstanding.

If any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, Success Bancshares in its discretion
may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section 3.7, Success
Bancshares may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of Success Bancshares, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

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SECTION 3.8. Payment of Interest and Additional Interest; Interest
Rights Preserved.

Interest and Additional Interest on any Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date, shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest in respect of Securities, except that, unless otherwise
provided in the Securities, interest payable on the Stated Maturity of the
principal of a Security shall be paid to the Person to whom principal is paid.
The initial payment of interest on any Security that is issued between a
Regular Record Date and the related Interest Payment Date shall be computed on
a pro rata basis, based on the number of days between such Regular Record Date
and such Interest Payment Date, and shall be payable on the next succeeding
Interest Payment Date following such Interest Payment Date.

Any interest on any Security that is due and payable, but is not
timely paid or duly provided for, on any Interest Payment Date ("DEFAULTED
INTEREST") shall forthwith cease to be payable to the registered Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by Success Bancshares, at its election in each
case, as provided in clause (1) or (2) below:

(1) Success Bancshares may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities in respect of
which interest is in default (or their respective Predecessor
Securities) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, which shall be fixed
in the following manner. Success Bancshares shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date of the proposed payment, at the same time Success
Bancshares shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon, the
Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest, which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify Success Bancshares
of such Special Record Date and, in the name and at the expense of
Success Bancshares, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first class, postage prepaid, not less than 10 days prior to such
Special Record Date, to each Holder of a Security at the address of
such Holder as it appears in the Securities Register. The Trustee may,
in its discretion, in the name and at the expense of Success
Bancshares, cause a similar notice to be published at least once in a
newspaper, customarily published in the English language on each
Business Day and of general circulation in the Borough of Manhattan,
The City of New York, but such publication shall not be a condition
precedent to the establishment of such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names the Securities (or their
respective Predecessor Securities) are registered on such Special
Record Date and shall no longer be payable pursuant to the following
clause (2).

(2) Success Bancshares may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any
securities exchange on

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which the Securities in respect of which interest is in default may be
listed and, upon such notice as may be required by such exchange (or
by the Trustee if the Securities are not listed), if, after notice
given by Success Bancshares to the Trustee of the proposed payment
pursuant to this clause 2, such payment shall be deemed practicable by
the Trustee.

Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or
in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue interest, that were carried by such
other Security.

SECTION 3.9. Persons Deemed Owners.

Success Bancshares, the Trustee and any agent of Success Bancshares or
the Trustee shall treat the Person in whose name any Security is registered as
the owner of such Security for the purpose of receiving payment of principal of
and (subject to Section 3.8) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither
Success Bancshares, the Trustee nor any agent of Success Bancshares or the
Trustee shall be affected by notice to the contrary.

No holder of any beneficial interest in any Global Security held on
its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by Success
Bancshares, the Trustee and any agent of Success Bancshares or the Trustee as
the owner of such Global Security for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent Success Bancshares, the Trustee or
any agent of Success Bancshares or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by a Depositary
or impair, as between a Depositary and such holders of beneficial interests,
the operation of customary practices governing the exercise of the rights of
the Depositary (or its nominee) as Holder of any Security.

SECTION 3.10. Cancellation.

All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Securities surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it.
Success Bancshares may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder that Success
Bancshares may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities shall be destroyed by the Trustee and the Trustee shall deliver to
Success Bancshares a certificate of such destruction.

SECTION 3.11. Computation of Interest.

Interest on the Securities for any period shall be computed on the
basis of a 360-day year of twelve 30-day months and the actual number of days
elapsed in any partial month in

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such period, and interest on the Securities for a full period shall be computed
by dividing the rate per annum by the number of interest periods that together
constitute a full twelve months.

SECTION 3.12. Deferrals of Interest Payment Dates.

So long as no Event of Default has occurred and is continuing, Success
Bancshares shall have the right, at any time during the term of the Securities,
from time to time to defer the payment of interest on such Securities for such
period or periods (each an "EXTENSION PERIOD") not to exceed 20 consecutive
quarterly periods with respect to each Extension Period, during which Extension
Periods Success Bancshares shall have the right to make partial payments of
interest on any Interest Payment Date. No Extension Period shall end on a date
other than an Interest Payment Date. At the end of any such Extension Period,
Success Bancshares shall pay all interest then accrued and unpaid on the
Securities (together with Additional Interest thereon, if any, at the rate
specified for the Securities to the extent permitted by applicable law);
provided, however, that no Extension Period shall extend beyond the Stated
Maturity of the principal of the Securities; and provided further, however,
that, during any such Extension Period, Success Bancshares shall not (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of Success Bancshares'
capital stock (other than (a) paying dividends or distributions in common stock
of Success Bancshares, (b) redeeming rights or taking certain other actions
under a shareholders' rights plan, (c) reclassifying any class of Success
Bancshares' capital stock into another class of capital stock and (d)
purchasing Success Bancshares' common stock related to rights under any of
Success Bancshares' benefit plans for its 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 Success Bancshares that rank pari
passu with or junior in interest to the Securities (except for payments under
the Guarantee) or (iii) redeem, purchase or acquire less than all of the
Securities or any of the Preferred Securities. Prior to the termination of
any such Extension Period, Success Bancshares may further defer the payment of
interest, provided that no Event of Default has occurred and is continuing and
provided further, that no Extension Period shall exceed twenty (20) consecutive
quarterly periods or extend beyond the Stated Maturity of the principal of such
Securities or end on a date other than an Interest Payment Date. Upon the
termination of any such Extension Period and upon the payment of all accrued
and unpaid interest and any Additional Interest then due on any Interest
Payment Date, Success Bancshares may elect to begin a new Extension Period,
subject to the above conditions. No interest or Additional Interest shall be
due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Additional Interest. Success Bancshares shall
give the Trustee notice of its election to begin any such Extension Period at
least one Business Day prior to the next succeeding Interest Payment Date on
which interest on Securities would be payable but for such deferral or, with
respect to any Securities issued to Success Capital, so long as any such
Securities are held by Success Capital, at least one Business Day prior to the
earlier of (i) the next succeeding date on which Distributions on the Preferred
Securities of Success Capital would be payable but for such deferral, and (ii)
the date on which the Property Trustee of Success Capital is required to give
notice to holders of such Preferred Securities of the record date or the date
such Distributions are payable, but in any event not less than one Business Day
prior to such record date.

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The Trustee shall promptly give notice of Success Bancshares's
election to begin any such Extension Period to the Holders of the Outstanding
Securities.

SECTION 3.13. Right of Set-Off.

With respect to the Securities initially issued to Success Capital,
notwithstanding anything to the contrary herein, Success Bancshares shall have
the right to set off any payment it is otherwise required to make in respect of
any such Security to the extent Success Bancshares has theretofore made, or is
concurrently on the date of such payment making, a payment under the Guarantee
relating to such Security or to a holder of Preferred Securities pursuant to an
action undertaken under Section 5.8 of this Indenture.

SECTION 3.14. Agreed Tax Treatment.

Each Security issued hereunder shall provide that Success Bancshares
and, by its acceptance of a Security or a beneficial interest therein, the
Holder of, and any Person that acquires a beneficial interest in, such Security
agree that for United States federal, state and local tax purposes it is
intended that such Security constitutes indebtedness.

SECTION 3.15. CUSIP Numbers.

Success Bancshares, in issuing the Securities, may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers
in notice of redemption and other similar or related materials as a convenience
to Holders; provided that any such notice or other materials may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or other
materials and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

SECTION 3.16 Shortening of Stated Maturity

Success Bancshares shall have the right to shorten the Stated Maturity
of the principal of the Securities at any time to any date not earlier than
________, 2003, subject to Success Bancshares having received prior approval of
the Federal Reserve if then required under applicable capital guidelines or
policies of the Federal Reserve. In the event Success Bancshares elects to
shorten the Stated Maturity of the Securities, it shall give notice to the
Holders, the Trustee and, in the case of Securities issued to Success Capital,
Success Capital of such shortening no less than 90 days prior to the
effectiveness thereof.

Section 3.17 Listing of Securities Upon Liquidation of Success
Capital

If the Securities are distributed to the holders of Preferred
Securities pursuant to Section 9.4 of the Trust Agreement, Success Bancshares
will use its best efforts to list the Securities on the Nasdaq National Market
or such other stock exchange or automated quotation system, if any, on which the
Preferred Securities are then listed or quoted. The Trustee, the Property
Trustee, the Delaware Trustee and the Guarantee Trustee shall have no obligation
to list the Securities on any stock exchange or automated quotation system.

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ARTICLE IV
SATISFACTION AND DISCHARGE

SECTION 4.1. Satisfaction and Discharge of Indenture.

This Indenture shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and as otherwise provided
in this Section 4.1) and the Trustee, on demand of and at the expense of
Success Bancshares, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered
(other than (i) Securities that have been destroyed, lost or stolen
and that have been replaced or paid as provided in Section 3.7 and
(ii) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by Success
Bancshares and thereafter repaid to Success Bancshares or discharged
from such trust, as provided in Section 10.3) have been delivered to
the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the
Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated
Maturity within one year of the date of deposit, or

(iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the
expense, of Success Bancshares,and Success Bancshares, in the
case of subclause (B)(i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds in
trust for such purpose an amount in the currency or currencies
in which the Securities are payable sufficient to pay and
discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for the
principal (and premium, if any) and interest (including any
Additional Interest) to the date of such deposit (in the case
of Securities that have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;

(2) Success Bancshares has paid or caused to be paid all other sums
payable hereunder by Success Bancshares; and

(3) Success Bancshares has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that all conditions
precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.

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Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of Success Bancshares to the Trustee under Section 6.7,
the obligations of Success Bancshares to any Authenticating Agent
under Section 6.14 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.2 and the last paragraph of
Section 10.3 shall survive.

SECTION 4.2. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by the Trustee, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including Success Bancshares acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal (and premium,
if any) and interest and Additional Interest for the payment of which such
money or obligations have been deposited with or received by the Trustee.

ARTICLE V
REMEDIES

SECTION 5.1. Events of Default.

"Event of Default", wherever used herein with respect to the
Securities, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
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):

(1) default in the payment of any interest upon any Security,
including any Additional Interest in respect thereof, when it becomes
due and payable and continuance of such default for a period of 30
days (subject to the deferral of any due date in the case of an
Extension Period); or

(2) default in the payment of the principal of any Security
when due, whether at maturity, upon redemption, by declaration of
acceleration or otherwise; or

(3) failure on the part of Success Bancshares duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of Success Bancshares in the Securities or in
this Indenture for a period of 60 days after the date on which written
notice of such failure, requiring Success Bancshares to remedy the
same, shall have been given to Success Bancshares by the Trustee by
registered or certified mail or to Success Bancshares and the Trustee
by the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities; or

(4) the occurrence of the appointment of a receiver or other
similar official in any liquidation, insolvency or similar proceeding
with respect to Success Bancshares or all or substantially all of its
property; or a court or other governmental agency shall enter a

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decree or order appointing a receiver or similar official and such
decree or order shall remain unstayed and undischarged for a period of
60 days; or

(5) any other Event of Default provided with respect to the
Securities.

SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified in
Section 5.1(4)) with respect to Securities at the time Outstanding occurs and
is continuing, then, and in every such case, the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Outstanding Securities may
declare the principal amount (or, if the Securities are Discount Securities,
such portion of the principal amount as may be specified in the terms) of all
the Securities to be due and payable immediately, by a notice in writing to
Success Bancshares (and to the Trustee if given by Holders), provided that, if,
upon an Event of Default, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities fail to declare the principal of
all the Outstanding Securities to be immediately due and payable, the holders
of at least 25% in aggregate Liquidation Amount (as defined in the Trust
Agreement) of the Preferred Securities issued by Success Capital then
outstanding shall have the right to make such declaration by a notice in
writing to Success Bancshares and the Trustee; and upon any such declaration
such principal amount (or specified portion thereof) of and the accrued
interest (including any Additional Interest) on all the Securities shall become
immediately due and payable. If an Event of Default specified in Section 5.1(4)
with respect to Securities at the time Outstanding occurs, the principal amount
of all the Securities (or, if the Securities are Discount Securities, such
portion of the principal amount of such Securities as may be specified by the
terms) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable. Payment
of principal and interest (including any Additional Interest) on such
Securities shall remain subordinated to the extent provided in Article XIII
notwithstanding that such amount shall become immediately due and payable as
herein provided.

At any time after such a declaration of acceleration with respect to
the Securities has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in aggregate principal amount of the
Outstanding Securities, by written notice to Success Bancshares and the
Trustee, may rescind and annul such declaration and its consequences if:

(1) Success Bancshares has paid or deposited with the Trustee
a sum sufficient to pay:

(A) all overdue installments of interest on all
Securities;

(B) any accrued Additional Interest on all
Securities;

(C) the principal of (and premium, if any, on) any
Securities that have become due otherwise than by such
declaration of acceleration and interest and Additional
Interest thereon at the rate borne by the Securities; and

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(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel; and

(2) all Events of Default with respect to Securities, other
than the non-payment of the principal of Securities that has become
due solely by such acceleration, have been cured or waived as provided
in Section 5.13.

If the Holders of Securities fail to annul such declaration and waive
such default, the holders of a majority in aggregate Liquidation Amount (as
defined in the Trust Agreement) of Preferred Securities issued by Success
Capital then outstanding shall also have the right to rescind and annul such
declaration and its consequences by written notice to Success Bancshares and
the Trustee, subject to the satisfaction of the conditions set forth in clauses
(1) and (2) above of this section 5.2.

No such rescission shall affect any subsequent default or impair any
right consequent thereon.

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement
by Trustee.

Success Bancshares covenants that if:

(1) default is made in the payment of any installment of interest
(including any Additional Interest) on any Security when such interest
becomes due and payable and such default continues for a period of 30
days, or

(2) default is made in the payment of the principal of (and premium,
if any, on) any Security at the Stated Maturity thereof.

Success Bancshares will, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holders of the Securities, the whole amount
then due and payable on the Securities for principal (and premium, if any) and
interest (including any Additional Interest), and, in addition thereto, all
amounts owing the Trustee under Section 6.7.

If Success Bancshares fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against Success Bancshares or any other obligor upon such
Securities and collect the monies adjudged or decreed to be payable in the
manner provided by law out of the property of Success Bancshares or any other
obligor upon the Securities, wherever situated.

If an Event of Default with respect to Securities occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.

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SECTION 5.4. Trustee May File Proofs of Claim.

In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial or
administrative proceeding relative to Success Bancshares or any other obligor
upon the Securities or the property of Success Bancshares or of such other
obligor or their creditors,

(a) the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on Success Bancshares for the payment of overdue principal (and premium, if
any) or interest (including any Additional Interest)) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

(i) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest (including any Additional Interest)
owing and unpaid in respect to the Securities and to file such other
papers or documents as may be necessary or advisable and to take any
and all actions as are authorized under the Trust Indenture Act in
order to have the claims of the Holders and any predecessor to the
Trustee under Section 6.7 allowed in any such judicial or
administrative proceedings; and

(ii) in particular, the Trustee shall be authorized to collect and
receive any monies or other property payable or deliverable on any
such claims and to distribute the same in accordance with Section 5.6;
and

(b) any custodian, receiver, assignee, trustee, liquidator,
sequestrator, conservator (or other similar official) in any such judicial or
administrative proceeding is hereby authorized by each Holder to make such
payments to the Trustee for distribution in accordance with Section 5.6, and in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it and any
predecessor Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

SECTION 5.5. Trustee May Enforce Claim Without Possession of
Securities.

All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall,
subject to Article XIII and after provision for the payment of all the amounts
owing the Trustee and any predecessor Trustee under Section 6.7, its agents and
counsel, be for the ratable benefit of the Holders of the Securities in respect
of which such judgment has been recovered.

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SECTION 5.6. Application of Money Collected.

Any money or property collected or to be applied by the Trustee with
respect to the Securities pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money or property on account of principal (or premium, if
any) or interest (including any Additional Interest), upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.7;

SECOND: Subject to Article XIII, to the payment of the amounts then
due and unpaid upon Securities for principal (and premium, if any) and interest
(including any Additional Interest) in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Securities for
principal (and premium, if any) and interest (including any Additional
Interest), respectively; and

THIRD: The balance, if any, to the Person or Persons entitled thereto.

SECTION 5.7. Limitation on Suits.

Subject to Section 5.8, no Holder of any Securities shall have any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture or for the appointment of a receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) or for any other remedy hereunder,
unless:

(1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the
Securities;

(2) the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities shall have made written request
to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and

(5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of
a majority in aggregate principal amount of the Outstanding
Securities; it being understood and intended that no one or more of
such Holders shall have any right in any manner whatever by virtue of,
or by availing itself of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holders of Securities, or
to obtain or to seek to obtain priority or preference

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over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and
ratable benefit of all such Holders.

SECTION 5.8. Unconditional Right of Holders to Receive Principal,
Premium and Interest; Direct Action by Holders of
Preferred Securities.

Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Sections 3.8 and 3.12) interest (including any Additional Interest) on such
Security on the Stated Maturity (or in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder. Any
registered holder of the Preferred Securities issued by Success Capital shall
have the right, upon the occurrence of an Event of Default described in Section
5.1(1) or 5.1(2), to institute a suit directly against Success Bancshares for
enforcement of payment to such holder of principal of (premium, if any) and
(subject to Sections 3.8 and 3.12) interest (including any Additional Interest)
on the Securities having a principal amount equal to the aggregate Liquidation
Amount (as defined in the Trust Agreement) of such Preferred Securities held by
such holder.

SECTION 5.9. Restoration of Rights and Remedies.

If the Trustee, any Holder or any holder of Preferred Securities
issued by Success Capital has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee, such
Holder or such holder of Preferred Securities, then, and in every such case,
Success Bancshares, the Trustee, such Holders and such holder of Preferred
Securities shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee, such Holder and such holder of
Preferred Securities shall continue as though no such proceeding had been
instituted.

SECTION 5.10. Rights and Remedies Cumulative.

Except as otherwise provided in the last paragraph of Section 3.7, no
right or remedy herein conferred upon or reserved to the Trustee or the Holders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 5.11. Delay or Omission Not Waiver.

No delay or omission of the Trustee, any Holder of any Security with
respect to the Securities or any holder of any Preferred Security to exercise
any right or remedy accruing upon any Event of Default with respect to the
Securities shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.

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Every right and remedy given by this Article or by law to the Trustee
or to the Holders and the right and remedy given to the holders of Preferred
Securities by Sections 5.2 and 5.8 may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee, the Holders or the holders of
Preferred Securities, as the case may be.

SECTION 5.12. Control by Holders.

The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee, with respect to the
Securities, provided that:

(1) such direction shall not be in conflict with any rule of
law or with this Indenture,

(2) the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction, and

(3) subject to the provisions of Section 6.1, the Trustee
shall have the right to decline to follow such direction if a
Responsible Officer or Officers of the Trustee shall, in good faith,
determine that the proceeding so directed would be unjustly
prejudicial to the Holders not joining in any such direction or would
involve the Trustee in personal liability.

SECTION 5.13. Waiver of Past Defaults.

The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities affected thereby and the holders of a majority in
aggregate Liquidation Amount (as defined in the Trust Agreement) of the
Preferred Securities issued by Success Capital may waive any past default
hereunder and its consequences except a default:

(1) in the payment of the principal of (or premium, if any) or
interest (including any Additional Interest) on any Security (unless
such default has been cured and Success Bancshares has paid to or
deposited with the Trustee a sum sufficient to pay all matured
installments of interest (including Additional Interest) and all
principal of (and premium, if any, on) all Securities due otherwise
than by acceleration), or

(2) in respect of a covenant or provision hereof that under
Article IX cannot be modified or amended without the consent of each
Holder of any Outstanding Security affected.

Any such waiver shall be deemed to be on behalf of the Holders of all
the Securities, or in the case of waiver by holders of Preferred Securities
issued by Success Capital, by all holders of Preferred Securities issued by
Success Capital.

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

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SECTION 5.14. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may,
in its discretion, require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may,
in its discretion, assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant, but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in aggregate principal amount of the Outstanding
Securities, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Security on or after the Stated Maturity.

SECTION 5.15. Waiver of Usury, Stay or Extension Laws.

Success Bancshares covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and Success
Bancshares (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

ARTICLE VI
THE TRUSTEE

SECTION 6.1. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,

(1) the Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture
against the Trustee; and

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

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(b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

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

(1) this subsection shall not be construed to limit the effect
of subsection (a) of this Section;

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

(3) the 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 Holders pursuant to Section 5.12 relating to the
time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture with respect to the Securities.

(d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

(e) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

SECTION 6.2. Notice of Defaults.

Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Securities, the Trustee shall transmit by mail to all Holders of Securities, as
their names and addresses appear in the Securities Register, notice of such
default, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest (including any Additional Interest) on any
Security, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of
Securities; and provided further, that, in the case of any default of the
character specified in Section 5.1(3), no such notice to Holders of Securities
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event that is, or after
notice or lapse of time or both would become, an Event of Default with respect
to the Securities.

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SECTION 6.3. Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
Security or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

(b) any request or direction of Success Bancshares mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

(c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officers' Certificate;

(d) the Trustee may consult with counsel of its choice and the advice
of such counsel or any Opinion of Counsel 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 reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction;

(f) the 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, indenture,
Security or other paper or document, but the Trustee in its discretion may make
such inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such inquiry or investigation, it
shall be entitled to examine the books, records and premises of Success
Bancshares, personally or by agent or attorney; and

(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the 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.

SECTION 6.4. Not Responsible for Recitals or Issuance of
Securities.

The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
Success Bancshares, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by Success Bancshares of the Securities
or the proceeds thereof.

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SECTION 6.5. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any
Securities Registrar or any other agent of Success Bancshares, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 6.8 and 6.13, may otherwise deal with Success
Bancshares with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

SECTION 6.6. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with Success Bancshares.

SECTION 6.7. Compensation and Reimbursement.

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

(b) Success Bancshares agrees to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its negligence or bad faith.

(c) Since Success Capital is being formed solely to facilitate an
investment in the Preferred Securities, Success Bancshares, as Holder of the
Common Securities, hereby covenants to pay all debts and obligations (other than
with respect to the Preferred Securities and the Common Securities) and all
reasonable costs and expenses of Success Capital (including all costs and
expenses relating to the organization of Success Capital, the fees and expenses
of the trustees and all reasonable costs and expenses relating to the operation
of Success Capital) and to pay any and all taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes) imposed
on Success Capital by the United States, or any taxing authority, so that the
net amounts received and retained by Success Capital and the Property Trustee
after paying such expenses will be equal to the amounts Success Capital and the
Property Trustee would have received had no such costs or expenses been incurred
by or imposed on Success Capital. The foregoing obligations of Success
Bancshares are for the benefit of, and shall be enforceable by, any person to
whom any such debts, obligations, costs, expenses and taxes are owed (each, a
"CREDITOR") whether or not such Creditor has received notice thereof. Any such
Creditor may enforce such obligations directly against Success Bancshares, and
Success Bancshares irrevocably waives any right or remedy to require that any
such Creditor take any action against Success Capital or any other person before
proceeding against Success Bancshares. Success Bancshares shall execute such
additional agreements as may be necessary or desirable to give full effect to
the foregoing.

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(d) Success Bancshares shall indemnify the Trustee, its directors,
officers, employees and agents for, and hold them harmless against, any loss,
liability or expense (including the reasonable compensation and the
expenses and disbursements of its agents and counsel) incurred without
negligence or bad faith, arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
including the reasonable costs and expenses of defending against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder. This indemnification shall survive the termination of
this Indenture or the resignation or removal of the Trustee.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1(4) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under
the Bankruptcy Reform Act of 1978 or any successor statute.

SECTION 6.8. Disqualification; Conflicting Interests.

The Trustee for the Securities issued hereunder shall be subject to
the provisions of Section 310(b) of the Trust Indenture Act. Nothing herein
shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of said Section 310(b).

SECTION 6.9. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be:

(a) an entity organized and doing business under the laws of the
United States of America or of any state or territory thereof or of the
District of Columbia, authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal, state, territorial
or District of Columbia authority, or

(b) an entity or other Person organized and doing business under the
laws of a foreign government that is permitted to act as Trustee pursuant to a
rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees;

in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by federal or state authority. If such
entity publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then, for
the purposes of this Section, the combined capital and surplus of such entity
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article. Neither Success Bancshares nor any Person directly or indirectly
controlling, controlled by or under common control with Success Bancshares
shall serve as Trustee for the Securities issued hereunder.

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SECTION 6.10. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

(b) The Trustee may resign at any time with respect to the Securities
by giving written notice thereof to Success Bancshares. If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

(c) The Trustee may be removed at any time with respect to the
Securities by Act of the Holders of a majority in aggregate principal amount of
the Outstanding Securities, delivered to the Trustee and to Success Bancshares.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 6.8 after written
request therefor by Success Bancshares or by any Holder who has been a bona
fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.9 and shall
fail to resign after written request therefor by Success Bancshares or by any
such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent or a receiver of the Trustee or of its property shall
be appointed or any public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of rehabilitation, conservation
or liquidation; then, in any such case, (i) Success Bancshares, acting pursuant
to the authority of a Board Resolution, may remove the Trustee with respect to
the Securities issued hereunder, or (ii) subject to Section 5.14, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of such Holder and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to the
Securities issued hereunder and the appointment of a successor Trustee or
Trustees.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities, Success Bancshares, by a Board Resolution, shall
promptly appoint a successor Trustee with respect to the Securities. If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities shall be
appointed by Act of the Holders of a majority in aggregate principal amount of
the Outstanding Securities delivered to Success Bancshares and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to
the Securities and supersede the successor Trustee appointed by Success
Bancshares. If no successor Trustee with respect to the Securities shall have
been so appointed by Success Bancshares or the Holders and accepted appointment
in the manner hereinafter provided, any Holder who has been a bona fide Holder
of a Security for at least six months may, subject to Section 5.14, on behalf
of such Holder and all others similarly situated,

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petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities.

(f) Success Bancshares shall give notice of each resignation and each
removal of the Trustee with respect to the Securities and each appointment of a
successor Trustee with respect to the Securities by mailing written notice of
such event by first-class mail, postage prepaid, to the Holders of Securities
as their names and addresses appear in the Securities Register. Each notice
shall include the name of the successor Trustee with respect to the Securities
and the address of its Corporate Trust Office.

SECTION 6.11. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to Success Bancshares and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of Success Bancshares or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

(b) Upon request of any such successor Trustee, Success Bancshares
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all rights, powers and trusts referred
to in paragraph (a) of this Section.

(c) No successor Trustee shall accept its appointment unless, at the
time of such acceptance, such successor Trustee shall be qualified and eligible
under this Article.

SECTION 6.12. Merger, Conversion, Consolidation or Succession to
Business.

Any entity into which the Trustee may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
entity succeeding to all or substantially all of the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
entity shall be otherwise qualified and eligible under this Article, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or
in the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

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SECTION 6.13. Preferential Collection of Claims Against Success
Bancshares.

If and when the Trustee shall be or become a creditor of Success
Bancshares (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against Success Bancshares (or any such other obligor).

SECTION 6.14. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect
to the Securities, which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.7, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to Success
Bancshares and shall at all times be an entity organized and doing business
under the laws of the United States of America, or of any state or territory
thereof or of the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal or state
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

Any entity into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any entity resulting from
any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any entity succeeding to all or substantially all of the
corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such entity shall be otherwise
eligible under this Section, without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to Success Bancshares. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to Success Bancshares. Upon receiving
such a notice of resignation or upon such a termination, or in case at any
time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent, which shall be acceptable to Success Bancshares and shall
give notice of such appointment in the manner provided in Section 1.6 to all
Holders of Securities. Any successor Authenticating Agent upon acceptance
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provision of this Section.

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Success Bancshares agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for any such payment to each
Authenticating Agent, subject to the provisions of Section 6.7.

If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

This is one of the Securities referred to in the within mentioned
Indenture.

Dated: BANKERS TRUST COMPANY,
------------------------- as Trustee

By:
-------------------------
As Authenticating Agent
Name:
-----------------------
Title:
----------------------

ARTICLE VII
HOLDER'S LISTS AND REPORTS BY TRUSTEE,
PAYING AGENT AND COMPANY

SECTION 7.1. Success Bancshares to Furnish Trustee Names and
Addresses of Holders.

Success Bancshares will furnish or cause to be furnished to the
Trustee:

(a) quarterly, not more than 15 days after the 15th day of March,
June, September, and December in each year, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders as of such
dates, excluding from any such list names and addresses received by the Trustee
in its capacity as Securities Registrar, and

(b) at such other times as the Trustee may request in writing, within
30 days after the receipt by Success Bancshares of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished, excluding from any such list names and addresses
received by the Trustee in its capacity as Securities Registrar.

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SECTION 7.2. Preservation of Information, Communications to
Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding the same,
agrees with Success Bancshares and the Trustee that neither Success Bancshares
nor the Trustee nor any agent of either of them shall be held accountable by
reason of the disclosure of information as to the names and addresses of the
Holders made pursuant to the Trust Indenture Act.

SECTION 7.3. Reports by Trustee and Paying Agent.

(a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act, at the times and in the manner provided pursuant thereto.

(b) Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted within 60 days of January 31 in each
calendar year, commencing with the first January 31 after the issuance of
Securities under this Indenture.

(c) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each securities exchange upon which
any Securities are listed and also with the Commission. Success Bancshares will
notify the Trustee when any Securities are listed on any securities exchange.

(d) The Paying Agent shall comply with all withholding, backup
withholding, tax and information reporting requirements under the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations issued
thereunder with respect to payments on, or with respect to, the Securities.

SECTION 7.4. Reports by Success Bancshares.

Success Bancshares shall file or cause to be filed with the Trustee
and with the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided in the Trust
Indenture Act. In the case of information, documents or reports required to be
filed with the Commission pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, Success Bancshares shall file or cause the filing of such
information documents or reports with the Trustee within 15 days after the same
is required to be filed with the Commission.

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ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1. Success Bancshares May Consolidate, Etc., Only on Certain
Terms.

Success Bancshares shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and no Person shall consolidate with or merge into
Success Bancshares or convey, transfer or lease its properties and assets
substantially as an entirety to Success Bancshares, unless:

(1) If Success Bancshares shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the entity formed by such
consolidation or into which Success Bancshares is merged or the Person
that acquires by conveyance or transfer, or that leases, the
properties and assets of Success Bancshares substantially as an
entirety shall be an entity organized and existing under the laws of
the United States of America or any state thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to
the Trustee, the due and punctual payment of the principal of (and
premium, if any), and interest (including any Additional Interest) on
all the Securities of every series and the performance of every
covenant of this Indenture on the part of Success Bancshares to be
performed or observed;

(2) immediately after giving effect to such transaction, no
Event of Default, and no event that, after notice or lapse of time, or
both, would constitute an Event of Default, shall have occurred and be
continuing;

(3) such transaction is permitted under the Trust Agreement
and the Guarantee Agreement and does not give rise to any breach or
violation of the Trust Agreement or the Guarantee Agreement; and

(4) Success Bancshares has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, transfer or lease and any such
supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction
have been complied with and, in the case of a transaction subject to
this Section 8.1 but not requiring a supplemental indenture under
paragraph (1) of this Section 8.1, an Officer's Certificate or Opinion
of Counsel to the effect that the surviving, resulting or successor
entity is legally bound by the Indenture and the Securities; and the
Trustee, subject to Section 6.1, may rely upon such Officers'
Certificates and Opinions of Counsel as conclusive evidence that such
transaction complies with this Section 8.1.

SECTION 8.2. Successor Company Substituted.

Upon any consolidation or merger by Success Bancshares with or into
any other Person, or any conveyance, transfer or lease by Success Bancshares of
its properties and assets substantially as an entirety to any Person in
accordance with Section 8.1, the successor entity formed by such consolidation
or into which Success Bancshares is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may

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exercise every right and power of, Success Bancshares under this Indenture with
the same effect as if such successor Person had been named as Success
Bancshares herein; and in the event of any such conveyance, transfer or lease
Success Bancshares shall be discharged from all obligations and covenants under
the Indenture and the Securities.

Such successor Person may cause to be executed, and may issue either
in its own name or in the name of Success Bancshares, any or all of the
Securities issuable hereunder that theretofore shall not have been signed by
Success Bancshares and delivered to the Trustee; and, upon the order of such
successor Person instead of Success Bancshares and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities that previously shall have been
signed and delivered by the officers of Success Bancshares to the Trustee for
authentication pursuant to such provisions and any Securities that such
successor Person thereafter shall cause to be executed and delivered to the
Trustee on its behalf for the purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture.

In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter
to be issued as may be appropriate.

ARTICLE IX
SUPPLEMENTAL INDENTURES

SECTION 9.1. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, Success Bancshares, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may amend or waive any provision of this Indenture or enter into one or
more indentures supplemental hereto, in form satisfactory to the Trustee, for
any of the following purposes:

(1) to evidence the succession of another Person to Success
Bancshares, and the assumption by any such successor of the covenants
of Success Bancshares herein and in the Securities contained; or

(2) to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee or to surrender any right or power
herein conferred upon Success Bancshares; or

(3) to facilitate the issuance of Securities in certificated
or other definitive form; or

(4) to add to the covenants of Success Bancshares for the
benefit of the Holders of the Securities or to surrender any right or
power herein conferred upon Success Bancshares; or

(5) to add any additional Events of Default for the benefit of
the Holders of the Securities; or

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(6) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall not
apply to any Outstanding Securities; or

(7) to cure any ambiguity, to correct or supplement any
provision herein that may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture, provided that such
action pursuant to this clause (7) shall not adversely affect the
interest of the Holders of Securities in any material respect or, in
the case of the Securities issued to Success Capital and for so long
as any of the Preferred Securities issued by Success Capital shall
remain outstanding, the holders of such Preferred Securities; or

(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities and to
add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 6.11(b); or

(9) to comply with the requirements of the Commission in order
to effect or maintain the qualification of this Indenture under the
Trust Indenture Act.

SECTION 9.2. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities affected by such
supplemental indenture, by Act of said Holders delivered to Success Bancshares
and the Trustee, Success Bancshares, when authorized by a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any
installment of interest (including any Additional Interest) on, any
Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof,
or reduce the amount of principal of a Discount Security that would be
due and payable upon a declaration of acceleration of the Stated
Maturity thereof pursuant to Section 5.2, or change the place of
payment where, or the coin or currency in which, any Security or
interest thereon is payable, or impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption
Date), or

(2) reduce the percentage in aggregate principal amount of the
Outstanding Securities, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or

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(3) modify any of the provisions of this Section, Section 5.13
or Section 10.5, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Security affected
thereby;

provided, further, that, in the case of the Securities issued to
Success Capital, so long as any of the Preferred Securities issued by
Success Capital remains outstanding, (i) no such amendment shall be
made that adversely affects the holders of such Preferred Securities
in any material respect, and no termination of this Indenture shall
occur, and no waiver of any Event of Default or compliance with any
covenant under this Indenture shall be effective, without the prior
consent of the holders of at least a majority of the aggregate
Liquidation Amount (as defined in the Trust Agreement) of such
Preferred Securities then outstanding unless and until the principal
of (and premium, if any, on) the Securities and all accrued and
(subject to Section 3.8) unpaid interest (including any Additional
Interest) thereon have been paid in full, and (ii) no amendment shall
be made to Section 5.8 of this Indenture that would impair the rights
of the holders of Preferred Securities issued by Success Capital
provided therein without the prior consent of the holders of each such
Preferred Security then outstanding unless and until the principal of
(and premium, if any, on) the Securities of such series and all
accrued and (subject to Section 3.8) unpaid interest (including any
Additional Interest) thereon have been paid in full.

It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

SECTION 9.3. Execution of Supplemental Indentures.

In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.1) shall be fully protected in relying upon,
an Officers' Certificate and an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture,
and that all conditions precedent herein provided for relating to such action
have been complied with. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture that affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

SECTION 9.4. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

SECTION 9.5. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

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SECTION 9.6. Reference in Securities to Supplemental Indentures.

Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
Success Bancshares, bear a notation in form approved by Success Bancshares as
to any matter provided for in such supplemental indenture. If Success
Bancshares shall so determine, new Securities so modified as to conform, in the
opinion of Success Bancshares, to any such supplemental indenture may be
prepared and executed by Success Bancshares and authenticated and delivered by
the Trustee in exchange for Outstanding Securities.

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ARTICLE X
COVENANTS

SECTION 10.1. Payment of Principal, Premium and Interest.

Success Bancshares covenants and agrees for the benefit of the
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest (including any Additional Interest) on the Securities in
accordance with the terms of such Securities and this Indenture.

SECTION 10.2. Maintenance of Office or Agency.

Success Bancshares will maintain in each Place of Payment an office or
agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and
where notices and demands to or upon Success Bancshares in respect of the
Securities and this Indenture may be served. Success Bancshares initially
appoints the Trustee, acting through its Corporate Trust Office, as its agent
for said purposes. Success Bancshares will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any
time Success Bancshares shall fail to maintain such office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and Success Bancshares hereby appoints the Trustee as
its agent to receive all such presentations, surrenders, notices and demands.

Success Bancshares may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all of such purposes, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve Success Bancshares of its obligation to maintain an
office or agency in each Place of Payment for Securities for such purposes.
Success Bancshares will give prompt written notice to the Trustee of any such
designation and any change in the location of any such office or agency.

SECTION 10.3. Money for Security Payments to be Held in Trust.

If Success Bancshares shall at any time act as its own Paying Agent
with respect to the Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest (including Additional Interest)
on any of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest (including Additional Interest) so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided,
and will promptly notify the Trustee of its failure so to act.

Whenever Success Bancshares shall have one or more Paying Agents, it
will, prior to 10:00 a.m., New York City time, on each due date of the
principal of (or premium, if any) or interest, including Additional Interest on
any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest, including Additional Interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal (and premium, if any) or interest, including
Additional Interest, and (unless such

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Paying Agent is the Trustee) Success Bancshares will promptly notify the
Trustee of its failure so to act.

Success Bancshares will cause each Paying Agent other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

(1) hold all sums held by it for the payment of the principal
of (and premium, if any, or interest (including Additional Interest)
on the Securities in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;

(2) give the Trustee notice of any default by Success
Bancshares (or any other obligor upon such Securities) in the making
of any payment of principal (and premium, if any) or interest (or
Additional Interest) in respect of any Security;

(3) at any time during the continuance of any default with
respect to the Securities, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying
Agent; and

(4) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent.

Success Bancshares may, at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by Success Bancshares or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by
Success Bancshares or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held
by Success Bancshares in trust for the payment of the principal of (and
premium, if any) or interest (including Additional Interest) on any Security
and remaining unclaimed for two years after such principal (and premium, if
any) or interest (including Additional Interest) has become due and payable
shall (unless otherwise required by mandatory provision of applicable escheat
or abandoned or unclaimed property law) be paid on Company Request to Success
Bancshares, or (if then held by Success Bancshares) shall (unless otherwise
required by mandatory provision of applicable escheat or abandoned or unclaimed
property law) be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to Success
Bancshares for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of Success Bancshares
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of Success Bancshares cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, the City of New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to Success Bancshares.

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SECTION 10.4. Statement as to Compliance.

Success Bancshares shall deliver to the Trustee, within 120 days after
the end of each fiscal year of Success Bancshares ending after the date hereof,
an Officers' Certificate covering the preceding calendar year, stating whether
or not to the best knowledge of the signers thereof of Success Bancshares is in
default in the performance, observance or fulfillment of or compliance with any
of the terms, provisions, covenants and conditions of this Indenture, and if
Success Bancshares shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge. For the purpose of
this Section 10.4, compliance shall be determined without regard to any grace
period or requirement of notice provided pursuant to the terms of this
Indenture.

SECTION 10.5. Waiver of Certain Covenants.

Subject to the rights of holders of Preferred Securities specified in
Section 9.2, if any, Success Bancshares may omit in any particular instance to
comply with any covenant or condition provided pursuant to Section 3.1, 9.1(3)
or 9.1(4) with respect to the Securities, if before or after the time for such
compliance the Holders of at least a majority in aggregate principal amount of
the Outstanding Securities shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of Success Bancshares in respect of any
such covenant or condition shall remain in full force and effect.

SECTION 10.6. Additional Sums.

So long as no Event of Default has occurred and is continuing and
except as otherwise specified as contemplated by Section 2.1 or Section 3.1, if
(i) Success Capital is the Holder of all of the Outstanding Securities, and
(ii) a Tax Event described in clause (i) or (iii) of the definition of "Tax
Event" in Section 1.1 hereof has occurred and is continuing in respect of
Success Capital, Success Bancshares shall pay Success Capital (and its
permitted successors or assigns under the Trust Agreement) for so long as
Success Capital (or its permitted successor or assignee) is the registered
holder of the Outstanding Securities, such additional sums as may be necessary
in order that the amount of Distributions (including any Additional Amounts (as
defined in the Trust Agreement)) then due and payable by Success Capital on the
Preferred Securities and Common Securities that at any time remain outstanding
in accordance with the terms thereof shall not be reduced as a result of any
Additional Taxes (the "Additional Sums"). Whenever in this Indenture or the
Securities there is a reference in any context to the payment of principal of
or interest on the Securities, such mention shall be deemed to include mention
of the payments of the Additional Sums provided for in this paragraph to the
extent that, in such context, Additional Sums are, were or would be payable in
respect thereof pursuant to the provisions of this paragraph and express
mention of the payment of Additional Sums (if applicable) in any provisions
hereof shall not be construed as excluding Additional Sums in those provisions
hereof where such express mention is not made; provided, however, that the
deferral of the payment of interest pursuant to Section 3.12 or the Securities
shall not defer the payment of any Additional Sums that may be due and payable.

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SECTION 10.7. Additional Covenants.

Success Bancshares covenants and agrees with each Holder of Securities
that it shall not (x) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
Success Bancshares capital stock (other than (a) paying dividends or
distributions on in common stock of Success Bancshares, (b) redeeming rights or
taking certain other actions under a shareholders' rights plan, (c)
reclassifying any class of Success Bancshares' capital stock into another class
of capital stock, and (d) purchasing Success Bancshares' common stock related to
rights under any of Success Bancshares' benefit plans for its Directors,
officers or employees), (y) make any payment of principal, interest or premium,
if any, on, or repay, repurchase or redeem, any debt securities of Success
Bancshares that rank pari passu with or junior in interest to the Securities
(except for payments under the Guarantee), or (z) redeem, purchase or acquire
less than all of the Securities or any of the Preferred Securities if at such
time (i) there shall have occurred any event (A) of which Success Bancshares has
actual knowledge that with the giving of notice or the lapse of time, or both,
would constitute an Event of Default with respect to the Securities, and (B)
which Success Bancshares shall not have taken reasonable steps to cure, (ii) if
the Securities are held by Success Capital, Success Bancshares shall be in
default with respect to its payment of any obligations under the Guarantee
relating to the Preferred Securities issued by Success Capital, or (iii) Success
Bancshares shall have given notice of its election to begin an Extension Period
with respect to the Securities as provided herein and shall not have rescinded
such notice, or such Extension Period, or any extension thereof, shall be
continuing.

Success Bancshares also covenants with each Holder of Securities
originally issued to Success Capital (i) to hold, directly or indirectly, 100%
of the Common Securities of Success Capital, provided that any permitted
successor of Success Bancshares as provided under Section 8.2 may succeed to
Success Bancshares's ownership of such Common Securities, (ii) as holder of such
Common Securities, not to voluntarily (and to use reasonable efforts not to
involuntarily) terminate, windup or liquidate Success Capital, other than (a) in
connection with a distribution of the Securities to the holders of the Preferred
Securities in liquidation of Success 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 Success Capital to continue not to be taxable as a
corporation for United States federal income tax purposes.

SECTION 10.8. Original Issue Discount.

On or before December 15 of each year during which any Securities are
outstanding, Success Bancshares shall furnish to each Paying Agent such
information as may be reasonably requested by each Paying Agent in order that
each Paying Agent may prepare the information which it is required to report
for such year on Internal Revenue Service Forms 1096 and 1099 pursuant to
Section 6049 of the Internal Revenue Code of 1986, as amended. Such information
shall include the amount of original issue discount includible in income for
each authorized minimum denomination of principal amount at Stated Maturity of
outstanding Securities during such year.

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ARTICLE XI
REDEMPTION OF SECURITIES

SECTION 11.1. Applicability of This Article.

Redemption of Securities as permitted or required by any form of
Security issued pursuant to this Indenture shall be made in accordance with
such form of Security and this Article; provided, however, that, if any
provision of any such form of Security shall conflict with any provision of
this Article, the provision of such form of Security shall govern.

SECTION 11.2. Election to Redeem; Notice to Trustee.

The election of Success Bancshares to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of Success Bancshares, Success Bancshares shall, not less than 30
nor more than 60 days prior to the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee and, in the case of
Securities held by Success Capital, the Property Trustee under the Trust
Agreement, of such date and of the principal amount of Securities to be
redeemed and provide the additional information required to be included in the
notice or notices contemplated by Section 11.4; provided that, for so long as
such Securities are held by Success Capital, such notice shall be given not
less than 45 nor more than 75 days prior to such Redemption Date (unless a
shorter notice shall be satisfactory to the Property Trustee under the Trust
Agreement). In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities,
Success Bancshares shall furnish the Trustee with an Officers' Certificate and
an Opinion of Counsel evidencing compliance with such restriction.

SECTION 11.3. Selection of Securities to be Redeemed.

If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security, provided that the unredeemed portion
of the principal amount of any Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such
Security.

The Trustee shall promptly notify Success Bancshares in writing of the
Securities selected for partial redemption and the principal amount thereof to
be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security that has been or is to be
redeemed.

SECTION 11.4. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not later than the thirtieth day, and not earlier than the
sixtieth day, prior to the Redemption Date, to each Holder of Securities to be
redeemed, at the address of such Holder as it appears in the Securities
Register.

59
<PAGE> 65

With respect to Securities to be redeemed, each notice of redemption
shall state:

(a) the Redemption Date;

(b) the Redemption Price or, if the Redemption Price cannot be
calculated prior to the time the notice is required to be sent, the estimate of
the Redemption Price provided pursuant to the Indenture together with a
statement that it is an estimate and that the actual Redemption Price will be
calculated on the third Business Day prior to the Redemption Date (if such an
estimate of the Redemption Price is given, a subsequent notice shall be given
as set forth above setting forth the Redemption Price promptly following the
calculation thereof);

(c) if less than all Outstanding Securities are to be redeemed, the
identification (and, in the case of partial redemption, the respective
principal amounts) of the particular Securities to be redeemed;

(d) that, on the Redemption Date, the Redemption Price will become due
and payable upon each such Security or portion thereof, and that interest
thereon, if any, shall cease to accrue on and after said date;

(e) the place or places where such Securities are to be surrendered
for payment of the Redemption Price;

(f) such other provisions as may be required in respect of the terms
of the Securities; and

(g) that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of
Success Bancshares shall be given by Success Bancshares or, at Success
Bancshares's request, by the Trustee in the name and at the expense of Success
Bancshares and shall be irrevocable. The notice, if mailed in the manner
provided above, shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. In any case, a failure to give such
notice by mail or any defect in the notice to the Holder of any Security
designated for redemption as a whole or in part shall not affect the validity
of the proceedings for the redemption of any other Security.

SECTION 11.5. Deposit of Redemption Price.

Prior to 10:00 a.m., New York City time, on the Redemption Date
specified in the notice of redemption given as provided in Section 11.4,
Success Bancshares will deposit with the Trustee or with one or more Paying
Agents (or if Success Bancshares is acting as its own Paying Agent, Success
Bancshares will segregate and hold in trust as provided in Section 10.3) an
amount of money sufficient to pay the Redemption Price of, and any accrued
interest (including Additional Interest) on, all the Securities (or portions
thereof) that are to be redeemed on that date.

SECTION 11.6. Payment of Securities Called for Redemption.

If any notice of redemption has been given as provided in Section
11.4, the Securities or portion of Securities with respect to which such notice
has been given shall become due and

60
<PAGE> 66

payable on the date and at the place or places stated in such notice at the
applicable Redemption Price, together with accrued interest (including any
Additional Interest) to the Redemption Date. On presentation and surrender of
such Securities at a Place of Payment in said notice specified, the said
Securities or the specified portions thereof shall be paid and redeemed by
Success Bancshares at the applicable Redemption Price, together with accrued
interest (including any Additional Interest) to the Redemption Date; provided,
however, that, installments of interest (including Additional Interest) whose
Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant record dates according to
their terms and the provisions of Section 3.8.

Upon presentation of any Security redeemed in part only, Success
Bancshares shall execute and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of Success Bancshares, a new Security or
Securities, of authorized denominations, in aggregate principal amount equal to
the unredeemed portion of the Security so presented and having the same
Original Issue Date, Stated Maturity and terms.

If any Security called for redemption shall not be so paid under
surrender thereof for redemption, the principal of and premium, if any, on such
Security shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

SECTION 11.7 Right of Redemption of Securities Initially Issued to
Success Capital.

Success Bancshares, at its option, may redeem such Securities, subject
to prior approval of the Federal Reserve, if then so required under applicable
guidelines and policies of the Federal Reserve, (i) on or after ______________,
2003, in whole at any time or in part from time to time, or (ii) upon the
occurrence and during the continuation of a Tax Event, an Investment Company
Event or a Capital Treatment Event, at any time within 90 days following the
occurrence and during the continuation of such Tax Event, Investment Company
Event or Capital Treatment Event, in whole (but not in part), in each case at a
Redemption Price specified in such Security, together with accrued interest
(including Additional Interest) to the Redemption Date.

If less than all the Securities are to be redeemed, the aggregate
principal amount of such Securities remaining Outstanding after giving effect
to such redemption shall be sufficient to satisfy any provisions of the Trust
Agreement.

ARTICLE XII
SINKING FUNDS

Except as may be provided in any supplemental or amended indenture, no
sinking fund shall be established or maintained for the retirement of
Securities.

61
<PAGE> 67

ARTICLE XIII
SUBORDINATION OF SECURITIES

SECTION 13.1. Securities Subordinate to Senior and Subordinated
Debt.

Success Bancshares covenants and agrees, and each Holder of a
Security, by its acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereinafter set forth in this Article, the payment
of the principal of (and premium, if any) and interest (including any
Additional Interest) on each and all of the Securities are hereby expressly
made subordinate and subject in right of payment to the prior payment in full
of all Senior and Subordinated Debt.

SECTION 13.2. No Payment When Senior and Subordinated Debt in
Default; Payment Over of Proceeds Upon Dissolution,
Etc.

If Success Bancshares shall default in the payment of any principal of
(or premium, if any) or interest on any Senior and Subordinated Debt when the
same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration of acceleration or otherwise, then, upon written
notice of such default to Success Bancshares by the holders of Senior and
Subordinated Debt or any trustee therefor, unless and until such default shall
have been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) shall be made
or agreed to be made on account of the principal of (or premium, if any) or
interest (including Additional Interest) on any of the Securities, or in
respect of any redemption, repayment, retirement, purchase or other acquisition
of any of the Securities.

In the event of (i) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to Success Bancshares, its creditors or its property, (ii)
any proceeding for the liquidation, dissolution or other winding up of Success
Bancshares, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, (iii) any assignment by Success Bancshares for the
benefit of creditors or (iv) any other marshalling of the assets of Success
Bancshares (each such event, if any, herein sometimes referred to as a
"Proceeding"), all Senior and Subordinated Debt (including any interest thereon
accruing after the commencement of any such proceedings) shall first be paid in
full before any payment or distribution, whether in cash, securities or other
property, shall be made to any Holder on account thereof. Any payment or
distribution, whether in cash, securities or other property (other than
securities of Success Bancshares or any other entity provided for by a plan of
reorganization or readjustment, the payment of which is subordinate, at least
to the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior and
Subordinated Debt at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for these subordination provisions) be payable or
deliverable in respect of the Securities shall be paid or delivered directly to
the holders of Senior and Subordinated Debt in accordance with the priorities
then existing among such holders until all Senior and Subordinated Debt
(including any interest thereon accruing after the commencement of any
Proceeding) shall have been paid in full.

In the event of any Proceeding, after payment in full of all sums owing
with respect to Senior and Subordinated Debt, the Holders of the Securities,
together with the holders of any obligations of Success Bancshares ranking on a
parity with the Securities, shall be entitled to be paid from the remaining
assets of Success Bancshares the amounts at the time due and owing on account of
unpaid principal of (and premium, if any) and interest (including Additional
Interest) on the Securities and such other obligations before any payment or
other distribution, whether in cash, property or otherwise, shall be made on
account of any capital stock or any obligations of Success

62
<PAGE> 68

Bancshares ranking junior to the Securities, and such other obligations. If,
notwithstanding the foregoing, any payment or distribution of any character or
any security, whether in cash, securities or other property (other than
securities of Success Bancshares or any other entity provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior and
Subordinated Debt at the time outstanding and to any securities issued in
respect thereof under any plan of reorganization or readjustment), shall be
received by the Trustee or any Holder in contravention of any of the terms
hereof and before all Senior and Subordinated Debt shall have been paid in full,
such payment or distribution or security shall be received in trust for the
benefit of, and shall be paid over or delivered and transferred to, the holders
of the Senior and Subordinated Debt at the time outstanding in accordance with
the priorities then existing among such holders for application to the payment
of all Senior and Subordinated Debt remaining unpaid, to the extent necessary to
pay all such Senior and Subordinated Debt in full. In the event of the failure
of the Trustee or any Holder to endorse or assign any such payment, distribution
or security, each holder of Senior and Subordinated Debt is hereby irrevocably
authorized to endorse or assign the same.

The Trustee and the Holders shall take such action (including the
delivery of this Indenture to an agent for the holders of Senior and
Subordinated Debt or consent to the filing of a financing statement with respect
hereto) as may, in the opinion of counsel designated by the holders of a
majority in principal amount of the Senior and Subordinated Debt at the time
outstanding, be necessary or appropriate to assure the effectiveness of the
subordination effected by these provisions.

The provisions of this Section 13.2 shall not impair any rights,
interests, remedies or powers of any secured creditor of Success Bancshares in
respect of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

The securing of any obligations of Success Bancshares, otherwise
ranking on a parity with the Securities or ranking junior to the Securities
shall not be deemed to prevent such obligations from constituting,
respectively, obligations ranking on a parity with the Securities or ranking
junior to the Securities.

SECTION 13.3. Payment Permitted If No Default.

Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) Success Bancshares, at any time, except
during the pendency of the conditions described in the first paragraph of
Section 13.2 or of any Proceeding referred to in Section 13.2, from making
payments at any time of principal of (and premium, if any) or interest
(including Additional Interest) on the Securities, or (b) the application by
the Trustee of any monies deposited with it hereunder to the payment of or on
account of the principal of (and premium, if any) or interest (including any
Additional Interest) on the Securities or the retention of such payment by the
Holders, if, at the time of such application by the Trustee, it did not have
knowledge that such payment would have been prohibited by the provisions of
this Article.

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<PAGE> 69

SECTION 13.4. Subrogation to Rights of Holders of Senior and
Subordinated Debt.

Subject to the payment in full of all amounts due or to become due on
all Senior and Subordinated Debt, or the provision for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
and Subordinated Debt, the Holders of the Securities shall be subrogated to the
extent of the payments or distributions made to the holders of such Senior and
Subordinated Debt pursuant to the provisions of this Article (equally and
ratably with the holders of all indebtedness of Success Bancshares that by its
express terms is subordinated to Senior and Subordinated Debt of Success
Bancshares to substantially the same extent as the Securities are subordinated
to the Senior and Subordinated Debt and is entitled to like rights of
subrogation by reason of any payments or distributions made to holders of such
Senior and Subordinated Debt) to the rights of the holders of such Senior and
Subordinated Debt to receive payments and distributions of cash, property and
securities applicable to the Senior and Subordinated Debt until the principal
of (and premium if any) and interest (including Additional Interest) on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior and Subordinated Debt of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior and Subordinated Debt by Holders of the Securities or the Trustee,
shall, as among Success Bancshares, its creditors other than holders of Senior
and Subordinated Debt, and the Holders of the Securities, be deemed to be a
payment or distribution by Success Bancshares to or on account of the Senior
and Subordinated Debt.

SECTION 13.5. Provisions Solely to Define Relative Rights.

The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior and Subordinated Debt on the other hand.
Nothing contained in this Article or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as between Success Bancshares
and the Holders of the Securities, the obligations of Success Bancshares, which
are absolute and unconditional, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest (including any Additional
Interest) on the Securities as and when the same shall become due and payable
in accordance with their terms; or (b) affect the relative rights against
Success Bancshares of the Holders of the Securities and creditors of Success
Bancshares other than their rights in relation to the holders of Senior and
Subordinated Debt; or (c) prevent the Trustee or the Holder of any Security (or
to the extent expressly provided herein, the holder of any Preferred Security)
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, including filing and voting claims in any Proceeding,
subject to the rights, if any, under this Article of the holders of Senior and
Subordinated Debt to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

SECTION 13.6. Trustee to Effectuate Subordination.

Each Holder of a Security by his or her acceptance thereof authorizes
and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination
provided in this Article and appoints the Trustee his or her attorney-in-fact
for any and all such purposes.

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<PAGE> 70

SECTION 13.7. No Waiver of Subordination Provisions.

No right of any present or future holder of any Senior and
Subordinated Debt to enforce subordination as herein provided shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part
of Success Bancshares or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by Success Bancshares with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
that any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the immediately
preceding paragraph, the holders of Senior and Subordinated Debt may, at any
time and from time to time, without the consent of or notice to the Trustee or
the Holders of the Securities, without incurring responsibility to such Holders
of the Securities and without impairing or releasing the subordination provided
in this Article or the obligations hereunder of such Holders of the Securities
to the holders of Senior and Subordinated Debt, do any one or more of the
following: (i) change the manner, place or terms of payment or extent the time
of payment of, or renew or alter, Senior and Subordinated Debt, or otherwise
amend or supplement in any manner Senior and Subordinated Debt or any
instrument evidencing the same or any agreement under which Senior and
Subordinated Debt is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior and
Subordinated Debt; (iii) release any Person liable in any manner for the
collection of Senior and Subordinated Debt; and (iv) exercise or refrain from
exercising any rights against Success Bancshares and any other Person.

SECTION 13.8. Notice to Trustee.

Success Bancshares shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to Success Bancshares that would
prohibit the making of any payment to or by the Trustee in respect of the
Securities. Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment to or
by the Trustee in respect of the Securities, unless and until the Trustee shall
have received written notice thereof from Success Bancshares or a holder of
Senior and Subordinated Debt or from any trustee, agent or representative
therefor; provided, however, that if the Trustee shall not have received the
notice provided for in this Section at least two Business Days prior to the date
upon which by the terms hereof any monies may become payable for any purpose
(including the payment of the principal of (and premium, if any) or interest
(including any Additional Interest) on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such monies and to apply the same to the purpose for which
they were received and shall not be affected by any notice to the contrary that
may be received by it within two Business Days prior to such date.

Subject to the provisions of Section 6.1, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself or herself to be a holder of Senior and Subordinated Debt (or a trustee
or attorney-in-fact therefor) to establish that such notice has been given by a
holder of Senior and Subordinated Debt (or a trustee or attorney-in-fact
therefor). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior and Subordinated Debt to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior and Subordinated Debt held by such Person, the extent to which such
Person is entitled

65
<PAGE> 71

to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

SECTION 13.9. Reliance on Judicial Order or Certificate of
Liquidating Agent.

Upon any payment or distribution of assets of Success Bancshares
referred to in this Article, the Trustee, subject to the provisions of Section
6.1, and the Holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
conservator, liquidating trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or distribution, delivered
to the Trustee or to the Holders of Securities, for the purpose of ascertaining
the Persons entitled to participate in such payment or distribution, the
holders of the Senior and Subordinated Debt and other indebtedness of Success
Bancshares, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this
Article.

SECTION 13.10. Trustee Not Fiduciary for Holders of Senior and
Subordinated Debt.

The Trustee, in its capacity as trustee under this Indenture, shall
not be deemed to owe any fiduciary duty to the holders of Senior and
Subordinated Debt and shall not be liable to any such holders if it shall in
good faith mistakenly pay over or distribute to Holders of Securities or to
Success Bancshares or to any other Person cash, property or securities to which
any holders of Senior and Subordinated Debt shall be entitled by virtue of this
Article or otherwise.

SECTION 13.11. Rights of Trustee as Holder of Senior and
Subordinated Debt; Preservation of Trustee's Rights.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior and Subordinated
Debt that may at any time be held by it, to the same extent as any other holder
of Senior and Subordinated Debt, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder.

SECTION 13.12. Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by Success Bancshares and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee.

SECTION 13.13. Certain Conversions or Exchanges Deemed Payment.

For purposes of this Article only, (a) the issuance and delivery of
junior securities upon conversion or exchange of Securities shall not be deemed
to constitute a payment or distribution on account of the principal of (or
premium, if any, on) or interest (including any Additional Interest) on such
Securities or on account of the purchase or other acquisition of

66
<PAGE> 72

such Securities, and (b) the payment, issuance or delivery of cash, property or
securities (other than junior securities) upon conversion or exchange of a
Security shall be deemed to constitute payment on account of the principal of
such security. For the purposes of this Section, the term "junior securities"
means (i) shares of any stock of any class of Success Bancshares, and (ii)
securities of Success Bancshares that are subordinated in right of payment to
all Senior and Subordinated Debt that may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Securities are so subordinated as provided in
this Article.

* * * *

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

[Remainder of page left intentionally blank; signatures appear on following
page.]

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<PAGE> 73

IN WITNESS WHEREOF, the parties hereto have executed this Indenture as
of the date first above written.

Attest: SUCCESS BANCSHARES, INC.
------------------------------

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

Attest: BANKERS TRUST COMPANY, NOT
------------------------------ INDIVIDUALLY, BUT SOLELY AS TRUSTEE

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

<PAGE> 1

EXHIBIT 4.3

CERTIFICATE OF TRUST
OF
SUCCESS CAPITAL TRUST I

THIS CERTIFICATE OF TRUST of Success Capital Trust I (the "Trust"), dated
April 21, 1998, is being duly executed and filed by Bankers Trust Company and
Bankers Trust (Delaware), and Saul D. Binder, Marlene Sachs and Ronald W.
Tragasz, each an individual, as trustees, to form a business trust under the
Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

1. Name. The name of the business trust formed hereby is "Success
Capital Trust I".

2. Delaware Trustee. The name and address of the trustee of the Trust
in the State of Delaware are:

Bankers Trust (Delaware)
1011 Centre Road, Suite 200
Wilmington, Delaware 19805

3. Effective. This Certificate of Trust shall be effective immediately
upon filing in the Office of the Secretary of State of the State of Delaware.

4. Counterparts. This Certificate of Trust may be executed in one or
more counterparts.

<PAGE> 2

IN WITNESS WHEREOF, the undersigned, being the sole trustees of the Trust,
have executed this Certificate of Trust as of the date first written above.

BANKERS TRUST COMPANY,
as Property Trustee

By: /s/ Susan Johnson
--------------------------------
Name: SUSAN JOHNSON
Title: ASSISTANT VICE PRESIDENT

BANKERS TRUST (DELAWARE),
as Delaware Trustee

By: /s/ M. Lisa Wilkins
--------------------------------
Name: M. LISA WILKINS
Title: ASSISTANT SECRETARY

-----------------------------------
Saul D. Binder, as Trustee

-----------------------------------
Marlene Sachs, as Trustee

-----------------------------------
Ronald W. Tragasz, as Trustee

-2-

<PAGE> 1
EXHIBIT 4.4

================================================================================

AMENDED AND RESTATED
TRUST AGREEMENT

Among

SUCCESS BANCSHARES, INC.

BANKERS TRUST COMPANY
as Property Trustee

and

BANKERS TRUST (DELAWARE)
as Delaware Trustee

dated as of

__________ __, 1998

SUCCESS CAPITAL TRUST I

================================================================================

<PAGE> 2

SUCCESS CAPITAL TRUST I

Certain Sections of this Junior Subordinated Indenture relating
to Sections 310 through 318 of the
Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture Junior Subordinated
Act Section Indenture Section
- - - - ---------------- -------------------
<S> <C> <C>

Section 310(a)(1)............................................................... 8.7
(a)(2)............................................................... 8.7
(a)(3)............................................................... 8.9
(a)(4)............................................................... 2.7(a)(ii)
(b).................................................................. 8.8, 10.10(b)
Section 311(a).................................................................. 8.10.10(b)
(b).................................................................. 8.13, 10.10(b)
Section 312(a).................................................................. 10.10(b)
(b).................................................................. 10.10(b), (f)
(c).................................................................. 5.7
Section 313(a).................................................................. 8.15(a)
(a)(4)............................................................... 10.10(c)
(b).................................................................. 8.15(c) 10.10(c)
(c).................................................................. 10.8 10.10(c)
(d).................................................................. 10.10(c)
Section 314(a).................................................................. 8.16, 10.10(d)
(b).................................................................. Not Applicable
(c)(1)............................................................... 8.17, 10.10(d), (e)
(c)(2)............................................................... 8.17, 10.10(d), (e)
(c)(3)............................................................... 8.17, 10.10(d), (e)
(e).................................................................. 8.17, 10.10(e)
Section 315(a).................................................................. 8.1(d)
(b).................................................................. 8.2
(c).................................................................. 8.1(c)
(d).................................................................. 8.1(d)
(e).................................................................. Not Applicable
Section 316(a).................................................................. Not Applicable
(a)(1)(A)................................................................. Not Applicable
(a)(1)(B)................................................................. Not Applicable
(a)(2)............................................................... Not Applicable
(b).................................................................. 5.13
(c).................................................................. 6.7
Section 317(a)(1)............................................................... Not Applicable
(a)(2)............................................................... 8.14
(b).................................................................. 5.10
Section 318(a).................................................................. 10.10(a)
</TABLE>

ii
<PAGE> 3

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Trust Agreement.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
AGREEMENT.........................................................................................................1
WITNESSETH........................................................................................................1
ARTICLE I DEFINED TERMS.......................................................................................1
SECTION 1.1. Definitions.......................................................................................1
ARTICLE II CONTINUATION OF SUCCESS CAPITAL....................................................................11
SECTION 2.1. Name.............................................................................................11
SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business......................................11
SECTION 2.3. Initial Contribution of Trust Property, Organizational Expenses..................................12
SECTION 2.4. Issuance of the Preferred Securities.............................................................12
SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase of Junior Subordinated Debentures...12
SECTION 2.6. Declaration of Trust.............................................................................13
SECTION 2.7. Authorization to Enter into Certain Transactions.................................................13
SECTION 2.8. Assets of Trust..................................................................................16
SECTION 2.9. Title to Trust Property..........................................................................16
ARTICLE III PAYMENT ACCOUNT...................................................................................16
SECTION 3.1. Payment Account..................................................................................16
ARTICLE IV DISTRIBUTIONS; REDEMPTION..........................................................................17
SECTION 4.1. Distributions....................................................................................17
SECTION 4.2. Redemption.......................................................................................18
SECTION 4.3. Subordination of Common Securities...............................................................20
SECTION 4.4. Payment Procedures...............................................................................20
SECTION 4.5. Tax Returns and Reports..........................................................................21
SECTION 4.6. Payment of Taxes; Duties, Etc. of Success Capital................................................21
SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions...........................................21
SECTION 4.8. Liability of the Holder of Common Securities.....................................................22
ARTICLE V TRUST SECURITIES CERTIFICATES.......................................................................22
SECTION 5.1. Initial Ownership................................................................................22
SECTION 5.2. The Trust Securities Certificates................................................................22
SECTION 5.3. Execution and Delivery of Trust Securities Certificates..........................................22
SECTION 5.4. Global Preferred Security........................................................................23
SECTION 5.5. Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges;
Preferred Securities Certificates ...........................................................24
SECTION 5.6. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates...............................25
SECTION 5.7. Persons Deemed Holders...........................................................................26
SECTION 5.8. Access to List of Holders' Names and Addresses...................................................26
SECTION 5.9. Maintenance of Office or Agency..................................................................26
SECTION 5.10. Appointment of Paying Agent.....................................................................26
SECTION 5.11. Ownership of Common Securities by Depositor.....................................................27
SECTION 5.12. Notices to Clearing Agency......................................................................27

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SECTION 5.13. Rights of Holders...............................................................................28
ARTICLE VI ACTS OF HOLDERS; MEETINGS; VOTING..................................................................30
SECTION 6.1. Limitations on Holder's Voting Rights............................................................30
SECTION 6.2. Notice of Meetings...............................................................................31
SECTION 6.3. Meetings of Holders..............................................................................31
SECTION 6.4. Voting Rights....................................................................................31
SECTION 6.5. Proxies, etc.....................................................................................31
SECTION 6.6. Holder Action by Written Consent.................................................................32
SECTION 6.7. Record Date for Voting and Other Purposes........................................................32
SECTION 6.8. Acts of Holders.................................................................................32
SECTION 6.9. Inspection of Records............................................................................33
ARTICLE VII REPRESENTATIONS AND WARRANTIES....................................................................33
SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee..................33
SECTION 7.2. Representations and Warranties of Depositor......................................................35
ARTICLE VIII ISSUER TRUSTEES: THE ADMINISTRATIVE TRUSTEES....................................................35
SECTION 8.1. Certain Duties and Responsibilities..............................................................35
SECTION 8.2. Certain Notices..................................................................................37
SECTION 8.3. Certain Rights of Property Trustee...............................................................38
SECTION 8.4. Not Responsible for Recitals or Issuance of Securities...........................................39
SECTION 8.5. May Hold Securities..............................................................................39
SECTION 8.6. Compensation; Indemnity; Fees....................................................................39
SECTION 8.7 Corporate Property Trustee Required; Eligibility of Trustees......................................40
SECTION 8.8. Conflicting Interests............................................................................41
SECTION 8.9. Co-Trustees and Separate Trustee.................................................................41
SECTION 8.10. Resignation and Removal; Appointment of Successor...............................................43
SECTION 8.11. Acceptance of Appointment by Successor..........................................................44
SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business.....................................44
SECTION 8.13. Preferential Collection of Claims Against Depositor or Success Capital..........................44
SECTION 8.14. Trustee May File Proofs of Claim................................................................44
SECTION 8.15. Reports by Property Trustee.....................................................................45
SECTION 8.16. Reports to the Property Trustee.................................................................46
SECTION 8.17. Evidence of Compliance with Conditions Precedent................................................46
SECTION 8.18. Number of Issuer Trustees.......................................................................46
SECTION 8.19. Delegation of Power.............................................................................46
SECTION 8.20. Appointment of Administrative Trustees..........................................................47
ARTICLE IX DISSOLUTION, LIQUIDATION AND MERGER................................................................48
SECTION 9.1. Dissolution Upon Expiration Date.................................................................48
SECTION 9.2. Early Termination................................................................................48
SECTION 9.3. Dissolution......................................................................................48
SECTION 9.4. Liquidation......................................................................................48
SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of Success Capital........................50
ARTICLE X MISCELLANEOUS PROVISIONS............................................................................51
SECTION 10.1. Limitation of Rights of Holders.................................................................51
SECTION 10.2. Amendment.......................................................................................51
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SECTION 10.3. Separability....................................................................................52
SECTION 10.4. Governing Law...................................................................................53
SECTION 10.5. Payments Due on Non-Business Day................................................................53
SECTION 10.6. Successors......................................................................................53
SECTION 10.7. Headings........................................................................................54
SECTION 10.8. Reports, Notices and Demands....................................................................54
SECTION 10.9. Agreement Not to Petition.......................................................................54
SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act.........................................55
SECTION 10.11. Counterparts...................................................................................56
SECTION 10.12. Acceptance of Terms of Trust Agreement, Guarantee and Indenture................................56
</TABLE>

<PAGE> 6

AGREEMENT

Amended and Restated Trust Agreement, dated as of ____________ 1998,
among (i) Success Bancshares, Inc., an Illinois corporation (including any
successors or assigns, "Success Bancshares"), (ii) Bankers Trust Company, a New
York banking corporation, as property trustee, (in such capacity, the "Property
Trustee" and, in its separate corporate capacity and not in its capacity as
Property Trustee, the "Bank"), (iii) Bankers Trust (Delaware), a Delaware
banking corporation, as Delaware trustee (the "Delaware Trustee") (the Property
Trustee and the Delaware Trustee are referred to collectively herein as the
"Issuer Trustees"), (iv) Saul D. Binder, Marlene Sachs and Ronald W. Tragasz as
"Administrative Trustees", as hereinafter defined, and (v) the several Holders,
as hereinafter defined.

WITNESSETH

WHEREAS, Success Bancshares, the Property Trustee, the Delaware Trustee
and the Administrative Trustees have heretofore duly declared and established a
business trust pursuant to the Delaware Business Trust Act by the entering into
a certain Declaration of Trust, dated as of April 21, 1998 (the "Original Trust
Agreement"), and by the execution and filing by the Trustees with the Secretary
of State of the State of Delaware of the Certificate of Trust, filed on April
21, 1998 (the "Certificate of Trust"), attached as Exhibit A; and

WHEREAS, Success Bancshares, the Property Trustee, the Delaware Trustee
and the Administrative Trustees desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance by Success Capital Trust I ("Success Capital") of its
Common Securities to Success Bancshares, (ii) the issuance and sale of the
Preferred Securities by Success Capital pursuant to the Underwriting Agreement,
and (iii) the acquisition by Success Capital from Success Bancshares of all of
the right, title and interest in the Junior Subordinated Debentures.

NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Holders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees, intending to be legally
bound, as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.1. DEFINITIONS.

For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

(a) The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;
<PAGE> 7

(b) All other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

(d) All accounting terms used but not defined herein have the meanings
assigned to them in accordance with United States generally accepted accounting
principles as in effect at the time of computation;

(e) Unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Trust Agreement;

(f) The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision; and

(g) All references to the date the Preferred Securities were originally
issued shall refer to the date the Preferred Securities were originally issued.

"Act" has the meaning specified in Section 6.8.

"Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Indenture) paid by Success Bancshares on a Like Amount of
Debentures for such period.

"Additional Sums" has the meaning specified in Section 10.6 of the
Indenture.

"Administrative Trustees" means each Person appointed in accordance
with Section 8.20 solely in such Person's capacity as Administrative Trustee of
Success Capital heretofore formed and continued hereunder and not in such
Person's individual capacity, or any successor Administrative Trustee appointed
as herein provided; with the initial Administrative Trustees being Saul D.
Binder, Marlene Sachs and Ronald W. Tragasz.

"Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Preferred Security or beneficial interest
therein, the rules and procedures of the

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<PAGE> 8

Depositary for such Preferred Security, in each case to the extent applicable to
such transaction and as in effect from time to time.

"Bank" has the meaning specified in the preamble to this Trust
Agreement.

"Bankruptcy Event" means, with respect to any Person:

(a) the entry of a decree or order by a court having jurisdiction in
the premises judging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable federal or
state Bankruptcy Law, or appointing a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of such Person or of any substantial
part of its property or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or

(b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable federal or
state Bankruptcy Law, or the consent by it to the filing of any such petition or
to the appointment of a receiver, liquidator, assignee, trustee, sequestrator
(or similar official) of such Person or of any substantial part of its property
or the making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as they
become due and its willingness to be adjudicated a bankrupt, or the taking of
corporate action by such Person in furtherance of any such action.

"Bankruptcy Laws" has the meaning specified in Section 10.9.

"Board of Directors" means the board of directors of Success Bancshares
or the Executive Committee of the board of directors of Success Bancshares (or
any other committee of the board of directors of Success Bancshares performing
similar functions) or a committee designated by the board of directors of
Success Bancshares (or any such committee), comprised of two or more members of
the board of directors of Success Bancshares or officers of Success Bancshares,
or both.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of Success Bancshares to have been duly
adopted by Success Bancshares's Board of Directors, or such committee of the
Board of Directors or officers of Success Bancshares to which authority to act
on behalf of the Board of Directors has been delegated, and to be in full force
and effect on the date of such certification, and delivered to the Issuer
Trustees.

"Business Day" means a day other than (a) a Saturday or Sunday, (b) 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 (c) a day on which the
Property Trustee's Corporate Trust Office or the Delaware Trustee's Corporate
Trust Office or the Corporate Trust Office of the Indenture Trustee is closed
for business.

"Capital Treatment Event" means the receipt by Success Bancshares of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of any amendment to, or

3
<PAGE> 9

change (including any announced prospective 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 prospective
change, pronouncement or decision is announced on or after the date of issuance
of the Preferred Securities under this Trust Agreement, the Preferred Securities
do not, or within 90 days of the date of such opinion will not, constitute Tier
1 capital (or the then equivalent thereof), except as otherwise restricted under
the 25% Capital Limitation, for purposes of the capital adequacy guidelines of
the Federal Reserve, as then in effect and applicable to Success Bancshares.

"Certificate Depositary Agreement" means the agreement among Success
Capital, Success Bancshares and DTC, as the initial Clearing Agency, dated as of
the Closing Date, substantially in the form attached as Exhibit B, as the same
may be amended and supplemented from time to time.

"Certificate of Trust" has the meaning specified in the preamble to
this Trust Agreement.

"Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. DTC shall be the initial Clearing Agency.

"Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

"Closing Date" means the Time of Delivery for the Firm Securities,
which date is also the date of execution and delivery of this Trust Agreement.

"Code" means the Internal Revenue Code of 1986, or any successor
statute, in each case as amended from time to time.

"Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

"Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as Exhibit C.

"Common Security" means an undivided beneficial interest in the assets
of Success Capital, having a Liquidation Amount of $10 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

"Corporate Trust Office" means the principal office of the Property
Trustee located in the City of New York, New York, which at the time of the
execution of this Trust Agreement is located at Four Albany Street, New York,
New York 10006; Attention: Corporate Trust and Agency Group - Corporate Market
Services.

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<PAGE> 10

"Debenture Event of Default" means an "Event of Default" as defined in
the Indenture.

"Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption of such Debentures
under the Indenture.

"Delaware Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. 3801, et seq., as it may be amended from time to time.

"Delaware Trustee" means the corporation identified as the "Delaware
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of Success Capital continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor trustee appointed as herein provided.

"Depositary" means Depository Trust Company or any successor thereto.

"Distribution Date" has the meaning specified in Section 4.1(a).

"Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.1.

"DTC" means Depository Trust Company.

"Early Termination Event" has the meaning specified in Section 9.2.

"Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be 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):

(a) the occurrence of a Debenture Event of Default; or

(b) default by Success 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

(c) default by Success Capital in the payment of any Redemption Price
of any Trust Security when it becomes due and payable; or

(d) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Issuer Trustees in this Trust Agreement (other
than a covenant or warranty a default in the performance of which or the breach
of which is dealt with in clause (b) or (c) 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 Issuer Trustees and Success Bancshares 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" hereunder; or

(e) the occurrence of any Bankruptcy Event with respect to the Property
Trustee or all or substantially all of its property if a successor Property
Trustee has not been appointed within a period of 60 days thereof.

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<PAGE> 11

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and any successor statute thereto, in each case as amended from time to
time.

"Expiration Date" has the meaning specified in Section 9.1.

"Firm Securities" means an aggregate Liquidation Amount of $15,000,000
of Success Capital's _____% preferred securities.

"Global Preferred Securities Certificate" means a Preferred Securities
Certificate evidencing ownership of Global Preferred Securities.

"Global Preferred Security" means a Preferred Security, the ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 5.4.

"Guarantee Agreement" means the Guarantee Agreement executed and
delivered by the Depositor and Bankers Trust Company, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the holders of the Preferred Securities, as amended from time to
time.

"Holder" means a Person in whose name a Trust Security or Trust
Securities is registered in the Securities Register; any such Person shall be
deemed to be a beneficial owner within the meaning of the Delaware Business
Trust Act.

"Indenture" means the Junior Subordinated Indenture, dated as of
__________ __, 1998, between Success Bancshares and the Indenture Trustee (as
amended or supplemented from time to time) relating to the issuance of the
Junior Subordinated Debentures.

"Indenture Trustee" means Bankers Trust Company, a New York banking
corporation and any successor.

"Interest Payment Date" shall have the meaning specified in the
Indenture.

"Investment Company Act" means the Investment Company Act of 1940, as
amended or any successor statute, in each case as amended from time to time.

"Investment Company Event" means the receipt by Success Capital of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of any 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, Success 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 the original issuance of
the Preferred Securities.

"Issuer Trustees" means, collectively, the Property Trustee and the
Delaware Trustee.

"Junior Subordinated Debentures" means the aggregate principal amount
of Success Bancshares's _____% junior subordinated deferrable interest
debentures, due ____________, 2028, which date may be shortened once at any time
by the Company to any date not earlier than ________________, 2003 issued
pursuant to the Indenture.

6
<PAGE> 12

"Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

"Like Amount" means (a) 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, allocated to the
Common Securities and to the Preferred Securities based upon the relative
Liquidation Amounts of such classes and (b) with respect to a distribution of
Junior Subordinated Debentures to Holders of Trust Securities in connection with
a dissolution and liquidation of Success 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.

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

"Liquidation Date" means the date on which Junior Subordinated
Debentures are to be distributed to Holders of Trust Securities in connection
with a dissolution and liquidation of Success Capital pursuant to Section 9.4.

"Liquidation Distribution" has the meaning specified in Section 9.4(d).

"Majority in Liquidation Amount of the Preferred Securities" or
"Majority in Liquidation Amount of the Common Securities" means, except as
provided by the Trust Indenture Act, Preferred Securities or Common Securities,
as the case may be, representing more than 50% of the aggregate Liquidation
Amount of all then Outstanding Preferred Securities or Common Securities, as the
case may be.

"Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman, Chief Executive Officer, President,
Executive Vice President or a Vice President, and by the Chief Financial
Officer, Treasurer, an Associate Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of such Person, and delivered to the party
provided herein. Any Officers' Certificate delivered with respect to compliance
with a condition or covenant provided for in this Trust Agreement shall include:

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

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

(c) a statement that such officer has made such examination or
investigation as, in each 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.

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<PAGE> 13

"Opinion of Counsel" means a written opinion of independent outside
counsel to Success Bancshares who shall be acceptable to the Trustee.

"Option Closing Date" shall have the meaning provided in the
Underwriting Agreement.

"Option Securities" means an aggregate Liquidation Amount of $2,250,000
of Success Capital's _____% preferred securities, issuable to the Underwriters,
at their option, exercisable within ____ days after the date of the Prospectus,
solely to cover over-allotments, if any.

"Original Trust Agreement" has the meaning specified in the preamble to
this Trust Agreement.

"Outstanding," with respect to Trust Securities, means, as of the date
of determination, all Trust Securities theretofore executed and delivered under
this Trust Agreement, except:

(a) Trust Securities theretofore canceled by the Property Trustee or
delivered to the Property Trustee for cancellation;

(b) Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent for the Holders of such Preferred Securities, provided that if such
Trust Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Trust Agreement; and

(c) Trust Securities which have been paid or in exchange for or in lieu
of which other Trust Securities have been executed and delivered pursuant to
Sections 5.4, 5.5, 5.6 or 5.13; provided, however, that in determining whether
the Holders of the requisite Liquidation Amount of the Outstanding Preferred
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Preferred Securities owned by Success Bancshares,
any Issuer Trustee, any Administrative Trustee or any Affiliate of Success
Bancshares shall be disregarded and deemed not to be Outstanding, except that
(a) in determining whether any Issuer Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Preferred Securities that such Issuer Trustee or such Administrative
Trustee, as the case may be, knows to be so owned shall be so disregarded and
(b) the foregoing shall not apply at any time when all of the outstanding
Preferred Securities are owned by Success Bancshares, one or more of the Issuer
Trustees, one or more of the Administrative Trustees and/or any such Affiliate.
Preferred Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgee's right so to act with respect to such
Preferred Securities and that the pledgee is not Success Bancshares or any
Affiliate of Success Bancshares.

"Owner" means each Person who is the beneficial owner of Global
Preferred Securities as reflected in the records of the Clearing Agency or, if a
Clearing Agency Participant is not the Owner, then as reflected in the records
of a Person maintaining an account with such Clearing Agency, directly or
indirectly, in accordance with the rules of such Clearing Agency.

"Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.10 and shall initially be the Property Trustee.

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<PAGE> 14

"Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Property Trustee in
its trust department for the benefit of the Holders in which all amounts paid in
respect of the Junior Subordinated Debentures will be held and from which the
Property Trustee, through the Paying Agent, shall make payments to the Holders
in accordance with Sections 4.1 and 4.2.

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

"Preferred Securities Certificate" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as Exhibit
D.

"Preferred Security" means a Firm Security or an Option Security, each
constituting a preferred undivided beneficial interest in the assets of Success
Capital, having a Liquidation Amount of $10 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

"Property Trustee" means the Person identified as the "Property
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Property Trustee of Success Capital formed and continued hereunder and not in
its individual capacity, or its successor in interest in such capacity, or any
successor property trustee appointed as herein provided.

"Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Junior Subordinated Debenture Redemption Date and
the stated maturity of the Junior Subordinated Debentures shall be a Redemption
Date for a Like Amount of Trust Securities, including any date of redemption
pursuant to the occurrence of any Special Event.

"Redemption Price" means with respect to a redemption of any Trust
Security, the Liquidation Amount of such Trust Security, together with
accumulated but unpaid Distributions to but excluding the date fixed for
redemption, plus the related amount of the premium, if any, paid by Success
Bancshares upon the concurrent redemption of a Like Amount of Junior
Subordinated Debentures.

"Relevant Trustee" has the meaning specified in Section 8.10.

"Responsible Officer" when used with respect to the Property Trustee
means any officer assigned to the Corporate Trust Office, including any managing
director, principal, vice president, assistant vice president, assistant
treasurer, assistant secretary or any other officer of the Property Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
this Trust Agreement, and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

"Securities Act" means the Securities Act of 1933 and any successor
statute thereto, in each case as amended from time to time.

9
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"Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.5.

"Special Event" means any Tax Event, Capital Treatment Event or
Investment Company Event.

"Stated Maturity" shall have the meaning specified in the Indenture.

"Success Bancshares" has the meaning specified in the preamble to this
Trust Agreement.

"Success Capital" means Success Capital Trust I.

"Successor Preferred Securities" of any particular Preferred Securities
Certificate means every Preferred Securities Certificate issued after, and
evidencing all or a portion of the same beneficial interest in Success Capital
as that evidenced by, such particular Preferred Securities Certificate; and, for
the purposes of this definition, any Preferred Securities Certificate executed
and delivered under Section 5.6 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Preferred Securities Certificate shall be deemed to
evidence the same beneficial interest in Success Capital as the mutilated,
destroyed, lost or stolen Preferred Securities Certificate.

"Tax Event" means the receipt by Success Bancshares and Success 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 or administrative pronouncement or action 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 of Success Capital, there is more than
an insubstantial risk that (i) Success Capital is, or will be within 90 days of
the delivery of such Opinion of Counsel, subject to United States federal income
tax with respect to income received or accrued on the corresponding series of
Junior Subordinated Debentures issued by Success Bancshares to Success Capital,
(ii) interest payable by Success Bancshares on the Junior Subordinated
Debentures is not, or within 90 days of the delivery of such Opinion of Counsel
will not be, deductible by Success Bancshares, in whole or in part, for United
States federal income tax purposes, or (iii) Success Capital is, or will be
within 90 days of the delivery of such Opinion of Counsel, subject to more than
a de minimis amount of other taxes, duties or other governmental charges.

"Time of Delivery" means 9:00 a.m. Eastern Standard Time, either (i)
with respect to the Firm Securities or Common Securities, on the fourth Business
Day (unless postponed in accordance with the provisions of Section ____ of the
Underwriting Agreement) following the date of execution of the Underwriting
Agreement, or such other time not later than ten Business Days after such date
as shall be agreed upon by the Underwriters, Success Capital and the Company, or
(ii) with respect to the Option Securities, the Option Closing Date.

"Trust Agreement" means this Amended and Restated Trust Agreement, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including (i) all exhibits hereto, and (ii) for
all purposes of this Amended and Restated Trust Agreement any such modification,
amendment or supplement, the provisions of the Trust

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Indenture Act that are deemed to be a part of and govern this Amended and
Restated Trust Agreement and any modification, amendment or supplement,
respectively.

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

"Trust Property" means (a) the Junior Subordinated Debentures, (b) any
cash on deposit in, or owing to, the Payment Account, and (c) all proceeds and
rights in respect of the foregoing and any other property and assets for the
time being held or deemed to be held by the Property Trustee pursuant to the
trusts of this Trust Agreement.

"Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

"Trust Security" means any one of the Common Securities or the
Preferred Securities.

"Underwriters" has the meaning specified in the Underwriting
Agreement.

"Underwriting Agreement" means the Underwriting Agreement, dated as of
__________ __, 1998, among Success Capital, Success Bancshares and the
Underwriters, as the same may be amended from time to time.

ARTICLE II

CONTINUATION OF SUCCESS CAPITAL

SECTION 2.1. NAME.

Success Capital continued hereby shall be known as "Success Capital
Trust I", as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
Issuer Trustees, in which name the Administrative Trustees and the Issuer
Trustees may engage in the transactions contemplated hereby, make and execute
contracts and other instruments on behalf of Success Capital and sue and be
sued.

SECTION 2.2. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

The address of the Delaware Trustee in the State of Delaware is Bankers
Trust (Delaware), 1011 Centre Road, Suite 200, Wilmington, DE 19805, Attention:
Lisa Wilkins, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Holders and Success Bancshares.
The principal executive office of Success Capital is in care of Success
Bancshares, Inc., One Marriott Drive, Lincolnshire, Illinois 60069, Attention:
Saul D. Binder.

SECTION 2.3. INITIAL CONTRIBUTION OF TRUST PROPERTY, ORGANIZATIONAL EXPENSES.

The Property Trustee acknowledges receipt in trust from Success
Bancshares in connection with this Trust Agreement of the sum of $10, which
constitutes the initial Trust

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Property. Success Bancshares shall pay all organizational expenses of Success
Capital as they arise or shall, upon request of any Issuer Trustee, promptly
reimburse such Issuer Trustee for any such reasonable expenses paid by such
Issuer Trustee. Success Bancshares shall make no claim upon the Trust Property
for the payment of such expenses.

SECTION 2.4. ISSUANCE OF THE PREFERRED SECURITIES.

On __________ __, 1998, Success Bancshares, both on its own behalf and
on behalf of Success Capital pursuant to the Original Trust Agreement, executed
and delivered the Underwriting Agreement. Contemporaneously with the execution
and delivery of this Trust Agreement, the Administrative Trustees, on behalf of
Success Capital, shall manually execute in accordance with Section 5.3 and the
Property Trustee shall authenticate in accordance with Section 5.3 and deliver
to the Underwriters, Firm Securities Certificates, registered in the names
requested by the Underwriters, in an aggregate amount of $____________ Firm
Securities having an aggregate Liquidation Amount of $____________, against
receipt of the aggregate purchase price of such Preferred Securities of
$____________, by the Property Trustee. At the option of the Underwriters,
within 30 days of the date of the Prospectus, and solely for the purpose of
covering over-allotments, if any, the Administrative Trustees, on behalf of
Success Capital, shall manually execute in accordance with Section 5.3 and the
Property Trustee shall authenticate in accordance with Section 5.4 and deliver
to the Underwriters, Option Securities Certificates, registered in the names
requested by the Underwriters, up to ____________ Option Securities having an
aggregate Liquidation Amount of up to $____________, against receipt of the
aggregate purchase price of such Option Securities of up to $____________, by
the Property Trustee.

SECTION 2.5. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF
JUNIOR SUBORDINATED DEBENTURES.

Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of Success Capital, shall
manually execute in accordance with Section 5.2 and deliver to Success
Bancshares Common Securities Certificates, registered in the name of Success
Bancshares, in an aggregate amount of ____________ Common Securities having an
aggregate Liquidation Amount of $____________ against receipt by the Property
Trustee of the aggregate purchase price of such Common Securities of
$____________ by the Property Trustee. In the event of any exercise of an
over-allotment option requiring issuance of additional Preferred Securities
Certificates, as described in Section 2.4 above, a proportionate number of
additional Common Securities Certificates, with corresponding aggregate
Liquidation Amount, shall be delivered to Success Bancshares. Contemporaneously
with the executions and deliveries of Common Securities Certificates and any
Preferred Securities Certificates, an Administrative Trustee, on behalf of
Success Capital, shall subscribe for and purchase from Success Bancshares
corresponding amounts of Junior Subordinated Debentures, registered in the name
of the Property Trustee and having an aggregate principal amount equal to
$____________, plus, in the event of any exercise of the over-allotment option
(i) a corresponding additional number of Junior Subordinated Debentures not
exceeding an aggregate principal amount of $____________ and (ii) a
corresponding number of Junior Subordinated Debentures not exceeding an
aggregate principal amount equal to the aggregate Liquidation Amount of Common
Securities issued pursuant to such exercise of an over-allotment option; and, in
satisfaction of the purchase price for such Junior Subordinated Debentures, the
Property Trustee, on behalf of Success Capital, shall deliver to

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<PAGE> 18

Success Bancshares the sum of $____________, plus any corresponding
over-allotment option amount (being the sum of the amounts delivered to the
Property Trustee pursuant to (i) the second sentence of Section 2.4, and (ii)
the first and second sentences of this Section 2.5) and receive on behalf of
Success Capital the Junior Subordinated Debentures.

SECTION 2.6. DECLARATION OF TRUST.

The exclusive purposes and functions of Success Capital are to (a)
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Junior Subordinated Debentures, and (b) engage in only those other
activities necessary or incidental thereto. Success Bancshares hereby appoints
the Issuer Trustees as trustees of Success Capital, to have all the rights,
powers and duties to the extent set forth herein, and the Issuer Trustees hereby
accept such appointment. The Property Trustee hereby declares that it will hold
the Trust Property in trust upon and subject to the conditions set forth herein
for the benefit of Success Capital and the Holders. Success Bancshares hereby
appoints the Administrative Trustees (as agents of Success Capital), with such
Administrative Trustees having all rights, powers and duties set forth herein
with respect to accomplishing the purposes of Success Capital, and the
Administrative Trustees hereby accept such appointment, provided, however, that
it is the intent of the parties hereto that such Administrative Trustees shall
not be trustees or fiduciaries with respect to Success Capital and this
Agreement shall be construed in a manner consistent with such intent. The
Property Trustee shall have the right and power to perform those duties assigned
to the Administrative Trustees. The Delaware Trustee shall not be entitled to
exercise any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the trustees of Success
Capital for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Business Trust Act and for taking such actions as
are required to be taken by a Delaware Trustee under the Delaware Business Trust
Act.

SECTION 2.7. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

(a) The Issuer Trustees and the Administrative Trustees shall conduct
the affairs of Success Capital in accordance with the terms of this Trust
Agreement. Subject to the limitations set forth in paragraph (b) of this Section
and in accordance with the following provisions (i) and (ii) the Issuer Trustees
and the Administrative Trustees shall act as follows:

(i) Each Administrative Trustee shall have the power and
authority to act on behalf of Success Capital with respect to the following:

(A) the compliance with the Underwriting Agreement
regarding the issuance and sale of the Trust Securities;

(B) the compliance with the Securities Act,
applicable state securities or blue sky laws, and the Trust
Indenture Act;

(C) the listing of the Preferred Securities upon such
securities exchange or exchanges or upon the Nasdaq National
Market as shall be determined by Success Bancshares, with
the registration of the Preferred Securities under the
Exchange Act, if required, and the preparation and filing of
all periodic and other reports and other documents pursuant
to the foregoing;

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(D) the application for a taxpayer identification
number for Success Capital;

(E) the preparation of a registration statement and a
prospectus in relation to the Preferred Securities,
including any amendments thereto and the taking of any
action necessary or desirable to sell the Preferred
Securities in a transaction or series of transactions
subject to the registration requirements of the Securities
Act; and

(F) any action incidental to the foregoing as
necessary or advisable to give effect to the terms of this
Trust Agreement.

(ii) The Property Trustee shall have the power and authority
to act on behalf of Success Capital with respect to the following matters:

(A) the establishment of the Payment Account;

(B) the receipt of the Junior Subordinated
Debentures;

(C) the receipt and collection of interest, principal
and any other payments made in respect of the Junior
Subordinated Debentures in the Payment Account;

(D) the distribution of amounts owed to the Holders
in respect of the Trust Securities;

(E) the exercise of all of the rights, powers and
privileges of a holder of the Junior Subordinated
Debentures;

(F) the sending of notices of default and other
information regarding the Trust Securities and the Junior
Subordinated Debentures to the Holders in accordance with
this Trust Agreement;

(G) the distribution of the Trust Property in
accordance with the terms of this Trust Agreement;

(H) to the extent provided in this Trust Agreement,
the winding up of the affairs of and liquidation of Success
Capital and the preparation, execution and filing of the
certificate of cancellation with the Secretary of State of
the State of Delaware; and

(I) after an Event of Default (other than under
paragraph (b), (c) or (d) of the definition of such term if
such Event of Default is by or with respect to the Property
Trustee), comply with the provisions of this Trust Agreement
and take any action to give effect to the terms of this
Trust Agreement and protect and conserve the Trust Property
for the benefit of the Holders (without consideration of the
effect of any such action on any particular Holder);
provided, however, that

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nothing in this Section 2.7(a)(ii) shall require the
Property Trustee to take any action that is not otherwise
required in this Trust Agreement.

(b) So long as this Trust Agreement remains in effect, Success Capital
(or the Issuer Trustees or Administrative Trustees acting on behalf of Success
Capital) shall not undertake any business, activities or transactions except as
expressly provided herein or contemplated hereby. In particular, neither the
Issuer Trustees nor the Administrative Trustees shall (i) acquire any
investments or engage in any activities not authorized by this Trust Agreement,
(ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise
dispose of any of the Trust Property or interests therein, including to Holders,
except as expressly provided herein, (iii) take any action that would reasonably
be expected to cause Success Capital to become taxable as a corporation for
United States federal income tax purposes, (iv) incur any indebtedness for
borrowed money or issue any other debt, or (v) take or consent to any action
that would result in the placement of a Lien on any of the Trust Property. The
Property Trustee shall defend all claims and demands of all Persons at any time
claiming any Lien on any of the Trust Property adverse to the interest of
Success Capital or the Holders in their capacity as Holders.

(c) In connection with the issue and sale of the Preferred Securities,
Success Bancshares shall have the power and authority to assist Success Capital
with respect to, or effect on behalf of Success Capital, the following (and any
actions taken by Success Bancshares in furtherance of the following prior to the
date of this Trust Agreement are hereby ratified and confirmed in all respects):

(i) the preparation by Success Capital of, and the execution
and delivery of, a registration statement, and a prospectus in relation to the
Preferred Securities, including any amendments thereto and the taking of any
action necessary or desirable to sell the Preferred Securities in a transaction
or a series of transactions subject to the registration requirements of the
Securities Act;

(ii) the determination of the states in which to take
appropriate action to qualify or register for sale all or part of the Preferred
Securities and the determination of any and all such acts, other than actions
that must be taken by or on behalf of Success Capital, and the advice to the
Issuer Trustees of actions they must take on behalf of Success Capital, and the
preparation for execution and filing of any documents to be executed and filed
by Success Capital or on behalf of Success Capital, as Success Bancshares deems
necessary or advisable in order to comply with the applicable laws of any such
States in connection with the sale of the Preferred Securities;

(iii) the negotiation of the terms of, and the execution and
delivery of, the Underwriting Agreement providing for the sale of the Preferred
Securities;

(iv) the taking of any other actions necessary or desirable to
carry out any of the foregoing activities; and

(v) compliance with the listing requirements of the Preferred
Securities upon such securities exchange or exchanges, or upon the Nasdaq
National Market, as shall be determined by Success Bancshares, the registration
of the Preferred Securities under the

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<PAGE> 21

Exchange Act, if required, and the preparation and filing of all periodic and
other reports and other documents pursuant to the foregoing.

(d) Notwithstanding anything herein to the contrary, the Administrative
Trustees and the Property Trustee are authorized and directed to conduct the
affairs of Success Capital and to operate Success Capital so that Success
Capital will not be deemed to be an "investment company" required to be
registered under the Investment Company Act, and will not be taxable as a
corporation for the United States federal income tax purposes and so that the
Junior Subordinated Debentures will be treated as indebtedness of Success
Bancshares for United States income tax purposes. In this connection, the
Property Trustee, the Administrative Trustees and the Holders of Common
Securities are authorized to take any action, not inconsistent with applicable
law, the Certificate of Trust or this Trust Agreement, that the Property
Trustee, the Administrative Trustees and Holders of Common Securities determine
in their discretion to be necessary or desirable for such purposes, as long as
such action does not adversely affect in any material respect the interests of
the Holders of the Outstanding Preferred Securities. In no event shall the
Administrative Trustees or the Issuer Trustees be liable to Success Capital or
the Holders for any failure to comply with this section that results from a
change in law or regulations or in the interpretation thereof.

SECTION 2.8. ASSETS OF TRUST.

The assets of Success Capital shall consist solely of the Trust
Property.

SECTION 2.9. TITLE TO TRUST PROPERTY.

Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of Success Capital and the Holders in
accordance with this Trust Agreement.

ARTICLE III

PAYMENT ACCOUNT

SECTION 3.1. PAYMENT ACCOUNT.

(a) On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and its agents shall have
exclusive control and sole right of withdrawal with respect to the Payment
Account for the purpose of making deposits in and withdrawals from the Payment
Account in accordance with this Trust Agreement. All monies and other property
deposited or held from time to time in the Payment Account shall be held by the
Property Trustee in the Payment Account for the exclusive benefit of the Holders
and for distribution as herein provided, including (and subject to) any priority
of payments provided for herein.

(b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Junior Subordinated Debentures.
Amounts held in the Payment Account shall not be invested by the Property
Trustee pending distribution thereof.

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ARTICLE IV

DISTRIBUTIONS; REDEMPTION

SECTION 4.1. DISTRIBUTIONS.

(a) The Trust Securities represent undivided beneficial interests in
the Trust Property, and Distributions (including Distributions of Additional
Amounts) will be made on the Trust Securities at the rate and on the dates that
payments of interest (including payments of Additional Interest, as defined in
the Indenture) are made on the Junior Subordinated Debentures. Accordingly:

(i) Distributions on the Trust Securities shall be cumulative
and will accumulate whether or not there are funds of Success Capital
available for the payment of Distributions. Distributions shall
accumulate from __________ __, 1998, and, except in the event (and to
the extent) that Success Bancshares exercises its right to defer the
payment of interest on the Debentures pursuant to the Indenture, shall
be payable quarterly in arrears on the 15th day of March, June,
September and December of each year, commencing on June 15, 1998. If
any date on which a Distribution is otherwise payable on the Trust
Securities is not a Business Day, then the payment of such Distribution
shall be made on the next succeeding day that is a Business Day
(without any interest or other payment in respect of any such delay),
except that if such Business Day falls in the next calendar year, such
payment will be made on the immediately preceding Business Day, in each
case, with the same force and effect as if made on the date on which
such payment was originally payable (each date on which distributions
are payable in accordance with this Section 4.1(a), a "Distribution
Date").

(ii) The Trust Securities shall be entitled to Distributions
payable at a rate of _____% per annum of the Liquidation Amount of the
Trust Securities. The amount of Distributions payable for any period
less than a full Distribution period shall be computed on the basis of
a 360-day year of twelve 30-day months and the actual number of days
elapsed in a partial month in a period. Distributions payable for each
full Distribution period will be computed by dividing the rate per
annum by four. The amount of Distributions payable for any period shall
include any Additional Amounts in respect of such period.

(iii) So long as no Debenture Event of Default has occurred
and is continuing, Success Bancshares has the right under the Indenture
to defer the payment of interest on the Junior Subordinated Debentures
at any time and from time to time for a period not exceeding 20
consecutive quarterly periods (an "Extension Period"), provided that no
Extension Period may extend beyond ______________, 2028, or end on a
date other than an Interest Payment Date (as defined in the Indenture).
As a consequence of any such deferral, quarterly Distributions on the
Trust Securities by the Trust will also be deferred (and the amount of
Distributions to which Holders of the Trust Securities are entitled
will accumulate additional Distributions thereon at the rate per annum
of _____% per annum, compounded quarterly from the relevant payment
date for such Distributions, computed on the basis of a 360- day year
of twelve 30-day months and the actual days elapsed in a partial month
in such period.) Additional Distributions

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payable for each full Distribution period will be computed by dividing
the rate per annum by four. The term "Distributions" as used in Section
4.1 shall include any such additional Distributions provided pursuant
to this Section 4.1(a)(iii). During any Extension Period, Success
Bancshares will be prohibited from (i) declaring or paying any
dividends or distributions on, or redeeming, purchasing, acquiring or
making a liquidation payment with respect to, any of Success
Bancshares' capital stock (other than (a) paying dividends or
distributions in common stock of Success Bancshares, (b) redeeming
rights or taking certain other actions under a shareholders' rights
plan, (c) reclassifying any class of Success Bancshares' capital stock
into another class of capital stock and (d) purchasing Success
Bancshares' common stock related to rights under any of Success
Bancshares' benefit plans for its Directors, officers or employees),
(ii) making any payment of principal, interest or premium, if any, on,
or repaying, repurchasing or redeeming, any debt securities of Success
Bancshares that rank pari passu with or junior in interest to the
Junior Subordinated Debentures (except for payments under the
Guarantee) or (iii) redeeming, purchasing or acquiring less than all of
the Junior Subordinated Debentures or any of the Preferred Securities.
Prior to the termination of any such Extension Period, so long as no
event of default shall have occurred and be continuing under the
Indenture, Success Bancshares may further extend such Extension Period,
provided that such extension does not cause such Extension Period to
exceed 20 consecutive quarters, extend beyond the Stated Maturity or
end on a date other than an Interest Payment Date. Upon the termination
of any such Extension Period and the payment of all Distributions then
due, and subject to the foregoing limitations, Success Bancshares may
elect to begin a new Extension Period. Success Bancshares must give the
Issuer Trustees notice of its election of such Extension Period at
least one Business Day prior to the next succeeding Interest Payment
Date on which interest on the Junior Subordinated Debentures would be
payable but for such deferral or, so long as the Junior Subordinated
Debentures are held by Success Capital, at least one Business Day prior
to the earlier of (i) the date the Distributions on the Preferred
Securities would have been payable but for the election to begin such
Extension Period and (ii) the date the Property Trustee is required to
give notice to holders of the Preferred Securities of the record date
or the date such Distributions are payable, but in any event not less
than one Business Day prior to such record date. The Property Trustee
will give notice of Success Bancshares' election to begin a new
Extension Period to the holders of the Preferred Securities. Subject to
the foregoing, there is no limitation on the number of times that
Success Bancshares may elect to begin an Extension Period.

(iv) Distributions on the Trust Securities shall be made by
the Property Trustee from the Payment Account and shall be payable on each
Distribution Date only to the extent that Success Capital has funds then on hand
and available in the Payment Account for the payment of such Distributions.

(b) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities at the close of business on the
relevant record date, which shall be at the close of business on the 15th day of
March, June, September or December (whether or not a Business Day). In the
event the Trust Securities are not in book-entry form, the relevant record date
will be the first day of the month in which the relevant Distribution Date
occurs.

SECTION 4.2. REDEMPTION.

(a) On each Redemption Date of the Junior Subordinated Debentures and
on the stated maturity of the Junior Subordinated Debentures, Success Capital
will be required to redeem a Like Amount of Trust Securities at the Redemption
Price.

(b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Security Register. All notices of
redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price, or if the Redemption Price cannot
be calculated prior to the time the notice is required to be sent, the
estimate of the Redemption Price provided pursuant to the Indenture
together with a statement that it is an estimate and that the actual
Redemption Price will be calculated on the third Business Day prior to
the Redemption Date (and if an estimate is provided, a further notice
shall be sent of the actual Redemption Price on the date, or as soon as
practicable thereafter, that notice of such actual Redemption Price is
received pursuant to the Indenture);

(iii) the CUSIP number or CUSIP numbers of the Preferred
Securities affected;

(iv) if less than all the Outstanding Trust Securities are to

be redeemed, the identification and the total Liquidation Amount of the
particular Trust Securities to be redeemed;

(v) that on the Redemption Date the Redemption Price will
become due and payable upon each such Trust Security to be redeemed and
that Distributions thereon will cease to accumulate on and after said
date, except as provided in Section 4.2(d) below; and

(vi) the place or places where Trust Securities are to be
surrendered for the payment of the Redemption Price.

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Success Capital in issuing the Trust Securities shall use "CUSIP"
numbers, and the Property Trustee shall indicate the "CUSIP" numbers of the
Trust Securities in notices of redemption and related materials as a convenience
to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Trust
Securities or as contained in any notice of redemption and related material.

(c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the applicable proceeds from the
contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the
Trust Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that Success Capital has funds then on hand
and available in the Payment Account for the payment of such Redemption Price.

(d) If Success Capital gives a notice of redemption in respect of any
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, with respect to
Preferred Securities held in global form, irrevocably deposit with the Clearing
Agency for such Preferred Securities, to the extent available therefor, funds
sufficient to pay the applicable Redemption Price and will give such Clearing
Agency irrevocable instructions and authority to pay the Redemption Price to the
Holders of the Preferred Securities. With respect to Preferred Securities that
are not held in global form, the Property Trustee, subject to Section 4.2(c),
will irrevocably deposit with the Paying Agent, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
the Paying Agent irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Preferred Securities upon surrender of their
Preferred Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Register for the Trust 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 Holders holding Trust Securities so called for redemption will cease, except
the right of such Holders to receive the Redemption Price and any Distributions
payable in respect of the Trust Securities on or prior to the Redemption Date,
but without interest, and such Securities will cease to be Outstanding. In the
event that any date on which any applicable Redemption Price is payable is not a
Business Day, then payment of the applicable Redemption Price 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), except that, if
such Business Day falls in the next calendar year, such payment will be made on
the immediately preceding Business Day, in each case, with the same force and
effect as if made on such date. In the event that payment of the Redemption
Price in respect of any Trust Securities called for redemption is improperly
withheld or refused and not paid either by Success Capital or by Success
Bancshares pursuant to the Guarantee Agreement, Distributions on such Trust
Securities will continue to accumulate, as set forth in Section 4.1, from the
Redemption Date originally established by Success Capital for such Trust
Securities to the date such applicable Redemption Price is actually paid, in
which case the actual payment date will be the date fixed for redemption for
purposes of calculating the applicable Redemption Price.

(e) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the particular
Preferred Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Property Trustee from

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the Outstanding Preferred Securities not previously called for redemption in
such a manner as the Property Trustee shall deem fair and appropriate.

SECTION 4.3. SUBORDINATION OF COMMON SECURITIES.

(a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of the Trust Securities, as applicable,
shall be made, subject to Section 4.2(e), pro rata among the Common Securities
and the Preferred Securities based on the Liquidation Amount of such Trust
Securities; provided, however, that if on any Distribution Date or Redemption
Date any Event of Default resulting from a Debenture Event of Default in Section
5.1(1) or 5.1(2) of the Indenture shall have occurred and be continuing, no
payment of any Distribution (including any Additional Amounts) on, and the
Redemption Price of, any Common Security, and no other payment on account of the
redemption, liquidation or other acquisition of Common Securities, shall be made
unless payment in full in cash of all accumulated and unpaid Distributions
(including any Additional Amounts) on all 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
Outstanding Preferred Securities then called for redemption, or in the case of
payment of the Liquidation Distribution the full amount of such Liquidation
Distribution on all Outstanding Preferred Securities, shall have been made or
provided for, and all funds immediately available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions (including
any Additional Amounts) on, or the Redemption Price of, Preferred Securities
then due and payable. The existence of an Event of Default does not entitle the
Holders of Preferred Securities to accelerate the maturity of the Preferred
Securities.

(b) In the case of the occurrence of any Event of Default resulting
from any Debenture Event of Default, the Holder of the Common Securities shall
have no right to act with respect to any such Event of Default under this Trust
Agreement until the effects of all such Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated. Until all
such Events of Default under this Trust Agreement with respect to the Preferred
Securities have been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the Holders of the Preferred Securities
and not on behalf of the 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.

SECTION 4.4. PAYMENT PROCEDURES.

Payments of Distributions (including any Additional Amounts) in respect
of the Preferred Securities shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Securities Register
or, if the Preferred Securities are held by a Clearing Agency, such
Distributions shall be made to the Clearing Agency in immediately available
funds, which will credit the relevant accounts on the applicable Distribution
Dates. Payments in respect of the Common Securities shall be made in such manner
as shall be mutually agreed between the Property Trustee and the Holder of the
Common Securities.

SECTION 4.5. TAX RETURNS AND REPORTS.

The Administrative Trustees shall prepare and file (or cause to be
prepared and filed), at Success Bancshares's expense, and file all United States
federal, state and local tax and

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information returns and reports required to be filed by or in respect of Success
Capital. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) all Internal Revenue Service forms required
to be filed in respect of Success Capital in each taxable year of Success
Capital and (b) prepare and furnish (or cause to be prepared and furnished) to
each Holder all Internal Revenue Service forms required to be provided by
Success Capital. The Administrative Trustees shall provide Success Bancshares
and the Property Trustee with a copy of all such returns and reports promptly
after such filing or furnishing. The Issuer Trustees and the Administrative
Trustees shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to Holders under the Trust Securities.

On or before December 15 of each year during which any Preferred
Securities are outstanding, the Administrative Trustees shall furnish to the
Paying Agent such information as may be reasonably requested by the Property
Trustee in order that the Property Trustee may prepare the information which it
is required to report for such year on Internal Revenue Service Forms 1096 and
1099 pursuant to Section 6049 of the Internal Revenue Code of 1986, as amended.
Such information shall include the amount of original issue discount includible
in income for each outstanding Preferred Security during such year.

SECTION 4.6. PAYMENT OF TAXES; DUTIES, ETC. OF SUCCESS CAPITAL.

Upon receipt under the Junior Subordinated Debentures of Additional
Sums, the Property Trustee shall promptly pay any taxes, duties or governmental
charges of whatsoever nature (other than withholding taxes) imposed on Success
Capital by the United States or any other taxing authority.

SECTION 4.7. PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS.

Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder has
directly received pursuant to Section 5.8 of the Indenture or Section 5.13 of
this Trust Agreement.

SECTION 4.8. LIABILITY OF THE HOLDER OF COMMON SECURITIES.

The Holder of Common Securities shall be liable for the debts and
obligations of Success Capital as set forth in Section 6.7 of the Indenture
regarding allocation of expenses.

ARTICLE V

TRUST SECURITIES CERTIFICATES

SECTION 5.1. INITIAL OWNERSHIP.

Upon the formation of Success Capital and the contribution by Success
Bancshares pursuant to Section 2.3 and until the issuance of the Trust
Securities, and at any time during which no Trust Securities are outstanding,
Success Bancshares shall be the sole beneficial owner of Success Capital.

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SECTION 5.2. THE TRUST SECURITIES CERTIFICATES.

(a) The Trust Securities Certificates shall be executed on behalf of
Success Capital by manual or facsimile signature of at least one Administrative
Trustee except as provided in Section 5.3. Trust Securities Certificates bearing
the signatures of individuals who were, at the time when such signatures shall
have been affixed, authorized to sign on behalf of Success Capital, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Holder, and shall be entitled to the rights and subject to the obligations of a
Holder hereunder, upon due registration of such Trust Securities Certificate in
such transferee's name pursuant to Section 5.5.

(b) Upon their original issuance, Preferred Securities Certificates
shall be issued in the form of one or more fully registered Global Preferred
Securities Certificates which will be deposited with or on behalf of the
Depositary and registered in the name of the Depositary'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
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor.

(c) A single Common Securities Certificate representing the Common
Securities shall be issued to Success Bancshares in the form of a definitive
Common Securities Certificate.

SECTION 5.3. EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

At the Time of Delivery, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of Success Capital and delivered
to the Property Trustee and upon such delivery the Property Trustee shall
authenticate such Trust Securities Certificates and deliver such Trust
Securities Certificates upon the written order of Success Capital, executed by
an Administrative Trustee thereof, without further corporate action by Success
Capital, in authorized denominations.

SECTION 5.4. GLOBAL PREFERRED SECURITY.

(a) Any Global Preferred Security issued under this Trust Agreement
shall be registered in the name of the nominee of the Clearing Agency and
delivered to such custodian therefor, and such Global Preferred Security shall
constitute a single Preferred Security for all purposes of this Trust Agreement.

(b) Notwithstanding any other provision in this Trust Agreement, no
Global Security may be exchanged for Securities registered in the names of
persons other than the Depositary or its nominee unless (i) the Depositary
notifies the Indenture Trustee that it is unwilling or unable to continue as a
depositary for such Global Security and Success Bancshares is unable to locate a
qualified successor depositary, (ii) Success Bancshares executes and delivers to
the Trustee a

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<PAGE> 28

written order stating that it elects to terminate the book-entry system through
the Depositary or (iii) there shall have occurred and be continuing a Debenture
Event of Default.

(c) If a Preferred Security is to be exchanged in whole or in part for
a beneficial interest in a Global Preferred Security, then either (i) such
Global Preferred Security shall be so surrendered for exchange or cancellation
as provided in this Article V or (ii) the Liquidation Amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled, or equal to the Liquidation Amount of such other
Preferred Security to be so exchanged for a beneficial interest therein, as the
case may be, by means of an appropriate adjustment made on the records of the
Security Registrar, whereupon the Property Trustee, in accordance with the
Applicable Procedures, shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Security by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees shall
execute and the Property Trustee shall, subject to Section 5.4(b) and as
otherwise provided in this Article V, authenticate and deliver any Preferred
Securities issuable in exchange for such Global Preferred Security (or any
portion thereof) in accordance with the instructions of the Clearing Agency. The
Property Trustee shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

(d) Every Preferred Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof, whether pursuant to this Article V or
Article IV or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Preferred Security, unless such Global Preferred Security
is registered in the name of a Person other than the Clearing Agency for such
Global Preferred Security or a nominee thereof.

(e) The Clearing Agency or its nominee, as the registered owner of a
Global Preferred Security, shall be considered the Holder of the Preferred
Securities represented by such Global Preferred Security for all purposes under
this Trust Agreement and the Preferred Securities, and owners of beneficial
interests in such Global Preferred Security shall hold such interests pursuant
to the Applicable Procedures and, except as otherwise provided herein, shall not
be entitled to receive physical delivery of any such Preferred Securities in
definitive form and shall not be considered the Holders thereof under this Trust
Agreement. Accordingly, any such owner's beneficial interest in the Global
Preferred Security shall be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Clearing Agency or its
nominee. Neither the Property Trustee, the Securities Registrar nor Success
Bancshares shall have any liability in respect of any transfers effected by the
Clearing Agency.

(f) The rights of owners of beneficial interests in a Global Preferred
Security shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such owners and the
Clearing Agency.

SECTION 5.5. REGISTRATION OF TRANSFER AND EXCHANGE GENERALLY; CERTAIN TRANSFERS
AND EXCHANGES; PREFERRED SECURITIES CERTIFICATES.

(a) The Property Trustee shall keep or cause to be kept at its
Corporate Trust Office a register or registers for the purpose of registering
Preferred Securities Certificates and transfers and exchanges of Preferred
Securities Certificates in which the registrar and transfer agent with

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respect to the Preferred Securities (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.11 in the case of Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. Such register is herein sometimes
referred to as the "Securities Register." The Property Trustee is hereby
appointed Securities Registrar for the purpose of registering Preferred
Securities and transfers of Preferred Securities as herein provided.

Upon surrender for registration of transfer of any Preferred Security
at the offices or agencies of the Property Trustee designated for that purpose,
the Administrative Trustees and the Property Trustee shall execute, authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Preferred Securities of the same series of any authorized denominations
of like tenor and aggregate principal amount and bearing such legends as may be
required by this Trust Agreement

At the option of the Holder, Preferred Securities may be exchanged for
other Preferred Securities of any authorized denominations, of like tenor and
aggregate Liquidation Amount and bearing such legends as may be required by this
Trust Agreement, upon surrender of the Preferred Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Administrative Trustees shall execute and the Property Trustee shall
authenticate and deliver the Preferred Securities that the Holder making the
exchange is entitled to receive.

All Preferred Securities issued upon any transfer or exchange of
Preferred Securities shall be the valid obligations of Success Capital,
evidencing the same debt, and entitled to the same benefits under this Trust
Agreement, as the Preferred Securities surrendered upon such transfer or
exchange.

Every Preferred Security presented or surrendered for transfer or
exchange shall (if so required by the Property Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Property Trustee and the Securities Registrar, duly executed by the Holder
thereof or such Holder's attorney duly authorized in writing.

No service charge shall be made to a Holder for any transfer or
exchange of Preferred Securities, but the Property Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Preferred Securities.

Neither Success Capital nor the Property Trustee shall be required,
pursuant to the provisions of this Section, (i) to issue, register the transfer
of or exchange any Preferred Security during a period beginning at the opening
of business 15 days before the day of selection for redemption of Preferred
Securities pursuant to Article IV and ending at the close of business on the day
of mailing of the notice of redemption, or (ii) to register the transfer of or
exchange any Preferred Security so selected for redemption in whole or in part,
except, in the case of any such Preferred Security to be redeemed in part, any
portion thereof not to be redeemed.

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(b) Certain Transfers and Exchanges. Trust Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Trust Agreement. Any transfer or purported transfer of any
Trust Security not made in accordance with this Trust Agreement shall be null
and void.

(i) Non Global Security to Non Global Security. A Trust
Security that is not a Global Preferred Security may be transferred, in
whole or in part, to a Person who takes delivery in the form of another
Trust Security that is not a Global Security as provided in Section
5.5(a).

(ii) Free Transferability. Subject to this Section 5.5,
Preferred Securities shall be freely transferable.

(iii) Exchanges Between Global Preferred Security and
Non-Global Preferred Security. A beneficial interest in a Global
Preferred Security may be exchanged for a Preferred Security that is
not a Global Preferred Security as provided in Section 5.4.

SECTION 5.6. MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES.

If (a) any mutilated Trust Securities Certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees, or any one of them, on behalf of Success
Capital shall execute and make available for delivery, and the Property Trustee
shall authenticate, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Trust Securities Certificate, a new Trust Securities Certificate
of like class, tenor and denomination. In connection with the issuance of any
new Trust Securities Certificate under this Section, the Administrative Trustees
or the Securities Registrar may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Securities Certificate issued pursuant to this
Section shall constitute conclusive evidence of an undivided beneficial interest
in the assets of Success Capital corresponding to that evidenced by the lost,
stolen or destroyed Trust Certificate, as if originally issued, whether or not
the lost, stolen or destroyed Trust Securities Certificate shall be found at any
time.

SECTION 5.7. PERSONS DEEMED HOLDERS.

The Issuer Trustees, the Administrative Trustees, the Securities
Registrar or Success Bancshares shall treat the Person in whose name any Trust
Securities are issued as the owner of such Trust Securities for the purpose of
receiving Distributions and for all other purposes whatsoever, and none of the
Issuer Trustees, the Administrative Trustees, the Securities Registrar nor
Success Bancshares shall be bound by any notice to the contrary.

SECTION 5.8. ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

Each Holder and each Owner shall be deemed to have agreed not to hold
Success Bancshares, the Property Trustee, or the Administrative Trustees
accountable by reason of the

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disclosure of its name and address, regardless of the source from which such
information was derived.

SECTION 5.9. MAINTENANCE OF OFFICE OR AGENCY.

The Property Trustee shall designate, with the consent of the
Administrative Trustees, which consent shall not be unreasonably withheld, an
office or offices or agency or agencies where Preferred Securities Certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Property Trustee initially designates its
Corporate Trust Office at Four Albany Street, New York, NY 10006, Attention:
Corporate Trust and Agency Group - Corporate Market Services, as its corporate
trust office for such purposes. The Property Trustee shall give prompt written
notice to Success Bancshares, the Administrative Trustees and to the Holders of
any change in the location of the Securities Register or any such office or
agency.

SECTION 5.10. APPOINTMENT OF PAYING AGENT.

The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrative Trustees. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account solely for the
purpose of making the Distributions referred to above. The Property Trustee may
revoke such power and remove any Paying Agent in its sole discretion. The Paying
Agent shall initially be the Property Trustee. Any Person acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees, and the Property Trustee. In the event that the
Property Trustee shall no longer be the Paying Agent or a successor Paying Agent
shall resign or its authority to act be revoked, the Administrative Trustees
shall appoint a successor to act as Paying Agent. Such successor Paying Agent or
any additional Paying Agent appointed by the Administrative Trustees shall
execute and deliver to the Issuer Trustees an instrument in which such successor
Paying Agent or additional Paying Agent shall agree with the Issuer Trustees
that as Paying Agent, such successor Paying Agent or additional Paying Agent
will hold all sums, if any, held by it for payment to the Holders in trust for
the benefit of the Holders entitled thereto until such sums shall be paid to
such Holders. The Paying Agent shall return all unclaimed funds to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Property Trustee. The provisions of Sections
8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Paying
Agent, for so long as the Bank shall act as Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Trust Agreement to the Paying Agent shall include any co-paying agent chosen by
the Property Trustee unless the context requires otherwise.

SECTION 5.11. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

At each Time of Delivery, Success Bancshares shall acquire and retain
beneficial and record ownership of the Common Securities except (i) in
connection with a consolidation or merger of Success Bancshares into another
corporation or any conveyance, transfer or lease by Success Bancshares of its
properties and assets substantially as an entirety to any Person, pursuant to
Section 8.1 of the Indenture, or (ii) a transfer to an Affiliate of Success
Bancshares

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in compliance with applicable law (including the Securities Act and applicable
state securities and blue sky laws). To the fullest extent permitted by law, any
attempted transfer of the Common Securities shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to Success
Bancshares to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE
EXCEPT TO A SUCCESSOR IN INTEREST TO SUCCESS BANCSHARES OR AN AFFILIATE OF
SUCCESS BANCSHARES IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE
TRUST AGREEMENT."

SECTION 5.12. NOTICES TO CLEARING AGENCY.

To the extent that a notice or other communication to the Holders is required
under this Trust Agreement, for so long as Preferred Securities are represented
by a Global Preferred Securities Certificate, the Administrative Trustees and
the Issuer Trustees shall give all such notices and communications specified
herein to be given to the Clearing Agency, and shall have no obligations to the
Owners.

SECTION 5.13. RIGHTS OF HOLDERS.

(a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Holders shall not have any right or title therein other than the undivided
beneficial interest in the assets of Success Capital conferred by their Trust
Securities and they shall have no right to call for any partition or division of
property, profits or rights of Success Capital except as described below. The
Trust Securities shall be personal property giving only the rights specifically
set forth therein and in this Trust Agreement. The Trust Securities shall have
no preemptive or similar rights and when issued and delivered to Holders against
payment of the purchase price therefor will be fully paid and nonassessable by
Success Capital. Subject to Section 4.8 hereof, the Holders of the Trust
Securities, in their capacities as such, shall 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.

(b) For so long as any Preferred Securities remain Outstanding, if,
upon a Debenture Event of Default, the Indenture Trustee fails or the holders of
not less than 25% in principal amount of the outstanding Junior Subordinated
Debentures fail to declare the principal of all of the Junior Subordinated
Debentures to be immediately due and payable, the Holders of at least 25% in
Liquidation Amount of the Preferred Securities then Outstanding shall have such
right to make such declaration by a notice in writing to the Property Trustee,
Success Bancshares and the Indenture Trustee.

At any time after such a declaration of acceleration with respect to
the Junior Subordinated Debentures has been made and before a judgment or decree
for payment of the money due has been obtained by the Indenture Trustee as
provided in the Indenture, the Holders of a majority in Liquidation Amount of
the Preferred Securities, by written notice to the Property Trustee, Success
Bancshares and the Indenture Trustee, may rescind and annul such declaration and
its consequences if:

(i) Success Bancshares has paid or deposited with the
Indenture Trustee a sum sufficient to pay

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(A) all overdue installments of interest on all of
the Junior Subordinated Debentures,

(B) any accrued Additional Interest on all of the
Junior Subordinated Debentures,

(C) the principal of (and premium, if any, on) any
Junior Subordinated Debentures which have become due
otherwise than by such declaration of acceleration and
interest and Additional Interest thereon at the rate borne
by the Junior Subordinated Debentures, and

(D) all sums paid or advanced by the Indenture
Trustee under the Indenture and the reasonable compensation,
expenses, disbursements and advances of the Indenture
Trustee and the Property Trustee, their agents and counsel;
and

(ii) all Events of Default with respect to the Junior
Subordinated Debentures, other than the non-payment of the principal of
the Junior Subordinated Debentures which has become due solely by such
acceleration, have been cured or waived as provided in Section 5.13 of
the Indenture.

If the Property Trustee fails to annul any such declaration and waive
such default, the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities shall also have the right to rescind and annul such
declaration and its consequences by written notice to Success Bancshares, the
Property Trustee and the Indenture Trustee, subject to the satisfaction of the
conditions set forth in Clause (i) and (ii) of this Section 5.13.

The Holders of at least a Majority in Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture, except a default in the
payment of principal or interest (unless such default 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 Indenture Trustee) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each outstanding
Junior Subordinated Debentures affected thereby. No such rescission shall affect
any subsequent default or impair any right consequent thereon.

Upon receipt by the Property Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of the
Preferred Securities all or part of which is represented by Global Preferred
Securities, a record date shall be established for determining Holders of
Outstanding Preferred Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Property Trustee receives
such notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; provided, that, unless such
declaration of acceleration, or rescission and annulment, as the case may be,
shall have become effective by virtue of the requisite percentage having joined
in such notice prior to the day which is 90 days after such record date, such
notice of declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled
and of no further effect.

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Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new written notice of
declaration of acceleration, or rescission and annulment thereof, as the case
may be, that is identical to a written notice which has been canceled pursuant
to the proviso to the preceding sentence, in which event a new record date shall
be established pursuant to the provisions of this Section 5.13(b).

(c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(1)
or 5.1(2) of the Indenture, any Holder of Preferred Securities shall have the
right to institute a proceeding directly against Success Bancshares, pursuant to
Section 5.9 of the Indenture, for enforcement of payment to such Holder of the
principal amount of or interest on Junior Subordinated Debentures having an
aggregate principal amount equal to the aggregate Liquidation Amount of the
Preferred Securities of such Holder (a "Direct Action"). Except as set forth in
Sections 5.13(b) and 5.13 (c), the Holders of Preferred Securities shall have no
right to exercise directly any right or remedy available to the holders of, or
in respect of, the Junior Subordinated Debentures.

ARTICLE VI

ACTS OF HOLDERS; MEETINGS; VOTING

SECTION 6.1. LIMITATIONS ON HOLDER'S VOTING RIGHTS.

(a) Except as provided in this Trust Agreement and in the Indenture and
as otherwise required by law, no Holder of Preferred Securities shall have any
right to vote or in any manner otherwise control the administration, operation
and management of Success Capital or the obligations of the parties hereto, nor
shall anything herein set forth or contained in the terms of the Trust
Securities Certificates be construed so as to constitute the Holders from time
to time as members of an association.

(b) So long as any Junior Subordinated Debentures are held by the
Property Trustee on behalf of Success Capital, the Property Trustee shall not
(i) direct the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee, or executing any trust or power
conferred on the Property Trustee with respect to such Junior Subordinated
Debentures, (ii) waive any past default that may be waived under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Junior Subordinated Debentures shall be due and payable
or (iv) consent to any amendment, modification or termination of the Indenture
or the Junior Subordinated Debentures, where such consent shall be required,
without, in each case, obtaining the prior approval of the Holders of at least a
Majority in Liquidation Amount of the Preferred Securities; provided, however,
that where a consent under the Indenture would require the consent of each
Holder of Junior Subordinated Debentures affected thereby, no such consent shall
be given by the Property Trustee without the prior written consent of each
Holder of Preferred Securities. The Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of Preferred
Securities, except by a subsequent vote of the Holders of Preferred Securities.
The Property Trustee shall notify all Holders of the Preferred Securities of any
notice of default received 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

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foregoing actions, the Issuer Trustees shall, at the expense of Success
Bancshares, obtain an Opinion of Counsel experienced in such matters to the
effect that such action will not cause Success Capital to be taxable as a
corporation for United States federal income tax purposes.

(c) If any proposed amendment to the Trust Agreement provides for, or
Success Capital otherwise proposes to effect, (i) any action that would
adversely affect in any material respect the interests, powers, preferences or
special rights of the Preferred Securities, whether by way of amendment to the
Trust Agreement or otherwise, or (ii) the dissolution of Success Capital, other
than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Trust Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in Liquidation
Amount of the Preferred Securities. Notwithstanding any other provision of this
Trust Agreement, no amendment to this Trust Agreement may be made if, as a
result of such amendment, it would cause Success Capital to be taxable as a
corporation for United States federal income tax purposes.

SECTION 6.2. NOTICE OF MEETINGS.

Notice of all meetings of the Holders, stating the time, place and
purpose of the meeting, shall be given by the Property Trustee pursuant to
Section 10.8 to each Holder of record, at his registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice.

SECTION 6.3. MEETINGS OF HOLDERS.

No annual meeting of Holders is required to be held. The Property
Trustee, however, shall call a meeting of Holders to vote on any matter upon the
written request of the Holders of record of 25% of the aggregate Liquidation
Amount of the Preferred Securities and the Administrative Trustees or the
Property Trustee may, at any time in their discretion, call a meeting of Holders
of Preferred Securities to vote on any matters as to which Holders are entitled
to vote.

Holders of at least a Majority in Liquidation Amount of the Preferred
Securities, present in person or represented by proxy, shall constitute a quorum
at any meeting of Holders of the Preferred Securities.

If a quorum is present at a meeting, an affirmative vote by the Holders
of record present, in person or by proxy, holding Preferred Securities
representing at least a Majority in Liquidation Amount of the Preferred
Securities held by the Holders present, either in person or by proxy, at such
meeting shall constitute the action of the Holders of Preferred Securities,
unless this Trust Agreement requires a greater number of affirmative votes.

SECTION 6.4. VOTING RIGHTS.

Holders shall be entitled to one vote for each $10 of Liquidation
Amount represented by their Outstanding Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

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SECTION 6.5. PROXIES, ETC.

At any meeting of Holders, any Holder entitled to vote thereat may vote
by proxy, provided that no proxy shall be voted at any meeting unless it shall
have been placed on file with the Property Trustee, or with such other officer
or agent of Success Capital as the Property Trustee may direct, for verification
prior to the time at which such vote shall be taken. Pursuant to a resolution of
the Property Trustee, proxies may be solicited in the name of the Property
Trustee or one or more officers of the Property Trustee. Only Holders of record
shall be entitled to vote. When Trust Securities are held jointly by several
persons, any one of them may vote at any meeting in person or by proxy in
respect of such Trust Securities, but if more than one of them shall be present
at such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Trust Securities. A proxy purporting to be executed by or on
behalf of a Holder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

SECTION 6.6. HOLDER ACTION BY WRITTEN CONSENT.

Any action which may be taken by Holders at a meeting may be taken
without a meeting if Holders holding at least a Majority in Liquidation Amount
of all Trust Securities entitled to vote in respect of such action (or such
larger proportion thereof as shall be required by any other provision of this
Trust Agreement) shall consent to the action in writing.

SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES.

For the purposes of determining the Holders who are entitled to notice
of and to vote at any meeting or by written consent, or to participate in any
distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Trust Agreement, or for the purpose of any other
action, the Administrative Trustees or Property Trustee may from time to time
fix a date, not more than 90 days prior to the date of any meeting of Holders or
the payment of a Distribution or other action, as the case may be, as a record
date for the determination of the identity of the Holders of record for such
purposes.

SECTION 6.8. ACTS OF HOLDERS.

Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Trust Agreement to be given, made
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as otherwise expressly provided herein,
such action shall become effective when such instrument or instruments are
delivered to the Property Trustee. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Trust Agreement and (subject to Section
8.1) conclusive in favor of the Issuer Trustees, if made in the manner provided
in this Section.

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The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Issuer Trustee or Administrative Trustee receiving the
same deems sufficient.

The ownership of Trust Securities shall be proved by the Securities
Register.

Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Trust Security shall bind every future Holder
of the same Trust Security and the Holder of every Trust Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Issuer
Trustees, the Administrative Trustees or Success Capital in reliance thereon,
whether or not notation of such action is made upon such Trust Security.

Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

If any dispute shall arise among the Holders, the Administrative
Trustees or the Issuer Trustees with respect to the authenticity, validity or
binding nature of any request, demand, authorization, direction, consent, waiver
or other Act of such Holder or Issuer Trustee under this Article VI, then the
determination of such matter by the Property Trustee shall be conclusive with
respect to such matter.

A Holder may institute a legal proceeding directly against Success
Bancshares under the Guarantee Agreement to enforce its rights under the
Guarantee Agreement without first instituting a legal proceeding against the
Guarantee Trustee (as defined in the Guarantee Agreement), Success Capital, any
Issuer Trustee, any Administrative Trustee or any person or entity.

SECTION 6.9. INSPECTION OF RECORDS.

Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of Success Capital shall be open to inspection by Holders
during normal business hours for any purpose reasonably related to such Holder's
interest as a Holder.

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ARTICLE VII

REPRESENTATIONS AND WARRANTIES

SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND THE
DELAWARE TRUSTEE.

The Property Trustee and the Delaware Trustee, each severally on behalf
of and as to itself, hereby represents and warrants for the benefit of Success
Bancshares and the Holders that:

(a) The Property Trustee is a banking corporation with trust powers,
duly organized, validly existing and in good standing under the laws of New
York, with trust power and authority to execute and deliver, and to carry out
and perform its obligations under the terms of this Trust Agreement.

(b) The execution, delivery and performance by the Property Trustee of
this Trust Agreement has been duly authorized by all necessary corporate action
on the part of the Property Trustee; and this Trust Agreement has been duly
executed and delivered by the Property Trustee, and constitutes a legal, valid
and binding obligation of the Property Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

(c) The execution, delivery and performance of this Trust Agreement by
the Property Trustee does not conflict with or constitute a breach of the
certificate of incorporation or by-laws of the Property Trustee.

(d) At the Time of Delivery, the Property Trustee has not knowingly
created any liens or encumbrances on the Trust Securities.

(e) No consent, approval or authorization of, or registration with or
notice to, any New York State or federal banking authority is required for the
execution, delivery or performance by the Property Trustee, of this Trust
Agreement.

(f) The Delaware Trustee is duly organized, validly existing and in
good standing under the laws of the State of Delaware, with trust power and
authority to execute and deliver, and to carry out and perform its obligations
under the terms of, the Trust Agreement.

(g) The execution, delivery and performance by the Delaware Trustee of
this Trust Agreement has been duly authorized by all necessary corporate action
on the part of the Delaware Trustee; and this Trust Agreement has been duly
executed and delivered by the Delaware Trustee, and constitutes a legal, valid
and binding obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' right
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

(h) The execution, delivery and performance of this Trust Agreement by
the Delaware Trustee does not conflict with or constitute a breach of the
certificate of incorporation or by-laws of the Delaware Trustee.

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(i) No consent, approval or authorization of, or registration with or
notice to any state or Federal banking authority is required for the execution,
delivery or performance by the Delaware Trustee, of this Trust Agreement.

(j) The Delaware Trustee is an entity which has its principal place of
business in the State of Delaware.

SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

Success Bancshares hereby represents and warrants for the benefit of
the Holders that:

(a) the Trust Securities Certificates issued at the Time of Delivery on
behalf of Success Capital have been duly authorized and will have been duly and
validly executed, and, subject to payment therefor, issued and delivered by the
Issuer Trustees pursuant to the terms and provisions of, and in accordance with
the requirements of, this Trust Agreement, and the Holders will be, as of each
such date, entitled to the benefits of this Trust Agreement; and

(b) there are no taxes, fees or other governmental charges payable by
Success Capital (or the Issuer Trustees on behalf of Success Capital) under the
laws of the State of Delaware or any political subdivision thereof in connection
with the execution, delivery and performance by either the Property Trustee or
the Delaware Trustee, as the case may be, of this Trust Agreement.

ARTICLE VIII

ISSUER TRUSTEES: THE ADMINISTRATIVE TRUSTEES

SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) The duties and responsibilities of the Issuer Trustees and the
Administrative Trustees shall be as provided by this Trust Agreement and, in the
case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Trust Agreement shall require the Issuer
Trustees or the Administrative Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it or them. Whether or not therein expressly so provided, every provision of
this Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Issuer Trustees or the Administrative Trustees shall
be subject to the provisions of this Section. Nothing in this Trust Agreement
shall be construed to release an Administrative Trustee or the Issuer Trustees
from liability for his or its own negligent action, his or its own negligent
failure to act, or his or its own willful misconduct. To the extent that, at law
or in equity, an Issuer Trustee or Administrative Trustee has duties and
liabilities relating to Success Capital or to the Holders, such Issuer Trustee
or Administrative Trustee shall not be liable to Success Capital or to any
Holder for such Issuer Trustee's or Administrative Trustee's good faith reliance
on the provisions of this Trust Agreement. The provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities of the
Issuer Trustees and Administrative Trustees otherwise existing at law or in
equity, are agreed by Success

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Bancshares and the Holders to replace his or such other duties and liabilities
of the Issuer Trustees and Administrative Trustees.

(b) All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each Holder,
by his or its acceptance of a Trust Security, agrees that he or it will look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for distribution to it or him as herein provided and that neither the
Issuer Trustees nor the Administrative Trustees are personally liable to it or
him for any amount distributable in respect of any Trust Security or for any
other liability in respect of any Trust Security. This Section 8.1(b) does not
limit the liability of the Issuer Trustees expressly set forth elsewhere in this
Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture
Act.

(c) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Trust Agreement (including pursuant to Section 10.10), and no implied covenants
shall be read into this Trust Agreement against the Property Trustee. If an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 5.13 of the Indenture), the Property Trustee shall enforce this Trust
Agreement for the benefit of the Holders and shall exercise such of the rights
and powers vested in it by this Trust Agreement, 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 Trust Agreement shall be construed to relieve
the Property 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 Property Trustee
shall be determined solely by the express provisions of this
Trust Agreement (including pursuant to Section 10.10), and the
Property Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Trust Agreement (including pursuant to
Section 10.10); and

(B) in the absence of bad faith on the part of the
Property Trustee, the Property 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 Property Trustee and conforming to the
requirements of this Trust Agreement; but in the case of any
such certificates or opinions that by any provision hereof or
of the Trust Indenture Act are specifically required to be
furnished to the Property Trustee, the Property Trustee shall
be under a duty to examine the same to determine whether or
not they conform to the requirements of this Trust Agreement;

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(ii) the Property Trustee shall not be liable for any error of

judgment made in good faith by an authorized officer of the Property
Trustee, unless it shall be proved that the Property Trustee was
negligent in ascertaining the pertinent facts;

(iii) the Property 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 at least 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 Property Trustee, or exercising any trust or power conferred
upon the Property Trustee under this Trust Agreement;

(iv) the Property Trustee's sole duty with respect to the
custody, safe keeping and physical preservation of the Junior
Subordinated Debentures and the Payment Account shall be to deal with
such Property in a similar manner as the Property Trustee deals with
similar property for its own account, subject to the protections and
limitations on liability afforded to the Property Trustee under this
Trust Agreement and the Trust Indenture Act;

(v) the Property Trustee shall not be liable for any interest
on any money received by it except as it may otherwise agree with
Success Bancshares; and money held by the Property Trustee need not be
segregated from other funds held by it except in relation to the
Payment Account maintained by the Property Trustee pursuant to Section
3.1 and except to the extent otherwise required by law;

(vi) the Property Trustee shall not be responsible for
monitoring the compliance by the Administrative Trustees or Success
Bancshares with their respective duties under this Trust Agreement, nor
shall the Property Trustee be liable for the default or misconduct of
any other Issuer Trustee, the Administrative Trustees or Success
Bancshares; and

(vii) no provision of this Trust Agreement shall require the
Property 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 Property Trustee
shall have reasonable grounds for believing that the repayment of such
funds or liability is not reasonably assured to it under the terms of
this Trust Agreement or adequate indemnity against such risk or
liability is not reasonably assured to it.

(e) The Administrative Trustees shall not be responsible for monitoring
the compliance by the Issuer Trustees or Success Bancshares with their
respective duties under this Trust Agreement, nor shall any Administrative
Trustee be liable for the default or misconduct of any other Administrative
Trustee, the Issuer Trustees or Success Bancshares.

SECTION 8.2. CERTAIN NOTICES.

Within five Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.8, notice of such Event of Default to the Holders and the Administrative
Trustees, unless such Event of Default shall have been cured or waived.

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Within five Business Days after the receipt of notice of Success
Bancshares's exercise of its right to defer the payment of interest on the
Junior Subordinated Debentures pursuant to the Indenture, the Property Trustee
shall transmit, in the manner and to the extent provided in Section 10.8, notice
of such exercise to the Holders and the Administrative Trustees, unless such
exercise shall have been revoked.

SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

Subject to the provisions of Section 8.1:

(a) the Property Trustee may rely and shall be fully protected in
acting or refraining from acting in good faith upon any resolution, Opinion of
Counsel, certificate, written representation of a Holder or transferee,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

(b) any direction or act of Success Bancshares contemplated by this
Trust Agreement shall be sufficiently evidenced by an Officers' Certificate;

(c) the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
re-recording, refiling or registration thereof;

(d) the Property Trustee may consult with counsel of its own choosing
(which counsel may be counsel to Success Bancshares or any of its Affiliates,
and may include any of its employees) and the advice of such counsel 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 reliance thereon and in
accordance with such advice; the Property Trustee shall have the right at any
time to seek instructions concerning the administration of this Trust Agreement
from any court of competent jurisdiction;

(e) the Property Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction; provided that,
nothing contained in this Section 8.3(e) shall be taken to relieve the Property
Trustee, upon the occurrence of an Event of Default, of its obligation to
exercise the rights and powers vested in it by this Trust Agreement;

(f) the Property 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, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Holders, but the

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Property Trustee may make such further inquiry or investigation into such facts
or matters as it may see fit;

(g) the Property Trustee may execute any of the trusts or powers
hereunder or perform any of its duties hereunder either directly or by or
through its agents or attorneys, provided that the Property 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;

(h) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders (which instructions may
only be given by the Holders of the same proportion in Liquidation Amount of the
Trust Securities as would be entitled to direct the Property Trustee under the
terms of the Trust Securities in respect of such remedy, right or action), (ii)
may refrain from enforcing such remedy or right or taking such other action
until such instructions are received, and (iii) shall be fully protected in
acting in accordance with such instructions; and

(i) except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement.

No provision of this Trust Agreement shall be deemed to impose any duty
or obligation on any Issuer Trustee or Administrative 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 Property
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 any Issuer Trustee or
Administrative Trustee shall be construed to be a duty.

SECTION 8.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of Success Capital, and the Issuer Trustees and
the Administrative Trustees do not assume any responsibility for their
correctness. The Issuer Trustees and the Administrative Trustees shall not be
accountable for the use or application by Success Bancshares of the proceeds of
the Junior Subordinated Debentures.

SECTION 8.5. MAY HOLD SECURITIES.

Except as provided in the definition of the term "Outstanding" in
Article I, the Administrative Trustees, any Issuer Trustee or any other agent of
any Issuer Trustee or Success Capital, in its individual or any other capacity,
may become the owner or pledgee of Trust Securities and, subject to Sections 8.8
and 8.13, may otherwise deal with Success Capital with the same rights it would
have if it were not an Administrative Trustee, Issuer Trustee or such other
agent.

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SECTION 8.6. COMPENSATION; INDEMNITY; FEES.

Success Bancshares agrees:

(a) to pay to the Issuer Trustees from time to time reasonable
compensation for all services rendered by them hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

(b) to reimburse the Issuer Trustees and the Administrative Trustees
upon request for all reasonable expenses, disbursements and advances incurred or
made by the Issuer Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation, expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as may
be attributable to their negligence or willful misconduct; and

(c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Issuer Trustee, (ii) each Administrative Trustee, (iii)
any Affiliate of any Issuer Trustee, (iv) any officer, director, shareholder,
employee, representative or agent of any Issuer Trustee, and (v) any employee or
agent of Success Capital, (referred to herein as an "Indemnified Person") from
and against any loss, damage, liability, tax, penalty, expense or claim of any
kind or nature whatsoever incurred by such Indemnified Person arising out of or
in connection with the creation, operation or dissolution of Success Capital or
any act or omission performed or omitted by such Indemnified Person in good
faith on behalf of Success Capital and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Trust Agreement, except that no Indemnified Person
shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Indemnified Person by reason of negligence or willful
misconduct with respect to such acts or omissions.

The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement.

No Issuer Trustee may claim any lien or charge on any Trust Property as
a result of any amount due pursuant to this Section 8.6.

Success Bancshares, any Administrative Trustee and any Issuer Trustee
may engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of Success Capital, and Success Capital and the Holders of Trust Securities
shall have no rights by virtue of this Trust Agreement in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of Success Capital,
shall not be deemed wrongful or improper. Neither Success Bancshares, any
Administrative Trustee, nor any Issuer Trustee shall be obligated to present any
particular investment or other opportunity to Success Capital even if such
opportunity is of a character that, if presented to Success Capital, could be
taken by Success Capital, and Success Bancshares, any Administrative Trustee or
any Issuer Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Issuer Trustee may engage or be
interested in any financial or other transaction with Success Bancshares or any
Affiliate of Success Bancshares, or may act as depository for, trustee or agent
for, or act on any committee or body of holders of, securities or other
obligations of Success Bancshares or its Affiliates.

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SECTION 8.7 CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

(a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
a national or state chartered bank and eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Property Trustee with respect to the Trust Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article. At the time of appointment, the Property Trustee must have securities
rated in one of the three highest rating categories by a nationally recognized
statistical rating organization.

(b) There shall at all times be one or more Administrative Trustees
hereunder. Each Administrative Trustee shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
persons authorized to bind that entity. An employee, officer or Affiliate of
Success Bancshares may serve as an Administrative Trustee.

(c) There shall at all times be a Delaware Trustee. The Delaware
Trustee shall either be (i) a natural person who is at least 21 years of age and
a resident of the State of Delaware or (ii) a legal entity with its principal
place of business in the State of Delaware and that otherwise meets the
requirements of applicable Delaware law that shall act through one or more
persons authorized to bind such entity.

SECTION 8.8. CONFLICTING INTERESTS.

(a) If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement.

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

SECTION 8.9. CO-TRUSTEES AND SEPARATE TRUSTEE.

Unless an Event of Default shall have occurred and be 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 may at the time be located, the Property Trustee shall have power to
appoint, and upon the written request of the Property Trustee, Success
Bancshares and the Administrative Trustees shall for such purpose join with the
Property Trustee in the execution, delivery, and performance of all instruments
and agreements necessary or proper to appoint, one or more Persons approved by
the Property Trustee either to act as co-trustee, jointly with the Property
Trustee, of all or any part of such Trust Property, or to the extent required by
law to act as separate trustee of any such 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 the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section.
Any co-trustee or

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separate trustee appointed pursuant to this Section shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the United
States that shall act through one or more persons authorized to bind such
entity.

Should any written instrument from Success Bancshares be required by
any co-trustee or separate trustee so appointed for more fully confirming to
such co-trustee or separate trustee such property, title, right, or power, any
and all such instruments shall, on request, be executed, acknowledged and
delivered by Success Bancshares.

Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

(a) The Trust Securities shall be executed by one or more
Administrative Trustees, and the Trust Securities shall be countersigned,
registered and delivered and all rights, powers, duties, and obligations
hereunder in respect of the custody of securities, cash and other personal
property held by, or required to be deposited or pledged with, the Property
Trustees specified hereunder, shall be exercised, solely by the Property Trustee
and not by such co-trustee or separate trustee.

(b) The rights, powers, duties, and obligations hereby conferred or
imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by the
Property Trustee and such co-trustee or separate trustee jointly, as shall be
provided in the instrument appointing such co-trustee or separate trustee,
except to the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Property Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee.

(c) The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of Success Bancshares, may accept
the resignation of or remove any co-trustee or separate trustee appointed under
this Section, and, in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee shall have power to accept the resignation of,
or remove, any such co-trustee or separate trustee without the concurrence of
Success Bancshares. Upon the written request of the Property Trustee, Success
Bancshares shall join with the Property Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to effectuate
such resignation or removal. A successor to any co-trustee or separate trustee
so resigned or removed may be appointed in the manner provided in this Section.

(d) No co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of the Property Trustee or any other
trustee hereunder.

(e) The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee.

(f) Any Act of Holders delivered to the Property Trustee shall be
deemed to have been delivered to each such co-trustee and separate trustee.

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SECTION 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

No resignation or removal of any Issuer Trustee (the "Relevant
Trustee") and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 8.11.

Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. The Holders
of the Common Securities shall appoint a successor by requesting from at least
three Persons meeting the eligibility requirements its expenses and charges to
serve as the successor Trustee on a form provided by the Administrative
Trustees, and selecting the Person who agrees to the lowest expenses and
charges. If the instrument of acceptance by the successor Trustee required by
Section 8.11 shall not have been delivered to the Relevant Trustee within 60
days after the giving of such notice of resignation, the Relevant Trustee may
petition, at the expense of Success Capital, any court of competent jurisdiction
for the appointment of a successor Trustee.

Unless a Debenture Event of Default shall have occurred and be
continuing, any of the Issuer Trustees 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 Issuer Trustees may be removed at such time by the Holders of a
Majority in Liquidation Amount of the Preferred Securities.

If a Relevant Trustee shall be removed or become incapable of acting as
Issuer Trustee, or if any vacancy shall occur in the office of any Issuer
Trustee for any cause, the Holders of the Common Securities shall promptly
appoint a successor Trustee or Trustees, and such successor Issuer Trustee shall
comply with the applicable requirements of Section 8.11. If no successor Trustee
shall have been so appointed by the Holders of the Common Securities and
accepted appointment in the manner required by Section 8.11, any Holder, on
behalf of himself and all others similarly situated, or any other Issuer
Trustee, may petition any court in the State of Delaware for the appointment of
a successor Trustee.

The Property Trustee shall give notice of each resignation and each
removal of a Relevant Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 10.8 and shall give notice to Success
Bancshares and to the Administrative Trustees. Each notice shall include the
name of the Relevant Trustee and the address of its Corporate Trust Office if it
is the Property Trustee.

Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Holders of the Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by the Property Trustee following the procedures regarding expenses
and charges set forth above (with the successor in each case being a Person who
satisfies the eligibility requirement for Administrative Trustees or Delaware
Trustee, as the case may be, set forth in Section 8.7).

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SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

In case of the appointment hereunder of a successor Trustee, the
retiring Relevant Trustee and each such successor Trustee with respect to the
Trust Securities shall execute, acknowledge and deliver an instrument wherein
each successor Trustee shall accept such appointment and which shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Trust Securities and Success
Capital, and upon the execution and delivery of such instrument the resignation
or removal of the retiring Relevant Trustee shall become effective to the extent
provided therein and each such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the Relevant Trustee; but, on request of Success Capital or any
successor Trustee such Relevant Trustee shall duly assign, transfer and deliver
to such successor Trustee all Trust Property, all proceeds thereof and money
held by such Relevant Trustee hereunder with respect to the Trust Securities and
the Trust.

Upon request of any such successor Trustee, Success Capital shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in the first or second preceding paragraph, as the case may be.

No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any Person into which the Property Trustee or the Delaware Trustee 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 Relevant
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided that such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

SECTION 8.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR SUCCESS
CAPITAL.

If and when the Property Trustee shall be or become a creditor of
Success Bancshares (or any other obligor upon the Trust Securities), the
Property Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against Success Bancshares (or any such other
obligor) as is required by the Trust Indenture Act.

SECTION 8.14. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to Success Capital or any other obligor upon the Trust
Securities or the property of Success Capital or of such other obligor, the
Property Trustee (irrespective of whether any Distributions on the Trust
Securities shall then be due and payable and irrespective of whether the
Property Trustee shall have made any demand on Success Capital for the payment
of any past due Distributions) shall

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be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Property Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Property Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or compensation affecting
the Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 8.15. REPORTS BY PROPERTY TRUSTEE.

(a) Within 60 days of January 31 of each year commencing with January
31, 1999, the Property Trustee shall transmit to all Holders in accordance with
Section 10.8, and to Success Bancshares, a brief report dated as of the
immediately preceding December 31 with respect to:

(i) its eligibility under Section 8.7 or, in lieu thereof, if
to the best of its knowledge it has continued to be eligible under said
Section, a written statement to such effect; and

(ii) any change in the property and funds in its possession as
Property Trustee since the date of its last report and any action taken
by the Property Trustee in the performance of its duties hereunder
which it has not previously reported and which in its opinion
materially affects the Trust Securities.

(b) In addition the Property Trustee shall transmit to Holders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto as set forth in Section 10.10 of
this Trust Agreement.

(c) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Property Trustee with Success Bancshares.

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SECTION 8.16. REPORTS TO THE PROPERTY TRUSTEE.

Success Bancshares and the Administrative Trustees on behalf of Success
Capital shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act and the
compliance certificate required by Section 314(a) of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act, as set forth in Section 10.10 of this Trust Agreement. Success
Bancshares and the Administrative Trustees shall annually file with the Property
Trustee a certificate specifying whether such Person is in compliance with all
the terms and covenants applicable to such Person hereunder.

SECTION 8.17. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

Each of Success Bancshares and the Administrative Trustees on behalf of
Success Capital shall provide to the Property Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Trust
Agreement that relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act as set forth in Section 10.10 of this Trust Agreement. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers'
Certificate.

SECTION 8.18. NUMBER OF ISSUER TRUSTEES.

(a) The number of Issuer Trustees shall be two. The Property Trustee
and the Delaware Trustee may be the same Person.

(b) If an Issuer Trustee ceases to hold office for any reason, a
vacancy shall occur. The vacancy shall be filled with an Issuer Trustee
appointed in accordance with Section 8.10.

(c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of an Issuer Trustee shall not
operate to annul Success Capital.

SECTION 8.19. DELEGATION OF POWER.

(a) Any Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents contemplated in Section
2.7(a) or making any governmental filing; and

(b) The Administrative Trustees shall have power to delegate from time
to time to such of their number the doing of such things and the execution of
such instruments either in the name of Success Capital or the names of the
Administrative Trustees or otherwise as the Administrative Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of this Trust Agreement.

SECTION 8.20. APPOINTMENT OF ADMINISTRATIVE TRUSTEES.

(a) The Administrative Trustees (other than the initial Administrative
Trustees) shall be appointed by the Holders of a Majority in Liquidation Amount
of the Common Securities and all Administrative Trustees (including the initial
Administrative Trustees) may be removed by the

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Holders of a Majority in Liquidation Amount of the Common Securities or may
resign at any time. Each Administrative Trustee shall sign this Trust Agreement.
If at any time there is no Administrative Trustee, the Property Trustee or any
Holder who has been a Holder of Trust Securities for at least six months may
petition any court of competent jurisdiction for the appointment of one or more
Administrative Trustees.

(b) Whenever a vacancy in the number of Administrative Trustees shall
occur, until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with this Section 8.20, the Administrative Trustees in
office, regardless of their number (and notwithstanding any other provision of
this Trust Agreement), shall have all the powers granted to the Administrative
Trustees and shall discharge all the duties imposed upon the Administrative
Trustees by this Trust Agreement.

(c) Notwithstanding the foregoing, or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Holders of a Majority in
Liquidation Amount of the Common Securities, incompetent, or incapacitated, the
vacancy created by such death, incompetence or incapacity may be filled by the
remaining Administrative Trustees, if there were at least two of them prior to
such vacancy, and by Success Bancshares, if there were not two such
Administrative Trustees immediately prior to such vacancy (with the successor in
each case being a Person who satisfies the eligibility requirement for
Administrative Trustees or Delaware Trustee, as the case may be, set forth in
Section 8.7).

(d) Except as otherwise provided in this Trust Agreement, or by
applicable law, any one Administrative Trustee may execute any document or
otherwise take any action which the Administrative Trustees are authorized to
take under this Trust Agreement.

(e) In no event 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 Success Bancshares as the Holder of the
Common Securities.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND MERGER

SECTION 9.1. DISSOLUTION UPON EXPIRATION DATE.

Unless earlier dissolved, Success Capital shall automatically dissolve
on ____________, 2029 (the "Expiration Date").

SECTION 9.2. EARLY TERMINATION.

The first to occur of any of the following events is an "Early
Termination Event":

(a) the occurrence of the appointment of a receiver or other similar
official in any liquidation, insolvency or similar proceeding with respect to
Success Bancshares or all or substantially all of its property, or a court or
other governmental agency shall enter a decree or order and such decree or order
shall remain unstayed and undischarged for a period of 60

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days, unless Success Bancshares shall transfer the Common Securities as provided
by Section 5.11, in which case this provision shall refer instead to any such
successor Holder of the Common Securities;

(b) the written direction to the Property Trustee from the Holder of
the Common Securities at any time to dissolve Success Capital and to distribute
the Junior Subordinated Debentures to Holders in exchange for the Preferred
Securities (which direction, subject to Section 9.4(a), is optional and wholly
within the discretion of the Holders of the Common Securities);

(c) the redemption of all of the Preferred Securities in connection
with the redemption of all the Junior Subordinated Debentures; and

(d) the entry of an order for dissolution of Success Capital by a court
of competent jurisdiction.

SECTION 9.3. DISSOLUTION.

The respective obligations and responsibilities of the Issuer Trustees,
the Administrative Trustees and Success Capital created and continued hereby
shall terminate upon the latest to occur of the following: (a) the distribution
by the Property Trustee to Holders of all amounts required to be distributed
hereunder upon the liquidation of Success Capital pursuant to Section 9.4, or
upon the redemption of all of the Trust Securities pursuant to Section 4.2, (b)
the payment of any expenses owed by Success Capital, (c) the discharge of all
administrative duties of the Administrative Trustees, including the performance
of any tax reporting obligations with respect to Success Capital or the Holders
and (d) the filing by the Issuer Trustees of a certificate of cancellation with
the Delaware Secretary of State.

SECTION 9.4. LIQUIDATION.

(a) If an Early Termination Event specified in clause (a), (b) or (d)
of Section 9.2 occurs or upon the Expiration Date, Success Capital shall be
liquidated by the Property Trustee as expeditiously as the Property Trustee
determines to be possible by distributing, after paying or making reasonable
provision to pay all claims and obligations of Success Capital in accordance
with Delaware law, to each Holder a Like Amount of Junior Subordinated
Debentures, subject to Section 9.4(d). If a Like Amount of Junior Subordinated
Debentures are distributed to the Holders, Success Bancshares will use its best
efforts to list the Junior Subordinated Debentures on the Nasdaq National Market
or such other stock exchange or automated quotation system, if any, on which the
Preferred Securities are then listed or quoted. The Property Trustee, the
Delaware Trustee, the Guarantee Trustee and the Indenture Trustee shall have no
obligation to list the Junior Subordinated Debentures on any stock exchange or
automated quotation system. Notice of liquidation shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not later than 15 nor more
than 45 days prior to the Liquidation Date to each Holder of Trust Securities at
such Holder's address appearing in the Securities Register. All notices of
liquidation shall:

(i) state the Liquidation Date;

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(ii) state that, from and after the Liquidation Date, the
Trust Securities will no longer be deemed to be Outstanding and any Trust
Securities Certificates not surrendered for exchange will be deemed to represent
a Like Amount of Junior Subordinated Debentures; and

(iii) provide such information with respect to the mechanics
by which Holders may exchange Trust Securities Certificates for Junior
Subordinated Debentures, or if Section 9.4(d) applies receive a Liquidation
Distribution, as the Administrative Trustees or the Property Trustee shall deem
appropriate.

(b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect
the liquidation of Success Capital and distribution of the Junior Subordinated
Debentures to Holders, the Property Trustee shall establish a record date for
such distribution (which shall be not more than 30 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Junior Subordinated Debentures in
exchange for the Outstanding Trust Securities Certificates.

(c) Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) the Clearing Agency for the Preferred Securities or its
nominee, as the registered holder of the Global Preferred Securities
Certificate, shall 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 the Clearing Agency or
its nominee, and, (iii) any Trust Securities Certificates not held by the
Clearing Agency for the Preferred Securities or its nominee as specified in
clause (ii) above will be deemed to represent Junior Subordinated Debentures
having a principal amount equal to the stated Liquidation Amount of the Trust
Securities represented thereby and bearing accrued and unpaid interest in an
amount equal to the accumulated and unpaid Distributions on such Trust
Securities until such certificates are presented to the Securities Registrar for
transfer or reissuance.

(d) If, notwithstanding the other provisions of this Section 9.4,
whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is
not practical, or if any Early Termination Event specified in clause (c) of
Section 9 occurs, the Trust Property shall be liquidated, and Success Capital
shall be dissolved by the Property Trustee in such manner as the Property
Trustee determines. In such event, on the date of the dissolution of Success
Capital, Holders will be entitled to receive out of the assets of Success
Capital available for distribution to Holders, after paying or making reasonable
provision to pay all claims and obligations of Success Capital in accordance
with Delaware law, an amount equal to the aggregate of Liquidation Amount per
Trust Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If, upon any such
dissolution, the Liquidation Distribution can be paid only in part because
Success Capital has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence, the
amounts payable by Success Capital on the Trust Securities shall be paid on a
pro rata basis (based upon Liquidation Amounts). The Holders of the Common
Securities will be entitled to receive Liquidation Distributions upon any such
dissolution pro rata (determined as aforesaid) with Holders of Preferred
Securities, except that,

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if a Debenture Event of Default has occurred and is continuing, the Preferred
Securities shall have a priority over the Common Securities as provided in
Section 4.3.

SECTION 9.5. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF SUCCESS
CAPITAL.

Success 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 entity, except pursuant to this Section
9.5. At the request of the Holders of the Common Securities, Success Capital may
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, however, that (i)
such successor entity either (a) expressly assumes all of the obligations of
Success 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 have the same priority as the Preferred Securities with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) a
trustee of such successor entity possessing the same powers and duties as the
Property Trustee is appointed to hold 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, if any, (iv)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not cause the Preferred Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization if the Preferred Securities were rated by any nationally recognized
statistical rating organization immediately prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, (v) 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, (vi) such successor entity has a purpose substantially identical to
that of Success Capital, (vii) Success Bancshares has received an Opinion of
Counsel from independent counsel experienced in such matters 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 Success Capital nor such
successor entity will be required to register as an "investment company" under
the Investment Company Act, and (viii) Success Bancshares or any permitted
transferee to whom it has transferred the Common Securities hereunder own 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 Agreement. Notwithstanding the foregoing, Success
Capital shall 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 entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or

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lease would cause Success Capital or the successor entity to be taxable as a
corporation for United States federal income tax purposes.

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.1. LIMITATION OF RIGHTS OF HOLDERS.

Except as set forth in Section 9.2, the death or incapacity of any
person having an interest, beneficial or otherwise, in Trust Securities shall
not operate to dissolve this Trust Agreement, nor entitle the legal
representatives or heirs of such person or any Holder for such person, to claim
an accounting, take any action or bring any proceeding in any court for a
partition or winding-up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them. Any merger or similar agreement shall be executed by the Administrative
Trustees on behalf of Success Capital.

SECTION 10.2. AMENDMENT.

(a) This Trust Agreement may be amended from time to time by Success
Bancshares, the Property Trustee and the Administrative Trustees without the
consent of the Holders of the Preferred Securities (i) to cure any ambiguity,
correct or supplement any provision herein which may be inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Trust Agreement, provided, however, that such
amendment shall not adversely affect in any material respect the interests of
any Holder or (ii) to modify, eliminate or add to any provisions of this Trust
Agreement to such extent as shall be necessary to ensure that Success Capital
will not be taxable as a corporation for United States federal income tax
purposes at any time that any Trust Securities are Outstanding or to ensure that
Success Capital will not be required to register as an investment company under
the Investment Company Act.

(b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Issuer Trustees and Success Bancshares
with (i) the consent of Holders of at least a Majority in Liquidation Amount of
the Preferred Securities and (ii) receipt by the Issuer Trustees of an Opinion
of Counsel to the effect that such amendment or the exercise of any power
granted to the Issuer Trustees in accordance with such amendment will not cause
Success Capital to be taxable as a corporation for United States federal income
tax purposes or affect Success Capital's exemption from status of an "investment
company" under the Investment Company Act.

(c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Holder (such consent being
obtained in accordance with Section 6.3 or 6.6 hereof), this Trust Agreement may
not be amended to (i) change the amount or timing of any Distribution or other
payment on the Trust Securities or otherwise adversely affect the amount of any
Distribution or other payment required to be made in respect of the Trust
Securities as of a specified date or (ii) restrict the right of a Holder to
institute suit for the enforcement of any such payment on or after such date.

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(d) Notwithstanding any other provisions of this Trust Agreement, no
Issuer Trustee shall enter into or consent to any amendment to this Trust
Agreement which would cause Success Capital to fail or cease to qualify for the
exemption from status as an "investment company" under the Investment Company
Act or be taxable as a corporation for United States federal income tax
purposes.

(e) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of Success Bancshares and the Administrative Trustees, this
Trust Agreement may not be amended in a manner which imposes any additional
obligation on Success Bancshares or the Administrative Trustees.

(f) In the event that any amendment to this Trust Agreement is made,
the Administrative Trustees or the Property Trustee shall promptly provide to
Success Bancshares a copy of such amendment.

(g) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement.

(h) Any amendments to this Trust Agreement shall become effective when
notice of such amendment is given to the holders of the Trust Securities.

SECTION 10.3. SEPARABILITY.

In case any provision in this Trust Agreement or in the Trust
Securities Certificates shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

SECTION 10.4. GOVERNING LAW.

THIS TRUST AGREEMENT AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY OTHER
JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY JURISDICTION
OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE
APPLICABLE TO THE PARTIES HEREUNDER OR THIS TRUST AGREEMENT ANY PROVISION OF THE
LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT
RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF (A) THE
FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR
SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST
BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY
FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION,
HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS
PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE

51
<PAGE> 57

ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS
OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST
INVESTMENTS, OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF
HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER
STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES
THAT ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND
POWERS OF THE TRUSTEES HEREUNDER AS SET FORTH OR REFERENCED IN THIS DECLARATION.
SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

SECTION 10.5. PAYMENTS DUE ON NON-BUSINESS DAY.

If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day (except as
otherwise provided in Sections 4.2(d)), with the same force and effect as though
made on the date fixed for such payment, and no Distributions shall accumulate
on such unpaid amount for the period after such date.

SECTION 10.6. SUCCESSORS.

This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to Success Bancshares, Success Capital, the
Administrative Trustees and any Issuer Trustee, including any successor by
operation of law. Except in connection with a consolidation, merger or sale
involving Success Bancshares that is permitted under Article VIII of the
Indenture and pursuant to which the assignee agrees in writing to perform
Success Bancshares's obligations hereunder, Success Bancshares shall not assign
its obligations hereunder.

SECTION 10.7. HEADINGS.

The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

SECTION 10.8. REPORTS, NOTICES AND DEMANDS.

Any report, notice, demand or other communication that by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Holder or Success Bancshares may be given or served in writing by
deposit thereof, first class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Holder of Preferred Securities, to such Holder as such Holder's name and
address may appear on the Securities Register; and (b) in the case of the Holder
of Common Securities or Success Bancshares, to Success Bancshares, Inc., One
Marriott Drive, Lincolnshire, Illinois 60069, Attention: Saul D. Binder,
Facsimile no.: (847) 634-2635 or to such other address as may be specified in a
written notice by Success Bancshares to the Property Trustee. Such notice,
demand or other communication to or upon a Holder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission. Such notice, demand or other communication to or upon Success

52
<PAGE> 58

Bancshares shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by Success Bancshares.

Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
Success Capital, the Property Trustee, the Delaware Trustee, the Administrative
Trustees, or Success Capital shall be given in writing addressed (until another
address is published by Success Capital) as follows: (a) with respect to the
Property Trustee to Bankers Trust Company, Four Albany Street, 4th Floor, New
York, NY 10006, Attention: Corporate Trust and Agency Group Corporate Market
Services; (b) with respect to the Delaware Trustee to Bankers Trust (Delaware),
1011 Centre Road, Suite 200, Wilmington, Delaware 19805, Attention: Lisa
Wilkins; and (c) with respect to the Administrative Trustees, to them at the
address above for notices to Success Bancshares, marked "Attention: Office of
the Secretary". Such notice, demand or other communication to or upon Success
Capital or the Property Trustee shall be deemed to have been sufficiently given
or made only upon actual receipt of the writing by Success Capital, the Property
Trustee, or such Administrative Trustee.

SECTION 10.9. AGREEMENT NOT TO PETITION.

Each of the Issuer Trustees, the Administrative Trustees and Success
Bancshares agree for the benefit of the Holders that, until at least one year
and one day after Success Capital has been dissolved in accordance with Article
IX, they shall not file, or join in the filing of, a petition against Success
Capital under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against Success Capital under any Bankruptcy Law. In the event
Success Bancshares takes action in violation of this Section 10.9, the Property
Trustee agrees, for the benefit of Holders, that at the expense of Success
Bancshares, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by Success Bancshares against
Success Capital or the commencement of such action and raise the defense that
Success Bancshares has agreed in writing not to take such action and should be
estopped and precluded therefrom and such other defenses, if any, as counsel for
Success Bancshares or Success Capital may assert. If any Issuer Trustee or
Administrative Trustee takes action in violation of this Section 10.9, Success
Bancshares agrees, for the benefit of the Holders, that at the expense of
Success Bancshares, it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by such Person against
Success Bancshares or the commencement of such action and raise the defense that
such Person has agreed in writing not to take such action and should be estopped
and precluded therefrom and such other defenses, if any, as counsel for Success
Bancshares or Success Capital may assert. The provisions of this Section 10.9
shall survive the termination of this Trust Agreement.

SECTION 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

(a) Trust Indenture Act; Application. (i) This Trust Agreement is
subject to the provisions of the Trust Indenture Act that are required to be a
part of this Trust Agreement and shall, to the extent applicable, be governed by
such provisions; (ii) if and to the extent that any provision of this Trust
Agreement limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control; (iii) for purposes of this Trust Agreement, the Property Trustee, to
the extent permitted by applicable law and/or the

53
<PAGE> 59

rules and regulations of the Commission, shall be the only Issuer Trustee which
is a trustee for the purposes of the Trust Indenture Act; and (iv) the
application of the Trust Indenture Act to this Trust Agreement shall not affect
the nature of the Preferred Securities and the Common Securities as equity
securities representing undivided beneficial interests in the assets of Success
Capital.

(b) Lists of Holders of Preferred Securities. (i) Each of Success
Bancshares and the Administrative Trustees on behalf of the Trust shall provide
the Property Trustee with such information as is required under Section 312(a)
of the Trust Indenture Act at the times and in the manner provided in Section
312(a) and (ii) the Property Trustee shall comply with its obligations under
Sections 310(b), 311 and 312(b) of the Trust Indenture Act.

(c) Reports by the Property Trustee. Within 60 days after May 15 of
each year, the Property Trustee shall provide to the Holders of the Trust
Securities such reports as are required by Section 313 of the Trust Indenture
Act, if any, in the form, in the manner and at the times provided by Section 313
of the Trust Indenture Act. The Property Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

(d) Periodic Reports to Property Trustee. Each of Success Bancshares
and the Administrative Trustees on behalf of Success Capital shall provide to
the Property Trustee, the Commission and the Holders of the Trust Securities, as
applicable, such documents, reports and information as required by Section
314(a)(1) -(3) (if any) of the Trust Indenture Act and the compliance
certificates required by Section 314(a)(4) and (c) of the Trust Indenture Act
(provided that any certificate to be provided pursuant to Section 314(a)(4) of
the Trust Indenture Act shall be provided within 120 days of the end of each
fiscal year of Success Capital).

(e) Evidence of Compliance with Conditions Precedent. Each of Success
Bancshares and the Administrative Trustees on behalf of Success Capital shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement which 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 pursuant to Section 314(c) shall
comply with Section 314(e) of the Trust Indenture Act.

(f) Disclosure of Information. The disclosure of information as to the
names and addresses of the Holders of Trust Securities in accordance with
Section 312 of the Trust Indenture Act, regardless of the source from which such
information was derived, shall not be deemed to be a violation of any existing
law or any law hereafter enacted which does not specifically refer to Section
312 of the Trust Indenture Act, nor shall the Property Trustee be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

SECTION 10.11. COUNTERPARTS.

54
<PAGE> 60

SECTION 10.12. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY
OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT
AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER
TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE
AGREEMENT OF SUCCESS CAPITAL, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND
PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS
BETWEEN SUCCESS CAPITAL AND SUCH HOLDER AND SUCH OTHERS.

(Signature page attached)

55
<PAGE> 61

IN WITNESS WHEREOF, the parties hereto have executed this Trust
Agreement as of the date first above written.

SUCCESS BANCSHARES, INC.,
AS DEPOSITOR

By:
- - - - ------------------------------------------------ ---------------------------
Saul D. Binder, not individually, but solely as Name:
Administrative Trustee -------------------------
Title:
------------------------

BANKERS TRUST COMPANY,
(DELAWARE), NOT
INDIVIDUALLY, BUT SOLELY AS
PROPERTY TRUSTEE

- - - - ----------------------------------------------- By:
Marlene Sachs, not individually, but solely as ---------------------------
Administrative Trustee Name:
-------------------------
Title:
------------------------

BANKERS TRUST (DELAWARE), NOT
INDIVIDUALLY, BUT SOLELY AS
DELAWARE TRUSTEE

- - - - ----------------------------------------------- By:
Ronald W. Tragasz, not individually, but solely ---------------------------
as Administrative Trustee Name:
-------------------------
Title:
------------------------

56
<PAGE> 62

EXHIBIT A

CERTIFICATE OF TRUST
OF
SUCCESS CAPITAL TRUST I

1. Name. The name of the business trust formed hereby is "Success
Capital Trust I".

2. Delaware Trustee. The name and address of the trustee of the Trust
in the State of Delaware are:

Bankers Trust (Delaware)
1011 Centre Road, Suite 200
Wilmington, Delaware 19805

3. Effective. This Certificate of Trust shall be effective immediately
upon filing in the Office of the Secretary of State of the State of Delaware.

4. Counterparts. This Certificate of Trust may be executed in one or
more counterparts.

IN WITNESS WHEREOF, the undersigned, being the sole trustees of the Trust,
have executed this Certificate of Trust as of the date first written above.

BANKERS TRUST COMPANY,
as Property Trustee

By: /s/ Susan Johnson
--------------------------------
Name: SUSAN JOHNSON
Title: ASSISTANT VICE PRESIDENT

BANKERS TRUST (DELAWARE),
as Delaware Trustee

By: /s/ M. Lisa Wilkins
--------------------------------
Name: M. LISA WILKINS
Title: ASSISTANT SECRETARY

-----------------------------------
Saul D. Binder, as Trustee

-----------------------------------
Marlene Sachs, as Trustee

-----------------------------------
Ronald W. Tragasz, as Trustee

57
<PAGE> 63

EXHIBIT B

[FORM OF CERTIFICATE DEPOSITARY AGREEMENT]

<PAGE> 64

EXHIBIT C

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO SUCCESS BANCSHARES OR AN
AFFILIATE OF SUCCESS BANCSHARES IN COMPLIANCE WITH APPLICABLE LAW AND SECTION
5.11 OF THE TRUST AGREEMENT

Certificate Number Number of Common Securities

C-__

Certificate Evidencing Common Securities

Success Capital Trust I

____% Common Securities
(liquidation amount $10 per Common Security)

Success Capital Trust I, a statutory business trust formed under the
laws of the State of Delaware ("Success Capital"), hereby certifies that Success
Bancshares, Inc. (the "Holder") is the registered owner of _________ (_____)
common securities of Success Capital representing undivided beneficial interests
in the assets of Success Capital and has designated the ____% Common Securities
(liquidation amount $10 per Common Security) (the "Common Securities"). Except
in accordance with Section 5.11 of the Trust Agreement (as defined below) the
Common Securities are not transferable and any attempted transfer hereof other
than in accordance therewith shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
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 Success
Capital, dated as of __________________, 1998, as the same may be amended from
time to time (the "Trust Agreement") among Success Bancshares, Inc. as
Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware),
as Delaware Trustee, the Administrative Trustees named therein, and the Holders
of Trust Securities, including the designation of the terms of the Common
Securities as set forth therein. Success Capital will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to Success
Capital 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.

Terms used but not defined herein have the meanings set forth in the
Trust Agreement.

59
<PAGE> 65

IN WITNESS WHEREOF, one of the Administrative Trustees of Success
Capital has executed this certificate this ___ day of ______________, ____.

SUCCESS CAPITAL TRUST I

By:
-----------------------------------
Name:
----------------------------------
Administrative Trustee

AUTHENTICATED:

BANKERS TRUST COMPANY,
AS SECURITIES REGISTRAR

By:
------------------------------------------------------
Name:
-----------------------------------------------------
Signatory Officer

60
<PAGE> 66

EXHIBIT D

[IF THE PREFERRED SECURITIES CERTIFICATE IS TO BE A GLOBAL PREFERRED
SECURITIES CERTIFICATE, INSERT -- This Preferred Securities Certificate is a
Global Preferred Securities Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This Preferred Security Certificate is
exchangeable for Preferred Securities Certificates registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Trust Agreement and may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary, except in
the limited circumstances described in the Trust Agreement.

Unless this Preferred Security Certificate is presented by an
authorized representative of Depository Trust Company, a New York Corporation
("DTC"), to Success Capital Trust I or its agent for registration of transfer,
exchange or payment, and any Preferred Security Certificate issued is registered
in the name of such nominee as is requested by an authorized representative of
DTC (and any payment is made to such entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch as the registered owner hereof,
has an interest herein.]

NO EMPLOYEE BENEFIT OR OTHER PLAN OR INDIVIDUAL RETIREMENT ACCOUNT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") (EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE
"PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY (A "PLAN ASSET
ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD
THIS PREFERRED SECURITIES CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH
PURCHASE OR HOLDING IS COVERED BY THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH
PURCHASE OR HOLDING AND, IN THE CASE OF ANY PURCHASER OR HOLDER RELYING ON ANY
EXEMPTION OTHER THAN PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14, HAS COMPLIED WITH
ANY REQUEST BY SUCCESS BANCSHARES OR SUCCESS CAPITAL FOR AN OPINION OF COUNSEL
OR OTHER EVIDENCE WITH RESPECT TO THE APPLICABILITY OF SUCH EXEMPTION. ANY
PURCHASER OR HOLDER OF THIS PREFERRED SECURITIES CERTIFICATE OR ANY INTEREST
HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF
THAT EITHER (A) THE PURCHASER AND HOLDER ARE NOT A PLAN OR A PLAN ASSET ENTITY
AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY
PLAN, OR (B) THE PURCHASE AND HOLDING OF THE PREFERRED SECURITIES IS COVERED BY
THE EXEMPTIVE RELIEF PROVIDED BY PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION.

61
<PAGE> 67

CERTIFICATE NUMBER NUMBER OF PREFERRED SECURITIES

P-__

CUSIP NO. ________________________

CERTIFICATE EVIDENCING PREFERRED SECURITIES
OF
SUCCESS CAPITAL TRUST I

____% PREFERRED SECURITIES
(LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY)

Success Capital Trust I, a statutory business trust formed under the
laws of the State of Delaware ("Success Capital"), hereby certifies that
_______________ (the "Holder") is the registered owner of ( ) preferred
securities of Success Capital representing a preferred undivided beneficial
interest in the assets of Success Capital and has designated the Success Capital
Trust I ____ % Preferred Securities (liquidation amount $10 per Preferred
Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of Success Capital, 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 5.5 of the Trust Agreement (as
defined below). 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 Success Capital, dated as of __________________,
1998, as the same may be amended from time to time (the "Trust Agreement"),
among Success Bancshares, Inc. as Depositor, Bankers Trust Company, as Property
Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the Holders of Trust
Securities, including the designation of the terms of the Preferred Securities
as set forth therein. The Holder is entitled to the benefits of the Guarantee
Agreement entered into by Success Bancshares, Inc., an Illinois corporation, and
Bankers Trust Company, as guarantee trustee, dated as of __________________,
1998 (the "Guarantee Agreement"), to the extent provided therein. Success
Capital will furnish a copy of Success Capital Agreement and the Guarantee
Agreement to the Holder without charge upon written request to Success Capital
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 Success
Capital has executed this certificate this _______ day of ____________, 19__.

SUCCESS CAPITAL TRUST I

By:
-------------------------------
Name:
-----------------------------
Administrative Trustee

AUTHENTICATED:

BANKERS TRUST COMPANY,
AS SECURITIES REGISTRAR

By:
------------------------------------------------------
Name:
----------------------------------------------------
Authorized Signatory

<PAGE> 68

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security to:

- - - - --------------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)

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

- - - - --------------------------------------------------------------------------------
(Insert address and zip code of assignee)

irrevocably appoints
------------------------------------------------------------

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

agent to transfer this Preferred Security Certificate on the books of Success
Capital. The agent may substitute another to act for him or her.

Date:
-----------------------------------------------------------

Signature:
------------------------------------------------------
(Sign exactly as your name appears on the other side
of this Preferred Security Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

<PAGE> 1
EXHIBIT 4.7

================================================================================

GUARANTEE AGREEMENT

Between

SUCCESS BANCSHARES, INC.

and

BANKERS TRUST COMPANY
as Guarantee Trustee

dated as of

__________ __, 1998

================================================================================

<PAGE> 2

SUCCESS CAPITAL TRUST I

CERTAIN SECTIONS OF THIS GUARANTEE AGREEMENT RELATING TO
SECTIONS 310 THROUGH 318 OF THE
TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
Trust Indenture Guarantee
Act Section Agreement Section
- - - - --------------- -----------------
<S> <C> <C>
Section 310 (a) (1)........................ 4.1 (a)
(a) (2)........................ 4.1 (a)
(a) (3)........................ Not Applicable
(a) (4)........................ Not Applicable
(b)............................ 2.8, 4.1 (c)
Section 311 (a)............................ Not Applicable
(b)............................ Not Applicable
Section 312 (a)............................ 2.2 (a)
(b)............................ 2.2 (b)
(c)............................ Not Applicable
Section 313 (a)............................ 2.3
(a) (4)........................ 2.3
(b)............................ 2.3
(c)............................ 2.3
(d)............................ 2.3
Section 314 (a)............................ 2.4
(b)............................ 2.4
(c) (1)........................ 2.5
(c) (2)........................ 2.5
(c) (3)........................ 2.5
(e)............................ 1.1, 2.5, 3.2
Section 315 (a)............................ 3.1 (d)
(b)............................ 2.7
(c)............................ 3.1 (c)
(d)............................ 3.1 (d)
(e)............................ Not Applicable
Section 316 (a)............................ 1.1, 2.6, 5.4
(a) (1) (A).................... 5.4
(a) (1) (B).................... 5.4
(a) (2)........................ Not Applicable
(b)............................ 5.3
(c)............................ Not Applicable
Section 317 (a) (1)........................ Not Applicable
(a) (2)........................ Not Applicable
(b)............................ Not Applicable
Section 318 (a)............................ 2.1
</TABLE>

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Guarantee Agreement.

ii
<PAGE> 3

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
GUARANTEE AGREEMENT......................................................................1
ARTICLE I DEFINITIONS...................................................................2
SECTION 1.1. Definitions.............................................................2
ARTICLE II TRUST INDENTURE ACT..........................................................4
SECTION 2.1. Trust Indenture Act; Application........................................4
SECTION 2.2. List of Holders.........................................................4
SECTION 2.3. Reports by the Guarantee Trustee........................................5
SECTION 2.4. Periodic Reports to the Guarantee Trustee...............................5
SECTION 2.5. Evidence of Compliance with Conditions Precedent........................5
SECTION 2.6. Events of Default; Waiver...............................................5
SECTION 2.7. Event of Default; Notice................................................5
SECTION 2.8. Conflicting Interests...................................................6
ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE.........................6
SECTION 3.1. Powers and Duties of the Guarantee Trustee..............................6
SECTION 3.2. Certain Rights of Guarantee Trustee.....................................7
SECTION 3.3. Indemnity...............................................................9
SECTION 3.4. Expenses................................................................9
ARTICLE IV GUARANTEE TRUSTEE............................................................9
SECTION 4.1. Guarantee Trustee; Eligibility..........................................9
SECTION 4.2. Appointment, Removal and Resignation of the Guarantee Trustee..........10
ARTICLE V GUARANTEE....................................................................11
SECTION 5.1. Guarantee..............................................................11
SECTION 5.2. Waiver of Notice and Demand............................................11
SECTION 5.3. Obligations Not Affected...............................................11
SECTION 5.4. Rights of Holders......................................................12
SECTION 5.5. Guarantee of Payment...................................................12
SECTION 5.6. Subrogation............................................................12
SECTION 5.7. Independent Obligations................................................13
ARTICLE VI COVENANTS AND SUBORDINATION.................................................13
SECTION 6.1. Subordination..........................................................13
SECTION 6.2. Pari Passu Guarantees..................................................13
ARTICLE VII TERMINATION................................................................13
SECTION 7.1. Termination............................................................13
ARTICLE VIII MISCELLANEOUS.............................................................14
SECTION 8.1. Successors and Assigns.................................................14
SECTION 8.2. Amendments.............................................................14
SECTION 8.3. Notices................................................................14
SECTION 8.4. Benefit................................................................15
SECTION 8.5. Interpretation.........................................................15
SECTION 8.6. Governing Law..........................................................16
SECTION 8.7. Counterparts...........................................................16
</TABLE>

<PAGE> 4

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of __________ __, 1998 is executed
and delivered by SUCCESS BANCSHARES, INC., an Illinois corporation ("SUCCESS
BANCSHARES"), having its principal office at One Marriott Drive, Lincolnshire
Illinois 60069, and BANKERS TRUST COMPANY, a New York banking corporation, as
trustee (the "GUARANTEE TRUSTEE"), for the benefit of the Holders (as defined
herein) from time to time of the Preferred Securities (as defined herein) of
Success Capital Trust I, a Delaware statutory business trust ("SUCCESS
CAPITAL").

WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"TRUST AGREEMENT"), dated as of __________ __, 1998, among Success Bancshares,
as Depositor, Bankers Trust Company, as Property Trustee (the "PROPERTY
TRUSTEE"), Bankers Trust (Delaware), as Delaware Trustee (the "DELAWARE
TRUSTEE") (collectively, the "ISSUER TRUSTEES") and the Holders from time to
time of preferred undivided beneficial ownership interests in the assets of
Success Capital, Success Capital is issuing up to $17,250,000 aggregate
Liquidation Amount (as defined herein) of its _____% Preferred Securities,
Liquidation Amount $10 per preferred security (the "PREFERRED SECURITIES"),
representing preferred undivided beneficial ownership interests in the assets of
Success Capital and having the terms set forth in the Trust Agreement;

WHEREAS, the Preferred Securities will be issued by Success Capital and
the proceeds thereof, together with the proceeds from the issuance of Success
Capital's Common Securities (as defined herein), will be used to purchase the
Junior Subordinated Debentures, (as defined in the Trust Agreement) of Success
Bancshares which will be deposited with Bankers Trust Company, as Property
Trustee under the Trust Agreement, as trust assets; and

WHEREAS, as incentive for the Holders to purchase Preferred Securities,
Success Bancshares desires irrevocably and unconditionally to agree, to the
extent set forth herein, 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 of Preferred
Securities by each Holder, which purchase Success Bancshares hereby acknowledges
shall benefit Success Bancshares, and intending to be legally bound hereby,
Success Bancshares executes and delivers this Guarantee Agreement for the
benefit of the Holders from time to time of the Preferred Securities.

<PAGE> 5

ARTICLE I
DEFINITIONS

SECTION 1.1. Definitions.

As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Trust Agreement as in effect on the date hereof.

"Common Securities" means the securities representing common undivided
beneficial interests in the assets of Success Capital.

"Event of Default" means (i) a default by Success Bancshares in any of
its payment obligations under this Guarantee Agreement, or (ii) a default by
Success Bancshares in any other obligation hereunder that remains unremedied for
30 days.

"Guarantee Agreement" means this Guarantee Agreement, as modified,
amended or supplemented from time to time.

"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf of Success Capital: (i) any accrued and unpaid
Distributions required to be paid on the Preferred Securities, to the extent
Success Capital shall have funds on hand available therefor at such time, (ii)
the Redemption Price, with respect to the Preferred Securities called for
redemption by Success Capital to the extent that Success Capital shall have
funds on hand available therefor at such time, and (iii) upon a voluntary or
involuntary termination, winding-up or liquidation of Success Capital, unless
Junior Subordinated Debentures are distributed to the Holders, the lesser of (a)
the aggregate of the Liquidation Amount and all accumulated and unpaid
Distributions to the date of payment to the extent Success Capital shall have
funds on hand available to make such payment at such time and (b) the amount of
assets of Success Capital remaining available for distribution to Holders in
liquidation of Success Capital (in either case, the "LIQUIDATION DISTRIBUTION").

"Guarantee Trustee" means Bankers Trust Company, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee Agreement and thereafter means each such
Successor Guarantee Trustee.

"Holder" means any holder, as registered on the books and records of
Success Capital, 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 Success Bancshares, the Guarantee Trustee, or any Affiliate of
Success Bancshares or the Guarantee Trustee.

"Like Amount" means (a) with respect to a redemption of Preferred
Securities, Preferred Securities having a Liquidation Amount equal to the
principal amount of Junior Subordinated Debentures to be contemporaneously
redeemed in accordance with the Indenture, the proceeds of which will be used to
pay the Redemption Price of such Preferred Securities, (b) with respect to a
distribution of Junior Subordinated Debentures to Holders of Preferred

<PAGE> 6

Securities in connection with a dissolution and liquidation of Success Capital,
Junior Subordinated Debentures having a principal amount equal to the
Liquidation Amount of the Preferred Securities of the Holder to whom such Junior
Subordinated Debentures are distributed, and (c) with respect to any
distribution of Additional Amounts to Holders of Preferred Securities, Junior
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of the Preferred Securities in respect of which such distribution is
made.

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

"Liquidation Distribution" shall have the meaning specified in the
definition of Guarantee Payments.

"Majority in Liquidation Amount of the Preferred Securities" means,
except as provided by the Trust Indenture Act, Preferred Securities representing
more than 50% of the aggregate Liquidation Amount of all then outstanding
Preferred Securities issued by Success Capital.

"Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman, Chief Executive Officer, President,
Executive Vice President or a Vice President, and by the Chief Financial
Officer, Treasurer, an Associate Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of such Person, and delivered to the
Guarantee Trustee. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Guarantee Agreement
shall include:

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

(b) a brief statement of the nature and scope of the examination or
investigation undertaken by each such 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.

"Preferred Securities" shall have the meaning specified in the first
recital of this Guarantee Agreement.

"Redemption Date" means, with respect to any Preferred Security to be
redeemed, the date fixed for such redemption by or pursuant to the Trust
Agreement; provided that each Redemption Date (as such term is defined in the
Indenture) of the Junior Subordinated Debenture and the stated maturity of the
Junior Subordinated Debentures shall be a Redemption Date for a Like Amount of
Preferred Securities.

"Removal For Cause" means a removal of the Guarantee Trustee made for
one of the following reasons:

(a) the Guarantee Trustee is incapable of acting as Guarantee Trustee;

(b) the Guarantee Trustee is adjudged a bankrupt or insolvent, or a
receiver of the Guarantee Trustee or of its property is appointed; or

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(c) any public officer takes charge or control of the Guarantee Trustee
or of its property or affairs for the purposes of rehabilitation, conservation
or liquidation.

"Responsible Officer" means, when used with respect to the Guarantee
Trustee, any officer assigned to the Corporate Trust Office, including any
managing director, principal, vice president, assistant vice president,
assistant treasurer, assistant secretary or any other officer of the Guarantee
Trustee customarily performing functions similar to those performed by any of
the above designated officers and having direct responsibility for the
administration of the Indenture, and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

"Senior and Subordinated Debt" shall have the meaning specified in the
Indenture.

"Success Bancshares" shall have the meaning specified in the first
paragraph of this Guarantee Agreement.

"Success Capital" shall have the meaning specified in the first
paragraph of this Guarantee Agreement.

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

"Trust Agreement" shall have the meaning specified in the first recital
of this Guarantee Agreement.

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.

If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Guarantee Agreement, the provision of the Trust Indenture Act shall
control. If any provision of this Guarantee Agreement modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Guarantee Agreement as so
modified or excluded, as the case may be.

SECTION 2.2. List of Holders.

(a) Success Bancshares will furnish or cause to be furnished to the
Guarantee Trustee:

(i) quarterly, not more than 15 days after the 15th day
of March, June, September and December in each year, a list, in
such form as the Guarantee Trustee may reasonably require, of the
names and addresses of the Holders as of such date; and

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<PAGE> 8

(ii) at such other times as the Guarantee Trustee may
request in writing, within 30 days after the receipt by Success
Bancshares of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is
furnished.

(b) Upon receipt of a new list of Holders, the Guarantee Trustee
may destroy any such list previously given to it by Success Bancshares.

SECTION 2.3. Reports by the Guarantee Trustee.

Within 60 days of January 31 of each year, commencing January 31, 1999,
the Guarantee Trustee shall provide to the Holders such reports, if any, as are
required by Section 313 of the Trust Indenture Act in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4. Periodic Reports to the Guarantee Trustee.

Success Bancshares shall provide to the Guarantee Trustee and the
Holders such documents, reports and information, if any, as required by Section
314 of the Trust Indenture Act 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.

Success Bancshares shall provide to the Guarantee Trustee such evidence
of compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) 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 the Preferred
Securities may, by vote, on behalf of the Holders, 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 Guarantee Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent therefrom.

SECTION 2.7. Event of Default; Notice

(a) The Guarantee Trustee shall, within 90 days after the occurrence of
an Event of Default, transmit by mail, first class postage prepaid, to the
Holders notices of all Events of Default known to the Guarantee Trustee, unless
such Events of Default have been cured or waived before the giving of such
notice; provided that, except in the case of a default in the payment of a
Guarantee Payment, the Guarantee Trustee shall be protected in withholding

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<PAGE> 9

such notice if and so long as the Board of Directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Guarantee
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders.

(b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless a Responsible Officer charged with the administration of
this Guarantee Agreement shall have received written notice of such Event of
Default.

SECTION 2.8. Conflicting Interests.

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

ARTICLE III
POWERS, DUTIES AND RIGHTS OF THE
GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Guarantee Trustee.

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

(b) If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.

(c) The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall be obligated to perform only such duties as are specifically set forth in
this Guarantee Agreement (including pursuant to Section 2.1), and no implied
covenants shall be read into this Guarantee Agreement against the Guarantee
Trustee. If an Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the
rights and powers vested in it by this Guarantee Agreement, 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.

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

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

(A) the duties and obligations of the Guarantee
Trustee shall be determined solely by the express provisions of this
Guarantee Agreement (including pursuant to Section 2.1), and the
Guarantee Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this
Guarantee Agreement (including pursuant to Section 2.1); and

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

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

(iii) The Guarantee Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in
accordance with the 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 Guarantee Trustee, or exercising any trust or power
conferred upon the Guarantee Trustee under this Guarantee Agreement;
and

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

SECTION 3.2. Certain Rights of Guarantee Trustee.

(a) Subject to the provisions of Section 3.1:

(i) The Guarantee Trustee may conclusively rely and shall be
fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture,

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<PAGE> 11

note, other evidence of indebtedness or other paper or document
reasonably believed by it to be genuine and to have been signed, sent
or presented by the proper party or parties.

(ii) Any direction or act of Success Bancshares contemplated
by this Guarantee Agreement shall be sufficiently evidenced by an
Officers' Certificate unless otherwise prescribed herein.

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

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

(v) The Guarantee Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Guarantee
Agreement at the request or direction of any Holder, unless such Holder
shall have provided to the Guarantee Trustee such security and
indemnity as would satisfy a reasonable person in the position of the
Guarantee Trustee, against the costs, expenses (including attorneys'
fees and expenses) and liabilities that might be incurred by it in
complying with such request or direction, including such reasonable
advances as may be requested by the Guarantee Trustee; provided that
nothing in this Section shall relieve the Guarantee Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise the
rights and powers vested in it by this Guarantee Agreement.

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

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

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(viii) Whenever in the administration of this Guarantee
Agreement the Guarantee Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or taking
any other action hereunder, the Guarantee Trustee (A) may request
instructions from the Holders, (B) may refrain from enforcing such
remedy or right or taking such other action until such instructions are
received and (C) shall be fully protected in acting in accordance with
such instructions.

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

SECTION 3.3. Indemnity.

Success Bancshares agrees to indemnify the Guarantee Trustee, its
directors, officers, employees and agents for, and to hold them harmless
against, any loss, liability or expense incurred without negligence, willful
misconduct or bad faith on the part of the Guarantee Trustee, its directors,
officers, employees and agents, arising out of or in connection with the
acceptance or administration of this Guarantee Agreement, including the costs
and expenses of defending against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Guarantee
Trustee will not claim or exact any lien or charge on any Guarantee Payments as
a result of any amount due to it under this Guarantee Agreement.

SECTION 3.4. Expenses.

Success Bancshares shall from time to time reimburse the Guarantee
Trustee for its reasonable expenses and costs (including reasonable attorneys'
or agents' fees) incurred in connection with the performance of its duties
hereunder.

ARTICLE IV
GUARANTEE TRUSTEE

SECTION 4.1. Guarantee Trustee; Eligibility.

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

(i) not be an Affiliate of Success Bancshares; and

(ii) be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of
at least $50,000,000, and shall be a corporation meeting the
requirements of Section 310(a) of the Trust Indenture Act. If such
corporation publishes reports of condition at least annually, pursuant
to law or to

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the requirements of the supervising or examining authority, then, for
the purposes of this Section and to the extent permitted by the Trust
Indenture Act, 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 at any time the Guarantee Trustee shall cease to be eligible to
so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in
the manner and with the effect set out in Section 4.2(b).

(c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Success Bancshares 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 the Guarantee
Trustee.

(a) No resignation or removal of the Guarantee Trustee and no
appointment of a Successor Guarantee Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the Successor Guarantee
Trustee by written instrument executed by the Successor Guarantee Trustee and
delivered to the Holders and the Guarantee Trustee.

(b) Subject to the immediately preceding paragraph, a Guarantee Trustee
may resign at any time by giving written notice thereof to the Holders. The
Guarantee Trustee shall appoint a successor by requesting from at least three
Persons meeting the eligibility requirements such Person's expenses and charges
to serve as the Guarantee Trustee, and selecting the Person who agrees to the
lowest expenses and charges. If the instrument of acceptance by the Successor
Guarantee Trustee shall not have been delivered to the Guarantee Trustee within
60 days after the giving of such notice of resignation, the Guarantee Trustee
may petition, at the expense of Success Bancshares, any court of competent
jurisdiction for the appointment of a Successor Guarantee Trustee.

(c) A Removal For Cause may be made at any time by Act of the Holders
of at least a Majority in Liquidation Amount of the Preferred Securities,
delivered to the Guarantee Trustee.

(d) If a resigning Guarantee Trustee shall fail to appoint a successor,
or if a Guarantee Trustee shall be removed or become incapable of acting as
Guarantee Trustee, or if any vacancy shall occur in the office of any Guarantee
Trustee for any cause, the Holders of the Preferred Securities, by Act of the
Holders of record of not less than 25% in aggregate Liquidation Amount of the
Preferred Securities then outstanding delivered to such Guarantee Trustee, shall
promptly appoint a successor Guarantee Trustee. If no Successor Guarantee
Trustee shall have been so appointed by the Holders of the Preferred Securities
and such appointment accepted by the Successor Guarantee Trustee, any Holder, on
behalf of himself and all others similarly situated, may petition any court of
competent jurisdiction for the appointment of a Successor Guarantee Trustee.

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ARTICLE V
GUARANTEE

SECTION 5.1. Guarantee.

Success Bancshares irrevocably and unconditionally agrees to pay in
full on a subordinated basis as set forth in Section 6.1 hereof to the Holders
the Guarantee Payments (without duplication of amounts theretofore paid by or on
behalf of Success Capital), as and when due, regardless of any defense, right of
set-off or counterclaim which Success Capital may have or assert, except the
defense of payment. Success Bancshares's obligation to make a Guarantee Payment
may be satisfied by direct payment of the required amounts by Success Bancshares
to the Holders or by causing Success Capital to pay such amounts to the Holders.
Success Bancshares shall give prompt written notice to the Guarantee Trustee in
the event it makes any direct payment hereunder.

SECTION 5.2. Waiver of Notice and Demand.

Success Bancshares hereby waives notice of acceptance of the Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, Success Capital or any other Person before proceeding against
Success Bancshares, 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 Success Bancshares
under this Guarantee Agreement 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 Success Capital of any express or implied
agreement, covenant, term or condition relating to the Preferred Securities to
be performed or observed by Success Capital;

(b) the extension of time for the payment by Success Capital of all or
any portion of the Distributions (other than an extension of time for payment of
Distributions that results from the extension of any interest payment period on
the Junior Subordinated Debentures as so provided in the Indenture), 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;

(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 Success Capital 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,

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arrangement, composition or readjustment of debt of, or other similar
proceedings affecting, Success Capital or any of the assets of Success Capital;

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

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

(g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor (other than payment of
the underlying obligation), it being the intent of this Section 5.3 that the
obligations of Success Bancshares 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 the consent of, Success Bancshares with respect to the happening of any
of the foregoing.

SECTION 5.4. Rights of Holders.

Success Bancshares expressly acknowledges that: (i) this Guarantee
Agreement will be deposited with the Guarantee Trustee to be held for the
benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this
Guarantee Agreement on behalf of the Holders; (iii) 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 Guarantee Trustee in respect of this Guarantee Agreement or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) any Holder may institute a legal proceeding directly against
Success Bancshares to enforce its rights under this Guarantee Agreement, without
first instituting a legal proceeding against the Guarantee Trustee, Success
Capital or any other Person.

SECTION 5.5. Guarantee of Payment.

This Guarantee Agreement creates a guarantee of payment when due and
not of collection. This Guarantee Agreement will not be discharged except by
payment of the Guarantee Payments in full (without duplication of amounts
theretofore paid by Success Capital) or upon the distribution of Junior
Subordinated Debentures to Holders as provided in the Trust Agreement.

SECTION 5.6. Subrogation.

Success Bancshares shall be subrogated to all rights (if any) of the
Holders against Success Capital in respect of any amounts paid to the Holders by
Success Bancshares under this Guarantee Agreement; provided, however, that
Success Bancshares shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any rights which it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Guarantee Agreement,
if at the time of any such payment, any amounts are due and unpaid under this
Guarantee Agreement. If any amount shall be paid to Success Bancshares in
violation of the preceding sentence, Success Bancshares agrees to hold such
amount in trust for the Holders and to pay over such amount to the Holders.

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SECTION 5.7. Independent Obligations.

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

ARTICLE VI
COVENANTS AND SUBORDINATION

SECTION 6.1. Subordination.

This Guarantee Agreement will constitute an unsecured obligation of
Success Bancshares and will rank subordinate and junior in right of payment to
all Senior and Subordinated Debt of Success Bancshares to the extent and in the
manner set forth in the Indenture with respect to the Junior Subordinated
Debentures, and the provisions of Article XIII of the Indenture will apply,
mutatis mutandis, to the obligations of Success Bancshares hereunder. The
obligations of Success Bancshares hereunder do not constitute Senior and
Subordinated Debt of Success Bancshares.

SECTION 6.2. Pari Passu Guarantees.

The obligations of Success Bancshares under this Guarantee Agreement
shall rank pari passu with any similar guarantee agreements issued by Success
Bancshares on behalf of the holders of preferred or capital securities issued by
Success Capital and with any other security, guarantee or other obligation that
is expressly stated to rank pari passu with the obligations of Success
Bancshares under this Guarantee Agreement.

ARTICLE VII
TERMINATION

SECTION 7.1. Termination.

This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Preferred
Securities, (ii) the distribution of Junior Subordinated Debentures to the
Holders in exchange for all of the Preferred Securities or (iii) full payment of
the amounts payable in accordance with Article IX of the Trust Agreement upon
liquidation of Success Capital. Notwithstanding the foregoing, this Guarantee
Agreement will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder is required to repay any sums paid with respect to
the Preferred Securities or this Guarantee Agreement.

13
<PAGE> 17

ARTICLE VIII
MISCELLANEOUS

SECTION 8.1. Successors and Assigns.

All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives of
Success Bancshares 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 Success Bancshares that is permitted
under Article VIII of the Indenture and pursuant to which the assignee agrees in
writing to perform Success Bancshares's obligations hereunder, Success
Bancshares shall not assign its obligations hereunder, and any purported
assignment that is not in accordance with these provisions shall be void.

SECTION 8.2. Amendments.

Except with respect to any changes that do not materially adversely
affect the rights of the Holders (in which case no consent of the Holders will
be required), this Guarantee Agreement may only be amended with the prior
approval of the Holders of not less than a Majority in Liquidation Amount of the
Preferred Securities. The provisions of Article VI of the Trust Agreement
concerning meetings of the Holders shall apply to the giving of such approval.

SECTION 8.3. Notices.

Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied (confirmed by delivery of the original) or
mailed by first class mail as follows:

(a) if given to Success Bancshares, to the address or telecopy number
set forth below or such other address or telecopy number or to the attention of
such other Person as Success Bancshares may give notice to the Holders:

Success Bancshares, Inc.
One Marriott Drive
Lincolnshire, Illinois 60064
Facsimile No.: (847) 6-2635
Attention: Saul D. Binder

(b) if given to Success Capital, in care of the Guarantee Trustee, at
Success Capital's (and the Guarantee Trustee's) address set forth below or such
other address or telecopy number or to the attention of such other Person as the
Guarantee Trustee on behalf of Success Capital may give notice to the Holders:

Success Capital Trust I
c/o Success Bancshares, Inc.
One Marriott Drive
Lincolnshire, Illinois 60064
Facsimile No.: (847) 634-2635
Attention: Saul D. Binder

14
<PAGE> 18

with a copy to:

Bankers Trust Company
Four Albany Street - 4th Floor
New York, New York 10006
Facsimile No.: (212) 250-6961
Attention: Corporate Trust and Agency Group;
Corporate Market Services

(d) if given to any Holder, at the address set forth on the books and
records of Success Capital.

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

SECTION 8.4. Benefit.

This Guarantee Agreement is solely for the benefit of the Holders and
is not separately transferable from the Preferred Securities.

SECTION 8.5. Interpretation.

In this Guarantee Agreement, unless the context otherwise requires:

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

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

15
<PAGE> 19

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

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

(e) a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;

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

(g) the masculine, feminine or neuter genders used herein shall include
the masculine, feminine and neuter genders.

SECTION 8.6. Governing Law.

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

SECTION 8.7. Counterparts.

[signature page attached]

16
<PAGE> 20

IN WITNESS WHEREOF, the parties hereto have executed this Guarantee
Agreement as of the date first above written.

SUCCESS BANCSHARES, INC.

-----------------------------------
By: Saul D. Binder
Its: President and Chief Executive
Officer

BANKERS TRUST COMPANY,
NOT INDIVIDUALLY,
BUT SOLELY AS GUARANTEE TRUSTEE

-----------------------------------
By:
--------------------------------
Its:
-------------------------------

<PAGE> 1
EXHIBIT 23.1

Consent of Independent Accountants

We consent to the use in this Registration Statement on Form S-1 filed
by Success Bancshares, Inc. and Success Capital Trust I of our report dated
February 13, 1998, on our audits of the consolidated balance sheets of Success
Bancshares, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the years in the three year period ending December 31, 1997, and to
the reference to our firm under the heading "Experts" in the Registration
Statement.

MCGLADREY & PULLEN, LLP
Schaumburg, Illinois

April 28, 1998

<PAGE> 1
EXHIBIT 25.1

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

UNITED STATES
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) ___________

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

BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)

NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)

BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31st FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)

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

SUCCESS BANCSHARES, INC.
(exact name of Registrant as
specified in its charter)

DELAWARE 36-3497644
(State or other (I.R.S. employer
jurisdiction of Identification No.)
Incorporation or
organization)

ONE MARRIOTT DRIVE
LINCOLNSHIRE, IL 60069
(Address, including zip code
of principal executive offices)

____% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
OF SUCCESS 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.

<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
</TABLE>

(b) Whether it is authorized to exercise corporate trust
powers.

Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

If the obligor is an affiliate of the Trustee, describe each
such affiliation.

None.

ITEM 3.-15. NOT APPLICABLE

ITEM 16. LIST OF EXHIBITS.

EXHIBIT 1 - Restated Organization Certificate of Bankers
Trust Company dated August 7, 1990,
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated
June 21, 1995 - Incorporated herein by
reference to Exhibit 1 filed with Form T-1
Statement, Registration No. 33-65171,
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated
March 20, 1996, incorporate by referenced to
Exhibit 1 filed with Form T-1 Statement,
Registration No. 333-25843 and Certificate of
Amendment of the Organization Certificate of
Bankers Trust Company dated June 19, 1997,
copy attached.

EXHIBIT 2 - Certificate of Authority to commence business
- Incorporated herein by reference to Exhibit
2 filed with Form T-1 Statement, Registration
No. 33-21047.

EXHIBIT 3 - Authorization of the Trustee to exercise
corporate trust powers - Incorporated herein
by reference to Exhibit 2 filed with Form T-1
Statement, Registration No. 33-21047.

EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, as
amended on November 18, 1997. Copy attached.

-2-
<PAGE> 3

EXHIBIT 5 - Not applicable.

EXHIBIT 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated
herein by reference to Exhibit 4 filed with
Form T-1 Statement, Registration No.
22-18864.

EXHIBIT 7 - The latest report of condition of Bankers
Trust Company dated as of December 31, 1997.
Copy attached.

EXHIBIT 8 - Not Applicable.

EXHIBIT 9 - Not Applicable.

-3-
<PAGE> 4
SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New York,
on the 22nd day of April, 1998.

BANKERS TRUST COMPANY

By: /s/ SUSAN JOHNSON
-------------------------------
Susan Johnson
Assistant Vice President

-4-
<PAGE> 5
STATE OF NEW YORK,

BANKING DEPARTMENT

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER
SECTION 8005 OF THE BANKING LAW," dated June 19, 1997, providing for an
increase in authorized capital stock from $1,601,666,670 consisting of
100,166,667 shares with a par value of $10 each designated as Common Stock and
600 shares with a par value of $1,000,000 each designated as Series Preferred
Stock to $2,001,666,670 consisting of 100,166,667 shares with a par value of
$10 each designated as Common Stock and 1,000 shares with a par value of
$1,000,000 each designated as Series Preferred Stock.

WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 27TH day of June in the Year of
our Lord one thousand nine hundred and
ninety-seven.

Manuel Kursky
------------------------------
Deputy Superintendent of Banks
<PAGE> 6
CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

_____________________________

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and an Assistant Secretary of Bankers Trust Company, do
hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

3. The organization certificate as heretofore amended is hereby
amended to increase the aggregate number of shares which the corporation shall
have authority to issue and to increase the amount of its authorized capital
stock in conformity therewith.

4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock
outstanding, which reads as follows:

"III. The amount of capital stock which the corporation is hereafter
to have is One Billion, Six Hundred and One Million, Six Hundred
Sixty-Six Thousand, Six Hundred Seventy Dollars ($1,601,666,670),
divided into One Hundred Million, One Hundred Sixty-Six Thousand, Six
Hundred Sixty-Seven (100,166,667) shares with a par value of $10 each
designated as Common Stock and 600 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."

is hereby amended to read as follows:

"III. The amount of capital stock which the corporation is hereafter
to have is Two Billion One Million, Six Hundred Sixty-Six Thousand,
Six Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
<PAGE> 7
5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this
19th day of June, 1997.

JAMES T. BYRNE, JR.
-----------------------------
James T. Byrne, Jr.
Managing Director

LEA LAHTINEN
-----------------------------
Lea Lahtinen
Assistant Secretary

State of New York )
) ss:
County of New York )

Lea Lahtinen, being fully sworn, deposes and says that she is an
Assistant Secretary of Bankers Trust Company, the corporation described in the
foregoing certificate; that she has read the foregoing certificate and knows
the contents thereof, and that the statements herein contained are true.

LEA LAHTINEN
-----------------------------
Lea Lahtinen

Sworn to before me this 19th day
of June, 1997.

SANDRA L. WEST
- - - - ------------------------------
Notary Public

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998
<PAGE> 8

BY-LAWS

NOVEMBER 18, 1997

BANKERS TRUST COMPANY
NEW YORK
<PAGE> 9
BY-LAWS
OF
BANKERS TRUST COMPANY

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1. The annual meeting of the stockholders of this Company shall
be held at the office of the Company in the Borough of Manhattan, City of New
York, on the third Tuesday in January of each year, for the election of
directors and such other business as may properly come before said meeting.

SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer or the
President to call such meetings whenever requested in writing to do so by
stockholders owning a majority of the capital stock.

SECTION 3. At all meetings of stockholders, there shall be present,
either in person or by proxy, stockholders owning a majority of the capital
stock of the Company, in order to constitute a quorum, except at special
elections of directors, as provided by law, but less than a quorum shall have
power to adjourn any meeting.

SECTION 4. The Chairman of the Board or, in his absence, the Chief
Executive Officer or, in his absence, the President or, in their absence, the
senior officer present, shall preside at meetings of the stockholders and shall
direct the proceedings and the order of business. The Secretary shall act as
secretary of such meetings and record the proceedings.

ARTICLE II

DIRECTORS

SECTION 1. The affairs of the Company shall be managed and its corporate
powers exercised by a Board of Directors consisting of such number of
directors, but not less than ten nor more than twenty-five, as may from time to
time be fixed by resolution adopted by a majority of the directors then in
office, or by the stockholders. In the event of any increase in the number of
directors, additional directors may be elected within the limitations so fixed,
either by the stockholders or within the limitations imposed by law, by a
majority of directors then in office. One-third of the number of directors, as
fixed from time to time, shall constitute a quorum. Any one or more members of
the Board of Directors or any Committee thereof may participate in a meeting of
the Board of Directors or Committee thereof by means of a conference telephone
or similar communications equipment which allows all persons participating in
the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at such a meeting.
<PAGE> 10
All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.
No person who shall have attained age 72 shall be eligible to be elected or
re-elected a director. Such director may, however, remain a director of the
Company until the next annual meeting of the stockholders of Bankers Trust New
York Corporation (the Company's parent) so that such director's retirement will
coincide with the retirement date from Bankers Trust New York Corporation.

No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.

SECTION 2. Vacancies not exceeding one-third of the whole number of the
Board of Directors may be filled by the affirmative vote of a majority of the
directors then in office, and the directors so elected shall hold office for
the balance of the unexpired term.

SECTION 3. The Chairman of the Board shall preside at meetings of the
Board of Directors. In his absence, the Chief Executive Officer or, in his
absence, such other director as the Board of Directors from time to time may
designate shall preside at such meetings.

SECTION 4. The Board of Directors may adopt such Rules and Regulations
for the conduct of its meetings and the management of the affairs of the
Company as it may deem proper, not inconsistent with the laws of the State of
New York, or these By-Laws, and all officers and employees shall strictly
adhere to, and be bound by, such Rules and Regulations.

SECTION 5. Regular meetings of the Board of Directors shall be held from
time to time on the third Tuesday of the month. If the day appointed for
holding such regular meetings shall be a legal holiday, the regular meeting to
be held on such day shall be held on the next business day thereafter. Special
meetings of the Board of Directors may be called upon at least two day's notice
whenever it may be deemed proper by the Chairman of the Board or, the Chief
Executive Officer or, in their absence, by such other director as the Board of
Directors may have designated pursuant to Section 3 of this Article, and shall
be called upon like notice whenever any three of the directors so request in
writing.

SECTION 6. The compensation of directors as such or as members of
committees shall be fixed from time to time by resolution of the Board of
Directors.
<PAGE> 11
ARTICLE III

COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting
of not less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the Executive
Committee. In his absence, the Chief Executive Officer or, in his absence, such
other member of the Committee as the Committee from time to time may designate
shall preside at such meetings.

The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and powers
and authority conferred by the Executive Committee from time to time shall be
and be deemed to be, and may be certified as being, the act and under the
authority of the Board of Directors.

A majority of the Committee shall constitute a quorum, but the Committee may
act only by the concurrent vote of not less than one-third of its members, at
least one of whom must be a director other than an officer. Any one or more
directors, even though not members of the Executive Committee, may attend any
meeting of the Committee, and the member or members of the Committee present,
even though less than a quorum, may designate any one or more of such directors
as a substitute or substitutes for any absent member or members of the
Committee, and each such substitute or substitutes shall be counted for quorum,
voting, and all other purposes as a member or members of the Committee.

SECTION 2. There shall be an Audit Committee appointed annually by
resolution adopted by a majority of the entire Board of Directors which shall
consist of such number of directors, who are not also officers of the Company,
as may from time to time be fixed by resolution adopted by the Board of
Directors. The Chairman shall be designated by the Board of Directors, who
shall also from time to time fix a quorum for meetings of the Committee. Such
Committee shall conduct the annual directors' examinations of the Company as
required by the New York State Banking Law; shall review the reports of all
examinations made of the Company by public authorities and report thereon to
the Board of Directors; and shall report to the Board of Directors such other
matters as it deems advisable with respect to the Company, its various
departments and the conduct of its operations.

In the performance of its duties, the Audit Committee may employ or retain,
from time to time, expert assistants, independent of the officers or personnel
of the Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The
<PAGE> 12
Committee shall hold regular quarterly meetings and during the intervals
thereof shall meet at other times on call of the Chairman.

SECTION 3. The Board of Directors shall have the power to appoint any
other Committees as may seem necessary, and from time to time to suspend or
continue the powers and duties of such Committees. Each Committee appointed
pursuant to this Article shall serve at the pleasure of the Board of Directors.

ARTICLE IV

OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a
Chairman of the Board and a Chief Executive Officer; and shall also elect a
President, and may also elect a Senior Vice Chairman, one or more Vice
Chairmen, one or more Executive Vice Presidents, one or more Senior Managing
Directors, one or more Managing Directors, one or more Senior Vice Presidents,
one or more Principals, one or more Vice Presidents, one or more General
Managers, a Secretary, a Controller, a Treasurer, a General Counsel, one or
more Associate General Counsels, a General Auditor, a General Credit Auditor,
and one or more Deputy Auditors, who need not be directors. The officers of the
corporation may also include such other officers or assistant officers as shall
from time to time be elected or appointed by the Board. The Chairman of the
Board or the Chief Executive Officer or, in their absence, the President, the
Senior Vice Chairman or any Vice Chairman, may from time to time appoint
assistant officers. All officers elected or appointed by the Board of Directors
shall hold their respective offices during the pleasure of the Board of
Directors, and all assistant officers shall hold office at the pleasure of the
Board or the Chairman of the Board or the Chief Executive Officer or, in their
absence, the President, the Senior Vice Chairman or any Vice Chairman. The
Board of Directors may require any and all officers and employees to give
security for the faithful performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive
Officer of the Company who may also hold the additional title of Chairman of
the Board, President, Senior Vice Chairman or Vice Chairman and such person
shall have, subject to the supervision and direction of the Board of Directors
or the Executive Committee, all of the powers vested in such Chief Executive
Officer by law or by these By-Laws, or which usually attach or pertain to such
office. The other officers shall have, subject to the supervision and direction
of the Board of Directors or the Executive Committee or the Chairman of the
Board or, the Chief Executive Officer, the powers vested by law or by these
By-Laws in them as holders of their respective offices and, in addition, shall
perform such other duties as shall be assigned to them by the Board of
Directors or the Executive Committee or the Chairman of the Board or the Chief
Executive Officer.

The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be prescribed or assigned to him from
time to time by the Board of Directors or vested in him by law or by these
By-Laws. He shall perform such other duties and shall make such investigations,
examinations and reports as may be prescribed or required by the Audit
Committee. The General Auditor shall have unrestricted access to all records
<PAGE> 13
and premises of the Company and shall delegate such authority to his
subordinates. He shall have the duty to report to the Audit Committee on all
matters concerning the internal audit program and the adequacy of the system of
internal controls of the Company which he deems advisable or which the Audit
Committee may request. Additionally, the General Auditor shall have the duty of
reporting independently of all officers of the Company to the Audit Committee
at least quarterly on any matters concerning the internal audit program and the
adequacy of the system of internal controls of the Company that should be
brought to the attention of the directors except those matters responsibility
for which has been vested in the General Credit Auditor. Should the General
Auditor deem any matter to be of special immediate importance, he shall report
thereon forthwith to the Audit Committee. The General Auditor shall report to
the Chief Financial Officer only for administrative purposes.

The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.

SECTION 3. The compensation of all officers shall be fixed under such
plan or plans of position evaluation and salary administration as shall be
approved from time to time by resolution of the Board of Directors.

SECTION 4. The Board of Directors, the Executive Committee, the Chairman
of the Board, the Chief Executive Officer or any person authorized for this
purpose by the Chief Executive Officer, shall appoint or engage all other
employees and agents and fix their compensation. The employment of all such
employees and agents shall continue during the pleasure of the Board of
Directors or the Executive Committee or the Chairman of the Board or the Chief
Executive Officer or any such authorized person; and the Board of Directors,
the Executive Committee, the Chairman of the Board, the Chief Executive Officer
or any such authorized person may discharge any such employees and agents at
will.
<PAGE> 14

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1. The Company shall, to the fullest extent permitted by Section
7018 of the New York Banking Law, indemnify any person who is or was made, or
threatened to be made, a party to an action or proceeding, whether civil or
criminal, whether involving any actual or alleged breach of duty, neglect or
error, any accountability, or any actual or alleged misstatement, misleading
statement or other act or omission and whether brought or threatened in any
court or administrative or legislative body or agency, including an action by
or in the right of the Company to procure a judgment in its favor and an action
by or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which any director or officer of the Company is servicing or
served in any capacity at the request of the Company by reason of the fact that
he, his testator or intestate, is or was a director or officer of the Company,
or is serving or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement, and costs, charges and expenses,
including attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 2. The Company may indemnify any other person to whom the Company
is permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided by,
the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.

SECTION 3. The Company shall, from time to time, reimburse or advance to
any person referred to in Section 1 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 1, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases, the
provisions of this Article V will apply (i) only if the person serving another
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise so served at the specific request of the Company,
<PAGE> 15
evidenced by a written communication signed by the Chairman of the Board, the
Chief Executive Officer or the President, and (ii) only if and to the extent
that, after making such efforts as the Chairman of the Board, the Chief
Executive Officer or the President shall deem adequate in the circumstances,
such person shall be unable to obtain indemnification from such other
enterprise or its insurer.

SECTION 5. Any person entitled to be indemnified or to the reimbursement
or advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.

SECTION 6. The right to be indemnified or to the reimbursement or
advancement of expense pursuant to this Article V (i) is a contract right
pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
Company and the director or officer, (ii) is intended to be retroactive and
shall be available with respect to events occurring prior to the adoption
hereof, and (iii) shall continue to exist after the rescission or restrictive
modification hereof with respect to events occurring prior thereto.

SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an actual determination by the Company (including its Board
of Directors, independent legal counsel, or its stockholders) that the claimant
is not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.

SECTION 8. A person who has been successful, on the merits or otherwise,
in the defense of a civil or criminal action or proceeding of the character
described in Section 1 shall be entitled to indemnification only as provided in
Sections 1 and 3, notwithstanding any provision of the New York Banking Law to
the contrary.
<PAGE> 16
ARTICLE VI

SEAL

SECTION 1. The Board of Directors shall provide a seal for the Company,
the counterpart dies of which shall be in the charge of the Secretary of the
Company and such officers as the Chairman of the Board, the Chief Executive
Officer or the Secretary may from time to time direct in writing, to be affixed
to certificates of stock and other documents in accordance with the directions
of the Board of Directors or the Executive Committee.

SECTION 2. The Board of Directors may provide, in proper cases on a
specified occasion and for a specified transaction or transactions, for the use
of a printed or engraved facsimile seal of the Company.

ARTICLE VII

CAPITAL STOCK

SECTION 1. Registration of transfer of shares shall only be made upon the
books of the Company by the registered holder in person, or by power of
attorney, duly executed, witnessed and filed with the Secretary or other proper
officer of the Company, on the surrender of the certificate or certificates of
such shares properly assigned for transfer.

ARTICLE VIII

CONSTRUCTION

SECTION 1. The masculine gender, when appearing in these By-Laws, shall
be deemed to include the feminine gender.

ARTICLE IX

AMENDMENTS

SECTION 1. These By-Laws may be altered, amended or added to by the Board
of Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.
<PAGE> 17
I, Susan Johnson, Assistant Vice President of Bankers Trust Company, New York,
New York, hereby certify that the foregoing is a complete, true and correct
copy of the By-Laws of Bankers Trust Company, and that the same are in full
force and effect at this date.

Susan Johnson
------------------------------
ASSISTANT VICE PRESIDENT

DATED: 4/16/98
----------------------
<PAGE> 18

<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/97 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3

</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

<TABLE>
<CAPTION>
------------
C400
-------------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- - - - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS //////////////////
1. Cash and balances due from depository institutions (from Schedule RC-A): //////////////////
a. Noninterest-bearing balances and currency and coin(1) ................................... 0081 2,121,000 1.a.
b. Interest-bearing balances(2) ............................................................ 0071 4,770,000 1.b.
2. Securities: //////////////////
a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ 1773 4,015,000 2.b.
3. Federal funds sold and securities purchased under agreements to resell ..................... 1350 28,927,000 3.
4. Loans and lease financing receivables: //////////////////
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 17,692,000 ////////////////// 4.a.
b. LESS: Allowance for loan and lease losses ......................RCFD 3123 659,000 ////////////////// 4.b.
c. LESS: Allocated transfer risk reserve ..........................RCFD 3128 0 ////////////////// 4.c.
d. Loans and leases, net of unearned income, //////////////////
allowance, and reserve (item 4.a minus 4.b and 4.c) ..................................... 2125 17,033,000 4.d.
5. Trading Assets (from Schedule RC-D) ........................................................ 3545 45,488,000 5.
6. Premises and fixed assets (including capitalized leases) ................................... 2145 766,000 6.
7. Other real estate owned (from Schedule RC-M) ............................................... 2150 188,000 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... 2130 58,000 8.
9. Customers' liability to this bank on acceptances outstanding ............................... 2155 633,000 9.
10. Intangible assets (from Schedule RC-M) ..................................................... 2143 83,000 10.
11. Other assets (from Schedule RC-F) .......................................................... 2160 5,957,000 11.
12. Total assets (sum of items 1 through 11) ................................................... 2170 110,039,000 12.
-------------------
</TABLE>
- - - - ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<PAGE> 19

<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/97 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>

SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
---------------------------
Dollar Amounts in Thousands //////// Bil Mil Thou
- - - - ----------------------------------------------------------------------------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES //////////////////
13. Deposits: //////////////////
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) ..RCON 2200 24,608,000 13.a.
(1) Noninterest-bearing(1) ...............RCON 6631 2,856,000............////////////////// 13.a.(1)
(2) Interest-bearing .....................RCON 6636 21,752,000............////////////////// 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, //////////////////
part II) RCFN 2200 20,529,000
(1) Noninterest-bearing ..................RCFN 6631 2,122,000 ////////////////// 13.b.(1)
(2) Interest-bearing .....................RCFN 6636 18,407,000 //////////////////
14. Federal funds purchased and securities sold under agreements to repurchase RCFD 2800 13,777,000
15. a. Demand notes issued to the U.S. Treasury ...........................................RCON 2840 0 15.a.
b. Trading liabilities (from Schedule RC-D) .............................................. RCFD 3548 24,968,000
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized //////////////////
leases):
a. With a remaining maturity of one year or less.......................................RCFD 2332 5,810,000 16.a.
b. With a remaining maturity of more than one year through three years.................... A547 4,702,000
c. With a remaining maturity of more than three years .................................... A548 1,750,000
17. Not Applicable. ////////////////// 17.
18. Bank's liability on acceptances executed and outstanding ..............................RCFD 2920 633,000 18.
19. Subordinated notes and debentures(2)...................................................RCFD 3200 1,307,000 19.
20. Other liabilities (from Schedule RC-G) ................................................RCFD 2930 5,961,000 20.
21. Total liabilities (sum of items 13 through 20) ........................................RCFD 2948 104,045,000 21.
22. Not Applicable //////////////////
//////////////////
EQUITY CAPITAL //////////////////
23. Perpetual preferred stock and related surplus .........................................RCFD 3838 1,000,000 23.
24. Common stock ..........................................................................RCFD 3230 1,352,000 24.
25. Surplus (exclude all surplus related to preferred stock)...............................RCFD 3839 540,000 25.
26. a. Undivided profits and capital reserves .............................................RCFD 3632 3,526,000 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities .............RCFD 8434 (45,000) 26.b.
27. Cumulative foreign currency translation adjustments ...................................RCFD 3284 (379,000) 27.
28. Total equity capital (sum of items 23 through 27) .....................................RCFD 3210 5,994,000 28.
29. Total liabilities and equity capital (sum of items 21 and 28)..........................RCFD 3300 110,039,000 29.

</TABLE>

<TABLE>
<S> <C> <C> <C>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that Number
best describes the most comprehensive level of auditing work performed -----------------
for the bank by independent external auditors as of any date during 1996 .......................RCFD 6724 N/A M.1
-----------------------
</TABLE>

<TABLE>
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accordance 8 = No external audit work
with generally accepted auditing standards by a certified
public accounting firm (may be required by state
chartering authority)
</TABLE>
- - - - ------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.

<PAGE> 1

EXHIBIT 25.2

- - - - --------------------------------------------------------------------------------
UNITED STATES
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)
-------------

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

BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)

NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)

BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)

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

<TABLE>
<S> <C> <C>
SUCCESS BANCSHARES, INC. SUCCESS CAPITAL TRUST I
(Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its charter)

DELAWARE 36-3497644 DELAWARE 36-4223071
(State or other (I.R.S. employer (State or other jurisdiction (I.R.S. employer
jurisdiction of Identification No.) of Incorporation or Identification No.)
Incorporation or organization)
organization)

ONE MARRIOTT DRIVE ONE MARRIOTT DRIVE
LINCOLNSHIRE, IL 60069 LINCOLNSHIRE, IL 60069
(Address, including zip code of principal executive offices) (Address, including zip code of principal executive offices)
</TABLE>

____% CUMULATIVE TRUST PREFERRED SECURITIES OF SUCCESS 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.

(b) Whether it is authorized to exercise corporate trust
powers. Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

If the obligor is an affiliate of the Trustee, describe each
such affiliation.

None.

ITEM 3. - 15. NOT APPLICABLE

ITEM 16. LIST OF EXHIBITS.

EXHIBIT 2 - Certificate of Authority to commence business
- Incorporated herein by reference to Exhibit
2 filed with Form T-1 Statement, Registration
No. 33-21047.

EXHIBIT 3 - Authorization of the Trustee to exercise
corporate trust powers - Incorporated herein
by reference to Exhibit 2 filed with Form T-1
Statement, Registration No. 33-21047.

EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, as
amended on November 18, 1997. Copy attached.

-2-
<PAGE> 3

EXHIBIT 5 - Not applicable.

EXHIBIT 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated
herein by reference to Exhibit 4 filed with
Form T-1 Statement, Registration No.
22-18864.

EXHIBIT 7 - The latest report of condition of Bankers
Trust Company dated as of December 31, 1997.
Copy attached.

EXHIBIT 8 - Not Applicable.

EXHIBIT 9 - Not Applicable.

-3-
<PAGE> 4
SIGNATURE

BANKERS TRUST COMPANY

By: /s/ SUSAN JOHNSON
----------------------------
Susan Johnson
Assistant Vice President

-4-
<PAGE> 5
State of New York,

Banking Department

WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 27TH day of June in the Year of
our Lord one thousand nine hundred and
ninety-seven.

Manuel Kursky
------------------------------
Deputy Superintendent of Banks

<PAGE> 6
CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

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

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a
Managing Director and an Assistant Secretary of Bankers Trust Company, do
hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

is hereby amended to read as follows:

<PAGE> 7
5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this
19th day of June, 1997.

James T. Byrne, Jr.
------------------------------
James T. Byrne, Jr.
Managing Director

Lea Lahtinen
------------------------------
Lea Lahtinen
Assistant Secretary

State of New York )
) ss:
County of New York )

Lea Lahtinen
------------------------------
Lea Lahtinen

Sworn to before me this 19th day
of June, 1997.

Sandra L. West
- - - - ------------------------------
Notary Public

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998
<PAGE> 8

BY-LAWS

NOVEMBER 18, 1997

BANKERS TRUST COMPANY
NEW YORK
<PAGE> 9
BY-LAWS
OF
BANKERS TRUST COMPANY

ARTICLE I

MEETINGS OF STOCKHOLDERS

ARTICLE II

DIRECTORS

No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.

SECTION 6. The compensation of directors as such or as members of
committees shall be fixed from time to time by resolution of the Board of
Directors.
<PAGE> 11
ARTICLE III

COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting
of not less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the
Executive Committee. In his absence, the Chief Executive Officer or, in his
absence, such other member of the Committee as the Committee from time to time
may designate shall preside at such meetings.

The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and
powers and authority conferred by the Executive Committee from time to time
shall be and be deemed to be, and may be certified as being, the act and under
the authority of the Board of Directors.

ARTICLE IV

OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a
Chairman of the Board and a Chief Executive Officer; and shall also elect a
President, and may also elect a Senior Vice Chairman, one or more Vice
Chairmen, one or more Executive Vice Presidents, one or more Senior Managing
Directors, one or more Managing Directors, one or more Senior Vice Presidents,
one or more Principals, one or more Vice Presidents, one or more General
Managers, a Secretary, a Controller, a Treasurer, a General Counsel, one or
more Associate General Counsels, a General Auditor, a General Credit Auditor,
and one or more Deputy Auditors, who need not be directors. The officers of
the corporation may also include such other officers or assistant officers as
shall from time to time be elected or appointed by the Board. The Chairman of
the Board or the Chief Executive Officer or, in their absence, the President,
the Senior Vice Chairman or any Vice Chairman, may from time to time appoint
assistant officers. All officers elected or appointed by the Board of
Directors shall hold their respective offices during the pleasure of the Board
of Directors, and all assistant officers shall hold office at the pleasure of
the Board or the Chairman of the Board or the Chief Executive Officer or, in
their absence, the President, the Senior Vice Chairman or any Vice Chairman.
The Board of Directors may require any and all officers and employees to give
security for the faithful performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive
Officer of the Company who may also hold the additional title of Chairman of
the Board, President, Senior Vice Chairman or Vice Chairman and such person
shall have, subject to the supervision and direction of the Board of Directors
or the Executive Committee, all of the powers vested in such Chief Executive
Officer by law or by these By-Laws, or which usually attach or pertain to such
office. The other officers shall have, subject to the supervision and
direction of the Board of Directors or the Executive Committee or the Chairman
of the Board or, the Chief Executive Officer, the powers vested by law or by
these By-Laws in them as holders of their respective offices and, in addition,
shall perform such other duties as shall be assigned to them by the Board of
Directors or the Executive Committee or the Chairman of the Board or the Chief
Executive Officer.

The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be prescribed or assigned to him from
time to time by the Board of Directors or vested in him by law or by these
By-Laws. He shall perform such other duties and shall make such
investigations, examinations and reports as may be prescribed or required by
the Audit Committee. The General Auditor shall have unrestricted access to all
records
<PAGE> 13
and premises of the Company and shall delegate such authority to his
subordinates. He shall have the duty to report to the Audit Committee on all
matters concerning the internal audit program and the adequacy of the system of
internal controls of the Company which he deems advisable or which the Audit
Committee may request. Additionally, the General Auditor shall have the duty
of reporting independently of all officers of the Company to the Audit
Committee at least quarterly on any matters concerning the internal audit
program and the adequacy of the system of internal controls of the Company that
should be brought to the attention of the directors except those matters
responsibility for which has been vested in the General Credit Auditor. Should
the General Auditor deem any matter to be of special immediate importance, he
shall report thereon forthwith to the Audit Committee. The General Auditor
shall report to the Chief Financial Officer only for administrative purposes.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases,
the provisions of this Article V will apply (i) only if the person serving
another corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise so served at the specific request of the Company,
<PAGE> 15
evidenced by a written communication signed by the Chairman of the Board, the
Chief Executive Officer or the President, and (ii) only if and to the extent
that, after making such efforts as the Chairman of the Board, the Chief
Executive Officer or the President shall deem adequate in the circumstances,
such person shall be unable to obtain indemnification from such other
enterprise or its insurer.

SEAL

ARTICLE VII

CAPITAL STOCK

ARTICLE VIII

CONSTRUCTION

SECTION 1. The masculine gender, when appearing in these By-Laws, shall
be deemed to include the feminine gender.

ARTICLE IX

AMENDMENTS

Susan Johnson
------------------------------
ASSISTANT VICE PRESIDENT

DATED: _______4/16/98_____________________________
<PAGE> 18

<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/97 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State Zip: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3

</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

ASSETS //////////////////
1. Cash and balances due from depository institutions (from Schedule RC-A): //////////////////
a. Noninterest-bearing balances and currency and coin(1) ................................... 0081 2,121,000 1.a.
b. Interest-bearing balances(2) ............................................................ 0071 4,770,000 1.b.
2. Securities: //////////////////
a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ 1773 4,015,000 2.b.
3. Federal funds sold and securities purchased under agreements to resell ..................... 1350 28,927,000 3.
4. Loans and lease financing receivables: //////////////////
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 17,692,000 ////////////////// 4.a.
b. LESS: Allowance for loan and lease losses ......................RCFD 3123 659,000 ////////////////// 4.b.
c. LESS: Allocated transfer risk reserve ..........................RCFD 3128 0 ////////////////// 4.c.
d. Loans and leases, net of unearned income, //////////////////
allowance, and reserve (item 4.a minus 4.b and 4.c) ..................................... 2125 17,033,000 4.d.
5. Trading Assets (from Schedule RC-D) ........................................................ 3545 45,488,000 5.
6. Premises and fixed assets (including capitalized leases) ................................... 2145 766,000 6.
7. Other real estate owned (from Schedule RC-M) ............................................... 2150 188,000 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... 2130 58,000 8.
9. Customers' liability to this bank on acceptances outstanding ............................... 2155 633,000 9.
10. Intangible assets (from Schedule RC-M) ..................................................... 2143 83,000 10.
11. Other assets (from Schedule RC-F) .......................................................... 2160 5,957,000 11.
12. Total assets (sum of items 1 through 11) ................................................... 2170 110,039,000 12.
-------------------
</TABLE>
- - - - ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<PAGE> 19

<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/97 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>

</TABLE>

<PAGE> 1
EXHIBIT 25.3

- - - - --------------------------------------------------------------------------------
UNITED STATES
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) ___________

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

BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)

NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)

BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
---------------------------------

SUCCESS BANCSHARES, INC.
(exact name of Registrant as specified in its charter)

DELAWARE 36-3497644
(State or other (I.R.S. employer
jurisdiction of Identification No.)
Incorporation or
organization)

ONE MARRIOTT DRIVE
LINCOLNSHIRE, IL 60069
(Address, including zip code of principal executive
offices)

GUARANTEE OF SUCCESS BANCSHARES, INC. WITH RESPECT TO TRUST PREFERRED SECURITIES
(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.

(b) Whether it is authorized to exercise corporate trust powers.
Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

If the obligor is an affiliate of the Trustee, describe each such
affiliation.

None.

ITEM 3.-15. NOT APPLICABLE

ITEM 16. LIST OF EXHIBITS.

EXHIBIT 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990, Certificate of Amendment
of the Organization Certificate of Bankers Trust
Company dated June 21, 1995 - Incorporated herein by
reference to Exhibit 1 filed with Form T-1 Statement,
Registration No. 33-65171, Certificate of Amendment of
the Organization Certificate of Bankers Trust Company
dated March 20, 1996, incorporate by referenced to
Exhibit 1 filed with Form T-1 Statement, Registration
No. 333-25843 and Certificate of Amendment of the
Organization Certificate of Bankers Trust Company
dated June 19, 1997, copy attached.

EXHIBIT 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.

EXHIBIT 3 - Authorization of the Trustee to exercise corporate
trust powers Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement, Registration
No. 33-21047.

EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, as
amended on November 18, 1997. Copy attached.

-2-

<PAGE> 3

EXHIBIT 5 - Not applicable.

EXHIBIT 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. Incorporated herein by
reference to Exhibit 4 filed with Form T-1 Statement,
Registration No. 22-18864.

EXHIBIT 7 - The latest report of condition of Bankers Trust
Company dated as of December 31, 1997. Copy attached.

EXHIBIT 8 - Not Applicable.

EXHIBIT 9 - Not Applicable.

-3-
<PAGE> 4

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 22nd day
of April, 1998.

BANKERS TRUST COMPANY

By: /s/ SUSAN JOHNSON
--------------------------------
Susan Johnson
Assistant Vice President

-4-
<PAGE> 5

State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated June 19, 1997, providing for an increase in
authorized capital stock from $1,601,666,670 consisting of 100,166,667 shares
with a par value of $10 each designated as Common Stock and 600 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$2,001,666,670 consisting of 100,166,667 shares with a par value of $10 each
designated as Common Stock and 1,000 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

WITNESS, my hand and official seal of the Banking Department at the City of New
York, this 27TH day of June in the Year of our Lord one thousand nine hundred
and NINETY-SEVEN.

Manuel Kursky
------------------------------
Deputy Superintendent of Banks
<PAGE> 6

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

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

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of march, 1903.

3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Six Hundred and One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,601,666,670), divided into
One Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (100,166,667) shares with a par value of $10 each
designated as Common Stock and 600 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."

is hereby amended to read as follows:

"III. The amount of capital stock which the corporation is hereafter to
have is Two Billion One Million, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
<PAGE> 7

5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this
19th day of June, 1997.

James T. Byrne, Jr.
------------------------------
James T. Byrne, Jr.
Managing Director

Lea Lahtinen
------------------------------
Lea Lahtinen
Assistant Secretary

State of New York )
) ss:
County of New York )

Lea Lahtinen, being fully sworn, deposes and says that she is an
Assistant Secretary of Bankers Trust Company, the corporation described in the
foregoing certificate; that she has read the foregoing certificate and knows the
contents thereof, and that the statements herein contained are true.

Lea Lahtinen
-------------------------
Lea Lahtinen

Sworn to before me this 19th day of
June, 1997.

Sandra L. West
-----------------------
Notary Public

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998

<PAGE> 8

BY-LAWS

NOVEMBER 18, 1997

BANKERS TRUST COMPANY
NEW YORK

<PAGE> 9

BY-LAWS
OF
BANKERS TRUST COMPANY

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1. The annual meeting of the stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, on
the third Tuesday in January of each year, for the election of directors and
such other business as may properly come before said meeting.

SECTION 3. At all meetings of stockholders, there shall be present, either in
person or by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.

SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or, in their absence, the senior
officer present, shall preside at meetings of the stockholders and shall direct
the proceedings and the order of business. The Secretary shall act as secretary
of such meetings and record the proceedings.

ARTICLE II

DIRECTORS

<PAGE> 10

All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.
No person who shall have attained age 72 shall be eligible to be elected or
re-elected a director. Such director may, however, remain a director of the
Company until the next annual meeting of the stockholders of Bankers Trust New
York Corporation (the Company's parent) so that such director's retirement will
coincide with the retirement date from Bankers Trust New York Corporation.

No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.

SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of
Directors may be filled by the affirmative vote of a majority of the directors
then in office, and the directors so elected shall hold office for the balance
of the unexpired term.

SECTION 3. The Chairman of the Board shall preside at meetings of the Board of
Directors. In his absence, the Chief Executive Officer or, in his absence, such
other director as the Board of Directors from time to time may designate shall
preside at such meetings.

SECTION 4. The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these By-Laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.

SECTION 5. Regular meetings of the Board of Directors shall be held from time to
time on the third Tuesday of the month. If the day appointed for holding such
regular meetings shall be a legal holiday, the regular meeting to be held on
such day shall be held on the next business day thereafter. Special meetings of
the Board of Directors may be called upon at least two day's notice whenever it
may be deemed proper by the Chairman of the Board or, the Chief Executive
Officer or, in their absence, by such other director as the Board of Directors
may have designated pursuant to Section 3 of this Article, and shall be called
upon like notice whenever any three of the directors so request in writing.

SECTION 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.

<PAGE> 11

ARTICLE III

COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the Executive
Committee. In his absence, the Chief Executive Officer or, in his absence, such
other member of the Committee as the Committee from time to time may designate
shall preside at such meetings.

A majority of the Committee shall constitute a quorum, but the Committee may act
only by the concurrent vote of not less than one-third of its members, at least
one of whom must be a director other than an officer. Any one or more directors,
even though not members of the Executive Committee, may attend any meeting of
the Committee, and the member or members of the Committee present, even though
less than a quorum, may designate any one or more of such directors as a
substitute or substitutes for any absent member or members of the Committee, and
each such substitute or substitutes shall be counted for quorum, voting, and all
other purposes as a member or members of the Committee.

SECTION 2. There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from time
to time fix a quorum for meetings of the Committee. Such Committee shall conduct
the annual directors' examinations of the Company as required by the New York
State Banking Law; shall review the reports of all examinations made of the
Company by public authorities and report thereon to the Board of Directors; and
shall report to the Board of Directors such other matters as it deems advisable
with respect to the Company, its various departments and the conduct of its
operations.

In the performance of its duties, the Audit Committee may employ or retain, from
time to time, expert assistants, independent of the officers or personnel of the
Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The

<PAGE> 12

Committee shall hold regular quarterly meetings and during the intervals thereof
shall meet at other times on call of the Chairman.

SECTION 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.

ARTICLE IV

OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a Chairman
of the Board and a Chief Executive Officer; and shall also elect a President,
and may also elect a Senior Vice Chairman, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Senior Managing Directors, one or
more Managing Directors, one or more Senior Vice Presidents, one or more
Principals, one or more Vice Presidents, one or more General Managers, a
Secretary, a Controller, a Treasurer, a General Counsel, one or more Associate
General Counsels, a General Auditor, a General Credit Auditor, and one or more
Deputy Auditors, who need not be directors. The officers of the corporation may
also include such other officers or assistant officers as shall from time to
time be elected or appointed by the Board. The Chairman of the Board or the
Chief Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman, may from time to time appoint assistant officers.
All officers elected or appointed by the Board of Directors shall hold their
respective offices during the pleasure of the Board of Directors, and all
assistant officers shall hold office at the pleasure of the Board or the
Chairman of the Board or the Chief Executive Officer or, in their absence, the
President, the Senior Vice Chairman or any Vice Chairman. The Board of Directors
may require any and all officers and employees to give security for the faithful
performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive Officer of
the Company who may also hold the additional title of Chairman of the Board,
President, Senior Vice Chairman or Vice Chairman and such person shall have,
subject to the supervision and direction of the Board of Directors or the
Executive Committee, all of the powers vested in such Chief Executive Officer by
law or by these By-Laws, or which usually attach or pertain to such office. The
other officers shall have, subject to the supervision and direction of the Board
of Directors or the Executive Committee or the Chairman of the Board or, the
Chief Executive Officer, the powers vested by law or by these By-Laws in them as
holders of their respective offices and, in addition, shall perform such other
duties as shall be assigned to them by the Board of Directors or the Executive
Committee or the Chairman of the Board or the Chief Executive Officer.

<PAGE> 13

premises of the Company and shall delegate such authority to his subordinates.
He shall have the duty to report to the Audit Committee on all matters
concerning the internal audit program and the adequacy of the system of internal
controls of the Company which he deems advisable or which the Audit Committee
may request. Additionally, the General Auditor shall have the duty of reporting
independently of all officers of the Company to the Audit Committee at least
quarterly on any matters concerning the internal audit program and the adequacy
of the system of internal controls of the Company that should be brought to the
attention of the directors except those matters responsibility for which has
been vested in the General Credit Auditor. Should the General Auditor deem any
matter to be of special immediate importance, he shall report thereon forthwith
to the Audit Committee. The General Auditor shall report to the Chief Financial
Officer only for administrative purposes.

SECTION 3. The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved from
time to time by resolution of the Board of Directors.

SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the
Board, the Chief Executive Officer or any person authorized for this purpose by
the Chief Executive Officer, shall appoint or engage all other employees and
agents and fix their compensation. The employment of all such employees and
agents shall continue during the pleasure of the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive Officer
or any such authorized person; and the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or any such
authorized person may discharge any such employees and agents at will.

<PAGE> 14

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of
the New York Banking Law, indemnify any person who is or was made, or threatened
to be made, a party to an action or proceeding, whether civil or criminal,
whether involving any actual or alleged breach of duty, neglect or error, any
accountability, or any actual or alleged misstatement, misleading statement or
other act or omission and whether brought or threatened in any court or
administrative or legislative body or agency, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Company is servicing or served
in any capacity at the request of the Company by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Company, or is
serving or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement, and costs, charges and expenses, including
attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.

SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided by,
the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.

SECTION 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.

<PAGE> 15

evidenced by a written communication signed by the Chairman of the Board, the
Chief Executive Officer or the President, and (ii) only if and to the extent
that, after making such efforts as the Chairman of the Board, the Chief
Executive Officer or the President shall deem adequate in the circumstances,
such person shall be unable to obtain indemnification from such other enterprise
or its insurer.

SECTION 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.

SECTION 6. The right to be indemnified or to the reimbursement or advancement of
expense pursuant to this Article V (i) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Company and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.

SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an actual determination by the Company (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant is
not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.

SECTION 8. A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 shall be entitled to indemnification only as provided in Sections 1
and 3, notwithstanding any provision of the New York Banking Law to the
contrary.

<PAGE> 16

ARTICLE VI

SEAL

SECTION 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the Company
and such officers as the Chairman of the Board, the Chief Executive Officer or
the Secretary may from time to time direct in writing, to be affixed to
certificates of stock and other documents in accordance with the directions of
the Board of Directors or the Executive Committee.

SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.

ARTICLE VII

CAPITAL STOCK

SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney, duly
executed, witnessed and filed with the Secretary or other proper officer of the
Company, on the surrender of the certificate or certificates of such shares
properly assigned for transfer.

ARTICLE VIII

CONSTRUCTION

SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.

ARTICLE IX

AMENDMENTS

SECTION 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.

<PAGE> 17

I, Susan Johnson, Assistant Vice President of Bankers Trust Company, New York,
New York, hereby certify that the foregoing is a complete, true and correct copy
of the By-Laws of Bankers Trust Company, and that the same are in full force and
effect at this date.

Susan Johnson
------------------------------
ASSISTANT VICE PRESIDENT

DATED: 4/16/98
-------- -----------------------------
<PAGE> 18

<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/97 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State Zip: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3

</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1995

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

<TABLE>
<CAPTION>
--------
C400
--------------------
Dollar Amounts in Thousands RCFD Bil Mil Thou
- - - - ------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C> <C>
ASSETS //////////////////
1. Cash and balances due from depository institutions (from Schedule RC-A): \///////////////// \
a. Noninterest-bearing balances and currency and coin(1) ................................... 0081 2,121,000 1.a.
b. Interest-bearing balances(2) ............................................................ 0071 4,770,000 1.b.
2. Securities: //////////////////
a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ 1773 4,015,000 2.b.
3. Federal funds sold and securities purchased under agreements to resell ..................... 1350 28,927,000 3.
4. Loans and lease financing receivables: //////////////////
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 17,692,000 ////////////////// 4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 659,000 ////////////////// 4.b.
c. LESS: Allocated transfer risk reserve .........................RCFD 3128 0 ////////////////// 4.c.
d. Loans and leases, net of unearned income, //////////////////
allowance, and reserve (item 4.a minus 4.b and 4.c) ..................................... 2125 17,033,000 4.d.
5. Trading assets (from Schedule RC-D) ........................................................ 3545 45,488,000 5.
6. Premises and fixed assets (including capitalized leases) ................................... 2145 766,000 6.
7. Other real estate owned (from Schedule RC-M) ............................................... 2150 188,000 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... 2130 58,000 8.
9. Customers' liability to this bank on acceptances outstanding ............................... 2155 633,000 9.
10. Intangible assets (from Schedule RC-M) ..................................................... 2143 83,000 10.
11. Other assets (from Schedule RC-F) .......................................................... 2160 5,957,000 11.
12. Total assets (sum of items 1 through 11) ................................................... 2170 110,039,000 12.
-------------------
</TABLE>
- - - - ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/97 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>

</TABLE>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the audited
financial statements of Success Bancshares, Inc. for the year ended December 31,
1997, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0001009569
<NAME> SUCCESS BANCSHARES
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> YEAR 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 JAN-01-1997
<PERIOD-END> DEC-31-1997 SEP-30-1997
<CASH> 16,337 17,353
<INT-BEARING-DEPOSITS> 564 265
<FED-FUNDS-SOLD> 7,000 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 22,090 18,350
<INVESTMENTS-CARRYING> 31,664 31,691
<INVESTMENTS-MARKET> 32,439 32,313
<LOANS> 289,104 265,900
<ALLOWANCE> 2,079 1,892
<TOTAL-ASSETS> 378,719 345,602
<DEPOSITS> 329,424 303,507
<SHORT-TERM> 9,243 18,473
<LIABILITIES-OTHER> 2,482 2,132
<LONG-TERM> 6,920 9,942
0 0
0 0
<COMMON> 24,154 5,685
<OTHER-SE> 5,916 4,354
<TOTAL-LIABILITIES-AND-EQUITY> 378,719 345,602
<INTEREST-LOAN> 21,746 15,299
<INTEREST-INVEST> 2,743 2,101
<INTEREST-OTHER> 423 174
<INTEREST-TOTAL> 24,912 17,574
<INTEREST-DEPOSIT> 11,190 7,770
<INTEREST-EXPENSE> 12,861 9,119
<INTEREST-INCOME-NET> 12,051 8,455
<LOAN-LOSSES> 766 501
<SECURITIES-GAINS> 0 0
<EXPENSE-OTHER> 17,853 12,979
<INCOME-PRETAX> 1,586 913
<INCOME-PRE-EXTRAORDINARY> 1,586 913
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,087 642
<EPS-PRIMARY> 0.68 0.51
<EPS-DILUTED> 0.65 0.47
<YIELD-ACTUAL> 4.17 4.14
<LOANS-NON> 1,479 1,109
<LOANS-PAST> 341 660
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 3,677 474
<ALLOWANCE-OPEN> 1,425 1,425
<CHARGE-OFFS> 149 74
<RECOVERIES> 37 40
<ALLOWANCE-CLOSE> 2,079 1,892
<ALLOWANCE-DOMESTIC> 2,079 1,892
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 684 661

</TABLE>