SOUTHSIDE BANCSHARES INC
S-2, EX-4.11, 2000-10-13
STATE COMMERCIAL BANKS
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<PAGE>   1
                                                                    EXHIBIT 4.11




                              CERTIFICATE OF TRUST
                                       OF
                           SOUTHSIDE CAPITAL TRUST II

         THIS CERTIFICATE OF TRUST OF Southside Capital Trust II (the "Trust")
is being duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, Sam Dawson and Lee R. Gibson, each an individual, as trustees, to
form a business trust under the Delaware Business Trust Act (12 Del. C. Section
3801 et seq.) (the "Act").

1.       NAME. The name of the business trust formed hereby is Southside Capital
         Trust II.

2.       DELAWARE TRUSTEE. The name and business address of the trustee of the
         Trust in the State of Delaware is Wilmington Trust Company, Rodney
         Square North, 1100 North Market Street, Wilmington, Delaware
         19890-0001, Attention: Corporate Trust Administration.

3.       EFFECTIVE DATE. This Certificate of Trust shall be effective on
         October 12, 2000.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                 WILMINGTON TRUST COMPANY, as trustee


                                 By:   /s/ KATHLEEN A. PEDELINI
                                    -----------------------------------------
                                 Name:     Kathleen A. Pedelini
                                      ---------------------------------------
                                 Title:    Administrative Account Manager
                                       --------------------------------------

                                 /s/ SAM DAWSON                     , as Trustee
                                 -----------------------------------
                                 Name: Sam Dawson


                                 /s/ LEE R. GIBSON                  , as Trustee
                                 ---------------------------------
                                 Name: Lee R. Gibson



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