Exhibit 10.9  CENTENNIAL BANK HOLDINGS, INC. EXECUTIVE CASH INCENTIVE PLAN  PURPOSE  Centennial Bank Holdings, Inc.
(the Company) is the sponsor of this executive cash incentive plan
(the Plan).  The Company has
designed the Plan to focus Company executives on achieving the annual business
plan during a particular Performance Period. 
The Plan is intended to provide significant rewards to the Companys
executive team for exceptional corporate performance.  APPROVAL AND ADMINISTRATION  The Plan has been approved
by the Compensation, Nominating and Governance Committee of the Board of
Directors (the CNG Committee) and will be administered by the
Incentive Plan Committee (the IP Committee), which is composed of the
Companys CEO and executives reporting directly to the CEO.  With respect to each
performance period (Performance Period), the IP Committee will
recommend to the CNG Committee, for its approval as early in the Performance
Period as possible: Participants; Quantitative Performance Measures; Quantitative
Performance Measure Weights; Performance Targets; Achievement Levels and
corresponding Award Opportunities; and Qualitative Performance Measures (each
as defined herein).Notwithstanding
anything to the contrary, the CNG Committee shall determine each ofthe Quantitative Performance Measures;
Quantitative Performance Measure Weights; Performance Targets; Achievement
Levels and corresponding Award Opportunities; and Qualitative Performance
Measuresfor Participants who are members of the IP Committee.At
the end of the Performance Period, the IP Committee will review achievements
against Quantitative Performance Measures, present results and recommend awards
(Awards) to the CNG Committee for its approval; provided,
however, that the CNG Committee will review achievements against Quantitative
Performance Measures for members of the IP Committee.  In addition,
the Companys CEO will provide the CNG Committee with an evaluation of any
Qualitative Performance Measures and recommend any appropriate adjustments to
Awards;provided, however, that the CNG Committee will evaluate anyQualitative Performance Measureswith respect to
the CEO.  In evaluating Awards, the CNG Committee shall
do so outside the presence of management, except that the CNG Committee may
request the presence of the CEO when considering Awards to members of executive
management other than the CEO. 
Notwithstanding any recommendations from the IP Committee or the CEO,
the CNG Committee will be solely responsible for determining and granting any
Awards pursuant to the Plan.  Interpretation and
application of the Plan to a particular circumstance will be made by the CNG
Committee in its sole discretion. 
Subject to any authority granted to the full Board of Directors or a
committee of the independent directors thereof, the CNG Committee has the sole
and absolute power and authority to make all factual determinations, construe
and interpret terms and make eligibility and Award determinations in accordance
with its interpretation of the Plan.  1


ELIGIBILITY  The categories of
executives and other employees listed in Exhibit A are eligible for
participation in the Plan.  The IP
Committee will review those eligible and recommend participants to CNG
Committee for its approval.  PARTICIPANTS  An individual who has been recommended for participation in the Plan by
the IP Committee and approved by the CNG Committee is a participant (the Participants).  PERFORMANCE MEASURES  The IP Committee will select
one or more quantitative performance measures for the Performance Period for
approval by the CNG Committee (Quantitative Performance Measures).  All Quantitative Performance Measures will be
key indicators of financial performance, including but not limited to: (i) net
income; (ii) return on average assets (ROA); (iii) cash ROA;
(iv) return on average equity (ROE); (v) cash ROE; (vi) earnings
per share (EPS);  (vii) cash
EPS; (viii) stock price; (ix) efficiency ratio; and (x) book
value per share.  Quantitative
Performance Measures may be established on a consolidated basis, and/or for
specified subsidiaries or business units of the Company (determined either in
absolute terms or relative to the performance of one or more similarly situated
companies or a published index covering the performance of a number of
companies).  Each Quantitative
Performance Measure will operate independently (i.e., it is possible for one
Quantitative Performance Measure to generate an Award and not the other).  Likewise, it is possible for one Quantitative
Performance Measure to be achieved at a higher level than the other.  Quantitative Performance Measures will be
individually weighted (i.e., one Quantitative Performance Measure may be
counted more heavily in calculating Awards than the other).  Weights for each Quantitative Performance
Measure will be recommended by the IP Committee for approval by the CNG
Committee (Quantitative Performance Measure Weights); however, the CNG
Committee will retain absolute authority over the selection of, and weights
accorded to, any Quantitative Performance Measures.  Atargeted level of
achievement with respect to each Quantitative Performance Measure (the Performance
Target)will be
establishedfor the Performance Period, along withthe percentages of
achievement of the Performance Target (the Achievement Levels) that
may lead to corresponding Awards under the Plan (the Award Opportunities).  In addition to
Quantitative Performance Measures, the IP Committee may select one or more
qualitative performance measures for the Performance Period for approval by the
CNG Committee (Qualitative Performance Measures).  Qualitative Performance Measures may include
or relate to, but are not limited to: (i) execution of strategic goals; (ii) quality
of regulatory relationships; (iii) individual contributions to the Companys
performance; (iv) credit-   2


related goals; (v) expense
management; or (vi) such other key qualitative measures tied to current or
future Company performance.  The CNG Committee will
have the authority to subjectively evaluate the achievement of Qualitative
Performance Measures and increase or decrease Awards based on its
evaluation.  The Qualitative Performance
Measures will operate together, will not be individually weighted and will
operate to increase or decrease Awards as determined based on the achievement
of Quantitative Performance Measures. 
The achievement or non-achievement of Qualitative Performance Measures
may be determined on a Participant-by-Participant basis.  Accordingly, it is possible for one
Participant to have achieved Qualitative Performance Measures while another
Participant did not.  Likewise, it is
possible for Qualitative Performance Measures to affect the Awards of different
Participants differently.  It is
possible, therefore, that the Award for one Participant may be increased more
significantly than the Award for another Participant based on the achievement
of Qualitative Performance Measures.  The
CNG Committee will retain absolute authority over the selection of, and
determination of effect of, any Qualitative Performance Measures.  ACHIEVEMENT LEVELS AND AWARD OPPORTUNITIES  Achievement Levels and Award Opportunities for a Performance Period
approved by the CNG Committee will be set forth in the format below.  The table shows achievement of various levels
of the established Quantitative Performance Measure, as a percentage of the
Performance Target, during a Performance Period and illustrates the
corresponding and maximum Award Opportunity at each specified Achievement
Level.  Award Opportunities willgenerally be
expressed as a percentage of base salary.Mathematical
interpolation will be used to calculate Awards for achievement between the
levels established.  Performance Period:  January 1, xxxx  December 31, xxxx  Quantitative Performance Measure:                               Performance
Target: $  Award
Opportunities  Achievement Level (% of Target)Participant
  
  [90]%
  
  100%
  
  [110]%CEOOther Executive OfficersKey OfficersOther Key Contributors   3


Awards earned on the basis of the Quantitative Performance Measure may
be increased or decreased based on the achievement of Qualitative Performance
Measures for a Performance Period.  For
the avoidance of doubt, achievement of Qualitative Performance Measures may
result in Awards even if Quantitative Performance Measures are not achieved at
the threshold level and may result in Awards above the maximum Award
Opportunity.  Likewise, non-achievement
of Qualitative Performance Measures may result in no Awards even if
Quantitative Performance Measures are achieved at the threshold level and may
result in Awards below the minimum level of Award Opportunity.  The Quantitative
Performance Measures, Performance Targets, Achievement Levels, Award
Opportunities and Qualitative Performance Measures, as approved by the CNG
Committee, will be set forth in Schedule I and updated for each Performance
Period during which this Plan is in effect.  AWARDS  Awards under the Plan will be based upon achievement of Quantitative
Performance Measures and Qualitative Performance Measures as described
above.When determining the
achievement of a Quantitative Performance Measure, the CNG Committee may
exclude any or all extraordinary items as determined under U.S. generally
accepted accounting principles including, without limitation, the charges or
costs associated with restructurings of the Company, discontinued operations,
other unusual or non-recurring items, and the cumulative effects of accounting
changes.  The CNG Committee will retain absolute
authority over the selection of, and determination of effect of, any
Qualitative Performance Measures.  For purposes of the Plan,
base salary means annual base salary in effect at the end of the Performance
Period.  Awards will be made through the
payroll system, minus legally required and authorized deductions.  Awards under the Plan will be considered eligible
compensation as permitted or defined by each specific employee benefit plan for
purposes of employee benefit calculations.  Awards for individuals
who are Participants for less than a full Performance Period will be prorated
using Participants length of employment with the Company.  Awards for Participants who leave the Company
during a Performance Period due to retirement, total and permanent disability
or death will be prorated using the same method.  To be eligible to receive
an Award under the Plan, a Participant must have a performance rating of 3 or
better during the Performance Period.  ADJUSTMENTS  Participants,
Quantitative Performance Measures, Quantitative Performance Measure Weights,
Performance Targets, Achievement Levels, Award Opportunities and Qualitative
Performance Measures may be adjusted during the Performance Period only upon
approval by the CNG   4


Committee, as it deems
appropriate.  PAYMENT OF AWARDS  Awards will be paid as soon as
administratively feasible after review of performance against targets and
approval by the CNG Committee.  Any Award
with respect to a Performance Period will be paid within 21⁄2 months of the end
of the calendar year in which the Performance Period ends.The Company has the right to
deduct from any payment made under the Plan any federal, state, local or
foreign income or other taxes required by law to be withheld with respect to
such payment.  To be eligible for Award
payment, a Participant must have been an employee of the Company for at least
three months and be an employee of the Company on the date that Awards are paid
or have left the Company during the Performance Period due to retirement, total
and permanent disability or death.  Any
Awards for Participants whohave left the Company during the Performance Period due to retirement,
total and permanent disability or deathwill be prorated using the
Participants actual base salary paid during the time of participation in the
Performance Period.There will be no Award paid to Participants who leave the Company for any other
reason.  Participants otherwise
eligible to receive an Award and who were assigned to different parts of the
organization during the Performance Period will have their Award calculated
based upon the part of the organization they are in at the end of the
Performance Period and the performance achieved by that group for the
Performance Period.  NO RIGHT OF
ASSIGNMENT  No right or interest of
any Participant in the Plan is assignable or transferable.  In the event of a Participants death,
payment of any earned but unpaid Awards will be made to the Participants legal
successor, if not prohibited by law.  NO RIGHT OF
EMPLOYMENT  The Plan does not give any employee any right to
continue in the employment of the Company and does not constitute any contract
or agreement of employment or interfere in any way with the right the
organization has to terminate such persons employment.  Except with respect to employment agreements
entered into with certain executives, the Company is an at will employer and,
as such, can terminate an employment relationship between itself and any of its
employees at will, with or without cause and with or without notice.  AMENDMENT OR
TERMINATION OF THE PLAN  The Company reserves the right to change, amend,
modify, suspend, continue or terminate all or any part of the Plan either in an
individual case or in general, at any time without notice.   5


Exhibit A  Eligible
Participants:  Chief Executive Officer
(CEO)  Other Executive Officers:  Executive Vice Presidents  Key Officers:  Direct Reports to
Executive Vice Presidents  Key Contributors:  Other Key
Officers/Contributors   6


Schedule
I  Performance Period:  January 1, 20XX  December 31, 20XX  Quantitative Performance Measure:                               Performance
Target:  Award
Opportunities  Achievement Level (% of Target)Participant
  
  [90]%
  
  100%
  
  [110]%CEOOther Executive OfficersKey OfficersOther Key Contributors  Qualitative Performance Measures:  7