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                                                                   EXHIBIT 10.20


              PENINSULA BANK OF CENTRAL FLORIDA OF CENTRAL FLORIDA

                         KEY EMPLOYEE STOCK OPTION PLAN


Section 1. Purpose. The purpose of Peninsula Bank of Central Florida's Key
Employee Stock Option Plan ("Employee Plan") is to promote the growth and
general prosperity of Peninsula Bank of Central Florida (the "Bank") by
permitting the Bank to grant options to purchase shares of its common stock to
certain key officers and employees. The Employee Plan is designed to help
attract and retain superior personnel for positions of responsibility with the
Bank, and to provide key employees with an additional incentive to contribute to
the success of the Bank. The Bank intends that options granted pursuant to the
provisions of the Employee Plan will qualify and will be identified as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended ("Code").

Section 2. Administration. The Employee Plan shall be administered by a
committee which shall consist of three or more members of the Non Employee
Directors, within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended. The Committee, when acting to administer the
Employee Plan, is referred to as the "Plan Administrators." Any action of the
Plan Administrators shall be taken by majority vote or the unanimous written
consent of the Plan Administrators. No Plan Administrator shall be liable for
any action or determination made in good faith with respect to the Employee Plan
or to any option granted thereunder.

Section 3. Authority of Plan Administrators. Subject to the other provisions of
this Employee Plan, and with a view to effecting its purpose, the Plan
Administrators shall have sole authority in their absolute discretion: (i) to
construe and interpret the Employee Plan; (ii) to define the terms used herein;
(iii) to prescribe, amend and rescind rules and regulations relating to the
Employee Plan; (iv) to determine the employees to whom options shall be granted
under the Employee Plan; (v) to determine the time or times at which options
shall be granted under the Employee Plan; (vi) to determine the number of shares
subject to any option under the Employee Plan, the option price, the duration of
each option, and any other terms and conditions of options (vii) to terminate
the Employee Plan; and (viii) to make any other determinations necessary or
advisable for the administration of the Employee Plan. All decisions,
determinations and interpretations made by the Plan Administrators shall be
binding and conclusive on all participants in the Employee Plan and on their
legal representatives, heirs and beneficiaries.

Section 4. Maximum Number of Shares Subject to the Employee Plan. The maximum
aggregate number of shares of common stock available pursuant to the Employee
Plan, subject to adjustment as provided in Section 7 hereof, shall not exceed
10% of the number of all shares of common stock then outstanding on the date the
Plan is approved by the Board of Directors and Shareholders. If any of the
options granted under this Employee Plan expire or terminate for any reason
before they have been exercised in full, the unpurchased shares subject to those
expired or terminated options shall again be available for the purposes of the
Employee Plan.

Section 5. Eligibility and Participation. Only regular full-time employees of
the Bank, including officers whether or not directors of the Bank or any
subsidiary, shall be eligible for selection by



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the Plan Administrators to participate in the Employee Plan. Directors who are
not full-time, salaried employees of the Bank shall not be eligible to
participate in the Employee Plan. Full time employees are those employees who
work more than 20 hours per week.

Section 6. Effective Date and Term of Employee Plan. The Employee Plan shall
become effective upon its adoption by the Board of Directors of fee Bank, the
approval of the Florida Department of Banking and the approval by a majority of
the total votes eligible to be cast at a meeting of stockholders, which vote
shall be taken within 12 months of adoption of the Employee Plan by the Bank's
Board of Directors; provided, however, that options may be granted under this
Employee Plan prior to obtaining stockholder approval of the Employee Plan and,
further provided, that any such options shall be contingent upon such
stockholder approval being obtained and may not be exercised prior to such
approval. The Employee Plan shall continue in effect for a term of ten years,
unless sooner terminated under Section 3 herein.

Section 7. Adjustments. If the shares of common stock of the Bank as a whole are
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities through merger, consolidation, combination, exchange of
shares, other reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and proportionate
adjustment shall be made in the maximum number and kind of shares as to which
options may be granted under this Employee Plan. A corresponding judgment
changing the number or kind of shares allocated to unexercised options or
portions thereof, which shall have been granted prior to any such change, shall
likewise be made. Any such adjustment in outstanding options shall be made
without change in the aggregate purchase price applicable to the unexercised
portion of the option but with a corresponding adjustment in the price for each
share or other unit of any security covered by the option. In making any
adjustment pursuant to this Section 7, any fractional shares shall be
disregarded.

Section 8. Termination and Amendment of Employee Plan. The Employee Plan shall
terminate no later than ten years from the date such Employee Plan is adopted by
the Board of Directors or the date such Employee Plan is approved by the
stockholders, whichever is earlier. No options shall be granted under the
Employee Plan after that date. Subject to the limitation contained in Section 9,
the Plan Administrators may at any time amend or revise the terms of the
Employee Plan, including the form and substance of the option, agreements to be
used hereunder; provided that no amendment or revision shall: (i) increase the
maximum aggregate number of shares that may be sold, appreciated or distributed
pursuant to options granted under this Employee Plan, except as permitted under
Section 7; (ii) change the minimum purchase price for shares under Section 16
herein; (iii) increase the maximum term established under the Employee Plans for
any option, or (iv) permit the granting of an option, to anyone other than as
provided in Section 5 herein.

Section 9. Prior Rights and Obligations. No amendment, suspension or termination
of the Employee Plan shall, without the consent of the employee who has received
an option, alter or impair any of that employee's rights or obligations under
any option granted under the Employee Plan prior to such amendment, suspension
or termination.


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Section 10. Privileges of Stock Ownership. Notwithstanding the exercise of any
options granted pursuant to the terms of this Employee Plan, no employee shall
have any of the rights or privileges of a stockholder of the Bank with respect
to any shares of stock issuable upon the exercise of his or her option until
certificates representing the shares have been issued and delivered. No shares
shall be required to be issued and delivered upon exercise of any option or
unless and until all of the requirements of law and of all regulatory agencies
having jurisdiction over the issuance and delivery of the securities have been
met. No adjustment shall be made for dividends or any other distributions for
which the record date is prior to the date on which such stock certificate is
issued.

Section 11. Reservation of Shares of Common Stock. The Bank, during the term of
this Employee Plan, will at all times reserve and keep available such number of
shares of its common stock as shall be sufficient to satisfy the requirements of
the Employee Plan. The inability of the Bank to obtain from any regulatory
agency having jurisdiction, the authority deemed by the Bank's counsel to be
necessary, to permit the lawful issuance and sale of any shares of its stock
hereunder shall relieve the Bank of any liability in respect of the non-issuance
or sale of the stock as to which the requisite authority shall not have been
obtained.

Section 12. Tax Withholding. The exercise of any option is subject to the
condition that if at any time the Bank shall determine, in its discretion, that
the satisfaction of withholding tax or other withholding liabilities under any
state or federal law is necessary or desirable as a condition of, or in any
connection with, such exercise or the delivery or purchase of shares pursuant
thereto, then in such event, the exercise of the option shall not be effective
unless such withholding tax or other withholding liabilities shall have been
satisfied in a manner acceptable to the Bank.

Section 13. Employment. Nothing in the Employee Plan or in any option, shall
confer upon any eligible employee any right to continued employment by the Bank
or by any subsidiary corporation or limit in any way the right of the Bank or
its subsidiary corporations at any time to terminate or alter the terms of that
employment.

Section 14. Option Terms and Conditions. The terms and conditions of options
granted under the Employee Plan may differ from one another as the Plan
Administrators shall, in their discretion determine, as long as all options
granted under the Employee Plan satisfy the requirements therein.

Section 15. Duration of Options. Each option and all rights thereunder granted
pursuant to the terms of the Employee Plan shall expire on the date determined
by the Plan Administrators, but in no event shall any option granted under the
Employee Plan expire later than ten years from the date on which the option is
granted, except that any employee who owns more than 10% of the combined voting
power of all classes of stock of the Bank must exercise any options granted
thereto within five years from the date of grant. In addition, each option shall
be subject to early termination as provided in the Employee Plan.

Section 16. Purchase Price. The purchase price for shares acquired pursuant to
the exercise, in whole or in part, of any option shall not be less than the fair
market value of the shares at the time of the grant of the option or the book
value of the stock as reflected by the records of the


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Bank on the last day of month immediately preceding the grant, whichever is
greater; except that for any employee who owns more than 10% of the combined
voting power of all classes of stock of the Bank, the purchase price shall not
be less than 110% of fair market value or the book value of the stock as
reflected by the Bank on the last day of month immediately preceding the grant,
whichever is greater.

Section 17. Maximum Amount of Options in Any Calendar Year. The aggregate fair
market value (determined as of the time the option is granted) of the common
stock with respect to which stock options are exercisable for the first time by
any employee during any calendar year (under the terms of this Employee Plan and
all such plans of the Bank) shall not exceed $100,000.

Section 18. Exercise of Options. Each option shall be exercisable in one or more
installments during its term, and the right to exercise may be cumulative as
determined by the Plan Administrators, provided, however, that no option may be
exercisable for the first six months following the date the option is granted.
No option may be exercised for a fraction of a share of common stock. The
purchase price of any shares purchased shall be paid in full in cash or by
certified or cashier's check payable to the order of the Bank or by shares of
common stock (including shares acquired pursuant to the exercise of an option),
if permitted by the Plan Administrators, or by a combination of cash, check or
shares of common stock, at the time of exercise of the option, provided that the
form(s) of payment allowed the employee shall be established when the option is
granted. If any portion of the purchase price is paid in shares of common stock,
those shares shall be tendered at their then fair market value as determined by
the Plan Administrators in accordance with Section 16 herein.

Section 19. Acceleration of Right of Exercise of Installments. Notwithstanding
the first sentence of Section 18 of this Employee Plan with respect to the
ability to exercise options in installments, in the event the Bank or its
stockholders enter into an agreement to dispose of all or substantially all of
the assets or stock of the Bank by means of a sale, merger or other
reorganization, liquidation or otherwise, any option granted pursuant to the
terms of the Employee Plan shall become immediately exercisable with respect to
the full number of shares subject to that option during the period commencing as
of the date of the agreement to dispose of all or substantially all of the
assets or stock of the Bank and, subject to the provisions hereof, ending when
the disposition of assets or stock contemplated by that agreement is consummated
or the option is otherwise terminated in accordance with its provisions or the
provisions of this Employee Plan, whichever occurs first; provided, however,
that no option shall be immediately exercisable under this Section 19 on account
of any agreement to dispose of all or substantially all of the assets or stock
of the Bank by means of a sale, merger or other reorganization, liquidation or
otherwise where the stockholders of the Bank immediately before the consummation
of the transaction will own at least 50% of the total combined voting power of
all classes of stock of the surviving entity entitled to vote immediately after
the consummation of the transaction whether the Bank or some other entity,
however, that notwithstanding the foregoing, no option may be exercised before
the date that is six months after the date on which the option was granted. In
the event the transaction contemplated by the agreement referred to in this
Section 19 is not consummated, but rather is terminated, cancelled or expires,
the options granted pursuant to the Employee Plan shall thereafter be treated as
if that agreement had never been entered into.


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         Notwithstanding the first sentence of Section 18 of this Employee Plan
with respect to the ability to exercise options in installments, and subject to
the provisions of the first paragraph of this Section 19, in the event of a
change in control of the Bank or threatened change in control of the Bank as
determined by a vote of not less than a majority of the Board of Directors of
the Bank, all options granted prior to such change in control or threatened
change of control shall become immediately exercisable, except that any option
granted for less than six months shall not become exercisable until the sixth
month anniversary of the date the option was granted. The term "control" for
purposes of this Section shall refer to the acquisition of 10% or more of the
voting securities of the Bank by an person or by persons acting as a group
within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as
amended; provided, however, that for purposes of this Employee Plan, except
under the circumstances as set forth in the first paragraph of this Section 19,
no change in control or threatened change in control shall be deemed to have
occurred if prior to the acquisition of or offer to acquire 10% or more of the
voting securities of the Bank, the full Board of Directors of the Bank shall
have adopted by not less than two-thirds vote a resolution specifically
approving such acquisition or offer. The term "person" for purposes of this
Section refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.

Section 20. Written Notice Required. Any option granted pursuant to the terms of
the Employee Plan shall be exercised when written notice of that exercise has
been given to the Bank at its principal office by the person entitled to
exercise the option and full payment for the shares with respect to which the
option is exercised has been received by the Bank.

Section 21. Employment of Optionee. Each Optionee, if requested by the Plan
Administrators when the option is granted, must agree in writing as a condition
of receiving his or her option that he or she will remain in the employ of the
Bank following the date of the granting of that option for a period specified by
the Plan Administrators, which period shall in no event exceed three years.
Nothing in the Employee Plan or in any option granted hereunder shall confer
upon any Optionee any right to continued employment by the Bank, or limit in any
way the right of the Bank at any time to terminate or alter the terms of that
employment.

Section 22. Option Rights Upon Termination of Employment. If an Optionee ceases
to be employed by the Bank for any reason other than death, disability or cause,
his or her option shall immediately terminate; provided, however, that the Plan
Administrators may, in their discretion, allow such option to be exercised (to
the extent exercisable on the date of termination of employment) at any time
within three months after the date of termination of employment, unless either
the option or this Employee Plan otherwise provides for earlier termination. If
an Optionee is terminated for cause, any options granted thereto under the
provision of this Employee Plan shall terminate as of the effective date of such
termination of employment.

Section 23. Option Rights upon Disability. If an Optionee becomes disabled
within the meaning of Section 22(e)(3) of the Code while employed by the Bank,
the option may be exercised, to the extent exercisable on the date of
termination of employment, at any time within one year after the date of
termination of employment due to disability, unless either the option or this
Employee


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Plan otherwise provides for earlier termination.

Section 24. Option Rights Upon Death of Optionee. Except as otherwise limited by
the Plan Administrators at the time of the grant of an option, if an Optionee
dies while employed by the Bank or within three months after ceasing to be an
employee thereof, his or her option shall expire one year after the date of
death unless by its term it expires sooner. During this one year or shorter
period, the option may be exercised, to the extent that it remains unexercised
on the date of death, by the person or persons to whom the Optionee's rights
under the option shall pass by will or by the laws of descent and distribution,
but only to the extent that the Optionee was entitled to exercise the option at
the date of death.

Section 25. Options Not Transferable. Options granted pursuant to the terms of
this Employee Plan may not be sold, pledged, assigned or transferred in any
manner otherwise than by will or by the laws of descent and distribution and
may be exercised during the lifetime of an Optionee only by that Optionee or his
guardian or legal representative.

Section 26. Conversion of Option Granted Under Employee Plan. Options granted
pursuant to the terms of this Employee Plan may be converted with the written
consent of the Optionee to compensatory nonqualified stock options.

        Adopted by the Board of Directors of the Bank at a meeting called for
that purpose on the ______________day of March 1999.

                                        PENINSULA BANK OF CENTRAL FLORIDA


                                        By:
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                                           P.T. Fleuchaus, Chairman of the Board



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